UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~September 30, 2017

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number001-32195

LOGO

GENWORTH FINANCIAL, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware		80-0873306
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

6620 West Broad Street Richmond, Virginia		23230
(Address of Principal Executive Offices)		(Zip Code)

(804)281-6000

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~April 27,~~October 26, 2017, ~~498,948,884~~499,158,848 shares of Class A Common Stock, par value $0.001 per share, were outstanding.

TABLE OF CONTENTS


		Page
PART I—FINANCIAL INFORMATION			3

Item 1.	Financial Statements		3
	Condensed Consolidated Balance Sheets as of ~~March 31,~~September 30, 2017 (Unaudited) and December 31, 2016		3
	Condensed Consolidated Statements of Income for the three and nine months ended ~~March 31,~~September 30, 2017 and 2016 (Unaudited)		4
	Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended ~~March 31,~~September 30, 2017 and 2016 (Unaudited)		5
	Condensed Consolidated Statements of Changes in Equity for the ~~three~~nine months ended ~~March 31,~~September 30, 2017 and 2016 (Unaudited)		6
	Condensed Consolidated Statements of Cash Flows for the ~~three~~nine months ended ~~March 31,~~September 30, 2017 and 2016 (Unaudited)		7
	Notes to Condensed Consolidated Financial Statements (Unaudited)		8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		8188

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		~~142~~173

Item 4.	Controls and Procedures		~~142~~174

PART II—OTHER INFORMATION			174

Item 1.	Legal Proceedings		~~143~~174

Item 1A.	Risk Factors		~~143~~174

Item 6.	Exhibits		~~144~~175

Signatures			~~145~~176

PART I—FINANCIAL INFORMATION

Item 1.

Financial Statements

GENWORTH FINANCIAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in millions, except per share amounts)


	March 31, 2017			December 31, 2016			September 30, 2017			December 31, 2016
	(Unaudited)						(Unaudited)
Assets
Investments:
Fixed maturity securities available-for-sale, at fair value	$	60,597		$	60,572		$	62,552		$	60,572
Equity securities available-for-sale, at fair value		709			632			765			632
Commercial mortgage loans		6,107			6,111			6,268			6,111
Restricted commercial mortgage loans related to securitization entities		122			129			111			129
Policy loans		1,761			1,742			1,818			1,742
Other invested assets		2,272			2,071			1,590			2,071
Restricted other invested assets related to securitization entities, at fair value		84			312			—			312

Total investments		71,652			71,569			73,104			71,569
Cash and cash equivalents		3,018			2,784			2,836			2,784
Accrued investment income		717			659			639			659
Deferred acquisition costs		3,207			3,571			2,342			3,571
Intangible assets and goodwill		381			348			315			348
Reinsurance recoverable		17,681			17,755			17,553			17,755
Other assets		703			673			552			673
Deferred tax asset								24			—
Separate account assets		7,327			7,299			7,264			7,299

Total assets	$	104,686		$	104,658		$	104,629		$	104,658

Liabilities and equity
Liabilities:
Future policy benefits	$	37,291		$	37,063		$	38,022		$	37,063
Policyholder account balances		25,383			25,662			24,531			25,662
Liability for policy and contract claims		9,295			9,256			9,384			9,256
Unearned premiums		3,370			3,378			3,512			3,378
Other liabilities ($3 and $1 of other liabilities are related to securitization entities)		2,657			2,916
Borrowings related to securitization entities ($13 and $12 are carried at fair value)		68			74
Other liabilities ($1 of other liabilities are related to securitization entities in each period)								2,002			2,916
Borrowings related to securitization entities ($12 are carried at fair value in each period)								59			74
Non-recourse funding obligations		310			310			310			310
Long-term borrowings		4,194			4,180			4,224			4,180
Deferred tax liability		75			53			234			53
Separate account liabilities		7,327			7,299			7,264			7,299

Total liabilities		89,970			90,191			89,542			90,191

Commitments and contingencies
Equity:
Class A common stock, $0.001 par value; 1.5 billion shares authorized; 587 million shares issued as of March 31, 2017 and December 31, 2016; 499 million and 498 million shares outstanding as of March 31, 2017 and December 31, 2016, respectively		1			1
Class A common stock, $0.001 par value; 1.5 billion shares authorized; 588 million and 587 million shares issued as of September 30, 2017 and December 31, 2016, respectively; 499 million and 498 million shares outstanding as of September 30, 2017 and December 31, 2016, respectively								1			1
Additional paid-in capital		11,964			11,962			11,973			11,962

Accumulated other comprehensive income (loss):
Net unrealized investment gains (losses):
Net unrealized gains (losses) on securities not other-than-temporarily impaired		1,233			1,253			1,098			1,253
Net unrealized gains (losses) on other-than-temporarily impaired securities		10			9			10			9

Net unrealized investment gains (losses)		1,243			1,262			1,108			1,262

Derivatives qualifying as hedges		2,036			2,085			2,052			2,085
Foreign currency translation and other adjustments		(183	)		(253	)		(125	)		(253	)

Total accumulated other comprehensive income (loss)		3,096			3,094			3,035			3,094
Retained earnings		451			287			760			287
Treasury stock, at cost (88 million shares as of March 31, 2017 and December 31, 2016)		(2,700	)		(2,700	)
Treasury stock, at cost (88 million shares as of September 30, 2017 and December 31, 2016)								(2,700	)		(2,700	)

Total Genworth Financial, Inc.’s stockholders’ equity		12,812			12,644			13,069			12,644
Noncontrolling interests		1,904			1,823			2,018			1,823

Total equity		14,716			14,467			15,087			14,467

Total liabilities and equity	$	104,686		$	104,658		$	104,629		$	104,658

See Notes to Condensed Consolidated Financial Statements

GENWORTH FINANCIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Amounts in millions, except per share amounts)

(Unaudited)


	Three months ended March 31,						Three months ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016			2017			2016
Revenues:
Premiums	$	1,136		$	794		$	1,135		$	1,108		$	3,382		$	3,029
Net investment income		790			789			797			805			2,388			2,373
Net investment gains (losses)		34			(19	)		85			20			220			31
Policy fees and other income		211			221			198			217			619			738

Total revenues		2,171			1,785			2,215			2,150			6,609			6,171

Benefits and expenses:
Benefits and other changes in policy reserves		1,246			860			1,344			1,662			3,796			3,715
Interest credited		167			177			164			173			494			523
Acquisition and operating expenses, net of deferrals		270			394			265			269			775			990
Amortization of deferred acquisition costs and intangibles		94			99			83			94			316			305
Interest expense		62			105			73			77			209			262

Total benefits and expenses		1,839			1,635			1,929			2,275			5,590			5,795

Income from continuing operations before income taxes		332			150
Income (loss) from continuing operations before income taxes								286			(125	)		1,019			376
Provision for income taxes		116			23			102			222			348			355

Income from continuing operations		216			127
Loss from discontinued operations, net of taxes		—			(19	)
Income (loss) from continuing operations								184			(347	)		671			21
Income (loss) from discontinued operations, net of taxes								(9	)		15			(9	)		(25	)

Net income		216			108
Net income (loss)								175			(332	)		662			(4	)
Less: net income attributable to noncontrolling interests		61			55			68			48			198			151

Net income available to Genworth Financial, Inc.’s common stockholders	$	155		$	53
Net income (loss) available to Genworth Financial, Inc.’s common stockholders							$	107		$	(380	)	$	464		$	(155	)

Income from continuing operations available to Genworth Financial, Inc.’s common stockholders per share:
Income (loss) from continuing operations available to Genworth Financial, Inc.’s common stockholders per share:
Basic	$	0.31		$	0.14		$	0.23		$	(0.79	)	$	0.95		$	(0.26	)

Diluted	$	0.31		$	0.14		$	0.23		$	(0.79	)	$	0.94		$	(0.26	)

Net income available to Genworth Financial, Inc.’s common stockholders per share:
Net income (loss) available to Genworth Financial, Inc.’s common stockholders per share:
Basic	$	0.31		$	0.11		$	0.21		$	(0.76	)	$	0.93		$	(0.31	)

Diluted	$	0.31		$	0.11		$	0.21		$	(0.76	)	$	0.93		$	(0.31	)

Weighted-average common shares outstanding:
Basic		498.6			498.0			499.1			498.3			498.9			498.3

Diluted		501.0			499.4			501.6			498.3			501.2			498.3

Supplemental disclosures:
Total other-than-temporary impairments	$	(1	)	$	(11	)	$	(1	)	$	(2	)	$	(4	)	$	(35	)
Portion of other-than-temporary impairments included in other comprehensive income (loss)		—			—			—			—			—			—

Net other-than-temporary impairments		(1	)		(11	)		(1	)		(2	)		(4	)		(35	)
Other investments gains (losses)		35			(8	)		86			22			224			66

Total net investment gains (losses)	$	34		$	(19	)	$	85		$	20		$	220		$	31

See Notes to Condensed Consolidated Financial Statements

GENWORTH FINANCIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in millions)

(Unaudited)


	Three months ended March 31,						Three months ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016			2017			2016
Net income	$	216		$	108
Net income (loss)							$	175		$	(332	)	$	662		$	(4	)
Other comprehensive income (loss), net of taxes:
Net unrealized gains (losses) on securities not other-than-temporarily impaired		(12	)		807			(89	)		72			(173	)		1,624
Net unrealized gains (losses) on other-than-temporarily impaired securities		1			(4	)		—			5			1			6
Derivatives qualifying as hedges		(49	)		257			(12	)		54			(33	)		448
Foreign currency translation and other adjustments		119			216			81			(1	)		261			223

Total other comprehensive income		59			1,276
Total other comprehensive income (loss)								(20	)		130			56			2,301

Total comprehensive income		275			1,384
Total comprehensive income (loss)								155			(202	)		718			2,297
Less: comprehensive income attributable to noncontrolling interests		118			156			108			64			313			260

Total comprehensive income available to Genworth Financial, Inc.'s common stockholders	$	157		$	1,228
Total comprehensive income (loss) available to Genworth Financial, Inc.’s common stockholders							$	47		$	(266	)	$	405		$	2,037

See Notes to Condensed Consolidated Financial Statements

GENWORTH FINANCIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Amounts in millions)

(Unaudited)


	Common stock		Additional paid-in capital		Accumulated other comprehensive income (loss)		Retained earnings		Treasury stock, at cost			Total Genworth Financial, Inc.'s stockholders' equity		Noncontrolling interests			Total equity			Common stock		Additional paid-in capital		Accumulated other comprehensive income (loss)			Retained earnings			Treasury stock, at cost			Total Genworth Financial, Inc.’s stockholders’ equity			Noncontrolling interests			Total equity
Balances as of December 31, 2016	$	1	$	11,962	$	3,094	$	287	$	(2,700	)	$	12,644	$	1,823		$	14,467		$	1	$	11,962	$	3,094		$	287		$	(2,700	)	$	12,644		$	1,823		$	14,467
Cumulative effect of change in accounting, net of taxes		—		—		—		9		—			9		—			9			—		—		—			9			—			9			—			9
Repurchase of subsidiary shares																					—		—		—			—			—			—			(31	)		(31	)
Comprehensive income (loss):
Net income																					—		—		—			464			—			464			198			662
Other comprehensive income (loss) net of taxes																					—		—		(59	)		—			—			(59	)		115			56

Total comprehensive income																																		405			313			718
Dividends to noncontrolling interests																					—		—		—			—			—			—			(92	)		(92	)
Stock-based compensation expense and exercises and other																					—		11		—			—			—			11			5			16

Balances as of September 30, 2017																				$	1	$	11,973	$	3,035		$	760		$	(2,700	)	$	13,069		$	2,018		$	15,087

Balances as of December 31, 2015																				$	1	$	11,949	$	3,010		$	564		$	(2,700	)	$	12,824		$	1,813		$	14,637
Return of capital to noncontrolling interests																					—		—		—			—			—			—			(70	)		(70	)
Comprehensive income:
Net income		—		—		—		155		—			155		61			216
Net income (loss)																					—		—		—			(155	)		—			(155	)		151			(4	)
Other comprehensive income, net of taxes		—		—		2		—		—			2		57			59			—		—		2,192			—			—			2,192			109			2,301

Total comprehensive income													157		118			275																2,037			260			2,297
Dividends to noncontrolling interests		—		—		—		—		—			—		(39	)		(39	)		—		—		—			—			—			—			(126	)		(126	)
Stock-based compensation expense and exercises and other		—		2		—		—		—			2		2			4			—		10		—			—			—			10			1			11

Balances as of March 31, 2017	$	1	$	11,964	$	3,096	$	451	$	(2,700	)	$	12,812	$	1,904		$	14,716
Balances as of September 30, 2016																				$	1	$	11,959	$	5,202		$	409		$	(2,700	)	$	14,871		$	1,878		$	16,749

Balances as of December 31, 2015	$	1	$	11,949	$	3,010	$	564	$	(2,700	)	$	12,824	$	1,813		$	14,637
Comprehensive income:
Net income		—		—		—		53		—			53		55			108
Other comprehensive income, net of taxes		—		—		1,175		—		—			1,175		101			1,276

Total comprehensive income													1,228		156			1,384
Dividends to noncontrolling interests		—		—		—		—		—			—		(52	)		(52	)
Stock-based compensation expense and exercises and other		—		3		—		—		—			3		1			4

Balances as of March 31, 2016	$	1	$	11,952	$	4,185	$	617	$	(2,700	)	$	14,055	$	1,918		$	15,973

See Notes to Condensed Consolidated Financial Statements

GENWORTH FINANCIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in millions)

(Unaudited)


	Three months ended March 31,						Nine months ended September 30,
	2017			2016			2017			2016
Cash flows from operating activities:
Net income	$	216		$	108
Net income (loss)							$	662		$	(4	)
Less loss from discontinued operations, net of taxes		—			19			9			25
Adjustments to reconcile net income to net cash from operating activities:
Adjustments to reconcile net income (loss) to net cash from operating activities:
Gain on sale of business		—			(20	)		—			(26	)
Amortization of fixed maturity securities discounts and premiums and limited partnerships		(33	)		(38	)		(107	)		(112	)
Net investment (gains) losses		(34	)		19
Net investment gains								(220	)		(31	)
Charges assessed to policyholders		(183	)		(191	)		(534	)		(574	)
Acquisition costs deferred		(22	)		(50	)		(67	)		(124	)
Amortization of deferred acquisition costs and intangibles		94			99			316			305
Deferred income taxes		93			7			234			173
Trading securities, held-for-sale investments and derivative instruments		365			21			716			759
Stock-based compensation expense		10			7			29			25
Change in certain assets and liabilities:
Accrued investment income and other assets		(79	)		(159	)		(21	)		(258	)
Insurance reserves		377			36			1,202			691
Current tax liabilities		(37	)		(8	)		(27	)		44
Other liabilities, policy and contract claims and other policy-related balances		(112	)		406			(260	)		905

Net cash from operating activities		655			256			1,932			1,798

Cash flows used by investing activities:
Proceeds from maturities and repayments of investments:
Fixed maturity securities		1,060			840			3,396			2,646
Commercial mortgage loans		166			192			454			555
Restricted commercial mortgage loans related to securitization entities		6			6			18			27
Proceeds from sales of investments:
Fixed maturity and equity securities		2,173			905			3,269			4,064
Purchases and originations of investments:
Fixed maturity and equity securities		(2,710	)		(2,042	)		(6,709	)		(8,758	)
Commercial mortgage loans		(161	)		(200	)		(608	)		(405	)
Other invested assets, net		(676	)		34			(521	)		(138	)
Policy loans, net		—			10			28			(80	)
Proceeds from sale of businesses, net of cash transferred								—			39
Payments for business purchased, net of cash acquired								(5	)		—

Net cash used by investing activities		(142	)		(255	)		(678	)		(2,050	)

Cash flows used by financing activities:
Deposits to universal life and investment contracts		218			571			902			1,028
Withdrawals from universal life and investment contracts		(467	)		(517	)		(2,003	)		(1,463	)
Redemption of non-recourse funding obligations		—			(1,620	)		—			(1,620	)
Repayment and repurchase of long-term debt		—			(326	)		—			(362	)
Repayment of borrowings related to securitization entities		(7	)		(10	)		(16	)		(37	)
Repurchase of subsidiary shares								(31	)		—
Return of capital to noncontrolling interests								—			(70	)
Dividends paid to noncontrolling interests		(39	)		(52	)		(92	)		(126	)
Other, net		(9	)		13			(30	)		(49	)

Net cash used by financing activities		(304	)		(1,941	)		(1,270	)		(2,699	)

Effect of exchange rate changes on cash and cash equivalents		25			31			68			36

Net change in cash and cash equivalents		234			(1,909	)		52			(2,915	)
Cash and cash equivalents at beginning of period		2,784			5,993			2,784			5,993

Cash and cash equivalents at end of period		3,018			4,084		$	2,836		$	3,078
Less cash and cash equivalents held for sale at end of period		—			41

Cash and cash equivalents of continuing operations at end of period	$	3,018		$	4,043

See Notes to Condensed Consolidated Financial Statements

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1) Formation of Genworth and Basis of Presentation

Genworth Holdings, Inc. (“Genworth Holdings”) (formerly known as Genworth Financial, Inc.) was incorporated in Delaware in 2003 in preparation for an initial public offering (“IPO”) of Genworth’s common stock, which was completed on May 28, 2004. On April 1, 2013, Genworth Holdings completed a holding company reorganization pursuant to which Genworth Holdings became a direct, 100% owned subsidiary of a new public holding company that it had formed. The new public holding company was incorporated in Delaware on December 5, 2012, in connection with the reorganization, and was renamed Genworth Financial, Inc. (“Genworth Financial”) upon the completion of the reorganization.

On October 21, 2016, Genworth Financial entered into an agreement and plan of merger (the “Merger Agreement”) with Asia Pacific Global Capital Co., Ltd. (“the Parent”), a limited liability company incorporated in the People’s Republic of China, and Asia Pacific Global Capital USA Corporation (“Merger Sub”), a Delaware corporation and an indirect, wholly-owned subsidiary of the Parent. Subject to the terms and conditions of the Merger Agreement, including the satisfaction or waiver of certain conditions, Merger Sub would merge with and into Genworth Financial with Genworth Financial surviving the merger as an indirect, wholly-owned subsidiary of the Parent. The Parent is a newly formed subsidiary of China Oceanwide Holdings Group Co., Ltd. (together with its affiliates, “China Oceanwide”). China Oceanwide has agreed to acquire all of our outstanding common stock for a total transaction value of approximately $2.7 billion, or $5.43 per share in cash. At a special meeting held on March 7, 2017, Genworth’s stockholders voted on and approved a proposal to adopt the Merger Agreement.

The transaction remains subject to closing conditions, including the receipt of required regulatory approvals in the U.S., China, and other international jurisdictions. Both parties are engaging with the relevant regulators regarding the applications and the pending transaction. ~~Genworth and China Oceanwide continue to target closing the transaction in the middle of 2017.~~

The accompanying unaudited condensed financial statements include on a consolidated basis the accounts of Genworth Financial and the affiliate companies in which it holds a majority voting interest or where it is the primary beneficiary of a variable interest entity (“VIE”). All intercompany accounts and transactions have been eliminated in consolidation.

References to “Genworth,” the “Company,” “we” or “our” in the accompanying unaudited condensed consolidated financial statements and these notes thereto are, unless the context otherwise requires, to Genworth Financial on a consolidated basis.

We operate our business through the following five operating segments:

•

U.S. Mortgage Insurance.In the United States, we offer mortgage insurance products predominantly insuring prime-based, individually underwritten residential mortgage loans (“flow mortgage insurance”). We selectively provide mortgage insurance on a bulk basis (“bulk mortgage insurance”) with essentially all of our bulk writings being prime-based.

•

Canada Mortgage Insurance. We offer flow mortgage insurance and also provide bulk mortgage insurance that aids in the sale of mortgages to the capital markets and helps lenders manage capital and risk in Canada.

•

Australia Mortgage Insurance. In Australia, we offer flow mortgage insurance and selectively provide bulk mortgage insurance that aids in the sale of mortgages to the capital markets and helps lenders manage capital and risk.

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

•

U.S. Life Insurance. We offer long-term care insurance products as well as service traditional life insurance and fixed annuity products in the United States.

•

Runoff.The Runoff segment includes the results ofnon-strategic products which have not been actively sold but we continue to service our existing blocks of business. Ournon-strategic products primarily include our variable annuity, variable life insurance, institutional, corporate-owned life insurance and other accident and health insurance products. Institutional products consist of: funding agreements, funding agreements backing notes and guaranteed investment contracts.

In addition to our five operating business segments, we also have Corporate and Other activities which include debt financing expenses that are incurred at the Genworth Holdings level, unallocated corporate income and expenses, eliminations of inter-segment transactions and the results of other businesses that are managed outside of our operating segments, including certain smaller international mortgage insurance businesses and discontinued operations.

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Preparing financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ from those estimates. These unaudited condensed consolidated financial statements include all adjustments (including normal recurring adjustments) considered necessary by management to present a fair statement of the financial position, results of operations and cash flows for the periods presented. The results reported in these unaudited condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. The unaudited condensed consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and related notes contained in our 2016 Annual Report on Form10-K. Certain prior year amounts have been reclassified to conform to the current year presentation.

(2) Accounting Changes

Accounting Pronouncements Recently Adopted

On January 1, 2017, we adopted new accounting guidance related to the accounting for stock compensation. The guidance primarily simplifies the accounting for employee share-based payment transactions, including a new requirement to record all of the income tax effects at settlement or expiration through the income statement, classifications of awards as either equity or liabilities, and classification on the statement of cash flows. We adopted this new accounting guidance on a modified retrospective basis and recorded a previously disallowed deferred tax asset of $9 million with a corresponding increase to cumulative effect of change in accounting within retained earnings at adoption.

On January 1, 2017, we adopted new accounting guidance related to transition to the equity method of accounting. The guidance eliminates the retrospective application of the equity method of accounting when obtaining significant influence over a previously held investment. The guidance requires that an entity that has anavailable-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. We did not have any significant impact from this guidance on our consolidated financial statements.

~~GENWORTH FINANCIAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

On January 1, 2017, we adopted new accounting guidance related to the assessment of contingent put and call options in debt instruments. The guidance clarifies the requirements for assessing whether contingent call

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. An entity performing the assessment under the amendments in this update is required to assess the embedded call (put) options solely in accordance with the four-step decision sequence. This guidance is consistent with our previous accounting practices and, accordingly, did not have any impact on our consolidated financial statements.

On January 1, 2017, we adopted new accounting guidance related to the effect of derivative contract novations on existing hedge accounting relationships. The guidance clarifies that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. This guidance is consistent with our previous accounting for derivative contract novations and, accordingly, did not have any impact on our consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

In ~~March~~August 2017, the Financial Accounting Standards Board (“the FASB”) issued new guidance intended to enable entities to better portray the economics of their derivative risk management activities in the financial statements and enhance the transparency and understandability of hedge results. In certain situations, the amendments also simplify the application of hedge accounting. The guidance is currently effective for us on January 1, 2019, with early adoption permitted. We are in process of evaluating adopting this new guidance early and the impact it may have on our consolidated financial statements.

In May 2017, the FASB issued new guidance to clarify when to account for a change to share-based compensation as a modification. The new guidance requires modification accounting only if there are changes to the fair value, vesting conditions or classification, as a liability or equity, of the share-based compensation. The guidance is effective, prospectively, for us on January 1, 2018, accordingly, the guidance will not have any impact at adoption.

In March 2017, the FASB issued new guidance shortening the amortization period for the premium component of callable debt securities purchased at a premium. The guidance requires the premium to be amortized to the earliest call date. This change does not apply to securities held at a discount. The guidance is currently effective for us on January 1, 2019, with early adoption permitted. We are in process of evaluating the impact the guidance may have on our consolidated financial statements.

In February 2017, the FASB issued new guidance to clarify the accounting for gains and losses from the derecognition of nonfinancial assets and accounting for partial sales of nonfinancial assets. The new guidance clarifies when transferring ownership interests in a consolidated subsidiary holding nonfinancial assets is within scope. It also states that the reporting entity should identify each distinct nonfinancial asset and derecognize when a counterparty obtains control, and clarifies the accounting for partial sales. The new guidance is currently effective for us on January 1, 2018. We do not expect any significant impacts from this guidance on our consolidated financial statements.

In January 2017, the FASB issued new guidance simplifying the test for goodwill impairment. The new guidance states goodwill impairment is equal to the difference between the carrying value and fair value of the reporting unit up to the amount of recorded goodwill. The new guidance is currently effective for us on January 1, 2020, with early adoption permitted for testing dates after January 1, 2017. We do not expect any significant impacts from this new guidance on our consolidated financial statements.

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

In October 2016, the FASB issued new guidance related to the income tax effects of intra-entity transfers of assets other than inventory. The new guidance states that an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The guidance is currently effective for us on January 1, 2018. We are still in process of evaluating the impact the guidance may have on our consolidated financial statements, including any cumulative effect adjustment that will be recorded directly to retained earnings as of the beginning of the period of adoption.

In January 2016, the FASB issued new accounting guidance related to the recognition and measurement of financial assets and financial liabilities. Changes to the current financial instruments accounting primarily affects equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. Under the new guidance, equity investments with readily determinable fair value, except those accounted for under the equity method of accounting, will be measured at fair value with changes in fair value recognized in net income (loss). As of September 30, 2017, we have approximately $45 million of cumulative unrealized gains related to equity securities included in accumulated other comprehensive income as well as approximately $25 million of gains related to limited partnership investments currently recorded at cost, that will be reclassed to cumulative effect of change in accounting within retained earnings upon adoption of this new accounting guidance. The new guidance also clarifies that the need for a valuation allowance on a deferred tax asset related toavailable-for-sale securities should be evaluated in combination with other deferred tax assets. This new guidance will be effective for us on January 1, 2018. We are still in process of evaluating the full impact the guidance may have on our consolidated financial statements.

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(3) Earnings (Loss) Per Share

Basic and diluted earnings (loss) per share are calculated by dividing each income (loss) category presented below by the weighted-average basic and diluted common shares outstanding for the periods indicated:

   Three months ended
March 31,
(Amounts in millions, except per share amounts)
   2017    2016
Weighted-average shares used in basic earnings per share calculations
   498.6    498.0
Potentially dilutive securities:

Stock options, restricted stock units and stock appreciation rights
   2.4    1.4




Weighted-average shares used in diluted earnings per share calculations
   501.0    499.4




Income from continuing operations:

Income from continuing operations
   $ 216    $ 127
Less: income from continuing operations attributable to noncontrolling interests
   61    55




Income from continuing operations available to Genworth Financial, Inc.’s common stockholders
   $ 155    $ 72




Basic per share
   $ 0.31    $ 0.14




Diluted per share
   $ 0.31    $ 0.14




Loss from discontinued operations:

Loss from discontinued operations, net of taxes
   $ —      $ (19 )
Less: income from discontinued operations, net of taxes, attributable to noncontrolling interests
   —      —




Loss from discontinued operations, net of taxes, available to Genworth Financial, Inc.'s common stockholders
   $ —      $ (19 )




Basic per share
   $ —      $ (0.04 )




Diluted per share
   $ —      $ (0.04 )




Net income:

Income from continuing operations
   $ 216    $ 127
Loss from discontinued operations, net of taxes
   —      (19 )




Net income
   216    108
Less: net income attributable to noncontrolling interests
   61    55




Net income available to Genworth Financial, Inc.’s common stockholders
   $ 155    $ 53




Basic per share
   $ 0.31    $ 0.11




Diluted per share
   $ 0.31    $ 0.11


	Three months ended September 30,						Nine months ended September 30,
(Amounts in millions, except per share amounts)	2017			2016			2017			2016
Weighted-average shares used in basic earnings (loss) per share calculations		499.1			498.3			498.9			498.3
Potentially dilutive securities:
Stock options, restricted stock units and stock appreciation rights		2.5			—			2.3			—

Weighted-average shares used in diluted earnings (loss) per share calculations⁽¹⁾		501.6			498.3			501.2			498.3

Income (loss) from continuing operations:
Income (loss) from continuing operations	$	184		$	(347	)	$	671		$	21
Less: income from continuing operations attributable to noncontrolling interests		68			48			198			151

Income (loss) from continuing operations available to Genworth Financial, Inc.’scommon stockholders	$	116		$	(395	)	$	473		$	(130	)

Basic per share	$	0.23		$	(0.79	)	$	0.95		$	(0.26	)

Diluted per share	$	0.23		$	(0.79	)	$	0.94		$	(0.26	)

Income (loss) from discontinued operations:
Income (loss) from discontinued operations, net of taxes	$	(9	)	$	15		$	(9	)	$	(25	)
Less: income from discontinued operations, net of taxes, attributable tononcontrolling interests		—			—			—			—

Income (loss) from discontinued operations, net of taxes, available to GenworthFinancial, Inc.’s common stockholders	$	(9	)	$	15		$	(9	)	$	(25	)

Basic per share	$	(0.02	)	$	0.03		$	(0.02	)	$	(0.05	)

Diluted per share	$	(0.02	)	$	0.03		$	(0.02	)	$	(0.05	)

Net income (loss):
Income (loss) from continuing operations	$	184		$	(347	)	$	671		$	21
Income (loss) from discontinued operations, net of taxes		(9	)		15			(9	)		(25	)

Net income (loss)		175			(332	)		662			(4	)
Less: net income attributable to noncontrolling interests		68			48			198			151

Net income (loss) available to Genworth Financial, Inc.’s common stockholders	$	107		$	(380	)	$	464		$	(155	)

Basic per share	$	0.21		$	(0.76	)	$	0.93		$	(0.31	)

Diluted per share	$	0.21		$	(0.76	)	$	0.93		$	(0.31	)

⁽¹⁾

Under applicable accounting guidance, companies in a loss position are required to use basic weighted-average common shares outstanding in the calculation of diluted loss per share. Therefore, as a result of our loss from continuing operations available to Genworth Financial, Inc.’s common stockholders for the three and nine months ended September 30, 2016, we were required to use basic weighted-average common shares outstanding in the calculation of diluted loss per share, as the inclusion of shares for stock options, restricted stock units and stock appreciation rights of 2.2 million and 1.8 million, respectively, would have been antidilutive to the calculation. If we had not incurred a loss from continuing operations available to Genworth Financial, Inc.’s common stockholders for the three months and nine months ended September 30, 2016, dilutive potential weighted-average common shares outstanding would have been 500.5 million and 500.1 million, respectively.

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(4) Investments

(a) Net Investment Income

Sources of net investment income were as follows for the periods indicated:


	Three months ended March 31,						Three months ended September 30,						Nine months ended September 30,
(Amounts in millions)	2017			2016			2017			2016			2017			2016
Fixed maturity securities—taxable	$	641		$	641		$	640		$	655		$	1,930			1,930
Fixed maturity securities—non-taxable		3			3			3			3			9			9
Commercial mortgage loans		77			81			78			79			231			237
Restricted commercial mortgage loans related to securitization entities		2			2			3			3			7			8
Equity securities		8			5			9			8			26			20
Other invested assets		32			38			39			34			106			105
Restricted other invested assets related to securitization entities		—			2			—			—			1			3
Policy loans		42			35			39			38			120			107
Cash, cash equivalents and short-term investments		6			5			10			5			26			16

Gross investment income before expenses and fees		811			812			821			825			2,456			2,435
Expenses and fees		(21	)		(23	)		(24	)		(20	)		(68	)		(62	)

Net investment income	$	790		$	789		$	797		$	805		$	2,388		$	2,373

(b) Net Investment Gains (Losses)

The following table sets forth net investment gains (losses) for the periods indicated:


	Three months ended March 31,						Three months ended September 30,						Nine months ended September 30,
(Amounts in millions)	2017			2016			2017			2016			2017			2016
Available-for-sale securities:
Realized gains	$	63		$	16		$	40		$	39		$	177		$	205
Realized losses		(34	)		(23	)		(10	)		(24	)		(55	)		(75	)

Net realized gains (losses) on available-for-sale securities		29			(7	)		30			15			122			130

Impairments:
Total other-than-temporary impairments		(1	)		(11	)		(1	)		(2	)		(4	)		(35	)
Portion of other-than-temporary impairments included in other comprehensive income		—			—
Portion of other-than-temporary impairments included inother comprehensive income (loss)								—			—			—			—

Net other-than-temporary impairments		(1	)		(11	)		(1	)		(2	)		(4	)		(35	)

Trading securities		—			28			—			(4	)		1			40
Commercial mortgage loans		1			1			1			(1	)		3			1
Net gains (losses) related to securitization entities		2			8			1			2			5			(51	)
Derivative instruments⁽¹⁾		3			(38	)		54			10			93			(52	)
Contingent consideration adjustment								—			—			—			(2	)

Net investment gains (losses)	$	34		$	(19	)	$	85		$	20		$	220		$	31

⁽¹⁾	See note 5 for additional information on the impact of derivative instruments included in net investment gains (losses).

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

We generally intend to hold securities in unrealized loss positions until they recover. However, from time to time, our intent on an individual security may change, based upon market or other unforeseen developments. In such instances, we sell securities in the ordinary course of managing our portfolio to meet diversification, credit quality, yield and liquidity requirements. If a loss is recognized from a sale subsequent to a balance sheet date due to these unexpected developments, the loss is recognized in the period in which we determined that we have the intent to sell the securities or it is more likely than not that we will be required to sell the securities prior to recovery. The aggregate fair value of securities sold at a loss during the three months ended ~~March 31,~~September 30, 2017 and 2016 was ~~$876~~$286 million and ~~$240~~$293 million, respectively, which was approximately 97% and 95%, respectively, of book value. The aggregate fair value of securities sold at a loss during the nine months ended September 30, 2017 and 2016 was $1,390 million and $833 million, respectively, which was approximately 96% and ~~91%~~93%, respectively, of book value.

The following represents the activity for credit losses recognized in net income (loss) on debt securities where an other-than-temporary impairment was identified and a portion of other-than-temporary impairments was included in other comprehensive income (loss) (“OCI”) as of and for the ~~three months ended March 31:~~periods indicated:


							As of or for the three months ended September 30,						As of or for the nine months ended September 30,
(Amounts in millions)	2017			2016			2017			2016			2017			2016
Beginning balance	$	42		$	64		$	38		$	62		$	42		$	64
Additions:
Other-than-temporary impairments not previously recognized								—			—			—			1
Reductions:
Securities sold, paid down or disposed		(1	)		(1	)		(5	)		(8	)		(9	)		(11	)

Ending balance	$	41		$	63		$	33		$	54		$	33		$	54

(c) Unrealized Investment Gains and Losses

Net unrealized gains and losses onavailable-for-sale investment securities reflected as a separate component of accumulated other comprehensive income (loss) were as follows as of the dates indicated:


(Amounts in millions)	March 31, 2017			December 31, 2016			September 30, 2017			December 31, 2016
Net unrealized gains (losses) on investment securities:
Fixed maturity securities	$	3,983		$	3,656		$	4,878		$	3,656
Equity securities		49			12			49			12

Subtotal⁽¹⁾		4,032			3,668			4,927			3,668
Adjustments to deferred acquisition costs, present value of future profits, sales inducements and benefit reserves		(1,994	)		(1,611	)		(3,134	)		(1,611	)
Income taxes, net		(703	)		(711	)		(619	)		(711	)

Net unrealized investment gains (losses)		1,335			1,346			1,174			1,346
Less: net unrealized investment gains (losses) attributable to noncontrolling interests		92			84			66			84

Net unrealized investment gains (losses) attributable to Genworth Financial, Inc.	$	1,243		$	1,262		$	1,108		$	1,262

⁽¹⁾	Excludes foreign exchange.

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The change in net unrealized gains (losses) onavailable-for-sale investment securities reported in accumulated other comprehensive income (loss) was as follows as of and for the ~~three months ended March 31:~~periods indicated:


							As of or for the three months ended September 30,
(Amounts in millions)	2017			2016			2017			2016
Beginning balance	$	1,262		$	1,254		$	1,180		$	2,789
Unrealized gains (losses) arising during the period:
Unrealized gains (losses) on investment securities		392			1,596			(10	)		228
Adjustment to deferred acquisition costs		(305	)		(142	)		(1	)		(17	)
Adjustment to present value of future profits		(5	)		(34	)		(3	)		3
Adjustment to sales inducements		(5	)		(19	)		—			(6	)
Adjustment to benefit reserves		(68	)		(174	)		(92	)		(81	)
Provision for income taxes		(2	)		(436	)		36			(41	)

Change in unrealized gains (losses) on investment securities		7			791			(70	)		86
Reclassification adjustments to net investment (gains) losses, net of taxes of $10 and $(6)		(18	)		12
Reclassification adjustments to net investment (gains) losses, net of taxes of $10 and $4								(19	)		(9	)

Change in net unrealized investment gains (losses)		(11	)		803			(89	)		77
Less: change in net unrealized investment gains (losses) attributable to noncontrolling interests		8			—			(17	)		6

Ending balance	$	1,243		$	2,057		$	1,108		$	2,860


	As of or for the nine months ended September 30,
(Amounts in millions)	2017			2016
Beginning balance	$	1,262		$	1,254
Unrealized gains (losses) arising during the period:
Unrealized gains (losses) on investment securities		1,377			3,584
Adjustment to deferred acquisition costs		(1,047	)		(291	)
Adjustment to present value of future profits		(36	)		(26	)
Adjustment to sales inducements		(11	)		(46	)
Adjustment to benefit reserves		(429	)		(612	)
Provision for income taxes		51			(917	)

Change in unrealized gains (losses) on investment securities		(95	)		1,692
Reclassification adjustments to net investment (gains) losses, net of taxes of $41 and $33		(77	)		(62	)

Change in net unrealized investment gains (losses)		(172	)		1,630
Less: change in net unrealized investment gains (losses) attributable to noncontrolling interests		(18	)		24

Ending balance	$	1,108		$	2,860

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(d) Fixed Maturity and Equity Securities

As of ~~March 31,~~September 30, 2017, the amortized cost or cost, gross unrealized gains (losses) and fair value of our fixed maturity and equity securities classified asavailable-for-sale were as follows:


			Gross unrealized gains				Gross unrealized losses										Gross unrealized gains				Gross unrealized losses
(Amounts in millions)	Amortized cost or cost		Not other-than- temporarily impaired		Other-than- temporarily impaired		Not other-than- temporarily impaired			Other-than- temporarily impaired		Fair value		Amortized cost or cost			Not other-than- temporarily impaired		Other-than- temporarily impaired		Not other-than- temporarily impaired			Other-than- temporarily impaired		Fair value
Fixed maturity securities:
U.S. government, agencies and government-sponsored enterprises	$	4,837	$	681	$	—	$	(25	)	$	—	$	5,493	$	4,893		$	784	$	—	$	(7	)	$	—	$	5,670
State and political subdivisions		2,565		191		—		(46	)		—		2,710		2,639			247		—		(26	)		—		2,860
Non-U.S. government		1,722		106		—		(11	)		—		1,817		2,143			107		—		(24	)		—		2,226
U.S. corporate:
Utilities		4,215		456		—		(36	)		—		4,635		4,382			556		—		(15	)		—		4,923
Energy		2,192		166		—		(19	)		—		2,339		2,243			207		—		(10	)		—		2,440
Finance and insurance		5,882		465		—		(31	)		—		6,316		6,051			547		—		(11	)		—		6,587
Consumer—non-cyclical		4,380		441		—		(28	)		—		4,793		4,330			508		—		(10	)		—		4,828
Technology and communications		2,520		150		—		(27	)		—		2,643		2,558			193		—		(11	)		—		2,740
Industrial		1,223		86		—		(9	)		—		1,300		1,247			102		—		(3	)		—		1,346
Capital goods		2,085		236		—		(12	)		—		2,309		2,067			263		—		(9	)		—		2,321
Consumer—cyclical		1,480		96		—		(14	)		—		1,562		1,506			111		—		(6	)		—		1,611
Transportation		1,105		86		—		(14	)		—		1,177		1,188			124		—		(6	)		—		1,306
Other		331		19		—		(1	)		—		349		358			24		—		(2	)		—		380

Total U.S. corporate		25,413		2,201		—		(191	)		—		27,423		25,930			2,635		—		(83	)		—		28,482

Non-U.S. corporate:
Utilities		985		44		—		(9	)		—		1,020		1,022			45		—		(5	)		—		1,062
Energy		1,281		122		—		(8	)		—		1,395		1,330			140		—		(7	)		—		1,463
Finance and insurance		2,445		151		—		(7	)		—		2,589		2,524			177		—		(5	)		—		2,696
Consumer—non-cyclical		701		20		—		(9	)		—		712		692			27		—		(3	)		—		716
Technology and communications		968		50		—		(6	)		—		1,012		945			71		—		(2	)		—		1,014
Industrial		924		56		—		(4	)		—		976		979			81		—		(2	)		—		1,058
Capital goods		563		25		—		(3	)		—		585		556			33		—		(2	)		—		587
Consumer—cyclical		451		11		—		(1	)		—		461		518			10		—		(1	)		—		527
Transportation		632		67		—		(6	)		—		693		650			71		—		(3	)		—		718
Other		2,600		187		—		(6	)		—		2,781		2,594			193		—		(5	)		—		2,782

Total non-U.S. corporate		11,550		733		—		(59	)		—		12,224		11,810			848		—		(35	)		—		12,623

Residential mortgage-backed		4,139		264		12		(11	)		—		4,404		3,950	��		255		14		(10	)		—		4,209
Commercial mortgage-backed		3,250		97		4		(49	)		—		3,302		3,346			105		2		(39	)		—		3,414
Other asset-backed		3,231		15		1		(23	)		—		3,224		3,052			20		1		(5	)		—		3,068

Total fixed maturity securities		56,707		4,288		17		(415	)		—		60,597		57,763			5,001		17		(229	)		—		62,552
Equity securities		667		55		—		(13	)		—		709		720			59		—		(14	)		—		765

Total available-for-sale securities	$	57,374	$	4,343	$	17	$	(428	)	$	—	$	61,306	$	58,483		$	5,060	$	17	$	(243	)	$	—	$	63,317

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As of December 31, 2016, the amortized cost or cost, gross unrealized gains (losses) and fair value of our fixed maturity and equity securities classified asavailable-for-sale were as follows:


			Gross unrealized gains				Gross unrealized losses									Gross unrealized gains				Gross unrealized losses
(Amounts in millions)	Amortized cost or cost		Not other-than- temporarily impaired		Other-than- temporarily impaired		Not other-than- temporarily impaired			Other-than- temporarily impaired		Fair value		Amortized cost or cost		Not other-than- temporarily impaired		Other-than- temporarily impaired		Not other-than- temporarily impaired			Other-than- temporarily impaired		Fair value
Fixed maturity securities:
U.S. government, agencies and government-sponsored enterprises	$	5,439	$	647	$	—	$	(50	)	$	—	$	6,036	$	5,439	$	647	$	—	$	(50	)	$	—	$	6,036
State and political subdivisions		2,515		182		—		(50	)		—		2,647		2,515		182		—		(50	)		—		2,647
Non-U.S. government		2,024		101		—		(18	)		—		2,107		2,024		101		—		(18	)		—		2,107
U.S. corporate:
Utilities		4,137		454		—		(41	)		—		4,550		4,137		454		—		(41	)		—		4,550
Energy		2,167		157		—		(24	)		—		2,300		2,167		157		—		(24	)		—		2,300
Finance and insurance		5,719		424		—		(46	)		—		6,097		5,719		424		—		(46	)		—		6,097
Consumer—non-cyclical		4,335		433		—		(34	)		—		4,734		4,335		433		—		(34	)		—		4,734
Technology and communications		2,473		157		—		(32	)		—		2,598		2,473		157		—		(32	)		—		2,598
Industrial		1,161		76		—		(14	)		—		1,223		1,161		76		—		(14	)		—		1,223
Capital goods		2,043		228		—		(13	)		—		2,258		2,043		228		—		(13	)		—		2,258
Consumer—cyclical		1,455		92		—		(17	)		—		1,530		1,455		92		—		(17	)		—		1,530
Transportation		1,121		86		—		(17	)		—		1,190		1,121		86		—		(17	)		—		1,190
Other		332		17		—		(1	)		—		348		332		17		—		(1	)		—		348

Total U.S. corporate		24,943		2,124		—		(239	)		—		26,828		24,943		2,124		—		(239	)		—		26,828

Non-U.S. corporate:
Utilities		940		40		—		(11	)		—		969		940		40		—		(11	)		—		969
Energy		1,234		109		—		(12	)		—		1,331		1,234		109		—		(12	)		—		1,331
Finance and insurance		2,413		134		—		(9	)		—		2,538		2,413		134		—		(9	)		—		2,538
Consumer—non-cyclical		711		17		—		(14	)		—		714		711		17		—		(14	)		—		714
Technology and communications		953		44		—		(10	)		—		987		953		44		—		(10	)		—		987
Industrial		928		39		—		(9	)		—		958		928		39		—		(9	)		—		958
Capital goods		518		21		—		(4	)		—		535		518		21		—		(4	)		—		535
Consumer—cyclical		434		10		—		(2	)		—		442		434		10		—		(2	)		—		442
Transportation		619		65		—		(7	)		—		677		619		65		—		(7	)		—		677
Other		2,967		190		—		(13	)		—		3,144		2,967		190		—		(13	)		—		3,144

Total non-U.S. corporate		11,717		669		—		(91	)		—		12,295		11,717		669		—		(91	)		—		12,295

Residential mortgage-backed		4,122		259		10		(12	)		—		4,379		4,122		259		10		(12	)		—		4,379
Commercial mortgage-backed		3,084		98		3		(56	)		—		3,129		3,084		98		3		(56	)		—		3,129
Other asset-backed		3,170		15		1		(35	)		—		3,151		3,170		15		1		(35	)		—		3,151

Total fixed maturity securities		57,014		4,095		14		(551	)		—		60,572		57,014		4,095		14		(551	)		—		60,572
Equity securities		628		31		—		(27	)		—		632		628		31		—		(27	)		—		632

Total available-for-sale securities	$	57,642	$	4,126	$	14	$	(578	)	$	—	$	61,204	$	57,642	$	4,126	$	14	$	(578	)	$	—	$	61,204

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the gross unrealized losses and fair values of our investment securities, aggregated by investment type and length of time that individual investment securities have been in a continuous unrealized loss position, as of ~~March 31,~~September 30, 2017:


	Less than 12 months							12 months or more							Total							Less than 12 months							12 months or more							Total
(Dollar amounts in millions)	Fair value		Gross unrealized losses			Number of securities		Fair value		Gross unrealized losses			Number of securities		Fair value		Gross unrealized losses			Number of securities		Fair value		Gross unrealized losses			Number of securities		Fair value		Grossunrealizedlosses			Number of securities		Fair value		Grossunrealizedlosses			Number of securities
Description of Securities
Fixed maturity securities:
U.S. government, agencies and government-sponsored enterprises	$	861	$	(25	)		41	$	—	$	—			—	$	861	$	(25	)		41	$	283	$	(6	)		22	$	31	$	(1	)		4	$	314	$	(7	)		26
State and political subdivisions		564		(28	)		96		142		(18	)		12		706		(46	)		108		213		(5	)		45		230		(21	)		23		443		(26	)		68
Non-U.S. government		345		(11	)		35		—		—			—		345		(11	)		35		922		(23	)		36		24		(1	)		14		946		(24	)		50
U.S. corporate		4,601		(155	)		630		509		(36	)		68		5,110		(191	)		698		2,335		(47	)		333		766		(36	)		106		3,101		(83	)		439
Non-U.S. corporate		1,493		(41	)		221		298		(18	)		41		1,791		(59	)		262		1,562		(22	)		222		261		(13	)		36		1,823		(35	)		258
Residential mortgage-backed		675		(10	)		104		56		(1	)		31		731		(11	)		135		656		(9	)		80		33		(1	)		28		689		(10	)		108
Commercial mortgage-backed		1,067		(48	)		153		16		(1	)		7		1,083		(49	)		160		837		(25	)		120		201		(14	)		30		1,038		(39	)		150
Other asset-backed		847		(6	)		150		344		(17	)		67		1,191		(23	)		217		736		(4	)		131		173		(1	)		40		909		(5	)		171

Subtotal, fixed maturity securities		10,453		(324	)		1,430		1,365		(91	)		226		11,818		(415	)		1,656		7,544		(141	)		989		1,719		(88	)		281		9,263		(229	)		1,270
Equity securities		86		(5	)		160		105		(8	)		48		191		(13	)		208		82		(5	)		142		111		(9	)		89		193		(14	)		231

Total for securities in an unrealized loss position	$	10,539	$	(329	)		1,590	$	1,470	$	(99	)		274	$	12,009	$	(428	)		1,864	$	7,626	$	(146	)		1,131	$	1,830	$	(97	)		370	$	9,456	$	(243	)		1,501

% Below cost—fixed maturity securities:
<20% Below cost	$	10,453	$	(324	)		1,430	$	1,325	$	(78	)		220	$	11,778	$	(402	)		1,650	$	7,544	$	(141	)		989	$	1,719	$	(88	)		281	$	9,263	$	(229	)		1,270
20%-50% Below cost		—		—			—		40		(13	)		6		40		(13	)		6

Total fixed maturity securities		10,453		(324	)		1,430		1,365		(91	)		226		11,818		(415	)		1,656		7,544		(141	)		989		1,719		(88	)		281		9,263		(229	)		1,270

% Below cost—equity securities:
<20% Below cost		83		(4	)		151		105		(8	)		48		188		(12	)		199		79		(4	)		139		111		(9	)		89		190		(13	)		228
20%-50% Below cost		3		(1	)		9		—		—			—		3		(1	)		9		3		(1	)		3		—		—			—		3		(1	)		3

Total equity securities		86		(5	)		160		105		(8	)		48		191		(13	)		208		82		(5	)		142		111		(9	)		89		193		(14	)		231

Total for securities in an unrealized loss position	$	10,539	$	(329	)		1,590	$	1,470	$	(99	)		274	$	12,009	$	(428	)		1,864	$	7,626	$	(146	)		1,131	$	1,830	$	(97	)		370	$	9,456	$	(243	)		1,501

Investment grade	$	10,163	$	(318	)		1,390	$	1,172	$	(79	)		216	$	11,335	$	(397	)		1,606	$	7,437	$	(139	)		984	$	1,656	$	(90	)		287	$	9,093	$	(229	)		1,271
Below investment grade		376		(11	)		200		298		(20	)		58		674		(31	)		258		189		(7	)		147		174		(7	)		83		363		(14	)		230

Total for securities in an unrealized loss position	$	10,539	$	(329	)		1,590	$	1,470	$	(99	)		274	$	12,009	$	(428	)		1,864	$	7,626	$	(146	)		1,131	$	1,830	$	(97	)		370	$	9,456	$	(243	)		1,501

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the gross unrealized losses and fair values of our corporate securities, aggregated by investment type and length of time that individual investment securities have been in a continuous unrealized loss position, based on industry, as of ~~March 31,~~September 30, 2017:


	Less than 12 months							12 months or more							Total							Less than 12 months							12 months or more							Total
(Dollar amounts in millions)	Fair value		Gross unrealized losses			Number of securities		Fair value		Gross unrealized losses			Number of securities		Fair value		Gross unrealized losses			Number of securities		Fair value		Gross unrealized losses			Number of securities		Fair value		Gross unrealized losses			Number of securities		Fair value		Gross unrealized losses			Number of securities
Description of Securities
U.S. corporate:
Utilities	$	784	$	(35	)		118	$	21	$	(1	)		4	$	805	$	(36	)		122	$	468	$	(10	)		69	$	104	$	(5	)		17	$	572	$	(15	)		86
Energy		253		(5	)		37		204		(14	)		25		457		(19	)		62		123		(1	)		22		146		(9	)		16		269		(10	)		38
Finance and insurance		1,140		(25	)		151		99		(6	)		14		1,239		(31	)		165		542		(7	)		75		154		(4	)		21		696		(11	)		96
Consumer—non-cyclical		825		(28	)		105		—		—			—		825		(28	)		105		325		(7	)		50		84		(3	)		12		409		(10	)		62
Technology and communications		450		(19	)		62		89		(8	)		13		539		(27	)		75		208		(4	)		30		127		(7	)		19		335		(11	)		49
Industrial		181		(5	)		27		46		(4	)		5		227		(9	)		32		55		(1	)		12		56		(2	)		8		111		(3	)		20
Capital goods		321		(11	)		48		6		(1	)		1		327		(12	)		49		274		(8	)		31		8		(1	)		2		282		(9	)		33
Consumer—cyclical		335		(12	)		43		31		(2	)		5		366		(14	)		48		127		(2	)		18		70		(4	)		9		197		(6	)		27
Transportation		295		(14	)		37		13		—			1		308		(14	)		38		190		(5	)		24		17		(1	)		2		207		(6	)		26
Other		17		(1	)		2		—		—			—		17		(1	)		2		23		(2	)		2		—		—			—		23		(2	)		2

Subtotal, U.S. corporate securities		4,601		(155	)		630		509		(36	)		68		5,110		(191	)		698		2,335		(47	)		333		766		(36	)		106		3,101		(83	)		439

Non-U.S. corporate:
Utilities		232		(8	)		23		14		(1	)		1		246		(9	)		24		227		(4	)		31		19		(1	)		2		246		(5	)		33
Energy		84		(2	)		17		83		(6	)		14		167		(8	)		31		142		(3	)		21		69		(4	)		11		211		(7	)		32
Finance and insurance		265		(5	)		44		27		(2	)		7		292		(7	)		51		324		(3	)		49		50		(2	)		9		374		(5	)		58
Consumer—non-cyclical		238		(9	)		24		—		—			—		238		(9	)		24		131		(2	)		16		34		(1	)		4		165		(3	)		20
Technology and communications		197		(5	)		27		18		(1	)		1		215		(6	)		28		80		(1	)		17		12		(1	)		2		92		(2	)		19
Industrial		91		(2	)		12		46		(2	)		6		137		(4	)		18		67		(1	)		10		11		(1	)		2		78		(2	)		12
Capital goods		66		(1	)		10		28		(2	)		2		94		(3	)		12		34		(1	)		6		34		(1	)		3		68		(2	)		9
Consumer—cyclical		60		(1	)		14		—		—			—		60		(1	)		14		101		(1	)		15		—		—			—		101		(1	)		15
Transportation		95		(5	)		15		25		(1	)		2		120		(6	)		17		61		(1	)		13		32		(2	)		3		93		(3	)		16
Other		165		(3	)		35		57		(3	)		8		222		(6	)		43		395		(5	)		44		—		—			—		395		(5	)		44

Subtotal, non-U.S. corporate securities		1,493		(41	)		221		298		(18	)		41		1,791		(59	)		262		1,562		(22	)		222		261		(13	)		36		1,823		(35	)		258

Total for corporate securities in an unrealized loss position	$	6,094	$	(196	)		851	$	807	$	(54	)		109	$	6,901	$	(250	)		960	$	3,897	$	(69	)		555	$	1,027	$	(49	)		142	$	4,924	$	(118	)		697

As indicated in the tables above, the majority of the securities in a continuous unrealized loss position for less than 12 months were investment grade and less than 20% below cost. These unrealized losses were primarily attributable to ~~increased market volatility,~~increase in interest rates, mostly concentrated in our corporate securities. For securities that have been in a continuous unrealized loss position for less than 12 months, the average fair value percentage below cost was approximately 3%2% as of ~~March 31,~~September 30, 2017.

~~GENWORTH FINANCIAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Fixed Maturity Securities In A Continuous Unrealized Loss Position For 12 Months Or More

Of the ~~$78~~$88 million of unrealized losses on fixed maturity securities in a continuous unrealized loss for 12 months or more that were less than 20% below cost, the weighted-average rating was ~~“BBB”~~“A” and approximately ~~77%~~

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

92% of the unrealized losses were related to investment grade securities as of ~~March 31,~~September 30, 2017. These unrealized losses were predominantly attributable to corporate securities including variable rate securities purchased in a higher rate and lower spread environment. The average fair value percentage below cost for these securities was approximately 5% as of ~~March 31,~~September 30, 2017. ~~See below for additional discussion related to~~As of September 30, 2017, the company did not have any fixed maturity securities that have been in a continuous unrealized loss position for 12 months or more with a fair value that was more than 20% below cost.

The following tables present the concentration of gross unrealized losses and fair values of fixed maturity securities that were more than 20% below cost and in a continuous unrealized loss position for 12 months or more by asset class as of March 31, 2017:

Investment Grade
20% to 50% Greater than 50%
(Dollar amounts in millions)
Fair
value Gross
unrealized
losses % of total
gross
unrealized
losses Number of
securities Fair
value Gross
unrealized
losses % of total
gross
unrealized
losses Number of
securities
Fixed maturity securities:

State and political subdivisions
$ 9 $ (3 ) 1 % 1 $ —   $ —   —   % —
Structured securities:

Other asset-backed
29 (9 ) 2 4 —   —   —   —

Total structured securities
29 (9 ) 2 4 —   —   —   —

Total
$ 38 $ (12 ) 3 % 5 $ —   $ —   —   % —

Below Investment Grade
20% to 50% Greater than 50%
(Dollar amounts in millions)
Fair
value Gross
unrealized
losses % of total
gross
unrealized
losses Number of
securities Fair
value Gross
unrealized
losses % of total
gross
unrealized
losses Number of
securities
Fixed maturity securities:

Non-U.S. government
$ 2 $ (1 ) —   % 1 $ —   $ —   —   % —

Total
$ 2 $ (1 ) —   % 1 $ —   $ —   —   % —

For all securities in an unrealized loss position, we expect to recover the amortized cost based on our estimate of the amount and timing of cash flows to be collected. We do not intend to sell nor do we expect that we will be required to sell these securities prior to recovering our amortized cost. See below for further discussion of gross unrealized losses by asset class.

~~GENWORTH FINANCIAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~Structured Securities~~

Of the $9 million of unrealized losses related to structured securities that have been in an unrealized loss position for 12 months or more and were more than 20% below cost, none related to other-than-temporarily impaired securities where the unrealized losses represented the portion of the other-than-temporary impairment recognized in OCI. The extent and duration of the unrealized loss position on our structured securities was primarily due to credit spreads that have widened since acquisition. Additionally, the fair value of certain structured securities has been impacted from high risk premiums being incorporated into the valuation as a result of the amount of potential losses that may be absorbed by the security in the event of additional deterioration in the U.S. economy.

While we consider the length of time each security had been in an unrealized loss position, the extent of the unrealized loss position and any significant declines in fair value subsequent to the balance sheet date in our evaluation of impairment for each of these individual securities, the primary factor in our evaluation of impairment is the expected performance for each of these securities. Our evaluation of expected performance is based on the historical performance of the associated securitization trust as well as the historical performance of the underlying collateral. Our examination of the historical performance of the securitization trust included consideration of the following factors for each class of securities issued by the trust: (i) the payment history, including failure to make scheduled payments; (ii) current payment status; (iii) current and historical outstanding balances; (iv) current levels of subordination and losses incurred to date; and (v) characteristics of the underlying collateral. Our examination of the historical performance of the underlying collateral included: (i) historical default rates, delinquency rates, voluntary and involuntary prepayments and severity of losses, including recent trends in this information; (ii) current payment status; (iii) loan to collateral value ratios, as applicable; (iv) vintage; and (v) other underlying characteristics such as current financial condition.

We use our assessment of the historical performance of both the securitization trust and the underlying collateral for each security, along with third-party sources, when available, to develop our best estimate of cash flows expected to be collected. These estimates reflect projections for future delinquencies, prepayments, defaults and losses for the assets that collateralize the securitization trust and are used to determine the expected cash flows for our security, based on the payment structure of the trust. Our projection of expected cash flows is primarily based on the expected performance of the underlying assets that collateralize the securitization trust and is not directly impacted by the rating of our security. While we consider the rating of the security as an indicator of the financial condition of the issuer, this factor does not have a significant impact on our expected cash flows for each security. In limited circumstances, our expected cash flows include expected payments from reliable financial guarantors where we believe the financial guarantor will have sufficient assets to pay claims under the financial guarantee when the cash flows from the securitization trust are not sufficient to make scheduled payments. We then discount the expected cash flows using the effective yield of each security to determine the present value of expected cash flows.

Based on this evaluation, the present value of expected cash flows was greater than or equal to the amortized cost for each security. Accordingly, we determined that the unrealized losses on each of our structured securities represented temporary impairments as of March 31, 2017.

Despite the considerable analysis and rigor employed on our structured securities, it is reasonably possible that the underlying collateral of these investments may perform worse than current market expectations. Such events may lead to adverse changes in cash flows on our holdings of structured securities and future write-downs within our portfolio of structured securities.

