As Filed with the Securities and Exchange Commission on April 13, 2017

Registration Nos.:   333-194043; 811-07549

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.     ☐

Post-Effective Amendment No. 6     ☒

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 70     ☒

(Check appropriate box or boxes)

VARIABLE ANNUITY-1 SERIES ACCOUNT

(Exact name of Registrant)

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

(Name of Depositor)

8515 East Orchard Road

Greenwood Village, Colorado 80111

(Address of Depositor’s Principal Executive Offices) (Zip Code)

Depositor’s Telephone Number, including Area Code:

(800) 537-2033

Robert L. Reynolds

President and Chief Executive Officer

Great-West Life & Annuity Insurance Company

8515 East Orchard Road

Greenwood Village, Colorado 80111

(Name and Address of Agent for Service)

Copy to:

Ann B. Furman, Esq.

Carlton Fields Jorden Burt, P.A.

1025 Thomas Jefferson Street, N.W., Suite 400 West

Washington, D.C. 20007-5208

Approximate Date of Proposed Public Offering: Continuous

It is proposed that this filing will become effective (check appropriate box)

☐ immediately upon filing pursuant to paragraph (b) of Rule 485

☒ on May 1, 2017 pursuant to paragraph (b) of Rule 485

☐ 60 days after filing pursuant to paragraph (a)(1) of Rule 485

☐ on (date) pursuant to paragraph (a)(1) of Rule 485.

If appropriate, check the following box:

☐ this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Title of securities being registered: Flexible Premium Deferred Variable Annuity Contracts

SCHWAB ONESOURCE CHOICE VARIABLE ANNUITY

An individual flexible premium variable annuity

Issued by

Great-West Life & Annuity Insurance Company

Supplement dated May 1, 2017

to the Prospectus dated May 1, 2017

This Rate Sheet Supplement (the “Supplement”) amends certain information contained in the Schwab OneSource Choice Variable Annuity Prospectus dated May 1, 2017 (the “Prospectus”). Capitalized terms not defined in this Supplement have the same meaning as set forth in the Prospectus. This Supplement must be accompanied by, and read in conjunction with, the Prospectus. If you would like a copy of the current Prospectus, please contact the Retirement Resource Operations Center toll-free at (800) 838-0650. The Prospectus and this Supplement can also be found on the U.S. Securities and Exchange Commission’s website (www.sec.gov) by searching with File No. 333-194043.

This Supplement declares the Guaranteed Annual Withdrawal % (the “GAW%”) and Joint Guaranteed Annual Withdrawal % (the “Joint GAW%”) applicable to all GLWB Riders for Contracts the applications for which are signed during the effective dates detailed below.

Contract Applications Signed Prior to May 1, 2017:

To receive the following GAW% or Joint GAW%, your Schwab OneSource Choice Variable Annuity application must be signed prior to May 1, 2017, your application must be received by us within 10 days of signing, and your initial Contribution must be received by us within 30 days of receipt of your application. If these terms are met, the following GAW% and Joint GAW% will apply to your Contract and cannot be changed. Rates reflected in Rate Sheet Supplements that were not in effect during this time period will not apply to your Contract.

Guaranteed Lifetime Withdrawal Benefit Rider: The GAW% for a single Covered Person is based on the age when GAWs begin according to the following table:

GAW% Table
	Age 59 1⁄2 - 64	Age 65 - 69	Age 70 - 79	Age 80+
% of Covered Fund Value	4.00%	5.00%	6.00%	7.00%

If there are Joint Covered Persons, a single GAW% is calculated based on the age of the younger Covered Person. This rate is the Joint GAW% and is based on the following table:

Joint GAW% Table
	Age 59 1⁄2 - 64	Age 65 - 69	Age 70 - 79	Age 80+
% of Covered Fund Value	3.50%	4.50%	5.50%	6.50%

Contract Applications Signed on or after May 1, 2017:

To receive the following GAW% or Joint GAW%, your Schwab Advisor Choice Variable Annuity application must be signed on or after May 1, 2017, your application must be received by us within 10 days of signing, and your initial Contribution must be received by us within 30 days of receipt of your application. If these terms are met, the following GAW% and Joint GAW% will apply to your Contract and cannot be changed. Rates reflected in Rate Sheet Supplements that were not in effect during this time period will not apply to your Contract. The terms of a Rate Sheet Supplement with no specified end date may not be amended unless we provide a minimum of 10 business days prior notice. If we file a new Rate Sheet Supplement, the terms of this Supplement (including the GAW%s and Joint GAW%s) will be superseded by the terms of the new Rate Sheet Supplement. The current and any proposed Rate Sheet Supplements may be found on the SEC’s website (www.sec.gov) by searching for File No. 333-194043.

Guaranteed Lifetime Withdrawal Benefit Rider: The GAW% for a single Covered Person is based on the age when GAWs begin according to the following table:

GAW% Table
	Age 59 1⁄2 - 64	Age 65 - 69	Age 70 - 79	Age 80+
% of Covered Fund Value	4.00%	5.00%	5.50%	6.50%

If there are Joint Covered Persons, a single GAW% is calculated based on the age of the younger Covered Person. This rate is the Joint GAW% and is based on the following table:

Joint GAW% Table
	Age 59 1⁄2 - 64	Age 65 - 69	Age 70 - 79	Age 80+
% of Covered Fund Value	3.50%	4.50%	5.00%	6.00%

If you have any questions regarding this Supplement, including questions about the date your application was signed or the rates applicable to you, please call the Retirement Resource Operations Center toll-free at (800) 838-0650, or write to the Retirement Resource Operations Center at PO Box 173920, Denver, CO 80217-3920.

This Supplement must be accompanied by, or read in conjunction with, the current Prospectus and

Statement of Additional Information dated May 1, 2017.

Please read this Supplement carefully and retain it for future reference.

SCHWAB ONESOURCE CHOICE VARIABLE ANNUITY^TM

An individual flexible premium variable annuity

Issued by

Great-West Life & Annuity Insurance Company

Overview

This Prospectus describes the Schwab OneSource Choice Variable Annuity^TM (the “Contract”), an individual flexible premium variable annuity contract that allows you to accumulate assets on a tax-deferred basis for retirement or other long-term purposes. Great-West Life & Annuity Insurance Company (“we,” “us,” or “Great-West”) issues the Contract to eligible persons in all jurisdictions except New York.

The Contract may be owned by one or two individuals. A Contract may also be owned by a Grantor Trust that exists for one individual Grantor or two individual Grantors who are each other’s spouse.

When you contribute money to the Schwab OneSource Choice Variable Annuity, you decide how to allocate your money among the various investment options available through Variable Annuity-1 Series Account (the “Series Account”). The Series Account consists of two segments: the Investment Segment (relating to the base Contract) and the Income Segment (relating to an optional Guaranteed Lifetime Withdrawal Benefit Rider). We hold the assets for each investment option in a corresponding Sub-Account of the Series Account. Each Sub-Account, in turn, invests in a Portfolio under the Investment Segment or a Covered Fund under the Income Segment.

Investment Segment Portfolios:

AB VPS Growth and Income Portfolio – Class A Shares

AB VPS Growth Portfolio – Class A Shares

AB VPS International Growth Portfolio – Class A Shares*

AB VPS Real Estate Investment Portfolio – Class A Shares

AB VPS Small/Mid Cap Value Portfolio – Class A Shares

Alger Capital Appreciation Portfolio – Class I-2 Shares

Alger Large Cap Growth Portfolio – Class I-2 Shares

Alger Mid Cap Growth Portfolio – Class I-2 Shares*

ALPS/Red Rocks Listed Private Equity Portfolio – Class I Shares

American Century Investments VP Balanced Fund – Class I Shares

American Century Investments VP Income & Growth Fund – Class I Shares

American Century Investments VP International Fund – Class I Shares

American Century Investments VP Mid Cap Value Fund – Class II Shares

American Century Investments VP Value Fund – Class I Shares

American Funds IS^® New World Fund – Class 2 Shares

BlackRock Global Allocation V.I. Fund – Class I Shares

ClearBridge Variable Mid Cap Portfolio – Class I Shares

ClearBridge Variable Small Cap Growth Portfolio – Class I Shares

Columbia Variable Portfolio – Large Cap Growth Fund – Class 2 Shares

Columbia Variable Portfolio – Seligman Global Technology Fund – Class 2 Shares

Columbia Variable Portfolio – Small Cap Value Fund – Class 2 Shares

Delaware VIP Emerging Markets Series – Standard Class Shares

Delaware VIP Small Cap Value Series – Standard Class Shares

Delaware VIP Smid Cap Core Series (formerly Delaware VIP Smid Cap Growth Series) – Standard Class Shares

Delaware VIP Value Series – Standard Class Shares

The date of this Prospectus is May 1, 2017.

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon

the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

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Deutsche Capital Growth VIP – Class A Shares

Deutsche Core Equity VIP – Class A Shares

Deutsche CROCI^® U.S. VIP. – Class A Shares* (formerly Deutsche Large Cap Value VIP)

Deutsche Global Small Cap VIP – Class A Shares

Deutsche Small Cap Index VIP – Class A Shares

Deutsche Small Mid Cap Growth VIP – Class A Shares

Deutsche Small Mid Cap Value VIP – Class A Shares*

Dreyfus Investment Portfolios MidCap Stock Portfolio – Initial Shares

Dreyfus Variable Investment Fund Appreciation Portfolio – Initial Shares*

Dreyfus Variable Investment Fund Growth and Income Portfolio – Initial Shares

Federated Fund for U.S. Government Securities II

Franklin Small Cap Value VIP Fund – Class 2 Shares

Goldman Sachs VIT Multi-Strategy Alternatives Portfolio – Service Shares

Great-West Goldman Sachs Mid Cap Value Fund – Investor Class

Great-West Invesco Small Cap Value Fund – Investor Class

Great-West Loomis Sayles Bond Fund – Investor Class

Great-West T. Rowe Price Mid Cap Growth Fund – Investor Class

Invesco V.I. Comstock Fund – Series I Shares

Invesco V.I. Growth and Income Fund – Series I Shares

Invesco V.I. High Yield Fund – Series I Shares

Invesco V.I. International Growth Fund – Series I Shares

Invesco V.I. Mid Cap Core Equity Fund – Series I Shares*

Invesco V.I. Small Cap Equity Fund – Series I Shares

Invesco V.I. Technology Fund – Series I Shares*

Ivy VIP International Core Equity

Janus Aspen Balanced Portfolio – Service Shares

(effective on or about June 2, 2017, this Portfolio will be renamed the Janus Henderson Balanced Portfolio)

Janus Aspen Flexible Bond Portfolio – Institutional Shares

(effective on or about June 2, 2017, this Portfolio will be renamed the Janus Henderson Flexible Bond Portfolio)

Janus Aspen Global Research Portfolio – Institutional Shares

(effective on or about June 2, 2017, this Portfolio will be renamed the Janus Henderson Global Research Portfolio)

Janus Aspen Global Technology Portfolio – Institutional Shares

(effective on or about June 2, 2017, this Portfolio will be renamed the Janus Henderson Global Technology Portfolio)

JPMorgan Insurance Trust Intrepid Mid Cap Portfolio – Class 1 Shares*

(effective on or about May 19, 2017, this fund will be liquidated)

JPMorgan Insurance Trust Small Cap Core Portfolio – Class 1 Shares

Lazard Retirement Emerging Markets Equity Series Portfolio – Service Shares

LVIP Baron Growth Opportunities Fund – Service Class Shares

MFS VIT II International Value Portfolio – Service Class Shares

MFS VIT III Mid Cap Value Portfolio – Initial Class Shares

MFS VIT Utilities Series – Service Class Shares

Neuberger Berman AMT Mid Cap Intrinsic Value Portfolio – Class S Shares

NVIT Mid Cap Index Fund – Class II Shares

Oppenheimer Global Fund/VA – Non-Service Shares

Oppenheimer International Growth Fund/VA – Non-Service Shares

Oppenheimer Main Street Small Cap Fund^®/VA – Non-Service Shares

PIMCO VIT CommodityRealReturn^® Strategy Portfolio – Administrative Class Shares

PIMCO VIT Emerging Markets Bond Portfolio – Administrative Class Shares

PIMCO VIT High Yield Portfolio – Administrative Class Shares

PIMCO VIT Low Duration Portfolio – Administrative Class Shares

PIMCO VIT Real Return Portfolio – Administrative Class Shares

PIMCO VIT Total Return Portfolio – Administrative Class Shares

Pioneer Fund VCT Portfolio – Class I Shares

Pioneer Mid Cap Value VCT Portfolio – Class II Shares*

Pioneer Select Mid Cap Growth VCT Portfolio – Class I Shares

Putnam VT American Government Income Fund – Class IB Shares

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Putnam VT Equity Income Fund – Class IB Shares

Putnam VT Global Asset Allocation Fund – Class IA Shares

Putnam VT Global Health Care Fund – Class IB Shares*

Putnam VT Income Fund – Class IA Shares

Putnam VT International Equity Fund – Class IA Shares

Putnam VT International Value Fund – Class IA Shares

Putnam VT Investors Fund – Class IA Shares

Putnam VT Small Cap Value Fund – Class IA Shares

Schwab Government Money Market Portfolio^TM (formerly Schwab Money Market Portfolio)

Schwab S&P 500 Index Portfolio

Sentinel Variable Products Bond Fund

Sentinel Variable Products Common Stock Fund

Sentinel Variable Products Small Company Fund

T. Rowe Price Health Sciences Portfolio II

Templeton Foreign VIP Fund – Class 2 Shares

Templeton Global Bond VIP Fund – Class 2 Shares

Touchstone VST Focused Fund

VanEck VIP Global Hard Assets Fund – Class S Shares

VanEck VIP Unconstrained Emerging Markets Bond Fund – Initial Class Shares*

Wells Fargo VT Discovery Fund – Class 2 Shares

Wells Fargo VT Omega Growth Fund – Class 2 Shares

Wells Fargo VT Opportunity Fund – Class 2 Shares

Income Segment Covered Fund (for Contracts with the Guaranteed Lifetime Withdrawal Benefit Rider):

Great-West SecureFoundation^® Balanced Fund – Investor Class Shares

The Contract currently offers only one Covered Fund; however, Great-West may make additional Covered Funds available to Contract Owners in the future.

* The Sub-Account investing in this Portfolio is closed to new Contributions and incoming Transfers (including Automatic Custom Transfers).

This Prospectus provides important information about the Series Account and investment options that you should know before purchasing the Schwab OneSource Choice Variable Annuity, including a description of the material rights and obligations under the Contract. It is important that you read the Contract, riders, and any amendments and endorsements. Please read this Prospectus carefully and keep it on file for future reference. We offer other variable annuity products with different product features, benefits and charges.

You can find more detailed information pertaining to the Series Account in the Statement of Additional Information (“SAI”) dated May 1, 2017 (as may be amended from time to time), which has been filed with the Securities and Exchange Commission (the “SEC”). The SAI is incorporated by reference into this Prospectus as a matter of law, which means it is legally a part of this Prospectus. You can find the SAI’s table of contents on the last page of this Prospectus. You may obtain a copy of the SAI without charge by contacting the Retirement Resource Operations Center at the address or phone number listed below. Or, you can obtain it by visiting the SEC’s website at www.sec.gov. This website also contains material incorporated by reference and other information about the Series Account that has been filed electronically with the SEC.

The Contract is not a deposit or obligation of, or insured, guaranteed or endorsed by, any bank, the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other agency. The Contract involves certain investment risks, including possible loss of principal.

For account information, please contact:

Retirement Resource Operations Center

P.O. Box 173920

Denver, CO 80217-3920

(800) 838-0650

This Prospectus does not constitute an offering in any jurisdiction in which such offering may not be lawfully made. No dealer, salesperson or other person is authorized to give any information or make any representations in connection with the Contract other than those contained in this Prospectus, and, if given or made, such other information or representations must not be relied on.

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Table of Contents	Page
Definitions	6
Fee Tables	11
Examples	12
Condensed Financial Information	13
Summary	13
Great-West Life & Annuity Insurance Company	15
The Series Account	15
The Portfolios	16
Meeting Investment Objectives	21
Where to Find More Information About the Portfolios	21
Addition, Deletion or Substitution of Sub-Accounts	22
Application and Initial Contributions	22
Right of Cancellation Period	22
Subsequent Contributions	23
Annuity Account Value	23
Transfers	24
Market Timing and Excessive Trading	24
Automatic Custom Transfers	26
Cash Withdrawals	28
Tax Consequences of Withdrawals	29
Telephone and Internet Transactions	29
Death Benefit	30
Beneficiary	31
Distribution of Death Benefit	31
Ownership and Assignment	33
Grantor Trust Owned Annuity	33
Joint Annuitants	33
Charges and Deductions	33
Mortality and Expense Risk Charge	33
Expenses of the Portfolios	34
Premium Tax	34
Other Taxes	34
Payout Options	34
Periodic Withdrawals	34
Annuity Payouts From the Investment Segment	35
Guaranteed Lifetime Withdrawal Benefit	37
Types of Excess Withdrawals	41
Seek Tax Advice	50
Federal Tax Matters	50
Taxation of Annuities	50
Distribution of the Contracts	55
Voting Rights	55
Rights Reserved by Great-West	56
Legal Proceedings	56
Legal Matters	56

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Independent Registered Public Accounting Firm	57
Available Information	57
Appendix A - Condensed Financial Information	App A 1
Appendix B - Net Investment Factor	App B 1
Appendix C - State Variations to the Contract and GLWB Rider	App C 1

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Definitions

1035 Exchange – A tax-free exchange of certain types of insurance contracts, as allowed by a provision of the Code.

Accumulation Period – The time period between the Effective Date and the earlier of the Payout Election Date or the Annuity Commencement Date. During this period, you are contributing to the annuity.

Accumulation Unit – An accounting measure used to determine the Annuity Account Value before the date annuity payouts commence.

Alternate Payee – Any Spouse or former Spouse of an Owner who has the right pursuant to a Decree to receive all or a portion of the benefit payable under the Contract with respect to such Owner.

Annuitant (Joint Annuitant) – The person named in the application upon whose life the payout of an annuity is based and who will receive annuity payouts. The Annuitant will be the Owner unless otherwise indicated in the application. If you select a Joint Annuitant, “Annuitant” means the older Joint Annuitant or the sole surviving Joint Annuitant, unless otherwise stated. Joint Annuitants must be one another’s Spouse as of the Effective Date. If you name a Contingent Annuitant, the Annuitant will be considered the “Primary Annuitant.”

Annuity Account – An account we establish in your name that reflects all account activity under your Contract in both the Investment Segment and the Income Segment.

Schwab OneSource Choice Variable Annuity Structure

Your Total Annuity Account can be made up of both the Investment Segment and the Income Segment

Annuity Account Value – The sum of the value of each Sub-Account you have selected in both the Investment Segment and Income Segment. The Annuity Account Value is credited with a return based upon the investment experience of the Sub-Account(s) selected by you and will increase and decrease accordingly.

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Annuity Commencement Date – The date annuity payouts begin, which is either the Payout Election Date or the Annuitant’s 99th birthday if no Payout Election Date has been established. You may change the Annuity Commencement Date if annuity payouts have not already begun. Upon death of the Owner, the Beneficiary may change the Annuity Commencement Date only if the Beneficiary is the Owner’s surviving Spouse and elects to continue the Contract. The Annuity Commencement Date must occur prior to or on the Annuitant’s 99th birthday.

Annuity Payout Period – The period beginning on the Annuity Commencement Date and continuing until all annuity payouts have been made under the Contract. During this period, the Annuitant receives payouts from the annuity.

Annuity Unit – An accounting measure we use to determine the amount of any variable annuity payout after the first annuity payout is made.

Attained Age – During the Guaranteed Annual Withdrawal Phase, the age of the Covered Person (or the age of the younger Joint Covered Person) on the Ratchet Date.

Automatic Bank Draft Plan – A feature, if made available by Great-West, that allows you to make automatic periodic Contributions. Contributions will be withdrawn from an account you specify and automatically credited to your Annuity Account.

Beneficiary – The person(s) designated by the Owner to receive any Death Benefit under the terms of the Contract. If the surviving Spouse of an Owner is the surviving Joint Owner, the surviving Spouse will be deemed to be the Beneficiary upon such Owner’s death and may take the death benefit or elect to continue this Contract in force.

Benefit Base – For purposes of the GLWB Rider, the amount that is multiplied by the Guaranteed Annual Withdrawal Percentage to calculate the Guaranteed Annual Withdrawal. The Benefit Base increases dollar-for-dollar upon any GLWB Rider Contribution and is reduced proportionately for any Excess Withdrawal. The Benefit Base can also increase with positive Covered Fund performance on the Ratchet Date and may also be adjusted on the Ratchet Date. The Benefit Base may not exceed $5 million. Any Covered Fund Value over $5 million will be considered excess Covered Fund Value and will not be used to calculate Guaranteed Annual Withdrawals.

Business Day – Any day, and during the hours, on which the New York Stock Exchange is open for trading. If a date falls on a non-Business Day, the following Business Day will be used unless otherwise stated in the Prospectus.

Code – The Internal Revenue Code of 1986, as amended, and all related laws and regulations which are currently in effect.

Contingent Annuitant – The person you may name in the application who becomes the Annuitant when the Primary Annuitant dies. The Contingent Annuitant must be designated before the death of the Primary Annuitant and before annuity payouts have begun.

Contingent Beneficiary – The person you may designate to become the Beneficiary when the primary Beneficiary dies.

Contributions – Amounts of money you invest or deposit into your Annuity Account.

Covered Fund – Interests in Sub-Account(s) designated for the Income Segment.

• Great-West SecureFoundation^® Balanced Fund – Investor Class Shares

• Any other Portfolio we approve for the GLWB

Covered Fund Value – The aggregate value of each Covered Fund.

Covered Person(s) – For purposes of the GLWB Rider, the person(s) whose age determines the Guaranteed Annual Withdrawal Percentage and on whose life the Guaranteed Annual Withdrawal Amount will be based. If there are two Covered Persons, the Guaranteed Annual Withdrawal Percentage will be based on the age of the younger life and the Installments can continue until the death of the second life. If a natural person owns the Contract, the Owner of the Contract must be a Covered Person. If a Grantor Trust owns the Contract, the Grantor(s) must be the sole Covered Person(s). A Joint Covered Person must be the Owner’s Spouse and (i) a Joint Owner; or (ii) the 100% primary Beneficiary under the Contract.

Death Benefit – The amount payable to the Beneficiary when the Owner or the Annuitant dies, as applicable.

Decree – A divorce or separation instrument, as defined in Section 71(b)(2) of the Code, that creates or recognizes the existence of an Alternate Payee’s right to, or assigns to an Alternate Payee the right to receive all or a portion of the benefits payable with respect to an Owner that Great-West accepts and approves, except as otherwise agreed.

Distributions – Amounts paid from a Covered Fund, including but not limited to partial and systematic withdrawals.

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Effective Date – The date on which the first Contribution is credited to your Annuity Account.

Excess Withdrawal – An amount either distributed or transferred from the Covered Fund during the GLWB Accumulation Phase or any amount combined with all other amounts that exceed the annual GAW during the GAW Phase that reduces your Benefit Base. The Guarantee Benefit Fee and the M&E Charge shall not be treated as a Distribution or Excess Withdrawal for this purpose.

Guarantee Benefit Fee – The fee associated with the Income Segment and GLWB Rider. The Guarantee Benefit Fee also is sometimes referred to as the GLWB Rider Fee. For Contract applications signed before May 1, 2017, the Guarantee Benefit Fee is based on a percentage of Covered Fund Value. For Contract applications signed on or after May 1, 2017, the Guarantee Benefit Fee is based on a percentage of the Benefit Base.

Guaranteed Annual Withdrawal (GAW) – For purposes of the GLWB Rider, the annualized withdrawal amount that we guarantee for the lifetime of the Covered Person(s).

Guaranteed Annual Withdrawal Percentage (GAW%) – The percentage of the Benefit Base that determines the amount of the GAW. The GAW% applicable to new Contract purchases is disclosed in a Rate Sheet Supplement to this Prospectus applicable on the date you signed the application to purchase the Contract. For the GAW% applicable to applications signed prior to May 1, 2017, please see “Guaranteed Lifetime Withdrawal Benefit,” below.

Guaranteed Annual Withdrawal (GAW) Phase – The period of time between the Initial Installment Date and the first day of the GLWB Settlement Phase. The GAW Phase begins when you elect to begin taking GAW payments.

Guaranteed Lifetime Withdrawal Benefit (GLWB) – A payment option offered by the GLWB Rider that pays Installments during the life of the Covered Person(s). The Covered Person(s) will receive periodic payments in either monthly, quarterly, semiannual, or annual Installments that in total over a 12-month period equal the GAW.

GLWB Accumulation Phase – The period of time between the GLWB Rider Election Date and the Initial Installment Date.

GLWB Rider – The Guaranteed Lifetime Withdrawal Benefit (GLWB) Rider issued to the Owner which specifies the benefits, rights, privileges, and obligations of the Owner and Great-West in the Income Segment, as modified by the Rate Sheet Supplement applicable on the date you signed the application to purchase the Contract. The GLWB Rider is initiated by allocating Contributions to the Income Segment Covered Fund. All guarantees are subject to the claims paying ability of Great-West. The GAW% and Joint GAW% applicable to new Contract purchases are disclosed in a Rate Sheet Supplement to this Prospectus applicable on the date you signed the application to purchase the Contract. For the GAW% and Joint GAW% applicable to applications signed prior to May 1, 2017, please see “Guaranteed Lifetime Withdrawal Benefit,” below.

GLWB Rider Contributions – Owner directed amounts received and allocated to the Owner’s Covered Fund in the Income Segment, including but not limited to Transfers from other assets in the Contract. If this Contract is a Qualified Annuity Contract, GLWB Rider Contributions may also include rollovers as defined under Section 402(c), 403(b)(8), 408(d)(3) and 457(e)(16) of the Code. Reinvested dividends, capital gains, and settlements arising from the Covered Fund will not be considered GLWB Rider Contributions for the purpose of calculating the Benefit Base but will affect the Covered Fund Value. We reserve the right to stop accepting GLWB Rider Contributions at any time and will provide the Owner with a 30 day notice.

GLWB Rider Election Date – The Business Day on which the Owner or Beneficiary elects the GLWB option in the GLWB Rider by allocating GLWB Rider Contributions to the Covered Fund. The GLWB Rider Election Date shall be the date upon which the Initial Benefit Base is calculated and before the Owner attains the age of 85 years old.

GLWB Settlement Phase – The period when the Covered Fund Value has reduced to zero, but the Benefit Base is still positive during which Installments will continue to be paid.

Grantor – The natural person who is treated under Sections 671 through 679 of the Code as owning the assets of a Grantor Trust. All Grantors must be individuals.

Grantor Trust – A trust, the assets of which are treated under Sections 671 through 679 of the Code as being owned by the grantor(s). We allow a Grantor Trust to be an Owner only if it either has a single Grantor who is a natural person, or has two Grantors who are one another’s Spouse as of the Effective Date.

Income Segment – Assets allocated to the Sub-Account(s) associated with the optional GLWB Rider attached to the Contract.

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Income Segment Account Value – The sum of the values of the Sub-Accounts in the Income Segment credited to the Owner under the Annuity Account. The Income Segment Account Value is credited with a return based upon the investment experience of the investment option(s) selected by the Owner and will increase or decrease accordingly.

Investment Segment – Assets allocated to the Sub-Accounts not associated with the optional GLWB Rider attached to the Contract.

Investment Segment Account Value – The sum of the values of the Sub-Accounts in the Investment Segment credited to the Owner under the Annuity Account. The Investment Segment Account Value is credited with a return based upon the investment experience of the investment option(s) selected by the Owner and will increase or decrease accordingly.

Initial Installment Date – The date of the first Installment under the GLWB, which must be a Business Day.

Installments – Periodic payments of the GAW.

Joint GAW% – The GAW% used with the GLWB Rider if there are two Covered Persons. The Joint GAW% applicable to new Contract purchases is disclosed in a Rate Sheet Supplement to this Prospectus applicable on the date you signed the application to purchase the Contract. For the GAW% and Joint GAW% applicable to applications signed prior to May 1, 2017, please see “Guaranteed Lifetime Withdrawal Benefit,” below.

Mortality and Expense Risk Charge (M&E Charge) – An amount deducted from your Annuity Account Value at the end of each valuation period to compensate Great-West for bearing certain mortality and expense risks under the Contract.

Non-Qualified Annuity Contract – An annuity Contract which is not intended to satisfy the requirements of Sections 408(b) (IRAs) or 408A (Roth IRAs) of the Code. We may issue this Contract as a Non-Qualified Annuity Contract.

Owner (Joint Owner) or You – The person(s) named in the application who is entitled to exercise all rights and privileges under the Contract, while the Annuitant is living. Joint Owners must be one another’s Spouse as of the Effective Date and must both be natural persons. The Annuitant will be the Owner unless otherwise indicated in the application. If the Contract is intended to be held as a Qualified Annuity Contract, the Owner must be the Annuitant and a Joint Owner is not permitted. The Owner must be either a natural person or a Grantor Trust. In the event that the Owner is a Grantor Trust, all references to the life, age or death of the Owner shall pertain to the life, age or death of the Grantor(s).

Qualified Annuity Contract – An annuity contract that is intended to qualify under Sections 408(b) (IRAs) or 408A (Roth IRAs) of the Code. We may issue this Contract as a Qualified Annuity Contract.

Payout Election Date – The date on which annuity payouts or periodic withdrawals begin from the Investment Segment. The Payout Election Date must occur before the Annuitant’s 99^th birthday.

Portfolio – A registered management investment company, or portfolio or series thereof, in which the assets of the Series Account may be invested.

Premium Tax – A tax that a state or other governmental authority charges. Varying by state, the current range of Premium Taxes is 0% to 3.5% and may be deducted with respect to your Contributions, from amounts withdrawn, or from amounts applied on the Payout Election Date, or the Annuity Account Value when incurred by Great-West or at another time of Great-West’s choosing.

Ratchet – For purposes of the GLWB Rider, an increase in the Benefit Base if the Covered Fund Value exceeds the current Benefit Base on the Ratchet Date.

Ratchet Date – During the GLWB Accumulation Phase, the Ratchet Date is the anniversary of the Owner’s GLWB Rider Election Date and each anniversary thereafter. During the GAW Phase, the Ratchet Date is the Initial Installment Date and each anniversary thereafter. A Reset may also occur on the Ratchet Date during the GAW Phase. If any anniversary is a non-Business Day, the Ratchet Date shall be the following Business Day for that year.

Rate Sheet Supplement – Supplements to the Prospectus which we periodically file with the SEC that detail and modify certain rates associated with the GLWB Rider for new Contract purchases. Rate Sheet Supplements will disclose the GAW%s and the Joint GAW%s for all GLWB Riders applicable for a specified range of dates. The terms of a Rate Sheet Supplement (including GAW%s, Joint GAW%s) with no specified end date may not be amended unless we provide a minimum of 10 business days prior notice. Historical GAW%s and Joint GAW%s reflected in Rate Sheet Supplements may be found in the Statement of Additional Information, as well as on the SEC’s website (www.sec.gov) by searching with File Number 333-194043. For the GAW% and Joint GAW% applicable to applications signed prior to May 1, 2017, please see “Guaranteed Lifetime Withdrawal Benefit,” below. For the GAW% and Joint GAW% applicable to applications signed on or after May 1, 2017, please refer to the Rate Sheet Supplement attached to your prospectus.

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Request – Any written, telephoned, electronic or computerized instruction in a form satisfactory to Great-West that the Retirement Resource Operations Center receives from you, your designee (as specified in a form acceptable to Great-West) or the Beneficiary (as applicable) as required by any provision of the Contract. The Request is subject to any action taken or payment made by Great-West before it is processed.

Reset – A change made to the Benefit Base and GAW% if the Covered Fund Value multiplied by the Attained Age GAW% is higher than the current Benefit Base multiplied by the current GAW% on the Ratchet Date. Installments will not change unless Requested.

Retirement Resource Operations Center – You may write to us at P.O. Box 173920, Denver, CO 80217-3920; call us toll free at (800) 838-0650; or email us at AnnuityOperations@greatwest.com.

Series Account – Variable Annuity-1 Series Account, the segregated asset account established by Great-West under Colorado law and registered as a unit investment trust under the Investment Company Act of 1940, as amended (the “1940 Act”). The Series Account is also referred to as the separate account.

Spouse – A person recognized as a spouse in the state where the couple was legally married. The term does not include a party to a registered domestic partnership, civil union, or similar formal relationship recognized under state law that is not denominated a marriage under that state’s law.

Sub-Account – A division of the Series Account containing the shares of a Portfolio in the Investment Segment, the Income Segment, or both. There is a Sub-Account for each Portfolio. We may also refer to a Sub-Account as an “investment option” in the Prospectus, SAI, or Series Account financial statements.

Surrender Value – Your Annuity Account Value on the Transaction Date of the surrender, less Premium Tax, if any.

Transaction Date – The date on which any Contribution or Request from you will be processed. Contributions and Requests received after the close of regular trading on the New York Stock Exchange (generally 4:00 p.m. ET) will be deemed to have been received on the next Business Day. Requests will be processed and the Annuity Account Value will be determined on each day that the New York Stock Exchange is open for trading.

Transfer – Moving amounts from and among the Sub-Account(s).

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Fee Tables

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the Contract. The first table describes the fees and expenses that you will pay at the time that you buy the Contract, surrender the Contract, or transfer cash value between investment options. State Premium Taxes may also be deducted.

Owner Transaction Expenses
Sales Load Imposed on Purchases	None
Deferred Sales Load	None
Surrender Fees	None
Maximum Transfer Charge	$25*

* Currently, there is no charge for Transfers. We reserve the right, however, to impose a transfer charge after we notify you. See “Transfers” below.

The next table describes the fees and expenses that you will pay periodically during the time that you own the Contract, not including Portfolio fees and expenses.

Annual Contract Fee	None
Series Account Annual Expenses (as a percentage of average Annuity Account Value)
Mortality and Expense Risk Charges (based on Death Benefit Option selected)
Option 1: Return of Annuity Account Value	0.65%
Option 2: Guaranteed Minimum Death Benefit	0.85%
Maximum Total Series Account Annual Expenses (with the most expensive Death Benefit Option and no optional GLWB Rider selected) as a percentage of average Annuity Account Value	0.85%
Optional GLWB Rider Fees Optional Guaranteed Lifetime Withdrawal Benefit Rider (with charges assessed quarterly)
Guarantee Benefit Fee (maximum)	1.50%
Guarantee Benefit Fee (current) as a percentage of the current Covered Fund Value (for Contract applications signed before May 1, 2017)	1.00%
Guarantee Benefit Fee (current) as a percentage of the current Benefit Base (for Contract applications signed on or after May 1, 2017)	0.90%

The next item shows the minimum and maximum total operating expenses charged by the Portfolios, before any waivers or reimbursements, that you may pay periodically during the time that you own the Contract. More detail concerning each Portfolio’s fees and expenses is contained in the prospectus for each Portfolio.

Total Annual Portfolio Operating Expenses	Minimum	Maximum
(Expenses that are deducted from Portfolio assets, including management fees, distribution and/or service (12b-1) fees, and other expenses)1	0.03%	3.02%

THE ABOVE EXPENSES FOR THE PORTFOLIOS WERE PROVIDED BY THE PORTFOLIOS. WE HAVE NOT INDEPENDENTLY VERIFIED THE ACCURACY OF THE INFORMATION.

^{1 The} Covered Fund (the Great-West SecureFoundation Balanced Fund - Investor Class Shares) is a “funds of funds” that invests substantially all of its assets in shares of other series of Great-West Funds, Inc. (the “Underlying Portfolios”). Because of this, the Great-West SecureFoundation Balanced Fund - Investor Class Shares also bears its pro rata share of the operating expenses of the Underlying Portfolios. The above minimum and maximum expenses include fees and expenses incurred indirectly by the Great-West SecureFoundation Balanced Fund - Investor Class Shares as a result of its investment in shares of one or more Underlying Portfolios.

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Examples

These Examples are intended to help you compare the cost of investing in the Contract with the cost of investing in other variable annuity contracts. These costs include Owner transaction expenses, contract fees, Series Account annual expenses, and Portfolio fees and expenses.

Investment Segment Example. The Example below assumes that you invest $10,000 in the Investment Segment of the Contract (and nothing in the Income Segment) for the time periods indicated. The Example also assumes that your investment has a 5% return each year and assumes the maximum Mortality and Expense Risk Charge and the maximum fees and expenses of any of the Portfolios in the Investment Segment. In addition, this Example assumes no Transfers were made and no Premium Taxes were deducted. If these arrangements were considered, the expenses shown would be higher. This Example also does not take into consideration any fee waiver or expense reimbursement arrangements of the Portfolios.

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

If you retain your Contract, surrender your Contract, or annuitize your Contract at the end of the applicable time period:

1 year	3 years	5 years	10 years
$387.00	$1,233.00	$2,185.00	$5,100.00

Income Segment Example – Maximum Guarantee Benefit Fee. The Example below assumes that you invest $10,000 in the Income Segment of the Contract (and nothing in the Investment Segment) for the time periods indicated. The Example also assumes that your investment has a 5% return each year and assumes the maximum Mortality and Expense Risk Charge, maximum Guarantee Benefit Fee and the maximum fees and expenses of any of the Portfolios in the Income Segment. In addition, this Example assumes no Transfers were made and no Premium Taxes were deducted. If these arrangements were considered, the expenses shown would be higher. This Example also does not take into consideration any fee waiver or expense reimbursement arrangements of the Portfolios.

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

If you retain your Contract, surrender your Contract, or annuitize your Contract at the end of the applicable time period:

1 year	3 years	5 years	10 years
$301.00	$967.00	$1,727.00	$4,111.00

Income Segment Example – Current Guarantee Benefit Fee (for Contract applications signed prior to May 1, 2017). The Example below assumes that you invest $10,000 in the Income Segment of the Contract (and nothing in the Investment Segment) for the time periods indicated. The Example also assumes that your investment has a 5% return each year and assumes the maximum Mortality and Expense Risk Charge, current Guarantee Benefit Fee of 1.00% of Covered Fund Value, and the maximum fees and expenses of any of the Portfolios in the Income Segment. In addition, this Example assumes no Transfers were made and no Premium Taxes were deducted. If these arrangements were considered, the expenses shown would be higher. This Example also does not take into consideration any fee waiver or expense reimbursement arrangements of the Portfolios.

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

If you retain your Contract, surrender your Contract, or annuitize your Contract at the end of the applicable time period:

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1 year	3 years	5 years	10 years
$251.00	$811.00	$1,454.00	$3,501.00

Income Segment Example – Current Guarantee Benefit Fee (for Contract applications signed on or after May 1, 2017). The Example below assumes that you invest $10,000 in the Income Segment of the Contract (and nothing in the Investment Segment) for the time periods indicated. The Example also assumes that your investment has a 5% return each year and assumes the maximum Mortality and Expense Risk Charge, current Guarantee Benefit Fee of 0.90% of Benefit Base, and the maximum fees and expenses of any of the Portfolios in the Income Segment. In addition, this Example assumes no Transfers were made and no Premium Taxes were deducted. If these arrangements were considered, the expenses shown would be higher. This Example also does not take into consideration any fee waiver or expense reimbursement arrangements of the Portfolios.

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

If you retain your Contract, surrender your Contract, or annuitize your Contract at the end of the applicable time period:

1 year	3 years	5 years	10 years
$241.00	$779.00	$1,399.00	$3,375.00

These Examples do not show the effect of Premium Taxes. Premium Taxes (ranging from 0% to 3.5%) are deducted from Contract Value upon full surrender, death, or annuitization. These Examples also do not include any of the taxes or penalties you may be required to pay if you surrender your Contract.

The fee tables and example should not be considered a representation of past or future expenses and charges of the Sub-Accounts. Your actual expenses may be greater or less than those shown. Similarly, the 5% annual rate of return assumed in the example is not an estimate or a guarantee of future investment performance. See “Charges and Deductions” below.

Condensed Financial Information

Attached as Appendix A is a table showing selected information concerning Accumulation Units for each Sub-Account. An Accumulation Unit is the unit of measure that we use to calculate the value of your interest in a Sub-Account. The Accumulation Unit values reflect the deduction of the Mortality and Expense Risk Charge, but not the Guarantee Benefit Fee, if applicable, which is deducted from Covered Fund Value. The information in the table is derived from audited financial statements of the Series Account. To obtain a more complete picture of each Sub-Account’s finances and performance, you should also review the Series Account’s financial statements, which are in the Statement of Additional Information.

Summary

The Schwab OneSource Choice Variable Annuity allows you to accumulate assets on a tax-deferred basis by investing in a variety of variable investment options (the Sub-Accounts). The performance of your Annuity Account Value will vary with the investment performance of the Portfolios corresponding to the Sub-Accounts you select. You bear the entire investment risk for all amounts invested in them. Depending on the performance of the Sub-Accounts you select, your Annuity Account Value could be less than the total amount of your Contributions.

When you purchase the Contract, you have the option of allocating Contributions to the Sub-Accounts available in the Investment Segment (relating to the base Contract), to the Covered Fund in the Income Segment (relating to the GLWB Rider), or both. If you exercise the Income Segment option, the GLWB Rider will provide you with a guaranteed lifetime withdrawal benefit, provided all conditions, described below, are met.

How to contact the Retirement Resource Operations Center:

Retirement Resource Operations Center

P.O. Box 173920

Denver, CO 80217-3920

(800) 838-0650

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How to Invest

We refer to amounts you invest in the Contract as “Contributions.” The minimum initial Contribution is $5,000. Additional Contributions to the Investment Segment can be made at any time before you begin receiving annuity payments.

The minimum subsequent Contribution is $500 (or $100 if investing via an Automatic Bank Draft Plan, if available). However, total Contributions may not exceed $1,000,000 without prior approval from Great-West. We reserve the right to lower the minimum Contribution or accept larger maximum total Contributions. We also reserve the right to cease accepting Contributions at any time for any reason.

You may purchase the Schwab OneSource Choice Variable Annuity through an exchange of another insurance contract.

Sales and Surrender Charges. There are no sales, redemption, surrender, or withdrawal charges under the Schwab OneSource Choice Variable Annuity.

Right of Cancellation Period

Where required by law, you may have the ability to cancel your interest in the Contract for any reason by delivering or mailing a Request to cancel to the Retirement Resource Operations Center or to an authorized agent of Great-West within 10 days (or the period of time required by state law) after Great-West receives your completed application form. We must receive your cancellation Request in person or postmarked prior to the expiration of the right of cancellation period. Upon cancellation, we will refund your Annuity Account Value plus fees and charges as of the date we receive your Request for cancellation. This amount may be higher or lower than your Contributions depending on the investment performance of the Portfolios you selected, which means that you bear the investment risk during this period.

For more information regarding the Right of Cancellation Period, see “Right of Cancellation,” below. For California residents age 60 and over, see “Right of Cancellation Period—California Residents Age 60 and Over,” below.

If you cancel your Contract during the right of cancellation period, any applicable Benefit Base will be reduced to zero.

State Variations

Contracts issued in your state may provide different features and benefits from, and impose different costs than, those described in this Prospectus because of state law variations. These differences include, among other things, free look rights, issue age limitations, and the general availability of riders. This Prospectus describes the material rights and obligations of an Owner. The maximum fees and charges for all contract features and benefits are set forth in the fee table of this Prospectus. All material state variations to the Contract and GLWB Rider are disclosed in the attached Appendix C, as well as state variations to the right of cancellation. It is also important that you read and retain your Contract, riders, amendments and endorsements.

Guaranteed Lifetime Withdrawal Benefit Rider Option

For applications signed before May 1, 2017, the Contract offers a Guaranteed Lifetime Withdrawal Benefit Rider option which calculates the Guarantee Benefit Fee as a percentage of the Covered Fund Value. For applications signed on or after May 1, 2017, the Contract offers a Guaranteed Lifetime Withdrawal Benefit Rider option which calculates the Guarantee Benefit Fee as a percentage of the Benefit Base.

Provided all conditions are met, the GLWB Rider provides an annual withdrawal amount that is guaranteed for the lifetime of the Covered Person(s) according to a fixed schedule that varies the GAW% with the age of the Covered Person(s).

Effective May 1, 2017, the GAW% and Joint GAW% applicable to you are disclosed in the Rate Sheet Supplement in effect at the time you signed the application to purchase your Contract (and satisfied other terms described in this paragraph). In order to receive the disclosed GAW% or Joint GAW%, your application must be signed after the date stated in the Rate Sheet Supplement, your application must be received by us within 10 days of signing, and your initial Contribution must be received by us within 30 days of receipt of your application. If these terms are met, the disclosed rates will apply to your Contract and cannot be changed. Terms reflected in Rate Sheet Supplements that were not in effect at such time will not apply to your Contract. The terms of a Rate Sheet Supplement (including the GAW%s and Joint GAW%s) with no specified end date may not be amended unless we provide a minimum of 10 business days prior notice.

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The current and any proposed Rate Sheet Supplements may be found on the SEC’s website (www.sec.gov) by searching with File Number 333-194043. You may contact us at the Retirement Resource Operations Center for a Rate Sheet Supplement applicable to your Contract. As available, historical GAW%s and Joint GAW%s reflected in Rate Sheet Supplements may be found in the Statement of Additional Information, as well as on the SEC’s website (www.sec.gov) by searching with File Number 333-194043. For the GAW% and Joint GAW% applicable to applications signed prior to May 1, 2017, please see “Guaranteed Lifetime Withdrawal Benefit,” below. For the GAW% and Joint GAW% applicable to applications signed on or after May 1, 2017, please refer to the Rate Sheet Supplement attached to your prospectus.

All guarantees are subject to the claims paying ability of Great-West.

Payout Options

The Schwab OneSource Choice Variable Annuity offers three payout options: (1) periodic withdrawals; (2) variable annuity payouts; or (3) a single, lump-sum payment.

Prior to the Annuity Commencement Date, you can withdraw all or a part of your Annuity Account Value. There are no surrender or withdrawal charges. Certain withdrawals will normally be subject to federal income tax and may also be subject to a federal penalty tax. You may also pay a Premium Tax upon a withdrawal.

Death Benefit

If the Owner dies before the Annuity Commencement Date, we will pay the Death Benefit to your Beneficiary. If the Owner dies before the entire value of the Contract is distributed, we will distribute the remaining value according to the rules outlined in the “Death Benefit” section below.

The amount distributed to your Beneficiary will depend on the Death Benefit option you select. We offer two Death Benefit options. For Option 1, the Owner, Annuitant, and Contingent Annuitant each must be age 85 or younger at the time the Contract is issued. Option 1 provides for the payment of your Annuity Account Value minus any Premium Tax. For Option 2, the Owner, Annuitant, and Contingent Annuitant each must be age 80 or younger at the time the Contract is issued. Option 2 provides for the payment of the greater of (1) your Annuity Account Value, minus any Premium Tax or (2) the sum of all Contributions, minus any Proportional Withdrawals you have made and minus any Premium Tax. If you select Death Benefit Option 1, your Mortality and Expense Risk Charge will be 0.65%. If you choose Death Benefit Option 2, this charge will be 0.85%.

This summary highlights some of the more significant aspects of the Schwab OneSource Choice Variable Annuity. You’ll find more detailed information about these topics throughout the Prospectus and in your Contract. Please keep them both for future reference.

Great-West Life & Annuity Insurance Company

Great-West is a stock life insurance company that was originally organized under the laws of the State of Kansas as the National Interment Association. Our name was changed to Ranger National Life Insurance Company in 1963 and to Insuramerica Corporation in 1980 prior to changing to our current name in 1982. In September of 1990, we re-domesticated under the laws of the State of Colorado. Our executive office is located at 8515 East Orchard Road, Greenwood Village, Colorado 80111.

Great-West is a wholly owned subsidiary of GWL&A Financial, Inc., a Delaware holding company. GWL&A Financial, Inc. is an indirect wholly-owned subsidiary of Great-West Lifeco Inc., a Canadian holding company. Great-West Lifeco Inc. is a subsidiary of Power Financial Corporation, a Canadian holding company with substantial interests in the financial services industry. Power Financial Corporation is a subsidiary of Power Corporation of Canada, a Canadian holding and management company. Through a group of private holding companies, The Desmarais Family Residuary Trust, which was created on October 8, 2013 under the Last Will and Testament of Paul G. Desmarais, has voting control of Power Corporation of Canada.

We are authorized to do business in 49 states, the District of Columbia, Puerto Rico, U.S. Virgin Islands, and Guam.

Any payments we are required to make to you under the GLWB Rider will depend on our long-term ability to make such payments. We will make all payments under the GLWB Rider in the GLWB Settlement Phase from our general account, which is not insulated from the claims of our third party creditors. Therefore, your receipt of payments from us is subject to our financial strength and claims paying ability. The Covered Fund does not make payments under the GLWB Rider.

The Series Account

We established the Series Account in accordance with Colorado laws on July 24, 1995.

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The Series Account is registered with the SEC under the 1940 Act as a unit investment trust. Registration under the 1940 Act does not involve supervision by the SEC of the management or investment practices or policies of the Series Account.

We own the assets of the Series Account. The income, gains, or losses, realized or unrealized, from assets allocated to the Series Account are credited to or charged against the Series Account without regard to our other income, gains, or losses.

We will at all times maintain assets in the Series Account with a total market value at least equal to the reserves and other liabilities relating to the variable benefits under all Contracts and other of our variable insurance products participating in the Series Account. Those assets may not be charged with our liabilities from our other business. Our obligations under the Contracts and other products are, however, our general corporate obligations.

In calculating our corporate income tax liability, we derive certain corporate income tax benefits associated with the investment of company assets, including Series Account assets that are treated as company assets under applicable income tax law. These benefits, which reduce our overall corporate income tax liability, may include dividends received, deductions, and foreign tax credits, which can be material. We do not pass these benefits through to the Series Account or our other separate accounts, principally because: (i) the great bulk of the benefits results from the dividends received deduction, which involves no reduction in the dollar amount of dividends that the Series Account receives; and (ii) under applicable income tax law, Owners are not the owners of the assets generating the benefits.

The Series Account is divided into several Sub-Accounts. Each Sub-Account invests exclusively in shares of a corresponding investment Portfolio of a registered investment company (commonly known as a mutual fund). We may in the future add new Sub-Accounts or delete existing Sub-Accounts. The income, gains, or losses, realized or unrealized, from assets allocated to each Sub-Account are credited to, or charged against, that Sub-Account without regard to the other income, gains, or losses of the other Sub-Accounts. All amounts allocated to a Sub-Account will be fully invested in Portfolio shares.

We hold the assets of the Series Account. We keep those assets physically segregated and held separate and apart from our general account assets. We maintain records of all purchases and redemptions of shares of the Portfolios.

The Portfolios

The Contract offers a number of investment options, corresponding to the Sub-Accounts. Each Sub-Account invests in a single Portfolio. Each Portfolio is a separate mutual fund registered under the 1940 Act. More comprehensive information, including a discussion of potential risks, is found in the current prospectuses for the Portfolios. You should read the Portfolios’ prospectuses in connection with this Prospectus. You may obtain a copy of the Portfolios’ prospectuses without charge by Request. If you received a summary prospectus for a Portfolio, please follow the directions on the first page of the summary prospectus to obtain a copy of that Portfolio’s prospectus.

Each Portfolio:

• holds its assets separately from the assets of the other Portfolios,

• has its own distinct investment objectives and policies, and

• operates as a separate investment fund.

The income, gains and losses of one Portfolio generally have no effect on the investment performance of any other Portfolio.

The Portfolios are not available to the general public directly. The Portfolios are only available as investment options in variable annuity contracts or variable life insurance policies issued by life insurance companies or, in some cases, through participation in certain qualified pension or retirement plans.

Some of the Portfolios have been established by investment advisers that manage publicly available mutual funds having similar names and investment objectives. While some of the Portfolios may be similar to, and may in fact be modeled after publicly available mutual funds, you should understand that the Portfolios are not otherwise directly related to any publicly available mutual fund. Consequently, the investment performance of publicly available mutual funds and any corresponding Portfolios may differ.

The investment objectives of the Portfolios available under the Investment Segment are briefly described below followed by the investment objective of the Covered Fund available under the Income Segment:

The Alger Portfolios – advised by Fred Alger Management, Inc.

Alger Capital Appreciation Portfolio – Class I-2 Shares seeks long-term capital appreciation.

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Alger Large Cap Growth Portfolio – Class I-2 Shares seeks long-term capital appreciation.

Alger Mid Cap Growth Portfolio – Class I-2 Shares* seeks long-term capital appreciation.

AllianceBernstein Variable Products Series Fund, Inc. – advised by AllianceBernstein, L.P.

AB VPS Growth and Income Portfolio – Class A Shares seeks long-term growth of capital.

AB VPS Growth Portfolio – Class A Shares seeks to provide long-term growth of capital.

AB VPS International Growth Portfolio – Class A Shares* seeks long-term growth of capital.

AB VPS Real Estate Investment Portfolio – Class A Shares seeks total return from long-term growth of capital and income.

AB VPS Small/Mid Cap Value Portfolio – Class A Shares seeks long-term growth of capital.

ALPS Variable Investment Trust – advised by ALPS Advisors, Inc.

ALPS/ Red Rocks Listed Private Equity Portfolio – Class I Shares seeks to maximize total return, which consists of appreciation on its investments and a variable income stream.

American Century Investments Variable Portfolios, Inc. – advised by American Century Investment Management, Inc.

American Century Investments VP Balanced Fund – Class I Shares seeks long-term capital growth and current income by investing approximately 60% of its assets in equity securities and the remainder in bonds and other fixed-income securities.

American Century Investments VP Income & Growth Fund – Class I Shares seeks capital growth by investing in common stocks.

American Century Investments VP International Fund – Class I Shares seeks capital growth.

American Century Investments VP Mid Cap Value Fund – Class II Shares seeks long-term capital growth. Income is a secondary objective.

American Century Investments VP Value Fund – Class I Shares seeks long-term capital growth. Income is a secondary objective.

American Funds Insurance Series – advised by Capital Research and Management Company.

American Funds IS^® New World Fund – Class 2 Shares seeks long term capital appreciation.

BlackRock Variable Series Funds, Inc. – advised by BlackRock Advisors, LLC.

BlackRock Global Allocation V.I. Fund – Class I Shares seeks high total investment return.

ClearBridge Investments – advised by Legg Mason Partners Fund Advisor, LLC.

ClearBridge Variable Mid Cap Portfolio – Class I Shares seeks long-term growth of capital.

ClearBridge Variable Small Cap Growth Portfolio – Class I Shares seeks long-term growth of capital.

Columbia Funds – advised by Columbia Management Investment Advisors, LLC.

Columbia Variable Portfolio – Large Cap Growth Fund – Class 2 Shares seeks to provide shareholders with long-term capital growth.

Columbia Variable Portfolio – Seligman Global Technology Fund – Class 2 Shares seeks to provide shareholders with long-term capital appreciation.

Columbia Variable Portfolio – Small Cap Value Fund – Class 2 Shares seeks long-term capital appreciation.

Delaware VIP Trust – The Series is managed by Delaware Management Company.

Delaware VIP Emerging Markets Series – Standard Class Shares seeks long-term capital appreciation.

Delaware VIP Small Cap Value Series – Standard Class Shares seeks capital appreciation.

Delaware VIP Smid Cap Core Series – Standard Class Shares (formerly Delaware VIP Smid Cap Growth Series) seeks long-term capital appreciation.

Delaware VIP Value Series – Standard Class Shares seeks long-term capital appreciation.

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Deutsche Variable Series I – advised by Deutsche Investment Management Americas, Inc.

Deutsche Capital Growth VIP – Class A Shares seeks to provide long-term growth of capital.

Deutsche Core Equity VIP – Class A Shares seeks long-term growth of capital, current income and growth of income.

Deutsche Global Small Cap VIP – Class A Shares seeks above-average capital appreciation over the long term.

Deutsche Variable Series II – advised by Deutsche Investment Management Americas, Inc.

Deutsche CROCI^® U.S. VIP. – Class A Shares* (formerly Deutsche Large Cap Value VIP) seeks to achieve a high rate of total return.

Deutsche Small Mid Cap Growth VIP – Class A Shares seeks long-term capital appreciation.

Deutsche Small Mid Cap Value VIP – Class A Shares* seeks long-term capital appreciation.

Deutsche Investments VIT Funds – advised by Deutsche Investment Management, Inc.

Deutsche Small Cap Index VIP – Class A Shares seeks to replicate, as closely as possible, before the deduction of expenses, the performance of the Russell 2000^® Index, which emphasizes stock of small U.S. companies.

Dreyfus Investment Portfolios – advised by The Dreyfus Corporation.

Dreyfus Investment Portfolios MidCap Stock Portfolio – Initial Shares seeks investment results that are greater than the total return performance of publicly traded common stocks of medium-size domestic companies in the aggregate, as represented by the Standard & Poor’s MidCap 400^® Index (S&P 400 Index), and if such fees and/or charges were included, the fees and expenses would be higher.

Dreyfus Variable Investment Fund – advised by The Dreyfus Corporation.

Dreyfus Variable Investment Fund Appreciation Portfolio – Initial Shares* seeks long-term capital growth consistent with the preservation of capital. Its secondary goal is current income.

Dreyfus Variable Investment Fund Growth and Income Portfolio – Initial Shares seeks long-term capital growth, current income and growth of income consistent with reasonable investment risk.

Federated Insurance Series – advised by Federated Investment Management Company.

Federated Fund for U.S. Government Securities II seeks to provide current income.

Franklin Templeton Variable Insurance Products Trust

Franklin Small Cap Value VIP Fund – Class 2 Shares seeks long-term total return. Advised by Franklin Advisory Services, LLC.

Templeton Foreign VIP Fund – Class 2 Shares seeks long-term capital growth. Advised by Templeton Investment Counsel, LLC.

Templeton Global Bond VIP Fund – Class 2 Shares seeks high current income, consistent with preservation of capital. Capital appreciation is a secondary consideration. Advised by Franklin Advisers, Inc.

Goldman Sachs Variable Insurance Trust – advised by Goldman Sachs Asset Management, L.P.

Goldman Sachs VIT Multi-Strategy Alternatives Portfolio – Service Shares seeks long-term growth of capital.

Great-West Funds, Inc. – advised by Great-West Capital Management, LLC of Greenwood Village, Colorado.

Great-West Goldman Sachs Mid Cap Value Fund – Investor Class seeks long-term growth of capital.

Great-West Invesco Small Cap Value Fund – Investor Class seeks long-term growth of capital.

Great-West Loomis Sayles Bond Fund – Investor Class seeks high total investment return through a combination of current income and capital appreciation.

Great-West T. Rowe Price Mid Cap Growth Fund – Investor Class seeks long-term capital appreciation.

Invesco Variable Insurance Funds – advised by Invesco Advisers, Inc.

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Invesco V.I. Comstock Fund – Series I Shares seeks capital growth and income through investments in equity securities, including common stocks, preferred stocks and securities convertible into common and preferred stocks.

Invesco V.I. Growth and Income Fund – Series I Shares seeks long-term growth of capital and income.

Invesco V.I. High Yield Fund – Series I Shares seeks total return, comprised of current income and capital appreciation.

Invesco V.I. International Growth Fund – Series I Shares seeks long-term growth of capital.

Invesco V.I. Mid Cap Core Equity Fund – Series I Shares* seeks long-term growth of capital.

Invesco V.I. Small Cap Equity Fund – Series I Shares seeks long-term growth of capital.

Invesco V.I. Technology Fund – Series I Shares* seeks long-term growth of capital.

Ivy Funds – advised by Ivy Investment Management Company.

Ivy VIP International Core Equity seeks to provide capital growth and appreciation.

Janus Aspen Series – advised by Janus Capital Management LLC. Effective on or about June 2, 2017, this series will be renamed the Janus Henderson Series.

Janus Aspen Balanced Portfolio – Service Shares seeks long-term capital growth, consistent with preservation of capital and balanced by current income. Effective on or about June 2, 2017, this Portfolio will be renamed the Janus Henderson Balanced Portfolio.

Janus Aspen Flexible Bond Portfolio – Service Shares seeks to obtain maximum total return, consistent with preservation of capital. Effective on or about June 2, 2017, this Portfolio will be renamed the Janus Henderson Flexible Bond Portfolio.

Janus Aspen Global Research Portfolio – Institutional Shares seeks long-term growth of capital. Effective on or about June 2, 2017, this Portfolio will be renamed the Janus Henderson Global Research Portfolio.

Janus Aspen Global Technology Portfolio – Service Shares seeks long-term growth of capital. Effective on or about June 2, 2017, this Portfolio will be renamed the Janus Henderson Global Technology Portfolio.

JPMorgan Insurance Trust – advised by advised by J.P. Morgan Investment Management Inc.

JPMorgan Insurance Trust Intrepid Mid Cap Portfolio – Class 1 Shares seeks long-term capital growth by investing primarily in equity securities of companies with intermediate capitalizations. (effective on or about May 19, 2017, this fund will be liquidated)

JPMorgan Insurance Trust Small Cap Core Portfolio – Class 1 Shares seeks capital growth over the long term.

Lazard Retirement Series – advised by Lazard Asset Management, LLC.

Lazard Retirement Emerging Markets Equity Series Portfolio – Service Shares seeks long-term capital appreciation.

Lincoln Variable Insurance Products Trust – advised by Lincoln Investment Advisors Corporation.

LVIP Baron Growth Opportunities Fund – Service Class Shares seeks capital appreciation through long-term investments in securities of small and mid-sized companies with undervalued assets or favorable growth prospects.

MFS^® Variable Insurance Trust – advised by Massachusetts Financial Services Company.

MFS^® VIT Utilities Series – Service Class Shares seeks total return.

MFS^® Variable Insurance Trust II – advised by Massachusetts Financial Services Company.

MFS^® VIT II International Value Portfolio – Service Class Shares seeks capital appreciation.

MFS^® Variable Insurance Trust III – advised by Massachusetts Financial Services Company.

MFS^® VIT III Mid Cap Value Value Portfolio – Initial Class Shares seeks capital appreciation.

Neuberger Berman Advisers Management Trust – advised by Neuberger Berman Investment Advisers LLC.

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Neuberger Berman AMT Mid Cap Intrinsic Value Portfolio – Class S Shares seeks growth of capital.

Nationwide Variable Insurance Trust – advised by Nationwide Fund Advisors.

NVIT Mid Cap Index Fund – Class II Shares seeks capital appreciation.

Oppenheimer Variable Account Funds – advised by OFI Global Asset Management, Inc.

Oppenheimer Global Fund/VA – Non-Service Shares seeks capital appreciation.

Oppenheimer International Growth Fund/VA – Non-Service Shares seeks capital appreciation.

Oppenheimer Main Street Small Cap Fund^®/VA – Non-Service Shares seeks capital appreciation.

PIMCO Variable Insurance Trust – advised by Pacific Investment Management Company, LLC.

PIMCO VIT CommodityRealReturn^® Strategy Portfolio – Administrative Class Shares seeks maximum real return, consistent with prudent investment management.

PIMCO VIT Emerging Markets Bond Portfolio – Administrative Class Shares seeks maximum total return, consistent with preservation of capital and prudent investment management.

PIMCO VIT High Yield Portfolio – Administrative Class Shares seeks maximum total return, consistent with preservation of capital and prudent investment management.

PIMCO VIT Low Duration Portfolio – Administrative Class Shares seeks maximum total return, consistent with preservation of capital and prudent investment management.

PIMCO VIT Real Return Portfolio – Administrative Class Shares seeks maximum real return, consistent with preservation of real capital and prudent investment management.

PIMCO VIT Total Return Portfolio – Administrative Class Shares seeks maximum total return, consistent with preservation of capital and prudent investment management.

Pioneer Variable Contracts Trust – advised by Pioneer Investment Management, Inc.

Pioneer Fund VCT Portfolio – Class I Shares seeks reasonable income and capital growth.

Pioneer Mid Cap Value VCT Portfolio – Class II Shares* seeks capital appreciation by investing in a diversified portfolio of securities consisting primarily of common stocks.

Pioneer Select Mid Cap Growth VCT Portfolio – Class I Shares seeks long-term capital growth.

Putnam Variable Trust – advised by Putnam Investment Management, LLC.

Putnam VT American Government Income Fund – Class IB Shares seeks high current income with preservation of capital as its secondary objective.

Putnam VT Equity Income Fund – Class IB Shares seeks capital growth and current income.

Putnam VT Global Asset Allocation Fund – Class IA Shares seeks long-term return consistent with preservation of capital.

Putnam VT Global Health Care Fund – Class IB Shares* seeks capital appreciation.

Putnam VT Income Fund – Class IA Shares seeks high current income consistent with what Putnam Investment Management, LLC believes to be prudent risk.

Putnam VT International Equity Fund – Class IA Shares seeks capital appreciation.

Putnam VT International Value Fund – Class IA Shares seeks capital growth. Current income is a secondary objective.

Putnam VT Investors Fund – Class IA Shares seeks long-term growth of capital and any increased income that results from this growth.

Putnam VT Small Cap Value Fund – Class IA Shares seeks capital appreciation.

Schwab Annuity Portfolios – advised by Charles Schwab Investment Management, Inc.

Schwab Government Money Market Portfolio^TM (formerly Schwab Money Market Portfolio) seeks the highest current income consistent with stability of capital and liquidity by investing in U.S. government securities, such as: U.S. Treasury bills and notes; other obligations that are issued by the U.S. government, its agencies or

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instrumentalities, including obligations that are not fully guaranteed by the U.S. Treasury, such as those issued by Fannie Mae, Freddie Mac and the Federal Home Loan Banks; repurchase agreements that are collateralized fully by cash and/or U.S. government securities; and obligations that are issued by private issuers that are guaranteed as to principal or interest by the U.S. government, its agencies or instrumentalities. This Portfolio is neither insured nor guaranteed by the Federal Deposit Insurance Corporation or any other government agency. There can be no assurance that the Portfolio will be able to maintain a stable net asset value of $1.00 per share.

Schwab S&P 500 Index Portfolio seeks to track the total return of the S&P 500^® Index.

Sentinel Variable Products Trust – advised by Sentinel Asset Management, Inc.

Sentinel Variable Products Bond Fund seeks high current income while seeking to control risk

Sentinel Variable Products Common Stock Fund seeks a combination of growth of capital, current income, growth of income and relatively low risk as compared with the stock market as a whole.

Sentinel Variable Products Small Company Fund seeks growth of capital.

T. Rowe Price Variable Insurance Portfolio – advised by T. Rowe Price Associates, Inc.

T. Rowe Price Health Sciences Portfolio II seeks long-term capital appreciation.

Touchstone Variable Series Trust – advised by Touchstone Advisors, Inc.

Touchstone VST Focused Fund seeks to provide investors with capital appreciation.

VanEck VIP Trust – advised by Van Eck Associates Corporation.

VanEck VIP Global Hard Assets Fund – Class S Shares seeks long-term capital appreciation by investing primarily in hard asset securities. Income is a secondary consideration.

VanEck VIP Unconstrained Emerging Markets Bond Fund – Initial Class Shares* seeks high total return – income plus capital appreciation – by investing globally, primarily in a variety of debt securities.

Wells Fargo Advantage Funds – advised by Wells Fargo Funds Management, LLC.

Wells Fargo VT Discovery Fund – Class 2 Shares seeks long-term capital appreciation.

Wells Fargo VT Omega Growth Fund – Class 2 Shares seeks long-term capital appreciation.

Wells Fargo VT Opportunity Fund – Class 2 Shares seeks long-term capital appreciation.

* The Sub-Account investing in this Portfolio is closed to new Contributions and incoming Transfers (including Automatic Custom Transfers).

The investment objectives of the Covered Fund available under the Income Segment are briefly described below and discussed in more detail below under “Guaranteed Lifetime Withdrawal Benefit.” The Contract currently offers only one Covered Fund; however, Great-West may make additional Covered Funds available to Contract Owners in the future.

Great-West Funds, Inc. – advised by Great-West Capital Management, LLC.

Great-West SecureFoundation^® Balanced Fund – Investor Class seeks long-term capital appreciation and income.

Meeting Investment Objectives

Meeting investment objectives depends on various factors, including, but not limited to, how well the Portfolio managers anticipate changing economic and market conditions. There is no guarantee that any of these Portfolios will achieve their stated objectives.

Where to Find More Information About the Portfolios

Additional information about the investment objectives and policies of all the Portfolios and the investment advisory and administrative services and charges can be found in the current prospectuses of the Portfolios, which can be obtained from the Retirement Resource Operations Center. You may also visit https://schwab.retirementpartner.com.

You should read the Portfolios’ prospectuses carefully before making any decision concerning the allocation of Contributions to, or Transfers among, the Sub-Accounts.

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Addition, Deletion or Substitution of Sub-Accounts

Great-West selects the Portfolios offered though the Contract based on several criteria, including but not limited to asset class coverage, brand recognition, the reputation and tenure of the adviser or sub-adviser, expenses, performance, marketing, availability, investment conditions, and the qualifications of each investment company. Another factor we consider is whether the Portfolio or an affiliate of the Portfolio will compensate Great-West for providing certain administrative, marketing, or support services that would otherwise be provided by the Portfolio, its investment adviser, or its distributor. For more information on such compensation, see “Distribution of the Contracts,” below. When we develop and offer a variable annuity product in cooperation with a fund family or a distributor, Great- West will generally include Portfolios based on recommendations made by the fund family or the distributor, whose selection criteria may differ from our own. We have selected Portfolios of the Great-West Funds at least in part because they are managed by our directly owned subsidiary.

Great-West does not control the Portfolios and cannot guarantee that any of the Portfolios will always be available for allocation of Contributions or Transfers. We retain the right to make changes in the Series Account and in its investments, including the right to establish new Sub-Accounts or to eliminate existing Sub-Accounts.

Great-West periodically reviews each Portfolio and reserves the right to discontinue the offering of any Portfolio if we determine the Portfolio no longer meets one or more of the criteria, or if the Portfolio has not attracted significant allocations. If a Portfolio is discontinued, we may substitute shares of another Portfolio or shares of another investment company for the discontinued Portfolio’s shares. Any share substitution will comply with the requirements of the 1940 Act. If you are contributing to a Sub-Account corresponding to a Portfolio that is being discontinued, you will be given notice prior to the Portfolio’s elimination. Before a Sub-Account is eliminated, we will notify you and request that you reallocate the amounts invested in the Sub-Account to be eliminated.

Application and Initial Contributions

The first step to purchasing the Schwab OneSource Choice Variable Annuity is to complete your Contract application and submit it with your initial minimum Contribution of $5,000. You can make initial Contributions by check (payable to Great-West), by transferring amounts from an eligible brokerage account or by other methods approved by Great-West. You also may purchase the Contract through an exchange provided that the contract you are exchanging for the Schwab OneSource Choice Variable Annuity has a cash value of at least $5,000.

The Contract application and any initial Contributions made by check will be processed by the Retirement Resource Operations Center.

If your application is complete, your Contract will be issued and your Contribution will be credited within two Business Days after receipt by Great-West. Acceptance is subject to sufficient information in a form acceptable to us. We reserve the right to reject any application or Contribution.

If your application is incomplete, you will be contacted by telephone or email to obtain the required information. If the information necessary to complete your application is not received within five Business Days, we will return to you both your check and the application. If you provide consent we will retain the initial Contribution and credit it as soon as we have completed your application.

Right of Cancellation Period

During the right of cancellation period (ten days or longer where required by state law), you may cancel your Contract. If you purchased your Contract as a replacement of an existing contract, the right of cancellation period is extended to 30 days (or such longer period as required by your state) from the date you received it. If you exercise your right of cancellation, you must return the Contract to the Retirement Resource Operations Center or an agent of Great-West. Contracts returned during the right of cancellation period will be void from the start and we will return the amounts discussed below as of the Transaction Date the Request for cancellation is received.

In states that require us to return Annuity Account Value if you cancel your Contract, initial Contributions will be allocated to the Sub-Accounts you select in your application. In those states, we will refund your Annuity Account Value plus fees and charges as of the Transaction Date the Request for cancellation is received. This amount may be higher or lower than your Contributions depending on the investment performance, which means you bear the risk until we receive your Contract and Request for cancellation.

In states that require us to return Contributions if you cancel your Contract, we will return the greater of Annuity Account Value plus fees and charges or the amount of Contributions received as of the Transaction Date the Request for cancellation is received plus fees and charges. After the right of cancellation period, we allocate Contributions to the Annuity Account in the proportion Requested by the Owner. If there are no accompanying instructions, then allocations will be made in accordance with standing instructions. Allocations will be effective upon the Transaction Date.

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Right of Cancellation Period—California Residents Age 60 and Over

If you are a California resident age 60 or older when your Contract is issued, you have a 30-day right to cancel your Contract and you must instruct us whether you want to receive a return of your Contribution(s) or a return of Annuity Account Value on exercising the right of cancellation. Your choice will affect how we allocate your Contribution(s) during the 30-day period. You may cancel your Contract within 30 days of the date you received it and receive a refund by delivering a Request to cancel to the Retirement Resource Operations Center or to an authorized agent of Great-West. If you deliver the Request by US mail, it must be postmarked prior to the expiration of the right of cancellation period.

If you choose a return of Contribution(s), we will allocate your entire initial Contribution and any subsequent Contributions made during the 30-day period to the Great-West Government Money Market Fund. If you choose to exercise your right of cancellation using this option, you will receive a refund equal to the greater of (i) your Contribution(s) plus fees and charges (less any withdrawals taken) and (ii) your Annuity Account Value plus any fees and charges (less withdrawals taken). We will refund the amount to you within 30 days from the date we receive your Request to cancel.

If you choose to allocate your initial Contribution or any subsequent Contributions to Portfolios other than the Great-West Government Money Market Fund during the 30-day right of cancellation period, cancellation will entitle you to a refund of your Annuity Account Value plus any fees and charges (less withdrawals taken), which may be higher or lower than your Contribution(s) depending on the investment performance of the Portfolios you selected. We will refund the amount to you within 30 days of our receipt of your Request to cancel.

If you cancel your Contract during the right of cancellation period, any applicable Benefit Base will be reduced to zero.

In your Contract, the right of cancellation period is also referred to as the “right to examine.”

Subsequent Contributions

Once your application is complete and we have received your initial Contribution, you can make subsequent Contributions to the Investment Segment at any time prior to the Annuity Commencement Date, as long as the Annuitant is living. Additional Contributions must be at least $500; or, $100 if made via an Automatic Bank Draft Plan, if available. Total Contributions may exceed $1,000,000 only with our prior approval.

You can make subsequent Contributions by check, Automatic Bank Draft Plan (if available), transfers from your brokerage account or other method approved by Great-West. If you make subsequent Contributions by check, your check should be payable to Great-West.

We will allocate the subsequent Contributions to the Sub-Accounts selected by you and in the proportion Requested by you. If there are no accompanying instructions, Sub-Account allocations will be made in accordance with standing instructions. Allocations will be effective upon the Transaction Date.

You will receive a confirmation of each Contribution you make upon its acceptance. Subsequent Contributions are credited the day they are received in the Retirement Resource Operations Center at Great-West if they are received on a Business Day. Subsequent Contributions received on non-Business Days will be credited the next Business Day.

If you cancel a purchase payment or if your check is returned due to insufficient funds, you will be responsible for any losses or fees imposed by your bank and losses that may be incurred as a result of any decline in the value of the canceled purchase. We reserve the right to refrain from allocating Contributions to your selected Sub-Accounts until your bank notifies us that your check has cleared.

Great-West reserves the right to modify the limitations set forth in this section.

Annuity Account Value

Before the Annuity Commencement Date, the value of your Contract is the Annuity Account Value, which, before your Annuity Commencement Date, is the total dollar amount of all Accumulation Units credited to you for each Sub-Account. Initially, the value of each Accumulation Unit was set at $10.00.

Each Sub-Account’s value prior to the Payout Election Date is equal to:

• net Contributions allocated to the corresponding Sub-Account;

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• plus or minus any increase or decrease in the value of the assets of the Sub-Account due to investment results;

• minus the daily M&E Charge and/or quarterly Guarantee Benefit Fee; and

• minus any withdrawals or Transfers from the Sub-Account.

The value of a Sub-Account’s assets is determined at the end of each day that the New York Stock Exchange is open for regular business (a valuation date). A valuation period is the period between successive valuation dates. It begins at the close of the New York Stock Exchange (generally 4:00 p.m. ET) on each valuation date and ends at the close of the New York Stock Exchange on the next succeeding valuation date.

The Annuity Account Value is expected to change from valuation period to valuation period, reflecting the investment experience of the selected Sub-Account(s), as well as the deductions for applicable charges. The Guarantee Benefit Fee is deducted from Covered Fund Value by means of the cancellation of Accumulation Units and is not part of the Accumulation Unit value calculations.

Upon allocating Contributions to a Sub-Account you will be credited with variable Accumulation Units in that Sub-Account. The number of Accumulation Units you will be credited is determined by dividing the portion of each Contribution allocated to the Sub-Account by the value of an Accumulation Unit. The value of the Accumulation Unit is determined and credited at the end of the valuation period during which the Contribution was received.

Each Sub-Account’s Accumulation Unit value is established at the end of each valuation period. It is calculated by multiplying the value of that unit at the end of the prior valuation period by the Sub-Account’s Net Investment Factor for the valuation period. The formula used to calculate the Net Investment Factor is the same for the Investment Segment and Income Segment, as discussed in Appendix B.

Transfers

While your Contract is in force, and subject to the terms of the GLWB Rider, if applicable, you may Transfer all or part of your Annuity Account Value among and between the Sub-Accounts by telephone, in writing by sending a Request to the Retirement Resource Operations Center or through the Internet at https://schwab.retirementpartner.com. Incoming Transfers to closed Sub-Accounts are not permitted; Transfers are permitted after Annuity Payouts from the Investment Segment have begun.

Your Request must specify:

• the amounts being Transferred,

• the Sub-Account(s) from which the Transfer is to be made, and

• the Sub-Account(s) that will receive the Transfer.

Currently, there is no limit on the number of Transfers you can make among the Sub-Accounts during any calendar year. However, we reserve the right to limit the number of Transfers you make. Also, there is currently no charge for Transfers. We reserve the right to impose such a charge in the future. If we choose to exercise these rights, we will notify you by sending you a supplement to this Prospectus, in accordance with all applicable regulations.

A Transfer generally will be effective on the date the Retirement Resource Operations Center receives the Request for Transfer if received before 4:00 p.m. ET on a Business Day. Any Transfer Request received after 4:00 p.m. ET becomes effective on the following Business Day. Under current tax law, there will not be any tax liability to you if you make a Transfer.

Transfers involving the Sub-Accounts will result in the purchase and/or cancellation of Accumulation Units having a total value equal to the dollar amount being transferred. The purchase and/or cancellation of such units is made using the value of the Sub-Accounts as of the end of the valuation date on which the Transfer is effective.

We reserve the right without prior notice to modify, restrict, suspend, or eliminate the Transfer privileges (including telephone and/or Internet Transfers) at any time.

At present, we do not impose minimums on amounts that must be transferred. However, we reserve the right to impose, from time to time, minimum dollar amounts that may be transferred from a Sub-Account.

We also reserve the right to impose, from time to time, minimum dollar amounts that must remain in a Sub-Account after giving effect to a Transfer from that Sub-Account. At present, we do not impose any such minimums.

Market Timing and Excessive Trading

The Contracts are intended for long-term investment and not for the purpose of market timing or excessive trading activity by anyone. Market timing activity may dilute the interests of Contract Owners in the underlying Portfolios.

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Market timing generally involves frequent or unusually large Transfers that are intended to take advantage of short-term fluctuations in the value of a Portfolio’s portfolio securities and the reflection of that change in the Portfolio’s share price. In addition, frequent or unusually large Transfers may harm performance by increasing Portfolio expenses and disrupting Portfolio management strategies. For example, excessive trading may result in forced liquidations of portfolio securities or cause the Portfolio to keep a relatively high cash position, resulting in increased brokerage costs and lost investment opportunities.

We maintain procedures designed to prevent or minimize market timing and excessive trading (collectively, “prohibited trading”) by Owners. As part of those procedures, certain of the Portfolios have instructed us to perform standardized trade monitoring, while other Portfolios perform their own monitoring and request reports of the Owner’s trading activity if prohibited trading is suspected. If an Owner’s trading activity is determined to constitute prohibited trading, as defined by the applicable Portfolio, Great-West will notify the Owner that a trading restriction will be implemented if the Owner does not cease the prohibited trading. Some Portfolios may require that trading restrictions be implemented immediately without warning, in which case we will notify the Owner of the restriction imposed by the Portfolio(s), as applicable.

If a Portfolio determines, or, for Portfolios for which we perform trade monitoring, we determine based on the applicable Portfolio’s definition of prohibited trading, that the Owner continues to engage in prohibited trading, we will restrict the Owner from making Transfers into the identified Portfolio(s) for the period of time specified by the Portfolio(s). Restricted Owners will be permitted to make Transfers out of the identified Portfolio(s) to other available Portfolio(s). When the Portfolio’s restriction period has been met, the Owner will automatically be allowed to resume Transfers into the identified Portfolio(s).

For Portfolios that perform their own monitoring, the Series Account does not impose trading restrictions unless or until a Portfolio first detects and notifies us of prohibited trading activity. Accordingly, we cannot prevent all prohibited trading activity before it occurs, as it may not be possible to identify it unless and until a trading pattern is established. To the extent such Portfolios do not detect and notify us of prohibited trading or the trading restrictions we impose fail to curtail it, it is possible that a market timer may be able to make prohibited trading transactions with the result that the management of the Portfolios may be disrupted and the Owners may suffer detrimental effects such as increased costs, reduced performance, and dilution of their interests in the affected Portfolios.

We endeavor to ensure that our procedures are uniformly and consistently applied to all Owners, and we do not exempt any persons from these procedures. We do not enter into agreements with Owners whereby we permit prohibited trading. Subject to applicable state law and the terms of each Contract, we reserve the right without prior notice to modify, restrict, suspend or eliminate the Transfer privileges (including telephone Transfers) at any time, to require that all Transfer Requests be made by you and not by your designee, and to require that each Transfer Request be made by a separate communication to us. We also reserve the right to require that each Transfer Request be submitted in writing and be signed by you.

The Portfolios may have adopted their own policies and procedures with respect to frequent purchases and redemptions of their respective shares. The prospectuses for the Portfolios should describe any policies and procedures relating to restricting prohibited trading. The frequent trading policies and procedures of a Portfolio may be different, and more or less restrictive, than the frequent trading policies and procedures of other Portfolios and the policies and procedures we have adopted to discourage prohibited trading. For example, a Portfolio may impose a redemption fee. The Owner should also be aware that we are legally obligated to provide (at the Portfolios’ request) information about each amount you cause to be deposited into a Portfolio (including by way of premium payments and Transfers under your Contract) or removed from the Portfolio (including by way of withdrawals and Transfers under your Contract). If a Portfolio identifies you as having violated the Portfolio’s frequent trading policies and procedures, we are obligated, if the Portfolio requests, to restrict or prohibit any further deposits or exchanges by you in respect to that Portfolio. Under rules adopted by the SEC we are required to: (1) enter into a written agreement with each Portfolio or its principal underwriter that will obligate us to provide to the Portfolio promptly upon request certain information about the trading activity of individual Owners and (2) execute instructions from the Portfolio to restrict or prohibit further purchases or Transfers by specific Owners who violate the frequent trading policies established by the Portfolio. Accordingly, if you do not comply with any Portfolio’s frequent trading policies and procedures, you may be prohibited from directing any additional amounts into that Portfolio or directing any Transfers or other exchanges involving that Portfolio. You should review and comply with each Portfolio’s frequent trading policies and procedures, which are disclosed in the Portfolios’ current prospectuses.

We may revise our market timing and excessive trading policy and related procedures at our sole discretion, at any time and without prior notice, as we deem necessary or appropriate to comply with state or federal regulatory requirements or to impose additional or alternative restrictions on Owners engaging in prohibited trading. In addition,

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our orders to purchase shares of the Portfolios are generally subject to acceptance by the Portfolio, and in some cases a Portfolio may reject or reverse our purchase order. Therefore, we reserve the right to reject any Owner’s Transfer Request if our order to purchase shares of the Portfolio is not accepted by, or is reversed by, an applicable Portfolio.

You should note that other insurance companies and retirement plans may also invest in the Portfolios and that those companies or plans may or may not have their own policies and procedures on frequent Transfers. You should also know that the purchase and redemption orders received by the Portfolios generally are “omnibus” orders from intermediaries such as retirement plans or separate accounts funding variable insurance contracts. Omnibus orders reflect the aggregation and netting of multiple orders from individual retirement plan Owners and/or individual Owners of variable insurance contracts. The nature of such orders may limit the Portfolios’ ability to apply their respective frequent trading policies and procedures. As a result, there is a risk that the Portfolios may not be able to detect potential prohibited trading activities in the omnibus orders they receive. We cannot guarantee that the Portfolios will not be harmed by Transfer activity relating to the retirement plans and/or other insurance companies that invest in the Portfolios. If the policies and procedures of other insurance companies or retirement plans fail to successfully discourage frequent Transfer activity, it may affect the value of your investments in the Portfolios. In addition, if a Portfolio believes that an omnibus order we submit may reflect one or more Transfer Requests from an Owner engaged in frequent Transfer activity, the Portfolio may reject the entire omnibus order and thereby interfere with our ability to satisfy your Request even if you have not made frequent Transfers. For Transfers into more than one investment option, we may reject or reverse the entire Transfer Request if any part of it is not accepted by or is reversed by a Portfolio.

Automatic Custom Transfers

Dollar Cost Averaging

You may arrange for systematic Transfers from any Sub-Account in the Investment Segment to any other open Sub-Account in either the Investment Segment or the Income Segment. These systematic Transfers may be used to Transfer values from a Sub-Account to other Sub-Accounts as part of a dollar cost averaging strategy. Dollar cost averaging allows you to buy more units when the price is low and fewer units when the price is high. Over time, your average cost per unit may be more or less than if you invested all your money at one time. However, dollar cost averaging does not assure a greater profit, or any profit, and will not prevent or necessarily alleviate losses in a declining market. There is no charge for participating in Dollar Cost Averaging.

You can set up automatic dollar cost averaging on a monthly, quarterly, semi-annual, or annual basis. Your Transfer will be initiated on the Transaction Date one frequency period following the date of the Request. For example, if you Request quarterly Transfers on January 9, your first Transfer will be made on April 9 and every three months on the 9th thereafter. Transfers will continue on that same day each interval unless terminated by you or for other reasons as set forth in the Contract.

If there are insufficient funds in the applicable Sub-Account on the date your Transfer is scheduled, your Transfer will not be made. However, your dollar cost averaging Transfers will resume once there are sufficient funds in the applicable Sub-Account. Dollar cost averaging will terminate automatically when you start taking payouts from the Contract. Dollar cost averaging Transfers must meet the following conditions:

•      The minimum amount that can be Transferred out of the selected Sub-Account is $100.

•      You must: (1) specify the dollar amount to be Transferred, (2) designate the Sub-Account(s) to which the Transfer will be made, and (3) designate the percentage of the dollar amount to be allocated to each Sub-Account into which you are Transferring money. The Accumulation Unit values will be determined on the Transfer date.

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How dollar cost averaging works:

Month	Contribution	Units              Purchased	Price per               Unit
Jan.	$250	10	$25.00
Feb.	250	12	20.83
Mar.	250	20	12.50
Apr.	250	20	12.50
May	250	15	16.67
June	250	12	20.83

Average market value per unit $18.06

Investor’s average cost per unit $16.85

In the chart above, if all units had been purchased at one time at the highest unit value of $25.00, only 60 units could have been purchased with $1,500. By contributing smaller amounts over time, dollar cost averaging allowed 89 units to be purchased with $1,500 at an average unit price of $16.85. This investor purchased 29 more units at $1.21 less per unit than the average market value per unit of $18.06.

You may not participate in dollar cost averaging and Rebalancer at the same time.

Great-West reserves the right to modify, suspend, or terminate dollar cost averaging at any time.

Rebalancer

Over time, variations in each Sub-Account’s investment results will change your Sub-Account allocation percentages. Rebalancer allows you to automatically reallocate your Investment Segment Account Value to maintain your desired Sub-Account allocation. The Income Segment Account Value is not eligible for the Rebalancer. Participation in Rebalancer does not assure a greater profit, or any profit, nor will it prevent or necessarily alleviate losses in a declining market. There is no charge for participating in Rebalancer and it is only available for assets held in the Investment Segment.

You can set up Rebalancer as a one-time Transfer or on a quarterly, semi-annual, or annual basis. If you select to rebalance only once, the Transfer will take place on the Transaction Date of the Request.

If you select to rebalance on a quarterly, semi-annual, or annual basis, the first Transfer will be initiated on the Transaction Date one frequency period following the date of the Request. For example, if you Request quarterly Transfers on January 9, your first Transfer will be made on April 9 and every three months on the 9th thereafter. Transfers will continue on that same day each interval unless terminated by you or for other reasons as set forth in the Contract.

How Rebalancer works:

Suppose you purchased your annuity and you decided to allocate 60% of your initial Contribution to Sub-Accounts that invest in stocks; 30% to Sub-Accounts that invest in bonds and 10% to Sub-Accounts that invest in cash equivalents as in this pie chart:

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Now assume that stock Portfolios outperform bond Portfolios and cash equivalents over a certain period of time. Over this period, the unequal performance may alter the Sub-Account allocation of the above hypothetical plan to look like this:

Rebalancer automatically reallocates your Annuity Account Value to maintain your desired Sub-Account allocation. In this example, the Sub-Account allocation would be reallocated back to 60% in Sub-Accounts that invest in stocks; 30% in Sub-Accounts that invest in bonds; 10% in Sub-Accounts that invest in cash equivalents.

On the Transaction Date for the specified Request, assets will be automatically reallocated to the Sub-Accounts you selected. The Rebalancer option will terminate automatically when you start taking payouts from the Contract.

Rebalancer Transfers must meet the following conditions:

•      Your entire Investment Segment Account Value must be included (except for Sub-Accounts that are closed to new Contributions and incoming Transfers).

•      You must specify the percentage of your Investment Segment Account Value that you wish allocated to each Sub-Account and the frequency of rebalancing. You may modify the allocations or stop the Rebalancer option at any time.

•      You may not participate in dollar cost averaging and Rebalancer at the same time.

Great-West reserves the right to modify, suspend, or terminate the Rebalancer option at any time.

Cash Withdrawals

You may withdraw all or part of your Annuity Account Value at any time during the life of the Annuitant and prior to the Annuity Commencement Date by submitting a withdrawal Request form to the Retirement Resource Operations Center or via the Internet at https://schwab.retirementpartner.com; however, any withdrawals over $25,000 must be submitted in writing. Withdrawals are subject to the rules below and federal or state laws, rules, or regulations may also apply. The amount payable to you if you surrender your Contract is your Annuity Account Value, less any applicable Premium Tax. No withdrawals may be made from the Investment Segment after the Annuity Commencement Date. If you surrender your Contract, the GLWB Rider, if elected, will terminate.

If you Request a partial withdrawal, your Annuity Account Value will be reduced by the partial withdrawal amount and the Death Benefit, if applicable, will be reduced on a proportionate basis measured as a percentage of the partial withdrawal against the current Annuity Account Value. For example, a partial withdrawal of 10% of the Annuity Account Value would reduce your Death Benefit by 10%.

Numerical Example

Sum of Contract and GLWB Rider (if applicable) Contributions = $50,000

Annuity Account Value = $40,000

Withdrawal amount = $4,000

New Annuity Account Value = $36,000

Return of Annuity Account Value Death Benefit (Death Benefit Option 1) = $36,000

Adjustment to Death Benefit = ($40,000 - $4,000)/$40,000 = 0.90

Guaranteed Minimum Death Benefit (Death Benefit Option 2) = $45,000 ($50,000 x 0.90)

Partial withdrawals are generally unlimited in frequency. However, you must specify the Sub-Account(s) from which the withdrawal is to be made. If you elect the GLWB Rider, withdrawals from the Income Segment could significantly reduce, or even eliminate, the value of the GLWB. Before you decide to take a partial withdrawal from the Income Segment, you should carefully consider the terms and conditions of the GLWB and the impact of any withdrawal on your Benefit Base. If you do not specify from which Sub-Accounts to take the withdrawal, we will take it from all of your Sub-Accounts in the Investment Segment in proportion to the Annuity Account Value you have in each Sub-Account of the Investment Segment. The minimum partial withdrawal is $500.

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The following terms apply to withdrawals:

•      Partial withdrawals or surrenders from the Investment Segment are not permitted after the Annuity Commencement Date;

•      If a partial withdrawal is made within 30 days of the date annuity payouts are scheduled to begin, we may delay the Annuity Commencement Date by 30 days;

•      A partial withdrawal or a surrender will be effective upon the Transaction Date.

Withdrawal Requests submitted in writing must include your original signature. If your instructions are not clear, your Request will be denied and no surrender or partial withdrawal will be processed.

If we receive a Request for surrender or partial withdrawal, we may postpone any cash payment from the Annuity Account Value for no more than 7 days.

We may also delay payment for any of the following reasons:

(a)  any period during which the New York Stock Exchange is closed (other than customary weekend and holding closings) or trading on the New York Stock Exchange is restricted;

(b)  any period during which an emergency exists such that the disposal of or determination of the value of shares of the Portfolios is not reasonably practicable; or

(c)  any other period as the SEC may by order permit for the protection of security holders.

After a withdrawal of all of your Annuity Account Value, or at any time that your Annuity Account Value and Benefit Base are reduced to zero, all your rights under the Contract and GLWB Rider will terminate.

Tax consequences of withdrawals are detailed below, but you should consult a competent tax advisor prior to authorizing a withdrawal from your Annuity Account Value.

Tax Consequences of Withdrawals

Withdrawals made for any purpose may be taxable—including Guaranteed Lifetime Withdrawal Benefits.

In addition, the Code may require us to withhold federal income taxes from withdrawals and report such withdrawals to the Internal Revenue Service (“IRS”). If you Request partial withdrawals, your Annuity Account Value will be reduced by the sum of the amount of the withdrawal and the related withholding.

You may elect, in writing, to have us not withhold federal income tax from withdrawals, unless withholding is mandatory for your Contract. If you are younger than 59 ¹⁄₂, the taxable portion of any withdrawal is generally considered to be an early withdrawal and may be subject to an additional federal penalty tax of 10%.

Some states also require withholding for state income taxes. For details about withholding, please see “Federal Tax Matters” below.

Telephone and Internet Transactions

You may make Transfer Requests by telephone, fax and/or by Internet. Transfer Requests received before 4:00 p.m. ET will be made on that day at that day’s unit value. Those received after 4:00 p.m. ET will be made on the next Business Day at that day’s unit value.

We will use reasonable procedures to confirm that instructions communicated by telephone, fax and/or Internet are genuine, such as:

• requiring some form of personal identification prior to acting on instructions;

• providing written confirmation of the transaction; and/or

• tape recording the instructions given by telephone.

If we follow such procedures we will not be liable for any losses due to unauthorized or fraudulent instructions.

We reserve the right to suspend telephone, fax and/or Internet transaction privileges at any time, for some or all Contracts, and for any reason. We currently do not permit partial withdrawals or surrenders by telephone; however you may Request partial withdrawals in the amount of $25,000 or less by Internet. All Requests for full surrenders, periodic withdrawals, and partial withdrawals in excess of $25,000 must be in writing.

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Death Benefit

At the time you apply to purchase the Contract, you select one of the two Death Benefit options we offer.

Option 1 — The amount of the Death Benefit under Option 1 will be your Annuity Account Value as of the date we receive a Request for the payout of the Death Benefit, minus any Premium Tax.

The Owner, Annuitant, and Contingent Annuitant each must be age 85 or younger at the time the Contract is issued in order for you to select Option 1. Your Mortality and Expense Risk Charge under Option 1 is 0.65% of the average daily value of the Sub-Accounts to which you have allocated Contributions.

Option 2 — The amount of the Death Benefit under Option 2 will be the greater of:

•      the Annuity Account Value as of the date we receive a Request for the payout of the Death Benefit, minus any Premium Tax; or

•      the sum of Contributions applied to the Contract in both the Investment Segment and the Income Segment, as of the date the Request for payment is received, less the impact of partial withdrawals, distributions, and Premium Tax, if any.

The Owner, Annuitant, and Contingent Annuitant each must be age 80 or younger at the time the Contract is issued in order for you to select Option 2. Your Mortality and Expense Risk Charge under Option 2 is 0.85% of the average daily value of the Sub-Accounts to which you have allocated Contributions.

For a full description of the circumstances under which we pay the Death Benefit, please see “Distribution of Death Benefit” below.

The difference between the two Death Benefit options we offer is that the amount payable upon death (the Death Benefit) is based on different criteria for each option and there is a different Mortality and Expense Risk Charge for each. Option 1 provides for the return of Annuity Account Value (minus any Premium Tax) rather than the greater of Annuity Account Value or the sum of Contributions. Annuity Account Value could exceed the sum of Contributions, for example, if the investment markets generally are in a growth state. Under these circumstances, it is possible that the performance of the Sub-Accounts you select may cause the Annuity Account Value to exceed the total amount of Contributions. If you had selected Death Benefit Option 1 in this example, your Beneficiary would receive the Annuity Account Value, which in this case exceeds the sum of all Contributions (minus any Premium Tax and minus the impact of partial withdrawals, distributions, and Premium Tax, if any). If you had selected Death Benefit Option 2 in this example, your Beneficiary would also receive the Annuity Account Value (minus any Premium Tax), but you would have paid a higher M&E Charge for the duration of the Contract.

Option 2 provides for the return of Contributions (minus any Premium Tax) in the event that amount is greater than the Annuity Account Value. This could happen, for example, if the Death Benefit becomes payable soon after the Contract is purchased (say, one to three years) and, during those years, while Contributions are being made, the investment markets generally are in decline. Under these circumstances, it is possible that the performance of the Sub-Accounts you select may cause the Annuity Account Value to be less than the total amount of Contributions. If you had selected Death Benefit Option 2 in this example, your Beneficiary would receive the greater amount, in this case, the sum of all Contributions (minus any Premium Tax and minus the impact of partial withdrawals, distributions, and Premium Tax, if any ). If you had selected Death Benefit Option 1 in this example, your Beneficiary would receive the lesser amount, in this case, the Annuity Account Value (minus any Premium Tax).

The Death Benefit will become payable following our receipt of the Beneficiary’s claim in good order. When an Owner dies before the Annuity Commencement Date and a Death Benefit is payable to a Beneficiary, the Death Benefit proceeds will remain invested according to the allocation instructions given by the Owner(s) until: (i) new allocation instructions are requested by the Beneficiary; (ii) the Death Benefit is actually paid to the Beneficiary, except where the GLWB Rider may not be maintained by the Beneficiary; or, (iii) a Request for a payout of the Death Benefit is processed, as described below.

The amount of the Death Benefit will be determined as of the date we receive a Request for the payout of the Death Benefit. However, on the date a payout Request is processed, the Annuity Account Value will be transferred to the Schwab Government Money Market Sub-Account unless the Beneficiary elects otherwise.

Subject to the distribution rules below, payout of the Death Benefit may be made as follows:

• payout in a single sum, or

• payout under any of the variable annuity options provided under this Contract.

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In any event, no payout of benefits provided under the Contract will be allowed that does not satisfy the requirements of the Code and any other applicable federal or state laws, rules or regulations.

Beneficiary

You may select one or more Beneficiaries. If more than one Beneficiary is selected, they will share equally in any Death Benefit payable unless you indicate otherwise. You may change the Beneficiary any time before the Annuitant’s death.

You may also select one or more Contingent Beneficiaries. You may change the Contingent Beneficiary before the Annuitant’s death. If one or more primary Beneficiaries are alive within 30 days after the Annuitant’s death, the Contingent Beneficiary cannot become the primary Beneficiary and any interest the Contingent Beneficiary may have in the Contract will cease.

A change of Beneficiary or Contingent Beneficiary will take effect as of the date the Request is processed, unless the Owner specifies a certain date. If the Owner dies before the Request is processed, the change will take effect as of the date the Request was made, unless we have already made a payout or otherwise taken action on a designation or change before receipt or processing of such Request. The interest of any Beneficiary who dies before the Owner or the Annuitant will terminate at the death of the Beneficiary and the Contingent Beneficiary will become the Beneficiary. The interest of any Beneficiary who dies at the time of, or within 30 days after, the death of an Owner or the Annuitant will also terminate if no benefits have been paid to such Beneficiary, unless the Owner otherwise indicates by Request. The benefits will then be paid to the Contingent Beneficiary. If no Contingent Beneficiary has been designated, then the benefits will be paid as though the Beneficiary had died before the deceased Owner or Annuitant. If no Beneficiary or Contingent Beneficiary survives the Owner or Annuitant, as applicable, we will pay the Death Benefit proceeds to the Owner’s estate.

If the Beneficiary is not the Owner’s surviving Spouse, she/he may elect, not later than one year after the Owner’s date of death, to receive the Death Benefit in either a single sum or payout under any of the variable annuity options available under the Contract, provided that:

•      such annuity is distributed in substantially equal installments over the life or life expectancy of the Beneficiary or over a period not extending beyond the life expectancy of the Beneficiary; and

•      such distributions begin not later than one year after the Owner’s date of death.

If Great-West does not receive an election from a non-Spouse Beneficiary or substantially equal installments begin later than one year after the Owner’s date of death, then the entire amount must be distributed within five years of the Owner’s date of death. The Death Benefit will be determined as of the Annuity Commencement Date.

If a corporation or other non-individual entity is entitled to receive benefits upon the Owner’s death, the Death Benefit must be completely distributed within five years of the Owner’s date of death.

A Beneficiary or Contingent Beneficiary designated irrevocably may not be changed without the written consent of that Beneficiary, or Contingent Beneficiary, as applicable, except as allowed by law.

Distribution of Death Benefit

Any Death Benefit payable to a Beneficiary upon the Owner’s death will be distributed as follows:

(1)  If the Owner’s surviving Spouse is the person entitled to receive benefits upon the Owner’s death, the surviving Spouse will be treated as the Owner and will be allowed to take the Death Benefit or continue the Contract in force. However, if single life GAW Installments have been selected for the Income Segment, then the GLWB will terminate and the assets held in the Covered Fund will be sold and the sales proceeds will be transferred to the Schwab Government Money Market Sub-Account;

(2)  If a non-Spouse individual is the person entitled to receive benefits upon the Owner’s death, the non-Spouse individual Beneficiary may elect to receive the Death Benefit in either a single sum or payout under any of the variable annuity options available under the Contract, provided that: (a) such annuity is distributed in substantially equal installments over the life or life expectancy of the Beneficiary; and (b) such distributions begin no later than one year after the Owner’s date of death. The GLWB will terminate and the assets held in the Covered Fund will be sold and the sales proceeds will be transferred to the Schwab Government Money Market Sub-Account. If Great-West does not receive an election from an individual non-Spouse Beneficiary such that substantially equal installments have begun no later than one year after the Owner’s date of death, then the entire amount must be distributed within five years of the Owner’s date of death.

The Death Benefit will be determined as of the date we receive a Request for the payout of the Death Benefit.

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If a Joint Annuitant is named, any reference below to death of the Annuitant means the death of the last surviving Joint Annuitant and the rules below regarding “Death of Owner Who is Not the Annuitant” will apply upon the death of the Owner rather than the rules below regarding the “Death of Owner Who Is the Annuitant.”

Death of Annuitant Who is Not the Owner of the Contract

Upon the death of the Annuitant while the Owner is living, and before the Annuity Commencement Date, no Death Benefit will be payable and the Owner (or the Grantor, if the Owner is a Grantor Trust) will become the Annuitant unless a Contingent Annuitant has previously been designated. The Owner may designate a new Annuitant, however, at any time, as provided in the Contract.

If the Owner names a Contingent Annuitant prior to the Annuitant’s death, and the Annuitant dies before the Annuity Commencement Date while the Owner and Contingent Annuitant are living, no Death Benefit will be payable and the Contingent Annuitant will become the Annuitant.

If the Annuitant dies after the Annuity Commencement Date and before the entire interest has been distributed, any benefit payable must be distributed to the Beneficiary according to and as rapidly as under the payout option which was in effect on the Annuitant’s date of death.

Death of Owner Who Is Not the Annuitant

If the Owner dies before annuity payouts commence and there is a Joint Owner who is the surviving Spouse of the deceased Owner, the Joint Owner becomes the Owner and Beneficiary and the Joint Owner may elect to take the Death Benefit or to continue the Contract in force.

In all other cases, we will pay the Death Benefit to the Beneficiary even if a Joint Owner (who was not the Owner’s Spouse on the date of the Owner’s death), the Annuitant and/or the Contingent Annuitant are alive at the time of the Owner’s death, unless the sole Beneficiary is the deceased Owner’s surviving Spouse who may elect to become the Owner and Annuitant and to continue the Contract in force.

If the Owner dies after annuity payouts commence and before the entire interest has been distributed while the Annuitant is living, any benefit payable will continue to be distributed to the Annuitant as rapidly as under the payout option applicable on the Owner’s date of death. All rights granted the Owner under the Contract will pass to any surviving Joint Owner and, if none, to the Annuitant.

Death of Owner Who Is the Annuitant

If there is a Contingent Annuitant and a Joint Owner who is the surviving Spouse of the deceased Owner, the Joint Owner will become the Owner and the Beneficiary, the Contingent Annuitant will become the Annuitant, and the Contract will continue in force.

If there is a Joint Owner who is the surviving Spouse of the deceased Owner but no Contingent Annuitant, the Joint Owner will become the Owner, Annuitant, and Beneficiary and may elect to take the Death Benefit or continue the Contract in force.

In all other cases, we will pay the Death Benefit to the Beneficiary, even if a Joint Owner (who was not the Owner’s Spouse on the date of the Owner’s death) and/or Contingent Annuitant are alive at the time of the Owner’s death, unless the sole Beneficiary is the deceased Owner’s surviving Spouse who may elect to become the Owner and Annuitant and to continue the Contract in force.

If Owner/Annuitant Dies After Annuity Commencement Date

If the Owner/Annuitant dies after the Annuity Commencement Date, any benefit payable must be distributed to the Beneficiary in accordance with and at least as rapidly as the annuity option in effect on the date of death.

Contingent Annuitant

While the Annuitant is living, you may, by Request, designate or change a Contingent Annuitant from time to time. A change of Contingent Annuitant will take effect as of the date the Request is processed, unless you specify a certain date. Please note you are not required to designate a Contingent Annuitant.

Impact of Withdrawals on Guaranteed Minimum Death Benefit (Option 2)

Death Benefit Option 2, which costs more than Death Benefit Option 1, is designed for those who want to potentially receive a higher Death Benefit in the event that the sum of Contributions exceeds Annuity Account Value. If you have selected Death Benefit Option 2, you should be aware that distributions and Excess Withdrawals will reduce your Death Benefit on a pro-rata basis.

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Numerical Example

Sum of Contract and GLWB Rider Contributions = $50,000

Annuity Account Value = $40,000

Withdrawal amount = $4,000

New Annuity Account Value = $36,000

Adjustment to Death Benefit = ($40,000 - $4,000)/$40,000 = 0.90

Guaranteed Minimum Death Benefit = $45,000 ($50,000 x 0.90)

The Benefit Base has no value and will not affect the Death Benefit.

Ownership and Assignment

The Owner, and if selected, Joint Owner, exercise all rights and privileges under the Contract, while the Annuitant is living. Unless otherwise required by the state in which the Contract is issued, the Owner may not be changed and the Contract may not be transferred, sold, assigned, pledged, charged, encumbered, or in any way alienated.

In certain states the Contract permits you to change the Owner of the Contract. In such case you may change the Owner any time before the Owner’s death. A change of Owner must be made in writing in a form satisfactory to us. The change will take effect as of the date the Request is processed, unless you specify a certain date. Any change is subject to any payout or other action we have taken before recording your ownership change. In these states, a change in the Owner of the Contract will result in termination of the GLWB Rider except in certain circumstances. See “Termination of the GLWB Rider” below. You should discuss with a competent tax advisor how changes in ownership would impact your benefits under the Contract.

Grantor Trust Owned Annuity

We will issue the Contract to Grantor Trusts. We will allow a Grantor Trust to be the Owner only if it either has a single Grantor who is a natural person, or has two Grantors who are one another’s Spouse as of the Effective Date. When the Contract is issued, a Grantor of the trust must be an Annuitant, and the Grantor’s spouse may be named as a Joint Annuitant. The Annuitant(s) may not be changed. Contracts owned by a Grantor Trust are not considered owned by a non-natural person and will be subject to the tax requirements generally applicable to Non-Qualified Annuity Contracts or the tax requirements applicable to individual retirement annuities or Roth IRA annuities if the Contract is a Qualified Annuity Contract under Section 408(b) of the Code or a Roth IRA annuity under Section 408A of the Code. Grantor Trust owned Contracts receive tax deferral in accordance with the Code. Upon the death of the Grantor(s), the Death Benefit will be paid pursuant to the Death Benefit provisions of the Contract.

Joint Annuitants

If the Contract is a Non-Qualified Annuity Contract, you are permitted to name a Joint Annuitant. Joint Annuitants may be named in the application or any time before the Annuity Commencement Date. Joint Annuitants must be one another’s Spouse as of the Effective Date.

Charges and Deductions

No amounts will be deducted from your Contributions except for any applicable Premium Tax. As a result, the full amount of your Contributions (less any applicable Premium Tax) is invested in the Contract.

As more fully described below, charges under the Contract are assessed only as deductions for:

• Premium Tax, if applicable; and/or

• Charges against your Annuity Account Value for our assumption of mortality and expense risks; and/or

• Guarantee Benefit Fee, if applicable.

Mortality and Expense Risk Charge

The mortality risk we assume is that Annuitants may live for a longer period of time than we estimate. We assume this mortality risk from our contractual obligations to make annuity payouts determined in accordance with the annuity tables and other provisions contained in the Contract which cannot be changed. This means that you can be sure that neither the Annuitant’s longevity nor an unanticipated improvement in general life expectancy will adversely affect the annuity payouts under the Contract. The expense risk we assume is the risk that our actual expenses in administering the Contracts and the Series Account will be greater than we anticipated.

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To compensate us for assuming these risks, we deduct a Mortality and Expense Risk Charge from your Annuity Account Value at the end of each valuation period. If you select Death Benefit Option 1, this is a daily charge equal to an effective annual rate of 0.65%. We guarantee that this charge will never increase beyond 0.65%. If you select Death Benefit Option 2, the Mortality and Expense Risk Charge is a daily charge equal to an effective annual rate of 0.85%. We guarantee that this charge will never increase beyond 0.85%.

The Mortality and Expense Risk Charge is reflected in the unit values of each of the Sub-Accounts you have selected. Thus, this charge will continue to be applicable should you choose a variable annuity payout option or a periodic withdrawal option.

Annuity Account Values and annuity payouts are not affected by changes in actual mortality experience we incur.

The Mortality and Expense Risk Charge is higher for Owners who have selected Death Benefit Option 2 because we bear substantial risk in connection with that option. Specifically, we bear the risk that we may be required to pay an amount to your Beneficiary that is greater than your Annuity Account Value.

If the Mortality and Expense Risk Charge is insufficient to cover actual costs and risks assumed, we will bear the loss. If this charge is more than sufficient, any excess will be profit for us. Currently, we expect a profit from this charge. Our expenses for distributing the Contracts will be borne by our general assets, which include profits from this charge.

Expenses of the Portfolios

The values of the assets in the Sub-Accounts reflect the values of the Sub-Accounts’ respective Portfolio shares and therefore the fees and expenses paid by each Portfolio. Fees and expenses are deducted from the assets of the Portfolios and are described in each Portfolio’s prospectus. You bear these costs indirectly when you allocate to a Sub-Account.

Some of the Portfolios’ investment advisers or administrators may compensate us for providing administrative services in connection with the Portfolios or cost savings experienced by the investment advisers or administrators of the Portfolios. Such compensation is typically a percentage of the value of the assets invested in the relevant Sub-Accounts and generally may range up to 0.35% annually of net assets. GWFS Equities, Inc. (“GWFS”) is the principal underwriter and distributor of the Contracts and may also receive Rule 12b-1 fees (ranging up to 0.25% annually of net assets) directly from certain Portfolios for providing distribution related services related to shares of the Portfolios offered in connection with a Rule 12b-1 plan. If GWFS receives Rule 12b-1 fees, combined compensation received by us for administrative services and received by GWFS for distribution related services generally ranges up to 0.60% annually of the assets invested in the relevant Sub-Accounts.

Premium Tax

We may be required to pay state Premium Taxes or retaliatory taxes currently ranging from 0% to 3.5% in connection with Contributions or values under the Contracts. Depending upon applicable state law, we may deduct charges for the Premium Taxes we incur with respect to your Contributions, from amounts withdrawn, or from amounts applied on the Payout Election Date. In some states, charges for both direct Premium Taxes and retaliatory Premium Taxes may be imposed at the same or different times with respect to the same Contribution, depending on applicable state law.

Other Taxes

Under present laws, we will incur state or local taxes (in addition to the Premium Tax described above) in several states. No charges are currently deducted for taxes other than Premium Tax. However, we reserve the right to deduct charges in the future for federal, state, and local taxes or the economic burden resulting from the application of any tax laws that we determine to be attributable to the Contract.

Payout Options

During the Distribution Period, you can choose to receive payouts in three ways—through periodic withdrawals, variable annuity payouts or a single, lump-sum payment.

You may change the Payout Commencement Date within 30 days prior to commencement of payouts. The Annuity Commencement Date may not be earlier than 13 months after the Effective Date of the Contract.

Periodic Withdrawals

You may Request that all or part of the Investment Segment Account Value be applied to a periodic withdrawal option. All Requests for periodic withdrawals must be in writing. The amount applied to a periodic withdrawal is the Investment Segment Account Value, less Premium Tax, if any.

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In Requesting periodic withdrawals, you must elect:

•      The withdrawal frequency of either 1-, 3-, 6- or 12-month intervals;

•      A minimum withdrawal amount of at least $100;

•      The calendar day of the month on which withdrawals will begin;

•      One of the periodic withdrawal payout options discussed below — you may change the withdrawal option and/or the frequency once each calendar year; and

•      The type of allocation of withdrawals from the Investment Segment Sub-Accounts

• Withdrawals may be prorated across the Investment Segment Sub-Accounts in proportion to their assets; or

• Withdrawals may be made from specific Investment Segment Sub-Account(s). When the specified Investment Segment Sub-Account(s) is depleted, we will automatically prorate the remaining withdrawals against any remaining Sub-Account assets unless you Request otherwise.

While periodic withdrawals are being received:

• You may continue to exercise all contractual rights.

• You may keep the same Sub-Accounts as you had selected before periodic withdrawals began.

• Charges and fees under the Contract continue to apply.

Periodic withdrawals will cease on the earlier of the date:

• The amount elected to be paid under the option selected has been reduced to zero.

• The Investment Segment Account Value is zero.

• You Request that withdrawals stop.

• You purchase an annuity payout option.

• The Owner dies.

We may limit the number of times you may restart a periodic withdrawal program.

Periodic withdrawals made for any purpose may be taxable, subject to withholding and to the 10% federal penalty tax if you are younger than age 59 ¹⁄₂.

If you choose to receive payouts from your Contract through periodic withdrawals, you may select from the following payout options:

Income for a specified period (at least 36 months) — You elect the length of time over which withdrawals will be made. The amount paid will vary based on the duration you choose. The amount paid will also vary as a result of investment performance.

Income of a specified amount (at least 36 months) — You elect the dollar amount of the withdrawals. Based on the amount elected, the duration may vary. The duration may also vary as a result of investment performance.

Any other form of periodic withdrawal acceptable to Great-West which is for a period of at least 36 months.

Annuity Payouts From the Investment Segment

You can choose the date that you wish annuity payouts from the Investment Segment to start (the Payout Election Date) either when you purchase the Contract or at a later date. You can change your selection at any time up to 30 days before the annuity date that you have selected.

If you do not select a Payout Election Date, payouts will begin on the Annuitant’s 99th birthday. If the Owner does not initiate Installments under the GLWB Rider, the entire Annuity Account Value will be annuitized at that time and any benefit under the GLWB Rider will terminate. If you have initiated Installments under the GLWB Rider, only the Investment Segment will be annuitized. Once Installments under the GLWB Rider have begun, the Income Segment cannot be annuitized.

If you have not elected a payout option within 30 days of the Annuity Commencement Date, your Investment Segment Account Value will be paid out as a variable life annuity with a guaranteed period of 15 years.

The amount to be paid out will be based on the Investment Segment Account Value or Annuity Account Value, if applicable, on the Annuity Commencement Date. The minimum amount that may be withdrawn from the Investment Segment Account Value to purchase an annuity payout option is $2,000. If your Investment Segment Account Value is less than $2,000, we may pay the amount in a single sum subject to the Contract provisions applicable to a partial withdrawal.

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If you choose to receive variable annuity payouts from your Contract, you may select from the following payout options:

Variable life annuity with guaranteed period—This option provides for payouts during a guaranteed period or for the lifetime of the Annuitant, whichever is longer. The guaranteed period may be 5, 10 or 15 years. Upon the death of the Annuitant, the Beneficiary will receive the remaining payouts at the same interval elected by the Owner.

Variable life annuity without guaranteed period—This option provides payouts during the lifetime of the Annuitant. The annuity terminates with the last payout due prior to the death of the Annuitant. Because no minimum number of payouts is guaranteed, this option may offer the maximum level of payouts. It is possible that only one payout may be made if the Annuitant dies before the date on which the second payout is due. If the Annuitant who is also the Owner dies before the Annuity Commencement Date, the Death Benefit will be payable to the Beneficiary. If the Owner is living and the Annuitant dies before the Annuity Commencement Date, the Owner will become the Annuitant, the Contract will continue, and no Death Benefit will be payable.

Any other form of variable annuity payout that is acceptable to Great-West.

Under an annuity payout option, you can receive payouts monthly, quarterly, semi-annually or annually in payments which must be at least $50. We reserve the right to make payouts using the most frequent payout interval which produces a payout of at least $50. Once annuity payouts commence, you cannot make Contributions or take withdrawals, other than your annuity payouts, but you may continue to Transfer among and between Sub-Accounts.

If you elect to receive a single sum payment, the amount paid is the Surrender Value.

Amount of First Variable Payout

The first payout under a variable annuity payout option will be based on the value of the amounts held in the Investment Segment Sub-Accounts or Annuity Account, if applicable, you have selected on the first valuation date preceding the Annuity Commencement Date. We determine the first payout under a variable annuity option by applying the appropriate rate to the amount applied under the payout option. The rate applied reflects an assumed investment return (“AIR”) of 2.5%.

For annuity options involving life income, the actual age, year in which annuitization commences and gender of the Annuitant will affect the amount of each payout. We reserve the right to ask for satisfactory proof of the Annuitant’s age. We may delay annuity payouts until satisfactory proof is received. Because payouts to older Annuitants are expected to be fewer in number, the amount of each annuity payout under a selected annuity form will be greater for older Annuitants than for younger Annuitants.

If the age of the Annuitant has been misstated, the payouts established will be made on the basis of the correct age. If payouts were too large because of misstatement, we may deduct the difference with interest us from the next payout or payouts. If payouts were too small, we may add the difference with interest to the next payout. This interest is at an annual effective rate which will not be less than the minimum rate allowed by law.

If the Owner dies before the Annuity Commencement Date (i.e., the day the first variable annuity payout is made) and if there is a Joint Owner who is a surviving Spouse of the deceased Owner, the Joint Owner becomes the Owner and Beneficiary. The Joint Owner may elect to take the Death Benefit or continue the contract in force. In all other cases, we will pay the Death Benefit to the Beneficiary.

If the Owner who is not the Annuitant dies after the Annuity Commencement Date, any benefit payable will continue to be distributed to the Annuitant on the same schedule as under the payout option applicable on the Owner’s date of death. All rights granted the Owner under the Contract will pass to any surviving Joint Owner, and if none, to the Annuitant.

If the Owner who is the Annuitant dies after the Annuity Commencement Date, any benefit payable will be distributed to the Beneficiary if a guarantee period was part of the selected annuity option. If there was no guarantee period elected, payments will cease.

For complete descriptions, see the Distribution of Death Benefit section above.

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Annuity Units

We determine the number of Annuity Units paid for each Sub-Account by dividing the amount of the first payout by its Annuity Unit value on the first valuation date preceding the Annuity Commencement Date. The number of Annuity Units used to calculate each payout for a Sub-Account remains fixed during the Annuity Payout Period.

Amount of Variable Payouts After the First Payout

Payouts after the first will vary depending upon the investment performance of the Investment Segment Sub-Accounts or Annuity Account, if applicable. Your payouts will increase in amount over time if the Sub-Accounts you select earn more than the 2.5% AIR. Likewise, your payouts will decrease over time if the Sub-Accounts you select earn less than the 2.5% AIR. We determine the subsequent amount paid from each Sub-Account by comparing the actual performance of the Sub-Account to the AIR.

Transfers After the Variable Annuity Commencement Date

Once annuity payouts have begun, Transfers may be made within the variable annuity payout option among the available Investment Segment Sub-Accounts. Transfers after the Annuity Commencement Date will be made by converting the number of Annuity Units being Transferred to the number of Annuity Units of the Investment Segment Sub-Account to which the Transfer is made. The result will be that the next annuity payout, if it were made at that time, would be the same amount that it would have been without the Transfer. Thereafter, annuity payouts will reflect changes in the value of the new Annuity Units.

Other Restrictions (Investment Segment Only)

Once payouts start from the Investment Segment under the annuity payout option you select:

•      no changes can be made in the payout option;

•      no additional Contributions to the Investment Segment will be accepted under the Contract; and

•      no further withdrawals, other than withdrawals made to provide annuity benefits or satisfy the terms of the GLWB Rider, will be allowed.

A portion or the entire amount of the annuity payouts may be taxable as ordinary income. If on the Annuity Commencement Date we have not received a proper written election not to have federal income taxes withheld, we must by law withhold such taxes from the taxable portion of such annuity payouts and remit that amount to the federal government. State income tax withholding may also apply. Please see “Federal Tax Matters” below.

Guaranteed Lifetime Withdrawal Benefit

On any business day prior to your 85^th birthday, you have the option of electing the GLWB rider by either allocating Contributions to one or more Covered Funds in the Income Segment at your direction, or by Transferring all or part of your Investment Segment Account Value to one or more Covered Funds in the Income Segment at your direction. There is no minimum percent of Annuity Account Value or minimum dollar amount that must be allocated to the Income Segment when electing the GLWB Rider. You are under no obligation to elect the GLWB Rider. If you choose to elect the GLWB Rider, you may do so immediately upon Contract purchase (for example, if you are interested in locking in your Benefit Base early, if you prefer to begin taking guaranteed income soon, or if you are interested in the Contract primarily for the GLWB features rather than in the Investment Segment Sub-Account options), or you may wait to elect the GLWB Rider at a later time. If you exercise this option, the GLWB Rider will provide you with a Guaranteed Lifetime Withdrawal Benefit, provided all conditions, described below, are met.

For applications signed before May 1, 2017, the Contract offers a Guaranteed Lifetime Withdrawal Benefit Rider option which calculates the Guarantee Benefit Fee as a percentage of the Covered Fund Value. For applications signed on or after May 1, 2017, the Contract offers a Guaranteed Lifetime Withdrawal Benefit Rider option which calculates the Guarantee Benefit Fee as a percentage of the Benefit Base. Provided all conditions are met, the GLWB Rider provides an annual withdrawal amount that is guaranteed for the lifetime of the Covered Person(s) according to a fixed schedule that varies the GAW% with the age of the Covered Person(s).

Effective May 1, 2017, the GAW% and Joint GAW% applicable to you are disclosed in the Rate Sheet Supplement in effect at the time you signed the application to purchase your Contract (and satisfied other terms described in this paragraph). In order to receive the disclosed GAW% or Joint GAW%, your application must be signed after the date stated in the Rate Sheet Supplement, your application must be received by us within 10 days of signing, and your initial Contribution must be received by us within 30 days of receipt of your application. If these terms are met, the disclosed rates will apply to your Contract and cannot be changed. Terms reflected in Rate Sheet Supplements that were not in effect at such time will not apply to your Contract. The terms of a Rate Sheet Supplement (including the GAW%s and Joint GAW%s) with no specified end date may not be amended unless we provide a minimum of 10 business days prior notice.

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The current and any proposed Rate Sheet Supplements may be found on the SEC’s website (www.sec.gov) by searching with File Number 333-194043. You may contact us at the Retirement Resource Operations Center for a Rate Sheet Supplement applicable to your Contract. As available, historical GAW%s and Joint GAW%s reflected in Rate Sheet Supplements may be found in the Statement of Additional Information, as well as on the SEC’s website (www.sec.gov) by searching with File Number 333-194043.

For applications signed prior to May 1, 2017, the GAW% for a single Covered Person is based on the following table:

Guaranteed Withdrawal Percentage for a Single Covered Person:

Age	GAW%
59.5 – 64	4.00%
65 – 69	5.00%
70 – 79	6.00%
80+	7.00%

For applications signed prior to May 1, 2017, if there are Joint Covered Persons, a single GAW% is calculated based on the age of the younger Covered Person. This rate is the Joint GAW% and is based on the following table:

Guaranteed Annual Withdrawal Percentage for Joint Covered Persons:

Age of the Younger Covered Person	GAW%
59.5 – 64	3.50%
65 – 69	4.50%
70 – 79	5.50%
80+	6.50%

All guarantees are subject to the claims paying ability of Great-West.

GLWB Accumulation Phase

The GLWB Accumulation Phase begins when you make a GLWB election by investing in a Covered Fund in the Income Segment. The GLWB Accumulation Phase ends when you elect to begin taking GAWs. During the Accumulation Phase, a Benefit Base will be established which will be used later to determine, in part, the amount of your GAWs. You may elect the GLWB by allocating Contributions to the Covered Fund on any Business Day as long as you are younger than age 85 on the GLWB Rider Election Date. We will record the GLWB Rider Election Date.

Guarantee Benefit Fee

The annual Guarantee Benefit Fee is assessed quarterly, in arrears, during the GLWB Accumulation Phase and GAW Phase. One-fourth of the Guarantee Benefit Fee is deducted quarterly from your Covered Fund Value no later than the 10^th Business Day of the month following the calendar quarter end by means of the cancellation of Accumulation Units. The Guarantee Benefit Fee will be calculated based on your Covered Fund Value (for applications signed before May 1, 2017) or the Benefit Base (for applications signed on or after May 1, 2017), subject to the Benefit Base cap, as of the date of the deduction. The Benefit Base may or may not equal the Covered Fund Value at the time the Guarantee Benefit Fee is calculated. The Benefit Base will always be greater than or equal to the Covered Fund Value when the Guarantee Benefit Fee is calculated on a Ratchet Date. We reserve the right to change the frequency of the deduction upon thirty (30) days prior written notice. The Guarantee Benefit Fee will not be assessed during the GLWB Settlement Phase.

The first Guarantee Benefit Fee you pay will be pro-rated based on the portion of the quarter in which you allocated Contributions to the Covered Fund. The current Guarantee Benefit Fee is 1.00% of the Covered Fund Value (for applications signed before May 1, 2017) or 0.90% of the Benefit Base (for applications signed on or after May 1, 2017) held in the Income Segment. We reserve the right to change the frequency and amount of the Guarantee Benefit Fee for any reason, including, but not limited to, current market conditions, Owner demand, and changes in the design, upon thirty (30) days prior written notice to you. However, the Guarantee Benefit Fee will never be less than 0.70% or greater than 1.50% of your Income Segment Covered Fund Value (for applications signed before May 1, 2017)

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or less than 0.00% or greater than 1.50% of your Benefit Base (for applications signed on or after May 1, 2017). We determine the Guarantee Benefit Fee based on observations of a number of long-term experience factors, including, but not limited to, interest rates, volatility, investment returns, expenses, mortality, and lapse rates. As an example, if mortality experience improves faster than we have anticipated, and the population in general is expected to live longer than initially projected, we might increase the Guarantee Benefit Fee to reflect our increased probability of paying longevity benefits. However, improvements in mortality experience is provided as an example only. We reserve the right to change the Guarantee Benefit Fee at our discretion and for any reason, whether or not these experience factors change (although we will never increase the fee above the maximum or decrease the fee below the minimum). We do not need any particular event to occur before we may change the Guarantee Benefit Fee.

Unless otherwise stated, any change to the fee will affect all assets in the Covered Fund in the Income Segment.

If you terminate the GLWB Rider, a final pro-rated Guarantee Benefit Fee will be deducted based on the portion of the last quarter that the GLWB Rider was in effect.

The Covered Fund

The GLWB Rider provides protection relating to your Covered Fund by ensuring that, regardless of how your Covered Fund actually performs or the actual Covered Fund Value when you begin your GAWs for retirement or other purposes, you will receive predictable income payments for as long as you live so long as specified conditions are met.

The Covered Fund may be managed in a more conservative fashion than other Portfolios available to you, which may reduce overall volatility in investment performance, may reduce investment returns and may reduce the likelihood that we will be required to make payments under the GLWB Rider. The reduction in volatility permits us to more effectively provide the guarantees under the Rider. If you do not purchase the GLWB Rider, it is possible that you may invest in other Portfolios that experience higher growth or lower losses, depending on the market, than the Covered Fund‘s experience. It is impossible to know how various investments will fare on a comparative basis.

We may, without your consent, offer new Covered Funds or cease offering Covered Funds. We may make such a change due to a fund reorganization, fund substitution, to help protect our ability to provide the guarantees under the GLWB Rider, or otherwise. If such a change is required, we will notify you in writing prior to the effective date of such change (generally 90 calendar days unless we are required to give less notice) to allow you to reallocate your Covered Fund Value to maintain your GLWB Rider benefits. If a Covered Fund is closed, you will maintain your Benefit Base in that Covered Fund and all rights under the Rider unless and until you Transfer assets out of the Covered Fund or terminate your Contract, in which case your GLWB Rider will terminate. If you are if investing via an Automatic Bank Draft Plan to the closing Covered Fund or utilizing an automatic custom transfer feature such as Dollar Cost Averaging involving the closing Covered Fund, you should contact an annuity account representative to make alternate arrangements.

Covered Fund Value

Your Covered Fund Value is the aggregate value of each Covered Fund. Your Covered Fund Value may increase with positive market performance or by Contributions to the Income Segment. Your Covered Fund Value may decrease with negative market performance, deduction of the Guarantee Benefit Fee or by taking an Excess Withdrawal or Guaranteed Annual Withdrawals. Your Guarantee Benefit Fee will be calculated based on your Covered Fund Value (for applications signed before May 1, 2017) or your Benefit Base (for applications signed on or after May 1, 2017) as of the date the fee is deducted each quarter.

The Benefit Base

The Benefit Base is separate from your Covered Fund Value. It is not a cash value. Rather, your Benefit Base is used to calculate your GAW during the GAW Phase and the Settlement Phase. Your Benefit Base and your Covered Fund Value may not be equal to one another. Although your Benefit Base is related to your Covered Fund Value in that your Benefit Base will be ratcheted up if the Covered Fund Value is greater than your Benefit Base on the Ratchet Date, at all other times during the year your Covered Fund Value may be higher or lower than the Benefit Base depending on market performance and other factors impacting the Covered Fund. Your Initial Benefit Base is the sum of all GLWB Rider Contributions initially allocated to the Covered Fund in the Income Segment on the GLWB Rider Election Date.

•      We increase your Benefit Base on a dollar-for-dollar basis each time you make a GLWB Rider Contribution to a Covered Fund.

•      We decrease your Benefit Base on a proportionate basis each time you make an Excess Withdrawal.

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•      On each Ratchet Date during the GLWB Accumulation Phase and the GAW Phase, we will increase your Benefit Base to equal your current Covered Fund Value if your Covered Fund Value is greater than your Benefit Base. (If so, your Benefit Base will then reflect positive Covered Fund performance.)

•      On each Ratchet Date during the GAW Phase, we will adjust your Benefit Base to equal your current Covered Fund Value if an age reset calculation results in a higher GAW amount (see “Reset of the GAW% During the GAW Phase,” below).

A few things to keep in mind regarding the Benefit Base:

•      The Benefit Base is used only for purposes of calculating the Guarantee Benefit Fee, and calculating your Installment Payments during the GAW Phase and the GLWB Settlement Phase. It has no other purpose. The Benefit Base does not provide and is not available as a cash value or settlement value.

•      It is important that you do not confuse your Benefit Base with the Covered Fund Value.

•      During the GLWB Accumulation Phase and the GAW Phase, the Benefit Base will be re-calculated on an annual basis, as described below, and each time you make a GLWB Rider Contribution or take an Excess Withdrawal.

In the event that Great-West requires a Transfer from the Covered Fund as a result of the Covered Fund being eliminated or liquidated, your Benefit Base will be preserved and your Covered Fund Value will be Transferred to a replacement Covered Fund.

Subsequent Contributions to Your Covered Fund

During the GLWB Accumulation Phase and the GAW Phase, you may make additional GLWB Rider Contributions to the Covered Fund in addition to your initial GLWB Rider Contribution. Any subsequent GLWB Rider Contribution is subject to any minimum investment or Transfer requirements imposed by the Contract. Please see the Covered Fund prospectus for more information.

All additional GLWB Rider Contributions made after the GLWB Rider Election Date will increase the Benefit Base dollar-for-dollar on the date the GLWB Rider Contribution is made. Although a GLWB Rider Contribution will increase your Benefit Base, it will not automatically reset your Installment amount. Contact our office if you would like to increase Installments to your maximum allowed. We will not consider the additional purchase of shares of a Covered Fund through reinvested dividends, capital gains, and/or settlements to be a GLWB Rider Contribution. However, they will increase the Covered Fund Value.

We reserve the right to reject additional GLWB Rider Contributions at any time and for any reason (see Rights Reserved by Great-West, below). Great-West will provide you with 30 days prior written notice if it determines not to accept additional GLWB Rider Contributions. If Great-West refuses additional GLWB Rider Contributions, you will retain all other rights under the GLWB Rider.

Annual Adjustments to Your Benefit Base

During the Accumulation Phase, a Ratchet Date is the anniversary of the Owner’s GLWB Rider Election Date and each anniversary thereafter. On each Ratchet Date, we will evaluate your Benefit Base, and will adjust your Benefit Base to equal the greater of:

• your current Benefit Base; or

• your current Covered Fund Value.

It is important to be aware that even though your Covered Fund Value may increase throughout the year due to capital appreciation, the Benefit Base will not similarly increase until the next Ratchet Date. Unlike Covered Fund Value, your Benefit Base will never decrease solely due to negative Covered Fund performance.

It is important to note that annual adjustments to your Benefit Base will not impact your Covered Fund Value. Your Covered Fund Value can only increase or decrease as described above.

Benefit Base Cap

The Benefit Base may not exceed $5 million. Any Covered Fund Value over $5 million will be considered excess Covered Fund Value and will not be used to calculate GAWs. An Owner may Transfer or Distribute any excess Covered Fund Value on a dollar for dollar basis without reducing the Benefit Base and such transfers will not be considered an Excess Withdrawal. However, if the Covered Fund Value falls below $5 million due to an Excess Withdrawal, the Benefit Base will be adjusted as described below.

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Excess Withdrawals

The Benefit Base may be adjusted as a result of Excess Withdrawals. During the GLWB Accumulation Phase, except as described above with respect to the Benefit Base Cap, any withdrawals or Transfers from your Covered Fund Value will be categorized as Excess Withdrawals. This may include Transfers from the Income Segment Covered Fund to any Investment Segment Portfolio. The Contract currently offers only one Covered Fund; however, Great-West may make additional Covered Funds available to Contract Owners in the future.

You may make withdrawals or change your investments at any time and in any amount that you wish, subject to any federal tax limitations. Additionally, any withdrawals to satisfy your required minimum distribution obligations under the Code (Qualified Annuity Contract Owners only) will be considered an Excess Withdrawal if taken during the GLWB Accumulation Phase.

You should carefully consider the effect of an Excess Withdrawal on both the Benefit Base and the Covered Fund Value during the GLWB Accumulation Phase, as this may affect your future benefits under the GLWB Rider. You are solely responsible for any adverse consequences that may result from any Distributions or withdrawals. You should consult with a financial advisor prior to taking a Distribution or making a withdrawal. In the event you decide to take an Excess Withdrawal, as discussed below, your Covered Fund Value will be adjusted dollar-for-dollar in the amount of the Excess Withdrawal. The Benefit Base will be adjusted at the time the Excess Withdrawal is made by the ratio of the Covered Fund Value immediately after the Excess Withdrawal to the Covered Fund Value immediately before the Excess Withdrawal. Accordingly, your Benefit Base could be reduced by more than the amount of the withdrawal.

Types of Excess Withdrawals

A Distribution (when an amount is paid to you out of your Covered Fund Value) or Transfer (the movement of money from the Covered Fund to any other Sub-Account) during the GLWB Accumulation Phase is considered an Excess Withdrawal. An Excess Withdrawal will reduce your Benefit Base and Covered Fund Value. If you Transfer any amount out of a Covered Fund, then you will be prohibited from making any Transfers into the same Covered Fund for at least ninety (90) calendar days.

Numerical Example

Excess Withdrawals during the GLWB Accumulation Phase are illustrated as follows:

Covered Fund Value before the Excess Withdrawal adjustment = $50,000

Benefit Base = $100,000

Excess Withdrawal amount: $10,000

Covered Fund Value after adjustment= $50,000 - $10,000 = $40,000

Covered Fund Value adjustment = $40,000/$50,000 = 0.80

Adjusted Benefit Base = $100,000 x 0.80 = $80,000

Fees Associated with the Covered Fund

Neither the Guarantee Benefit Fee nor the M&E Charge shall be treated as an Excess Withdrawal.

Treatment of a Distribution During the GLWB Accumulation Phase

At the time of any partial or periodic Distribution, if the Covered Person is 59 ¹⁄₂ years of age or older, you may elect to begin the GAW Phase (as described below) and begin receiving GAWs at that time. If you choose not to begin the GAW Phase, the Distribution will be treated as an Excess Withdrawal and will reduce your Covered Fund Value and your Benefit Base (as described above).

If the Covered Person is not yet 59 ¹⁄₂ years old, then any partial or periodic Distribution will be treated as an Excess Withdrawal as described above.

Any Distribution made during the Accumulation Phase to satisfy any contribution limitation imposed under federal law will be considered an Excess Withdrawal at all times. You should consult a qualified tax advisor regarding contribution limits and other tax implications.

Death During the GLWB Accumulation Phase

If an Owner dies before the Initial Installment Date, the GLWB will terminate and the Covered Fund Value shall be paid to the Beneficiary in accordance with the terms of the Contract (unless a Spouse Beneficiary makes an election to continue the Contract as provided in this section).

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If a Spouse Beneficiary who was legally married to the deceased Owner under applicable law as of the date of death becomes the sole Owner and Beneficiary under the terms of the Contract, the Spouse Beneficiary may continue the Contract and maintain the deceased Owner’s current Benefit Base as of the date of death. In this case, the Ratchet Date will continue to be the same date as it was under the deceased Owner. A Spouse Beneficiary also has the option to establish a new GLWB Rider Election Date with a new Benefit Base based on the current Covered Fund Value. In this case, the Ratchet Date will be the anniversary of the new GLWB Rider Election Date. In either situation, the Spouse Beneficiary shall become the sole Owner. The new Owner will be subject to all terms and conditions of the GLWB Rider, Contract and the Code, if applicable. Any election made by a Spouse Beneficiary pursuant to this section is irrevocable.

A non-Spouse Beneficiary cannot elect to maintain the Benefit Base. Upon the death of the Owner, the deceased Owner’s Covered Fund Value will be liquidated and will be transferred into the Schwab Government Money Market Sub-Account, or any other fund as approved by Great-West and distributed to the non-Spouse Beneficiary.

GAW Phase

The GAW Phase begins when you elect to receive GAWs under the GLWB Rider. The GAW Phase continues until the Covered Fund Value reaches zero and the GLWB Settlement Phase begins. The GAW Phase cannot begin until all Covered Persons attain age 59 ¹⁄₂.

To initiate the GAW Phase, you must submit a written Request to Great-West. At that time, you must provide sufficient documentation in good order and in a manner reasonably satisfactory to Great-West for Great-West to determine the age of each Covered Person. You may also begin the GAW Phase by initiating a Distribution while you are in the GLWB Accumulation Phase and the Covered Person(s) is 59 ¹⁄₂ years of age or older. At that time, you may elect to begin receiving Installments and establish your GAW%. If you choose not to initiate the GAW Phase, the Distribution will be treated as an Excess Withdrawal and the GAW Phase will not begin. If the Covered Person(s) is not yet 59 ¹⁄₂ years old, then any partial or periodic Distribution will be treated as an Excess Withdrawal and the GAW Phase will not begin. In these situations, the Benefit Base will be adjusted by the ratio of the Covered Fund Value after the Excess Withdrawal to the previous Covered Fund Value.

Because the GAW Phase cannot begin until all Covered Persons under the GLWB Rider attain age 59 ¹⁄₂, any Distributions taken before then will be considered Excess Withdrawals and will be deducted from the Covered Fund Value and Benefit Base. See “GLWB Accumulation Phase” above. If the Annuity Account is not held jointly, the Owner’s Spouse must be the sole Beneficiary. Installments will not begin until such change is made.

Because of decreasing life expectancy as you age, in certain circumstances, the longer you wait to start taking GAWs, the less likely it is that you will benefit from your GLWB Rider. On the other hand, the earlier you begin taking GAWs, the lower the GAW Percentage you will receive and therefore the lower your GAWs (if any) will be. You should talk to your tax advisor before initiating the GAW Phase to determine the most financially beneficial time for you to begin taking GAWs.

Calculation of Guaranteed Annual Withdrawals

It is important that you understand how the GAW is calculated because it will affect the benefits you receive under the GLWB Rider. Once you initiate the GAW Phase by submitting a Request to begin receiving GAW payments, we will verify the age of the Covered Person(s) and then determine the amount of the GAW.

To determine the amount of the GAW, we will compare the current Benefit Base to the current Covered Fund Value on the Initial Installment Date. If the Covered Fund Value is greater than the Benefit Base, we will increase the Benefit Base to equal the Covered Fund Value, and the GAW will be based on the increased Benefit Base amount.

During the GAW Phase, your Benefit Base may receive an annual adjustment. This adjustment is discussed below, and, if applicable, will occur on your Ratchet Date. Your Ratchet Date will become the anniversary of the Initial Installment Date and will no longer be the anniversary of the GLWB Rider Election Date as it was during the GLWB Accumulation Phase.

We use your Benefit Base to calculate the GAW you receive. However, even though the Benefit Base may be adjusted annually, your GAW% will not change unless there is a Reset of the GAW%. See “Reset of the GAW% During the GAW Phase” below.

To calculate the GAW for applications signed on or after May 1, 2017, on the Initial Installment Date we multiply the Benefit Base by the GAW% contained in the Rate Sheet Supplement in effect at the time you signed the application to purchase your Contract. To calculate the GAW for applications signed prior to May 1, 2017, on the Initial Installment Date we multiply the Benefit Base by the GAW% disclosed under “Guaranteed Lifetime Withdrawal Benefit,” above.

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Unless otherwise Requested, the amount of the initial Installment equals the GAW divided by the number of payments per year under the Installment Frequency Option you have chosen. We may allow Installments that annually total less than the GAW.

It is important to note that Installments during the GAW Phase will reduce your Covered Fund Value on a dollar-for-dollar basis, but they will not reduce your Benefit Base.

Calculation of GAW Amount

The GAW% is based on the age of the Covered Person(s) as of the date we calculate the first Installment. If there are two Covered Persons, the GAW% is based on the age of the younger Covered Person.

Examples are set forth below. If you would like more information on your GAW% or Joint GAW%, or for a copy of the Rate Sheet Supplement in effect at the time you signed the application to purchase your Contract, please contact our Retirement Resource Operations Center. For the GAW% and Joint GAW% applicable to applications signed prior to May 1, 2017, please see “Guaranteed Lifetime Withdrawal Benefit,” above.

Numerical Examples of the Guaranteed Annual Withdrawal

(GAW% and Joint GAW% rates used in these examples are for illustration purposes only. The rates applicable to you are disclosed in the Rate Sheet Supplement in effect at the time you signed the application to purchase your Contract.)

Scenario #1: 66 Year Old Single Covered Person

Benefit Base = $80,000

Single GAW% = 5.00%

GAW = $4,000 ($80,000 x 5.00%)

Scenario #2: 68 Year Old Joint Covered Person with a 63 Year Old Spouse

Benefit Base = $80,000

Joint GAW% = 3.50% (for 63 year old)

GAW = $2,800 ($80,000 x 3.50%)

Scenario #3: 60 Year Old Single Covered Person

Benefit Base = $80,000

Single GAW% = 4.00%

GAW = $3,200 ($80,000 x 4.00%)

Scenario #4: 71 Year Old Joint Covered Person with a 65 Year Old Spouse

Benefit Base = $80,000

Joint GAW% = 4.50% (for a 65 year old)

GAW = $3,600 ($80,000 x 4.50%)

Any election which affects the calculation of the GAW is irrevocable. Please consider all relevant factors when making an election to begin the GAW Phase. For example, an election to begin receiving Installments based on a sole Covered Person cannot subsequently be changed to Joint Covered Persons once the GAW Phase has begun. Similarly, an election to receive Installments based on Joint Covered Persons cannot subsequently be changed to a sole Covered Person. Installments will reduce the Covered Fund Value on a dollar-for-dollar basis.

Installment Frequency Options

Your Installment Frequency Options are as follows:

(a)  Annual – the GAW will be paid on the Initial Installment Date and each anniversary annually, or next business day, thereafter.

(b)  Semi-Annual – half of the GAW will be paid on the Initial Installment Date and in Installments every 6 month anniversary, or next business day, thereafter.

(c)  Quarterly – one quarter of the GAW will be paid on the Initial Installment Date and in Installments every 3 month anniversary, or next business day, thereafter.

(d)  Monthly – one-twelfth of the GAW will be paid on the Initial Installment Date and in Installments every monthly anniversary, or next business day, thereafter.

You may Request to change the Installment Frequency Option starting on each Ratchet Date during the GAW Phase.

Great-West may allow Installments that in total over the year are less than the GAW. If the total GAW amount is not taken as Installments, the amount not taken does not increase future GAW amounts.

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Lump Sum Distribution Option

At any time during the GAW Phase, if you are receiving Installments more frequently than annually, you may elect to take a lump sum Distribution up to the remaining scheduled amount of the GAW for that year.

Numerical Example of Lump Sum Distribution

Assume the following:

GAW = $4,800 with a monthly distribution of $400

Three monthly Installments have been made (3 x $400 = $1,200)

Remaining GAW = GAW – paid Installments to date = $4,800 - $1,200 = $3,600

So, a Lump Sum Distribution of $3,600 may be taken.

Suspending and Re-Commencing Installments After a Lump Sum Distribution

It is your responsibility to Request the suspension of the remaining Installments that are scheduled to be paid during the year until the next Ratchet Date. If you choose not to suspend the remaining Installments for the year, an Excess Withdrawal may occur. See “Effect of Excess Withdrawals During the GAW Phase” below.

After receiving a Lump Sum Distribution and suspending Installments, you must notify Great-West that you wish to recommence Installment payments for the next year. Great-West must receive notice 30 calendar days before the next Ratchet Date that you wish to recommence payments; otherwise, Great-West will not make any Installments. The Ratchet Date will not change if Installments are suspended.

You are solely responsible for any adverse consequences that may result from any Distributions or withdrawals. You should consult with a financial advisor prior to making any withdrawals.

Ratchet to Benefit Base During the GAW Phase

Once a year, on your Ratchet Date, we will review your GAW and may make an adjustment by increasing your GAW amount. This adjustment, if applicable, will be made by a Ratchet. Just like the Accumulation Phase, we will compare the Covered Fund Value to determine if it exceeds the Benefit Base. If so, we will adjust the Benefit Base to equal the Covered Fund Value.

On each Ratchet Date, the Benefit Base automatically adjusts to the greater of:

(a) the current Benefit Base; or

(b) the current Covered Fund Value.

GAWs will adjust annually on the Ratchet Date based on the new Benefit Base. This information will be reflected in your quarterly statement and online.

Installments will not change unless Requested by the Owner. You may Request to change your Installments at the time you elect your GLWB Rider by providing standing instructions to maximize your Installments, or at any time before your next Ratchet Date by contacting the Retirement Resource Operations Center.

Reset of the GAW% During the GAW Phase

Annually, Great-West shall multiply the Covered Fund Value, subject to the Benefit Base Cap, as of the Ratchet Date by the Attained Age GAW% (based on your or the younger Joint Covered Person’s Attained Age on the Ratchet Date) and determine if it is higher than the current Benefit Base multiplied by the current GAW%. Great-West will then provide the Owner with the result of this calculation. This information will be reflected in your quarterly statement and online.

Installments will not change unless Requested by the Owner. You may Request to change your Installments at the time you elect your GLWB Rider by providing standing instructions to maximize your Installments, or at any time before your next Ratchet Date by contacting the Retirement Resource Operations Center.

If beneficial, the current GAW% will change to the Attained Age GAW% and the Benefit Base will change to the current Covered Fund Value as of the Ratchet Date. If the Reset takes effect, it will be effective on the Ratchet Date as the Ratchet Date does not change due to Reset.

Example:	If	(Attained Age GAW%) x (Covered Fund Value as of Ratchet Date) is greater than (Current GAW%) x (Current Benefit Base)
	Then	(Attained Age GAW%) x (Covered Fund Value as of Ratchet Date) becomes new GAW and (Covered Fund Value) = (New Benefit Base)

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Numerical Example When Reset is Beneficial:

Age at Initial Installment Date = 60

Attained Age = 70

Covered Fund Value = $120,000

Current Benefit Base = $125,000

Current GAW% before Ratchet Date = 4%

Attained Age GAW% after Ratchet Date = 5.5%

(Current GAW%) x (Current Benefit Base) = 4% x $125,000 = $5,000

(Attained Age GAW%) x (Covered Fund Value) = 5.5% x $120,000 = $6,600

So New GAW is $6,600

New Benefit Base is $120,000

New GAW% of 5.5% will take effect.

Numerical Example When Reset is NOT Beneficial:

Age at Initial Installment Date = 60

Attained Age = 70

Covered Fund Value = $75,000

Current Benefit Base = $125,000

Current GAW% before Ratchet = 4%

Attained Age GAW% after Ratchet Date = 5.5%

(Current GAW%) x (Current Benefit Base) = 4% x $125,000 = $5,000

(Attained age withdrawal %) x (Covered Fund Value) = 5.5% x $75,000 = $4,125

So Because $4,125 is less than current GAW of $5,000, no Reset of the GAW% will take effect.

Additional GLWB Rider Contributions During the GAW Phase

Additional GLWB Rider Contributions made after the Initial Installment Date will increase the Benefit Base dollar-for-dollar on the date the GLWB Rider Contribution is made and will increase the GAW amount for the current year.

To calculate the new GAW amount, we multiply the new Benefit Base by the current GAW%.

Installments will not change unless Requested by the Owner. You may Request to change your Installments at the time you elect your GLWB Rider by providing standing instructions to maximize your Installments, or at any time before your next Ratchet Date by contacting the Retirement Resource Operations Center.

Payments on Death During GAW Phase

If an Owner Dies After the Initial Installment Date as a Single Covered Person for Non-Qualified Annuity Contracts

If an Owner dies after the Initial Installment Date without a second Covered Person, the GLWB will terminate and no further Installments will be paid. If the death occurs before the GLWB Settlement Phase, the remaining Covered Fund Value will be liquidated and will be transferred into the Schwab Government Money Market Sub-Account, and distributed to the Beneficiary. If permitted by the Contract and the Code, if applicable, the Beneficiary may elect to have a new Contract issued with the Beneficiary as the sole Owner and Covered Person, in which event an initial Benefit Base shall be established and he or she will be subject to all terms and conditions of the Contract and the Code, if applicable. Any election made by the Beneficiary is irrevocable.

If an Owner Dies After the Initial Installment Date while Second Covered Person is Living for Non-Qualified Annuity Contracts

Upon the death of an Owner after the Initial Installment Date, and while a second Covered Person who was legally married to the deceased Owner under applicable state law on the date of death is still living, the surviving Covered Person will become the sole Owner and Beneficiary (if permitted by the terms of the Contract and the Code, if applicable), and he or she will acquire all rights under the Contract and will continue to receive GAWs based on the deceased Owner’s election. Installments may continue to be paid to the surviving Covered Person based on the

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GAW% for Joint Covered Persons. Installments will continue to be paid to the surviving Covered Person until his or her death and, upon death, the surviving Covered Person’s beneficiary will receive any remaining Covered Fund Value if such death occurs before the GLWB Settlement Phase. Alternatively, the surviving Covered Person may elect to receive his or her portion of the Covered Fund Value as a lump sum Distribution. In either situation the Ratchet Date will be the date when the Annuity Account is established.

To the extent the surviving Covered Person/Beneficiary becomes the sole Owner, he or she will be subject to all terms and conditions of the Contract, the GLWB Rider and the Code, if applicable.

Any election made by the Beneficiary pursuant to this section is irrevocable.

If the Owner Dies After the Initial Installment Date as a Single Covered Person for Qualified Annuity Contracts

If the Owner dies after the Initial Installment Date without a second Covered Person, the GLWB will terminate and no further Installments will be paid. If the death occurs before the GLWB Settlement Phase, the remaining Covered Fund Value shall be distributed to the Beneficiary in accordance with the terms of the Contract. If permitted by the Contract and the Code, the Owner’s Beneficiary may elect to continue the Contract in which event an initial Benefit Base shall be established and he or she will be subject to all terms and conditions of the GLWB Rider and the Code. Any election made by the Beneficiary is irrevocable.

If the Owner Dies After the Initial Installment Date while Second Covered Person is Living for Qualified Annuity Contracts

Upon the death of an Owner after the Initial Installment Date, and while the second Covered Person is still living, the second Covered Person/Beneficiary may elect to become an Owner (if permitted by the Contract and the Code) and he or she will acquire all rights under the GLWB Rider and continue to receive GAWs based on the original Owner’s election. Installments may continue to be paid to the surviving Covered Person based on the GAW% for Joint Covered Persons. Installments will continue to be paid to the surviving Covered Person until his or her death and, upon death, the surviving Covered Person’s beneficiary will receive any remaining Covered Fund Value. Alternatively, he or she may elect to receive his or her portion of the Covered Fund Value as a lump sum Distribution or can separately elect to become an Owner. In either situation the Ratchet Date will be the date when the Account is established.

To the extent the Beneficiary becomes an Owner, he or she will be subject to all terms and conditions of the GLWB Rider and the Code.

Effect of Excess Withdrawals During the GAW Phase

After the Initial Installment Date, the portion of Distributions or Transfers that, combined with all other amounts, exceeds the GAW amount will be considered an Excess Withdrawal. The Benefit Base will be adjusted by the ratio of the new Covered Fund Value (after the Excess Withdrawal) to the previous Covered Fund Value (before the Excess Withdrawal). If an Excess Withdrawal occurs, the GAW and current Benefit Base will be adjusted on the next Ratchet Date.

If an Owner Requests a Distribution or Transfer over the telephone, Great-West will advise the Owner whether such Distribution or Transfer will be considered an Excess Withdrawal and/or advise the maximum amount that he or she could receive prior to the Distribution or Transfer being considered an Excess Withdrawal. Alternatively, if an Owner makes a Request in writing, Great-West will advise the Owner that Excess Withdrawals could reduce future benefits by more than the dollar amount of the Excess Withdrawal and that the Owner may contact Great-West by telephone to determine whether, as of the date of the Request, the requested Distribution or Transfer would be considered an Excess Withdrawal. The actual dollar effect of such Distribution or Transfer will be determined as of the date that Great-West receives the Request, subject to the terms set forth in the written Request.

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Numerical Example:

Covered Fund Value before GAW =	$55,500
Benefit Base =	$100,000
GAW % =	5.5%
GAW Amount =	$100,000 x 5.5% = $5,500
Total annual withdrawal:	$10,500
Excess Withdrawal =	$10,500 – $5,500 = $5,000
Covered Fund Value after GAW =	$55,500 – $5,500 = $50,000
Covered Fund Value after Excess Withdrawal =	$50,000 – $5,000 = $45,000
Adjustment due to Excess Withdrawal =	$45,000/$50,000 = 0.90
Adjusted Benefit Base =	$100,000 x 0.90 = $90,000
Adjusted GAW Amount =	$90,000 x 5.5% = $4,950
(Assuming no GAW increase on succeeding Ratchet Date)

GLWB Settlement Phase

The GLWB Settlement Phase begins when the Covered Fund Value has reduced to zero as a result of negative Covered Fund performance, payment of the Guarantee Benefit Fee, certain other fees (e.g., Mortality and Expense fees, advisory fees or asset management fees), and/or GAWs, but the Benefit Base is still positive.

When the GLWB Settlement Phase begins, if the remaining Covered Fund Value is less than the amount of the final Installment in the GAW Phase, Great-West will pay the remaining balance of the Installment within 7 days from the Installment Date. Installments continue for your life under the terms of the GLWB Rider, but all other rights and benefits under the GLWB Rider will terminate. Installments will continue in the same frequency as previously elected, and cannot be changed during the Settlement Phase. During the Settlement Phase, Installments from one anniversary to the next will equal the Guaranteed Annual Withdrawal Amount.

Distributions and Transfers are not permitted during the Settlement Phase.

During the Settlement Phase, the Guarantee Benefit Fee will not be deducted. When the last Covered Person dies during the Settlement Phase, the Rider will terminate and no Installments will be paid to the Beneficiary.

Divorce and the Income Segment

Divorce During the GLWB Accumulation Phase – Non-Qualified Annuity Contracts

If the Annuity Account is transferred or split pursuant to a settlement agreement or a court-issued divorce Decree before the Initial Installment Date, the Owner(s) must immediately notify us and provide a copy of the Decree and any other information that we may require.

If the former Spouse of the Owner becomes the sole Owner of the Annuity Account by a settlement agreement or a court-issued divorce Decree, the Owner may request that the Contract be reissued with the former Spouse as the sole Owner, otherwise the Contract and GLWB Rider will be terminated. If the Contract is so reissued, the current Benefit Base will be maintained.

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If the Annuity Account is divided between the Owner and the Owner’s former Spouse by a settlement agreement or a court-issued divorce Decree, the Owner(s) may request that the Contract be reissued as one new Contract with one of the former Spouses as sole Owner and Covered Person, or as two new Contracts, each with one of the former Spouses as Owner and Covered Person. Otherwise the Contract and GLWB Rider will be terminated. If the Contract is reissued as one new Contract, the Benefit Base will be proportionate to the share of the Covered Fund Value allocated to the former Spouse as of the date of reissuance. If the Contract is reissued as two new Contracts, the Benefit Base will be divided in the same proportion as the respective Covered Fund Values as of the date of reissuance.

Divorce During the GLWB Accumulation Phase – Qualified Annuity Contracts

Pursuant to Section 408(d)(6) of the Code and the regulations thereunder, Great-West will make payment to the Alternate Payee and/or establish an Annuity Account on behalf of the Alternate Payee named in a Decree received during the GLWB Accumulation Phase. The Alternate Payee shall be responsible for submitting a Request to begin Distributions in accordance with the Code.

If the Alternate Payee named in the Decree is the Owner’s Spouse during the Accumulation Phase, he or she may elect to become an Owner, either by maintaining the current Benefit Base of the previous Owner, divided pursuant to the terms of the Decree, or establishing a new Benefit Base based on the current Covered Fund Value on the date his or her Annuity Account is established and he or she will continue as an Owner. If the Alternate Payee elects to maintain the current Benefit Base, the Benefit Base will be divided between the Owner and the Alternate Payee in the same proportion as their respective Covered Fund Values pursuant to the terms of the Decree In either situation, the Alternate Payee’s Election Date shall be the date the Annuity Account is established.

To the extent that the Alternate Payee becomes an Owner, she or he will be subject to all terms and conditions of the Contract.

Any election made by the Alternate Payee pursuant to this section is irrevocable.

Divorce During the GAW Phase – Non-Qualified Annuity Contracts

If the Annuity Account is transferred or split pursuant to a settlement agreement or a court-issued divorce Decree after the Initial Installment Date but before the GLWB Settlement Phase, the Owner(s) must immediately notify Great-West and provide the information that Great-West requires.

Pursuant to the agreement or decree, if there is a single Covered Person, the Benefit Base and GAW will be divided between the Spouses in the same proportion as their respective Covered Fund Values as of the effective date of the agreement or decree. The Owner may continue to receive proportional GAWs after the Annuity Accounts are split. The former Spouse may elect to receive his or her portion of the Covered Fund Value as a lump sum Distribution or can separately elect to become and Owner and receive his or her proportional GAWs.

Pursuant to the agreement or decree, if there are two Covered Persons, the Benefit Base and GAW will be divided in the same proportion as their respective Covered Fund Values as of the effective date of the agreement or decree. The Owner may continue to receive the proportional GAWs after the Annuity Accounts are split, based on the amounts calculated pursuant to the Joint Covered Persons GAW%. The former Spouse may elect to receive his or her portion of the Covered Fund Value as a lump sum Distribution or can separately elect to continue proportionate GAWs in the GAW Phase based on the amounts calculated pursuant to the Joint Covered Persons GAW% after the Annuity Accounts are split. A new Installment anniversary date will be established for the former Spouse on the date the Annuity Accounts are split.

In the alternative, the former Spouse may establish a new GLWB in the Accumulation Phase with the Benefit Base based on the current Covered Fund Value on the date his or her Annuity Account is established.

To the extent that the former Spouse becomes an Owner, he or she will be subject to all terms and conditions of the GLWB Rider and the Code.

Any election made by the former Spouse pursuant to this section is irrevocable.

Divorce During the GAW Phase – Qualified Annuity Contracts

Pursuant to Section 408(d)(6) of the Code and the regulations thereunder, Great-West will make payment to the Alternate Payee and/or establish an Annuity Account on behalf of the Alternate Payee named in a Decree approved during the GAW Phase. The Alternate Payee shall be responsible for submitting a Request to begin Distributions in accordance with the Code.

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Pursuant to the instructions in the Decree, if there is a single Covered Person, the Benefit Base and GAW will be divided in the same proportion as their respective Covered Fund Values as of the effective date of the Decree. The Owner may continue to receive the proportional GAWs after the Annuity Accounts are split. If the Alternate Payee is the Owner’s Spouse, he or she may elect to receive his or her portion of the Covered Fund Value as a lump sum Distribution or can separately elect to become an Owner.

Pursuant to the instructions in the Decree, if there are two Covered Persons, the Benefit Base and GAW will be divided in the same proportion as their respective Covered Fund Values as of the effective date of the Decree. The Owner may continue to receive the proportional GAWs after the Annuity Accounts are split, based on the amounts calculated pursuant to the Joint Covered Persons GAW%. If the Alternate Payee is the Owner’s Spouse, he or she may elect to receive his or her portion of the Covered Fund Value as a lump sum Distribution or can separately elect to continue proportionate GAWs in the GAW Phase based on the amounts calculated pursuant to the Joint Covered Persons GAW% after the Annuity Accounts are split. A new Installment anniversary date will be established for the Alternate Payee on the date the Annuity Accounts are split.

In the alternative, the Alternate Payee may establish a new GLWB in the Accumulation Phase with the Benefit Base based on the current Covered Fund Value on the date his or her Annuity Account is established.

To the extent that the Alternate Payee becomes an Owner, he or she will be subject to all terms and conditions of the GLWB Rider and the Code.

Any election made by the Alternate Payee pursuant to this section is irrevocable.

Divorce During the GLWB Settlement Phase

If a Request is made in connection with a divorce, Great-West will divide the Installment pursuant to the terms of any settlement or divorce decree. Installments will continue pursuant to the lives of each payee.

Termination of the GLWB Rider

The GLWB Rider will terminate upon the earliest of:

(a) the date of death of the Owner if there is no surviving Covered Person;

(b) the date there is no longer a Covered Person under the GLWB Rider;

(c) the date the Contract is terminated;

(d) the date the Benefit Base is reduced to zero prior to the GLWB Settlement Phase due to one or more Excess Withdrawals;

(e) the Annuity Commencement Date, if no Installments have been taken;

(f) when the Guarantee Benefit Fee is not received by Great-West, when due; or

(g) In those states that the Contract permits you to change the Owner of the Contract or assign the Contract, upon a change in ownership or assignment unless the new Owner or assignee assumes full ownership and is the surviving Spouse of the Owner or if a former Spouse of the Owner becomes the sole Owner pursuant to a settlement agreement or court-issued divorce decree.

If the GLWB is canceled, the Benefit Base, GAW and any other benefit accrued or received under the GLWB shall terminate. The Owner may not make any subsequent Transfers or GLWB Rider Contributions into the same Covered Fund until at least ninety (90) calendar days after termination of the GLWB, at which point a new GLWB Rider Election Date shall be recorded. In such an event, the Benefit Base will be based on the current Covered Fund Value on the date the new GLWB is established.

We will not provide Owners with notice prior to termination of the Contract or GLWB Rider and the Guarantee Benefit Fee will not be refunded upon termination of the GLWB Rider.

You should consult with your financial professional to assist you in determining whether the GLWB Rider is suited for your financial needs and investment risk tolerance. Adding the GLWB Rider to your Contract may not be in your interest since all conditions of the Rider must be met, an additional annual fee is imposed and a Covered Person must remain living for you to receive certain benefits. Furthermore, the GLWB Rider contains different investment options (Covered Funds) and special investment limitations with conditions than otherwise available under the Contract. You should carefully consider each of these factors before deciding if a GLWB Rider is suitable for your needs, especially at older ages.

The applicable GAW% and Joint GAW% are shown in the Rate Sheet Supplement in effect at the time you signed the application to purchase your Contract, rather than at the time you select a GLWB Rider. If you would like more information on the GLWB Rider, the GAW%, or the Joint GAW% applicable to you, or for a copy of the Rate Sheet Supplement in effect at the time you signed the application to purchase your Contract, please contact our Retirement Resource Operations Center. For the GAW% and Joint GAW% applicable to applications signed prior to May 1, 2017, please see “Guaranteed Lifetime Withdrawal Benefit,” above.

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Seek Tax Advice

The following discussion of the federal income tax consequences is only a brief summary of general information and is not intended as tax advice to any individual. The federal income tax consequences discussed here reflect our understanding of current law and the law may change. Federal estate tax consequences and state and local estate, inheritance, and other tax consequences of ownership or receipt of distributions under a Contract depend on your individual circumstances or the circumstances of the person who receives the distribution.

You should consult a tax advisor for further information.

Federal Tax Matters

The following discussion is a general description of federal income tax considerations relating to the Contract and is not intended as tax advice. This discussion assumes that the Contract qualifies as an annuity contract for federal income tax purposes. This discussion is not intended to address the tax consequences resulting from all situations. If you are concerned about the tax implications relating to the ownership or use of the Contract, you should consult a competent tax advisor as to how the tax rules apply to you before initiating any transaction.

This discussion is based upon our understanding of the present federal income tax laws as they are currently interpreted by the IRS. No representation is made as to the likelihood of the continuation of the present federal income tax laws or of the current interpretation by the IRS. Moreover, no attempt has been made to consider any applicable state or other tax laws.

Because tax laws, rules, and regulations are constantly changing, we do not make any guarantees about the Contract’s tax status.

Taxation of Annuities

Section 72 of the Code governs the taxation of annuities. An owner who is a “natural person” will not generally be taxed on increases, if any, in the value of the Annuity Account Value until all or part of the Annuity Account Value is distributed (for example, withdrawals, GAW payments or annuity payouts under the annuity payout option elected). Under a Grantor Trust, the Grantor(s), who must be a natural person(s), is treated as the Owner of the Contract for tax purposes. The taxable portion of a distribution (in the form of a single sum payout, a withdrawal, a GAW payment or an annuity) is taxable as ordinary income.

If the Owner of a Contract is a non-natural person (for example, a corporation, partnership, limited liability company or trust), the Owner must generally include in income any increase in the excess of the Annuity Account Value over the “investment in the Contract” (discussed below) during each taxable year. The rule generally does not apply, however, where the non-natural person is only the nominal Owner of a Contract and the beneficial Owner is a natural person.

This rule also does not apply where:

•      The Contract is acquired by the estate of a decedent.

•      The Contract is a qualified funding asset for a structured settlement.

•      The Contract is an immediate annuity.

The following discussion generally applies to a Contract owned by a natural person.

Withdrawals

Partial withdrawals, including GAW payments and periodic withdrawals that are not part of an annuity payout, are generally treated as taxable income to the extent that the Annuity Account Value immediately before the withdrawal exceeds the “investment in the Contract” at that time. Full surrenders are treated as taxable income to the extent that the amount received exceeds the “investment in the Contract.” The taxable portion of any withdrawal is taxed at ordinary income tax rates.

The IRS has not provided guidance as to the tax treatment of the charge for the GLWB (the Guarantee Benefit Fee) under the Contract. The IRS could treat the deduction of the Guarantee Benefit Fee from the Covered Fund Value (for applications signed before May 1, 2017) or the Benefit Base (for applications signed on or after May 1, 2017) as a deemed withdrawal from the contract subject to current income tax to the extent the amount deemed received exceeds the investment in the Contract and, if applicable, the 10% premature distribution penalty tax. We do not currently report charges for the GLWB as withdrawals, but we will do so in the future if the IRS requires that we do so.

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Annuity Payouts

Although the tax consequences will vary depending on the annuity form elected under the Contract, in general, only the portion of the annuity payout that exceeds the exclusion amount will be taxed. The exclusion amount is generally determined by a formula that establishes the ratio of the “investment in the Contract” to the expected return under the Contract. For variable annuity payouts, in general there is no tax on the portion of each payout which represents the same ratio that the “investment in the Contract” allocated to the variable annuity payouts bears to the number of payouts expected to be made (determined by Treasury Department regulations which take into account the Annuitant’s life expectancy and the form of annuity benefit selected). However, the remainder of each annuity payout is taxable. Once the “investment in the Contract” has been fully recovered, the full amount of any additional annuity payouts is taxable. If the annuity payments stop as a result of an Annuitant’s death before full recovery of the “investment in the Contract,” you should consult a competent tax advisor regarding the deductibility of the unrecovered amount.

Under a tax provision enacted in 2010, if part of an annuity contract’s value is applied to an annuity option that provides payments for one or more lives or for a period of at least ten years, those payments may be taxed as annuity payments instead of withdrawals.

The taxable portion of any annuity payout is taxed at ordinary income tax rates.

Penalty Tax

There may be a federal income tax penalty imposed equal to 10% of the amount treated as taxable income. In general, however, there is no penalty tax on distributions:

•      Made on or after the date on which the Owner reaches age 59 ¹⁄₂.

•      Made as a result of death or disability of the Owner.

•      Received in substantially equal periodic payouts (at least annually) for your life (or life expectancy) or the joint lives (or joint life expectancies) of you and the Beneficiary.

Similar penalties are imposed on premature distributions from Qualified Annuity Contracts. For more details regarding this penalty tax and other exemptions that may be applicable, consult a competent tax advisor.

Taxation of Death Benefit Proceeds

Amounts may be distributed from the Contract because of the death of an Owner. Generally such amounts are included in the income of the recipient as follows:

•      If distributed in a lump sum, they are taxed in the same manner as a full withdrawal, as described above.

•      If distributed under an annuity form, they are taxed in the same manner as annuity payouts, as described above.

Distribution at Death

For a Non-Qualified Annuity Contract to be treated as an annuity contract for federal income tax purposes, the terms of the Contract must provide the following two distribution rules:

•      If the Owner dies before the date annuity payouts start, the entire Annuity Account Value must generally be distributed within five years after the date of death. If payable to a designated Beneficiary, the distributions may be paid over the life of that designated Beneficiary or over a period not extending beyond the life expectancy of that Beneficiary, so long as payouts start within one year of the Owner’s death. If the sole designated Beneficiary is the Owner’s Spouse, the Contract may be continued in the name of the Spouse as Owner.

•      If the Owner dies on or after the date annuity payouts start, and before the entire interest in the Contract has been distributed, payments under the Contract must continue on the same or on a more rapid schedule than that provided for in the method in effect on the date of death.

See the discussion below for Required Minimum Distributions from Qualified Annuity Contracts.

Diversification of Investments

For a Non-Qualified Annuity Contract to be treated as an annuity for federal income tax purposes, the investments of the Sub-Accounts must be “adequately diversified” in accordance with Treasury Department Regulations. If the Series Account or a Sub-Account failed to comply with these diversification standards, a Non-Qualified Annuity Contract would not be treated as an annuity contract for federal income tax purposes and the Owner would generally be taxable currently on the excess of the Annuity Account Value over the “investment in the Contract.”

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Although we may not control the investments of the Covered Fund or the Portfolios, we expect that the Covered Fund and the Portfolios will comply with such regulations so that the Sub-Accounts will be considered “adequately diversified.” Owners bear the risk that the entire Non-Qualified Annuity Contract could be disqualified as an annuity under the Code due to the failure of the Series Account or a Sub-Account to be deemed to be adequately diversified.

Owner Control

In connection with its issuance of temporary and proposed regulations under Section 817(h) in 1986, the Treasury Department announced that those regulations did not “provide guidance concerning the circumstances in which investor control of the investments of a segregated asset account may cause the investor (i.e., the Owner), rather than the insurance company to be treated as the owner of the assets in the account” (which would result in the current taxation of the income on those assets to the Owner). In Revenue Ruling 2003-91, the IRS provided such guidance by describing the circumstances under which the owner of a variable contract will not possess sufficient control over the assets underlying the contract to be treated as the owner of those assets for federal income tax purposes. Rev. Rul. 2003-91 states that the determination of whether the owner of a variable contract is to be treated as the owner of the assets held by the insurance company under the contract will depend on all of the facts and circumstances. We do not believe that the ownership rights of an Owner under the Contract would result in any Owner being treated as the owner of the assets of the Contract under Rev. Rul. 2003-91. However, we do not know whether the IRS will provide additional guidance on this issue and what standards that guidance may contain. Therefore, we reserve the right to modify the Contract as necessary to attempt to prevent an Owner from being considered the owner of a pro rata share of the assets of the Contract.

Multiple Contracts

All deferred, Non-Qualified Annuity Contracts that Great-West (or our affiliates) issues to the same Owner during any calendar year must be treated as a single annuity contract for purposes of determining the taxable amount.

Withholding

Distributions generally are subject to withholding at rates that vary according to the type of distribution and the recipient’s tax status. Recipients, however, generally are provided the opportunity to elect not to have tax withheld from distributions.

Section 1035 Exchanges

Code Section 1035 provides that no gain or loss shall be recognized on the exchange of one annuity contract for another. Generally, an annuity contract issued in an exchange for another annuity contract is treated as new for purposes of the penalty and distribution at death rules.

If the initial Contribution is made as a result of an exchange or surrender of another annuity contract, we may require you to inform us regarding the federal income tax status of the previous annuity contract.

In Revenue Procedure 2011-38, the IRS eased the restrictions on when a partial transfer between annuity contracts will be treated as a tax-free exchange under Code Section 1035. The original restrictions were imposed by Revenue Procedure 2008-24, which set forth the circumstances under which a direct transfer of a portion of the cash surrender value of an existing annuity contract for a second annuity contract would be treated by the IRS as a tax-free exchange.

Under Rev. Proc. 2011-38:

1.      The period of time in which cash can be withdrawn from either contract after a partial transfer has been significantly shortened from 12 months beginning on the date of the transfer to 180 days, and

2.      Annuity payments that satisfy the partial annuitization rule of Code Section 72(a)(2) will not be treated as a distribution from either the old or new contract.

Rev. Proc. 2011-38 is effective for transfers that are completed on or after October 24, 2011.

Please discuss any tax consequences concerning any contemplated or completed transactions with a competent tax advisor.

Assignment, Transfer or Exchange of the Contract

Unless otherwise required by the state in which the Contract is issued, the Owner may not be changed and the Contract may not be transferred, sold, assigned, pledged, charged, encumbered, or in any way alienated.

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In certain states the Contract permits you to assign your interest in the Contract. In such states, you must submit to us an original or certified copy of the assignment. Once we record the assignment, the Owner’s rights and those of the Beneficiary are subject to the assignment. We are not responsible for the validity of any assignment. In these states, an assignment of the Contract will result in termination of the GLWB Rider except in certain circumstances. See “Termination of the GLWB Rider” above.

The designation of an Annuitant or other Beneficiary who is not also the Owner may result in adverse tax consequences that are not discussed in this Prospectus.

Investment Income Surtax

In taxable years beginning in 2013, distributions from Non-Qualified Annuity Contracts are considered “investment income” for purposes of the Medicare tax on investment income. Thus, in certain circumstances, a 3.8% tax may be applied to some or all of the taxable portion of distributions (e.g., earnings) to individuals, trusts, and estates whose income exceeds certain threshold amounts as follows: an amount equal to the lesser of (a) “net investment income”; or (b) the excess of a taxpayer’s modified adjusted gross income over a specified income threshold ($250,000 for married couples filing jointly, $125,000 for married couples filing separately, and $200,000 for everyone else). “Net investment income” is defined for this purpose as including the excess (if any) of gross income from annuities over allowable deductions, as such terms are defined in the Health Care and Education Reconciliation Act of 2010. The term net investment income excludes any distribution from an IRA or certain other retirement plans or arrangements. The IRS has issued regulations implementing this new provision of the law. Please consult the impact of the Investment Income Surtax on you with a competent tax advisor.

Domestic Partnerships, Civil Unions, and Same-Sex Marriages

The Internal Revenue Service’s Revenue Ruling 2013-17 holds that for all federal tax purposes, including income, gift and estate tax, the IRS will recognize same-sex marriages that are legally valid in the state where the couple married, regardless of whether the state in which the couple resides would recognize the marriage. In the 2015 case, Obergefell v. Hodges, the U.S. Supreme Court required all states to issue marriage licenses to same-sex couples and to recognize same-sex marriages validly performed in other jurisdictions. For federal tax purposes, the term ’marriage’ does not include registered domestic partnerships, civil unions, or other similar formal relationships recognized under state law that are not denominated as a marriage under that state’s law. Therefore, domestic partners and individuals in civil unions are not treated as Spouses under this Contract. You are strongly encouraged to consult with a competent tax advisor for additional information on your state’s law regarding civil unions and same-sex marriages.

Qualified Annuity Contracts

Notwithstanding any provision of the Contract or GLWB Rider, certain provisions apply to Contracts intended to qualify as Individual Retirement Annuities under section 408(b) of the Code and Roth Individual Retirement Annuities under section 408A of the Code:

•      Only the Owner may be the Annuitant of the Contract;

•      Only one Owner may be established under the Contract;

•      The Contract will be established for the exclusive benefit of the Owner and the Beneficiary;

•      The entire interest of the Owner is non-forfeitable;

•      The Contract is non-transferable. The Owner may not borrow any money under the Contract or pledge it as security for a loan. The Owner may not sell, assign or transfer the Contract, unless permitted by a Divorce or Separation Decree.

•      Separate records will be maintained for the interest of each Owner. Great-West will furnish an annual calendar year report on the status of the Contract and such information concerning required minimum distributions as is prescribed by the Commissioner of Internal Revenue.

Contributions to Qualified Annuity Contracts

Except in the case of a “rollover contribution” as permitted by sections 402(c), 402(e)(6), 403(a)(4), 403(b)(8) 403(b)(10) 408(d)(3) or 457(e)(16) of the Code or a Contribution made in accordance with the terms of a Simplified Employee Pension (SEP), as described in Code Section 408(k), Contributions will only be accepted if they are in cash. The total of such Contributions shall not exceed the maximum as Section 219(b)(5)(A) of the Code may allow, for any taxable year, regardless of whether such Contributions are deductible by the Owner under Section 219(b)(1) of the Code. In the case of an individual who is age 50 or older, the annual cash Contribution limit is increased by the amount as Section 219(b)(5)(B) of the Code may allow for any taxable year.

You have sole responsibility for determining whether any premium payment meets applicable income tax requirements.

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Required Minimum Distributions from Qualified Annuity Contracts

It is the responsibility of the Owner to Request payments in accordance with the minimum distribution requirements of the Code. Great-West is not responsible for any penalties resulting from a failure to Request timely payments in the proper amount. Required Minimum Distributions (“RMDs”) made from the GLWB Rider will only be made in a manner consistent with the required minimum distribution rules or other provisions of the Code. The Owner must begin to take payments which satisfy the minimum distribution requirements of the Code no later than April 1 of the calendar year following the calendar year in which the Owner attains age 70 ¹⁄₂. If you own a Roth IRA, you are not required to receive minimum distributions from your Roth IRA during your life.

Any RMD during the GLWB Accumulation Phase will be considered an Excess Withdrawal.

During the GAW Phase, RMDs will not be considered to be Excess Withdrawals if the required minimum distribution causes the total Distributions to exceed the GAW amount to the extent the RMD amount is attributable to the Covered Fund.

You should consult a tax advisor regarding withdrawals to satisfy his or her RMD amount.

Distributions Before Death in Qualified Annuity Contracts

Notwithstanding any provision of the Contract, GLWB Rider or Endorsement to the contrary, the distribution of the individual’s interest in the Qualified Annuity Contract shall be made in accordance with the requirements of Section 408(b)(3) of the Code and the regulations thereunder. If you own a Roth IRA, you are not required to receive minimum distributions from your Roth IRA during your life.

The Owner’s entire interest in the Contract must be distributed, or begin to be distributed, by the Owner’s required beginning date, which is April 1 of the calendar year following the calendar year in which the Owner reaches age 70 ¹⁄₂. For that year, and each succeeding year, a distribution must be made on or before December 31. By the required beginning date, the Owner may elect to have the balance in the Contract distributed in one of the following forms:

(a) a single sum payment;

(b) equal or substantially equal payments no less frequently than annually over the life of the Owner;

(c) equal or substantially equal payments no less frequently than annually over the lives of the Owner and the designated Beneficiary;

(d) equal or substantially equal payments no less frequently than annually over a period not extending beyond the Owner’s life expectancy; or

(e) equal or substantially equal payments no less frequently than annually over a period not extending beyond the joint life and last survivor expectancy of the Owner and the designated Beneficiary.

All distributions made hereunder shall be made in accordance with section 401(a)(9) of the Code, including the incidental death benefit requirements, and any other applicable regulations.

If payment is not to be made in the form of periodic annuity payments on an irrevocable basis (except for acceleration), the amount to be distributed each year, beginning with the first calendar year for which distributions are required and then for each succeeding calendar year will be determined under the applicable provisions of the Code and the implementing regulations.

Distributions Upon Death in Qualified Annuity Contracts

Distributions beginning before death. If the Owner dies after distribution has begun, the remaining portion of such interest will continue to be distributed at least as rapidly as under the method of distribution being used prior to the individual’s death.