~~GENWORTH FINANCIAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~State and political subdivisions~~

As indicated above, $3 million of gross unrealized losses were related to a state and political subdivisions fixed maturity security that has been in a continuous loss position for more than 12 months and was greater than 20% below cost. The unrealized loss for this security was 24% below cost, primarily related to widening of credit spreads since acquisition as a result of higher risk premiums being attributed to this security from uncertainty related to special revenues supporting this type of obligation as well as certain securities having longer duration that may be viewed as less desirable in the current market place. Additionally, the fair value of this security class has been negatively impacted as a result of having certain bond insurers associated with the security. In our analysis of impairment for this security, we expect to recover our amortized cost from the cash flows of the underlying security before any guarantee support. However, the existence of these guarantees may negatively impact the value of the debt security in certain instances. We performed an analysis of this security and the underlying activities that are expected to support the cash flows and determined we expect to recover our amortized cost.

~~GENWORTH FINANCIAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~


	Less than 12 months							12 months or more							Total							Less than 12 months							12 months or more							Total
(Dollar amounts in millions)	Fair value		Gross unrealized losses			Number of securities		Fair value		Gross unrealized losses			Number of securities		Fair value		Gross unrealized losses			Number of securities		Fair value		Gross unrealized losses			Number of securities		Fair value		Grossunrealizedlosses			Number of securities		Fair value		Grossunrealizedlosses			Number of securities
Description of Securities
Fixed maturity securities:
U.S. government, agencies and government-sponsored enterprises	$	1,074	$	(50	)		37	$	—	$	—			—	$	1,074	$	(50	)		37	$	1,074	$	(50	)		37	$	—	$	—			—	$	1,074	$	(50	)		37
State and political subdivisions		644		(32	)		109		142		(18	)		12		786		(50	)		121		644		(32	)		109		142		(18	)		12		786		(50	)		121
Non-U.S. government		497		(18	)		51		—		—			—		497		(18	)		51		497		(18	)		51		—		—			—		497		(18	)		51
U.S. corporate		5,221		(190	)		711		662		(49	)		94		5,883		(239	)		805		5,221		(190	)		711		662		(49	)		94		5,883		(239	)		805
Non-U.S. corporate		2,257		(66	)		330		408		(25	)		57		2,665		(91	)		387		2,257		(66	)		330		408		(25	)		57		2,665		(91	)		387
Residential mortgage-backed		725		(11	)		100		58		(1	)		35		783		(12	)		135		725		(11	)		100		58		(1	)		35		783		(12	)		135
Commercial mortgage-backed		1,091		(55	)		168		25		(1	)		9		1,116		(56	)		177		1,091		(55	)		168		25		(1	)		9		1,116		(56	)		177
Other asset-backed		1,069		(13	)		184		328		(22	)		68		1,397		(35	)		252		1,069		(13	)		184		328		(22	)		68		1,397		(35	)		252

Subtotal, fixed maturity securities		12,578		(435	)		1,690		1,623		(116	)		275		14,201		(551	)		1,965		12,578		(435	)		1,690		1,623		(116	)		275		14,201		(551	)		1,965
Equity securities		119		(9	)		182		114		(18	)		47		233		(27	)		229		119		(9	)		182		114		(18	)		47		233		(27	)		229

Total for securities in an unrealized loss position	$	12,697	$	(444	)		1,872	$	1,737	$	(134	)		322	$	14,434	$	(578	)		2,194	$	12,697	$	(444	)		1,872	$	1,737	$	(134	)		322	$	14,434	$	(578	)		2,194

% Below cost—fixed maturity securities:
<20% Below cost	$	12,578	$	(435	)		1,690	$	1,543	$	(90	)		267	$	14,121	$	(525	)		1,957	$	12,578	$	(435	)		1,690	$	1,543	$	(90	)		267	$	14,121	$	(525	)		1,957
20%-50% Below cost		—		—			—		80		(26	)		8		80		(26	)		8		—		—			—		80		(26	)		8		80		(26	)		8
>50% Below cost		—		—			—		—		—			—		—		—			—

Total fixed maturity securities		12,578		(435	)		1,690		1,623		(116	)		275		14,201		(551	)		1,965		12,578		(435	)		1,690		1,623		(116	)		275		14,201		(551	)		1,965

% Below cost—equity securities:
<20% Below cost		118		(8	)		167		101		(14	)		38		219		(22	)		205		118		(8	)		167		101		(14	)		38		219		(22	)		205
20%-50% Below cost		1		(1	)		15		13		(4	)		9		14		(5	)		24		1		(1	)		15		13		(4	)		9		14		(5	)		24

Total equity securities		119		(9	)		182		114		(18	)		47		233		(27	)		229		119		(9	)		182		114		(18	)		47		233		(27	)		229

Total for securities in an unrealized loss position	$	12,697	$	(444	)		1,872	$	1,737	$	(134	)		322	$	14,434	$	(578	)		2,194	$	12,697	$	(444	)		1,872	$	1,737	$	(134	)		322	$	14,434	$	(578	)		2,194

Investment grade	$	12,339	$	(432	)		1,657	$	1,354	$	(108	)		250	$	13,693	$	(540	)		1,907	$	12,339	$	(432	)		1,657	$	1,354	$	(108	)		250	$	13,693	$	(540	)		1,907
Below investment grade		358		(12	)		215		383		(26	)		72		741		(38	)		287		358		(12	)		215		383		(26	)		72		741		(38	)		287

Total for securities in an unrealized loss position	$	12,697	$	(444	)		1,872	$	1,737	$	(134	)		322	$	14,434	$	(578	)		2,194	$	12,697	$	(444	)		1,872	$	1,737	$	(134	)		322	$	14,434	$	(578	)		2,194

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	Less than 12 months							12 months or more							Total							Less than 12 months							12 months or more							Total
(Dollar amounts in millions)	Fair value		Gross unrealized losses			Number of securities		Fair value		Gross unrealized losses			Number of securities		Fair value		Gross unrealized losses			Number of securities		Fair value		Gross unrealized losses			Number of securities		Fair value		Gross unrealized losses			Number of securities		Fair value		Gross unrealized losses			Number of securities
Description of Securities
U.S. corporate:
Utilities	$	855	$	(39	)		130	$	21	$	(2	)		5	$	876	$	(41	)		135	$	855	$	(39	)		130	$	21	$	(2	)		5	$	876	$	(41	)		135
Energy		190		(5	)		30		276		(19	)		38		466		(24	)		68		190		(5	)		30		276		(19	)		38		466		(24	)		68
Finance and insurance		1,438		(38	)		177		113		(8	)		15		1,551		(46	)		192		1,438		(38	)		177		113		(8	)		15		1,551		(46	)		192
Consumer—non-cyclical		921		(34	)		117		—		—			—		921		(34	)		117		921		(34	)		117		—		—			—		921		(34	)		117
Technology and communications		507		(22	)		70		126		(10	)		17		633		(32	)		87		507		(22	)		70		126		(10	)		17		633		(32	)		87
Industrial		226		(7	)		38		77		(7	)		10		303		(14	)		48		226		(7	)		38		77		(7	)		10		303		(14	)		48
Capital goods		322		(12	)		50		6		(1	)		1		328		(13	)		51		322		(12	)		50		6		(1	)		1		328		(13	)		51
Consumer—cyclical		431		(16	)		56		26		(1	)		6		457		(17	)		62		431		(16	)		56		26		(1	)		6		457		(17	)		62
Transportation		302		(16	)		41		17		(1	)		2		319		(17	)		43		302		(16	)		41		17		(1	)		2		319		(17	)		43
Other		29		(1	)		2		—		—			—		29		(1	)		2		29		(1	)		2		—		—			—		29		(1	)		2

Subtotal, U.S. corporate securities		5,221		(190	)		711		662		(49	)		94		5,883		(239	)		805		5,221		(190	)		711		662		(49	)		94		5,883		(239	)		805

Non-U.S. corporate:
Utilities		240		(10	)		32		14		(1	)		1		254		(11	)		33		240		(10	)		32		14		(1	)		1		254		(11	)		33
Energy		105		(3	)		18		91		(9	)		16		196		(12	)		34		105		(3	)		18		91		(9	)		16		196		(12	)		34
Finance and insurance		474		(8	)		79		71		(1	)		16		545		(9	)		95		474		(8	)		79		71		(1	)		16		545		(9	)		95
Consumer—non-cyclical		308		(14	)		30		—		—			—		308		(14	)		30		308		(14	)		30		—		—			—		308		(14	)		30
Technology and communications		232		(9	)		34		28		(1	)		2		260		(10	)		36		232		(9	)		34		28		(1	)		2		260		(10	)		36
Industrial		165		(5	)		21		91		(4	)		10		256		(9	)		31		165		(5	)		21		91		(4	)		10		256		(9	)		31
Capital goods		104		(2	)		14		28		(2	)		2		132		(4	)		16		104		(2	)		14		28		(2	)		2		132		(4	)		16
Consumer—cyclical		90		(2	)		17		—		—			—		90		(2	)		17		90		(2	)		17		—		—			—		90		(2	)		17
Transportation		106		(5	)		16		25		(2	)		2		131		(7	)		18		106		(5	)		16		25		(2	)		2		131		(7	)		18
Other		433		(8	)		69		60		(5	)		8		493		(13	)		77		433		(8	)		69		60		(5	)		8		493		(13	)		77

Subtotal, non-U.S. corporate securities		2,257		(66	)		330		408		(25	)		57		2,665		(91	)		387		2,257		(66	)		330		408		(25	)		57		2,665		(91	)		387

Total for corporate securities in an unrealized loss position	$	7,478	$	(256	)		1,041	$	1,070	$	(74	)		151	$	8,548	$	(330	)		1,192	$	7,478	$	(256	)		1,041	$	1,070	$	(74	)		151	$	8,548	$	(330	)		1,192

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The scheduled maturity distribution of fixed maturity securities as of ~~March 31,~~September 30, 2017 is set forth below. Actual maturities may differ from contractual maturities because issuers of securities may have the right to call or prepay obligations with or without call or prepayment penalties.


(Amounts in millions)	Amortized cost or cost		Fair value		Amortized cost or cost		Fair value
Due one year or less	$	1,755	$	1,776	$	1,943	$	1,966
Due after one year through five years		10,322		10,764		10,901		11,333
Due after five years through ten years		11,969		12,386		12,363		12,933
Due after ten years		22,041		24,741		22,208		25,629

Subtotal		46,087		49,667		47,415		51,861
Residential mortgage-backed		4,139		4,404		3,950		4,209
Commercial mortgage-backed		3,250		3,302		3,346		3,414
Other asset-backed		3,231		3,224		3,052		3,068

Total	$	56,707	$	60,597	$	57,763	$	62,552

As of ~~March 31,~~September 30, 2017, ~~$10,978~~$12,426 million of our investments (excluding mortgage-backed and asset-backed securities) were subject to certain call provisions.

As of ~~March 31,~~September 30, 2017, securities issued by finance and insurance, utilities andconsumer—non-cyclical industry groups represented approximately 23%, ~~14%~~15% and ~~14%~~13%, respectively, of our domestic and foreign corporate fixed maturity securities portfolio. No other industry group comprised more than 10% of our investment portfolio.

As of ~~March 31,~~September 30, 2017, we did not hold any fixed maturity securities in any single issuer, other than securities issued or guaranteed by the U.S. government, which exceeded 10% of stockholders’ equity.

(e) Commercial Mortgage Loans

Our mortgage loans are collateralized by commercial properties, including multi-family residential buildings. The carrying value of commercial mortgage loans is stated at original cost net of principal payments, amortization and allowance for loan losses.

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

We diversify our commercial mortgage loans by both property type and geographic region. The following tables set forth the distribution across property type and geographic region for commercial mortgage loans as of the dates indicated:


	March 31, 2017						December 31, 2016						September 30, 2017						December 31, 2016
(Amounts in millions)	Carrying value			% of total			Carrying value			% of total			Carrying value			% of total			Carrying value			% of total
Property type:
Retail	$	2,181			36	%	$	2,178			36	%	$	2,220			35	%	$	2,178			36	%
Industrial		1,531			25			1,533			25			1,608			26			1,533			25
Office		1,423			23			1,430			23			1,465			23			1,430			23
Apartments		462			8			455			7			489			8			455			7
Mixed use		237			4			245			4			222			4			245			4
Other		287			4			284			5			277			4			284			5

Subtotal		6,121			100	%		6,125			100	%		6,281			100	%		6,125			100	%

Unamortized balance of loan origination fees and costs		(3	)					(2	)					(3	)					(2	)
Allowance for losses		(11	)					(12	)					(10	)					(12	)

Total	$	6,107					$	6,111					$	6,268					$	6,111

	March 31, 2017						December 31, 2016
(Amounts in millions)	Carrying value			% of total			Carrying value			% of total
Geographic region:
South Atlantic	$	1,592			26	%	$	1,546			25	%
Pacific		1,547			25			1,567			27
Middle Atlantic		895			15			915			15
Mountain		543			9			554			9
West North Central		426			7			435			7
East North Central		390			6			388			6
West South Central		319			5			311			5
East South Central		205			4			206			3
New England		204			3			203			3

Subtotal		6,121			100	%		6,125			100	%

Unamortized balance of loan origination fees and costs		(3	)					(2	)
Allowance for losses		(11	)					(12	)

Total	$	6,107					$	6,111


	September 30, 2017						December 31, 2016
(Amounts in millions)	Carrying value			% of total			Carrying value			% of total
Geographic region:
South Atlantic	$	1,620			26	%	$	1,546			25	%
Pacific		1,600			26			1,567			27
Middle Atlantic		904			14			915			15
Mountain		556			9			554			9
West North Central		441			7			435			7
East North Central		386			6			388			6
West South Central		327			5			311			5
New England		237			4			206			3
East South Central		210			3			203			3

Subtotal		6,281			100	%		6,125			100	%

Unamortized balance of loan origination fees and costs		(3	)					(2	)
Allowance for losses		(10	)					(12	)

Total	$	6,268					$	6,111

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following tables set forth the aging of past due commercial mortgage loans by property type as of the dates indicated:


	March 31, 2017																		September 30, 2017
(Amounts in millions)	31 - 60 days past due			61 - 90 days past due			Greater than 90 days past due			Total past due			Current			Total			31 - 60 days past due			61 - 90 days past due			Greater than 90 days past due			Total past due			Current			Total
Property type:
Retail	$	—		$	—		$	—		$	—		$	2,181		$	2,181		$	—		$	—		$	—		$	—		$	2,220		$	2,220
Industrial		—			—			—			—			1,531			1,531			—			—			—			—			1,608			1,608
Office		—			—			—			—			1,423			1,423			6			—			—			6			1,459			1,465
Apartments		—			—			—			—			462			462			—			—			—			—			489			489
Mixed use		—			—			—			—			237			237			—			—			—			—			222			222
Other		—			—			—			—			287			287			—			—			—			—			277			277

Total recorded investment	$	—		$	—		$	—		$	—		$	6,121		$	6,121		$	6		$	—		$	—		$	6		$	6,275		$	6,281

% of total commercial mortgage loans		—	%		—	%		—	%		—	%		100	%		100	%		—	%		—	%		—	%		—	%		100	%		100	%

	December 31, 2016
(Amounts in millions)	31 - 60 days past due			61 - 90 days past due			Greater than 90 days past due			Total past due			Current			Total
Property type:
Retail	$	—		$	—		$	—		$	—		$	2,178		$	2,178
Industrial		1			—			12			13			1,520			1,533
Office		—			—			—			—			1,430			1,430
Apartments		—			—			—			—			455			455
Mixed use		—			—			—			—			245			245
Other		—			—			—			—			284			284

Total recorded investment	$	1		$	—		$	12		$	13		$	6,112		$	6,125

% of total commercial mortgage loans		—	%		—	%		—	%		—	%		100	%		100	%


	December 31, 2016
(Amounts in millions)	31 - 60 days past due			61 - 90 days past due			Greater than 90 days past due			Total past due			Current			Total
Property type:
Retail	$	—		$	—		$	—		$	—		$	2,178		$	2,178
Industrial		1			—			12			13			1,520			1,533
Office		—			—			—			—			1,430			1,430
Apartments		—			—			—			—			455			455
Mixed use		—			—			—			—			245			245
Other		—			—			—			—			284			284

Total recorded investment	$	1		$	—		$	12		$	13		$	6,112		$	6,125

% of total commercial mortgage loans		—	%		—	%		—	%		—	%		100	%		100	%

As of ~~March 31,~~September 30, 2017 and December 31, 2016, we had no commercial mortgage loans that were past due for more than 90 days and still accruing interest. As of September 30, 2017, we had one commercial mortgage loan past due for less than 90 days onnon-accrual status due to the borrower filing for bankruptcy in September 2017. We ~~also~~ did not have any commercial mortgage loans that were past due for less than 90 days onnon-accrual status as of ~~March 31, 2017 and~~ December 31, 2016.

We evaluate the impairment of commercial mortgage loans on an individual loan basis. As of ~~March 31,~~September 30, 2017, ~~we have no~~none of our commercial mortgage loans were greater than 90 days past ~~due and have no loans that are individually impaired.~~due.

During the ~~three~~nine months ended ~~March 31,~~September 30, 2017 and the year ended December 31, 2016, we modified or extended 27 and 16 commercial mortgage loans, respectively, with a total carrying value of $2$19 million and $85 million, respectively. All of these modifications or extensions were based on current market interest rates, did not result in any forgiveness in the outstanding principal amount owed by the borrower, except during the year ended December 31, 2016, one loan with a carrying value of $1 million at the time of modification was considered a troubled debt restructuring. This loan was sold in the fourth quarter of 2016.

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table sets forth the allowance for credit losses and recorded investment in commercial mortgage loans as of or for the periods indicated:


	Three months ended March 31,					Three months ended September 30,				Nine months ended September 30,
(Amounts in millions)	2017			2016		2017		2016		2017			2016
Allowance for credit losses:
Beginning balance	$	12		$	15	$	10	$	13	$	12		$	15
Charge-offs		—			—		—		—		—			(4	)
Recoveries		—			—		—		—		—			—
Provision		(1	)		—		—		—		(2	)		2

Ending balance	$	11		$	15	$	10	$	13	$	10		$	13

Ending allowance for individually impaired loans	$	—		$	—	$	—	$	—	$	—		$	—

Ending allowance for loans not individually impaired that were evaluated collectively for impairment	$	11		$	15	$	10	$	13	$	10		$	13

Recorded investment:
Ending balance	$	6,121		$	6,196	$	6,281	$	6,032	$	6,281		$	6,032

Ending balance of individually impaired loans	$	—		$	19	$	—	$	17	$	—		$	17

Ending balance of loans not individually impaired that were evaluated collectively for impairment	$	6,121		$	6,177	$	6,281	$	6,015	$	6,281		$	6,015

As of ~~March 31,~~September 30, 2017, we had no individually impaired commercial mortgage loans. As of ~~March 31,~~September 30, 2016, we had ~~two~~ individually impaired commercial mortgage ~~loans. One loan was~~loans included within the ~~office~~retail property type with a recorded investment of $5 million, an unpaid principal balance of $6$7 million, charge-offs of $2 million and ~~charge-offs of $1 million. The other loan was included within the industrial property type with a~~an average recorded investment of ~~$14 million, an unpaid principal balance of $15 million and charge-offs of $1~~$3 million. As of December 31, 2016, we had one individually impaired loan within the industrial property type with a recorded investment of $12 million, an unpaid principal balance of $15 million and charge-offs of $3 million.

In evaluating the credit quality of commercial mortgage loans, we assess the performance of the underlying loans using both quantitative and qualitative criteria. Certain risks associated with commercial mortgage loans can be evaluated by reviewing both theloan-to-value and debt service coverage ratio to understand both the probability of the borrower not being able to make the necessary loan payments as well as the ability to sell the underlying property for an amount that would enable us to recover our unpaid principal balance in the event of default by the borrower. The averageloan-to-value ratio is based on our most recent estimate of the fair value for the underlying property which is evaluated at least annually and updated more frequently if necessary to better indicate risk associated with the loan. A lowerloan-to-value indicates that our loan value is more likely to be recovered in the event of default by the borrower if the property was sold. The debt service coverage ratio is based on “normalized” annual income of the property compared to the payments required under the terms of the loan. Normalization allows for the removal of annualone-time events such as capital expenditures, prepaid or late real estate tax payments ornon-recurring third-party fees (such as legal, consulting or contract fees). This ratio is evaluated at least annually and updated more frequently if necessary to better indicate risk associated with the loan. A higher debt service coverage ratio indicates the borrower is less likely to default on the loan. The debt service coverage ratio should not be used without considering other factors associated with the borrower, such as

~~GENWORTH FINANCIAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

the borrower’s liquidity or access to other resources that may result in our expectation that the borrower will continue to make the future scheduled payments.

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following tables set forth theloan-to-value of commercial mortgage loans by property type as of the dates indicated:

   March 31, 2017
(Amounts in millions)
   0% - 50% 51% - 60% 61% - 75% 76% - 100% Greater than
100% Total
Property type:

Retail
   $ 722 $ 530 $ 918 $ 11 $ —   $ 2,181
Industrial
   607 428 494 2 —   1,531
Office
   429 312 653 29 —   1,423
Apartments
   189 91 177 5 —   462
Mixed use
   64 86 87 —   —   237
Other
   62 15 210 —   —   287


Total recorded investment
   $ 2,073 $ 1,462 $ 2,539 $ 47 $ —   $ 6,121


% of total
   34 % 24 % 41 % 1 % —   % 100 %


Weighted-average debt service coverage ratio
   2.21 1.88 1.61 0.89 —   1.87


	December 31, 2016																		September 30, 2017
(Amounts in millions)	0% - 50%			51% - 60%			61% - 75%			76% - 100%			Greater than 100%⁽¹⁾			Total			0% - 50%			51% - 60%			61% - 75%			76% - 100%			Greaterthan 100%⁽¹⁾			Total
Property type:
Retail	$	743		$	511		$	913		$	11		$	—		$	2,178		$	933		$	499		$	788		$	—		$	—		$	2,220
Industrial		605			430			484			14			—			1,533			747			356			503			2			—			1,608
Office		431			310			656			26			7			1,430			583			393			473			14			2			1,465
Apartments		188			89			173			5			—			455			236			105			143			5			—			489
Mixed use		67			87			91			—			—			245			101			59			62			—			—			222
Other		60			30			194			—			—			284			68			29			180			—			—			277

Total recorded investment	$	2,094		$	1,457		$	2,511		$	56		$	7		$	6,125		$	2,668		$	1,441		$	2,149		$	21		$	2		$	6,281

% of total		34	%		24	%		41	%		1	%		—	%		100	%		43	%		23	%		34	%		—	%		—	%		100	%

Weighted-average debt service coverage ratio		2.20			1.88			1.61			0.80			(0.07	)		1.87			2.65			1.85			1.60			0.63			1.04			2.10

⁽¹⁾	Included a loan with a recorded investment of $2 million in good standing, where the borrower continued to make timely payments, with aloan-to-value of 103%. We evaluated this loan on an individual basis and as it is in good standing, the current recorded investment is expected to be recoverable.


	December 31, 2016
(Amounts in millions)	0% - 50%			51% - 60%			61% - 75%			76% - 100%			Greaterthan 100%⁽¹⁾			Total
Property type:
Retail	$	743		$	511		$	913		$	11		$	—		$	2,178
Industrial		605			430			484			14			—			1,533
Office		431			310			656			26			7			1,430
Apartments		188			89			173			5			—			455
Mixed use		67			87			91			—			—			245
Other		60			30			194			—			—			284

Total recorded investment	$	2,094		$	1,457		$	2,511		$	56		$	7		$	6,125

% of total		34	%		24	%		41	%		1	%		—	%		100	%

Weighted-average debt service coverage ratio		2.20			1.88			1.61			0.80			(0.07	)		1.87

⁽¹⁾	Included a loan with a recorded investment of $7 million in good standing, where the borrower continued to make timely payments, with aloan-to-value of 105%. We evaluated this loan on an individual basis and as it is in good standing, the current recorded investment is expected to be recoverable.

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following tables set forth the debt service coverage ratio for fixed rate commercial mortgage loans by property type as of the dates indicated:


	March 31, 2017																		September 30, 2017
(Amounts in millions)	Less than 1.00			1.00 - 1.25			1.26 - 1.50			1.51 - 2.00			Greater than 2.00			Total			Less than 1.00			1.00 - 1.25			1.26 - 1.50			1.51 - 2.00			Greater than 2.00			Total
Property type:
Retail	$	61		$	198		$	433		$	915		$	574		$	2,181		$	43		$	242		$	298		$	999		$	638		$	2,220
Industrial		52			109			237			635			498			1,531			24			63			180			679			662			1,608
Office		84			115			175			610			439			1,423			72			67			151			521			654			1,465
Apartments		19			21			44			226			152			462			—			20			75			193			201			489
Mixed use		2			6			19			127			83			237			2			4			26			86			104			222
Other		1			147			54			65			20			287			1			149			15			72			40			277

Total recorded investment	$	219		$	596		$	962		$	2,578		$	1,766		$	6,121		$	142		$	545		$	745		$	2,550		$	2,299		$	6,281

% of total		4	%		10	%		16	%		41	%		29	%		100	%		2	%		9	%		12	%		40	%		37	%		100	%

Weighted-average loan-to-value		59	%		60	%		59	%		58	%		45	%		55	%		57	%		60	%		58	%		57	%		41	%		52	%


	December 31, 2016
(Amounts in millions)	Less than 1.00			1.00 - 1.25			1.26 - 1.50			1.51 - 2.00			Greater than 2.00			Total
Property type:
Retail	$	67		$	204		$	425		$	899		$	583		$	2,178
Industrial		71			113			236			599			514			1,533
Office		91			117			172			609			441			1,430
Apartments		19			22			44			217			153			455
Mixed use		2			9			19			128			87			245
Other		1			148			60			55			20			284

Total recorded investment	$	251		$	613		$	956		$	2,507		$	1,798		$	6,125

% of total		4	%		10	%		16	%		41	%		29	%		100	%

Weighted-average loan-to-value		61	%		60	%		59	%		58	%		45	%		55	%


	December 31, 2016
(Amounts in millions)	Less than 1.00			1.00 - 1.25			1.26 - 1.50			1.51 - 2.00			Greater than 2.00			Total
Property type:
Retail	$	67		$	204		$	425		$	899		$	583		$	2,178
Industrial		71			113			236			599			514			1,533
Office		91			117			172			609			441			1,430
Apartments		19			22			44			217			153			455
Mixed use		2			9			19			128			87			245
Other		1			148			60			55			20			284

Total recorded investment	$	251		$	613		$	956		$	2,507		$	1,798		$	6,125

% of total		4	%		10	%		16	%		41	%		29	%		100	%

Weighted-averageloan-to-value		61	%		60	%		59	%		58	%		45	%		55	%

As of ~~March 31,~~September 30, 2017 and December 31, 2016, we did not have any floating rate commercial mortgage loans.

(f) Restricted Commercial Mortgage Loans Related To Securitization Entities

We have a consolidated securitization entity that holds commercial mortgage loans that are recorded as restricted commercial mortgage loans related to securitization entities.

(g) Restricted Other Invested Assets Related To Securitization Entities

We ~~have~~previously had consolidated securitization entities that ~~hold~~held certain investments that ~~are~~were recorded as restricted other invested assets related to securitization entities. The consolidated securitization entities ~~hold~~held certain investments as trading securities ~~and~~ whereby the changes in fair value ~~are~~were recorded in current period ~~income. The trading securities comprise asset-backed securities, including highly rated bonds that are primarily backed by credit card receivables.~~

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

income (loss). The trading securities comprised asset-backed securities, including highly rated bonds that were primarily backed by credit card receivables. In 2017, these trading securities were sold as we repositioned these assets in connection with the maturity of the associated liabilities.

(h) Limited Partnerships or Similar Entities

Investments in partnerships or similar entities are generally considered VIEs when the equity group lacks sufficient financial control. Generally, these investments are limited partner ornon-managing member equity investments in a widely held fund that is sponsored and managed by a reputable asset manager. We are not the primary beneficiary of any VIE investment in a limited partnership or similar entity. As of ~~March 31,~~September 30, 2017 and December 31, 2016, the total carrying value of these investments was ~~$188~~$208 million and $178 million, respectively. Our maximum exposure to loss is equal to the outstanding carrying value and future funding commitments. We have not contributed, and do not plan to contribute, any additional financial or other support outside of what is contractually obligated.

(5) Derivative Instruments

Our business activities routinely deal with fluctuations in interest rates, equity prices, currency exchange rates and other asset and liability prices. We use derivative instruments to mitigate or reduce certain of these risks. We have established policies for managing each of these risks, including prohibitions on derivatives market-making and other speculative derivatives activities. These policies require the use of derivative instruments in concert with other techniques to reduce or mitigate these risks. While we use derivatives to mitigate or reduce risks, certain derivatives do not meet the accounting requirements to be designated as hedging instruments and are denoted as “derivatives not designated as hedges” in the following disclosures.

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table sets forth our positions in derivative instruments as of the dates indicated:


	Derivative assets					Derivative liabilities
		Fair value					Fair value				Derivative assets					Derivative liabilities
												Fair value						Fair value
(Amounts in millions)	Balance sheet classification	March 31, 2017		December 31, 2016		Balance sheet classification	March 31, 2017		December 31, 2016		Balance sheet classification	September 30,2017⁽⁵⁾		December 31, 2016		Balance sheet classification		September 30,2017⁽⁵⁾		December 31, 2016
Derivatives designated as hedges
Cash flow hedges:
Interest rate swaps	Other invested assets	$	227	$	237	Other liabilities	$	241	$	203	Other invested assets	$	70	$	237		Other liabilities	$	39	$	203
Foreign currency swaps	Other invested assets		4		4	Other liabilities		—		—	Other invested assets		2		4		Other liabilities		—		—

Total cash flow hedges			231		241			241		203			72		241				39		203

Total derivatives designated as hedges			231		241			241		203			72		241				39		203

Derivatives not designated as hedges
Interest rate swaps	Other invested assets		338		359	Other liabilities		132		146	Other invested assets		—		359		Other liabilities		—		146
Foreign currency swaps	Other invested assets		1		—	Other liabilities		3		5	Other invested assets		10		—		Other liabilities		—		5
Credit default swaps related to securitization entities	Restricted other invested assets		—		—	Other liabilities		1		1	Restricted other invested assets		—		—		Other liabilities		—		1
Equity index options	Other invested assets		77		72	Other liabilities		—		—	Other invested assets		81		72		Other liabilities		—		—
Financial futures	Other invested assets		—		—	Other liabilities		—		—	Other invested assets		—		—		Other liabilities		—		—
Equity return swaps	Other invested assets		—		1	Other liabilities		5		1	Other invested assets		—		1		Other liabilities		2		1
Other foreign currency contracts	Other invested assets		28		35	Other liabilities		26		27	Other invested assets		98		35		Other liabilities		23		27
GMWB embedded derivatives	Reinsurance recoverable⁽¹⁾		15		16	Policyholder account balances⁽²⁾		275		303	Reinsurance recoverable⁽¹⁾		14		16		Policyholder account balances⁽²⁾		257		303
Fixed index annuity embedded derivatives	Other assets		—		—	Policyholder account balances⁽³⁾		361		344	Other assets		—		—		Policyholder account balances⁽³⁾		394		344
Indexed universal life embedded derivatives	Reinsurance recoverable		—		—	Policyholder account balances⁽⁴⁾		12		11	Reinsurance recoverable		—		—		Policyholder account balances⁽⁴⁾		14		11

Total derivatives not designated as hedges			459		483			815		838			203		483				690		838

Total derivatives		$	690	$	724		$	1,056	$	1,041		$	275	$	724			$	729	$	1,041

⁽¹⁾	Represents embedded derivatives associated with the reinsured portion of our guaranteed minimum withdrawal benefits (“GMWB”) liabilities.

⁽²⁾	Represents the embedded derivatives associated with our GMWB liabilities, excluding the impact of reinsurance.

⁽³⁾	Represents the embedded derivatives associated with our fixed index annuity liabilities.

⁽⁴⁾	Represents the embedded derivatives associated with our indexed universal life liabilities.

⁽⁵⁾

In the third quarter of 2017, recent central clearing parties rule changes impacted our accounting treatment for variation margin pertaining to cleared swap positions, which was previously considered cash collateral and is now treated as daily settlements of the derivative contract. The change reduced the value of our derivative assets and derivative liabilities by $509 million and $274 million, respectively, in the third quarter of 2017.

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The fair value of derivative positions presented above was not offset by the respective collateral amounts retained or provided under these agreements.

The activity associated with derivative instruments can generally be measured by the change in notional value over the periods presented. However, for GMWB, fixed index annuity embedded derivatives and indexed

~~GENWORTH FINANCIAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

universal life embedded derivatives, the change between periods is best illustrated by the number of policies. The following tables represent activity associated with derivative instruments as of the dates indicated:


(Notional in millions)		Measurement		December 31, 2016		Additions		Maturities/ terminations			March 31, 2017		Measurement		December 31, 2016		Additions		Maturities/ terminations			September 30, 2017
Derivatives designated as hedges	Derivatives designated as hedges
Cash flow hedges:
Interest rate swaps			Notional	$	11,570	$	—	$	(71	)	$	11,499		Notional	$	11,570	$	—	$	(306	)	$	11,264
Foreign currency swaps			Notional		22		—		—			22		Notional		22		—		—			22

Total cash flow hedges					11,592		—		(71	)		11,521				11,592		—		(306	)		11,286

Total derivatives designated as hedges					11,592		—		(71	)		11,521				11,592		—		(306	)		11,286

Derivatives not designated as hedges
Interest rate swaps			Notional		4,679		—		—			4,679		Notional		4,679		—		—			4,679
Foreign currency swaps			Notional		201		29		—			230		Notional		201		95		(14	)		282
Credit default swaps			Notional		39		—		—			39		Notional		39		—		—			39
Credit default swaps related to securitization entities			Notional		312		—		—			312		Notional		312		—		(200	)		112
Equity index options			Notional		2,396		523		(443	)		2,476		Notional		2,396		1,584		(1,484	)		2,496
Financial futures			Notional		1,398		1,509		(1,449	)		1,458		Notional		1,398		4,300		(4,376	)		1,322
Equity return swaps			Notional		165		103		(150	)		118		Notional		165		186		(258	)		93
Other foreign currency contracts			Notional		3,130		484		(221	)		3,393		Notional		3,130		2,163		(691	)		4,602

Total derivatives not designated as hedges					12,320		2,648		(2,263	)		12,705				12,320		8,328		(7,023	)		13,625

Total derivatives				$	23,912	$	2,648	$	(2,334	)	$	24,226			$	23,912	$	8,328	$	(7,329	)	$	24,911


(Number of policies)		Measurement		December 31, 2016		Additions		Maturities/ terminations			March 31, 2017
Derivatives not designated as hedges
GMWB embedded derivatives			Policies		33,238		—		(751	)		32,487
Fixed index annuity embedded derivatives			Policies		17,549		—		(125	)		17,424
Indexed universal life embedded derivatives			Policies		1,074		1		(22	)		1,053


(Number of policies)	Measurement		December 31, 2016		Additions		Maturities/ terminations			September 30, 2017
Derivatives not designated as hedges
GMWB embedded derivatives		Policies		33,238		—		(2,127	)		31,111
Fixed index annuity embedded derivatives		Policies		17,549		—		(367	)		17,182
Indexed universal life embedded derivatives		Policies		1,074		1		(66	)		1,009

Cash Flow Hedges

Certain derivative instruments are designated as cash flow hedges. The changes in fair value of these instruments are recorded as a component of OCI. We designate and account for the following as cash flow hedges when they have met the effectiveness requirements: (i) various types of interest rate swaps to convert floating rate investments to fixed rate investments; (ii) various types of interest rate swaps to convert floating rate liabilities into fixed rate liabilities; (iii) receive U.S. dollar fixed on foreign currency swaps to hedge the foreign currency cash flow exposure of foreign currency denominated investments; (iv) forward starting interest rate

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

swaps to hedge against changes in interest rates associated with future fixed rate bond purchases and/or interest income; (v) forward bond purchase commitments to hedge against the variability in the anticipated cash flows required to purchase future fixed rate bonds; and (vi) other instruments to hedge the cash flows of various forecasted transactions.

~~GENWORTH FINANCIAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

The following table provides information about thepre-tax income (loss) effects of cash flow hedges for the three months ended ~~March 31,~~September 30, 2017:


(Amounts in millions)	Gain (loss) recognized in OCI			Gain (loss) reclassified into net income from OCI		Classification of gain (loss) reclassified into net income	Gain (loss) recognized in net income⁽¹⁾		Classification of gain (loss) recognized in net income	Gain (loss) recognized in OCI			Gain (loss) reclassified into net income (loss) from OCI		Classification of gain (loss) reclassified into net income (loss)		Gain (loss)recognized innet income (loss)⁽¹⁾		Classification of gain (loss) recognized in net income (loss)

Interest rate swaps hedging assets	$	(49	)	$	30	Net investment income	$	—	Net investment gains (losses)	$	17		$	34		Net investment income	$	—		Net investment gains (losses)

Interest rate swaps hedging assets		—			1	Net investment gains (losses)		—	Net investment gains (losses)

Interest rate swaps hedging liabilities		4			—	Interest expense		—	Net investment gains (losses)
Foreign currency swaps											(1	)		—		Net investment income		—		Net investment gains (losses)

Total	$	(45	)	$	31		$	—		$	16		$	34			$	—

⁽¹⁾	Represents ineffective portion of cash flow hedges as there were no amounts excluded from the measurement of effectiveness.

The following table provides information about thepre-tax income (loss) effects of cash flow hedges for the three months ended ~~March 31,~~September 30, 2016:


(Amounts in millions)	Gain (loss) recognized in OCI			Gain (loss) reclassified into net income from OCI		Classification of gain (loss) reclassified into net income	Gain (loss) recognized in net income⁽¹⁾		Classification of gain (loss) recognized in net income	Gain (loss) recognized in OCI			Gain (loss) reclassified into net income (loss) from OCI		Classification of gain (loss) reclassified into net income (loss)		Gain (loss)recognized innet income (loss)⁽¹⁾		Classification of gain (loss) recognized in net income (loss)
Interest rate swaps hedging assets	$	457		$	25	Net investment income	$	6	Net investment gains (losses)	$	115		$	27		Net investment income	$	2		Net investment gains (losses)
Interest rate swaps hedging assets		—			1	Net investment gains (losses)		—	Net investment gains (losses)
Interest rate swaps hedging liabilities		(31	)		—	Interest expense		—	Net investment gains (losses)		(2	)		—		Interest expense		—		Net investment gains (losses)
Inflation indexed swaps		(3	)		2	Net investment income		—	Net investment gains (losses)
Forward currency swaps		(1	)		—	Net investment income		—	Net investment gains (losses)
Foreign currency swaps											(1	)		—		Net investment income		—		Net investment gains (losses)

Total	$	422		$	28		$	6		$	112		$	27			$	2

⁽¹⁾	Represents ineffective portion of cash flow hedges as there were no amounts excluded from the measurement of effectiveness.

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table provides information about thepre-tax income (loss) effects of cash flow hedges for the nine months ended September 30, 2017:


(Amounts in millions)	Gain (loss) recognized in OCI			Gain (loss) reclassified into net income (loss) from OCI		Classification of gain (loss) reclassified into net income (loss)		Gain (loss)recognized innet income (loss)⁽¹⁾		Classification of gain (loss) recognized in net income (loss)
Interest rate swaps hedging assets	$	50		$	95		Net investment income	$	—		Net investment gains (losses)
Interest rate swaps hedging assets		—			2		Net investment gains (losses)		—		Net investment gains (losses)
Interest rate swaps hedging liabilities		(2	)		—		Interest expense		—		Net investment gains (losses)
Foreign currency swaps		(2	)		—		Net investment income		—		Net investment gains (losses)

Total	$	46		$	97			$	—

⁽¹⁾	Represents ineffective portion of cash flow hedges as there were no amounts excluded from the measurement of effectiveness.

The following table provides information about thepre-tax income (loss) effects of cash flow hedges for the nine months ended September 30, 2016:


(Amounts in millions)	Gain (loss) recognized in OCI			Gain (loss) reclassified into net income (loss) from OCI		Classification of gain (loss) reclassified into net income (loss)		Gain (loss)recognized innet income (loss)⁽¹⁾		Classification of gain (loss) recognized in net income (loss)
Interest rate swaps hedging assets	$	839		$	80		Net investment income	$	13		Net investment gains (losses)
Interest rate swaps hedging assets		—			1		Net investment gains (losses)		—		Net investment gains (losses)
Interest rate swaps hedging liabilities		(52	)		—		Interest expense		—		Net investment gains (losses)
Inflation indexed swaps		(5	)		2		Net investment income		—		Net investment gains (losses)
Inflation indexed swaps		—			7		Net investment gains (losses)		—		Net investment gains (losses)
Foreign currency swaps		(2	)		—		Net investment income		—		Net investment gains (losses)

Total	$	780		$	90			$	13

⁽¹⁾	Represents ineffective portion of cash flow hedges as there were no amounts excluded from the measurement of effectiveness.

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following tables provide a reconciliation of current period changes, net of applicable income taxes, for these designated derivatives presented in the separate component of stockholders’ equity labeled “derivatives qualifying as hedges,” for the periods indicated:

   Three months
ended March 31,
(Amounts in millions)
   2017    2016
Derivatives qualifying as effective accounting hedges as of January 1
   $ 2,085    $ 2,045
Current period increases (decreases) in fair value, net of deferred taxes of $16 and $(147)
   (29 )    275
Reclassification to net (income), net of deferred taxes of $11 and $10
   (20 )    (18 )




Derivatives qualifying as effective accounting hedges as of March 31
   $ 2,036    $ 2,302


	Three months ended September 30,
(Amounts in millions)	2017			2016
Derivatives qualifying as effective accounting hedges as of July 1	$	2,064		$	2,439
Current period increases (decreases) in fair value, net of deferred taxes of $(6) and $(40)		10			72
Reclassification to net (income), net of deferred taxes of $12 and $9		(22	)		(18	)

Derivatives qualifying as effective accounting hedges as of September 30	$	2,052		$	2,493


	Nine months ended September 30,
(Amounts in millions)	2017			2016
Derivatives qualifying as effective accounting hedges as of January 1	$	2,085		$	2,045
Current period increases (decreases) in fair value, net of deferred taxes of $(17) and $(273)		29			507
Reclassification to net (income), net of deferred taxes of $35 and $31		(62	)		(59	)

Derivatives qualifying as effective accounting hedges as of September 30	$	2,052		$	2,493

The total of derivatives designated as cash flow hedges of ~~$2,036~~$2,052 million, net of taxes, recorded in stockholders’ equity as of ~~March 31,~~September 30, 2017 is expected to be reclassified to net income (loss) in the future, concurrently with and primarily offsetting changes in interest expense and interest income on floating rate instruments and interest income on future fixed rate bond purchases. Of this amount, ~~$89~~$95 million, net of taxes, is expected to be reclassified to net income (loss) in the next 12 months. Actual amounts may vary from this amount as a result of market conditions. All forecasted transactions associated with qualifying cash flow hedges are expected to occur by 2057. During the ~~three~~nine months ended ~~March 31,~~September 30, 2017, there was approximately $1$2 million reclassified to net income (loss) in connection with forecasted transactions that were no longer considered probable of occurring.

~~Fair Value Hedges~~

Certain derivative instruments are designated as fair value hedges. The changes in fair value of these instruments are recorded in net income. In addition, changes in the fair value attributable to the hedged portion of the underlying instrument are reported in net income. We designate and account for the following as fair value hedges when they have met the effectiveness requirements: (i) interest rate swaps to convert fixed rate liabilities into floating rate liabilities; (ii) cross currency swaps to convert non-U.S. dollar fixed rate liabilities to floating rate U.S. dollar liabilities; and (iii) other instruments to hedge various fair value exposures of investments.

~~We did not have any fair value hedges as of March 31, 2017 and 2016.~~

Derivatives Not Designated As Hedges

We also enter into certainnon-qualifying derivative instruments such as: (i) interest rate swaps and financial futures to mitigate interest rate risk as part of managing regulatory capital positions; (ii) credit default swaps to enhance yield and reproduce characteristics of investments with similar terms and credit risk; (iii) equity index options, equity return swaps, interest rate swaps and financial futures to mitigate the risks associated with liabilities that have guaranteed minimum benefits, fixed index annuities and indexed universal life; (iv) interest rate swaps where the hedging relationship does not qualify for hedge accounting; (v) credit default swaps to mitigate loss exposure to certain credit risk; (vi) foreign currency swaps, options and forward contracts to mitigate currency risk associated withnon-functional currency investments held by certain foreign subsidiaries and future dividends or other cash flows from certain foreign subsidiaries to our holding company; and (vii) equity index options to mitigate certain macroeconomic risks associated with certain foreign subsidiaries. Additionally, we provide GMWBs on certain variable annuities that are required to be bifurcated as embedded

~~GENWORTH FINANCIAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

derivatives. We also offer fixed index annuity and indexed universal life products and have reinsurance agreements with certain features that are required to be bifurcated as embedded derivatives.

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

We also have derivatives related to securitization entities where we were required to consolidate the related securitization entity as a result of our involvement in the structure. The counterparties for these derivatives typically only have recourse to the securitization entity. The interest rate swaps used for these entities are typically used to effectively convert the interest payments on the assets of the securitization entity to the same basis as the interest rate on the borrowings issued by the securitization entity. Credit default swaps are utilized in certain securitization entities to enhance the yield payable on the borrowings issued by the securitization entity and also include a settlement feature that allows the securitization entity to provide the par value of assets in the securitization entity for the amount of any losses incurred under the credit default swap.

The following tables provide thepre-tax gain (loss) recognized in net income (loss) for the effects of derivatives not designated as hedges for the periods indicated:


	Three months ended March 31,						Classification of gain (loss) recognized in net income	Three months ended September 30,						Classification of gain (loss) recognized in net income (loss)
(Amounts in millions)	2017			2016			Classification of gain (loss) recognized in net income	2017			2016
Interest rate swaps	$	2		$	15		Net investment gains (losses)	$	1		$	(1	)	Net investment gains (losses)
Interest rate swaps related to securitization entities		—			(5	)	Net investment gains (losses)
Credit default swaps		—			(1	)	Net investment gains (losses)
Credit default swaps related to securitization entities		2			9		Net investment gains (losses)		2			2		Net investment gains (losses)
Equity index options		13			(3	)	Net investment gains (losses)		16			9		Net investment gains (losses)
Financial futures		(17	)		7		Net investment gains (losses)		(17	)		(35	)	Net investment gains (losses)
Equity return swaps		(8	)		2		Net investment gains (losses)		(5	)		(9	)	Net investment gains (losses)
Other foreign currency contracts		(5	)		(2	)	Net investment gains (losses)		40			(2	)	Net investment gains (losses)
Foreign currency swaps		3			10		Net investment gains (losses)		8			(1	)	Net investment gains (losses)
GMWB embedded derivatives		33			(78	)	Net investment gains (losses)		30			60		Net investment gains (losses)
Fixed index annuity embedded derivatives		(20	)		3		Net investment gains (losses)		(21	)		(16	)	Net investment gains (losses)
Indexed universal life embedded derivatives		1			2		Net investment gains (losses)		2			3		Net investment gains (losses)

Total derivatives not designated as hedges	$	4		$	(41	)		$	56		$	10


	Nine months ended September 30,						Classification of gain (loss) recognized in net income (loss)
(Amounts in millions)	2017			2016
Interest rate swaps	$	2		$	7		Net investment gains (losses)
Interest rate swaps related to securitization entities		—			(10	)	Net investment gains (losses)
Credit default swaps related to securitization entities		6			16		Net investment gains (losses)
Equity index options		42			5		Net investment gains (losses)
Financial futures		(25	)		(9	)	Net investment gains (losses)
Equity return swaps		(19	)		(2	)	Net investment gains (losses)
Other foreign currency contracts		66			(6	)	Net investment gains (losses)
Foreign currency swaps		13			6		Net investment gains (losses)
GMWB embedded derivatives		64			(58	)	Net investment gains (losses)
Fixed index annuity embedded derivatives		(57	)		(22	)	Net investment gains (losses)
Indexed universal life embedded derivatives		5			6		Net investment gains (losses)

Total derivatives not designated as hedges	$	97		$	(67	)

Derivative Counterparty Credit Risk

Most of our derivative arrangements require the posting of collateral by the counterparty upon meeting certain net exposure thresholds. For derivatives related to securitization entities, there are no arrangements that require either party to provide collateral and the recourse of the derivative counterparty is typically limited to the assets held by the securitization entity and there is no recourse to any entity other than the securitization entity.

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents additional information about derivative assets and liabilities subject to an enforceable master netting arrangement as of the dates indicated:


	March 31, 2017									December 31, 2016									September 30, 2017									December 31, 2016
(Amounts in millions)	Derivatives assets⁽¹⁾			Derivatives liabilities⁽²⁾			Net derivatives			Derivatives assets⁽¹⁾			Derivatives liabilities⁽²⁾			Net derivatives			Derivativesassets⁽¹⁾			Derivativesliabilities⁽²⁾			Net derivatives			Derivativesassets⁽¹⁾			Derivativesliabilities⁽²⁾			Net derivatives
Amounts presented in the balance sheet:
Gross amounts recognized	$	711		$	436		$	275		$	724		$	387		$	337		$	262		$	66		$	196		$	724		$	387		$	337
Gross amounts offset in the balance sheet		—			—			—			—			—			—			—			—			—			—			—			—

Net amounts presented in the balance sheet		711			436			275			724			387			337			262			66			196			724			387			337
Gross amounts not offset in the balance sheet:
Financial instruments⁽³⁾		(282	)		(282	)		—			(172	)		(172	)		—			(24	)		(24	)		—			(172	)		(172	)		—
Collateral received		(348	)		—			(348	)		(467	)		—			(467	)		(164	)		—			(164	)		(467	)		—			(467	)
Collateral pledged		—			(428	)		428			—			(557	)		557			—			(301	)		301			—			(557	)		557
Over collateralization		—			274			(274	)		1			344			(343	)		8			259			(251	)		1			344			(343	)

Net amount	$	81		$	—		$	81		$	86		$	2		$	84		$	82		$	—		$	82		$	86		$	2		$	84

⁽¹⁾	Included ~~$36~~$1 million and $16 million of accruals on derivatives classified as other assets and does not include amounts related to embedded derivatives as of ~~March 31,~~September 30, 2017 and December 31, 2016, respectively.

⁽²⁾	Included ~~$29~~$2 million and $5 million of accruals on derivatives classified as other liabilities and does not include amounts related to embedded derivatives and derivatives related to securitization entities as of ~~March 31,~~September 30, 2017 and December 31, 2016, respectively.

⁽³⁾	Amounts represent derivative assets and/or liabilities that are presented gross within the balance sheet but are held with the same counterparty where we have a master netting arrangement. This adjustment results in presenting the net asset and net liability position for each counterparty.

Except for derivatives related to securitization entities, almost all of our master swap agreements contain credit downgrade provisions that allow either party to assign or terminate derivative transactions if the other party’s long-term unsecured debt rating or financial strength rating is below the limit defined in the applicable agreement. If downgrade provisions had been triggered as a result of downgrades of our counterparties, we could have claimed up to ~~$81~~$82 million and $86 million as of ~~March 31,~~September 30, 2017 and December 31, 2016, respectively, or have been required to disburse up to $2 million as of December 31, 2016. There were no amounts that we would have been required to disburse as of ~~March 31, 2017.~~September 30, 2017 . The chart above excludes embedded derivatives and derivatives related to securitization entities as those derivatives are not subject to master netting arrangements.

Credit Derivatives

We sell protection under single name credit default swaps and credit default swap index tranches in combination with purchasing securities to replicate characteristics of similar investments based on the credit quality and term of the credit default swap. Credit default triggers for both indexed reference entities and single name reference entities follow the Credit Derivatives Physical Settlement Matrix published by the International Swaps and Derivatives Association. Under these terms, credit default triggers are defined as bankruptcy, failure to pay or restructuring, if applicable. Our maximum exposure to credit loss equals the notional value for credit

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

default swaps. In the event of default for credit default swaps, we are typically required to pay the protection holder the full notional value less a recovery rate determined at auction.

In addition to the credit derivatives discussed above, we also have credit derivative instruments related to securitization entities that we consolidate. These derivatives represent a customized index of reference entities with specified attachment points for certain derivatives. The credit default triggers are similar to those described above. In the event of default, the securitization entity will provide the counterparty with the par value of assets held in the securitization entity for the amount of incurred loss on the credit default swap. The maximum exposure to loss for the securitization entity is the notional value of the derivatives. Certain losses on these credit default swaps would be absorbed by the third-party noteholders of the securitization entity and the remaining losses on the credit default swaps would be absorbed by our portion of the notes issued by the securitization entity.

The following table sets forth our credit default swaps where we sell protection on single name reference entities and the fair values as of the dates indicated:


	March 31, 2017						December 31, 2016						September 30, 2017						December 31, 2016
(Amounts in millions)	Notional value		Assets		Liabilities		Notional value		Assets		Liabilities		Notional value		Assets		Liabilities		Notional value		Assets		Liabilities
Investment grade
Matures in less than one year	$	19	$	—	$	—	$	—	$	—	$	—	$	39	$	—	$	—	$	—	$	—	$	—
Matures after one year through five years		20		—		—		39		—		—		—		—		—		39		—		—

Total credit default swaps on single name reference entities	$	39	$	—	$	—	$	39	$	—	$	—	$	39	$	—	$	—	$	39	$	—	$	—

The following table sets forth our credit default swaps where we sell protection on credit default swap index tranches and the fair values as of the dates indicated:


	March 31, 2017						December 31, 2016						September 30, 2017						December 31, 2016
(Amounts in millions)	Notional value		Assets		Liabilities		Notional value		Assets		Liabilities		Notional value		Assets		Liabilities		Notional value		Assets		Liabilities
Customized credit default swap index tranches related to securitization entities:
Portion backing third-party borrowings maturing 2017 ⁽¹⁾	$	12	$	—	$	—	$	12	$	—	$	—	$	12	$	—	$	—	$	12	$	—	$	—
Portion backing our interest maturing 2017⁽²⁾		300		—		1		300		—		1		100		—				300		—		1

Total customized credit default swap index tranches related to securitization entities		312		—		1		312		—		1		112		—		—		312		—		1

Total credit default swaps on index tranches	$	312	$	—	$	1	$	312	$	—	$	1	$	112	$	—	$	—	$	312	$	—	$	1

⁽¹⁾	Original notional value was $39 million.

⁽²⁾	Original notional value was $300 million.

~~GENWORTH FINANCIAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

(6) Fair Value of Financial Instruments

Assets and liabilities that are reflected in the accompanying unaudited condensed consolidated financial statements at fair value are not included in the following disclosure of fair value. Such items include cash and

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

cash equivalents, short-term investments, investment securities, separate accounts, securities held as collateral and derivative instruments. Other financial assets and liabilities—those not carried at fair value—are discussed below. Apart from certain of our borrowings and certain marketable securities, few of the instruments discussed below are actively traded and their fair values must often be determined using models. The fair value estimates are made at a specific point in time, based upon available market information and judgments about the financial instruments, including estimates of the timing and amount of expected future cash flows and the credit standing of counterparties. Such estimates do not reflect any premium or discount that could result from offering for sale at one time our entire holdings of a particular financial instrument, nor do they consider the tax impact of the realization of unrealized gains or losses. In many cases, the fair value estimates cannot be substantiated by comparison to independent markets.

The basis on which we estimate fair value is as follows:

Commercial mortgage loans. Based on recent transactions and/or discounted future cash flows, using current market rates. Given the limited availability of data related to transactions for similar instruments, we typically classify these loans as Level 3.

Restricted commercial mortgage loans. Based on recent transactions and/or discounted future cash flows, using current market rates. Given the limited availability of data related to transactions for similar instruments, we typically classify these loans as Level 3.

Other invested assets.Primarily represents ~~short-term investments and~~ limited partnerships accounted for under the cost method. The fair value of short-term investments typically does not include significant unobservable inputs and approximate our amortized cost basis. As a result, short-term investments are classified as Level 2. Limited partnerships are valued based on comparable market transactions, discounted future cash flows, quoted market prices and/or estimates using the most recent data available for the underlying instrument. Cost method limited partnerships typically include significant unobservable inputs as a result of being relatively illiquid with limited market activity for similar instruments and are classified as Level 3.

Long-term borrowings.We utilize available market data when determining fair value of long-term borrowings issued in the United States and Canada, which includes data on recent trades for the same or similar financial instruments. Accordingly, these instruments are classified as Level 2 measurements. In cases where market data is not available such as our long-term borrowings in Australia, we use third-party broker ~~quotes~~provided prices (“broker quotes”) for which we consider the valuation methodology utilized by the third party, but the valuation typically includes significant unobservable inputs. Accordingly, we classify these borrowings where fair value is based on our consideration of broker quotes as Level 3 measurements.

Non-recourse funding obligations. We use an internal model to determine fair value using the current floating rate coupon and expected life/final maturity of the instrument discounted using the floating rate index and current market spread assumption, which is estimated based on recent transactions for these instruments or similar instruments as well as other market information or broker provided data. Given these instruments are private and very little market activity exists, our current market spread assumption is considered to have significant unobservable inputs in calculating fair value and, therefore, results in the fair value of these instruments being classified as Level 3.

~~GENWORTH FINANCIAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Borrowings related to securitization entities.Based on market quotes or comparable market transactions. Some of these borrowings are publicly traded debt securities and are classified as Level 2. Certain borrowings are not publicly traded and are classified as Level 3.

Investment contracts.Based on expected future cash flows, discounted at current market rates for annuity contracts or institutional products. Given the significant unobservable inputs associated with policyholder

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

behavior and current market rate assumptions used to discount the expected future cash flows, we classify these instruments as Level 3 except for certain funding agreement-backed notes that are traded in the marketplace as a security and are classified as Level 2.

The following represents our estimated fair value of financial assets and liabilities that are not required to be carried at fair value as of the dates indicated:


	March 31, 2017																	September 30, 2017
	Notional amount			Carrying amount			Fair value											Notional amount			Carrying amount			Fair value
(Amounts in millions)	Notional amount					Total			Level 1			Level 2			Level 3			Notional amount			Carrying amount		Total			Level 1			Level 2			Level 3
Assets:				Carrying amount
Commercial mortgage loans	$		⁽¹⁾	$	6,107		$	6,288		$	—		$	—		$	6,288	$		⁽¹⁾	$	6,268		$	6,550		$	—		$	—		$	6,550
Restricted commercial mortgage loans			⁽¹⁾		122			134			—			—			134			⁽¹⁾		111			122			—			—			122
Other invested assets			⁽¹⁾		1,137			1,153			—			1,003			150			⁽¹⁾		217			243			—			—			243
Liabilities:
Long-term borrowings			⁽¹⁾		4,194			3,684			—			3,531			153			⁽¹⁾		4,224			3,742			—			3,583			159
Non-recourse funding obligations			⁽¹⁾		310			190			—			—			190			⁽¹⁾		310			195			—			—			195
Borrowings related to securitization entities			⁽¹⁾		55			58			—			58			—			⁽¹⁾		47			48			—			48			—
Investment contracts			⁽¹⁾		16,105			16,638			—			5			16,633			⁽¹⁾		15,163			15,705			—			5			15,700
Other firm commitments:
Commitments to fund limited partnerships	$	241			—			—			—			—			—		319			—			—			—			—			—
Ordinary course of business lending commitments		72			—			—			—			—			—		61			—			—			—			—			—

	December 31, 2016
	Notional amount			Carrying amount			Fair value
(Amounts in millions)	Notional amount					Total			Level 1			Level 2			Level 3
Assets:				Carrying amount
Commercial mortgage loans	$		⁽¹⁾	$	6,111		$	6,247		$	—		$	—		$	6,247
Restricted commercial mortgage loans			⁽¹⁾		129			141			—			—			141
Other invested assets			⁽¹⁾		459			473			—			352			121
Liabilities:
Long-term borrowings			⁽¹⁾		4,180			3,582			—			3,440			142
Non-recourse funding obligations			⁽¹⁾		310			186			—			—			186
Borrowings related to securitization entities			⁽¹⁾		62			65			—			65			—
Investment contracts			⁽¹⁾		16,437			16,993			—			5			16,988
Other firm commitments:
Commitments to fund limited partnerships	$	201			—			—			—			—			—
Ordinary course of business lending commitments		73			—			—			—			—			—


	December 31, 2016
	Notional amount			Carrying amount		Fair value
(Amounts in millions)	Notional amount			Carrying amount		Total		Level 1		Level 2		Level 3
Assets:
Commercial mortgage loans	$		⁽¹⁾	$	6,111	$	6,247	$	—	$	—	$	6,247
Restricted commercial mortgage loans			⁽¹⁾		129		141		—		—		141
Other invested assets			⁽¹⁾		459		473		—		352		121
Liabilities:
Long-term borrowings			⁽¹⁾		4,180		3,582		—		3,440		142
Non-recourse funding obligations			⁽¹⁾		310		186		—		—		186
Borrowings related to securitizationentities			⁽¹⁾		62		65		—		65		—
Investment contracts			⁽¹⁾		16,437		16,993		—		5		16,988
Other firm commitments:
Commitments to fund limited partnerships		201			—		—		—		—		—
Ordinary course of business lendingcommitments		73			—		—		—		—		—

⁽¹⁾	These financial instruments do not have notional amounts.

~~GENWORTH FINANCIAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Recurring Fair Value Measurements

We have fixed maturity, short-term investments, equity and trading securities, derivatives, embedded derivatives, securities held as collateral, separate account assets and certain other financial instruments, which are

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

carried at fair value. Below is a description of the valuation techniques and inputs used to determine fair value by class of instrument.

Fixed maturity, short-term investments, equity and trading securities

The fair value of fixed maturity, short-term investments, equity and trading securities are estimated primarily based on information derived from third-party pricing services (“pricing services”), internal models and/or ~~third-party~~ broker ~~provided prices (“broker quotes”),~~quotes, which use a market approach, income approach or a combination of the market and income approach depending on the type of instrument and availability of information. In general, a market approach is utilized if there is readily available and relevant market activity for an individual security. In certain cases where market information is not available for a specific security but is available for similar securities, a security is valued using that market information for similar securities, which is also a market approach. When market information is not available for a specific security or is available but such information is less relevant or reliable, an income approach or a combination of a market and income approach is utilized. For securities with optionality, such as call or prepayment features (including mortgage-backed or asset-backed securities), an income approach may be used. In addition, a combination of the results from market and income approaches may be used to estimate fair value. These valuation techniques may change from period to period, based on the relevance and availability of market data.

We utilize certain third-party data providers when determining fair value. We consider information obtained from pricing services as well as broker quotes in our determination of fair value. Additionally, we utilize internal models to determine the valuation of securities using an income approach where the inputs are based on third-party provided market inputs. While we consider the valuations provided by pricing services and broker quotes to be of high quality, management determines the fair value of our investment securities after considering all relevant and available information. We also use various methods to obtain an understanding of the valuation methodologies and procedures used by third-party data providers to ensure sufficient understanding to evaluate the valuation data received, including an understanding of the assumptions and inputs utilized to determine the appropriate fair value. For pricing services, we analyze the prices provided by our primary pricing services to other readily available pricing services and perform a detailed review of the assumptions and inputs from each pricing service to determine the appropriate fair value when pricing differences exceed certain thresholds. We evaluate changes in fair value that are greater than certainpre-defined thresholds each month to further aid in our review of the accuracy of fair value measurements and our understanding of changes in fair value, with more detailed reviews performed by the asset managers responsible for the related asset class associated with the security being reviewed. A pricing committee provides additional oversight and guidance in the evaluation and review of the pricing methodologies used to value our investment portfolio.

In general, we first obtain valuations from pricing services. If a price is not supplied by a pricing service, we will typically seek a broker quote for public or private fixed maturity securities. In certain instances, we utilize price caps for broker quoted securities where the estimated market yield results in a valuation that may exceed the amount that we believe would be received in a market transaction. For certain private fixed maturity securities where we do not obtain valuations from pricing services, we utilize an internal model to determine fair value since transactions for identical securities are not readily observable and these securities are not typically valued by pricing services. For all securities, excluding certain private fixed maturity securities, if neither a pricing service nor broker quotes valuation is available, we determine fair value using internal models.

~~GENWORTH FINANCIAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

For pricing services, we obtain an understanding of the pricing methodologies and procedures for each type of instrument. Additionally, on a monthly basis we review a sample of securities, examining the pricing service’s

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

assumptions to determine if we agree with the service’s derived price. When available, we also evaluate the prices sampled as compared to other public prices. If a variance greater than apre-defined threshold is noted, additional review of the price is executed to ensure accuracy. In general, a pricing service does not provide a price for a security if sufficient information is not readily available to determine fair value or if such security is not in the specific sector or class covered by a particular pricing service. Given our understanding of the pricing methodologies and procedures of pricing services, the securities valued by pricing services are typically classified as Level 2 unless we determine the valuation process for a security or group of securities utilizes significant unobservable inputs, which would result in the valuation being classified as Level 3.

For private fixed maturity securities, we utilize an income approach where we obtain public bond spreads and utilize those in an internal model to determine fair value. Other inputs to the model include rating and weighted-average life, as well as sector which is used to assign the spread. We then add an additional premium, which represents an unobservable input, to the public bond spread to adjust for the liquidity and other features of our private placements. We utilize the estimated market yield to discount the expected cash flows of the security to determine fair value. We utilize price caps for securities where the estimated market yield results in a valuation that may exceed the amount that would be received in a market transaction and value all private fixed maturity securities at par that have less than 12 months to maturity. When a security does not have an external rating, we assign the security an internal rating to determine the appropriate public bond spread that should be utilized in the valuation. To evaluate the reasonableness of the internal model, we review a sample of private fixed maturity securities each month. In that review we compare the modeled prices to the prices of similar public securities in conjunction with analysis on current market indicators. If a pricing variance greater than apre-defined threshold is noted, additional review of the price is executed to ensure accuracy. At the end of each month, all internally modeled prices are compared to the prior month prices with an evaluation of all securities with a month-over-month change greater than apre-defined threshold. While we generally consider the public bond spreads by sector and maturity to be observable inputs, we evaluate the similarities of our private placement with the public bonds, any price caps utilized, liquidity premiums applied, and whether external ratings are available for our private placements to determine whether the spreads utilized would be considered observable inputs. We classify private securities without an external rating and public bond spread as Level 3. In general, increases (decreases) in credit spreads will decrease (increase) the fair value for our fixed maturity securities.

For broker quotes, we consider the valuation methodology utilized by the third party and analyze a sample each month to assess reasonableness given then-current market conditions. Additionally, for broker quotes on certain structured securities, we validate prices received against other publicly available pricing sources. Broker quotes are typically based on an income approach given the lack of available market data. As the valuation typically includes significant unobservable inputs, we classify the securities where fair value is based on our consideration of broker quotes as Level 3 measurements.

For remaining securities priced using internal models, we determine fair value using an income approach. We analyze a sample each month to assess reasonableness given then-current market conditions. We maximize the use of observable inputs but typically utilize significant unobservable inputs to determine fair value. Accordingly, the valuations are typically classified as Level 3.

A summary of the inputs used ~~for our fixed maturity, equity and trading securities~~ based on the level in which instruments are classified is included below. We have combined certain classes of instruments together as the nature of the inputs is similar.

~~GENWORTH FINANCIAL, INC.~~

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Level 1 measurements

Equity securities. The primary inputs to the valuation of exchange-traded equity securities include quoted prices for the identical instrument.

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Separate account assets

The fair value of separate account assets is based on the quoted prices of the underlying fund investments and, therefore, represents Level 1 pricing.

Level 2 measurements

Fixed maturity securities

•

Third-party pricing services:In estimating the fair value of fixed maturity securities, approximately 91% of our portfolio is priced using third-party pricing sources. These pricing services utilize industry-standard valuation techniques that include market-based approaches, income-based approaches, a combination of market-based and income-based approaches or other proprietary, internally generated models as part of the valuation processes. These third-party pricing vendors maximize the use of publicly available data inputs to generate valuations for each asset class. Priority and type of inputs used may change frequently as certain inputs may be more direct drivers of valuation at the time of pricing. Examples of significant inputs incorporated by third-party pricing services may include sector and issuer spreads, seasoning, capital structure, security optionality, collateral data, prepayment assumptions, default assumptions, delinquencies, debt covenants, benchmark yields, trade data, dealer quotes, credit ratings, maturity and weighted-average life. We conduct regular meetings with our third-party pricing services for the purpose of understanding the methodologies, techniques and inputs used by the third-party pricing providers.

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The following table presents a summary of the significant inputs used by our third-party pricing services for certain fair value measurements of fixed maturity securities that are classified as Level 2 as of ~~March 31,~~September 30, 2017:


(Amounts in millions)	Fair value		Primary methodologies	Significant inputs	Fair value		Primary methodologies	Significant inputs
U.S. government, agencies and government-sponsored enterprises	$	5,492	Price quotes from trading desk, broker feeds	Bid side prices, trade prices, Option Adjusted Spread ("OAS") to swap curve, Bond Market Association OAS, Treasury Curve, Agency Bullet Curve, maturity to issuer spread	$	5,669	Price quotes from trading desk, broker feeds	Bid side prices, trade prices, Option Adjusted Spread (“OAS”) to swap curve, Bond Market Association OAS, Treasury Curve, Agency Bullet Curve, maturity to issuer spread

State and political subdivisions	$	2,666	Multi-dimensional attribute-based modeling systems, third-party pricing vendors	Trade prices, material event notices, Municipal Market Data benchmark yields, broker quotes	$	2,816	Multi-dimensional attribute-based modeling systems, third-party pricing vendors	Trade prices, material event notices, Municipal Market Data benchmark yields, broker quotes

Non-U.S. government	$	1,801	Matrix pricing, spread priced to benchmark curves, price quotes from market makers	Benchmark yields, trade prices, broker quotes, comparative transactions, issuer spreads, bid-offer spread, market research publications, third-party pricing sources	$	2,210	Matrix pricing, spread priced to benchmark curves, price quotes from market makers	Benchmark yields, trade prices, broker quotes, comparative transactions, issuer spreads,bid-offer spread, market research publications, third-party pricing sources

U.S. corporate	$	24,253	Multi-dimensional attribute-based modeling systems, broker quotes, price quotes from market makers, internal models, OAS-based models	Bid side prices to Treasury Curve, Issuer Curve, which includes sector, quality, duration, OAS percentage and change for spread matrix, trade prices, comparative transactions, Trade Reporting and Compliance Engine ("TRACE") reports	$	25,290	Multi-dimensional attribute-based modeling systems, broker quotes, price quotes from market makers, internal models,OAS-based models	Bid side prices to Treasury Curve, Issuer Curve, which includes sector, quality, duration, OAS percentage and change for spread matrix, trade prices, comparative transactions, Trade Reporting and Compliance Engine (“TRACE”) reports

Non-U.S. corporate	$	10,371	Multi-dimensional attribute-based modeling systems, OAS-based models, price quotes from market makers	Benchmark yields, trade prices, broker quotes, comparative transactions, issuer spreads, bid-offer spread, market research publications, third-party pricing sources	$	10,711	Multi-dimensional attribute-based modeling systems,OAS-based models, price quotes from market makers	Benchmark yields, trade prices, broker quotes, comparative transactions, issuer spreads,bid-offer spread, market research publications, third-party pricing sources

Residential mortgage-backed	$	4,358	OAS-based models, To Be Announced pricing models, single factor binomial models, internally priced	Prepayment and default assumptions, aggregation of bonds with similar characteristics, including collateral type, vintage, tranche type, weighted-average life, weighted-average loan age, issuer program and delinquency ratio, pay up and pay down factors, TRACE reports	$	4,123	OAS-based models, To Be Announced pricing models, single factor binomial models, internally priced	Prepayment and default assumptions, aggregation of bonds with similar characteristics, including collateral type, vintage, tranche type, weighted-average life, weighted-average loan age, issuer program and delinquency ratio, pay up and pay down factors, TRACE reports

Commercial mortgage-backed	$	3,243	Multi-dimensional attribute-based modeling systems, pricing matrix, spread matrix priced to swap curves, Trepp commercial mortgage-backed securities analytics model	Credit risk, interest rate risk, prepayment speeds, new issue data, collateral performance, origination year, tranche type, original credit ratings, weighted-average life, cash flows, spreads derived from broker quotes, bid side prices, spreads to daily updated swaps curves, TRACE reports	$	3,392	Multi-dimensional attribute-based modeling systems, pricing matrix, spread matrix priced to swap curves, Trepp commercial mortgage-backed securities analytics model	Credit risk, interest rate risk, prepayment speeds, new issue data, collateral performance, origination year, tranche type, original credit ratings, weighted-average life, cash flows, spreads derived from broker quotes, bid side prices, spreads to daily updated swaps curves, TRACE reports

Other asset-backed	$	3,049	Multi-dimensional attribute-based modeling systems, spread matrix priced to swap curves, price quotes from market makers, internal models	Spreads to daily updated swaps curves, spreads derived from trade prices and broker quotes, bid side prices, new issue data, collateral performance, analysis of prepayment speeds, cash flows, collateral loss analytics, historical issue analysis, trade data from market makers, TRACE reports	$	2,843	Multi-dimensional attribute-based modeling systems, spread matrix priced to swap curves, price quotes from market makers, internal models	Spreads to daily updated swaps curves, spreads derived from trade prices and broker quotes, bid side prices, new issue data, collateral performance, analysis of prepayment speeds, cash flows, collateral loss analytics, historical issue analysis, trade data from market makers, TRACE reports

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•

Internal models:A portion of our state and political subdivisions,non-U.S. government, U.S. corporate andnon-U.S. corporate securities are valued using internal models. The fair value of these fixed maturity securities were $7 million, $16 million, ~~$729~~$865 million and ~~$352~~$461 million, respectively, as of ~~March 31,~~September 30, 2017. Internally modeled securities are primarily private fixed maturity securities where we use market observable inputs such as an interest rate yield curve, published credit spreads for similar securities based on the external ratings of the instrument and related industry sector of the issuer. Additionally, we may apply certain price caps and liquidity premiums in the valuation of private fixed maturity securities. Price caps and liquidity premiums are established using inputs from market participants.

Equity securities.The primary inputs to the valuation include quoted prices for identical assets, or similar assets in markets that are not active.

Securities lending collateral

The fair value of securities held as collateral is primarily based on Level 2 inputs from market information for the collateral that is held on our behalf by the custodian. We determine fair value after considering prices obtained by third-party pricing services.

Short-term Investments

Short-term investments primarily include commercial paper and other highly liquid debt instruments and are classified as Level 2. We determine fair value after considering prices obtained by third-party pricing services.

Level 3 measurements

Fixed maturity securities

•

Internal models:A portion of our U.S. government, agencies and government-sponsored enterprises, U.S. corporate,non-U.S. corporate, residential mortgage-backed and other asset-backed securities are valued using internal models. The primary inputs to the valuation of the bond population include quoted prices for identical assets, or similar assets in markets that are not active, contractual cash flows, duration, call provisions, issuer rating, benchmark yields and credit spreads. Certain private fixed maturity securities are valued using an internal model using market observable inputs such as interest rate yield curve, as well as published credit spreads for similar securities where there are no external ratings of the instrument and include a significant unobservable input. Additionally, we may apply certain price caps and liquidity premiums in the valuation of private fixed maturity securities. Price caps are established using inputs from market participants. For structured securities, the primary inputs to the valuation include quoted prices for identical assets, or similar assets in markets that are not active, contractual cash flows, weighted-average coupon, weighted-average maturity, issuer rating, structure of the security, expected prepayment speeds and volumes, collateral type, current and forecasted loss severity, average delinquency rates, vintage of the loans, geographic region, debt service coverage ratios, payment priority with the tranche, benchmark yields and credit spreads. The fair value of our Level 3 fixed maturity securities priced using internal models was ~~$3,561~~$3,521 million as of ~~March 31,~~September 30, 2017.

•

Broker quotes:A portion of our state and political subdivisions, U.S. corporate,non-U.S. corporate, residential mortgage-backed, commercial mortgage-backed and other asset-backed securities are valued using broker quotes. Broker quotes are obtained from third-party providers that have current

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market knowledge to provide a reasonable price for securities not routinely priced by third-party pricing services. Brokers utilized for valuation of assets are reviewed annually. The fair value of our Level 3 fixed maturity securities priced by broker quotes was ~~$699~~$628 million as of ~~March 31,~~September 30, 2017.

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Equity securities.The primary inputs to the valuation include broker quotes where the underlying inputs are unobservable and for internal models, structure of the security and issuer rating.

Restricted other invested assets related to securitization entities

We ~~have~~previously held trading securities related to securitization entities that ~~are~~were classified as restricted other invested assets and ~~are~~were carried at fair value. The trading securities ~~represent~~represented asset-backed securities. In 2017, these trading securities were sold as we repositioned these assets in connection with the maturity of the associated liabilities. The valuation for trading securities iswas determined using a market approach and/or an income approach depending on the availability of information. For certain highly rated asset-backed securities, there iswas observable market information for transactions of the same or similar instruments, which iswas provided to us by a third-party pricing service and iswas classified as Level 2. For certain securities that are not actively traded, we ~~determine~~determined fair value after considering third-party broker provided prices or discounted expected cash flows using current yields for similar securities and ~~classify~~classified these valuations as Level 3.

GMWB embedded derivatives

We are required to bifurcate an embedded derivative for certain features associated with annuity products and related reinsurance agreements where we provide a GMWB to the policyholder and are required to record the GMWB embedded derivative at fair value. The valuation of our GMWB embedded derivative is based on an income approach that incorporates inputs such as forward interest rates, equity index volatility, equity index and fund correlation, and policyholder assumptions such as utilization, lapse and mortality. In addition to these inputs, we also consider risk and expense margins when determining the projected cash flows that would be determined by another market participant. While the risk and expense margins are considered in determining fair value, these inputs do not have a significant impact on the valuation. We determine fair value using an internal model based on the various inputs noted above. The resulting fair value measurement from the model is reviewed by the product actuarial, risk and finance professionals each reporting period with changes in fair value also being compared to changes in derivatives and other instruments used to mitigate changes in fair value from certain market risks, such as equity index volatility and interest rates.

For GMWB liabilities,non-performance risk is integrated into the discount rate. Our discount rate used to determine fair value of our GMWB liabilities includes market credit spreads above U.S. Treasury rates to reflect an adjustment for thenon-performance risk of the GMWB liabilities. As of ~~March 31,~~September 30, 2017 and December 31, 2016, the impact ofnon-performance risk resulted in a lower fair value of our GMWB liabilities of ~~$68~~$65 million and $73 million, respectively.

To determine the appropriate discount rate to reflect thenon-performance risk of the GMWB liabilities, we evaluate thenon-performance risk in our liabilities based on a hypothetical exit market transaction as there is no exit market for these types of liabilities. A hypothetical exit market can be viewed as a hypothetical transfer of the liability to another similarly rated insurance company which would closely resemble a reinsurance transaction. Another hypothetical exit market transaction can be viewed as a hypothetical transaction from the perspective of the GMWB policyholder. In determining the appropriate discount rate to incorporatenon-performance risk of the GMWB liabilities, we also considered the impacts of state guarantees embedded in the related insurance product as a form of inseparable third-party guarantee. We believe that a hypothetical exit market participant would use a similar discount rate as described above to value the liabilities.

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For equity index volatility, we determine the projected equity market volatility using both historical volatility and projected equity market volatility with more significance being placed on projected near-term

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volatility and recent historical data. Given the different attributes and market characteristics of GMWB liabilities compared to equity index options in the derivative market, the equity index volatility assumption for GMWB liabilities may be different from the volatility assumption for equity index options, especially for the longer dated points on the curve.

Equity index and fund correlations are determined based on historical price observations for the fund and equity index.

For policyholder assumptions, we use our expected lapse, mortality and utilization assumptions and update these assumptions for our actual experience, as necessary. For our lapse assumption, we adjust our base lapse assumption by policy based on a combination of the policyholder’s current account value and GMWB benefit.

We classify the GMWB valuation as Level 3 based on having significant unobservable inputs, with equity index volatility andnon-performance risk being considered the more significant unobservable inputs. As equity index volatility increases, the fair value of the GMWB liabilities will increase. Any increase innon-performance risk would increase the discount rate and would decrease the fair value of the GMWB liability. Additionally, we consider lapse and utilization assumptions to be significant unobservable inputs. An increase in our lapse assumption would decrease the fair value of the GMWB liability, whereas an increase in our utilization rate would increase the fair value.

Fixed index annuity embedded derivatives

We have fixed indexed annuity products where interest is credited to the policyholder’s account balance based on equity index changes. This feature is required to be bifurcated as an embedded derivative and recorded at fair value. Fair value is determined using an income approach where the present value of the excess cash flows above the guaranteed cash flows is used to determine the value attributed to the equity index feature. The inputs used in determining the fair value include policyholder behavior (lapses and withdrawals), near-term equity index volatility, expected future interest credited, forward interest rates and an adjustment to the discount rate to incorporatenon-performance risk and risk margins. As a result of our assumptions for policyholder behavior and expected future interest credited being considered significant unobservable inputs, we classify these instruments as Level 3. As lapses and withdrawals increase, the value of our embedded derivative liability will decrease. As expected future interest credited decreases, the value of our embedded derivative liability will decrease.

Indexed universal life embedded derivatives

We have indexed universal life products where interest is credited to the policyholder’s account balance based on equity index changes. This feature is required to be bifurcated as an embedded derivative and recorded at fair value. Fair value is determined using an income approach where the present value of the excess cash flows above the guaranteed cash flows is used to determine the value attributed to the equity index feature. The inputs used in determining the fair value include policyholder behavior (lapses and withdrawals), near-term equity index volatility, expected future interest credited, forward interest rates and an adjustment to the discount rate to incorporatenon-performance risk and risk margins. As a result of our assumptions for policyholder behavior and expected future interest credited being considered significant unobservable inputs, we classify these instruments as Level 3. As lapses and withdrawals increase, the value of our embedded derivative liability will decrease. As expected future interest credited decreases, the value of our embedded derivative liability will decrease.

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Borrowings related to securitization entities

We record certain borrowings related to securitization entities at fair value. The fair value of these borrowings is determined using either a market approach or income approach, depending on the instrument and availability of market information. Given the unique characteristics of the securitization entities that issued these borrowings as well as the lack of comparable instruments, we determine fair value considering the valuation of the underlying assets held by the securitization entities and any derivatives, as well as any unique characteristics of the borrowings that may impact the valuation. After considering all relevant inputs, we determine fair value of the borrowings using the net valuation of the underlying assets and derivatives that are backing the borrowings. Accordingly, these instruments are classified as Level 3. Increases in the valuation of the underlying assets or decreases in the derivative liabilities will result in an increase in the fair value of these borrowings.

Derivatives

We consider counterparty collateral arrangements and rights ofset-off when evaluating our net credit risk exposure to our derivative counterparties. Accordingly, we are permitted to include consideration of these arrangements when determining whether any incremental adjustment should be made for both the counterparty’s and ournon-performance risk in measuring fair value for our derivative instruments. As a result of these counterparty arrangements, we determined that any adjustment for credit risk would not be material and we have not recorded any incremental adjustment for ournon-performance risk or thenon-performance risk of the derivative counterparty for our derivative assets or liabilities. We determine fair value for our derivatives using an income approach with internal models based on relevant market inputs for each derivative instrument. We also compare the fair value determined using our internal model to the valuations provided by our derivative counterparties with any significant differences or changes in valuation being evaluated further by our derivatives professionals that are familiar with the instrument and market inputs used in the valuation.

Interest rate swaps.The valuation of interest rate swaps is determined using an income approach. The primary input into the valuation represents the forward interest rate swap curve, which is generally considered an observable input, and results in the derivative being classified as Level 2. For certain interest rate swaps, the inputs into the valuation also include the total returns of certain bonds that would primarily be considered an observable input and result in the derivative being classified as Level 2. For certain other swaps, there are features that provide an option to the counterparty to terminate the swap at specified dates. The interest rate volatility input used to value these options would be considered a significant unobservable input and results in the fair value measurement of the derivative being classified as Level 3. These options to terminate the swap by the counterparty are based on forward interest rate swap curves and volatility. As interest rate volatility increases, our valuation of the derivative changes unfavorably.

Interest rate swaps related to securitization entities.The valuation of interest rate swaps related to securitization entities is determined using an income approach. The primary input into the valuation represents the forward interest rate swap curve, which is generally considered an observable input, and results in the derivative being classified as Level 2.

Inflation indexed swaps. The valuation of inflation indexed swaps is determined using an income approach. The primary inputs into the valuation represent the forward interest rate swap curve, the current consumer price index and the forward consumer price index curve, which are generally considered observable inputs, and results in the derivative being classified as Level 2.

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Foreign currency swaps. The valuation of foreign currency swaps is determined using an income approach. The primary inputs into the valuation represent the forward interest rate swap curve and foreign currency exchange rates, both of which are considered an observable input, and results in the derivative being classified as Level 2.

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Credit default swaps. We have both single name credit default swaps and index tranche credit default swaps. For single name credit default swaps, we utilize an income approach to determine fair value based on using current market information for the credit spreads of the reference entity, which is considered observable inputs based on the reference entities of our derivatives and results in these derivatives being classified as Level 2. For index tranche credit default swaps, we utilize an income approach that utilizes current market information related to credit spreads and expected defaults and losses associated with the reference entities that comprise the respective index associated with each derivative. There are significant unobservable inputs associated with the timing and amount of losses from the reference entities as well as the timing or amount of losses, if any, that will be absorbed by our tranche. Accordingly, the index tranche credit default swaps are classified as Level 3. As credit spreads widen for the underlying issuers comprising the index, the change in our valuation of these credit default swaps will be unfavorable.

Credit default swaps related to securitization entities.Credit default swaps related to securitization entities represent customized index tranche credit default swaps and are valued using a similar methodology as described above for index tranche credit default swaps. We determine fair value of these credit default swaps after considering both the valuation methodology described above as well as the valuation provided by the derivative counterparty. In addition to the valuation methodology and inputs described for index tranche credit default swaps, these customized credit default swaps contain a feature that permits the securitization entity to provide the par value of underlying assets in the securitization entity to settle any losses under the credit default swap. The valuation of this settlement feature is dependent upon the valuation of the underlying assets and the timing and amount of any expected loss on the credit default swap, which is considered a significant unobservable input. Accordingly, these customized index tranche credit default swaps related to securitization entities are classified as Level 3. As credit spreads widen for the underlying issuers comprising the customized index, the change in our valuation of these credit default swaps will be unfavorable.

Equity index options. We have equity index options associated with various equity indices. The valuation of equity index options is determined using an income approach. The primary inputs into the valuation represent forward interest rate volatility and time value component associated with the optionality in the derivative, which are considered significant unobservable inputs in most instances. The equity index volatility surface is determined based on market information that is not readily observable and is developed based upon inputs received from several third-party sources. Accordingly, these options are classified as Level 3. As equity index volatility increases, our valuation of these options changes favorably.

Financial futures. The fair value of financial futures is based on the closing exchange prices. Accordingly, these financial futures are classified as Level 1. The period end valuation is zero as a result of settling the margins on these contracts on a daily basis.

Equity return swaps.The valuation of equity return swaps is determined using an income approach. The primary inputs into the valuation represent the forward interest rate swap curve and underlying equity index values, which are generally considered observable inputs, and results in the derivative being classified as Level 2.

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Forward bond purchase commitments.The valuation of forward bond purchase commitments is determined using an income approach. The primary input into the valuation represents the current bond prices and interest rates, which are generally considered an observable input, and results in the derivative being classified as Level 2.

Other foreign currency contracts. We have certain foreign currency options classified as other foreign currency contracts. The valuation of foreign currency options is determined using an income approach. The

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primary inputs into the valuation represent the forward interest rate swap curve, foreign currency exchange rates, forward interest rate, foreign currency exchange rate volatility, foreign equity index volatility and time value component associated with the optionality in the derivative. As a result of the significant unobservable inputs associated with the forward interest rate, foreign currency exchange rate volatility and foreign equity index volatility inputs, the derivative is classified as Level 3. As foreign currency exchange rate volatility and foreign equity index volatility increases, the change in our valuation of these options will be favorable for purchase options and unfavorable for options sold. We also have foreign currency forward contracts where the valuation is determined using an income approach. The primary inputs into the valuation represent the forward foreign currency exchange rates, which are generally considered observable inputs and results in the derivative being classified as Level 2.

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The following tables set forth our assets by class of instrument that are measured at fair value on a recurring basis as of the dates indicated:


	March 31, 2017								September 30, 2017
(Amounts in millions)	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Assets
Investments:
Fixed maturity securities:
U.S. government, agencies and government-sponsored enterprises	$	5,493	$	—	$	5,492	$	1	$	5,670	$	—	$	5,669	$	1
State and political subdivisions		2,710		—		2,673		37		2,860		—		2,823		37
Non-U.S. government		1,817		—		1,817		—		2,226		—		2,226		—
U.S. corporate:
Utilities		4,635		—		4,057		578		4,923		—		4,261		662
Energy		2,339		—		2,177		162		2,440		—		2,282		158
Finance and insurance		6,316		—		5,498		818		6,587		—		5,917		670
Consumer—non-cyclical		4,793		—		4,671		122		4,828		—		4,701		127
Technology and communications		2,643		—		2,584		59		2,740		—		2,688		52
Industrial		1,300		—		1,253		47		1,346		—		1,299		47
Capital goods		2,309		—		2,156		153		2,321		—		2,203		118
Consumer—cyclical		1,562		—		1,299		263		1,611		—		1,349		262
Transportation		1,177		—		1,080		97		1,306		—		1,245		61
Other		349		—		207		142		380		—		210		170

Total U.S. corporate		27,423		—		24,982		2,441		28,482		—		26,155		2,327

Non-U.S. corporate:
Utilities		1,020		—		634		386		1,062		—		703		359
Energy		1,395		—		1,189		206		1,463		—		1,286		177
Finance and insurance		2,589		—		2,421		168		2,696		—		2,527		169
Consumer—non-cyclical		712		—		583		129		716		—		587		129
Technology and communications		1,012		—		964		48		1,014		—		985		29
Industrial		976		—		866		110		1,058		—		919		139
Capital goods		585		—		415		170		587		—		437		150
Consumer—cyclical		461		—		394		67		527		—		458		69
Transportation		693		—		500		193		718		—		537		181
Other		2,781		—		2,757		24		2,782		—		2,733		49

Total non-U.S. corporate		12,224		—		10,723		1,501		12,623		—		11,172		1,451

Residential mortgage-backed		4,404		—		4,358		46		4,209		—		4,123		86
Commercial mortgage-backed		3,302		—		3,243		59		3,414		—		3,392		22
Other asset-backed		3,224		—		3,049		175		3,068		—		2,843		225

Total fixed maturity securities		60,597		—		56,337		4,260		62,552		—		58,403		4,149

Equity securities		709		614		48		47		765		644		77		44

Other invested assets:
Trading securities		71		—		71		—
Derivative assets:
Interest rate swaps		565		—		565		—		70		—		70		—
Foreign currency swaps		5		—		5		—		12		—		12		—
Equity index options		77		—		—		77		81		—		—		81
Other foreign currency contracts		28		—		27		1		98		—		98		—

Total derivative assets		675		—		597		78		261		—		180		81

Securities lending collateral		281		—		281		—		237		—		237		—
Short-term investments										787		—		787		—

Total other invested assets		1,027		—		949		78		1,285		—		1,204		81

Restricted other invested assets related to securitization entities		84		—		84		—
Reinsurance recoverable⁽¹⁾		15		—		—		15		14		—		—		14
Separate account assets		7,327		7,327		—		—		7,264		7,264		—		—

Total assets	$	69,759	$	7,941	$	57,418	$	4,400	$	71,880	$	7,908	$	59,684	$	4,288

⁽¹⁾	Represents embedded derivatives associated with the reinsured portion of our GMWB liabilities.

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	December 31, 2016								December 31, 2016
(Amounts in millions)	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Assets
Investments:
Fixed maturity securities:
U.S. government, agencies and government-sponsored enterprises	$	6,036	$	—	$	6,034	$	2	$	6,036	$	—	$	6,034	$	2
State and political subdivisions		2,647		—		2,610		37		2,647		—		2,610		37
Non-U.S. government		2,107		—		2,107		—		2,107		—		2,107		—
U.S. corporate:
Utilities		4,550		—		3,974		576		4,550		—		3,974		576
Energy		2,300		—		2,090		210		2,300		—		2,090		210
Finance and insurance		6,097		—		5,311		786		6,097		—		5,311		786
Consumer—non-cyclical		4,734		—		4,613		121		4,734		—		4,613		121
Technology and communications		2,598		—		2,544		54		2,598		—		2,544		54
Industrial		1,223		—		1,175		48		1,223		—		1,175		48
Capital goods		2,258		—		2,106		152		2,258		—		2,106		152
Consumer—cyclical		1,530		—		1,272		258		1,530		—		1,272		258
Transportation		1,190		—		1,051		139		1,190		—		1,051		139
Other		348		—		205		143		348		—		205		143

Total U.S. corporate		26,828		—		24,341		2,487		26,828		—		24,341		2,487

Non-U.S. corporate:
Utilities		969		—		583		386		969		—		583		386
Energy		1,331		—		1,125		206		1,331		—		1,125		206
Finance and insurance		2,538		—		2,356		182		2,538		—		2,356		182
Consumer—non-cyclical		714		—		575		139		714		—		575		139
Technology and communications		987		—		920		67		987		—		920		67
Industrial		958		—		849		109		958		—		849		109
Capital goods		535		—		366		169		535		—		366		169
Consumer—cyclical		442		—		373		69		442		—		373		69
Transportation		677		—		496		181		677		—		496		181
Other		3,144		—		3,119		25		3,144		—		3,119		25

Total non-U.S. corporate		12,295		—		10,762		1,533		12,295		—		10,762		1,533

Residential mortgage-backed		4,379		—		4,336		43		4,379		—		4,336		43
Commercial mortgage-backed		3,129		—		3,075		54		3,129		—		3,075		54
Other asset-backed		3,151		—		3,006		145		3,151		—		3,006		145

Total fixed maturity securities		60,572		—		56,271		4,301		60,572		—		56,271		4,301

Equity securities		632		551		34		47		632		551		34		47

Other invested assets:
Trading securities		259		—		259		—		259		—		259		—
Derivative assets:
Interest rate swaps		596		—		596		—		596		—		596		—
Foreign currency swaps		4		—		4		—		4		—		4		—
Equity index options		72		—		—		72		72		—		—		72
Equity return swaps		1		—		1		—		1		—		1		—
Other foreign currency contracts		35		—		32		3		35		—		32		3

Total derivative assets		708		—		633		75		708		—		633		75

Securities lending collateral		534		—		534		—		534		—		534		—

Total other invested assets		1,501		—		1,426		75		1,501		—		1,426		75

Restricted other invested assets related to securitization entities		312		—		181		131		312		—		181		131
Reinsurance recoverable⁽¹⁾		16		—		—		16		16		—		—		16
Separate account assets		7,299		7,299		—		—		7,299		7,299		—		—

Total assets	$	70,332	$	7,850	$	57,912	$	4,570	$	70,332	$	7,850	$	57,912	$	4,570

⁽¹⁾	Represents embedded derivatives associated with the reinsured portion of our GMWB liabilities.

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

We review the fair value hierarchy classifications each reporting period. Changes in the observability of the valuation attributes may result in a reclassification of certain financial assets or liabilities. Such reclassifications are reported as transfers between levels at the beginning fair value for the reporting period in which the changes occur. Given the types of assets classified as Level 1, which primarily represents mutual fund investments, we typically do not have any transfers between Level 1 and Level 2 measurement categories and did not have any such transfers during any period presented.

Our assessment of whether or not there were significant unobservable inputs related to fixed maturity securities was based on our observations obtained through the course of managing our investment portfolio, including interaction with other market participants, observations related to the availability and consistency of pricing and/or rating, and understanding of general market activity such as new issuance and the level of secondary market trading for a class of securities. Additionally, we considered data obtained from third-party pricing sources to determine whether our estimated values incorporate significant unobservable inputs that would result in the valuation being classified as Level 3.

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following tables present additional information about assets measured at fair value on a recurring basis and for which we have utilized significant unobservable (Level 3) inputs to determine fair value as of or for the dates indicated:


	Beginning balance as of January 1, 2017			Total realized and unrealized gains (losses)																																Ending balance as of March 31, 2017			Total gains (losses) included in net income attributable to assets still held
(Amounts in millions)																																			Beginning balance as of July 1, 2017							Total realized and unrealized gains (losses)								Purchases				Sales			Issuances			Settlements				TransferintoLevel 3 ⁽¹⁾				Transfer out ofLevel 3 ⁽¹⁾				Ending balance as of September 30, 2017				Total gains (losses) included in net income (loss) attributable to assets still held
(Amounts in millions)	Beginning balance as of January 1, 2017		Beginning balance as of January 1, 2017				Included in net income				Included in OCI				Purchases				Sales				Issuances				Settlements				Transfer into Level 3 ⁽¹⁾				Beginning balance as of July 1, 2017		Transfer out of Level 3 ⁽¹⁾				Ending balance as of March 31, 2017			Total gains (losses) included in net income attributable to assets still held					Included in net income (loss)							Included in OCI												Transfer out ofLevel 3 ⁽¹⁾				Ending balance as of September 30, 2017
Fixed maturity securities:																																																		Purchases														TransferintoLevel 3 ⁽¹⁾
U.S. government, agencies and government-sponsored enterprises	$	2	Beginning balance as of January 1, 2017		$	—			$	—			$	—			$	—			$	—			$	(1	)		$	—			$	—			$	1		$	Ending balance as of March 31, 2017	—			$	1			$	—			$	Sales	—		Issuances	$	—	Settlements		$	—			$	—			$	—			$	—			$	—			$	1	$	—
State and political subdivisions		37			1				(1	)			—				—				—				—				—				—				37			1			37				1				(1	)			—			—			—				—				—				—				37				1
U.S. corporate:
Utilities		576			—				7				14				—				—				(2	)			—				(17	)			578			—			638				—				—				26			—			—				(2	)			—				—				662				—
Energy		210			(1	)			2				—				(10	)			—				(23	)			—				(16	)			162			(1	)		160				—				—				—			—			—				(2	)			—				—				158				—
Finance and insurance		786			4				12				29				(10	)			—				(3	)			—				—				818			4			861				3				(52	)			22			(14	)		—				(157	)			8				(1	)			670				2
Consumer—non-cyclical		121			—				1				—				—				—				—				—				—				122			—			122				—				1				4			—			—				—				—				—				127				—
Technology and
communications		54			1				1				10				—				—				—				—				(7	)			59			1
Technology andcommunications																																											58				1				(3	)			—			—			—				(1	)			—				(3	)			52				1
Industrial		48			—				(1	)			—				—				—				—				—				—				47			—			61				—				—				—			—			—				—				—				(14	)			47				—
Capital goods		152			—				1				—				—				—				—				—				—				153			—			118				1				—				—			—			—				(1	)			—				—				118				1
Consumer—cyclical		258			—				5				2				—				—				(2	)			—				—				263			—			266				—				—				—			—			—				(2	)			—				(2	)			262				—
Transportation		139			1				1				—				—				—				(2	)			—				(42	)			97			—			100				16				(10	)			—			—			—				(45	)			—				—				61				—
Other		143			—				1				—				—				—				(2	)			—				—				142			—			176				—				—				—			(4	)		—				(2	)			—				—				170				—

Total U.S. corporate		2,487			5				30				55				(20	)			—				(34	)			—				(82	)			2,441			4			2,560				21				(64	)			52			(18	)		—				(212	)			8				(20	)			2,327				4

Non-U.S. corporate:
Utilities		386			—				2				30				—				—				—				—				(32	)			386			—			359				—				—				—			—			—				—				—				—				359				—
Energy		206			—				2				—				(1	)			—				(1	)			—				—				206			—			177				—				1				—			—			—				(1	)			—				—				177				—
Finance and insurance		182			2				4				—				—				—				(20	)			—				—				168			1			172				1				1				—			—			—				(5	)			—				—				169				—
Consumer—non-cyclical		139			—				1				—				—				—				(11	)			—				—				129			—			129				—				—				—			—			—				—				—				—				129				—
Technology and
communications		67			—				—				—				—				—				(19	)			—				—				48			—
Technology andcommunications																																											48				1				1				—			(21	)		—				—				—				—				29				—
Industrial		109			—				1				—				—				—				—				—				—				110			—			112				—				—				13			—			—				—				14				—				139				—
Capital goods		169			—				1				—				—				—				—				—				—				170			—			149				—				1				—			—			—				—				—				—				150				—
Consumer—cyclical		69			—				—				—				—				—				(2	)			—				—				67			—			67				—				—				—			—			—				—				2				—				69				—
Transportation		181			—				2				—				—				—				—				10				—				193			—			190				—				1				—			—			—				(10	)			—				—				181				—
Other		25			—				(1	)			—				—				—				—				—				—				24			—			41				(2	)			1				—			(2	)		—				—				11				—				49				—

Total non-U.S. corporate		1,533			2				12				30				(1	)			—				(53	)			10				(32	)			1,501			1			1,444				—				6				13			(23	)		—				(16	)			27				—				1,451				—

Residential mortgage-backed		43			—				—				4				—				—				(1	)			—				—				46			—			73				—				—				22			—			—				(1	)			—				(8	)			86				—
Commercial mortgage-backed		54			—				4				1				—				—				—				—				—				59			—			52				(1	)			(2	)			14			—			—				—				—				(41	)			22				—
Other asset-backed		145			—				—				54				—				—				(2	)			5				(27	)			175			—			150				(1	)			1				52			—			—				(5	)			44				(16	)			225				—

Total fixed maturity securities		4,301			8				45				144				(21	)			—				(91	)			15				(141	)			4,260			6			4,317				20				(60	)			153			(41	)		—				(234	)			79				(85	)			4,149				5

Equity securities		47			—				—				—				—				—				—				—				—				47			—			48				—				—				—			(1	)		—				—				—				(3	)			44				—

Other invested assets:
Derivative assets:
Equity index options		72			13				—				12				—				—				(20	)			—				—				77			12			81				16				—				15			—			—				(31	)			—				—				81				13
Other foreign currency contracts		3			(2	)			—				—				—				—				—				—				—				1			(3	)

Total derivative assets		75			11				—				12				—				—				(20	)			—				—				78			9			81				16				—				15			—			—				(31	)			—				—				81				13

Total other invested assets		75			11				—				12				—				—				(20	)			—				—				78			9			81				16				—				15			—			—				(31	)			—				—				81				13

Restricted other invested assets related to securitization entities		131			—				—				—				(131	)			—				—				—				—				—			—
Reinsurance recoverable⁽²⁾		16			(2	)			—				—				—				1				—				—				—				15			(2	)		15				(1	)			—				—			—			—				—				—				—				14				(1	)

Total Level 3 assets	$	4,570		$	17			$	45			$	156			$	(152	)		$	1			$	(111	)		$	15			$	(141	)		$	4,400		$	13		$	4,461			$	35			$	(60	)		$	168		$	(42	)	$	—			$	(265	)		$	79			$	(88	)		$	4,288			$	17

⁽¹⁾

The transfers into and out of Level 3 for fixed maturity securities were related to changes in the primary pricing source and changes in the observability of external information used in determining the fair value, such as external ratings or credit spreads, as well as changes in the industry sectors assigned to specific securities.

⁽²⁾	Represents embedded derivatives associated with the reinsured portion of our GMWB liabilities.

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	Beginning balance as of January 1, 2016			Total realized and unrealized gains (losses)																								Transfer into Level 3 ⁽¹⁾				Transfer out of Level 3 ⁽¹⁾				Ending balance as of March 31, 2016			Total gains (losses) included in net income attributable to assets still held
(Amounts in millions)																												Transfer into Level 3 ⁽¹⁾				Transfer out of Level 3 ⁽¹⁾			Beginning balance as of July 1, 2016							Total realized and unrealized gains (losses)								Purchases				Sales			Issuances			Settlements				TransferintoLevel 3 ⁽¹⁾				Transfer out ofLevel 3 ⁽¹⁾				Ending balance as of September 30, 2016				Total gains (losses) included in net income (loss) attributable to assets still held
(Amounts in millions)	Beginning balance as of January 1, 2016		Beginning balance as of January 1, 2016				Included in net income				Included in OCI				Purchases				Sales				Issuances				Settlements				Transfer into Level 3 ⁽¹⁾				Beginning balance as of July 1, 2016		Transfer out of Level 3 ⁽¹⁾				Ending balance as of March 31, 2016			Total gains (losses) included in net income attributable to assets still held					Included in net income (loss)							Included in OCI												Transfer out ofLevel 3 ⁽¹⁾				Ending balance as of September 30, 2016
Fixed maturity securities:																															Transfer into Level 3 ⁽¹⁾						Transfer out of Level 3 ⁽¹⁾													Purchases														TransferintoLevel 3 ⁽¹⁾
U.S. government, agencies and government-sponsored enterprises	$	3	Beginning balance as of January 1, 2016		$	—			$	—			$	—			$	—			$	—			$	(1	)		$	—			$	—			$	2		$	Ending balance as of March 31, 2016	—			$	2			$	—			$	Sales	—		Issuances	$	—	Settlements		$	—			$	—			$	—			$	—			$	—			$	2	$	—
State and political subdivisions		35			1				(1	)			7				—				—				—				—				—				42			1			36				1				—				—			—			—				—				—				(1	)			36				1
U.S. corporate:
Utilities		449			1				5				13				—				—				(8	)			49				(27	)			482			—			552				1				4				54			(6	)		—				(1	)			1				(43	)			562				—
Energy		253			—				(1	)			—				—				—				(1	)			7				(28	)			230			—			208				—				3				—			—			—				(8	)			—				(1	)			202				—
Finance and insurance		715			10				7				—				—				—				(17	)			—				(18	)			697			10			775				4				14				27			(5	)		—				(32	)			37				—				820				5
Consumer—non-cyclical		109			—				3				—				—				—				—				—				—				112			—			102				—				1				5			(5	)		—				—				—				—				103				—
Technology and
communications		35			1				1				—				—				—				—				—				—				37			1
Technology andcommunications																																											40				1				—				12			—			—				—				—				—				53				1
Industrial		61			—				3				—				—				—				—				—				—				64			—			78				—				—				—			—			—				—				—				—				78				—
Capital goods		180			—				3				—				—				—				—				—				(29	)			154			—			135				—				1				—			—			—				—				—				—				136				1
Consumer—cyclical		239			4				4				3				—				—				(40	)			—				—				210			—			254				—				—				19			(5	)		—				(1	)			1				(3	)			265				—
Transportation		106			—				4				17				—				—				(4	)			—				—				123			—			129				—				1				—			—			—				(6	)			—				—				124				—
Other		182			—				1				—				—				—				(1	)			—				(2	)			180			—			147				—				—				—			—			—				(1	)			16				—				162				—

Total U.S. corporate		2,329			16				30				33				—				—				(71	)			56				(104	)			2,289			11			2,420				6				24				117			(21	)		—				(49	)			55				(47	)			2,505				7

Non-U.S. corporate:
Utilities		287			—				3				—				—				—				—				26				—				316			—			331				—				1				52			(5	)		—				—				—				(10	)			369				—
Energy		252			—				13				—				—				—				(13	)			—				(26	)			226			—			234				—				9				8			(9	)		—				(17	)			—				—				225				—
Finance and insurance		191			1				(1	)			—				—				—				—				—				—				191			1			201				—				3				11			(1	)		—				—				—				—				214				—
Consumer—non-cyclical		169			—				5				—				—				—				(11	)			—				—				163			—			168				2				(1	)			3			(3	)		—				(37	)			12				—				144				—
Technology and
communications		62			—				2				—				—				—				—				—				—				64			—
Technology andcommunications																																											80				—				1				2			(2	)		—				—				—				—				81				—
Industrial		84			—				3				—				—				—				—				9				—				96			—			95				—				2				17			(17	)		—				—				15				—				112				—
Capital goods		213			—				7				—				—				—				(6	)			—				—				214			—			212				1				(2	)			—			—			—				(5	)			—				(33	)			173				1
Consumer—cyclical		71			—				1				—				—				—				(2	)			—				—				70			—			71				—				—				—			—			—				—				—				—				71				—
Transportation		144			—				—				—				—				—				—				—				—				144			—			186				1				(1	)			—			—			—				(14	)			1				—				173				—
Other		72			—				2				—				—				—				(7	)			—				—				67			—			29				(2	)			2				—			(12	)		—				—				10				—				27				(2	)

Total non-U.S. corporate		1,545			1				35				—				—				—				(39	)			35				(26	)			1,551			1			1,607				2				14				93			(49	)		—				(73	)			38				(43	)			1,589				(1	)

Residential mortgage-backed		116			—				2				38				—				—				(2	)			—				(33	)			121			—			96				—				—				—			(45	)		—				(8	)			5				(11	)			37				—
Commercial mortgage-backed		10			—				—				—				—				—				(2	)			—				—				8			—			33				—				(3	)			—			—			—				—				—				(2	)			28				—
Other asset-backed		1,142			1				(16	)			12				—				—				(6	)			35				—				1,168			1			198				(6	)			7				—			(5	)		—				(5	)			25				(64	)			150				(6	)

Total fixed maturity securities		5,180			19				50				90				—				—				(121	)			126				(163	)			5,181			14			4,392				3				42				210			(120	)		—				(135	)			123				(168	)			4,347				1

Equity securities		38			—				—				6				—				—				—				—				—				44			—			44				—				—				2			—			—				—				—				—				46				—

Other invested assets:
Derivative assets:
Credit default swaps		1			—				—				—				—				—				—				—				—				1			—
Equity index options		30			(3	)			—				13				—				—				(4	)			—				—				36			3			57				9				—				15			—			—				(20	)			—				—				61				—
Other foreign currency
contracts		3			(2	)			—				—				—				—				—				—				—				1			(2	)
Other foreign currencycontracts																																											1				—				—				—			—			—				—				—				—				1				—

Total derivative assets		34			(5	)			—				13				—				—				(4	)			—				—				38			1			58				9				—				15			—			—				(20	)			—				—				62				—

Total other invested assets		34			(5	)			—				13				—				—				(4	)			—				—				38			1			58				9				—				15			—			—				(20	)			—				—				62				—

Restricted other invested assets related to securitization entities		232			9				—				—				—				—				—				—				—				241			9			131				—				—				—			—			—				—				—				—				131				—
Reinsurance recoverable⁽²⁾		17			5				—				—				—				1				—				—				—				23			5			26				(3	)			—				—			—			1				—				—				—				24				(3	)

Total Level 3 assets	$	5,501		$	28			$	50			$	109			$	—			$	1			$	(125	)		$	126			$	(163	)		$	5,527		$	29		$	4,651			$	9			$	42			$	227		$	(120	)	$	1			$	(155	)		$	123			$	(168	)		$	4,610			$	(2	)

⁽¹⁾

⁽²⁾	Represents embedded derivatives associated with the reinsured portion of our GMWB liabilities.

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


(Amounts in millions)	Beginning balance as of January 1, 2017		Total realized and unrealized gains (losses)						Purchases		Sales			Issuances		Settlements			TransferintoLevel 3⁽¹⁾		Transfer out ofLevel 3⁽¹⁾			Ending balance as of September 30, 2017		Total gains (losses) included in net income (loss) attributable to assets still held
(Amounts in millions)	Beginning balance as of January 1, 2017		Included in net income (loss)			Included in OCI			Purchases		Sales			Issuances		Settlements			TransferintoLevel 3⁽¹⁾		Transfer out ofLevel 3⁽¹⁾			Ending balance as of September 30, 2017
Fixed maturity securities:
U.S. government, agenciesand government-sponsoredenterprises	$	2	$	—		$	—		$	—	$	—		$	—	$	(1	)	$	—	$	—		$	1	$	—
State and political subdivisions		37		2			(2	)		—		—			—		—			—		—			37		2
U.S. corporate:
Utilities		576		—			20			70		—			—		(4	)		30		(30	)		662		—
Energy		210		(1	)		6			—		(10	)		—		(32	)		1		(16	)		158		(1	)
Finance and insurance		786		11			(1	)		75		(31	)		—		(163	)		8		(15	)		670		10
Consumer—non-cyclical		121		—			2			4		—			—		—			—		—			127		—
Technology and
communications		54		2			3			14		—			—		(1	)		—		(20	)		52		2
Industrial		48		—			—			13		—			—		—			—		(14	)		47		—
Capital goods		152		1			3			—		—			—		(1	)		—		(37	)		118		1
Consumer—cyclical		258		—			9			2		—			—		(5	)		—		(2	)		262		—
Transportation		139		17			(5	)		—		—			—		(48	)		—		(42	)		61		1
Other		143		—			1			—		(4	)		—		(7	)		37		—			170		—

Total U.S. corporate		2,487		30			38			178		(45	)		—		(261	)		76		(176	)		2,327		13

Non-U.S. corporate:
Utilities		386		—			5			30		—			—		—			—		(62	)		359		—
Energy		206		—			6			—		(1	)		—		(1	)		—		(33	)		177		—
Finance and insurance		182		4			9			4		—			—		(30	)		—		—			169		2
Consumer—non-cyclical		139		—			2			—		—			—		(12	)		—		—			129		—
Technology and
communications		67		1			1			—		(21	)		—		(19	)		—		—			29		—
Industrial		109		—			3			13		—			—		—			14		—			139		—
Capital goods		169		—			3			—		—			—		(15	)		—		(7	)		150		—
Consumer—cyclical		69		—			—			—		—			—		(2	)		2		—			69		—
Transportation		181		—			4			6		—			—		(10	)		11		(11	)		181		—
Other		25		(2	)		2			15		(2	)		—		—			11		—			49		—

Totalnon-U.S. corporate		1,533		3			35			68		(24	)		—		(89	)		38		(113	)		1,451		2

Residential mortgage-backed		43		—			1			26		—			—		(2	)		26		(8	)		86		—
Commercial mortgage-backed		54		(2	)		4			23		(9	)		—		—			—		(48	)		22		—
Other asset-backed		145		(8	)		11			116		(35	)		—		(12	)		58		(50	)		225		—

Total fixed maturity securities		4,301		25			87			411		(113	)		—		(365	)		198		(395	)		4,149		17

Equity securities		47		—			—			1		(1	)		—		—			—		(3	)		44		—

Other invested assets:
Derivative assets:
Equity index options		72		42			—			36		—			—		(69	)		—		—			81		21
Other foreign currencycontracts		3		(3	)		—			—		—			—		—			—		—			—		(2	)

Total derivative assets		75		39			—			36		—			—		(69	)		—		—			81		19

Total other invested assets		75		39			—			36		—			—		(69	)		—		—			81		19

Restricted other invested assetsrelated to securitization entities		131		—			—			—		(131	)		—		—			—		—			—		—
Reinsurance recoverable⁽²⁾		16		(3	)		—			—		—			1		—			—		—			14		(3	)

Total Level 3 assets	$	4,570	$	61		$	87		$	448	$	(245	)	$	1	$	(434	)	$	198	$	(398	)	$	4,288	$	33

⁽¹⁾

⁽²⁾	Represents embedded derivatives associated with the reinsured portion of our GMWB liabilities.

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	Beginning balance as of January 1, 2016		Total realized and unrealized gains (losses)																TransferintoLevel 3⁽¹⁾		Transfer out ofLevel 3⁽¹⁾			Ending balance as of September 30, 2016		Total gains (losses) included in net income (loss) attributable to assets still held
(Amounts in millions)	Beginning balance as of January 1, 2016		Included in net income (loss)			Included in OCI			Purchases		Sales			Issuances		Settlements			TransferintoLevel 3⁽¹⁾		Transfer out ofLevel 3⁽¹⁾			Ending balance as of September 30, 2016
Fixed maturity securities:
U.S. government, agenciesand government-sponsoredenterprises	$	3	$	—		$	—		$	—	$	—		$	—	$	(1	)	$	—	$	—		$	2	$	—
State and political subdivisions		35		2			(1	)		7		—			—		—			—		(7	)		36		2
U.S. corporate:
Utilities		449		1			28			101		(6	)		—		(9	)		68		(70	)		562		—
Energy		253		—			(1	)		—		—			—		(10	)		7		(47	)		202		—
Finance and insurance		715		12			58			54		(14	)		—		(59	)		72		(18	)		820		11
Consumer—non-cyclical		109		—			7			5		(18	)		—		—			—		—			103		—
Technology andcommunications		35		2			4			12		—			—		—			—		—			53		2
Industrial		61		—			5			—		—			—		—			12		—			78		—
Capital goods		180		1			6			—		(10	)		—		—			—		(41	)		136		1
Consumer—cyclical		239		4			9			44		(5	)		—		(42	)		19		(3	)		265		—
Transportation		106		1			9			17		—			—		(14	)		5		—			124		1
Other		182		1			1			—		—			—		(5	)		16		(33	)		162		1

Total U.S. corporate		2,329		22			126			233		(53	)		—		(139	)		199		(212	)		2,505		16

Non-U.S. corporate:
Utilities		287		—			9			62		(5	)		—		—			26		(10	)		369		—
Energy		252		—			33			8		(11	)		—		(31	)		—		(26	)		225		—
Finance and insurance		191		2			11			11		(1	)		—		—			—		—			214		2
Consumer—non-cyclical		169		2			9			3		(3	)		—		(48	)		12		—			144		—
Technology andcommunications		62		—			6			18		(5	)		—		—			—		—			81		—
Industrial		84		—			7			17		(20	)		—		—			24		—			112		—
Capital goods		213		1			7			—		—			—		(15	)		—		(33	)		173		1
Consumer—cyclical		71		—			2			—		—			—		(2	)		—		—			71		—
Transportation		144		1			3			—		—			—		(14	)		39		—			173		—
Other		72		(2	)		4			—		(12	)		—		(7	)		10		(38	)		27		(2	)

Totalnon-U.S. corporate		1,545		4			91			119		(57	)		—		(117	)		111		(107	)		1,589		1

Residential mortgage-backed		116		—			2			51		(45	)		—		(13	)		13		(87	)		37		—
Commercial mortgage-backed		10		—			1			23		—			—		(4	)		—		(2	)		28		—
Other asset-backed		1,142		(16	)		3			12		(25	)		—		(19	)		66		(1,013	)		150		(16	)

Total fixed maturity securities		5,180		12			222			445		(180	)		—		(293	)		389		(1,428	)		4,347		3

Equity securities		38		—			—			8		—			—		—			—		—			46		—

Other invested assets:
Derivative assets:
Credit default swaps		1		—			—			—		—			—		(1	)		—		—			—		—
Equity index options		30		5			—			51		—			—		(25	)		—		—			61		(4	)
Other foreign currencycontracts		3		(2	)		—			1		—			—		(1	)		—		—			1		(2	)

Total derivative assets		34		3			—			52		—			—		(27	)		—		—			62		(6	)

Total other invested assets		34		3			—			52		—			—		(27	)		—		—			62		(6	)

Restricted other invested assetsrelated to securitization entities		232		(55	)		—			—		—			—		(46	)		—		—			131		9
Reinsurance recoverable⁽²⁾		17		5			—			—		—			2		—			—		—			24		5

Total Level 3 assets	$	5,501	$	(35	)	$	222		$	505	$	(180	)	$	2	$	(366	)	$	389	$	(1,428	)	$	4,610	$	11

⁽¹⁾

⁽²⁾	Represents embedded derivatives associated with the reinsured portion of our GMWB liabilities.

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the gains and losses included in net income (loss) from assets measured at fair value on a recurring basis and for which we have utilized significant unobservable (Level 3) inputs to determine fair value and the related income statement line item in which these gains and losses were presented for the ~~three months ended March 31:~~periods indicated:


					Three months ended September 30,					Nine months ended September 30,
(Amounts in millions)	2017		2016		2017		2016			2017		2016
Total realized and unrealized gains (losses) included in net income:
Total realized and unrealized gains (losses) included in net income (loss):
Net investment income	$	9	$	20	$	7	$	11		$	22	$	(33	)
Net investment gains (losses)		8		8		28		(2	)		39		(2	)

Total	$	17	$	28	$	35	$	9		$	61	$	(35	)

Net gains (losses) included in net income attributable to assets still held:
Total gains (losses) included in net income (loss) attributable to assets still held:
Net investment income	$	7	$	15	$	5	$	9		$	18	$	23
Net investment gains (losses)		6		14		12		(11	)		15		(12	)

Total	$	13	$	29	$	17	$	(2	)	$	33	$	11

The amount presented for unrealized gains (losses) included in net income (loss) foravailable-for-sale securities represents impairments and accretion on certain fixed maturity securities.