Distributions beginning after death. If the Owner dies before distribution has begun, distribution of the individual’s entire interest shall be completed by December 31 of the calendar year containing the fifth anniversary of the individual’s death unless an election is made to receive distribution in accordance with (1) or (2) below:

1)    If the Owner’s interest is payable to a designated Beneficiary, then the entire interest of the individual may be distributed in equal or substantially equal payments over the life or over a period certain not greater than the life expectancy of the designated Beneficiary commencing on or before December 31 of the calendar year immediately following the calendar year in which the Owner died.

2)    If the designated Beneficiary is the Owner’s surviving Spouse, the date distributions are required to begin in accordance with (1) above shall not be earlier than the later of (A) December 31 of the calendar year immediately following the calendar year in which the individual died or (B) December 31 of the calendar year in which the individual would have attained age 70 ¹⁄₂.

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3)    If the designated Beneficiary is the Owner’s surviving Spouse, the Spouse may treat the Contract as his or her own Qualified Annuity Contract. This election will be deemed to have been made if such surviving Spouse makes a regular Contribution to the Contract, makes a rollover to or from such Contract, or fails to elect any of the above provisions.

Life expectancy is computed by use of the single life table in Q&A 1 of Section 1.401(a)(9)-9 of the regulations. If distributions are being made to a surviving Spouse as the sole designated Beneficiary, such Spouse’s remaining life expectancy for a year is the number in the single life table corresponding to such Spouse’s age in each year after the calendar year of the Owner’s death. In all other cases, remaining life expectancy for a year is the number in the single life table corresponding to the Beneficiary’s age in the year following the calendar year of the individual’s death and reduced by 1 for each subsequent year.

Distribution of the Contracts

We offer the Contract on a continuous basis. We have entered into a distribution agreement with Charles Schwab & Co., Inc. (“Schwab”) and GWFS. Contracts are sold in those states where the Contract may lawfully be sold by licensed insurance agents who are registered representatives. Schwab is registered as a broker/dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is a member of FINRA. Schwab’s principal offices are located at 211 Main Street, San Francisco, California 94105.

GWFS is the principal underwriter and distributor of the Contracts and is a wholly-owned subsidiary of Great-West. GWFS is registered with the SEC as a broker/dealer under the Exchange Act and is a member of FINRA. Its principal offices are located at 8515 East Orchard Road, Greenwood Village, Colorado, 80111.

Great-West (or its affiliates, for purposes of this section only, collectively, “the Company”) pays Schwab compensation for the promotion and sale of the Contract as described below. Compensation paid to Schwab is not paid directly by the Owner or the Series Account. The Company intends to fund this compensation through fees and charges imposed under the Contract and payable to the Company, and from profits on payments received by the Company from Portfolios’ advisers or administrators for providing administrative, marketing, and other support and services to the Portfolios. See “Expenses of the Portfolios” above. The Company pays a portion of these proceeds to Schwab for distribution services.

As compensation for distribution services and some Contract administrative services, the Company pays Schwab an annual fee equal to 0.51% of average daily Series Account assets. The Company also may pay a marketing allowance or allow other promotional incentives or payments to Schwab in the form of cash or other compensation, as mutually agreed upon by the Company and the broker/dealers, to the extent permitted by FINRA rules and other applicable laws and regulations.

You should ask your Schwab representative for further information about what compensation he or she, or Schwab, may receive in connection with your purchase of a Contract.

Voting Rights

In general, you do not have a direct right to vote the Portfolio shares held in the Series Account. However, under current law, you are entitled to give us instructions on how to vote the shares. We will vote the shares according to those instructions at regular and special shareholder meetings. If the law changes and we can vote the shares in our own right, we may elect to do so.

Before the Annuity Commencement Date, you have the voting interest. The number of votes available to you will be calculated separately for each of your Sub-Accounts. That number will be determined by applying your percentage interest, if any, in a particular Sub-Account to the total number of votes attributable to that Sub-Account. You hold a voting interest in each Sub-Account to which your Annuity Account Value is allocated. If you select a variable annuity option, the person receiving payments will have the voting interest, and the votes attributable to the Contract will decrease as annuity payouts are made.

The number of votes of a Portfolio will be determined as of the date established by that Portfolio for determining shareholders eligible to vote at the meeting of the Portfolio. Voting instructions will be solicited by communication prior to such meeting in accordance with procedures established by the respective Portfolios.

If we do not receive timely instructions or if Owners have no beneficial interest in shares held by us, we will vote according to the voting instructions as a proportion of all Contracts participating in the Sub-Account. Shares held by us will also be voted proportionately. The effect of proportional voting is that if a large number of Owners fail to give voting instructions, a small number of Owners may determine the outcome of the vote. If you indicate in your instructions that you do not wish to vote an item, we will apply your instructions on a pro rata basis to reduce the votes eligible to be cast.

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Each person or entity having a voting interest in a Sub-Account will receive proxy material, reports, and other material relating to the appropriate Portfolio.

Please note, generally the Portfolios are not required to, and do not intend to, hold annual or other regular meetings of shareholders.

Owners have no voting rights in Great-West.

Rights Reserved by Great-West

We reserve the right to make certain changes we believe would best serve the interests of Owners and Annuitants or would be appropriate in carrying out the purposes of the Contract. Any changes will be made only to the extent and in the manner permitted by applicable laws. Also, when required by law, we will obtain your approval of the changes and approval from any appropriate regulatory authority. Approval may not be required in all cases, however. Examples of the changes we may make include:

•      To operate the Series Account in any form permitted under the 1940 Act or in any other form permitted by law.

•      To Transfer any assets in any Sub-Account to another Sub-Account, or to one or more separate accounts; or to add, combine or remove Sub-Accounts of the Series Account.

•      To substitute, for the Portfolio shares in any Sub-Account, the shares of another Portfolio or shares of another investment company or any other investment permitted by law.

•      To cease accepting Contributions at any time for any reason.

•      To make any changes required by the Code or by any other applicable law in order to continue treatment of the Contract as an annuity.

•      To change the time or time of day that a valuation date is deemed to have ended.

•      To make any other necessary technical changes in the Contract in order to conform with any action the above provisions permit us to take, including changing the way we assess charges, without increasing them for any outstanding Contract beyond the aggregate amount guaranteed.

•      To limit the number of Contracts that you may purchase.

Legal Proceedings

Currently, the Series Account is not a party to, and its assets are not subject to any material legal proceedings. Further, Great-West is not currently a party to, and its property is not currently subject to, any material legal proceedings. The lawsuits to which Great-West is a party are, in the opinion of management, in the ordinary course of business, and are not expected to have a material adverse effect on the financial results, conditions, or prospects of Great-West.

Legal Matters

Advice regarding certain legal matters concerning the federal securities laws applicable to the issue and sale of the Contract has been provided by Carlton Fields Jorden Burt, P.A.

Commodity Exchange Act

Pursuant to Commodity Futures Trading Commission Rule 4.5, Great-West has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act. Therefore, it is not subject to registration or regulation as a commodity pool operator under the Commodity Exchange Act.

Cyber Security Risks

Because our variable annuity contract business is highly dependent upon the effective operation of our computer systems and those of our business partners, our business is vulnerable to disruptions from utility outages and susceptible to operational and information security risks resulting from information system failures (e.g., hardware and software malfunctions) and cyber-attacks. These risks include, among other things, the theft, misuse, corruption, and destruction of data maintained online or digitally, denial of service on our website and other operational disruption, and unauthorized release of confidential Owner information. Such system failures and cyber-attacks affecting us, the Portfolios, intermediaries and other affiliated or third-party service providers may adversely affect us and your Annuity Account Value. For instance, system failures and cyber-attacks may interfere with our processing of Contract transactions, including the processing of Transfer Requests from our website or with the Portfolios, impact our ability to calculate Accumulation Unit values, cause the release and possible destruction of confidential Owner or business information, impede order processing, subject us and/or our service providers and intermediaries to regulatory fines,

56

litigation, and financial losses and/or cause reputational damage. Cyber security risks may also impact the issuers of securities in which the Portfolios invest, which may cause the Portfolios underlying your Contract to lose value. There can be no assurance that we or the Portfolios or our service providers will avoid losses affecting your Contract due to cyber-attacks or information security breaches in the future.

Abandoned Property Requirements

Every state has unclaimed property laws that generally provide for escheatment to the state of unclaimed property (including proceeds of annuity contracts) under various circumstances. This “escheatment” is revocable, however, and the state is obligated to pay the applicable proceeds if the property owner steps forward to claim it with the proper documentation. To help prevent such escheatment, it is important that you keep your contact and other information on file with us up to date, including the names, contact information, and identifying information for the Owner, Annuitant, and Beneficiaries.

Independent Registered Public Accounting Firm

The financial statements and financial highlights of each of the investment divisions of the Variable Annuity-1 Series Account of Great-West Life & Annuity Insurance Company included in the Statement of Additional Information have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing in the Registration Statement. The consolidated financial statements of Great-West Life & Annuity Insurance Company and Subsidiaries included in the Statement of Additional Information included in the Registration Statement have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing in the Registration Statement. Such financial statements have so been included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

Available Information

You may request a free copy of the SAI. Please direct any oral, written, or electronic request for such documents to:

Retirement Resource Operations Center

P.O. Box 173920

Denver, CO 80217-3920

(800) 838-0650

AnnuityOperations@greatwest.com

The SEC maintains an Internet website (www.sec.gov) that contains the SAI and other information filed electronically by Great-West concerning the Contract and the Series Account.

You also can review and copy any materials filed with the SEC at its Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference room by calling the SEC at 1-800-SEC-0330.

The SAI contains more specific information relating to the Series Account and Great-West, such as:

• general information;

• Great-West Life & Annuity Insurance Company and the Variable Annuity-1 Series Account;

• calculation of annuity payouts;

• services;

• withholding;

• financial statements; and

• historical guaranteed annual withdrawal percentages.

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APPENDIX A

CONDENSED FINANCIAL INFORMATION

Selected Data for Accumulation Units outstanding Throughout Each Period

For the Periods Ended December 31

INVESTMENT DIVISION         (0.65)	2016	2015	2014
AB VPS GROWTH AND INCOME
Value at beginning of period	10.73	10.62	10.00
Value at end of period	11.86	10.73	10.62
Number of accumulation units outstanding at end of period	62,364	54,756	37,351
AB VPS GROWTH
Value at beginning of period	12.00	10.00
Value at end of period	12.05	12.00
Number of accumulation units outstanding at end of period	15,175	12,624
AB VPS REAL ESTATE INVESTMENT
Value at beginning of period	11.12	11.11	10.00
Value at end of period	11.91	11.12	11.11
Number of accumulation units outstanding at end of period	43,795	50,673	4,726
AB VPS SMALL/MID CAP VALUE
Value at beginning of period	9.82	10.45	10.00
Value at end of period	12.20	9.82	10.45
Number of accumulation units outstanding at end of period	11,884	7,482	3,643
ALGER CAPITAL APPRECIATION
Value at beginning of period	10.00
Value at end of period	10.00
Number of accumulation units outstanding at end of period	6,343
ALGER LARGE CAP GROWTH
Value at beginning of period	10.80	10.69	10.00
Value at end of period	10.64	10.80	10.69
Number of accumulation units outstanding at end of period	31,232	33,733	2,221
ALGER MID CAP GROWTH
Value at beginning of period	10.34	10.00
Value at end of period	10.38	10.34
Number of accumulation units outstanding at end of period	1,365	1,365
ALPS RED ROCKS LISTED PRIVATE EQUITY
Value at beginning of period	10.00
Value at end of period	10.58
Number of accumulation units outstanding at end of period	473
AMERICAN CENTURY VP BALANCED
Value at beginning of period	10.14	10.48	10.00
Value at end of period	10.78	10.14	10.48
Number of accumulation units outstanding at end of period	228,503	95,412	21,497
AMERICAN CENTURY VP INCOME & GROWTH
Value at beginning of period	10.02	10.69	10.00
Value at end of period	11.30	10.02	10.69
Number of accumulation units outstanding at end of period	65,920	26,965	21,513
AMERICAN CENTURY VP INTERNATIONAL
Value at beginning of period	9.35	9.33	10.00
Value at end of period	8.77	9.35	9.33
Number of accumulation units outstanding at end of period	40,905	9,968	1,992
AMERICAN CENTURY VP MID CAP VALUE
Value at beginning of period	10.68	10.92	10.00
Value at end of period	13.02	10.68	10.92
Number of accumulation units outstanding at end of period	40,534	36,351	12,692
AMERICAN CENTURY VP VALUE
Value at beginning of period	10.19	10.68	10.00
Value at end of period	12.20	10.19	10.68
Number of accumulation units outstanding at end of period	71,238	32,004	10,811

App A-1

AMERICAN FUNDS IS NEW WORLD FUND
Value at beginning of period	10.00
Value at end of period	10.36
Number of accumulation units outstanding at end of period	98
BLACKROCK GLOBAL ALLOCATION VI
Value at beginning of period	9.80	9.93	10.00
Value at end of period	10.13	9.80	9.93
Number of accumulation units outstanding at end of period	47,281	38,986	7,653
CLEARBRIDGE VARIABLE MID CAP PORTFOLIO
Value at beginning of period	10.00
Value at end of period	11.06
Number of accumulation units outstanding at end of period	2,638
CLEARBRIDGE VARIABLE SMALL CAP GROWTH PORTFOLIO
Value at beginning of period	9.58
Value at end of period	10.07
Number of accumulation units outstanding at end of period	1,495
COLUMBIA VARIABLE PORTFOLIO - LARGE CAP GROWTH FUND
Value at beginning of period	10.00
Value at end of period	10.50
Number of accumulation units outstanding at end of period	13,962
COLUMBIA VARIABLE PORTFOLIO - SELIGMAN GLOBAL TECHNOLOGY FUND
Value at beginning of period	12.59	11.54	10.00
Value at end of period	14.89	12.59	11.54
Number of accumulation units outstanding at end of period	9,128	8,422	8,003
COLUMBIA VARIABLE PORTFOLIO - SMALL CAP VALUE FUND
Value at beginning of period	9.40	10.10	10.00
Value at end of period	12.39	9.40	10.10
Number of accumulation units outstanding at end of period	20,395	14,994	963
DELAWARE VIP EMERGING MARKETS SERIES
Value at beginning of period	7.57	8.91	10.00
Value at end of period	8.57	7.57	8.91
Number of accumulation units outstanding at end of period	27,527	16,785	3,576
DELAWARE VIP SMALL CAP VALUE SERIES
Value at beginning of period	9.56	10.26	10.00
Value at end of period	12.48	9.56	10.26
Number of accumulation units outstanding at end of period	26,036	24,993	2,336
DELAWARE VIP SMID CAP GROWTH SERIES
Value at beginning of period	11.87	11.11	10.00
Value at end of period	12.78	11.87	11.11
Number of accumulation units outstanding at end of period	36,232	22,023	6,609
DEUTSCHE CAPITAL GROWTH VIP
Value at beginning of period	11.90	11.03	10.00
Value at end of period	12.33	11.90	11.03
Number of accumulation units outstanding at end of period	27,555	67,075	8,151
DEUTSCHE CORE EQUITY VIP
Value at beginning of period	11.33	10.84	10.00
Value at end of period	12.44	11.33	10.84
Number of accumulation units outstanding at end of period	33,979	38,779	25,459
DEUTSCHE GLOBAL SMALL CAP VIP
Value at beginning of period	9.60	9.55	10.00
Value at end of period	9.69	9.60	9.55
Number of accumulation units outstanding at end of period	10,022	4,011	700
DEUTSCHE LARGE CAP VALUE VIP
Value at beginning of period	9.70	10.48	10.00
Value at end of period	9.21	9.70	10.48
Number of accumulation units outstanding at end of period	8,235	11,081	2,769
DEUTSCHE SMALL CAP INDEX VIP
Value at beginning of period	10.05	10.60	10.00
Value at end of period	12.08	10.05	10.60
Number of accumulation units outstanding at end of period	75,047	43,357	26,132

App A-2

DEUTSCHE SMALL MID CAP GROWTH VIP
Value at beginning of period	10.59	10.75	10.00
Value at end of period	11.47	10.59	10.75
Number of accumulation units outstanding at end of period	6,261	2,485	1,646
DEUTSCHE SMALL MID CAP VALUE VIP
Value at beginning of period	10.02	10.29	10.00
Value at end of period	11.64	10.02	10.29
Number of accumulation units outstanding at end of period	6,672	8,061	459
DREYFUS IP MIDCAP STOCK
Value at beginning of period	10.44	10.75	10.00
Value at end of period	11.97	10.44	10.75
Number of accumulation units outstanding at end of period	17,323	21,236	21,419
DREYFUS VIF APPRECIATION
Value at beginning of period	10.01	10.33	10.00
Value at end of period	10.73	10.01	10.33
Number of accumulation units outstanding at end of period	28,347	28,495	14,671
DREYFUS VIF GROWTH AND INCOME
Value at beginning of period	10.76	10.66	10.00
Value at end of period	11.76	10.76	10.66
Number of accumulation units outstanding at end of period	32,227	33,143	16,147
FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES II
Value at beginning of period	10.11	10.13	10.00
Value at end of period	10.21	10.11	10.13
Number of accumulation units outstanding at end of period	85,950	33,784	3,641
FRANKLIN SMALL CAP VALUE VIP FUND
Value at beginning of period	9.16	9.95	10.00
Value at end of period	11.84	9.16	9.95
Number of accumulation units outstanding at end of period	31,102	5,317	966
GREAT-WEST LOOMIS SAYLES BOND FUND
Value at beginning of period	10.00
Value at end of period	10.39
Number of accumulation units outstanding at end of period	1,959
GREAT-WEST SECUREFOUNDATION BALANCED FUND
Value at beginning of period	10.10	10.24	10.00
Value at end of period	10.91	10.10	10.24
Number of accumulation units outstanding at end of period	10,315,490	6,333,536	1,533,824
INVESCO VI COMSTOCK
Value at beginning of period	9.80	10.49	10.00
Value at end of period	11.42	9.80	10.49
Number of accumulation units outstanding at end of period	6,983	9,511	3,652
INVESCO V.I. GROWTH & INCOME
Value at beginning of period	10.20	10.00
Value at end of period	12.13	10.20
Number of accumulation units outstanding at end of period	10,328	4,202
INVESCO V.I. HIGH YIELD
Value at beginning of period	9.37	9.74	10.00
Value at end of period	10.35	9.37	9.74
Number of accumulation units outstanding at end of period	13,293	12,817	886
INVESCO V.I. INTERNATIONAL GROWTH
Value at beginning of period	9.29	9.58	10.00
Value at end of period	9.19	9.29	9.58
Number of accumulation units outstanding at end of period	62,548	51,090	5,498
INVESCO V.I. MID CAP CORE EQUITY
Value at beginning of period	9.53	10.00
Value at end of period	10.74	9.53
Number of accumulation units outstanding at end of period	1,012	1,012
INVESCO V.I. SMALL CAP EQUITY
Value at beginning of period	9.89	10.00
Value at end of period	11.01	9.89
Number of accumulation units outstanding at end of period	21,429	18,432

App A-3

INVESCO V.I. TECHNOLOGY
Value at beginning of period	11.30	10.65	10.00
Value at end of period	11.15	11.30	10.65
Number of accumulation units outstanding at end of period	10,313	15,231	5,201
IVY FUNDS VIP INTERNATIONAL CORE EQUITY
Value at beginning of period	8.99	10.00
Value at end of period	9.03	8.99
Number of accumulation units outstanding at end of period	8,557	195
JANUS ASPEN BALANCED
Value at beginning of period	10.36	10.38	10.00
Value at end of period	10.73	10.36	10.38
Number of accumulation units outstanding at end of period	1,222,569	827,177	159,650
JANUS ASPEN FLEXIBLE BOND
Value at beginning of period	9.97	10.04	10.00
Value at end of period	10.13	9.97	10.04
Number of accumulation units outstanding at end of period	122,236	132,294	34,939
JANUS ASPEN GLOBAL RESEARCH
Value at beginning of period	10.01	10.31	10.00
Value at end of period	10.15	10.01	10.31
Number of accumulation units outstanding at end of period	20,959	18,260	7,971
JANUS ASPEN GLOBAL TECHNOLOGY
Value at beginning of period	11.18	10.00
Value at end of period	12.64	11.18
Number of accumulation units outstanding at end of period	2,158	12,482
JPMORGAN INSURANCE TRUST SMALL CAP CORE
Value at beginning of period	10.22	10.00
Value at end of period	12.21	10.22
Number of accumulation units outstanding at end of period	24,915	22,902
LAZARD RETIREMENT EMERGING MARKETS EQUITY SERIES
Value at beginning of period	7.08	8.92	10.00
Value at end of period	8.50	7.08	8.92
Number of accumulation units outstanding at end of period	64,016	51,520	7,300
LVIP BARON GROWTH OPPORTUNITIES
Value at beginning of period	10.12	10.70	10.00
Value at end of period	10.62	10.12	10.70
Number of accumulation units outstanding at end of period	6,651	30,252	1,755
MFS INTERNATIONAL VALUE
Value at beginning of period	10.18	9.63	10.00
Value at end of period	10.50	10.18	9.63
Number of accumulation units outstanding at end of period	124,898	117,882	6,964
MFS UTILITIES
Value at beginning of period	8.50	10.04	10.00
Value at end of period	9.40	8.50	10.04
Number of accumulation units outstanding at end of period	4,278	5,580	5,514
NEUBERGER BERMAN AMT MID CAP INTRINSIC VALUE
Value at beginning of period	9.81
Value at end of period	11.31
Number of accumulation units outstanding at end of period	0
NVIT MID CAP INDEX
Value at beginning of period	10.19	10.55	10.00
Value at end of period	12.15	10.19	10.55
Number of accumulation units outstanding at end of period	89,183	51,053	34,583
OPPENHEIMER GLOBAL FUND/VA
Value at beginning of period	10.20	10.00
Value at end of period	10.15	10.20
Number of accumulation units outstanding at end of period	32,404	65,454
OPPENHEIMER INTERNATIONAL GROWTH VA
Value at beginning of period	9.25	9.00	10.00
Value at end of period	8.99	9.25	9.00
Number of accumulation units outstanding at end of period	49,476	52,393	25,149

App A-4

OPPENHEIMER MAIN STREET SMALL CAP FUND/VA
Value at beginning of period	10.22	10.93	10.00
Value at end of period	11.99	10.22	10.93
Number of accumulation units outstanding at end of period	14,696	51,287	2,365
PIMCO VIT COMMODITY REALRETURN STRATEGY
Value at beginning of period	5.47	10.00
Value at end of period	6.26	5.47
Number of accumulation units outstanding at end of period	5,902	5,420
PIMCO VIT HIGH YIELD
Value at beginning of period	9.68	9.90	10.00
Value at end of period	10.81	9.68	9.90
Number of accumulation units outstanding at end of period	85,073	36,194	7,642
PIMCO VIT LOW DURATION
Value at beginning of period	9.90	9.93	10.00
Value at end of period	9.97	9.90	9.93
Number of accumulation units outstanding at end of period	241,104	153,228	11,705
PIMCO VIT REAL RETURN
Value at beginning of period	10.00
Value at end of period	10.00
Number of accumulation units outstanding at end of period	3,713
PIMCO VIT TOTAL RETURN
Value at beginning of period	10.05	10.07	10.00
Value at end of period	10.26	10.05	10.07
Number of accumulation units outstanding at end of period	331,235	143,628	19,912
PIONEER MID CAP VALUE VCT
Value at beginning of period	9.93	10.00
Value at end of period	11.47	9.93
Number of accumulation units outstanding at end of period	1,851	1,851
PIONEER SELECT MID CAP GROWTH VCT
Value at beginning of period	10.72	10.00
Value at end of period	11.04	10.72
Number of accumulation units outstanding at end of period	423	423
PUTNAM VT AMERICAN GOVERNMENT INCOME
Value at beginning of period	9.94	10.00
Value at end of period	9.90	9.94
Number of accumulation units outstanding at end of period	2,578	4,216
PUTNAM VT EQUITY INCOME
Value at beginning of period	10.23	10.62	10.00
Value at end of period	11.55	10.23	10.62
Number of accumulation units outstanding at end of period	33,855	46,563	5,225
PUTNAM VT GLOBAL ASSET ALLOCATION
Value at beginning of period	10.00
Value at end of period	10.61
Number of accumulation units outstanding at end of period	14,136
PUTNAM VT GLOBAL HEALTH CARE
Value at beginning of period	12.65	11.81	10.00
Value at end of period	11.14	12.65	11.81
Number of accumulation units outstanding at end of period	14,069	14,069	6,438
PUTNAM VT INCOME
Value at beginning of period	9.63	10.00
Value at end of period	9.79	9.63
Number of accumulation units outstanding at end of period	11,977	793
PUTNAM VT INTERNATIONAL EQUITY
Value at beginning of period	10.00
Value at end of period	9.96
Number of accumulation units outstanding at end of period	2,843

App A-5

PUTNAM VT INTERNATIONAL VALUE
Value at beginning of period	8.92	10.00
Value at end of period	8.97	8.92
Number of accumulation units outstanding at end of period	13,511	11,165
PUTNAM VT INVESTORS
Value at beginning of period	10.53	10.81	10.00
Value at end of period	11.75	10.53	10.81
Number of accumulation units outstanding at end of period	10,413	10,434	966
PUTNAM VT SMALL CAP VALUE
Value at beginning of period	9.32
Value at end of period	11.84
Number of accumulation units outstanding at end of period	1,470
SCHWAB GOVERNMENT MONEY MARKET
Value at beginning of period	9.90	9.96	10.00
Value at end of period	9.84	9.90	9.96
Number of accumulation units outstanding at end of period	814,993	508,018	927,209
SCHWAB S&P 500 INDEX
Value at beginning of period	10.85	10.79	10.00
Value at end of period	12.04	10.85	10.79
Number of accumulation units outstanding at end of period	1,874,129	1,153,990	261,618
SENTINEL VARIABLE PRODUCTS BOND
Value at beginning of period	9.72	9.92	10.00
Value at end of period	9.74	9.72	9.92
Number of accumulation units outstanding at end of period	66,344	66,062	6,143
SENTINEL VARIABLE PRODUCTS COMMON STOCK
Value at beginning of period	10.65	10.70	10.00
Value at end of period	11.77	10.65	10.70
Number of accumulation units outstanding at end of period	5,238	9,474	5,541
SENTINEL VARIABLE SMALL COMPANY
Value at beginning of period	10.34	10.54	10.00
Value at end of period	12.34	10.34	10.54
Number of accumulation units outstanding at end of period	32,475	25,221	12,813
T. ROWE PRICE HEALTH SCIENCES
Value at beginning of period	13.67	12.23	10.00
Value at end of period	12.12	13.67	12.23
Number of accumulation units outstanding at end of period	35,314	39,956	25,099
TEMPLETON FOREIGN VIP
Value at beginning of period	8.00	8.61	10.00
Value at end of period	8.52	8.00	8.61
Number of accumulation units outstanding at end of period	59,772	48,503	15,060
TEMPLETON GLOBAL BOND VIP
Value at beginning of period	9.37	9.86	10.00
Value at end of period	9.59	9.37	9.86
Number of accumulation units outstanding at end of period	24,862	29,068	15,249
TOUCHSTONE VST FOCUSED FUND
Value at beginning of period	11.04	10.90	10.00
Value at end of period	12.41	11.04	10.90
Number of accumulation units outstanding at end of period	3,106	1,973	1,290
VAN ECK VIP GLOBAL HARD ASSETS
Value at beginning of period	4.96	10.00
Value at end of period	7.07	4.96
Number of accumulation units outstanding at end of period	7,500	0
VAN ECK VIP UNCONSTRAINED EMERGING MARKETS BOND
Value at beginning of period	8.06	10.00
Value at end of period	8.52	8.06
Number of accumulation units outstanding at end of period	3,174	108
WELLS FARGO ADVANTAGE VT DISCOVERY
Value at beginning of period	10.42	10.64	10.00
Value at end of period	11.14	10.42	10.64
Number of accumulation units outstanding at end of period	40,226	40,875	6,542

App A-6

WELLS FARGO ADVANTAGE VT OMEGA GROWTH
Value at beginning of period	10.54	10.47	10.00
Value at end of period	10.53	10.54	10.47
Number of accumulation units outstanding at end of period	4,283	4,419	2,648
WELLS FARGO ADVANTAGE VT OPPORTUNITY
Value at beginning of period	10.14	10.00
Value at end of period	11.31	10.14
Number of accumulation units outstanding at end of period	5,766	7,028
INVESTMENT DIVISION         (0.85)	2016	2015	2014
AB VPS GROWTH AND INCOME
Value at beginning of period	10.70	10.61	10.00
Value at end of period	11.80	10.70	10.61
Number of accumulation units outstanding at end of period	22,986	17,713	10,087
AB VPS GROWTH
Value at beginning of period	11.96	10.00
Value at end of period	11.99	11.96
Number of accumulation units outstanding at end of period	7,032	13,496
AB VPS REAL ESTATE INVESTMENT
Value at beginning of period	11.09	11.09	10.00
Value at end of period	11.85	11.09	11.09
Number of accumulation units outstanding at end of period	37,238	35,829	1,431
AB VPS SMALL/MID CAP VALUE
Value at beginning of period	9.79	10.00
Value at end of period	12.14	9.79
Number of accumulation units outstanding at end of period	1,010	0
ALGER CAPITAL APPRECIATION
Value at beginning of period	9.99
Value at end of period	9.95
Number of accumulation units outstanding at end of period	0
ALGER LARGE CAP GROWTH
Value at beginning of period	10.77	10.68	10.00
Value at end of period	10.59	10.77	10.68
Number of accumulation units outstanding at end of period	11,687	1,161	879
ALGER MID CAP GROWTH
Value at beginning of period	10.31	10.00
Value at end of period	10.32	10.31
Number of accumulation units outstanding at end of period	0	0
ALPS RED ROCKS LISTED PRIVATE EQUITY
Value at beginning of period	10.00
Value at end of period	10.56
Number of accumulation units outstanding at end of period	0
AMERICAN CENTURY VP BALANCED
Value at beginning of period	10.11	10.47	10.00
Value at end of period	10.73	10.11	10.47
Number of accumulation units outstanding at end of period	68,996	55,396	2,135
AMERICAN CENTURY VP INCOME & GROWTH
Value at beginning of period	9.99	10.67	10.00
Value at end of period	11.24	9.99	10.67
Number of accumulation units outstanding at end of period	11,360	30,340	30,416
AMERICAN CENTURY VP INTERNATIONAL
Value at beginning of period	9.32	9.32	10.00
Value at end of period	8.73	9.32	9.32
Number of accumulation units outstanding at end of period	2,005	6,457	1,761
AMERICAN CENTURY VP MID CAP VALUE
Value at beginning of period	10.65	10.91	10.00
Value at end of period	12.96	10.65	10.91
Number of accumulation units outstanding at end of period	9,155	7,147	8,604
AMERICAN CENTURY VP VALUE
Value at beginning of period	10.16	10.66	10.00
Value at end of period	12.14	10.16	10.66
Number of accumulation units outstanding at end of period	15,970	26,243	25,749

App A-7

AMERICAN FUNDS IS NEW WORLD FUND
Value at beginning of period	10.00
Value at end of period	10.34
Number of accumulation units outstanding at end of period	860
BLACKROCK GLOBAL ALLOCATION VI
Value at beginning of period	9.76	9.92	10.00
Value at end of period	10.08	9.76	9.92
Number of accumulation units outstanding at end of period	63,645	55,857	4,410
CLEARBRIDGE VARIABLE MID CAP PORTFOLIO
Value at beginning of period	10.00
Value at end of period	11.05
Number of accumulation units outstanding at end of period	0
CLEARBRIDGE VARIABLE SMALL CAP GROWTH PORTFOLIO
Value at beginning of period	9.57
Value at end of period	10.04
Number of accumulation units outstanding at end of period	0
COLUMBIA VARIABLE PORTFOLIO - LARGE CAP GROWTH
Value at beginning of period	10.00
Value at end of period	10.50
Number of accumulation units outstanding at end of period	13,962
COLUMBIA VARIABLE PORTFOLIO - SELIGMAN GLOBAL TECHNOLOGY
Value at beginning of period	12.55	10.00
Value at end of period	14.81	12.55
Number of accumulation units outstanding at end of period	430	0
COLUMBIA VARIABLE PORTFOLIO—SMALL CAP VALUE
Value at beginning of period	9.37	10.00
Value at end of period	12.33	9.37
Number of accumulation units outstanding at end of period	516	0
DELAWARE VIP EMERGING MARKETS SERIES
Value at beginning of period	7.55	8.91	10.00
Value at end of period	8.53	7.55	8.91
Number of accumulation units outstanding at end of period	1,450	773	4,188
DELAWARE VIP SMALL CAP VALUE SERIES
Value at beginning of period	9.53	10.25	10.00
Value at end of period	12.42	9.53	10.25
Number of accumulation units outstanding at end of period	3,221	3,204	4,965
DELAWARE VIP SMID CAP GROWTH SERIES
Value at beginning of period	11.84	11.10	10.00
Value at end of period	12.71	11.84	11.10
Number of accumulation units outstanding at end of period	844	280	725
DEUTSCHE CAPITAL GROWTH VIP
Value at beginning of period	11.87	11.02	10.00
Value at end of period	12.26	11.87	11.02
Number of accumulation units outstanding at end of period	15,201	859	11,722
DEUTSCHE CORE EQUITY VIP
Value at beginning of period	11.30	10.82	10.00
Value at end of period	12.37	11.30	10.82
Number of accumulation units outstanding at end of period	14,204	10,507	9,573
DEUTSCHE GLOBAL SMALL CAP VIP
Value at beginning of period	9.57	9.54	10.00
Value at end of period	9.64	9.57	9.54
Number of accumulation units outstanding at end of period	8,788	8,303	2,663
DEUTSCHE LARGE CAP VALUE VIP
Value at beginning of period	9.67	10.00
Value at end of period	9.16	9.67
Number of accumulation units outstanding at end of period	0	0
DEUTSCHE SMALL CAP INDEX VIP
Value at beginning of period	10.01	10.59	10.00
Value at end of period	12.02	10.01	10.59
Number of accumulation units outstanding at end of period	36,005	32,857	3,281

App A-8

DEUTSCHE SMALL MID CAP GROWTH VIP
Value at beginning of period	10.55	10.00
Value at end of period	11.41	10.55
Number of accumulation units outstanding at end of period	0	0
DEUTSCHE SMALL MID CAP VALUE VIP
Value at beginning of period	9.99	10.00
Value at end of period	11.58	9.99
Number of accumulation units outstanding at end of period	969	1,205
DREYFUS IP MIDCAP STOCK
Value at beginning of period	10.40	10.74	10.00
Value at end of period	11.91	10.40	10.74
Number of accumulation units outstanding at end of period	7,943	7,936	12,923
DREYFUS VIF APPRECIATION
Value at beginning of period	9.98	10.00
Value at end of period	10.67	9.98
Number of accumulation units outstanding at end of period	168	0
DREYFUS VIF GROWTH AND INCOME
Value at beginning of period	10.73	10.65	10.00
Value at end of period	11.70	10.73	10.65
Number of accumulation units outstanding at end of period	23,184	24,268	11,068
FEDERATED FUND FOR US GOVERNMENT SECURITIES II
Value at beginning of period	10.08	10.00
Value at end of period	10.16	10.08
Number of accumulation units outstanding at end of period	329,195	315,498
FRANKLIN SMALL CAP VALUE VIP
Value at beginning of period	9.13	10.00
Value at end of period	11.78	9.13
Number of accumulation units outstanding at end of period	607	0
GREAT-WEST LOOMIS SAYLES BOND FUND
Value at beginning of period	10.00
Value at end of period	10.39
Number of accumulation units outstanding at end of period	1,959
GREAT-WEST SECUREFOUNDATION BALANCED
Value at beginning of period	10.07	10.23	10.00
Value at end of period	10.86	10.07	10.23
Number of accumulation units outstanding at end of period	1,436,215	1,306,018	650,644
INVESCO VI COMSTOCK
Value at beginning of period	9.77	10.48	10.00
Value at end of period	11.36	9.77	10.48
Number of accumulation units outstanding at end of period	0	19,762	28,025
INVESCO V.I. GROWTH & INCOME
Value at beginning of period	10.16	10.00
Value at end of period	12.06	10.16
Number of accumulation units outstanding at end of period	14	0
INVESCO V.I. HIGH YIELD
Value at beginning of period	9.34	10.00
Value at end of period	10.30	9.34
Number of accumulation units outstanding at end of period	6,731	3,545
INVESCO V.I. INTERNATIONAL GROWTH
Value at beginning of period	9.26	9.57	10.00
Value at end of period	9.14	9.26	9.57
Number of accumulation units outstanding at end of period	10,207	11,675	14,223
INVESCO V.I. MID CAP CORE EQUITY
Value at beginning of period	9.50	10.00
Value at end of period	10.68	9.50
Number of accumulation units outstanding at end of period	0	0

App A-9

INVESCO V.I. SMALL CAP EQUITY
Value at beginning of period	9.86	10.00
Value at end of period	10.95	9.86
Number of accumulation units outstanding at end of period	728	728
INVESCO V.I. TECHNOLOGY
Value at beginning of period	11.27	10.64	10.00
Value at end of period	11.09	11.27	10.64
Number of accumulation units outstanding at end of period	13,512	19,688	960
IVY FUNDS VIP INTERNATIONAL CORE EQUITY
Value at beginning of period	8.98	10.00
Value at end of period	9.00	8.98
Number of accumulation units outstanding at end of period	1,561	0
JANUS ASPEN BALANCED
Value at beginning of period	10.32	10.37	10.00
Value at end of period	10.68	10.32	10.37
Number of accumulation units outstanding at end of period	545,247	347,990	179,351
JANUS ASPEN FLEXIBLE BOND
Value at beginning of period	9.94	10.03	10.00
Value at end of period	10.08	9.94	10.03
Number of accumulation units outstanding at end of period	48,942	38,988	21,973
JANUS ASPEN GLOBAL RESEARCH
Value at beginning of period	9.97	10.00
Value at end of period	10.09	9.97
Number of accumulation units outstanding at end of period	6,940	5,940
JANUS ASPEN GLOBAL TECHNOLOGY
Value at beginning of period	11.14	10.00
Value at end of period	12.58	11.14
Number of accumulation units outstanding at end of period	36	0
JPMORGAN INSURANCE TRUST SMALL CAP CORE
Value at beginning of period	10.19	10.85	10.00
Value at end of period	12.15	10.19	10.85
Number of accumulation units outstanding at end of period	301	274	6,284
LAZARD RETIREMENT EMERGING MARKETS EQUITY SERIES
Value at beginning of period	7.06	8.90	10.00
Value at end of period	8.45	7.06	8.90
Number of accumulation units outstanding at end of period	16,970	16,824	11,110
LVIP BARON GROWTH OPPORTUNITIES
Value at beginning of period	10.09	10.69	10.00
Value at end of period	10.56	10.09	10.69
Number of accumulation units outstanding at end of period	1,198	616	289
MFS VIT II INTERNATIONAL VALUE
Value at beginning of period	10.14	9.62	10.00
Value at end of period	10.44	10.14	9.62
Number of accumulation units outstanding at end of period	66,064	61,240	11,548
MFS VIT UTILITIES
Value at beginning of period	8.48	10.03	10.00
Value at end of period	9.35	8.48	10.03
Number of accumulation units outstanding at end of period	0	0	984
NEUBERGER BERMAN AMT MID CAP INTRINSIC VALUE
Value at beginning of period	9.78
Value at end of period	11.25
Number of accumulation units outstanding at end of period	27
NVIT MID CAP INDEX
Value at beginning of period	10.16	10.53	10.00
Value at end of period	12.08	10.16	10.53
Number of accumulation units outstanding at end of period	12,768	10,070	1,838
OPPENHEIMER GLOBAL FUND/VA
Value at beginning of period	10.17	9.87	10.00
Value at end of period	10.09	10.17	9.87
Number of accumulation units outstanding at end of period	2,750	2,750	5,851

App A-10

OPPENHEIMER INTERNATIONAL GROWTH VA
Value at beginning of period	9.22	8.99	10.00
Value at end of period	8.95	9.22	8.99
Number of accumulation units outstanding at end of period	14,900	12,989	9,531
OPPENHEIMER MAIN STREET SMALL CAP FUND/VA
Value at beginning of period	10.19	10.92	10.00
Value at end of period	11.92	10.19	10.92
Number of accumulation units outstanding at end of period	10,566	9,360	2,053
PIMCO VIT COMMODITY REALRETURN STRATEGY
Value at beginning of period	5.45	10.00
Value at end of period	6.23	5.45
Number of accumulation units outstanding at end of period	2,003	2,003
PIMCO VIT HIGH YIELD
Value at beginning of period	9.65	9.89	10.00
Value at end of period	10.76	9.65	9.89
Number of accumulation units outstanding at end of period	20,544	16,865	460
PIMCO VIT LOW DURATION
Value at beginning of period	9.87	9.92	10.00
Value at end of period	9.92	9.87	9.92
Number of accumulation units outstanding at end of period	52,480	42,924	26,221
PIMCO VIT TOTAL RETURN
Value at beginning of period	10.02	10.06	10.00
Value at end of period	10.20	10.02	10.06
Number of accumulation units outstanding at end of period	67,190	57,048	25,119
PIONEER MID CAP VALUE VCT
Value at beginning of period	9.90	10.66	10.00
Value at end of period	11.41	9.90	10.66
Number of accumulation units outstanding at end of period	6,812	6,812	477
PIONEER SELECT MID CAP GROWTH VCT
Value at beginning of period	10.68	10.00
Value at end of period	10.99	10.68
Number of accumulation units outstanding at end of period	0	0
PUTNAM VT AMERICAN GOVERNMENT INCOME
Value at beginning of period	9.91	10.06	10.00
Value at end of period	9.85	9.91	10.06
Number of accumulation units outstanding at end of period	317,318	317,318	462
PUTNAM VT EQUITY INCOME
Value at beginning of period	10.20	10.61	10.00
Value at end of period	11.49	10.20	10.61
Number of accumulation units outstanding at end of period	44,792	57,936	31,741
PUTNAM VT GLOBAL ASSET ALLOCATION
Value at beginning of period	10.00
Value at end of period	10.60
Number of accumulation units outstanding at end of period	0
PUTNAM VT GLOBAL HEALTH CARE
Value at beginning of period	12.61	11.80	10.00
Value at end of period	11.08	12.61	11.80
Number of accumulation units outstanding at end of period	1,625	2,557	867
PUTNAM VT INCOME
Value at beginning of period	9.62	10.00
Value at end of period	9.75	9.62
Number of accumulation units outstanding at end of period	7,551	6,704
PUTNAM VT INTERNATIONAL EQUITY
Value at beginning of period	10.00
Value at end of period	9.95
Number of accumulation units outstanding at end of period	0
PUTNAM VT INTERNATIONAL VALUE
Value at beginning of period	8.90	10.00
Value at end of period	8.94	8.90
Number of accumulation units outstanding at end of period	0	0

App A-11

PUTNAM VT INVESTORS
Value at beginning of period	10.49	10.80	10.00
Value at end of period	11.69	10.49	10.80
Number of accumulation units outstanding at end of period	6,098	12,778	23,108
PUTNAM VT SMALL CAP VALUE
Value at beginning of period	9.31
Value at end of period	11.80
Number of accumulation units outstanding at end of period	23
SCHWAB GOVERNMENT MONEY MARKET
Value at beginning of period	9.87	9.95	10.00
Value at end of period	9.79	9.87	9.95
Number of accumulation units outstanding at end of period	71,119	45,325	189,971
SCHWAB S&P 500 INDEX
Value at beginning of period	10.82	10.78	10.00
Value at end of period	11.98	10.82	10.78
Number of accumulation units outstanding at end of period	359,629	345,393	70,252
SENTINEL VARIABLE PRODUCTS BOND
Value at beginning of period	9.69	9.90	10.00
Value at end of period	9.69	9.69	9.90
Number of accumulation units outstanding at end of period	183,513	181,953	32,980
SENTINEL VARIABLE PRODUCTS COMMON STOCK
Value at beginning of period	10.61	10.68	10.00
Value at end of period	11.71	10.61	10.68
Number of accumulation units outstanding at end of period	0	0	943
SENTINEL VARIABLE PRODUCTS SMALL COMPANY
Value at beginning of period	10.30	10.53	10.00
Value at end of period	12.28	10.30	10.53
Number of accumulation units outstanding at end of period	15,325	14,867	2,099
T. ROWE PRICE HEALTH SCIENCES
Value at beginning of period	13.62	12.22	10.00
Value at end of period	12.06	13.62	12.22
Number of accumulation units outstanding at end of period	10,706	4,595	22,629
TEMPLETON FOREIGN VIP
Value at beginning of period	7.97	8.60	10.00
Value at end of period	8.47	7.97	8.60
Number of accumulation units outstanding at end of period	13,216	13,216	13,904
TEMPLETON GLOBAL BOND VIP
Value at beginning of period	9.34	9.85	10.00
Value at end of period	9.54	9.34	9.85
Number of accumulation units outstanding at end of period	29,916	28,455	8,786
TOUCHSTONE VST FOCUSED FUND
Value at beginning of period	11.00	10.00
Value at end of period	12.34	11.00
Number of accumulation units outstanding at end of period	2,173	2,173
VAN ECK VIP GLOBAL HARD ASSETS
Value at beginning of period	4.94	10.00
Value at end of period	7.03	4.94
Number of accumulation units outstanding at end of period	10,249	10,248
VAN ECK VIP UNCONSTRAINED EMERGING MARKETS BOND
Value at beginning of period	8.03	9.32	10.00
Value at end of period	8.48	8.03	9.32
Number of accumulation units outstanding at end of period	1,483	273	733
WELLS FARGO ADVANTAGE VT DISCOVERY
Value at beginning of period	10.38	10.00
Value at end of period	11.08	10.38
Number of accumulation units outstanding at end of period	0	0

App A-12

WELLS FARGO ADVANTAGE VT OMEGA GROWTH
Value at beginning of period	10.51	10.00
Value at end of period	10.47	10.51
Number of accumulation units outstanding at end of period	33,892	33,878
WELLS FARGO ADVANTAGE VT OPPORTUNITY
Value at beginning of period	10.11	10.52	10.00
Value at end of period	11.25	10.11	10.52
Number of accumulation units outstanding at end of period	3,522	3,522	3,522

App A-13

Appendix B — Net Investment Factor

The Net Investment Factor is determined by dividing (a) by (b), and subtracting (c) from the result where:

(a) is the net result of:

(i) the net asset value per share of the Portfolio shares determined as of the end of the current valuation period, plus

(ii) the per share amount of any dividend (or, if applicable, capital gain distributions) made by the Portfolio on shares if the “ex-dividend” date occurs during the current valuation period, plus or minus

(iii) a per unit charge or credit for any taxes incurred by or provided for in the Sub-Account, which is determined by Great-West to have resulted from the investment operations of the Sub-Account, and

(b) is the result of:

(i) the net asset value per share of the Portfolio shares determined as of the end of the immediately preceding valuation period; plus or minus

(ii) the per unit charge or credit for any taxes incurred by or reserved for in the Sub-Account for the immediately preceding Valuation Period; and

(c) is an amount representing the Mortality and Expense Risk Charge deducted from each Sub-Account on a daily basis. Such amount is equal to 0.65% if you have selected Death Benefit Option 1 or 0.85% if you have selected Death Benefit Option 2.

The Net Investment Factor may be greater than, less than, or equal to one. Therefore, the Accumulation Unit value may increase, decrease, or remain unchanged.

The net asset value per share referred to in paragraphs (a)(i) and (b) above, reflects the investment performance of the Portfolio as well as the payment of Portfolio expenses.

App B - 1

Appendix C — State Variations to the Contract and GLWB Rider

The following chart discloses all material state variations to the Contract and GLWB Rider, as well as state variations to the right of cancellation provisions:

*Please note that the CA, DC, FL, GA, LA, NV, and TX contract term, ‘Surrender Value,’ is equivalent to Annuity Account Value under the Contract.

STATE	CONTRACT	GLWB RIDER
CA	RIGHT TO CANCEL (If Contract Owner is age 60 years or over): THIS POLICY MAY BE RETURNED WITHIN 30 DAYS FROM THE DATE YOU RECEIVED IT. DURING THAT 30-DAY PERIOD, YOUR MONEY WILL BE PLACED IN A FIXED ACCOUNT OR MONEY-MARKET FUND, UNLESS YOU DIRECT THAT THE PREMIUM BE INVESTED IN A STOCK OR BOND PORTFOLIO UNDERLYING THE CONTRACT DURING THE 30-DAY PERIOD. IF YOU DO NOT DIRECT THAT THE PREMIUM BE INVESTED IN A STOCK OR BOND PORTFOLIO, AND IF YOU RETURN THE POLICY WITHIN THE 30-DAY PERIOD, YOU WILL BE ENTITLED TO A REFUND OF THE PREMIUM AND POLICY FEES. IF YOU DIRECT THAT THE PREMIUM BE INVESTED IN A STOCK OR BOND PORTFOLIO DURING THE 30 DAY PERIOD, AND IF YOU RETURN THE POLICY DURING THAT PERIOD, YOU WILL BE ENTITLED TO A REFUND OF THE POLICY’S ACCOUNT VALUE ON THE DAY THE POLICY IS RECEIVED BY THE INSURANCE COMPANY OR AGENT WHO SOLD YOU THIS POLICY, WHICH COULD BE LESS THAN THE PREMIUM YOU PAID FOR THE POLICY. A RETURN OF THE POLICY MAY RESULT IN A SUBSTANTIAL PENALTY. RIGHT TO CANCEL (If Owner is not age 60 years or over): You have a 30 day right to cancel. If you are not satisfied with the Contract, return it to the [Retirement Resource Operations Center] or an agent of the Company. The Contract will be void from the start, and the Company will refund the Surrender Value provided in the Contract, plus any fees or charges deducted from the premiums or imposed under the Contract.]	(Rider is assignable, non assignable language removed.) Section 9: ASSIGNMENT In the event of an assignment or change of ownership, payments will continue to be made to the Owner based on the life of the original Covered Person.
CT	Front Cover: Right To Cancel: There is a 10 day right to cancel. If you are not satisfied with the Contract, return it to the Retirement Resource Operations Center or an agent of the Company. The Contract will be void from the start, and the Company will refund the Annuity Account Value as of the Transaction Date the Request for cancellation is received. During the right to cancel period, the Contributions will be allocated in the Sub-Account(s) as specified in the application.	(Rider is assignable, non-assignable language removed.)
DC	Front Cover: Right To Cancel: [You have a 10 30 day right to cancel. If you are not satisfied with the Contract, return it to the [Retirement Resource Operations Center] or an agent of the Company. The Contract will be void from the start, and the Company will refund the Surrender Value provided in the Contract, plus any fees or charges deducted from the premiums or imposed under the Contract.]	(Rider is assignable, non-assignable language removed.) Section 9: ASSIGNMENT In the event of an assignment or change of ownership, payments will continue to be made to the Owner based on the life of the original Covered Person.

App C - 1

FL	Front Cover: Right To Cancel: You have a 10 30 day right to cancel. If you are not satisfied with the Contract, return it to the [Retirement Resource Operations Center] or an agent of the Company. The Contract will be void from the start, and the Company will refund the Surrender Value provided in the Contract, plus any fees or charges deducted from the premiums or imposed under the Contract.]	(Rider is assignable, non-assignable language removed.) Section 9: ASSIGNMENT In the event of an assignment or change of ownership, payments will continue to be made to the Owner based on the life of the original Covered Person.
GA	Front Cover: Right To Cancel: [You have a 10 30 day right to cancel. If you are not satisfied with the Contract, return it to the [Retirement Resource Operations Center] or an agent of the Company. The Contract will be void from the start, and the Company will refund the Surrender Value provided in the Contract, plus any fees or charges deducted from the premiums or imposed under the Contract.]	(Rider is assignable, non-assignable language removed.) Section 9: ASSIGNMENT In the event of an assignment or change of ownership, payments will continue to be made to the Owner based on the life of the original Covered Person.
LA	Front Cover: Right To Cancel: [You have a 10 30 day right to cancel. If you are not satisfied with the Contract, return it to the [Retirement Resource Operations Center] or an agent of the Company. The Contract will be void from the start, and the Company will refund the Surrender Value provided in the Contract, plus any fees or charges deducted from the premiums or imposed under the Contract.]	(Rider is assignable, non-assignable language removed.) Section 9: ASSIGNMENT In the event of an assignment or change of ownership, payments will continue to be made to the Owner based on the life of the original Covered Person.
MT	Front Cover: Right To Cancel: There is a 10 day right to cancel. If this Contract is issued as a replacement of existing life insurance or annuity coverage, the right to cancel period is extended to 30 days from the date of receiving it. If you are not satisfied with the Contract, return it to the Retirement Resource Operations Center or an agent of the Company. The Contract will be void from the start, and the Company will refund the Annuity Account Value as of the Transaction Date the Request for cancellation is received. During the right to cancel period, the Contributions will be allocated in the Sub-Account(s) as specified in the application. 6.01 PAYMENT OF DEATH BENEFIT (4th paragraph): When this Contract becomes a claim, settlement will be made within 60 days of receipt of due proof of death. If settlement is made after the first 30 days, the settlement shall include interest earned from the 30th day until the date of settlement. Interest will be paid at a rate no less than required by Montana law. 8.13 CONFORMITY WITH MONTANA STATUTES The provisions of this Contract conform to the minimum requirements of Montana law and control over any conflicting statutes of any state in which the insured resides on or after the effective date of this Contract.
NV	Front Cover: Right To Cancel: [You have a 10 30 day right to cancel. If you are not satisfied with the Contract, return it to the [Retirement Resource Operations Center] or an agent of the Company. The Contract will be void from the start, and the Company will refund the Surrender Value provided in the Contract, plus any fees or charges deducted from the premiums or imposed under the Contract.]	(Rider is assignable, non-assignable language removed.) Section 9: ASSIGNMENT In the event of an assignment or change of ownership, payments will continue to be made to the Owner based on the life of the original Covered Person.

App C - 2

ND	Front Cover: Right To Cancel: There is a 10 20 day right to cancel. If the Contract is issued as a replacement of existing life insurance or annuity coverage, the right to cancel period is extended to 30 days from the date of receiving it. If you are not satisfied with the Contract, return it to the Retirement Resource Operations Center or an agent of the Company. The Contract will be void from the start, and the Company will refund the greater of: 1) the Contributions (less any indebtedness); or 2) the Annuity Account Value. Annuity Account Value as of the Transaction Date the Request for cancellation is received. During the right to cancel period, the Contributions will be allocated in the Sub-Account(s) as specified in the application.
SD	Front Cover: Right To Cancel: There is a 10 day right to cancel. If you are not satisfied with the Contract, return it to the Retirement Resource Operations Center or an agent of the Company. The Contract will be void from the start, and the Company will refund the Annuity Account Value as of the Transaction Date the Request for cancellation is received. During the right to cancel period, the Contributions will be allocated in the Sub-Account(s) as specified in the application.
TX	Front Cover: Right To Cancel: [You have a 10 30 day right to cancel. If you are not satisfied with the Contract, return it to the [Retirement Resource Operations Center] or an agent of the Company. The Contract will be void from the start, and the Company will refund the Surrender Value provided in the Contract, plus any fees or charges deducted from the premiums or imposed under the Contract.]	(Rider is assignable, non-assignable language removed.) Section 9: ASSIGNMENT In the event of an assignment or change of ownership, payments will continue to be made to the Owner based on the life of the original Covered Person.

App C - 3

VARIABLE ANNUITY-1 SERIES ACCOUNT

SCHWAB ONESOURCE CHOICE VARIABLE ANNUITY^TM

Individual Flexible Premium Deferred Variable Annuity Contracts

issued by

Great-West Life & Annuity Insurance Company

8515 E. Orchard Road

Greenwood Village, Colorado 80111

Telephone: (800) 468-8661 (Outside Colorado)

(800) 547-4957 (Colorado)

STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional Information is not a prospectus and should be read in conjunction with the Prospectus, dated May 1, 2017, which is available without charge by contacting the Retirement Resource Operations Center, P.O. Box 173920, Denver, Colorado 80217-3920 or at (800) 838-0650.

The date of this Statement of Additional Information is

May 1, 2017.

B-1

TABLE OF CONTENTS

	Page
GENERAL INFORMATION		B-3
GREAT-WEST LIFE & ANNUITY AND THE VARIABLE ANNUITY-1 SERIES ACCOUNT		B-3
CALCULATION OF ANNUITY PAYOUTS		B-3
POSTPONEMENT OF PAYOUTS		B-3
SERVICES		B-4
- Safekeeping of Series Account Assets		B-4
- Independent Registered Public Accounting Firm		B-4
- Principal Underwriter		B-4
- Administrative Services		B-4
WITHHOLDING		B-5
FINANCIAL STATEMENTS		B-5
APPENDIX A – HISTORICAL GUARANTEED ANNUAL WITHDRAWAL PERCENTAGES		B-6

B-2

GENERAL INFORMATION

    In order to supplement the description in the Prospectus, the following provides additional information about the Contracts and other matters which may be of interest to you. Terms used in this Statement of Additional Information have the same meanings as are defined in the Prospectus under the heading “Definitions.”

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

AND THE VARIABLE ANNUITY-1 SERIES ACCOUNT

    Great-West Life & Annuity Insurance Company (the “Company”), the issuer of the Contract, is a Colorado corporation qualified to sell life insurance and annuity contracts in Puerto Rico, U.S. Virgin Islands, Guam, the District of Columbia and all states except New York. Great-West is a wholly owned subsidiary of GWL&A Financial, Inc., a Delaware holding company. GWL&A Financial, Inc. is an indirect wholly-owned subsidiary of Great-West Lifeco Inc., a Canadian holding company. Great-West Lifeco Inc. is a subsidiary of Power Financial Corporation, a Canadian holding company with substantial interests in the financial services industry. Power Financial Corporation is a subsidiary of Power Corporation of Canada, a Canadian holding and management company. Through a group of private holding companies, The Desmarais Family Residuary Trust, which was created on October 8, 2013 under the Last Will and Testament of Paul G. Desmarais, has voting control of Power Corporation of Canada.

    The assets allocated to the Variable Annuity-1 Series Account (the “Series Account”) are the exclusive property of Great-West. Registration of the Series Account under the Investment Company Act of 1940 does not involve supervision of the management or investment practices or policies of the Series Account or of Great-West by the Securities and Exchange Commission. Great-West may accumulate in the Series Account proceeds from charges under the Contracts and other amounts in excess of the Series Account assets representing reserves and liabilities under the Contract and other variable annuity contracts issued by Great-West. Great-West may from time to time transfer to its general account any of such excess amounts. Under certain remote circumstances, the assets of one Sub-Account may not be insulated from liability associated with another Sub-Account.

CALCULATION OF ANNUITY PAYOUTS

Variable Annuity Options

    Great-West converts the Accumulation Units for each Investment Segment Sub-Account held by you into Annuity Units at their values determined as of the end of the valuation period which contains the Annuity Commencement Date. The number of Annuity Units paid for each Investment Segment Sub-Account is determined by dividing the amount of the first payment by the Annuity Unit value on the first valuation date preceding the date the first payout is due. The number of Annuity Units used to calculate each payout for an Investment Segment Sub-Account remains fixed during the Annuity Payout Period.

    The first payment under a variable annuity payout option will be based on the value of each Investment Segment Sub-Account on the first valuation date preceding the Annuity Commencement Date. We will determine it by applying the appropriate rate to the amount applied under the payout option. Payments after the first will vary depending upon the investment experience of the Investment Segment Sub-Accounts. The subsequent amount paid is determined by multiplying (a) by (b) where (a) is the number of Annuity Units to be paid and (b) is the Annuity Unit value on the first valuation date preceding the date the annuity payout is due. The total amount of each variable annuity payout will be the sum of the variable annuity payments for each Sub-Account.

POSTPONEMENT OF PAYOUTS

    With respect to amounts allocated to the Series Account, payment of any amount due upon a total or partial surrender, death or under an annuity option will ordinarily be made within seven days after all documents required for such payment are received by the Retirement Resource Operations Center. However, the determination, application or payment of any Death Benefit, Transfer, full surrender, partial withdrawal or annuity payment may be deferred (1) for any period (A) during which the New York Stock Exchange is closed (other than customary weekend and holiday closings) or (B) trading on the New York Stock Exchange is restricted, (2) for any period during which an emergency exists as a result of which (A) disposal by the Series Account of securities owned by it is not reasonably practicable or (B) it is not reasonably practicable for the Series Account to determine the value of its net assets, or (3) for such other periods as the Securities and Exchange Commission may by order permit for the protection of investors.

B-3

SERVICES

A.         Safekeeping of Series Account Assets

    The assets of the Series Account are held by Great-West. The assets of the Series Account are kept physically segregated and held separate and apart from the general account of Great-West. Great-West maintains records of all purchases and redemptions of shares of the Portfolios. Additional protection for the assets of the Series Account is afforded by a financial institution bond that includes fidelity coverage issued to The Great-West LifeCo, Inc. and subsidiary companies in the amount of $50 million (Canadian) per occurrence and $100 million (Canadian) aggregate, which covers all officers and employees of Great-West.

B.         Independent Registered Public Accounting Firm

    Deloitte & Touche LLP, 555 Seventeenth Street, Suite 3600, Denver, Colorado 80202, serves as the Company’s and the Series Account’s independent registered public accounting firm.

    The financial statements and financial highlights of each of the investment divisions of the Variable Annuity-1 Series Account of Great-West Life & Annuity Insurance Company included in this Statement of Additional Information have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing in the Registration Statement. The consolidated financial statements of Great-West Life & Annuity Insurance Company and Subsidiaries included in this Statement of Additional Information included in the Registration Statement have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing in the Registration Statement. Such financial statements have so been included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

C.         Principal Underwriter

    The offering of the Contracts is made on a continuous basis by GWFS Equities, Inc., a wholly owned subsidiary of Great-West. GWFS is a Delaware corporation, a broker-dealer registered with the Securities and Exchange Commission (“SEC”), and is a member of the Financial Industry Regulatory Authority (“FINRA”). Great-West does not anticipate discontinuing the offering of the Contract, although it reserves the right to do so. GWFS has received no underwriting commissions in connection with this offering since it has been offered. The Contract generally will be issued for Annuitants from birth to age eighty-five.

D.         Administrative Services

    Certain administrative services are provided by GWFS to assist Great-West in processing the Contracts. These services are described in written agreements between GWFS and Great-West.

B-4

WITHHOLDING

    Annuity payments and other amounts received under the Contract are subject to income tax withholding unless the recipient elects not to have taxes withheld. The amounts withheld will vary among recipients depending on the tax status of the individual and the type of payments from which taxes are withheld.

    Notwithstanding the recipient’s election, withholding may be required with respect to certain payments to be delivered outside the United States. Moreover, special “backup withholding” rules may require Great-West to disregard the recipient’s election if the recipient fails to supply Great-West with a “TIN” or taxpayer identification number (social security number for individuals), or if the Internal Revenue Service notifies Great-West that the TIN provided by the recipient is incorrect.

    Foreign Account Tax Compliance Act (“FATCA”)

    We may be required to withhold at a rate of 30% under FATCA on certain distributions to foreign financial institutions and non-financial foreign entities holding accounts on behalf of and/or the assets of U.S. persons unless the foreign entities provide us with certain certifications regarding their status under FATCA on the applicable IRS forms. Prospective purchasers with accounts in foreign financial institutions or non-financial foreign entities are advised to consult with a competent tax advisor regarding the application of FATCA to their purchase situation.

FINANCIAL STATEMENTS

    The consolidated financial statements of Great-West should be considered only as bearing upon Great-West’s ability to meet its obligations under the Contracts, and they should not be considered as bearing on the investment performance of the Series Account. The variable interest of Owners under the Contracts is affected solely by the investment results of the Series Account.

B-5

APPENDIX A

HISTORICAL GUARANTEED ANNUAL WITHDRAWAL PERCENTAGES

    Below are the historic Guaranteed Annual Withdrawal percentages (GAW%) and Joint GAW% applicable to the GLWB Rider described in the Prospectus for the Contract. A complete description of the GLWB Rider can be found in the section of the Prospectus entitled “Guaranteed Lifetime Withdrawal Benefit Rider.”

CONTRACT APPLICATIONS SIGNED PRIOR TO MAY 1, 2017:

    The tables below list the GLWB Rider GAW% and Joint GAW% applicable for Contract applications signed prior to May 1, 2017.

Guaranteed Lifetime Withdrawal Benefit Rider: The GAW% for a single Covered Person is based on the age when GAWs begin according to the following table:

GAW% Table
	Age 59 1⁄2 - 64	Age 65 - 69	Age 70 - 79	Age 80+
% of Covered Fund Value	4.00%	5.00%	6.00%	7.00%

If there are Joint Covered Persons, a single GAW% is calculated based on the age of the younger Covered Person. This rate is the Joint GAW% and is based on the following table:

Joint GAW% Table
	Age 59 1⁄2 - 64	Age 65 - 69	Age 70 - 79	Age 80+
% of Covered Fund Value	3.50%	4.50%	5.50%	6.50%

B-6

Great-West Life & Annuity Insurance

Company (a wholly-owned subsidiary of

GWL&A Financial Inc.)

Consolidated Balance Sheets as of December 31, 2016 and 2015 and

Related Statements of Income, Comprehensive Income (Loss),

Stockholder’s Equity and Cash Flows for Each of the Three Years in the

Period Ended December 31, 2016 and Report of Independent Registered

Public Accounting Firm

Index to Consolidated Financial Statements, Notes, and Schedules

	Page   Number
Report of Independent Registered Public Accounting Firm	2
Financial Statements at December 31, 2016, and 2015 and for the Years Ended December 31, 2016, 2015, and 2014
Consolidated Balance Sheets	3
Consolidated Statements of Income	5
Consolidated Statements of Comprehensive Income (Loss)	6
Consolidated Statements of Stockholder’s Equity	7
Consolidated Statements of Cash Flows	8
Notes to the Consolidated Financial Statements	10
Note 1 - Organization and Significant Accounting Policies	10
Note 2 - Acquisition	19
Note 3 - Application of Recent Accounting Pronouncements	19
Note 4 - Related Party Transactions	22
Note 5 - Summary of Investments	25
Note 6 - Derivative Financial Instruments	30
Note 7 - Summary of Offsetting Assets and Liabilities	34
Note 8 - Fair Value Measurements	35
Note 9 - Minimum Guarantees	41
Note 10 - Reinsurance	42
Note 11 - Deferred Acquisition Costs and Value of Business Acquired	44
Note 12 - Goodwill and Other Intangible Assets	44
Note 13 - Commercial Paper	45
Note 14 - Stockholder’s Equity and Dividend Restrictions	45
Note 15 - Other Comprehensive Income	47
Note 16 - General Insurance Expense	49
Note 17 - Employee Benefit Plans	50
Note 18 - Income Taxes	57
Note 19 - Segment Information	60
Note 20 - Share-based Compensation	64
Note 21 - Commitments and Contingencies	66
Note 22 - Subsequent Events	68

1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholder of

Great-West Life & Annuity Insurance Company

Greenwood Village, Colorado

We have audited the accompanying consolidated balance sheets of Great-West Life & Annuity Insurance Company and subsidiaries (the “Company”) as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income (loss), stockholder’s equity, and cash flows for each of the three years in the period ended December 31, 2016. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing 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 over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Great-West Life & Annuity Insurance Company and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

/s/ DELOITTE & TOUCHE LLP

Denver, Colorado

March 1, 2017

2

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Consolidated Balance Sheets

December 31, 2016, and 2015

(In Thousands, Except Share Amounts)

	December 31,
	2016		2015
Assets
Investments:
Fixed maturities, available-for-sale, at fair value (amortized cost of $21,672,727 and $20,007,462)	$	22,153,703	$	20,531,627
Fixed maturities, held-for-trading, at fair value (amortized cost of $519,495 and $612,899)		514,738		615,839
Mortgage loans on real estate (net of valuation allowances of $2,882 and $2,890)		3,558,826		3,247,704
Policy loans		4,019,648		4,092,661
Short-term investments (amortized cost of $303,988 and $267,026)		303,988		267,026
Limited partnership and other corporation interests		34,895		40,980
Other investments		15,052		15,189
Total investments		30,600,850		28,811,026
Other assets:
Cash		18,321		34,362
Reinsurance recoverable		598,864		604,946
Deferred acquisition costs (“DAC”) and value of business acquired (“VOBA”)		486,690		414,143
Investment income due and accrued		287,681		283,183
Due from parent and affiliates		81,995		62,596
Goodwill		137,683		137,683
Other intangible assets		20,087		23,819
Other assets		1,021,210		874,918
Assets of discontinued operations		17,652		21,910
Separate account assets		27,037,765		26,631,193
Total assets	$	60,308,798	$	57,899,779

See notes to consolidated financial statements. (Continued)  

3

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Consolidated Balance Sheets

December 31, 2016, and 2015

(In Thousands, Except Share Amounts)

	December 31,
	2016		2015
Liabilities and stockholder’s equity
Policy benefit liabilities:
Future policy benefits	$	28,872,899	$	27,110,981
Policy and contract claims		372,259		354,899
Policyholders’ funds		285,554		299,577
Provision for policyholders’ dividends		49,521		55,481
Undistributed earnings on participating business		15,573		17,024
Total policy benefit liabilities		29,595,806		27,837,962
General liabilities:
Due to parent and affiliates		537,990		540,310
Commercial paper		99,049		93,371
Deferred income tax liabilities, net		191,911		137,116
Other liabilities		816,304		755,651
Liabilities of discontinued operations		17,652		21,910
Separate account liabilities		27,037,765		26,631,193
Total liabilities		58,296,477		56,017,513
Commitments and contingencies (See Note 21)
Stockholder’s equity:
Preferred stock, $1 par value, 50,000,000 shares authorized; none issued and outstanding		—		—
Common stock, $1 par value, 50,000,000 shares authorized; 7,292,708 and 7,232,986 shares issued and outstanding		7,293		7,233
Additional paid-in capital		863,031		840,874
Accumulated other comprehensive income		235,875		233,438
Retained earnings		906,122		800,721
Total stockholder’s equity		2,012,321		1,882,266
Total liabilities and stockholder’s equity	$	60,308,798	$	57,899,779

See notes to consolidated financial statements. (Concluded)  

4

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Consolidated Statements of Income

Years Ended December 31, 2016, 2015, and 2014

(In Thousands, Except Share Amounts)

	Year Ended December 31,
	2016		2015		2014
Revenues:
Premium income	$	465,349	$	445,550	$	446,395
Fee income		956,817		944,526		729,179
Other revenue		12,261		13,563		7,506
Net investment income		1,276,559		1,254,430		1,228,388
Realized investment gains (losses), net:
Total other-than-temporary losses		(4,963)		(1,044)		(4,334)
Other-than-temporary (gains) losses transferred to other comprehensive income		—		(78)		—
Other realized investment gains (losses), net		97,845		84,832		151,705
Total realized investment gains (losses), net		92,882		83,710		147,371
Total revenues		2,803,868		2,741,779		2,558,839
Benefits and expenses:
Life and other policy benefits		709,333		636,855		643,420
Decrease in future policy benefits		(124,576)		(41,636)		(56,073)
Interest paid or credited to contractholders		608,803		583,319		575,400
Provision for policyholders’ share of losses on participating business		(1,024)		(1,267)		(1,041)
Dividends to policyholders		48,487		57,356		60,739
Total benefits		1,241,023		1,234,627		1,222,445
General insurance expenses		1,181,227		1,078,996		780,991
Amortization of DAC and VOBA		31,309		100,589		44,845
Interest expense		33,705		38,588		37,286
Total benefits and expenses		2,487,264		2,452,800		2,085,567
Income before income taxes		316,604		288,979		473,272
Income tax expense		85,512		98,524		155,903
Net income	$	231,092	$	190,455	$	317,369

See notes to consolidated financial statements.

5

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Consolidated Statements of Comprehensive Income (Loss)

Years Ended December 31, 2016, 2015, and 2014

(In Thousands, Except Share Amounts)

	Year Ended December 31,
	2016		2015		2014
Net income	$	231,092	$	190,455	$	317,369
Components of other comprehensive income (loss)
Unrealized holding gains (losses), net, arising on available-for-sale fixed maturity investments		20,295		(643,880)		586,458
Unrealized holding gains (losses), net, arising on cash flow hedges		44,776		31,061		20,137
Reclassification adjustment for (gains) losses, net, realized in net income		(74,271)		(52,597)		(56,159)
Net unrealized gains (losses) related to investments		(9,200)		(665,416)		550,436
Future policy benefits, DAC and VOBA adjustments		10,983		65,245		(58,760)
Employee benefit plan adjustment		1,966		31,586		(95,886)
Other, net		12,949		96,831		(154,646)
Other comprehensive income (loss) before income taxes		3,749		(568,585)		395,790
Income tax expense (benefit) related to items of other comprehensive income		1,312		(199,005)		138,526
Other comprehensive income (loss) (1)		2,437		(369,580)		257,264
Total comprehensive income (loss)	$	233,529	$	(179,125)	$	574,633

⁽¹⁾ Other comprehensive income (loss) includes the non-credit component of impaired losses on fixed maturities available-for-sale, net of future policy benefits, DAC and VOBA adjustments and income taxes, in the amounts of $(6,520), $(6,596), and $177 for the years ended December 31, 2016, 2015, and 2014, respectively.

See notes to consolidated financial statements.

6

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Consolidated Statements of Stockholder’s Equity

Years Ended December 31, 2016, 2015, and 2014

(In Thousands, Except Share Amounts)

	Common stock		Additional paid-in capital		Accumulated other comprehensive income (loss)		Retained earnings		Total
Balances, January 1, 2014	$	7,032	$	774,115	$	345,754	$	748,831	$	1,875,732
Net income		—		—		—		317,369		317,369
Other comprehensive income, net of income taxes		—		—		257,264		—		257,264
Dividends		—		—		—		(316,401)		(316,401)
Share-based compensation		—		3,384		—		—		3,384
Income tax benefit on share-based compensation		—		165		—		—		165
Balances, December 31, 2014		7,032		777,664		603,018		749,799		2,137,513
Net income		—		—		—		190,455		190,455
Other comprehensive loss, net of income taxes		—		—		(369,580)		—		(369,580)
Dividends		—		—		—		(139,533)		(139,533)
Common stock issuance		201		60,602		—		—		60,803
Share-based compensation		—		1,655		—		—		1,655
Income tax benefit on share-based compensation		—		953		—		—		953
Balances, December 31, 2015		7,233		840,874		233,438		800,721		1,882,266
Net income		—		—		—		231,092		231,092
Other comprehensive income, net of income taxes		—		—		2,437		—		2,437
Dividends		—		—		—		(125,691)		(125,691)
Common stock issuance		60		19,690		—		—		19,750
Share-based compensation		—		2,190		—		—		2,190
Income tax benefit on share-based compensation		—		277		—		—		277
Balances, December 31, 2016	$	7,293	$	863,031	$	235,875	$	906,122	$	2,012,321

See notes to consolidated financial statements.

7

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Consolidated Statements of Cash Flows

Years Ended December 31, 2016, 2015, and 2014

(In Thousands, Except Share Amounts)

	Year ended December 31,
	2016		2015		2014
Cash flows from operating activities:
Net income	$	231,092	$	190,455	$	317,369
Adjustments to reconcile net income to net cash provided by operating activities:
Losses allocated to participating policyholders		(1,024)		(1,267)		(1,041)
Amortization of premiums (accretion of discounts) on investments, net		2,209		(12,213)		(42,022)
Net realized (gains) losses on investments		(75,472)		(73,331)		(64,323)
Net proceeds (purchases) of trading securities		107,770		(277,510)		11,478
Interest credited to contractholders		606,790		577,548		571,860
Depreciation and amortization		74,987		139,735		76,461
Deferral of acquisition costs		(93,621)		(64,709)		(110,843)
Deferred income taxes		53,481		21,682		75,044
Contingent consideration		(209)		(17,600)		—
Amortization of low-income housing partnerships		372		4,563		21,713
Other, net		(1,366)		(3,072)		(4,984)
Changes in assets and liabilities:
Policy benefit liabilities		(231,952)		(273,507)		(151,096)
Reinsurance recoverable		10,340		8,738		(18,054)
Investment income due and accrued		(4,392)		(4,385)		(8,951)
Other, net		(23,705)		8,949		(12,273)
Net cash provided by operating activities		655,300		224,076		660,338
Cash flows from investing activities:
Proceeds from sales, maturities, and redemptions of investments:
Fixed maturities, available-for-sale		6,229,209		5,470,124		4,124,159
Mortgage loans on real estate		389,663		594,497		384,306
Limited partnership interests, other corporation interests, and other investments		10,742		6,833		7,555
Purchases of investments:
Fixed maturities, available-for-sale		(7,840,166)		(6,468,699)		(5,174,996)
Mortgage loans on real estate		(694,127)		(448,924)		(609,008)
Limited partnership interests, other corporation interests, and other investments		(5,766)		(1,527)		(2,983)
Net change in short-term investments		(39,677)		(2,238)		22,096
Policy loans, net		5,527		98,143		(11,169)
Acquisition payment		—		—		(28,356)
Purchases of furniture, equipment, and software		(44,644)		(78,778)		(35,537)
Net cash used in investing activities		(1,989,239)		(830,569)		(1,323,933)

See notes to consolidated financial statements. (Continued)

8

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Consolidated Statements of Cash Flows

Years Ended December 31, 2016, 2015, and 2014

(In Thousands, Except Share Amounts)

	Year ended December 31,
	2016		2015		2014
Cash flows from financing activities:
Contract deposits	$	3,546,320	$	2,527,039	$	2,709,043
Contract withdrawals		(2,098,286)		(1,782,571)		(1,757,936)
Change in due to/from parent and affiliates		(21,719)		(22,359)		49,337
Dividends paid		(125,691)		(139,533)		(316,401)
Proceeds from issuance of common stock		19,750		60,803		—
Proceeds from financing element derivatives		—		—		5,516
Payments for and interest paid on financing element derivatives, net		(6,744)		(9,383)		(8,392)
Payment of contingent consideration		(14,400)		—		—
Net commercial paper borrowings		5,678		(5,218)		(401)
Change in book overdrafts		12,713		(1,651)		(12,052)
Income tax benefit of stock option exercises		277		953		165
Net cash provided by financing activities		1,317,898		628,080		668,879
Net (decrease) increase in cash		(16,041)		21,587		5,284
Cash, beginning of year		34,362		12,775		7,491
Cash, end of year	$	18,321	$	34,362	$	12,775
Supplemental disclosures of cash flow information:
Net cash (paid) received during the year for:
Income taxes	$	(1,543)	$	(4,093)	$	46,453
Interest		(31,254)		(37,288)		(37,284)
Non-cash investing and financing transactions during the years:
Share-based compensation expense	$	(2,190)	$	(1,655)	$	(3,384)
Contingent consideration		—		—		(32,209)

See notes to consolidated financial statements. (Concluded)

9

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

1.  Organization and Significant Accounting Policies

Organization

Great-West Life & Annuity Insurance Company (“GWLA”) and its subsidiaries (collectively, the “Company”) is a direct wholly-owned subsidiary of GWL&A Financial Inc. (“GWL&A Financial”), a holding company formed in 1998. GWL&A Financial is a direct wholly-owned subsidiary of Great-West Lifeco U.S. LLC (“Lifeco U.S.”) and an indirect wholly-owned subsidiary of Great-West Lifeco Inc. (“Lifeco”), a Canadian holding company. The Company offers a wide range of life insurance, retirement, and investment products to individuals, businesses, and other private and public organizations throughout the United States. The Company is an insurance company domiciled in the State of Colorado and is subject to regulation by the Colorado Division of Insurance.

Basis of Presentation

The consolidated financial statements include the accounts of the Company and the accounts of its subsidiaries over which it exercises control and are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates are required to account for items and matters such as, but not limited to, the valuation of investments and derivatives in the absence of quoted market values, impairment of investments, accounting for derivative financial instruments, valuation of DAC and VOBA, valuation of policy benefit liabilities, valuation of employee benefits plan obligation, the valuation of deferred tax assets or liabilities, net, and valuation of contingent consideration. Actual results could differ from those estimates.

Summary of Significant Accounting Policies

Investments

Investments are reported as follows:

1. The Company classifies the majority of its fixed maturity investments as available-for-sale which are recorded at fair value with the related net unrealized gain or loss, net of policyholder related amounts, and deferred taxes, recorded in accumulated other comprehensive income (loss) (“AOCI”). Included in fixed maturities are perpetual debt investments which primarily consist of junior subordinated debt instruments that have no stated maturity date but pay fixed or floating interest in perpetuity. Also included in AOCI is net unrealized gain or loss resulting from foreign currency translations of fixed maturity investments denominated in foreign currencies.

Premiums and discounts are recognized as a component of net investment income using the effective interest method. Realized gains and losses are included in net realized investment gains (losses), declines in value determined to be other-than-temporary are included in total other-than-temporary losses, and realized gains and losses from foreign currency translations are recorded in net investment income.

The Company also classifies certain fixed maturity investments as held-for-trading. Assets in the held-for-trading category are carried at fair value with changes in fair value reported in net investment income.

The recognition of income on certain investments (e.g. loan-backed securities, including mortgage-backed and asset-backed securities) is dependent upon market conditions, which may result in prepayments and changes in amounts to be earned. Prepayments on all mortgage-backed and asset-backed securities are monitored monthly, and amortization of the premium and/or the accretion of the discount associated with the purchase of such securities are adjusted by such prepayments.

10

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

The Company recognizes the acquisition of its public fixed maturity investments on a trade date basis and its private placement investments on a funding date basis.

2. Mortgage loans on real estate consist primarily of domestic commercial collateralized loans and are carried at their unpaid principal balances adjusted for any unamortized premiums or discounts, origination fees, provision allowances, and foreign currency translations. Interest income is accrued on the unpaid principal balance for all loans, except for loans on non-accrual status. Premiums, discounts, and origination fees are amortized to net investment income using the effective interest method. Prepayment penalty fees are recognized in other realized investment gains upon receipt.

The Company actively manages its mortgage loan portfolio by completing ongoing comprehensive analysis of factors such as debt service coverage ratios, loan-to-value ratios, payment status, default or legal status, annual collateral property evaluations, and general market conditions. On a quarterly basis, the Company reviews the above primary credit quality indicators in its internal risk assessment of loan impairment and credit loss. Management’s risk assessment process is subjective and includes the categorization of all loans, based on the above mentioned credit quality indicators, into one of the following categories:

• Performing - generally indicates the loan has standard market risk and is within its original underwriting guidelines.

• Non-performing - generally indicates there is a potential for loss due to the deterioration of financial/monetary default indicators or potential foreclosure. Due to the potential for loss, these loans are evaluated for impairment.

The adequacy of the Company’s mortgage provision allowance is reviewed quarterly. The determination of the calculation and the adequacy of the mortgage provision allowance and mortgage impairments involve judgments that incorporate qualitative and quantitative Company and industry mortgage performance data. Management’s periodic evaluation and assessment of the adequacy of the mortgage provision allowance and the need for mortgage impairments is based on known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the fair value of the underlying collateral, composition of the loan portfolio, current economic conditions, loss experience, and other relevant factors. Loans included in the non-performing category and other loans with certain substandard credit quality indicators are individually reviewed to determine if a specific impairment is required. Risk is mitigated primarily through first position collateralization, guarantees, loan covenants, and borrower reporting requirements. Since the Company does not originate or hold uncollateralized mortgages, loans are generally not deemed fully uncollectable. Generally, unrecoverable amounts are written off during the final stage of the foreclosure process.

Loan balances are considered past due when payment has not been received based on contractually agreed upon terms. The accrual of interest is discontinued when concerns exist regarding the realization of loan principal or interest. The Company resumes interest accrual on loans when a loan returns to current status or under new terms when loans are restructured or modified.

On a quarterly basis, any loans with terms that were modified during that period are reviewed to determine if the loan modifications constitute a troubled debt restructuring (“TDR”). In evaluating whether a loan modification constitutes a TDR, it must be determined that the modification is a significant concession and the debtor is experiencing financial difficulties.

3. Limited partnership and other corporation interests are accounted for using either the cost or equity method of accounting. The Company uses the cost method on investments where it has a minor equity interest and no significant influence over the entity’s operations. The Company uses the equity method when it has a partnership interest that is considered more than minor, although the Company has no significant influence over the entity’s operations. Also included in limited partnership interests are limited partnerships established for the purpose of investing in low-income housing that qualify for federal and state tax credits. These interests are carried at amortized cost as determined using the effective yield method.

In the normal course of its activities, the Company is involved with other entities that are considered variable interest entities (“VIE”). The Company would be determined to be a primary beneficiary, and thus consolidate the VIE when the Company has both (a) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company would also consolidate a VIE when it has, directly or indirectly, more than 50% of the outstanding voting shares (or more than 50% of the kick-out rights through voting interests for investments in limited partnerships). When the Company becomes involved with an entity and when the nature of the Company’s involvement with the entity changes, in order to determine if the Company must consolidate the entity, it evaluates:

• The structure and purpose of the entity;

11

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

• The risks and rewards created by and shared through the entity;

• The entity’s participants’ ability to direct the activities, receive its benefits, and absorb its losses; and

• If the Company has more than 50% of the outstanding voting rights or can unilaterally exercise substantive kick-out rights.

The Company performs ongoing qualitative analyses of its involvement with VIEs to determine if consolidation is required.

4. Policy loans are carried at their unpaid balances. Interest income on policy loans is recognized in net investment income at the contract interest rate when earned. Policy loans are fully collateralized by the cash surrender value of the associated insurance policy.

5. Short-term investments include securities purchased with investment intent and with initial maturities of one year or less, and are generally carried at fair value which is approximated from amortized cost. They also include highly liquid money market securities that are traded in an active market and are carried at fair value.

6. The Company participates in a securities lending program in which the Company lends fixed maturity securities that are held as part of its general account investment portfolio to third parties. The Company does not enter into these types of transactions for liquidity purposes, but rather for yield enhancement on its investment portfolio. The borrower can return and the Company can request the loaned securities be returned at any time. The Company maintains ownership of the securities at all times and is entitled to receive from the borrower any payments for interest received on such securities during the loan term. Securities lending transactions are accounted for as secured borrowings. The securities on loan are included within fixed maturities and short-term investments in the accompanying consolidated balance sheets. The securities lending agent indemnifies the Company against borrower risk, meaning that the lending agent agrees contractually to replace securities not returned due to a borrower default. The Company generally requires initial collateral in an amount greater than or equal to 102% of the fair value of domestic securities loaned and 105% of foreign securities loaned. Such collateral is used to replace the securities loaned in event of default by the borrower. Acceptable collateral is generally defined as government securities, letters of credit and/or cash collateral. Some cash collateral may be reinvested in short-term repurchase agreements which are also collateralized by U.S. Government or U.S. Government Agency securities. Reinvested cash collateral is recognized within collateral under securities lending agreements in the accompanying consolidated balance sheets. Non-cash collateral is not recognized as the Company does not have effective control.

7. The Company’s other-than-temporary impairments (“OTTI”) accounting policy requires that a decline in the value of a security below its cost or amortized cost basis be assessed to determine if the decline is other-than-temporary. The assessment of whether an OTTI has occurred on fixed maturity investments, where management does not intend to sell the fixed maturity investment and it is not more likely than not the Company will be required to sell the fixed maturity investment before recovery of its amortized cost basis, is based upon management’s case-by-case evaluation of the underlying reasons for the decline in fair value of each individual security. Management considers a wide range of factors, as described below, regarding the security issuer and uses its best judgment in evaluating the cause of the decline in its estimated fair value and in assessing the prospects for near-term recovery.

Considerations used by the Company in the impairment evaluation process include, but are not limited to, the following:

• The extent to which estimated fair value is below cost;

• Whether the decline in fair value is attributable to specific adverse conditions affecting a particular instrument, its issuer, an industry, or geographic area;

• The length of time for which the estimated fair value has been below cost;

• Downgrade of a fixed maturity investment by a credit rating agency;

• Deterioration of the financial condition of the issuer;

• The payment structure of the fixed maturity investment and the likelihood of the issuer being able to make payments in the future; and

• Whether dividends have been reduced or eliminated or scheduled interest payments have not been made.

12

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

If either (a) management has the intent to sell a fixed maturity investment or (b) it is more likely than not the Company will be required to sell a fixed maturity 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 fixed maturity 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 fixed maturity investment prior to impairment) is less than the amortized cost basis of the fixed maturity investment (referred to as the credit loss portion), an OTTI is considered to have occurred. In this instance, total OTTI is bifurcated into two components: the amount related to the credit loss, which is recognized in current period earnings; and the amount attributed to other factors (referred to as the non-credit portion), which is recognized as a separate component in AOCI. The expected cash flows utilized during the impairment evaluation process are determined using judgment and the best information available to the Company including default rates, credit ratings, collateral characteristics, and current levels of subordination. After the recognition of an OTTI, a fixed maturity investment is accounted for as if it had been purchased on the measurement date of the OTTI, with an amortized cost basis equal to the previous amortized cost basis less the OTTI recognized in earnings. The difference between the new amortized cost basis and the future cash flows is accreted into net investment income. The Company continues to estimate the present value of cash flows expected to be collected over the life of the security.

Derivative financial instruments

The Company enters into derivative transactions which include the use of interest rate swaps, interest rate swaptions, cross-currency swaps, foreign currency forwards, U.S. government treasury futures, Eurodollar futures, futures on equity indices, interest rate swap futures, and other forward contracts. The Company uses these derivative instruments to manage various risks, including interest rate and foreign currency exchange rate risk associated with its invested assets and liabilities. Derivative instruments are not used for speculative reasons. Certain of the Company’s over-the-counter (“OTC”) derivatives are cleared and settled through a central clearing counterparty while others are bilateral contracts between the Company and a counterparty.

All derivatives, regardless of hedge accounting treatment, are recorded in other assets and other liabilities at fair value. Although some derivatives are executed under a master netting arrangement, the Company does not offset in the consolidated balance sheets the fair 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. 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. Accounting for the ongoing changes in the fair value of a derivative depends on the intended use of the derivative. 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 AOCI and are recognized in the consolidated 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. If the derivative is designated as a fair value hedge, the changes in its fair value and of the fair value of the hedged item attributable to the hedged risk are recognized in earnings in net investment income. Changes in the fair value, including changes resulting from foreign currency translations, of derivatives not qualifying for hedge accounting or where hedge accounting is not elected and the over effective portion of cash flow hedges are recognized in net investment income in the period of the change. Realized foreign currency transactional gains and losses, regardless of hedge accounting treatment, are recorded in net investment income. Termination of derivative contracts prior to expiration generally result in investment gains and losses. Fluctuations in interest rates, foreign currencies, or equity markets may cause the Company to experience volatility in net income.

The Company uses forward settling TBA securities to gain exposure to the investment risk and return of agency mortgage-backed securities (pass-throughs). These transactions are utilized to enhance the return of the Company’s investment portfolio and are accounted for as derivative instruments not qualifying for hedge accounting. The Company purchases agency mortgage-backed TBAs yet does not always take physical delivery of a security but rather may roll the security into the next month. The Company generally takes physical delivery of a security before year end. Changes in fair value on open TBA transactions are recorded in net investment income while realized investment gains or losses are recorded once the Company cash settles or accepts physical delivery of a security.

As part of its hedging strategy, the Company may enter into certain derivative transactions where a cash investment is made by one party. Certain derivative instruments that contain a financing element at inception and where the Company is deemed to be the borrower are included in financing activities in the consolidated statements of cash flows. The cash flows from all other derivative transactions are included in operating activities.