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents a summary of the significant unobservable inputs used for certain asset fair value measurements that are based on internal models and classified as Level 3 as of ~~March 31,~~September 30, 2017:

(Amounts in millions)

Valuation technique

Fair value

Unobservable input

Range

Weighted-average

Valuation
technique

Fair value

Unobservable
input

Range

Weighted-
average

Fixed maturity securities:

U.S. corporate:

Utilities

Internal models

561

Credit spreads

84bps - 388bps

140bps

Internal models

647

Credit spreads

73bps - 379bps

135bps

Energy

Internal models

Credit spreads

98bps - 459bps

196bps

Internal models

Credit spreads

80bps - 193bps

142bps

Finance and insurance

Internal models

761

Credit spreads

88bps - 440bps

213bps

Internal models

629

Credit spreads

70bps - 354bps

180bps

Consumer—non-cyclical

Internal models

122

Credit spreads

100bps - 264bps

165bps

Internal models

127

Credit spreads

88bps - 247bps

132bps

Technology and communications

Internal models

Credit spreads

69bps - 374bps

275bps

Internal models

Credit spreads

60bps - 353bps

299bps

Industrial

Internal models

Credit spreads

103bps - 261bps

200bps

Internal models

Credit spreads

90bps - 207bps

162bps

Capital goods

Internal models

153

Credit spreads

66bps - 265bps

132bps

Internal models

118

Credit spreads

90bps - 247bps

140bps

Consumer—cyclical

Internal models

238

Credit spreads

66bps - 220bps

141bps

Internal models

236

Credit spreads

56bps - 210bps

129bps

Transportation

Internal models

Credit spreads

66bps - 254bps

157bps

Internal models

Credit spreads

56bps - 123bps

89bps

Other

Internal models

127

Credit spreads

77bps - 144bps

89bps

Internal models

161

Credit spreads

64bps - 135bps

75bps

Total U.S. corporate

Internal models

2,204

Credit spreads

66bps - 459bps

170bps

Internal models

2,130

Credit spreads

56bps - 379bps

146bps

Non-U.S. corporate:

Utilities

Internal models

386

Credit spreads

87bps - 191bps

129bps

Internal models

358

Credit spreads

77bps - 158bps

116bps

Energy

Internal models

133

Credit spreads

103bps - 172bps

134bps

Internal models

146

Credit spreads

90bps - 169bps

116bps

Finance and insurance

Internal models

159

Credit spreads

84bps - 215bps

123bps

Internal models

160

Credit spreads

69bps - 179bps

107bps

Consumer—non-cyclical

Internal models

117

Credit spreads

66bps - 222bps

132bps

Internal models

118

Credit spreads

56bps - 191bps

112bps

Technology and communications

Internal models

Credit spreads

161bps - 276bps

233bps

Internal models

Credit spreads

123bps - 222bps

171bps

Industrial

Internal models

101

Credit spreads

122bps - 222bps

169bps

Internal models

130

Credit spreads

109bps - 247bps

146bps

Capital goods

Internal models

129

Credit spreads

100bps - 180bps

128bps

Internal models

121

Credit spreads

88bps - 145bps

112bps

Consumer—cyclical

Internal models

Credit spreads

97bps - 153bps

122bps

Internal models

Credit spreads

87bps - 169bps

112bps

Transportation

Internal models

164

Credit spreads

91bps - 220bps

130bps

Internal models

161

Credit spreads

78bps - 210bps

115bps

Other

Internal models

Credit spreads

101bps - 1,480bps

374bps

Internal models

Credit spreads

101bps - 233bps

181bps

Total non-U.S. corporate

Internal models

1,316

Credit spreads

66bps - 1,480bps

138bps

Internal models

1,341

Credit spreads

56bps - 247bps

120bps

Derivative assets:

Equity index options

Discounted cash
flows

Equity index
volatility

— % - 39%

15%

Discounted
cash flows

Equity index
volatility

6% - 27%

Other foreign currency contracts

Discounted cash
flows

Foreign exchange
rate volatility

9% - 12%

11%

Certain classes of instruments classified as Level 3 are excluded above as a result of not being material or due to limitations in being able to obtain the underlying inputs used by certain third-party sources, such as broker quotes, used as an input in determining fair value.

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following tables set forth our liabilities by class of instrument that are measured at fair value on a recurring basis as of the dates indicated:


	March 31, 2017								September 30, 2017
(Amounts in millions)	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Liabilities
Policyholder account balances:
GMWB embedded derivatives⁽¹⁾	$	275	$	—	$	—	$	275	$	257	$	—	$	—	$	257
Fixed index annuity embedded derivatives		361		—		—		361		394		—		—		394
Indexed universal life embedded derivatives		12		—		—		12		14		—		—		14

Total policyholder account balances		648		—		—		648		665		—		—		665

Derivative liabilities:
Interest rate swaps		373		—		373		—		39		—		39		—
Foreign currency swaps		3		—		3		—
Credit default swaps related to securitization entities		1		—		1		—
Equity return swaps		5		—		5		—		2		—		2		—
Other foreign currency contracts		26		—		26		—		23		—		23		—

Total derivative liabilities		408		—		408		—		64		—		64		—

Borrowings related to securitization entities		13		—		—		13		12		—		—		12

Total liabilities	$	1,069	$	—	$	408	$	661	$	741	$	—	$	64	$	677

⁽¹⁾	Represents embedded derivatives associated with our GMWB liabilities, excluding the impact of reinsurance.


	December 31, 2016								December 31, 2016
(Amounts in millions)	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Liabilities
Policyholder account balances:
GMWB embedded derivatives⁽¹⁾	$	303	$	—	$	—	$	303	$	303	$	—	$	—	$	303
Fixed index annuity embedded derivatives		344		—		—		344		344		—		—		344
Indexed universal life embedded derivatives		11		—		—		11		11		—		—		11

Total policyholder account balances		658		—		—		658		658		—		—		658

Derivative liabilities:
Interest rate swaps		349		—		349		—		349		—		349		—
Foreign currency swaps		5		—		5		—		5		—		5		—
Credit default swaps related to securitization entities		1		—		1		—		1		—		1		—
Equity return swaps		1		—		1		—		1		—		1		—
Other foreign currency contracts		27		—		27		—		27		—		27		—

Total derivative liabilities		383		—		383		—		383		—		383		—

Borrowings related to securitization entities		12		—		—		12		12		—		—		12

Total liabilities	$	1,053	$	—	$	383	$	670	$	1,053	$	—	$	383	$	670

⁽¹⁾	Represents embedded derivatives associated with our GMWB liabilities, excluding the impact of reinsurance.

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following tables present additional information about liabilities measured at fair value on a recurring basis and for which we have utilized significant unobservable (Level 3) inputs to determine fair value as of or for the dates indicated:

(Amounts in millions)
Beginning
balance
as of
January 1,
2017 Total realized and
unrealized (gains)
losses Purchases Sales Issuances Settlements Transfer
into
Level 3 Transfer
out of
Level 3 Ending
balance
as of
March 31,
2017 Total
(gains)
losses
included
in net
(income)
attributable
to liabilities
still held
Included in
net (income) Included
in OCI
Policyholder account balances:

GMWB embedded derivatives⁽¹⁾
$ 303 $ (35 ) $ —   $ —   $ —   $ 7 $ —   $ —   $ —   $ 275 $ (31 )
Fixed index annuity embedded derivatives
344 20 —   —   —   (3 ) —   —   361 20
Indexed universal life embedded derivatives
11 (1 ) —   —   —   2 —   —   —   12 (1 )

Total policyholder account balances
658 (16 ) —   —   —   9 (3 ) —   —   648 (12 )

Borrowings related to securitization entities
12 1 —   —   —   —   —   —   —   13 1

Total Level 3 liabilities
$ 670 $ (15 ) $ —   $ —   $ —   $ 9 $ (3 ) $ —   $ —   $ 661 $ (11 )


	Beginning balance as of July 1, 2017		Total realized and unrealized (gains) losses					Purchases		Sales		Issuances		Settlements			Transfer into Level 3		Transfer out of Level 3		Ending balance as of September 30, 2017		Total (gains) losses included in net (income) loss attributable to liabilities still held
(Amounts in millions)	Beginning balance as of July 1, 2017		Included in net (income) loss			Included in OCI		Purchases		Sales		Issuances		Settlements			Transfer into Level 3		Transfer out of Level 3		Ending balance as of September 30, 2017
Policyholder account balances:
GMWB embeddedderivatives⁽¹⁾	$	281	$	(31	)	$	—	$	—	$	—	$	7	$	—		$	—	$	—	$	257	$	(31	)
Fixed index annuityembedded derivatives		376		21			—		—		—		—		(3	)		—		—		394		21
Indexed universal lifeembedded derivatives		13		(2	)		—		—		—		3		—			—		—		14		(2	)

Total policyholder accountbalances		670		(12	)		—		—		—		10		(3	)		—		—		665		(12	)

Borrowings related tosecuritization entities		12		—			—		—		—		—		—			—		—		12		—

Total Level 3 liabilities	$	682	$	(12	)	$	—	$	—	$	—	$	10	$	(3	)	$	—	$	—	$	677	$	(12	)

⁽¹⁾	Represents embedded derivatives associated with our GMWB liabilities, excluding the impact of reinsurance.

(Amounts in millions)
Beginning
balance
as of
January 1,
2016 Total realized and
unrealized (gains)
losses Purchases Sales Issuances Settlements Transfer
into
Level 3 Transfer
out of
Level 3 Ending
balance
as of
March 31,
2016 Total
(gains)
losses
included
in net
(income)
attributable
to liabilities
still held
Included in
net (income) Included
in OCI
Policyholder account balances:

GMWB embedded derivatives ⁽¹⁾
$ 352 $ 83 $ —   $ —   $ —   $ 8 $ —   $ —   $ —   $ 443 $ 87
Fixed index annuity embedded derivatives
342 (3 ) —   —   —   10 (4 ) —   —   345 (3 )
Indexed universal life embedded derivatives
10 (2 ) —   —   —   4 —   —   —   12 (2 )

Total policyholder account balances
704 78 —   —   —   22 (4 ) —   —   800 82

Derivative liabilities:

Credit default swaps related to securitization entities
14 (9 ) —   —   —   1 —   —   —   6 (9 )

Total derivative liabilities
14 (9 ) —   —   —   1 —   —   —   6 (9 )

Borrowings related to securitization entities
81 4 —   —   —   —   —   —   —   85 4

Total Level 3 liabilities
$ 799 $ 73 $ —   $ —   $ —   $ 23 $ (4 ) $ —   $ —   $ 891 $ 77


(Amounts in millions)	Beginning balance as of July 1, 2016		Total realized and unrealized (gains) losses					Purchases		Sales		Issuances		Settlements			Transfer into Level 3		Transfer out of Level 3		Ending balance as of September 30, 2016		Total (gains) losses included in net (income) loss attributable to liabilities still held
(Amounts in millions)	Beginning balance as of July 1, 2016		Included in net (income) loss			Included in OCI		Purchases		Sales		Issuances		Settlements			Transfer into Level 3		Transfer out of Level 3		Ending balance as of September 30, 2016
Policyholder account balances:
GMWB embeddedderivatives⁽¹⁾	$	494	$	(63	)	$	—	$	—	$	—	$	8	$	—		$	—	$	—	$	439	$	(59	)
Fixed index annuityembedded derivatives		351		16			—		—		—		—		(3	)		—		—		364		16
Indexed universal lifeembedded derivatives		13		(3	)		—		—		—		3		—			—		—		13		(3	)

Total policyholder accountbalances		858		(50	)		—		—		—		11		(3	)		—		—		816		(46	)

Borrowings related tosecuritization entities		11		—			—		—		—		—		—			—		—		11		—

Total Level 3 liabilities	$	869	$	(50	)	$	—	$	—	$	—	$	11	$	(3	)	$	—	$	—	$	827	$	(46	)

⁽¹⁾	Represents embedded derivatives associated with our GMWB liabilities, excluding the impact of reinsurance.

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	Beginning balance as of January 1, 2017		Total realized and unrealized (gains) losses					Purchases		Sales		Issuances		Settlements			Transfer into Level 3		Transfer out of Level 3		Ending balance as of September 30, 2017		Total (gains) losses included in net (income) loss attributable to liabilities still held
(Amounts in millions)	Beginning balance as of January 1, 2017		Included in net (income) loss			Included in OCI		Purchases		Sales		Issuances		Settlements			Transfer into Level 3		Transfer out of Level 3		Ending balance as of September 30, 2017
Policyholder account balances:
GMWB embeddedderivatives⁽¹⁾	$	303	$	(67	)	$	—	$	—	$	—	$	21	$	—		$	—	$	—	$	257	$	(64	)
Fixed index annuityembedded derivatives		344		57			—		—		—		—		(7	)		—		—		394		57
Indexed universal lifeembedded derivatives		11		(5	)		—		—		—		8		—			—		—		14		(5	)

Total policyholder accountbalances		658		(15	)		—		—		—		29		(7	)		—		—		665		(12	)

Borrowings related tosecuritization entities		12		1			—		—		—		—		(1	)		—		—		12		1

Total Level 3 liabilities	$	670	$	(14	)	$	—	$	—	$	—	$	29	$	(8	)	$	—	$	—	$	677	$	(11	)

⁽¹⁾	Represents embedded derivatives associated with our GMWB liabilities, excluding the impact of reinsurance.


	Beginning balance as of January 1, 2016		Total realized and unrealized (gains) losses					Purchases		Sales		Issuances		Settlements			Transfer into Level 3		Transfer out of Level 3			Ending balance as of September 30, 2016		Total (gains) losses included in net (income) loss attributable to liabilities still held
(Amounts in millions)	Beginning balance as of January 1, 2016		Included in net (income) loss			Included in OCI		Purchases		Sales		Issuances		Settlements			Transfer into Level 3		Transfer out of Level 3			Ending balance as of September 30, 2016
Policyholder account balances:
GMWB embeddedderivatives⁽¹⁾	$	352	$	63		$	—	$	—	$	—	$	24	$	—		$	—	$	—		$	439	$	72
Fixed index annuityembedded derivatives		342		22			—		—		—		10		(10	)		—		—			364		22
Indexed universal lifeembedded derivatives		10		(6	)		—		—		—		9		—			—		—			13		(6	)

Total policyholderaccount balances		704		79			—		—		—		43		(10	)		—		—			816		88

Derivative liabilities:
Credit default swaps relatedto securitization entities		14		(13	)		—		—		—		—		2			—		(3	)		—		—

Total derivative liabilities		14		(13	)		—		—		—		—		2			—		(3	)		—		—

Borrowings related tosecuritization entities		81		(65	)		—		—		—		—		(5	)		—		—			11		—

Total Level 3 liabilities	$	799	$	1		$	—	$	—	$	—	$	43	$	(13	)	$	—	$	(3	)	$	827	$	88

⁽¹⁾	Represents embedded derivatives associated with our GMWB liabilities, excluding the impact of reinsurance.

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the gains and losses included in net (income) loss from liabilities measured at fair value on a recurring basis and for which we have utilized significant unobservable (Level 3) inputs to determine fair value and the related income statement line item in which these gains and losses were presented for the ~~three months ended March 31:~~periods indicated:


						Three months ended September 30,						Nine months ended September 30,
(Amounts in millions)	2017			2016		2017			2016			2017			2016
Total realized and unrealized (gains) losses included in net (income):
Total realized and unrealized (gains) losses included in net (income) loss:
Net investment income	$	—		$	—	$	—		$	—		$	—		$	—
Net investment (gains) losses		(15	)		73		(12	)		(50	)		(14	)		1

Total	$	(15	)	$	73	$	(12	)	$	(50	)	$	(14	)	$	1

Total (gains) losses included in net (income) attributable to liabilities still held:
Total (gains) losses included in net (income) loss attributable to liabilities still held:
Net investment income	$	—		$	—	$	—		$	—		$	—		$	—
Net investment (gains) losses		(11	)		77		(12	)		(46	)		(11	)		88

Total	$	(11	)	$	77	$	(12	)	$	(46	)	$	(11	)	$	88

Purchases, sales, issuances and settlements represent the activity that occurred during the period that results in a change of the asset or liability but does not represent changes in fair value for the instruments held at the beginning of the period. Such activity primarily consists of purchases, sales and settlements of fixed maturity, equity and trading securities and purchases, issuances and settlements of derivative instruments.

Issuances presented for GMWB embedded derivative liabilities are characterized as the change in fair value associated with the product fees recognized that are attributed to the embedded derivative to equal the expected future benefit costs upon issuance. Issuances for fixed index annuity and indexed universal life embedded derivative liabilities represent the amount of the premium received that is attributed to the value of the embedded derivative. Settlements of embedded derivatives are characterized as the change in fair value upon exercising the embedded derivative instrument, effectively representing a settlement of the embedded derivative instrument. We have shown these changes in fair value separately based on the classification of this activity as effectively issuing and settling the embedded derivative instrument with all remaining changes in the fair value of these embedded derivative instruments being shown separately in the category labeled “included in net (income)” loss” in the tables presented above.

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents a summary of the significant unobservable inputs used for certain liability fair value measurements that are based on internal models and classified as Level 3 as of ~~March 31,~~September 30, 2017:

(Amounts in millions)
Valuation technique Fair value Unobservable input Range Weighted-average
Policyholder account balances:

GMWB embedded derivatives⁽¹⁾

Stochastic cash flow
model
$ 275

Withdrawal
utilization rate
Lapse rate
Non-performance risk
(credit spreads)
Equity index
volatility

39% - 83%
— % - 7%
40bps - 85bps
14% - 24%

64%
4%
69bps
20%

Fixed index annuity embedded derivatives

Option budget
method
$ 361
Expected future
interest credited
— % - 3% 2%

Indexed universal life embedded derivatives

Option budget
method
$ 12
Expected future
interest credited
3% - 9% 5%

(Amounts in millions)

Valuation
technique

Fair
value

Unobservable input

Range

Weighted-
average

Policyholder account balances:

Withdrawal
utilization rate

40% - 84%

65%

Lapse rate

— % - 8%

Non-performance
risk (credit
spreads)

26bps - 83bps

66bp

GMWB embeddedderivatives⁽¹⁾

Stochastic cash
flow model

$257

Equity index
volatility

13% - 24%

20%

Fixed index annuity embeddedderivatives

Option budget
method

$394

Expected future
interest credited

— % - 2%

Indexed universal life embeddedderivatives

Option budget
method

$14

Expected future
interest credited

3% - 8%

⁽¹⁾	Represents embedded derivatives associated with our GMWB liabilities, excluding the impact of reinsurance.

(7) Deferred Acquisition Costs

The following table presents the activity impacting deferred acquisition costs (“DAC”) for the dates indicated:


	As of or for the nine months ended September 30,
(Amounts in millions)	2017			2016
Unamortized beginning balance	$	4,241		$	4,569
Impact of foreign currency translation		12			8
Costs deferred		67			124
Amortization, net of interest accretion		(261	)		(257	)

Unamortized ending balance		4,059			4,444
Accumulated effect of net unrealized investment (gains) losses		(1,717	)		(462	)

Ending balance	$	2,342		$	3,982

We regularly review DAC to determine if it is recoverable from future income. In 2017 and 2016, we performed loss recognition testing and determined that we had premium deficiencies in our fixed immediate annuity products. As of June 30, 2016, we wrote off the entire DAC balance for our fixed immediate annuity products of $14 million through amortization. In addition, as a result of our fixed immediate annuity loss recognition testing as of September 30, 2017 and 2016, we increased our future policy benefit reserves and recognized expenses of $31 million and $24 million, respectively. The premium deficiency test results were primarily driven by the low interest rate environment. As of September 30, 2017, we believe all of our other businesses had sufficient future income and therefore the related DAC was recoverable.

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

In addition, we are required to analyze the impacts from net unrealized investment gains and losses on ouravailable-for-sale investment securities backing insurance liabilities, as if those unrealized investment gains and losses were realized. These “shadow accounting” adjustments result in the recognition of unrealized gains and losses on related insurance assets and liabilities in a manner consistent with the recognition of the unrealized gains and losses onavailable-for-sale investment securities within the statements of comprehensive income and changes in equity. Changes to net unrealized investment (gains) losses may increase or decrease the ending DAC balance. Similar to a loss recognition event, when the DAC balance is reduced to zero, additional insurance liabilities are established if necessary. Unlike a loss recognition event, based on changes in net unrealized investment (gains) losses, these shadow adjustments may reverse from period to period. As of September 30, 2017, due primarily to the decline in interest rates increasing unrealized investments gains, we reduced the DAC balance of our long-term care insurance business to zero, a cumulative decrease in the accumulated effect of net unrealized investment gains of approximately $1.3 billion out of the total $1.7 billion in the table above, with an offsetting amount recorded in other comprehensive income (loss). In addition, we increased our future policy benefit reserves in our long-term care insurance business by approximately $333 million as of September 30, 2017, with an offsetting amount recorded in other comprehensive income (loss). There was no impact to net income (loss).

(8) Liability for Policy and Contract Claims

The following table sets forth changes in our liability for policy and contract claims as of the dates indicated:

   As of or for the three
months ended
March 31,
(Amounts in millions)
   2017    2016
Beginning balance
   $ 9,256    $ 8,095
Less reinsurance recoverables
   (2,409 )    (2,122 )




Net beginning balance
   6,847    5,973




Incurred related to insured events of:

Current year
   937    778
Prior years
   (106 )    20




Total incurred
   831    798




Paid related to insured events of:

Current year
   (178 )    (185 )
Prior years
   (656 )    (634 )




Total paid
   (834 )    (819 )




Interest on liability for policy and contract claims
   73    61
Foreign currency translation
   14    15




Net ending balance
   6,931    6,028
Add reinsurance recoverables
   2,364    2,149




Ending balance
   $ 9,295    $ 8,177

~~GENWORTH FINANCIAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~


	As of or for the nine months endedSeptember 30,
(Amounts in millions)	2017			2016
Beginning balance	$	9,256		$	8,095
Less reinsurance recoverables		(2,409	)		(2,122	)

Net beginning balance		6,847			5,973

Incurred related to insured events of:
Current year		2,748			2,569
Prior years		(306	)		320

Total incurred		2,442			2,889

Paid related to insured events of:
Current year		(755	)		(727	)
Prior years		(1,746	)		(1,646	)

Total paid		(2,501	)		(2,373	)

Interest on liability for policy and contract claims		223			188
Foreign currency translation		27			14

Net ending balance		7,038			6,691
Add reinsurance recoverables		2,346			2,178

Ending balance	$	9,384		$	8,869

The liability for policy and contract claims represents our current best estimate; however, there may be future adjustments to this estimate and related assumptions. Such adjustments, reflecting any variety of new and

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

adverse trends, could possibly be significant, and result in increases in reserves by an amount that could be material to our results of operations and financial condition and liquidity.

As of the ~~three~~nine months ended ~~March 31,~~September 30, 2017, the favorable development of ~~$106~~$306 million related to insured events of prior years was primarily attributable to favorable claim terminations ~~and benefit utilization~~ in our long-term care insurance ~~business~~business. Our mortgage insurance businesses also experienced favorable prior year claim development mostly from an improvement in net cures and aging of existing claims, as well as lower delinquencies and an improvement in the ~~current year.~~estimated claim severity or amount.

~~(8)~~(9) Income Taxes

The reconciliation of the federal statutory tax rate to the effective income tax rate was as follows for the periods indicated:


	Three months ended March 31,										Three months ended September 30,										Nine months ended September 30,
(Amounts in millions)	2017					2016					2017					2016					2017					2016
Pre-tax income	$	332				$	150
Pre-tax income (loss)											$	286				$	(125	)			$	1,019				$	376

Statutory U.S. federal income tax rate	$	116		35.0	%	$	53		35.0	%	$	100		35.0	%	$	(44	)	35.0	%	$	357		35.0	%	$	132		35.0	%
Increase (reduction) in rate resulting from:
State income tax, net of federal income tax effect		(2	)	(0.9	)		1		0.8			1		0.1			—		—			(2	)	(0.2	)		1		0.2
Tax favored investments		1		0.4			(1	)	(0.6	)		6		1.9			1		(0.7	)		3		0.3			(2	)	(0.5	)
Effect of foreign operations		—		—			(6	)	(4.0	)		(6	)	(2.0	)		5		(3.9	)		(14	)	(1.3	)		(12	)	(3.3	)
Reversal of valuation allowance		—		—			(25	)	(16.5	)
Non-deductible expenses												—		—			(1	)	0.5			1		0.1			(1	)	(0.1	)
Valuation allowance												—		—			265		(212.9	)		—		—			240		63.8
Stock-based compensation		1		0.4			3		1.7			1		0.5			2		(1.8	)		3		0.2			5		1.4
Loss on sale of business		—		—			(2	)	(1.2	)		—		—			—		—			—		—			(1	)	(0.2	)
Other, net												—		—			(6	)	4.8			—		—			(7	)	(1.8	)

Effective rate	$	116		34.9	%	$	23		15.2	%	$	102		35.5	%	$	222		(179.0	)%	$	348		34.1	%	$	355		94.5	%

The effective tax rate for the three and nine months ended ~~March 31,~~September 30, 2017 was impacted by higher tax benefits from lower taxed foreign income. The effective tax rate for the three and nine months ended September 30, 2016 was impacted by a valuation allowance of $265 million recorded on deferred tax assets related to foreign tax credits that we no longer expect to realize. The effective tax rate for the nine months ended September 30, 2016 was also impacted by the reversal of a deferred tax valuation allowance related to our mortgage insurance business in Europe due to ~~incremental~~ taxable gains supporting the recognition of these deferred tax ~~assets.~~assets in the prior year.

~~(9)~~(10) Segment Information

We have the following five operating business segments: U.S. Mortgage Insurance; Canada Mortgage Insurance; Australia Mortgage Insurance; U.S Life Insurance (which includes our long-term care insurance, life insurance and fixed annuities businesses); and Runoff (which includes the results ofnon-strategic products which have not been actively sold). In addition to our five operating business segments, we also have Corporate and Other activities which include debt financing expenses that are incurred at the Genworth Holdings level,

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

unallocated corporate income and expenses, eliminations of inter-segment transactions and the results of other businesses that are managed outside of our operating segments, including certain smaller international mortgage insurance businesses and discontinued operations.

~~GENWORTH FINANCIAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

between the consolidated provision for income taxes and the sum of the provision for income taxes in each segment is reflected in Corporate and Other activities. The annually-determined tax rates and adjustments to each segment’s provision for income taxes are estimates which are subject to review and could change from year to year.

We use the same accounting policies and procedures to measure segment income (loss) and assets as our consolidated net income (loss) and assets. Our chief operating decision maker evaluates segment performance and allocates resources on the basis of “adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders.” We define adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders as income (loss) from continuing operations excluding theafter-tax effects of income attributable to noncontrolling interests, net investment gains (losses), goodwill impairments, gains (losses) on the sale of businesses, gains (losses) on the early extinguishment of debt, gains (losses) on insurance block transactions, restructuring costs and infrequent or unusualnon-operating items. Gains (losses) on insurance block transactions are defined as gains (losses) on the early extinguishment ofnon-recourse funding obligations, early termination fees for other financing restructuring and/or resulting gains (losses) on reinsurance restructuring for certain blocks of business. We exclude net investment gains (losses) and infrequent or unusualnon-operating items because we do not consider them to be related to the operating performance of our segments and Corporate and Other activities. A component of our net investment gains (losses) is the result of impairments, the size and timing of which can vary significantly depending on market credit cycles. In addition, the size and timing of other investment gains (losses) can be subject to our discretion and are influenced by market opportunities, as well as asset-liability matching considerations. Goodwill impairments, gains (losses) on the sale of businesses, gains (losses) on the early extinguishment of debt, gains (losses) on insurance block transactions and restructuring costs are also excluded from adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders because, in our opinion, they are not indicative of overall operating trends. Infrequent or unusualnon-operating items are also excluded from adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders if, in our opinion, they are not indicative of overall operating trends.

While some of these items may be significant components of net income (loss) available to Genworth Financial, Inc.’s common stockholders in accordance with U.S. GAAP, we believe that adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders, and measures that are derived from or incorporate adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders, are appropriate measures that are useful to investors because they identify the income (loss) attributable to the ongoing operations of the business. Management also uses adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders as a basis for determining awards and compensation for senior management and to evaluate performance on a basis comparable to that used by analysts. However, the items excluded from adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders have occurred in the past and could, and in some cases will, recur in the future. Adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders is not a substitute for net income (loss) available to Genworth Financial, Inc.’s common stockholders determined in accordance with U.S. GAAP. In addition, our

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

definition of adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders may differ from the definitions used by other companies.

Adjustments to reconcile net income (loss) attributable to Genworth Financial, Inc.’s common stockholders and adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders assume a 35% tax rate (unless otherwise indicated) and are net of the portion attributable to noncontrolling interests. Net investment gains (losses) are also adjusted for ~~deferred acquisition costs (“DAC”)~~DAC and other intangible amortization and certain benefit reserves.

~~GENWORTH FINANCIAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~In the first quarter of 2017, we~~We recorded apre-tax expense of $1 million in both the third and first quarters of 2017 related to restructuring costs as the company continues to evaluate and appropriately size its organizational needs and expenses.

In the third quarter of 2016, we recorded apre-tax expense of $2 million related to restructuring costs as part of an expense reduction plan as the company evaluated and appropriately sized its organizational needs and expenses.

In the second quarter of 2016, we completed the sale of our mortgage insurance business in Europe and recorded an additionalpre-tax loss of $2 million; we completed the sale of our term life insurance new business platform and recorded apre-tax gain of $12 million; we settled restricted borrowings related to a securitization entity and recorded a $64 millionpre-tax gain related to the early extinguishment of debt; and we recorded apre-tax expense of $5 million related to restructuring costs as part of an expense reduction plan as the company evaluated and appropriately sized its organizational needs and expenses.

In the first quarter of ~~2016:~~2016, we recorded apre-tax loss of $7 million and a tax benefit of $27 million related to the planned sale of our mortgage insurance business in Europe; we paid apre-tax make-whole expense of $20 million related to the early redemption of Genworth Holdings’ 2016 notes; we also repurchased $28 million principal amount of Genworth Holdings’ notes with various maturity dates for apre-tax gain of $4 million; we completed a life block transaction resulting in apre-tax loss of $9 million in connection with the early extinguishment ofnon-recourse funding ~~obligations~~obligations; and we recorded apre-tax expense of $15 million related to restructuring costs as part of an expense reduction plan as the company ~~evaluates~~evaluated and appropriately ~~sizes~~sized its organizational needs and expenses.

There were no infrequent or unusual items excluded from adjusted operating income (loss) during the periods presented other than the following ~~items.~~item. We incurred fees during the first quarter of 2016 related to Genworth Holdings’ bond consent solicitation of $18 million for broker, advisor and investment banking fees.

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following is a summary of revenues for our segments and Corporate and Other activities for the periods indicated:


	Three months ended March 31,						Three months ended September 30,					Nine months ended September 30,
(Amounts in millions)	2017			2016			2017		2016			2017			2016
Revenues:
U.S. Mortgage Insurance segment	$	187		$	175		$	194	$	186		$	570		$	537

Canada Mortgage Insurance segment		169			160			220		156			593			463

Australia Mortgage Insurance segment		122			105			98		115			317			333

U.S. Life Insurance segment:
Long-term care insurance		994			952			1,033		980			3,063			3,051
Life insurance		417			123			389		418			1,217			953
Fixed annuities		205			206			190		218			605			613

U.S. Life Insurance segment		1,616			1,281			1,612		1,616			4,885			4,617

Runoff segment		87			69			90		84			266			218

Corporate and Other activities		(10	)		(5	)		1		(7	)		(22	)		3

Total revenues	$	2,171		$	1,785		$	2,215	$	2,150		$	6,609		$	6,171

The increase in total revenues for the nine months ended September 30, 2017 was ~~mostly~~primarily attributable to our U.S. Life Insurance segment driven mostly by a life block transaction in our life insurance business in the first quarter of 2016, under which we initially ceded $326 million of certain term life insurance premiums.

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following tables present the reconciliation of net income (loss) available to Genworth Financial, Inc.’s common stockholders to adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders for our segments and Corporate and Other activities and a summary of adjusted operating income

~~GENWORTH FINANCIAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

(loss) available to Genworth Financial, Inc.’s common stockholders for our segments and Corporate and Other activities for the periods indicated:

   Three months ended
March 31,
(Amounts in millions)
   2017    2016
Net income available to Genworth Financial, Inc.'s common stockholders
   $ 155    $ 53
Add: net income attributable to noncontrolling interests
   61    55




Net income
   216    108
Loss from discontinued operations, net of taxes
   —      (19 )




Income from continuing operations
   216    127
Less: income from continuing operations attributable to

noncontrolling interests
   61    55




Income from continuing operations available to Genworth Financial, Inc.'s common stockholders
   155    72
Adjustments to income from continuing operations available to Genworth Financial, Inc.'s common stockholders:

Net investment (gains) losses, net⁽¹⁾
   (20 )    19
(Gains) losses from sale of businesses
   —      7
(Gains) losses on early extinguishment of debt, net
   —      16
Losses from life block transactions
   —      9
Expenses related to restructuring
   1    15
Fees associated with bond consent solicitation
   —      18
Taxes on adjustments
   7    (53 )




Adjusted operating income available to Genworth Financial, Inc.'s common stockholders
   $ 143    $ 103


	Three months ended September 30,						Nine months ended September 30,
(Amounts in millions)	2017			2016			2017			2016
Net income (loss) available to Genworth Financial, Inc.’scommon stockholders	$	107		$	(380	)	$	464		$	(155	)
Add: net income attributable to noncontrolling interests		68			48			198			151

Net income (loss)		175			(332	)		662			(4	)
Income (loss) from discontinued operations, net of taxes		(9	)		15			(9	)		(25	)

Income (loss) from continuing operations		184			(347	)		671			21
Less: income from continuing operations attributable tononcontrolling interests		68			48			198			151

Income (loss) from continuing operations available to Genworth Financial,Inc.’s common stockholders		116			(395	)		473			(130	)
Adjustments to income (loss) from continuing operations available toGenworth Financial, Inc.’s common stockholders:
Net investment (gains) losses, net⁽¹⁾		(62	)		(18	)		(161	)		(38	)
(Gains) losses from sale of businesses		—			—			—			(3	)
(Gains) losses on early extinguishment of debt, net		—			—			—			(48	)
Losses from life block transactions		—			—			—			9
Expenses related to restructuring		1			2			2			22
Fees associated with bond consent solicitation		—			—			—			18
Taxes on adjustments		21			6			56			(9	)

Adjusted operating income (loss) available to Genworth Financial, Inc.’scommon stockholders	$	76		$	(405	)	$	370		$	(179	)

⁽¹⁾

For the three months ended ~~March 31,~~September 30, 2017 and 2016, net investment (gains) losses were adjusted for net investment (gains) losses attributable to noncontrolling interests of $23 million and $2 million, respectively. For the nine months ended September 30, 2017 and 2016, net investment (gains) losses were adjusted for DAC and other intangible amortization and certain benefit reserves of $—zero and ~~$(9)~~$(15) million, respectively, and adjusted for net investment (gains) losses attributable to noncontrolling interests of ~~$14~~$59 million and $9$8 million, respectively.

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	Three months ended March 31,						Three months ended September 30,						Nine months ended September 30,
(Amounts in millions)	2017			2016			2017			2016			2017			2016
Adjusted operating income (loss) available to Genworth Financial, Inc.'s common stockholders:
Adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders:
U.S. Mortgage Insurance segment	$	73		$	61		$	73		$	67		$	237		$	189

Canada Mortgage Insurance segment		36			33			37			36			114			107

Australia Mortgage Insurance segment		13			19			12			14			37			48

U.S. Life Insurance segment:
Long-term care insurance		14			34			(5	)		(270	)		42			(199	)
Life insurance		16			31			(9	)		48			6			110
Fixed annuities		23			26			13			15			43			28

U.S. Life Insurance segment		53			91			(1	)		(207	)		91			(61	)

Runoff segment		14			4			13			12			38			22
Corporate and Other activities		(46	)		(105	)		(58	)		(327	)		(147	)		(484	)
Adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders							$	76		$	(405	)	$	370		$	(179	)

Adjusted operating income available to Genworth Financial, Inc.'s common stockholders	$	143		$	103

The following is a summary of total assets for our segments and Corporate and Other activities as of the dates indicated:


(Amounts in millions)	March 31, 2017		December 31, 2016		September 30, 2017		December 31, 2016
Assets:
U.S. Mortgage Insurance segment	$	2,735	$	2,674	$	3,015	$	2,674
Canada Mortgage Insurance segment		4,969		4,884		5,435		4,884
Australia Mortgage Insurance segment		2,782		2,619		2,814		2,619
U.S. Life Insurance segment		82,065		81,933		81,858		81,933
Runoff segment		11,262		11,352		11,149		11,352
Corporate and Other activities		873		1,196		358		1,196

Total assets	$	104,686	$	104,658	$	104,629	$	104,658

~~(10)~~(11) Commitments and Contingencies

(a) Litigation and Regulatory Matters

We face the risk of litigation and regulatory investigations and actions in the ordinary course of operating our businesses, including the risk of class action lawsuits. Our pending legal and regulatory actions include proceedings specific to us and others generally applicable to business practices in the industries in which we operate. In our insurance operations, we are, have been, or may become subject to class actions and individual suits alleging, among other things, issues relating to sales or underwriting practices, increases to ~~in-force long-term~~in-forcelong-term care insurance premiums, payment of contingent or other sales commissions, claims payments and procedures, product design, product disclosure, product administration, additional premium charges for premiums paid on a periodic basis, denial or delay of benefits, charging excessive or impermissible fees on

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

products, recommending unsuitable products to customers, our pricing structures and business practices in our

~~GENWORTH FINANCIAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

mortgage insurance businesses, such as captive reinsurance arrangements with lenders and contract underwriting services, violations of the Real Estate Settlement and Procedures Act of 1974 or related state anti-inducement laws, and mortgage insurance policy rescissions and curtailments, and breaching fiduciary or other duties to customers, including but not limited to breach of customer information. Plaintiffs in class action and other lawsuits against us may seek very large or indeterminate amounts which may remain unknown for substantial periods of time. In our investment-related operations, we are subject to litigation involving commercial disputes with counterparties. We are also subject to litigation arising out of our general business activities such as our contractual and employment relationships, post-closing obligations associated with previous dispositions and securities lawsuits. In addition, we are also subject to various regulatory inquiries, such as information requests, subpoenas, books and record examinations and market conduct and financial examinations from state, federal and international regulators and other authorities. A substantial legal liability or a significant regulatory action against us could have an adverse effect on our business, financial condition and results of operations. Moreover, even if we ultimately prevail in the litigation, regulatory action or investigation, we could suffer significant reputational harm, which could have an adverse effect on our business, financial condition or results of operations.

In April 2014, Genworth Financial, Inc., its former chief executive officer and its then current chief financial officer were named in a putative class action lawsuit captionedCity of Hialeah Employees’ Retirement System v. Genworth Financial, Inc.,et al., in the United States District Court for the Southern District of New York. Plaintiff alleges securities law violations involving certain disclosures in 2012 concerning Genworth’s Australian mortgage insurance business, including our plans for an IPO of the business. The lawsuit seeks unspecified damages, costs and attorneys’ fees and such equitable/injunctive relief as the court may deem proper. The United States District Court for the Southern District of New York appointed City of Hialeah Employees’ Retirement System and New Bedford Contributory Retirement System as lead plaintiffs and designated the caption of the action asIn re Genworth Financial, Inc. Securities Litigation. On October 3, 2014, the lead plaintiffs filed an amended complaint. On December 2, 2014, we filed a motion to dismiss plaintiffs’ amended complaint. On March 25, 2015, the United States District Court for the Southern District of New York denied the motion but entered an order dismissing the amended complaint with leave to replead. On April 17, 2015, plaintiffs filed a second amended complaint. We filed a motion to dismiss the second amended complaint and on June 16, 2015, the court denied the motion to dismiss. On January 22, 2016, we filed a motion for reconsideration of the court’s June 16, 2015 order denying our motion to dismiss which the court denied on March 3, 2016. On January 29, 2016, plaintiffs filed a motion for class certification which we opposed. On March 7, 2016, the court granted plaintiffs’ motion for class certification. We have exhausted all coverage under our 2014 executive and organizational liability insurance program applicable to this case; therefore, there is no insurance coverage for Genworth with respect to any settlement or judgment amount related to this litigation. The parties engaged in settlement discussions. On March 21, 2017 in connection with those discussions, we reached an agreement in principle to settle the action, subject to the execution of a stipulation and agreement of settlement that provides a full release of all defendants in connection with the allegations made in the lawsuit, and for a settlement payment to the class of $20 million, inclusive of all plaintiffs’ attorneys fees and expenses and settlement costs, and subject further to the approval of the court. Subsequently, the parties executed a stipulation and agreement of settlement. We believe that the plaintiffs’ claims are without merit, but we are settling the lawsuit to avoid the burden, risk and expense of further litigation. On June 21, 2017, plaintiffs filed the stipulation and agreement of settlement and motion for preliminary approval with the court. On July 28, 2017, the court held a preliminary approval hearing, preliminarily approved the settlement, and set November 15, 2017 for a final approval hearing.

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

In January 2016, Genworth Financial, Inc., its current chief executive officer, its former chief executive officer, its former chief financial officer and current and former members of its board of directors were named in a shareholder derivative suit filed by International Union of Operating Engineers Local No. 478 Pension Fund, Richard L. Salberg and David Pinkoski in the Court of Chancery of the State of Delaware. The case was captionedInt’l Union of Operating Engineers Local No. 478 Pension Fund, et al v. McInerney, et al. In February 2016, Genworth Financial, Inc., its current chief executive officer, its former chief executive officer, its former

~~GENWORTH FINANCIAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

chief financial officer and current and former members of its board of directors were named in a second shareholder derivative suit filed by Martin Cohen in the Court of Chancery of the State of Delaware. The case was captionedCohen v. McInerney, et al. On February 23, 2016, the Court of Chancery of the State of Delaware consolidated these derivative suits under the captionGenworth Financial, Inc. Consolidated Derivative Litigation. On March 28, 2016, plaintiffs in the consolidated action filed an amended complaint. The amended complaint alleges breaches of fiduciary duties concerning Genworth’s long-term care insurance reserves and concerning Genworth’s Australian mortgage insurance business, including our plans for an IPO of the business and seeks unspecified damages, costs, attorneys’ fees and such equitable relief as the court may deem proper. The amended consolidated complaint also adds Genworth’s current chief financial officer as a defendant, based on the current chief financial officer’s alleged conduct in her former capacity as Genworth’s controller and principal accounting officer. We moved to dismiss the consolidated action on May 27, 2016. Thereafter, plaintiffs filed a substantially similar second amended complaint which we moved to dismiss on September 16, 2016. The motion is fully briefed and awaiting disposition by the court.

In October 2016, Genworth Financial, Inc., its current chief executive officer, its former chief executive officer, its current chief financial officer, its former chief financial officer and current and former members of its board of directors were named in a shareholder derivative suit filed by Esther Chopp in the Court of Chancery of the State of Delaware. The case is captionedChopp v. McInerney, et al. The complaint alleges that Genworth’s board of directors wrongfully refused plaintiff’s demand to commence litigation on behalf of Genworth and asserts claims for breaches of fiduciary duties, waste, contribution and indemnification, and unjust enrichment concerning Genworth’s long-term care insurance reserves and concerning Genworth’s Australian mortgage insurance business, including our plans for an IPO of the business, and seeks unspecified damages, costs, attorneys’ fees and such equitable relief as the court may deem proper. We filed a motion to dismiss on November 14, 2016.

In December 2016, Genworth Financial, Inc., its current chief executive officer, its former chief executive officer, two former chief financial officers, and two of its insurance subsidiaries were named as defendants in a putative class action lawsuit captionedLeifer, et al v. Genworth Financial, Inc., et al, in the United States District Court for the Eastern District of Virginia, Richmond Division. Plaintiffs allege that the defendants’ financial disclosures and alleged misrepresentations concerning Genworth’s long-term care insurance reserves caused harm to current and former long-term care insurance policyholders and seek unspecified damages, declaratory and injunctive relief, attorneys’ fees, costs andpre-judgment and post-judgment interest. We filed a motion to dismiss on March 27, 2017. Plaintiffs filed an amended complaint on April 10, 2017. We ~~intend~~filed a motion to ~~vigorously defend this action.~~dismiss on May 22, 2017. On June 20, 2017, plaintiffs filed a notice of voluntary dismissal without prejudice. On June 26, 2017, the court so ordered the notice of withdrawal of first amended complaint and of voluntary dismissal without prejudice against all defendants.

In January 2017, two putative stockholder class action lawsuits, captionedRice v. Genworth Financial Incorporated, et al, andJames v. Genworth Financial, Inc. et al,were filed in the United States District Court for the Eastern District of Virginia, Richmond Division, against Genworth and its board of directors. A third putative stockholder class action lawsuit captionedRosenfeld Family Trust v. Genworth Financial, Inc. et al, was filed in

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

the United States District Court for the District of Delaware against Genworth and its board of directors. In February 2017, a fourth putative class action lawsuit captionedChopp v. Genworth Financial, Inc. et al, was filed in the United States District Court for the District of Delaware against Genworth and its board of directors and a fifth putative class action lawsuit captionedRatliff v. Genworth Financial, Inc. et al, was filed in the United States District Court for the Eastern District of Virginia, Richmond Division, against Genworth and its board of directors. The complaints in all five actions allege, among other things, that the preliminary proxy statement filed by Genworth with the SEC on December 21, 2016 contains false and/or materially misleading statements and/or omits material information. The complaints assert claims under Sections 14(a) and 20(a) of the Securities

~~GENWORTH FINANCIAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Exchange Act of 1934, and seek equitable relief, including declaratory and injunctive relief, and an award of attorneys’ fees and expenses. On February 2, 2017, the plaintiff inRice filed a motion for a preliminary injunction to enjoin the transaction described in the preliminary proxy. On February 10, 2017, defendants filed an opposition to the preliminary injunction motion in theRice action. Also on February 10, 2017, the plaintiff inRosenfeld Family Trust filed a motion for a preliminary injunction to enjoin the transaction described in the preliminary proxy. On February 14, 2017, defendants filed a motion to transfer theRosenfeld Family Trustaction to the Eastern District of Virginia. On February 15, 2017, defendants filed a motion to transfer theChopp action to the Eastern District of Virginia. On February 21, 2017, the parties to the Eastern District of Virginia actions (Rice, James andRatliff) reached an agreement in principle to resolve the pending preliminary injunction motion in the Eastern District of Virginia through additional disclosure prior to the March 7, 2017 stockholder vote on the proposed merger transaction. On February 22, 2017, the plaintiffs in the Eastern District of Virginia withdrew their preliminary injunction motion in consideration of the agreed disclosures to be filed in a Form8-K by February 24, 2017. Also on February 22, 2017, the court in the District of Delaware suspended briefing on the motion for preliminary injunction in theRosenfeld Family Trust action and entered an order transferring theRosenfeld Family Trust andChopp actions to the Eastern District of Virginia. On February 23, 2017, the court in the Eastern District of Virginia set theRosenfeld Family Trust preliminary injunction motion for a hearing on March 1, 2017. On February 26, 2017, defendants filed an opposition to the preliminary injunction motion in theRosenfeld Family Trustaction. On February 27, 2017, the parties in theRosenfeld Family Trust action reached an agreement in principle to resolve the pending preliminary injunction motion in theRosenfeld Family Trust action through additional disclosure prior to the March 7, 2017 stockholder vote on the proposed merger transaction, and the plaintiff in theRosenfeld Family Trustaction withdrew its preliminary injunction motion in consideration of the agreed disclosures as filed in a Form8-K on February 28, 2017. On March 6, 2017, the court in the Eastern District of Virginia entered an order setting a schedule for proceedings to appoint a lead plaintiff and lead counsel for the purported class ~~action, and a lead plaintiff in the purported class action is expected to be appointed in May 2017.~~action. On March 7, 2017, the court in the Eastern District of Virginia consolidated theRice,James,Ratliff,Rosenfeld Family Trust, andChopp actions. On July 5, 2017, the court in the Eastern District of Virginia heard oral argument on the motion to appoint a lead plaintiff and lead counsel. On August 25, 2017, the court in the Eastern District of Virginia entered an order appointing the plaintiffs Alexander Rice and Brian James as lead plaintiffs and their counsel as lead counsel.

In April 2017, one of our insurance subsidiaries, Genworth Life and Annuity Insurance Company (“GLAIC”) was named as a defendant in a putative class action lawsuit captionedAvazian, et al v. Genworth Life and Annuity Insurance Company, et al, in the United States District Court for the Central District of California. Plaintiff alleges breach of contract and breach of the covenant of good faith and fair dealing based upon GLAIC’s termination of plaintiff’s life insurance policy for nonpayment of premium. Plaintiff alleges that the termination for nonpayment of premium failed to comply with certain notice requirements of the California Insurance Code and seeks certification as a California class action on behalf of all insureds and beneficiaries of life insurance policies issued or delivered by GLAIC in California before January 1, 2013 who lost either their coverage or their ability to make a claim because of the termination of their policies by GLAIC for nonpayment of premium, and further seeks unspecified damages,pre-judgment and post-judgment interest, punitive damages,

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

fees, costs and such other relief as the court deems just and proper. On June 23, 2017, we filed a motion to dismiss the complaint. On July 10, 2017, the plaintiff filed a notice of voluntary dismissal without prejudice. On July 12, 2017, the court ordered that this action and all claims therein, are dismissed in their entirety without prejudice. In August 2017, plaintiffre-filed a similar putative class action lawsuit, along with another plaintiff, Michael Torres, captionedAvazian, et al v. Genworth Life and Annuity Insurance Company, et al, in the Superior Court for the State of California, County of Los Angeles, naming GLAIC as a defendant. Plaintiffs allege similar causes of action as the previously dismissed lawsuit, and have added a claim for alleged violation of California Business and Professions Code. On August 31, 2017, we filed notice of the removal of this matter to the United States District Court for the Central District of California and on October 6, 2017, filed a motion to dismiss the complaint. We intend to vigorously defend ~~this~~the action.

At this time, other than as noted above, we cannot determine or predict the ultimate outcome of any of the pending legal and regulatory matters specifically identified above or the likelihood of potential future legal and regulatory matters against us. Except as disclosed above, we also are not able to provide an estimate or range of reasonably possible losses related to these matters. Therefore, we cannot ensure that the current investigations and proceedings will not have a material adverse effect on our business, financial condition or results of operations. In addition, it is possible that related investigations and proceedings may be commenced in the future, and we could become subject to additional unrelated investigations and lawsuits. Increased regulatory scrutiny and any resulting investigations or proceedings could result in new legal precedents and industry-wide regulations or practices that could adversely affect our business, financial condition and results of operations.

~~GENWORTH FINANCIAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

(b) Commitments

As of ~~March 31,~~September 30, 2017, we were committed to fund ~~$241~~$319 million in limited partnership investments, ~~$14~~$40 million in U.S. commercial mortgage loan investments and ~~$58~~$21 million in private placement investments.

~~(11)~~(12) Changes in Accumulated Other Comprehensive Income

The following tables show the changes in accumulated other comprehensive income (loss), net of taxes, by component as of and for the periods indicated:


(Amounts in millions)	Net unrealized investment gains (losses)⁽¹⁾			Derivatives qualifying as hedges⁽²⁾			Foreign currency translation and other adjustments			Total			Netunrealizedinvestmentgains(losses)⁽¹⁾			Derivativesqualifying ashedges⁽²⁾			Foreign currency translation and other adjustments			Total
Balances as of January 1, 2017	$	1,262		$	2,085		$	(253	)	$	3,094
Balances as of July 1, 2017													$	1,180		$	2,064		$	(149	)	$	3,095
OCI before reclassifications		7			(29	)		119			97			(70	)		10			81			21
Amounts reclassified from (to) OCI		(18	)		(20	)		—			(38	)		(19	)		(22	)		—			(41	)

Current period OCI		(11	)		(49	)		119			59			(89	)		(12	)		81			(20	)

Balances as of March 31, 2017 before noncontrolling interests		1,251			2,036			(134	)		3,153
Balances as of September 30, 2017 before noncontrolling interests														1,091			2,052			(68	)		3,075

Less: change in OCI attributable to noncontrolling interests		8			—			49			57			(17	)		—			57			40

Balances as of March 31, 2017	$	1,243		$	2,036		$	(183	)	$	3,096
Balances as of September 30, 2017													$	1,108		$	2,052		$	(125	)	$	3,035

⁽¹⁾	Net of adjustments to DAC, present value of future profits, sales inducements and benefit reserves. See note 4 for additional information.

⁽²⁾	See note 5 for additional information.

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


(Amounts in millions)	Net unrealized investment gains (losses)⁽¹⁾		Derivatives qualifying as hedges⁽²⁾			Foreign currency translation and other adjustments			Total			Netunrealizedinvestmentgains(losses)⁽¹⁾			Derivativesqualifying ashedges⁽²⁾			Foreign currency translation and other adjustments			Total
Balances as of January 1, 2016	$	1,254	$	2,045		$	(289	)	$	3,010
Balances as of July 1, 2016												$	2,789		$	2,439		$	(140	)	$	5,088
OCI before reclassifications		791		275			216			1,282			86			72			(1	)		157
Amounts reclassified from (to) OCI		12		(18	)		—			(6	)		(9	)		(18	)		—			(27	)

Current period OCI		803		257			216			1,276			77			54			(1	)		130

Balances as of March 31, 2016 before noncontrolling interests		2,057		2,302			(73	)		4,286
Balances as of September 30, 2016 before noncontrolling interests													2,866			2,493			(141	)		5,218

Less: change in OCI attributable to noncontrolling interests		—		—			101			101			6			—			10			16

Balances as of March 31, 2016	$	2,057	$	2,302		$	(174	)	$	4,185
Balances as of September 30, 2016												$	2,860		$	2,493		$	(151	)	$	5,202

⁽¹⁾	Net of adjustments to DAC, present value of future profits, sales inducements and benefit reserves. See note 4 for additional information.

⁽²⁾	See note 5 for additional information.


(Amounts in millions)	Netunrealizedinvestmentgains(losses)⁽¹⁾			Derivativesqualifying ashedges⁽²⁾			Foreign currency translation and other adjustments			Total
Balances as of January 1, 2017	$	1,262		$	2,085		$	(253	)	$	3,094
OCI before reclassifications		(95	)		29			261			195
Amounts reclassified from (to) OCI		(77	)		(62	)		—			(139	)

Current period OCI		(172	)		(33	)		261			56

Balances as of September 30, 2017 before noncontrolling interests		1,090			2,052			8			3,150

Less: change in OCI attributable to noncontrolling interests		(18	)		—			133			115

Balances as of September 30, 2017	$	1,108		$	2,052		$	(125	)	$	3,035

⁽¹⁾	Net of adjustments to DAC, present value of future profits, sales inducements and benefit reserves. See note 4 for additional information.

⁽²⁾	See note 5 for additional information.

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


(Amounts in millions)	Netunrealizedinvestmentgains(losses)⁽¹⁾			Derivativesqualifying ashedges⁽²⁾			Foreign currency translation and other adjustments			Total
Balances as of January 1, 2016	$	1,254		$	2,045		$	(289	)	$	3,010
OCI before reclassifications		1,692			507			223			2,422
Amounts reclassified from (to) OCI		(62	)		(59	)		—			(121	)

Current period OCI		1,630			448			223			2,301

Balances as of September 30, 2016 before noncontrolling interests		2,884			2,493			(66	)		5,311

Less: change in OCI attributable to noncontrolling interests		24			—			85			109

Balances as of September 30, 2016	$	2,860		$	2,493		$	(151	)	$	5,202

⁽¹⁾	Net of adjustments to DAC, present value of future profits, sales inducements and benefit reserves. See note 4 for additional information.

⁽²⁾	See note 5 for additional information.

The foreign currency translation and other adjustments balance included ~~$(11)~~$(5) million and ~~$(5)~~$5 million, respectively, net of taxes of $5$1 million and $3$2 million, respectively, related to a net unrecognized postretirement benefit obligation as of ~~March 31,~~September 30, 2017 and 2016. ~~Amount~~The amount also ~~included~~includes taxes of ~~$31~~$28 million and ~~$45~~$37 million, respectively, related to foreign currency translation adjustments as of ~~March 31,~~September 30, 2017 and 2016.

~~GENWORTH FINANCIAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

The following table shows reclassifications in (out) of accumulated other comprehensive income (loss), net of taxes, for the periods presented:


	Amount reclassified from accumulated						Affected line item in the consolidated statements
	other comprehensive income							Amount reclassified from accumulated other comprehensive income (loss)												Affected line item in the consolidated statements of income
	Three months ended March 31,							Three months ended September 30,						Nine months ended September 30,
(Amounts in millions)	2017			2016			of income	2017			2016			2017			2016
Net unrealized investment (gains) losses:
Unrealized (gains) losses on investments ⁽¹⁾	$	(28	)	$	18		Net investment (gains) losses	$	(29	)	$	(13	)	$	(118	)	$	(95	)	Net investment (gains) losses
(Provision) benefit for income taxes		10			(6	)	(Provision) benefit for income taxes

Provision for income taxes									10			4			41			33		Provision for income taxes

Total	$	(18	)	$	12			$	(19	)	$	(9	)	$	(77	)	$	(62	)


Derivatives qualifying as hedges:
Interest rate swaps hedging assets	$	(30	)	$	(25	)	Net investment income	$	(34	)	$	(27	)	$	(95	)	$	(80	)	Net investment income
Interest rate swaps hedging assets		(1	)		(1	)	Net investment (gains) losses		—			—			(2	)		(1	)	Net investment (gains) losses
Inflation indexed swaps		—			(2	)	Net investment income		—			—			—			(2	)	Net investment income
Benefit for income taxes		11			10		Benefit for income taxes
Inflation indexed swaps									—			—			—			(7	)	Net investment (gains) losses
Provision for income taxes									12			9			35			31		Provision for income taxes

Total	$	(20	)	$	(18	)		$	(22	)	$	(18	)	$	(62	)	$	(59	)

⁽¹⁾	Amounts exclude adjustments to DAC, present value of future profits, sales inducements and benefit reserves.

~~(12)~~

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(13) Condensed Consolidating Financial Information

Genworth Financial provides a full and unconditional guarantee to the trustee of Genworth Holdings’ outstanding senior notes and the holders of the senior notes, on an unsecured unsubordinated basis, of the full and punctual payment of the principal of, premium, if any and interest on, and all other amounts payable under, each outstanding series of senior notes, and the full and punctual payment of all other amounts payable by Genworth Holdings under the senior notes indenture in respect of such senior notes. Genworth Financial also provides a full and unconditional guarantee to the trustee of Genworth Holdings’ outstanding subordinated notes and the holders of the subordinated notes, on an unsecured subordinated basis, of the full and punctual payment of the principal of, premium, if any and interest on, and all other amounts payable under, the outstanding subordinated notes, and the full and punctual payment of all other amounts payable by Genworth Holdings under the subordinated notes indenture in respect of the subordinated notes. Genworth Holdings is a direct, 100% owned subsidiary of Genworth Financial.

The following condensed consolidating financial information of Genworth Financial and its direct and indirect subsidiaries have been prepared pursuant to rules regarding the preparation of consolidating financial information ofRegulation S-X.

The condensed consolidating financial information presents the condensed consolidating balance sheet information as of ~~March 31,~~September 30, 2017 and December 31, 2016, the condensed consolidating income statement information and the condensed consolidating comprehensive income statement information for the three and nine months ended September 30, 2017 and 2016 and the condensed consolidating cash ~~flow~~flows statement information for the ~~three~~nine months ended ~~March 31,~~September 30, 2017 and 2016.

~~GENWORTH FINANCIAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

The condensed consolidating financial information reflects Genworth Financial (“Parent Guarantor”), Genworth Holdings (“Issuer”) and each of Genworth Financial’s other direct and indirect subsidiaries (the “All Other Subsidiaries”) on a combined basis, none of which guarantee the senior notes or subordinated notes, as well as the eliminations necessary to present Genworth Financial’s financial information on a consolidated basis and total consolidated amounts.

The accompanying condensed consolidating financial information is presented based on the equity method of accounting for all periods presented. Under this method, investments in subsidiaries are recorded at cost and adjusted for the subsidiaries’ cumulative results of operations, capital contributions and distributions, and other changes in equity. Elimination entries include consolidating and eliminating entries for investments in subsidiaries and intercompany activity.