13

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

The Company uses derivative financial instruments for risk management purposes associated with certain invested assets and policy liabilities. Derivatives are used to (a) hedge the economic effects of interest rate and stock market movements on the Company’s guaranteed lifetime withdrawal benefit (“GLWB”) liability, (b) hedge the economic effect of a large increase in interest rates on the Company’s general account life insurance, group pension liabilities, and certain separate account life insurance liabilities, (c) hedge the economic risks of other transactions such as future asset acquisitions or dispositions, the timing of liability pricing, currency risks on non-U.S. dollar denominated assets, and (d) convert floating rate assets or debt obligations to fixed rate assets or debt obligations for asset/liability management purposes.

The Company controls the credit risk of its derivative contracts through credit approvals, limits, monitoring procedures, and in many cases, requiring collateral. The Company’s exposure is limited to the portion of the fair value of derivative instruments that exceeds the value of the collateral held and not to the notional or contractual amounts of the derivatives.

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. Cash collateral pledged by the Company is included in other assets.

Fair Value

Certain assets and liabilities are recorded at fair value on the Company’s consolidated balance sheets. 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 on a recurring basis 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 recorded at fair value on a recurring basis have been categorized based upon the following fair value hierarchy:

• Level 1 inputs utilize observable, quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Financial assets and liabilities utilizing Level 1 inputs include certain money market 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 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 fixed maturity securities 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:

• Asset-backed, residential mortgage-backed, commercial mortgage-backed securities, and collateralized debt obligations - new issue data, monthly payment information, collateral performance, and third party real estate analysis.

• U.S. states and their subdivisions - material event notices.

• Short-term investments - valued based on amortized cost due to their short term nature and high credit quality of the issuers.

• Derivative instruments - trading activity, swap curves, credit spreads, currency volatility, net present value of cash flows, and news sources.

• 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.

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GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

• 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. Inputs utilized for securities classified as Level 3 are as follows:

• Corporate debt securities - unadjusted single broker quotes which may be in an illiquid market or otherwise deemed unobservable.

• Asset-backed securities - internal models utilizing asset-backed securities index spreads.

• GLWB - internal models utilizing long-term equity and interest rate implied volatility, mortality, and policyholder behavior assumptions, such as benefit utilization and partial withdrawals.

The fair value of certain investments in the separate accounts, limited partnerships, and common collective trusts are estimated using net asset value per unit as a practical expedient and are excluded from the fair value hierarchy tables in Notes 8 and 17. 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. All transfers between levels are recognized at the beginning of the reporting period in which the transfer occurred.

The policies and procedures utilized to review, account for, and report on the value and level of the Company’s securities were determined and implemented by the Finance division. The Investments division is responsible for the processes related to security purchases and sales and provides valuation and leveling input to the Finance division when necessary. Both divisions within the Company have worked in conjunction to establish thorough pricing, review, approval, accounting, and reporting policies and procedures around the securities valuation process.

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.

Cash

Cash includes only amounts in demand deposit accounts.

Book overdrafts occur when checks have been issued by the Company, but have not been presented to the Company’s disbursement bank accounts for payment. These bank accounts allow the Company to delay funding of the issued checks until they are presented for payment. This delay in funding results in a temporary source of financing. The activity related to book overdrafts is included in the financing activities in the consolidated statement of cash flows. The book overdrafts, in the amounts of $12,850 and $137, are included in other liabilities at December 31, 2016, and 2015, respectively.

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GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

Internal use software

Purchased software costs, as well as certain internal and external costs incurred to develop internal use computer software during the application development stage, are capitalized and amortized using the straight-line method over the software’s estimated useful life up to five years. Capitalized internal use software development costs, net of accumulated amortization, in the amounts of $98,074 and $93,646, are included in other assets at December 31, 2016, and 2015, respectively. The Company capitalized $30,420, $47,895, and $31,473 of internal use software development costs during the years ended December 31, 2016, 2015, and 2014, respectively.

DAC and VOBA

The Company incurs costs in connection with the acquisition of new and renewal insurance business. Costs that vary directly with and relate to the successful production of new business are deferred as DAC. These costs consist primarily of commissions, costs associated with the Company’s sales representatives, and policy issuance and underwriting expenses related to the production of successfully acquired new business. A success factor is derived from actual contracts issued by the Company from requests for proposals or applications received and applied to the deferrable costs. The recoverability of such costs is dependent upon the future profitability of the related business. Recoverability testing is performed for current issue year products to determine if gross revenues are sufficient to cover DAC and expenses. At least annually, loss recognition testing is performed on aggregated blocks of business to adjust the DAC balance.

VOBA represents the estimated fair value of insurance or annuity contracts acquired either directly through the acquisition of another insurance company or through the acquisition of insurance or annuity contracts through assumption reinsurance transactions.

DAC and VOBA associated with the annuity products and flexible premium universal life insurance products are being amortized over the life of the contracts in proportion to the emergence of gross profits. Retrospective adjustments of these amounts are made when the Company revises its estimates of current or future gross profits on an annual basis. DAC and VOBA associated with traditional life insurance are amortized over the premium-paying period of the related policies in proportion to premium revenues recognized. DAC and VOBA, for applicable products, are adjusted for the impact of unrealized gains or losses on investments as if these gains or losses had been realized, with corresponding credits or charges included in AOCI.

Goodwill and other intangible assets

Goodwill is the excess of cost over the fair value of assets acquired and liabilities assumed in connection with an acquisition. It is considered an indefinite lived asset and therefore is not amortized. The Company tests goodwill for impairment annually or more frequently if events or circumstances indicate that there may be justification for conducting an interim test. If the carrying value of goodwill exceeds its fair value, the excess is recognized as an impairment and recorded as a charge against net income in the period in which the impairment is identified.

Other intangible assets represent the estimated fair value of the portion of the purchase price that was allocated to the value of customer relationships and non-competition intangible asset in various acquisitions. These intangible assets have been assigned values using various methodologies, including present value of projected future cash flows, analysis of similar transactions that have occurred or could be expected to occur in the market and replacement or reproduction cost. The initial valuations of these intangible assets were supported by an independent valuation study commissioned by the Company. Other identified intangible assets with finite lives are amortized over their estimated useful lives, which initially ranged from two to 18 years (weighted average 15 years), primarily based on the cash flows generated by these assets.

Separate accounts

Separate account assets and related liabilities are carried at fair value in the accompanying consolidated balance sheets. The Company issues variable annuity contracts and variable universal life contracts through separate accounts for which investment income and investment gains and losses accrue directly to, and investment risk is borne by, the contract holder and therefore, are not included in the Company’s consolidated statements of income.

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GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

Revenues to the Company from the separate accounts consist of contract maintenance fees, investment management fees, administrative fees, and mortality and expense risk charges.

The Company’s separate accounts invest in shares of Great-West Funds, Inc. (“Great-West Funds”) and Putnam-sponsored mutual funds (“Putnam Funds”), open-end management investment companies, which are affiliates of the Company, and shares of other non-affiliated mutual funds and government and corporate bonds.

Future policy benefits liabilities

Life insurance and annuity future benefits liabilities with life contingencies in the amounts of $16,530,160 and $15,955,510 at December 31, 2016, and 2015, respectively, are computed on the basis of assumed investment yield, mortality, morbidity, and expenses, including a margin for adverse deviation. These future policy benefits are calculated as the present value of future benefits (including dividends) and expenses less the present value of future net premiums. The assumptions used in calculating the future policy benefits generally vary by plan, year of issue, and policy duration. Additionally, these future policy benefits are established for claims that have been incurred but not reported based on factors derived from past experience.

Annuity contract benefits liabilities without life contingencies in the amounts of $12,291,378 and $11,104,721 at December 31, 2016, and 2015, respectively, are established at the contract holder’s account value, which is equal to cumulative deposits and credited interest, less withdrawals and mortality, and expense and/or administrative service charges. The Company’s general account also has some immediate annuities. Future benefits for immediate annuities without life contingent payouts are computed on the basis of assumed investment yield and expenses.

Minimum guarantees

The Company calculates additional liabilities for certain variable annuity guaranteed death benefits. The additional reserve for such products recognizes the portion of contract assessments received to compensate the Company for death benefits. Reserves for annuity guaranteed minimum death benefits (“GMDB”) are determined by estimating the present value of expected benefits in excess of the projected account balance. Expected experience is based on a range of inputs and scenarios. The assumptions of investment performance and volatility are consistent with the historical experience of the appropriate underlying equity index, such as the Standard & Poor’s (“S&P”) 500 Index.

The Company also offers GLWB through a variable annuity or a contingent deferred annuity. The GLWB is deemed to be an embedded derivative. The GLWB is recorded at fair value within future policy benefits on the consolidated balance sheets. Changes in fair value of GLWB are recorded in net investment income in the consolidated statements of income.

Reinsurance

In the normal course of its business, the Company seeks to limit its exposure to loss on any single insured and to recover a portion of benefits paid by ceding risks to other insurance enterprises under excess coverage, quota share, yearly renewable term, coinsurance, and modified coinsurance contracts. The Company also assumes risk by participating in yearly renewable term and coinsurance agreements.

For each of its reinsurance agreements, the Company determines if the agreement provides indemnification against loss or liability relating to insurance risk in accordance with applicable accounting standards. If the Company determines that a reinsurance agreement does not provide indemnification against loss or liability relating to insurance risk, the Company records the agreement using the deposit method of accounting. The Company reviews all contractual features, particularly those that may limit the amount of insurance risk to which the reinsurer is subject or features that delay the timely reimbursement of claims.

Policy benefits, and policy and contract claims ceded to (assumed from) other insurance companies, are carried as a reinsurance recoverable (payable) in the accompanying consolidated balance sheets. Premiums, fee income, and policyholder benefits are reported net of reinsurance ceded (assumed) in the accompanying consolidated statements of income. The cost of reinsurance related to long duration contracts is accounted for over the life of the underlying reinsured policies using assumptions consistent with those used to account for the underlying policies.

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GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

The Company strives to cede risks to highly rated, well-capitalized reinsurers. The Company monitors and evaluates the financial condition of reinsurers to minimize exposure to credit risk.

Policy and contract claims

Policy and contract claims include provisions for claims incurred but not reported and claims in the process of settlement. The provision for claims incurred but not reported is valued based primarily on the Company’s prior experience. Claims in the process of settlement are valued in accordance with the terms of the related policies and contracts.

Participating business

The Company has participating policies in which the policyholder shares in the Company’s earnings through policyholder dividends that reflect the difference between the assumptions used in the premium charged and the actual experience on those policies. The amount of dividends to be paid is determined by the Board of Directors.

Participating life and annuity policy benefit liabilities were $6,844,640 and $6,890,616 at December 31, 2016, and 2015, respectively. Participating business composed approximately 10% and 10% of the Company’s individual life insurance in-force at December 31, 2016, and 2015, respectively, and 18%, 20%, and 21% of individual life insurance premium income for the years ended December 31, 2016, 2015, and 2014, respectively. The policyholder’s share of net income on participating policies that cannot be distributed to the Company’s stockholder is excluded from stockholder’s equity and recorded as undistributed earnings on participating business in the consolidated balance sheet.

Revenue recognition

Life insurance premiums are recognized when due. Annuity contract premiums with life contingencies are recognized as received. Revenues for annuity and other contracts without significant life contingencies consist of contract charges for the cost of insurance, and contract administration and surrender fees that have been assessed against the contract account balance during the period and are recognized when earned in fee income. Fees from assets under management, assets under administration, shareholder servicing, mortality and expense risk charges, administration and recordkeeping services, and investment advisory services are recognized when earned in fee income.

Net investment income

Interest income from fixed maturities, mortgage loans on real estate, and policy loans is recognized when earned.

Realized investment gains (losses)

Realized investment gains and losses are reported as a component of revenues and are determined on a specific identification basis. Realized investment gains and losses also result from the termination of derivative contracts prior to expiration that are not designated as hedges for accounting purposes and certain fair-value hedge relationships.

Benefits and expenses

Benefits and expenses on policies with life contingencies are associated with earned premiums so as to result in recognition of profits over the life of the contracts.

Income taxes

Income taxes are recorded using the asset and liability method in which deferred tax assets and liabilities are recorded for expected future tax consequences of events that have been recognized in either the Company’s consolidated financial statements or consolidated tax returns. In estimating future tax consequences, all expected future events, other than enactments or changes in the tax laws or rules, are considered. A valuation allowance is provided to the extent that it is more likely than not that deferred tax assets will not be realized. Although realization is not assured, management believes it is more likely than not that the deferred tax asset will be realized. The effect on deferred taxes from a change in tax rates is recognized in income in the period that includes the enactment date.

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GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

2.  Acquisition

Putnam Retirement Business

Description of transaction

On January 1, 2015, the Company acquired the retirement business of Putnam Investments, LLC (“Putnam”), an affiliate of the Company. The transaction was accounted for as a combination between entities under common control. As such, the assets and liabilities acquired from Putnam were recorded at historical cost as of January 1, 2015. In exchange for cash paid in the amount of $4,114, the Company acquired $11,501 of other assets, assumed $7,717 of other liabilities, and recognized a dividend of $330. The 2016 and 2015 amounts presented are aligned with the new business structure which includes the Putnam retirement business. The 2014 consolidated statement of income amounts reflect the previous structure which excludes the Putnam retirement business as the amounts were considered immaterial.

J.P. Morgan Retirement Plan Services

Description of transaction

On August 29, 2014, the Company completed the acquisition of all of the voting equity interests in the J.P. Morgan Retirement Plan Services (“RPS”) large-market recordkeeping business for a total purchase price of $59,776. The Company incurred $2,859 of acquisition costs for the year ended December 31, 2014, which are included in general insurance expenses. This acquisition transformed the Company, together with Putnam, into the second largest provider based on number of participants in the U.S. defined contribution market.

Contingent consideration

The Company was obligated to make an additional earnout payment up to $50,000 based on the retention of aggregated revenue, as defined in the Purchase and Sale Agreement, 24 months after the close date. As such, an earnout payment of $14,400 was paid in 2016.

The Company recorded adjustments to general insurance expense to recognize the liability at its fair value of $209, $17,600, and zero for the years ended December 31, 2016, 2015, and 2014, respectively. The contingent consideration liability was zero and $14,609 for the years-ended December 31, 2016, and 2015, respectively.

Revenues and earnings of the acquiree

RPS contributed revenue and net income (loss), included in the consolidated statements of income, as follows:

	Year Ended December 31,
	2015		2014
Revenue	$	182,759	$	54,267
Net loss		(944)		(3,416)

Pro-forma information

Supplementary pro-forma revenues and net earnings for the combined entity, as though the acquisition date for this business combination had been as of January  1, 2014 have not been included as it is impracticable since historical records are not available.

3.  Application of Recent Accounting Pronouncements

Recently adopted accounting pronouncements

In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis. The update primarily amends the criteria used to evaluate whether certain VIEs should be consolidated. The update also modifies the criteria used to determine

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GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

whether partnerships and similar entities are VIEs. The update is effective for interim and annual periods beginning after December 15, 2015, with early adoption permitted, including in the interim periods. The adoption of this ASU did not have a material effect on the Company’s consolidated financial position or results of operations; however, the Company has additional investments that meet the definition of VIE under this update. As such, the guidance was retrospectively applied and the December 31, 2015 carrying value and maximum exposure to loss in relation to the activities of the VIEs disclosed in Note 5 includes an additional $35,776 to conform to the current period presentation.

In April 2015, the FASB issued ASU 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. The update requires the Company to determine if a cloud computing arrangement contains a software license and if so, apply the accounting requirements for other intangible assets. The update also supersedes the requirement to apply lease accounting requirements by analogy for lease classification. If the arrangement is not a software license, then the Company applies accounting requirements for a service requirement. The update is effective for interim and annual periods beginning after December 15, 2015, with early adoption permitted. The adoption of this ASU did not have a material effect on the Company’s consolidated financial position or results of operations.

In May 2015, the FASB issued ASU 2015-07, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) (“ASU 2015-07”). The update required assets being valued using net asset value (“NAV”) as a practical expedient to be excluded from the fair value hierarchy table. The update is effective for interim and annual periods beginning after December 15, 2015. The adoption of this ASU did not have an impact on the Company’s consolidated financial position or results of operations; however, the Company has investments in separate accounts, limited partnerships and common collective trust funds for which fair value is estimated using NAV as a practical expedient. As such, the Company has retroactively applied this guidance as required by the ASU and made the following updates to conform to the current year presentation:

• Note 8 - removed $533,961 from the December 31, 2015, Level 2 investments in separate accounts in the fair value hierarchy table.

• Note 17 - removed $286,000 from the Level 2 investments in common collective trust funds and $7,654 from Level 3 investments in limited partnership investments in the December 31, 2015 fair value hierarchy table and removed the $7,654 from the December 31, 2015, Level 3 fair value rollforward.

In May 2015, the FASB issued ASU 2015-09, Financial Services-Insurance: Disclosures about Short-Duration Contracts. The update requires that all years in the claims development table that precede the current reporting period and the related disclosure about the history of claims duration should be presented as required supplementary information. The update also includes a disclosure objective of providing information about claim frequency along with a description of methodologies for determining claim frequency information, unless it is impracticable to do so. The update is effective for annual reporting periods beginning after December 15, 2015, and for interim reporting periods within annual reporting periods beginning after December 15, 2016, with early adoption permitted. The adoption of this ASU did not have a material effect on the Company’s consolidated financial position or results of operations.

Future adoption of new accounting pronouncements

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The update outlines a comprehensive accounting model for revenue arising from customer contracts and supersedes most current revenue recognition guidance, including industry-specific guidance. While the update does not apply to insurance contracts within the scope of Topic 944, it does apply to fee income earned by the Company which includes fees from assets under management, assets under administration, shareholder servicing, administration and recordkeeping services, and investment advisory services. The core principle of the model requires that an entity recognizes revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. The update also requires increased disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts. The FASB has also issued several updates to ASU 2014-09 including ASU 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations (improving the operability and understandability of the implementation guidance on principal versus agent considerations), ASU 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing (reducing the cost and complexity of applying the guidance on identifying promised goods or services and to improve the operability and understandability of the licensing implementation guidance), ASU 2016-12, Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients (amending the guidance on collectability, non cash consideration, presentation of sales tax, and transition) and ASU 2016-20, Technical Corrections and Improvements to Topic 606,

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GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

Revenue from Contracts with Customers (amending the guidance on contract costs, certain disclosure requirements, etc.). In adopting ASU 2014-09, the Company may use either a full retrospective or a modified retrospective approach. The update is effective for public business entities for interim and annual periods beginning after December 15, 2017. Early adoption is permitted as of accounting periods beginning after December 15, 2016. The Company’s evaluation of ASU 2014-09 is ongoing and not complete. The FASB has issued and may issue in the future, interpretative guidance, which may cause the evaluation to change. While the Company anticipates some changes to revenue recognition, it does not currently believe ASU 2014-09 will have a material effect on its consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in this update address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments by requiring equity investments (except those accounted for under the equity method of accounting) to be measured at fair value with changes in fair value recognized in net income, simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, use of exit price notion when measuring the fair value of financial instruments for disclosure purposes, separate presentation of financial assets and liabilities by measurement category and form of financial assets (i.e. securities or loans and receivables) on the balance sheet or notes to the financial statements, eliminating the requirement to disclose the method and significant assumptions used to estimate fair value of a financial instrument measured at amortized cost on the balance sheet, requiring entities to present separately in other comprehensive income the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (i.e. “own credit”) when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments, and clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. The update is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The ASU also permits early adoption of the own credit provision. The Company is currently evaluating the impact of this update on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases. This update requires organizations to recognize lease assets and lease liabilities on the balance sheet and also disclose key information about leasing arrangements. This ASU is effective for annual reporting periods beginning on or after December 15, 2018, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual period. The Company is currently evaluating the impact of this update on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-05, Derivative Contract Novations. This update clarifies that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument in an existing hedging relationship would not, in and of itself, be considered a termination of the derivative instrument or a change in critical term of the hedging relationship. The update is effective for fiscal years and interim periods within those beginning after December 15, 2016. The Company does not believe this ASU will have a material impact on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-07, Investments - Equity Method and Joint Ventures. This update simplifies the equity method of accounting by eliminating the requirement to retrospectively apply the equity method to an investment that subsequently qualifies for such accounting as a result of an increase in the level of ownership interest or degree of influence. The update is effective for fiscal years and interim periods within those beginning after December 15, 2016. The Company does not believe this ASU will have a material impact on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Account. This update simplifies several aspects of the accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, statutory tax withholding requirements, and cash flow statements. The update is effective for fiscal years and interim periods within those beginning after December 15, 2016. The Company does not believe this ASU will have a material impact on its consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments: Credit Losses: Measurement of Credit Losses on Financial Instruments. This update amends guidance on the impairment of financial instruments by adding an impairment model that is based on expected losses rather than incurred losses and is intended to result in more timely recognition of losses. The standard also simplifies the accounting by decreasing the number of credit impairment models that an entity can use to account for debt instruments. The update is effective for fiscal years and interim periods within those beginning after December 15, 2019 and early adoption is permitted for fiscal years beginning after December 15, 2018. The Company is currently evaluating the impact of this update on its consolidated financial statements.

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GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force). This update amends the guidance on the classification of certain cash receipts and payments on the statement of cash flows including debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate and bank-owned life insurance policies, distributions from equity method investees, beneficial interests in securitized transactions, and separately identifiable cash flows and application of the predominance principle. The update is effective for fiscal years and interim periods within those beginning after December 15, 2017 and early adoption is permitted. The Company is currently evaluating the impact of this update on its consolidated financial statements.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows: Restricted Cash (a consensus of the Emerging Issues Task Force). This update requires organizations to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result organizations will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. The update is effective for fiscal years and interim periods within those beginning after December 15, 2017 and early adoption is permitted. The Company is currently evaluating the impact of this update on its consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other. The update eliminates Step 2 from the goodwill impairment test and will require management to perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. Any amount by which the carrying amount exceeds the reporting unit’s fair value (not to exceed the goodwill allocated to that reporting unit) is recognized as an impairment charge. The update is effective for annual or any interim goodwill impairment tests after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect this update to have a material impact on its consolidated financial statements.

4.  Related Party Transactions

In the normal course of its business, the Company enters into reinsurance agreements with related parties. Included in the consolidated balance sheets are the following amounts related to reinsurance ceded to and assumed from related parties:

	December 31,
	2016		2015
Reinsurance recoverable	$	522,950	$	530,213
Future policy benefits		1,608,884		1,724,797

Included in the consolidated statements of income are the following related party amounts:

	Year Ended December 31,
	2016		2015		2014
Premium income, net of related party premiums ceded of $17,774, $15,731, and $13,901	$	66,928	$	68,722	$	71,453
Life and other policy benefits, net of reinsurance recoveries of $8,862, $6,494, and $4,594		189,125		193,215		209,102
Decrease in future policy benefits		(88,639)		(52,842)		(46,915)

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GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

In the normal course of business the Company enters into agreements with related parties whereby it provides and/or receives recordkeeping services, investment advisory services, and tax-related services, as well as corporate support services which include general and administrative services, information technology services, and marketing services. The following table presents revenue, expenses incurred and expense reimbursement from related parties for services provided and/or received pursuant to these service agreements. These amounts, in accordance with the terms of the contracts, are based upon market price, estimated costs incurred or resources expended as determined by number of policies, number of participants, certificates in-force, administered assets, or other similar drivers.

		Year Ended December 31,						Financial       statement line
Description	Related party	2016		2015		2014
Receives corporate support services	CLAC (1), Great-West Life (1), Great West Global (3), and Putnam (2)	$	18,763	$	12,609	$	4,053	General insurance expense
Provides recordkeeping services	CLAC (1) and Putnam (2)		245		377		13,956	Fee income
Provides shareholder services	Putnam (2)		15,852		5,531		—	Fee income
Receives reimbursement from tax sharing indemnification related to state and local tax liabilities	Putnam (2)		12,261		13,563		7,506	Other revenue
Provides advisory, trustee, recordkeeping and administrative services	Great-West Funds, Inc. and Collective Income Trusts (4)		140,455		138,936		126,726	Fee income

⁽¹⁾ An indirect wholly-owned subsidiary of Lifeco

⁽²⁾ A wholly-owned subsidiary of Lifeco U.S.

⁽³⁾ An indirect wholly-owned subsidiary of Lifeco U.S.

⁽⁴⁾ Great-West Capital Management, LLC, a subsidiary of the Company, serves as a Registered Investment Advisor to Great-West Funds, Inc., an affiliated open-end management investment company, and to Great-West Trust Company, LLC, an affiliated trust company. Great-West Trust Company, LLC, serves as trustee to several collective investment trusts. The Company provides Great-West Funds, Inc. recordkeeping and administrative services to shareholders and account owners.

The following table summarizes amounts due from parent and affiliates:

			December 31,
Related party	Indebtedness	Due date	2016		2015
GWL&A Financial	On account	On demand	$	45,190	$	38,864
Lifeco U.S.	On account	On demand		34,992		11,783
Other related party receivables	On account	On demand		1,813		11,949
Total			$	81,995	$	62,596

The following table summarizes amounts due to parent and affiliates:

			December 31,
Related party	Indebtedness	Due date	2016		2015
GWL&A Financial (1)	Surplus note	November 2034	$	194,502	$	194,474
GWL&A Financial (2)	Surplus note	May 2046		333,400		333,400
GWL&A Financial	Note interest	May 2017		3,190		4,701
Other related party payables	On account	On demand		6,898		7,735
Total			$	537,990	$	540,310

⁽¹⁾ A note payable to GWL&A Financial was issued as a surplus note on November 15, 2004, with a face amount of $195,000 and carrying amounts of $194,502 and $194,474 at December 31, 2016, and 2015, respectively. The surplus note bears interest at the rate of 6.675% per annum, payable in arrears each May and November. The note matures on November 15, 2034.

⁽²⁾ A note payable to GWL&A Financial was issued as a surplus note on May 19, 2006, with a face amount and carrying amount of $333,400. The surplus note bears an interest rate of 2.588% plus the then-current three-month London Interbank Offering Rate (“LIBOR”). The surplus note became redeemable by the Company at the principal amount plus any accrued and unpaid interest after May 16, 2016. The note matures on May 16, 2046.

23

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

Payments of principal and interest under the surplus notes shall be made only out of surplus funds of the Company and only with prior written approval of the Commissioner of Insurance of the State of Colorado when the Commissioner of Insurance is satisfied that the financial condition of the Company warrants such action pursuant to applicable Colorado law. Payments of principal and interest on the surplus notes are payable only if at the time of such payment and after giving effect to the making thereof, the Company’s surplus would not fall below 2.5 times the authorized control level as required by the most recent risk-based capital calculations.

Interest expense attributable to these related party debt obligations was $29,185 for the year ended December 31, 2016 and $37,059 for the years ended December 31, 2015 and 2014. Included in other liabilities on the consolidated balance sheets is $3,190 and $4,701 of interest payable attributable to these related party debt obligations for the years ended December 31, 2016, and 2015, respectively.

The Company’s wholly owned subsidiary Great-West Life & Annuity Insurance Company of South Carolina (“GWSC”) and CLAC are parties to a reinsurance agreement pursuant to which GWSC assumes term life insurance from CLAC. GWL&A Financial obtained two letters of credit for the benefit of the Company as collateral under the GWSC and CLAC reinsurance agreement for policy liabilities and capital support. The first letter of credit is for $1,165,030 and renews annually until it expires on July 3, 2027. The second letter of credit is for $70,000 and renews annually until it expires on December 31, 2017. At December 31, 2016, and 2015 there were no outstanding amounts related to the letters of credit.

Included within reinsurance recoverable in the consolidated balance sheets are $511,575 and $520,753 of funds withheld assets as of December 31, 2016, and 2015, respectively. CLAC pays the Company, on a quarterly basis, interest on the funds withheld balance at a rate of 4.55% per annum. The interest income, in the amount of $22,045, $22,165, and $21,295, is included in net investment income for the years ended December 31, 2016, 2015, and 2014, respectively.

The Company’s separate accounts invest in shares of Great-West Funds, Inc. and Putnam Funds, which are affiliates of the Company and shares of other non-affiliated mutual funds and government and corporate bonds. The Company’s separate accounts include mutual funds or other investment options that purchase guaranteed interest annuity contracts issued by the Company. During the years ended December 31, 2016, 2015, and 2014, these purchases totaled $183,365, $146,547, and $132,961, respectively. As the general account investment contracts are also included in the separate account balances in the accompanying consolidated balance sheets, the Company has reduced the separate account assets and liabilities by $302,898 and $309,108 at December 31, 2016, and 2015, respectively, to eliminate these amounts in its consolidated balance sheets at those dates.

24

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

5.  Summary of Investments

The following tables summarize fixed maturity investments classified as available-for-sale and the non-credit-related component of OTTI in AOCI:

	December 31, 2016
Fixed maturities:	Amortized   cost		Gross unrealized  gains		Gross unrealized  losses		Estimated fair value  and carrying value		OTTI (gain) loss     included in AOCI  (1)
U.S. government direct obligations and U.S. agencies	$	3,022,279	$	47,791	$	34,958	$	3,035,112	$	—
Obligations of U.S. states and their subdivisions		1,890,568		214,411		6,317		2,098,662		—
Corporate debt securities (2)		13,811,597		477,316		309,164		13,979,749		(1,488)
Asset-backed securities		1,226,493		104,274		18,388		1,312,379		(72,464)
Residential mortgage-backed securities		138,292		3,867		1,167		140,992		23
Commercial mortgage-backed securities		1,222,257		23,207		20,182		1,225,282		—
Collateralized debt obligations		361,241		339		53		361,527		—
Total fixed maturities	$	21,672,727	$	871,205	$	390,229	$	22,153,703	$	(73,929)

⁽¹⁾ Indicates the amount of any OTTI (gain) loss included in AOCI that is included in gross unrealized gains and losses. OTTI (gain) loss included in AOCI, as presented above, includes both the initial recognition of non-credit losses and the effects of subsequent increases and decreases in estimated fair value for those fixed maturity securities with previous non-credit impairment. The non-credit loss component of OTTI (gain) loss was in an unrealized gain position due to increases in estimated fair value subsequent to initial recognition of non-credit losses on such securities.

⁽²⁾ Includes perpetual debt investments with amortized cost of $135,187 and estimated fair value of $113,239.

	December 31, 2015
Fixed maturities:	Amortized   cost		Gross unrealized  gains		Gross unrealized  losses		Estimated fair value  and carrying value		OTTI (gain) loss     included in AOCI  (1)
U.S. government direct obligations and U.S. agencies	$	3,291,167	$	55,193	$	4,608	$	3,341,752	$	—
Obligations of U.S. states and their subdivisions		1,988,214		238,862		7,903		2,219,173		50
Foreign government securities		2,291		—		5		2,286		—
Corporate debt securities (2)		12,388,886		437,207		320,381		12,505,712		(1,810)
Asset-backed securities		1,196,326		128,406		13,362		1,311,370		(86,474)
Residential mortgage-backed securities		122,146		4,734		1,508		125,372		(123)
Commercial mortgage-backed securities		1,009,320		19,117		11,529		1,016,908		—
Collateralized debt obligations		9,112		—		58		9,054		—
Total fixed maturities	$	20,007,462	$	883,519	$	359,354	$	20,531,627	$	(88,357)

⁽¹⁾ Indicates the amount of any OTTI (gain) loss included in AOCI that is included in gross unrealized gains and losses. OTTI (gain) loss included in AOCI, as presented above, includes both the initial recognition of non-credit losses and the effects of subsequent increases and decreases in estimated fair value for those fixed maturity securities with previous non-credit impairment. The non-credit loss component of OTTI (gain) loss was in an unrealized gain position due to increases in estimated fair value subsequent to initial recognition of non-credit losses on such securities.

⁽²⁾ Includes perpetual debt investments with amortized cost of $149,062 and estimated fair value of $116,423.

See Note 8 for additional discussion regarding fair value measurements.

25

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

The amortized cost and estimated fair value of fixed maturity investments classified as available-for-sale, based on estimated cash flows, are shown in the table below. Actual maturities will likely differ from these projections because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	December 31, 2016
	Amortized cost		Estimated fair value
Maturing in one year or less	$	668,305	$	690,369
Maturing after one year through five years		3,741,043		3,917,479
Maturing after five years through ten years		6,570,148		6,650,854
Maturing after ten years		5,088,280		5,208,071
Mortgage-backed and asset-backed securities		5,604,951		5,686,930
Total fixed maturities	$	21,672,727	$	22,153,703

Mortgage-backed (commercial and residential) and asset-backed securities include those issued by the U.S. government and U.S. agencies.

The following table summarizes information regarding the sales of securities classified as available-for-sale:

	Year Ended December 31,
	2016		2015		2014
Proceeds from sales	$	4,541,303	$	4,187,547	$	2,705,999
Gross realized gains from sales		84,305		47,965		47,852
Gross realized losses from sales		16,858		6,476		1,229

Mortgage loans on real estate - The following table summarizes the carrying value of the mortgage loan portfolio by component:

	December 31, 2016		December 31, 2015
Principal	$	3,558,863	$	3,242,627
Unamortized premium (discount) and fees, net		5,541		7,967
Foreign exchange translation		(2,696)		—
Mortgage provision allowance		(2,882)		(2,890)
Total mortgage loans	$	3,558,826	$	3,247,704
The following table summarizes the recorded investment of the mortgage loan portfolio by risk assessment category as of December 31, 2016, and 2015, respectively.
	December 31, 2016		December 31, 2015
Performing	$	3,560,243	$	3,249,129
Non-performing		1,465		1,465
Total	$	3,561,708	$	3,250,594

26

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

The following table summarizes activity in the mortgage provision allowance:

	Year Ended December 31,
	2016		2015		2014
	Commercial      mortgages		Commercial      mortgages		Commercial      mortgages
Beginning balance	$	2,890	$	2,890	$	2,890
Provision increases		536		—		—
Provision decreases		(544)		—		—
Ending balance	$	2,882	$	2,890	$	2,890
Allowance ending balance by basis of impairment method:
Individually evaluated for impairment	$	536	$	—	$	—
Collectively evaluated for impairment		2,346		2,890		2,890
Recorded investment balance in the mortgage loan portfolio, gross of allowance, by basis of impairment method:	$	3,561,708	$	3,250,594	$	3,366,460
Individually evaluated for impairment		1,465		14,031		12,986
Collectively evaluated for impairment		3,560,243		3,236,563		3,353,474

Limited partnership and other corporation interests - At December 31, 2016, and 2015, the Company had $34,895 and $40,980, respectively, invested in limited partnership and other corporation interests. Limited partnership interests represent the Company’s minority ownership interests in pooled investment funds that primarily make private equity investments across diverse industries and geographical focuses. The Company has determined its interest in each limited partnership to be considered a VIE. Consolidation is not required as the Company is not deemed to be the primary beneficiary of the VIEs.

The carrying value and maximum exposure to loss in relation to the activities of the VIEs was $32,444 and $38,504 at December 31, 2016, and 2015, respectively.

Special deposits - The Company had securities on deposit with government authorities as required by certain insurance laws with fair values of $7,659 and $14,000 at December 31, 2016, and 2015, respectively.

Securities lending - The Company had no securities on loan under the program, and therefore no cash or securities held as collateral, at December 31, 2016, and 2015.

27

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

Unrealized losses on fixed maturity investments classified as available-for-sale - The following tables summarize unrealized investment losses, including the non-credit-related portion of OTTI losses reported in AOCI, by class of investment:

	December 31, 2016
	Less than twelve months				Twelve months or longer				Total
Fixed maturities:	Estimated   fair value		Unrealized   loss and OTTI		Estimated   fair value		Unrealized   loss and OTTI		Estimated   fair value		Unrealized   loss and OTTI
U.S. government direct obligations and U.S. agencies	$	2,006,588	$	34,752	$	10,526	$	206	$	2,017,114	$	34,958
Obligations of U.S. states and their subdivisions		216,154		5,922		10,498		395		226,652		6,317
Corporate debt securities		4,119,630		170,453		860,153		138,711		4,979,783		309,164
Asset-backed securities		316,065		6,971		230,331		11,417		546,396		18,388
Residential mortgage-backed securities		16,962		102		14,297		1,065		31,259		1,167
Commercial mortgage-backed securities		592,508		17,535		26,068		2,647		618,576		20,182
Collateralized debt obligations		160,612		53		—		—		160,612		53
Total fixed maturities	$	7,428,519	$	235,788	$	1,151,873	$	154,441	$	8,580,392	$	390,229
Total number of securities in an unrealized loss position				610				128				738
	December 31, 2015
	Less than twelve months				Twelve months or longer						Total
Fixed maturities:	Estimated fair value		Unrealized loss and OTTI		Estimated fair value		Unrealized loss and OTTI		Estimated fair value		Unrealized loss and OTTI
U.S. government direct obligations and U.S. agencies	$	1,357,822	$	4,101	$	23,604	$	507	$	1,381,426	$	4,608
Obligations of U.S. states and their subdivisions		267,581		7,903		—		—		267,581		7,903
Foreign government securities		2,286		5		—		—		2,286		5
Corporate debt securities		4,412,965		202,874		552,791		117,507		4,965,756		320,381
Asset-backed securities		247,082		4,372		182,404		8,990		429,486		13,362
Residential mortgage-backed securities		—		—		18,625		1,508		18,625		1,508
Commercial mortgage-backed securities		429,175		11,154		44,498		375		473,673		11,529
Collateralized debt obligations		9,054		58		—		—		9,054		58
Total fixed maturities	$	6,725,965	$	230,467	$	821,922	$	128,887	$	7,547,887	$	359,354
Total number of securities in an unrealized loss position				558				106				664

Fixed maturity investments - Total unrealized losses and OTTI increased by $30,875, or 9%, from December 31, 2015, to December 31, 2016. The overall increase in unrealized losses was across several asset classes and reflects higher interest rates at December 31, 2016, compared to December 31, 2015, resulting in generally lower valuations of these fixed maturity securities.

Total unrealized losses greater than twelve months increased by $25,554 from December 31, 2015, to December 31, 2016. Corporate debt securities account for 90%, or $138,711, of the unrealized losses and OTTI greater than twelve months at December 31, 2016. Non-investment grade corporate debt securities account for $13,285 of the unrealized losses and OTTI greater than twelve months, and $6,791 of the losses are on perpetual debt investments issued by investment grade rated banks in the United Kingdom. Management does not have the intent to sell these assets; therefore, an OTTI was not recognized in earnings.

28

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

Asset-backed securities account for 7% of the unrealized losses and OTTI greater than twelve months at December 31, 2016. The present value of the cash flows expected to be collected is not less than amortized cost and management does not have the intent to sell these assets; therefore, an OTTI was not recognized in earnings.

Other-than-temporary impairment recognition - The OTTI on fixed maturity securities where the loss portion is bifurcated and the credit related component is recognized in realized investment gains (losses) is summarized as follows:

	Year Ended December 31,
	2016		2015		2014
Beginning balance	$	102,343	$	119,532	$	167,961
Initial impairments - credit loss on securities not previously impaired		—		759		—
Reductions:
Due to sales, maturities, or payoffs during the period		(1,785)		(559)		(646)
Due to increases in cash flows expected to be collected that are recognized over the remaining life of the security		(16,893)		(17,389)		(47,783)
Ending balance	$	83,665	$	102,343	$	119,532
Net Investment Income The following table summarizes net investment income:
	Year Ended December 31,
	2016		2015		2014
Investment income:
Fixed maturity and short-term investments	$	819,047	$	796,133	$	816,907
Mortgage loans on real estate		142,478		150,284		149,497
Policy loans		199,737		206,081		207,013
Limited partnership interests		1,759		10,462		9,128
Net interest on funds withheld balances under reinsurance agreements, related party		22,045		22,165		21,295
Derivative instruments (1)		100,007		78,655		39,533
Other		10,468		9,228		5,008
		1,295,541		1,273,008		1,248,381
Investment expenses		(18,982)		(18,578)		(19,993)
Net investment income	$	1,276,559	$	1,254,430	$	1,228,388
(1) Includes gains (losses) on the hedged asset for fair value hedges. Realized Investment Gains (Losses) The following table summarizes realized investment gains (losses):
	Year Ended December 31,
	2016		2015		2014
Realized investment gains (losses):
Fixed maturity and short-term investments	$	87,108	$	46,027	$	54,219
Derivative instruments		(5,318)		5,840		90,504
Mortgage loans on real estate		10,972		31,841		6,857
Other		120		2		(4,209)
Realized investment gains (losses)	$	92,882	$	83,710	$	147,371

29

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

Included in net investment income and realized investment gains (losses) are amounts allocable to the participating fund account. This allocation is based upon the activity in a specific block of investments that are segmented for the benefit of the participating fund account.

6.  Derivative Financial Instruments

Derivative transactions are generally entered into pursuant to International Swaps and Derivatives Association (“ISDA”) Master Agreements or Master Securities Forward Transaction Agreements (“MSFTA”) with approved counterparties that provide for a single net payment to be made by one party to the other on a daily basis, periodic payment dates, or at the due date, expiration, or termination of the agreement.

The ISDA Master Agreements contain provisions that would allow the counterparties to require immediate settlement of all derivative instruments in a net liability position if the Company were to default on any debt obligations over a certain threshold. The MSFTA contain provisions which do not stipulate a threshold for default and only apply to debt obligations between the Company and the specific counterparty. 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 $38,324 and $76,107 as of December 31, 2016, and 2015, respectively. The Company had pledged collateral related to these derivatives of zero and $45,940 as of December 31, 2016, and 2015, respectively, in the normal course of business. If the credit-risk-related contingent features were triggered on December 31, 2016, the fair value of assets that could be required to settle the derivatives in a net liability position was $38,324.

At December 31, 2016, and 2015, the Company had pledged zero and $50,924 of unrestricted cash collateral to counterparties in the normal course of business, while other counterparties had pledged $103,214 and $19,060 of unrestricted cash collateral to the Company to satisfy collateral netting agreements, respectively.

At December 31, 2016, the Company estimated $9,581 of net derivative gains related to cash flow hedges included in AOCI will be reclassified into net income within the next twelve months. Gains and losses included in AOCI are reclassified into net income when the hedged item affects earnings.

Types of derivative instruments and derivative strategies

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. Interest rate futures are used to manage the interest rate risks of forecasted acquisitions of fixed rate maturity investments and are primarily structured to hedge interest rate risk inherent in the assumptions used to price certain liabilities.

Fair value hedges

Interest rate swap agreements are used to convert the interest rate on certain debt securities from a fixed rate to a floating rate to manage the interest rate risk of the change in the fair value of certain fixed rate maturity investments.

Not designated as hedging instruments

The Company enters into certain transactions in which derivatives are hedging an economic risk but hedge accounting is not elected. These derivative instruments include: exchange-traded interest rate swap futures, over-the-counter (“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 a central clearing counterparty 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 fixed rate maturity investments and forecasted liability pricing.

30

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

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, hedge accounting is not always elected. 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, hedge accounting is not elected.

Other forward contracts

The Company uses forward settling to be announced (“TBA”) securities to gain exposure to the investment risk and return of agency mortgage-backed securities (pass-throughs). These transactions enhance the return on the Company’s investment portfolio and provide a more liquid and cost effective method of achieving these goals than purchasing or selling individual agency mortgage-backed pools. As the Company does not regularly accept delivery of such securities, they are accounted for as derivatives but hedge accounting is not elected. The Company had no open TBA contracts at either December 31, 2016, or 2015.

The following tables summarize the notional amount and fair value of derivative financial instruments, excluding embedded derivatives:

	December 31, 2016
	Notional amount		Net derivatives		Asset derivatives		Liability derivatives
			Fair value		Fair value (1)		Fair value (1)
Hedge designation/derivative type:
Derivatives designated as hedges:
Cash flow hedges:
Interest rate swaps	$	419,800	$	33,390	$	33,390	$	—
Cross-currency swaps		614,208		45,347		53,641		8,294
Total cash flow hedges		1,034,008		78,737		87,031		8,294
Total derivatives designated as hedges		1,034,008		78,737		87,031		8,294
Derivatives not designated as hedges:
Interest rate swaps		468,100		(4,358)		8,982		13,340
Futures on equity indices		34,422		—		—		—
Interest rate futures		81,500		—		—		—
Interest rate swaptions		165,534		354		354		—
Cross-currency swaps		612,733		33,371		50,018		16,647
Total derivatives not designated as hedges		1,362,289		29,367		59,354		29,987
Total derivative financial instruments	$	2,396,297	$	108,104	$	146,385	$	38,281

⁽¹⁾ The estimated fair value excludes accrued income and expense. The estimated fair value of all derivatives in an asset position is reported within other assets and the estimated fair value of all derivatives in a liability position is reported within other liabilities in the consolidated balance sheets.

31

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

	December 31, 2016
	Notional amount		Net derivatives		Asset derivatives		Liability derivatives
			Fair value		Fair value (1)		Fair value (1)
Hedge designation/derivative type:
Derivatives designated as hedges:
Cash flow hedges:
Interest rate swaps	$	143,800	$	11,843	$	11,843	$	—
Cross-currency swaps		380,873		28,714		28,736		22
Total cash flow hedges		524,673		40,557		40,579		22
Total derivatives designated as hedges		524,673		40,557		40,579		22
Derivatives not designated as hedges:
Interest rate swaps		303,600		3,240		8,295		5,055
Futures on equity indices		29,310		—		—		—
Interest rate futures		117,200		—		—		—
Interest rate swaptions		151,204		189		189		—
Cross-currency swaps		662,935		(51,759)		19,537		71,296
Total derivatives not designated as hedges		1,264,249		(48,330)		28,021		76,351
Total derivative financial instruments	$	1,788,922	$	(7,773)	$	68,600	$	76,373

⁽¹⁾ The estimated fair value excludes accrued income and expense. The estimated fair value of all derivatives in an asset position is reported within other assets and the estimated fair value of all derivatives in a liability position is reported within other liabilities in the consolidated balance sheets.

Notional amounts are used to express the extent of the Company’s involvement in derivative transactions and represent a standard measurement of the volume of its derivative activity. Notional amounts represent those amounts used to calculate contractual flows to be exchanged and are not paid or received. The average notional outstanding during the year ended December 31, 2016, was $784,900, $1,141,967, $145,658, $156,632, and $2,230,167 for interest rate swaps, cross-currency swaps, futures, swaptions, and other forward contracts, respectively. The average notional outstanding during the year ended December 31, 2015, was $443,589, $937,242, $111,801, $212,299, and $5,014,845 for interest rate swaps, cross-currency swaps, futures, swaptions, and other forward contracts, respectively.

The following tables present the effect of derivative instruments in the consolidated statements of income reported by cash flow hedges, fair value hedges, and economic hedges, excluding embedded derivatives:

	Gain (loss) recognized in OCI on derivatives (Effective portion)						Gain (loss) reclassified from OCI into net income (Effective portion)
	Year Ended December 31,						Year Ended December 31,
	2016		2015		2014		2016		2015		2014
Cash flow hedges:
Interest rate swaps	$	810	$	2,228	$	9,096	$	5,437	$	6,779	$	7,462	(A)
Interest rate swaps		—		—		—		—		3,634		—	(B)
Interest rate swaps		21,228		—		—		(2,657)		—		—	(C)
Cross-currency swaps		22,738		28,833		11,041		8,469		2,101		1,030	(A)
Cross-currency swaps		—		—		—		—		—		(154)	(B)
Interest rate futures		—		—		—		—		(134)		70	(A)
Total cash flow hedges	$	44,776	$	31,061	$	20,137	$	11,249	$	12,380	$	8,408

(A) Net investment income.

(B) Represents realized gains (losses) on closed positions recorded in realized investment gains (losses), net.

(C) Interest expense.

32

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

	Gain (loss) on derivatives              recognized in net income							Gain (loss) on hedged assets              recognized in net income
	Year Ended December 31,							Year Ended December 31,
	2016		2015		2014			2016		2015		2014
Fair value hedges:
Interest rate swaps	$	—	$	(1,507)	$	(3,444)	(A)	$	—	$	—	$	—
Interest rate swaps		—		773		—	(B)		—		—		—
Items hedged in interest rate swaps		—		—		—			—		1,511		3,439	(A)
Items hedged in interest rate swaps		—		—		—			—		(773)		—	(B)
Total fair value hedges	$	—	$	(734)	$	(3,444)		$	—	$	738	$	3,439

(A) Net investment income.

(B) Represents realized gains (losses) on closed positions recorded in realized investment gains (losses), net.

	Gain (loss) on derivatives recognized in net income
	Year Ended December 31,
	2016			2015			2014
Derivatives not designated as hedging instruments:
Futures on equity indices	$	817	(A)	$	(284)	(A)	$	(41)	(A)
Futures on equity indices		(7,930)	(B)		(527)	(B)		(534)	(B)
Interest rate swaps		(4,541)	(A)		(1,094)	(A)		6,508	(A)
Interest rate futures		(57)	(A)		(65)	(A)		(51)	(A)
Interest rate futures		(164)	(B)		1	(B)		305	(B)
Interest rate swaptions		302	(A)		2,868	(A)		2,424	(A)
Interest rate swaptions		(313)	(B)		(3,115)	(B)		(3,578)	(B)
Currency forwards		111	(A)		—	(A)		—	(A)
Other forward contracts		4,690	(B)		5,074	(B)		94,465	(B)
Cross-currency swaps		85,746	(A)		69,819	(A)		24,588	(A)
Cross-currency swaps		(1,601)	(B)		—	(B)		—	(B)
Total derivatives not designated as hedging instruments	$	77,060		$	72,677		$	124,086

(A) Net investment income.

(B) Represents realized gains (losses) on closed positions recorded in realized investment gains (losses), net.

Embedded derivative - GLWB

The Company offers GLWB through a variable annuity or a contingent deferred annuity. The GLWB is deemed to be an embedded derivative. The GLWB is recorded at fair value within future policy benefits on the consolidated balance sheets. Changes in fair value of GLWB are recorded in net investment income in the consolidated statements of income.

The estimated fair value of the GLWB was $5,712 and $11,257 at December 31, 2016, and 2015, respectively. The changes in fair value of the GLWB were $(5,545) and $11,257 for the years ended December 31, 2016, and 2015, respectively.

33

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

7.  Summary of Offsetting Assets and Liabilities

The Company enters into derivative transactions with several approved counterparties. The Company’s derivative transactions are generally governed by MSFTA or ISDA Master Agreements which provide for legally enforceable set-off and close-out netting in the event of default or bankruptcy of the Company’s counterparties. The Company’s MSFTA and ISDA Master Agreements generally include provisions which require both the pledging and accepting of collateral in connection with its derivative transactions. These provisions have the effect of securing each party’s position to the extent of collateral held. The following tables summarize the effect of master netting arrangements on the Company’s financial position in the normal course of business and in the event of default or bankruptcy of the Company’s counterparties:

	December 31, 2016
			Gross fair value not offset in balance sheets
Financial instruments:	Gross fair value of     recognized assets/liabilities  (1)		Financial     instruments		Cash collateral     received/(pledged)		Net     fair value
Derivative instruments (assets) (2)	$	119,862	$	(26,254)	$	92,756	$	852
Derivative instruments (liabilities) (3)		26,254		(26,254)		—		—
	December 31, 2015
			Gross fair value not offset in balance sheets
Financial instruments:	Gross fair value of recognized assets/liabilities (1)		Financial instruments		Cash collateral received/(pledged)		Net fair value
Derivative instruments (assets) (2)	$	66,435	$	(38,236)	$	19,060	$	9,139
Derivative instruments (liabilities) (3)		76,107		(38,236)		(37,871)		—

⁽¹⁾ The gross fair value of derivative instruments is not netted against offsetting liabilities for presentation on the consolidated balance sheets.

⁽²⁾ The estimated fair value of derivative instrument assets is reported in other assets in the consolidated balance sheets. Derivative transactions entered into under ISDA master agreements include income and expense accruals.

⁽³⁾ The estimated fair value of derivative instrument liabilities is reported in other liabilities in the consolidated balance sheets. Derivative transactions entered into under ISDA master agreements include income and expense accruals.

34

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

8.  Fair Value Measurements

Recurring fair value measurements

The following tables present the Company’s financial assets and liabilities carried at fair value on a recurring basis by fair value hierarchy category:

	Assets and liabilities measured at fair value on a recurring basis
	December 31, 2016
	Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total
Assets
Fixed maturities available-for-sale:
U.S. government direct obligations and U.S. agencies	$	—	$	3,035,112	$	—	$	3,035,112
Obligations of U.S. states and their subdivisions		—		2,098,662		—		2,098,662
Corporate debt securities		—		13,968,110		11,639		13,979,749
Asset-backed securities		—		1,312,379		—		1,312,379
Residential mortgage-backed securities		—		140,992		—		140,992
Commercial mortgage-backed securities		—		1,225,282		—		1,225,282
Collateralized debt obligations		—		361,527		—		361,527
Total fixed maturities available-for-sale		—		22,142,064		11,639		22,153,703
Fixed maturities held-for-trading:
U.S. government direct obligations and U.S. agencies		—		458,067		—		458,067
Corporate debt securities		—		55,591		—		55,591
Commercial mortgage-backed securities		—		1,080		—		1,080
Total fixed maturities held-for-trading		—		514,738		—		514,738
Short-term investments		267,851		36,137		—		303,988
Collateral under derivative counterparty collateral agreements		103,214		—		—		103,214
Derivative instruments designated as hedges:
Interest rate swaps		—		33,390		—		33,390
Cross-currency swaps		—		53,641		—		53,641
Derivative instruments not designated as hedges:
Interest rate swaps		—		8,982		—		8,982
Interest rate swaptions		—		354		—		354
Cross-currency swaps		—		50,018		—		50,018
Total derivative instruments		—		146,385		—		146,385
Separate account assets (1)		15,407,992		11,199,924		—		27,037,765
Total assets	$	15,779,057	$	34,039,248	$	11,639	$	50,259,793
Liabilities
Collateral under derivative counterparty collateral agreements	$	103,214	$	—	$	—	$	103,214
Derivative instruments designated as hedges:
Cross-currency swaps		—		8,294		—		8,294
Derivative instruments not designated as hedges:
Interest rate swaps		—		13,340		—		13,340
Cross-currency swaps		—		16,647		—		16,647
Total derivative instruments		—		38,281		—		38,281
Embedded derivatives - GLWB		—		—		5,712		5,712
Separate account liabilities (2)		55		336,468		—		336,523
Total liabilities	$	103,269	$	374,749	$	5,712	$	483,730

⁽¹⁾ Included in the total fair value amount are $430 million of investments as of December 31, 2016 for which the fair value is estimated using net asset value per unit as a practical expedient which are excluded from the disclosure requirement to classify amounts in the fair value hierarchy in connection with the adoption of ASU 2015-07.

⁽²⁾ Includes only separate account instruments which are carried at the fair value of the underlying liabilities owned by the separate accounts.

35

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

	Assets and liabilities measured at fair value on a recurring basis
	December 31, 2015
	Quoted prices in active markets for   identical assets   (Level 1)		Significant other     observable     inputs (Level 2)		Significant   unobservable   inputs (Level 3)		Total
Assets
Fixed maturities available-for-sale:
U.S. government direct obligations and U.S. agencies	$	—	$	3,341,752	$	—	$	3,341,752
Obligations of U.S. states and their subdivisions		—		2,219,173		—		2,219,173
Foreign government securities		—		2,286		—		2,286
Corporate debt securities		—		12,501,174		4,538		12,505,712
Asset-backed securities		—		1,311,370		—		1,311,370
Residential mortgage-backed securities		—		125,372		—		125,372
Commercial mortgage-backed securities		—		1,016,908		—		1,016,908
Collateralized debt obligations		—		9,054		—		9,054
Total fixed maturities available-for-sale		—		20,527,089		4,538		20,531,627
Fixed maturities held-for-trading:
U.S. government direct obligations and U.S. agencies		—		558,208		—		558,208
Corporate debt securities		—		56,566		—		56,566
Commercial mortgage-backed securities		—		1,065		—		1,065
Total fixed maturities held-for-trading		—		615,839		—		615,839
Short-term investments		132,288		134,738		—		267,026
Collateral under derivative counterparty collateral agreements		69,984		—		—		69,984
Derivative instruments designated as hedges:
Interest rate swaps		—		11,843		—		11,843
Cross-currency swaps		—		28,736		—		28,736
Derivative instruments not designated as hedges:
Interest rate swaps		—		8,295		—		8,295
Interest rate swaptions		—		189		—		189
Cross-currency swaps		—		19,537		—		19,537
Total derivative instruments		—		68,600		—		68,600
Separate account assets (1)		15,249,966		10,847,266		—		26,631,193
Total assets	$	15,452,238	$	32,193,532	$	4,538	$	48,184,269
Liabilities
Collateral under derivative counterparty collateral agreements		19,060		—		—		19,060
Derivative instruments designated as hedges:
Cross-currency swaps		—		22		—		22
Derivative instruments not designated as hedges:
Interest rate swaps		—		5,055		—		5,055
Cross-currency swaps		—		71,296		—		71,296
Total derivative instruments		—		76,373		—		76,373
Embedded derivatives - GLWB		—		—		11,257		11,257
Separate account liabilities (2)		24		290,293		—		290,317
Total liabilities	$	19,084	$	366,666	$	11,257	$	397,007

⁽¹⁾ Included in the total fair value amount are $534 million of investments as of December 31, 2015 for which the fair value is estimated using net asset value per unit as a practical expedient which are excluded from the disclosure requirement to classify amounts in the fair value hierarchy in connection with the adoption of ASU 2015-07.

⁽²⁾ Includes only separate account instruments which are carried at the fair value of the underlying liabilities owned by the separate accounts.

36

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

The methods and assumptions used to estimate the fair value of the Company’s financial assets and liabilities carried at fair value on a recurring basis are as follows:

Fixed maturity investments

The fair values for fixed maturity investments 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.

Short-term investments

The amortized cost of short-term investments is a reasonable estimate of fair value due to their short-term nature and high credit quality of the issuers.

Derivative counterparty collateral agreements

Included in other assets is cash collateral received from or pledged to derivative 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

Included in other assets and other liabilities are derivative financial instruments. The estimated fair values of OTC derivatives, primarily consisting of cross-currency swaps, interest rate swaps, and interest rate swaptions, are the estimated amounts 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.

Embedded derivatives - GLWB

Significant unobservable inputs are used in the fair value measurements of GLWB include long-term equity and interest rate implied volatility, mortality, and policyholder behavior assumptions, such as benefit utilization and partial withdrawals.

Separate account assets and liabilities

Separate account assets and liabilities primarily include investments in mutual fund, fixed maturity, and short-term securities. Mutual funds are recorded at net asset value, which approximates fair value, on a daily basis. The fixed maturity and short-term investments are valued in the same manner, and using the same pricing sources and inputs as the fixed maturity and short-term investments of the Company.

37

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

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

	Recurring Level 3 financial assets and liabilities
	Year Ended December 31, 2016
	Assets		Liabilities
	Fixed maturities     available-for-sale     Corporate debt securities		Embedded   derivatives - GLWB
Balances, January 1, 2016	$	4,538	$	11,257
Realized and unrealized gains (losses) included in:
Net Income		—		(5,545)
Other comprehensive income (loss)		273		—
Settlements		(1,478)		—
Transfers into Level 3 (1)		11,236		—
Transfers out of Level 3 (2)		(2,930)	$	—
Balances, December 31, 2016	$	11,639	$	5,712
Total gains (losses) for the period included in net income attributable to the change in unrealized gains and losses relating to assets held at December 31, 2016	$	—	$	(5,545)

⁽¹⁾ Transfers into Level 3 are due primarily to decreased observability of inputs in valuation methodologies.

⁽²⁾ Transfers out of Level 3 are due primarily to increased observability of inputs in valuation methodologies as evidenced by corroboration of market prices with multiple pricing vendors and internal models.

	Recurring Level 3 financial assets and liabilities
	Year Ended December 31, 2015
	Assets						Liabilities
	Fixed maturities  available-for-sale						Embedded     derivatives - GLWB
	Corporate   debt securities		Asset-backed   securities		Total
Balances, January 1, 2015	$	5,842	$	36	$	5,878	$	—
Realized and unrealized gains (losses) included in:
Net Income		—		—		—		11,257
Other comprehensive income (loss)		(178)		—		(178)		—
Settlements		(1,126)		—		(1,126)		—
Transfers out of Level 3 (1)		—		(36)		(36)	$	—
Balances, December 31, 2015	$	4,538	$	—	$	4,538	$	11,257
Total gains (losses) for the period included in net income attributable to the change in unrealized gains and losses relating to assets held at December 31, 2015	$	—	$	—	$	—	$	11,257

⁽¹⁾ Transfers out of Level 3 are due primarily to increased observability of inputs in valuation methodologies as evidenced by corroboration of market prices with multiple pricing vendors and internal models.

38

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

	Recurring Level 3 financial assets and liabilities
	Year Ended December 31, 2014
	Fixed maturities available-for-sale
	Corporate     debt securities		Asset-backed     securities		Collateralized     debt obligations		Total
January 1, 2014	$	6,652	$	252,958	$	32	$	259,642
Realized and unrealized gains (losses) included in:
Net Income		—		—		(17)		(17)
Other Comprehensive income (loss)		(178)		—		(15)		(193)
Settlements		(632)		(19)		—		(651)
Transfers out of Level 3 (1)		—		(252,903)		—		(252,903)
Balances, December 31, 2014	$	5,842	$	36	$	—	$	5,878
Total gains (losses) for the period included in net income attributable to the change in unrealized gains and losses relating to assets held at December 31, 2014	$	—	$	—	$	—	$	—

⁽¹⁾ Transfers out of Level 3 are due primarily to increased observability of inputs in valuation methodologies as evidenced by corroboration of market prices with multiple pricing vendors and internal models.

The following table presents significant unobservable inputs used during the valuation of certain assets categorized within Level 3 of the recurring fair value measurements table:

	Valuation     Technique	Unobservable Input	Range
			December 31, 2016	December 31,   2015
Embedded derivatives - GLWB	Risk neutral  stochastic  valuation  methodology	Equity volatility	15% - 30%	15% - 28%
		Swap curve	0.75% -3.00%	0.75% -3.00%
		Mortality rate	Based on the Annuity 2000 Mortality Table	Based on the Annuity 2000 Mortality Table
		Lapse rate	1% - 15%	1% - 15%

Generally, the following will cause an increase (decrease) in GLWB embedded derivative fair value liabilities:

• An increase (decrease) in equity volatility;

• A decrease (increase) in interest rates;

• A decrease (increase) in mortality;

• A decrease (increase) in lapses.

The Company notes the following interrelationships:

• Low equity returns will potentially result in higher in-the-moneyness. This may result in lower lapses increasing the projected number of inforce policies and may also increase the fair value of the GLWB reserve.

39

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

Fair value of financial instruments

The following tables summarize the carrying amounts and estimated fair values of the Company’s financial instruments and investments not carried at fair value on a recurring basis:

	December 31, 2016				December 31, 2015
	Carrying       amount		Estimated       fair value		Carrying       amount		Estimated       fair value
Assets
Mortgage loans on real estate	$	3,558,826	$	3,574,240	$	3,247,704	$	3,362,496
Policy loans		4,019,648		4,019,648		4,092,661		4,092,661
Limited partnership interests		29,345		29,822		35,039		34,882
Other investments		14,382		44,687		14,596		44,723
Liabilities
Annuity contract benefits without life contingencies	$	12,291,378	$	12,129,631	$	11,104,721	$	10,839,205
Policyholders’ funds		285,554		285,554		299,577		299,577
Commercial paper		99,049		99,049		93,371		93,371
Notes payable		531,092		495,004		532,575		563,633

The methods and assumptions used to estimate the fair value of financial instruments not carried at fair value on a recurring basis are summarized as follows:

Mortgage loans on real estate

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. 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. The estimated fair value is classified as Level 2.

Policy loans

Policy loans are funds provided to policyholders in return for a claim on the policy. The funds provided are limited to the cash surrender value of the underlying policy. The nature of policy loans is to have a negligible default risk as the loans are fully collateralized by the value of the policy. Policy loans do not have a stated maturity, and the balances and accrued interest are repaid either by the policyholder or with proceeds from the policy. Due to the collateralized nature of policy loans and unpredictable timing of repayments, the Company believes the fair value of policy loans approximates their carrying value. The estimated fair value is classified as Level 2.

Limited partnership interests

Limited partnership interests, accounted for using the cost method, 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 estimated fair value is determined using the partnership financial statement reported capital account or net asset value adjusted for other relevant information which may impact the exit value of the investments. 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. The estimated fair value is classified as Level 3.

40

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

Other investments

Other investments primarily include real estate held for investment. The estimated fair value for real estate is based on the unadjusted appraised value which includes factors such as comparable property sales, property income analysis, and capitalization rates. The estimated fair value is classified as Level 3.

Annuity contract benefits without life contingencies

The estimated fair value of annuity contract benefits without life contingencies is estimated by discounting the projected expected cash flows to the maturity of the contracts utilizing risk-free spot interest rates plus a provision for the Company’s credit risk. The estimated fair value is classified as Level 2.

Policyholders’ funds

The carrying amount of policyholders’ funds approximates the fair value since the Company can change the interest credited rates with 30 days notice. The estimated fair value is classified as Level 2.

Commercial paper

The amortized cost of commercial paper is a reasonable estimate of fair value due to its short-term nature and the high credit quality of the obligor. The estimated fair value is classified as Level 2.

Notes payable

Notes payable is recorded in due to parent and affiliates in the consolidated balance sheets. The estimated fair value of the notes payable to GWL&A Financial is based upon quoted market prices from independent pricing services of securities with characteristics similar to those of the notes payable. The estimated fair value is classified as Level 2.

9.  Minimum Guarantees

The Company calculates additional liabilities for GMDB and GLWB. The following assumptions and methodology were used to determine GMDB additional reserves at December 31, 2016, and 2015.

Area	Assumptions/Basis for Assumptions
Data Used	Based on 1,050 investment performance scenarios
Mean Investment Performance	Equity: 7% - 13%
	Fixed, Bond, Money Market Fund: level 0% - 10%
Volatility	Equity: 10% - 35%
	Fixed, Bond, Money Market Fund: 0% - 9%
Mortality	Based on the 1994 VA MGDB Mortality Table
Lapse Rates	Lapse Rates vary by duration and surrender charge
Discount Rates	5%

The assumptions and techniques for valuing the GLWB reserve is disclosed within Note 8 and are identical to those used for valuing the GLWB embedded derivative.

41

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

The separate account liabilities subject to the requirements for additional liabilities for GMDB and GLWB, net amount at risk, net of reinsurance, and the weighted average attained age of contract owners for GMDB and GLWB at December 31, 2016, and 2015, were as follows:

	GMDB		GLWB		Total
December 31, 2016
Separate account liability	$	55,607	$	413,569	$	469,176
Net amount at risk, net of reinsurance	$	25,891	$	2,941	$	28,832
Weighted average attained age		71		58		N/A
December 31, 2015
Separate account liability	$	55,999	$	210,240	$	266,239
Net amount at risk, net of reinsurance	$	29,050	$	7,582	$	36,632
Weighted average attained age		70		57		N/A
The paid and incurred amounts for GMDB and GLWB for the years ended December 31, 2016, 2015, and 2014 were as follows:
	GMDB		GLWB		Total
Additional liability balance:
Balances, January 1, 2014	$	5,993	$	—	$	5,993
Incurred guaranteed benefits		305		—		305
Paid guaranteed benefits		(732)		—		(732)
Balances, December 31, 2014		5,566		—		5,566
Incurred guaranteed benefits		821		4,813		5,634
Paid guaranteed benefits		(920)		—		(920)
Balances, December 31, 2015		5,467		4,813		10,280
Incurred guaranteed benefits		132		(2,740)		(2,608)
Paid guaranteed benefits		(503)		—		(503)
Balances, December 31, 2016	$	5,096	$	2,073	$	7,169
The aggregate fair value of equity securities supporting separate accounts with GMDB and GLWB were as follows:
			December 31, 2016		December 31, 2015
Equity securities - GMDB			$	55,605	$	55,997
Equity securities - GLWB				412,977		209,828
Total			$	468,582	$	265,825

10.  Reinsurance

In the normal course of its business, the Company seeks to limit its exposure to loss on any single insured and to recover a portion of benefits paid by ceding risks to other insurance enterprises under excess coverage, quota share, yearly renewable term, coinsurance, and modified coinsurance contracts. The Company retains an initial maximum of $3,500 of coverage per individual life. This initial retention limit of $3,500 may increase due to automatic policy increases in coverage at a maximum rate of $175 per annum, with an overall maximum increase in coverage of $1,000.

Ceded reinsurance contracts do not relieve the Company from its obligations to policyholders. The failure of reinsurers to honor their obligations could result in losses to the Company. The Company evaluates the financial condition of its reinsurers and monitors concentrations of credit risk arising from similar geographic regions, activities or economic characteristics of the reinsurers to minimize its exposure to significant losses from reinsurer insolvencies. At December 31, 2016, and 2015, the reinsurance recoverables had carrying values in the amounts of $598,864 and $604,946, respectively. Included in these

42

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

amounts are $522,950 and $530,213 at December 31, 2016, and 2015, respectively, associated with reinsurance agreements with related parties. At December 31, 2016, and 2015, 87% and 88%, respectively, of the total reinsurance receivable was due from CLAC, a related party.

The Company assumes risk from approximately 40 insurers and reinsurers by participating in yearly renewable term and coinsurance pool agreements. When assuming risk, the Company seeks to generate revenue while maintaining reciprocal working relationships with these partners as they also seek to limit their exposure to loss on any single life.

Maximum capacity to be retained by the Company is dictated at the treaty level and is monitored annually to ensure the total risk retained on any one life is limited to a maximum retention of $4,500.

The following tables summarize life insurance in-force and total premium income at and for the year ended December 31, 2016:

	Life insurance in-force
	Individual		Group		Total
Written and earned direct	$	54,618,888	$	41,809,635	$	96,428,523
Reinsurance ceded		(10,568,467)		(833,090)		(11,401,557)
Reinsurance assumed		56,165,011		—		56,165,011
Net	$	100,215,432	$	40,976,545	$	141,191,977
Percentage of amount assumed to net		56%		—%		40%
	Premium income
	Life insurance		Annuities		Total
Written and earned direct	$	392,654	$	1,998	$	394,652
Reinsurance ceded		(52,397)		(81)		(52,478)
Reinsurance assumed		123,175		—		123,175
Net	$	463,432	$	1,917	$	465,349

The following tables summarizes life insurance in-force and total premium income at and for the year ended December 31, 2015:

	Life insurance in-force
	Individual		Group		Total
Written and earned direct	$	53,403,194	$	41,855,857	$	95,259,051
Reinsurance ceded		(10,169,625)		(393,512)		(10,563,137)
Reinsurance assumed		58,742,234		—		58,742,234
Net	$	101,975,803	$	41,462,345	$	143,438,148
Percentage of amount assumed to net		58%		—%		41%
	Premium income
	Life insurance		Annuities		Total
Written and earned direct	$	368,442	$	503	$	368,945
Reinsurance ceded		(48,107)		(86)		(48,193)
Reinsurance assumed		124,798		—		124,798
Net	$	445,133	$	417	$	445,550

43

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

The following table summarizes total premium income for the year ended December 31, 2014:

	Premium income
	Life insurance		Annuities		Total
Written and earned direct	$	360,959	$	1,255	$	362,214
Reinsurance ceded		(45,925)		(95)		(46,020)
Reinsurance assumed		130,201		—		130,201
Net	$	445,235	$	1,160	$	446,395

Reinsurance recoveries for life and other policy benefits were $39,520, $23,179, and $23,965 for the years ended December 31, 2016, 2015, and 2014, respectively.

11.  Deferred Acquisition Costs and Value of Business Acquired

The following table summarizes activity in DAC and VOBA:

	DAC		VOBA		Total
Balances, January 1, 2014	$	314,071	$	29,217	$	343,288
Capitalized additions		110,315		—		110,315
Amortization and writedowns		(41,045)		(3,801)		(44,846)
Unrealized investment (gains) losses		(29,933)		(130)		(30,063)
Balances, December 31, 2014		353,408		25,286		378,694
Capitalized additions		63,093		—		63,093
Amortization and writedowns		(96,095)		(4,493)		(100,588)
Unrealized investment (gains) losses		73,012		(68)		72,944
Balances, December 31, 2015		393,418		20,725		414,143
Capitalized additions		93,222		—		93,222
Amortization and writedowns		(29,317)		(1,992)		(31,309)
Unrealized investment (gains) losses		10,522		112		10,634
Balances, December 31, 2016	$	467,845	$	18,845	$	486,690

The estimated future amortization of VOBA for the years ended December 31, 2017, through December 31, 2021, is approximately $3,200 per annum.

12.  Goodwill and Other Intangible Assets

The balance of goodwill, all of which is within the Empower Retirement segment, at December 31, 2016, and 2015 was $137,683.

The following tables summarize other intangible assets, all of which are within the Empower Retirement segment:

	December 31, 2016
	Gross carrying     amount		Accumulated       amortization		Net book value
Customer relationships	$	47,580	$	(27,517)	$	20,063
Non-competition		1,325		(1,301)		24
Total	$	48,905	$	(28,818)	$	20,087

44

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

	December 31, 2015
	Gross carrying       amount		Accumulated       amortization		Net book value
Customer relationships	$	47,580	$	(24,251)	$	23,329
Non-competition		1,325		(835)		490
Total	$	48,905	$	(25,086)	$	23,819

Amortization expense for other intangible assets included in general insurance expenses was $3,732, $4,096, and $3,531 for the years ended December 31, 2016, 2015, and 2014, respectively. Except for goodwill, the Company has no intangible assets with indefinite lives.

The estimated future amortization of other intangible assets using current assumptions, which are subject to change, for the years ended December 31, 2017, through December 31, 2021, is approximately $2,200 per annum.

13.  Commercial Paper

The Company maintains a commercial paper program that is partially supported by a $50,000 corporate credit facility.

The following table provides information regarding the Company’s commercial paper program:

	December 31,
	2016		2015
Face value	$	99,049	$	93,371
Carrying value	$	99,049	$	93,371
Effective interest rate		0.7%-0.8%		0.5%-0.6%
Maturity range (days)		10 - 30		8 - 28

14.  Stockholder’s Equity and Dividend Restrictions

At December 31, 2016, and 2015, the Company had 50,000,000 shares of $1 par value preferred stock authorized, none of which was issued or outstanding at either date. In addition, the Company has 50,000,000 shares of $1 par value common stock authorized, 7,292,708 and 7,232,986 of which were issued and outstanding at December 31, 2016, and 2015, respectively.

The Company’s net income and capital and surplus, as determined in accordance with statutory accounting principles and practices as prescribed by the National Association of Insurance Commissioners (“NAIC”), is as follows:

	Year Ended December 31,							December 31,
	2016		2015		2014			2016		2015
Net income	$	100,657	$	187,232	$	134,091	Capital and surplus	$	1,053,333	$	1,114,764

Regulatory compliance is determined by a ratio of a company’s total adjusted capital (“TAC”) to its authorized control level risk-based capital (“ACL”), as determined in accordance with statutory accounting principles and practices as prescribed by the NAIC. Companies below specific trigger points or ratios are classified within certain levels, each of which requires specified corrective action. The minimum level of TAC before corrective action commences is 200% of ACL. The Company’s risk-based capital ratio was in excess of the required amount as of December 31, 2016.

Dividends are paid as determined by the Board of Directors, subject to restrictions as discussed below. During the years ended December 31, 2016, 2015, and 2014, the Company paid dividends in the amounts of $125,691, $139,533, and $316,401, respectively, to its parent company, GWL&A Financial.

As an insurance company domiciled in the State of Colorado, the Company is required to maintain a minimum of $2,000 of capital and surplus. In addition, the maximum amount of dividends which can be paid to stockholders by insurance companies

45

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

domiciled in the State of Colorado, without prior approval of the Insurance Commissioner, is subject to restrictions relating to statutory capital and surplus and statutory net gain from operations. As filed with the Colorado Division of Insurance, the statutory capital and surplus and net gain from operations at and for the year ended December 31, 2016, were $1,053,333 and $101,753, respectively. Based on the as filed amounts, the Company may pay an amount up to $101,753 of dividends during the year ended December 31, 2017, without the prior approval of the Colorado Insurance Commissioner. Prior to any payments of dividends, the Company seeks approval from the Colorado Insurance Commissioner.

46

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

15.  Other Comprehensive Income

The following tables present the accumulated balances for each classification of other comprehensive income (loss):

	Year Ended December 31, 2016
	Unrealized   holding gains /   losses arising on fixed maturities, available-for- sale		Unrealized   holding gains /   losses arising on cash flow hedges		Future policy   benefits, DAC   and VOBA adjustments		Employee      benefit plan      adjustment		Total
Balances, January 1, 2016	$	339,520	$	45,284	$	(65,785)	$	(85,581)	$	233,438
Other comprehensive income (loss) before reclassifications		13,192		29,104		7,139		(4,755)		44,680
Amounts reclassified from AOCI		(40,964)		(7,312)		—		6,033		(42,243)
Net current period other comprehensive income (loss)		(27,772)		21,792		7,139		1,278		2,437
Balances, December 31, 2016	$	311,748	$	67,076	$	(58,646)	$	(84,303)	$	235,875
	Year Ended December 31, 2015
	Unrealized holding gains / losses arising  on fixed maturities, available-for- sale		Unrealized holding gains / losses arising on cash flow hedges		Future policy benefits, DAC and VOBA adjustments		Employee benefit plan adjustment		Total
Balances, January 1, 2015	$	784,183	$	33,141	$	(108,194)	$	(106,112)	$	603,018
Other comprehensive income (loss) before reclassifications		(418,522)		20,190		42,409		12,825		(343,098)
Amounts reclassified from AOCI		(26,141)		(8,047)		—		7,706		(26,482)
Net current period other comprehensive income (loss)		(444,663)		12,143		42,409		20,531		(369,580)
Balances, December 31, 2015	$	339,520	$	45,284	$	(65,785)	$	(85,581)	$	233,438
	Year Ended December 31, 2014
	Unrealized holding gains / losses arising  on fixed maturities, available-for- sale		Unrealized holding gains / losses arising on cash flow hedges		Future policy benefits, DAC and VOBA adjustments		Employee benefit plan adjustment		Total
Balances, January 1, 2014	$	434,023	$	25,517	$	(70,000)	$	(43,786)	$	345,754
Other comprehensive income (loss) before reclassifications		381,198		13,089		(38,194)		(67,380)		288,713
Amounts reclassified from AOCI		(31,038)		(5,465)		—		5,054		(31,449)
Net current period other comprehensive income (loss)		350,160		7,624		(38,194)		(62,326)		257,264
Balances, December 31, 2014	$	784,183	$	33,141	$	(108,194)	$	(106,112)	$	603,018

47

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

The following tables present the composition of other comprehensive income (loss):

	Year Ended December 31, 2016
	Before-tax       amount		Tax (expense)       benefit		Net-of-tax       amount
Unrealized holding gains (losses), net, arising on fixed maturities, available-for-sale	$	20,295	$	(7,103)	$	13,192
Unrealized holding gains (losses), net, arising on cash flow hedges		44,776		(15,672)		29,104
Reclassification adjustment for (gains) losses, net, realized in net income		(74,271)		25,995		(48,276)
Net unrealized gains (losses) related to investments		(9,200)		3,220		(5,980)
Future policy benefits, DAC and VOBA adjustments		10,983		(3,844)		7,139
Net unrealized gains (losses)		1,783		(624)		1,159
Employee benefit plan adjustment		1,966		(688)		1,278
Other comprehensive income (loss)	$	3,749	$	(1,312)	$	2,437
	Year Ended December 31, 2015
	Before-tax amount		Tax (expense) benefit		Net-of-tax amount
Unrealized holding gains (losses), net, arising on fixed maturities, available-for-sale	$	(643,880)	$	225,358	$	(418,522)
Unrealized holding gains (losses), net, arising on cash flow hedges		31,061		(10,871)		20,190
Reclassification adjustment for (gains) losses, net, realized in net income		(52,597)		18,409		(34,188)
Net unrealized gains (losses) related to investments		(665,416)		232,896		(432,520)
Future policy benefits, DAC and VOBA adjustments		65,245		(22,836)		42,409
Net unrealized gains (losses)		(600,171)		210,060		(390,111)
Employee benefit plan adjustment		31,586		(11,055)		20,531
Other comprehensive income (loss)	$	(568,585)	$	199,005	$	(369,580)
	Year Ended December 31, 2014
	Before-tax amount		Tax (expense) benefit		Net-of-tax amount
Unrealized holding gains (losses), net, arising on fixed maturities, available-for-sale	$	586,458	$	(205,260)	$	381,198
Unrealized holding gains (losses), net, arising on cash flow hedges		20,137		(7,048)		13,089
Reclassification adjustment for (gains) losses, net, realized in net income		(56,159)		19,656		(36,503)
Net unrealized gains (losses) related to investments		550,436		(192,652)		357,784
Future policy benefits, DAC and VOBA adjustments		(58,760)		20,566		(38,194)
Net unrealized gains (losses)		491,676		(172,086)		319,590
Employee benefit plan adjustment		(95,886)		33,560		(62,326)
Other comprehensive income (loss)	$	395,790	$	(138,526)	$	257,264

48

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

The following table presents the reclassifications from accumulated other comprehensive income (loss):

	Year Ended December 31,
	2016			2015			2014
Details about accumulated other comprehensive income   (loss) components	Amount reclassified from accumulated              other comprehensive income (loss)									Affected line item in the statement where net income is presented
Unrealized holdings (gains) losses, net, arising on fixed maturities, available-for-sale	$	(63,022)		$	(40,217)		$	(47,751)		Other realized investment (gains) losses, net
		(63,022)			(40,217)			(47,751)		Total before tax
		(22,058)			(14,076)			(16,713)		Tax expense or benefit
	$	(40,964)		$	(26,141)		$	(31,038)		Net of tax
Unrealized holdings (gains) losses, net, arising on cash flow hedges	$	(13,906)		$	(12,380)		$	(8,408)		Net investment income
		2,657			—			—		Interest expense
		(11,249)			(12,380)			(8,408)		Total before tax
		(3,937)			(4,333)			(2,943)		Tax expense or benefit
	$	(7,312)		$	(8,047)		$	(5,465)		Net of tax
Amortization of employee benefit plan items
Prior service costs (benefits)	$	(601)	(1)	$	(694)	(1)	$	3,189	(1)
Actuarial losses (gains)		9,882	(1)		12,550	(1)		2,730	(1)
Settlement		—	(1)		—	(1)		1,857	(1)
		9,281			11,856			7,776		Total before tax
		3,248			4,150			2,722		Tax expense or benefit
	$	6,033		$	7,706		$	5,054		Net of tax
Total reclassification	$	(42,243)		$	(26,482)		$	(31,449)		Net of tax

⁽¹⁾ These accumulated other comprehensive income components are included in the computation of net periodic (benefit) cost of employee benefit plans (see Note 17 for additional details).

16.  General Insurance Expenses

The following table summarizes the significant components of general insurance expenses:

	Year Ended December 31,
	2016		2015		2014
Compensation	$	625,364	$	564,008	$	406,601
Commissions		222,028		206,360		210,797
Other		333,835		308,628		163,593
Total general insurance expenses	$	1,181,227	$	1,078,996	$	780,991

49

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

17.  Employee Benefit Plans

Defined Benefit Pension, Post-Retirement Medical, and Supplemental Executive Retirement Plans

The Company has a noncontributory Defined Benefit Pension Plan covering substantially all of its employees that were hired before January 1, 1999. Prior to December 31, 2012, the Company accounted for the Defined Benefit Pension Plan as the direct legal obligation of the Company and accounted for the corresponding plan obligations on its balance sheet and statements of income. Effective December 31, 2012, the Company transferred the sponsorship of the Defined Benefit Pension Plan to GWL&A Financial, the Company’s immediate parent. Despite the change in sponsorship of the Defined Benefit Pension Plan, the Company continues to account for the corresponding plan obligations on its balance sheet and statements of income.

Benefits for the Defined Benefit Pension Plan are based principally on an employee’s years of service and compensation levels near retirement. The Company’s policy for funding the Defined Benefit Pension Plans is to make annual contributions, which equal or exceed regulatory requirements.

The Company sponsors an unfunded Post-Retirement Medical Plan (the “Medical Plan”) that provides health benefits to retired employees who are not Medicare eligible. The Medical Plan is contributory and contains other cost sharing features which may be adjusted annually for the expected general inflation rate. The Company’s policy is to fund the cost of the Medical Plan benefits in amounts determined at the discretion of management.

The Company also provides Supplemental Executive Retirement Plans to certain key executives. These plans provide key executives with certain benefits upon retirement, disability, or death based upon total compensation. The Company has purchased individual life insurance policies with respect to employees covered by these plans. The Company is the owner and beneficiary of the insurance contracts.

A December 31 measurement date is used for the employee benefit plans.

The following tables provide a reconciliation of the changes in the benefit obligations, fair value of plan assets and the underfunded status for the Company’s Defined Benefit Pension, Post-Retirement Medical, and Supplemental Executive Retirement plans:

	Defined Benefit Pension Plan				Post-Retirement Medical Plan				Supplemental Executive Retirement Plan				Total
	Year Ended December 31,				Year Ended December 31,				Year Ended December 31,				Year Ended December 31,
	2016		2015		2016		2015		2016		2015		2016		2015
Change in projected benefit obligation:
Benefit obligation, January 1	$	560,817	$	583,080	$	16,637	$	12,782	$	43,858	$	55,832	$	621,312	$	651,694
Service cost		(1,403)		12,851		1,246		1,042		294		282		137		14,175
Interest cost		25,263		23,987		713		560		1,775		2,122		27,751		26,669
Actuarial (gain) loss		24,928		(42,863)		1,408		3,360		1,911		(9,504)		28,247		(49,007)
Regular benefits paid		(17,315)		(16,238)		(973)		(1,446)		(3,337)		(4,874)		(21,625)		(22,558)
Acquisition		—		—		—		339		—		—		—		339
Benefit obligation, December 31	$	592,290	$	560,817	$	19,031	$	16,637	$	44,501	$	43,858	$	655,822	$	621,312
Accumulated benefit obligation	$	575,024	$	544,011	$	19,031	$	16,637	$	43,098	$	42,182	$	637,153	$	602,830

On January 1, 2015, the Company acquired the retirement business of Putnam, an affiliate of the Company. See Note 2 for additional discussion regarding the acquisition. Per the terms of the Asset Transfer Agreement, the Company was required to give each Putnam employee full credit for the employee’s service period with Putnam prior to the closing date for the purpose of eligibility to participate, vesting and level of benefits under the Post-Retirement Medical Plan. As a result, approximately 150 individuals became eligible participants of the Post-Retirement Medical Plan at January 1, 2015. The transaction was recorded as a prior service cost, which resulted in a $339 increase before tax to other liabilities and expenses and a decrease to accumulated other comprehensive income.

50

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

	Defined Benefit Pension Plan				Post-Retirement Medical Plan				Supplemental Executive Retirement Plan				Total
	Year Ended December 31,				Year Ended December 31,				Year Ended December 31,				Year Ended December 31,
	2016		2015		2016		2015		2016		2015		2016		2015
Change in plan assets:
Value of plan assets, January 1	$	427,131	$	443,962	$	—	$	—	$	—	$	—	$	427,131	$	443,962
Actual return on plan assets		43,271		(593)		—		—		—		—		43,271		(593)
Employer contributions		—		—		973		1,446		3,337		4,874		4,310		6,320
Benefits paid		(17,315)		(16,238)		(973)		(1,446)		(3,337)		(4,874)		(21,625)		(22,558)
Value of plan assets, December 31	$	453,087	$	427,131	$	—	$	—	$	—	$	—	$	453,087	$	427,131
	Defined Benefit Pension Plan				Post-Retirement Medical Plan				Supplemental Executive Retirement Plan				Total
	December 31,				December 31,				December 31,				December 31,
	2016		2015		2016		2015		2016		2015		2016		2015
Under funded status at December 31	$	(139,203)	$	(133,686)	$	(19,031)	$	(16,637)	$	(44,501)	$	(43,858)	$	(202,735)	$	(194,181)
The following table presents amounts recognized in the consolidated balance sheets for the Company’s Defined Benefit Pension, Post-Retirement Medical, and Supplemental Executive Retirement plans:
	Defined Benefit Pension Plan				Post-Retirement Medical Plan				Supplemental Executive Retirement Plan				Total
	December 31,				December 31,				December 31,				December 31,
	2016		2015		2016		2015		2016		2015		2016		2015
Amounts recognized in consolidated balance sheets:
Other liabilities	$	(139,203)	$	(133,686)	$	(19,031)	$	(16,637)	$	(44,501)	$	(43,858)	$	(202,735)	$	(194,181)
Accumulated other comprehensive income (loss)		(133,055)		(139,316)		5,715		8,540		(2,360)		(890)		(129,700)		(131,666)
The following table provides information regarding amounts in AOCI that have not yet been recognized as components of net periodic benefit cost at December 31, 2016:
	Defined Benefit Pension Plan				Post-Retirement Medical Plan				Supplemental Executive Retirement Plan				Total
	Gross		Net of tax		Gross		Net of tax		Gross		Net of tax		Gross		Net of tax
Net gain (loss)	$	(133,055)	$	(86,486)	$	5,091	$	3,309	$	(660)	$	(429)	$	(128,624)	$	(83,606)
Net prior service (cost) credit		—		—		624		406		(1,700)		(1,105)		(1,076)		(699)
	$	(133,055)	$	(86,486)	$	5,715	$	3,715	$	(2,360)	$	(1,534)	$	(129,700)	$	(84,305)
The following table provides information regarding amounts in AOCI that are expected to be recognized as components of net periodic benefit costs during the year ended December 31, 2017:
	Defined Benefit Pension Plan				Post-Retirement Medical Plan				Supplemental Executive Retirement Plan				Total
	Gross		Net of tax		Gross		Net of tax		Gross		Net of tax		Gross		Net of tax
Net gain (loss)	$	(8,799)	$	(5,719)	$	210	$	137	$	54	$	35	$	(8,535)	$	(5,547)
Prior service (cost) credit		—		—		453		294		(501)		(326)		(48)		(32)
	$	(8,799)	$	(5,719)	$	663	$	431	$	(447)	$	(291)	$	(8,583)	$	(5,579)

51

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

The expected benefit payments for the Company’s Defined Benefit Pension, Post-Retirement Medical, and Supplemental Executive Retirement plans for the years indicated are as follows:

	Defined Benefit   Pension Plan		Post-Retirement   Medical Plan		Supplemental Executive   Retirement Plan
2017	$	16,600	$	856	$	3,435
2018		20,029		843		2,775
2019		21,231		917		2,460
2020		22,694		946		2,438
2021		24,820		1,028		2,400
2022 through 2026		154,223		6,776		27,188

Net periodic (benefit) cost of the Defined Benefit Pension, Post-Retirement Medical, and Supplemental Executive Retirement plans included in general insurance expenses in the accompanying consolidated statements of income includes the following components:

	Defined Benefit Pension Plan
	Year Ended December 31,
	2016		2015		2014
Components of net periodic cost:
Service cost	$	(1,403)	$	12,851	$	4,952
Interest cost		25,263		23,987		23,068
Expected return on plan assets		(22,339)		(28,345)		(29,288)
Amortization of unrecognized prior service cost		—		13		51
Amortization of loss from earlier periods		10,260		12,398		2,898
Net periodic cost	$	11,781	$	20,904	$	1,681

	Post-Retirement Medical Plan
	Year Ended December 31,
	2016		2015		2014
Components of net periodic benefit:
Service cost	$	1,246	$	1,042	$	985
Interest cost		713		560		574
Amortization of unrecognized prior service benefit		(1,102)		(1,640)		(1,706)
Amortization of gain from earlier periods		(317)		(511)		(450)
Net periodic benefit	$	540	$	(549)	$	(597)

	Supplemental Executive Retirement Plan
	Year Ended December 31,
	2016		2015		2014
Components of net periodic cost:
Service cost	$	294	$	282	$	586
Interest cost		1,775		2,122		2,528
Amortization of unrecognized prior service cost		501		933		4,844
Amortization of loss from earlier periods		(61)		663		282
Settlement		—		—		1,857
Net periodic cost	$	2,509	$	4,000	$	10,097

52

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

On August 1, 2014, the Company made a lump-sum benefit payment from the Supplemental Executive Retirement Plan. The lump-sum distribution resulted in the settlement of 21% of the Supplemental Executive Retirement Plan’s projected benefit obligation and exceeded the total of the projected service cost and interest cost for the plan year. In connection with this settlement during the third quarter of 2014, the Company reclassified a $1,857 loss before tax to earnings from accumulated other comprehensive income. The lump-sum benefit payment also resulted in the recognition of $3,911 of prior service costs within earnings from accumulated other comprehensive income.