~~The following table presents the condensed consolidating balance sheet information as of March 31, 2017:~~

(Amounts in millions)
   Parent
Guarantor    Issuer    All Other
Subsidiaries    Eliminations Consolidated
Assets

Investments:

Fixed maturity securities available-for-sale, at fair value
   $ —      $ —      $ 60,797    $ (200 ) $ 60,597
Equity securities available-for-sale, at fair value
   —      —      709    —   709
Commercial mortgage loans
   —      —      6,107    —   6,107
Restricted commercial mortgage loans related to securitization entities
   —      —      122    —   122
Policy loans
   —      —      1,761    —   1,761
Other invested assets
   —      152    2,121    (1 ) 2,272
Restricted other invested assets related to securitization entities, at fair value
   —      —      84    —   84
Investments in subsidiaries
   12,904    12,377    —      (25,281 ) —








Total investments
   12,904    12,529    71,701    (25,482 ) 71,652
Cash and cash equivalents
   7    849    2,162    —   3,018
Accrued investment income
   —      —      717    —   717
Deferred acquisition costs
   —      —      3,207    —   3,207
Intangible assets and goodwill
   —      —      381    —   381
Reinsurance recoverable
   —      —      17,681    —   17,681
Other assets
   —      136    568    (1 ) 703
Intercompany notes receivable
   —      102    5    (107 ) —
Separate account assets
   —      —      7,327    —   7,327








Total assets
   $ 12,911    $ 13,616    $ 103,749    $ (25,590 ) $ 104,686

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Amounts in millions)
   Parent
Guarantor Issuer All Other
Subsidiaries Eliminations Consolidated
Liabilities and equity

Liabilities:

Future policy benefits
   $ —   $ —   $ 37,291 $ —   $ 37,291
Policyholder account balances
   —   —   25,383 —   25,383
Liability for policy and contract claims
   —   —   9,295 —   9,295
Unearned premiums
   —   —   3,370 —   3,370
Other liabilities
   28 285 2,347 (3 ) 2,657
Intercompany notes payable
   99 205 3 (307 ) —
Borrowings related to securitization entities
   —   —   68 —   68
Non-recourse funding obligations
   —   —   310 —   310
Long-term borrowings
   —   3,718 476 —   4,194
Deferred tax liability
   (28 ) (828 ) 931 —   75
Separate account liabilities
   —   —   7,327 —   7,327


Total liabilities
   99 3,380 86,801 (310 ) 89,970


Equity:

Common stock
   1 —   —   —   1
Additional paid-in capital
   11,964 9,097 18,371 (27,468 ) 11,964
Accumulated other comprehensive income (loss)
   3,096 3,124 3,114 (6,238 ) 3,096
Retained earnings
   451 (1,985 ) (6,741 ) 8,726 451
Treasury stock, at cost
   (2,700 ) —   —   —   (2,700 )


Total Genworth Financial, Inc.’s stockholders’ equity
   12,812 10,236 14,744 (24,980 ) 12,812
Noncontrolling interests
   —   —   2,204 (300 ) 1,904


Total equity
   12,812 10,236 16,948 (25,280 ) 14,716


Total liabilities and equity
   $ 12,911 $ 13,616 $ 103,749 $ (25,590 ) $ 104,686

The following table presents the condensed consolidating balance sheet information as of September 30, 2017:


(Amounts in millions)	Parent Guarantor			Issuer			All Other Subsidiaries			Eliminations			Consolidated
Assets
Investments:
Fixed maturity securitiesavailable-for-sale, at fair value	$	—		$	—		$	62,752		$	(200	)	$	62,552
Equity securitiesavailable-for-sale, at fair value		—			—			765			—			765
Commercial mortgage loans		—			—			6,268			—			6,268
Restricted commercial mortgage loans related to securitization entities		—			—			111			—			111
Policy loans		—			—			1,818			—			1,818
Other invested assets		—			75			1,517			(2	)		1,590
Investments in subsidiaries		13,191			12,459			—			(25,650	)		—

Total investments		13,191			12,534			73,231			(25,852	)		73,104
Cash and cash equivalents		—			754			2,082			—			2,836
Accrued investment income		—			—			639			—			639
Deferred acquisition costs		—			—			2,342			—			2,342
Intangible assets and goodwill		—			—			315			—			315
Reinsurance recoverable		—			—			17,553			—			17,553
Other assets		—			90			470			(8	)		552
Intercompany notes receivable		—			161			33			(194	)		—
Deferred tax assets		—			—			24			—			24
Separate account assets		—			—			7,264			—			7,264

Total assets	$	13,191		$	13,539		$	103,953		$	(26,054	)	$	104,629

Liabilities and equity
Liabilities:
Future policy benefits	$	—		$	—		$	38,022		$	—		$	38,022
Policyholder account balances		—			—			24,531			—			24,531
Liability for policy and contract claims		—			—			9,384			—			9,384
Unearned premiums		—			—			3,512			—			3,512
Other liabilities		8			163			1,842			(11	)		2,002
Intercompany notes payable		145			232			17			(394	)		—
Borrowings related to securitization entities		—			—			59			—			59
Non-recourse funding obligations		—			—			310			—			310
Long-term borrowings		—			3,722			502			—			4,224
Deferred tax liability		(31	)		(862	)		1,127			—			234
Separate account liabilities		—			—			7,264			—			7,264

Total liabilities		122			3,255			86,570			(405	)		89,542

Equity:
Common stock		1			—			3			(3	)		1
Additionalpaid-in capital		11,973			9,096			18,381			(27,477	)		11,973
Accumulated other comprehensive income (loss)		3,035			3,040			3,057			(6,097	)		3,035
Retained earnings		760			(1,852	)		(6,376	)		8,228			760
Treasury stock, at cost		(2,700	)		—			—			—			(2,700	)

Total Genworth Financial, Inc.’s stockholders’ equity		13,069			10,284			15,065			(25,349	)		13,069
Noncontrolling interests		—			—			2,318			(300	)		2,018

Total equity		13,069			10,284			17,383			(25,649	)		15,087

Total liabilities and equity	$	13,191		$	13,539		$	103,953		$	(26,054	)	$	104,629

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the condensed consolidating balance sheet information as of December 31, 2016:


(Amounts in millions)	Parent Guarantor		Issuer			All Other Subsidiaries			Eliminations			Consolidated		Parent Guarantor			Issuer			All Other Subsidiaries			Eliminations			Consolidated
Assets
Investments:
Fixed maturity securities available-for-sale, at fair value	$	—	$	—		$	60,772		$	(200	)	$	60,572	$	—		$	—		$	60,772		$	(200	)	$	60,572
Equity securities available-for-sale, at fair value		—		—			632			—			632		—			—			632			—			632
Commercial mortgage loans		—		—			6,111			—			6,111		—			—			6,111			—			6,111
Restricted commercial mortgage loans related to securitization entities		—		—			129			—			129		—			—			129			—			129
Policy loans		—		—			1,742			—			1,742		—			—			1,742			—			1,742
Other invested assets		—		105			1,966			—			2,071		—			105			1,966			—			2,071
Restricted other invested assets related to securitization entities, at fair value		—		—			312			—			312		—			—			312			—			312
Investments in subsidiaries		12,730		12,308			—			(25,038	)		—		12,730			12,308			—			(25,038	)		—

Total investments		12,730		12,413			71,664			(25,238	)		71,569		12,730			12,413			71,664			(25,238	)		71,569
Cash and cash equivalents		—		998			1,786			—			2,784		—			998			1,786			—			2,784
Accrued investment income		—		—			663			(4	)		659		—			—			663			(4	)		659
Deferred acquisition costs		—		—			3,571			—			3,571		—			—			3,571			—			3,571
Intangible assets and goodwill		—		—			348			—			348		—			—			348			—			348
Reinsurance recoverable		—		—			17,755			—			17,755		—			—			17,755			—			17,755
Other assets		9		134			530			—			673		9			134			530			—			673
Intercompany notes receivable		—		84			67			(151	)		—		—			84			67			(151	)		—
Deferred tax assets		28		—			(28	)		—			—		28			—			(28	)		—			—
Separate account assets		—		—			7,299			—			7,299		—			—			7,299			—			7,299

Total assets	$	12,767	$	13,629		$	103,655		$	(25,393	)	$	104,658	$	12,767		$	13,629		$	103,655		$	(25,393	)	$	104,658

Liabilities and equity
Liabilities:
Future policy benefits	$	—	$	—		$	37,063		$	—		$	37,063	$	—		$	—		$	37,063		$	—		$	37,063
Policyholder account balances		—		—			25,662			—			25,662		—			—			25,662			—			25,662
Liability for policy and contract claims		—		—			9,256			—			9,256		—			—			9,256			—			9,256
Unearned premiums		—		—			3,378			—			3,378		—			—			3,378			—			3,378
Other liabilities		39		301			2,581			(5	)		2,916		39			301			2,581			(5	)		2,916
Intercompany notes payable		84		267			—			(351	)		—		84			267			—			(351	)		—
Borrowings related to securitization entities		—		—			74			—			74		—			—			74			—			74
Non-recourse funding obligations		—		—			310			—			310		—			—			310			—			310
Long-term borrowings		—		3,716			464			—			4,180		—			3,716			464			—			4,180
Deferred tax liability		—		(816	)		869			—			53		—			(816	)		869			—			53
Separate account liabilities		—		—			7,299			—			7,299		—			—			7,299			—			7,299

Total liabilities		123		3,468			86,956			(356	)		90,191		123			3,468			86,956			(356	)		90,191

Equity:
Common stock															1			—			—			—			1
Additionalpaid-in capital															11,962			9,097			20,252			(29,349	)		11,962
Accumulated other comprehensive income (loss)															3,094			3,135			3,116			(6,251	)		3,094
Retained earnings															287			(2,071	)		(8,792	)		10,863			287
Treasury stock, at cost															(2,700	)		—			—			—			(2,700	)

Total Genworth Financial, Inc.’s stockholders’ equity															12,644			10,161			14,576			(24,737	)		12,644
Noncontrolling interests															—			—			2,123			(300	)		1,823

Total equity															12,644			10,161			16,699			(25,037	)		14,467

Total liabilities and equity														$	12,767		$	13,629		$	103,655		$	(25,393	)	$	104,658

~~GENWORTH FINANCIAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

(Amounts in millions)
   Parent
Guarantor Issuer All Other
Subsidiaries Eliminations Consolidated
Equity:

Common stock
   1 —   —   —   1
Additional paid-in capital
   11,962 9,097 20,252 (29,349 ) 11,962
Accumulated other comprehensive income (loss)
   3,094 3,135 3,116 (6,251 ) 3,094
Retained earnings
   287 (2,071 ) (8,792 ) 10,863 287
Treasury stock, at cost
   (2,700 ) —   —   —   (2,700 )


Total Genworth Financial, Inc.’s stockholders’ equity
   12,644 10,161 14,576 (24,737 ) 12,644
Noncontrolling interests
   —   —   2,123 (300 ) 1,823


Total equity
   12,644 10,161 16,699 (25,037 ) 14,467


Total liabilities and equity
   $ 12,767 $ 13,629 $ 103,655 $ (25,393 ) $ 104,658

~~The following table presents the condensed consolidating income statement information for the three months ended March 31, 2017:~~

(Amounts in millions)
   Parent
Guarantor Issuer All Other
Subsidiaries    Eliminations Consolidated
Revenues:

Premiums
   $ —   $ —   $ 1,136    $ —   $ 1,136
Net investment income
   (1 ) 1 794    (4 ) 790
Net investment gains (losses)
   —   (3 ) 37    —   34
Policy fees and other income
   —   —   211    —   211




Total revenues
   (1 ) (2 ) 2,178    (4 ) 2,171




Benefits and expenses:

Benefits and other changes in policy reserves
   —   —   1,246    —   1,246
Interest credited
   —   —   167    —   167
Acquisition and operating expenses, net of deferrals
   13 —   257    —   270
Amortization of deferred acquisition costs and intangibles
   —   —   94    —   94
Interest expense
   —   55 11    (4 ) 62




Total benefits and expenses
   13 55 1,775    (4 ) 1,839




Income (loss) from continuing operations before income taxes and equity in income of subsidiaries
   (14 ) (57 ) 403    —   332
Provision (benefit) for income taxes
   3 (20 ) 133    —   116
Equity in income of subsidiaries
   172 123 —      (295 ) —




Income from continuing operations
   155 86 270    (295 ) 216
Income from discontinued operations, net of taxes
   —   —   —      —   —




Net income
   155 86 270    (295 ) 216
Less: net income attributable to noncontrolling interests
   —   —   61    —   61




Net income available to Genworth Financial, Inc.’s common stockholders
   $ 155 $ 86 $ 209    $ (295 ) $ 155

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the condensed consolidating income statement information for the three months ended ~~March 31,~~September 30, 2017:


(Amounts in millions)	Parent Guarantor			Issuer			All Other Subsidiaries			Eliminations			Consolidated
Revenues:
Premiums	$	—		$	—		$	1,135		$	—		$	1,135
Net investment income		(1	)		2			800			(4	)		797
Net investment gains (losses)		—			(4	)		89			—			85
Policy fees and other income		—			4			195			(1	)		198

Total revenues		(1	)		2			2,219			(5	)		2,215

Benefits and expenses:
Benefits and other changes in policy reserves		—			—			1,344			—			1,344
Interest credited		—			—			164			—			164
Acquisition and operating expenses, net of deferrals		20			(2	)		247			—			265
Amortization of deferred acquisition costs and intangibles		—			—			83			—			83
Interest expense		—			66			12			(5	)		73

Total benefits and expenses		20			64			1,850			(5	)		1,929

Income (loss) from continuing operations before income taxes and equity in income of subsidiaries		(21	)		(62	)		369			—			286
Provision (benefit) for income taxes		(5	)		(21	)		128			—			102
Equity in income of subsidiaries		123			71			—			(194	)		—

Income from continuing operations		107			30			241			(194	)		184
Income (loss) from discontinued operations, net of taxes		—			4			(13	)		—			(9	)

Net income		107			34			228			(194	)		175
Less: net income attributable to noncontrolling interests		—			—			68			—			68

Net income available to Genworth Financial, Inc.’s common stockholders	$	107		$	34		$	160		$	(194	)	$	107

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the condensed consolidating income statement information for the three months ended September 30, 2016:


(Amounts in millions)	Parent Guarantor			Issuer			All Other Subsidiaries			Eliminations			Consolidated			Parent Guarantor			Issuer			All Other Subsidiaries			Eliminations			Consolidated
Revenues:
Premiums	$	—		$	—		$	794		$	—		$	794		$	—		$	—		$	1,108		$	—		$	1,108
Net investment income		(1	)		(1	)		795			(4	)		789			(2	)		1			810			(4	)		805
Net investment gains (losses)		—			(15	)		(4	)		—			(19	)		—			(1	)		21			—			20
Policy fees and other income		—			(4	)		225			—			221			—			—			217			—			217

Total revenues		(1	)		(20	)		1,810			(4	)		1,785			(2	)		—			2,156			(4	)		2,150

Benefits and expenses:
Benefits and other changes in policy reserves		—			—			860			—			860			—			—			1,662			—			1,662
Interest credited		—			—			177			—			177			—			—			173			—			173
Acquisition and operating expenses, net of deferrals		88			35			271			—			394			13			—			256			—			269
Amortization of deferred acquisition costs and intangibles		—			—			99			—			99			—			—			94			—			94
Interest expense		1			71			37			(4	)		105			—			69			12			(4	)		77

Total benefits and expenses		89			106			1,444			(4	)		1,635			13			69			2,197			(4	)		2,275

Income (loss) from continuing operations before income taxes and equity in income of subsidiaries		(90	)		(126	)		366			—			150
Loss from continuing operations before income taxes and equity in loss of subsidiaries																	(15	)		(69	)		(41	)		—			(125	)
Provision (benefit) for income taxes		(24	)		(43	)		90			—			23			(4	)		155			71			—			222
Equity in income of subsidiaries		119			106			—			(225	)		—
Equity in loss of subsidiaries																	(369	)		(207	)		—			576			—

Income from continuing operations		53			23			276			(225	)		127
Loss from discontinued operations, net of taxes		—			—			(19	)		—			(19	)
Loss from continuing operations																	(380	)		(431	)		(112	)		576			(347	)
Income from discontinued operations, net of taxes																	—			11			4			—			15

Net income		53			23			257			(225	)		108
Net loss																	(380	)		(420	)		(108	)		576			(332	)
Less: net income attributable to noncontrolling interests		—			—			55			—			55			—			—			48			—			48

Net income available to Genworth Financial, Inc.’s common stockholders	$	53		$	23		$	202		$	(225	)	$	53
Net loss available to Genworth Financial, Inc.’s common stockholders																$	(380	)	$	(420	)	$	(156	)	$	576		$	(380	)

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the condensed consolidating income statement information for the nine months ended September 30, 2017:


(Amounts in millions)	Parent Guarantor			Issuer			All Other Subsidiaries			Eliminations			Consolidated
Revenues:
Premiums	$	—		$	—		$	3,382		$	—		$	3,382
Net investment income		(3	)		5			2,397			(11	)		2,388
Net investment gains (losses)		—			(12	)		232			—			220
Policy fees and other income		—			3			617			(1	)		619

Total revenues		(3	)		(4	)		6,628			(12	)		6,609

Benefits and expenses:
Benefits and other changes in policy reserves		—			—			3,796			—			3,796
Interest credited		—			—			494			—			494
Acquisition and operating expenses, net of deferrals		48			(2	)		729			—			775
Amortization of deferred acquisition costs and intangibles		—			—			316			—			316
Interest expense		—			187			34			(12	)		209

Total benefits and expenses		48			185			5,369			(12	)		5,590

Income (loss) from continuing operations before income taxes and equity in income of subsidiaries		(51	)		(189	)		1,259			—			1,019
Provision (benefit) for income taxes		(9	)		(65	)		422			—			348
Equity in income of subsidiaries		506			339			—			(845	)		—

Income from continuing operations		464			215			837			(845	)		671
Income (loss) from discontinued operations, net of taxes		—			4			(13	)		—			(9	)

Net income		464			219			824			(845	)		662
Less: net income attributable to noncontrolling interests		—			—			198			—			198

Net income available to Genworth Financial, Inc.’s common stockholders	$	464		$	219		$	626		$	(845	)	$	464

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the condensed consolidating income statement information for the nine months ended September 30, 2016:


(Amounts in millions)	Parent Guarantor			Issuer			All Other Subsidiaries			Eliminations			Consolidated
Revenues:
Premiums	$	—		$	—		$	3,029		$	—		$	3,029
Net investment income		(3	)		1			2,386			(11	)		2,373
Net investment gains (losses)		—			(14	)		45			—			31
Policy fees and other income		—			(6	)		745			(1	)		738

Total revenues		(3	)		(19	)		6,205			(12	)		6,171

Benefits and expenses:
Benefits and other changes in policy reserves		—			—			3,715			—			3,715
Interest credited		—			—			523			—			523
Acquisition and operating expenses, net of deferrals		118			38			834			—			990
Amortization of deferred acquisition costs and intangibles		—			—			305			—			305
Interest expense		1			210			63			(12	)		262

Total benefits and expenses		119			248			5,440			(12	)		5,795

Income (loss) from continuing operations before income taxes and equity in income (loss) of subsidiaries		(122	)		(267	)		765			—			376
Provision (benefit) for income taxes		(31	)		88			298			—			355
Equity in income (loss) of subsidiaries		(62	)		78			—			(16	)		—

Income (loss) from continuing operations		(153	)		(277	)		467			(16	)		21
Loss from discontinued operations, net of taxes		(2	)		(7	)		(16	)		—			(25	)

Net income (loss)		(155	)		(284	)		451			(16	)		(4	)
Less: net income attributable to noncontrolling interests		—			—			151			—			151

Net income (loss) available to Genworth Financial, Inc.’s common stockholders	$	(155	)	$	(284	)	$	300		$	(16	)	$	(155	)

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the condensed consolidating comprehensive income statement information for the three months ended ~~March 31,~~September 30, 2017:


(Amounts in millions)	Parent Guarantor			Issuer			All Other Subsidiaries			Eliminations			Consolidated			Parent Guarantor			Issuer			All Other Subsidiaries			Eliminations			Consolidated
Net income	$	155		$	86		$	270		$	(295	)	$	216		$	107		$	34		$	228		$	(194	)	$	175
Other comprehensive income (loss), net of taxes:
Net unrealized gains (losses) on securities not other-than-temporarily impaired		(20	)		(31	)		(13	)		52			(12	)		(72	)		(71	)		(89	)		143			(89	)
Net unrealized gains (losses) on other-than-temporarily impaired securities		1			1			1			(2	)		1
Derivatives qualifying as hedges		(49	)		(49	)		(52	)		101			(49	)		(12	)		(12	)		(12	)		24			(12	)
Foreign currency translation and other adjustments		70			68			119			(138	)		119			24			12			80			(35	)		81

Total other comprehensive income (loss)		2			(11	)		55			13			59			(60	)		(71	)		(21	)		132			(20	)

Total comprehensive income		157			75			325			(282	)		275
Total comprehensive income (loss)																	47			(37	)		207			(62	)		155
Less: comprehensive income attributable to noncontrolling interests		—			—			118			—			118			—			—			108			—			108

Total comprehensive income available to Genworth Financial, Inc.'s common stockholders	$	157		$	75		$	207		$	(282	)	$	157
Total comprehensive income (loss) available to Genworth Financial, Inc.’s common stockholders																$	47		$	(37	)	$	99		$	(62	)	$	47

The following table presents the condensed consolidating comprehensive income statement information for the three months ended ~~March 31,~~September 30, 2016:


(Amounts in millions)	Parent Guarantor			Issuer			All Other Subsidiaries			Eliminations			Consolidated			Parent Guarantor			Issuer			All Other Subsidiaries			Eliminations			Consolidated
Net income	$	53		$	23		$	257		$	(225	)	$	108
Net loss																$	(380	)	$	(420	)	$	(108	)	$	576		$	(332	)
Other comprehensive income (loss), net of taxes:
Net unrealized gains (losses) on securities not other-than-temporarily impaired		807			789			809			(1,598	)		807			66			63			73			(130	)		72
Net unrealized gains (losses) on other-than-temporarily impaired securities		(4	)		(5	)		(4	)		9			(4	)		5			4			4			(8	)		5
Derivatives qualifying as hedges		257			256			275			(531	)		257			54			54			57			(111	)		54
Foreign currency translation and other adjustments		115			86			217			(202	)		216			(11	)		(3	)		—			13			(1	)

Total other comprehensive income		1,175			1,126			1,297			(2,322	)		1,276
Total other comprehensive income (loss)																	114			118			134			(236	)		130

Total comprehensive income		1,228			1,149			1,554			(2,547	)		1,384
Total comprehensive income (loss)																	(266	)		(302	)		26			340			(202	)
Less: comprehensive income attributable to noncontrolling interests		—			—			156			—			156			—			—			64			—			64

Total comprehensive income available to Genworth Financial, Inc.'s common stockholders	$	1,228		$	1,149		$	1,398		$	(2,547	)	$	1,228
Total comprehensive loss available to Genworth Financial, Inc.’s common stockholders																$	(266	)	$	(302	)	$	(38	)	$	340		$	(266	)

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the condensed consolidating comprehensive income statement information for the nine months ended September 30, 2017:


(Amounts in millions)	Parent Guarantor			Issuer			All Other Subsidiaries			Eliminations			Consolidated
Net income	$	464		$	219		$	824		$	(845	)	$	662
Other comprehensive income (loss), net of taxes:
Net unrealized gains (losses) on securities not other-than-temporarily impaired		(155	)		(172	)		(173	)		327			(173	)
Net unrealized gains (losses) on other-than-temporarily impaired securities		1			1			1			(2	)		1
Derivatives qualifying as hedges		(33	)		(33	)		(32	)		65			(33	)
Foreign currency translation and other adjustments		128			109			260			(236	)		261

Total other comprehensive income (loss)		(59	)		(95	)		56			154			56

Total comprehensive income		405			124			880			(691	)		718
Less: comprehensive income attributable to noncontrolling interests		—			—			313			—			313

Total comprehensive income available to Genworth Financial, Inc.’s common stockholders	$	405		$	124		$	567		$	(691	)	$	405

The following table presents the condensed consolidating comprehensive income statement information for the nine months ended September 30, 2016:


(Amounts in millions)	Parent Guarantor			Issuer			All Other Subsidiaries		Eliminations			Consolidated
Net income (loss)	$	(155	)	$	(284	)	$	451	$	(16	)	$	(4	)
Other comprehensive income (loss), net of taxes:
Net unrealized gains (losses) on securities not other-than-temporarily impaired		1,600			1,555			1,625		(3,156	)		1,624
Net unrealized gains (losses) on other-than-temporarily impaired securities		6			5			6		(11	)		6
Derivatives qualifying as hedges		448			447			481		(928	)		448
Foreign currency translation and other adjustments		138			65			224		(204	)		223

Total other comprehensive income (loss)		2,192			2,072			2,336		(4,299	)		2,301

Total comprehensive income		2,037			1,788			2,787		(4,315	)		2,297
Less: comprehensive income attributable to noncontrolling interests		—			—			260		—			260

Total comprehensive income available to Genworth Financial, Inc.’s common stockholders	$	2,037		$	1,788		$	2,527	$	(4,315	)	$	2,037

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the condensed consolidating cash flows statement information for the ~~three~~nine months ended ~~March 31,~~September 30, 2017:


(Amounts in millions)	Parent Guarantor			Issuer			All Other Subsidiaries			Eliminations			Consolidated			Parent Guarantor			Issuer			All Other Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	155		$	86		$	270		$	(295	)	$	216		$	464		$	219		$	824		$	(845	)	$	662
Less loss from discontinued operations, net of taxes																	—			(4	)		13			—			9
Adjustments to reconcile net income to net cash from operating activities:
Equity in income from subsidiaries		(172	)		(123	)		—			295			—			(506	)		(339	)		—			845			—
Dividends from subsidiaries		—			52			(52	)		—			—			—			119			(119	)		—			—
Amortization of fixed maturity securities discounts and premiums and limited partnerships		—			1			(34	)		—			(33	)		—			4			(111	)		—			(107	)
Net investment (gains) losses		—			3			(37	)		—			(34	)		—			12			(232	)		—			(220	)
Charges assessed to policyholders		—			—			(183	)		—			(183	)		—			—			(534	)		—			(534	)
Acquisition costs deferred		—			—			(22	)		—			(22	)		—			—			(67	)		—			(67	)
Amortization of deferred acquisition costs and intangibles		—			—			94			—			94			—			—			316			—			316
Deferred income taxes		9			(14	)		98			—			93			6			(47	)		275			—			234
Trading securities, held-for-sale investments and derivative instruments		—			—			365			—			365			—			(46	)		762			—			716
Stock-based compensation expense		6			—			4			—			10			23			—			6			—			29
Change in certain assets and liabilities:
Accrued investment income and other assets		4			5			(91	)		3			(79	)		2			(2	)		(25	)		4			(21	)
Insurance reserves		—			—			377			—			377			—			—			1,202			—			1,202
Current tax liabilities		(6	)		(6	)		(25	)		—			(37	)		(6	)		(75	)		54			—			(27	)
Other liabilities, policy and contract claims and other policy-related balances		(3	)		(24	)		(83	)		(2	)		(112	)		(29	)		34			(259	)		(6	)		(260	)

Net cash from operating activities		(7	)		(20	)		681			1			655			(46	)		(125	)		2,105			(2	)		1,932

Cash flows used by investing activities:
Proceeds from maturities and repayments of investments:
Fixed maturity securities		—			—			1,060			—			1,060			—			—			3,396			—			3,396
Commercial mortgage loans		—			—			166			—			166			—			—			454			—			454
Restricted commercial mortgage loans related to securitization entities		—			—			6			—			6			—			—			18			—			18
Proceeds from sales of investments:
Fixed maturity and equity securities		—			—			2,173			—			2,173			—			—			3,269			—			3,269
Purchases and originations of investments:
Fixed maturity and equity securities		—			—			(2,710	)		—			(2,710	)		—			—			(6,709	)		—			(6,709	)
Commercial mortgage loans		—			—			(161	)		—			(161	)		—			—			(608	)		—			(608	)
Other invested assets, net		—			(49	)		(626	)		(1	)		(676	)		—			25			(548	)		2			(521	)
Policy loans, net																	—			—			28			—			28
Intercompany notes receivable		—			(18	)		62			(44	)		—			—			(77	)		34			43			—
Capital contributions to subsidiaries																	(7	)		—			7			—			—
Payments for business purchased, net of cash acquired																	(7	)		—			2			—			(5	)

Net cash used by investing activities		—			(67	)		(30	)		(45	)		(142	)		(14	)		(52	)		(657	)		45			(678	)

Cash flows used by financing activities:
Deposits to universal life and investment contracts																	—			—			902			—			902
Withdrawals from universal life and investment contracts																	—			—			(2,003	)		—			(2,003	)
Repayment of borrowings related to securitization entities																	—			—			(16	)		—			(16	)
Repurchase of subsidiary shares																	—			—			(31	)		—			(31	)
Dividends paid to noncontrolling interests																	—			—			(92	)		—			(92	)
Proceeds from intercompany notes payable																	61			(35	)		17			(43	)		—
Other, net																	(1	)		(32	)		3			—			(30	)

Net cash used by financing activities																	60			(67	)		(1,220	)		(43	)		(1,270	)

Effect of exchange rate changes on cash and cash equivalents																	—			—			68			—			68

Net change in cash and cash equivalents																	—			(244	)		296			—			52
Cash and cash equivalents at beginning of period																	—			998			1,786			—			2,784

Cash and cash equivalents at end of period																$	—		$	754		$	2,082		$	—		$	2,836

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Amounts in millions)
Parent
Guarantor Issuer All Other
Subsidiaries Eliminations    Consolidated
Cash flows used by financing activities:

Deposits to universal life and investment contracts
—   —   218 —      218
Withdrawals from universal life and investment contracts
—   —   (467 ) —      (467 )
Repayment of borrowings related to securitization entities
—   —   (7 ) —      (7 )
Dividends paid to noncontrolling interests
—   —   (39 ) —      (39 )
Proceeds from intercompany notes payable
15 (62 ) 3 44    —
Other, net
(1 ) —   (8 ) —      (9 )



Net cash used by financing activities
14 (62 ) (300 ) 44    (304 )



Effect of exchange rate changes on cash and cash equivalents
—   —   25 —      25



Net change in cash and cash equivalents
7 (149 ) 376 —      234
Cash and cash equivalents at beginning of period
—   998 1,786 —      2,784



Cash and cash equivalents at end of period
$ 7 $ 849 $ 2,162 $ —      $ 3,018

The following table presents the condensed consolidating cash flows statement information for the ~~three~~nine months ended ~~March 31,~~September 30, 2016:


(Amounts in millions)	Parent Guarantor			Issuer			All Other Subsidiaries			Eliminations			Consolidated			Parent Guarantor			Issuer			All Other Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	53		$	23		$	257		$	(225	)	$	108
Net income (loss)																$	(155	)	$	(284	)	$	451		$	(16	)	$	(4	)
Less loss from discontinued operations, net of taxes		—			—			19			—			19			2			7			16			—			25
Adjustments to reconcile net income to net cash from operating activities:
Equity in income from subsidiaries		(119	)		(106	)		—			225			—
Adjustments to reconcile net income (loss) to net cash from operating activities:
Equity in (income) loss from subsidiaries																	62			(78	)		—			16			—
Dividends from subsidiaries		—			73			(73	)		—			—			—			250			(250	)		—			—
Gain on sale of businesses		—			—			(20	)		—			(20	)
(Gain) loss on sale of businesses																	—			1			(27	)		—			(26	)
Amortization of fixed maturity securities discounts and premiums and limited partnerships		—			—			(38	)		—			(38	)		—			3			(115	)		—			(112	)
Net investment gains		—			15			4			—			19
Net investment (gains) losses																	—			14			(45	)		—			(31	)
Charges assessed to policyholders		—			—			(191	)		—			(191	)		—			—			(574	)		—			(574	)
Acquisition costs deferred		—			—			(50	)		—			(50	)		—			—			(124	)		—			(124	)
Amortization of deferred acquisition costs and intangibles		—			—			99			—			99			—			—			305			—			305
Deferred income taxes		(5	)		(48	)		60			—			7			8			304			(139	)		—			173
Trading securities, held-for-sale investments and derivative instruments		—			3			18			—			21			—			5			754			—			759
Stock-based compensation expense		5			—			2			—			7			18			—			7			—			25
Change in certain assets and liabilities:
Accrued investment income and other assets																	(3	)		(4	)		(246	)		(5	)		(258	)
Insurance reserves																	—			—			691			—			691
Current tax liabilities																	11			(4	)		37			—			44
Other liabilities, policy and contract claims and other policy-related balances																	(1	)		(22	)		928			—			905

Net cash from operating activities																	(58	)		192			1,669			(5	)		1,798

Cash flows used by investing activities:
Proceeds from maturities and repayments of investments:
Fixed maturity securities																	—			150			2,496			—			2,646
Commercial mortgage loans																	—			—			555			—			555
Restricted commercial mortgage loans related to securitization entities																	—			—			27			—			27
Proceeds from sales of investments:
Fixed maturity and equity securities																	—			—			4,064			—			4,064
Purchases and originations of investments:
Fixed maturity and equity securities																	—			—			(8,758	)		—			(8,758	)
Commercial mortgage loans																	—			—			(405	)		—			(405	)
Other invested assets, net																	—			—			(143	)		5			(138	)
Policy loans, net																	—			—			(80	)		—			(80	)
Intercompany notes receivable																	—			(58	)		(18	)		76			—
Proceeds from sale of businesses, net of cash transferred																	—			1			38			—			39

Net cash used by investing activities																	—			93			(2,224	)		81			(2,050	)

Cash flows used by financing activities:
Deposits to universal life and investment contracts																	—			—			1,028			—			1,028
Withdrawals from universal life and investment contracts																	—			—			(1,463	)		—			(1,463	)
Redemption ofnon-recourse funding obligations																	—			—			(1,620	)		—			(1,620	)
Repayment and repurchase of long-term debt																	—			(326	)		(36	)		—			(362	)
Repayment of borrowings related to securitization entities																	—			—			(37	)		—			(37	)
Return of capital to noncontrolling interests																	—			—			(70	)		—			(70	)
Dividends paid to noncontrolling interests																	—			—			(126	)		—			(126	)
Proceeds from intercompany notes payable																	58			18			—			(76	)		—
Other, net																	—			(36	)		(13	)		—			(49	)

Net cash used by financing activities																	58			(344	)		(2,337	)		(76	)		(2,699	)

Effect of exchange rate changes on cash and cash equivalents																	—			—			36			—			36

Net change in cash and cash equivalents																	—			(59	)		(2,856	)		—			(2,915	)
Cash and cash equivalents at beginning of period																	—			1,124			4,869			—			5,993

Cash and cash equivalents at end of period																$	—		$	1,065		$	2,013		$	—		$	3,078

~~GENWORTH FINANCIAL, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

(Amounts in millions)
Parent
Guarantor Issuer All Other
Subsidiaries Eliminations Consolidated
Change in certain assets and liabilities:

Accrued investment income and other assets
4 (45 ) (113 ) (5 ) (159 )
Insurance reserves
—   —   36 —   36
Current tax liabilities
(7 ) (6 ) 5 —   (8 )
Other liabilities, policy and contract claims and other policy-related balances
3 (65 ) 469 (1 ) 406

Net cash from operating activities
(66 ) (156 ) 484 (6 ) 256

Cash flows used by investing activities:

Proceeds from maturities and repayments of investments:

Fixed maturity securities
—   150 690 —   840
Commercial mortgage loans
—   —   192 —   192
Restricted commercial mortgage loans related to securitization entities
—   —   6 —   6
Proceeds from sales of investments:

Fixed maturity and equity securities
—   —   905 —   905
Purchases and originations of investments:

Fixed maturity and equity securities
—   —   (2,042 ) —   (2,042 )
Commercial mortgage loans
—   —   (200 ) —   (200 )
Other invested assets, net
—   100 (72 ) 6 34
Policy loans, net
—   —   10 —   10
Intercompany notes receivable
—   (66 ) 66 —   —

Net cash used by investing activities
—   184 (445 ) 6 (255 )

Cash flows used by financing activities:

Deposits to universal life and investment contracts
—   —   571 —   571
Withdrawals from universal life and investment contracts
—   —   (517 ) —   (517 )
Redemption of non-recourse funding obligations
—   —   (1,620 ) —   (1,620 )
Repayment and repurchase of long-term debt
—   (326 ) —   —   (326 )
Repayment of borrowings related to securitization entities
—   —   (10 ) —   (10 )
Dividends paid to noncontrolling interests
—   —   (52 ) —   (52 )
Proceeds from intercompany notes payable
66 (66 ) —   —   —
Other, net
—   —   13 —   13

Net cash used by financing activities
66 (392 ) (1,615 ) —   (1,941 )

Effect of exchange rate changes on cash and cash equivalents
—   —   31 —   31

Net change in cash and cash equivalents
—   (364 ) (1,545 ) —   (1,909 )
Cash and cash equivalents at beginning of period
—   1,124 4,869 —   5,993

Cash and cash equivalents at end of period
—   760 3,324 —   4,084
Less cash and cash equivalents held for sale at end of period
—   —   41 —   41

Cash and cash equivalents of continuing operations at end of period
$ —   $ 760 $ 3,283 $ —   $ 4,043

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Our insurance company subsidiaries are restricted by state and foreign laws and regulations as to the amount of dividends they may pay to their parent without regulatory approval in any year, the purpose of which is to protect affected insurance policyholders and contractholders, not stockholders. Any dividends in excess of limits are deemed “extraordinary” and require approval. Based on statutory results as of December 31, 2016, in accordance with applicable dividend restrictions, our subsidiaries could pay dividends of approximately $220 million to us in 2017 without obtaining regulatory approval, and the remaining net assets are considered restricted. While the $220 million is unrestricted, we do not expect our insurance subsidiaries to pay dividends to us in 2017 at this level ifas they need to retain capital for growth and to meet capital requirements and desired thresholds. As of ~~March 31,~~September 30, 2017, Genworth Financial’s and Genworth Holdings’ subsidiaries had restricted net assets of ~~$12.7~~$13.0 billion and $12.2 billion, respectively.

Item 2.

2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included herein and with our 2016 Annual Report on Form10-K. References herein to “Genworth,” the “Company,” “we” or “our” in are, unless the context otherwise requires, to Genworth Financial, Inc. on a consolidated basis.

Cautionary note regarding forward-looking statements

This report contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as “expects,” “intends,” “anticipates,” “plans,” “believes,” “seeks,” “estimates,” “will” or words of similar meaning and include, but are not limited to, statements regarding the outlook for our future business and financial performance. Examples of forward-looking statements include statements we make relating to the China Oceanwide transaction. Forward-looking statements are based on management’s current expectations and assumptions, which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual outcomes and results may differ materially from those in the forward-looking statements due to global political, economic, business, competitive, market, regulatory and other factors and risks, including, but not limited to, the following:

•

risks related to the proposed transaction with China Oceanwide Holdings Group Co., Ltd. (“China Oceanwide”)including: our inability to complete the transaction in a timely manner or at all; the ~~parties~~parties’ inability to obtain regulatory approvals, including from the Committee on Foreign Investment in the United States (“CFIUS”), or the possibility that such regulatory approvals may further delay the transaction or will not be received prior to November 30, 2017 (and either or both of the parties may ~~delay the transaction~~not be willing to further waive their end date termination rights beyond November 30, 2017) or that materially burdensome or adverse regulatory conditions may be imposed or undesirable measures may be required in connection with any such regulatory ~~approvals;~~approvals, including any mitigation approaches that may be necessary to obtain CFIUS approval (including conditions or measures that either or both of the parties may be unwilling to accept or undertake, as applicable); existing and potential legal proceedings may be instituted against us in connection with ~~the announcement of~~ the transaction that may delay the transaction, make it more costly or ultimately preclude it; the risk that the proposed transaction disrupts ~~Genworth’s~~our current plans and operations as a result of the ~~announcement and~~ consummation of the transaction; certain restrictions during the pendency of the transaction that may impact ~~Genworth’s~~our ability to pursue certain business opportunities or strategic transactions; continued availability of capital and financing to ~~Genworth~~us before, or in the absence of, the consummation of the transaction; further rating agency actions and downgrades in ~~Genworth’s~~our debt or financial strength ratings; changes in applicable laws or regulations; our ability to recognize the anticipated benefits of the transaction; the amount of the costs, fees, expenses and other charges related to the transaction; the risks related to diverting management’s attention from our ongoing business operations; the merger agreement may be terminated in circumstances that would require us to pay China Oceanwide a fee; our ability to attract, recruit, retain and motivate current and prospective employees may be adversely affected; and disruptions and uncertainty relating to the transaction, whether or not it is completed, may harm our relationships with our employees, customers, distributors, vendors or other business partners, and may result in a negative impact on our business;

•

strategic risksin the event the proposed transaction with China Oceanwide is not consummatedincluding: our inability to successfully execute alternative strategic plans to effectively address our current business challenges (including with respect to the restructuring of our U.S. life insurance businesses, debt obligations, including our debt maturing in May 2018, cost savings, ratings and capital); our ability to continue to sell long-term care insurance policies; our inability to attract buyers for any businesses or other assets we may seek to sell, or securities we may seek to issue, in each case, in a timely manner and on anticipated terms; failure to obtain any required regulatory, stockholder and/or noteholder approvals or consents for such alternative strategic plans, or our challenges changing or

being more costly or difficult to successfully address than currently anticipated or the benefits achieved being less than anticipated; inability to achieve anticipated cost-savings in a timely manner; or adverse tax or accounting charges; and inability to increase the capital needed in our businesses in a timely manner and on anticipated terms, including through improved business performance, reinsurance or similar transactions, asset sales, securities offerings or otherwise, in each case as and when required;

• risks relating to estimates, assumptions and valuations including: risks related to the impact of our annual review of assumptions and methodologies related to our margin reviews in the fourth quarter of 2017, including risks that additional information obtained in finalizing our margin review in the fourth quarter of 2017 or other changes to assumptions or methodologies materially affect the impact on margins; inadequate reserves and the need to increase reserves (including as a result of any changes we may make to our assumptions, methodologies or otherwise in connection with periodic or other reviews); inaccurate models; deviations from our estimates and actuarial assumptions or other reasons in our long-term care insurance, life insurance and/or annuity businesses; accelerated amortization of deferred acquisition costs (“DAC”) and present value of future profits (“PVFP”) (including as a result of any changes we may make to our assumptions, methodologies or otherwise in connection with periodic or other ~~reviews)~~reviews, including reviews we expect to carry out in the fourth quarter of 2017); adverse impact on our financial results as a result of projected profits followed by projected losses (as is currently the case with our long-term care insurance business); adverse impact on our results of operations, including our loss ratio as a result of our annual review of the premium earnings pattern for our mortgage insurance business in Australia (which we expect to carry out in the fourth quarter of 2017); and changes in valuation of fixed maturity, equity and trading securities;

•

risks relating to economic, market and political conditions including: downturns and volatility in global economies and equity and credit markets; interest rates and changes in rates (particularly given the historically low interest rate environment) have adversely impacted, and may continue to materially adversely impact, our business and profitability; deterioration in economic conditions or a decline in home prices that adversely affect our loss experience in mortgage insurance; political and economic instability or changes in government policies; and fluctuations in foreign currency exchange rates and international securities markets;

•

regulatory and legal risks including: extensive regulation of our businesses and changes in applicable laws and ~~regulations;~~regulations (including changes to tax laws and regulations); litigation and regulatory investigations or other actions; dependence on dividends and other distributions from our subsidiaries (particularly our international subsidiaries) and the inability of any subsidiaries to pay dividends or make other distributions to us, including as a result of the performance of our subsidiaries and insurance, regulatory or corporate law restrictions; adverse change in regulatory requirements, including risk-based capital; changes in regulations adversely affecting our international operations; inability to maintain the private mortgage insurer eligibility requirements (“PMIERs”); inability of our U.S. mortgage insurance subsidiaries to meet minimum statutory capital requirements and hazardous financial condition standards; the influence of Federal National Mortgage Association (“Fannie Mae”), Federal Home Loan Mortgage Corporation (“Freddie Mac”) and a small number of large mortgage lenders on the U.S. mortgage insurance market and adverse changes to the role or structure of Fannie Mae and Freddie Mac; adverse changes in regulations affecting our mortgage insurance businesses; inability to continue to implement actions to mitigate the impact of statutory reserve requirements; impact of additional regulations pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act; and changes in accounting and reporting standards;

•

liquidity, financial strength ratings, credit and counterparty risks including: insufficient internal sources to meet liquidity needs and limited or no access to capital (including ~~our inability~~the ability to ~~replace our~~obtain financing under a credit facility); future adverse rating agency actions, including with respect to rating downgrades or potential downgrades or being put on review for potential downgrade, all of which could have adverse implications for us, including with respect to key business relationships, product offerings, business results of operations, financial condition and capital needs, strategic plans, collateral obligations and

availability and terms of hedging, reinsurance and borrowings; defaults by counterparties to reinsurance arrangements or derivative instruments; defaults or other events impacting the value of our fixed maturity securities portfolio; and defaults on our commercial mortgage loans or the mortgage loans underlying our investments in commercial mortgage-backed securities and volatility in performance;

•

operational risks including: inability to retain, attract and motivate qualified employees or senior management; ineffective or inadequate risk management in identifying, controlling or mitigating risks; reliance on, and loss of, key customer or distribution relationships; availability, affordability and adequacy of reinsurance to protect us against losses; competition; competition in our mortgage insurance businesses from government and government-owned and government-sponsored enterprises (“GSEs”) offering mortgage insurance; the design and effectiveness of our disclosure controls and

procedures and internal control over financial reporting may not prevent all errors, misstatements or misrepresentations; and failure or any compromise of the security of our computer systems, disaster recovery systems and business continuity plans and failures to safeguard, or breaches of, our confidential information;

•

insurance and product-related risks including: our inability to increase sufficiently, and in a timely manner, premiums onin-force long-term care insurance policies and/or reducein-force benefits, and charge higher premiums on new policies, in each case, as currently anticipated and as may be required from time to time in the future (including as a result of our failure to obtain any necessary regulatory approvals or unwillingness or inability of policyholders to pay increased premiums), including to offset any impact on our margins in connection with our margin reviews in the fourth quarter of 2017; our inability to reflect future premium increases and other management actions in our margin calculation as anticipated, including in connection with our margin reviews in the fourth quarter of 2017; failure to sufficiently increase new sales for our long-term care insurance products; our inability to realize anticipated benefits of our rescissions, curtailments, loan modifications or other similar programs in our mortgage insurance businesses; premiums for the significant portion of our mortgage insurance riskin-force with highloan-to-value ratios may not be sufficient to compensate us for the greater risks associated with those policies; decreases in the volume of highloan-to-value mortgage originations or increases in mortgage insurance cancellations; increases in the use of alternatives to private mortgage insurance and reductions in the level of coverage selected; potential liabilities in connection with our U.S. contract underwriting services; and medical advances, such as genetic research and diagnostic imaging, and related legislation that impact policyholder behavior in ways adverse to us;

•

other risks including: occurrence of natural orman-made disasters or a pandemic; impairments of or valuation allowances against our deferred tax assets; the possibility that in certain circumstances we will be obligated to make payments to General Electric Company (“GE”) under the tax matters agreement with GE even if our corresponding tax savings are never realized and payments could be accelerated in the event of certain changes in control; and provisions of our certificate of incorporation and bylaws and the tax matters agreement with GE may discourage takeover attempts and business combinations that stockholders might consider in their best interests; and

•

risks relating to our common stockincluding: the continued suspension of payment of dividends; and stock price fluctuations.

We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.

Overview

Our business

We are dedicated to helping meet the homeownership and long-term care needs of our customers. We have the following five operating business segments:

•

U.S. Life Insurance. We offer long-term care insurance products as well as service traditional life insurance and fixed annuity products in the United States.

• Runoff.The Runoff segment includes the results ofnon-strategic products which are no longer actively sold but we continue to service our existing blocks of business. Ournon-strategic products primarily include our variable annuity, variable life insurance, institutional, corporate-owned life insurance and other accident and health insurance products. Institutional products consist of: funding agreements, funding agreements backing notes (“FABNs”) and guaranteed investment contracts (“GICs”).

In addition to our five operating business segments, we also have Corporate and Other activities which include debt financing expenses that are incurred at the Genworth Holdings, Inc. (“Genworth Holdings”) level, unallocated corporate income and expenses, eliminations of inter-segment transactions and the results of other businesses that are managed outside of our operating segments, including certain smaller international mortgage insurance businesses and discontinued operations.

Strategic Update

We continue to focus on improving business performance, ~~reducing~~addressing financial leverage and increasing financial and strategic flexibility across the organization. Our strategy includes maximizing our opportunities in our mortgage insurance businesses and restructuring our U.S. life insurance businesses.

China Oceanwide Transaction

On October 21, 2016, Genworth Financial entered into an agreement and plan of merger (the “Merger Agreement”) with Asia Pacific Global Capital Co., Ltd. (“the Parent”), a limited liability company incorporated in the People’s Republic of China, and Asia Pacific Global Capital USA Corporation (“Merger Sub”), a Delaware corporation and an indirect, wholly-owned subsidiary of the Parent. Subject to the terms and conditions of the Merger Agreement, including the satisfaction or waiver of certain conditions, Merger Sub would merge with and into Genworth Financial with Genworth Financial surviving the merger as an indirect, wholly-owned subsidiary of the Parent. The Parent is a newly formed subsidiary of China Oceanwide Holdings Group Co., Ltd. (together with its affiliates, “China Oceanwide”). China Oceanwide has agreed to acquire all of our outstanding common stock for a total transaction value of approximately $2.7 billion, or $5.43 per share in cash. The agreement concluded our previously announced strategic review process, which we had undertaken over the previous two years. At a special meeting held on March 7, 2017, ~~Genworth’s~~Genworth Financial’s stockholders voted on and approved a proposal to adopt the Merger Agreement. ~~The~~

Genworth Financial and China Oceanwide continue to work towards satisfying the closing conditions of their proposed transaction as soon as possible. To date, we have announced approvals from the Virginia State Corporation Commission Bureau of Insurance, the North Carolina Department of Insurance, the South Carolina Department of Insurance and the Vermont Insurance Division. However, on October 2, 2017, Genworth Financial and China Oceanwide withdrew their joint voluntary notice to CFIUS, with an intent to refile with additional mitigation approaches. Both parties are actively engaged in developing these approaches, including the potential involvement of a U.S. third-party service provider, and anticipate refiling a new joint notice with CFIUS as soon as the terms of the additional mitigation approaches are determined. Genworth Financial and China Oceanwide are fully committed to developing an acceptable solution with CFIUS; however, there can be no assurance that CFIUS will ultimately agree to clear the transaction between Genworth Financial and China Oceanwide on terms acceptable to the parties or at all. In addition to approval and clearance by CFIUS, the closing of the proposed transaction remains subject to ~~closing conditions, including~~ the receipt of required regulatory approvals in the U.S., China, and other international ~~jurisdictions. Both parties are engaging~~jurisdictions and other closing conditions. Genworth Financial and China Oceanwide also continue to be actively engaged with the other relevant regulators regarding the ~~applications~~pending applications.

On August 21, 2017, Genworth Financial, the Parent and Merger Sub entered into a Waiver and Agreement pursuant to which Genworth Financial and the ~~pending transaction. On April 28,~~Parent each agreed to, among other things, waive until November 30, 2017 weits right to terminate the Merger Agreement and abandon the merger in accordance with the terms of the Merger Agreement due to a failure of the merger to have been completed on or before August 31, 2017. Genworth Financial and China Oceanwide ~~withdrew and re-filed our joint voluntary notice~~are also discussing an additional waiver of each party’s right to terminate the ~~Committee on Foreign Investment in~~Merger Agreement beyond the ~~United States (“CFIUS”)~~November 30, 2017 deadline. If we are unable to ~~permit more time for review and discussion with CFIUS.~~reach an agreement as to a further extension of the deadline or are unable to satisfy the closing conditions by the applicable deadline, then either party may terminate the Merger Agreement. Genworth Financial and China Oceanwide ~~continue~~remain committed to ~~target~~satisfying the closing conditions under the ~~transaction in the middle of 2017.~~Merger Agreement as soon as possible.

As part of the transaction, China Oceanwide ~~has additionally~~ committed in the Merger Agreement to contribute $600 million of cash to usGenworth Financial to address our debt maturing in May 2018, on or before its maturity, as well as $525 million of cash to our U.S. life insurance businesses. This contribution is in addition to $175 million of cash previously committed by Genworth Holdings to our U.S. life insurance businesses to pursue their restructuring as described below. These contributions, in addition to addressing the 2018 debt maturity, are intended to increase the likelihood of obtaining regulatory approvals for the China Oceanwide transaction as well as help achieve our strategic objectives of improving Genworth’s overall financial strength and flexibility and supporting the restructuring of our U.S. life insurance businesses, as described further below.

~~Upon~~ Due to the ~~completion~~delay in the timing of the closing of the transaction, we are currently reviewing potential refinancing options, which may include secured indebtedness, to address upcoming debt maturities in the event the transaction with China Oceanwide cannot be completed in a timely manner or at all. We could also utilize holding company cash and/or pursue potential asset sales to address upcoming debt maturities in the event the transaction with China Oceanwide cannot be completed. In the absence of the transaction with China Oceanwide or a refinancing alternative, we believe we would need to pursue asset sales to address our debt maturities, including potential sales of our mortgage insurance businesses in Canada and/or Australia. We are also evaluating options to insulate our U.S. mortgage insurance business from additional ratings pressure, including a potential partial sale, in the event a transaction with China Oceanwide cannot be completed.

If the China Oceanwide transaction is completed, we will be a standalone subsidiary of China Oceanwide and our senior management team will continue to lead the business from our current headquarters in Richmond, Virginia. WeLikewise, we intend to maintain our existing portfolio of businesses, including our mortgage insurance businesses in Australia and Canada. Ourday-to-day operations are not expected to change as a result of this transaction.

Restructuring of U.S. Life Insurance Businesses

In February 2016, we announced that one of our strategic objectives was to separate, then isolate, through a series of internal transactions, our long-term care insurance business from our other U.S. life insurance

businesses. We

~~intend to continue~~ continued to pursue this plan in connection with the China Oceanwide transaction, with some differences from our previously announced restructuring plan. Our goal under the plan ishas been to align substantially all of our non-New Yorkin-force life insurance and annuity business under Genworth Life and Annuity Insurance Company (“GLAIC”), our Virginia domiciled life insurance company, and substantially all of our non-New York long-term care insurance business under Genworth Life Insurance Company (“GLIC”), our Delaware domiciled life insurance company. Based on China Oceanwide’s $525 million capital commitment, together with the $175 million of cash previously committed by Genworth Holdings, a holding company will pursue the purchase of GLAIC from GLIC at fair market value. As part of this strategic objective, effective April 1, 2017, GLAIC assumed risk on a coinsurance basis for certain blocks of term life insurance, universal life insurance and single premium whole life insurance from GLIC. ~~There will be~~Effective July 1, 2017, GLIC recaptured certain single premium deferred annuity products previously ceded to GLAIC. In addition, effective July 1, 2017, GLAIC assumed risk on a modified coinsurance basis for certain blocks of fixed annuities, including those single premium deferred annuity products recaptured by GLIC, and certain corporate-owned life insurance policies from GLIC. As a result, there was an adverse impact on GLIC’s risk-based capital ratio of approximately 15 points in the third quarter of 2017. However, the internal transactions had no impact on our consolidated results of operations and financial condition prepared in accordance with U.S. ~~GAAP~~generally accepted accounting principles (“U.S. GAAP”) as the financial impact of the intercompany reinsurance ~~will be~~was eliminated in consolidation. ~~We plan~~These transactions complete our goal to ~~execute additional~~align substantially all of our non-New Yorkin-force life insurance and annuity business under GLAIC and substantially all of our non-New York long-term care insurance business under GLIC. All of these transactions were also required under the Merger Agreement with China Oceanwide. The reinsurance treaties effective July 1, 2017 include provisions that require us to unwind or void these treaties in the event the merger transaction with China Oceanwide is terminated.

In addition, based on China Oceanwide’s $525 million capital commitment under the Merger Agreement, together with the $175 million of cash previously committed by Genworth Holdings, a Genworth holding company would seek, in connection with the completion of the China Oceanwide transaction, the purchase of GLAIC from GLIC at fair market value. Together with the internal reinsurance transactions ~~as we continue to align~~completed in April 2017 and July 2017, finalization of the GLAIC sale, if completed, would isolate our ~~businesses as described above. Taking these actions will achieve our strategic objective of separating and isolating our~~non-New York long-term care insurance business from our other non-New York U.S. life insurance businesses and achieve this strategic objective, and regulatory approval to do so is a condition to the closing of the China Oceanwide transaction. China Oceanwide has no future obligation and has expressed no intention to contribute additional capital to support our legacy long-term care insurance business.

Separating and isolating our long-term care insurance business has been an important strategic objective, because we believe it would:

help to isolate the downside risk from our long-term care insurance business that is putting downward pressure on the ratings of Genworth Holdings and our other subsidiaries,

allow any future dividends from GLAIC to be paid directly to the holding company, which increases Genworth Holdings’ liquidity and ability to repay and/or refinance its indebtedness, and

give a clearer picture of the necessity for the long-term care insurance rate actions that we are working towards today.

Strategic Alternatives

If the China Oceanwide transaction is not completed, we will continue to explore strategic alternatives and financing options to address our ongoing ~~challenges.~~challenges, including our May 2018 debt maturity and other debt service obligations. Prior to the announcement of the China Oceanwide transaction, we previously disclosed that after discussions with regulators, we believed as a first step, we might only be able to distribute a portion of GLAIC from GLIC. As a result of the recent performance of our long-term care and life insurance businesses and the charges we recorded in the third and fourth quarters of 2016, absent the China Oceanwide transaction and any alternative commitment of external capital, we believe there would bebe: considerable ~~pressure on~~doubt as to the feasibility and timing of achieving a partial unstacking of GLAIC in the foreseeable future, if at all; increased pressure on

and potential downgrades of our financial strength ratings, particularly for our mortgage insurance businesses, which could affect our ability to maintain our market share of the U.S. mortgage insurance industry; limitation on our ability to continue to write new long-term care insurance policies; and other limitations on our holding company liquidity and ability to service and/or refinance our holding company debt. In the absence of anthe China Oceanwide transaction and/or a refinancing alternative, ~~third-party transaction,~~ which we can neither predict nor guarantee, we believe we would ~~be required~~need to pursue asset sales to address these challenges, including potential sales of our mortgage insurance businesses in Canada ~~and Australia~~ and/or Australia. Asset sales or changes to our financial projections, including changes that anticipate planned asset sales, may negatively impact our ability to realize certain foreign tax credits or other deferred tax assets and have a ~~partial sale~~resulting material adverse effect on our results of operation. We are also evaluating options to insulate our U.S. mortgage insurance ~~business.~~business from additional ratings pressure, including a potential partial sale, in the event a transaction with China Oceanwide cannot be completed.

Ongoing Priorities

Stabilizing our long-term care insurance business continues to be our long-term goal. We will continue to execute against this objective primarily through our multi-year long-term care insurance rate action plan. Increasing premiums and/or benefit modifications on our legacy long-term care insurance policies are critical to our ability to increase the capital levels needed to support the business. In addition, reducing debt will remain a high priority. We believe that increased financial support and our strengthened financial foundation resulting

from the China Oceanwide transaction would provide us with more options to manage our debt maturities and reduce overall indebtedness, which in turn is intended to improve our credit and ratings profile over time. Finally, we also believe that the completion of the China Oceanwide transaction would allow us to place greater focus on the future of our long-term care and mortgage insurance businesses while continuing to service our existing policyholders.

Executive Summary of Financial Results

Below is an executive summary of our consolidated financial results for the periods indicated. Amounts below are net of taxes, unless otherwise indicated.

Three Months Ended ~~March 31,~~September 30, 2017 Compared to Three Months Ended ~~March 31,~~September 30, 2016

We had net income available to Genworth Financial, Inc.’s common stockholders of ~~$155 million and $53~~$107 million during the three months ended ~~March 31,~~September 30, 2017 and ~~2016, respectively.~~a net loss available to Genworth Financial, Inc.’s common stockholders of $380 million during the three months ended September 30, 2016.

In our long-term care insurance business, our adjusted operating loss available to Genworth Financial, Inc.’s common stockholders was lower for the three months ended September 30, 2017 largely from an increase of $283 million in claim reserves, net of reinsurance, in the prior year as a result of our annual claims assumption review. As a result of this review, we updated several assumptions and methodologies primarily impacting claim termination rates, benefit utilization rates and incurred but not reported reserves. This increase was partially offset by higher severity on new claims in the current year. The current year also included $8 million of higher premiums and reduced benefits fromin-force rate actions approved and implemented.

During the third quarter of 2016, we recorded a valuation allowance of $265 million on deferred tax assets in Corporate and Other activities. In light of the prior year’s financial projections, which included the projected impact to current and future earnings associated with higher expected claim costs in our long-term care insurance business as a result of our annual claim reserves review in the third quarter of 2016 and sustained low interest rates, we recorded a valuation allowance related to foreign tax credits that we no longer expect to realize. The financial projections did not include any benefits or aspects of the announced transaction with China Oceanwide nor did they assume any charges associated with tax attribute limitations that would occur with a change in ownership.

Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016

We had net income available to Genworth Financial, Inc.’s common stockholders ~~was largely attributable~~of $464 million during the nine months ended September 30, 2017 and a net loss available to Genworth Financial, Inc.’s common stockholders of $155 million during the nine months ended September 30, 2016.

Benefits and other changes in policy reserves decreased across our mortgage insurance businesses, particularly in our U.S. Mortgage Insurance ~~segment, which represented $73 million of the total amount. The favorable current year performance of our U.S.~~and Canada Mortgage Insurance ~~segment was~~segments, which decreasedpre-tax by $45 million and $39 million, respectively. These decreases were largely ~~driven by higher premiums principally from an increase~~attributable to the favorable developments in ~~average flow mortgage insurance in-force and lower losses primarily due to favorable aging of existing delinquencies, net of cures, in the current year.~~our loss ratios discussed below.

The loss ratios in our U.S. Mortgage Insurance and Canada Mortgage Insurance segments were ~~17%~~13% and ~~16%~~11%, respectively, for the ~~first quarter of~~nine months ended September 30, 2017. The loss ratio in our U.S. Mortgage Insurance segment was driven mostly by ~~a decline in new delinquencies and~~ improvements in the net benefit from cures and aging of existing ~~delinquencies.~~delinquencies and an increase in earned premiums in the current year. A continued decline in new flow delinquencies, net of cures, mostly from overall improving regional macroeconomic conditions, along with a lower average reserve per delinquency benefited the loss ratio in our Canada Mortgage Insurance segment. Our Australia Mortgage Insurance segment had a loss ratio of 35% in the first quarter of 2017, an increase of 9% compared to the first quarter of 2016, mostly related to higher new delinquencies and unfavorable aging of existing delinquencies primarily from continued pressure in commodity-dependent regions.

On March 1, 2017, the Pennsylvania Commonwealth Court approved petitions to liquidate Penn Treaty Network America Insurance Company and American Network Insurance Company (“Penn Treaty”) due to financial difficulties that could not be resolved through rehabilitation. As a result of the plan of Penn Treaty liquidation, our long-term care insurance business recorded net guaranty fund assessments of $14 million in the first quarter of 2017.

In our long-term care insurance business, the adjusted operating loss available to Genworth Financial, Inc.’s common stockholders for the nine months ended September 30, 2016 was largely from an increase of $283 million in claim reserves, net of reinsurance, as discussed above. The current year included higher incremental premiums and reduced benefits of $18 million fromin-force rate actions approved and implemented. Our long-term care insurance results were also favorably impacted by seasonally higher claim terminations during the first ~~quarter~~half of 2017.

During the nine months ended September 30, 2016, we recorded a valuation allowance of $265 million on deferred tax assets in Corporate and Other activities, as discussed above.

•

During the ~~three~~nine months ended ~~March 31,~~September 30, 2016, we recorded a $45 million expense related to the settlement ofIn re Genworth Financial, Inc. Securities Litigationand an additional $6 million of legal fees and expenses related to this litigation. We also recorded $3 million of additional legal fees in the prior year related to other pending litigation.

During the ~~three~~nine months ended ~~March 31,~~September 30, 2016, we recorded $9$14 million related to restructuring costs as part of an expense reduction plan as we ~~evaluate~~evaluated and appropriately ~~size~~sized our organizational needs and expenses. In addition, we recorded a loss of $6 million from thewrite-off of deferred borrowing costs in connection with the early extinguishment ofnon-recourse funding obligations as part of a life block transaction completed in the first quarter of 2016.

Significant Developments

The periods under review include, among others, the following significant developments.

Dispositions

•

Completed sale of a life insurance block. In January 2016, GLAIC, our indirect wholly-owned subsidiary, entered into a reinsurance agreement to coinsure certain term life insurance business with Protective Life Insurance Company as part of a life block transaction. This transaction generated capital in excess of $150 million in aggregate to Genworth, including tax benefits of approximately ~~$175~~

$175 million to the holding company that were settled in July 2016, which ~~are~~is committed to be used in executing the restructuring plan for our U.S. life insurance businesses.

•

Completed sale of our mortgage insurance business in Europe. On May 9, 2016, we completed the sale of our European mortgage insurance business to AmTrust Financial Services, Inc. for $55 million and received net proceeds of approximately $50 million. During the nine months ended September 30, 2016, we recorded anafter-tax gain of $18 million related to the sale of our mortgage insurance business in Europe.

•

Sale of our lifestyle protection ~~and mortgage insurance businesses.~~business. During the three months ended ~~March 31, 2016,~~September 30, 2017, we recorded an additional ~~after-tax~~ loss of ~~$19~~$9 million associated with the sale of our lifestyle protection insurance business primarily related to an adjustment of certain claims previously included in discontinued operations and tax items. We retained liabilities for certain claims, taxes and sales practices that occurred while we owned the lifestyle protection insurance business. We have established our current best estimates for these liabilities, where appropriate; however, there may be future adjustments to these estimates. During the three and nine months ended September 30, 2016, we recorded a gain of $15 million and a loss of $25 million related to the sale of our lifestyle protection insurance business, ~~and an after-tax gain of $20 million related to the sale of our mortgage insurance business in Europe.~~respectively.

U.S. Life Insurance

•

Rate actions in our long-term care insurance business. As part of our strategy for our long-term care insurance business, we have been implementing, and ~~will~~expect to continue to pursue, significant premium rate increases on ~~the~~ older generation blocks of business ~~that were primarily written before 2002.~~in order to bring those blocks closer to a break-even point over time and reduce the strain on earnings and capital. We are also requesting premium rate increases on newer blocks of business, as needed, some of which may be ~~significant.~~significant, to help bring their loss ratios back towards their original pricing. For all of these rate action filings, we received 1175 filing approvals from 832 states induring the ~~first quarter of~~nine months ended September 30, 2017, representing a weighted-average increase of ~~22%~~27% on approximately ~~$98~~$457 million in annualizedin-force premiums. We also submitted 18131 new filings in 1839 states induring the ~~first quarter of~~nine months ended September 30, 2017 on approximately ~~$24~~$828 million in annualizedin-force premiums.

•

Restructuring and business alignment. The internal reinsurance transactions completed in April 2017 and July 2017, as discussed above, complete our goal to align substantially all of ourin-force life insurance and annuity business under GLAIC and substantially all of our long-term care insurance business under GLIC.

•

Suspension of sales of our traditional life insurance and fixed annuity products. As part of our initiative announced on February 4, 2016 to restructure our U.S. life insurance businesses, we decided to suspend sales of our traditional life insurance and fixed annuity products on March 7, 2016 given the continued impact of ratings and recent sales levels of these products. This action, along with reducing expense levels in our U.S. life insurance businesses resulted in approximately $50 million of annualizedpre-tax cash expense savings.

Liquidity and Capital Resources

•

Genworth MI Canada Inc. (“Genworth Canada”) New Credit Facility. On September 29, 2017, Genworth Canada, our majority-owned subsidiary, entered into a CAD$200 million syndicated senior unsecured revolving credit facility, which matures on September 29, 2022. Any borrowings under Genworth Canada’s credit facility will bear interest at a rate per annum equal to, at the option of Genworth Canada, either a fixed rate or a variable rate pursuant to the terms of the credit agreement. The credit facility includes customary representations, warranties, covenants, terms and conditions. This syndicated credit facility replaced an existing CAD$100 million senior unsecured revolving credit facility which was cancelled on September 29, 2017. As of September 30, 2017, there was no amount outstanding under Genworth Canada’s credit facility and all of the covenants were fully met.

•

Redemption of Genworth Holdings’ 2016 notes. In January 2016, Genworth Holdings redeemed $298 million of its 8.625% senior notes due 2016 issued in December 2009 (the “2016 Notes”) and paid a make-whole premium of approximately $20 millionpre-tax in addition to accrued and unpaid interest using cash proceeds received from the sale of our lifestyle protection insurance business.

•

Repurchase of Genworth Holdings senior notes. During the three months ended March 31, 2016, we repurchased $28 million principal amount of Genworth Holdings’ notes with various maturity dates for apre-tax gain of $4 million and paid accrued and unpaid interest thereon.

•

Completion ofGenworth Holdings’ bond consent solicitation. During the three months ended March 31, 2016, Genworth Holdings paid total fees related to the bond consent solicitation of approximately $61 million, including bond consent fees of $43 million, which were deferred, as well as broker, advisor and investment banking fees of $18 million, which were ~~expensed in the first quarter of 2016.~~expensed.

•

Redemption ofNon-Recourse Funding Obligations. During the three months ended March 31, 2016, in connection with a life block transaction, River Lake Insurance Company, our indirect wholly-owned subsidiary, redeemed $975 million of its total outstanding floating rate subordinated notes due in 2033 and River Lake Insurance Company II, our indirect wholly-owned subsidiary, redeemed $645 million of its total outstanding floating rate subordinated notes due in 2035 for apre-tax loss of $9 million from thewrite-off of deferred borrowing costs.

Financial Strength Ratings

Ratings with respect to the financial strength of operating subsidiaries are an important factor in establishing the competitive position of insurance companies. Ratings are important to maintaining public confidence in us and our ability to market our products. Rating organizations review the financial performance and condition of most insurers and provide opinions regarding financial strength, operating performance and ability to meet obligations to policyholders.

As of November 2, 2017, our principal mortgage insurance subsidiaries were rated in terms of financial strength by Standard & Poor’s Financial Services, LLC (“S&P”), Moody’s Investor Service, Inc. (“Moody’s”) and Dominion Bond Rating Service (“DBRS”) as follows:


Company	S&P rating	Moody’s rating	DBRS rating
Genworth Mortgage Insurance Corporation	BB+ (Marginal)	Ba1 (Questionable)	Not rated
Genworth Financial Mortgage Insurance Company Canada	A+ (Strong)	Not rated	AA (Superior)
Genworth Financial Mortgage Insurance Pty. Limited (Australia)⁽¹⁾	A+ (Strong)	Baa1 (Adequate)	Not rated

⁽¹⁾	Also rated “A+” by Fitch Ratings (“Fitch”).

As of November 2, 2017, our principal life insurance subsidiaries were rated in terms of financial strength by S&P, Moody’s and A.M. Best Company, Inc. (“A.M. Best”) as follows:


Company	S&P rating	Moody’s rating	A.M. Best rating
Genworth Life Insurance Company	B+ (Weak)	B2 (Poor)	B (Fair)
Genworth Life and Annuity Insurance Company	B+ (Weak)	Ba1 (Questionable)	B++ (Good)
Genworth Life Insurance Company of New York	B+ (Weak)	B2 (Poor)	B (Fair)

The S&P, Moody’s, DBRS and A.M. Best financial strength ratings of our operating companies are not designed to be, and do not serve as, measures of protection or valuation offered to investors. These financial strength ratings should not be relied on with respect to making an investment in our securities.

S&P states that insurers rated “A” (Strong), “BB” (Marginal) or “B” (Weak) have strong, marginal or weak financial security characteristics, respectively. The “A,” “BB” and “B” ranges are the third-, fifth- and sixth-highest of nine financial strength rating ranges assigned by S&P, which range from “AAA” to “R.” A plus (+) or minus (-) shows relative standing within a major rating category. These suffixes are not added to ratings in the “AAA” category or to ratings below the “CCC” category. Accordingly, the “A+,” “BB+” and “B+” ratings are the fifth-, eleventh- and fourteenth-highest of S&P’s 21 ratings categories.

On September 18, 2017, based largely on regulatory approval uncertainty pertaining to the China Oceanwide transaction, S&P revised Genworth Financial and Genworth Holding’s CreditWatch status from developing implications to negative implications. S&P downgraded the financial strength rating of our principal life insurance subsidiaries; GLIC, Genworth Life Insurance Company of New York (“GLICNY”) and GLAIC fromBB- (Marginal) to B+ (Weak), and maintained the CreditWatch status of GLIC and GLICNY at negative implications and GLAIC at developing implications. S&P’s rating actions were also based on their negative view of the operating performance of our U.S. Life Insurance segment, the ongoing impact of the low interest rate environment and the further need for premium rate increases in our long-term care insurance business. S&P also affirmed the financial strength rating of Genworth Mortgage Insurance Corporation (“GMICO”) at BB+ (Marginal), however, revised GMICO’s CreditWatch status from developing implications to negative implications. The financial strength ratings of Genworth Financial Mortgage Insurance Company Canada and Genworth Financial Mortgage Insurance Pty. Limited (Australia) were also affirmed at A+ (Strong).

Moody’s states that insurance companies rated “Baa” (Adequate) offer adequate financial security and that insurance companies rated “Ba” (Questionable) or “B” (Poor) offer questionable financial security. The “Baa” (Adequate), “Ba” (Questionable) and “B” (Poor) ranges are the fourth-, fifth- and sixth-highest, respectively, of nine financial strength rating ranges assigned by Moody’s, which range from “Aaa” to “C.” Numeric modifiers are used to refer to the ranking within the group, with 1 being the highest and 3 being the lowest. These modifiers are not added to ratings in the “Aaa” category or to ratings below the “Caa” category. Accordingly, the “Baa1,” “Ba1” and “B2” ratings are the eighth-, eleventh- and fifteenth-highest, respectively, of Moody’s 21 ratings categories.

On October 3, 2017, which followed our recent announcement that we had withdrawn our joint voluntary notice with CFIUS with an intent to refile, Moody’s downgraded the credit ratings of Genworth Holdings senior unsecured debt from Ba3 (Questionable) to B2 (Poor), downgraded the financial strength ratings of GLIC and GLICNY from Ba3 (Questionable) to B2 (Poor) and downgraded GLAIC from Baa2 (Adequate) to Ba1 (Questionable). Moody’s downgrade was based principally upon the uncertain financial flexibility at Genworth Holdings to address upcoming debt maturities, execution risk associated with closing the China Oceanwide transaction and continued risk associated with our long-term care insurance business. On September 13, 2017, Moody’s downgraded the financial strength rating of Genworth Financial Mortgage Insurance Pty. Limited (Australia) from A3 (Good) to Baa1 (Adequate). Moody’s downgrade reflects their risk assessment surrounding the Australian housing market, which in their view, has higher risk and lower demand for domestic lenders’ mortgage insurance products. On March 10, 2017, Moody’s ~~Investors Service, Inc. (“Moody’s”)~~ downgraded the financial strength rating of GLIC and ~~Genworth Life Insurance Company of New York~~GLICNY from Ba2 (Questionable) to Ba3 (Questionable). Moody’s downgrade was principally related to a reduction in our long-term care insurance margins, uncertainty related to future long-term care insurance margins and reliance on significant future rate actions, the approval for which varies by state and can take several years.

~~There were no other changes~~DBRS states that long-term obligations rated “AA” are of superior credit quality. The capacity for the payment of financial obligations is considered high and unlikely to be significantly vulnerable to future events. Credit quality differs from “AAA” only to a small degree. On July 21, 2017, DBRS confirmed the financial strength rating of Genworth Financial Mortgage Insurance Company Canada at AA (Superior). The financial strength rating confirmation reflects the company’s market position, insurance portfolio and risk analytics, as well as its capital position relative to the capital required to meet insurance claim obligations.

A.M. Best states that the “B++” (Good) rating is assigned to those companies that have, in its opinion, a good ability to meet their ongoing insurance obligations while “B” (Fair) is assigned to those companies that

have, in its opinion, a fair ability to meet their ongoing insurance obligations. The “B++” (Good) and “B” (Fair) ratings are the fifth- and seventh-highest of 15 ratings assigned by A.M. Best, which range from “A++” to “F.”

We also solicit a rating from Fitch for our Australian mortgage insurance subsidiary. Fitch states that “A” (Strong) rated insurance companies are viewed as possessing strong capacity to meet policyholder and contract obligations. The “A” rating category is the third-highest of nine financial strength rating categories, which range from “AAA” to “C.” The symbol (+) or (-) may be appended to a rating to indicate the relative position of a credit within a rating category. These suffixes are not added to ratings in the “AAA” category or to ratings below the “B” category. Accordingly, the “A+” rating is the fifth-highest of Fitch’s 21 ratings categories.

S&P, Moody’s, DBRS, A.M. Best and Fitch review their ratings periodically and we cannot assure you that we will maintain our current ratings in the future. Other agencies may also rate our company or our insurance subsidiaries ~~during~~on a solicited or an unsolicited basis. We do not provide information to agencies issuing unsolicited ratings and we cannot ensure that any agencies that rate our company or our insurance subsidiaries on an unsolicited basis will continue to do so.

For a discussion of the ~~three months ended March 31, 2017.~~impacts of the recent rating agency actions on our derivative instruments, see “Item 2—Management’s Discussion and Analysis of Financial Conditions and Results of Operations—Investments and Derivative Instruments.”

For a discussion of the risks associated with ratings actions, see “Item 1A Risk Factors—Recent adverse rating agency actions have resulted in a loss of business and adversely affected our results of operations, financial condition and business and future adverse rating actions could have a further and more significant adverse impact on us” in our 2016 Annual Report on Form10-K.

Consolidated

General Trends and Conditions

The stability of both the financial markets and global economies in which we operate impacts the sales, revenue growth and profitability trends of our businesses as well as value of assets and liabilities. The U.S. and several international financial markets have been impacted by concerns regarding global economies and the rate and strength of recovery, particularly given recent political and geographical events in East Asia, Europe and the Middle ~~East~~East. Slower growth and ~~slower growth~~higher debt levels in ~~China. We~~China have created more uncertainty for global economies, heightened by S&P’s and Moody’s downgrade of the financial strength rating of China in September 2017 and May 2017, respectively. Although some of our businesses have started to realize benefits in their financial results from improvements in the general macroeconomic environment, particularly our mortgage insurance businesses in the U.S. and Canada, we continue to operate in a challenging economic environment characterized by slow global growth, fluctuating oil and commodity prices and very low interest rates. Interest rates remain at historically low levels despite the fact the U.S. Federal Reserve has raised its benchmark lending rate ~~during the first quarter of~~two times in 2017 and market expectations remain for ~~two~~one additional rate ~~increases~~increase during 2017. ~~As a result~~Additionally, during the third quarter of 2017, the U.S. Federal Reserve announced that it would begin to normalize monetary policy and scale back quantitative easing. Despite the Federal ~~Reserve action,~~Reserve’s actions, U.S. Treasury yields ~~rose initially during~~remained lower throughout the ~~first part of the first~~third quarter of 2017 but ~~lost much of the increase later~~rose significantly in the ~~quarter as the timing~~last week of ~~anticipated~~ September 2017, in response to potential tax reform. However,pro-growth stimulus policies ~~has become more~~are still uncertain and ~~heightened geo-political risks have served~~weaker inflation data has investors more cautious on the direction of longer term interest rates. The U.S. equity markets increased and credit spreads tightened during the third quarter of 2017. Spreads initially widened when geopolitical issues and natural disasters arose, but quickly tightened driven by both positive economic data and corporate profits. U.S. fixed income markets saw reduced issuances, but demand from foreign and domestic investors continued to ~~moderate the growth outlook.~~support valuations. Global equity markets were generally ~~rose as well, although some markets were more muted,~~higher and ~~global bond markets closed relatively unchanged from year end December 31, 2016 levels.~~the economies of the Eurozone countries continue to improve. For a discussion of the risks associated with interest rates, see “Item 1A Risk Factors—Interest rates and changes in rates could materially adversely affect our business and profitability” in our 2016 Annual Report on Form10-K.

Slow or varied levels of economic growth, coupled with uncertain financial markets and economic outlooks, changes in government policy, regulatory reforms and other changes in market conditions, influenced, and we believe will continue to influence, investment and spending decisions by consumers and businesses as they adjust their consumption, debt, capital and risk profiles in response to these conditions. These trends change as investor confidence in the markets and the outlook for some consumers and businesses shift. As a result, our sales, revenues and profitability trends of certain insurance and investment products as well as the value of assets and liabilities have been and could be further impacted going forward. In particular, factors such as government spending, monetary policies, the volatility and strength of the capital markets, anticipated tax policy changes and the impact of global financial regulation reform will continue to affect economic and business outlooks, level of interest rates and consumer behaviors moving forward.

The U.S. and international governments, the Federal Reserve, other central banks and other legislative and regulatory bodies have taken certain actions to support the economy and capital markets, influence interest rates, influence housing markets and mortgage servicing and provide liquidity to promote economic growth. These include various mortgage restructuring programs implemented or under consideration by the GSEs, lenders, servicers and the U.S. government. Outside of the United States, various governments and central banks have taken actions to stimulate economies, stabilize financial systems and improve market liquidity. In aggregate, these actions had a positive effect in the short term on the economies of these countries and their markets; however, there can be no assurance as to the future impact these types of actions may have on the economic and financial markets, including levels of interest rates and volatility. A delayed economic recovery period, a U.S. or global recession or regional or global financial crisis could materially and adversely affect our business, financial condition and results of operations.

Consolidated Results of Operations

The following is a discussion of our consolidated results of operations. For a discussion of our segment results, see “—Results of Operations and Selected Financial and Operating Performance Measures by Segment.”

Three Months Ended ~~March 31,~~September 30, 2017 Compared to Three Months Ended ~~March 31,~~September 30, 2016

The following table sets forth the consolidated results of operations for the periods indicated:


	Three months ended March 31,					Increase (decrease) and percentage change					Three months ended September 30,						Increase (decrease) and percentage change
(Amounts in millions)	2017		2016			2017 vs. 2016					2017			2016			2017 vs. 2016
Revenues:
Premiums	$	1,136	$	794		$	342		43	%	$	1,135		$	1,108		$	27		2	%
Net investment income		790		789			1		—	%		797			805			(8	)	(1	)%
Net investment gains (losses)		34		(19	)		53		NM	⁽¹⁾		85			20			65		NM	⁽¹⁾
Policy fees and other income		211		221			(10	)	(5	)%		198			217			(19	)	(9	)%

Total revenues		2,171		1,785			386		22	%		2,215			2,150			65		3	%

Benefits and expenses:
Benefits and other changes in policy reserves		1,246		860			386		45	%		1,344			1,662			(318	)	(19	)%
Interest credited		167		177			(10	)	(6	)%		164			173			(9	)	(5	)%
Acquisition and operating expenses, net of deferrals		270		394			(124	)	(31	)%		265			269			(4	)	(1	)%
Amortization of deferred acquisition costs and intangibles		94		99			(5	)	(5	)%		83			94			(11	)	(12	)%
Interest expense		62		105			(43	)	(41	)%		73			77			(4	)	(5	)%

Total benefits and expenses		1,839		1,635			204		12	%		1,929			2,275			(346	)	(15	)%

Income from continuing operations before income taxes		332		150			182		121	%
Income (loss) from continuing operations before income taxes												286			(125	)		411		NM	⁽¹⁾
Provision for income taxes		116		23			93		NM	⁽¹⁾		102			222			(120	)	(54	)%

Income from continuing operations		216		127			89		70	%
Loss from discontinued operations, net of taxes		—		(19	)		19		100	%
Income (loss) from continuing operations												184			(347	)		531		153	%
Income (loss) from discontinued operations, net of taxes												(9	)		15			(24	)	(160	)%

Net income		216		108			108		100	%
Net income (loss)												175			(332	)		507		153	%
Less: net income attributable to noncontrolling interests		61		55			6		11	%		68			48			20		42	%

Net income available to Genworth Financial, Inc.'s common stockholders	$	155	$	53		$	102		192	%
Net income (loss) available to Genworth Financial, Inc.’s common stockholders											$	107		$	(380	)	$	487		128	%

⁽¹⁾	We define “NM” as not meaningful for increases or decreases greater than 200%.

Premiums.Premiums consist primarily of premiums earned on insurance products for mortgage, long-term care, life and accident and health insurance, single premium immediate annuities and structured settlements with life contingencies.

Our U.S. Life Insurance segment increased ~~$322~~$23 million. Our long-term care insurance business increased $31 million largely from $21 million of increased premiums in the current year fromin-force rate actions approved and implemented. Our life insurance business ~~increased $309~~decreased $8 million mainly attributable to the impact of a reinsurance treaty under which we initially ceded $326 million of certain term life insurance premiums as part of a life block transaction in the first quarter of 2016, partially offsetdriven by ~~the~~ continued runoff of our term life insurance products, including higher lapses primarily from our large15-year and20-year term life insurance blocks entering their post-level guaranteed premium rate periods in the current year. Our long-term care insurance business increased $16 million largely from $25 million of increased premiums in the current year from in-force rate actions approved and implemented, partially offset by policy terminations in the current year. Our fixed annuities business decreased $3 million principally from suspending sales of our life-contingent products on March 7, 2016.

Our Canada Mortgage Insurance segment increased ~~$15~~$7 million principally from the seasoning of our larger, more recentin-force blocks of business.

Our U.S. Mortgage Insurance segment increased $6 million mostly attributable to higher average flow insurancein-force, partially offset by lower rates on our mortgage insurance in-force in the current year.

Our Australia Mortgage Insurance segment decreased $10 million largely due to the seasoning of our smaller prior yearin-force blocks of business and lower policy cancellations in the current year. The three months ended ~~March 31,~~September 30, 2017 included an increase of $6$3 million attributable to changes in foreign exchange rates.

Our U.S. Mortgage Insurance segment increased $9 million mainly attributable to higher average flow mortgage insurance in-force in the current year, partially offset by the reversal of an accrual for premium refunds related to policy cancellations in the prior year.

~~Corporate and Other activities decreased $4 million largely related to the sale of our European mortgage insurance business in May 2016.~~

Net investment income.Net investment income represents the income earned on our investments. For discussion of the change in net investment income, see the comparison for this line item under “—Investments and Derivative Instruments.”

Net investment gains (losses).Net investment gains (losses) consist primarily of realized gains and losses from the sale or impairment of our investments, unrealized and realized gains and losses from our trading securities and derivative instruments. For discussion of the change in net investment gains (losses), see the comparison for this line item under “—Investments and Derivative Instruments.”

Policy fees and other income. Policy fees and other income consists primarily of fees assessed against policyholder and contractholder account values, surrender charges, cost of insurance assessed on universal and term universal life insurance policies, advisory and administration service fees assessed on investment contractholder account values, broker/dealer commission revenues and other fees. Our U.S. Life Insurance segment decreased $7$21 million mostly attributable to our life insurance business primarily as a result of suspending sales of these products on March 7, 2016 and a decline in our term universal and universal life insurancein-force blocks in the current year. The decrease was also driven by an $8 million unfavorable model refinement in the current year.

Benefits and other changes in policy reserves. Benefits and other changes in policy reserves consist primarily of claim costs incurred related to mortgage insurance products and benefits paid and reserve activity related to current claims and future policy benefits on insurance and investment products for long-term care, life and accident and health insurance, structured settlements and single premium immediate annuities with life contingencies.

Our U.S. Life Insurance segment ~~increased $406~~decreased $301 million. Our long-term care insurance business decreased $366 million principally from the completion of our annual review of our claim reserves conducted during the third quarter of 2016 which resulted in higher claim reserves of $435 million, net of reinsurance. The decrease was partially offset by aging and growth of thein-force block, higher severity on new claims and a less favorable impact of $7 million from reduced benefits in the current year related toin-force rate actions approved and implemented. Our life insurance business increased ~~$348~~$64 million principally related to the impact of a reinsurance treaty under which we initially ceded $331 million of certain term life insurance reserves as part of a life block transaction in the first quarter of 2016. The increase was alsoprimarily attributable to ~~higher universal~~a $30 million unfavorable model refinement, unfavorable mortality and ~~term~~higher universal life insurance reserves in the current year reflecting our previously updated assumptions from the fourth quarter of 2016 and unfavorable mortality in the current year. Our long-term care insurance business increased $59 million principally from aging and growth of the in-force block and higher severity on new claims in the current year. The increase was also attributable to a $14 million less favorable impact from reduced benefits related to in-force rate actions approved and implemented and incremental reserves of $15 million recorded in connection with an accrual for profits followed by losses in the current year.2016. Our fixed annuities business ~~decreased~~increased $1 million ~~primarily~~as $3 million of higher reserves from lower interest credited, lower production of life-contingent products as a result of suspending sales of these products on March 7, 2016 and favorable mortality in the current year. These decreases were mostly offset by an increase in reserves of $6 million related to loss recognition testing in our fixed immediate annuity products were mostly offset by lower interest credited in the current year.

Our Canada Mortgage Insurance segment decreased $12 million largely from lower new delinquencies, net of cures, and from a lower average reserve per delinquency in the current year.

Our Australia Mortgage Insurance segment ~~increased $7~~decreased $8 million largely attributable to ~~higher~~lower new delinquencies, ~~as well as a higher average reserve per delinquency resulting~~net of cures, and from ~~unfavorable~~improved aging of existing delinquencies primarily in commodity-dependent regions in the current year.

Our Runoff segment decreased $11 million primarily attributable to a decline in guaranteed minimum death benefit (“GMDB”) reserves in our variable annuity products due to favorable equity market performance in the current year.

Our U.S. Mortgage Insurance segment decreased $9$1 million primarily due to favorable net cures and aging of existing delinquencies, ~~net~~mostly offset by a favorable adjustment of ~~cures in the current year.~~

~~Our Canada Mortgage Insurance segment decreased $6~~$10 million ~~largely from~~to our loss reserves associated with lower ~~new~~expected claim rates on early stage delinquencies, ~~net of cures,~~ partially offset by a higher ~~average reserve per delinquency driven by a shift~~claim severity on late stage delinquencies in ~~regional outstanding delinquencies towards oil-producing regions with higher average insured amounts.~~the prior year that did not recur.

Interest credited. Interest credited represents interest credited on behalf of policyholder and contractholder general account balances. Our U.S. Life Insurance segment decreased $12 million primarily related to our fixed annuities business predominantly from lower average account values ~~and a decrease in crediting rates~~ in the current year.

Acquisition and operating expenses, net of deferrals. Acquisition and operating expenses, net of deferrals, represent costs and expenses related to the acquisition and ongoing maintenance of insurance and investment

contracts, including commissions, policy issuance expenses and other underwriting and general operating costs. These costs and expenses are net of amounts that are capitalized and deferred, which are costs and expenses that are related directly to the successful acquisition of new or renewal insurance policies and investment contracts, such as first-year commissions in excess of ultimate renewal commissions and other policy issuance expenses.

Our Australia Mortgage Insurance segment decreased $5 million primarily from a change in the classification of contract fees amortization expense, which we began recording to amortization of DAC and intangibles as of the second quarter of 2017.

Our Runoff segment decreased $4 million mostly from lower state guaranty fund assessments in the current year.

Our U.S. Mortgage Insurance segment decreased $2 million primarily from lower production costs in the current year.

Corporate and Other activities increased $8 million mainly driven by higher consulting fees in the current year.

Amortization of deferred acquisition costs and intangibles. Amortization of deferred acquisition costs and intangibles consists primarily of the amortization of acquisition costs that are capitalized, PVFP and capitalized software.

Our U.S. Life Insurance segment decreased $19 million driven mostly by our life insurance business principally as a result of a net $15 million favorable model refinement in the current year. The decrease was partially offset by higher amortization in our term universal life insurance product reflecting previously updated lapse assumptions. In the current year, we have also experienced higher lapses and accelerated DAC amortization associated with our large15-year and20-year term life insurance blocks entering their post-level guaranteed level premium rate periods.

Our Australia Mortgage Insurance segment increased $6 million principally as a result of a change in the classification of contract fees amortization expense that was previously recorded to acquisition and operating expenses, net of deferrals, as discussed above.

Interest expense. Interest expense represents interest related to our borrowings that are incurred at Genworth Holdings or subsidiaries and ournon-recourse funding obligations and interest expense related to the Tax Matters Agreement and certain reinsurance arrangements being accounted for as deposits. Corporate and Other activities decreased ~~$123~~$4 million largely driven by a contractual change in our junior subordinated notes related to an interest rate change from fixed to floating rates in the current year.

Provision for income taxes. The effective tax rate was 35.5% for the three months ended September 30, 2017 compared to (179.0)% for the three months ended September 30, 2016. The effective tax rate for the three months ended September 30, 2017 was impacted by higher tax benefits from lower taxed foreign income. The effective tax rate for the three months ended September 30, 2016 was impacted by a valuation allowance of $265 million recorded on deferred tax assets related to foreign tax credits that we no longer expect to realize.

Net income attributable to noncontrolling interests. Net income attributable to noncontrolling interests represents the portion of equity in a subsidiary attributable to third parties.

Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016

The following table sets forth the consolidated results of operations for the periods indicated:


	Nine months ended September 30,						Increase (decrease) and percentage change
(Amounts in millions)	2017			2016			2017 vs. 2016
Revenues:
Premiums	$	3,382		$	3,029		$	353		12	%
Net investment income		2,388			2,373			15		1	%
Net investment gains (losses)		220			31			189		NM	⁽¹⁾
Policy fees and other income		619			738			(119	)	(16	)%

Total revenues		6,609			6,171			438		7	%

Benefits and expenses:
Benefits and other changes in policy reserves		3,796			3,715			81		2	%
Interest credited		494			523			(29	)	(6	)%
Acquisition and operating expenses, net of deferrals		775			990			(215	)	(22	)%
Amortization of deferred acquisition costs and intangibles		316			305			11		4	%
Interest expense		209			262			(53	)	(20	)%

Total benefits and expenses		5,590			5,795			(205	)	(4	)%

Income from continuing operations before income taxes		1,019			376			643		171	%
Provision for income taxes		348			355			(7	)	(2	)%

Income from continuing operations		671			21			650		NM	⁽¹⁾
Loss from discontinued operations, net of taxes		(9	)		(25	)		16		64	%

Net income (loss)		662			(4	)		666		NM	⁽¹⁾
Less: net income attributable to noncontrolling interests		198			151			47		31	%

Net income (loss) available to Genworth Financial, Inc.’s common stockholders	$	464		$	(155	)	$	619		NM	⁽¹⁾

⁽¹⁾	We define “NM” as not meaningful for increases or decreases greater than 200%.

Premiums

Our U.S. Life Insurance segment increased $325 million. Our long-term care insurance business increased $34 million largely from $71 million of increased premiums in the current year fromin-force rate actions approved and implemented, partially offset by policy terminations in the current year. Our life insurance business increased $294 million mainly attributable to the impact of a reinsurance treaty under which we initially ceded $326 million of certain term life insurance premiums as part of a life block transaction in the first quarter of 2016, partially offset by the continued runoff of our term life insurance products in the current year.

Our Canada Mortgage Insurance segment increased $26 million principally from the seasoning of our larger, more recentin-force blocks of business.

Our U.S. Mortgage Insurance segment increased $25 million mainly attributable to higher average flow insurance in-force, partially offset by lower rates on our mortgage insurance in-force in the current year. The prior year included the reversal of an accrual for premium refunds related to policy cancellations that did not recur.

Our Australia Mortgage Insurance segment decreased $18 million predominantly from the seasoning of our smaller prior yearin-force blocks of business. The nine months ended September 30, 2017 included an increase of $7 million attributable to changes in foreign exchange rates.

Corporate and Other activities decreased $5 million largely related to the sale of our European mortgage insurance business in May 2016.

Net investment income.For discussion of the change in net investment income, see the comparison for this line item under “—Investments and Derivative Instruments.”

Net investment gains (losses).For discussion of the change in net investment gains (losses), see the comparison for this line item under “—Investments and Derivative Instruments.”

Policy fees and other income

Corporate and Other activities decreased $78 million. The prior year included a gain of $64 million from the early extinguishment of debt related to the redemption of a securitization entity and a gain of $11 million attributable to the sale of assets to Pacific Life Insurance Company (“Pac Life”) that did not recur.

Our U.S. Life Insurance segment decreased $38 million mostly attributable to our life insurance business primarily as a result of suspending sales of these products on March 7, 2016 and a decline in our term universal and universal life insurancein-force blocks in the current year. The decrease was also related to an $8 million unfavorable model refinement in the current year.

Benefits and other changes in policy reserves

Our U.S. Life Insurance segment increased $179 million. Our long-term care insurance business decreased $292 million principally from the completion of our annual review of our claim reserves conducted during the third quarter of 2016 which resulted in higher claim reserves of $435 million, net of reinsurance. The decrease was also attributable to $68 million of unfavorable adjustments which included refinements to the calculations of reserves in the prior year that did not recur and favorable claim terminations in the current year. These decreases were partially offset by aging and growth of thein-force block, higher severity on new claims, higher incremental reserves of $64 million recorded in connection with an accrual for profits followed by losses and a $38 million less favorable impact from reduced benefits in the current year related toin-force rate actions approved and implemented. Our life insurance business increased $429 million principally related to the impact of a reinsurance treaty under which we initially ceded $331 million of certain term life insurance reserves as part of a life block transaction in the first quarter of 2016. The increase was also attributable to higher universal and term universal life insurance reserves reflecting our previously updated assumptions from the fourth quarter of 2016 and unfavorable mortality in the current year. The current year also included a $30 million unfavorable model refinement. Our fixed annuities business increased $42 million largely attributable to $45 million of lower assumed reinsurance in connection with the recapture of certain life-contingent products by a third party in the prior year that did not recur, partially offset by favorable mortality in the current year.

Our U.S. Mortgage Insurance segment decreased $45 million primarily due to favorable net cures and aging of existing delinquencies and from a $5 million higher favorable reserve adjustment in the current year.

Our Canada Mortgage Insurance segment decreased $39 million largely from lower new delinquencies, net of cures, as well as from a lower average reserve per delinquency and from favorable loss reserve development related to incurred but not reported delinquencies as of December 31, 2016.

Our Runoff segment decreased $8 million primarily attributable to lower guaranteed minimum death benefits (“GMDB”) reserves in our variable annuity products due to favorable equity market performance in the current year.

Our Australia Mortgage Insurance segment decreased $5 million largely attributable to $6 million of favorablenon-reinsurance recoveries on paid claims in the second quarter of 2017 and a higher net benefit from cures and aging of existing delinquencies, partially offset by higher new delinquencies primarily in commodity-dependent regions in the current year. The nine months ended September 30, 2017 included an increase of $3 million attributable to changes in foreign exchange rates.

Interest credited

Our U.S. Life Insurance segment decreased $38 million primarily related to our fixed annuities business predominantly from lower average account values and a decrease in crediting rates in the current year.

Our Runoff segment increased $9 million largely related to higher cash values in our corporate-owned life insurance products in the current year.

Acquisition and operating expenses, net of deferrals

Corporate and Other activities decreased $126 million mainly driven by expenses in the prior year that did not recur. The prior year expenses included $79 million of a litigation settlement and related legal expenses, $20 million of expenses related to the early redemption of debt, $18 million of bond consent fees and a $7$9 million loss related to the sale of our European mortgage insurance business. These decreases were partially offset by higher consulting fees in the current year.

Our U.S. Life Insurance segment decreased $8$63 million. Our long-term care insurance business increased $24 million from guaranty fund assessments in connection with the Penn Treaty liquidation in the current year. Our life insurance business decreased ~~$18~~$19 million primarily from lower operating expenses attributable to the suspension of sales on March 7, 2016. The decrease was also attributable to ~~a $5~~$7 million of restructuring ~~charge~~charges and expenses of $5 million associated with the life block transaction in the ~~first quarter of 2016~~prior year that did not recur. Our fixed annuities business decreased $7$68 million largely attributable to a $55 million payment in connection with the recapture of certain life-contingent products by a third party in the prior year that did not recur and lower operating expenses as a result of the suspension of sales on March 7, ~~2016 and a $4 million restructuring charge in the~~2016. The prior year ~~that did not recur. Our long-term care insurance business increased $17~~included an unfavorable correction of $12 million ~~principally from $21 million of~~related to state guaranty fund assessments in connection with the Penn Treaty liquidation in the current year. This increase was partially offset by a $3 million restructuring charge and a $3 million write-off of a receivable associated with a disputed reinsurance claim in the prior year that did not recur.funds.

Our Australia Mortgage Insurance segment ~~increased $4~~decreased $17 million primarily from ~~higher operating~~a change in the classification of contract fees amortization expense, which we began recording to amortization of DAC and intangibles in the second quarter of 2017, as well as lower employee compensation and benefit expenses ~~related to contract~~and a decrease in professional fees in the current year.

Our ~~Canada Mortgage Insurance~~Runoff segment ~~increased $3~~decreased $7 million ~~mainly~~largely driven by ~~higher stock-based compensation expense~~lower state guaranty fund assessments in the current year.

Amortization of deferred acquisition costs and ~~intangibles.~~intangibles ~~Amortization~~

Our Australia Mortgage Insurance segment increased $20 million as a result of ~~deferred~~a change in the classification of contract fees amortization expense that was previously recorded to acquisition ~~costs~~ and ~~intangibles consists primarily~~operating expenses, net of deferrals, as discussed above, and higher contract fees being amortized in the ~~amortization of acquisition costs that are capitalized, PVFP and capitalized software.~~ current year.

Our U.S. Life Insurance segment decreased $8$10 million. Our life insurance business decreased $4 million largely related to our updated assumptions from the fourth quarter of 2016 and the write-off of $3 million of computer software in connection with a restructuring charge in the prior year that did not recur. Our long-term care insurance business decreased $3$8 million principally from a smallerin-force block in the current year as a result of lower ~~sales.~~

sales. Our life insurance business increased $17 million largely related to a $41 million unfavorable term conversion mortality assumption correction and higher amortization in our term universal life insurance product reflecting previously updated lapse assumptions, partially offset by a net $15 million favorable model refinement and an $11 million refinement related to reinsurance rates in the current year. Our fixed annuities business decreased $19 million predominantly related to thewrite-off of DAC in connection with loss recognition testing in our fixed immediate annuity products of $14 million in the prior year that did not recur.

~~Interest expense.~~ ~~Interest expense represents interest~~

Our Runoff segment decreased $5 million primarily related to our ~~borrowings that are incurred at Genworth Holdings or subsidiaries and our non-recourse funding obligations and interest~~variable annuity products principally from favorable equity market performance in the current year.

Interest expense ~~related to the Tax Matters Agreement and certain reinsurance arrangements being accounted for as deposits.~~

Our U.S. Life Insurance segment decreased ~~$25~~$26 million driven by our life insurance business principally as a result of the life block transaction in the first quarter of 2016 which included the redemption of certainnon-recourse funding obligations and thewrite-off of $9 million of deferred borrowing costs associated with ournon-recourse funding obligations as well as the restructuring of a captive reinsurance entity.

Corporate and Other activities decreased ~~$17~~$26 million largely driven by ~~lower~~a favorable correction of $11 million related to our Tax Matters Agreement liability and a contractual change in our junior subordinated notes related to an interest ~~expense.~~rate change from fixed to floating rates.

Provision for income taxes. The effective tax rate ~~increased~~decreased to ~~34.9%~~34.1% for the ~~three~~nine months ended ~~March 31,~~September 30, 2017 from ~~15.2%~~94.5% for the ~~three~~nine months ended ~~March 31,~~September 30, 2016. The ~~increase in the~~ effective tax rate for the nine months ended September 30, 2017 was ~~primarily attributable to a release of~~impacted by higher tax benefits from lower taxed foreign income. The effective tax rate for the nine months ended September 30, 2016 was impacted by a valuation allowance of $265 million recorded on deferred tax assets related to foreign tax credits that we no longer expect to realize. The effective tax rate for the nine months ended September 30, 2016 was also impacted by the reversal of a ~~specific capital loss~~deferred tax valuation allowance related to our mortgage insurance business in Europe due to taxable gains supporting the recognition of these deferred tax assets in the prior ~~year and true ups related to foreign income taxes in the current~~ year. ~~These increases were partially offset by a decrease in the tax expense related to stock-based compensation and from true ups related to state income taxes in the current year.~~

~~Net income attributable to noncontrolling interests~~~~. Net income attributable to noncontrolling interests represents the portion of equity in a subsidiary attributable to third parties.~~

Use ofnon-GAAP measures

Reconciliation of net income (loss) to adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders

We usenon-GAAP financial measures entitled “adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders” and “adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders per share.” Adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders per share is derived from adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders. Our chief operating decision maker evaluates segment performance and allocates resources on the basis of adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders. We define adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders as income (loss) from continuing operations excluding theafter-tax effects of income attributable to noncontrolling interests, net investment gains (losses), goodwill impairments, gains (losses) on the sale of businesses, gains (losses) on the early extinguishment of debt, gains (losses) on insurance block transactions, restructuring costs and infrequent or unusualnon-operating items. Gains (losses) on insurance block transactions are defined as gains (losses) on the early extinguishment ofnon-recourse funding obligations, early termination fees for other financing restructuring and/or resulting gains (losses) on reinsurance restructuring for certain blocks of business. We exclude net investment gains (losses) and infrequent or unusualnon-operating items because we do not consider them to be related to the operating performance of our segments and Corporate and Other activities. A component of our net investment gains (losses) is the result of impairments, the size and

timing of which can vary significantly depending on market credit cycles. In addition, the size and timing of other investment gains (losses) can be subject to our discretion and are influenced by market opportunities, as well as asset-liability matching considerations. Goodwill impairments, gains (losses) on the sale of businesses, gains (losses) on the early extinguishment of debt, gains (losses) on insurance block transactions and restructuring costs are also excluded from adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders because, in our opinion, they are not indicative of overall operating trends. Infrequent or unusualnon-operating items are also excluded from adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders if, in our opinion, they are not indicative of overall operating trends.

operating income (loss) available to Genworth Financial, Inc.’s common stockholders, including adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders per share on a basic and diluted basis, are appropriate measures that are useful to investors because they identify the income (loss) attributable to the ongoing operations of the business. Management also uses adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders as a basis for determining awards and compensation for senior management and to evaluate performance on a basis comparable to that used by analysts. However, the items excluded from adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders have occurred in the past and could, and in some cases will, recur in the future. Adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders and adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders per share on a basic and diluted basis are not substitutes for net income (loss) available to Genworth Financial, Inc.’s common stockholders or net income (loss) available to Genworth Financial, Inc.’s common stockholders per share on a basic and diluted basis determined in accordance with U.S. GAAP. In addition, our definition of adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders may differ from the definitions used by other companies.

Adjustments to reconcile net income (loss) available to Genworth Financial, Inc.’s common stockholders and adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders assume a 35% tax rate (unless otherwise indicated) and are net of the portion attributable to noncontrolling interests. Net investment gains (losses) are also adjusted for DAC and other intangible amortization and certain benefit reserves.

The following table includes a reconciliation of net income (loss) available to Genworth Financial, Inc.’s common stockholders to adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders for the periods indicated:

   Three months ended
March 31,
(Amounts in millions)
   2017    2016
Net income available to Genworth Financial, Inc.'s common stockholders
   $ 155    $ 53
Add: net income attributable to noncontrolling interests
   61    55




Net income
   216    108
Loss from discontinued operations, net of taxes
   —      (19 )




Income from continuing operations
   216    127
Less: net income attributable to noncontrolling interests
   61    55




Income from continuing operations available to Genworth Financial, Inc.'s common stockholders
   155    72
Adjustments to income from continuing operations available to Genworth Financial, Inc.'s common stockholders:

Net investment (gains) losses, net⁽¹⁾
   (20 )    19
(Gains) losses from sale of businesses
   —      7
(Gains) losses on early extinguishment of debt
   —      16
Losses from life block transactions
   —      9
Expenses related to restructuring
   1    15
Fees associated with bond solicitation
   —      18
Taxes on adjustments
   7    (53 )




Adjusted operating income available to Genworth Financial, Inc.'s common stockholders
   $ 143    $ 103


	Three months ended September 30,						Nine months ended September 30,
(Amounts in millions)	2017			2016			2017			2016
Net income (loss) available to Genworth Financial, Inc.’scommon stockholders	$	107		$	(380	)	$	464		$	(155	)
Add: net income attributable to noncontrolling interests		68			48			198			151

Net income (loss)		175			(332	)		662			(4	)
Income (loss) from discontinued operations, net of taxes		(9	)		15			(9	)		(25	)

Income (loss) from continuing operations		184			(347	)		671			21
Less: income from continuing operations attributable to noncontrollinginterests		68			48			198			151

Income (loss) from continuing operations available to GenworthFinancial, Inc.’s common stockholders		116			(395	)		473			(130	)
Adjustments to income (loss) from continuing operations available toGenworth Financial, Inc.’s common stockholders:
Net investment (gains) losses, net⁽¹⁾		(62	)		(18	)		(161	)		(38	)
(Gains) losses on sale of businesses		—			—			—			(3	)
(Gains) losses on early extinguishment of debt, net		—			—			—			(48	)
Losses from life block transactions		—			—			—			9
Expenses related to restructuring		1			2			2			22
Fees associated with bond consent solicitation		—			—			—			18
Taxes on adjustments		21			6			56			(9	)

Adjusted operating income (loss) available to Genworth Financial, Inc.’scommon stockholders	$	76		$	(405	)	$	370		$	(179	)

⁽¹⁾

There were no infrequent or unusual items excluded from adjusted operating income (loss) during the periods presented other than the following item. We incurred fees during the first quarter of 2016 related to Genworth Holdings’ bond consent solicitation of $18 million for broker, advisor and investment banking fees.

Earnings (loss) per share


	Three months ended March 31,				Three months ended September 30,					Nine months ended September 30,
(Amounts in millions, except per share amounts)	2017		2016		2017		2016			2017		2016
Income from continuing operations available to Genworth Financial, Inc.’s common stockholders per share:
Income (loss) from continuing operations available to GenworthFinancial, Inc.’s common stockholders per share:
Basic	$	0.31	$	0.14	$	0.23	$	(0.79	)	$	0.95	$	(0.26	)

Diluted	$	0.31	$	0.14	$	0.23	$	(0.79	)	$	0.94	$	(0.26	)

Net income available to Genworth Financial, Inc.'s common stockholders per share:
Net income (loss) available to Genworth Financial, Inc.’s commonstockholders per share:
Basic	$	0.31	$	0.11	$	0.21	$	(0.76	)	$	0.93	$	(0.31	)

Diluted	$	0.31	$	0.11	$	0.21	$	(0.76	)	$	0.93	$	(0.31	)

Adjusted operating income available to Genworth Financial, Inc.’s common stockholders per share:
Adjusted operating income (loss) available to Genworth Financial,Inc.’s common stockholders per share:
Basic	$	0.29	$	0.21	$	0.15	$	(0.81	)	$	0.74	$	(0.36	)

Diluted	$	0.29	$	0.21	$	0.15	$	(0.81	)	$	0.74	$	(0.36	)

Weighted-average common shares outstanding:
Basic		498.6		498.0		499.1		498.3			498.9		498.3

Diluted		501.0		499.4
Diluted⁽¹⁾						501.6		498.3			501.2		498.3

⁽¹⁾

Under applicable accounting guidance, companies in a loss position are required to use basicweighted-average common shares outstanding in the calculation of diluted loss per share. Therefore, as a result of our loss from continuing operations available to Genworth Financial, Inc.’s common stockholders for the three and nine months ended September 30, 2016, we were required to use basic weighted-average common shares outstanding in the calculation of diluted loss per share, as the inclusion of shares for stock options, restricted stock units and stock appreciation rights of 2.2 million and 1.8 million, respectively, would have been antidilutive to the calculation. If we had not incurred a loss from continuing operations available to Genworth Financial, Inc.’s common stockholders for the three and nine months ended September 30, 2016, dilutive potential weighted-average common shares outstanding would have been 500.5 million and 500.1 million, respectively.

Diluted weighted-average common shares outstanding reflect the effects of potentially dilutive securities including stock options, restricted stock units and other equity-based compensation.

Results of Operations and Selected Financial and Operating Performance Measures by Segment

Our chief operating decision maker evaluates segment performance and allocates resources on the basis of adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders. See note 910 in our unaudited condensed consolidated financial statements under “Item 1—Financial Statements” for a reconciliation of net income (loss) available to Genworth Financial, Inc.’s common stockholders to adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders of our segments and Corporate and Other activities.

We allocate our consolidated provision for income taxes to our operating segments. Our allocation methodology applies a specific tax rate to thepre-tax income (loss) of each segment, which is then adjusted in each segment to reflect the tax attributes of items unique to that segment such as foreign income. The difference between the consolidated provision for income taxes and the sum of the provision for income taxes in each segment is reflected in Corporate and Other activities. The annually-determined tax rates and adjustments to each segment’s provision for income taxes are estimates which are subject to review and could change from year to year. The effective tax rates disclosed herein are calculated using whole dollars. As a result, the percentages shown may differ from an effective tax rate calculated using rounded numbers.

Management’s discussion and analysis by segment contains selected operating performance measures including “sales” and “insurancein-force” or “riskin-force” which are commonly used in the insurance industry as measures of operating performance.

Management regularly monitors and reports sales metrics as a measure of volume of new and renewal business generated in a period. Sales refer to: (1) new insurance written for mortgage insurance; (2) annualized first-year premiums for long-term care and term life insurance products; (3) annualized first-year deposits plus 5% of excess deposits for universal and term universal life insurance products; (4) 10% of premium deposits for linked-benefits products; and (5) new and additional premiums/deposits for fixed annuities. Sales do not include renewal premiums on policies or contracts written during prior periods. We consider new insurance written, annualized first-year premiums/deposits, premium equivalents and new premiums/deposits to be a measure of our operating performance because they represent a measure of new sales of insurance policies or contracts during a specified period, rather than a measure of our revenues or profitability during that period.

Management regularly monitors and reports insurancein-force and riskin-force. Insurancein-force for our mortgage insurance businesses is a measure of the aggregate original loan balance for outstanding insurance policies as of the respective reporting date. Riskin-force for our U.S. mortgage insurance business is based on the coverage percentage applied to the estimated current outstanding loan balance. For riskin-force in our mortgage insurance businesses in Canada and Australia, we have computed an “effective” riskin-force amount, which recognizes that the loss on any particular loan will be reduced by the net proceeds received upon sale of the property. Effective riskin-force has been calculated by applying to insurancein-force a factor of 35% that represents the highest expected averageper-claim payment for any one underwriting year over the life of our mortgage insurance businesses in Canada and Australia. In Australia, we have certain risk share arrangements where we providepro-rata coverage of certain loans rather than 100% coverage. As a result, for loans with these risk share arrangements, the applicablepro-rata coverage amount provided is used when applying the factor. We consider insurancein-force and riskin-force to be measures of our operating performance because they represent measures of the size of our business at a specific date which will generate revenues and profits in a future period, rather than measures of our revenues or profitability during that period.

Management also regularly monitors and reports a loss ratio for our businesses. For our mortgage insurance businesses, the loss ratio is the ratio of incurred losses and loss adjustment expenses to net earned premiums. For

our long-term care insurance business, the loss ratio is the ratio of benefits and other changes in reserves less tabular interest on reserves less loss adjustment expenses to net earned premiums. We consider the loss ratio to be a measure of underwriting performance in these businesses and help to enhance the understanding of the operating performance of our businesses.

An assumed tax rate of 35% is utilized in certain adjustments to adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders and in the explanation of specific variances of operating performance.

These operating performance measures enable us to compare our operating performance across periods without regard to revenues or profitability related to policies or contracts sold in prior periods or from investments or other sources.

U.S. Mortgage Insurance segment

Trends and conditions

Results of our U.S. mortgage insurance business are affected primarily by the following factors: competitor actions; unemployment or underemployment levels; other economic and housing market trends, including interest rates, home prices, and mortgage origination volume mix and practices; the levels and aging of mortgage delinquencies; the effect of seasonal variations; the inventory of unsold homes; loan modification and other servicing efforts; and ~~any future~~ litigation, among other items. Our results are subject to the performance of the U.S. housing market and the extent of the adverse impact of seasonality that we experience historically in the second half of the year.

The level of private mortgage insurance market penetration and eventual market size is affected in part by actions taken by the GSEs and the U.S. government, including the Federal Housing Administration (“FHA”), the Federal Housing Finance Agency, and the U.S. Congress, which impact housing or housing finance policy. In the past, these actions have included announced changes, or potential changes, to underwriting standards, FHA pricing, GSE guaranty fees and loan limits as well aslow-down-payment programs available through the FHA or GSEs.

Mortgage origination volume decreased during the ~~first~~third quarter of 2017 compared to the ~~first~~third quarter of 2016, primarily due to declines in refinance mortgage originations. The decline in refinance mortgage originations was driven by increases in interest rates. Our flow persistency was 83% during the ~~first~~third quarter of 2017 compared to ~~82%~~77% in the ~~first~~third quarter of 2016, in part due to the increase in interest rates. Our U.S. mortgage insurance estimated market share for ~~first~~the third quarter of 2017 decreased compared to the ~~fourth quarter of 2016 and the first~~third quarter of 2016. This decrease in market share was primarily due to ~~the reduction in the concentration of our single premium lender paid business as we continue to selectively participate in that market and to a lesser extent,~~ competitor pricing, the negative ratings differential relative to our competitors, ~~and~~ concerns expressed about Genworth’s financial ~~condition.~~condition and the proposed transaction with China Oceanwide. The decline was partially offset by business gains from the addition of new customers as well as growth within our existing customer base driven, in part, by competitive pricing and differentiated service levels.

New insurance written ~~increased 3%~~decreased 12% during the ~~first~~third quarter of 2017 compared to ~~first~~the third quarter of 2016 due to a ~~larger purchase originations markets as well as increased mortgage insurance penetration.~~decline in our estimated market share. We continue to manage the quality of new business through our underwriting guidelines, which we modify from time to time when circumstances warrant. In the ~~first~~third quarter of 2017, we experienced an increase in the percentage of 97%loan-to-value new insurance written, compared to the third quarter of 2016, as the result of GSE changes in underwriting guidelines for purchase transactions. The percentage of single premium new insurance written ~~decreased~~increased in the ~~first~~third quarter of 2017 compared to the ~~first~~third quarter of 2016 and the second quarter of 2017, reflecting our selective participation in this ~~market as well as~~market. There was also a ~~lower~~higher refinance originations ~~market.~~market compared to the second quarter of 2017. Future volumes of these products will vary depending in part on our evaluation of their risk return profile.

Our loss ratio was ~~17%~~20% during the ~~first~~third quarter of 2017 compared to ~~24% for~~21% during the ~~first~~third quarter of 2016. ~~The decline in~~In the third quarter of 2016, we made a favorable adjustment of $10 million to our loss reserves. This adjustment favorably impacted the loss ratio ~~was primarily attributable~~during the third quarter of 2016 by six points. Additionally, the 2017 loss ratio declined due to ~~the decline in new delinquencies and~~ improvements in the net benefit from cures and aging of existing ~~delinquencies.~~delinquencies and an increase in earned premiums. New delinquencies decreased during the ~~first~~third quarter of

2017 compared to the ~~first~~third quarter of 2016 due to improvements in unemployment rates and housing values and the declining volume of new delinquencies from our 2005 through 2008 book years. However, the majority of our new delinquencies in the first quarter of 2017 continued to come from our 2005 through 2008 book years, which were negatively impacted by economic and housing market trends. Foreclosure starts ~~and the number of paid claims~~ decreased during the ~~first~~third quarter of 2017 as compared to the ~~first~~third quarter of 2016. Additionally, we have seen a reduction in loans that have been subject to a modification or workout. We expect our level of loan modifications to continue to decline going forward in line with the expected reduction in delinquent loans and the continuing aging of delinquencies. As of September 30, 2017, we have not experienced any material impact from the recent hurricanes affecting the South Central and Southeast regions of the United States. We will continue to monitor these affected areas and support the measures enacted by the GSEs restricting foreclosure actions and providing other forms of mortgage relief for those dealing with damage in the affected areas.

As of ~~March 31,~~September 30, 2017, ~~Genworth Mortgage Insurance Corporation’s (“GMICO”)~~ GMICO’srisk-to-capital ratio under the current regulatory framework as established under North Carolina law and enforced by the North Carolina Department of Insurance (“NCDOI”), GMICO’s domestic insurance regulator, was approximately ~~13.7:~~12.9:1, compared with arisk-to-capital ratio of approximately 13.1:1 as of June 30, 2017 and approximately 14.5:1 as of December 31, 2016. Thisrisk-to-capital ratio remains below the NCDOI’s maximumrisk-to-capital ratio of 25:1. GMICO’s ongoingrisk-to-capital ratio will depend principally on the magnitude of future losses incurred by GMICO, the effectiveness of ongoing loss mitigation activities, new business volume and profitability, the amount of policy lapses, changes in the value of affiliated assets and the amount of additional capital that is generated within the business or capital support (if any) that we provide.

Effective December 31, 2015, each GSE adopted revised PMIERs, which set forth operational and financial requirements that mortgage insurers must meet in order to remain eligible. Each approved mortgage insurer is required to provide the GSEs with an annual certification and a quarterly report as to its compliance with PMIERs. As of ~~March 31,~~September 30, 2017, we estimate our U.S. mortgage insurance business had available assets of approximately ~~118%~~122% of the required assets under PMIERs compared to approximately 122% as of June 30, 2017 and 115% as of December 31, 2016. As of ~~March 31,~~September 30, 2017, June 30, 2017, and December 31, 2016, the PMIERs sufficiency ratios were in excess of ~~$400~~$500 million, $500 million and $350 million, respectively, of available assets above the PMIERs requirements. The increase during the ~~first~~third quarter of 2017 as compared to December 31, 2016 was driven, in part, by ~~a higher valuation and the impact of foreign exchange of our U.S. mortgage insurance business’ holdings in Genworth MI Canada, Inc. (“Genworth Canada”),~~ positive operating cash flows and the reduction in delinquent loans. This increase was partially offset by growth in new insurance written. The reinsurance transactions covering our 2014 through 2017 book years provided an aggregate of approximately ~~$520~~$510 million of PMIERs capital credit as of ~~March 31,~~September 30, 2017. Previously, the GSEs informed us that they expect to review and revise the existing PMIERs financial requirements for all eligible insurers. The ~~reinsurance transaction covering our 2009 through 2013 book years shortened under~~GSEs do not anticipate any new PMIERs financial requirements becoming effective before the ~~contract as a result~~fourth quarter of 2018. In addition, the GSEs have stated they plan to solicit feedback from eligible insurers on proposed PMIERs revisions and provide at least 180 days written notice prior to the effective date of the reinsurers’ limit declining to zero during the first quarter of 2017. The value of Genworth Canada could be impacted going forward by the proposed regulatory changes discussed in more detail in “—Canada Mortgage Insurance segment—Trends and conditions.”new requirements.