The following tables present the assumptions used in determining benefit obligations of the Defined Benefit Pension, Post-Retirement Medical, and the Supplemental Executive Retirement plans:

	Defined Benefit Pension Plan
	December 31,
	2016		2015
Discount rate		4.20%		4.55%
Rate of compensation increase		4.47%		4.47%

	Post-Retirement Medical Plan
	December 31,
	2016		2015
Discount rate		4.05%		4.31%
Initial health care cost trend		6.75%		7.00%
Ultimate health care cost trend		5.00%		5.00%
Year ultimate trend is reached		2024		2024

	Supplemental Executive Retirement Plan
	December 31,
	2016		2015
Discount rate		3.80%		4.22%
Rate of compensation increase		4.00%		4.00%

During 2016, the Company adopted the Society of Actuaries Mortality Improvement Scale (MP-2016).

During 2015, the Company adopted the Society of Actuaries 2015 Mortality Tables Report (RP-2015) and Mortality Improvement Scale (MP-2015), which adjusted the mortality assumptions used to measure retirement plan obligations. These mortality assumptions are an update to the tables adopted in 2014, to reflect two additional years of U.S. population mortality improvement data.

The following tables present the assumptions used in determining the net periodic (benefit) cost of the Defined Benefit Pension, Post-Retirement Medical, and the Supplemental Executive Retirement plans:

	Defined Benefit Pension Plan
	Year Ended December 31,
	2016		2015
Discount rate		4.55%		4.17%
Expected return on plan assets		6.00%		6.50%
Rate of compensation increase		4.47%		4.47%

53

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

	Post-Retirement Medical Plan
	Year Ended December 31,
	2016		2015
Discount rate		4.31%		3.94%
Initial health care cost trend		7.00%		6.50%
Ultimate health care cost trend		5.00%		5.00%
Year ultimate trend is reached		2024		2018
	Supplemental Executive Retirement Plan
	Year Ended December 31,
	2016		2015
Discount rate		4.22%		3.99%
Rate of compensation increase		4.00%		4.00%

The discount rate has been set based on the rates of return on high-quality fixed-income investments currently available and expected to be available during the period the benefits will be paid. In particular, the yields on bonds rated AA or better on the measurement date have been used to set the discount rate.

The following table presents the impact on the Post-Retirement Medical Plan that a one-percentage-point change in assumed health care cost trend rates would have on the following:

	One percentage     point increase		One percentage     point decrease
Increase (decrease) on total service and interest cost on components	$	322	$	(269)
Increase (decrease) on post-retirement benefit obligation		2,430		(2,083)

The following table presents how the Company’s Defined Benefit Pension Plan assets are invested:

	December 31,
	2016		2015
Equity securities		45%		67%
Debt securities		39%		31%
Other		16%		2%
Total		100%		100%

54

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

The following tables present information about the Defined Benefit Retirement Plan’s assets measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation approach utilized to determine such fair value:

	Defined benefit plan assets measured at fair value on a recurring basis
	December 31, 2016
	Quoted prices in active markets     for identical assets     (Level 1)		Significant     other observable     inputs (Level 2)		Significant         unobservable         inputs (Level 3)		Total
Common collective trust funds: (1)
Equity index funds	$	—	$	—	$	—	$	34,578
Midcap index funds		—		—		—		35,330
World equity index funds		—		—		—		44,235
U.S. equity market funds		—		—		—		45,614
International equity funds		—		—		—		11,143
Total common collective trust funds		—		—		—		170,900
Fixed maturity investments:
U.S. government direct obligations and agencies		—		5,672		—		5,672
Obligations of U.S. states and their municipalities		—		18,670		—		18,670
Corporate debt securities		—		141,102		1,316		142,418
Asset-backed securities		—		7,828		—		7,828
Commercial mortgage-backed securities		—		2,884		—		2,884
Total fixed maturity investments		—		176,156		1,316		177,472
Equity investments:
Fixed income mutual funds		21,321		—		—		21,321
Equity mutual funds		11,106		—		—		11,106
Preferred stock		640		—		—		640
Total equity investments		33,067		—		—		33,067
Limited partnership investments (1)		—		—		—		7,022
Money market funds		62,883		—		—		62,883
Total defined benefit plan assets	$	95,950	$	176,156	$	1,316	$	451,344

⁽¹⁾ Fair values of Common collective trust funds and Limited partnership investments are estimated using net asset value per unit as a practical expedient which are excluded from the disclosure requirement to classify amounts in the fair value hierarchy in connection with the adoption of ASU 2015-07.

55

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

	Defined benefit plan assets measured at fair value on a recurring basis
	December 31, 2015
	Quoted prices in active markets     for identical assets     (Level 1)		Significant     other observable     inputs (Level 2)		Significant         unobservable         inputs (Level 3)		Total
Common collective trust funds: (1)
Equity index funds	$	—	$	—	$	—	$	94,751
Midcap index funds		—		—		—		88,267
World equity index funds		—		—		—		8,511
U.S. equity market funds		—		—		—		94,471
Total common collective trust funds		—		—		—		286,000
Fixed maturity investments:
U.S. government direct obligations and agencies		—		6,753		—		6,753
Obligations of U.S. states and their municipalities		—		19,074		—		19,074
Corporate debt securities		—		93,811		—		93,811
Asset-backed securities		—		8,149		—		8,149
Commercial mortgage-backed securities		—		2,926		—		2,926
Total fixed maturity investments		—		130,713		—		130,713
Preferred stock		280		—		—		280
Limited partnership investments (1)		—		—		—		7,654
Money market funds		2,484		—		—		2,484
Total defined benefit plan assets	$	2,764	$	130,713	$	—	$	427,131

⁽¹⁾  Fair values of Common collective trust funds and Limited partnership investments are estimated using net asset value per unit as a practical expedient which are excluded from the disclosure requirement to classify amounts in the fair value hierarchy in connection with the adoption of ASU 2015-07.

The following tables present additional information about assets of the Defined Benefit Retirement Plan measured at fair value on a recurring basis and for which the Company has utilized Level 3 inputs to determine fair value:

	Recurring Level 3 financial assets
	Corporate debt securities
	Year Ended December 31,
	2016		2015
Balance, January 1	$	—	$	—
Actual return on plan assets		54		—
Settlements		(213)		—
Transfers into Level 3 (1)		1,475		—
Balance, December 31	$	1,316	$	—

⁽¹⁾  Transfers into Level 3 are due primarily to decreased observability of inputs in valuation methodologies.

The investment objective of the Defined Benefit Pension Plan is to provide a risk-adjusted return that will ensure the payment of benefits while protecting against the risk of substantial investment losses. Correlations among the asset classes are used to identify an asset mix that the Company believes will provide the most attractive returns. Long-term return forecasts for each asset class using historical data and other qualitative considerations to adjust for projected economic forecasts are used to set the expected rate of return for the entire portfolio.

56

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

The Defined Benefit Pension Plan utilizes various investment securities. Generally, investment securities are exposed to various risks, such as interest rate risks, credit risk, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur and that such changes could materially affect the amounts reported.

The following table presents the ranges the Company targets for the allocation of invested Defined Benefit Pension Plan assets at December 31, 2017:

	December 31, 2017
Equity securities		30%
Debt securities		52%
Other		18%
Total		100%

Management estimates the value of these investments will be recoverable. The Company does not expect any plan assets to be returned to it during the year ended December 31, 2017. The Company expects to make payments of approximately $856 with respect to its Post-Retirement Medical Plan and $3,435 with respect to its Supplemental Executive Retirement Plan during the year ended December 31, 2017.

Other employee benefit plans

The Company has an executive deferred compensation plan providing key executives with the opportunity to participate in an unfunded deferred compensation program. Under the program, participants may defer base compensation and bonuses and earn interest on the amounts deferred. The program is not qualified under Section 401 of the Internal Revenue Code. Participant balances, which are reflected in other liabilities in the accompanying consolidated balance sheets, are $7,236 and $8,678 at December 31, 2016, and 2015, respectively. The participant deferrals earned interest at the average rates of 6.42% and 6.48% during the years ended December 31, 2016, and 2015, respectively. The interest rate is based on the Moody’s Average Annual Corporate Bond Index rate plus 0.45% for actively employed participants and fixed rates ranging from 4.12% to 5.03% for retired participants.

The Company offers an unfunded, non-qualified deferred compensation plan to a select group of management and highly compensated individuals. Participants defer a portion of their compensation and realize potential market gains or losses on the invested contributions. The program is not qualified under Section 401 of the Internal Revenue Code. Participant balances, which are included in other liabilities in the accompanying consolidated balance sheets, are $21,758 and $18,654 at December 31, 2016, and 2015, respectively.

The Company sponsors a qualified defined contribution benefit plan covering all employees. Under this plan, employees may contribute a percentage of their annual compensation to the plan up to certain maximums, as defined by the plan and by the Internal Revenue Service (“IRS”). Currently, the Company matches a percentage of employee contributions in cash. The Company recognized $12,364, $13,016, and $8,479 in expense related to this plan for the years ended December 31, 2016, 2015, and 2014, respectively.

18.   Income Taxes

The provision for income taxes is comprised of the following:

	Year Ended December 31,
	2016		2015		2014
Current	$	32,031	$	76,842	$	80,859
Deferred		53,481		21,682		75,044
Total income tax provision	$	85,512	$	98,524	$	155,903

57

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

The following table presents a reconciliation between the statutory federal income tax rate and the Company’s effective federal income tax rate:

	Year Ended December 31,
	2016			2015			2014
Statutory federal income tax rate		35.0 %			35.0 %			35.0 %
Income tax effect of:
Investment income not subject to federal tax		(3.0)%			(3.0)%			(1.8)%
Tax credits		(6.9)%			(0.2)%			(0.3)%
State income taxes, net of federal benefit		2.3 %			3.2 %			1.0 %
Income tax contingency provisions		— %			— %			(1.2)%
Other, net		(0.4)%			(0.9)%			0.2 %
Effective federal income tax rate		27.0 %			34.1 %			32.9 %
A reconciliation of unrecognized tax benefits is as follows:
	Year Ended December 31,
	2016			2015			2014
Balance, beginning of year	$	23,093		$	26,890		$	21,154
Additions to tax positions in the current year		—			1,383			13,931
Additions to tax positions in the prior year		1,902			50			—
Reductions to tax positions from statutes expiring		(7,727	)		(5,230	)		(8,195	)
Balance, end of year	$	17,268		$	23,093		$	26,890

There were no tax benefits included in the unrecognized tax benefits of $17,268 at December 31, 2016, that would impact the annual effective tax rate. The Company does not anticipate material changes to its unrecognized tax benefits in the next twelve months.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits in current income tax expense. The Company recognized decreases of $153, $193, and $2,916 in interest and penalties related to the uncertain tax positions during the years ended December 31, 2016, 2015, and 2014, respectively. The Company had approximately $864 and $1,017 accrued for the payment of interest and penalties at December 31, 2016, and 2015, respectively.

The Company files income tax returns in the U.S. federal jurisdiction and various states. With few exceptions, the Company is no longer subject to U.S. federal income tax examinations by tax authorities for years 2012 and prior. Tax years 2013 through 2015 are open to federal examination by the I.R.S. The Company does not expect significant increases or decreases to unrecognized tax benefits relating to federal, state, or local audits.

58

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

Deferred income taxes represent the tax effect of the differences between the book and tax bases of assets and liabilities. The tax effect of temporary differences, which give rise to the deferred tax assets and liabilities, is as follows:

	December 31,
	2016				2015
	Deferred         tax asset		Deferred         tax liability		Deferred         tax asset		Deferred         tax liability
Policyholder reserves	$	—	$	278,632	$	—	$	262,822
Deferred acquisition costs		—		28,071		—		8,533
Investment assets		—		233,583		—		221,303
Policyholder dividends		8,583		—		8,919		—
Net operating loss carryforward		96,693		—		113,637		—
Pension plan accrued benefit liability		83,562		—		79,945		—
Goodwill		—		35,306		—		33,034
Experience rated refunds		6,654		—		12,673		—
Tax credits		168,597		—		154,017		—
Other		19,592		—		19,385		—
Total deferred taxes	$	383,681	$	575,592	$	388,576	$	525,692

The deferred tax liability amounts presented for investment assets above include $172,405 and $171,780 related to the net unrealized losses (gains) on the Company’s investments, which are classified as available-for-sale at December 31, 2016, and 2015, respectively.

The Company, together with certain of its subsidiaries, and Lifeco U.S. have entered into an income tax allocation agreement whereby Lifeco U.S. files a consolidated federal income tax return. Under the agreement, these companies are responsible for and will receive the benefits of any income tax liability or benefit computed on a separate tax return basis.

As of December 31, 2016, the subsidiary had net operating loss carry forwards expiring as follows:

Year	Amount
2021	$	5,977
2022		136,796
2023		81,693
2028		2,215
Total	$	226,681

During the years ended December 31, 2016, 2015, and 2014, the Company generated $215, $3,295, and $15,506 of Guaranteed Federal Low Income Housing tax credit carryforwards, respectively. As of December 31, 2016, the total credit carryforward for Low Income Housing is $143,105. These credits will begin to expire in 2030.

The Company generated $4,286 of foreign tax credit carryforwards during the year ended December 31, 2016. During the years ended December 31, 2010 through December 31, 2015, the Company generated credit carryforwards of $21,025. The Company determined in 2016 that it will amend its prior year previously filed federal income tax returns in order to elect to claim foreign tax credits in lieu of foreign tax expense. These credits will begin to expire in 2020.

Included in due from parent and affiliates at December 31, 2016, and 2015 is $35,093 and $11,790, respectively, of income taxes receivable primarily from Lifeco U.S. related to the consolidated income tax return filed by the Company and certain subsidiaries.

Included in the consolidated balance sheets at December 31, 2016, and 2015 is $7,819 and $7,721, respectively, of income taxes receivable in other assets primarily related to the separate state income tax returns filed by certain subsidiaries.

59

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

19.  Segment Information

The Chief Operating Decision Maker (“CODM”) of the Company is also the Chief Executive Officer (“CEO”) of the Company and Lifeco U.S. The CODM reviews the financial information for the purposes of assessing performance and allocating resources based upon the results of Lifeco U.S. and other U.S. affiliates prepared in accordance with International Financial Reporting Standards. The CODM, in his capacity as CEO of the Company, reviews the Company’s financial information only in connection with the quarterly and annual reports that are filed with the Securities and Exchange Commission (“SEC”). Consequently, the Company does not provide its discrete financial information to the CODM to be regularly reviewed to make decisions about resources to be allocated or to assess performance. For purposes of SEC reporting requirements, the Company has chosen to present its financial information in three segments, notwithstanding the above. The three segments are: Individual Markets, Empower Retirement, and Other.

Individual Markets

The Individual Markets reporting and operating segment distributes life insurance and individual annuity products to both individuals and businesses through various distribution channels. Life insurance products in-force include participating and non-participating term life, whole life, universal life, and variable universal life.

Empower Retirement

The Empower Retirement reporting and operating segment provides various retirement plan products and investment options as well as comprehensive administrative and recordkeeping services for financial institutions and employers, which include educational, advisory, enrollment, and communication services for employer-sponsored defined contribution plans and associated defined benefit plans.

Other

The Company’s Other reporting segment is substantially comprised of activity under the assumption of reinsurance between GWSC and CLAC (“the GWSC operating segment”), corporate items not directly allocated to the other operating segments and interest expense on long-term debt.

The accounting principles used to determine segment results are the same as those used in the consolidated financial statements. The Company evaluates performance of its reportable segments based on their profitability from operations after income taxes. Inter-segment transactions and balances have been eliminated in consolidation. The Company’s operations are not materially dependent on one or a few customers, brokers, or agents.

60

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

The following tables summarize segment financial information:

	Year Ended December 31, 2016
	Individual Markets		Empower Retirement		Other		Total
Revenue:
Premium income	$	379,127	$	1,853	$	84,369	$	465,349
Fee income		99,514		851,620		5,683		956,817
Other revenue		—		12,261		—		12,261
Net investment income		798,557		428,327		49,675		1,276,559
Realized investments gains (losses), net		40,899		51,209		774		92,882
Total revenues		1,318,097		1,345,270		140,501		2,803,868
Benefits and expenses:
Policyholder benefits		969,182		206,143		65,698		1,241,023
Operating expenses		175,016		1,002,129		69,096		1,246,241
Total benefits and expenses		1,144,198		1,208,272		134,794		2,487,264
Income before income taxes		173,899		136,998		5,707		316,604
Income tax expense		58,601		25,144		1,767		85,512
Net income	$	115,298	$	111,854	$	3,940	$	231,092
	December 31, 2016
	Individual Markets		Empower Retirement		Other		Total
Assets:
Investments	$	16,770,772	$	12,195,748	$	1,634,330	$	30,600,850
Other assets		1,453,717		1,057,148		141,666		2,652,531
Separate account assets		7,521,475		19,516,290		—		27,037,765
Assets of continuing operations	$	25,745,964	$	32,769,186	$	1,775,996		60,291,146
Assets of discontinued operations								17,652
Total assets							$	60,308,798

61

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

	Year Ended December 31, 2015
	Individual Markets		Empower Retirement		Other		Total
Revenue:
Premium income	$	360,783	$	533	$	84,234	$	445,550
Fee income		87,471		853,076		3,979		944,526
Other revenue		—		13,563		—		13,563
Net investment income		801,935		398,639		53,856		1,254,430
Realized investments gains (losses), net		28,864		54,752		94		83,710
Total revenues		1,279,053		1,320,563		142,163		2,741,779
Benefits and expenses:
Policyholder benefits		931,631		201,791		101,205		1,234,627
Operating expenses		159,719		992,564		65,890		1,218,173
Total benefits and expenses		1,091,350		1,194,355		167,095		2,452,800
Income (loss) before income taxes		187,703		126,208		(24,932)		288,979
Income tax expense (benefit)		64,360		43,058		(8,894)		98,524
Net income (loss)	$	123,343	$	83,150	$	(16,038)	$	190,455
	December 31, 2015
	Individual Markets		Empower Retirement		Other		Total
Assets:
Investments	$	16,074,681	$	10,966,096	$	1,770,249	$	28,811,026
Other assets		1,358,934		927,061		149,655		2,435,650
Separate account assets		7,031,013		19,600,180		—		26,631,193
Assets of continuing operations	$	24,464,628	$	31,493,337	$	1,919,904		57,877,869
Assets of discontinued operations								21,910
Total assets							$	57,899,779

62

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

	Year Ended December 31, 2014
	Individual Markets		Empower Retirement		Other		Total
Revenue:
Premium income	$	360,305	$	1,215	$	84,875	$	446,395
Fee income		95,631		629,533		4,015		729,179
Other revenue		—		7,506		—		7,506
Net investment income		748,015		426,340		54,033		1,228,388
Realized investments gains (losses), net		44,381		102,597		393		147,371
Total revenues		1,248,332		1,167,191		143,316		2,558,839
Benefits and expenses:
Policyholder benefits		902,982		206,339		113,124		1,222,445
Operating expenses		136,850		647,165		79,107		863,122
Total benefits and expenses		1,039,832		853,504		192,231		2,085,567
Income (loss) before income taxes		208,500		313,687		(48,915)		473,272
Income tax expense (benefit)		68,719		104,162		(16,978)		155,903
Net income (loss)	$	139,781	$	209,525	$	(31,937)	$	317,369

63

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

20.  Share-Based Compensation

Equity Awards

Lifeco, of which the Company is an indirect wholly-owned subsidiary, maintains the Great-West Lifeco Inc. Stock Option Plan (the “Lifeco plan”) that provides for the granting of options on its common shares to certain of its officers and employees and those of its subsidiaries, including the Company. Options are granted with exercise prices not less than the average market price of the shares on the five days preceding the date of the grant. The Lifeco plan provides for the granting of options with varying terms and vesting requirements with vesting commencing on the first anniversary of the grant, exercisable within 10 years from the date of grant.

Termination of employment prior to the vesting of the options results in the forfeiture of the unvested options, unless otherwise determined by Human Resources Committee. At its discretion the Human Resources Committee may vest the unvested options of retiring option holders, with the options exercisable within five years from the date of retirement. In such event, the Company accelerates the recognition period to the date of retirement for any unrecognized share-based compensation cost related thereto and recognizes it in its earnings at that time.

Liability Awards

The Company maintains a Performance Share Unit Plan (“PSU plan”) for senior executives of the Company. Under the PSU plan, “performance share units” are granted to certain senior executives of the Company. Each performance unit has a value equal to one share of Lifeco common stock and is subject to adjustment for cash dividends paid to Lifeco stockholders, Company earnings results as well as stock dividends and splits, consolidations and the like that affect shares of Lifeco common stock outstanding.

If the performance share units vest, they are payable in cash equal to the average closing price of Lifeco common stock for the 20 trading days prior to the date following the last day of the three-year performance period. The estimated fair value of the performance unit is based on the average closing price of Lifeco common stock for the twenty trading days prior to the grant. The performance share units generally vest in their entirety at the end of the three years performance period based on continued service. The PSU plan contains a provision that permits all unvested performance share units to become vested upon death or retirement.

Performance share units are settled in cash and are recorded as liabilities until payout is made. Unlike share-settled awards, which have a fixed grant-date fair value, the fair value of unsettled or unvested liabilities awards is remeasured at the end of each reporting period based on the change in fair value of one share of Lifeco common stock. The liability and corresponding expense are adjusted accordingly until the award is settled.

Compensation Expense Related to Share-Based Compensation

The compensation expense related to share-based compensation was as follows:

	Year Ended December 31,
	2016		2015		2014
Lifeco Stock Plan	$	2,190	$	1,655	$	3,384
Performance Share Unit Plan		5,318		2,320		6,263
Total compensation expense	$	7,508	$	3,975	$	9,647
Income tax benefits	$	2,458	$	1,143	$	2,404

64

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

The following table presents the total unrecognized compensation expense related to share-based compensation at December 31, 2016, and the expected weighted average period over which these expenses will be recognized:

	Expense		Weighted average period (years)
Lifeco Stock Plan	$	2,684		1.7
Performance Share Unit Plan		6,403		1.4

Equity Award Activity

During the year ended December 31, 2016, Lifeco granted 973,100 stock options to employees of the Company. These stock options vest over five - year periods ending in 2021. Compensation expense of $2,664 will be recognized in the Company’s financial statements over the vesting period of these stock options using the accelerated method of recognition.

The following table summarizes the status of, and changes in, the Lifeco plan options granted to Company employees which are outstanding. The options granted relate to underlying stock traded in Canadian dollars on the Toronto Stock Exchange; therefore, the amounts, which are presented in United States dollars, will fluctuate as a result of exchange rate fluctuations.

			Weighted average
	Shares under option		Exercise price (Whole dollars)		Remaining contractual term (Years)		Intrinsic value (1)
Outstanding, January 1, 2016		3,633,343	$	21.68
Granted		973,100		25.88
Exercised		(359,345)		20.03
Cancelled and expired		(185,097)		25.87
Outstanding, December 31, 2016		4,062,001		23.25		6.1	$	12,814
Vested and expected to vest, December 31, 2016		4,062,001	$	23.25		6.1	$	12,814
Exercisable, December 31, 2016		2,292,059	$	21.81		4.3	$	10,654

⁽¹⁾ The aggregate intrinsic value is calculated as the difference between the market price of Lifeco common shares on December 31, 2016, and the exercise price of the option (only if the result is positive) multiplied by the number of options.

The following table presents additional information regarding stock options under the Lifeco plan:

	Year Ended December 31,
	2016		2015		2014
Weighted average fair value of options granted	$	2.74	$	3.33	$	5.53
Intrinsic value of options exercised (1)		2,102		4,234		401
Fair value of options vested		1,605		1,670		4,491

⁽¹⁾ The intrinsic value of options exercised is calculated as the difference between the market price of Lifeco common shares on the date of exercise and the exercise price of the option multiplied by the number of options exercised.

65

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

The fair value of the options granted during the years ended December 31, 2016, 2015, and 2014 was estimated on the date of the grant using the Black-Scholes option-pricing model with the following weighted average assumptions:

	Year Ended December 31,
	2016		2015		2014
Dividend yield		3.99%		3.66%		3.95%
Expected volatility		19.03%		19.10%		26.63%
Risk free interest rate		0.80%		0.90%		1.75%
Expected duration (years)		6.0		6.0		6.0

Liability Award Activity

The following table summarizes the status of, and changes in, the Performance Share Unit Plan units granted to Company employees which are outstanding:

	Performance Units
Outstanding, January 1, 2016		440,089
Granted		313,837
Forfeited		(3,158)
Exercised		(151,857)
Outstanding, December 31, 2016		598,911
Vested and expected to vest, December 31, 2016		598,911

The cash payment in settlement of the Performance Share Unit Plan units was $3,988 and $6,375 for the years ended December 31, 2016, and 2015, respectively.

21.  Commitments and Contingencies

Commitments

The following table summarizes the Company’s future purchase obligations and commitments:

	Payment due by period
	Less than one year		One to three years		Three to five years		More than five years		Total
Related party long-term debt - principal (1)	$	—	$	—	$	—	$	528,400	$	528,400
Related party long-term debt - interest (2)		24,683		49,365		49,365		451,951		575,364
Investment purchase obligations (3)		438,458		—		—		—		438,458
Operating leases (4)		14,152		23,830		13,114		69		51,165
Other liabilities (5)		28,147		16,046		11,389		33,964		89,546
Total	$	505,440	$	89,241	$	73,868	$	1,014,384	$	1,682,933

⁽¹⁾ Related party long-term debt principal - Represents contractual maturities of principal due to the Company’s parent, GWL&A Financial, under the terms of two long-term surplus notes. The amounts shown in this table differ from the amounts included in the Company’s consolidated balance sheet because the amounts shown above do not consider the discount upon the issuance of one of the surplus notes.

⁽²⁾ Related party long-term debt interest - One long-term surplus note bears interest at a fixed rate through maturity. The other surplus note bears a variable interest rate plus the then-current three-month London Interbank Offering Rate (“LIBOR”). The interest payments shown in this table are calculated based upon the contractual rates in effect on December 31, 2016, and do not consider the impact of future interest rate changes.

66

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

⁽³⁾ Investment purchase obligations - The Company makes commitments to fund partnership interests, mortgage loans on real estate, 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 on real estate is based on the expiration date of the commitment. The amounts of these unfunded commitments at December 31, 2016, and 2015, were $438,458 and $50,692, of which $93,440 and $8,692 were related to cost basis limited partnership interests, respectively, all of which is due within one year from the dates indicated.

⁽⁴⁾ Operating leases - The Company is obligated to make payments under various non-cancelable operating leases, primarily for office space. Contractual provisions exist that could increase the lease obligations presented, including operating expense escalation clauses. Management does not consider the impact of any such clauses to be material to the Company’s operating lease obligations. The Company incurred rent expense, net of sublease income, of $12,575, $12,050, and $7,628 for the years ended December 31, 2016, 2015, and 2014, respectively and is recorded in general insurance expense. The Company’s total future operating lease obligation will be reduced by minimum reimbursement of $7,301 due in the future under non-cancelable agreements.

From time to time, the Company enters into agreements or contracts, including capital leases, to purchase goods or services in the normal course of its business. However, these agreements and contracts are not material and are excluded from the table above.

⁽⁵⁾ Other liabilities - Other liabilities include those other liabilities which represent contractual obligations not included elsewhere in the table above. If the timing of the payment of any other liabilities was sufficiently uncertain, the amounts were included in the less than one year category. Other liabilities presented in the table above include:

• Expected contributions to the Company’s defined benefit pension plan and benefit payments for the Post-Retirement Medical Plan and Supplemental Executive Retirement Plan.

• Miscellaneous purchase obligations to acquire goods and services.

• Unrecognized tax benefits

The Company has a revolving credit facility agreement in the amount of $50,000 for general corporate purposes. The credit facility expires on March 1, 2018. Interest accrues at a rate dependent on various conditions and terms of borrowings. The agreement requires, among other things, the Company to maintain a minimum adjusted net worth, of $1,100,000, as defined in the credit facility agreement (both compiled on the unconsolidated statutory accounting basis prescribed by the NAIC), for each quarter ending after December 31, 2015. The Company was in compliance with all covenants at December 31, 2016, and 2015. At December 31, 2016, and 2015 there were no outstanding amounts related to the current and prior credit facilities.

GWSC and CLAC are parties to a reinsurance agreement pursuant to which GWSC assumes term life insurance from CLAC. GWL&A Financial obtained two letters of credit for the benefit of the Company as collateral under the GWSC and CLAC reinsurance agreement for policy liabilities and capital support. The first letter of credit is for $1,165,030 and renews annually until it expires on July 3, 2027. The second letter of credit is for $70,000 and renews annually until it expires on December 31, 2017. At December 31, 2016, and 2015, there were no outstanding amounts related to the letters of credit. See Note 4 for additional discussion regarding these letters of credit.

In addition, the Company has other letters of credit with a total amount of $9,095, renewable annually for an indefinite period of time. At December 31, 2016, and 2015, there were no outstanding amounts related to those letters of credit.

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 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.

67

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

Notes to Consolidated Financial Statements

(Dollars in Thousands, Except Share Amounts)

The Company is defending lawsuits relating to the costs and features of certain retirement or fund products. These actions have not reached the trial stage. Management believes the claims are without merit and will defend these actions. Based on the information known, these actions will not have a material adverse effect on the consolidated 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 consolidated financial position, results of its operations, or cash flows.

22.  Subsequent Events

On February 6, 2017, the Company’s Board of Directors declared dividends of $77,000, payable on March 15, 2017, to its sole shareholder, GWL&A Financial.

68

Variable Annuity-1 Series

Account of Great-West Life

& Annuity Insurance

Company

Annual Statement for the Year Ended

December 31, 2016 and Report of Independent

Registered Public Accounting Firm

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	AB VPS GROWTH AND INCOME PORTFOLIO		AB VPS GROWTH PORTFOLIO		AB VPS INTERNATIONAL GROWTH PORTFOLIO		AB VPS INTERNATIONAL VALUE PORTFOLIO		AB VPS REAL ESTATE     INVESTMENT     PORTFOLIO		AB VPS SMALL/MID CAP VALUE PORTFOLIO
ASSETS:
Investments at fair value (1)	$	8,032,356	$	2,940,616	$	8,543,177	$	2,791,792	$	18,919,015	$	7,049,220
Investment income due and accrued
Receivable for investments sold						580
Purchase payments receivable										40
Due from Great West Life & Annuity Insurance Company		72,100				17,412		2,162		264,782		993
Total assets		8,104,456		2,940,616		8,561,169		2,793,954		19,183,837		7,050,213
LIABILITIES:
Payable for investments purchased										40
Redemptions payable						580
Due to Great West Life & Annuity Insurance Company		462		168		507		165		1,064		423
Total liabilities		462		168		1,087		165		1,104		423
NET ASSETS	$	8,103,994	$	2,940,448	$	8,560,082	$	2,793,789	$	19,182,733	$	7,049,790
NET ASSETS REPRESENTED BY:
Accumulation units	$	7,904,272	$	2,940,448	$	8,414,455	$	2,776,215	$	18,096,917	$	7,047,253
Contracts in payout phase		199,722				145,627		17,574		1,085,816		2,537
NET ASSETS	$	8,103,994	$	2,940,448	$	8,560,082	$	2,793,789	$	19,182,733	$	7,049,790
ACCUMULATION UNITS OUTSTANDING		415,321		167,725		633,996		347,759		486,090		338,960
UNIT VALUE (ACCUMULATION)	$	19.03	$	17.53	$	13.27	$	7.98	$	37.23	$	20.79
(1)   Cost of investments:	$	5,688,084	$	3,267,060	$	8,962,635	$	2,993,246	$	20,364,324	$	6,934,916
Shares of investments:		257,365		105,210		492,686		210,225		2,051,954		347,423

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	ALGER BALANCED     PORTFOLIO		ALGER CAPITAL APPRECIATION PORTFOLIO		ALGER LARGE CAP GROWTH PORTFOLIO		ALGER MID CAP   GROWTH PORTFOLIO		ALPS RED ROCKS LISTED PRIVATE EQUITY PORTFOLIO		AMERICAN CENTURY   INVESTMENTS   VP BALANCED FUND
ASSETS:
Investments at fair value (1)	$	823,607	$	435,341	$	21,208,770	$	3,845,715	$	8,868	$	18,753,654
Investment income due and accrued
Receivable for investments sold						1,553
Purchase payments receivable
Due from Great West Life & Annuity Insurance Company		7,916				53,935		17,967				9,519
Total assets		831,523		435,341		21,264,258		3,863,682		8,868		18,763,173
LIABILITIES:
Payable for investments purchased
Redemptions payable						1,553
Due to Great West Life & Annuity Insurance Company		47		19		1,375		243				1,112
Total liabilities		47		19		2,928		243		0		1,112
NET ASSETS	$	831,476	$	435,322	$	21,261,330	$	3,863,439	$	8,868	$	18,762,061
NET ASSETS REPRESENTED BY:
Accumulation units	$	806,689	$	435,322	$	21,018,430	$	3,788,455	$	8,868	$	18,685,720
Contracts in payout phase		24,787				242,900		74,984				76,341
NET ASSETS	$	831,476	$	435,322	$	21,261,330	$	3,863,439	$	8,868	$	18,762,061
ACCUMULATION UNITS OUTSTANDING		45,874		43,505		960,016		165,708		838		1,096,158
UNIT VALUE (ACCUMULATION)	$	17.58	$	10.01	$	21.89	$	22.86	$	10.58	$	17.05
(1)   Cost of investments:	$	670,647	$	445,338	$	21,580,979	$	3,298,148	$	8,796	$	19,597,556
Shares of investments:		53,760		6,487		402,979		195,214		837		2,690,625

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	AMERICAN CENTURY INVESTMENTS VP INCOME &   GROWTH FUND		AMERICAN CENTURY INVESTMENTS VP INTERNATIONAL FUND		AMERICAN CENTURY   INVESTMENTS   VP MID CAP VALUE FUND		AMERICAN CENTURY INVESTMENTS  VP VALUE FUND		AMERICAN FUNDS IS GLOBAL   GROWTH FUND		AMERICAN FUNDS IS NEW     WORLD FUND
ASSETS:
Investments at fair value (1)	$	6,250,377	$	4,722,994	$	11,545,796	$	28,652,752	$	754,944	$	324,031
Investment income due and accrued
Receivable for investments sold		296				333		10,043
Purchase payments receivable				2,260		15
Due from Great West Life & Annuity Insurance Company		2,251		5,954		5,505		22,371
Total assets		6,252,924		4,731,208		11,551,649		28,685,166		754,944		324,031
LIABILITIES:
Payable for investments purchased				2,226
Redemptions payable		296		34		348		10,043
Due to Great West Life & Annuity Insurance Company		371		283		694		1,722		35		17
Total liabilities		667		2,543		1,042		11,765		35		17
NET ASSETS	$	6,252,257	$	4,728,665	$	11,550,607	$	28,673,401	$	754,909	$	324,014
NET ASSETS REPRESENTED BY:
Accumulation units	$	6,228,837	$	4,648,154	$	11,497,219	$	28,450,433	$	754,909	$	324,014
Contracts in payout phase		23,420		80,511		53,388		222,968
NET ASSETS	$	6,252,257	$	4,728,665	$	11,550,607	$	28,673,401	$	754,909	$	324,014
ACCUMULATION UNITS OUTSTANDING		351,926		310,356		434,185		1,111,832		69,254		31,277
UNIT VALUE (ACCUMULATION)	$	17.70	$	14.98	$	26.48	$	25.59	$	10.90	$	10.36
(1)   Cost of investments:	$	5,438,220	$	4,659,938	$	10,283,071	$	22,430,839	$	808,410	$	313,819
Shares of investments:		670,641		504,055		546,417		2,734,041		31,391		16,583

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	BLACKROCK GLOBAL ALLOCATION VI FUND		CLEARBRIDGE VARIABLE MID   CAP PORTFOLIO		CLEARBRIDGE VARIABLE SMALL CAP GROWTH   PORTFOLIO		COLUMBIA VARIABLE PORTFOLIO - LARGE CAP   GROWTH FUND		COLUMBIA VARIABLE PORTFOLIO - SELIGMAN GLOBAL     TECHNOLOGY     FUND		COLUMBIA VARIABLE PORTFOLIO - SMALL CAP     VALUE FUND
ASSETS:
Investments at fair value (1)	$	4,945,930	$	110,745	$	711,355	$	1,539,269	$	8,942,532	$	3,247,896
Investment income due and accrued
Receivable for investments sold										12,164
Purchase payments receivable
Due from Great West Life & Annuity Insurance Company										10,216		1,003
Total assets		4,945,930		110,745		711,355		1,539,269		8,964,912		3,248,899
LIABILITIES:
Payable for investments purchased
Redemptions payable										12,164
Due to Great West Life & Annuity Insurance Company		1,550		6		29		91		572		199
Total liabilities		1,550		6		29		91		12,736		199
NET ASSETS	$	4,944,380	$	110,739	$	711,326	$	1,539,178	$	8,952,176	$	3,248,700
NET ASSETS REPRESENTED BY:
Accumulation units	$	4,929,769	$	110,739	$	711,326	$	1,539,178	$	8,906,705	$	3,246,137
Contracts in payout phase		14,611								45,471		2,563
NET ASSETS	$	4,944,380	$	110,739	$	711,326	$	1,539,178	$	8,952,176	$	3,248,700
ACCUMULATION UNITS OUTSTANDING		483,389		10,010		70,447		146,605		458,526		134,478
UNIT VALUE (ACCUMULATION)	$	10.20	$	11.06	$	10.10	$	10.50	$	19.42	$	24.14
(1)   Cost of investments:	$	5,127,041	$	105,110	$	618,073	$	1,462,694	$	9,433,692	$	2,994,484
Shares of investments:		318,887		5,807		33,381		119,694		436,221		170,852

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	DELAWARE VIP   EMERGING MARKETS SERIES		DELAWARE VIP SMALL CAP VALUE SERIES		DELAWARE VIP SMID CAP GROWTH SERIES		DEUTSCHE CAPITAL     GROWTH VIP		DEUTSCHE CORE EQUITY VIP		DEUTSCHE   GLOBAL SMALL   CAP VIP
ASSETS:
Investments at fair value (1)	$	1,575,699	$	22,436,327	$	8,334,864	$	18,242,802	$	10,090,715	$	599,374
Investment income due and accrued
Receivable for investments sold				50,000
Purchase payments receivable						3,855		13,696
Due from Great West Life & Annuity Insurance Company				31,867		10,950		32,052		13,753
Total assets		1,575,699		22,518,194		8,349,669		18,288,550		10,104,468		599,374
LIABILITIES:
Payable for investments purchased						3,855		13,696
Redemptions payable				50,000
Due to Great West Life & Annuity Insurance Company		87		1,348		497		1,113		601		34
Total liabilities		87		51,348		4,352		14,809		601		34
NET ASSETS	$	1,575,612	$	22,466,846	$	8,345,317	$	18,273,741	$	10,103,867	$	599,340
NET ASSETS REPRESENTED BY:
Accumulation units	$	1,575,612	$	22,290,368	$	8,307,764	$	18,029,486	$	10,023,116	$	599,340
Contracts in payout phase				176,478		37,553		244,255		80,751
NET ASSETS	$	1,575,612	$	22,466,846	$	8,345,317	$	18,273,741	$	10,103,867	$	599,340
ACCUMULATION UNITS OUTSTANDING		178,488		576,366		316,916		902,551		489,490		61,886
UNIT VALUE (ACCUMULATION)	$	8.83	$	38.67	$	26.21	$	19.98	$	20.48	$	9.68
(1)   Cost of investments:	$	1,537,437	$	19,306,868	$	8,450,436	$	18,303,294	$	8,295,930	$	641,718
Shares of investments:		87,832		563,161		296,826		683,251		766,772		50,924

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	DEUTSCHE LARGE CAP       VALUE VIP		DEUTSCHE SMALL CAP       INDEX VIP		DEUTSCHE   SMALL MID CAP   GROWTH VIP		DEUTSCHE   SMALL MID CAP   VALUE VIP		DIMENSIONAL     VA US TARGETED VALUE PORTFOLIO		DREYFUS IP   MIDCAP STOCK   PORTFOLIO
ASSETS:
Investments at fair value (1)	$	7,353,717	$	20,539,963	$	1,150,478	$	5,399,201	$	1,391,106	$	2,383,696
Investment income due and accrued
Receivable for investments sold												11,370
Purchase payments receivable				12,966				10
Due from Great West Life & Annuity Insurance Company		3,990		63,915		2,451		225				1,595
Total assets		7,357,707		20,616,844		1,152,929		5,399,436		1,391,106		2,396,661
LIABILITIES:
Payable for investments purchased				10,001				10
Redemptions payable				2,965								11,370
Due to Great West Life & Annuity Insurance Company		443		1,243		65		323		59		140
Total liabilities		443		14,209		65		333		59		11,510
NET ASSETS	$	7,357,264	$	20,602,635	$	1,152,864	$	5,399,103	$	1,391,047	$	2,385,151
NET ASSETS REPRESENTED BY:
Accumulation units	$	7,335,684	$	20,363,318	$	1,113,439	$	5,394,250	$	1,391,047	$	2,356,544
Contracts in payout phase		21,580		239,317		39,425		4,853				28,607
NET ASSETS	$	7,357,264	$	20,602,635	$	1,152,864	$	5,399,103	$	1,391,047	$	2,385,151
ACCUMULATION UNITS OUTSTANDING		488,740		819,916		73,175		292,766		114,771		101,453
UNIT VALUE (ACCUMULATION)	$	15.01	$	24.84	$	15.22	$	18.43	$	12.12	$	23.23
(1)   Cost of investments:	$	8,129,925	$	18,912,738	$	1,334,102	$	5,056,542	$	1,278,852	$	2,107,077
Shares of investments:		534,816		1,224,074		60,679		324,276		71,966		118,651

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	DREYFUS VIF     APPRECIATION     PORTFOLIO		DREYFUS VIF     GROWTH AND     INCOME PORTFOLIO		DREYFUS VIF   OPPORTUNISTIC   SMALL CAP PORTFOLIO		FEDERATED FUND FOR US     GOVERNMENT     SECURITIES II		FEDERATED   MANAGED TAIL   RISK FUND II		FEDERATED MANAGED       VOLATILITY       FUND II
ASSETS:
Investments at fair value (1)	$	8,615,860	$	4,044,935	$	594,194	$	38,120,024	$	1,839,064	$	633,289
Investment income due and accrued		31,724		12,121
Receivable for investments sold				10,857				4,283
Purchase payments receivable		15						621
Due from Great West Life & Annuity Insurance Company		19,792		1,575				107,613		5,187		8,276
Total assets		8,667,391		4,069,488		594,194		38,232,541		1,844,251		641,565
LIABILITIES:
Payable for investments purchased		15
Redemptions payable				10,857				4,904
Due to Great West Life & Annuity Insurance Company		543		248		34		2,398		128		44
Total liabilities		558		11,105		34		7,302		128		44
NET ASSETS	$	8,666,833	$	4,058,383	$	594,160	$	38,225,239	$	1,844,123	$	641,521
NET ASSETS REPRESENTED BY:
Accumulation units	$	8,586,718	$	4,004,179	$	594,160	$	37,498,716	$	1,820,034	$	616,917
Contracts in payout phase		80,115		54,204				726,523		24,089		24,604
NET ASSETS	$	8,666,833	$	4,058,383	$	594,160	$	38,225,239	$	1,844,123	$	641,521
ACCUMULATION UNITS OUTSTANDING		455,217		233,219		30,631		2,473,377		110,602		28,916
UNIT VALUE (ACCUMULATION)	$	18.86	$	17.17	$	19.40	$	15.16	$	16.46	$	21.33
(1)   Cost of investments:	$	9,247,282	$	3,763,108	$	431,009	$	39,236,052	$	2,427,887	$	591,185
Shares of investments:		210,092		140,400		12,018		3,536,180		382,342		66,522

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	FRANKLIN SMALL CAP VALUE VIP FUND		GOLDMAN SACHS VIT MULTI- STRATEGY   ALTERNATIVES   PORTFOLIO		GREAT-WEST   ARIEL MID CAP   VALUE FUND		GREAT-WEST LOOMIS SAYLES BOND FUND		GREAT-WEST SECURE- FOUNDATION® BALANCED FUND		INVESCO V.I.       COMSTOCK       FUND
ASSETS:
Investments at fair value (1)	$	5,969,655	$	24,027	$	8,681	$	308,861	$	134,410,264	$	5,679,710
Investment income due and accrued
Receivable for investments sold
Purchase payments receivable		97,624								50,000
Due from Great West Life & Annuity Insurance Company		987										4,210
Total assets		6,068,266		24,027		8,681		308,861		134,460,264		5,683,920
LIABILITIES:
Payable for investments purchased		97,624								42,830
Redemptions payable										7,170
Due to Great West Life & Annuity Insurance Company		344		1				18		7,372		335
Total liabilities		97,968		1		0		18		57,372		335
NET ASSETS	$	5,970,298	$	24,026	$	8,681	$	308,843	$	134,402,892	$	5,683,585
NET ASSETS REPRESENTED BY:
Accumulation units	$	5,967,776	$	24,026	$	8,681	$	308,843	$	134,402,892	$	5,623,031
Contracts in payout phase		2,522										60,554
NET ASSETS	$	5,970,298	$	24,026	$	8,681	$	308,843	$	134,402,892	$	5,683,585
ACCUMULATION UNITS OUTSTANDING		328,868		2,367		873		29,742		12,320,567		294,008
UNIT VALUE (ACCUMULATION)	$	18.15	$	10.15	$	9.94	$	10.38	$	10.91	$	19.13
(1)   Cost of investments:	$	5,907,832	$	23,641	$	8,268	$	311,260	$	134,040,408	$	5,320,864
Shares of investments:		308,350		2,632		5,229		24,036		10,591,825		303,890

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	INVESCO V.I. CORE EQUITY FUND		INVESCO V.I. GROWTH & INCOME FUND		INVESCO V.I. HIGH YIELD FUND		INVESCO V.I. INTERNATIONAL GROWTH FUND		INVESCO V.I. MID CAP CORE EQUITY FUND		INVESCO V.I. SMALL CAP EQUITY FUND
ASSETS:
Investments at fair value (1)	$	3,812,244	$	11,305,539	$	3,718,063	$	11,527,921	$	2,195,864	$	2,861,289
Investment income due and accrued
Receivable for investments sold		2,475						21,981
Purchase payments receivable				20,512				10
Due from Great West Life & Annuity Insurance Company		5,289		1,853		10,289		12,615		654		955
Total assets		3,820,008		11,327,904		3,728,352		11,562,527		2,196,518		2,862,244
LIABILITIES:
Payable for investments purchased				20,512
Redemptions payable		2,475						21,991
Due to Great West Life & Annuity Insurance Company		267		683		230		684		131		176
Total liabilities		2,742		21,195		230		22,675		131		176
NET ASSETS	$	3,817,266	$	11,306,709	$	3,728,122	$	11,539,852	$	2,196,387	$	2,862,068
NET ASSETS REPRESENTED BY:
Accumulation units	$	3,762,300	$	11,164,714	$	3,701,594	$	11,481,716	$	2,192,948	$	2,839,724
Contracts in payout phase		54,966		141,995		26,528		58,136		3,439		22,344
NET ASSETS	$	3,817,266	$	11,306,709	$	3,728,122	$	11,539,852	$	2,196,387	$	2,862,068
ACCUMULATION UNITS OUTSTANDING		120,815		526,553		184,790		902,694		109,491		149,023
UNIT VALUE (ACCUMULATION)	$	31.14	$	21.20	$	20.03	$	12.72	$	20.03	$	19.06
(1)   Cost of investments:	$	2,874,276	$	11,809,542	$	3,549,276	$	11,987,957	$	2,359,478	$	2,980,769
Shares of investments:		110,244		537,080		688,530		350,499		170,619		155,674

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	INVESCO V.I. TECHNOLOGY FUND		IVY VIP INTERNATIONAL CORE EQUITY		JANUS ASPEN BALANCED PORTFOLIO INSTITUTIONAL SHARES		JANUS ASPEN BALANCED PORTFOLIO SERVICE SHARES		JANUS ASPEN FLEXIBLE BOND PORTFOLIO INSTITUTIONAL SHARES		JANUS ASPEN FLEXIBLE BOND PORTFOLIO SERVICE SHARES
ASSETS:
Investments at fair value (1)	$	2,392,411	$	284,005	$	12,998,530	$	71,810,822	$	20,501,018	$	49,205,551
Investment income due and accrued
Receivable for investments sold								45,282
Purchase payments receivable
Due from Great West Life & Annuity Insurance Company		1,334				3,645		95,410		70,040		18,736
Total assets		2,393,745		284,005		13,002,175		71,951,514		20,571,058		49,224,287
LIABILITIES:
Payable for investments purchased
Redemptions payable								45,282
Due to Great West Life & Annuity Insurance Company		152		13		695		4,263		1,157		2,942
Total liabilities		152		14		695		49,545		1,157		2,942
NET ASSETS	$	2,393,593	$	283,991	$	13,001,480	$	71,901,969	$	20,569,901	$	49,221,345
NET ASSETS REPRESENTED BY:
Accumulation units	$	2,386,753	$	283,991	$	12,985,731	$	70,580,291	$	20,203,638	$	48,743,305
Contracts in payout phase		6,840				15,749		1,321,678		366,263		478,040
NET ASSETS	$	2,393,593	$	283,991	$	13,001,480	$	71,901,969	$	20,569,901	$	49,221,345
ACCUMULATION UNITS OUTSTANDING		367,402		31,409		843,851		4,738,829		1,322,069		3,224,871
UNIT VALUE (ACCUMULATION)	$	6.50	$	9.04	$	15.39	$	14.89	$	15.28	$	15.11
(1)   Cost of investments:	$	2,320,954	$	283,289	$	12,307,107	$	69,492,323	$	21,002,262	$	50,936,482
Shares of investments:		133,729		18,562		428,711		2,251,829		1,764,287		3,895,926

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	JANUS ASPEN GLOBAL RESEARCH PORTFOLIO		JANUS ASPEN GLOBAL TECHNOLOGY PORTFOLIO INSTITUTIONAL SHARES		JANUS ASPEN GLOBAL TECHNOLOGY PORTFOLIO SERVICE SHARES		JANUS ASPEN JANUS PORTFOLIO		JANUS ASPEN OVERSEAS PORTFOLIO INSTITUTIONAL SHARES		JANUS ASPEN OVERSEAS PORTFOLIO SERVICE SHARES
ASSETS:
Investments at fair value (1)	$	7,244,165	$	143,899	$	1,595,494	$	6,622,652	$	3,231,379	$	1,475,935
Investment income due and accrued
Receivable for investments sold						11,300
Purchase payments receivable
Due from Great West Life & Annuity Insurance Company		20,204						18,175		8,671		10,013
Total assets		7,264,369		143,899		1,606,794		6,640,827		3,240,050		1,485,948
LIABILITIES:
Payable for investments purchased
Redemptions payable						11,300
Due to Great West Life & Annuity Insurance Company		483		6		91		466		225		103
Total liabilities		483		6		11,391		466		225		103
NET ASSETS	$	7,263,886	$	143,893	$	1,595,403	$	6,640,361	$	3,239,825	$	1,485,845
NET ASSETS REPRESENTED BY:
Accumulation units	$	7,189,568	$	143,893	$	1,595,403	$	6,571,094	$	3,198,278	$	1,437,455
Contracts in payout phase		74,318						69,267		41,547		48,390
NET ASSETS	$	7,263,886	$	143,893	$	1,595,403	$	6,640,361	$	3,239,825	$	1,485,845
ACCUMULATION UNITS OUTSTANDING		355,630		11,269		122,109		220,869		157,502		186,303
UNIT VALUE (ACCUMULATION)	$	20.22	$	12.77	$	13.07	$	29.75	$	20.31	$	7.72
(1)   Cost of investments:	$	5,217,263	$	132,391	$	1,590,621	$	5,856,061	$	5,150,711	$	2,070,831
Shares of investments:		178,296		17,192		187,926		228,920		130,350		61,832

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	JPMORGAN INSURANCE TRUST SMALL CAP CORE PORTFOLIO		LAZARD RETIREMENT EMERGING MARKETS EQUITY PORTFOLIO		LVIP BARON GROWTH OPPORTUNITIES FUND		MFS VIT II INTERNATIONAL VALUE PORTFOLIO		MFS VIT UTILITIES SERIES		NEUBERGER BERMAN AMT MID CAP INTRINSIC VALUE PORTFOLIO
ASSETS:
Investments at fair value (1)	$	2,050,869	$	13,998,008	$	18,464,851	$	27,513,434	$	6,072,550	$	870,291
Investment income due and accrued
Receivable for investments sold				253				10,418
Purchase payments receivable				10		15		15
Due from Great West Life & Annuity Insurance Company		3,484		15,906		51,640		9,077				3,713
Total assets		2,054,353		14,014,177		18,516,506		27,532,944		6,072,550		874,004
LIABILITIES:
Payable for investments purchased						15
Redemptions payable				263				10,433
Due to Great West Life & Annuity Insurance Company		115		828		1,159		1,586		17,659		48
Total liabilities		115		1,091		1,174		12,019		17,659		48
NET ASSETS	$	2,054,238	$	14,013,086	$	18,515,332	$	27,520,925	$	6,054,891	$	873,956
NET ASSETS REPRESENTED BY:
Accumulation units	$	2,032,226	$	13,856,393	$	18,131,140	$	27,395,246	$	6,029,375	$	846,692
Contracts in payout phase		22,012		156,693		384,192		125,679		25,516		27,264
NET ASSETS	$	2,054,238	$	14,013,086	$	18,515,332	$	27,520,925	$	6,054,891	$	873,956
ACCUMULATION UNITS OUTSTANDING		91,701		994,293		599,740		1,514,842		444,431		53,979
UNIT VALUE (ACCUMULATION)	$	22.16	$	13.94	$	30.23	$	18.08	$	13.57	$	15.69
(1)   Cost of investments:	$	1,828,957	$	14,819,318	$	18,313,788	$	26,371,253	$	6,510,498	$	881,753
Shares of investments:		91,190		745,765		459,645		1,237,671		230,283		45,351

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	NEUBERGER BERMAN AMT SOCIALLY RESPONSIVE PORTFOLIO		NVIT MID CAP INDEX FUND		OPPENHEIMER GLOBAL FUND/VA		OPPENHEIMER INTERNATIONAL GROWTH FUND/VA		OPPENHEIMER MAIN STREET SMALL CAP FUND/VA		PIMCO VIT COMMODITY REALRETURN STRATEGY PORTFOLIO
ASSETS:
Investments at fair value (1)	$	695,653	$	19,982,988	$	24,965,233	$	12,850,052	$	1,298,009	$	949,431
Investment income due and accrued
Receivable for investments sold						8,161				1,539
Purchase payments receivable				13,858		1,320		1,333
Due from Great West Life & Annuity Insurance Company				51,647		49,451		23
Total assets		695,653		20,048,493		25,024,165		12,851,408		1,299,548		949,431
LIABILITIES:
Payable for investments purchased				13,858				950
Redemptions payable						9,481		383		1,539
Due to Great West Life & Annuity Insurance Company		28		1,204		1,513		706		74		48
Total liabilities		28		15,062		10,994		2,039		1,613		48
NET ASSETS	$	695,625	$	20,033,431	$	25,013,171	$	12,849,369	$	1,297,935	$	949,383
NET ASSETS REPRESENTED BY:
Accumulation units	$	695,625	$	19,833,023	$	24,687,908	$	12,816,289	$	1,297,935	$	949,383
Contracts in payout phase				200,408		325,263		33,080
NET ASSETS	$	695,625	$	20,033,431	$	25,013,171	$	12,849,369	$	1,297,935	$	949,383
ACCUMULATION UNITS OUTSTANDING		65,879		698,295		1,025,899		771,240		107,581		151,617
UNIT VALUE (ACCUMULATION)	$	10.56	$	28.40	$	24.06	$	16.62	$	12.06	$	6.26
(1)   Cost of investments:	$	662,901	$	19,195,408	$	25,132,847	$	14,068,484	$	1,187,374	$	920,659
Shares of investments:		30,700		830,893		712,885		6,177,910		53,904		120,639

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	PIMCO VIT HIGH YIELD PORTFOLIO		PIMCO VIT LOW DURATION PORTFOLIO		PIMCO VIT REAL RETURN PORTFOLIO		PIMCO VIT TOTAL RETURN PORTFOLIO		PIONEER EMERGING MARKETS VCT PORTFOLIO		PIONEER FUND VCT PORTFOLIO
ASSETS:
Investments at fair value (1)	$	30,765,237	$	73,536,859	$	873,786	$	100,337,893	$	140,732	$	3,026,457
Investment income due and accrued		141,813		95,183		1,400		172,743
Receivable for investments sold		2,692
Purchase payments receivable		125		10,758				22,230
Due from Great West Life & Annuity Insurance Company		40,982		145,872				110,140				3,965
Total assets		30,950,849		73,788,672		875,186		100,643,006		140,732		3,030,422
LIABILITIES:
Payable for investments purchased				10,278				19,310
Redemptions payable		2,817		480				2,920
Due to Great West Life & Annuity Insurance Company		1,856		4,364		39		5,838		8		198
Total liabilities		4,673		15,122		39		28,068		8		198
NET ASSETS	$	30,946,176	$	73,773,550	$	875,147	$	100,614,938	$	140,724	$	3,030,224
NET ASSETS REPRESENTED BY:
Accumulation units	$	30,644,913	$	72,559,985	$	875,147	$	99,414,344	$	140,724	$	2,967,320
Contracts in payout phase		301,263		1,213,565				1,200,594				62,904
NET ASSETS	$	30,946,176	$	73,773,550	$	875,147	$	100,614,938	$	140,724	$	3,030,224
ACCUMULATION UNITS OUTSTANDING		1,414,156		5,614,122		89,267		6,631,862		25,643		137,371
UNIT VALUE (ACCUMULATION)	$	21.67	$	12.92	$	9.80	$	14.99	$	5.49	$	21.60
(1)   Cost of investments:	$	30,836,388	$	75,671,483	$	896,566	$	105,443,820	$	217,269	$	3,618,653
Shares of investments:		3,969,708		7,181,334		71,213		9,430,253		8,846		170,793

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	PIONEER MID CAP VALUE VCT PORTFOLIO		PIONEER SELECT MID CAP GROWTH VCT PORTFOLIO		PRUDENTIAL SERIES FUND EQUITY PORTFOLIO		PRUDENTIAL SERIES FUND NATURAL RESOURCES PORTFOLIO		PUTNAM VT AMERICAN GOVERNMENT INCOME FUND		PUTNAM VT EQUITY INCOME FUND
ASSETS:
Investments at fair value (1)	$	1,936,719	$	4,681,834	$	1,434,786	$	952,021	$	12,071,386	$	11,989,654
Investment income due and accrued
Receivable for investments sold
Purchase payments receivable		10
Due from Great West Life & Annuity Insurance Company		3,924		9,638		1,456		1,049		1,404		28,735
Total assets		1,940,653		4,691,472		1,436,242		953,070		12,072,790		12,018,389
LIABILITIES:
Payable for investments purchased		10
Redemptions payable
Due to Great West Life & Annuity Insurance Company		121		318		93		53		737		736
Total liabilities		131		318		93		53		737		736
NET ASSETS	$	1,940,522	$	4,691,154	$	1,436,149	$	953,017	$	12,072,053	$	12,017,653
NET ASSETS REPRESENTED BY:
Accumulation units	$	1,923,714	$	4,678,719	$	1,428,611	$	951,968	$	12,026,481	$	11,891,201
Contracts in payout phase		16,808		12,435		7,538		1,049		45,572		126,452
NET ASSETS	$	1,940,522	$	4,691,154	$	1,436,149	$	953,017	$	12,072,053	$	12,017,653
ACCUMULATION UNITS OUTSTANDING		112,976		206,619		67,425		94,184		1,134,398		641,409
UNIT VALUE (ACCUMULATION)	$	17.03	$	22.64	$	21.19	$	10.11	$	10.60	$	18.54
(1)   Cost of investments:	$	1,947,480	$	5,106,517	$	1,125,902	$	1,283,684	$	12,420,610	$	10,868,080
Shares of investments:		95,499		198,720		35,218		36,337		1,262,697		508,252

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	PUTNAM VT GLOBAL ASSET ALLOCATION FUND		PUTNAM VT GLOBAL HEALTH CARE FUND		PUTNAM VT INCOME FUND		PUTNAM VT INTERNATIONAL EQUITY FUND		PUTNAM VT INTERNATIONAL VALUE FUND		PUTNAM VT INVESTORS FUND
ASSETS:
Investments at fair value (1)	$	150,003	$	5,828,055	$	679,118	$	271,433	$	428,345	$	736,959
Investment income due and accrued
Receivable for investments sold
Purchase payments receivable
Due from Great West Life & Annuity Insurance Company
Total assets		150,003		5,828,055		679,118		271,433		428,345		736,959
LIABILITIES:
Payable for investments purchased
Redemptions payable
Due to Great West Life & Annuity Insurance Company		8		141,563		32		15		20		42
Total liabilities		8		141,563		32		15		20		42
NET ASSETS	$	149,995	$	5,686,492	$	679,086	$	271,418	$	428,325	$	736,917
NET ASSETS REPRESENTED BY:
Accumulation units	$	149,995	$	5,524,289	$	679,086	$	271,418	$	428,325	$	736,917
Contracts in payout phase				162,203
NET ASSETS	$	149,995	$	5,686,492	$	679,086	$	271,418	$	428,325	$	736,917
ACCUMULATION UNITS OUTSTANDING		14,136		325,894		69,291		27,239		47,692		61,676
UNIT VALUE (ACCUMULATION)	$	10.61	$	16.95	$	9.80	$	9.96	$	8.98	$	11.95
(1)   Cost of investments:	$	145,273	$	7,163,655	$	694,527	$	265,842	$	428,294	$	706,615
Shares of investments:		9,064		371,687		61,682		21,767		44,900		41,148

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	PUTNAM VT SMALL CAP VALUE FUND		ROYCE CAPITAL FUND - SMALL- CAP PORTFOLIO		SCHWAB GOVERNMENT MONEY MARKET PORTFOLIO		SCHWAB MARKETTRACK GROWTH PORTFOLIO		SCHWAB S&P 500 INDEX PORTFOLIO		SCHWAB VIT BALANCED PORTFOLIO
ASSETS:
Investments at fair value (1)	$	17,680	$	3,928,733	$	93,238,721	$	26,228,682	$	267,475,987	$	182,107
Investment income due and accrued						2,924
Receivable for investments sold								1,969		4,658
Purchase payments receivable						50,040		125		6,346
Due from Great West Life & Annuity Insurance Company				4,124		140,503		74,421		450,234
Total assets		17,680		3,932,857		93,432,188		26,305,197		267,937,225		182,107
LIABILITIES:
Payable for investments purchased						44,854
Redemptions payable						5,186		2,094		11,004
Due to Great West Life & Annuity Insurance Company		1		241		5,524		1,619		15,994		7
Total liabilities		1		241		55,564		3,713		26,998		7
NET ASSETS	$	17,679	$	3,932,616	$	93,376,624	$	26,301,484	$	267,910,227	$	182,100
NET ASSETS REPRESENTED BY:
Accumulation units	$	17,679	$	3,889,349	$	91,446,646	$	25,729,491	$	263,845,467	$	182,100
Contracts in payout phase				43,267		1,929,978		571,993		4,064,760
NET ASSETS	$	17,679	$	3,932,616	$	93,376,624	$	26,301,484	$	267,910,227	$	182,100
ACCUMULATION UNITS OUTSTANDING		1,493		166,099		8,256,263		1,121,021		12,395,768		17,855
UNIT VALUE (ACCUMULATION)	$	11.84	$	23.42	$	11.08	$	22.95	$	21.29	$	10.20
(1)   Cost of investments:	$	13,887	$	5,270,050	$	93,238,721	$	23,097,993	$	199,293,245	$	183,801
Shares of investments:		1,109		479,114		93,238,721		1,366,789		8,102,878		15,618

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	SCHWAB VIT BALANCED WITH GROWTH PORTFOLIO		SCHWAB VIT GROWTH PORTFOLIO		SENTINEL VARIABLE PRODUCTS BOND FUND		SENTINEL VARIABLE PRODUCTS COMMON STOCK FUND		SENTINEL VARIABLE PRODUCTS SMALL COMPANY FUND		T. ROWE PRICE HEALTH SCIENCES PORTFOLIO
ASSETS:
Investments at fair value (1)	$	2,560,417	$	57,735	$	10,348,731	$	8,841,142	$	4,376,660	$	272,279
Investment income due and accrued
Receivable for investments sold										11,900
Purchase payments receivable
Due from Great West Life & Annuity Insurance Company						1,468		5,813		1,152
Total assets		2,560,417		57,735		10,350,199		8,846,955		4,389,712		272,279
LIABILITIES:
Payable for investments purchased
Redemptions payable										11,900
Due to Great West Life & Annuity Insurance Company		120		3		594		519		267		12
Total liabilities		120		3		594		519		12,167		12
NET ASSETS	$	2,560,297	$	57,732	$	10,349,605	$	8,846,436	$	4,377,545	$	272,267
NET ASSETS REPRESENTED BY:
Accumulation units	$	2,560,297	$	57,732	$	10,303,563	$	8,829,376	$	4,376,393	$	272,267
Contracts in payout phase						46,042		17,060		1,152
NET ASSETS	$	2,560,297	$	57,732	$	10,349,605	$	8,846,436	$	4,377,545	$	272,267
ACCUMULATION UNITS OUTSTANDING		247,545		5,502		902,281		362,904		183,148		22,235
UNIT VALUE (ACCUMULATION)	$	10.34	$	10.49	$	11.42	$	24.33	$	23.90	$	12.24
(1)   Cost of investments:	$	2,556,346	$	55,940	$	11,056,404	$	9,993,516	$	4,646,950	$	324,451
Shares of investments:		206,819		4,354		1,117,574		569,661		322,287		7,860

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	T. ROWE PRICE HEALTH SCIENCES PORTFOLIO CLASS II		TEMPLETON FOREIGN VIP FUND		TEMPLETON GLOBAL BOND VIP FUND		THIRD AVENUE VALUE PORTFOLIO		TOUCHSTONE VST FOCUSED FUND		UNIVERSAL INSTITUTIONAL FUNDS U.S. REAL ESTATE PORTFOLIO
ASSETS:
Investments at fair value (1)	$	1,760,753	$	7,219,765	$	6,519,590	$	1,893,064	$	3,553,511	$	7,911,863
Investment income due and accrued
Receivable for investments sold						3,022		489				97,624
Purchase payments receivable				12,313		880
Due from Great West Life & Annuity Insurance Company		863		3,239		2,209		2,959		4,307		7,638
Total assets		1,761,616		7,235,317		6,525,701		1,896,512		3,557,818		8,017,125
LIABILITIES:
Payable for investments purchased				12,313
Redemptions payable						3,902		489				97,624
Due to Great West Life & Annuity Insurance Company		105		413		355		111		201		550
Total liabilities		105		12,726		4,257		600		201		98,174
NET ASSETS	$	1,761,511	$	7,222,591	$	6,521,444	$	1,895,912	$	3,557,617	$	7,918,951
NET ASSETS REPRESENTED BY:
Accumulation units	$	1,741,316	$	7,208,494	$	6,477,762	$	1,878,170	$	3,540,237	$	7,756,673
Contracts in payout phase		20,195		14,097		43,682		17,742		17,380		162,278
NET ASSETS	$	1,761,511	$	7,222,591	$	6,521,444	$	1,895,912	$	3,557,617	$	7,918,951
ACCUMULATION UNITS OUTSTANDING		140,761		647,723		666,626		172,749		139,809		156,997
UNIT VALUE (ACCUMULATION)	$	12.37	$	11.13	$	9.72	$	10.87	$	25.32	$	49.41
(1)   Cost of investments:	$	2,094,128	$	8,057,514	$	6,784,858	$	1,490,609	$	3,738,816	$	7,108,206
Shares of investments:		52,749		530,475		401,206		115,360		212,785		369,886

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	VAN ECK VIP GLOBAL HARD ASSETS FUND		VAN ECK VIP UNCONSTRAINED EMERGING MARKETS BOND FUND		VANGUARD VIF CAPITAL GROWTH PORTFOLIO		VANGUARD VIF DIVERSIFIED VALUE PORTFOLIO		VANGUARD VIF MID-CAP INDEX PORTFOLIO		VANGUARD VIF REIT INDEX PORTFOLIO
ASSETS:
Investments at fair value (1)	$	3,353,682	$	5,642,591	$	2,589,702	$	1,878,439	$	3,164,140	$	2,550,953
Investment income due and accrued
Receivable for investments sold
Purchase payments receivable				1,111
Due from Great West Life & Annuity Insurance Company		180		4,553
Total assets		3,353,862		5,648,255		2,589,702		1,878,439		3,164,140		2,550,953
LIABILITIES:
Payable for investments purchased				1,111
Redemptions payable
Due to Great West Life & Annuity Insurance Company		192		340		121		89		152		113
Total liabilities		192		1,451		121		89		152		113
NET ASSETS	$	3,353,670	$	5,646,804	$	2,589,581	$	1,878,350	$	3,163,988	$	2,550,840
NET ASSETS REPRESENTED BY:
Accumulation units	$	3,347,816	$	5,595,452	$	2,589,581	$	1,878,350	$	3,163,988	$	2,550,840
Contracts in payout phase		5,854		51,352
NET ASSETS	$	3,353,670	$	5,646,804	$	2,589,581	$	1,878,350	$	3,163,988	$	2,550,840
ACCUMULATION UNITS OUTSTANDING		308,104		533,502		209,128		166,428		270,201		207,717
UNIT VALUE (ACCUMULATION)	$	10.87	$	10.49	$	12.38	$	11.29	$	11.71	$	12.28
(1)   Cost of investments:	$	2,912,758	$	6,488,867	$	2,378,374	$	1,772,661	$	3,085,412	$	2,593,364
Shares of investments:		143,750		694,900		91,315		109,786		149,888		189,240

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	VANGUARD VIF SMALL COMPANY GROWTH PORTFOLIO		WELLS FARGO ADVANTAGE VT DISCOVERY FUND		WELLS FARGO ADVANTAGE VT OMEGA GROWTH FUND		WELLS FARGO ADVANTAGE VT OPPORTUNITY FUND
ASSETS:
Investments at fair value (1)	$	1,207,316	$	5,195,743	$	630,528	$	5,642,634
Investment income due and accrued				1
Receivable for investments sold
Purchase payments receivable
Due from Great West Life & Annuity Insurance Company				6,494				72,072
Total assets		1,207,316		5,202,238		630,528		5,714,706
LIABILITIES:
Payable for investments purchased
Redemptions payable
Due to Great West Life & Annuity Insurance Company		58		304		42		345
Total liabilities		58		304		42		345
NET ASSETS	$	1,207,258	$	5,201,934	$	630,486	$	5,714,361
NET ASSETS REPRESENTED BY:
Accumulation units	$	1,207,258	$	5,157,068	$	630,486	$	5,553,074
Contracts in payout phase				44,866				161,287
NET ASSETS	$	1,207,258	$	5,201,934	$	630,486	$	5,714,361
ACCUMULATION UNITS OUTSTANDING		101,076		240,144		59,387		239,235
UNIT VALUE (ACCUMULATION)	$	11.94	$	21.47	$	10.62	$	23.21
(1)   Cost of investments:	$	1,138,946	$	5,980,115	$	712,524	$	5,353,960
Shares of investments:		56,154		200,530		29,492		228,725

The accompanying notes are an integral part of these financial statements. (Concluded)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	AB VPS GROWTH AND INCOME PORTFOLIO		AB VPS GROWTH PORTFOLIO		AB VPS INTERNATIONAL GROWTH PORTFOLIO		AB VPS INTERNATIONAL VALUE PORTFOLIO		AB VPS REAL ESTATE INVESTMENT PORTFOLIO		AB VPS SMALL/MID CAP VALUE PORTFOLIO
INVESTMENT INCOME:
Dividends	$	79,977	$		$		$	36,833	$	324,176	$	34,602
EXPENSES:
Mortality and expense risk		52,004		19,183		69,005		21,843		136,213		41,924
NET INVESTMENT INCOME (LOSS)		27,973		(19,183)		(69,005)		14,990		187,963		(7,322)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		197,945		263,956		(36,819)		36,305		(1,124,153)		(353,619)
Realized gain on distributions		477,732		341,047						928,766		325,102
Net realized gain (loss) on investments		675,677		605,003		(36,819)		36,305		(195,387)		(28,517)
Change in net unrealized appreciation (depreciation) on investments		87,313		(562,868)		(646,837)		(102,694)		1,267,207		1,284,935
Net realized and unrealized gain (loss) on investments		762,990		42,135		(683,656)		(66,389)		1,071,820		1,256,418
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	790,963	$	22,952	$	(752,661)	$	(51,399)	$	1,259,783	$	1,249,096

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	ALGER BALANCED PORTFOLIO		ALGER CAPITAL APPRECIATION PORTFOLIO		ALGER LARGE CAP GROWTH PORTFOLIO		ALGER MID CAP GROWTH PORTFOLIO		ALPS RED ROCKS LISTED PRIVATE EQUITY PORTFOLIO		AMERICAN CENTURY INVESTMENTS VP BALANCED FUND
									(1)
INVESTMENT INCOME:
Dividends	$	15,576	$	768	$		$		$	446	$	281,515
EXPENSES:
Mortality and expense risk		5,406		1,421		173,099		31,109		25		126,453
NET INVESTMENT INCOME (LOSS)		10,170		(653)		(173,099)		(31,109)		421		155,062
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		1,743		(8,161)		440,722		302,294		1		(180,403)
Realized gain on distributions				3,182		77,658				2		769,237
Net realized gain (loss) on investments		1,743		(4,979)		518,380		302,294		3		588,834
Change in net unrealized appreciation (depreciation) on investments		47,688		3,988		(866,015)		(304,366)		72		324,481
Net realized and unrealized gain (loss) on investments		49,431		(991)		(347,635)		(2,072)		75		913,315
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	59,601	$	(1,644)	$	(520,734)	$	(33,181)	$	496	$	1,068,377

(1) For the period May 4, 2016 to December 31, 2016.

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	AMERICAN CENTURY INVESTMENTS VP INCOME & GROWTH FUND		AMERICAN CENTURY INVESTMENTS VP INTERNATIONAL FUND		AMERICAN CENTURY INVESTMENTS VP MID CAP VALUE FUND		AMERICAN CENTURY INVESTMENTS VP VALUE FUND		AMERICAN FUNDS IS GLOBAL GROWTH FUND		AMERICAN FUNDS IS NEW WORLD FUND
											(1)
INVESTMENT INCOME:
Dividends	$	132,569	$	48,499	$	143,785	$	429,972	$	8,566	$	2,344
EXPENSES:
Mortality and expense risk		39,391		34,961		66,091		175,108		3,805		1,083
NET INVESTMENT INCOME (LOSS)		93,178		13,538		77,694		254,864		4,761		1,261
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		262,756		35,177		217,373		2,020,435		(5,066)		96
Realized gain on distributions		98,484				391,790				57,583
Net realized gain (loss) on investments		361,240		35,177		609,163		2,020,435		52,517		96
Change in net unrealized appreciation (depreciation) on investments		256,642		(360,636)		1,115,628		2,032,217		(35,621)		10,212
Net realized and unrealized gain (loss) on investments		617,882		(325,459)		1,724,791		4,052,652		16,896		10,308
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	711,060	$	(311,921)	$	1,802,485	$	4,307,516	$	21,657	$	11,569

  (1) For the period May 6, 2016 to December 31, 2016.

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	BLACKROCK GLOBAL ALLOCATION VI FUND		CLEARBRIDGE VARIABLE MID CAP PORTFOLIO		CLEARBRIDGE VARIABLE SMALL CAP GROWTH PORTFOLIO		COLUMBIA VARIABLE PORTFOLIO - LARGE CAP GROWTH FUND		COLUMBIA VARIABLE PORTFOLIO - LARGE CAP GROWTH FUND II		COLUMBIA VARIABLE PORTFOLIO - SELIGMAN GLOBAL TECHNOLOGY FUND
			(1)		(2)		(3)		(4)
INVESTMENT INCOME:
Dividends	$	62,690	$	499	$		$		$		$
EXPENSES:
Mortality and expense risk		29,909		152		2,492		7,395		3,840		58,685
NET INVESTMENT INCOME (LOSS)		32,781		347		(2,492)		(7,395)		(3,840)		(58,685)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		(125,919)		9		353		6,127		(713,674)		(1,063,350)
Realized gain on distributions				1,549		25,732				355,439		2,569,075
Net realized gain (loss) on investments		(125,919)		1,558		26,085		6,127		(358,235)		1,505,725
Change in net unrealized appreciation (depreciation) on investments		251,136		5,635		93,282		76,575		237,081		(256,335)
Net realized and unrealized gain (loss) on investments		125,217		7,193		119,367		82,702		(121,154)		1,249,390
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	157,998	$	7,540	$	116,875	$	75,307	$	(124,994)	$	1,190,705

(1) For the period June 17, 2016 to December 31, 2016.

(2) For the period February 26, 2016 to December 31, 2016.

(3) For the period May 2, 2016 to December 31, 2016.

(4) For the period January 1, 2016 to May 2, 2016.

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	COLUMBIA VARIABLE PORTFOLIO - SMALL CAP VALUE FUND		DELAWARE VIP EMERGING MARKETS SERIES		DELAWARE VIP SMALL CAP VALUE SERIES		DELAWARE VIP SMID CAP GROWTH SERIES		DEUTSCHE CAPITAL GROWTH VIP		DEUTSCHE CORE EQUITY VIP
INVESTMENT INCOME:
Dividends	$	5,743	$	14,319	$	184,056	$	18,678	$	166,031	$	138,591
EXPENSES:
Mortality and expense risk		11,764		9,300		135,790		57,532		141,887		71,988
NET INVESTMENT INCOME (LOSS)		(6,021)		5,019		48,266		(38,854)		24,144		66,603
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		(35,317)		(67,241)		690,652		(240,940)		1,035,026		740,107
Realized gain on distributions		146,114		28,486		1,696,017		1,034,485		1,760,228		881,058
Net realized gain (loss) on investments		110,797		(38,755)		2,386,669		793,545		2,795,254		1,621,165
Change in net unrealized appreciation (depreciation) on investments		416,362		172,171		2,755,917		(166,860)		(2,354,507)		(786,706)
Net realized and unrealized gain (loss) on investments		527,159		133,416		5,142,586		626,685		440,747		834,459
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	521,138	$	138,435	$	5,190,852	$	587,831	$	464,891	$	901,062

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	DEUTSCHE GLOBAL SMALL CAP VIP		DEUTSCHE LARGE CAP VALUE VIP		DEUTSCHE SMALL CAP INDEX VIP		DEUTSCHE SMALL MID CAP GROWTH VIP		DEUTSCHE SMALL MID CAP VALUE VIP		DIMENSIONAL VA US TARGETED VALUE PORTFOLIO
INVESTMENT INCOME:
Dividends	$	2,136	$	89,945	$	189,657	$		$	31,756	$	13,115
EXPENSES:
Mortality and expense risk		3,583		59,438		129,668		7,616		36,259		4,674
NET INVESTMENT INCOME (LOSS)		(1,447)		30,507		59,989		(7,616)		(4,503)		8,441
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		(28,266)		168,855		336,819		58,554		248,485		(982)
Realized gain on distributions		65,891		444,677		1,316,787		193,988		560,164		46,562
Net realized gain (loss) on investments		37,625		613,532		1,653,606		252,542		808,649		45,580
Change in net unrealized appreciation (depreciation) on investments		(14,576)		(1,221,099)		1,648,983		(155,790)		(51,944)		214,177
Net realized and unrealized gain (loss) on investments		23,049		(607,567)		3,302,589		96,752		756,705		259,757
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	21,602	$	(577,060)	$	3,362,578	$	89,136	$	752,202	$	268,198

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	DREYFUS IP MIDCAP STOCK PORTFOLIO		DREYFUS VIF APPRECIATION PORTFOLIO		DREYFUS VIF GROWTH AND INCOME PORTFOLIO		DREYFUS VIF OPPORTUNISTIC SMALL CAP PORTFOLIO		FEDERATED FUND FOR US GOVERNMENT SECURITIES II		FEDERATED MANAGED TAIL RISK FUND II
INVESTMENT INCOME:
Dividends	$	22,781	$	147,213	$	48,100	$		$	950,866	$	34,852
EXPENSES:
Mortality and expense risk		15,422		68,759		29,204		3,839		301,940		16,254
NET INVESTMENT INCOME (LOSS)		7,359		78,454		18,896		(3,839)		648,926		18,598
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		202,124		(8,986)		58,327		43,957		(241,918)		(85,995)
Realized gain on distributions		151,242		1,413,655		441,156		44,258
Net realized gain (loss) on investments		353,366		1,404,669		499,483		88,215		(241,918)		(85,995)
Change in net unrealized appreciation (depreciation) on investments		(68,359)		(847,333)		(164,205)		(9,721)		(93,758)		(32,180)
Net realized and unrealized gain (loss) on investments		285,007		557,336		335,278		78,494		(335,676)		(118,175)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	292,366	$	635,790	$	354,174	$	74,655	$	313,250	$	(99,577)

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	FEDERATED MANAGED VOLATILITY FUND II	FRANKLIN SMALL CAP VALUE VIP FUND		GOLDMAN SACHS VIT MULTI- STRATEGY ALTERNATIVES PORTFOLIO		GREAT-WEST ARIEL MID CAP VALUE FUND		GREAT-WEST LOOMIS SAYLES BOND FUND		GREAT-WEST SECURE- FOUNDATION® BALANCED FUND
				(1)		(2)		(1)
INVESTMENT INCOME:
Dividends	$          30,006	$	34,574	$	94	$	51	$	2,836	$	2,296,496
EXPENSES:
Mortality and expense risk	5,250		31,116		101		12		659		725,454
NET INVESTMENT INCOME (LOSS)	24,756		3,458		(7)		39		2,177		1,571,042
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares	1,850		(361,797)		1				12		(235,522)
Realized gain on distributions			635,368				55		1,592		2,518,467
Net realized gain (loss) on investments	1,850		273,571		1		55		1,604		2,282,945
Change in net unrealized appreciation (depreciation) on investments	12,038		908,856		386		413		(2,399)		4,949,818
Net realized and unrealized gain (loss) on investments	13,888		1,182,427		387		468		(795)		7,232,763
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$          38,644	$	1,185,885	$	380	$	507	$	1,382	$	8,803,805
	(1) For the period May 16, 2016 to December 31, 2016.
	(2) For the period October 17, 2016 to December 31, 2016.

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	INVESCO V.I. COMSTOCK FUND		INVESCO V.I. CORE EQUITY FUND		INVESCO V.I. GROWTH & INCOME FUND		INVESCO V.I. HIGH YIELD FUND		INVESCO V.I. INTERNATIONAL GROWTH FUND		INVESCO V.I. MID CAP CORE EQUITY FUND
INVESTMENT INCOME:
Dividends	$	81,248	$	29,609	$	110,859	$	163,514	$	162,476	$	1,657
EXPENSES:
Mortality and expense risk		38,759		33,174		72,649		28,926		86,219		15,969
NET INVESTMENT INCOME (LOSS)		42,489		(3,565)		38,210		134,588		76,257		(14,312)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		159,131		171,087		112,117		(43,214)		254,590		(10,375)
Realized gain on distributions		405,396		265,397		916,157						141,301
Net realized gain (loss) on investments		564,527		436,484		1,028,274		(43,214)		254,590		130,926
Change in net unrealized appreciation (depreciation) on investments		204,389		(88,440)		650,561		268,058		(474,957)		142,287
Net realized and unrealized gain (loss) on investments		768,916		348,044		1,678,835		224,844		(220,367)		273,213
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	811,405	$	344,479	$	1,717,045	$	359,432	$	(144,110)	$	258,901

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	INVESCO V.I. SMALL CAP EQUITY FUND		INVESCO V.I. TECHNOLOGY FUND		IVY VIP INTERNATIONAL CORE EQUITY		JANUS ASPEN BALANCED PORTFOLIO INSTITUTIONAL SHARES		JANUS ASPEN BALANCED PORTFOLIO SERVICE SHARES		JANUS ASPEN FLEXIBLE BOND PORTFOLIO INSTITUTIONAL SHARES
INVESTMENT INCOME:
Dividends	$		$		$	3,042	$	284,594	$	1,365,614	$	570,987
EXPENSES:
Mortality and expense risk		16,271		18,489		1,207		82,189		507,821		138,061
NET INVESTMENT INCOME (LOSS)		(16,271)		(18,489)		1,835		202,405		857,793		432,926
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		(381,798)		(87,271)		(1,341)		(45,465)		753,615		48,372
Realized gain on distributions		148,930		108,368		2,456		186,511		975,545
Net realized gain (loss) on investments		(232,868)		21,097		1,115		141,046		1,729,160		48,372
Change in net unrealized appreciation (depreciation) on investments		501,680		(93,280)		600		154,426		(87,786)		(200,601)
Net realized and unrealized gain (loss) on investments		268,812		(72,183)		1,715		295,472		1,641,374		(152,229)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	252,541	$	(90,672)	$	3,550	$	497,877	$	2,499,167	$	280,697

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	JANUS ASPEN FLEXIBLE BOND PORTFOLIO SERVICE SHARES		JANUS ASPEN GLOBAL RESEARCH PORTFOLIO		JANUS ASPEN GLOBAL TECHNOLOGY PORTFOLIO INSTITUTIONAL SHARES		JANUS ASPEN GLOBAL TECHNOLOGY PORTFOLIO SERVICE SHARES		JANUS ASPEN JANUS PORTFOLIO		JANUS ASPEN OVERSEAS PORTFOLIO INSTITUTIONAL SHARES
INVESTMENT INCOME:
Dividends	$	1,223,592	$	82,854	$	301	$	634	$	37,383	$	158,949
EXPENSES:
Mortality and expense risk		367,716		61,720		834		7,167		58,663		28,886
NET INVESTMENT INCOME (LOSS)		855,876		21,134		(533)		(6,533)		(21,280)		130,063
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		(339,170)		393,234		(22,902)		43,580		126,607		(503,257)
Realized gain on distributions						5,394		24,512		431,271		106,213
Net realized gain (loss) on investments		(339,170)		393,234		(17,508)		68,092		557,878		(397,044)
Change in net unrealized appreciation (depreciation) on investments		223,177		(318,495)		23,587		8,193		(574,823)		(37,524)
Net realized and unrealized gain (loss) on investments		(115,993)		74,739		6,079		76,285		(16,945)		(434,568)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	739,883	$	95,873	$	5,546	$	69,752	$	(38,225)	$	(304,505)

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	JANUS ASPEN OVERSEAS PORTFOLIO SERVICE SHARES		JPMORGAN INSURANCE TRUST SMALL CAP CORE PORTFOLIO		LAZARD RETIREMENT EMERGING MARKETS EQUITY PORTFOLIO		LVIP BARON GROWTH OPPORTUNITIES FUND		MFS VIT II INTERNATIONAL VALUE PORTFOLIO		MFS VIT UTILITIES SERIES
INVESTMENT INCOME:
Dividends	$	74,958	$	9,460	$	142,130	$	93,212	$	314,813	$	293,812
EXPENSES:
Mortality and expense risk		13,358		11,739		92,988		143,570		190,922		53,826
NET INVESTMENT INCOME (LOSS)		61,600		(2,279)		49,142		(50,358)		123,891		239,986
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		(225,366)		21,296		(877,026)		539,364		1,099,097		(883,474)
Realized gain on distributions		52,202		147,850				1,310,152		636,514		186,607
Net realized gain (loss) on investments		(173,164)		169,146		(877,026)		1,849,516		1,735,611		(696,867)
Change in net unrealized appreciation (depreciation) on investments		(24,148)		175,885		3,045,410		(944,141)		(1,036,598)		1,082,757
Net realized and unrealized gain (loss) on investments		(197,312)		345,031		2,168,384		905,375		699,013		385,890
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(135,712)	$	342,752	$	2,217,526	$	855,017	$	822,904	$	625,876

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	NEUBERGER BERMAN AMT MID CAP INTRINSIC VALUE PORTFOLIO		NEUBERGER BERMAN AMT SOCIALLY RESPONSIVE PORTFOLIO		NVIT MID CAP INDEX FUND		OPPENHEIMER GLOBAL FUND/VA		OPPENHEIMER INTERNATIONAL GROWTH FUND/VA		OPPENHEIMER MAIN STREET SMALL CAP FUND/VA
INVESTMENT INCOME:
Dividends	$	1,730	$	3,209	$	195,066	$	273,383	$	151,963	$	5,844
EXPENSES:
Mortality and expense risk		5,091		2,466		116,852		189,995		92,001		9,256
NET INVESTMENT INCOME (LOSS)		(3,361)		743		78,214		83,388		59,962		(3,412)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		28,132		63		677,332		1,133,742		351,544		(109,048)
Realized gain on distributions		47,179		23,607		1,501,176		1,732,867		323,270		43,325
Net realized gain (loss) on investments		75,311		23,670		2,178,508		2,866,609		674,814		(65,723)
Change in net unrealized appreciation (depreciation) on investments		33,915		33,091		674,734		(3,409,576)		(1,118,359)		282,519
Net realized and unrealized gain (loss) on investments		109,226		56,761		2,853,242		(542,967)		(443,545)		216,796
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	105,865	$	57,504	$	2,931,456	$	(459,579)	$	(383,583)	$	213,384

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	PIMCO VIT COMMODITY REALRETURN STRATEGY PORTFOLIO		PIMCO VIT HIGH YIELD PORTFOLIO		PIMCO VIT LOW DURATION PORTFOLIO		PIMCO VIT REAL RETURN PORTFOLIO		PIMCO VIT TOTAL RETURN PORTFOLIO		PIONEER EMERGING MARKETS VCT PORTFOLIO
INVESTMENT INCOME:
Dividends	$	8,035	$	1,552,599	$	1,081,317	$	17,114	$	2,178,376	$	314
EXPENSES:
Mortality and expense risk		3,909		214,632		526,268		4,461		747,926		1,079
NET INVESTMENT INCOME (LOSS)		4,126		1,337,967		555,049		12,653		1,430,450		(765)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		(47,500)		(653,582)		(259,470)		(13,373)		(875,076)		(22,945)
Realized gain on distributions
Net realized gain (loss) on investments		(47,500)		(653,582)		(259,470)		(13,373)		(875,076)		(22,945)
Change in net unrealized appreciation (depreciation) on investments		129,962		2,542,964		184,226		34,904		1,481,433		32,603
Net realized and unrealized gain (loss) on investments		82,462		1,889,382		(75,244)		21,531		606,357		9,658
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	86,588	$	3,227,349	$	479,805	$	34,184	$	2,036,807	$	8,893

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	PIONEER FUND VCT PORTFOLIO		PIONEER MID CAP VALUE VCT PORTFOLIO		PIONEER SELECT MID CAP GROWTH VCT PORTFOLIO		PRUDENTIAL SERIES FUND EQUITY PORTFOLIO		PRUDENTIAL SERIES FUND NATURAL RESOURCES PORTFOLIO		PUTNAM VT AMERICAN GOVERNMENT INCOME FUND
INVESTMENT INCOME:
Dividends	$	38,905	$	8,660	$		$		$		$	260,676
EXPENSES:
Mortality and expense risk		23,267		14,028		37,381		12,075		6,115		98,001
NET INVESTMENT INCOME (LOSS)		15,638		(5,368)		(37,381)		(12,075)		(6,115)		162,675
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		30,411		(218,732)		(167,814)		108,499		(57,172)		(156,673)
Realized gain on distributions		502,060		115,727		595,485
Net realized gain (loss) on investments		532,471		(103,005)		427,671		108,499		(57,172)		(156,673)
Change in net unrealized appreciation (depreciation) on investments		(298,656)		332,898		(281,672)		(59,954)		264,548		(71,868)
Net realized and unrealized gain (loss) on investments		233,815		229,893		145,999		48,545		207,376		(228,541)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	249,453	$	224,525	$	108,618	$	36,470	$	201,261	$	(65,866)

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	PUTNAM VT EQUITY INCOME FUND		PUTNAM VT GLOBAL ASSET ALLOCATION FUND		PUTNAM VT GLOBAL HEALTH CARE FUND		PUTNAM VT INCOME FUND		PUTNAM VT INTERNATIONAL EQUITY FUND		PUTNAM VT INTERNATIONAL VALUE FUND
			(1)						(2)
INVESTMENT INCOME:
Dividends	$	203,985	$		$		$	13,896	$		$	6,357
EXPENSES:
Mortality and expense risk		84,140		260		57,609		2,521		992		1,805
NET INVESTMENT INCOME (LOSS)		119,845		(260)		(57,609)		11,375		(992)		4,552
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		737,379		(1)		(327,539)		(930)		19		(235)
Realized gain on distributions		192,045				929,628
Net realized gain (loss) on investments		929,424		(1)		602,089		(930)		19		(235)
Change in net unrealized appreciation (depreciation) on investments		251,271		4,730		(1,864,411)		(9,746)		5,591		5,658
Net realized and unrealized gain (loss) on investments		1,180,695		4,729		(1,262,322)		(10,676)		5,610		5,423
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	1,300,540	$	4,469	$	(1,319,931)	$	699	$	4,618	$	9,975

    (1)   For the period September 7, 2016 to December 31, 2016.