As of ~~March 31,~~September 30, 2017, loans modified through the Home Affordable Refinance Program (“HARP”) accounted for approximately ~~$14.4~~$13.2 billion of insurancein-force, with approximately ~~$13.6~~$12.5 billion of those loans from our 2005 through 2008 book years. The volume of new HARP modifications continues to decrease as the number of loans that would benefit from a HARP modification decreases. Loans modified through HARP have extended amortization periods and reduced interest rates, which reduce borrower’s monthly payments. Over time, we expect these modified loans to result in extended premium streams and a lower incidence of default. ~~The~~On August 17, 2017, the U.S. government ~~has~~ extended HARP through ~~September 30, 2017.~~December 31, 2018. For financial reporting purposes, we report HARP modified loans as a modification of the coverage on existing insurancein-force rather than new insurance written.

Segment results of operations

Three Months Ended ~~March 31,~~September 30, 2017 Compared to Three Months Ended ~~March 31,~~September 30, 2016

The following table sets forth the results of operations relating to our U.S. Mortgage Insurance segment for the periods indicated:


	Three months ended March 31,					Increase (decrease) and percentage change					Three months ended September 30,				Increase (decrease) and percentage change
(Amounts in millions)	2017		2016			2017 vs. 2016					2017		2016		2017 vs. 2016
Revenues:
Premiums	$	169	$	160		$	9		6	%	$	175	$	169	$	6		4	%
Net investment income		17		15			2		13	%		18		16		2		13	%
Net investment gains (losses)		—		(1	)		1		100	%		—		—		—		—	%
Policy fees and other income		1		1			—		—	%		1		1		—		—	%


Total revenues		187		175			12		7	%		194		186		8		4	%


Benefits and expenses:
Benefits and other changes in policy reserves		29		38			(9	)	(24	)%		35		36		(1	)	(3	)%
Acquisition and operating expenses, net of deferrals		40		39			1		3	%		43		45		(2	)	(4	)%
Amortization of deferred acquisition costs and intangibles		4		3			1		33	%		3		3		—		—	%


Total benefits and expenses		73		80			(7	)	(9	)%		81		84		(3	)	(4	)%


Income from continuing operations before income taxes		114		95			19		20	%		113		102		11		11	%
Provision for income taxes		41		34			7		21	%		40		36		4		11	%

Income from continuing operations		73		61			12		20	%		73		66		7		11	%
Adjustments to income from continuing operations:
Net investment (gains) losses		—		1			(1	)	(100	)%		—		—		—		—	%
Expenses related to restructuring												—		1		(1	)	(100	)%
Taxes on adjustments		—		(1	)		1		100	%		—		—		—		—	%

Adjusted operating income available to Genworth Financial, Inc.’s common stockholders											$	73	$	67	$	6		9	%

Adjusted operating income available to Genworth Financial, Inc.'s common stockholders	$	73	$	61		$	12		20	%

Adjusted operating income available to Genworth Financial, Inc.’s common stockholders

Adjusted operating income available to Genworth Financial, Inc.’s common stockholders increased mainly due to higher premiums resulting from higher mortgage insurancein-forcein the current ~~year mainly attributable to higher premiums and lower losses.~~year.

Revenues

Premiums increased mainly attributable to higher average flow insurancein-force, partially offset by lower rates on our mortgage insurance in-force in the current ~~year, partially offset by the reversal of an accrual for premium refunds related to policy cancellations~~year.

Net investment income increased primarily from higher average invested assets in the ~~prior~~current year.

Benefits and expenses

Benefits and other changes in policy reserves decreased primarily due to lower new delinquencies and favorable net cures and aging of existing delinquencies, mostly offset by a favorable adjustment of $10 million to our loss reserves associated with lower expected claim rates on early stage delinquencies, partially offset by higher claim severity on late stage delinquencies in the prior year that did not recur.

Acquisition and operating expenses, net of ~~cures~~deferrals, decreased primarily from lower operating costs in the current year.

Provision for income taxes. The effective tax rate increased slightly to 35.9% for the three months ended ~~March 31,~~September 30, 2017 from 35.8% for the three months ended ~~March 31,~~September 30, 2016.

The increase in the effective tax rate was primarily attributable to decreased tax benefits related to tax favored investments in relation topre-tax income, partially offset by state taxes.

Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016

The following table sets forth the results of operations relating to our U.S. Mortgage Insurance segment for the periods indicated:


	Nine months ended September 30,					Increase (decrease) and percentage change
(Amounts in millions)	2017		2016			2017 vs. 2016
Revenues:
Premiums	$	514	$	489		$	25		5	%
Net investment income		53		46			7		15	%
Net investment gains (losses)		—		(1	)		1		(100	)%
Policy fees and other income		3		3			—		—	%

Total revenues		570		537			33		6	%

Benefits and expenses:
Benefits and other changes in policy reserves		67		112			(45	)	(40	)%
Acquisition and operating expenses, net of deferrals		124		125			(1	)	(1	)%
Amortization of deferred acquisition costs and intangibles		10		8			2		25	%

Total benefits and expenses		201		245			(44	)	(18	)%

Income from continuing operations before income taxes		369		292			77		26	%
Provision for income taxes		132		104			28		27	%

Income from continuing operations		237		188			49		26	%
Adjustments to income from continuing operations:
Net investment (gains) losses		—		1			(1	)	(100	)%
Expenses related to restructuring		—		1			(1	)	(100	)%
Taxes on adjustments		—		(1	)		1		100	%

Adjusted operating income available to Genworth Financial, Inc.’s common stockholders	$	237	$	189		$	48		25	%

Adjusted operating income available to Genworth Financial, Inc.’s common stockholders

Adjusted operating income available to Genworth Financial, Inc.’s common stockholders increased mainly attributable to higher premiums resulting from an increase in mortgage insurance in-force in the current year. The increase was also attributable to lower losses from favorable net cures and aging of existing delinquencies in the current year.

Revenues

Premiums increased mainly attributable to higher average flow insurance in-force, partially offset by lower rates on our mortgage insurance in-force in the current year. The prior year included the reversal of an accrual for premium refunds related to policy cancellations that did not recur.

Net investment income increased primarily from higher average invested assets in the current year.

Benefits and expenses

Benefits and other changes in policy reserves decreased primarily due to favorable net cures and aging of existing delinquencies, lower new delinquencies and from a $5 million higher favorable reserve adjustment in the current year.

Provision for income taxes. The effective tax rate increased slightly to 35.9% for the nine months ended September 30, 2017 from 35.8% for the nine months ended September 30, 2016. The increase in the effective tax rate was primarily attributable to decreased tax benefits related to tax favored investments in relation topre-tax income, partially offset by state taxes.

U.S. Mortgage Insurance selected operating performance measures

The following ~~table sets~~tables set forth selected operating performance measures regarding our U.S. Mortgage Insurance segment as of or for the dates indicated:

   As of or for the three
months ended
March 31,    Increase
(decrease) and
percentage
change
(Amounts in millions)
   2017    2016    2017 vs. 2016
Primary insurance in-force
   $ 139,300    $ 124,100    $ 15,200    12 %
Risk in-force
   33,700    31,600    2,100    7 %
New insurance written
   7,600    7,400    200    3 %
Net premiums written
   175    176    (1 )    (1 )%


	As of September 30,				Increase (decrease) and percentage change
(Amounts in millions)	2017		2016		2017 vs. 2016
Primary insurancein-force⁽¹⁾	$	148,000	$	133,700	$	14,300	11	%
Riskin-force		35,900		32,500		3,400	10	%

⁽¹⁾

Primary insurancein-force represents the aggregate original loan balance for outstanding insurance policies and is used to determine premiums. Original loan balances are presented for policies with level renewal premiums. Amortized loan balances are presented for policies with annual, amortizing renewal premiums.


	Three months ended September 30,				Increase (decrease) and percentage change					Nine months ended September 30,				Increase (decrease) and percentage change
(Amounts in millions)	2017		2016		2017 vs. 2016					2017		2016		2017 vs. 2016
New insurance written	$	11,300	$	12,800	$	(1,500	)	(12	)%	$	28,700	$	31,600	$	(2,900	)	(9	)%
Net premiums written		200		193		7		4	%		561		559		2		—	%

Primary insurancein-force and riskin-force

Primary insurancein-force increased largely ~~as a result of $15.7~~from $14.8 billion in higher flow insurancein-force, which increased from ~~$121.7~~$131.6 billion as of ~~March 31,~~September 30, 2016 to ~~$137.4~~$146.4 billion as of ~~March 31,~~September 30, 2017 as a result of new insurance written, partially offset by lapses during the ~~previous 12 months, net of policy cancellations and lapses.~~current year. The increase in flow insurancein-force was partially offset by a decline of $0.5 billion in bulk insurancein-force, which decreased from ~~$2.4~~$2.1 billion as of ~~March 31,~~September 30, 2016 to ~~$1.9~~$1.6 billion as of ~~March 31,~~September 30, 2017 from cancellations and lapses. In addition, riskin-force increased primarily as a result of higher flow ~~new~~ insurance ~~written.~~in-force. Flow persistency was 83% and ~~82%~~78% for the ~~three~~nine months ended ~~March 31,~~September 30, 2017 and 2016, respectively.

New insurance written

~~New~~For the three and nine months ended September 30, 2017, new insurance written ~~increased in the current year primarily driven by~~decreased due to a ~~larger purchase originations market, partially offset by a decrease~~decline in our estimated market ~~value. We also had a lower concentration of single premium lender paid business reflecting our decision to selectively participate in the market.~~share.

Net premiums written

Net premiums written ~~decreased marginally attributable to~~for the ~~reversal of an accrual for premium refunds related to policy cancellations in the prior year, partially offset by~~three months ended September 30, 2017 increased primarily from higher average flow ~~mortgage~~ insurancein-force in the current year.

Loss and expense ratios

The following table sets forth the loss and expense ratios for our U.S. Mortgage Insurance segment for the dates indicated:


	Three months ended March 31,						Increase (decrease)			Three months ended September 30,						Increase (decrease)			Nine months ended September 30,						Increase (decrease)
	2017			2016			2017 vs. 2016			2017			2016			2017 vs. 2016			2017			2016			2017 vs. 2016
Loss ratio		17	%		24	%		(7	)%		20	%		21	%		(1	)%		13	%		23	%		(10	)%
Expense ratio (net earned premiums)		26	%		26	%		—	%		26	%		28	%		(2	)%		26	%		27	%		(1	)%
Expense ratio (net premiums written)		25	%		24	%		1	%		23	%		24	%		(1	)%		24	%		24	%		—	%

The loss ratio is the ratio of incurred losses and loss adjustment expenses to net earned premiums. The expense ratio (net earned premiums) is the ratio of general expenses to net earned premiums. The expense ratio (net premiums written) is the ratio of general expenses to net premiums written. In our business, general expenses consist of acquisition and operating expenses, net of deferrals, and amortization of ~~deferred acquisition costs~~DAC and intangibles.

The loss ratio for the three and nine months ended September 30, 2017 decreased ~~primarily~~ from ~~a decline in new delinquencies,~~ improvements in ~~the~~ net benefit from cures and aging of existing delinquencies and ~~from~~lower new delinquencies in the current year. The decrease in the loss ratio was also driven by higher net earned premiums attributable to higher average flow ~~mortgage~~ insurancein-force in the current year. The decrease in the loss ratio for the three months ended September 30, 2017 was mostly offset by a prior year favorable adjustment of $10 million to our loss reserves associated with lower expected claim rates on early stage delinquencies, partially offset by higher claim severity on late stage delinquencies that did not recur. The decrease in the loss ratio for the nine months ended September 30, 2017 was also attributable to a $5 million higher favorable reserve adjustment in the current year, partially offset by the reversal of an accrual for premium refunds related to policy cancellations in the prior year.

The expense ratio (net ~~premiums written) increased~~earned premiums) for the three and nine months ended September 30, 2017 decreased slightly ~~from higher production costs, mostly offset~~driven by higher net earned premiums in the current year.

The expense ratio (net premiums written) for the three months ended September 30, 2017 decreased slightly from higher net premiums written and lower amortization and production costs in the in the current year.

Delinquent loans

The following table sets forth the number of loans insured, the number of delinquent loans and the delinquency rate for our U.S. mortgage insurance portfolio as of the dates indicated:


	March 31, 2017			December 31, 2016			March 31, 2016			September 30, 2017			December 31, 2016			September 30, 2016
Primary insurance:
Insured loans in-force		703,214			699,841			655,300			730,174			699,841			686,789
Delinquent loans		23,019			25,709			27,602			20,508			25,709			25,803
Percentage of delinquent loans (delinquency rate)		3.27	%		3.67	%		4.21	%		2.81	%		3.67	%		3.76	%

Flow loan in-force		683,532			678,168			632,010			712,848			678,168			665,821
Flow delinquent loans		22,036			24,631			26,491			19,765			24,631			24,720
Percentage of flow delinquent loans (delinquency rate)		3.22	%		3.63	%		4.19	%		2.77	%		3.63	%		3.71	%

Bulk loans in-force		19,682			21,673			23,290			17,326			21,673			20,968
Bulk delinquent loans⁽¹⁾		983			1,078			1,111			743			1,078			1,083
Percentage of bulk delinquent loans (delinquency rate)		4.99	%		4.97	%		4.77	%		4.29	%		4.97	%		5.17	%

A minus and sub-prime loans in-force		22,056			23,063			26,995			19,828			23,063			24,281
A minus and sub-prime loans delinquent loans		4,572			5,252			5,546
A minus andsub-prime delinquent loans											4,080			5,252			5,306
Percentage of A minus and sub-prime delinquent loans (delinquency rate)		20.73	%		22.77	%		20.54	%		20.58	%		22.77	%		21.85	%

Pool insurance:
Insured loans in-force		5,586			5,742			6,406			5,145			5,742			5,896
Delinquent loans		276			325			369			252			325			343
Percentage of delinquent loans (delinquency rate)		4.94	%		5.66	%		5.76	%		4.90	%		5.66	%		5.82	%

⁽¹⁾

Included loans where we were in a secondary loss position for which no reserve was established due to an existing deductible. Excluding these loans, bulk delinquent loans were ~~695~~631 as of ~~March 31,~~September 30, 2017, 756 as of December 31, 2016 and ~~776~~778 as of ~~March 31,~~September 30, 2016.

Delinquency and foreclosure levels that developed principally in our 2005 through 2008 book years have declined as the United States has continued to experience improvement in its residential real estate market. We have also ~~have~~ seen a further decline in new delinquencies and lower foreclosure starts in the ~~first~~third quarter of 2017 compared to the ~~first~~third quarter of 2016.

The following tables set forth flow delinquencies, direct case reserves and riskin-force by aged missed payment status in our U.S. mortgage insurance portfolio as of the dates indicated:


	March 31, 2017									September 30, 2017
(Dollar amounts in millions)	Delinquencies		Direct case reserves⁽¹⁾		Risk in-force		Reserves as % of risk in-force			Delinquencies		Direct casereserves⁽¹⁾		Risk in-force		Reserves as % of risk in-force
Payments in default:
3 payments or less		7,809	$	43	$	330		13	%		8,268	$	40	$	350		11	%
4 - 11 payments		6,164		144		263		55	%		5,273		116		228		51	%
12 payments or more		8,063		343		394		87	%		6,224		256		306		84	%

Total		22,036	$	530	$	987		54	%		19,765	$	412	$	884		47	%

⁽¹⁾	Direct flow case reserves exclude loss adjustment expenses, incurred but not reported and reinsurance reserves.

   December 31, 2016
(Dollar amounts in millions)
   Delinquencies    Direct case
reserves⁽¹⁾    Risk
in-force    Reserves as %
of risk in-force
Payments in default:

3 payments or less
   9,355    $ 49    $ 382    13 %
4 - 11 payments
   6,364    147    268    55 %
12 payments or more
   8,912    383    434    88 %







Total
   24,631    $ 579    $ 1,084    53 %


	December 31, 2016
(Dollar amounts in millions)	Delinquencies		Direct casereserves⁽¹⁾		Risk in-force		Reserves as % of risk in-force
Payments in default:
3 payments or less		9,355	$	49	$	382		13	%
4 - 11 payments		6,364		147		268		55	%
12 payments or more		8,912		383		434		88	%

Total		24,631	$	579	$	1,084		53	%

⁽¹⁾	Direct flow case reserves exclude loss adjustment expenses, incurred but not reported and reinsurance reserves.

Primary insurance delinquency rates differ from region to region in the United States at any one time depending upon economic conditions and cyclical growth patterns. The tables below set forth our primary delinquency rates for the various regions of the United States and the 10 largest states by our riskin-force as of the dates indicated. Delinquency rates are shown by region based upon the location of the underlying property, rather than the location of the lender.


	Percent of primary risk in-force as of March 31, 2017			Percent of total reserves as of March 31, 2017 ⁽¹⁾				Delinquency rate									Percent of primary riskin-force as of September 30, 2017				Percent of total reserves as ofSeptember 30, 2017 ⁽¹⁾				Delinquency rate
							March 31, 2017				December 31, 2016			March 31, 2016						September 30, 2017						December 31, 2016			September 30, 2016
By Region:
Southeast⁽²⁾		19	%		21	%			3.82	%		4.28	%		5.00	%		18	%				21	%			3.28	%		4.28	%		4.44	%
South Central⁽³⁾		15			9				2.85	%		3.20	%		3.35	%		15				10				2.63	%		3.20	%		3.12	%
Pacific⁽⁴⁾		14			8				1.74	%		2.02	%		2.54	%		15				8				1.52	%		2.02	%		2.08	%
Northeast⁽⁵⁾		13			34				6.02	%		6.72	%		7.92	%		13				33				4.94	%		6.72	%		6.96	%
North Central⁽⁶⁾		12			9				2.69	%		3.00	%		3.30	%		12				9				2.30	%		3.00	%		2.97	%
Great Lakes⁽⁷⁾		11			6				2.38	%		2.70	%		2.95	%		11				6				2.11	%		2.70	%		2.78	%
New England⁽⁸⁾		6			6				3.41	%		3.62	%		4.20	%		6				6				2.83	%		3.62	%		3.70	%
Mid-Atlantic⁽⁹⁾		6			5				3.48	%		3.80	%		4.38	%		6				5				2.92	%		3.80	%		3.84	%
Plains⁽¹⁰⁾		4			2				2.47	%		2.94	%		3.20	%		4				2				2.27	%		2.94	%		3.09	%

Total		100	%		100	%			3.27	%		3.67	%		4.21	%		100	%			100	%			2.81	%		3.67	%		3.76	%

⁽¹⁾	Total reserves were ~~$583~~$460 million as of ~~March 31,~~September 30, 2017.

⁽²⁾	Alabama, Arkansas, Florida, Georgia, Mississippi, North Carolina, South Carolina and Tennessee.

⁽³⁾	Arizona, Colorado, Louisiana, New Mexico, Oklahoma, Texas and Utah.

⁽⁴⁾	Alaska, California, Hawaii, Nevada, Oregon and Washington.

⁽⁵⁾	New Jersey, New York and Pennsylvania.

⁽⁶⁾	Illinois, Minnesota, Missouri and Wisconsin.

⁽⁷⁾	Indiana, Kentucky, Michigan and Ohio.

⁽⁸⁾	Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island and Vermont.

⁽⁹⁾	Delaware, Maryland, Virginia, Washington D.C. and West Virginia.

⁽¹⁰⁾	Idaho, Iowa, Kansas, Montana, Nebraska, North Dakota, South Dakota and Wyoming.

   Percent of primary
risk in-force as of
March 31, 2017 Percent of total
reserves as of
March 31, 2017 ⁽¹⁾ Delinquency rate
   March 31,
2017 December 31,
2016 March 31,
2016
By State:

California
   8 % 3 % 1.40 % 1.56 % 1.91 %
Texas
   7 % 3 % 2.94 % 3.33 % 3.30 %
Florida
   6 % 12 % 4.41 % 4.89 % 6.54 %
New York
   6 % 17 % 6.26 % 6.88 % 8.21 %
Illinois
   6 % 5 % 3.11 % 3.45 % 3.98 %
Pennsylvania
   4 % 4 % 4.09 % 4.70 % 5.30 %
Michigan
   4 % 1 % 1.62 % 1.79 % 2.08 %
Washington
   4 % 2 % 1.52 % 1.79 % 2.44 %
Ohio
   4 % 2 % 2.85 % 3.30 % 3.52 %
North Carolina
   4 % 2 % 3.16 % 3.65 % 4.24 %


	Percent of primary riskin-force as of September 30, 2017			Percent of total reserves as of September 30, 2017 ⁽¹⁾			Delinquency rate
	Percent of primary riskin-force as of September 30, 2017			Percent of total reserves as of September 30, 2017 ⁽¹⁾			September 30, 2017			December 31, 2016			September 30, 2016
By State:
California		8	%		3	%		1.35	%		1.56	%		1.59	%
Texas		7	%		4	%		2.94	%		3.33	%		3.33	%
Florida		6	%		11	%		3.54	%		4.89	%		5.33	%
New York		6	%		17	%		5.09	%		6.88	%		7.12	%
Illinois		6	%		6	%		2.70	%		3.45	%		3.42	%
Washington		4	%		2	%		1.20	%		1.79	%		1.86	%
Pennsylvania		4	%		4	%		3.59	%		4.70	%		4.83	%
Michigan		4	%		1	%		1.47	%		1.79	%		1.91	%
Ohio		4	%		2	%		2.44	%		3.30	%		3.38	%
North Carolina		3	%		2	%		2.80	%		3.65	%		3.79	%

⁽¹⁾	Total reserves were ~~$583~~$460 million as of ~~March 31,~~September 30, 2017.

The following table sets forth the dispersion of our total reserves and primary insurancein-force and riskin-force by year of policy origination and average annual mortgage interest rate as of ~~March 31,~~September 30, 2017:


(Amounts in millions)		Average rate			Percent of total reserves⁽¹⁾			Primary insurance in-force		Percent of total			Primary risk in-force		Percent of total			Average rate			Percent of totalreserves⁽¹⁾			Primary insurance in-force		Percent of total			Primary risk in-force		Percent of total
Policy Year	Policy Year
2004 and prior			6.02	%		10.9	%	$	2,764		2.0	%	$	543		1.6	%		6.01	%		10.3	%	$	2,361		1.6	%	$	463		1.3	%
2005			5.62	%		10.5			2,532		1.8			611		1.8			5.60	%		10.0			2,206		1.5			531		1.5
2006			5.76	%		16.6			4,502		3.2			1,058		3.1			5.73	%		15.6			4,018		2.7			942		2.6
2007			5.68	%		34.7			11,691		8.4			2,710		8.1			5.66	%		33.4			10,423		7.0			2,431		6.8
2008			5.23	%		16.0			9,716		7.0			2,270		6.8			5.20	%		15.9			8,676		5.9			2,017		5.6
2009			4.95	%		0.8			1,066		0.8			229		0.7			4.93	%		0.6			851		0.6			183		0.5
2010			4.68	%		0.7			1,432		1.0			328		1.0			4.68	%		0.5			1,178		0.8			270		0.8
2011			4.53	%		0.7			2,009		1.4			478		1.4			4.54	%		0.7			1,712		1.2			403		1.1
2012			3.84	%		0.8			5,368		3.9			1,322		3.9			3.84	%		0.8			4,544		3.1			1,111		3.1
2013			4.04	%		1.6			9,672		6.9			2,379		7.1			4.05	%		1.7			8,250		5.6			2,041		5.7
2014			4.42	%		2.8			14,287		10.3			3,499		10.4			4.43	%		3.5			12,556		8.5			3,067		8.6
2015			4.11	%		2.8			25,896		18.6			6,358		18.9			4.12	%		4.0			23,726		16.0			5,807		16.2
2016			3.86	%		1.1			40,799		29.3			9,974		29.7			3.86	%		2.7			39,291		26.5			9,545		26.6
2017			4.22	%		—			7,570		5.4			1,854		5.5			4.26	%		0.3			28,197		19.0			7,008		19.6

Total portfolio			4.50	%		100.0	%	$	139,304		100.0	%	$	33,613		100.0	%		4.46	%		100.0	%	$	147,989		100.0	%	$	35,819		100.0	%

⁽¹⁾	Total reserves were ~~$583~~$460 million as of ~~March 31,~~September 30, 2017.

Canada Mortgage Insurance segment

Trends and conditions

Results of our mortgage insurance business in Canada are affected primarily by changes in the regulatory environment, employment levels, consumer borrowing behavior, lender mortgage-related strategies, including lender servicing practices, and other economic and housing market influences, including interest rate trends, home price appreciation or depreciation, mortgage origination volume, levels and aging of mortgage delinquencies and movements in foreign currency exchange rates. During the ~~first~~third quarter of 2017, the Canadian dollar strengthened against the U.S. dollar as compared to both the ~~first and fourth quarters~~third quarter of 2016 and the second quarter of 2017, which ~~favorably~~positively impacted the results of our mortgage insurance business in Canada as reported in U.S. dollars. Any future movement in foreign exchange rates could impact future results.

~~We closely monitor economic conditions due to the impact adverse changes in economic conditions can have on our results.~~

The Canadian gross domestic product is expected to have experienced ~~higher~~moderate growth in the ~~first~~third quarter of 2017, ~~compared to~~although slightly lower than in the ~~fourth~~second quarter of ~~2016,~~2017, reflecting ~~a return of investment growth~~normalization in ~~the~~ oil ~~and gas sector~~production and strong ~~consumer spending.~~

residential investment. The overnight interest rate in Canada ~~remained flat~~was 1.0% at September 30, 2017 as compared to 0.50% inat the ~~first~~end of the second quarter of 2017. Canada’s unemployment rate decreased to ~~6.7%~~6.2% at the end of the ~~first~~third quarter of 2017 compared to ~~6.9%~~6.5% at the end of the ~~fourth~~second quarter of ~~2016~~2017 due in part to ~~job creation outpacing an increase~~a decrease in workforce participation. ~~Home sales in Canada~~

National home prices increased in the ~~first~~third quarter of 2017 by approximately 1%11% compared to the first quarter of 2016 and 4% compared to the fourth quarter of 2016, largely due to strong sales activity in Ontario, partially offset by a decrease in sales activity in British Columbia. The national average home price increased in the first quarter of 2017 by approximately 13% compared to the first quarter of 2016 and 2% compared to the fourththird quarter of 2016 largely driven by a strong housing ~~market~~markets in Ontario ~~primarily~~and British Columbia. The increase was approximately 2% compared to the second quarter of 2017, mostly due to continued strength in the British Columbia market, while Ontario prices remained relatively flat. Home sales in Canada decreased in the third quarter of 2017 by approximately 9% compared to the third quarter of 2016 and 6% compared to the second quarter of 2017. This was largely due to a slowdown in sales in Ontario, particularly in the Greater Toronto Area (“GTA”)~~. In an effort~~ following the release of the Ontario Provincial Government’s Fair Housing Plan in April 2017. The plan was designed to temper the real estate market ~~on April 20, 2017, the Ontario Provincial Government released its Fair Housing Plan that contains~~and contained numerous measures, including anon-resident speculation tax that targets affordability in the purchase and rental housing markets in the GTA and surrounding areas.

Our mortgage insurance business in Canada experienced lower losses in the ~~first~~third quarter of 2017 compared to the ~~first~~third quarter of 2016 primarily due to ~~a decrease in~~lower new delinquencies, net of cures, ~~partially offset by~~resulting from strong or improving regional economic conditions and from a ~~higher~~lower average reserve per delinquency ~~due to a shift~~ in ~~regional outstanding delinquencies towards oil-producing regions that have higher average insured amounts.~~the current year. Our loss ratio in Canada was ~~16%~~14% for the ~~first~~third quarter of 2017 and 11% for the nine months ended September 30, 2017. ~~As a result of~~Given the loss ratio performance thus far in ~~the first quarter of~~ 2017 and the economic forecast for the balance of the year, we expect our full year 2017 loss ratio to be ~~consistent to moderately higher~~lower than our full year 2016 loss ratio of 22%.

On October 3, 2016, the Minister of Finance announced changes intended to reinforce the Canadian housing finance system. These changes primarily included more restrictive qualification guidelines on homebuyers seeking mortgage insurance ~~compared to the prior requirements~~ and new requirements on insured mortgage loans using bulk or other discretionary lowloan-to-value mortgage insurance that previously only applied to highloan-to-value insured mortgages. These changes in regulatory requirements ~~will likely cause~~have resulted in a ~~decrease in~~smaller flow mortgage insurance market and lower demand for ~~both flow and~~ bulk ~~new insurance written going forward.~~insurance.

In the ~~first~~third quarter of 2017, flow new insurance written volumes decreased in our mortgage insurance business in Canada compared to the ~~first~~third quarter of 2016 primarily due to a smaller flow mortgage insurance market size ~~resulting from~~as a result of the aforementioned regulatory changes in the fourth quarter of 2016. However, earned premiums were higher in the ~~first~~third quarter of 2017 compared to the ~~first~~third quarter of 2016 from seasoning of our larger, more recent blocks of business and price increases in recent years.

Bulk new insurance written levels were ~~higher~~lower in the ~~first~~third quarter of 2017 compared to the ~~first~~third quarter of ~~2016.~~2016 primarily due to lower demand as a result of regulatory changes that took effect in 2016 and a substantial increase in bulk insurance premium rates on mortgage applications received after December 31, 2016 in response to higher regulatory capital requirements. New insurance written from bulk mortgage insurance varies from period to period based on a number of factors, including the amount of bulk mortgages lenders seek to insure, the competitiveness of our pricing and our risk appetite for such mortgage insurance. Effective July 1, 2016, bulk mortgage insurance is only available on mortgages used in the Canada Mortgage and Housing Corporation securitization programs and is prohibited on mortgages used in private securitizations after aphase-in period. In addition, effective November 30, 2016, additional regulatory changes were implemented that prohibit insuring bulk refinances and most investor ~~mortgages originated by lenders on or after October 17, 2016.~~mortgages. While ~~we anticipate~~there was a ~~decrease~~one-time increase in bulk insurance volumes ~~for the full year 2017 as a result of these regulatory changes, there was a one-time increase~~ in the first quarter of 2017 primarily due to the closing of several large bulk insurance transactions on applications received in the fourth quarter of ~~2016.~~2016, we anticipate a decrease for the full year 2017 as a result of the aforementioned changes.

We are subject to regulation under the Protection of Residential Mortgage or Hypothecary Insurance Act (Canada) (“PRMHIA”). Under PRMHIA and the Insurance Companies Act (Canada), our mortgage insurance business in Canada is required to meet a minimum capital test (“MCT”) to support its outstanding mortgage insurancein-force. The MCT ratio is calculated based on a methodology prescribed by the Office of the Superintendent of Financial Institutions (“OSFI”). On January 1, 2017, the capital advisory titled “Capital Requirements for Federally Regulated Mortgage Insurers” became effective. The advisory provides a new standard framework for determining the capital requirements for residential mortgage insurance companies. Under this new regulatory capital framework, the holding target of 220% was recalibrated to the updated OSFI Supervisory MCT Target and PRMHIA requirement of 150%. As of ~~March 31,~~September 30, 2017, our MCT ratio under the new framework was approximately ~~162%~~165%, which was above the supervisory target.

The new framework ~~included in the advisory~~ released by OSFI in December 2016 is more risk sensitive and incorporates additional risk attributes, including credit score, remaining amortization and outstanding loan balance. The advisory includes supplementary capital requirements on new business in areas where home prices are high relative to borrower incomes upon origination. As a result of these higher regulatory capital requirements, our mortgage insurance business in Canada ~~recently announced~~implemented an increase in premium rates of approximately 20% on flow new business effective March 17, 2017. Similarly, the business ~~has~~ also increased its premium rates for bulk insurance.

On October 17, 2017, OSFI released the final version of GuidelineB-20 “Residential Mortgage Underwriting Practices and Procedures,” which applies to all federally-regulated financial institutions that are engaged in residential mortgage underwriting and/or the acquisition of residential mortgage loan assets in Canada. The guideline takes effect January 1, 2018, and will require enhanced underwriting practices for all uninsured mortgages, including the application of a qualifying stress test. TheB-20 Guideline does not directly impact the regulatory requirements for our mortgage insurance business in Canada, as it is governed by OSFI’s GuidelineB-21 “Residential Mortgage Insurance Underwriting Practices and Procedures.” We believe the Guideline will not have a material impact on the highloan-to-value market in Canada. However, it is still too early to determine the potential impact this Guideline will have on the Canadian mortgage and housing market.

Segment results of operations

Three Months Ended ~~March 31,~~September 30, 2017 Compared to Three Months Ended ~~March 31,~~September 30, 2016

The following table sets forth the results of operations relating to our ~~Canadian~~Canada Mortgage Insurance segment for the periods indicated:


	Three months ended March 31,						Increase (decrease) and percentage change					Three months ended September 30,						Increase (decrease) and percentage change
(Amounts in millions)	2017			2016			2017 vs. 2016					2017			2016			2017 vs. 2016
Revenues:
Premiums	$	126		$	111		$	15		14	%	$	131		$	124		$	7		6	%
Net investment income		32			29			3		10	%		33			33			—		—	%
Net investment gains (losses)		11			20			(9	)	(45	)%		55			—			55		NM	⁽¹⁾
Policy fees and other income													1			(1	)		2		200	%

Total revenues		169			160			9		6	%		220			156			64		41	%

Benefits and expenses:
Benefits and other changes in policy reserves		20			26			(6	)	(23	)%		18			30			(12	)	(40	)%
Acquisition and operating expenses, net of deferrals		21			18			3		17	%		20			21			(1	)	(5	)%
Amortization of deferred acquisition costs and intangibles		10			9			1		11	%		11			10			1		10	%
Interest expense		4			4			—		—	%		4			5			(1	)	(20	)%

Total benefits and expenses		55			57			(2	)	(4	)%		53			66			(13	)	(20	)%

Income from continuing operations before income taxes		114			103			11		11	%		167			90			77		86	%
Provision for income taxes		36			29			7		24	%		55			24			31		129	%

Income from continuing operations		78			74			4		5	%		112			66			46		70	%
Less: income from continuing operations attributable to noncontrolling interests		38			34			4		12	%		54			30			24		80	%

Income from continuing operations available to Genworth Financial, Inc.’s common stockholders		40			40			—		—	%		58			36			22		61	%
Adjustments to income from continuing operations available to Genworth Financial, Inc.'s common stockholders:
Net investment (gains) losses, net⁽¹⁾		(6	)		(11	)		5		45	%
Adjustments to income from continuing operations available to GenworthFinancial, Inc.’s common stockholders:
Net investment (gains) losses, net⁽²⁾													(32	)		—			(32	)	NM	⁽¹⁾
Expenses related to restructuring													1			—			1		NM	⁽¹⁾
Taxes on adjustments		2			4			(2	)	(50	)%		10			—			10		NM	⁽¹⁾

Adjusted operating income available to Genworth Financial, Inc.'s common stockholders	$	36		$	33		$	3		9	%
Adjusted operating income available to Genworth Financial, Inc.’s common stockholders												$	37		$	36		$	1		3	%

⁽¹⁾	We define “NM” as not meaningful for increases or decreases greater than 200%.

⁽²⁾	For the three months ended September 30, 2017, ~~and 2016,~~ net investment (gains) losses were adjusted for the portion of net investment gains (losses) attributable to noncontrolling interests of ~~$5 million and $9 million, respectively.~~$23 million.

Adjusted operating income available to Genworth Financial, Inc.’s common stockholders

Adjusted operating income available to Genworth Financial, Inc.’s common stockholders increased mainly driven by lower losses and higher premiums, mostly offset by lower tax benefits in the current ~~year, partially offset by a higher effective tax rate.~~year.

Revenues

Premiums increased principally from the seasoning of our larger, more recentin-force blocks of business. ~~The three months ended March 31, 2017 included an increase of $6 million attributable to changes in foreign exchange rates.~~

Net investment ~~income increased primarily from an increase of $2 million attributable to changes in foreign exchange rates.~~

~~Net investment gains decreased mainly from lower derivative~~ gains in the current year ~~largely from hedging non-functional~~were primarily driven by derivative gains on interest rate swaps, foreign currency ~~transactions.~~forward contracts and cross currency interest rate swaps.

Benefits and expenses

Benefits and other changes in policy reserves decreased largely from lower new delinquencies, net of cures, ~~partially offset by~~and from a ~~higher~~lower average reserve per delinquency ~~driven by a shift in regional outstanding delinquencies towards oil-producing regions with higher average insured amounts.~~

~~Acquisition and operating expenses, net of deferrals, increased mainly driven by higher stock-based compensation expense~~ in the current year.

Provision for income taxes.The effective tax rate increased to ~~32.0% for three months ended March 31, 2017 from 27.8%~~32.9% for the three months ended ~~March~~September 30, 2017 from 26.7% for the three months ended September 30, 2016. The increase in the effective tax rate was primarily attributable to decreased tax benefits from lower taxed foreign income in the current year.

Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016

The following table sets forth the results of operations relating to our Canada Mortgage Insurance segment for the periods indicated:


	Nine months ended September 30,						Increase (decrease) and percentage change
(Amounts in millions)	2017			2016			2017 vs. 2016
Revenues:
Premiums	$	383		$	357		$	26		7	%
Net investment income		96			94			2		2	%
Net investment gains (losses)		113			12			101		NM	⁽¹⁾
Policy fees and other income		1			—			1		NM	⁽¹⁾

Total revenues		593			463			130		28	%

Benefits and expenses:
Benefits and other changes in policy reserves		42			81			(39	)	(48	)%
Acquisition and operating expenses, net of deferrals		57			58			(1	)	(2	)%
Amortization of deferred acquisition costs and intangibles		32			29			3		10	%
Interest expense		13			13			—		—	%

Total benefits and expenses		144			181			(37	)	(20	)%

Income from continuing operations before income taxes		449			282			167		59	%
Provision for income taxes		147			76			71		93	%

Income from continuing operations		302			206			96		47	%
Less: income from continuing operations attributable to noncontrollinginterests		146			94			52		55	%

Income from continuing operations available to Genworth Financial, Inc.’scommon stockholders		156			112			44		39	%
Adjustments to income from continuing operations available to GenworthFinancial, Inc.’s common stockholders:
Net investment (gains) losses, net⁽²⁾		(65	)		(7	)		(58	)	NM	⁽¹⁾
Expenses related to restructuring		1			—			1		NM	⁽¹⁾
Taxes on adjustments		22			2			20		NM	⁽¹⁾

Adjusted operating income available to Genworth Financial, Inc.’s commonstockholders	$	114		$	107		$	7		7	%

⁽¹⁾	We define “NM” as not meaningful for increases or decreases greater than 200%.

⁽²⁾	For the nine months ended September 30, 2017 and 2016, net investment gains (losses) were adjusted for the portion of net investment gains (losses) attributable to noncontrolling interests of $48 million and $5 million, respectively.

Adjusted operating income available to Genworth Financial, Inc.’s common stockholders

Adjusted operating income available to Genworth Financial, Inc.’s common stockholders increased mainly driven by lower losses and higher premiums, partially offset by lower tax benefits in the current year.

Revenues

Premiums increased primarily from the seasoning of our larger, more recentin-force blocks of business.

Net investment gains in the current year were primarily driven by derivative gains on interest rate swaps, foreign currency forward contracts and cross currency interest rate swaps, as well as foreign exchange gains on the sale ofnon-functional currency investment securities.

Benefits and expenses

Benefits and other changes in policy reserves decreased largely from lower new delinquencies, net of cures, as well as from a lower average reserve per delinquency and from favorable loss reserve development related to incurred but not reported delinquencies as of December 31, 2016.

Provision for income taxes.The effective tax rate increased to 32.7% for the nine months ended September 30, 2017 from 27.1% for the nine months ended September 30, 2016. The increase in the effective tax rate was primarily attributable to decreased tax benefits from lower taxed foreign income in the current year.

Canada Mortgage Insurance selected operating performance measures

The following ~~table sets~~tables set forth selected operating performance measures regarding our Canada Mortgage Insurance segment as of or for the dates indicated:

   As of or for the three
months ended March 31,    Increase
(decrease) and
percentage
change
(Amounts in millions)
   2017    2016    2017 vs. 2016
Primary insurance in-force
   $ 358,900    $ 317,400    $ 41,500    13 %
Risk in-force
   125,600    111,100    14,500    13 %
New insurance written
   10,300    5,700    4,600    81 %
Net premiums written
   96    84    12    14 %


	As of September 30,				Increase (decrease) and percentage change
(Amounts in millions)	2017		2016		2017 vs. 2016
Primary insurancein-force	$	390,700	$	347,300	$	43,400	12	%
Riskin-force		136,700		121,500		15,200	13	%


	Three months ended September 30,				Increase (decrease) and percentage change					Nine months ended September 30,				Increase (decrease) and percentage change
(Amounts in millions)	2017		2016		2017 vs. 2016					2017		2016		2017 vs. 2016
New insurance written	$	5,000	$	10,400	$	(5,400	)	(52	)%	$	19,800	$	40,200	$	(20,400	)	(51	)%
Net premiums written		156		172		(16	)	(9	)%		378		447		(69	)	(15	)%

Primary insurancein-force and riskin-force

Our mortgage insurance business in Canada currently provides 100% coverage on the majority of the loans we insure in that market. For the purpose of representing our riskin-force, we have computed an “effective” riskin-force amount, which recognizes that the loss on any particular loan will be reduced by the net proceeds received upon sale of the property. Effective riskin-force has been calculated by applying to insurancein-force a factor that represents our highest expected averageper-claim payment for any one underwriting year over the life of our business in Canada. For the three and nine months ended ~~March 31,~~September 30, 2017 and 2016, this factor was 35%.

Primary insurancein-force and riskin-force increased primarily as a result of flow new insurance written and bulk mortgage insurance activity. Insurancein-force and riskin-force included ~~decreases~~increases of ~~$8.3~~$19.2 billion and ~~$2.9~~$6.7 billion, respectively, attributable to changes in foreign exchange ~~rates during the three months ended March 31, 2017.~~rates.

New insurance written

New insurance written ~~increased~~decreased for the three and nine months ended September 30, 2017 primarily as a result of ~~higher~~lower bulk mortgage insurance activity and flow new insurance written. For the three and nine months ended September 30, 2017, bulk mortgage insurance activity decreased by $4.5 billion and $18.6 billion, respectively, driven by increased demand in the prior year preceding regulatory changes that became effective on July 1, 2016 and from lower demand in the current year ~~partially offset by~~due to a ~~decrease in flow~~higher average premium rate as a result of higher regulatory capital requirements and additional regulatory changes that became effective on November 30, 2016. Flow new insurance ~~written. The~~written decreased $900 million and $1.8 billion for the three and nine months ended ~~March 31,~~September 30, 2017, respectively, primarily due to a smaller market size resulting from regulatory changes effective October 17, 2016. New insurance written for the three and nine months ended September 30, 2017 included ~~an increase~~increases of ~~$500~~$100 million and $400 million, respectively, attributable to changes in foreign exchange rates.

Net premiums written

Our mortgage insurance policies in Canada provide for single premiums at the time that loan proceeds are advanced. We initially record the single premiums to unearned premium reserves and recognize the premiums earned over time in accordance with the expected pattern of risk emergence. As of ~~March 31,~~September 30, 2017, our unearned premium reserves were ~~$1,582~~$1,713 million, compared to ~~$1,527~~$1,628 million as of ~~March 31,~~September 30, 2016.

~~Net premiums written increased primarily from higher bulk mortgage insurance activity.~~ The ~~three months ended March 31, 2017~~change in unearned premium reserves included an increase of $5$84 million attributable to changes in foreign exchange rates.

Net premiums written decreased for the three and nine months ended September 30, 2017 primarily from lower bulk mortgage insurance activity and lower flow volume due to regulatory changes, partially offset by premium rate increases.

Loss and expense ratios

The following table sets forth the loss and expense ratios for our Canada Mortgage Insurance segment for the periods indicated:


	Three months ended March 31,						Increase (decrease)			Three months ended September 30,						Increase (decrease)			Nine months ended September 30,						Increase (decrease)
	2017			2016			2017 vs. 2016			2017			2016			2017 vs. 2016			2017			2016			2017 vs. 2016
Loss ratio		16	%		24	%		(8	)%		14	%		24	%		(10	)%		11	%		23	%		(12	)%
Expense ratio (net earned premiums)		25	%		24	%		1	%		23	%		24	%		(1	)%		23	%		24	%		(1	)%
Expense ratio (net premiums written)		32	%		32	%		—	%		20	%		18	%		2	%		23	%		19	%		4	%

The loss ratio is the ratio of incurred losses and loss adjustment expenses to net earned premiums. The expense ratio (net earned premiums) is the ratio of general expenses to net earned premiums. The expense ratio (net premiums written) is the ratio of general expenses to net premiums written. In our mortgage insurance business in Canada, general expenses consist of acquisition and operating expenses, net of deferrals, and amortization of ~~deferred acquisition costs~~DAC and intangibles.

The loss ratio decreased for the three and nine months ended September 30, 2017 primarily from a decrease in the number of new flow delinquencies, net of cures, ~~partially offset by~~and from a ~~higher~~lower average reserve per delinquency ~~from higher severity~~as a result of improvement inoil-producing ~~regions.~~ regions, home price appreciation, particularly in Ontario, and overall improving regional macroeconomic conditions in the current year.

The expense ratio (net earned premiums) ~~increased~~decreased for the three and nine months ended September 30, 2017 primarily attributable to higher ~~stock-based compensation~~premiums from the seasoning of our larger, more recentin-force blocks of business.

The expense ratio (net premiums written) increased for the three and nine months ended September 30, 2017 primarily attributable to lower net premiums written in the current year.

Delinquent loans

The following table sets forth the number of loans insured, the number of delinquent loans and the delinquency rate for our Canada mortgage insurance portfolio as of the dates indicated:

   March 31, 2017 December 31, 2016 March 31, 2016
Primary insured loans in-force
   2,074,984 2,029,400 1,860,978
Delinquent loans
   2,082 2,070 2,034
Percentage of delinquent loans (delinquency rate)
   0.10 % 0.10 % 0.11 %
Flow loans in-force
   1,402,813 1,394,067 1,341,636
Flow delinquent loans
   1,697 1,693 1,711
Percentage of flow delinquent loans (delinquency rate)
   0.12 % 0.12 % 0.13 %
Bulk loans in-force
   672,171 635,333 519,342
Bulk delinquent loans
   385 377 323
Percentage of bulk delinquent loans (delinquency rate)
   0.06 % 0.06 % 0.06 %

September 30, 2017 December 31, 2016 September 30, 2016
Primary insured loansin-force
2,098,771 2,029,400 2,006,484
Delinquent loans
1,759 2,070 2,027
Percentage of delinquent loans (delinquency rate)
0.08 % 0.10 % 0.10 %
Flow loansin-force
1,434,662 1,394,067 1,379,020
Flow delinquent loans
1,434 1,693 1,715
Percentage of flow delinquent loans (delinquency rate)
0.10 % 0.12 % 0.12 %
Bulk loansin-force
664,109 635,333 627,464
Bulk delinquent loans
325 377 312
Percentage of bulk delinquent loans (delinquency rate)
0.05 % 0.06 % 0.05 %

Flow mortgage loansin-force increased from new policies written and bulk mortgage loansin-force increased from ~~higher~~new bulk activity. The number of delinquent loans of our flow mortgage insurance decreased ~~compared to the first quarter of 2016~~ primarily from ~~an improved~~regional housing market improvement, particularly inoil-producing regions in ~~oil-producing regions and strong or improving economic conditions in other regions of Canada.~~the current year.

Primary insurance delinquency rates differ by the various provinces and territories of Canada at any one time depending upon economic conditions and cyclical growth patterns. The table below sets forth our primary delinquency rates for the various provinces and territories of Canada by our riskin-force as of the dates indicated. Delinquency rates are shown by region based upon the location of the underlying property, rather than the location of the lender.


	Percent of primary risk in-force as of March 31, 2017			Delinquency rate									Percent of primary riskin-force as of September 30, 2017			Delinquency rate
	Percent of primary risk in-force as of March 31, 2017			March 31, 2017			December 31, 2016			March 31, 2016			Percent of primary riskin-force as of September 30, 2017			September 30, 2017			December 31, 2016			September 30, 2016
By province and territory:
Ontario		48	%		0.04	%		0.04	%		0.05	%		47	%		0.03	%		0.04	%		0.04	%
Alberta		16			0.21	%		0.22	%		0.16	%		16			0.18	%		0.22	%		0.22	%
British Columbia		15			0.06	%		0.06	%		0.06	%		15			0.05	%		0.06	%		0.07	%
Quebec		13			0.15	%		0.15	%		0.20	%		13			0.12	%		0.15	%		0.15	%
Saskatchewan		3			0.27	%		0.28	%		0.21	%		3			0.25	%		0.28	%		0.27	%
Nova Scotia		2			0.21	%		0.18	%		0.20	%		2			0.16	%		0.18	%		0.20	%
Manitoba		2			0.09	%		0.07	%		0.10	%		2			0.09	%		0.07	%		0.08	%
New Brunswick		1			0.18	%		0.19	%		0.21	%		1			0.15	%		0.19	%		0.15	%
All other		—			0.19	%		0.17	%		0.14	%		1			0.16	%		0.17	%		0.14	%

Total		100	%		0.10	%		0.10	%		0.11	%		100	%		0.08	%		0.10	%		0.10	%

Delinquency rates ~~were flat as increases~~decreased slightly reflecting improvement primarily in ~~commodity-dependent regions~~Alberta and Quebec due to ~~economic pressure were offset by decreases~~improving macroeconomic conditions in ~~other provinces.~~those regions in the current year.

As a part of enhanced lender reporting, we receive updated outstanding loansin-force in Canada from almost all of our customers. Based on the data provided by lenders, the delinquency rate as of ~~March 31,~~September 30, 2017 was ~~0.21%~~0.18%, reflecting a lower number of outstanding loans and related policiesin-force compared to our reported policiesin-force.

Australia Mortgage Insurance segment

Trends and conditions

Results of our mortgage insurance business in Australia are affected primarily by changes in regulatory environments, employment levels, consumer borrowing behavior, lender mortgage-related strategies, including lender servicing practices, and other economic and housing market influences, including interest rate trends, home price appreciation or depreciation, mortgage origination volume, levels and aging of mortgage delinquencies and movements in foreign currency exchange rates. During the ~~first~~third quarter of 2017, the Australian dollar strengthened against the U.S. dollar as compared to both the ~~first~~third quarter of 2016 and the second quarter of 2017, which favorably impacted the results of our mortgage insurance business in Australia as reported in U.S. dollars. Any future movement in foreign exchange rates could impact future results.

The Australian gross domestic product is expected to have ~~modest~~had moderate growth in the ~~first~~third quarter of 2017, supported by sustained low interest rates and ~~rising~~an ongoing rise in resource exports. The cash rate remained flat at 1.50% in the ~~first~~third quarter of 2017. The ~~March~~September 2017 unemployment rate ~~increased~~improved slightly to ~~5.9%~~5.5% from ~~5.8%~~5.6% at the end of the ~~fourth quarter.~~second quarter of 2017.

Home prices in Australia continued to appreciate in the ~~first~~third quarter of 2017, with ~~March~~September 30, 2017 home values approximately ~~13%~~9% higher than a year ago and approximately 4%1% higher than at the end of ~~2016.~~the second quarter of 2017. The Sydney and Melbourne housing markets continue to be the major driver with annual home price growth of approximately ~~19%~~11% and ~~16%~~12%, respectively, ~~during~~as of the ~~first~~end of the third quarter of 2017.

Our mortgage insurance business in Australia had ~~higher~~lower losses in the ~~first~~third quarter of 2017 compared to the ~~first~~third quarter of 2016 ~~largely~~ due to ~~higher~~lower new delinquencies net of cures, as well as ~~a higher average reserve per delinquency resulting from~~improved aging ~~pressure~~of existing delinquencies, primarily in commodity-dependent ~~regions, where production activity has been depressed.~~regions. The loss ratio in Australia for the three months ended ~~March 31,~~September 30, 2017 was ~~35%~~37%. We expect continued regional loss pressures and lower expected earned premiums to drive our loss ratio higher for the full year 2017 as compared to the full year 2016 loss ratio of 34%. In addition, during the fourth quarter of 2017, our mortgage insurance business in Australia will complete its annual review of its premium earnings pattern. The outcome of this review could impact our results of operations, including our loss ratio.

In the ~~first~~third quarter of 2017, our mortgage insurance business in Australia experienced ~~an increase~~a decrease in new insurance written volumes compared to the ~~first~~third quarter of ~~2016. This was~~2016 and the second quarter of 2017 due to ~~an increase~~lower market penetration from a change in ~~bulk business in~~customer mix, as well as the ~~quarter, partially offset by lower flow volumes. The decrease in flow volumes is primarily due to tightened customer risk appetite and a slowdown in high loan-to-value lending as a result of~~ Australian Prudential Regulation Authority’s (“APRA”) continued focus on lending standards, investment lending and serviceability.

Gross premiums written in the ~~first~~third quarter of 2017 were ~~higher~~lower compared to the ~~first~~third quarter of 2016 primarily driven ~~by higher bulk volume, partially offset~~ by a decrease in flow ~~volume,~~volumes, particularly from a reduction in highloan-to-value mortgage origination volume resulting from regulatory ~~changes restricting loans originated for~~measures to slow the growth in investment ~~properties~~lending and ~~high loan-to-value~~limit the flow of new interest-only lending.

~~The term of the previous supply and service contract with our largest customer in our mortgage insurance business in Australia expired on December 31, 2016.~~ In November 2016, we entered into a new contract with ~~this~~our largest customer, effective January 1, 2017, with a term of three years. ~~In 2016,~~During the first three quarters of 2017, this customer represented ~~36%~~39% of our new insurance written. AThe contract with another large customer was set to expire in November 2017 but was recently extended through November 2018 under similar terms. This customer represented 12% of our new insurance written during the first three quarters of 2017. The contract with our former second largest customer was terminated by the customer effective April 8, 2017.

Our mortgage insurance business in Australia evaluates its capital position in relation to the Prescribed Capital Amount (“PCA”) as determined by APRA, utilizing the Internal Capital Adequacy Assessment Process as the framework to ensure that our Australia group of companies as a whole, and each regulated entity, are independently capitalized to meet regulatory requirements. As of ~~March 31,~~September 30, 2017, the estimated PCA ratio of

our mortgage insurance business in Australia was approximately ~~171%~~184%, representing an in increase from ~~the 157%~~181% as of ~~December 31, 2016,~~June 30, 2017, largely resulting from lower production volumes, portfolio seasoning and ~~higher reinsurance~~cancellations, partially offset by dividends paid and share repurchase activity in the ~~first~~third quarter of 2017.

In March 2017, APRA announced changes to reinforce sound mortgage lending practices, focusing on slowing investor growth and limiting the flow of new interest-only lending. ~~Given the recent nature of this announcement, we have not yet determined whether or to what extent these developments will~~These changes could impact future new insurance written volumes in our Australian mortgage insurance business.

Segment results of operations

Three Months Ended ~~March 31,~~September 30, 2017 Compared to Three Months Ended ~~March 31,~~September 30, 2016

The following table sets forth the results of operations relating to our Australia Mortgage Insurance segment for the periods indicated:


	Three months ended March 31,					Increase (decrease) and percentage change					Three months ended September 30,						Increase (decrease) and percentage change
(Amounts in millions)	2017			2016		2017 vs. 2016					2017			2016			2017 vs. 2016
Revenues:
Premiums	$	81		$	81	$	—		—	%	$	78		$	88		$	(10	)	(11	)%
Net investment income		21			24		(3	)	(13	)%		19			23			(4	)	(17	)%
Net investment gains (losses)		20			—		20		NM	⁽¹⁾		1			4			(3	)	(75	)%

Total revenues		122			105		17		16	%		98			115			(17	)	(15	)%

Benefits and expenses:
Benefits and other changes in policy reserves		28			21		7		33	%		29			37			(8	)	(22	)%
Acquisition and operating expenses, net of deferrals		23			19		4		21	%		18			23			(5	)	(22	)%
Amortization of deferred acquisition costs and intangibles		4			3		1		33	%		10			4			6		150	%
Interest expense		2			3		(1	)	(33	)%		3			2			1		50	%

Total benefits and expenses		57			46		11		24	%		60			66			(6	)	(9	)%

Income from continuing operations before income taxes		65			59		6		10	%		38			49			(11	)	(22	)%
Provision for income taxes		22			19		3		16	%		12			16			(4	)	(25	)%

Income from continuing operations		43			40		3		8	%		26			33			(7	)	(21	)%
Less: income from continuing operations attributable to noncontrolling interests		23			21		2		10	%		14			18			(4	)	(22	)%

Income from continuing operations available to Genworth Financial, Inc.’s common stockholders		20			19		1		5	%		12			15			(3	)	(20	)%
Adjustments to income from continuing operations available to Genworth Financial, Inc.'s common stockholders:
Adjustments to income from continuing operations available to GenworthFinancial, Inc.’s common stockholders:
Net investment (gains) losses, net⁽²⁾⁽¹⁾		(11	)		—		(11	)	NM	⁽¹⁾		(1	)		(2	)		1		50	%
Taxes on adjustments		4			—		4		NM	⁽¹⁾		1			1			—		—	%

Adjusted operating income available to Genworth Financial, Inc.'s common stockholders	$	13		$	19	$	(6	)	(32	)%
Adjusted operating income available to Genworth Financial, Inc.’scommon stockholders											$	12		$	14		$	(2	)	(14	)%

⁽¹⁾	~~We define “NM” as not meaningful for increases or decreases greater than 200%.~~

⁽²⁾	For the three months ended ~~March 31, 2017,~~September 30, 2016, net investment ~~(gains) losses~~gains (losses) were adjusted for the portion of net investment gains (losses) attributable to noncontrolling interests of $9$2 million.

Adjusted operating income available to Genworth Financial, Inc.’s common stockholders

Adjusted operating income available to Genworth Financial, Inc.’s common stockholders decreased primarily driven by ~~higher~~lower premiums and investment income, partially offset by lower losses ~~and higher acquisition and operating expenses, net of deferrals,~~ in the current year.

Revenues

Premiums ~~excluding the impacts of foreign exchange rates, declined as lower flow volume and~~decreased largely due to the seasoning of our smaller prior yearin-force blocks of business ~~were partially offset by higher~~and lower policy ~~cancellations.~~cancellations in the current year. The three months ended ~~March 31,~~September 30, 2017 included an increase of $4$3 million attributable to changes in foreign exchange rates.

Net investment income decreased primarily from ~~lower average invested assets and~~ lower yields in the current year.

Net investment gains ~~in the current year were mainly related to~~decreased predominantly from lower net gains from the sale of investment securities, ~~due to~~partially offset by impairments in the ~~rebalancing of our portfolio.~~current year.

Benefits and expenses

Benefits and other changes in policy reserves ~~increased~~decreased largely attributable to ~~higher~~lower new delinquencies, ~~as well as a higher average reserve per delinquency resulting~~net of cures, and from ~~unfavorable~~improved aging of existing delinquencies primarily in commodity-dependent regions in the current year.

Acquisition and operating expenses, net of deferrals, ~~increased~~decreased primarily from ~~higher~~a change in the classification of contract fees amortization expense, which we began recording to amortization of DAC and intangibles as of the second quarter of 2017.

Amortization of DAC and intangibles increased principally as a result of a change in the classification of contract fees amortization expense that was previously recorded to acquisition and operating expenses, ~~related~~net of deferrals, as discussed above.

Provision for income taxes. The effective tax rate increased to 33.1% for the three months ended September 30, 2017 from 32.2% for the three months ended September 30, 2016. The increase in the effective tax rate was primarily attributable to decreased tax benefits from lower taxed foreign income in the current year.

Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016

The following table sets forth the results of operations relating to our Australia Mortgage Insurance segment for the periods indicated:


	Nine months ended September 30,						Increase (decrease) and percentage change
(Amounts in millions)	2017			2016			2017 vs. 2016
Revenues:
Premiums	$	237		$	255		$	(18	)	(7	)%
Net investment income		57			72			(15	)	(21	)%
Net investment gains (losses)		23			6			17		NM	⁽¹⁾

Total revenues		317			333			(16	)	(5	)%

Benefits and expenses:
Benefits and other changes in policy reserves		84			89			(5	)	(6	)%
Acquisition and operating expenses, net of deferrals		50			67			(17	)	(25	)%
Amortization of deferred acquisition costs and intangibles		31			11			20		182	%
Interest expense		7			8			(1	)	(13	)%

Total benefits and expenses		172			175			(3	)	(2	)%

Income from continuing operations before income taxes		145			158			(13	)	(8	)%
Provision for income taxes		48			51			(3	)	(6	)%

Income from continuing operations		97			107			(10	)	(9	)%
Less: income from continuing operations attributable to noncontrollinginterests		52			57			(5	)	(9	)%

Income from continuing operations available to Genworth Financial, Inc.’scommon stockholders		45			50			(5	)	(10	)%
Adjustments to income from continuing operations available to GenworthFinancial, Inc.’s common stockholders:
Net investment (gains) losses, net⁽²⁾		(12	)		(3	)		(9	)	NM	⁽¹⁾
Taxes on adjustments		4			1			3		NM	⁽¹⁾

Adjusted operating income available to Genworth Financial, Inc.’s commonstockholders	$	37		$	48		$	(11	)	(23	)%

⁽¹⁾	We define “NM” as not meaningful for increases or decreases greater than 200%.