    (2)   For the period May 6, 2016 to December 31, 2016.

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	PUTNAM VT INVESTORS FUND		PUTNAM VT SMALL CAP VALUE FUND		ROYCE CAPITAL FUND - SMALL- CAP PORTFOLIO		SCHWAB GOVERNMENT MONEY MARKET PORTFOLIO		SCHWAB MARKETTRACK GROWTH PORTFOLIO		SCHWAB S&P 500 INDEX PORTFOLIO
			(1)
INVESTMENT INCOME:
Dividends	$	11,553	$	203	$	59,083	$	11,700	$	444,184	$	4,353,754
EXPENSES:
Mortality and expense risk		5,172		89		28,517		720,687		198,378		1,777,177
NET INVESTMENT INCOME (LOSS)		6,381		114		30,566		(708,987)		245,806		2,576,577
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		(4,898)		30		(390,571)				2,028,656		11,372,064
Realized gain on distributions		26,310		1,396		646,842				819,758
Net realized gain (loss) on investments		21,412		1,426		256,271		0		2,848,414		11,372,064
Change in net unrealized appreciation (depreciation) on investments		52,937		3,793		382,666				(1,022,676)		11,970,151
Net realized and unrealized gain (loss) on investments		74,349		5,219		638,937		0		1,825,738		23,342,215
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	80,730	$	5,333	$	669,503	$	(708,987)	$	2,071,544	$	25,918,792

          (1)   For the period January 20, 2016 to December 31, 2016.

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	SCHWAB VIT BALANCED PORTFOLIO		SCHWAB VIT BALANCED WITH GROWTH PORTFOLIO		SCHWAB VIT GROWTH PORTFOLIO		SENTINEL VARIABLE PRODUCTS BOND FUND		SENTINEL VARIABLE PRODUCTS COMMON STOCK FUND		SENTINEL VARIABLE PRODUCTS SMALL COMPANY FUND
	(1)		(2)		(3)
INVESTMENT INCOME:
Dividends	$		$	4,201	$		$	214,745	$	141,619	$	2,738
EXPENSES:
Mortality and expense risk		282		5,025		130		83,782		59,909		25,686
NET INVESTMENT INCOME (LOSS)		(282)		(824)		(130)		130,963		81,710		(22,948)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		(239)		97		7		(234,949)		(48,590)		(253,459)
Realized gain on distributions				283						728,248		297,694
Net realized gain (loss) on investments		(239)		380		7		(234,949)		679,658		44,235
Change in net unrealized appreciation (depreciation) on investments		(1,694)		4,071		1,795		142,876		88,075		624,514
Net realized and unrealized gain (loss) on investments		(1,933)		4,451		1,802		(92,073)		767,733		668,749
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(2,215)	$	3,627	$	1,672	$	38,890	$	849,443	$	645,801

(1) For the period July 6, 2016 to December 31, 2016.

(2) For the period June 15, 2016 to December 31, 2016.

(3) For the period July 5, 2016 to December 31, 2016.

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	T. ROWE PRICE HEALTH SCIENCES PORTFOLIO		T. ROWE PRICE HEALTH SCIENCES PORTFOLIO CLASS II		TEMPLETON FOREIGN VIP FUND		TEMPLETON GLOBAL BOND VIP FUND		THIRD AVENUE VALUE PORTFOLIO		TOUCHSTONE VST FOCUSED FUND
INVESTMENT INCOME:
Dividends	$		$		$	128,772	$		$	15,512	$
EXPENSES:
Mortality and expense risk		1,327		22,335		46,015		44,411		14,057		22,206
NET INVESTMENT INCOME (LOSS)		(1,327)		(22,335)		82,757		(44,411)		1,455		(22,206)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		(42,601)		(389,475)		(227,951)		(377,738)		150,456		120,173
Realized gain on distributions		1,990		13,396		115,339		5,693				639,176
Net realized gain (loss) on investments		(40,611)		(376,079)		(112,612)		(372,045)		150,456		759,349
Change in net unrealized appreciation (depreciation) on investments		(14,450)		(97,686)		426,382		545,247		9,930		(359,464)
Net realized and unrealized gain (loss) on investments		(55,061)		(473,765)		313,770		173,202		160,386		399,885
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(56,388)	$	(496,100)	$	396,527	$	128,791	$	161,841	$	377,679

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	UNIVERSAL INSTITUTIONAL FUNDS U.S. REAL ESTATE PORTFOLIO		VAN ECK VIP GLOBAL HARD ASSETS FUND		VAN ECK VIP UNCONSTRAINED EMERGING MARKETS BOND FUND		VANGUARD VIF CAPITAL GROWTH PORTFOLIO		VANGUARD VIF DIVERSIFIED VALUE PORTFOLIO		VANGUARD VIF MID-CAP INDEX PORTFOLIO
INVESTMENT INCOME:
Dividends	$	119,362	$	11,633	$		$	21,862	$	25,815	$	22,963
EXPENSES:
Mortality and expense risk		72,471		20,979		46,675		11,785		7,472		13,333
NET INVESTMENT INCOME (LOSS)		46,891		(9,346)		(46,675)		10,077		18,343		9,630
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		672,216		(1,124,535)		(921,464)		(5,962)		(13,678)		(12,171)
Realized gain on distributions								47,987		52,807		114,187
Net realized gain (loss) on investments		672,216		(1,124,535)		(921,464)		42,025		39,129		102,016
Change in net unrealized appreciation (depreciation) on investments		(221,500)		2,127,822		1,343,851		207,854		135,270		152,002
Net realized and unrealized gain (loss) on investments		450,716		1,003,287		422,387		249,879		174,399		254,018
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	497,607	$	993,941	$	375,712	$	259,956	$	192,742	$	263,648

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2016

	INVESTMENT DIVISIONS
	VANGUARD VIF REIT INDEX PORTFOLIO		VANGUARD VIF SMALL COMPANY GROWTH PORTFOLIO		WELLS FARGO ADVANTAGE VT DISCOVERY FUND		WELLS FARGO ADVANTAGE VT OMEGA GROWTH FUND		WELLS FARGO ADVANTAGE VT OPPORTUNITY FUND		WELLS FARGO ADVANTAGE VT SMALL CAP VALUE FUND
											(1)
INVESTMENT INCOME:
Dividends	$	41,122	$	2,371	$		$		$	108,260	$	2,580
EXPENSES:
Mortality and expense risk		10,931		5,434		40,131		5,489		40,513		4,331
NET INVESTMENT INCOME (LOSS)		30,191		(3,063)		(40,131)		(5,489)		67,747		(1,751)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on sale of fund shares		(5,287)		(10,700)		(308,000)		(55,967)		310,731		203,589
Realized gain on distributions		109,110		60,203		411,557		37,436		537,484
Net realized gain (loss) on investments		103,823		49,503		103,557		(18,531)		848,215		203,589
Change in net unrealized appreciation (depreciation) on investments		(40,153)		107,075		274,809		15,934		(337,245)		(95,876)
Net realized and unrealized gain (loss) on investments		63,670		156,578		378,366		(2,597)		510,970		107,713
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	93,861	$	153,515	$	338,235	$	(8,086)	$	578,717	$	105,962

(1) For the period January 1, 2016 to May 2, 2016.

The accompanying notes are an integral part of these financial statements. (Concluded)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	AB VPS GROWTH AND INCOME PORTFOLIO				AB VPS GROWTH PORTFOLIO				AB VPS INTERNATIONAL GROWTH PORTFOLIO
	2016		2015		2016		2015		2016		2015
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	27,973	$	49,739	$	(19,183)	$	(14,915)	$	(69,005)	$	(50,975)
Net realized gain (loss) on investments		675,677		300,462		605,003		666,968		(36,819)		575,313
Change in net unrealized appreciation (depreciation) on investments		87,313		(292,484)		(562,868)		(512,878)		(646,837)		(768,198)
Increase (decrease) in net assets resulting from operations		790,963		57,717		22,952		139,175		(752,661)		(243,860)
CONTRACT TRANSACTIONS:
Purchase payments received		136,384		322,694		113,481		233,556		226,938		90,315
Transfers for contract benefits and terminations		(620,505)		(384,153)		(120,827)		(60,031)		(448,915)		(697,265)
Net transfers		964,321		(62,279)		536,071		448,843		(1,039,922)		(2,401,510)
Contract charges		(35)		(38)		(7)				(70)		(143)
Adjustments to net assets allocated to contracts in payout phase		12,921		(3,131)						(513)		3,928
Increase (decrease) in net assets resulting from contract transactions		493,086		(126,907)		528,718		622,368		(1,262,482)		(3,004,675)
Total increase (decrease) in net assets		1,284,049		(69,190)		551,670		761,543		(2,015,143)		(3,248,535)
NET ASSETS:
Beginning of period		6,819,945		6,889,135		2,388,778		1,627,235		10,575,225		13,823,760
End of period	$	8,103,994	$	6,819,945	$	2,940,448	$	2,388,778	$	8,560,082	$	10,575,225
CHANGES IN UNITS OUTSTANDING:
Units issued		89,009		85,765		73,769		85,422		27,883		63,568
Units redeemed		(51,413)		(67,897)		(40,115)		(40,347)		(112,703)		(253,363)
Net increase (decrease)		37,596		17,868		33,654		45,075		(84,820)		(189,795)

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	AB VPS INTERNATIONAL VALUE PORTFOLIO				AB VPS REAL ESTATE INVESTMENT PORTFOLIO				AB VPS SMALL/MID CAP VALUE PORTFOLIO
	2016		2015		2016		2015		2016		2015
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	14,990	$	61,996	$	187,963	$	168,260	$	(7,322)	$	943
Net realized gain (loss) on investments		36,305		88,522		(195,387)		337,679		(28,517)		888,341
Change in net unrealized appreciation (depreciation) on investments		(102,694)		(68,806)		1,267,207		(596,442)		1,284,935		(1,243,482)
Increase (decrease) in net assets resulting from operations		(51,399)		81,712		1,259,783		(90,503)		1,249,096		(354,198)
CONTRACT TRANSACTIONS:
Purchase payments received						216,421		835,039		130,025		280,294
Transfers for contract benefits and terminations		(340,679)		(166,343)		(1,372,704)		(1,660,197)		(406,927)		(367,775)
Net transfers		(242,836)		(282,681)		(30,706)		(288,630)		411,874		(289,332)
Contract charges		(30)		(30)						(100)		(88)
Adjustments to net assets allocated to contracts in payout phase		1,374		224		182,771		52,780		445		548
Increase (decrease) in net assets resulting from contract transactions		(582,171)		(448,830)		(1,004,218)		(1,061,008)		135,317		(376,353)
Total increase (decrease) in net assets		(633,570)		(367,118)		255,565		(1,151,511)		1,384,413		(730,551)
NET ASSETS:
Beginning of period		3,427,359		3,794,477		18,927,168		20,078,679		5,665,377		6,395,928
End of period	$	2,793,789	$	3,427,359	$	19,182,733	$	18,927,168	$	7,049,790	$	5,665,377
CHANGES IN UNITS OUTSTANDING:
Units issued		188		197		118,556		185,080		98,514		68,259
Units redeemed		(74,394)		(54,195)		(145,107)		(123,984)		(90,213)		(72,087)
Net increase (decrease)		(74,206)		(53,998)		(26,551)		61,096		8,301		(3,828)

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	ALGER BALANCED PORTFOLIO				ALGER CAPITAL APPRECIATION PORTFOLIO				ALGER LARGE CAP GROWTH PORTFOLIO
	2016		2015		2016		2015		2016		2015
							(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	10,170	$	10,658	$	(653)	$	(103)	$	(173,099)	$	(207,637)
Net realized gain (loss) on investments		1,743		4,293		(4,979)		17,843		518,380		4,096,664
Change in net unrealized appreciation (depreciation) on investments		47,688		(8,348)		3,988		(13,985)		(866,015)		(3,787,980)
Increase (decrease) in net assets resulting from operations		59,601		6,603		(1,644)		3,755		(520,734)		101,047
CONTRACT TRANSACTIONS:
Purchase payments received						275,677		146,141		318,759		595,053
Transfers for contract benefits and terminations		(12,429)		(24,905)		(744)				(1,227,488)		(1,277,435)
Net transfers		(1)		(12,562)		380		11,757		(2,630,543)		879,316
Contract charges										(1,421)		(1,555)
Adjustments to net assets allocated to contracts in payout phase		2,382		1,802						27,019		9,797
Increase (decrease) in net assets resulting from contract transactions		(10,048)		(35,665)		275,313		157,898		(3,513,674)		205,176
Total increase (decrease) in net assets		49,553		(29,062)		273,669		161,653		(4,034,408)		306,223
NET ASSETS:
Beginning of period		781,923		810,985		161,653		0		25,295,738		24,989,515
End of period	$	831,476	$	781,923	$	435,322	$	161,653	$	21,261,330	$	25,295,738
CHANGES IN UNITS OUTSTANDING:
Units issued		227		239		32,997		16,145		102,955		267,049
Units redeemed		(747)		(2,282)		(5,637)				(243,624)		(226,257)
Net increase (decrease)		(520)		(2,043)		27,360		16,145		(140,669)		40,792

  (1) For the period July 6, 2015 to December 31, 2015.

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	ALGER MID CAP GROWTH PORTFOLIO				ALPS RED ROCKS LISTED PRIVATE EQUITY PORTFOLIO		AMERICAN CENTURY INVESTMENTS VP BALANCED FUND
	2016		2015		2016		2016		2015
					(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	(31,109)	$	(43,610)	$	421	$	155,062	$	188,614
Net realized gain (loss) on investments		302,294		749,729		3		588,834		2,010,120
Change in net unrealized appreciation (depreciation) on investments		(304,366)		(812,563)		72		324,481		(2,790,035)
Increase (decrease) in net assets resulting from operations		(33,181)		(106,444)		496		1,068,377		(591,301)
CONTRACT TRANSACTIONS:
Purchase payments received		12,393		16,268		5,417		2,164,204		2,389,624
Transfers for contract benefits and terminations		(209,891)		(390,948)				(1,233,904)		(893,938)
Net transfers		(711,041)		(709,264)		2,955		(1,316,899)		86,504
Contract charges		(148)		(155)				(346)		(297)
Adjustments to net assets allocated to contracts in payout phase		15,820		(13,289)				3,511		2,256
Increase (decrease) in net assets resulting from contract transactions		(892,867)		(1,097,388)		8,372		(383,434)		1,584,149
Total increase (decrease) in net assets		(926,048)		(1,203,832)		8,868		684,943		992,848
NET ASSETS:
Beginning of period		4,789,487		5,993,319		0		18,077,118		17,084,270
End of period	$	3,863,439	$	4,789,487	$	8,868	$	18,762,061	$	18,077,118
CHANGES IN UNITS OUTSTANDING:
Units issued		6,422		31,012		838		302,490		326,136
Units redeemed		(46,711)		(77,780)				(281,621)		(142,539)
Net increase (decrease)		(40,289)		(46,768)		838		20,869		183,597

    (1) For the period May 4, 2016 to December 31, 2016.

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	AMERICAN CENTURY INVESTMENTS VP INCOME & GROWTH FUND				AMERICAN CENTURY INVESTMENTS VP INTERNATIONAL FUND				AMERICAN CENTURY INVESTMENTS VP MID CAP VALUE FUND
	2016		2015		2016		2015		2016		2015
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	93,178	$	72,979	$	13,538	$	(19,966)	$	77,694	$	61,414
Net realized gain (loss) on investments		361,240		783,567		35,177		69,179		609,163		873,568
Change in net unrealized appreciation (depreciation) on investments		256,642		(1,181,941)		(360,636)		(64,132)		1,115,628		(1,100,294)
Increase (decrease) in net assets resulting from operations		711,060		(325,395)		(311,921)		(14,919)		1,802,485		(165,312)
CONTRACT TRANSACTIONS:
Purchase payments received		313,512		361,987		498,492		103,894		246,962		384,493
Transfers for contract benefits and terminations		(413,857)		(121,001)		(271,760)		(218,806)		(458,042)		(354,295)
Net transfers		516,134		172,810		(22,515)		389,429		2,395,394		(602,222)
Contract charges						(153)		(188)		(44)		(67)
Adjustments to net assets allocated to contracts in payout phase		5,055		1,201		4,242		477		6,131		(626)
Increase (decrease) in net assets resulting from contract transactions		420,844		414,997		208,306		274,806		2,190,401		(572,717)
Total increase (decrease) in net assets		1,131,904		89,602		(103,615)		259,887		3,992,886		(738,029)
NET ASSETS:
Beginning of period		5,120,353		5,030,751		4,832,280		4,572,393		7,557,721		8,295,750
End of period	$	6,252,257	$	5,120,353	$	4,728,665	$	4,832,280	$	11,550,607	$	7,557,721
CHANGES IN UNITS OUTSTANDING:
Units issued		187,493		95,669		111,321		51,525		207,092		81,660
Units redeemed		(145,152)		(53,468)		(79,917)		(21,431)		(106,827)		(80,366)
Net increase (decrease)		42,341		42,201		31,404		30,094		100,265		1,294

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	AMERICAN CENTURY INVESTMENTS VP VALUE FUND				AMERICAN FUNDS IS GLOBAL GROWTH FUND				AMERICAN FUNDS IS NEW WORLD FUND
	2016		2015		2016		2015		2016
									(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	254,864	$	347,034	$	4,761	$	4,112	$	1,261
Net realized gain (loss) on investments		2,020,435		3,144,540		52,517		30,122		96
Change in net unrealized appreciation (depreciation) on investments		2,032,217		(4,598,228)		(35,621)		(17,880)		10,212
Increase (decrease) in net assets resulting from operations		4,307,516		(1,106,654)		21,657		16,354		11,569
CONTRACT TRANSACTIONS:
Purchase payments received		457,873		684,388		145,518		411,699		96,898
Transfers for contract benefits and terminations		(1,931,120)		(1,141,111)		(23,088)		(44,714)
Net transfers		3,166,364		(3,382,642)		76,282		30,096		215,547
Contract charges		(196)		(255)
Adjustments to net assets allocated to contracts in payout phase		18,670		2,483
Increase (decrease) in net assets resulting from contract transactions		1,711,591		(3,837,137)		198,712		397,081		312,445
Total increase (decrease) in net assets		6,019,107		(4,943,791)		220,369		413,435		324,014
NET ASSETS:
Beginning of period		22,654,294		27,598,085		534,540		121,105		0
End of period	$	28,673,401	$	22,654,294	$	754,909	$	534,540	$	324,014
CHANGES IN UNITS OUTSTANDING:
Units issued		349,556		189,858		25,136		41,699		31,314
Units redeemed		(270,416)		(306,864)		(5,071)		(4,401)		(37)
Net increase (decrease)		79,140		(117,006)		20,065		37,298		31,277

         (1) For the period May 6, 2016 to December 31, 2016.

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	BLACKROCK GLOBAL ALLOCATION VI FUND				CLEARBRIDGE VARIABLE MID CAP PORTFOLIO		CLEARBRIDGE VARIABLE SMALL CAP GROWTH PORTFOLIO		COLUMBIA VARIABLE PORTFOLIO - LARGE CAP GROWTH FUND
	2016		2015		2016		2016		2016
					(1)		(2)		(3)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	32,781	$	23,539	$	347	$	(2,492)	$	(7,395)
Net realized gain (loss) on investments		(125,919)		163,170		1,558		26,085		6,127
Change in net unrealized appreciation (depreciation) on investments		251,136		(291,648)		5,635		93,282		76,575
Increase (decrease) in net assets resulting from operations		157,998		(104,939)		7,540		116,875		75,307
CONTRACT TRANSACTIONS:
Purchase payments received		278,770		1,558,960		77,158		54,449		14,562
Transfers for contract benefits and terminations		(271,131)		(149,455)						(73,476)
Net transfers		605,261		1,413,733		26,041		540,002		1,522,801
Contract charges										(16)
Adjustments to net assets allocated to contracts in payout phase		(1,053)		(232)
Increase (decrease) in net assets resulting from contract transactions		611,847		2,823,006		103,199		594,451		1,463,871
Total increase (decrease) in net assets		769,845		2,718,067		110,739		711,326		1,539,178
NET ASSETS:
Beginning of period		4,174,535		1,456,468		0		0		0
End of period	$	4,944,380	$	4,174,535	$	110,739	$	711,326	$	1,539,178
CHANGES IN UNITS OUTSTANDING:
Units issued		132,873		334,568		10,010		70,475		161,781
Units redeemed		(71,088)		(58,403)				(28)		(15,176)
Net increase (decrease)		61,785		276,165		10,010		70,447		146,605

(1) For the period June 17, 2016 to December 31, 2016.

(2) For the period February 26, 2016 to December 31, 2016.

(3) For the period May 2, 2016 to December 31, 2016.

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	COLUMBIA VARIABLE PORTFOLIO - LARGE CAP GROWTH FUND II				COLUMBIA VARIABLE PORTFOLIO - SELIGMAN GLOBAL TECHNOLOGY FUND				COLUMBIA VARIABLE PORTFOLIO - SMALL CAP VALUE FUND
	2016		2015		2016		2015		2016		2015
	(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	(3,840)	$	(14,408)	$	(58,685)	$	(56,209)	$	(6,021)	$	(1,267)
Net realized gain (loss) on investments		(358,235)		426,027		1,505,725		1,715,129		110,797		59,914
Change in net unrealized appreciation (depreciation) on investments		237,081		(391,370)		(256,335)		(1,112,707)		416,362		(138,654)
Increase (decrease) in net assets resulting from operations		(124,994)		20,249		1,190,705		546,213		521,138		(80,007)
CONTRACT TRANSACTIONS:
Purchase payments received		100		56,184		100,770		81,369		44,728		225,857
Transfers for contract benefits and terminations		(19,051)		(75,758)		(579,384)		(386,180)		(142,080)		(43,884)
Net transfers		(1,677,543)		(362,714)		267,707		310,693		1,777,068		(20,498)
Contract charges				(14)		(76)		(83)		(1)
Adjustments to net assets allocated to contracts in payout phase		4,433		(4,433)		11,099		903		481		522
Increase (decrease) in net assets resulting from contract transactions		(1,692,061)		(386,735)		(199,884)		6,702		1,680,196		161,997
Total increase (decrease) in net assets		(1,817,055)		(366,486)		990,821		552,915		2,201,334		81,990
NET ASSETS:
Beginning of period		1,817,055		2,183,541		7,961,355		7,408,440		1,047,366		965,376
End of period	$	0	$	1,817,055	$	8,952,176	$	7,961,355	$	3,248,700	$	1,047,366
CHANGES IN UNITS OUTSTANDING:
Units issued		1,320		21,460		227,170		228,292		97,926		33,718
Units redeemed		(93,310)		(31,066)		(251,151)		(233,680)		(26,363)		(14,868)
Net increase (decrease)		(91,990)		(9,606)		(23,981)		(5,388)		71,563		18,850

(1) For the period January 1, 2016 to May 2, 2016.

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	DELAWARE VIP EMERGING MARKETS SERIES				DELAWARE VIP SMALL CAP VALUE SERIES				DELAWARE VIP SMID CAP GROWTH SERIES
	2016		2015		2016		2015		2016		2015
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	5,019	$	(498)	$	48,266	$	(584)	$	(38,854)	$	(25,651)
Net realized gain (loss) on investments		(38,755)		(30,367)		2,386,669		3,359,205		793,545		718,886
Change in net unrealized appreciation (depreciation) on investments		172,171		(97,775)		2,755,917		(4,806,324)		(166,860)		(238,249)
Increase (decrease) in net assets resulting from operations		138,435		(128,640)		5,190,852		(1,447,703)		587,831		454,986
CONTRACT TRANSACTIONS:
Purchase payments received		202,315		164,872		89,163		391,466		110,527		132,877
Transfers for contract benefits and terminations		(152,735)		(34,041)		(657,156)		(1,235,547)		(236,878)		(361,077)
Net transfers		292,059		726,698		(531,747)		(1,291,034)		21,894		1,108,463
Contract charges						(139)		(261)		(180)		(166)
Adjustments to net assets allocated to contracts in payout phase						28,014		6,218		6,728		63
Increase (decrease) in net assets resulting from contract transactions		341,639		857,529		(1,071,865)		(2,129,158)		(97,909)		880,160
Total increase (decrease) in net assets		480,074		728,889		4,118,987		(3,576,861)		489,922		1,335,146
NET ASSETS:
Beginning of period		1,095,538		366,649		18,347,859		21,924,720		7,855,395		6,520,249
End of period	$	1,575,612	$	1,095,538	$	22,466,846	$	18,347,859	$	8,345,317	$	7,855,395
CHANGES IN UNITS OUTSTANDING:
Units issued		103,708		119,272		53,344		69,669		96,799		131,757
Units redeemed		(64,999)		(19,178)		(76,106)		(109,491)		(90,804)		(79,176)
Net increase (decrease)		38,709		100,094		(22,762)		(39,822)		5,995		52,581

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	DEUTSCHE CAPITAL GROWTH VIP				DEUTSCHE CORE EQUITY VIP				DEUTSCHE GLOBAL SMALL CAP VIP
	2016		2015		2016		2015		2016		2015
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	24,144	$	(13,503)	$	66,603	$	5,495	$	(1,447)	$	(259)
Net realized gain (loss) on investments		2,795,254		3,199,917		1,621,165		501,359		37,625		17,242
Change in net unrealized appreciation (depreciation) on investments		(2,354,507)		(1,874,018)		(786,706)		(95,218)		(14,576)		(29,287)
Increase (decrease) in net assets resulting from operations		464,891		1,312,396		901,062		411,636		21,602		(12,304)
CONTRACT TRANSACTIONS:
Purchase payments received		176,400		694,475		72,702		308,032		113,890		36,543
Transfers for contract benefits and terminations		(1,421,151)		(928,411)		(753,548)		(344,539)		(72,158)		(10,729)
Net transfers		(2,686,784)		3,376,178		(530,189)		557,009		113,109		315,217
Contract charges		(123)		(131)		(93)		(80)
Adjustments to net assets allocated to contracts in payout phase		6,060		19,065		3,733		3,758
Increase (decrease) in net assets resulting from contract transactions		(3,925,598)		3,161,176		(1,207,395)		524,180		154,841		341,031
Total increase (decrease) in net assets		(3,460,707)		4,473,572		(306,333)		935,816		176,443		328,727
NET ASSETS:
Beginning of period		21,734,448		17,260,876		10,410,200		9,474,384		422,897		94,170
End of period	$	18,273,741	$	21,734,448	$	10,103,867	$	10,410,200	$	599,340	$	422,897
CHANGES IN UNITS OUTSTANDING:
Units issued		167,753		350,070		110,174		142,645		32,263		45,068
Units redeemed		(379,298)		(177,312)		(156,233)		(98,428)		(14,442)		(10,861)
Net increase (decrease)		(211,545)		172,758		(46,059)		44,217		17,821		34,207

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	DEUTSCHE LARGE CAP VALUE VIP				DEUTSCHE SMALL CAP INDEX VIP				DEUTSCHE SMALL MID CAP GROWTH VIP
	2016		2015		2016		2015		2016		2015
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	30,507	$	106,456	$	59,989	$	55,177	$	(7,616)	$	(7,069)
Net realized gain (loss) on investments		613,532		1,800,876		1,653,606		2,139,726		252,542		149,999
Change in net unrealized appreciation (depreciation) on investments		(1,221,099)		(2,653,947)		1,648,983		(3,170,446)		(155,790)		(235,047)
Increase (decrease) in net assets resulting from operations		(577,060)		(746,615)		3,362,578		(975,543)		89,136		(92,117)
CONTRACT TRANSACTIONS:
Purchase payments received		56,488		458,977		626,331		783,081		26,170		65,873
Transfers for contract benefits and terminations		(698,572)		(1,217,286)		(1,444,896)		(840,684)		(17,941)		(29,971)
Net transfers		(1,611,495)		(2,587,613)		318,247		132,268		(128,917)		595,652
Contract charges		(68)		(80)		(237)		(277)
Adjustments to net assets allocated to contracts in payout phase		2,705		58		20,463		6,952		2,536		2,169
Increase (decrease) in net assets resulting from contract transactions		(2,250,942)		(3,345,944)		(480,092)		81,340		(118,152)		633,723
Total increase (decrease) in net assets		(2,828,002)		(4,092,559)		2,882,486		(894,203)		(29,016)		541,606
NET ASSETS:
Beginning of period		10,185,266		14,277,825		17,720,149		18,614,352		1,181,880		640,274
End of period	$	7,357,264	$	10,185,266	$	20,602,635	$	17,720,149	$	1,152,864	$	1,181,880
CHANGES IN UNITS OUTSTANDING:
Units issued		78,809		90,789		178,261		169,014		7,500		62,499
Units redeemed		(225,891)		(254,087)		(138,685)		(114,973)		(11,209)		(26,935)
Net increase (decrease)		(147,082)		(163,298)		39,576		54,041		(3,709)		35,564

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	DEUTSCHE SMALL MID CAP VALUE VIP				DIMENSIONAL VA US TARGETED VALUE PORTFOLIO				DREYFUS IP MIDCAP STOCK PORTFOLIO
	2016		2015		2016		2015		2016		2015
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	(4,503)	$	(23,116)	$	8,441	$	5,861	$	7,359	$	(3,171)
Net realized gain (loss) on investments		808,649		754,833		45,580		35,403		353,366		423,004
Change in net unrealized appreciation (depreciation) on investments		(51,944)		(864,958)		214,177		(95,164)		(68,359)		(486,250)
Increase (decrease) in net assets resulting from operations		752,202		(133,241)		268,198		(53,900)		292,366		(66,417)
CONTRACT TRANSACTIONS:
Purchase payments received		14,758		149,570		326,629		286,206		58,740		131,213
Transfers for contract benefits and terminations		(446,164)		(443,472)		(4,377)		(539)		(84,957)		(168,525)
Net transfers		(63,479)		(93,436)		142,340		177,705		(10,799)		389,264
Contract charges		(50)		(39)						(13)		(12)
Adjustments to net assets allocated to contracts in payout phase		(1,512)		5						6,421		1,349
Increase (decrease) in net assets resulting from contract transactions		(496,447)		(387,372)		464,592		463,372		(30,608)		353,289
Total increase (decrease) in net assets		255,755		(520,613)		732,790		409,472		261,758		286,872
NET ASSETS:
Beginning of period		5,143,348		5,663,961		658,257		248,785		2,123,393		1,836,521
End of period	$	5,399,103	$	5,143,348	$	1,391,047	$	658,257	$	2,385,151	$	2,123,393
CHANGES IN UNITS OUTSTANDING:
Units issued		56,789		52,040		48,053		63,377		24,575		40,983
Units redeemed		(86,495)		(67,493)		(2,165)		(19,044)		(25,366)		(15,727)
Net increase (decrease)		(29,706)		(15,453)		45,888		44,333		(791)		25,256

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	DREYFUS VIF APPRECIATION PORTFOLIO				DREYFUS VIF GROWTH AND INCOME PORTFOLIO				DREYFUS VIF OPPORTUNISTIC SMALL CAP PORTFOLIO
	2016		2015		2016		2015		2016		2015
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	78,454	$	102,709	$	18,896	$	4,367	$	(3,839)	$	(4,236)
Net realized gain (loss) on investments		1,404,669		1,353,062		499,483		572,117		88,215		52,462
Change in net unrealized appreciation (depreciation) on investments		(847,333)		(1,778,975)		(164,205)		(541,587)		(9,721)		(64,063)
Increase (decrease) in net assets resulting from operations		635,790		(323,204)		354,174		34,897		74,655		(15,837)
CONTRACT TRANSACTIONS:
Purchase payments received		12,040		102,437		25,630		426,974
Transfers for contract benefits and terminations		(848,556)		(1,056,799)		(400,181)		(80,084)		(50,417)		(39,221)
Net transfers		(935,481)		(2,518,686)		122,143		(309,453)		6,893		(30,471)
Contract charges		(255)		(228)		(74)		(89)		(5)		(17)
Adjustments to net assets allocated to contracts in payout phase		8,425		2,542		1,960		1,463
Increase (decrease) in net assets resulting from contract transactions		(1,763,827)		(3,470,734)		(250,522)		38,811		(43,529)		(69,709)
Total increase (decrease) in net assets		(1,128,037)		(3,793,938)		103,652		73,708		31,126		(85,546)
NET ASSETS:
Beginning of period		9,794,870		13,588,808		3,954,731		3,881,023		563,034		648,580
End of period	$	8,666,833	$	9,794,870	$	4,058,383	$	3,954,731	$	594,160	$	563,034
CHANGES IN UNITS OUTSTANDING:
Units issued		25,769		51,179		24,704		60,117		7,654		1,591
Units redeemed		(120,154)		(225,976)		(39,376)		(41,632)		(10,844)		(5,685)
Net increase (decrease)		(94,385)		(174,797)		(14,672)		18,485		(3,190)		(4,094)

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	FEDERATED FUND FOR US GOVERNMENT SECURITIES II				FEDERATED MANAGED TAIL RISK FUND II				FEDERATED MANAGED VOLATILITY FUND II
	2016		2015		2016		2015		2016		2015
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	648,926	$	748,468	$	18,598	$	19,615	$	24,756	$	25,658
Net realized gain (loss) on investments		(241,918)		(183,029)		(85,995)		(53,302)		1,850		6,025
Change in net unrealized appreciation (depreciation) on investments		(93,758)		(668,113)		(32,180)		(135,594)		12,038		(94,466)
Increase (decrease) in net assets resulting from operations		313,250		(102,674)		(99,577)		(169,281)		38,644		(62,783)
CONTRACT TRANSACTIONS:
Purchase payments received		982,361		4,337,637
Transfers for contract benefits and terminations		(2,801,720)		(2,313,329)		(85,526)		(152,641)		(36,072)		(20,054)
Net transfers		1,887,668		73,656		(86,639)		(4,499)		(43,595)		(6,998)
Contract charges		(656)		(770)		(297)		(307)		(78)		(89)
Adjustments to net assets allocated to contracts in payout phase		72,445		12,526		5,187		651		1,943		1,719
Increase (decrease) in net assets resulting from contract transactions		140,098		2,109,720		(167,275)		(156,796)		(77,802)		(25,422)
Total increase (decrease) in net assets		453,348		2,007,046		(266,852)		(326,077)		(39,158)		(88,205)
NET ASSETS:
Beginning of period		37,771,891		35,764,845		2,110,975		2,437,052		680,679		768,884
End of period	$	38,225,239	$	37,771,891	$	1,844,123	$	2,110,975	$	641,521	$	680,679
CHANGES IN UNITS OUTSTANDING:
Units issued		743,756		632,971		890				220		231
Units redeemed		(651,758)		(351,139)		(10,349)		(9,215)		(4,070)		(1,311)
Net increase (decrease)		91,998		281,832		(9,459)		(9,215)		(3,850)		(1,080)

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	FRANKLIN SMALL CAP VALUE VIP FUND				GOLDMAN SACHS VIT MULTI- STRATEGY ALTERNATIVES PORTFOLIO		GREAT-WEST ARIEL MID CAP VALUE FUND		GREAT-WEST LOOMIS SAYLES BOND FUND
	2016		2015		2016		2016		2016
					(1)		(2)		(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	3,458	$	(2,249)	$	(7)	$	39	$	2,177
Net realized gain (loss) on investments		273,571		653,101		1		55		1,604
Change in net unrealized appreciation (depreciation) on investments		908,856		(982,768)		386		413		(2,399)
Increase (decrease) in net assets resulting from operations		1,185,885		(331,916)		380		507		1,382
CONTRACT TRANSACTIONS:
Purchase payments received		299,178		121,179				8,173		79,498
Transfers for contract benefits and terminations		(396,189)		(299,638)
Net transfers		1,344,417		(376,163)		23,646		1		227,963
Contract charges		(24)		(15)
Adjustments to net assets allocated to contracts in payout phase		463		524
Increase (decrease) in net assets resulting from contract transactions		1,247,845		(554,113)		23,646		8,174		307,461
Total increase (decrease) in net assets		2,433,730		(886,029)		24,026		8,681		308,843
NET ASSETS:
Beginning of period		3,536,568		4,422,597		0		0		0
End of period	$	5,970,298	$	3,536,568	$	24,026	$	8,681	$	308,843
CHANGES IN UNITS OUTSTANDING:
Units issued		176,941		70,558		2,367		873		29,742
Units redeemed		(90,824)		(100,668)
Net increase (decrease)		86,117		(30,110)		2,367		873		29,742

  (1) For the period May 16, 2016 to December 31, 2016.

  (2) For the period October 17, 2016 to December 31, 2016.

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	GREAT-WEST SECUREFOUNDATION® BALANCED FUND				INVESCO V.I. COMSTOCK FUND				INVESCO V.I. CORE EQUITY FUND
	2016		2015		2016		2015		2016		2015
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	1,571,042	$	856,494	$	42,489	$	75,385	$	(3,565)	$	11,968
Net realized gain (loss) on investments		2,282,945		1,822,344		564,527		800,976		436,484		547,404
Change in net unrealized appreciation (depreciation) on investments		4,949,818		(4,248,331)		204,389		(1,252,250)		(88,440)		(845,171)
Increase (decrease) in net assets resulting from operations		8,803,805		(1,569,493)		811,405		(375,889)		344,479		(285,799)
CONTRACT TRANSACTIONS:
Purchase payments received		54,225,020		58,741,015		103,506		173,875
Transfers for contract benefits and terminations		(7,486,686)		(3,166,376)		(705,325)		(791,591)		(225,220)		(180,227)
Net transfers		(802)		3,280,106		(393,129)		(1,122,439)		(279,686)		(47,662)
Contract charges		(930,633)		(150,090)		(25)		(25)		(389)		(428)
Adjustments to net assets allocated to contracts in payout phase						2,281		(401)		10,754		2,180
Increase (decrease) in net assets resulting from contract transactions		45,806,899		58,704,655		(992,692)		(1,740,581)		(494,541)		(226,137)
Total increase (decrease) in net assets		54,610,704		57,135,162		(181,287)		(2,116,470)		(150,062)		(511,936)
NET ASSETS:
Beginning of period		79,792,188		22,657,026		5,864,872		7,981,342		3,967,328		4,479,264
End of period	$	134,402,892	$	79,792,188	$	5,683,585	$	5,864,872	$	3,817,266	$	3,967,328
CHANGES IN UNITS OUTSTANDING:
Units issued		5,509,899		6,178,052		40,507		60,875		170		178
Units redeemed		(1,090,514)		(490,747)		(100,399)		(147,851)		(17,071)		(7,704)
Net increase (decrease)		4,419,385		5,687,305		(59,892)		(86,976)		(16,901)		(7,526)

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	INVESCO V.I. GROWTH & INCOME FUND				INVESCO V.I. HIGH YIELD FUND				INVESCO V.I. INTERNATIONAL GROWTH FUND
	2016		2015		2016		2015		2016		2015
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	38,210	$	253,624	$	134,588	$	178,823	$	76,257	$	101,869
Net realized gain (loss) on investments		1,028,274		2,348,606		(43,214)		48,997		254,590		560,618
Change in net unrealized appreciation (depreciation) on investments		650,561		(3,049,094)		268,058		(392,810)		(474,957)		(1,193,082)
Increase (decrease) in net assets resulting from operations		1,717,045		(446,864)		359,432		(164,990)		(144,110)		(530,595)
CONTRACT TRANSACTIONS:
Purchase payments received		31,989		291,356		124,989		217,080		422,294		389,226
Transfers for contract benefits and terminations		(827,835)		(438,892)		(508,770)		(167,668)		(901,398)		(1,004,486)
Net transfers		(403,378)		(1,019,528)		97,767		380,486		(657,671)		1,509,959
Contract charges		(96)		(104)		(144)		(165)		(44)		(66)
Adjustments to net assets allocated to contracts in payout phase		3,389		5,390		3,669		1,559		12,575		3,415
Increase (decrease) in net assets resulting from contract transactions		(1,195,931)		(1,161,778)		(282,489)		431,292		(1,124,244)		898,048
Total increase (decrease) in net assets		521,114		(1,608,642)		76,943		266,302		(1,268,354)		367,453
NET ASSETS:
Beginning of period		10,785,595		12,394,237		3,651,179		3,384,877		12,808,206		12,440,753
End of period	$	11,306,709	$	10,785,595	$	3,728,122	$	3,651,179	$	11,539,852	$	12,808,206
CHANGES IN UNITS OUTSTANDING:
Units issued		62,486		65,776		123,976		66,364		129,191		314,518
Units redeemed		(123,986)		(111,377)		(134,586)		(28,496)		(203,739)		(234,794)
Net increase (decrease)		(61,500)		(45,601)		(10,610)		37,868		(74,548)		79,724

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	INVESCO V.I. MID CAP CORE EQUITY FUND				INVESCO V.I. SMALL CAP EQUITY FUND				INVESCO V.I. TECHNOLOGY FUND
	2016		2015		2016		2015		2016		2015
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	(14,312)	$	(10,795)	$	(16,271)	$	(18,899)	$	(18,489)	$	(18,711)
Net realized gain (loss) on investments		130,926		287,162		(232,868)		511,113		21,097		336,748
Change in net unrealized appreciation (depreciation) on investments		142,287		(381,289)		501,680		(652,840)		(93,280)		(180,797)
Increase (decrease) in net assets resulting from operations		258,901		(104,922)		252,541		(160,626)		(90,672)		137,240
CONTRACT TRANSACTIONS:
Purchase payments received		62,541		61,527		117,104		218,196		8,248		59,286
Transfers for contract benefits and terminations		(88,417)		(134,639)		(173,601)		(149,149)		(79,487)		(137,371)
Net transfers		(338,736)		(387,816)		187,593		184,645		(433,848)		566,702
Contract charges		(12)		(12)		(47)		(50)		(313)		(360)
Adjustments to net assets allocated to contracts in payout phase		2,034		468		955				2,882		(192)
Increase (decrease) in net assets resulting from contract transactions		(362,590)		(460,472)		132,004		253,642		(502,518)		488,065
Total increase (decrease) in net assets		(103,689)		(565,394)		384,545		93,016		(593,190)		625,305
NET ASSETS:
Beginning of period		2,300,076		2,865,470		2,477,523		2,384,507		2,986,783		2,361,478
End of period	$	2,196,387	$	2,300,076	$	2,862,068	$	2,477,523	$	2,393,593	$	2,986,783
CHANGES IN UNITS OUTSTANDING:
Units issued		8,115		7,724		67,674		63,301		32,161		89,614
Units redeemed		(27,823)		(27,650)		(47,767)		(34,191)		(93,547)		(68,624)
Net increase (decrease)		(19,708)		(19,926)		19,907		29,110		(61,386)		20,990

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	IVY VIP INTERNATIONAL CORE EQUITY				JANUS ASPEN BALANCED PORTFOLIO INSTITUTIONAL SHARES				JANUS ASPEN BALANCED PORTFOLIO SERVICE SHARES
	2016		2015		2016		2015		2016		2015
			(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	1,835	$	(140)	$	202,405	$	134,266	$	857,793	$	646,433
Net realized gain (loss) on investments		1,115				141,046		382,837		1,729,160		3,689,953
Change in net unrealized appreciation (depreciation) on investments		600		116		154,426		(555,729)		(87,786)		(4,436,722)
Increase (decrease) in net assets resulting from operations		3,550		(24)		497,877		(38,626)		2,499,167		(100,336)
CONTRACT TRANSACTIONS:
Purchase payments received		178,292		111,481		2,253,569		3,558,435		6,031,307		9,110,086
Transfers for contract benefits and terminations		(160)				(821,618)		(284,968)		(4,410,599)		(10,319,955)
Net transfers		(26,445)		17,297		(670,718)		(43,034)		(2,626,345)		(694,365)
Contract charges						(121)		(120)		(497)		(434)
Adjustments to net assets allocated to contracts in payout phase						1,025		1,303		169,694		36,341
Increase (decrease) in net assets resulting from contract transactions		151,687		128,778		762,137		3,231,616		(836,440)		(1,868,327)
Total increase (decrease) in net assets		155,237		128,754		1,260,014		3,192,990		1,662,727		(1,968,663)
NET ASSETS:
Beginning of period		128,754		0		11,741,466		8,548,476		70,239,242		72,207,905
End of period	$	283,991	$	128,754	$	13,001,480	$	11,741,466	$	71,901,969	$	70,239,242
CHANGES IN UNITS OUTSTANDING:
Units issued		24,708		14,305		319,458		359,619		890,630		1,226,974
Units redeemed		(7,604)				(184,996)		(27,206)		(742,737)		(992,586)
Net increase (decrease)		17,104		14,305		134,462		332,413		147,893		234,388

    (1) For the period September 17, 2015 to December 31, 2015.

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	JANUS ASPEN FLEXIBLE BOND PORTFOLIO INSTITUTIONAL SHARES				JANUS ASPEN FLEXIBLE BOND PORTFOLIO SERVICE SHARES				JANUS ASPEN GLOBAL RESEARCH PORTFOLIO
	2016		2015		2016		2015		2016		2015
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	432,926	$	285,242	$	855,876	$	605,955	$	21,134	$	(13,014)
Net realized gain (loss) on investments		48,372		157,872		(339,170)		(153,251)		393,234		460,556
Change in net unrealized appreciation (depreciation) on investments		(200,601)		(552,512)		223,177		(821,602)		(318,495)		(741,124)
Increase (decrease) in net assets resulting from operations		280,697		(109,398)		739,883		(368,898)		95,873		(293,582)
CONTRACT TRANSACTIONS:
Purchase payments received		2,349,497		2,656,568		382,237		884,517		76,727		182,010
Transfers for contract benefits and terminations		(950,560)		(838,974)		(4,351,243)		(9,671,955)		(529,636)		(874,469)
Net transfers		700,359		14,850		4,905,536		2,063,498		(576,579)		229,724
Contract charges		(303)		(284)		(302)		(292)		(1,105)		(1,259)
Adjustments to net assets allocated to contracts in payout phase		64,620		35,527		39,135		(1,241)		7,583		3,064
Increase (decrease) in net assets resulting from contract transactions		2,163,613		1,867,687		975,363		(6,725,473)		(1,023,010)		(460,930)
Total increase (decrease) in net assets		2,444,310		1,758,289		1,715,246		(7,094,371)		(927,137)		(754,512)
NET ASSETS:
Beginning of period		18,125,591		16,367,302		47,506,099		54,600,470		8,191,023		8,945,535
End of period	$	20,569,901	$	18,125,591	$	49,221,345	$	47,506,099	$	7,263,886	$	8,191,023
CHANGES IN UNITS OUTSTANDING:
Units issued		372,964		346,551		608,260		665,970		20,853		100,546
Units redeemed		(109,523)		(87,660)		(560,715)		(1,058,225)		(66,466)		(111,086)
Net increase (decrease)		263,441		258,891		47,545		(392,255)		(45,613)		(10,540)

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	JANUS ASPEN GLOBAL TECHNOLOGY PORTFOLIO INSTITUTIONAL SHARES				JANUS ASPEN GLOBAL TECHNOLOGY PORTFOLIO SERVICE SHARES				JANUS ASPEN JANUS PORTFOLIO
	2016		2015		2016		2015		2016		2015
			(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	(533)	$	87	$	(6,533)	$	(512)	$	(21,280)	$	(17,359)
Net realized gain (loss) on investments		(17,508)		12,988		68,092		8,213		557,878		1,572,801
Change in net unrealized appreciation (depreciation) on investments		23,587		(12,079)		8,193		(19,968)		(574,823)		(1,209,562)
Increase (decrease) in net assets resulting from operations		5,546		996		69,752		(12,267)		(38,225)		345,880
CONTRACT TRANSACTIONS:
Purchase payments received		3,471		179,042		25,505		34,789
Transfers for contract benefits and terminations		(25,473)		(370)		(218,970)		(846)		(743,057)		(365,862)
Net transfers		(154,167)		134,848		726,237		770,575		(144,052)		(197,867)
Contract charges										(1,083)		(1,207)
Adjustments to net assets allocated to contracts in payout phase										1,979		8,093
Increase (decrease) in net assets resulting from contract transactions		(176,169)		313,520		532,772		804,518		(886,213)		(556,843)
Total increase (decrease) in net assets		(170,623)		314,516		602,524		792,251		(924,438)		(210,963)
NET ASSETS:
Beginning of period		314,516		0		992,879		200,628		7,564,799		7,775,762
End of period	$	143,893	$	314,516	$	1,595,403	$	992,879	$	6,640,361	$	7,564,799
CHANGES IN UNITS OUTSTANDING:
Units issued		327		28,035		150,466		112,343		286
Units redeemed		(17,061)		(32)		(114,620)		(44,113)		(30,261)		(19,297)
Net increase (decrease)		(16,734)		28,003		35,846		68,230		(29,975)		(19,297)

 (1) For the period February 3, 2015 to December 31, 2015.

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	JANUS ASPEN OVERSEAS PORTFOLIO INSTITUTIONAL SHARES				JANUS ASPEN OVERSEAS PORTFOLIO SERVICE SHARES				JPMORGAN INSURANCE TRUST SMALL CAP CORE PORTFOLIO
	2016		2015		2016		2015		2016		2015
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	130,063	$	(12,108)	$	61,600	$	(7,148)	$	(2,279)	$	(8,098)
Net realized gain (loss) on investments		(397,044)		(278,078)		(173,164)		(22,307)		169,146		157,961
Change in net unrealized appreciation (depreciation) on investments		(37,524)		(135,945)		(24,148)		(192,117)		175,885		(251,404)
Increase (decrease) in net assets resulting from operations		(304,505)		(426,131)		(135,712)		(221,572)		342,752		(101,541)
CONTRACT TRANSACTIONS:
Purchase payments received						14,313		12,407		56,202		240,627
Transfers for contract benefits and terminations		(224,362)		(336,588)		(52,843)		(147,373)		(25,185)		(69,349)
Net transfers		(295,193)		(190,422)		(146,572)		40,011		27,225		368,252
Contract charges		(531)		(686)		(182)		(214)
Adjustments to net assets allocated to contracts in payout phase		(1,447)		9,165		11,410		(82)		2,017		11
Increase (decrease) in net assets resulting from contract transactions		(521,533)		(518,531)		(173,874)		(95,251)		60,259		539,541
Total increase (decrease) in net assets		(826,038)		(944,662)		(309,586)		(316,823)		403,011		438,000
NET ASSETS:
Beginning of period		4,065,863		5,010,525		1,795,431		2,112,254		1,651,227		1,213,227
End of period	$	3,239,825	$	4,065,863	$	1,485,845	$	1,795,431	$	2,054,238	$	1,651,227
CHANGES IN UNITS OUTSTANDING:
Units issued		286		(1,497)		26,840		52,852		18,936		50,421
Units redeemed		(26,181)		(22,140)		(52,528)		(67,438)		(11,949)		(15,246)
Net increase (decrease)		(25,895)		(23,637)		(25,688)		(14,586)		6,987		35,175

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	LAZARD RETIREMENT EMERGING MARKETS EQUITY PORTFOLIO				LVIP BARON GROWTH OPPORTUNITIES FUND				MFS VIT II INTERNATIONAL VALUE PORTFOLIO
	2016		2015		2016		2015		2016		2015
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	49,142	$	49,580	$	(50,358)	$	(170,961)	$	123,891	$	273,311
Net realized gain (loss) on investments		(877,026)		(519,319)		1,849,516		3,212,916		1,735,611		1,316,297
Change in net unrealized appreciation (depreciation) on investments		3,045,410		(2,603,702)		(944,141)		(4,251,475)		(1,036,598)		(492,210)
Increase (decrease) in net assets resulting from operations		2,217,526		(3,073,441)		855,017		(1,209,520)		822,904		1,097,398
CONTRACT TRANSACTIONS:
Purchase payments received		400,329		759,973		133,061		891,330		1,520,383		1,998,075
Transfers for contract benefits and terminations		(944,194)		(1,123,288)		(895,643)		(1,544,575)		(1,903,520)		(1,439,644)
Net transfers		896,647		(815,583)		(1,849,916)		(668,629)		1,532,952		3,294,912
Contract charges		(133)		(146)		(408)		(410)		(121)		(101)
Adjustments to net assets allocated to contracts in payout phase		13,434		(926)		25,819		18,516		5,975		(5,473)
Increase (decrease) in net assets resulting from contract transactions		366,083		(1,179,970)		(2,587,087)		(1,303,768)		1,155,669		3,847,769
Total increase (decrease) in net assets		2,583,609		(4,253,411)		(1,732,070)		(2,513,288)		1,978,573		4,945,167
NET ASSETS:
Beginning of period		11,429,477		15,682,888		20,247,402		22,760,690		25,542,352		20,597,185
End of period	$	14,013,086	$	11,429,477	$	18,515,332	$	20,247,402	$	27,520,925	$	25,542,352
CHANGES IN UNITS OUTSTANDING:
Units issued		361,269		268,895		25,562		119,606		361,671		540,501
Units redeemed		(317,156)		(302,132)		(118,004)		(97,139)		(237,580)		(212,686)
Net increase (decrease)		44,113		(33,237)		(92,442)		22,467		124,091		327,815

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	MFS VIT UTILITIES SERIES				NEUBERGER BERMAN AMT MID CAP INTRINSIC VALUE PORTFOLIO				NEUBERGER BERMAN AMT SOCIALLY RESPONSIVE PORTFOLIO
	2016		2015		2016		2015		2016		2015
											(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	239,986	$	200,782	$	(3,361)	$	(1,115)	$	743	$	(15)
Net realized gain (loss) on investments		(696,867)		665,843		75,311		59,526		23,670
Change in net unrealized appreciation (depreciation) on investments		1,082,757		(1,937,373)		33,915		(148,457)		33,091		(339)
Increase (decrease) in net assets resulting from operations		625,876		(1,070,748)		105,865		(90,046)		57,504		(354)
CONTRACT TRANSACTIONS:
Purchase payments received		154,005		364,446		8,603		160,912		586,086		52,592
Transfers for contract benefits and terminations		(302,066)		(389,241)		(6,141)		(8,156)
Net transfers		52,224		(2,458,041)		(27,086)		330,949		(203)
Contract charges		(127)		(127)
Adjustments to net assets allocated to contracts in payout phase		(11,816)		(6,291)		2,227		434
Increase (decrease) in net assets resulting from contract transactions		(107,780)		(2,489,254)		(22,397)		484,139		585,883		52,592
Total increase (decrease) in net assets		518,096		(3,560,002)		83,468		394,093		643,387		52,238
NET ASSETS:
Beginning of period		5,536,795		9,096,797		790,488		396,395		52,238		0
End of period	$	6,054,891	$	5,536,795	$	873,956	$	790,488	$	695,625	$	52,238
CHANGES IN UNITS OUTSTANDING:
Units issued		283,928		177,345		16,391		42,076		60,503		5,398
Units redeemed		(286,306)		(344,829)		(18,161)		(8,433)		(22)
Net increase (decrease)		(2,378)		(167,484)		(1,770)		33,643		60,481		5,398

(1) For the period December 11, 2015 to December 31, 2015.

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	NVIT MID CAP INDEX FUND				OPPENHEIMER GLOBAL FUND/VA				OPPENHEIMER INTERNATIONAL GROWTH FUND/VA
	2016		2015		2016		2015		2016		2015
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	78,214	$	20,032	$	83,388	$	183,053	$	59,962	$	63,874
Net realized gain (loss) on investments		2,178,508		1,727,425		2,866,609		4,421,792		674,814		1,324,022
Change in net unrealized appreciation (depreciation) on investments		674,734		(2,298,929)		(3,409,576)		(3,721,961)		(1,118,359)		(1,016,491)
Increase (decrease) in net assets resulting from operations		2,931,456		(551,472)		(459,579)		882,884		(383,583)		371,405
CONTRACT TRANSACTIONS:
Purchase payments received		736,841		570,445		214,215		1,018,098		563,397		873,070
Transfers for contract benefits and terminations		(1,539,628)		(889,293)		(2,183,238)		(1,373,417)		(1,333,054)		(826,061)
Net transfers		3,347,376		47,001		(2,860,198)		(78,470)		(408,063)		449,421
Contract charges		(153)		(114)		(458)		(437)
Adjustments to net assets allocated to contracts in payout phase		17,274		694		18,464		(1,441)		495		958
Increase (decrease) in net assets resulting from contract transactions		2,561,710		(271,267)		(4,811,215)		(435,667)		(1,177,225)		497,388
Total increase (decrease) in net assets		5,493,166		(822,739)		(5,270,794)		447,217		(1,560,808)		868,793
NET ASSETS:
Beginning of period		14,540,265		15,363,004		30,283,965		29,836,748		14,410,177		13,541,384
End of period	$	20,033,431	$	14,540,265	$	25,013,171	$	30,283,965	$	12,849,369	$	14,410,177
CHANGES IN UNITS OUTSTANDING:
Units issued		270,859		126,628		42,546		218,163		153,216		249,890
Units redeemed		(130,927)		(109,675)		(260,909)		(165,665)		(186,450)		(160,161)
Net increase (decrease)		139,932		16,953		(218,363)		52,498		(33,234)		89,729

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	OPPENHEIMER MAIN STREET SMALL CAP FUND/VA				PIMCO VIT COMMODITY REALRETURN STRATEGY PORTFOLIO				PIMCO VIT HIGH YIELD PORTFOLIO
	2016		2015		2016		2015		2016		2015
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	(3,412)	$	844	$	4,126	$	9,559	$	1,337,967	$	1,509,698
Net realized gain (loss) on investments		(65,723)		64,698		(47,500)		(54,988)		(653,582)		(97,990)
Change in net unrealized appreciation (depreciation) on investments		282,519		(174,709)		129,962		(64,594)		2,542,964		(1,950,136)
Increase (decrease) in net assets resulting from operations		213,384		(109,167)		86,588		(110,023)		3,227,349		(538,428)
CONTRACT TRANSACTIONS:
Purchase payments received		82,987		561,256		261,769		94,560		1,355,751		1,821,172
Transfers for contract benefits and terminations		(555,018)		(4,823)		(68,723)		(47,941)		(2,938,844)		(4,191,532)
Net transfers		(112,710)		991,956		293,930		184,817		3,424,810		(8,050,915)
Contract charges										(115)		(163)
Adjustments to net assets allocated to contracts in payout phase										39,153		5,559
Increase (decrease) in net assets resulting from contract transactions		(584,741)		1,548,389		486,976		231,436		1,880,755		(10,415,879)
Total increase (decrease) in net assets		(371,357)		1,439,222		573,564		121,413		5,108,104		(10,954,307)
NET ASSETS:
Beginning of period		1,669,292		230,070		375,819		254,406		25,838,072		36,792,379
End of period	$	1,297,935	$	1,669,292	$	949,383	$	375,819	$	30,946,176	$	25,838,072
CHANGES IN UNITS OUTSTANDING:
Units issued		29,608		174,372		134,483		58,125		778,731		541,159
Units redeemed		(84,315)		(32,959)		(51,642)		(23,718)		(614,330)		(923,498)
Net increase (decrease)		(54,707)		141,413		82,841		34,407		164,401		(382,339)

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	PIMCO VIT LOW DURATION PORTFOLIO				PIMCO VIT REAL RETURN PORTFOLIO				PIMCO VIT TOTAL RETURN PORTFOLIO
	2016		2015		2016		2015		2016		2015
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	555,049	$	2,030,660	$	12,653	$	30,087	$	1,430,450	$	4,508,397
Net realized gain (loss) on investments		(259,470)		193,260		(13,373)		(564)		(875,076)		782,699
Change in net unrealized appreciation (depreciation) on investments		184,226		(2,516,697)		34,904		(54,204)		1,481,433		(5,520,132)
Increase (decrease) in net assets resulting from operations		479,805		(292,777)		34,184		(24,681)		2,036,807		(229,036)
CONTRACT TRANSACTIONS:
Purchase payments received		3,631,165		3,674,471		269,565		369,198		5,847,908		5,902,929
Transfers for contract benefits and terminations		(5,116,091)		(8,516,864)		(13,786)		(2,448)		(9,640,554)		(13,170,364)
Net transfers		746,813		(305,515)		(205,859)		190,652		(1,826,712)		927,459
Contract charges		(394)		(403)						(518)		(662)
Adjustments to net assets allocated to contracts in payout phase		138,284		(11,795)						166,108		32,484
Increase (decrease) in net assets resulting from contract transactions		(600,223)		(5,160,106)		49,920		557,402		(5,453,768)		(6,308,154)
Total increase (decrease) in net assets		(120,418)		(5,452,883)		84,104		532,721		(3,416,961)		(6,537,190)
NET ASSETS:
Beginning of period		73,893,968		79,346,851		791,043		258,322		104,031,899		110,569,089
End of period	$	73,773,550	$	73,893,968	$	875,147	$	791,043	$	100,614,938	$	104,031,899
CHANGES IN UNITS OUTSTANDING:
Units issued		994,939		861,363		119,184		60,047		1,278,340		1,368,251
Units redeemed		(966,308)		(1,156,971)		(114,464)		(2,206)		(1,441,749)		(1,525,540)
Net increase (decrease)		28,631		(295,608)		4,720		57,841		(163,409)		(157,289)

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	PIONEER EMERGING MARKETS VCT PORTFOLIO				PIONEER FUND VCT PORTFOLIO				PIONEER MID CAP VALUE VCT PORTFOLIO
	2016		2015		2016		2015		2016		2015
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	(765)	$	6,223	$	15,638	$	9,347	$	(5,368)	$	(6,006)
Net realized gain (loss) on investments		(22,945)		23,596		532,471		968,743		(103,005)		415,932
Change in net unrealized appreciation (depreciation) on investments		32,603		(61,771)		(298,656)		(1,005,652)		332,898		(641,223)
Increase (decrease) in net assets resulting from operations		8,893		(31,952)		249,453		(27,562)		224,525		(231,297)
CONTRACT TRANSACTIONS:
Purchase payments received						6,640		11,916		2,086		102,471
Transfers for contract benefits and terminations		(16,658)		(7,007)		(168,219)		(210,678)		(226,690)		(427,002)
Net transfers		(17,355)		(5,787)		(175,329)		(253,442)		(396,651)		(723,547)
Contract charges						(223)		(264)		(19)		(20)
Adjustments to net assets allocated to contracts in payout phase						3,363		602		(1,633)		760
Increase (decrease) in net assets resulting from contract transactions		(34,013)		(12,794)		(333,768)		(451,866)		(622,907)		(1,047,338)
Total increase (decrease) in net assets		(25,120)		(44,746)		(84,315)		(479,428)		(398,382)		(1,278,635)
NET ASSETS:
Beginning of period		165,844		210,590		3,114,539		3,593,967		2,338,904		3,617,539
End of period	$	140,724	$	165,844	$	3,030,224	$	3,114,539	$	1,940,522	$	2,338,904
CHANGES IN UNITS OUTSTANDING:
Units issued								2,982		10,918		41,384
Units redeemed		(6,175)		(2,063)		(18,729)		(24,740)		(53,363)		(104,677)
Net increase (decrease)		(6,175)		(2,063)		(18,729)		(21,758)		(42,445)		(63,293)

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	PIONEER SELECT MID CAP GROWTH VCT PORTFOLIO				PRUDENTIAL SERIES FUND EQUITY PORTFOLIO				PRUDENTIAL SERIES FUND NATURAL RESOURCES PORTFOLIO
	2016		2015		2016		2015		2016		2015
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	(37,381)	$	(41,536)	$	(12,075)	$	(13,796)	$	(6,115)	$	(8,814)
Net realized gain (loss) on investments		427,671		632,637		108,499		111,158		(57,172)		(136,344)
Change in net unrealized appreciation (depreciation) on investments		(281,672)		(542,988)		(59,954)		(72,899)		264,548		(279,159)
Increase (decrease) in net assets resulting from operations		108,618		48,113		36,470		24,463		201,261		(424,317)
CONTRACT TRANSACTIONS:
Purchase payments received		17,495		41,440		10,000		9				73,895
Transfers for contract benefits and terminations		(186,833)		(262,858)		(62,433)		(73,894)		(104,038)		(69,633)
Net transfers		(763)		(222,798)		(201,778)		(242,324)		(23,975)		(161,376)
Contract charges		(233)		(230)		(19)		(24)
Adjustments to net assets allocated to contracts in payout phase		1,319		(790)		877		290		149		(81)
Increase (decrease) in net assets resulting from contract transactions		(169,015)		(445,236)		(253,353)		(315,943)		(127,864)		(157,195)
Total increase (decrease) in net assets		(60,397)		(397,123)		(216,883)		(291,480)		73,397		(581,512)
NET ASSETS:
Beginning of period		4,751,551		5,148,674		1,653,032		1,944,512		879,620		1,461,132
End of period	$	4,691,154	$	4,751,551	$	1,436,149	$	1,653,032	$	953,017	$	879,620
CHANGES IN UNITS OUTSTANDING:
Units issued		48,420		19,687		1,392		178		5,921		10,086
Units redeemed		(56,491)		(39,553)		(14,157)		(14,732)		(20,051)		(24,141)
Net increase (decrease)		(8,071)		(19,866)		(12,765)		(14,554)		(14,130)		(14,055)

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	PUTNAM VT AMERICAN GOVERNMENT INCOME FUND			PUTNAM VT EQUITY INCOME FUND				PUTNAM VT GLOBAL ASSET ALLOCATION FUND
	2016	2015		2016		2015		2016
								(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$             162,675	$	163,933	$	119,845	$	102,967	$	(260)
Net realized gain (loss) on investments	(156,673)		(79,175)		929,424		639,621		(1)
Change in net unrealized appreciation (depreciation) on investments	(71,868)		(299,401)		251,271		(1,237,067)		4,730
Increase (decrease) in net assets resulting from operations	(65,866)		(214,643)		1,300,540		(494,479)		4,469
CONTRACT TRANSACTIONS:
Purchase payments received	390,162		3,629,625		197,272		796,070		40,487
Transfers for contract benefits and terminations	(583,071)		(244,238)		(1,290,959)		(666,739)
Net transfers	135,292		(14,996)		(116,135)		571,041		105,039
Contract charges	(33)		(29)		(116)		(108)
Adjustments to net assets allocated to contracts in payout phase	4,737		(3,333)		5,887		4,887
Increase (decrease) in net assets resulting from contract transactions	(52,913)		3,367,029		(1,204,051)		705,151		145,526
Total increase (decrease) in net assets	(118,779)		3,152,386		96,489		210,672		149,995
NET ASSETS:
Beginning of period	12,190,832		9,038,446		11,921,164		11,710,492		0
End of period	$       12,072,053	$	12,190,832	$	12,017,653	$	11,921,164	$	149,995
CHANGES IN UNITS OUTSTANDING:
Units issued	487,819		677,058		186,925		207,426		14,136
Units redeemed	(489,782)		(346,041)		(267,349)		(126,032)
Net increase (decrease)	(1,963)		331,017		(80,424)		81,394		14,136
	(1) For the period September 7, 2016 to December 31, 2016.

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	PUTNAM VT GLOBAL HEALTH CARE FUND			PUTNAM VT INCOME FUND				PUTNAM VT INTERNATIONAL EQUITY FUND
	2016	2015		2016		2015		2016
						(1)		(2)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$              (57,609)	$	(110,531)	$	11,375	$	(651)	$	(992)
Net realized gain (loss) on investments	602,089		2,331,424		(930)		(65)		19
Change in net unrealized appreciation (depreciation) on investments	(1,864,411)		(1,498,777)		(9,746)		(5,663)		5,591
Increase (decrease) in net assets resulting from operations	(1,319,931)		722,116		699		(6,379)		4,618
CONTRACT TRANSACTIONS:
Purchase payments received	14,885		615,514		341,318		290,227		59,895
Transfers for contract benefits and terminations	(395,618)		(592,574)		(3,678)		(3,322)
Net transfers	(4,192,660)		(2,267,663)		52,499		7,722		206,905
Contract charges	(208)		(262)
Adjustments to net assets allocated to contracts in payout phase	(143,146)		1,952
Increase (decrease) in net assets resulting from contract transactions	(4,716,747)		(2,243,033)		390,139		294,627		266,800
Total increase (decrease) in net assets	(6,036,678)		(1,520,917)		390,838		288,248		271,418
NET ASSETS:
Beginning of period	11,723,170		13,244,087		288,248		0		0
End of period	$           5,686,492	$	11,723,170	$	679,086	$	288,248	$	271,418
CHANGES IN UNITS OUTSTANDING:
Units issued	20,792		232,371		41,379		30,254		27,266
Units redeemed	(297,442)		(347,379)		(1,998)		(344)		(27)
Net increase (decrease)	(276,650)		(115,008)		39,381		29,910		27,239
	(1) For the period July 14, 2015 to December 31, 2015.
	(2) For the period May 6, 2016 to December 31, 2016.

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	PUTNAM VT INTERNATIONAL VALUE FUND			PUTNAM VT INVESTORS FUND				PUTNAM VT SMALL CAP VALUE FUND
	2016	2015		2016		2015		2016
		(1)						(2)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$              4,552	$	(170)	$	6,381	$	6,490	$	114
Net realized gain (loss) on investments	(235)		(6)		21,412		20,944		1,426
Change in net unrealized appreciation (depreciation) on investments	5,658		(5,607)		52,937		(48,241)		3,793
Increase (decrease) in net assets resulting from operations	9,975		(5,783)		80,730		(20,807)		5,333
CONTRACT TRANSACTIONS:
Purchase payments received	183,299		66,048		10,000		8		12,109
Transfers for contract benefits and terminations	(265)				(40,055)		(224,884)
Net transfers	72,734		102,317		(85,216)		403,048		237
Contract charges
Adjustments to net assets allocated to contracts in payout phase
Increase (decrease) in net assets resulting from contract transactions	255,768		168,365		(115,271)		178,172		12,346
Total increase (decrease) in net assets	265,743		162,582		(34,541)		157,365		17,679
NET ASSETS:
Beginning of period	162,582		0		771,458		614,093		0
End of period	$          428,325	$	162,582	$	736,917	$	771,458	$	17,679
CHANGES IN UNITS OUTSTANDING:
Units issued	29,499		18,230		5,101		46,874		1,522
Units redeemed	(37)				(15,549)		(30,794)		(29)
Net increase (decrease)	29,462		18,230		(10,448)		16,080		1,493
	(1) For the period July 6, 2015 to December 31, 2015.
	(2) For the period January 20, 2016 to December 31, 2016.

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	ROYCE CAPITAL FUND - SMALL-CAP PORTFOLIO				SCHWAB GOVERNMENT MONEY MARKET PORTFOLIO				SCHWAB MARKETTRACK GROWTH PORTFOLIO
	2016		2015		2016		2015		2016		2015
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	30,566	$	(22,128)	$	(708,987)	$	(655,170)	$	245,806	$	248,191
Net realized gain (loss) on investments		256,271		1,220,537						2,848,414		2,613,150
Change in net unrealized appreciation (depreciation) on investments		382,666		(1,859,884)						(1,022,676)		(3,366,324)
Increase (decrease) in net assets resulting from operations		669,503		(661,475)		(708,987)		(655,170)		2,071,544		(504,983)
CONTRACT TRANSACTIONS:
Purchase payments received				48,985		15,883,916		26,349,173		168,867		178,086
Transfers for contract benefits and terminations		(332,191)		(173,209)		(23,357,715)		(20,382,631)		(2,546,370)		(1,837,308)
Net transfers		(673,176)		(1,410,336)		804,578		(4,084,186)		(2,332,911)		(746,112)
Contract charges		(35)		(43)		(8,999)		(9,161)		(875)		(891)
Adjustments to net assets allocated to contracts in payout phase		3,610		514		594,834		(221,049)		74,422		7,768
Increase (decrease) in net assets resulting from contract transactions		(1,001,792)		(1,534,089)		(6,083,386)		1,652,146		(4,636,867)		(2,398,457)
Total increase (decrease) in net assets		(332,289)		(2,195,564)		(6,792,373)		996,976		(2,565,323)		(2,903,440)
NET ASSETS:
Beginning of period		4,264,905		6,460,469		100,168,997		99,172,021		28,866,807		31,770,247
End of period	$	3,932,616	$	4,264,905	$	93,376,624	$	100,168,997	$	26,301,484	$	28,866,807
CHANGES IN UNITS OUTSTANDING:
Units issued		1,168		8,700		6,805,978		7,393,331		80,941		66,675
Units redeemed		(53,377)		(75,928)		(7,353,775)		(7,249,566)		(313,709)		(192,283)
Net increase (decrease)		(52,209)		(67,228)		(547,797)		143,765		(232,768)		(125,608)

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	SCHWAB S&P 500 INDEX PORTFOLIO				SCHWAB VIT BALANCED PORTFOLIO		SCHWAB VIT BALANCED WITH GROWTH PORTFOLIO		SCHWAB VIT GROWTH PORTFOLIO
	2016		2015		2016		2016		2016
					(1)		(2)		(3)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	2,576,577	$	1,815,289	$	(282)	$	(824)	$	(130)
Net realized gain (loss) on investments		11,372,064		11,355,421		(239)		380		7
Change in net unrealized appreciation (depreciation) on investments		11,970,151		(12,227,770)		(1,694)		4,071		1,795
Increase (decrease) in net assets resulting from operations		25,918,792		942,940		(2,215)		3,627		1,672
CONTRACT TRANSACTIONS:
Purchase payments received		14,603,486		15,812,266		237,860		2,556,671		56,241
Transfers for contract benefits and terminations		(12,875,753)		(12,522,986)		(53,545)				(181)
Net transfers		7,502,538		10,321,130				(1)
Contract charges		(5,687)		(5,607)
Adjustments to net assets allocated to contracts in payout phase		380,328		126,369
Increase (decrease) in net assets resulting from contract transactions		9,604,912		13,731,172		184,315		2,556,670		56,060
Total increase (decrease) in net assets		35,523,704		14,674,112		182,100		2,560,297		57,732
NET ASSETS:
Beginning of period		232,386,523		217,712,411		0		0		0
End of period	$	267,910,227	$	232,386,523	$	182,100	$	2,560,297	$	57,732
CHANGES IN UNITS OUTSTANDING:
Units issued		2,672,055		3,086,009		23,116		247,545		5,520
Units redeemed		(1,629,751)		(1,421,295)		(5,261)				(18)
Net increase (decrease)		1,042,304		1,664,714		17,855		247,545		5,502

    (1)  For the period July 6, 2016 to December 31, 2016.

    (2)  For the period June 15, 2016 to December 31, 2016.

    (3)  For the period July 5, 2016 to December 31, 2016.

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	SENTINEL VARIABLE PRODUCTS BOND FUND				SENTINEL VARIABLE PRODUCTS COMMON STOCK FUND				SENTINEL VARIABLE PRODUCTS SMALL COMPANY FUND
	2016		2015		2016		2015		2016		2015
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	130,963	$	313,244	$	81,710	$	176,116	$	(22,948)	$	(22,465)
Net realized gain (loss) on investments		(234,949)		(92,158)		679,658		1,203,575		44,235		541,940
Change in net unrealized appreciation (depreciation) on investments		142,876		(494,025)		88,075		(1,412,434)		624,514		(600,546)
Increase (decrease) in net assets resulting from operations		38,890		(272,939)		849,443		(32,743)		645,801		(81,071)
CONTRACT TRANSACTIONS:
Purchase payments received		728,458		2,415,676		181,740		471,323		74,259		167,136
Transfers for contract benefits and terminations		(1,237,854)		(2,219,145)		(669,164)		(552,520)		(96,061)		(87,961)
Net transfers		(1,548,227)		662,896		(92,267)		(922,785)		443,902		528,903
Contract charges		(6)		(30)		(35)		(20)		(58)		(55)
Adjustments to net assets allocated to contracts in payout phase		14,430		(12,962)		2,991		651		163		196
Increase (decrease) in net assets resulting from contract transactions		(2,043,199)		846,435		(576,735)		(1,003,351)		422,205		608,219
Total increase (decrease) in net assets		(2,004,309)		573,496		272,708		(1,036,094)		1,068,006		527,148
NET ASSETS:
Beginning of period		12,353,914		11,780,418		8,573,728		9,609,822		3,309,539		2,782,391
End of period	$	10,349,605	$	12,353,914	$	8,846,436	$	8,573,728	$	4,377,545	$	3,309,539
CHANGES IN UNITS OUTSTANDING:
Units issued		177,067		424,956		42,202		67,926		50,582		54,745
Units redeemed		(322,382)		(302,552)		(64,775)		(87,709)		(27,901)		(14,687)
Net increase (decrease)		(145,315)		122,404		(22,573)		(19,783)		22,681		40,058

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	T. ROWE PRICE HEALTH SCIENCES PORTFOLIO				T. ROWE PRICE HEALTH SCIENCES PORTFOLIO CLASS II				TEMPLETON FOREIGN VIP FUND
	2016		2015		2016		2015		2016		2015
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	(1,327)	$	(2,314)	$	(22,335)	$	(38,022)	$	82,757	$	183,322
Net realized gain (loss) on investments		(40,611)		48,510		(376,079)		652,486		(112,612)		403,557
Change in net unrealized appreciation (depreciation) on investments		(14,450)		(36,907)		(97,686)		(210,565)		426,382		(1,122,254)
Increase (decrease) in net assets resulting from operations		(56,388)		9,289		(496,100)		403,899		396,527		(535,375)
CONTRACT TRANSACTIONS:
Purchase payments received		48,708		442,376		32,387		116,791		402,853		648,833
Transfers for contract benefits and terminations		(28,711)		(5,669)		(332,758)		(425,915)		(551,152)		(382,575)
Net transfers		(204,917)		1,071		(1,910,503)		1,209,765		294,738		(22,516)
Contract charges										(38)		(42)
Adjustments to net assets allocated to contracts in payout phase						863				(7,614)		5,489
Increase (decrease) in net assets resulting from contract transactions		(184,920)		437,778		(2,210,011)		900,641		138,787		249,189
Total increase (decrease) in net assets		(241,308)		447,067		(2,706,111)		1,304,540		535,314		(286,186)
NET ASSETS:
Beginning of period		513,575		66,508		4,467,622		3,163,082		6,687,277		6,973,463
End of period	$	272,267	$	513,575	$	1,761,511	$	4,467,622	$	7,222,591	$	6,687,277
CHANGES IN UNITS OUTSTANDING:
Units issued		4,528		36,244		28,529		281,152		154,803		179,822
Units redeemed		(19,635)		(4,328)		(206,076)		(214,806)		(133,193)		(139,453)
Net increase (decrease)		(15,107)		31,916		(177,547)		66,346		21,610		40,369

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	TEMPLETON GLOBAL BOND VIP FUND				THIRD AVENUE VALUE PORTFOLIO				TOUCHSTONE VST FOCUSED FUND
	2016		2015		2016		2015		2016		2015
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	(44,411)	$	449,762	$	1,455	$	78,980	$	(22,206)	$	(23,014)
Net realized gain (loss) on investments		(372,045)		(59,255)		150,456		104,779		759,349		251,779
Change in net unrealized appreciation (depreciation) on investments		545,247		(731,701)		9,930		(470,920)		(359,464)		(205,175)
Increase (decrease) in net assets resulting from operations		128,791		(341,194)		161,841		(287,161)		377,679		23,590
CONTRACT TRANSACTIONS:
Purchase payments received		303,828		1,176,106						162,804		55,870
Transfers for contract benefits and terminations		(466,249)		(206,474)		(341,118)		(182,646)		(265,302)		(88,851)
Net transfers		(872,701)		1,735,684		(531,151)		(192,898)		(65,462)		287,488
Contract charges						(20)		(21)		(35)		(30)
Adjustments to net assets allocated to contracts in payout phase		1,726		483		968		124		3,755		552
Increase (decrease) in net assets resulting from contract transactions		(1,033,396)		2,705,799		(871,321)		(375,441)		(164,240)		255,029
Total increase (decrease) in net assets		(904,605)		2,364,605		(709,480)		(662,602)		213,439		278,619
NET ASSETS:
Beginning of period		7,426,049		5,061,444		2,605,392		3,267,994		3,344,178		3,065,559
End of period	$	6,521,444	$	7,426,049	$	1,895,912	$	2,605,392	$	3,557,617	$	3,344,178
CHANGES IN UNITS OUTSTANDING:
Units issued		126,209		378,386		132				28,465		26,887
Units redeemed		(239,691)		(103,574)		(92,532)		(36,154)		(28,267)		(11,087)
Net increase (decrease)		(113,482)		274,812		(92,400)		(36,154)		198		15,800

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	UNIVERSAL INSTITUTIONAL FUNDS U.S. REAL ESTATE PORTFOLIO				VAN ECK VIP GLOBAL HARD ASSETS FUND				VAN ECK VIP UNCONSTRAINED EMERGING MARKETS BOND FUND
	2016		2015		2016		2015		2016		2015
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	46,891	$	39,922	$	(9,346)	$	(22,477)	$	(46,675)	$	515,634
Net realized gain (loss) on investments		672,216		752,673		(1,124,535)		(403,768)		(921,464)		(1,134,734)
Change in net unrealized appreciation (depreciation) on investments		(221,500)		(711,105)		2,127,822		(784,782)		1,343,851		(610,617)
Increase (decrease) in net assets resulting from operations		497,607		81,490		993,941		(1,211,027)		375,712		(1,229,717)
CONTRACT TRANSACTIONS:
Purchase payments received		750		2,299		164,498		112,052		124,463		239,380
Transfers for contract benefits and terminations		(935,391)		(338,228)		(741,828)		(228,505)		(674,023)		(541,683)
Net transfers		352,997		218,127		364,402		77,238		(925,203)		(1,388,340)
Contract charges		(421)		(405)						(82)		(69)
Adjustments to net assets allocated to contracts in payout phase		4,805		(3,303)		479		(299)		2,578		(537)
Increase (decrease) in net assets resulting from contract transactions		(577,260)		(121,510)		(212,449)		(39,514)		(1,472,267)		(1,691,249)
Total increase (decrease) in net assets		(79,653)		(40,020)		781,492		(1,250,541)		(1,096,555)		(2,920,966)
NET ASSETS:
Beginning of period		7,998,604		8,038,624		2,572,178		3,822,719		6,743,359		9,664,325
End of period	$	7,918,951	$	7,998,604	$	3,353,670	$	2,572,178	$	5,646,804	$	6,743,359
CHANGES IN UNITS OUTSTANDING:
Units issued		38,120		48,021		263,702		160,413		74,284		111,796
Units redeemed		(50,700)		(51,292)		(274,104)		(143,302)		(207,264)		(261,219)
Net increase (decrease)		(12,580)		(3,271)		(10,402)		17,111		(132,980)		(149,423)

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	VANGUARD VIF CAPITAL GROWTH PORTFOLIO				VANGUARD VIF DIVERSIFIED VALUE PORTFOLIO				VANGUARD VIF MID-CAP INDEX PORTFOLIO
	2016		2015		2016		2015		2016		2015
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	10,077	$	(96)	$	18,343	$	3,775	$	9,630	$	1,780
Net realized gain (loss) on investments		42,025		6,191		39,129		14,537		102,016		29,535
Change in net unrealized appreciation (depreciation) on investments		207,854		4,011		135,270		(30,271)		152,002		(87,435)
Increase (decrease) in net assets resulting from operations		259,956		10,106		192,742		(11,959)		263,648		(56,120)
CONTRACT TRANSACTIONS:
Purchase payments received		509,342		943,406		637,501		483,658		934,234		991,439
Transfers for contract benefits and terminations		(80,409)		(425)		(47,154)		(3,010)		(106,273)		(4,622)
Net transfers		292,560		362,950		429,534		38,263		647,018		114,365
Contract charges
Adjustments to net assets allocated to contracts in payout phase
Increase (decrease) in net assets resulting from contract transactions		721,493		1,305,931		1,019,881		518,911		1,474,979		1,101,182
Total increase (decrease) in net assets		981,449		1,316,037		1,212,623		506,952		1,738,627		1,045,062
NET ASSETS:
Beginning of period		1,608,132		292,095		665,727		158,775		1,425,361		380,299
End of period	$	2,589,581	$	1,608,132	$	1,878,350	$	665,727	$	3,163,988	$	1,425,361
CHANGES IN UNITS OUTSTANDING:
Units issued		85,966		136,256		110,342		51,212		150,663		117,617
Units redeemed		(19,964)		(19,657)		(10,166)		(285)		(14,927)		(18,304)
Net increase (decrease)		66,002		116,599		100,176		50,927		135,736		99,313

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	VANGUARD VIF REIT INDEX PORTFOLIO				VANGUARD VIF SMALL COMPANY GROWTH PORTFOLIO				WELLS FARGO ADVANTAGE VT DISCOVERY FUND
	2016		2015		2016		2015		2016		2015
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	30,191	$	8,674	$	(3,063)	$	(1,426)	$	(40,131)	$	(50,919)
Net realized gain (loss) on investments		103,823		31,499		49,503		12,803		103,557		1,292,492
Change in net unrealized appreciation (depreciation) on investments		(40,153)		(19,448)		107,075		(47,270)		274,809		(1,497,687)
Increase (decrease) in net assets resulting from operations		93,861		20,725		153,515		(35,893)		338,235		(256,114)
CONTRACT TRANSACTIONS:
Purchase payments received		809,256		678,856		203,453		495,937		4,287		80,848
Transfers for contract benefits and terminations		(77,750)		(3,623)		(31,519)		(4,236)		(494,816)		(247,426)
Net transfers		384,447		195,486		258,224		56,999		(1,285,618)		503,798
Contract charges
Adjustments to net assets allocated to contracts in payout phase										2,946		448
Increase (decrease) in net assets resulting from contract transactions		1,115,953		870,719		430,158		548,700		(1,773,201)		337,668
Total increase (decrease) in net assets		1,209,814		891,444		583,673		512,807		(1,434,966)		81,554
NET ASSETS:
Beginning of period		1,341,026		449,582		623,585		110,778		6,636,900		6,555,346
End of period	$	2,550,840	$	1,341,026	$	1,207,258	$	623,585	$	5,201,934	$	6,636,900
CHANGES IN UNITS OUTSTANDING:
Units issued		106,034		87,097		50,048		50,492		12,410		90,952
Units redeemed		(16,002)		(9,525)		(8,639)		(1,068)		(96,131)		(61,656)
Net increase (decrease)		90,032		77,572		41,409		49,424		(83,721)		29,296

The accompanying notes are an integral part of these financial statements. (Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 2016 AND 2015

	INVESTMENT DIVISIONS
	WELLS FARGO ADVANTAGE VT OMEGA GROWTH FUND				WELLS FARGO ADVANTAGE VT OPPORTUNITY FUND				WELLS FARGO ADVANTAGE VT SMALL CAP VALUE FUND
	2016		2015		2016		2015		2016		2015
									(1)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	(5,489)	$	(5,354)	$	67,747	$	(40,238)	$	(1,751)	$	(11,092)
Net realized gain (loss) on investments		(18,531)		118,554		848,215		1,246,291		203,589		(16,356)
Change in net unrealized appreciation (depreciation) on investments		15,934		(99,158)		(337,245)		(1,427,808)		(95,876)		(194,286)
Increase (decrease) in net assets resulting from operations		(8,086)		14,042		578,717		(221,755)		105,962		(221,734)
CONTRACT TRANSACTIONS:
Purchase payments received				23,378		11,419		7,108
Transfers for contract benefits and terminations		(121,952)		(1,092)		(388,437)		(471,812)		(5,183)		(26,308)
Net transfers		(66,158)		524,278		(536,082)		(639,614)		(1,779,933)		(56,124)
Contract charges						(64)		(64)				(154)
Adjustments to net assets allocated to contracts in payout phase						13,148		(3,150)		523		2,069
Increase (decrease) in net assets resulting from contract transactions		(188,110)		546,564		(900,016)		(1,107,532)		(1,784,593)		(80,517)
Total increase (decrease) in net assets		(196,196)		560,606		(321,299)		(1,329,287)		(1,678,631)		(302,251)
NET ASSETS:
Beginning of period		826,682		266,076		6,035,660		7,364,947		1,678,631		1,980,882
End of period	$	630,486	$	826,682	$	5,714,361	$	6,035,660	$	0	$	1,678,631
CHANGES IN UNITS OUTSTANDING:
Units issued		1,976		58,087		8,700		12,968		1,739		246
Units redeemed		(19,800)		(5,530)		(51,316)		(59,453)		(101,131)		(4,721)
Net increase (decrease)		(17,824)		52,557		(42,616)		(46,485)		(99,392)		(4,475)

            (1)   For the period January 1, 2016 to May 2, 2016.

The accompanying notes are an integral part of these financial statements. (Concluded)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2016

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

The Variable Annuity-1 Series Account (the Series Account), a separate account of Great-West Life & Annuity Insurance Company (the Company), is registered as a unit investment trust under the Investment Company Act of 1940, as amended, and exists in accordance with regulations of the Colorado Division of Insurance. It is a funding vehicle for both group and individual variable annuity contracts. The Series Account consists of numerous investment divisions (Investment Divisions), each being treated as an individual accounting entity for financial reporting purposes, and each investing all of its investible assets in the named underlying mutual fund.

Under applicable insurance law, the assets and liabilities of each of the Investment Divisions of the Series Account are clearly identified and distinguished from the Company’s other assets and liabilities. The portion of the Series Account’s assets applicable to the reserves and other contract liabilities with respect to the Series Account is not chargeable with liabilities arising out of any other business the Company may conduct.

The preparation of financial statements and financial highlights of each of the Investment Divisions in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and financial highlights and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Series Account is an investment company and, therefore, applies specialized accounting guidance in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 “Financial Services – Investment Companies” (ASC Topic 946). The following is a summary of the significant accounting policies of the Series Account.

Security Valuation

Mutual fund investments held by the Investment Divisions are valued at the reported net asset values of such underlying mutual funds, which value their investment securities at fair value.

The Series Account classifies its valuations into three levels based upon the observability of inputs to the valuation of the Series Account’s investments. The valuation levels are not necessarily an indication of the risk or liquidity associated with the underlying investment. Classification is based on the lowest level of input significant to the fair value measurement. The three levels are defined as follows:

Level 1 – Unadjusted quoted prices for identical securities in active markets.

Level 2 – Inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. These may include quoted prices for similar assets in active markets.

Level 3 – Unobservable inputs to the extent observable inputs are not available and may include prices obtained from single broker quotes. Unobservable inputs reflect the reporting entity’s own assumptions and would be based on the best information available under the circumstances.

As of December 31, 2016, the only investments of each of the Investment Divisions of the Series Account were in underlying mutual funds that are actively traded, therefore 100% of the investments are valued using Level 1 inputs. The Series Account recognizes transfers between the levels as of the beginning of the quarter in which the transfer occurred. There were no transfers between Levels 1 and 2 during the year.

Fund of Funds Structure Risk

Since the Series Account invests directly in underlying funds, all risks associated with the eligible underlying funds apply to the Series Account. To the extent the Series Account invests more of its assets in one underlying fund than another, the Series Account will have greater exposure to the risks of the underlying fund.

Security Transactions and Investment Income

Transactions are recorded on the trade date. Realized gains and losses on sales of investments are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date and the amounts distributed to the Investment Division for its share of dividends are reinvested in additional full and fractional shares of the related mutual funds.

Contracts in the Payout Phase

Net assets of each Investment Division allocated to contracts in the payout phase are computed according to the 2000 Individual Annuitant Mortality Table. The assumed investment return is 5 percent. The mortality risk is fully borne by the Company and may result in additional amounts being transferred into the series annuity account by the Company to cover greater longevity of annuitants than expected. Conversely, if amounts allocated exceed amounts required, transfers may be made to the Company. Any adjustments to these amounts are reflected in Adjustments to net assets allocated to contracts in payout phase on the Statement of Changes in Net Assets of the applicable Investment Divisions.

Federal Income Taxes

The operations of each of the Investment Divisions of the Series 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 each of the Investment Divisions of the Series Account to the extent the earnings are credited under the contracts. Based on this, no charge is being made currently to the Series 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.

Purchase Payments Received

Purchase payments received from contract owners by the Company are credited as accumulation units, and are reported as Contract Transactions on the Statement of Changes in Net Assets of the applicable Investment Divisions.

Net Transfers

Net transfers include transfers between Investment Divisions of the Series Account as well as transfers between other investment options of the Company, not included in the Series Account.

Application of Recent Accounting Pronouncements

In May 2015, the FASB issued ASU No. 2015-07, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) (“ASU No. 2015-07”). The update required assets using net asset value (“NAV”) as a practical expedient to be excluded from the fair value hierarchy table. The update is effective for interim and annual periods beginning after December 15, 2016. The Series Account adopted ASU No. 2015-07 for its fiscal year beginning January 1, 2016. The adoption of this ASU did not have a material effect on the Series Account’s financial position or results of operations.

2. PURCHASES AND SALES OF INVESTMENTS

The cost of purchases and proceeds from sales of investments for the year ended December 31, 2016 were as follows:

Investment Division	Purchases		Sales
AB VPS Growth and Income Portfolio	$	1,833,551	$	847,614
AB VPS Growth Portfolio		1,533,760		683,150
AB VPS International Growth Portfolio		256,450		1,587,562
AB VPS International Value Portfolio		36,833		605,429
AB VPS Real Estate Investment Portfolio		3,898,848		3,969,137
AB VPS Small/Mid Cap Value Portfolio		2,133,037		1,680,296
Alger Balanced Portfolio		15,576		17,833
Alger Capital Appreciation Portfolio		332,315		54,461
Alger Large Cap Growth Portfolio		1,382,749		5,019,154
Alger Mid Cap Growth Portfolio		121,923		1,061,783
ALPS Red Rocks Listed Private Equity Portfolio		8,820		25
American Century Investments VP Balanced Fund		5,038,788		4,501,377
American Century Investments VP Income & Growth Fund		2,464,872		1,857,355
American Century Investments VP International Fund		1,243,880		1,026,299
American Century Investments VP Mid Cap Value Fund		4,661,342		2,007,351
American Century Investments VP Value Fund		7,713,465		5,765,339
American Funds IS Global Growth Fund		317,090		56,022
American Funds IS New World Fund		315,185		1,462
BlackRock Global Allocation VI Fund		1,371,748		726,032
ClearBridge Variable Mid Cap Portfolio		105,246		145
ClearBridge Variable Small Cap Growth Portfolio		620,461		2,741
Columbia Variable Portfolio - Large Cap Growth Fund		1,621,300		164,733
Columbia Variable Portfolio - Large Cap Growth Fund II		373,000		1,718,005
Columbia Variable Portfolio - Seligman Global Technology Fund		6,498,995		4,199,522
Columbia Variable Portfolio - Small Cap Value Fund		2,411,317		591,373
Delaware VIP Emerging Markets Series		946,005		570,834
Delaware VIP Small Cap Value Series		3,250,764		2,606,123
Delaware VIP Smid Cap Growth Series		3,330,723		2,439,708
Deutsche Capital Growth VIP		4,570,964		6,718,476
Deutsche Core Equity VIP		2,392,924		2,656,455
Deutsche Global Small Cap VIP		356,975		137,681
Deutsche Large Cap Value VIP		1,362,989		3,141,617
Deutsche Small Cap Index VIP		4,112,756		3,236,384
Deutsche Small Mid Cap Growth VIP		285,060		219,379
Deutsche Small Mid Cap Value VIP		1,493,608		1,432,867
Dimensional VA US Targeted Value Portfolio		546,588		26,961
Dreyfus IP MidCap Stock Portfolio		652,928		531,341
Dreyfus VIF Appreciation Portfolio		2,003,452		2,283,677
Dreyfus VIF Growth and Income Portfolio		877,279		669,704
Dreyfus VIF Opportunistic Small Cap Portfolio		172,321		175,430
Federated Fund for U.S. Government Securities II		10,516,169		9,799,588
Federated Managed Tail Risk Fund II		34,852		188,737
Federated Managed Volatility Fund II		30,006		84,999
Franklin Small Cap Value VIP Fund		3,255,022		1,368,678
Goldman Sachs VIT Multi-Strategy Alternatives Portfolio		23,739		99
Great-West Ariel Mid Cap Value Fund		8,279		11

Investment Division	Purchases		Sales
Great-West Loomis Sayles Bond Fund	$	311,888	$	640
Great-West SecureFoundation Balanced Fund		56,047,031		6,147,717
Invesco V.I. Comstock Fund		1,097,489		1,644,593
Invesco V.I. Core Equity Fund		295,006		538,481
Invesco V.I. Growth & Income Fund		2,089,870		2,334,791
Invesco V.I. High Yield Fund		2,347,709		2,499,285
Invesco V.I. International Growth Fund		1,587,102		2,647,752
Invesco V.I. Mid Cap Core Equity Fund		235,589		473,233
Invesco V.I. Small Cap Equity Fund		1,265,938		1,002,204
Invesco V.I. Technology Fund		412,427		827,982
Ivy VIP International Core Equity		222,487		66,501
Janus Aspen Balanced Portfolio Institutional Shares		3,769,601		2,619,543
Janus Aspen Balanced Portfolio Service Shares		12,325,613		11,498,345
Janus Aspen Flexible Bond Portfolio Institutional Shares		4,362,158		1,830,155
Janus Aspen Flexible Bond Portfolio Service Shares		9,658,018		7,865,803
Janus Aspen Global Research Portfolio		283,551		1,293,077
Janus Aspen Global Technology Portfolio Institutional Shares		9,165		180,481
Janus Aspen Global Technology Portfolio Service Shares		1,942,934		1,392,133
Janus Aspen Janus Portfolio		468,782		947,049
Janus Aspen Overseas Portfolio Institutional Shares		265,923		549,791
Janus Aspen Overseas Portfolio Service Shares		325,913		397,418
JPMorgan Insurance Trust Small Cap Core Portfolio		497,717		293,881
Lazard Retirement Emerging Markets Equity Portfolio		4,583,304		4,181,367
LVIP Baron Growth Opportunities Fund		1,915,098		3,268,340
MFS VIT II International Value Portfolio		6,175,500		4,265,313
MFS VIT Utilities Series		4,152,567		3,821,905
Neuberger Berman AMT Mid Cap Intrinsic Value Portfolio		298,999		279,802
Neuberger Berman AMT Socially Responsive Portfolio		612,923		2,664
NVIT Mid Cap Index Fund		7,645,728		3,521,577
Oppenheimer Global Fund/VA		2,654,413		5,668,179
Oppenheimer International Growth Fund/VA		2,281,279		3,075,870
Opperheimer Main Street Small Cap Fund/VA		364,767		909,601
Pimco VIT Commodity RealReturn Strategy Portfolio		793,915		302,784
Pimco VIT High Yield Portfolio		13,978,431		10,798,536
Pimco VIT Low Duration Portfolio		11,856,501		12,040,050
Pimco VIT Real Return Portfolio		1,210,883		1,148,308
Pimco VIT Total Return Portfolio		16,739,813		20,929,560
Pioneer Emerging Markets VCT Portfolio		314		35,093
Pioneer Fund VCT Portfolio		581,050		400,491
Pioneer Mid Cap Value VCT Portfolio		270,514		781,461
Pioneer Select Mid Cap Growth VCT Portfolio		1,407,267		1,019,505
Prudential Series Fund Equity Portfolio		13,500		279,820
Prudential Series Fund Natural Resources Portfolio		27,526		161,649
Putnam VT American Government Income Fund		5,595,190		5,490,189
Putnam VT Equity Income Fund		3,632,131		4,530,188
Putnam VT Global Asset Allocation Fund		145,526		252
Putnam VT Global Health Care Fund		1,444,731		5,146,692
Putnam VT Income Fund		422,865		21,333
Putnam VT International Equity Fund		267,074		1,251
Putnam VT International Value Fund		262,446		2,114
Putnam VT Investors Fund		91,300		173,884
Putnam VT Small Cap Value Fund		14,240		383

Investment Division	Purchases		Sales
Royce Capital Fund - Small-Cap Portfolio	$	762,915	$	1,090,929
Schwab Government Money Market Portfolio		63,106,894		70,494,588
Schwab MarketTrack Growth Portfolio		2,856,209		6,502,086
Schwab S&P 500 Index Portfolio		42,631,621		30,828,529
Schwab VIT Balanced Portfolio		237,860		53,820
Schwab VIT Balanced with Growth Portfolio		2,561,155		4,906
Schwab VIT Growth Portfolio		56,241		308
Sentinel Variable Products Bond Fund		2,170,015		4,096,829
Sentinel Variable Products Common Stock Fund		1,699,903		1,469,657
Sentinel Variable Products Small Company Fund		1,372,914		676,058
T. Rowe Price Health Sciences Portfolio		58,037		242,304
T. Rowe Price Health Sciences Portfolio Class II		386,248		2,606,234
Templeton Foreign VIP Fund		1,693,590		1,349,070
Templeton Global Bond VIP Fund		1,149,268		2,223,156
Third Avenue Value Portfolio		15,536		886,411
Touchstone VST Focused Fund		1,165,126		716,143
Universal Institutional Fund U.S. Real Estate Portfolio		1,927,363		2,462,550
Van Eck VIP Global Hard Assets Fund		2,475,920		2,698,148
Van Eck VIP Unconstrained Emerging Markets Bond Fund		715,486		2,237,079
Vanguard VIF Capital Growth Portfolio		995,700		216,095
Vanguard VIF Diversified Value Portfolio		1,174,621		83,532
Vanguard VIF Mid-Cap Index Portfolio		1,743,001		144,121
Vanguard VIF REIT Index Portfolio		1,406,765		151,459
Vanguard VIF Small Company Growth Portfolio		556,872		69,547
Wells Fargo Advantage VT Discovery Fund		647,693		2,052,500
Wells Fargo Advantage VT Omega Growth Fund		58,085		214,255
Wells Fargo Advantage VT Opportunity Fund		811,489		1,119,440
Wells Fargo Advantage VT Small Cap Value Fund		2,580		1,789,566

3. EXPENSES AND RELATED PARTY TRANSACTIONS

Contract Maintenance Charges

The Company deducts, from each participant account in the Schwab Select Annuity contract, a $25 annual maintenance charge on accounts under $50,000 as of each contract’s anniversary date. This charge is recorded as Contract charges on the Statement of Changes in Net Assets of the applicable Investment Divisions.

Transfer Fees

The Company charges $10 in the Schwab Select Annuity contract for each transfer between Investment Divisions in excess of 12 transfers in any calendar year. This charge is recorded as Transfers for contract benefits and terminations on the Statement of Changes in Net Assets of the applicable Investment Divisions.

Deductions for Premium Taxes

The Company may deduct from each contribution in any applicable state premium tax or retaliatory tax, which currently ranges from 0% to 3.5%. This charge is netted with Purchase payments received on the Statement of Changes in Net Assets of the applicable Investment Divisions.

Deductions for Assumption of Mortality and Expense Risks

The Company assumes mortality and expense risks related to the operations of the Series Account. It deducts a daily charge from the unit value of each Investment Division of the Schwab Select Annuity contract, equal to an annual rate of 0.85%; a daily charge from the unit value of each Investment Division of the Schwab OneSource Annuity contract, equal to an annual rate of 0.65% to 0.85%, depending on the date the contract was issued and the death benefit option chosen; a daily charge from the unit value of each Investment Division of Schwab Advisor Choice Annuity contract equal to an annual rate of 0.49% to 0.69%, depending on the death benefit option chosen; and a daily charge from the unit value of each Investment Division of Schwab OneSource Choice Annuity contract equal to an annual rate of 0.65% to 0.85%, depending on the death benefit option chosen. The level of these charges is guaranteed and will not change. The charges are recorded as Mortality and expense risk in the Statement of Operations of the applicable Investment Divisions.

Optional GLWB Rider Benefit Fee

The Company deducts a quarterly charge equal to a maximum annual rate of 1.50% from the covered fund value in Schwab Advisor Choice and Schwab OneSource Choice annuity contracts for the guaranteed lifetime withdrawal benefit rider if this option is chosen. Currently, this charge is 0.95% for Schwab Advisor Choice annuity contracts and 1.00% for Schwab OneSource Choice annuity contracts. This charge is recorded as contract charges on the Statement of Changes in Net Assets of the applicable Investment Division, if applicable.

If the above charges prove insufficient to cover actual costs and assumed risks, the loss will be borne by the Company; conversely, if the amounts deducted prove more than sufficient, the excess will be a profit to the Company.

4. FINANCIAL HIGHLIGHTS

For each Investment Division, the accumulation units outstanding, net assets, investment income ratio, the range of lowest to highest expense ratio (excluding expenses of the underlying funds), total return and accumulation unit fair values for each year or period ended December 31 are included on the following pages. As the unit fair value for the Investment Divisions of the Series Account are presented as a range of minimum to maximum values, based on the product grouping representing the minimum and maximum expense ratio amounts, some unit values shown on the Statement of Assets and Liabilities which are calculated on an aggregated basis, may not be within the ranges presented.

The Expense Ratios represent the annualized contract expenses of the respective Investment Divisions of the Series Account, consisting of mortality and expense 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 fund have been excluded.

The Total Return amounts represent the total return for the periods indicated, including changes in the value of the underlying fund, and expenses assessed through the reduction of unit values. These returns do not include any expenses assessed through the redemption of units. Investment Divisions with a date notation indicate the effective date that the investment option was available in the Series Account. The total returns are calculated for each period indicated or from the effective date through the end of the reporting period and are not annualized for periods less than one year. As the total returns for the Investment Divisions are presented as a range of minimum to maximum values, based on the product grouping representing the minimum and maximum expense ratio amounts, some individual contract total returns are not within the ranges presented.

The Investment Income Ratio represents the dividends, excluding distributions of capital gains, received by the Investment Division from the underlying mutual fund divided by average net assets during the period. It is not annualized for periods less than one year. The ratio excludes those expenses, such as mortality and expense charges, that result in direct reductions in the unit values. The recognition of investment income by the Investment Division is affected by the timing of the declaration of dividends by the underlying fund in which the Investment Division invests.

Effective for the year ending December 31, 2013, the financial highlights for the Schwab OneSource Annuity contract and the Schwab Select Annuity contract have been combined to be consistent with the presentation of the financial statements. All five years of financial highlight information have been combined for presentation purposes.

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

FINANCIAL HIGHLIGHTS	At December 31									For the year or period ended December 31
	Units     (000s)		Unit Fair Value					Net Assets   (000s)		Investment   Income Ratio		Expense Ratio lowest to highest				Total Return
			(a)			(b)										(a)			(b)
INVESTMENT DIVISIONS
AB VPS GROWTH AND INCOME PORTFOLIO
2016		415	$	24.53	to	$	11.91	$	8,104		1.07 %		0.49 %	to	0.85  %		10.36  %	to		10.76  %
2015		378	$	22.23	to	$	10.76	$	6,820		1.43 %		0.49 %	to	0.85  %		0.84  %	to		1.20  %
2014		360	$	22.04	to	$	10.62	$	6,889		1.31 %		0.65 %	to	0.85  %		8.62  %	to		6.20  %
2013		343	$	20.29	to	$	17.69	$	6,465		1.36 %		0.65 %	to	0.85  %		33.84  %	to		34.12  %
2012		386	$	15.16	to	$	13.19	$	5,491		1.55 %		0.65 %	to	0.85  %		16.53  %	to		16.73  %
AB VPS GROWTH PORTFOLIO
2016		168	$	25.08	to	$	12.10	$	2,940		0.00 %		0.49 %	to	0.85  %		0.26  %	to		0.62 %
2015		134	$	25.01	to	$	12.03	$	2,389		0.00 %		0.49 %	to	0.85  %		8.14  %	to		8.52 %
2014		89	$	23.13	to	$	16.98	$	1,627		0.00 %		0.65 %	to	0.85  %		12.34  %	to		12.52 %
2013		82	$	20.59	to	$	15.09	$	1,326		0.26 %		0.65 %	to	0.85  %		32.84  %	to		33.19 %
2012		146	$	15.50	to	$	11.33	$	1,713		0.05 %		0.65 %	to	0.85  %		12.97  %	to		13.07 %
AB VPS INTERNATIONAL GROWTH PORTFOLIO
2016		634	$	13.39	to	$	8.65	$	8,560		0.00 %		0.49 %	to	0.85  %		(7.66) %	to		(7.33) %
2015		719	$	14.51	to	$	9.34	$	10,575		0.34 %		0.49 %	to	0.85  %		(2.70) %	to		(2.34) %
2014		909	$	14.91	to	$	9.56	$	13,824		0.00 %		0.49 %	to	0.85  %		(2.04) %	to		(4.40) %
2013		923	$	15.22	to	$	15.48	$	14,361		0.96 %		0.65 %	to	0.85  %		12.66  %	to		12.83  %
2012		1,044	$	13.51	to	$	13.72	$	14,374		1.62 %		0.65 %	to	0.85  %		14.59  %	to		14.81  %
AB VPS INTERNATIONAL VALUE PORTFOLIO (Effective date 05/01/2006)
2016		348	$	7.87	to	$	8.04	$	2,794		1.21 %		0.65 %	to	0.85  %		(1.34) %	to		(1.14) %
2015		422	$	7.98	to	$	8.14	$	3,427		2.38 %		0.65 %	to	0.85  %		1.72  %	to		1.93  %
2014		476	$	7.85	to	$	7.98	$	3,794		3.46 %		0.65 %	to	0.85  %		(6.99) %	to		(6.88) %
2013		554	$	8.44	to	$	8.57	$	4,735		6.04 %		0.65 %	to	0.85  %		21.97  %	to		22.25  %
2012		662	$	6.92	to	$	7.01	$	4,635		1.53 %		0.65 %	to	0.85  %		13.63  %	to		13.80  %
AB VPS REAL ESTATE INVESTMENT PORTFOLIO
2016		486	$	37.64	to	$	11.96	$	19,183		1.65 %		0.49 %	to	0.85  %		6.85  %	to		7.24  %
2015		513	$	35.22	to	$	11.15	$	18,927		1.55 %		0.49 %	to	0.85  %		(0.05) %	to		0.31  %
2014		452	$	35.24	to	$	11.12	$	20,079		2.87 %		0.49 %	to	0.85  %		24.30  %	to		11.20  %
2013		433	$	28.35	to	$	37.05	$	15,784		1.44 %		0.65 %	to	0.85  %		3.32  %	to		3.52  %
2012		474	$	27.44	to	$	35.79	$	16,760		1.09 %		0.65 %	to	0.85  %		20.14  %	to		20.42  %
AB VPS SMALL/MID CAP VALUE PORTFOLIO (Effective date 05/01/2006)
2016		339	$	22.15	to	$	12.25	$	7,050		0.60 %		0.49 %	to	0.85  %		24.04  %	to		24.48  %
2015		331	$	17.86	to	$	9.84	$	5,665		0.76 %		0.49 %	to	0.85  %		(6.29) %	to		(5.94) %
2014		334	$	19.06	to	$	10.45	$	6,396		0.71 %		0.65 %	to	0.85  %		8.30  %	to		4.50  %
2013		392	$	17.60	to	$	17.87	$	6,957		0.66 %		0.65 %	to	0.85  %		36.86  %	to		37.15  %
2012		321	$	12.86	to	$	13.03	$	4,154		0.53 %		0.65 %	to	0.85  %		17.77  %	to		18.03  %
ALGER BALANCED PORTFOLIO
2016		46	$	18.14	to	$	17.61	$	831		1.98 %		0.65 %	to	0.85  %		7.59  %	to		7.81  %
2015		46	$	16.86	to	$	16.33	$	782		2.04 %		0.65 %	to	0.85  %		0.61  %	to		0.81  %
2014		48	$	16.76	to	$	16.20	$	811		1.98 %		0.65 %	to	0.85  %		8.55  %	to		8.72  %
2013		51	$	15.44	to	$	14.90	$	788		1.04 %		0.65 %	to	0.85  %		14.29  %	to		14.53  %
2012		67	$	13.51	to	$	13.01	$	902		1.44 %		0.65 %	to	0.85  %		5.30  %	to		5.52  %
ALGER CAPITAL APPRECIATION PORTFOLIO (Effective date 05/01/2015)
2016		44	$	9.98	to	$	10.01	$	435		0.28 %		0.49 %	to	0.69  %		(0.18) %	to		0.02  %
2015		16	$	10.00	to	$	10.01	$	162		0.12 %		0.49 %	to	0.69  %		(0.01) %	to		0.13  %

(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

FINANCIAL HIGHLIGHTS	At December 31									For the year or period ended December 31
	Units     (000s)		Unit Fair Value					Net Assets   (000s)		Investment   Income Ratio		Expense Ratio lowest to highest				Total Return
			(a)			(b)										(a)			(b)
INVESTMENT DIVISIONS
ALGER LARGE CAP GROWTH PORTFOLIO
2016		960	$	32.54	to	$	10.69	$	21,261		0.00 %		0.49 %	to	0.85 %		(1.67) %	to		(1.32) %
2015		1,101	$	33.09	to	$	10.83	$	25,296		0.00 %		0.49 %	to	0.85 %		0.86  %	to		1.22  %
2014		1,060	$	32.81	to	$	10.70	$	24,990		0.16 %		0.49 %	to	0.85 %		10.06  %	to		7.00  %
2013		1,057	$	29.81	to	$	14.80	$	23,137		0.81 %		0.65 %	to	0.85 %		33.92  %	to		34.18  %
2012		1,147	$	22.26	to	$	11.03	$	18,561		1.17 %		0.65 %	to	0.85 %		8.96  %	to		9.10  %
ALGER MID CAP GROWTH PORTFOLIO
2016		166	$	23.24	to	$	10.42	$	3,863		0.00 %		0.49 %	to	0.85 %		0.12  %	to		0.47  %
2015		206	$	23.21	to	$	10.34	$	4,789		0.00 %		0.65 %	to	0.85 %		(2.40) %	to		(2.20) %
2014		253	$	23.78	to	$	23.74	$	5,993		0.00 %		0.65 %	to	0.85 %		7.12  %	to		7.32  %
2013		268	$	21.66	to	$	22.12	$	5,984		0.34 %		0.65 %	to	0.85 %		34.71  %	to		34.96  %
2012		282	$	16.08	to	$	16.39	$	4,678		0.00 %		0.65 %	to	0.85 %		15.27  %	to		15.50  %
ALPS RED ROCKS LISTED PRIVATE EQUITY PORTFOLIO (Effective date 04/29/2016)
2016		1	$	10.58	to	$	10.59	$	9		5.78 %		0.49 %	to	0.65 %		5.78  %	to		5.89  %
AMERICAN CENTURY INVESTMENTS VP BALANCED FUND
2016		1,096	$	21.05	to	$	10.83	$	18,762		1.58 %		0.49 %	to	0.85  %		6.09  %	to		6.47  %
2015		1,075	$	19.84	to	$	10.17	$	18,077		1.74 %		0.49 %	to	0.85  %		(3.40) %	to		(3.05) %
2014		892	$	20.54	to	$	10.49	$	17,084		1.46 %		0.49 %	to	0.85  %		8.91  %	to		4.90  %
2013		705	$	18.56	to	$	18.95	$	13,328		1.62 %		0.65 %	to	0.85  %		16.44  %	to		16.69  %
2012		626	$	15.94	to	$	16.24	$	10,170		2.14 %		0.65 %	to	0.85  %		10.85  %	to		11.08  %
AMERICAN CENTURY INVESTMENTS VP INCOME & GROWTH FUND
2016		352	$	24.05	to	$	11.35	$	6,252		2.37 %		0.49 %	to	0.85  %		12.53  %	to		12.93  %
2015		310	$	21.38	to	$	10.05	$	5,120		2.13 %		0.49 %	to	0.85  %		(6.42) %	to		(6.09) %
2014		267	$	22.84	to	$	10.70	$	5,031		2.03 %		0.49 %	to	0.85  %		11.52  %	to		7.00  %
2013		182	$	20.48	to	$	17.70	$	3,396		2.20 %		0.65 %	to	0.85  %		34.65  %	to		34.91  %
2012		206	$	15.21	to	$	13.12	$	2,844		2.05 %		0.65 %	to	0.85  %		13.85  %	to		13.99  %
AMERICAN CENTURY INVESTMENTS VP INTERNATIONAL FUND
2016		310	$	22.55	to	$	8.81	$	4,729		1.03 %		0.49 %	to	0.85  %		(6.30) %	to		(5.97) %
2015		279	$	24.06	to	$	9.37	$	4,832		0.36 %		0.49 %	to	0.85  %		(0.10) %	to		0.27  %
2014		249	$	24.09	to	$	9.34	$	4,572		1.65 %		0.49 %	to	0.85  %		(6.30) %	to		(6.60) %
2013		259	$	25.71	to	$	15.90	$	5,194		1.74 %		0.65 %	to	0.85  %		21.37  %	to		21.56  %
2012		294	$	21.18	to	$	13.08	$	4,969		0.88 %		0.65 %	to	0.85  %		20.14  %	to		20.44  %
AMERICAN CENTURY INVESTMENTS VP MID CAP VALUE FUND (Effective date 05/01/2009)
2016		434	$	30.85	to	$	13.08	$	11,551		1.58 %		0.49 %	to	0.85  %		21.68  %	to		22.12  %
2015		334	$	25.36	to	$	10.71	$	7,558		1.49 %		0.49 %	to	0.85  %		(2.41) %	to		(2.06) %
2014		333	$	25.98	to	$	10.92	$	8,296		1.02 %		0.65 %	to	0.85  %		15.26  %	to		9.20  %
2013		256	$	22.54	to	$	22.75	$	5,802		1.07 %		0.65 %	to	0.85  %		28.80  %	to		29.04  %
2012		191	$	17.50	to	$	17.63	$	3,354		1.89 %		0.65 %	to	0.85  %		15.21  %	to		15.46  %
AMERICAN CENTURY INVESTMENTS VP VALUE FUND
2016		1,112	$	27.91	to	$	12.25	$	28,673		1.79 %		0.49 %	to	0.85  %		19.46  %	to		19.89  %
2015		1,033	$	23.37	to	$	10.22	$	22,654		2.11 %		0.49 %	to	0.85  %		(4.70) %	to		(4.36) %
2014		1,150	$	24.52	to	$	10.69	$	27,598		1.52 %		0.49 %	to	0.85  %		12.12  %	to		6.90  %
2013		1,145	$	21.68	to	$	22.14	$	25,305		1.66 %		0.65 %	to	0.85  %		30.60  %	to		30.85  %
2012		1,109	$	16.60	to	$	16.92	$	18,749		1.92 %		0.65 %	to	0.85  %		13.62  %	to		13.86  %
AMERICAN FUNDS IS GLOBAL GROWTH FUND (Effective date 05/29/2014)
2016		69	$	10.86	to	$	10.92	$	755		1.26 %		0.49 %	to	0.69  %		0.18  %	to		0.39  %
2015		49	$	10.85	to	$	10.88	$	535		1.74 %		0.49 %	to	0.69  %		6.50  %	to		6.71  %
2014		12	$	10.18	to	$	10.20	$	121		2.34 %		0.49 %	to	0.69  %		1.80  %	to		2.00  %

(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

FINANCIAL HIGHLIGHTS	At December 31									For the year or period ended December 31
	Units     (000s)		Unit Fair Value					Net Assets   (000s)		Investment   Income Ratio		Expense Ratio lowest to highest				Total Return
			(a)			(b)										(a)			(b)
INVESTMENT DIVISIONS
AMERICAN FUNDS IS NEW WORLD FUND (Effective date 04/29/2016)
2016		31	$	10.34	to	$	10.37	$	324		0.86 %		0.49 %	to	0.85  %		3.44  %	to		3.69  %
BLACKROCK GLOBAL ALLOCATION VI FUND (Effective date 05/01/2014)
2016		483	$	10.21	to	$	10.17	$	4,944		1.39 %		0.49 %	to	0.85  %		3.24  %	to		3.60  %
2015		422	$	9.89	to	$	9.82	$	4,175		1.38 %		0.49 %	to	0.85  %		(1.55) %	to		(1.20) %
2014		145	$	10.04	to	$	9.94	$	1,456		3.49 %		0.49 %	to	0.85  %		0.40  %	to		(0.60) %
CLEARBRIDGE VARIABLE MID CAP PORTFOLIO (Effective date 04/29/2016)
2016		10	$	11.06	to	$	11.06	$	111		0.49 %		0.65 %	to	0.69  %		10.62  %	to		10.65  %
CLEARBRIDGE VARIABLE SMALL CAP GROWTH PORTFOLIO (Effective date 05/01/2015)
2016		70	$	10.06	to	$	10.10	$	711		0.00 %		0.49 %	to	0.69  %		5.08  %	to		5.29  %
COLUMBIA VARIABLE PORTFOLIO - LARGE CAP GROWTH FUND (Effective date 04/29/2016)
2016		147	$	10.49	to	$	10.52	$	1,539		0.00 %		0.49 %	to	0.85  %		4.90  %	to		5.15  %
COLUMBIA VARIABLE PORTFOLIO - SELIGMAN GLOBAL TECHNOLOGY FUND (Effective date 03/11/2011)
2016		459	$	19.48	to	$	14.95	$	8,952		0.00 %		0.49 %	to	0.85  %		18.01  %	to		18.43  %
2015		483	$	16.51	to	$	12.63	$	7,961		0.00 %		0.49 %	to	0.85  %		8.88  %	to		9.29  %
2014		488	$	15.16	to	$	11.54	$	7,408		0.00 %		0.65 %	to	0.85  %		24.06  %	to		15.40  %
2013		401	$	12.22	to	$	12.29	$	4,928		0.00 %		0.65 %	to	0.85  %		24.44  %	to		24.65  %
2012		429	$	9.82	to	$	9.86	$	4,233		0.00 %		0.65 %	to	0.85  %		6.05  %	to		6.36  %
COLUMBIA VARIABLE PORTFOLIO - SMALL CAP VALUE FUND (Effective date 05/01/2009)
2016		134	$	27.00	to	$	12.45	$	3,249		0.35 %		0.49 %	to	0.85  %		31.62  %	to		32.10  %
2015		63	$	20.51	to	$	9.42	$	1,047		0.59 %		0.49 %	to	0.85  %		(7.11) %	to		(6.78) %
2014		44	$	22.08	to	$	10.11	$	965		0.55 %		0.49 %	to	0.85  %		2.17  %	to		1.10  %
2013		63	$	21.61	to	$	21.81	$	1,366		1.41 %		0.65 %	to	0.85  %		32.90  %	to		33.15  %
2012		48	$	16.26	to	$	16.38	$	787		0.30 %		0.65 %	to	0.85  %		10.31  %	to		10.53  %
DELAWARE VIP EMERGING MARKETS SERIES (Effective date 05/01/2014)
2016		178	$	8.93	to	$	8.60	$	1,576		1.04 %		0.49 %	to	0.85  %		12.98  %	to		13.37  %
2015		140	$	7.91	to	$	7.59	$	1,096		0.61 %		0.49 %	to	0.85  %		(15.23) %	to		(14.92) %
2014		40	$	9.33	to	$	8.92	$	367		0.00 %		0.49 %	to	0.85  %		(6.70) %	to		(10.80) %
DELAWARE VIP SMALL CAP VALUE SERIES
2016		576	$	38.26	to	$	12.54	$	22,467		0.98 %		0.49 %	to	0.85  %		30.30  %	to		30.76  %
2015		599	$	29.37	to	$	9.59	$	18,348		0.73 %		0.49 %	to	0.85  %		(7.01) %	to		(6.68) %
2014		639	$	31.58	to	$	10.26	$	21,925		0.55 %		0.65 %	to	0.85  %		4.95  %	to		2.60  %
2013		675	$	29.42	to	$	35.09	$	22,298		0.73 %		0.65 %	to	0.85  %		32.34  %	to		32.67  %
2012		713	$	22.23	to	$	26.45	$	17,817		0.59 %		0.65 %	to	0.85  %		12.96  %	to		13.18  %
DELAWARE VIP SMID CAP GROWTH SERIES
2016		317	$	31.54	to	$	12.83	$	8,345		0.24 %		0.49 %	to	0.85  %		7.38  %	to		7.77  %
2015		311	$	29.37	to	$	11.90	$	7,855		0.37 %		0.49 %	to	0.85  %		6.63  %	to		7.01  %
2014		258	$	27.55	to	$	11.12	$	6,520		0.07 %		0.49 %	to	0.85  %		2.30  %	to		11.20  %
2013		347	$	20.81	to	$	27.40	$	8,627		0.02 %		0.65 %	to	0.85  %		40.11  %	to		40.37  %
2012		299	$	14.85	to	$	19.52	$	5,257		0.26 %		0.65 %	to	0.85  %		10.08  %	to		10.34  %

(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

FINANCIAL HIGHLIGHTS	At December 31									For the year or period ended December 31
	Units     (000s)		Unit Fair Value					Net Assets   (000s)		Investment   Income Ratio		Expense Ratio lowest to highest				Total Return
			(a)			(b)										(a)			(b)
INVESTMENT DIVISIONS
DEUTSCHE CAPITAL GROWTH VIP
2016		903	$	27.12	to	$	12.38	$	18,274		0.86 %		0.49 %	to	0.85  %		3.36  %	to		3.74  %
2015		1,114	$	26.24	to	$	11.93	$	21,734		0.67 %		0.49 %	to	0.85  %		7.70  %	to		8.09  %
2014		941	$	24.36	to	$	11.04	$	17,261		0.61 %		0.49 %	to	0.85  %		12.00  %	to		10.40  %
2013		985	$	21.75	to	$	15.48	$	16,430		1.28 %		0.65 %	to	0.85  %		33.52  %	to		33.68  %
2012		1,067	$	16.29	to	$	11.58	$	13,179		0.84 %		0.65 %	to	0.85  %		15.04  %	to		15.34  %
DEUTSCHE CORE EQUITY VIP
2016		489	$	23.55	to	$	12.49	$	10,104		1.40 %		0.49 %	to	0.85  %		9.55  %	to		9.94  %
2015		536	$	21.49	to	$	11.36	$	10,410		0.78 %		0.49 %	to	0.85  %		4.36  %	to		4.73  %
2014		491	$	20.60	to	$	10.84	$	9,474		1.08 %		0.65 %	to	0.85  %		10.87  %	to		8.40  %
2013		470	$	14.23	to	$	18.90	$	8,328		1.46 %		0.65 %	to	0.85  %		36.17  %	to		36.46  %
2012		531	$	10.45	to	$	13.85	$	6,823		1.45 %		0.65 %	to	0.85  %		4.81  %	to		15.03  %
DEUTSCHE GLOBAL SMALL CAP VIP (Effective date 05/01/2014)
2016		62	$	9.65	to	$	9.73	$	599		0.41 %		0.49 %	to	0.85  %		0.72  %	to		1.07  %
2015		44	$	9.58	to	$	9.62	$	423		0.62 %		0.49 %	to	0.85  %		0.30  %	to		0.67  %
2014		10	$	9.55	to	$	9.56	$	94		0.00 %		0.49 %	to	0.85  %		(4.50) %	to		(4.40) %
DEUTSCHE LARGE CAP VALUE VIP
2016		489	$	15.57	to	$	9.25	$	7,357		1.09 %		0.49 %	to	0.85  %		(5.20) %	to		(4.85) %
2015		636	$	16.42	to	$	9.72	$	10,185		1.58 %		0.49 %	to	0.85  %		(7.66) %	to		(7.32) %
2014		799	$	17.78	to	$	10.49	$	14,278		1.59 %		0.49 %	to	0.85  %		9.75  %	to		4.90  %
2013		712	$	16.20	to	$	16.48	$	11,659		1.91 %		0.65 %	to	0.85  %		29.81  %	to		30.07  %
2012		764	$	12.48	to	$	12.67	$	9,638		1.83 %		0.65 %	to	0.85  %		8.90  %	to		9.04  %
DEUTSCHE SMALL CAP INDEX VIP
2016		820	$	31.96	to	$	12.13	$	20,603		1.07 %		0.49 %	to	0.85  %		20.01  %	to		20.43  %
2015		780	$	26.63	to	$	10.07	$	17,720		1.04 %		0.49 %	to	0.85  %		(5.40) %	to		(5.06) %
2014		726	$	28.15	to	$	10.61	$	18,614		0.93 %		0.49 %	to	0.85  %		3.84  %	to		6.10  %
2013		698	$	27.11	to	$	24.98	$	18,240		1.58 %		0.65 %	to	0.85  %		37.47  %	to		37.71  %
2012		672	$	19.72	to	$	18.14	$	12,787		0.88 %		0.65 %	to	0.85  %		15.25  %	to		15.54  %
DEUTSCHE SMALL MID CAP GROWTH VIP
2016		73	$	22.35	to	$	11.52	$	1,153		0.00 %		0.49 %	to	0.85  %		8.15  %	to		8.54  %
2015		77	$	20.67	to	$	10.62	$	1,182		0.00 %		0.49 %	to	0.85  %		(1.74) %	to		(1.38) %
2014		41	$	21.03	to	$	10.76	$	640		0.00 %		0.49 %	to	0.85  %		4.78  %	to		7.60  %
2013		35	$	20.07	to	$	13.44	$	537		0.12 %		0.65 %	to	0.85  %		41.64  %	to		41.77  %
2012		36	$	14.17	to	$	9.48	$	384		0.00 %		0.65 %	to	0.85  %		13.36  %	to		13.67  %
DEUTSCHE SMALL MID CAP VALUE VIP (Effective date 05/01/2006)
2016		293	$	18.64	to	$	11.69	$	5,399		0.63 %		0.49 %	to	0.85  %		15.90  %	to		16.32  %
2015		322	$	16.08	to	$	10.05	$	5,143		0.29 %		0.49 %	to	0.85  %		(2.74) %	to		(2.39) %
2014		338	$	16.53	to	$	10.29	$	5,664		0.82 %		0.65 %	to	0.85  %		4.62  %	to		2.90  %
2013		424	$	15.80	to	$	16.04	$	6,782		1.20 %		0.65 %	to	0.85  %		34.13  %	to		34.34  %
2012		449	$	11.78	to	$	11.94	$	5,350		1.13 %		0.65 %	to	0.85  %		12.73  %	to		13.07  %
DIMENSIONAL VA US TARGETED VALUE PORTFOLIO (Effective date 05/29/2014)
2016		115	$	12.06	to	$	12.13	$	1,391		1.43 %		0.49 %	to	0.69  %		26.62  %	to		26.88  %
2015		69	$	9.53	to	$	9.56	$	658		1.59 %		0.49 %	to	0.69  %		(5.88) %	to		(5.69) %
2014		25	$	10.12	to	$	10.14	$	249		1.66 %		0.49 %	to	0.69  %		1.20  %	to		1.40  %

(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

FINANCIAL HIGHLIGHTS	At December 31									For the year or period ended December 31
	Units     (000s)		Unit Fair Value					Net Assets   (000s)		Investment   Income Ratio		Expense Ratio lowest to highest				Total Return
			(a)			(b)										(a)			(b)
INVESTMENT DIVISIONS
DREYFUS IP MIDCAP STOCK PORTFOLIO
2016		101	$	30.15	to	$	12.02	$	2,385		1.05 %		0.49 %	to	0.85  %		14.49  %	to		14.91  %
2015		102	$	26.34	to	$	10.46	$	2,123		0.57 %		0.49 %	to	0.85  %		(3.12) %	to		(2.77) %
2014		77	$	27.18	to	$	10.76	$	1,837		0.82 %		0.49 %	to	0.85  %		11.12  %	to		7.60  %
2013		53	$	24.30	to	$	24.82	$	1,326		1.40 %		0.65 %	to	0.85  %		33.81  %	to		34.09  %
2012		60	$	18.16	to	$	18.51	$	1,129		0.47 %		0.65 %	to	0.85  %		18.69  %	to		18.88  %
DREYFUS VIF APPRECIATION PORTFOLIO
2016		455	$	19.90	to	$	10.77	$	8,667		1.63 %		0.49 %	to	0.85  %		6.99  %	to		7.38  %
2015		550	$	18.60	to	$	10.03	$	9,795		1.65 %		0.49 %	to	0.85  %		(3.29) %	to		(2.95) %
2014		724	$	19.24	to	$	10.33	$	13,589		1.84 %		0.65 %	to	0.85  %		7.19  %	to		3.30  %
2013		830	$	16.42	to	$	18.30	$	14,618		1.93 %		0.65 %	to	0.85  %		20.12  %	to		20.32  %
2012		973	$	13.67	to	$	15.21	$	14,235		3.62 %		0.65 %	to	0.85  %		9.45  %	to		9.74  %
DREYFUS VIF GROWTH AND INCOME PORTFOLIO
2016		233	$	24.33	to	$	11.81	$	4,058		1.20 %		0.49 %	to	0.85  %		9.10  %	to		9.50  %
2015		248	$	22.30	to	$	10.79	$	3,955		0.86 %		0.49 %	to	0.85  %		0.73  %	to		1.09  %
2014		229	$	22.14	to	$	10.66	$	3,881		0.76 %		0.65 %	to	0.85  %		9.17  %	to		6.60  %
2013		219	$	20.28	to	$	16.08	$	3,577		0.93 %		0.65 %	to	0.85  %		35.65  %	to		35.93  %
2012		195	$	14.95	to	$	11.83	$	2,362		1.42 %		0.65 %	to	0.85  %		17.07  %	to		17.36  %
DREYFUS VIF OPPORTUNISTIC SMALL CAP PORTFOLIO
2016		31	$	21.51	to	$	19.02	$	594		0.00 %		0.65 %	to	0.85  %		16.09  %	to		16.31  %
2015		34	$	18.53	to	$	16.36	$	563		0.00 %		0.65 %	to	0.85  %		(3.09) %	to		(2.91) %
2014		38	$	19.12	to	$	16.85	$	649		0.00 %		0.65 %	to	0.85  %		0.74  %	to		0.96  %
2013		41	$	18.98	to	$	16.69	$	689		0.00 %		0.65 %	to	0.85  %		47.34  %	to		47.57  %
2012		47	$	12.88	to	$	11.31	$	541		0.00 %		0.65 %	to	0.85  %		19.48  %	to		19.81  %
FEDERATED FUND FOR US GOVERNMENT SECURITIES II
2016		2,473	$	19.90	to	$	10.25	$	38,225		2.42 %		0.49 %	to	0.85  %		0.75  %	to		1.10  %
2015		2,381	$	19.75	to	$	10.14	$	37,772		2.70 %		0.49 %	to	0.85  %		(0.33) %	to		0.03  %
2014		2,100	$	19.82	to	$	10.14	$	35,765		2.85 %		0.49 %	to	0.85  %		3.77  %	to		1.40  %
2013		2,200	$	19.10	to	$	14.67	$	36,219		3.41 %		0.65 %	to	0.85  %		(2.90) %	to		(2.65) %
2012		2,578	$	19.67	to	$	15.07	$	43,685		3.91 %		0.65 %	to	0.85  %		2.13  %	to		2.31  %
FEDERATED MANAGED TAIL RISK FUND II
2016		111	$	16.46	to	$	16.46	$	1,844		1.82 %		0.85 %	to	0.85  %		(4.82) %	to		(4.82) %
2015		120	$	17.29	to	$	17.29	$	2,111		1.69 %		0.85 %	to	0.85  %		(7.27) %	to		(7.27) %
2014		129	$	18.64	to	$	18.64	$	2,437		1.77 %		0.85 %	to	0.85  %		(1.84) %	to		(1.84) %
2013		141	$	18.99	to	$	18.99	$	2,704		1.02 %		0.85 %	to	0.85  %		15.51  %	to		15.51  %
2012		163	$	16.44	to	$	16.44	$	2,709		0.54 %		0.85 %	to	0.85  %		9.24  %	to		9.24  %
FEDERATED MANAGED VOLATILITY FUND II
2016		29	$	21.34	to	$	21.34	$	642		4.84 %		0.85 %	to	0.85  %		6.78  %	to		6.78  %
2015		33	$	19.98	to	$	19.98	$	681		4.30 %		0.85 %	to	0.85  %		(8.34) %	to		(8.34) %
2014		34	$	21.80	to	$	21.80	$	769		3.25 %		0.85 %	to	0.85  %		3.02  %	to		3.02  %
2013		38	$	21.16	to	$	21.16	$	828		2.90 %		0.85 %	to	0.85  %		20.71  %	to		20.71  %
2012		41	$	17.53	to	$	17.53	$	713		2.91 %		0.85 %	to	0.85  %		12.59  %	to		12.59  %
FRANKLIN SMALL CAP VALUE VIP FUND (Effective date 05/01/2006)
2016		329	$	19.07	to	$	11.89	$	5,970		0.78 %		0.49 %	to	0.85  %		29.09  %	to		29.55  %
2015		243	$	14.78	to	$	9.18	$	3,537		0.65 %		0.49 %	to	0.85  %		(8.17) %	to		(7.84) %
2014		273	$	16.09	to	$	9.96	$	4,423		0.60 %		0.49 %	to	0.85  %		(0.31) %	to		(0.40) %
2013		352	$	16.13	to	$	16.38	$	5,784		1.12 %		0.65 %	to	0.85  %		35.09  %	to		35.37  %
2012		239	$	11.94	to	$	12.10	$	2,882		0.76 %		0.65 %	to	0.85  %		17.40  %	to		17.59  %
GOLDMAN SACHS VIT MULTI-STRATEGY ALTERNATIVES PORTFOLIO (Effective date 04/29/2016)
2016		2	$	10.15	to	$	10.15	$	24		0.41 %		0.69 %	to	0.69  %		1.48  %	to		1.48  %

(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

FINANCIAL HIGHLIGHTS	At December 31									For the year or period ended December 31
	Units     (000s)		Unit Fair Value					Net Assets   (000s)		Investment   Income Ratio		Expense Ratio lowest to highest				Total Return
			(a)			(b)										(a)			(b)
INVESTMENT DIVISIONS
GREAT-WEST ARIEL MID CAP VALUE FUND (Effective date 05/01/2015)
2016		1	$	9.94	to	$	9.94	$	9		0.60 %		0.69 %	to	0.69  %		12.28  %	to		12.28  %
GREAT-WEST LOOMIS SAYLES BOND FUND (Effective date 04/29/2016)
2016		30	$	10.38	to	$	10.40	$	309		1.64 %		0.49 %	to	0.85  %		3.76  %	to		4.01  %
GREAT-WEST SECUREFOUNDATION® BALANCED FUND (Effective date 05/29/2014)
2016		12,321	$	10.86	to	$	10.96	$	134,403		2.12 %		0.49 %	to	0.85  %		7.81  %	to		8.19  %
2015		7,901	$	10.07	to	$	10.13	$	79,792		2.25 %		0.49 %	to	0.85  %		(1.51) %	to		(1.15) %
2014		2,214	$	10.23	to	$	10.25	$	22,657		2.50 %		0.49 %	to	0.85  %		2.30  %	to		2.50  %
INVESCO V.I. COMSTOCK FUND
2016		294	$	20.30	to	$	11.47	$	5,684		1.48 %		0.49 %	to	0.85  %		16.31  %	to		16.73  %
2015		354	$	17.46	to	$	9.82	$	5,865		1.87 %		0.49 %	to	0.85  %		(6.78) %	to		(6.45) %
2014		441	$	18.73	to	$	10.50	$	7,981		1.34 %		0.49 %	to	0.85  %		8.52  %	to		5.00  %
2013		354	$	17.26	to	$	17.57	$	6,190		1.87 %		0.65 %	to	0.85  %		34.84  %	to		35.15  %
2012		261	$	12.80	to	$	13.00	$	3,388		1.90 %		0.65 %	to	0.85  %		18.19  %	to		18.40  %
INVESCO V.I. CORE EQUITY FUND
2016		121	$	31.14	to	$	31.14	$	3,817		0.76 %		0.85 %	to	0.85  %		9.33  %	to		9.33  %
2015		138	$	28.48	to	$	28.48	$	3,967		1.13 %		0.85 %	to	0.85  %		(6.57) %	to		(6.57) %
2014		145	$	30.48	to	$	30.48	$	4,479		0.85 %		0.85 %	to	0.85  %		7.21  %	to		7.21  %
2013		162	$	28.43	to	$	28.43	$	4,647		1.36 %		0.85 %	to	0.85  %		28.18  %	to		28.18  %
2012		184	$	22.18	to	$	22.18	$	4,119		0.97 %		0.85 %	to	0.85  %		12.88  %	to		12.88  %
INVESCO V.I. GROWTH & INCOME FUND
2016		527	$	21.97	to	$	12.18	$	11,307		1.11 %		0.49 %	to	0.85  %		18.69  %	to		19.12  %
2015		588	$	18.51	to	$	10.22	$	10,786		2.86 %		0.49 %	to	0.85  %		(3.88) %	to		(3.54) %
2014		634	$	19.26	to	$	10.60	$	12,394		1.79 %		0.49 %	to	0.85  %		9.37  %	to		6.00  %
2013		742	$	17.61	to	$	17.92	$	13,250		1.53 %		0.65 %	to	0.85  %		32.91  %	to		33.23  %
2012		670	$	13.25	to	$	13.45	$	9,017		1.50 %		0.65 %	to	0.85  %		13.73  %	to		13.89  %
INVESCO V.I. HIGH YIELD FUND
2016		185	$	24.07	to	$	10.40	$	3,728		4.34 %		0.49 %	to	0.85  %		10.28  %	to		10.67  %
2015		195	$	21.83	to	$	9.40	$	3,651		5.60 %		0.49 %	to	0.85  %		(3.99) %	to		(3.64) %
2014		158	$	22.74	to	$	9.75	$	3,385		4.67 %		0.49 %	to	0.85  %		0.89  %	to		(2.50) %
2013		130	$	22.54	to	$	19.90	$	2,922		4.92 %		0.65 %	to	0.85  %		6.10  %	to		6.36  %
2012		142	$	21.24	to	$	18.71	$	2,995		5.10 %		0.65 %	to	0.85  %		16.13  %	to		16.36  %
INVESCO V.I. INTERNATIONAL GROWTH FUND (Effective date 05/01/2006)
2016		903	$	13.31	to	$	9.23	$	11,540		1.36 %		0.49 %	to	0.85  %		(1.30) %	to		(0.94) %
2015		977	$	13.49	to	$	9.32	$	12,808		1.50 %		0.49 %	to	0.85  %		(3.17) %	to		(2.82) %
2014		898	$	13.93	to	$	9.59	$	12,441		1.59 %		0.49 %	to	0.85  %		(0.50) %	to		(4.10) %
2013		942	$	14.00	to	$	14.22	$	13,361		1.20 %		0.65 %	to	0.85  %		18.04  %	to		18.30  %
2012		837	$	11.86	to	$	12.02	$	10,023		1.50 %		0.65 %	to	0.85  %		14.48  %	to		14.80  %
INVESCO V.I. MID CAP CORE EQUITY FUND (Effective date 05/01/2009)
2016		109	$	20.42	to	$	10.78	$	2,196		0.08 %		0.49 %	to	0.85  %		12.48  %	to		12.89  %
2015		129	$	18.15	to	$	9.55	$	2,300		0.33 %		0.49 %	to	0.85  %		(4.84) %	to		(4.50) %
2014		149	$	19.08	to	$	19.30	$	2,865		0.04 %		0.65 %	to	0.85  %		3.58  %	to		3.76  %
2013		144	$	18.42	to	$	18.60	$	2,669		0.79 %		0.65 %	to	0.85  %		27.74  %	to		28.01  %
2012		109	$	14.42	to	$	14.53	$	1,578		0.06 %		0.65 %	to	0.85  %		9.99  %	to		10.24  %

(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

FINANCIAL HIGHLIGHTS	At December 31									For the year or period ended December 31
	Units     (000s)		Unit Fair Value					Net Assets   (000s)		Investment   Income Ratio		Expense Ratio lowest to highest				Total Return
			(a)			(b)										(a)			(b)
INVESTMENT DIVISIONS
INVESCO V.I. SMALL CAP EQUITY FUND (Effective date 05/01/2009)
2016		149	$	24.89	to	$	11.05	$	2,862		0.00 %		0.49 %	to	0.85 %		11.12  %	to		11.51  %
2015		129	$	22.40	to	$	9.91	$	2,478		0.00 %		0.49 %	to	0.85 %		(6.32) %	to		(5.98) %
2014		100	$	23.91	to	$	10.54	$	2,385		0.00 %		0.49 %	to	0.85 %		1.49  %	to		5.40  %
2013		104	$	23.56	to	$	23.78	$	2,458		0.01 %		0.65 %	to	0.85 %		36.34  %	to		36.59  %
2012		66	$	17.28	to	$	17.41	$	1,148		0.00 %		0.65 %	to	0.85 %		12.94  %	to		13.13  %
INVESCO V.I. TECHNOLOGY FUND
2016		367	$	22.74	to	$	11.19	$	2,394		0.00 %		0.49 %	to	0.85 %		(1.59) %	to		(1.24) %
2015		429	$	23.11	to	$	11.33	$	2,987		0.00 %		0.49 %	to	0.85 %		5.91  %	to		6.29  %
2014		408	$	21.82	to	$	10.66	$	2,361		0.00 %		0.49 %	to	0.85 %		10.09  %	to		6.60  %
2013		380	$	19.82	to	$	9.16	$	1,654		0.00 %		0.65 %	to	0.85 %		24.11  %	to		24.29  %
2012		492	$	15.97	to	$	7.37	$	1,696		0.00 %		0.65 %	to	0.85 %		10.29  %	to		10.66  %
IVY VIP INTERNATIONAL CORE EQUITY (Effective date 05/01/2015)
2016		31	$	9.00	to	$	9.06	$	284		1.37 %		0.49 %	to	0.85 %		0.23  %	to		0.59  %
2015		14	$	8.99	to	$	9.00	$	129		0.00 %		0.49 %	to	0.69 %		(10.08) %	to		(9.96) %
JANUS ASPEN BALANCED PORTFOLIO INSTITUTIONAL SHARES
2016		844	$	24.94	to	$	10.85	$	13,001		2.28 %		0.49 %	to	0.85 %		3.72  %	to		4.10  %
2015		709	$	24.05	to	$	10.42	$	11,741		1.95 %		0.49 %	to	0.85 %		(0.23) %	to		0.12  %
2014		377	$	24.11	to	$	10.41	$	8,548		1.69 %		0.49 %	to	0.85 %		7.63  %	to		4.10  %
2013		404	$	22.05	to	$	22.52	$	9,064		2.24 %		0.65 %	to	0.85 %		19.09  %	to		19.34  %
2012		463	$	18.51	to	$	18.87	$	8,715		2.79 %		0.65 %	to	0.85 %		12.66  %	to		12.86  %
JANUS ASPEN BALANCED PORTFOLIO SERVICE SHARES (Effective date 05/01/2007)
2016		4,739	$	17.17	to	$	10.73	$	71,902		1.94 %		0.65 %	to	0.85 %		3.45  %	to		3.65  %
2015		4,591	$	16.60	to	$	10.36	$	70,239		1.62 %		0.65 %	to	0.85 %		(0.44) %	to		(0.24) %
2014		4,357	$	16.67	to	$	10.38	$	72,208		1.54 %		0.65 %	to	0.85 %		7.27  %	to		3.80  %
2013		3,611	$	15.54	to	$	15.75	$	57,602		2.06 %		0.65 %	to	0.85 %		18.81  %	to		19.05  %
2012		2,979	$	13.08	to	$	13.23	$	39,676		2.58 %		0.65 %	to	0.85 %		12.37  %	to		12.69  %
JANUS ASPEN FLEXIBLE BOND PORTFOLIO INSTITUTIONAL SHARES
2016		1,322	$	22.12	to	$	10.23	$	20,570		2.91 %		0.49 %	to	0.85 %		1.60  %	to		1.96  %
2015		1,059	$	21.77	to	$	10.04	$	18,126		2.38 %		0.49 %	to	0.85 %		(0.63) %	to		(0.27) %
2014		800	$	21.91	to	$	10.06	$	16,367		3.38 %		0.49 %	to	0.85 %		4.04  %	to		0.60  %
2013		830	$	16.04	to	$	20.04	$	17,036		4.04 %		0.65 %	to	0.85 %		(0.99) %	to		(0.79) %
2012		956	$	16.20	to	$	20.20	$	20,266		3.74 %		0.65 %	to	0.85 %		7.43  %	to		7.62  %
JANUS ASPEN FLEXIBLE BOND PORTFOLIO SERVICE SHARES (Effective date 05/01/2007)
2016		3,225	$	15.22	to	$	10.13	$	49,221		2.42 %		0.65 %	to	0.85 %		1.36  %	to		1.56  %
2015		3,177	$	15.02	to	$	9.97	$	47,506		1.89 %		0.65 %	to	0.85 %		(0.91) %	to		(0.71) %
2014		3,570	$	15.15	to	$	10.04	$	54,600		3.23 %		0.65 %	to	0.85 %		3.77  %	to		0.40  %
2013		2,632	$	14.60	to	$	14.79	$	38,911		3.63 %		0.65 %	to	0.85 %		(1.15) %	to		(1.00) %
2012		3,009	$	14.77	to	$	14.94	$	44,907		3.48 %		0.65 %	to	0.85 %		7.18  %	to		7.40  %
JANUS ASPEN GLOBAL RESEARCH PORTFOLIO
2016		356	$	24.87	to	$	10.19	$	7,264		1.09 %		0.49 %	to	0.85 %		1.20  %	to		1.58  %
2015		401	$	24.58	to	$	10.03	$	8,191		0.67 %		0.49 %	to	0.85 %		(3.11) %	to		(2.77) %
2014		412	$	25.37	to	$	10.32	$	8,946		1.09 %		0.49 %	to	0.85 %		6.55  %	to		3.20  %
2013		344	$	23.81	to	$	12.21	$	7,763		1.21 %		0.65 %	to	0.85 %		27.33  %	to		27.59  %
2012		385	$	18.70	to	$	9.57	$	6,800		0.85 %		0.65 %	to	0.85 %		19.11  %	to		19.33  %

(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

FINANCIAL HIGHLIGHTS	At December 31									For the year or period ended December 31
	Units   (000s)		Unit Fair Value					Net Assets (000s)		Investment   Income Ratio		Expense Ratio lowest to highest				Total Return
			(a)			(b)										(a)			(b)
INVESTMENT DIVISIONS
JANUS ASPEN GLOBAL TECHNOLOGY PORTFOLIO INSTITUTIONAL SHARES (Effective date 05/29/2014)
2016		11	$	12.71	to	$	12.78	$	144		0.19 %		0.49 %	to	0.69  %		13.42  %	to		13.65  %
2015		28	$	11.21	to	$	11.24	$	315		0.56 %		0.49 %	to	0.69  %		4.13  %	to		4.33  %
JANUS ASPEN GLOBAL TECHNOLOGY PORTFOLIO SERVICE SHARES (Effective date 05/01/2014)
2016		122	$	13.02	to	$	12.64	$	1,595		0.06 %		0.65 %	to	0.85  %		12.89  %	to		13.12  %
2015		86	$	11.53	to	$	11.18	$	993		0.53 %		0.65 %	to	0.85  %		3.76  %	to		3.97  %
2014		18	$	11.11	to	$	11.13	$	201		0.00 %		0.65 %	to	0.85  %		11.10  %	to		11.30  %
JANUS ASPEN JANUS PORTFOLIO
2016		221	$	29.75	to	$	29.75	$	6,640		0.54 %		0.85 %	to	0.85  %		(0.35) %	to		(0.35) %
2015		251	$	29.86	to	$	29.86	$	7,565		0.63 %		0.85 %	to	0.85 %		4.45  %	to		4.45  %
2014		270	$	28.58	to	$	28.58	$	7,776		0.36 %		0.85 %	to	0.85 %		12.03  %	to		12.03  %
2013		312	$	25.51	to	$	25.51	$	8,015		0.79 %		0.85 %	to	0.85 %		29.23  %	to		29.23  %
2012		352	$	19.74	to	$	19.74	$	6,953		0.55 %		0.85 %	to	0.85 %		17.57  %	to		17.57  %
JANUS ASPEN OVERSEAS PORTFOLIO INSTITUTIONAL SHARES
2016		158	$	20.31	to	$	20.31	$	3,240		4.67 %		0.85 %	to	0.85  %		(7.24) %	to		(7.24) %
2015		183	$	21.89	to	$	21.89	$	4,066		0.59 %		0.85 %	to	0.85 %		(9.36) %	to		(9.36) %
2014		207	$	24.15	to	$	24.15	$	5,011		5.85 %		0.85 %	to	0.85 %		(12.63) %	to		(12.63) %
2013		231	$	27.64	to	$	27.64	$	6,409		3.16 %		0.85 %	to	0.85 %		13.60  %	to		13.60  %
2012		278	$	24.33	to	$	24.33	$	6,784		0.69 %		0.85 %	to	0.85 %		12.48  %	to		12.48  %
JANUS ASPEN OVERSEAS PORTFOLIO SERVICE SHARES (Effective date 05/01/2007)
2016		186	$	7.72	to	$	7.72	$	1,486		4.76 %		0.85 %	to	0.85  %		(7.49) %	to		(7.49) %
2015		212	$	8.34	to	$	8.34	$	1,795		0.51 %		0.85 %	to	0.85 %		(9.57) %	to		(9.57) %
2014		227	$	9.22	to	$	9.22	$	2,112		5.75 %		0.85 %	to	0.85 %		(12.85) %	to		(12.85) %
2013		263	$	10.58	to	$	10.58	$	2,791		2.92 %		0.85 %	to	0.85 %		13.28  %	to		13.28  %
2012		364	$	9.34	to	$	9.34	$	3,406		0.60 %		0.85 %	to	0.85 %		12.26  %	to		12.26  %
JPMORGAN INSURANCE TRUST SMALL CAP CORE PORTFOLIO
2016		92	$	33.56	to	$	12.26	$	2,054		0.54 %		0.49 %	to	0.85  %		19.20  %	to		19.63  %
2015		85	$	28.16	to	$	10.25	$	1,651		0.13 %		0.49 %	to	0.85  %		(6.08) %	to		(5.75) %
2014		50	$	29.98	to	$	10.88	$	1,213		0.12 %		0.49 %	to	0.85  %		8.66  %	to		8.80  %
2013		39	$	27.59	to	$	23.68	$	944		0.58 %		0.65 %	to	0.85  %		41.05  %	to		41.37  %
2012		44	$	19.56	to	$	16.75	$	756		0.21 %		0.65 %	to	0.85  %		18.76  %	to		18.96  %
LAZARD RETIREMENT EMERGING MARKETS EQUITY PORTFOLIO (Effective date 05/01/2009)
2016		994	$	15.40	to	$	8.53	$	14,013		1.09 %		0.49 %	to	0.85  %		19.75  %	to		20.20  %
2015		950	$	12.86	to	$	7.10	$	11,429		1.07 %		0.49 %	to	0.85  %		(20.73) %	to		(20.45) %
2014		983	$	16.23	to	$	8.92	$	15,683		1.70 %		0.49 %	to	0.85  %		(5.42) %	to		(10.80) %
2013		892	$	17.16	to	$	17.32	$	15,450		1.43 %		0.65 %	to	0.85  %		(2.11) %	to		(1.87) %
2012		862	$	17.53	to	$	17.65	$	15,227		1.76 %		0.65 %	to	0.85  %		21.06  %	to		21.22  %
LVIP BARON GROWTH OPPORTUNITIES FUND
2016		600	$	36.08	to	$	10.66	$	18,515		0.50 %		0.49 %	to	0.85  %		4.68  %	to		5.05  %
2015		692	$	34.47	to	$	10.15	$	20,247		0.00 %		0.49 %	to	0.85  %		(5.58) %	to		(5.23) %
2014		670	$	36.50	to	$	10.70	$	22,761		0.17 %		0.65 %	to	0.85  %		3.96  %	to		7.00  %
2013		782	$	35.11	to	$	31.16	$	25,781		0.43 %		0.65 %	to	0.85  %		38.88  %	to		39.17  %
2012		728	$	25.28	to	$	22.39	$	17,236		1.16 %		0.65 %	to	0.85  %		17.25  %	to		17.47  %

(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

FINANCIAL HIGHLIGHTS	At December 31									For the year or period ended December 31
	Units   (000s)		Unit Fair Value					Net Assets (000s)		Investment   Income Ratio		Expense Ratio lowest to highest				Total Return
			(a)			(b)										(a)			(b)
INVESTMENT DIVISIONS
MFS VIT II INTERNATIONAL VALUE PORTFOLIO (Effective date 05/01/2009)
2016		1,515	$	21.80	to	$	10.54	$	27,521		1.16 %		0.49 %	to	0.85  %		2.97  %	to		3.33  %
2015		1,391	$	21.17	to	$	10.20	$	25,542		1.85 %		0.49 %	to	0.85  %		5.42  %	to		5.80  %
2014		1,063	$	20.08	to	$	9.64	$	20,597		1.79 %		0.49 %	to	0.85  %		0.25  %	to		(3.60) %
2013		885	$	20.03	to	$	20.22	$	17,878		1.39 %		0.65 %	to	0.85  %		26.53  %	to		26.85  %
2012		732	$	15.83	to	$	15.94	$	11,646		1.39 %		0.65 %	to	0.85  %		14.96  %	to		15.17  %
MFS VIT UTILITIES SERIES
2016		444	$	13.75	to	$	9.44	$	6,055		4.04 %		0.49 %	to	0.85  %		10.30  %	to		10.69  %
2015		447	$	12.47	to	$	8.52	$	5,537		3.37 %		0.49 %	to	0.85  %		(15.48) %	to		(15.18) %
2014		614	$	14.75	to	$	10.05	$	9,097		2.02 %		0.49 %	to	0.85  %		11.49  %	to		0.50  %
2013		449	$	13.23	to	$	13.38	$	6,000		2.10 %		0.65 %	to	0.85  %		19.19  %	to		19.46  %
2012		492	$	11.10	to	$	11.20	$	5,493		6.74 %		0.65 %	to	0.85  %		12.23  %	to		12.45  %
NEUBERGER BERMAN AMT MID CAP INTRINSIC VALUE PORTFOLIO (Effective date 05/01/2006)
2016		54	$	17.06	to	$	11.35	$	874		0.23 %		0.49 %	to	0.85  %		15.01  %	to		15.42  %
2015		56	$	14.83	to	$	9.84	$	790		0.50 %		0.49 %	to	0.85  %		(9.30) %	to		(8.97) %
2014		22	$	16.35	to	$	16.64	$	396		0.83 %		0.65 %	to	0.85  %		12.60  %	to		12.81  %
2013		14	$	14.52	to	$	14.75	$	233		0.82 %		0.65 %	to	0.85  %		35.57  %	to		35.82  %
2012		18	$	10.71	to	$	10.86	$	220		0.37 %		0.65 %	to	0.85  %		14.30  %	to		14.68  %
NEUBERGER BERMAN AMT SOCIALLY RESPONSIVE PORTFOLIO (Effective date 05/01/2015)
2016		66	$	10.56	to	$	10.56	$	696		0.63 %		0.49 %	to	0.49  %		9.10  %	to		9.10  %
2015		5	$	9.68	to	$	9.68	$	52		0.00 %		0.49 %	to	0.49  %		(3.22) %	to		(3.22) %
NVIT MID CAP INDEX FUND
2016		698	$	34.55	to	$	12.20	$	20,033		1.21 %		0.49 %	to	0.85  %		19.00  %	to		19.43  %
2015		558	$	29.04	to	$	10.21	$	14,540		0.85 %		0.49 %	to	0.85  %		(3.60) %	to		(3.25) %
2014		541	$	30.12	to	$	10.56	$	15,363		0.88 %		0.49 %	to	0.85  %		8.27  %	to		5.60  %
2013		499	$	27.45	to	$	28.03	$	14,036		0.98 %		0.65 %	to	0.85  %		31.65  %	to		31.91  %
2012		479	$	20.85	to	$	21.25	$	10,251		0.90 %		0.65 %	to	0.85  %		16.29  %	to		16.57  %
OPPENHEIMER GLOBAL FUND/VA
2016		1,026	$	28.84	to	$	10.19	$	25,013		1.06 %		0.49 %	to	0.85  %		(0.76) %	to		(0.41) %
2015		1,244	$	29.06	to	$	10.23	$	30,284		1.32 %		0.49 %	to	0.85  %		3.06  %	to		3.44  %
2014		1,192	$	28.20	to	$	9.89	$	29,837		1.11 %		0.49 %	to	0.85  %		1.44  %	to		(1.10) %
2013		1,205	$	27.80	to	$	22.84	$	30,043		1.37 %		0.65 %	to	0.85  %		26.24  %	to		26.47  %
2012		1,248	$	22.02	to	$	18.06	$	24,678		2.15 %		0.65 %	to	0.85  %		20.20  %	to		20.48  %
OPPENHEIMER INTERNATIONAL GROWTH FUND/VA
2016		771	$	19.44	to	$	9.03	$	12,849		1.12 %		0.49 %	to	0.85  %		(2.95) %	to		(2.59) %
2015		804	$	20.03	to	$	9.27	$	14,410		1.13 %		0.49 %	to	0.85  %		2.56  %	to		2.92  %
2014		715	$	19.53	to	$	9.01	$	13,541		1.17 %		0.49 %	to	0.85  %		(8.01) %	to		(9.90) %
2013		674	$	21.23	to	$	21.60	$	14,517		1.34 %		0.65 %	to	0.85  %		24.81  %	to		25.00  %
2012		601	$	17.01	to	$	17.28	$	10,346		1.49 %		0.65 %	to	0.85  %		21.15  %	to		21.43  %
OPPENHEIMER MAIN STREET SMALL CAP FUND/VA (Effective date 05/01/2014)
2016		108	$	12.07	to	$	12.04	$	1,298		0.43 %		0.49 %	to	0.85  %		17.06  %	to		17.47  %
2015		162	$	10.31	to	$	10.25	$	1,669		0.73 %		0.49 %	to	0.85  %		(6.70) %	to		(6.36) %
2014		21	$	11.05	to	$	10.93	$	230		0.00 %		0.65 %	to	0.85  %		10.50  %	to		9.30  %

(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

FINANCIAL HIGHLIGHTS	At December 31									For the year or period ended December 31
	Units   (000s)		Unit Fair Value					Net Assets (000s)		Investment   Income Ratio		Expense Ratio lowest to highest				Total Return
			(a)			(b)										(a)			(b)
INVESTMENT DIVISIONS
PIMCO VIT COMMODITY REALRETURN STRATEGY PORTFOLIO (Effective date 05/01/2014)
2016		152	$	6.23	to	$	6.29	$	949		1.27 %		0.49 %	to	0.85  %		14.19  %	to		14.58  %
2015		69	$	5.45	to	$	5.49	$	376		3.35 %		0.49 %	to	0.85  %		(26.34) %	to		(26.06) %
2014		34	$	7.39	to	$	7.42	$	254		0.28 %		0.49 %	to	0.85  %		(26.10) %	to		(25.80) %
PIMCO VIT HIGH YIELD PORTFOLIO
2016		1,414	$	21.90	to	$	10.86	$	30,946		5.22 %		0.49 %	to	0.85  %		11.50  %	to		11.92  %
2015		1,250	$	19.64	to	$	9.70	$	25,838		5.24 %		0.49 %	to	0.85  %		(2.47) %	to		(2.13) %
2014		1,632	$	20.14	to	$	9.91	$	36,792		5.25 %		0.49 %	to	0.85  %		2.49  %	to		(0.90) %
2013		1,638	$	19.25	to	$	24.53	$	36,378		5.45 %		0.65 %	to	0.85  %		4.85  %	to		5.05  %
2012		1,895	$	18.36	to	$	23.35	$	39,754		5.77 %		0.65 %	to	0.85  %		13.33  %	to		13.57  %
PIMCO VIT LOW DURATION PORTFOLIO
2016		5,614	$	13.34	to	$	10.01	$	73,774		1.49 %		0.49 %	to	0.85  %		0.55  %	to		0.92  %
2015		5,585	$	13.26	to	$	9.92	$	73,894		3.42 %		0.49 %	to	0.85  %		(0.54) %	to		(0.18) %
2014		5,881	$	13.33	to	$	9.94	$	79,347		1.12 %		0.49 %	to	0.85  %		(0.07) %	to		(0.60) %
2013		5,957	$	13.28	to	$	13.56	$	80,668		1.45 %		0.65 %	to	0.85  %		(0.97) %	to		(0.80) %
2012		5,758	$	13.41	to	$	13.67	$	78,783		1.90 %		0.65 %	to	0.85  %		4.93  %	to		5.15  %
PIMCO VIT REAL RETURN PORTFOLIO (Effective date 05/29/2014)
2016		89	$	9.99	to	$	9.81	$	875		2.01 %		0.49 %	to	0.85  %		(0.10) %	to		4.69  %
2015		85	$	9.34	to	$	9.37	$	791		6.39 %		0.49 %	to	0.69  %		(3.37) %	to		(3.18) %
2014		27	$	9.66	to	$	9.68	$	258		0.03 %		0.49 %	to	0.69  %		(3.40) %	to		(3.20)  %
PIMCO VIT TOTAL RETURN PORTFOLIO
2016		6,632	$	16.01	to	$	10.30	$	100,615		2.08 %		0.49 %	to	0.85  %		1.81  %	to		2.18  %
2015		6,795	$	15.73	to	$	10.08	$	104,032		4.96 %		0.49 %	to	0.85  %		(0.40) %	to		(0.04) %
2014		6,953	$	15.79	to	$	10.08	$	110,569		2.12 %		0.49 %	to	0.85  %		3.41  %	to		0.80  %
2013		8,360	$	15.27	to	$	15.53	$	129,646		2.19 %		0.65 %	to	0.85  %		(2.80) %	to		(2.63) %
2012		9,438	$	15.71	to	$	15.95	$	150,432		2.57 %		0.65 %	to	0.85  %		8.72  %	to		8.87  %
PIONEER EMERGING MARKETS VCT PORTFOLIO (Effective date 05/01/2008)
2016		26	$	5.41	to	$	5.50	$	141		0.20 %		0.65 %	to	0.85  %		5.09  %	to		5.30  %
2015		32	$	5.15	to	$	5.23	$	166		3.79 %		0.65 %	to	0.85  %		(16.28) %	to		(16.11) %
2014		34	$	6.15	to	$	6.23	$	211		0.20 %		0.65 %	to	0.85  %		(13.50) %	to		(13.35) %
2013		58	$	7.11	to	$	7.19	$	416		0.88 %		0.65 %	to	0.85  %		(3.00) %	to		(2.84) %
2012		104	$	7.33	to	$	7.40	$	771		0.21 %		0.65 %	to	0.85  %		10.73  %	to		10.94  %
PIONEER FUND VCT PORTFOLIO
2016		137	$	23.53	to	$	18.14	$	3,030		1.32 %		0.65 %	to	0.85  %		8.89  %	to		9.11  %
2015		156	$	21.61	to	$	16.63	$	3,115		1.08 %		0.65 %	to	0.85  %		(0.91) %	to		(0.70) %
2014		178	$	21.80	to	$	16.75	$	3,594		1.19 %		0.65 %	to	0.85  %		10.10  %	to		10.34  %
2013		213	$	19.80	to	$	15.18	$	3,921		1.25 %		0.65 %	to	0.85  %		32.09  %	to		32.46  %
2012		242	$	14.99	to	$	11.46	$	3,281		1.51 %		0.65 %	to	0.85  %		9.34  %	to		9.46  %
PIONEER MID CAP VALUE VCT PORTFOLIO
2016		113	$	17.41	to	$	11.52	$	1,941		0.46 %		0.49 %	to	0.85  %		15.25  %	to		15.66  %
2015		155	$	15.11	to	$	9.96	$	2,339		0.55 %		0.49 %	to	0.85  %		(7.15) %	to		(6.81) %
2014		219	$	16.27	to	$	16.56	$	3,618		0.72 %		0.65 %	to	0.85  %		13.86  %	to		14.05  %
2013		166	$	14.29	to	$	14.52	$	2,413		0.72 %		0.65 %	to	0.85  %		31.58  %	to		31.88  %
2012		164	$	10.86	to	$	11.01	$	1,812		0.82 %		0.65 %	to	0.85  %		9.92  %	to		10.10  %

(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

FINANCIAL HIGHLIGHTS	At December 31									For the year or period ended December 31
	Units   (000s)		Unit Fair Value					Net Assets (000s)		Investment Income Ratio		Expense Ratio lowest to highest				Total Return
			(a)			(b)										(a)			(b)
INVESTMENT DIVISIONS
PIONEER SELECT MID CAP GROWTH VCT PORTFOLIO (Effective date 05/01/2006)
2016		207	$	25.18	to	$	11.09	$	4,691		0.00 %		0.49 %	to	0.85  %		2.86  %	to		3.23  %
2015		215	$	24.48	to	$	10.74	$	4,752		0.00 %		0.49 %	to	0.85  %		0.77  %	to		1.13  %
2014		235	$	24.29	to	$	10.62	$	5,149		0.00 %		0.49 %	to	0.85  %		8.49  %	to		6.20  %
2013		273	$	22.39	to	$	14.96	$	5,542		0.00 %		0.65 %	to	0.85  %		41.26  %	to		41.53  %
2012		261	$	15.85	to	$	10.57	$	3,810		0.00 %		0.65 %	to	0.85  %		6.16  %	to		6.34  %
PRUDENTIAL SERIES FUND EQUITY PORTFOLIO
2016		67	$	22.68	to	$	10.93	$	1,436		0.00 %		0.49 %	to	0.85  %		2.48  %	to		2.84  %
2015		80	$	22.13	to	$	22.43	$	1,653		0.00 %		0.65 %	to	0.85  %		1.11  %	to		1.31  %
2014		95	$	21.89	to	$	22.14	$	1,945		0.00 %		0.65 %	to	0.85  %		6.37  %	to		6.60  %
2013		112	$	16.39	to	$	20.77	$	2,161		0.00 %		0.65 %	to	0.85  %		31.84  %	to		32.12  %
2012		104	$	12.43	to	$	15.72	$	1,532		0.22 %		0.65 %	to	0.85  %		12.29  %	to		12.45  %
PRUDENTIAL SERIES FUND NATURAL RESOURCES PORTFOLIO (Effective date 05/01/2009)
2016		94	$	10.57	to	$	6.36	$	953		0.00 %		0.49 %	to	0.85  %		23.77  %	to		24.20  %
2015		108	$	8.54	to	$	5.12	$	880		0.00 %		0.49 %	to	0.85  %		(29.45) %	to		(29.19) %
2014		122	$	12.10	to	$	7.23	$	1,461		0.00 %		0.49 %	to	0.85  %		(20.50) %	to		(27.70) %
2013		148	$	15.22	to	$	15.36	$	2,278		0.00 %		0.65 %	to	0.85  %		8.79  %	to		9.01  %
2012		166	$	13.99	to	$	14.09	$	2,344		0.00 %		0.65 %	to	0.85  %		(3.72) %	to		(3.56) %
PUTNAM VT AMERICAN GOVERNMENT INCOME FUND (Effective date 04/30/2010)
2016		1,134	$	10.93	to	$	9.94	$	12,072		1.99 %		0.49 %	to	0.85  %		(0.65) %	to		(0.28) %
2015		1,136	$	11.00	to	$	9.97	$	12,191		2.06 %		0.49 %	to	0.85  %		(1.49) %	to		(1.14) %
2014		805	$	11.17	to	$	10.08	$	9,038		2.86 %		0.49 %	to	0.85  %		3.43  %	to		0.80  %
2013		224	$	10.80	to	$	10.88	$	2,430		1.37 %		0.65 %	to	0.85  %		(1.37) %	to		(1.09) %
2012		267	$	10.95	to	$	11.00	$	2,928		2.34 %		0.65 %	to	0.85  %		1.01  %	to		1.20  %
PUTNAM VT EQUITY INCOME FUND (Effective date 04/30/2010)
2016		641	$	20.15	to	$	11.60	$	12,018		1.79 %		0.49 %	to	0.85  %		12.69  %	to		13.09  %
2015		722	$	17.88	to	$	10.26	$	11,921		1.60 %		0.49 %	to	0.85  %		(3.86) %	to		(3.51) %
2014		640	$	18.60	to	$	10.62	$	11,710		1.54 %		0.65 %	to	0.85  %		11.71  %	to		6.20  %
2013		484	$	16.65	to	$	16.77	$	8,128		1.64 %		0.65 %	to	0.85  %		31.31  %	to		31.53  %
2012		324	$	12.68	to	$	12.75	$	4,188		2.24 %		0.65 %	to	0.85  %		18.28  %	to		18.60  %
PUTNAM VT GLOBAL ASSET ALLOCATION FUND (Effective date 04/29/2016)
2016		14	$	10.61	to	$	10.61	$	150		0.00 %		0.65 %	to	0.65  %		6.11  %	to		6.11  %
PUTNAM VT GLOBAL HEALTH CARE FUND (Effective date 05/02/2011)
2016		326	$	17.36	to	$	11.19	$	5,686		0.00 %		0.49 %	to	0.85  %		(12.10) %	to		(11.79) %
2015		603	$	19.75	to	$	12.68	$	11,723		0.00 %		0.49 %	to	0.85  %		6.87  %	to		7.27  %
2014		718	$	18.48	to	$	11.81	$	13,244		0.23 %		0.65 %	to	0.85  %		26.58  %	to		18.10  %
2013		627	$	14.60	to	$	14.68	$	9,174		0.85 %		0.65 %	to	0.85  %		40.52  %	to		40.75  %
2012		358	$	10.39	to	$	10.43	$	3,725		0.93 %		0.65 %	to	0.85  %		21.24  %	to		21.56  %
PUTNAM VT INCOME FUND (Effective date 05/01/2015)
2016		69	$	9.75	to	$	9.81	$	679		3.00 %		0.49 %	to	0.85  %		1.40  %	to		1.76  %
2015		30	$	9.62	to	$	9.64		288		0.00 %		0.49 %	to	0.85  %		(3.80) %	to		(3.57) %
PUTNAM VT INTERNATIONAL EQUITY FUND (Effective date 04/29/2016)
2016		27	$	9.96	to	$	9.98	$	271		0.00 %		0.49 %	to	0.69  %		(0.38) %	to		(0.25) %

(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

FINANCIAL HIGHLIGHTS	At December 31									For the year or period ended December 31
	Units     (000s)		Unit Fair Value					Net Assets (000s)		Investment Income Ratio		Expense Ratio lowest to highest				Total Return
			(a)			(b)										(a)			(b)
INVESTMENT DIVISIONS
PUTNAM VT INTERNATIONAL VALUE FUND (Effective date 05/01/2015)
2016		48	$	8.96	to	$	8.99	$	428		2.08 %		0.49 %	to	0.69  %		0.59  %	to		0.80  %
2015		18	$	8.91	to	$	8.92	$	163		0.00 %		0.49 %	to	0.69  %		(10.88) %	to		(10.76) %
PUTNAM VT INVESTORS FUND (Effective date 05/01/2014)
2016		62	$	11.98	to	$	11.80	$	737		1.56 %		0.49 %	to	0.85  %		11.40  %	to		11.80  %
2015		72	$	10.76	to	$	10.53	$	771		1.52 %		0.65 %	to	0.85  %		(2.79) %	to		(2.59) %
2014		56	$	11.06	to	$	10.81	$	614		0.00 %		0.65 %	to	0.85  %		10.60  %	to		8.10  %
PUTNAM VT SMALL CAP VALUE FUND (Effective date 05/01/2015)
2016		1	$	11.80	to	$	11.84	$	18		1.39 %		0.65 %	to	0.85  %		26.71  %	to		26.96  %
ROYCE CAPITAL FUND - SMALL-CAP PORTFOLIO (Effective date 05/01/2009)
2016		166	$	23.58	to	$	11.00	$	3,933		1.53 %		0.49 %	to	0.85  %		19.52  %	to		19.95  %
2015		218	$	19.73	to	$	9.17	$	4,265		0.33 %		0.49 %	to	0.85  %		(12.71) %	to		(12.40) %
2014		286	$	22.61	to	$	10.47	$	6,460		0.00 %		0.49 %	to	0.85  %		2.08  %	to		4.70  %
2013		419	$	22.15	to	$	22.36	$	9,349		1.12 %		0.65 %	to	0.85  %		33.27  %	to		33.57  %
2012		393	$	16.62	to	$	16.74	$	6,560		0.03 %		0.65 %	to	0.85  %		11.32  %	to		11.53  %
SCHWAB GOVERNMENT MONEY MARKET PORTFOLIO
2016		8,256	$	12.81	to	$	9.88	$	93,377		0.01 %		0.49 %	to	0.85  %		(0.83) %	to		(0.47) %
2015		8,804	$	12.92	to	$	9.92	$	100,169		0.01 %		0.49 %	to	0.85  %		(0.84) %	to		(0.48) %
2014		8,660	$	13.03	to	$	9.97	$	99,172		0.01 %		0.49 %	to	0.85  %		(0.84) %	to		(0.30) %
2013		7,650	$	13.14	to	$	11.14	$	89,931		0.01 %		0.65 %	to	0.85  %		(0.83) %	to		(0.62) %
2012		8,208	$	13.25	to	$	11.21	$	97,088		0.01 %		0.65 %	to	0.85  %		(0.82) %	to		(0.62) %
SCHWAB MARKETTRACK GROWTH PORTFOLIO
2016		1,121	$	30.20	to	$	20.21	$	26,301		1.66 %		0.65 %	to	0.85  %		8.07  %	to		8.29  %
2015		1,354	$	27.94	to	$	18.66	$	28,867		1.55 %		0.65 %	to	0.85  %		(1.77) %	to		(1.57) %
2014		1,479	$	28.45	to	$	18.96	$	31,770		1.31 %		0.65 %	to	0.85  %		4.60  %	to		4.75  %
2013		1,495	$	27.20	to	$	18.10	$	30,797		1.72 %		0.65 %	to	0.85  %		22.52  %	to		22.80  %
2012		1,600	$	22.20	to	$	14.74	$	27,047		2.46 %		0.65 %	to	0.85  %		12.46  %	to		12.69  %
SCHWAB S&P 500 INDEX PORTFOLIO
2016		12,396	$	37.09	to	$	12.09	$	267,910		1.78 %		0.49 %	to	0.85  %		10.74  %	to		11.13  %
2015		11,353	$	33.49	to	$	10.88	$	232,387		1.54 %		0.49 %	to	0.85  %		0.31  %	to		0.68  %
2014		9,689	$	33.39	to	$	10.80	$	217,712		1.45 %		0.49 %	to	0.85  %		12.46  %	to		8.00  %
2013		8,780	$	29.69	to	$	17.11	$	183,023		1.65 %		0.65 %	to	0.85  %		30.97  %	to		31.21  %
2012		8,124	$	22.67	to	$	13.04	$	131,761		1.68 %		0.65 %	to	0.85  %		14.73  %	to		14.99  %
SCHWAB VIT BALANCED PORTFOLIO (Effective date 04/29/2016)
2016		18	$	10.20	to	$	10.20	$	182		0.00 %		0.49 %	to	0.49  %		1.99  %	to		1.99  %
SCHWAB VIT BALANCED WITH GROWTH PORTFOLIO (Effective date 04/29/2016)
2016		248	$	10.33	to	$	10.35	$	2,560		0.22 %		0.49 %	to	0.69  %		3.35  %	to		3.48  %
SCHWAB VIT GROWTH PORTFOLIO (Effective date 04/29/2016)
2016		6	$	10.48	to	$	10.50	$	58		0.00 %		0.49 %	to	0.69  %		4.82  %	to		4.96  %

(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

FINANCIAL HIGHLIGHTS	At December 31									For the year or period ended December 31
	Units   (000s)		Unit Fair Value					Net Assets (000s)		Investment   Income Ratio		Expense Ratio lowest to highest				Total Return
			(a)			(b)										(a)			(b)
INVESTMENT DIVISIONS
SENTINEL VARIABLE PRODUCTS BOND FUND (Effective date 05/01/2009)
2016		902	$	12.58	to	$	9.78	$	10,350		1.82 %		0.49 %	to	0.85  %		(0.04) %	to		0.32  %
2015		1,048	$	12.59	to	$	9.75	$	12,354		3.07 %		0.49 %	to	0.85  %		(2.12) %	to		(1.76) %
2014		925	$	12.86	to	$	9.92	$	11,780		4.80 %		0.49 %	to	0.85  %		3.13  %	to		(0.80) %
2013		270	$	12.47	to	$	12.59	$	3,396		3.57 %		0.65 %	to	0.85  %		(1.19) %	to		(0.94) %
2012		259	$	12.62	to	$	12.71	$	3,287		3.58 %		0.65 %	to	0.85  %		5.61  %	to		5.83  %
SENTINEL VARIABLE PRODUCTS COMMON STOCK FUND (Effective date 05/01/2009)
2016		363	$	26.22	to	$	11.82	$	8,846		1.67 %		0.49 %	to	0.85  %		10.32  %	to		10.71  %
2015		385	$	23.77	to	$	10.67	$	8,574		2.67 %		0.49 %	to	0.85  %		(0.66) %	to		(0.30) %
2014		405	$	23.93	to	$	10.71	$	9,610		1.59 %		0.49 %	to	0.85  %		9.42  %	to		7.10  %
2013		471	$	21.87	to	$	22.08	$	10,376		1.74 %		0.65 %	to	0.85  %		30.65  %	to		30.88  %
2012		387	$	16.74	to	$	16.87	$	6,535		2.02 %		0.65 %	to	0.85  %		14.11  %	to		14.37  %
SENTINEL VARIABLE PRODUCTS SMALL COMPANY FUND (Effective date 05/01/2009)
2016		183	$	28.79	to	$	12.40	$	4,378		0.08 %		0.49 %	to	0.85  %		19.21  %	to		19.64  %
2015		160	$	24.15	to	$	10.36	$	3,310		0.00 %		0.49 %	to	0.85  %		(2.17) %	to		(1.82) %
2014		120	$	24.69	to	$	10.54	$	2,782		0.48 %		0.65 %	to	0.85  %		5.78  %	to		5.40  %
2013		105	$	23.34	to	$	23.56	$	2,465		0.17 %		0.65 %	to	0.85  %		33.60  %	to		33.86  %
2012		74	$	17.47	to	$	17.60	$	1,295		0.40 %		0.65 %	to	0.85  %		10.50  %	to		10.69  %
T. ROWE PRICE HEALTH SCIENCES PORTFOLIO (Effective date 05/29/2014)
2016		22	$	12.19	to	$	12.26	$	272		0.00 %		0.49 %	to	0.69  %		(11.10) %	to		(10.92) %
2015		37	$	13.72	to	$	13.76	$	514		0.00 %		0.49 %	to	0.69  %		11.99  %	to		12.21  %
2014		5	$	12.25	to	$	12.26	$	67		0.00 %		0.49 %	to	0.69  %		22.50  %	to		22.60  %
T. ROWE PRICE HEALTH SCIENCES PORTFOLIO CLASS II (Effective date 05/01/2014)
2016		141	$	12.06	to	$	12.12	$	1,762		0.00 %		0.65 %	to	0.85  %		(11.47) %	to		(11.30) %
2015		318	$	14.07	to	$	13.67	$	4,468		0.00 %		0.65 %	to	0.85  %		11.51  %	to		11.74  %
2014		252	$	12.62	to	$	12.23	$	3,163		0.00 %		0.65 %	to	0.85  %		26.20  %	to		22.30  %
TEMPLETON FOREIGN VIP FUND (Effective date 04/30/2010)
2016		648	$	11.88	to	$	8.55	$	7,223		1.96 %		0.49 %	to	0.85  %		6.27  %	to		6.66  %
2015		626	$	11.18	to	$	8.02	$	6,687		3.20 %		0.49 %	to	0.85  %		(7.28) %	to		(6.95) %
2014		586	$	12.06	to	$	8.62	$	6,973		1.79 %		0.49 %	to	0.85  %		(11.84) %	to		(13.80) %
2013		457	$	13.68	to	$	13.78	$	6,297		2.24 %		0.65 %	to	0.85  %		21.93  %	to		22.16  %
2012		410	$	11.22	to	$	11.28	$	4,643		2.98 %		0.65 %	to	0.85  %		17.24  %	to		17.50  %
TEMPLETON GLOBAL BOND VIP FUND (Effective date 05/01/2014)
2016		667	$	9.71	to	$	9.63	$	6,521		0.00 %		0.49 %	to	0.85  %		2.07  %	to		2.44  %
2015		780	$	9.52	to	$	9.40	$	7,426		7.55 %		0.49 %	to	0.85  %		(5.12) %	to		(4.77) %
2014		505	$	10.03	to	$	9.87	$	5,061		0.78 %		0.49 %	to	0.85  %		0.30  %	to		(1.30) %
THIRD AVENUE VALUE PORTFOLIO (Effective date 05/01/2006)
2016		173	$	10.72	to	$	10.95	$	1,896		0.79 %		0.65 %	to	0.85  %		11.28  %	to		11.50  %
2015		265	$	9.63	to	$	9.82	$	2,605		3.33 %		0.65 %	to	0.85  %		(9.66) %	to		(9.49) %
2014		301	$	10.66	to	$	10.85	$	3,268		2.96 %		0.65 %	to	0.85  %		3.50  %	to		3.73  %
2013		418	$	10.30	to	$	10.46	$	4,365		3.28 %		0.65 %	to	0.85  %		17.98  %	to		18.19  %
2012		493	$	8.73	to	$	8.85	$	4,343		0.87 %		0.65 %	to	0.85  %		26.16  %	to		26.61  %

(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

FINANCIAL HIGHLIGHTS	At December 31									For the year or period ended December 31
	Units   (000s)		Unit Fair Value					Net Assets (000s)		Investment   Income Ratio		Expense Ratio lowest to highest				Total Return
			(a)			(b)										(a)			(b)
INVESTMENT DIVISIONS
TOUCHSTONE VST FOCUSED FUND (Effective date 05/01/2009)
2016		140	$	28.14	to	$	12.46	$	3,558		0.00 %		0.49 %	to	0.85  %		12.16  %	to		12.56  %
2015		140	$	25.09	to	$	11.07	$	3,344		0.00 %		0.49 %	to	0.85  %		1.11  %	to		1.47  %
2014		124	$	24.81	to	$	10.91	$	3,066		0.00 %		0.49 %	to	0.85  %		12.11  %	to		9.10  %
2013		132	$	22.13	to	$	22.33	$	2,943		0.00 %		0.65 %	to	0.85  %		33.72  %	to		33.95  %
2012		122	$	16.55	to	$	16.67	$	2,028		0.00 %		0.65 %	to	0.85  %		18.89  %	to		19.16  %
UNIVERSAL INSTITUTIONAL FUNDS U.S. REAL ESTATE PORTFOLIO
2016		157	$	49.41	to	$	49.41	$	7,919		1.40 %		0.85 %	to	0.85  %		5.91  %	to		5.91  %
2015		170	$	46.65	to	$	46.65	$	7,999		1.33 %		0.85 %	to	0.85  %		1.31  %	to		1.31  %
2014		173	$	46.05	to	$	46.05	$	8,039		1.50 %		0.85 %	to	0.85  %		28.63  %	to		28.63  %
2013		184	$	35.80	to	$	35.80	$	6,642		1.12 %		0.85 %	to	0.85  %		1.19  %	to		1.19  %
2012		249	$	35.38	to	$	35.38	$	8,837		0.89 %		0.85 %	to	0.85  %		14.87  %	to		14.87  %
VAN ECK VIP GLOBAL HARD ASSETS FUND (Effective date 05/01/2009)
2016		308	$	11.90	to	$	7.10	$	3,354		0.38 %		0.49 %	to	0.85  %		42.20  %	to		42.70  %
2015		319	$	8.37	to	$	4.97	$	2,572		0.03 %		0.49 %	to	0.85  %		(34.19) %	to		(33.94) %
2014		301	$	12.72	to	$	7.53	$	3,823		0.00 %		0.49 %	to	0.85  %		(20.00) %	to		(24.70) %
2013		305	$	15.90	to	$	16.05	$	4,897		0.53 %		0.65 %	to	0.85  %		9.35  %	to		9.56  %
2012		321	$	14.54	to	$	14.65	$	4,697		0.65 %		0.65 %	to	0.85  %		2.25  %	to		2.45  %
VAN ECK VIP UNCONSTRAINED EMERGING MARKETS BOND FUND (Effective date 05/01/2009)
2016		534	$	10.68	to	$	8.56	$	5,647		0.00 %		0.49 %	to	0.85  %		5.52  %	to		5.90  %
2015		666	$	10.12	to	$	8.08	$	6,743		6.86 %		0.49 %	to	0.85  %		(13.82) %	to		(13.51) %
2014		816	$	11.74	to	$	9.34	$	9,664		4.86 %		0.49 %	to	0.85  %		1.29  %	to		(6.60) %
2013		814	$	11.59	to	$	11.70	$	9,524		2.28 %		0.65 %	to	0.85  %		(9.95) %	to		(9.72) %
2012		919	$	12.87	to	$	12.96	$	11,924		2.17 %		0.65 %	to	0.85  %		4.72  %	to		4.85  %
VANGUARD VIF CAPITAL GROWTH PORTFOLIO (Effective date 05/29/2014)
2016		209	$	12.34	to	$	12.41	$	2,590		1.04 %		0.49 %	to	0.69  %		10.08  %	to		10.30  %
2015		143	$	11.21	to	$	11.25	$	1,608		0.55 %		0.49 %	to	0.69  %		1.92  %	to		2.12  %
2014		27	$	11.00	to	$	11.01	$	292		0.00 %		0.49 %	to	0.69  %		10.00  %	to		10.10  %
VANGUARD VIF DIVERSIFIED VALUE PORTFOLIO (Effective date 05/29/2014)
2016		166	$	11.25	to	$	11.31	$	1,878		2.02 %		0.49 %	to	0.69  %		12.18  %	to		12.41  %
2015		66	$	10.03	to	$	10.06	$	666		1.67 %		0.49 %	to	0.69  %		(3.12) %	to		(2.93) %
2014		15	$	10.35	to	$	10.37	$	159		0.00 %		0.49 %	to	0.69  %		3.50  %	to		3.70  %
VANGUARD VIF MID-CAP INDEX PORTFOLIO (Effective date 05/29/2014)
2016		270	$	11.68	to	$	11.74	$	3,164		1.01 %		0.49 %	to	0.69  %		10.35  %	to		10.58  %
2015		134	$	10.58	to	$	10.62	$	1,425		0.76 %		0.49 %	to	0.69  %		(2.11) %	to		(1.92) %
2014		35	$	10.81	to	$	10.82	$	380		0.00 %		0.49 %	to	0.69  %		8.10  %	to		8.20  %
VANGUARD VIF REIT INDEX PORTFOLIO (Effective date 05/29/2014)
2016		208	$	12.24	to	$	12.30	$	2,551		2.09 %		0.49 %	to	0.69  %		7.62  %	to		7.83  %
2015		118	$	11.37	to	$	11.41	$	1,341		1.47 %		0.49 %	to	0.69  %		1.52  %	to		1.73  %
2014		40	$	11.20	to	$	11.21	$	450		0.00 %		0.49 %	to	0.69  %		12.00  %	to		12.10  %
VANGUARD VIF SMALL COMPANY GROWTH PORTFOLIO (Effective date 05/29/2014)
2016		101	$	11.91	to	$	11.97	$	1,207		0.26 %		0.49 %	to	0.69  %		14.14  %	to		14.38  %
2015		60	$	10.44	to	$	10.47	$	624		0.13 %		0.49 %	to	0.69  %		(3.42) %	to		(3.23) %
2014		10	$	10.81	to	$	10.82	$	111		0.00 %		0.49 %	to	0.69  %		8.10  %	to		8.20  %

(Continued)

VARIABLE ANNUITY-1 SERIES ACCOUNT OF

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

FINANCIAL HIGHLIGHTS	At December 31									For the year or period ended December 31
	Units     (000s)		Unit Fair Value					Net Assets     (000s)		Investment     Income Ratio		Expense Ratio     lowest to highest				Total Return
			(a)			(b)										(a)			(b)
INVESTMENT DIVISIONS
WELLS FARGO ADVANTAGE VT DISCOVERY FUND
2016		240	$	34.34	to	$	11.14	$	5,202		0.00 %		0.65 %	to	0.85 %		6.74  %	to		6.95  %
2015		324	$	32.17	to	$	10.44	$	6,637		0.00 %		0.49 %	to	0.85 %		(2.30)  %	to		(1.94)  %
2014		295	$	32.93	to	$	10.64	$	6,555		0.00 %		0.65 %	to	0.85 %		(0.48)  %	to		6.40  %
2013		347	$	33.09	to	$	20.52	$	7,943		0.01 %		0.65 %	to	0.85 %		42.57  %	to		42.80  %
2012		311	$	23.21	to	$	14.37	$	4,950		0.00 %		0.65 %	to	0.85 %		16.75  %	to		17.02  %
WELLS FARGO ADVANTAGE VT OMEGA GROWTH FUND (Effective date 05/01/2014)
2016		59	$	10.84	to	$	10.53	$	630		0.00 %		0.65 %	to	0.85 %		(0.33)  %	to		(0.13)  %
2015		77	$	10.88	to	$	10.54	$	827		0.00 %		0.65 %	to	0.85 %		0.49  %	to		0.69  %
2014		25	$	10.82	to	$	10.47	$	266		0.00 %		0.65 %	to	0.85 %		8.20  %	to		4.70  %
WELLS FARGO ADVANTAGE VT OPPORTUNITY FUND
2016		239	$	29.81	to	$	11.31	$	5,714		1.96 %		0.65 %	to	0.85 %		11.28  %	to		11.50  %
2015		282	$	26.78	to	$	10.14	$	6,036		0.13 %		0.65 %	to	0.85 %		(3.90)  %	to		(3.71)  %
2014		328	$	27.87	to	$	23.05	$	7,365		0.06 %		0.65 %	to	0.85 %		9.47  %	to		9.71  %
2013		318	$	16.34	to	$	21.01	$	6,586		0.20 %		0.65 %	to	0.85 %		29.58  %	to		29.77  %
2012		333	$	12.61	to	$	16.19	$	5,336		0.10 %		0.65 %	to	0.85 %		14.53  %	to		14.82  %

(a) The amounts in these columns are associated with the highest Expense Ratio.

(b) The amounts in these columns are associated with the lowest Expense Ratio.

(Concluded)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Contract Owners of

Variable Annuity-1 Series Account

and the Board of Directors of

Great-West Life & Annuity Insurance Company

We have audited the accompanying statements of assets and liabilities of each of the investment divisions of the Variable Annuity-1 Series Account of Great-West Life & Annuity Insurance Company (the “Series Account”) as listed in Appendix A as of December 31, 2016, and the related statements of operations, the statements of changes in net assets, and the financial highlights in Note 4 for each of the periods presented. These financial statements and financial highlights are the responsibility of the Series Account’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Series Account is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Series Account’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2016, by correspondence with the mutual fund companies; where 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.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the investment divisions of the Variable Annuity-1 Series Account of Great-West Life & Annuity Insurance Company as listed in Appendix A as of December 31, 2016, the results of their operations, the changes in their net assets, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Denver, Colorado

April 7, 2017

VARIABLE ANNUITY-1 SERIES ACCOUNT OF GREAT-WEST LIFE &

ANNUITY INSURANCE COMPANY

APPENDIX A (Concluded)

AB VPS GROWTH AND INCOME PORTFOLIO

AB VPS GROWTH PORTFOLIO

AB VPS INTERNATIONAL GROWTH PORTFOLIO

AB VPS INTERNATIONAL VALUE PORTFOLIO

AB VPS REAL ESTATE INVESTMENT PORTFOLIO

AB VPS SMALL/MID CAP VALUE PORTFOLIO

ALGER BALANCED PORTFOLIO

ALGER CAPITAL APPRECIATION PORTFOLIO

ALGER LARGE CAP GROWTH PORTFOLIO

ALGER MID CAP GROWTH PORTFOLIO

ALPS RED ROCKS LISTED PRIVATE EQUITY PORTFOLIO

AMERICAN CENTURY INVESTMENTS VP BALANCED FUND

AMERICAN CENTURY INVESTMENTS VP INCOME & GROWTH FUND

AMERICAN CENTURY INVESTMENTS VP INTERNATIONAL FUND

AMERICAN CENTURY INVESTMENTS VP MID CAP VALUE FUND

AMERICAN CENTURY INVESTMENTS VP VALUE FUND

AMERICAN FUNDS IS GLOBAL GROWTH FUND

AMERICAN FUNDS IS NEW WORLD FUND

BLACKROCK GLOBAL ALLOCATION VI FUND

CLEARBRIDGE VARIABLE MID CAP PORTFOLIO

CLEARBRIDGE VARIABLE SMALL CAP GROWTH PORTFOLIO

COLUMBIA VARIABLE PORTFOLIO - LARGE CAP GROWTH FUND

COLUMBIA VARIABLE PORTFOLIO - LARGE CAP GROWTH FUND II

COLUMBIA VARIABLE PORTFOLIO - SELIGMAN GLOBAL TECHNOLOGY FUND

COLUMBIA VARIABLE PORTFOLIO - SMALL CAP VALUE FUND

DELAWARE VIP EMERGING MARKETS SERIES

DELAWARE VIP SMALL CAP VALUE SERIES

DELAWARE VIP SMID CAP GROWTH SERIES

DEUTSCHE CAPITAL GROWTH VIP

DEUTSCHE CORE EQUITY VIP

DEUTSCHE GLOBAL SMALL CAP VIP

DEUTSCHE LARGE CAP VALUE VIP

VARIABLE ANNUITY-1 SERIES ACCOUNT OF GREAT-WEST LIFE &

ANNUITY INSURANCE COMPANY

APPENDIX A (Continued)

DEUTSCHE SMALL CAP INDEX VIP

DEUTSCHE SMALL MID CAP GROWTH VIP

DEUTSCHE SMALL MID CAP VALUE VIP

DIMENTIONAL VA US TARGETED VALUE PORTFOLIO

DREYFUS IP MIDCAP STOCK PORTFOLIO

DREYFUS VIF APPRECIATION PORTFOLIO

DREYFUS VIF GROWTH AND INCOME PORTFOLIO

DREYFUS VIF OPPORTUNISTIC SMALL CAP PORTFOLIO

FEDERATED FUND FOR US GOVERNMENT SECURITIES II

FEDERATED MANAGED TAIL RISK FUND II

FEDERATED MANAGED VOLATILITY FUND II

FRANKLIN SMALL CAP VALUE VIP FUND

GOLDMAN SACHS VIT MULTI-STRATEGY ALTERNATIVES PORTFOLIO

GREAT-WEST ARIEL MID CAP VALUE FUND

GREAT-WEST LOOMIS SAYLES BOND FUND

GREAT-WEST SECUREFOUNDATION^® BALANCED FUND

INVESCO V.I. COMSTOCK FUND

INVESCO V.I. CORE EQUITY FUND

INVESCO V.I. GROWTH & INCOME FUND

INVESCO V.I. HIGH YIELD FUND

INVESCO V.I. INTERNATIONAL GROWTH FUND

INVESCO V.I. MID CAP CORE EQUITY FUND

INVESCO V.I. SMALL CAP EQUITY FUND

INVESCO V.I. TECHNOLOGY FUND

IVY FUNDS VIP INTERNATIONAL CORE EQUITY

JANUS ASPEN BALANCED PORTFOLIO INSTITUTIONAL SHARES

JANUS ASPEN BALANCED PORTFOLIO SERVICE SHARES

JANUS ASPEN FLEXIBLE BOND PORTFOLIO INSTITUTIONAL SHARES

JANUS ASPEN FLEXIBLE BOND PORTFOLIO SERVICE SHARES

JANUS ASPEN GLOBAL RESEARCH PORTFOLIO

JANUS ASPEN GLOBAL TECHNOLOGY PORTFOLIO INSTITUTIONAL SHARES

JANUS ASPEN GLOBAL TECHNOLOGY PORTFOLIO SERVICE SHARES

VARIABLE ANNUITY-1 SERIES ACCOUNT OF GREAT-WEST LIFE &

ANNUITY INSURANCE COMPANY

APPENDIX A (Continued)

JANUS ASPEN JANUS PORTFOLIO

JANUS ASPEN OVERSEAS PORTFOLIO INSTITUTIONAL SHARES

JANUS ASPEN OVERSEAS PORTFOLIO SERVICE SHARES

JPMORGAN INSURANCE TRUST SMALL CAP CORE PORTFOLIO

LAZARD RETIREMENT EMERGING MARKETS EQUITY PORTFOLIO

LVIP BARON GROWTH OPPORTUNITIES FUND

MFS VIT II INTERNATIONAL VALUE PORTFOLIO

MFS VIT UTILITIES SERIES

NEUBERGER BERMAN AMT MID CAP INTRINSIC VALUE PORTFOLIO

NEUBERGER BERMAN AMT SOCIALLY RESPONSIVE PORTFOLIO

NVIT MID CAP INDEX FUND

OPPENHEIMER GLOBAL FUND/VA

OPPENHIEMER INTERNATIONAL GROWTH FUND/VA

OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

PIMCO VIT COMMODITY REALRETURN STRATEGY PORTFOLIO

PIMCO VIT HIGH YIELD PORTFOLIO

PIMCO VIT LOW DURATION PORTFOLIO

PIMCO VIT REAL RETURN PORTFOLIO

PIMCO VIT TOTAL RETURN PORTFOLIO

PIONEER EMERGING MARKETS VCT PORTFOLIO

PIONEER FUND VCT PORTFOLIO

PIONEER MID CAP VALUE VCT PORTFOLIO

PIONEER SELECT MID CAP GROWTH VCT PORTFOLIO

PRUDENTIAL SERIES FUND EQUITY PORTFOLIO

PRUDENTIAL SERIES FUND NATURAL RESOURCES PORTFOLIO

PUTNAM VT AMERICAN GOVERNMENT INCOME FUND

PUTNAM VT EQUITY INCOME FUND

PUTNAM VT GLOBAL ASSET ALLOCATION FUND

PUTNAM VT GLOBAL HEALTH CARE FUND

PUTNAM VT INCOME FUND

PUTNAM VT INTERNATIONAL EQUITY FUND

PUTNAM VT INTERNATIONAL VALUE FUND

VARIABLE ANNUITY-1 SERIES ACCOUNT OF GREAT-WEST LIFE &

ANNUITY INSURANCE COMPANY

APPENDIX A (Concluded)

PUTNAM VT INVESTORS FUND

PUTNAM VT SMALL CAP VALUE FUND

ROYCE CAPITAL FUND - SMALL-CAP PORTFOLIO

SCHWAB GOVERNMENT MONEY MARKET PORTFOLIO

SCHWAB MARKETTRACK GROWTH PORTFOLIO

SCHWAB S&P 500 INDEX PORTFOLIO

SCHWAB VIT BALANCED PORTFOLIO

SCHWAB VIT BALANCED WITH GROWTH PORTFOLIO

SCHWAB VIT GROWTH PORTFOLIO

SENTINEL VARIABLE PRODUCTS BOND FUND

SENTINEL VARIABLE PRODUCTS COMMON STOCK FUND

SENTINEL VARIABLE PRODUCTS SMALL COMPANY FUND

T. ROWE PRICE HEALTH SCIENCES PORTFOLIO

T. ROWE PRICE HEALTH SCIENCES PORTFOLIO CLASS II

TEMPLETON FOREIGN VIP FUND

TEMPLETON GLOBAL BOND VIP FUND

THIRD AVENUE VALUE PORTFOLIO

TOUCHSTONE VST FOCUSED FUND

UNIVERSAL INSTITUTIONAL FUNDS U.S. REAL ESTATE PORTFOLIO

VAN ECK VIP GLOBAL HARD ASSETS FUND

VAN ECK VIP UNCONSTRAINED EMERGING MARKETS BOND FUND

VANGUARD VIF CAPITAL GROWTH PORTFOLIO

VANGUARD VIF DIVERSIFIED VALUE PORTFOLIO

VANGUARD VIF MID-CAP INDEX PORTFOLIO

VANGUARD VIF REIT INDEX PORTFOLIO

VANGUARD VIF SMALL COMPANY GROWTH PORTFOLIO

WELLS FARGO ADVANTAGE VT DISCOVERY FUND

WELLS FARGO ADVANTAGE VT OMEGA GROWTH FUND

WELLS FARGO ADVANTAGE VT OPPORTUNITY FUND

WELLS FARGO ADVANTAGE VT SMALL CAP VALUE FUND

PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements

The consolidated balance sheets of Great-West Life & Annuity Insurance Company (“GWL&A”) and subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of income, stockholder’s equity and cash flows for each of the three years in the period ended December 31, 2016, and the statements of assets and liabilities of each of the investment divisions which comprise Variable Annuity-1 Series Account of GWL&A (the “Series Account”) as of December 31, 2016, and the related statements of operations and changes in net assets, and the financial highlights for each of the periods presented, are filed herewith.

(b) Exhibits

(1) Certified copy of resolution of Board of Directors of Depositor authorizing the establishment of Registrant is incorporated by reference to the Registrant’s initial Registration Statement on Form N-4 filed on February 22, 1996 (File No. 333-01153).

(2) Not applicable.

(3) (a) Underwriting agreement between Depositor and GWFS Equities, Inc. (formerly, BenefitsCorp Equities, Inc.) is incorporated by reference to Post Effective Amendment No. 8 to Registration Statement on Form N-4, filed on April 21, 2003, (File No. 333-52956).

(b) Selling Agreement between Depositor and GWFS Equities, Inc. and Charles Schwab & Company, Inc. is incorporated by reference to Registrant’s Post-Effective Amendment No. 3 to the Registration Statement on Form N-4 filed on April 20, 2015 (File No. 333-194043).

(4) (a) Form of the variable annuity contract is incorporated by reference to Registrant’s initial Registration Statement on Form N-4, filed on February 20, 2014 (File No. 333-194043).

(b) Form of Guaranteed Lifetime Withdrawal Benefit Rider is incorporated by reference to Registrant’s initial Registration Statement on Form N-4, filed on February 20, 2014 (File No. 333-194043).

(c) Form of Individual Retirement Annuity Endorsement is incorporated by reference to Registrant’s initial Registration Statement on Form N-4, filed on February 20, 2014 (File No. 333-194043).

(d) Form of Roth Individual Retirement Endorsement is incorporated by reference to Registrant’s initial Registration Statement on Form N-4, filed on February 20, 2014 (File No. 333-194043).

(e) Form of variable annuity contract amendment is incorporated by reference to Registrant’s Post-Effective Amendment No. 2 to the Registration Statement, filed on December 19, 2014 (File No. 333-194043).

(f) Form of Guaranteed Lifetime Withdrawal Benefit Rider V2 is incorporated by reference to Registrant’s Post-Effective Amendment No. 5 to the Registration Statement on Form N-4 filed on February 10, 2017 (File No. 333-194043).

(5) (a) Form of application is incorporated by reference to Registrant’s initial Registration Statement on Form N-4, filed on February 20, 2014 (File No. 333-194043).

(6) (a) Amended and Restated Articles of Incorporation of Depositor are incorporated by reference to Registrant’s Post-Effective Amendment No. 3 to the Registration Statement on Form N-4 filed on April 20, 2015 (File No. 333-194043).

(b) Bylaws of Depositor are incorporated by reference to Registrant’s Post-Effective Amendment No. 3 to the Registration Statement on Form N-4 filed on April 20, 2015 (File No. 333-194043).

(7) Not applicable.

(8) (a) Participation Agreement with AIM Variable Insurance Fund is incorporated by reference to Post Effective Amendment No. 19 on Form N-4 filed on April 25, 2008 (File No. 333-52956).

(b) Participation Agreement with Alger American Fund is incorporated by reference to Pre-Effective Amendment No. 2 to Registration Statement on Form N-4, filed October 30, 1996 (File No. 811-07549); amendments to Participation Agreement with Alger American Fund are incorporated by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-4, filed April 24, 2001 (File No. 333-52956); Post-Effective Amendment No. 8 to Registrant’s Registration Statement on Form N-4, filed

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April 12, 2002 (File No. 333-01153); Post-Effective Amendment No. 10 to Registration Statement on Form N-4, filed May 29, 2003 (File No. 333-52956); and Pre-Effective Amendment No. 1 to the Registration Statement filed by Variable Annuity-2 Series Account on Form N-4, filed December 30, 2011 (File No. 333-176926).

(c) Participation Agreement with AllianceBernstein Variable Products Series Fund, Inc. (formerly Alliance Variable Products Series Fund, Inc.), is incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement on Form N-4, filed April 24, 2001 (File No. 333-52956); Amendments to Participation Agreement with AllianceBernstein Variable Products Series Fund are incorporated by reference to Post-Effective Amendment No. 10 to Registration Statement on Form N-4, filed May 29, 2003 (File No. 333-52956); Post-Effective Amendment No. 16 on Form N-4 filed on April 29, 2005 (File No. 333-52956); Amendment to Participation Agreement with AllianceBernstein Variable Products Series Fund, Inc is incorporated by reference to Post-Effective Amendment No. 20 to the Registration Statement on Form N-4, filed April 17, 2009 (File No. 333-52956).

(d) Participation Agreement with ALPS Variable Investment Trust and amendment to Participation Agreement with ALPS Variable Investment Trust are incorporated by reference to Registrant’s Post-Effective Amendment No. 5 to the Registration Statement on Form N-4 filed on February 10, 2017 (File No. 333-194043).

(e) Participation Agreement with American Century Variable Portfolios, Inc. (formerly TCI Portfolios Inc.) is incorporated by reference to Pre-Effective Amendment No. 2 to Registration Statement on Form N-4, filed October 30, 1996 (File No. 811-07549); Amendments to Participation Agreement with American Century Variable Portfolios are incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement on Form N-4, filed April 24, 2001 (File No. 333-52956); Post-Effective Amendment No. 8 to Registrant’s Registration Statement on Form N-4, filed April 12, 2002 (File No. 333-01153); Post-Effective Amendment No. 10 to Registration Statement on Form N-4, filed May 29, 2003 (File No. 333-52956).

(f) Participation Agreement with Blackrock Variable Series Funds, Inc. is incorporated by reference to Registrant’s Post-Effective Amendment No. 3 to the Registration Statement on Form N-4 filed on April 20, 2015 (File No. 333-194043).

(g) Participation Agreement with Columbia Funds Variable Insurance Trust is incorporated by reference to Post-Effective Amendment No. 21 to the Registration Statement on Form N-4, filed April 16, 2010 (File No. 333-52956). Participation Agreement with Columbia Funds Variable Insurance Trust I is incorporated by reference to Post-Effective Amendment No. 21 to the Registration Statement on Form N-4, filed April 16, 2010 (File No. 333-52956).

(h) Participation Agreement with Delaware Group Premium Fund (now known as Delaware VIP Trust) is incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement on Form N-4, filed April 24, 2001 (File No. 333-52956); Amendments to Participation Agreement with Delaware VIP Trust are incorporated by reference to Post-Effective Amendment No. 10 to Registration Statement on Form N-4, filed May 29, 2003 (File No. 333-52956); Post-Effective Amendment No. 16 on Form N-4 filed on April 29, 2005 (File No. 333-52956); and Pre-Effective Amendment No. 1 to the Registration Statement filed by Variable Annuity-2 Series Account on Form N-4, filed December 30, 2011 (File No. 333-176926).

(i) Participation Agreement with Dreyfus Investment Fund, is incorporated by reference to Post-Effective Amendment No. 9 to Registrant’s Registration Statement on Form N-4, filed April 18, 2003 (File No. 333-01153); Amendments to Participation Agreement with Dreyfus Corporation are incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement on Form N-4, filed April 24, 2001 (File No. 333-52956), and Post-Effective Amendment No. 10 to Registration Statement on Form N-4, filed May 29, 2003 (File No. 333-52956).

(j) Participation Agreement with Scudder Kemper Investments (now known as DWS Investment VIT Series) is incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement on Form N-4, filed April 24, 2001 (File No. 333-52956); Participation Agreement with DWS Variable Series II (formerly Scudder Variable Series II) is incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on Form N-4, filed April 16, 2002 (File No. 333-52956); amendment to Participation Agreement with DWS Variable Series II (formerly Scudder Variable Series II) is incorporated by reference to Post-Effective Amendment No. 16 on Form N-4 filed on April 29, 2005 (File No. 333-52956).

(k) Participation Agreement with Federated Insurance Series is incorporated by reference to Pre-Effective Amendment No. 2 to Registration Statement on Form N-4, filed October 30, 1996 (File No. 811-07549); amendment to Participation Agreement with Federated Insurance Series is incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement on Form N-4, filed April 24, 2001 (File No. 333-52956).

(l) Participation Agreement with Franklin Templeton Insurance Products Trust is incorporated by reference to Pre-Effective Amendment No. 1 on Form N-4 filed on April 14, 2008 (File No. 333-147743); amendment to Participation Agreement with Franklin Templeton Insurance Products Trust is incorporated by reference to Pre-Effective Amendment No. 1 on Form N-4 filed on April 14, 2008 (File No. 333-147743).

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(m) Participation Agreement with Great-West Funds, Inc. is incorporated by reference to Registrant’s Post-Effective Amendment No. 3 to the Registration Statement on Form N-4 filed on April 20, 2015 (File No. 333-194043).

(n) Participation Agreement with Janus Aspen Series is incorporated by reference to Pre-Effective Amendment No. 2 to Registration Statement on Form N-4, filed October 30, 1996 (File No. 811-07549); amendments to Participation Agreement between with Janus Aspen Series are incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement on Form N-4, filed April 24, 2001 (File No. 333-52956); Post-Effective Amendment No. 3 to Registration Statement on Form N-4, filed April 16, 2002 (File No. 333-52956); Post-Effective Amendment No. 10 to Registration Statement on Form N-4, filed May 29, 2003 (File No. 333-52956); and Pre-Effective Amendment No. 1 to the Registration Statement filed by Variable Annuity-2 Series Account on Form N-4, filed December 30, 2011 (File No. 333-176926).

(o) Participation Agreement with J.P. Morgan Series Trust II is incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement on Form N-4, filed April 24, 2001 (File No. 333-52956). Participation Agreement with J.P. Morgan Insurance Trust is incorporated by reference to Post-Effective Amendment No. 21 to the Registration Statement on Form N-4, filed April 16, 2010 (File No. 333-52956).

(p) Participation Agreement with Lazard Retirement Series is incorporated by reference to Post-Effective Amendment No. 21 to the Registration Statement on Form N-4, filed April 16, 2010 (File No. 333-52956). Amendment to Participation Agreement with Lazard Retirement Series is incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement filed by Variable Annuity-2 Series Account on Form N-4, filed December 30, 2011 (File No. 333-176926).

(q) Participation Agreement with Legg Mason Partners Variable Equity Trust, Legg Mason Partners Variable Income Trust, Legg Mason Partners Fund Advisor, LLC and Legg Mason Investor Services, LLC is incorporated by reference to Registrant’s Post-Effective Amendment No. 3 to the Registration Statement on Form N-4 filed on April 20, 2015 (File No. 333-194043).

(r) Participation Agreement with Lincoln Variable Insurance Products Trust (formerly Baron Capital Asset Fund) is incorporated by reference to Registrant’s Post-Effective Amendment No. 9 on Form N-4, filed April 18, 2003 (File No. 333-01153); amendment to Participation Agreement with Baron Capital Trust is incorporated by reference to Post-Effective Amendment No. 10, filed May 29, 2003 (File No. 333-52956).

(s) Amended and Restated Participation Agreement with MFS Variable Insurance Trust and MFS Variable Insurance Trust II is incorporated by reference to Post-Effective Amendment No. 21 to the Registration Statement on Form N-4, filed April 16, 2010 (File No. 333-52956). Amendment to Participation Agreement with MFS Variable Insurance Trust and MFS Variable Insurance Trust II is filed herewith.

(t) Participation Agreement with Nationwide Variable Insurance Trust (formerly Gartmore Variable Insurance Trust) is incorporated by reference to Post-Effective Amendment No. 10 to Registration Statement on Form N-4, filed May 29, 2003 (File No. 333-52956).

(u) Participation Agreement with Neuberger Berman Advisers Management Trust is incorporated by reference to Post-Effective Amendment No. 17 on Form N-4 filed on April 26, 2006 (File No. 333-52956). Amendment to Participation Agreement with Neuberger Berman Advisers Management Trust is incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement filed by Variable Annuity-2 Series Account on Form N-4, filed December 30, 2011 (File No. 333-176926).

(v) Participation Agreement with Oppenheimer Variable Account Funds is incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement on Form N-4, filed April 24, 2001 (File No. 333-52956); Amendment to Participation Agreements with Oppenheimer Variable Account Fund is incorporated by reference to Post-Effective Amendment No. 10 to Registration Statement on Form N-4, filed May 29, 2003 (File No. 333-52956); amendment to Participation Agreement with Oppenheimer is incorporated by reference to Post-Effective Amendment No. 16 on Form N-4 filed on April 29, 2005 (File No. 333-52956).

(w) Participation Agreement with PIMCO Variable Insurance Trust; and amendments to Participation Agreements with PIMCO are incorporated by reference to Post-Effective Amendment No. 10 to Registration Statement on Form N-4, filed May 29, 2003 (File No. 333-52956); amendment to Participation Agreements with PIMCO is incorporated by reference to Post-Effective Amendment No. 16 on Form N-4 filed on April 29, 2005 (File No. 333-52956). Amendment to Participation Agreement with PIMCO is incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement filed by Variable Annuity-2 Series Account on Form N-4, filed December 19, 2011 (File No. 333-176926).

(x) Participation Agreement with Pioneer Fund (formerly, SAFECO Resource Trust) is incorporated by reference to Registrant’s Post-Effective Amendment No. 9 on Form N-4, filed April 18, 2003 (File No. 333-01153). Amendments to Participation Agreement with Pioneer Fund are incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 on Form N-4, filed April 25, 2001 (File No. 333-52956) and Registrant’s Post-Effective Amendment No. 10 on Form N-4, filed May 29, 2003 (File No. 333-52956). Amendment to Participation Agreement with Pioneer Fund (formerly, SAFECO Resource Trust) dated December 2003 is incorporated by reference to Registrant’s Post-Effective Amendment No. 13 on Form N-4, filed March 31, 2004 (File No. 333-01153).

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(y) Participation Agreement with Prudential Series Fund is incorporated by reference to Post-Effective Amendment No. 9 to Registrant’s Registration Statement on Form N-4, filed April 18, 2003 (File No. 333-01153). Amendment to Participation Agreement with Prudential Series Fund is incorporated by reference to Post-Effective Amendment No. 21 to the Registration Statement on Form N-4, filed April 16, 2010 (File No. 333-52956).

(z) Participation Agreement with Putnam Variable Trust and amendment thereto is incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement filed by Variable Annuity-2 Series Account on Form N-4, filed December 30, 2011 (File No. 333-176926).

(aa) Participation Agreement with Royce Capital Fund and Royce & Associates, LLC dated September 30, 2005 is incorporated by reference to Post Effective Amendment No. 14 to the Registration Statement filed by COLI VUL 2 Series Account on Form N-6 on April 30, 2007 (File No. 333-70963).

(bb) Participation Agreement with Schwab Annuity Portfolios is incorporated by reference to Pre-Effective Amendment No. 2 to Registration Statement on Form N-4, filed October 30, 1996 (File No. 811-07549); Amendments to Participation Agreements with Charles Schwab Annuity Portfolios are incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement on Form N-4, filed April 24, 2001 (File No. 333-52956) and Post-Effective Amendment No. 8 to Registrant’s Registration Statement on Form N-4, filed April 12, 2002 (File No. 333-01153); 2016 amendment to Participation Agreement with Schwab Annuity Portfolios is incorporated by reference to Registrant’s Post-Effective Amendment No. 5 to the Registration Statement on Form N-4 filed on February 10, 2017 (File No. 333-194043).

(cc) Participation Agreement with Seligman Portfolios, Inc. is incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement for Variable Annuity Account-1 of Great-West Life & Annuity Insurance Company of New York on Form N-4 filed on April 24, 2008 (File No. 333-147743). Amendment to Participation Agreement with Seligman Portfolios, Inc. is incorporated by reference to Post-Effective Amendment No. 20 to the Registration Statement on Form N-4, filed April 17, 2009 (File No. 333-52956).

(dd) Participation Agreement with Sentinel Variable Products Trust is incorporated by reference to Post-Effective Amendment No. 21 to the Registration Statement on Form N-4, filed April 16, 2010 (File No. 333-52956).

(ee) Participation Agreement with Third Avenue Variable Series Trust is incorporated by reference to Post-Effective Amendment No. 17 on Form N-4 filed on April 26, 2006 (File No. 333-52956).

(ff) Participation Agreement with Touchstone Variable Series Trust is incorporated by reference to Post-Effective Amendment No. 21 to the Registration Statement on Form N-4, filed April 16, 2010 (File No. 333-52956).

(gg) Participation Agreement with Van Eck Worldwide Insurance Trust is incorporated by reference to Pre-Effective Amendment No. 2 to Registration Statement on Form N-4, filed October 30, 1996 (File No. 811-07549). Amendment to Participation Agreement with Van Eck Worldwide Insurance Trust is incorporated by reference to Post-Effective Amendment No. 21 to the Registration Statement on Form N-4, filed April 16, 2010 (File No. 333-52956).

(hh) Participation Agreement with Van Kampen Life Insurance Trust is incorporated by reference to Post-Effective Amendment No. 18 on Form N-4 filed on April 27, 2007 (File No. 333-52956).

(ii) Participation Agreement with Wells Fargo Fund (formerly, Strong Variable Insurance Funds, Inc.) is incorporated by reference to Pre-Effective Amendment No. 2 on Form N-4, filed on October 30, 1996 (File No. 811-07549); Amendment to Participation Agreement with Wells Fargo Fund is incorporated by reference to Pre-Effective Amendment No. 1 on Form N-4, filed April 24, 2001 (File No. 333-52956).

(jj) Form of Rule 22c-2 Shareholder Information Agreement is incorporated by reference to the Post-Effective Amendment No. 18 on Form N-4 to the Registration Statement, filed on April 27, 2007 (File No. 333-52956).

(9) Opinion of counsel and consent is incorporated by reference to the Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement, filed on May 22, 2014 (File No. 333-194043).

(10) (a) Written Consent of Carlton Fields Jorden Burt, P.A. is filed herewith.

(b) Written Consent of Deloitte & Touche LLP is filed herewith.

(11) Not Applicable.

(12) Not Applicable.

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(13) Powers of Attorney for Directors Bernbach, Coutu, A. Desmarais, O. Desmarais, P. Desmarais, Jr., Doer, Fleming, Généreux, Louvel, Mahon, Nickerson, Orr, Rousseau, Royer, Ryan, Jr., Selitto, Tretiak, and Walsh are incorporated by reference to Registrant’s Post-Effective Amendment No. 6 to the Registration Statement on Form N-4 filed on February 10, 2017 (File No. 333-194043).

Item 25. Directors and Officers of the Depositor

Name	Principal Business Address	Positions and Offices with Depositor
R.J. Orr	(4)	Chairman of the Board
R.L. Reynolds	(2)	Director, President, and Chief Executive Officer
J.L. Bernbach	32 East 57th Street, 10th Floor New York, NY 10022	Director
M.R. Coutu	Brookfield Asset Management Inc. 335 - 8th Avenue SW - Suite 1700 Calgary, AB T2P 1C9	Director
A.R. Desmarais	(4)	Director
O.A. Desmarais	(4)	Director
P.G. Desmarais, Jr.	(4)	Director
G.A. Doer	(1)	Director
G.J. Fleming	(2)	Director
C. Généreux	(4)	Director
A. Louvel	930 Fifth Avenue, Apt. 17D New York, NY 10021	Director
P.A. Mahon	(1)	Director
J.E.A. Nickerson	H.B. Nickerson & Sons Limited P.O. Box 130 North Sydney, Nova Scotia, Canada B2A 3M2	Director
H.P. Rousseau	(4)	Director
R. Royer	(4)	Director
T.T. Ryan, Jr.	JP Morgan Chase 270 Park Avenue, Floor 47 New York, NY 10017	Director
J.J. Selitto	437 West Chestnut Hill Avenue Philadelphia, PA 19118	Director
G.D. Tretiak	(4)	Director
B.E. Walsh	Saguenay Capital, LLC The Centre at Purchase Two Manhattanville Road, Suite 403 Purchase, NY 10577	Director
E.F. Murphy, III	(2)	President, Empower Retirement

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D.L. Musto	(2)	President, Great-West Investments
R.K. Shaw	(2)	President, Individual Markets
A.S. Bolotin	(2)	Senior Vice President and Chief Financial Officer
E.P. Friesen	(2)	Chief Investment Officer, General Account
J.W. Knight	(3)	Senior Vice President & Chief Technology Officer
C.M. Moritz	(2)	Senior Vice President and Chief Financial Officer, Empower Retirement
C.S. Tocher	(2)	Chief Investment Officer, Segregated Funds
R.G. Schultz	(3)	General Counsel, Chief Legal Officer, and Secretary
K.I. Schindler	(2)	Chief Compliance Officer
R.H. Linton, Jr.	(2)	Executive Vice President, Empower Retirement Operations
J.M. Gearin	(2)	Senior Vice President, Empower Retirement Operations
W.S. Harmon	(2)	Head of Core Market
S.E. Jenks	(2)	Senior Vice President, Marketing
R.J. Laeyendecker	(2)	Senior Vice President, Executive Benefits Markets
M.P. McCarthy	(2)	Senior Vice President, National Sales
W.J. McDermott	(2)	Senior Vice President, Large, Mega, NFP Market
D.G. McLeod	(2)	Senior Vice President, Product Management
B.J. Schwartz	(2)	Senior Vice President, Commercial Mortgage Investments
C.G. Step	(2)	Senior Vice President, Empower Retirement Products
W. Van Harlow	(2)	Senior Vice President, Empower Institute and Strategic Solutions
C. E. Waddell	(2)	Senior Vice President, Retirement Solutions

(1) 100 Osborne Street North, Winnipeg, Manitoba, Canada R3C 3A5.

(2) 8515 East Orchard Road, Greenwood Village, Colorado 80111.

(3) 8525 East Orchard Road, Greenwood Village, Colorado 80111.

(4) Power Financial Corporation, 751 Victoria Square, Montreal, Quebec, Canada H2Y 2J3.

Item 26. Persons controlled by or under common control with the Depositor or Registrant as of 12/31/16

The Registrant is a separate account of Great-West Life & Annuity Insurance Company, a stock life insurance company incorporated under the laws of the State of Colorado (“Depositor”). The Depositor is an indirect subsidiary of Power Corporation of Canada. An organizational chart for Power Corporation of Canada is set forth below.

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Organizational Chart – December 31, 2016

I. OWNERSHIP OF POWER CORPORATION OF CANADA

The following sets out the ownership, based on votes attached to the outstanding voting shares, of Power Corporation of Canada:

The Desmarais Family Residuary Trust

99.999% - Pansolo Holding Inc.

     59.22% - 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, 2016 414,461,536 Subordinate Voting Shares (SVS) of PCC carrying one vote per share and 48,854,772 Participating Preferred Shares (PPS) carrying 10 votes per share; hence the total voting rights are 903,009,256.

Pansolo Holding Inc. owns directly 48,363,392 SVS and 48,638,392 PPS, entitling Pansolo Holding Inc. directly to an aggregate percentage of voting rights of 534,747,312 or 59.22% of the total voting rights attached to the shares of PCC.

II.          OWNERSHIP BY POWER CORPORATION OF CANADA

Power Corporation of Canada has a voting interest in the following entities:

A.          Great-West Life & Annuity Insurance Company Group of Companies (U.S. insurance)

Power Corporation of Canada

100.0% - 171263 Canada Inc.

65.591% - Power Financial Corporation

  67.880% - Great-West Lifeco Inc.

  100.0% - Great-West Financial (Canada) 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% - GWL&A Financial Inc.

  60.0% - Great-West Life & Annuity Insurance Capital (Nova Scotia) Co. (40% owned by Great-West Life & Annuity Insurance Capital, LP)

40.0% - Great-West Life & Annuity Insurance Capital, LLC (60% owned by GWL&A Financial Inc.)

  60.0% - Great-West Life & Annuity Insurance Capital (Nova Scotia) Co. II (40% owned by Great-West Life & Annuity Insurance Capital, LP II)

40.0% - Great-West Life & Annuity Insurance Capital, LLC II (60% owned by GWL&A Financial Inc.)

  60.0% - Great-West Life & Annuity Insurance Capital, LLC (40% owned by Great-West Life & Annuity Insurance Capital (Nova Scotia) Co.)

  60.0% - Great-West Life & Annuity Insurance Capital, LLC II (40% owned by Great-West Life & Annuity Insurance Capital (Nova Scotia) Co. II)

100.0% - Great-West Life & Annuity Insurance Company (Fed ID # 84-0467907 - NAIC # 68322, CO)

2

100.0% - Great-West Life & Annuity Insurance Company of New York (Fed ID # 13-2690792 - NAIC # 79359, NY)

100.0% - Advised Assets Group, LLC

100.0% - GWFS Equities, Inc.

100.0% - Great-West Life & Annuity Insurance Company of South Carolina

100.0% - Emjay Corporation

100.0% - FASCore, LLC

  50.0% - Westkin Properties Ltd.

100.0% - Great-West Capital Management, LLC

100.0% - Great-West Trust Company, LLC

100.0% - Lottery Receivable Company One LLC

100.0% - LR Company II, L.L.C.

100.0% - Singer Collateral Trust IV

100.0% - Singer Collateral Trust V

100.0% - Great-West Financial Retirement Plan Services, LLC

100.0% - Empower Securities, LLC

B.          Putnam Investments Group of Companies (Mutual Funds)

Power Corporation of Canada

100.0% - 171263 Canada Inc.

  65.591% - Power Financial Corporation

67.880% - Great-West Lifeco Inc.

  100.0% - Great-West Financial (Canada) Inc.

  100.0% - Great-West Financial (Nova Scotia) Co.

 100% - 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)

 95.84% - Putnam Investments, LLC (4.16% owned by Putnam senior management)

  100.0% - Putnam Acquisition Financing, Inc.

  100.0% - Putnam Acquisition Financing LLC

  100.0% - Putnam Holdings, LLC

  100.0% - Putnam U.S. Holdings I, LLC

100.0% - Putnam Investment Management, LLC

100.0% - Putnam Fiduciary Trust Company

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.

82.02% - PanAgora Asset Management, Inc. (16.08% owned by Nippon Life Insurance Company, 3% non voting by management)

100.0% - Putnam GP Inc.

3

1.0% - TH Lee Putnam Equity Managers LP (99% owned by Putnam U.S. Holdings I, LLC)

    99.0% - TH Lee Putnam Equity Managers LP (1% owned by Putnam GP Inc.)

  100.0% - Putnam Investment Holdings, L.L.C.

100.0% - Savings Investments, LLC

100.0% - Putnam Capital, LLC

100.0% - Putnam Mortgage Opportunities Company

  100.0% - The Putnam Advisory Company, LLC

  100.0% - Putnam Advisory Holdings LLC

100.0% - Putnam Investments Canada ULC

  100.0% - Putnam Investments (Ireland) Limited

  100.0% - Putnam Investments Australia Pty

  100.0% - Putnam Investments Securities Co., Ltd.

  100.0% - Putnam International Distributors, Ltd.

100.0% - Putnam Investments Argentina S.A.

  100.0% - Putnam Investments Limited

C.          The Great-West Life Assurance Company Group of Companies (Canadian insurance)

Power Corporation of Canada

100.0% - 171263 Canada Inc.

65.591% - Power Financial Corporation

  67.880% - Great-West Lifeco Inc.

    100.0% - 2142540 Ontario Inc.

      1.0% - Great-West Lifeco Finance (Delaware) LP (99.0% owned by Great-West Lifeco Inc.)

        40.0% - Great-West Lifeco Finance (Delaware) LLC (60.0% owned by The Great-West Life Assurance Company)

    100.0% - 2023308 Ontario Inc.

      1.0% - Great-West Life & Annuity Insurance Capital, LP (99.0% owned by Great-West Lifeco Inc.)

40.0% - Great-West Life & Annuity Insurance Capital (Nova Scotia) Co. (60.0% owned by GWL&A Financial Inc.)

40.0% - Great-West Life & Annuity Insurance Capital, LLC (60.0% owned by GWL&A Financial Inc.)

      1.0% - Great-West Life & Annuity Insurance Capital, LP II (99.0% owned by Great-West Lifeco Inc.)

40.0% - Great-West Life & Annuity Insurance Capital (Nova Scotia) Co. II (60.0% owned by GWL&A Financial Inc.)

40.0% - Great-West Life & Annuity Insurance Capital, LLC II (60.0% owned by GWL&A Financial Inc.)

    100.0% - 2171866 Ontario Inc

1.0% - Great-West Lifeco Finance (Delaware) LP II (99.0% owned by Great-West Lifeco Inc.)

100.0% - Great-West Lifeco Finance (Delaware) LLC II

    100.0% - 2023310 Ontario Inc.

    100.0% - 2023311 Ontario Inc.

    100.0% - 6109756 Canada Inc.

    100.0% - 6922023 Canada Inc.

    100.0% - 8563993 Canada Inc.

    100.0% - 9855297 Canada Inc.

    100.0% - The Great-West Life Assurance Company (NAIC #80705, MI)

29.4% - GWL THL Private Equity I Inc. (11.8% owned by The Canada Life Assurance Company, 58.8% owned by The Canada Life Insurance Company of Canada)

4

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.)

100.0% - 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

100.0% - GWL Realty Advisors Inc.

100.0% - GWL Realty Advisors U.S., Inc.

100.0% - RA Real Estate Inc.

0.1% - RMA Real Estate LP (69.9% owned by The Great-West Life Assurance Company, 30.0% owned by London Life Insurance Company)

  100% - RMA Properties Ltd.

  100% - RMA Properties (Riverside) Ltd.

  100% - S-8025 Holdings Ltd.

100.0% - Vertica Resident Services Inc.

100.0% - 2278372 Ontario Inc.

100.0% - GLC Asset Management Group Ltd.

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)

  70.0% - Kings Cross Shopping Centre Ltd. (30% owned by London Life Insurance Company)

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.

  65.0% - The Walmer Road Limited Partnership (35.0% owned by London Life Insurance Company)

  50.0% - Laurier House Apartments Limited (50.0% owned by London Life Insurance Company)

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

  75.0% - High Park Bayview Limited Partnership (25.0% owned by London Life Insurance Company)

    5.6% - MAM Holdings Inc. (94.4% owned by The Canada Life Insurance Company of Canada)

 100% - Mountain Asset Management LLC

100.0% - 647679 B.C. Ltd.

  70.0% - TGS North American Real Estate Investment Trust (30% owned by London Life Insurance Company)

 100.0% - TGS Trust

5

  70.0% - RMA Realty Holdings Corporation Ltd. (30.0% owned by London Life Insurance Company)

 100.0%    1995709 Alberta Ltd.

 100.0% - RMA (U.S.) Realty LLC (Delaware) (special shares held by 1995709 Alberta Ltd.

  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.)

 69.9% - RMA Real Estate LP (30.0% owned by London Life Insurance Company; 0.1% owned by RA Real Estate Inc.)

  100.0% - RMA Properties Ltd.

  100.0% - S-8025 Holdings Ltd.

  100.0% - RMA Properties (Riverside) Ltd.

  70.0% - KS Village (Millstream) Inc. (30.0% owned by London Life Insurance Company)

  70.0% - 0726861 B.C. Ltd. (30.0% owned by London Life Insurance Company)

  70.0% - Trop Beau Developments Limited (30.0% owned by London Life Insurance Company)

  70.0% - Kelowna Central Park Properties Ltd. (30.0% owned by London Life Insurance Company)

  70.0% - Kelowna Central Park Phase II Properties Ltd. (30.0% owned by London Life Insurance Company)

  40.0% - PVS Preferred Vision Services Inc.

  12.5% - Vaudreuil Shopping Centres Limited (75.0% owned by London Life Insurance Company, 12.5% owned by The Canada Life Insurance Company of Canada)

  70.0% - Saskatoon West Shopping Centres Limited (30.0% owned by London Life Insurance Company)

  12.5% - 2331777 Ontario Ltd. (75.0% owned by London Life Insurance Company, 12.5% owned by The Canada Life Insurance Company of Canada)

  12.5% - 2344701 Ontario Ltd. (75.0% owned by London Life Insurance Company, 12.5% owned by The Canada Life Insurance Company of Canada)

  12.5% - 2356720 Ontario Ltd. (75.0% owned by London Life Insurance Company, 12.5% owned by The Canada Life Insurance Company of Canada)

  12.5% - 0977221 B.C. Ltd. (75.0% owned by London Life Insurance Company, 12.5% owned by The Canada Life Insurance Company of Canada)

100.0% - 7419521 Manitoba Ltd.

 0.001% - 7420928 Manitoba limited Partnership (24.99% owned each by The Great-West Life Assurance Company, London Life Insurance Company, The Canada Life Assurance Company and The Canada Life Insurance Company of Canada)

100.0% - 7419539 Manitoba Ltd.

100.0% - London Insurance Group Inc.

 100.0% - Trivest Insurance Network Limited

 100.0% - London Life Insurance Company (Fed ID # 52-1548741 – NAIC # 83550, MI)

100.0% - 1542775 Alberta Ltd.

100.0% - 0813212 B.C. Ltd.

  30.0% - Kings Cross Shopping Centre Ltd. (70% owned by The Great-West Life Assurance Company)

  30.0% - 0726861 B.C. Ltd. (70% owned by The Great-West Life Assurance Company)

  30.0% - TGS North American Real Estate Investment Trust (70% owned by The Great-West Life Assurance Company)

100.0% - TGS Trust

  30.0% - RMA Realty Holdings Corporation Ltd. (70% owned by The Great-West Life Assurance Company)

100.0% 1995709 Alberta Ltd.

100.0% - RMA (U.S.) Realty LLC (Delaware) (special shares held by 1995709 Alberta Ltd.)

100.0% - RMA American Realty Corp.

1.0% - 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.)

  30.0% - RMA Real Estate LP (69.9% owned by The Great-West Life Assurance Company; 0.1% owned by RA Real Estate Inc.)

            100.0% - RMA Properties Ltd.

6

100.0% - S-8025 Holdings Ltd.

100.0% - RMA Properties (Riverside) Ltd.

100.0% - 1319399 Ontario Inc.

24.99%- 7420928 Manitoba limited Partnership (24.99% limited partner interest each held by The Great-West Life Assurance Company, The Canada Life Assurance Company and The Canada Life Insurance Company of Canada; 7419521 Manitoba Ltd. holds 0.001% interest)

100.0% - 3853071 Canada Limited

  50.0% - Laurier House Apartments Limited (50.0% owned by The Great-West Life Assurance Company)

  30.0% - Kelowna Central Park Properties Ltd. (70.0% owned by The Great-West Life Assurance Company)

  30.0% - Kelowna Central Park Phase II Properties Ltd. (70.0% owned by The Great-West Life Assurance Company)

  30.0% - Trop Beau Developments Limited (70.0% owned by The Great-West Life Assurance Company)

100.0% - 4298098 Canada Inc.

100.0% - GWLC Holdings Inc.

100% - GLC Reinsurance Corporation

100.0% - 389288 B.C. Ltd.

100.0% - Quadrus Investment Services Ltd.

  35.0% - The Walmer Road Limited Partnership (65.0% owned by The Great-West Life Assurance Company)

100.0% - 177545 Canada Limited

  88.0% - Neighborhood Dental Services Ltd.

100.0% - Quadrus Distribution Services Ltd.

100.0% - Toronto College Park Ltd.

  25.0% - High Park Bayview Limited Partnership (75.0% owned by The Great-West Life Assurance Company)

  30.0% - KS Village (Millstream) Inc. (70.0% owned by The Great-West Life Assurance Company)

100.0% - London Life Financial Corporation

89.4% - London Reinsurance Group, Inc. (10.6% owned by London Life Insurance Company)

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% - London Life International Reinsurance Corporation

100.0% - London Life Reinsurance Company (Fed ID # 23-2044256 – NAIC # 76694, PA)

75.0% - Vaudreuil Shopping Centres Limited (12.5% owned by The Great-West Life Assurance Company, 12.5% owned by The Canada Life Insurance Company of Canada)

  10.6% - London Reinsurance Group Inc. (89.4% owned by London Life Financial Corporation)

  30.0% - Saskatoon West Shopping Centres Limited (70.0% owned by The Great-West Life Assurance Company)

  75.0% - 2331777 Ontario Ltd. (12.5% owned by The Great-West Life Assurance Company, 12.5% owned by The Canada Life Insurance Company of Canada)

  75.0% - 2344701 Ontario Ltd. (12.5% owned by The Great-West Life Assurance Company, 12.5% owned by The Canada Life Insurance Company of Canada)

  75.0% - 2356720 Ontario Ltd. (12.5% owned by The Great-West Life Assurance Company, 12.5% owned by The Canada Life Insurance Company of Canada)

  75.0% - 0977221 B.C. Ltd. (12.5% owned by The Great-West Life Assurance Company, 12.5% owned by The Canada Life Insurance Company of Canada)

100.0% - Canada Life Financial Corporation

100.0% - The Canada Life Assurance Company (Fed ID # 38-0397420, NAIC # 80659, MI)

24.99%- 7420928 Manitoba Limited Partnership (24.99% limited partner interest held by The Great-West Life Assurance Company, London Life Insurance Company and the Canada Life Insurance Company of Canada; 7419521 Manitoba Ltd. holds 0.001% interest)

100.0% - Canada Life Capital Corporation, Inc.

100.0% - Canada Life International Holdings, Limited

7

100.0% - Canada Life Group Holdings Limited

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

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% - London Life and General Reinsurance dac

100.0% - Canada Life International Re dac

100.0% - Canada Life Reinsurance International Ltd.

100.0% - Canada Life Reinsurance Ltd.

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% - Irish Life Investment Managers Limited

100.0% - Summit Asset Managers Limited

    7.0% - Irish Association of Investment Managers CLG

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 Limited

30.45% - ETC Hobley Drive Management Company Limited

100.0% - Synergy Sunrise (Wellington Row) Limited

100.0% - Canada Life (U.K.) Limited

100.0% - Albany Life Assurance Company Limited

100.0% - Canada Life Management (U.K.) Limited

100.0% - Canada Life Services (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 Holdings (U.K.) Limited

100.0% - Canada Life Irish Operations Limited

100.0% - Canada Life Ireland Holdings Limited.

100.0% - Irish Life Group Limited

100.0% Canada Life (Ireland) Limited

8

100.0% Irish Life Health dac

100.0% - Irish Progressive Services International Ltd

100.0% - Irish Life Group Services Limited

100.0% - Irish Life Financial Services Ltd.

100.0% - Glohealth Financial Services Limited

  49.0% - Affinity First Limited (51.0% interest unknown)

100.0% - Vestone Ltd.

100.0% - Cornmarket Group Financial Services Limited

100.0% - Cornmarket Insurance Brokers Ltd.

100.0% - Cornmarket Insurance Services Limited

25.0% EIS Financial Services Limited (75.0% interest unknown)

100.0% - Cornmarket Retail Trading Ltd.

100.0% - Savings & Investments Ltd.

100.0% - Gregan McGuiness (Life & Pensions) Ltd.

100.0% - Penpro Limited

100.0% - Irish Life Associate Holdings Unlimited Company

100.0% - Irish Life Irish Holdings Unlimited Company

30.43% - Allianz-Irish Life Holdings plc.

100.0% - Irish Life Assurance plc.

100.0% - Ballsbridge Property Investments Ltd.

100.0% - Cathair Ce Ltd.

100.0% - Ilona Financial Group, Inc.

100.0% - Irish Life Unit Fund Managers Ltd.

100.0% - Tredwell Associates Ltd.

100.0% - Irish Life Trustee Services Limited

100.0% - Office Park De Mont-St-Guibert A S.A.

100.0% - Office Park De Mont-St-Guibert B S.A.

100.0% - Office Park De Mont-St-Guibert C S.A.

100.0% - (2,3&4) Basement Company Limited

66.66% - City Gate Park Administration Limited

  51.0% - SJRQ Riverside IV Management Company Ltd.

  50.0% - Hollins Clough Management Company Ltd.

  50.0% - Dakline Company Ltd.

  20.0% - Choralli Limited

  14.0% - Baggot Court Management Limited

    5.5% - Padamul Ltd.

  18.2143% - Tour Esplanade (Paris) LP

100.0% - 4073649 Canada, Inc. (1 common share owned by 587443 Ontario, Inc.)

100.0% - CL Luxembourg Capital Management S.á.r.l.

100.0% - 8478163 Canada Limited

100.0% - Canada Life Capital Bermuda Limited

100.0% - 9983813 Canada Inc.

100.0% - Canada Life Capital Bermuda III Limited

9

100.0% - Canada Life Capital Bermuda II Limited

100.0% - The Canada Life Insurance Company of Canada

24.99%- 7420928 Manitoba limited Partnership (24.99% limited partner interest held by The Great-West Life Assurance Company, London Life Insurance Company and The Canada Life Assurance Company; 7419521 Manitoba Ltd. holds 0.001% interest)

100.0% - 6855572 Manitoba Ltd.

  94.4% - MAM Holdings Inc. (5.6% owned by The Great-West Life Assurance Company)

100.0% - Mountain Asset Management LLC

  12.5% - 2331777 Ontario Ltd. (75% owned by London Life Insurance Company, 12.5% owned by The Great-West Life Assurance Company)

  12.5% - 2344701 Ontario Ltd. (75% owned by London Life Insurance Company, 12.5% owned by The Great-West Life Assurance Company)

  12.5% - Vaudreuil Shopping Centres Limited (75% owned by London Life Insurance Company, 12.5% owned by The Great-West Life Assurance Company)

  12.5% - 2356720 Ontario Ltd. (75% owned by London Life Insurance Company, 12.5% owned by The Great-West Life Assurance Company)

  12.5% - 0977221 B.C. Ltd. (75% owned by London Life Insurance Company, 12.5% owned by The Great-West Life Assurance Company)

58.8% - GWL THL Private Equity I Inc. (11.8% The Canada Life Assurance Company, 29.4% The Great-West Life Assurance Company)

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.)

100.0% - 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% - 587443 Ontario Inc.

100.0% - Canada Life Mortgage Services Ltd.

100.0% - Adason Properties Limited

11.8% - GWL THL Private Equity I Inc. (29.4% owned by The Great-West 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

D.          IGM Financial Inc. Group of Companies (Canadian mutual funds)

Power Corporation of Canada

   100.0% - 171263 Canada Inc.

      65.591% - Power Financial Corporation

10

61.506% - IGM Financial Inc.

100.0% - Investors Group Inc.

100.0% - Investors Group Financial Services Inc.

100.0% - I.G. International Management Limited

100.0% - I.G. Investment Management (Hong Kong) Limited

100.0% - Investors Group Trust Co. Ltd.

100.0% - 391102 B.C. 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% - 0965311 B.C. Ltd.

100.0% - 0992480 B.C. Ltd.

100.0% - 1081605 B.C. Ltd.

100.0% - I.G. Investment Corp.

100.0% - Mackenzie Inc.

100.0% - Mackenzie Financial Corporation

100.0% - Mackenzie Investments Charitable Foundation

  14.28% - Strategic Charitable Giving Foundation

100.0% - Mackenzie Cundill Investment Management (Bermuda) Ltd.

100.0% - Mackenzie Financial Capital Corporation

100.0% - Multi-Class Investment Corp.

100.0% - MMLP GP Inc.

100.0% - Mackenzie Investments Corporation

100.0% - Mackenzie Investments PTE. Ltd.

100.0% - Mackenzie U.S. Fund Management Inc.

96.94% - Investment Planning Counsel Inc. (and 3.06% owned by Management of IPC)

100.0% - IPC Investment Corporation

100.0% - IPC Estate Services Inc.

100.0% - IPC Securities Corporation

  88.89% - IPC Portfolio Services Inc. (and 11.11% owned by advisors of IPC Investment Corporation and IPC Securities Corporation)

100.0% - Counsel Portfolio Services Inc.

100.0% - Counsel Portfolio Corporation

37.74% - Portag3 Ventures LP

32.8% - Springboard LP

69.7% - WealthSimple Financial Corp.

15.0% - Personal Capital Corporation

E.          Pargesa Holding SA Group of Companies (European investments)

11

Power Corporation of Canada

100.0% - 171263 Canada Inc.

65.591% - Power Financial Corporation

100.0% - Power Financial Europe B.V.

50.0% - Parjointco N.V.

75.4% - Pargesa Holding SA (55.5% capital)

   100.0% - Pargesa Netherlands B.V.

51.9% (taking into account the treasury shares - Groupe Bruxelles Lambert (50.0% in capital)

Capital

6.8% - Pernod Ricard (7.5% in capital)

16.9% - Umicore

20.0% - Ontex

7.5% - adidas

0.4% - LTI One

1.2% - Sagerpar

100.0% - Belgian Securities B.V.

Capital

69.6% - Imerys (53.7% in capital)

100.0% - Brussels Securities

Capital

99.6% - LTI One

0.1% - Groupe Bruxelles Lambert

100.0% - LTI Two

0.1% - Groupe Bruxelles Lambert

0.1% - Umicore

100.0% - URDAC

0.1% - Groupe Bruxelles Lambert

100.0% - FINPAR

0.1% - Groupe Bruxelles Lambert

98.8% - Sagerpar

3.3% - Groupe Bruxelles Lambert

10.0% - GBL Participations SA

100.0% - GBL Energy S.á.r.l.

Capital

1.8% - adidas

0.7% - Total SA (1.2% in capital)

100.0% - GBL Verwaltung GmbH (in liquidation)

100.0% - GBL Finance & Treasury

  90.0% - GBL Participations SA

  67.4% - Serena S.á.r.l.

Capital

16.2% - SGS

100.0% - Eliott Capital

12

Capital

9.4% - LafargeHolcim

100.0% - GBL Verwaltung SA

Capital

100.0% - GBL Investments Limited

100.0% - GBL R

100.0% - Sienna Capital S.á.r.l

Capital

  10.9% - Sagard FCPR

  0.3% - Sagard II A FPCI

75.0% - Sagard II B FPCI

26.9% - Sagard 3 Millésime 1 FPCI

29.6% - Kartesia Credit Opportunities I SCA, SICAV-SIF

22.2% - Kartesia Management SA

50.0% - Ergon Capital Partners SA

  5.9% - Ergon Capital SA

42.4% - Ergon Capital Partners II SA

89.9% - Ergon Capital Partners III SA

  15.1% - Mérieux Participations SAS

37.7% - Mérieux Participations 2 SAS

100.0% - PrimeStone Capital Parallel Vehicle SCS

  1.7% - PrimeStone Capital Special Limited Partner SCSp

  9.8% - BDT Capital Partners Fund II (INT),L.P.

100.0% - Sienna Capital International

100.0% - GBL Finance S.á.r.l

32.6% - Serena S.á.r.l

    1.0% - Engie (0.6% in capital)

100.0% - Pargesa Netherlands B.V.

100.0% - SFPG

F.          Square Victoria Communications Group Inc. Group of Companies (Canadian communications)

Power Corporation of Canada

100.0% - Square Victoria Communications Group Inc.

 100.0% - Gesca Ltée

100.0% - La Presse, ltée

100.0% - Nuglif inc.

100.0% - Cyberpresse Inc.

100.0% - 9214470 Canada Inc.

100.0% - Square Victoria Digital Properties inc.

100.0% - Les Éditions Gesca Ltée

100.0% - Les Éditions Plus Ltée

  50.0% - Workopolis

13

25.0% - Olive Média

100.0% - Square Victoria C.P. Holding Inc.

33.3% - Canadian Press Enterprises Inc.

100.0% - Pagemasters North America Inc.

G.         Power Corporation (International) Limited Group of Companies (Asian investments)

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

10.0% - China Asset Management Limited

H.          Other PCC Companies

Power Corporation of Canada

100.0% - 152245 Canada Inc.

100.0% - 3540529 Canada Inc.

 18.75% - Société Immobiliére HMM

   1.19% - Quinstreet Inc.

100.0% - Square Victoria Real Estate Inc./ Square Victoria Immobilier Inc.

100.0% - 3121011 Canada Inc.

100.0% - 171263 Canada Inc.

100.0% - Victoria Square Ventures Inc.

  32.5% - Bellus Health Inc.

  25.0% (voting) - 9314-0093 Québec Inc. (formerly Club de Hockey Les Remparts de Québec Inc.)

100.0% - Power Energy Corporation

100.0% - Potentia Renewables Inc.

100.0% - Schooltop Solar LP

  85.0% - Reliant First Nations LP

100.0% - PSI Solar Finance 1 LP

100.0% - MOM Solar LP

100.0% - Potentia Solar 5 LP

100.0% - Potentia Solar 14 LP

100.0% - Minnesota Solar, LLC

  75.0% - Paintearth Wind Project LP

  75.0% - Stirling Wind Project LP

  75.0% - Wheatland Wind Project LP

100.0% - Power Renewable Energy Corporation

    100.0% - Sequoia Energy Inc.

14

                                   100.0% - Power Energy Eagle Creek Inc.

                                                   60.0% - Power Energy Eagle Creek LLP

                                                                  52.0% - Eagle Creek Renewable Energy, LLC

100.0% - Power Communications Inc.

               100.0% - Brazeau River Resources Investments Inc.

100.0% - PCC Industrial (1993) Corporation

100.0% - Power Corporation International

100.0% - 9808655 Canada Inc.

               100.0% - 9958363 Canada Inc.

               100.0% - Sagard Holdings Participation US LP

                                   25.0% - Sagard Holdings Inc. (non voting)

100.0% - Sagard Holdings Participation Inc.

               75.0% - Sagard Holdings Inc.

                                   100.0% - Sagard Capital Partners GP, Inc.

                                   100.0% - Sagard Capital Partners, L.P.

                                   97.3% - Vein Clinics of America

                                                   100.0% - 1069759 B.C. Unlimited Liability Company

                                                                     96.7% - IntegraMed America, Inc.

                                   50.0% - 9938982 Canada Inc.

                                                   100.0% - 9990089 Canada Inc.

100.0% - Power Corporation of Canada Inc.

100.0% - PL S.A.

100.0% - 4190297 Canada Inc.

               100% - Sagard Capital Partners Management Corp.

100.0% - Sagard S.A.S.

100.0% - Marquette Communications (1997) Corporation

100.0% - 4507037 Canada Inc.

100.0% - 4524781 Canada Inc.

100.0% - 4524799 Canada Inc.

100.0% - 4524802 Canada Inc.

I.            Other PFC Companies

Power Financial Corporation

100.0% - 4400003 Canada Inc.

100.0% - 3411893 Canada Inc.

100.0% - 3439453 Canada Inc.

100.0% - Power Financial Capital Corporation

100.0% - 7973594 Canada Inc.

100.0% - 7973683 Canada Inc.

100.0% - 7974019 Canada Inc.

100.0% - 8677964 Canada Inc.

100.0% - 9194649 Canada Inc.

15

67.2% - Springboard L.P.

                               69.7% - WealthSimple Financial Corp. (67.8% equity)

     100.0% - Wealthsimple Inc.

     100.0% - Canadian ShareOwner Investments Inc.

     100.0% - CSA Computing Inc.

     100.0% - Wealthsimple US, Ltd.

     100.0% - Wealthsimple UK Ltd.

     100.0% - Wealthsimple Technologies Inc.

100.0% - PFC Ventures Inc.

                               100.0% - Portag3 Ventures GP Inc.

                               24.52% - Portag3 Ventures L.P.

     100.0% - 9917837 Canada Inc.

50.0% - Diagram Ventures GP Inc. (9629262 Canada Inc.)

Item 27. Number of Contract Owners

As of February 28, 2017, there were 1,334 Owners of Contracts; 899 were Non-Qualified Contracts, and 435 were Qualified Contracts.

Item 28. Indemnification

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Provisions exist under the Colorado Business Corporation Act and the Bylaws of GWL&A whereby GWL&A may indemnify a director, officer, or controlling person of GWL&A against liabilities arising under the Securities Act of 1933. The following excerpts contain the substance of these provisions:

Colorado Business Corporation Act

Article 109 - INDEMNIFICATION

Section 7-109-101. Definitions.

As used in this article:

(1) “Corporation” includes any domestic or foreign entity that is a predecessor of a corporation by reason of a merger or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.

(2) “Director” means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation’s request as a director, an officer, an agent, an associate, an employee, a fiduciary, a manager, a member, a partner, a promoter, or a trustee of, or to hold any similar position with, another domestic or foreign entity or of an employee benefit plan. A director is considered to be serving an employee benefit plan at the corporation’s request if the director’s duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. “Director” includes, unless the context requires otherwise, the estate or personal representative of a deceased director.

(3) “Expenses” includes counsel fees.

(4) “Liability” means the obligation incurred with respect to a proceeding to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses.

(5) “Official capacity” means, when used with respect to a director, the office of director in a corporation and, when used with respect to a person other than a director as contemplated in section 7-109-107, the office in a corporation held by the officer or the employment, fiduciary, or agency relationship undertaken by the employee, fiduciary, or agent on behalf of the corporation. “Official capacity” does not include service for any other domestic or foreign corporation or other person or employee benefit plan.

(6) “Party” includes a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding.

(7) “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.

Section 7-109-102. Authority to indemnify directors.

(1) Except as provided in subsection (4) of this section, a corporation may indemnify a person made a party to a proceeding because the person is or was a director against liability incurred in the proceeding if:

a. The person’s conduct was in good faith; and

b. The person reasonably believed:

 i. In the case of conduct in an official capacity with the corporation, that such conduct was in the corporation’s best interests; and

ii. In all other cases, that such conduct was at least not opposed to the corporation’s best interests; and

c. In the case of any criminal proceeding, the person had no reasonable cause to believe the person’s conduct was unlawful.

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(2) A director’s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in or beneficiaries of the plan is conduct that satisfies the requirement of subparagraph (II) of paragraph (b) of subsection (1) of this section. A director’s conduct with respect to an employee benefit plan for a purpose that the director did not reasonably believe to be in the interests of the participants in or beneficiaries of the plan shall be deemed not to satisfy the requirements of paragraph (a) of subsection (1) of this section.

(3) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.

(4) A corporation may not indemnify a director under this section:

a. In connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or

b. In connection with any other proceeding charging that the director derived an improper personal benefit, whether or not involving action in an official capacity, in which proceeding the director was adjudged liable on the basis that the director derived an improper personal benefit.

(5) Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.

Section 7-109-103. Mandatory Indemnification of Directors.

Unless limited by its articles of incorporation, a corporation shall indemnify a person who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the person was a party because the person is or was a director, against reasonable expenses incurred by the person in connection with the proceeding.

Section 7-109-104. Advance of Expenses to Directors.

(1) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:

a. The director furnishes to the corporation a written affirmation of the director’s good-faith belief that the director has met the standard of conduct described in section 7-109-102;

b. The director furnishes to the corporation a written undertaking, executed personally or on the director’s behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct; and

c. A determination is made that the facts then known to those making the determination would not preclude indemnification under this article.

(2) The undertaking required by paragraph (b) of subsection (1) of this section shall be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.

(3) Determinations and authorizations of payments under this section shall be made in the manner specified in section 7-109-106.

Section 7-109-105. Court-Ordered Indemnification of Directors.

(1) Unless otherwise provided in the articles of incorporation, a director who is or was a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification in the following manner:

a. If it determines that the director is entitled to mandatory indemnification under section 7-109-103, the court shall order indemnification, in which case the court shall also order the corporation to pay the director’s reasonable expenses incurred to obtain court-ordered indemnification.

b. If it determines that the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in section 7-109-102(1) or was adjudged liable in the circumstances described in section 7-109-102(4), the court may order such indemnification as the court deems proper; except that the indemnification with respect to any proceeding in which liability shall have been adjudged in the circumstances described in section 7-109- 102(4) is limited to reasonable expenses incurred in connection with the proceeding and reasonable expenses incurred to obtain court-ordered indemnification.

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Section 7-109-106. Determination and Authorization of Indemnification of Directors.

(1) A corporation may not indemnify a director under section 7-109-102 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in section 7-109-102. A corporation shall not advance expenses to a director under section 7-109-104 unless authorized in the specific case after the written affirmation and undertaking required by section 7-109-104(1)(a) and (1)(b) are received and the determination required by section 7-109-104(1)(c) has been made.

(2) The determinations required by subsection (1) of this section shall be made:

a. By the board of directors by a majority vote of those present at a meeting at which a quorum is present, and only those directors not parties to the proceeding shall be counted in satisfying the quorum; or

b. If a quorum cannot be obtained, by a majority vote of a committee of the board of directors designated by the board of directors, which committee shall consist of two or more directors not parties to the proceeding; except that directors who are parties to the proceeding may participate in the designation of directors for the committee.

(3) If a quorum cannot be obtained as contemplated in paragraph (a) of subsection (2) of this section, and a committee cannot be established under paragraph (b) of subsection (2) of this section, or, even if a quorum is obtained or a committee is designated, if a majority of the directors constituting such quorum or such committee so directs, the determination required to be made by subsection (1) of this section shall be made:

a. By independent legal counsel selected by a vote of the board of directors or the committee in the manner specified in paragraph (a) or (b) of subsection (2) of this section or, if a quorum of the full board cannot be obtained and a committee cannot be established, by independent legal counsel selected by a majority vote of the full board of directors; or

b. By the shareholders.

(4) Authorization of indemnification and advance of expenses shall be made in the same manner as the determination that indemnification or advance of expenses is permissible; except that, if the determination that indemnification or advance of expenses is permissible is made by independent legal counsel, authorization of indemnification and advance of expenses shall be made by the body that selected such counsel.

Section 7-109-107. Indemnification of Officers, Employees, Fiduciaries, and Agents.

(1) Unless otherwise provided in the articles of incorporation:

a. An officer is entitled to mandatory indemnification under section 7-109-103, and is entitled to apply for court-ordered indemnification under section 7-109-105, in each case to the same extent as a director;

b. A corporation may indemnify and advance expenses to an officer, employee, fiduciary, or agent of the corporation to the same extent as to a director; and

c. A corporation may also indemnify and advance expenses to an officer, employee, fiduciary, or agent who is not a director to a greater extent, if not inconsistent with public policy, and if provided for by its bylaws, general or specific action of its board of directors or shareholders, or contract.

Section 7-109-108. Insurance.

A corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, fiduciary, or agent of the corporation, or who, while a director, officer, employee, fiduciary, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, fiduciary, or agent of another domestic or foreign entity or of an employee benefit plan, against liability asserted against or incurred by the person in that capacity or arising from the person’s status as a director, officer, employee, fiduciary, or agent, whether or not the corporation would have power to indemnify the person against the same liability under section 7-109-102, 7-109-103, or 7-109-107. Any such insurance may be procured from any insurance company designated by the board of directors, whether such insurance company is formed under the law of this state or any other jurisdiction of the United States or elsewhere, including any insurance company in which the corporation has an equity or any other interest through stock ownership or otherwise.

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Section 7-109-109. Limitation of Indemnification of Directors.

(1) A provision treating a corporation’s indemnification of, or advance of expenses to, directors that is contained in its articles of incorporation or bylaws, in a resolution of its shareholders or board of directors, or in a contract, except an insurance policy, or otherwise, is valid only to the extent the provision is not inconsistent with sections 7-109-101 to 7-109-108. If the articles of incorporation limit indemnification or advance of expenses, indemnification and advance of expenses are valid only to the extent not inconsistent with the articles of incorporation.

(2) Sections 7-109-101 to 7-109-108 do not limit a corporation’s power to pay or reimburse expenses incurred by a director in connection with an appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent in the proceeding.

Section 7-109-110. Notice to Shareholders of Indemnification of Director.

If a corporation indemnifies or advances expenses to a director under this article in connection with a proceeding by or in the right of the corporation, the corporation shall give written notice of the indemnification or advance to the shareholders with or before the notice of the next shareholders’ meeting. If the next shareholder action is taken without a meeting at the instigation of the board of directors, such notice shall be given to the shareholders at or before the time the first shareholder signs a writing consenting to such action.

Bylaws of the Depositor

Article IV. Indemnification

SECTION 1. In this Article, the following terms shall have the following meanings:

(a) “expenses” means reasonable expenses incurred in a proceeding, including expenses of investigation and preparation, expenses in connection with an appearance as a witness, and fees and disbursement of counsel, accountants or other experts;

(b) “liability” means an obligation incurred with respect to a proceeding to pay a judgment, settlement, penalty or fine;

(c) “party” includes a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding;

(d) “proceeding” means any threatened, pending or completed action, suit, or proceeding whether civil, criminal, administrative or investigative, and whether formal or informal.

SECTION 2. Subject to applicable law, if any person who is or was a director, officer or employee of the corporation is made a party to a proceeding because the person is or was a director, officer or employee of the corporation, the corporation shall indemnify the person, or the estate or personal representative of the person, from and against all liability and expenses incurred by the person in the proceeding (and advance to the person expenses incurred in the proceeding) if, with respect to the matter(s) giving rise to the proceeding:

(a) the person conducted himself or herself in good faith; and

(b) the person reasonably believed that his or her conduct was in the corporation’s best interests; and

(c) in the case of any criminal proceeding, the person had no reasonable cause to believe that his or her conduct was unlawful; and

(d) if the person is or was an employee of the corporation, the person acted in the ordinary course of the person’s employment with the corporation.

SECTION 3. Subject to applicable law, if any person who is or was serving as a director, officer, trustee or employee of another company or entity at the request of the corporation is made a party to a proceeding because the person is or was serving as a director, officer, trustee or employee of the other company or entity, the corporation shall indemnify the person, or the estate or personal representative of the person, from and against all liability and expenses incurred by the person in the proceeding (and advance to the person expenses incurred in the proceeding) if:

(a) the person is or was appointed to serve at the request of the corporation as a director, officer, trustee or employee of the other company or entity in accordance with Indemnification Procedures approved by the Board of Directors of the corporation; and

(b) with respect to the matter(s) giving rise to the proceeding:

(i) the person conducted himself or herself in good faith; and

(ii) the person reasonably believed that his or her conduct was at least not opposed to the corporation’s best interests (in the case of a trustee of one of the corporation’s staff benefits plans, this means that the person’s conduct was for a purpose the person reasonably believed to be in the interests of the plan participants); and

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(iii) in the case of any criminal proceeding, the person had no reasonable cause to believe that his or her conduct was unlawful; and

(iv) if the person is or was an employee of the other company or entity, the person acted in the ordinary course of the person’s employment with the other company or entity.

Item 29. Principal Underwriter

(a) GWFS Equities, Inc. (“GWFS”) is the distributor of securities of the Registrant. In addition to the Registrant, GWFS serves as distributor or principal underwriter for Great-West Funds, Inc. (formerly Maxim Series Fund, Inc.), an open-end management investment company, Variable Annuity-1 Series Account of Great-West Life & Annuity Insurance Company of New York (“GWL&A NY”), Variable Annuity-2 Series Account of Great-West Life & Annuity Insurance Company (GWL&A), Variable Annuity-2 Series Account of GWL&A NY, Variable Annuity-8 Series Account of GWL&A, Variable Annuity-8 Series Account of GWL&ANY, COLI VUL-2 Series Account of GWL&A, COLI VUL-2 Series Account of GWL&A NY, COLI VUL-4 Series Account of GWL&A, FutureFunds Series Account of GWL&A, Maxim Series Account of GWL&A, Prestige Variable Life Account of GWL&A, and Trillium Variable Annuity Account of GWL&A.

(b) Directors and Officers of GWFS:

Name	Principal Business Address	Positions and Offices with Underwriter
E.F. Murphy, III	(1)	Chairman, President, and Chief Executive Officer
D.L. Musto	(1)	Director and Executive Vice President
R.K. Shaw	(1)	Director and Executive Vice President
S.E. Jenks	(1)	Director and Executive Vice President
C.E. Waddell	(1)	Director and Senior Vice President
K.I. Schindler	(1)	Chief Compliance Officer
R.H. Linton, Jr.	(1)	Executive Vice President
W.S. Harmon	(1)	Senior Vice President
R.J. Laeyendecker	(1)	Senior Vice President
M. McCarthy	(1)	Senior Vice President
W.J. McDermott	(1)	Senior Vice President
R.L. Logsdon	(1)	Vice President, Counsel, and Secretary
R.M. Mattie	(1)	FIN OP Principal, Vice President and Treasurer

(1) 8515 East Orchard Road, Greenwood Village, Colorado 80111.

(c) Commissions and other compensation received by Principal Underwriter during registrant’s last fiscal year:

Name of Principal Underwriter	Net Underwriting Discounts and Commissions	Compensation on Redemption	Brokerage Commissions	Compensation
GWFS	-0-	-0-	-0-	-0-

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Item 30. Location of Accounts and Records

All accounts, books, or other documents required to be maintained by Section 31(a) of the 1940 Act and the rules promulgated thereunder are maintained by the Registrant through GWL&A, 8515 E. Orchard Road, Greenwood Village, Colorado 80111.

Item 31. Management Services

Not Applicable.

Item 32. Undertakings and Representations

(a) Registrant undertakes to file a post-effective amendment to this Registration Statement as frequently as is necessary to ensure that the audited financial statements in the Registration Statement are never more than 16 months old for so long as payments under the variable annuity contracts may be accepted.

(b) Registrant undertakes to include either (1) as part of any application to purchase a contract offered by the Prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a postcard or similar written communication affixed to or included in the Prospectus that the applicant can remove to send for a Statement of Additional Information.

(c) Registrant undertakes to deliver any Statement of Additional Information and any financial statements required to be made available under this form promptly upon written or oral request.

(d) Great-West Life & Annuity Insurance Company represents the fees and charges deducted under the Contract, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred and the risks assumed by Great-West Life & Annuity Insurance Company.

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SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this Registration Statement and has caused this Registration Statement to be signed on its behalf, in the City of Greenwood Village, and State of Colorado on this 13^th day of April, 2017.

	VARIABLE ANNUITY-1 SERIES ACCOUNT
	(Registrant)
By:	/s/ Robert L. Reynolds
	Robert L. Reynolds
	President and Chief Executive Officer of Great-West Life & Annuity Insurance Company
	GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
	(Depositor)
By:	/s/ Robert L. Reynolds
	Robert L. Reynolds
	President and Chief Executive Officer

As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ R. Jeffrey Orr R. Jeffrey Orr*	Chairman of the Board	April 13, 2017
/s/ Robert L. Reynolds Robert L. Reynolds	Director, President and Chief Executive Officer	April 13, 2017
/s/ Andra S. Bolotin Andra S. Bolotin	Senior Vice President and Chief Financial Officer	April 13, 2017
/s/ John L. Bernbach John L. Bernbach*	Director	April 13, 2017
/s/ Marcel R. Coutu Marcel R. Coutu*	Director	April 13, 2017
/s/ André R. Desmarais André R. Desmarais*	Director	April 13, 2017

/s/ Olivier A. Desmarais Olivier A. Desmarais*	Director	April 13, 2017
/s/ Paul G. Desmarais, Jr. Paul G. Desmarais, Jr*.	Director	April 13, 2017
/s/ Gary A. Doer Gary A. Doer*	Director	April 13, 2017
/s/ Gregory J. Fleming Gregory J. Fleming*	Director	April 13, 2017
/s/ Claude Généreux Claude Généreux*	Director	April 13, 2017
/s/ Alain Louvel Alain Louvel*	Director	April 13, 2017
/s/ Paul A. Mahon Paul A. Mahon*	Director	April 13, 2017
/s/ Jerry E.A. Nickerson Jerry E.A. Nickerson*	Director	April 13, 2017
/s/ Henri P. Rousseau Henri P. Rousseau*	Director	April 13, 2017
/s/ Raymond Royer Raymond Royer*	Director	April 13, 2017
/s/ T. Timothy Ryan, Jr. T. Timothy Ryan, Jr.*	Director	April 13, 2017
/s/ Jerome J. Selitto Jerome J. Selitto*	Director	April 13, 2017
/s/ Gregory D. Tretiak Gregory D. Tretiak*	Director	April 13, 2017
/s/ Brian E. Walsh Brian E. Walsh*	Director	April 13, 2017
/s/ Ryan L. Logsdon Ryan L. Logsdon	*Attorney-in-Fact pursuant to Power of Attorney	April 13, 2017