⁽²⁾	For the nine months ended September 30, 2017 and 2016, net investment gains (losses) were adjusted for the portion of net investment gains (losses) attributable to noncontrolling interests of $11 million and $3 million, respectively.

Adjusted operating income available to Genworth Financial, Inc.’s common stockholders

Adjusted operating income available to Genworth Financial, Inc.’s common stockholders decreased primarily driven by lower premiums and investment income, partially offset by lower losses in the current year.

Revenues

Premiums decreased predominantly from the seasoning of our smaller prior yearin-force blocks of business. The nine months ended September 30, 2017 included an increase of $7 million attributable to changes in foreign exchange rates.

Net investment income decreased primarily from lower yields and lower average invested assets in the current year.

Net investment gains increased predominantly from higher net gains from the sale of investment securities due to the rebalancing of our portfolio, partially offset by impairments and derivative losses in the current year.

Benefits and expenses

Benefits and other changes in policy reserves decreased largely attributable to $6 million of favorablenon-reinsurance recoveries on paid claims in the second quarter of 2017 and a higher net benefit from cures and aging of existing delinquencies, partially offset by higher new delinquencies primarily in commodity-dependent regions in the current year. The nine months ended September 30, 2017 included an increase of $3 million attributable to changes in foreign exchange rates.

Acquisition and operating expenses, net of deferrals, decreased primarily from a change in the classification of contract fees amortization expense, which we began recording to amortization of DAC and intangibles in the second quarter of 2017, as well as lower employee compensation and benefit expenses and a decrease in professional fees in the current year.

Amortization of DAC and intangibles increased as a result of a change in the classification of contract fees amortization expense that was previously recorded to acquisition and operating expenses, net of deferrals, as discussed above, and higher contract fees being amortized in the current year.

Provision for income taxes. The effective tax rate increased to ~~33.9%~~33.5% for the ~~three~~nine months ended ~~March 31,~~September 30, 2017 from ~~32.7%~~32.4% for the ~~three~~nine months ended ~~March 31,~~September 30, 2016. The increase in the effective tax rate was primarily attributable to decreased tax benefits from lower taxed foreign income in the current year.

Australia Mortgage Insurance selected operating performance measures

The following ~~table sets~~tables set forth selected operating performance measures regarding our Australia Mortgage Insurance segment as of or for the dates indicated:

   As of or for the three
months ended
March 31,    Increase
(decrease) and
percentage
change
(Amounts in millions)
   2017    2016    2017 vs. 2016
Primary insurance in-force
   $ 246,400    $ 246,800    $ (400 )    —   %
Risk in-force
   85,700    86,000    (300 )    —   %
New insurance written
   5,100    4,400    700    16 %
Net premiums written
   54    47    7    15 %


	As of September 30,				Increase (decrease) and percentage change
(Amounts in millions)	2017		2016		2017 vs. 2016
Primary insurancein-force	$	252,200	$	247,900	$	4,300	2	%
Riskin-force		87,700		86,300		1,400	2	%


	Three months ended September 30,				Increase (decrease) and percentage change					Nine months ended September 30,				Increase (decrease) and percentage change
(Amounts in millions)	2017		2016		2017 vs. 2016					2017		2016		2017 vs. 2016
New insurance written	$	4,300	$	4,600	$	(300	)	(7	)%	$	14,100	$	14,800	$	(700	)	(5	)%
Net premiums written		56		57		(1	)	(2	)%		168		169		(1	)	(1	)%

Primary insurancein-force and riskin-force

Our mortgage insurance business in Australia currently provides 100% coverage on the majority of the loans we insure in those markets. For the purpose of representing our riskin-force, we have computed an “effective” riskin-force amount, which recognizes that the loss on any particular loan will be reduced by the net proceeds received upon sale of the property. Effective riskin-force has been calculated by applying to insurancein-force a factor that represents our highest expected averageper-claim payment for any one underwriting year over the life of our business in Australia. For the three and nine months ended ~~March 31,~~September 30, 2017 and 2016, this factor was

35%. We also have certain risk share arrangements where we providepro-rata coverage of certain loans rather than 100% coverage. As a result, for loans with these risk share arrangements, the applicablepro-rata coverage amount provided is used when applying the factor. In addition, Australia currently providesexcess-of-loss reinsurance coverage with one lender. The insurancein-force and riskin-force associated with this reinsurance agreement are excluded from the above metrics as they are insignificant in relation to the rest of the portfolio.

Primary insurancein-force and riskin-force ~~decreased for the first quarter~~ increased primarily from increases of ~~2017 compared to the first quarter of 2016 primarily~~$5.8 billion and $2.0 billion, respectively, from changes in foreign exchange ~~rates during the three months ended March 31, 2017.~~rates.

New insurance written

New insurance written ~~increased~~decreased for the three and nine months ended September 30, 2017 mainly attributable to ~~$1.0 billion of~~lower market penetration from a change in customer mix, partially offset by higher bulk mortgage insurance ~~partially offset by lower flow mortgage insurance written as a result of regulatory changes.~~written. The three and nine months ended ~~March 31,~~September 30, 2017 included ~~an increase~~increases of ~~$300~~$200 million and $500 million, respectively, attributable to changes in foreign exchange rates.

Net premiums written

Most of our Australian mortgage insurance policies provide for single premiums at the time that loan proceeds are advanced. We initially record the single premiums to unearned premium reserves and recognize the premiums earned over time in accordance with the expected pattern of risk emergence. As of ~~March 31,~~September 30, 2017, our unearned premium reserves were ~~$873~~$852 million, compared to ~~$976~~$922 million as of ~~March 31,~~September 30, 2016. The change in unearned premium reserves included an increase of $19 million attributable to changes in foreign exchange rates.

Net premiums written ~~increased~~decreased slightly for the three and nine months ended September 30, 2017 primarily from ~~higher bulk production and~~ lower ~~reinsurance costs~~market penetration from a change in ~~the current year.~~customer mix. The three and nine months ended ~~March 31,~~September 30, 2017 included ~~an increase~~increases of $3$2 million and $5 million, respectively, attributable to changes in foreign exchange rates.

Loss and expense ratios

The following table sets forth the loss and expense ratios for our Australia Mortgage Insurance segment for the periods indicated:


	Three months ended March 31,						Increase (decrease)			Three months ended September 30,						Increase (decrease)			Nine months ended September 30,						Increase (decrease)
	2017			2016			2017 vs. 2016			2017			2016			2017 vs. 2016			2017			2016			2017 vs. 2016
Loss ratio		35	%		26	%		9	%		37	%		42	%		(5	)%		35	%		35	%		—	%
Expense ratio (net earned premiums)		33	%		27	%		6	%		37	%		31	%		6	%		35	%		31	%		4	%
Expense ratio (net premiums written)		49	%		47	%		2	%		51	%		48	%		3	%		49	%		46	%		3	%

The loss ratio is the ratio of incurred losses and loss adjustment expenses to net earned premiums. The expense ratio (net earned premiums) is the ratio of general expenses to net earned premiums. The expense ratio (net premiums written) is the ratio of general expenses to net premiums written. In our mortgage insurance business in Australia, general expenses consist of acquisition and operating expenses, net of deferrals, and amortization of ~~deferred acquisition costs~~DAC and intangibles.

The loss ratio ~~increased primarily driven by higher~~decreased for the three months ended September 30, 2017 largely attributable to lower new delinquencies, ~~as well as a higher average reserve per delinquency resulting from unfavorable~~net of cures, and improved aging of existing delinquencies primarily in commodity-dependent regions in the current year. The loss ratio was flat for the nine months ended September 30, 2017 as higher new delinquencies predominantly in commodity-dependent regions and lower net earned premiums were offset by $6 million of favorablenon-reinsurance recoveries on paid claims and higher net benefits from cures and aging of existing delinquencies in the current year.

The expense ratio (net earned premiums) increased for the three months ended September 30, 2017 primarily from lower net earned premiums and for the nine months ended September 30, 2017 primarily from lower net earned premiums and from higher ~~operating expenses related to~~ contract fees being amortized in the current year.

The expense ratio (net premiums written) increased for the three and nine months ended September 30, 2017 primarily ~~from~~due to higher ~~operating expenses related to~~ contract fees ~~partially offset by an increase in~~being amortized and lower net premiums written in the current year.

Delinquent loans

The following table sets forth the number of loans insured, the number of delinquent loans and the delinquency rate for our Australia mortgage insurance portfolio as of the dates indicated:

   March 31,
2017 December 31,
2016 March 31,
2016
Primary insured loans in-force
   1,443,836 1,464,139 1,479,544
Delinquent loans
   6,926 6,731 5,889
Percentage of delinquent loans (delinquency rate)
   0.48 % 0.46 % 0.40 %
Flow loans in-force
   1,332,468 1,354,616 1,366,914
Flow delinquent loans
   6,650 6,451 5,633
Percentage of flow delinquent loans (delinquency rate)
   0.50 % 0.48 % 0.41 %
Bulk loans in-force
   111,368 109,523 112,630
Bulk delinquent loans
   276 280 256
Percentage of bulk delinquent loans (delinquency rate)
   0.25 % 0.26 % 0.23 %


	September 30, 2017			December 31, 2016			September 30, 2016
Primary insured loansin-force		1,422,501			1,464,139			1,470,302
Delinquent loans		7,146			6,731			6,844
Percentage of delinquent loans (delinquency rate)		0.50	%		0.46	%		0.47	%

Flow loansin-force		1,308,998			1,354,616			1,358,286
Flow delinquent loans		6,912			6,451			6,574
Percentage of flow delinquent loans (delinquency rate)		0.53	%		0.48	%		0.48	%

Bulk loansin-force		113,503			109,523			112,016
Bulk delinquent loans		234			280			270
Percentage of bulk delinquent loans (delinquency rate)		0.21	%		0.26	%		0.24	%

~~Loans~~ Flow loansin-force decreased primarily from policy cancellations. Flow delinquent loans increased from higher new delinquencies primarily as a result of economic pressures in commodity-dependent regions.

Primary insurance delinquency rates differ by the various states and territories of Australia at any one time depending upon economic conditions and cyclical growth patterns. The table below sets forth our primary delinquency rates for the states and territories of Australia by our riskin-force as of the dates indicated. Delinquency rates are shown by region based upon the location of the underlying property, rather than the location of the lender.


	Percent of primary risk in-force as of March 31, 2017			Delinquency rate									Percent of primary riskin-force as of September 30, 2017			Delinquency rate
	Percent of primary risk in-force as of March 31, 2017			March 31, 2017			December 31, 2016			March 31, 2016						September 30, 2017			December 31, 2016			September 30, 2016
By state and territory:
New South Wales		28	%		0.31	%		0.30	%		0.29	%		28	%		0.31	%		0.30	%		0.32	%
Queensland		23			0.68	%		0.66	%		0.55	%		23			0.72	%		0.66	%		0.67	%
Victoria		23			0.38	%		0.38	%		0.35	%		23			0.39	%		0.38	%	��	0.39	%
Western Australia		12			0.78	%		0.74	%		0.53	%		12			0.88	%		0.74	%		0.69	%
South Australia		6			0.66	%		0.61	%		0.52	%		6			0.65	%		0.61	%		0.62	%
Australian Capital Territory		3			0.19	%		0.17	%		0.18	%		3			0.19	%		0.17	%		0.20	%
Tasmania		2			0.36	%		0.35	%		0.38	%		2			0.38	%		0.35	%		0.37	%
New Zealand		2			0.07	%		0.07	%		0.13	%		2			0.06	%		0.07	%		0.10	%
Northern Territory		1			0.42	%		0.36	%		0.21	%		1			0.50	%		0.36	%		0.33	%

Total		100	%		0.48	%		0.46	%		0.40	%		100	%		0.50	%		0.46	%		0.47	%

Delinquency rates increased in the current year compared to December 31, 2016 and ~~March 31,~~September 30, 2016 primarily from higher new delinquencies attributable to economic pressures, ~~partially~~particularly in commodity-dependent regions.

U.S. Life Insurance segment

Trends and conditions

Results of our U.S. life insurance businesses depend significantly upon the extent to which our actual future experience is consistent with assumptions and methodologies we have used in calculating our reserves. Many factors can affect the reserves in our U.S. life insurance businesses. Because these factors are not known in advance, change over time, are difficult to accurately predict and are inherently uncertain, we cannot determine with precision the ultimate amounts we will pay for actual claims or the timing of those payments. We will continue to monitor our experience and assumptions closely and make changes to our assumptions and methodologies, as appropriate, for our U.S. life insurance products. Even small changes in assumptions or small deviations of actual experience from assumptions can have, and in the past have had, material impacts on our DAC amortization, reserve levels, results of operations and financial condition.

We perform loss recognition testing to ensure that the current reserves along with the present value of future gross premiums are sufficient to cover the present value of future expected claims and expense, as well as recover the unamortized portion of DAC and, if any, PVFP. If the loss recognition test indicates a deficiency in the ability to pay all future claims and expenses, including the amortization of DAC and PVFP, a loss is recognized in earnings as an impairment of the DAC and/or PVFP balance and, if the loss is greater than the DAC and/or PVFP balance, by an increase in reserves. Our liability for policy and contract claims is reviewed quarterly and we conduct a review of our claim reserve assumptions for our long-term care insurance business annually typically during the third quarter of each year. Our liability for future policy benefits is reviewed at least annually as a part of our loss recognition testing typically performed in the third or fourth quarter of each year. As part of loss recognition testing, we also review the recoverability of DAC and PVFP at least annually. In

addition, we perform cash flow testing separately for each of our U.S. life insurance companies on a statutory accounting basis annually. We performed our annual review of claim reserve assumptions for our long-term care insurance business in the third quarter of ~~2016.~~2017. In the fourth quarter of ~~2016,~~2017, we ~~performed~~will perform assumption reviews for our universal and term universal life insurance products as well as for our other U.S. life insurance products, including our long-term care insurance products, and ~~completed~~complete our loss recognition testing.

Our U.S. Life Insurance segment will continue to migrate to a new valuation and projection platform for certain lines of business, while we upgrade platforms for other lines of business. The migration and upgrades are part of our ongoing efforts to improve the infrastructure and capabilities of our information systems and our routine assessment and refinement of financial, actuarial, investment and risk management capabilities and processes enterprise wide. These efforts will also provide our U.S. Life Insurance segment with improved platforms to support emerging accounting guidance and ongoing changes in capital regulations. Concurrently, valuation processes and methodologies will be reviewed, and may result in additional refinements to our models and/or assumptions. Any material changes in balances, margins or income trends that may result from these activities will be disclosed accordingly. In addition, we intend to continue to enhance our modeling capabilities of our various businesses, including for our long-term care insurance projections where we migrated to a new modeling system for the majority of ourlong-term care insurance business in the fourth quarter of 2016. We anticipate migrating ~~the remaining portion~~substantially all of our retained long-term care insurance business to this new modeling system by the end of 2017. The new modeling system will value and forecast associated liability cash flows and policyholder behavior at a more granular level than our current system.

One of our strategic objectives is to separate, then isolate, through a series of internal transactions, ourlong-term care insurance business from our other U.S. life insurance businesses. Our goal under the plan ishas been to align substantially all of our non-New Yorkin-force life insurance and annuity business under GLAIC, our Virginia domiciled life insurance company, and substantially all of our non-New York long-term care insurance business under GLIC, our Delaware domiciled life insurance company. As part of this strategic objective, effective April 1, 2017, GLAIC assumed risk on a coinsurance basis for certain blocks of term life insurance, universal life insurance and single premium whole life insurance from GLIC. ~~There will be~~Effective July 1, 2017, GLIC recaptured certain single premium deferred annuity products previously ceded to GLAIC. In addition,

effective July 1, 2017, GLAIC assumed risk on a modified coinsurance basis for certain blocks of fixed annuities, including those single premium deferred annuity products recaptured by GLIC, and certain corporate-owned life insurance policies from GLIC. As a result, there was an adverse impact on GLIC’s risk-based capital ratio of approximately 15 points in the third quarter of 2017. However, the internal transactions had no impact on our consolidated results of operations and financial condition prepared in accordance with U.S. GAAP as the financial impact of the intercompany reinsurance ~~will be~~was eliminated in consolidation. ~~We plan~~These transactions complete our goal to ~~execute additional~~align substantially all of our non-New Yorkin-force life insurance and annuity business under GLAIC and substantially all of our non-New York long-term care insurance business under GLIC. All of these transactions were also required under the Merger Agreement with China Oceanwide. The reinsurance treaties effective July 1, 2017 include provisions that require us to unwind or void these treaties in the event the merger transaction with China Oceanwide is terminated.

In addition, a Genworth holding company will pursue the purchase of GLAIC from GLIC at fair market value, subject to applicable regulatory approvals. Together with the internal reinsurance transactions ~~as we continue to align~~completed in April 2017 and July 2017, finalization of the GLAIC sale, if completed, would isolate our non-New York long-term care insurance business from our other non-New York U.S. life insurance businesses ~~as described above.~~and achieve this strategic objective.

Results of our U.S. life insurance businesses are also impacted by interest rates. The continued low interest rate environment puts pressure on the profitability and returns of these businesses as higher yielding investments have matured and been replaced with lower-yielding investments. We seek to manage the impact of low interest rates through asset-liability management as well as interest rate hedging strategies for a portion of our long-term care insurance product cash flows. Additionally, certain products have implicit and explicit rate guarantees or optionality that are significantly impacted by changes in interest rates. For a further discussion of the impact of interest rates on our U.S. life insurance businesses, see “Item 7A—Quantitative and Qualitative Disclosures About Market Risk” in our 2016 Annual Report on Form10-K.

Long-term care insurance

Results of our long-term care insurance business are influenced primarily by sales, morbidity, mortality, persistency, investment yields, expenses, ability to achieve rate actions, changes in regulations and reinsurance. Sales of our products are impacted by the relative competitiveness of our ratings, product features, pricing and commission levels and the impact ofin-force rate actions on distribution and consumer demand. Changes in regulations or government programs, including long-term care insurance rate action legislation, could impact our long-term care insurance business either positively or negatively.

Our liability for policy and contract claims is reviewed quarterly and we conduct a detailed review of our claim reserve assumptions for our long-term care insurance business annually typically during the third quarter of

each year. During the third quarter of 2017, we reviewed our assumptions and methodologies relating to our claim reserves of our long-term care insurance business but did not make any significant changes to the assumptions or methodologies, other than routine updates to investment returns and benefit utilization rates as we typically do each quarter. These updates in the third quarter of 2017 did not have a significant impact on claim reserve levels. During the third quarter of 2016, we completed our annual review of assumptions and methodologies related to our long-term care insurance claim reserves, which resulted in recording higher claim reserves of $460 million and reinsurance recoverables of $25 million. We updated several assumptions and methodologies primarily impacting claim termination rates, benefit utilization rates and incurred but not reported reserves.

In the fourth quarter of 2016, we performed our loss recognition and cash flow testing. We incorporated the assumption and methodology changes made in the third quarter of 2016 into these tests. These changes had a material negative impact on the margins of our long-term care insurance block, excluding the acquired block. The acquired block has a higher percentage of indemnity policies and was positively affected by the new claim assumptions. As a part of the process, we considered incremental benefits from expected future rate actions that helped mitigate the impact of these changes. As part of the annual testing, we also reviewed assumptions for

incidence and interest rates, among other assumptions. We will continue to regularly review our methodologies and assumptions in light of emerging experience and may be required to make further adjustments to our long-term care insurance claim reserves in the future, which could also impact our loss recognition and cash flow testing results. As of December 31, 2016, our loss recognition testing margins for our long-term care insurance business were positive but ~~have been~~were significantly reduced from the 2015 levels. ~~Any further materially~~In the fourth quarter of 2017, we will perform assumption reviews and complete our loss recognition testing for our long-term care insurance products. We have observed a higher incidence of claim on policies with lifetime, or unlimited, benefits and will consider this as we complete our 2017 loss recognition testing. Our assumptions are sensitive to slight variability in actual experience and small changes in assumptions could result in the margin of our long-term care insurance block, excluding the acquired block to decrease to at/or below zero in future years. To the extent, based on reviews, our margin is negative, we would be required to recognize a loss, by amortizing more DAC and/or establishing additional benefit reserves, the impact of which may be material. In the event a loss is recognized, we would increase reserves to offset such losses that would be recognized in later years. A significant decrease in our loss recognition testing margin, the need to amortize a significant amount of DAC and/or the need to significantly increase reserves could have a material adverse ~~changes to~~effect on our ~~claim reserves or changes as~~business, results of operations and financial condition.

As a result of ~~loss recognition~~our annual statutory cash flow testing ~~may have a materially negative impact on~~in the fourth quarter of 2016, GLICNY, our ~~results~~insurance subsidiary domiciled in New York, did not require any additional statutory reserves. However, in the second quarter of ~~operations, financial condition and business.~~2017, the New York Department of Financial Services required GLICNY to record an additional $58 million of statutory long-term care insurance reserves related to cash flow testing. GLICNY now currently expects to record an aggregate of approximately $178 million of additional statutory reserves over the next 15 months.

In connection with the updated assumptions and methodologies that increased claim reserves on existing claims in our 2016 review, we now establish higher claim reserves on new claims, which will decrease earnings in future periods in which the higher reserves are recorded. Additionally, average claim reserves for new claims are higher as the mix of claims continues to evolve, with an increasing number of policies with higher daily benefit amounts, unlimited benefit pools and higher inflation factors going on claim. Also, we expect growth in new claims as our blocks of business continue to age. We also expect the remaining quarterly benefits of our in-force rate actions, in aggregate, to be lower in 2017 than the levels we experienced in 2016 as the implementation of certain rate increase approvals were largely completed in the third quarter of 2016. In addition, premiums will decline as policies terminate from mortality and lapses.

We experience volatility in our loss ratios caused by variances in policy terminations, claim terminations, claim severity and claim counts. Our approved premium rate actions may also cause fluctuations in our loss ratios during the period when reserves are adjusted to reflect policyholders taking reduced benefits ornon-forfeiture options within their policy coverage. In addition, we periodically review our reserve assumptions and methodologies based upon developing experience, which may result in changes to claim reserves and loss recognition testing results, causing volatility in our operating results and loss ratios. Our loss ratio for the ~~three~~nine months ended ~~March 31,~~September 30, 2017 was ~~72%, reflecting our~~74% compared to 94% for the nine months ended September 30, 2016. The loss ratio for the nine months ended September 30, 2016 reflected the updated assumptions and methodologies from our annual review of claim reserve assumptions completed in the third quarter of ~~2016, compared to 68% for the three months ended March 31,~~ 2016. ~~Our loss ratio for the three months ended December 31, 2016 was 79%.~~

Our long-term care insurance sales decreased ~~57%~~50% during the ~~three~~nine months ended ~~March 31,~~September 30, 2017 compared to the ~~three~~nine months ended ~~March 31,~~September 30, 2016. Sales decreased primarily due to our lower ratings. We expect that our sales will continue to be adversely impacted by our current ratings. Future adverse ratings announcements or actions could negatively impact our sales levels further.

Despite our low sales levels in our long-term care insurance business given our current ratings, we continue to evaluate new products. For example, we previously launched an enhanced product to improve competitiveness, while meeting our targeted returns, by, among other things, reducing premium rates, benefit levels and adjusting other coverage options. In support of this product, we are investing in targeted distribution and marketing initiatives to increase long-term care insurance sales. In addition, we are evaluating market trends and sales and investing in the development of products and distribution strategies that we believe will help expand the long-term care insurance market over time and meet broader consumer needs.

We also manage risk and capital allocated to our long-term care insurance business through utilization of external reinsurance in the form of coinsurance. We executed external reinsurance agreements to reinsure 20% of all sales of our individual long-term care insurance products that have been introduced since early 2013. External new business reinsurance levels vary and are dependent on a number of factors, including price, availability, risk tolerance and capital levels. Over time, there can be no assurance that affordable, or any, reinsurance will continue to be available. We also have external reinsurance on some older blocks of business which includes a treaty on a yearly renewable term basis on business that was written between 1998 and 2003. This yearly renewable term reinsurance provides coverage for claims on those policies for 15 years after the policy was written. After 15 years, reinsurance coverage ends for policies not on claim, while reinsurance coverage continues for policies on claim until the claim ends. Since 2013, we have seen, and may continue to see, an increase in our benefit costs as policies with reinsurance coverage exhaust their benefits or terminate and policies which are not covered by reinsurance go on claim.

As a result of ongoing challenges in our long-term care insurance business, we continue pursuing initiatives to improve the risk and profitability profile of our business including: premium rate increases and associated benefit reductions on ourin-force policies; product refinements; changes to our current product offerings in certain states; new distribution strategies; refining underwriting requirements; managing expense levels; actively exploring additional reinsurance strategies; executing investment strategies targeting higher returns; enhancing our financial and actuarial analytical capabilities; and considering other actions to improve the performance of the overall business. These efforts include a plan for significant futurein-force premium rate increases on issued policies. For an update on rate actions, refer to “—Significant Developments—U.S. Life Insurance.” We have suspended sales in Hawaii, Massachusetts, New Hampshire and Vermont, and will consider taking similar actions in the future, in other states where we are unable to obtain satisfactory rate increases onin-force ~~policies.~~ policies and/or unable to obtain approval for new products. We will also consider litigation against states that decline actuarially justified rate increases. We are currently in litigation with one state that has refused to approve actuarially justified rate actions. The approval process forin-force premium rate increases and the amount and timing of the rate increases approved vary by state. In certain states, the decision to approve or disapprove a rate increase can take several years. Upon approval, insureds are provided with written notice of the increase and increases are generally applied on the insured’s next policy anniversary date. As a result, the benefits of any rate increase are not fully realized until the implementation cycle is complete and are, therefore, expected to be realized over time. We previously expected the remaining quarterly income benefits of our in-force rate actions, in aggregate, to be lower in 2017 than the levels we experienced in 2016 as the implementation of certain rate increase approvals were largely completed in the third quarter of 2016. However, during 2017, quarterly income benefits of our in-force rate actions have increased sequentially each quarter. We now expect the 2017 income benefits of the in-force rate actions, in aggregate, to be above those recognized in 2016.

The Pennsylvania Insurance Commissioner (the “Commissioner”) previously placed long-term care insurer Penn Treaty in rehabilitation, an intermediate action before insolvency, and subsequently petitioned a state court to convert the rehabilitation into a liquidation. On November 9, 2016, the state court held a hearing on the Commissioner’s petition to convert the rehabilitation into liquidation with no objections. As of December 31, 2016, the liquidation order had not been entered and as a result, we were unable to estimate when or to what extent Penn Treaty would ultimately be declared insolvent, or the amount of the insolvency and we did not establish an accrual for guaranty fund assessments associated with Penn Treaty as of December 31, 2016. However, on March 1, 2017, the Pennsylvania Commonwealth Court approved petitions to liquidate Penn Treaty due to financial difficulties that could not be resolved through rehabilitation. In the first quarter of 2017, we received guaranty fund assessments related to Penn Treaty and recorded an accrual of $21 million.

Life insurance

Results of our life insurance business are impacted primarily by mortality, persistency, investment yields, expenses, reinsurance and statutory reserve requirements, among other factors. As previously disclosed, we suspended sales of our traditional life insurance products on March 7, 2016.

We review our life assumptions at least annually typically in the third or fourth quarter of each year. As part of our annual review of assumptions in the fourth quarter of 2016, we reviewed our assumptions, including interest rate assumptions, with the benefit of updated experience and comparisons to industry experience, where appropriate. As part of this review, we implemented an updated mortality table for our life insurance products.

This updated table improved our mortality rates in younger ages but deteriorated mortality rates in older ages. Mortality levels may deviate each period from historical trends. As a result of the updated assumptions, we recorded $196 million ofafter-tax charges in our universal and term universal life insurance products in the fourth quarter of 2016 primarily reflecting the mortality experience deterioration in older age populations. We have also experienced a higher mortality trend in 2017 as policies have aged. We will continue to regularly review our mortality as well as all of our other assumptions in light of emerging experience and may be required to make further adjustments to our universal and term universal life insurance reserves in the future, which could also impact our loss recognition testing results. In the fourth quarter of 2017, we will perform assumption reviews and complete our loss recognition testing for our universal and term life insurance products. Any further materially adverse changes to our ~~reserves or changes as a result of loss recognition testing~~assumptions, including mortality, may have a materially negative impact on our results of operations, financial condition and business. In connection with the updated assumptions from our 2016 review, we have and continue to expect to record higher DAC amortization and establish higher reserves, which will decrease earnings in future periods.

Between 1999 and 2009, we had a significant increase in term life insurance sales, as compared to 1998 and prior years. As our15-year term life insurance policies written in 1999 and 2000 transition to their post-level guaranteed premium rate period, we have experienced lower persistency compared to our pricing and valuation assumptions. The blocks of business issued since 2000 vary in size as compared to the 1999 and 2000 blocks of business. Accordingly, in the future, as additional10-~~, 15-~~,15- and20-year level premium period blocks enter their post-level guaranteed premium rate period, we may experience volatility in DAC amortization, premiums and mortality experience, which may reduce profitability or create losses in our term life insurance products, in amounts that could be material, if persistency is lower than our original assumptions as it has been on our10- and15-year business written in 1999 and 2000. In 2017, we have experienced higher lapses and accelerated DAC amortization associated with our large15-year and20-year term life insurance blocks entering their post-level guaranteed level premium rate periods. We anticipate this trend will continue, with accompanying higher DAC amortization and lower profitability as larger blocks reach the end of their level premium periods through 2020. As of ~~March 31,~~September 30, 2017, our term life insurance products had a DAC balance of $1.4 billion. We have also taken actions to mitigate potentially unfavorable impacts through the use of reinsurance, particularly for certain term life insurance policies issued between 2001 and 2004.

Fixed annuities

Results of our fixed annuities business are affected primarily by investment performance, interest rate levels, the slope of the interest rate yield curve, net interest spreads, equity market conditions, mortality, persistency, expense and commission levels, and competitor actions. As previously disclosed, we suspended sales of our traditional fixed annuity products on March 7, 2016.

We monitor and change crediting rates on fixed annuities on a regular basis to maintain spreads and targeted returns. However, if interest rates remain at current levels or decrease further, we could see declines in ~~spreads.~~ spreads which impact the margins on our products, particularly our fixed immediate annuity products. Beginning in the second quarter of 2016, our loss recognition testing resulted in a premium deficiency on our fixed immediate annuity products driven by the low interest rate environment. Due to the premium deficiency that existed in 2016 and the current low interest rate environment, we continue to monitor our fixed immediate annuity products more frequently than annually and have recorded additional charges in each quarter of 2017. If interest rates remain at the current levels or increase at a slower pace than we assumed, we could incur additional charges in the future. The impacts of future adverse changes in our assumptions would result in the establishment of additional future policy benefit reserves and would be immediately reflected in net income (loss) if our margin for this block is again reduced below zero. Any favorable variation would result in additional margin but no immediate benefit to income (loss), and would result in higher income recognition over the remaining duration of thein-force block.

For fixed indexed annuities, equity market performance and volatility could also result in additional gains or losses, although associated hedging activities are expected to partially mitigate these impacts.

Segment results of operations

Three Months Ended ~~March 31,~~September 30, 2017 Compared to Three Months Ended ~~March 31,~~September 30, 2016

The following table sets forth the results of operations relating to our U.S. Life Insurance segment for the periods indicated:


	Three months ended March 31,						Increase (decrease) and percentage change					Three months ended September 30,						Increase (decrease) and percentage change
(Amounts in millions)	2017			2016			2017 vs. 2016					2017			2016			2017 vs. 2016
Revenues:
Premiums	$	758		$	436		$	322		74	%	$	748		$	725		$	23		3	%
Net investment income		681			684			(3	)	—	%		683			695			(12	)	(2	)%
Net investment gains (losses)		7			(16	)		23		144	%		27			21			6		29	%
Policy fees and other income		170			177			(7	)	(4	)%		154			175			(21	)	(12	)%

Total revenues		1,616			1,281			335		26	%		1,612			1,616			(4	)	—	%

Benefits and expenses:
Benefits and other changes in policy reserves		1,164			758			406		54	%		1,255			1,556			(301	)	(19	)%
Interest credited		132			144			(12	)	(8	)%		128			140			(12	)	(9	)%
Acquisition and operating expenses, net of deferrals		157			165			(8	)	(5	)%		149			149			—		—	%
Amortization of deferred acquisition costs and intangibles		70			78			(8	)	(10	)%		50			69			(19	)	(28	)%
Interest expense		3			28			(25	)	(89	)%		3			2			1		50	%

Total benefits and expenses		1,526			1,173			353		30	%		1,585			1,916			(331	)	(17	)%

Income from continuing operations before income taxes		90			108			(18	)	(17	)%
Provision for income taxes		32			39			(7	)	(18	)%
Income (loss) from continuing operations before income taxes													27			(300	)		327		109	%
Provision (benefit) for income taxes													10			(106	)		116		109	%

Income from continuing operations		58			69			(11	)	(16	)%
Adjustments to income from continuing operations:
Income (loss) from continuing operations													17			(194	)		211		109	%
Adjustments to income (loss) from continuing operations:
Net investment (gains) losses, net⁽¹⁾		(8	)		11			(19	)	(173	)%		(28	)		(21	)		(7	)	(33	)%
(Gains) losses from life block transactions		—			9			(9	)	(100	)%
Expenses related to restructuring		—			15			(15	)	(100	)%		—			1			(1	)	(100	)%
Taxes on adjustments		3			(13	)		16		123	%		10			7			3		43	%

Adjusted operating income available to Genworth Financial, Inc.'s common stockholders	$	53		$	91		$	(38	)	(42	)%
Adjusted operating loss available to Genworth Financial,Inc.’s common stockholders												$	(1	)	$	(207	)	$	206		100	%

⁽¹⁾	For the three months ended ~~March 31,~~September 30, 2017, ~~and 2016,~~ net investment (gains) losses were adjusted for DAC and other intangible amortization and certain benefit reserves of $(1) ~~million and $(5) million, respectively.~~million.

The following table sets forth adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders for the businesses included in our U.S. Life Insurance segment for the periods indicated:


	Three months ended March 31,				Increase (decrease) and percentage change					Three months ended September 30,						Increase (decrease) and percentage change
(Amounts in millions)	2017		2016		2017 vs. 2016					2017			2016			2017 vs. 2016
Adjusted operating income available to Genworth Financial, Inc.’s common stockholders:
Adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders:
Long-term care insurance	$	14	$	34	$	(20	)	(59	)%	$	(5	)	$	(270	)	$	265		98	%
Life insurance		16		31		(15	)	(48	)%		(9	)		48			(57	)	(119	)%
Fixed annuities		23		26		(3	)	(12	)%		13			15			(2	)	(13	)%

Total adjusted operating income available to Genworth Financial, Inc.’s common stockholders	$	53	$	91	$	(38	)	(42	)%
Total adjusted operating loss available to Genworth Financial, Inc.’s common stockholders										$	(1	)	$	(207	)	$	206		100	%

Adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders

The adjusted operating loss available to Genworth Financial, Inc.’s common stockholders for ourlong-term care insurance decreased $265 million predominantly attributable to higher claim reserves of $283 million as a result of the completion of our annual review of our claim reserves conducted during the third quarter of 2016, partially offset by higher severity on new claims in the current year. The current year also included $8 million of higher premiums and reduced benefits fromin-force rate actions approved and implemented.

Our life insurance business had an adjusted operating loss available to Genworth Financial, Inc.’s common stockholders of $9 million in the current year compared to adjusted operating income available to Genworth Financial, Inc.’s common stockholders of $48 million in the prior year. The change was predominantly attributable to a $15 million net unfavorable model refinement, unfavorable mortality and higher lapses in the current year.

Our fixed annuities business decreased $2 million predominantly from lower investment income, partially offset by lower interest credited in the current year. The prior year included an $8 million unfavorable correction related to state guaranty funds that did not recur.

Revenues

Premiums

Our long-term care insurance business increased $31 million largely from $21 million of increased premiums in the current year fromin-force rate actions approved and implemented.

Our life insurance business decreased $8 million mainly driven by continued runoff of our term life insurance products, including higher lapses primarily from our large15-year and20-year term life insurance blocks entering their post-level guaranteed premium rate periods, partially offset by lower reinsurance ceded in the current year.

Net investment income

Our long-term care insurance business increased $16 million largely from higher average invested assets due to growth of ourin-force block, partially offset by lower reinvestment yields and $4 million of lower income related to inflation-driven volatility on U.S. Government Treasury Inflation Protected Securities (“TIPS”) in the current year.

Our life insurance business decreased $4 million primarily due to a less favorable prepayment speed adjustment on structured securities in the current year.

Our fixed annuities business decreased $24 million largely attributable to lower average invested assets in the current year.

Net investment gains (losses). The increase was driven largely by our long-term care insurance business predominantly from higher net gains from the sale of investment securities in the current year.

Policy fees and other income. The decrease was mostly attributable to our life insurance business primarily as a result of suspending sales of these products on March 7, 2016 and a decline in our term universal and universal life insurancein-force blocks in the current year. The decrease was also driven by an $8 million unfavorable model refinement in the current year.

Benefits and expenses

Benefits and other changes in policy reserves

Our long-term care insurance business decreased $366 million principally from the completion of our annual review of our claim reserves conducted during the third quarter of 2016 which resulted in higher

claim reserves of $435 million, net of reinsurance. The decrease was partially offset by aging and growth of thein-force block, higher severity on new claims and a less favorable impact of $7 million from reduced benefits in the current year related toin-force rate actions approved and implemented.

Our life insurance business increased $64 million primarily attributable to a $30 million unfavorable model refinement, unfavorable mortality and higher universal life insurance reserves in the current year reflecting our previously updated assumptions from the fourth quarter of 2016.

Our fixed annuities business increased $1 million as $3 million of higher reserves from loss recognition testing in our fixed immediate annuity products were mostly offset by lower interest credited in the current year.

Interest credited. Interest credited decreased mostly driven by our fixed annuities business predominantly from lower average account values in the current year.

Acquisition and operating expenses, net of deferrals

Our life insurance business increased $5 million primarily from lower deferrals due to block runoff, partially offset by lower operating expenses in the current year attributable to the suspension of sales on March 7, 2016.

Our fixed annuities business decreased $8 million largely attributable to a $12 million unfavorable correction related to state guaranty funds in the prior year that did not recur.

Amortization of deferred acquisition costs and intangibles.The decrease in amortization of DAC and intangibles was primarily related to our life insurance business principally as a result of a net $15 million favorable model refinement in the current year. The decrease was partially offset by higher amortization in our term universal life insurance product reflecting previously updated lapse assumptions. In the current year, we have also experienced higher lapses and accelerated DAC amortization associated with our large15-year and20-year term life insurance blocks entering their post-level guaranteed level premium rate periods.

Provision for income taxes. The effective tax rate was 35.3% for the three months ended September 30, 2017 and 2016.

Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016

The following table sets forth the results of operations relating to our U.S. Life Insurance segment for the periods indicated:


	Nine months ended September 30,						Increase (decrease) and percentage change
(Amounts in millions)	2017			2016			2017 vs. 2016
Revenues:
Premiums	$	2,242		$	1,917		$	325		17	%
Net investment income		2,058			2,049			9		—	%
Net investment gains (losses)		91			119			(28	)	(24	)%
Policy fees and other income		494			532			(38	)	(7	)%

Total revenues		4,885			4,617			268		6	%

Benefits and expenses:
Benefits and other changes in policy reserves		3,582			3,403			179		5	%
Interest credited		389			427			(38	)	(9	)%
Acquisition and operating expenses, net of deferrals		450			513			(63	)	(12	)%
Amortization of deferred acquisition costs and intangibles		221			231			(10	)	(4	)%
Interest expense		9			35			(26	)	(74	)%

Total benefits and expenses		4,651			4,609			42		1	%

Income from continuing operations before income taxes		234			8			226		NM	⁽¹⁾
Provision for income taxes		83			3			80		NM	⁽¹⁾

Income from continuing operations		151			5			146		NM	⁽¹⁾
Adjustments to income from continuing operations:
Net investment (gains) losses, net⁽²⁾		(93	)		(129	)		36		28	%
(Gains) losses from life block transactions		—			9			(9	)	(100	)%
Expenses related to restructuring		—			19			(19	)	(100	)%
(Gains) losses on sale of businesses		—			(1	)		1		100	%
Taxes on adjustments		33			36			(3	)	(8	)%

Adjusted operating income (loss) available to Genworth Financial,Inc.’s common stockholders	$	91		$	(61	)	$	152		NM	⁽¹⁾

⁽¹⁾	We define “NM” as not meaningful for increases or decreases greater than 200%.

⁽²⁾	For the nine months ended September 30, 2017 and 2016, net investment (gains) losses were adjusted for DAC and other intangible amortization and certain benefit reserves of $(2) million and $(10) million, respectively.


	Nine months ended September 30,					Increase (decrease) and percentage change
(Amounts in millions)	2017		2016			2017 vs. 2016
Adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders:
Long-term care insurance	$	42	$	(199	)	$	241		121	%
Life insurance		6		110			(104	)	(95	)%
Fixed annuities		43		28			15		54	%

Total adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders	$	91	$	(61	)	$	152		NM	⁽¹⁾

⁽¹⁾	We define “NM” as not meaningful for increases or decreases greater than 200%.

Adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders

Our long-term care insurance business ~~decreased $20~~had adjusted operating income available to Genworth Financial, Inc.’s common stockholders of $42 million ~~primarily~~in the current year compared to an adjusted operating loss available to Genworth Financial, Inc.’s common stockholders of $199 million in the prior year. The change was predominantly attributable to higher claim reserves of $283 million as a result of the completion of our annual review of our claim reserves conducted during the third quarter of 2016. The increase was also attributable to $44 million of unfavorable adjustments which included refinements to the calculations of reserves in the prior year that did not recur and higher incremental premiums and reduced benefits of $18 million fromin-force rate actions approved and implemented. These increases were partially offset by higher severity on new claims and ~~$14 million of guaranty fund assessments in connection with the Penn Treaty liquidation, partially offset by favorable claim terminations and benefit utilization. We also had~~higher incremental reserves of ~~$10~~$42 million recorded in connection with an accrual for profits followed by losses as a result of higher profitability driven by ~~the~~ favorable claim ~~terminations. There were also higher incremental premiums and reduced benefits of $7 million~~terminations in the current ~~year from in-force rate actions approved and implemented.~~year.

Our life insurance business decreased $104 million predominantly from a $20 million net unfavorable term conversion mortality assumption correction, unfavorable mortality and a $15 million ~~principally from~~net unfavorable model refinement in the current year. The decrease was also attributable to higher reserves in the current year reflecting ~~the~~previously updated assumptions from the fourth quarter of ~~2016 and unfavorable mortality,~~2016. These decreases were partially offset by lower financing ~~costs. The prior year included a favorable prepayment speed adjustment on structured securities that did not recur.~~costs in the current year.

Our fixed annuities business ~~decreased $3~~increased $15 million predominantly from ~~lower investment income and higher reserves~~an $8 million unfavorable correction related to ~~loss recognition testing, partially offset~~state guaranty funds and a $7 million net unfavorable impact from the recapture of certain life-contingent products by ~~favorable mortality and lower operating expenses~~a third-party in the ~~current year.~~prior year that did not recur.

Revenues

Premiums

Our long-term care insurance business increased ~~$16~~$34 million largely from ~~$25~~$71 million of increased premiums in the current year fromin-force rate actions approved and implemented, partially offset by policy terminations in the current year.

Our life insurance business increased ~~$309~~$294 million mainly attributable to the impact of a reinsurance treaty under which we initially ceded $326 million of certain term life insurance premiums as part of a life block transaction in the first quarter of 2016, partially offset by the continued runoff of our term life insurance products in the current year.

~~Our fixed annuities business decreased $3 million principally from suspending sales of our life-contingent products on March 7, 2016.~~

Net investment income

Our long-term care insurance business increased ~~$27~~$68 million largely from higher average invested assets due to growth of ourin-force block, ~~and $8 million of higher income related to inflation-driven volatility on U.S. Government Treasury Protected Securities (“TIPS”) in the current year. These increases were~~ partially offset by lower yields in the current ~~year and a $5 million favorable prepayment speed adjustment on structured securities in the prior year that did not recur.~~

~~Our life insurance business decreased $8 million from a favorable prepayment speed adjustment on structured securities in the prior year that did not recur.~~year.

Our fixed annuities business decreased ~~$22~~$56 million largely due to lower average invested assets in the current year.

Net investment gains (losses).

Net investment gains in our long-term care insurance business decreased $90 million primarily related to net gains of $130 million from the sale of TIPS in the prior year that did not recur and lower derivative gains in the current ~~year were predominantly related to~~year.

Net investment gains in our life insurance business increased $10 million largely from higher net gains from the sale of investment securities and lower impairments in the current year.

Our fixed annuities business had net investment gains of $6 million in the current year compared to net investment losses of $46 million in the prior year. Net investment gains in the current year resulted from derivative gains and net gains from the sale of investment securities, partially offset by losses on embedded derivatives related to our ~~long-term care insurance business.~~fixed indexed annuities. Net investment losses in the prior year ~~were principally~~ related to impairments, losses on embedded derivatives related to our fixed indexed annuities and net losses from the sale of investment securities, ~~impairments and~~partially offset by derivative ~~losses in our fixed annuities business.~~

gains.

Policy fees and other income. The decrease was mostly attributable to our life insurance business primarily as a result of suspending sales of these products on March 7, 2016 and a decline in our term universal and universal life insurancein-force blocks in the current year. The decrease was also related to an $8 million unfavorable model refinement in the current year.

Benefits and expenses

Benefits and other changes in policy reserves

Our long-term care insurance business ~~increased $59~~decreased $292 million ~~mainly~~principally from the completion of our annual review of our claim reserves conducted during the third quarter of 2016 which resulted in higher claim reserves of $435 million, net of reinsurance. The decrease was also attributable to $68 million of unfavorable adjustments which included refinements to the calculations of reserves in the prior year that did not recur and favorable claim terminations in the current year. These decreases were partially offset by aging and growth of thein-force block, ~~and~~ higher severity on new claims, ~~in the current year. The increase was also attributable to a $14 million less favorable impact from reduced benefits related to in-force rate actions approved and implemented and~~higher incremental reserves of ~~$15~~$64 million recorded in connection with an accrual for profits followed by losses and a $38 million less favorable impact from reduced benefits in the current ~~year. These increases were partially offset by favorable claim terminations~~year related toin-force rate actions approved and ~~benefit utilization in the current year.~~implemented.

Our life insurance business increased ~~$348~~$429 million principally related to the impact of a reinsurance treaty under which we initially ceded $331 million of certain term life insurance reserves as part of a life block transaction in the first quarter of 2016. The increase was also attributable to higher universal and term universal life insurance reserves reflecting our previously updated assumptions from the fourth quarter of 2016 and unfavorable mortality in the current year. The current year also included a $30 million unfavorable model refinement.

Our fixed annuities business ~~decreased $1~~increased $42 million ~~primarily from~~largely attributable to $45 million of lower ~~interest credited, lower production~~assumed reinsurance in connection with the recapture of certain life-contingent products asby a ~~result of suspending sales of these products on March 7, 2016 and favorable mortality~~third party in the ~~current year. These decreases were mostly~~prior year that did not recur, partially offset by ~~an increase in reserves of $6 million related to loss recognition testing in our fixed immediate annuity products~~favorable mortality in the current year.

Interest credited. Interest credited decreased driven mostly by our fixed annuities business predominantly from lower average account values and a decrease in crediting rates in the current year.

Acquisition and operating expenses, net of deferrals

Our long-term care insurance business increased ~~$17~~$24 million ~~principally~~ from ~~$21 million of~~ guaranty fund assessments in connection with the Penn Treaty liquidation in the current year. ~~This increase was partially offset by a $3 million restructuring charge and a $3 million write-off of a receivable associated with a disputed reinsurance claim in the prior year that did not recur.~~

Our life insurance business decreased ~~$18~~$19 million primarily from lower operating expenses attributable to the suspension of sales on March 7, 2016. The decrease was also attributable to ~~a $5~~$7 million of restructuring ~~charge~~charges and expenses of $5 million associated with the life block transaction in the ~~first quarter of 2016~~prior year that did not recur.

Our fixed annuities business decreased $7$68 million largely attributable to a $55 million payment in connection with the recapture of certain life-contingent products by a third party in the prior year that did not recur and lower operating expenses as a result of the suspension of sales on March 7, ~~2016 and a $4 million restructuring charge in the~~2016. The prior year ~~that did not recur.~~included an unfavorable correction of $12 million related to state guaranty funds.

Amortization of deferred acquisition costs and intangibles

Our long-term care insurance business decreased $3$8 million principally from a smallerin-force block in the current year as a result of lower sales.

Our life insurance business ~~decreased $4~~increased $17 million largely related to a $41 million unfavorable term conversion mortality assumption correction and higher amortization in our term universal life insurance product reflecting previously updated lapse assumptions, ~~from~~partially offset by a net $15 million favorable model refinement and an $11 million refinement related to reinsurance rates in the ~~fourth quarter~~current year.

Our fixed annuities business decreased $19 million predominantly related to thewrite-off of ~~2016 and the write-off of $3 million of computer software~~DAC in connection with ~~a restructuring charge~~loss recognition testing in our fixed immediate annuity products of $14 million in the prior year that did not recur.

Interest expense. Interest expense decreased driven by our life insurance business principally as a result of the life block transaction in the first quarter of 2016 which included the redemption of certainnon-recourse funding obligations and thewrite-off of $9 million of deferred borrowing costs associated with ournon-recourse funding obligations as well as the restructuring of a captive reinsurance entity.

Provision for income taxes. The effective tax rate was 35.3% for the ~~three~~nine months ended ~~March 31,~~September 30, 2017 and 2016.

U.S. Life Insurance selected operating performance measures

Long-term care insurance

The following table sets forth selected operating performance measures regarding our long-term care insurance business as of or for the dates indicated:


	Three months ended March 31,						Increase (decrease) and percentage change					Three months ended September 30,						Increase (decrease) and percentage change					Nine months ended September 30,						Increase (decrease) and percentage change
(Amounts in millions)	2017			2016			2017 vs. 2016					2017			2016			2017 vs. 2016					2017			2016			2017 vs. 2016
Net earned premiums:
Individual long-term care insurance	$	606		$	591		$	15		3	%	$	613		$	591		$	22		4	%	$	1,815		$	1,792		$	23		1	%
Group long-term care insurance		28			27			1		4	%		28			19			9		47	%		83			72			11		15	%

Total	$	634		$	618		$	16		3	%	$	641		$	610		$	31		5	%	$	1,898		$	1,864		$	34		2	%

Annualized first-year premiums and deposits:
Individual long-term care insurance	$	2		$	5		$	(3	)	(60	)%	$	2		$	2		$	—		—	%	$	6		$	11		$	(5	)	(45	)%
Group long-term care insurance		1			2			(1	)	(50	)%		1			3			(2	)	(67	)%		3			7			(4	)	(57	)%

Annualized first-year premiums and deposits	$	3		$	7		$	(4	)	(57	)%
Total												$	3		$	5		$	(2	)	(40	)%	$	9		$	18		$	(9	)	(50	)%

Loss ratio		72	%		68	%		4	%				79	%		146	%		(67	)%				74	%		94	%		(20	)%

The loss ratio is the ratio of benefits and other changes in reserves less tabular interest on reserves less loss adjustment expenses to net earned premiums.

Net earned premiums increased for the three months ended September 30, 2017 mostly from ~~$25~~$21 million of increased premiums in the current year fromin-force rate actions approved and implemented. Net earned premiums increased for the nine months ended September 30, 2017 mostly from $71 million of increased premiums in the current year fromin-force rate actions approved and implemented, partially offset by policy terminations in the current year.

Annualized first-year premiums and deposits decreased principally from lower sales due to our current ratings.

The loss ratio ~~increased~~decreased for the three and nine months ended September 30, 2017 largely related to the ~~increase~~decrease in benefits and other changes in reserves ~~partially offset by higher~~and the increase in premiums as discussed above.

Life insurance

The following ~~table sets~~tables set forth selected operating performance measures regarding our life insurance business as of or for the dates indicated:


	Three months ended March 31,					Increase (decrease) and percentage change					Three months ended September 30,				Increase (decrease) and percentage change					Nine months ended September 30,				Increase (decrease) and percentage change
(Amounts in millions)	2017		2016			2017 vs. 2016					2017		2016		2017 vs. 2016					2017		2016		2017 vs. 2016
Term and whole life insurance
Net earned premiums	$	124	$	(185	)	$	309		167	%	$	107	$	115	$	(8	)	(7	)%	$	344	$	50	$	294		NM	⁽¹⁾
Sales		—		5			(5	)	(100	)%		—		—		—		—	%		—		7		(7	)	(100	)%
Life insurance in-force, net of reinsurance		201,217		228,958			(27,741	)	(12	)%
Life insurance in-force before reinsurance		481,872		506,572			(24,700	)	(5	)%
Term universal life insurance
Net deposits	$	62	$	64		$	(2	)	(3	)%	$	59	$	62	$	(3	)	(5	)%	$	184	$	191	$	(7	)	(4	)%
Life insurance in-force, net of reinsurance		121,101		124,265			(3,164	)	(3	)%
Life insurance in-force before reinsurance		121,985		125,189			(3,204	)	(3	)%
Universal life insurance
Net deposits	$	88	$	111		$	(23	)	(21	)%	$	81	$	86	$	(5	)	(6	)%	$	250	$	297	$	(47	)	(16	)%
Sales:
Universal life insurance		1		2			(1	)	(50	)%		1		1		—		—	%		2		4		(2	)	(50	)%
Linked-benefits		—		2			(2	)	(100	)%		—		—		—		—	%		—		3		(3	)	(100	)%
Life insurance in-force, net of reinsurance		38,323		39,888			(1,565	)	(4	)%
Life insurance in-force before reinsurance		43,905		45,945			(2,040	)	(4	)%
Total life insurance
Net earned premiums and deposits	$	274	$	(10	)	$	284		NM	⁽¹⁾	$	247	$	263	$	(16	)	(6	)%	$	778	$	538	$	240		45	%
Sales:
Term life insurance		—		5			(5	)	(100	)%		—		—		—		—	%		—		7		(7	)	(100	)%
Universal life insurance		1		2			(1	)	(50	)%		1		1		—		—	%		2		4		(2	)	(50	)%
Linked-benefits		—		2			(2	)	(100	)%		—		—		—		—	%		—		3		(3	)	(100	)%
Life insurance in-force, net of reinsurance		360,641		393,111			(32,470	)	(8	)%
Life insurance in-force before reinsurance		647,762		677,706			(29,944	)	(4	)%

⁽¹⁾	We define “NM” as not meaningful for increases or decreases greater than 200%.


	As of September 30,				Percentagechange
(Amounts in millions)	2017		2016		2017 vs. 2016
Term and whole life insurance
Life insurancein-force, net of reinsurance	$	196,872	$	204,549		(4	)%
Life insurancein-force before reinsurance		467,821		494,642		(5	)%
Term universal life insurance
Life insurancein-force, net of reinsurance	$	119,442	$	123,770		(3	)%
Life insurancein-force before reinsurance		120,291		124,670		(4	)%
Universal life insurance
Life insurancein-force, net of reinsurance	$	37,335	$	40,237		(7	)%
Life insurancein-force before reinsurance		42,726		46,038		(7	)%
Total life insurance
Life insurancein-force, net of reinsurance	$	353,649	$	368,556		(4	)%
Life insurancein-force before reinsurance		630,838		665,350		(5	)%

Term and whole life insurance

Net earned premiums decreased during the three months ended September 30, 2017 primarily from continued runoff of our term life insurance products, including higher lapses primarily from our large15-year and20-year term life insurance blocks entering their post-level guaranteed premium rate periods, partially offset by lower reinsurance ceded in the current year.

Net earned premiums increased during the nine months ended September 30, 2017 primarily related to the impact of a reinsurance treaty ~~whereby~~under which we initially ceded $326 million of certain term life insurance

premiums as part of a life block transaction in the first quarter of 2016, partially offset by the continued runoff of our term life insurance products in the current year.

Sales of our term life insurance ~~product~~products decreased ~~predominantly related to~~from the suspension of sales of our traditional life insurance products on March 7, 2016. While we no longer solicit sales of these products, we continue to service our existing block of business.

Term universal life insurance

We no longer solicit sales of term universal life insurance products; however, we continue to service our existing block of business.

Universal life insurance

Net deposits of our universal life insurance products decreased ~~primarily~~ from the suspension of sales of our traditional life insurance products on March 7, 2016. While we no longer solicit sales of these products, we continue to service our existing block of business.

Fixed annuities

The following table sets forth selected operating performance measures regarding our fixed annuities as of or for the dates indicated:


	As of or for the three months ended March 31,						As of or for the three months ended September 30,						As of or for the nine months ended September 30,
(Amounts in millions)	2017			2016			2017			2016			2017			2016
Single Premium Deferred Annuities
Account value, beginning of period	$	11,806		$	12,480		$	11,321		$	12,191		$	11,806		$	12,480
Deposits		2			162			3			3			7			175
Surrenders, benefits and product charges		(305	)		(314	)		(383	)		(270	)		(1,031	)		(879	)

Net flows		(303	)		(152	)		(380	)		(267	)		(1,024	)		(704	)
Interest credited and investment performance		82			69			79			86			238			234

Account value, end of period	$	11,585		$	12,397		$	11,020		$	12,010		$	11,020		$	12,010

Single Premium Immediate Annuities
Account value, beginning of period	$	4,853		$	5,180		$	4,752		$	5,198		$	4,853		$	5,180
Premiums and deposits		21			26			24			25			64			75
Surrenders, benefits and product charges		(175	)		(193	)		(151	)		(173	)		(474	)		(572	)

Net flows		(154	)		(167	)		(127	)		(148	)		(410	)		(497	)
Interest credited		54			59			52			56			159			173
Effect of accumulated net unrealized investment gains (losses)		28			91			9			23			84			273

Account value, end of period	$	4,781		$	5,163		$	4,686		$	5,129		$	4,686		$	5,129

Structured Settlements
Account value, net of reinsurance, beginning of period	$	1,061		$	1,066		$	1,055		$	1,061		$	1,061		$	1,066
Surrenders, benefits and product charges		(16	)		(15	)		(17	)		(11	)		(51	)		(44	)

Net flows		(16	)		(15	)		(17	)		(11	)		(51	)		(44	)
Interest credited		14			14			14			14			42			42

Account value, net of reinsurance, end of period	$	1,059		$	1,065		$	1,052		$	1,064		$	1,052		$	1,064

Total premiums from fixed annuities	$	—		$	3		$	—		$	—		$	—		$	3

Total deposits from fixed annuities	$	23		$	185		$	27		$	28		$	71		$	247

We no longer solicit sales of our traditional fixed annuity products; however, we continue to service our existing block of business.

Single Premium Deferred Annuities

Account value of our single premium deferred annuities decreased as surrenders and benefits outpaced ~~deposits and~~ interest credited. Deposits decreased primarily related to the suspension of sales of our traditional fixed annuity products on March 7, 2016. ~~While we no longer solicit sales of these products, we continue to service our existing block of business.~~

Single Premium Immediate Annuities

Account value of our single premium immediate annuities decreased as benefits exceeded interest credited, net unrealized investment gains and premiums. Sales decreased predominantly related to the suspension of sales of our traditional fixed annuity products on March 7, 2016. ~~While we no longer solicit sales of these products, we continue to service our existing block of business.~~

~~Structured Settlements~~

~~We no longer solicit sales of structured settlements; however, we continue to service our existing block of business.~~

Runoff segment

Trends and conditions

Results of our Runoff segment are affected primarily by investment performance, interest rate levels, net interest spreads, equity market conditions, mortality, policyholder loan activity, policyholder surrenders and scheduled maturities. In addition, the results of our Runoff segment can significantly impact our operating performance, regulatory capital requirements, distributable earnings and liquidity.

We discontinued sales of our individual and group variable annuities in 2011; however, we continue to service our existing blocks of variable annuity business and accept additional deposits on existing contracts. Equity market volatility has caused fluctuations in the results of our variable annuity products and regulatory capital requirements. In the future, equity and interest rate market performance and volatility could result in additional gains or losses in our variable annuity products although associated hedging activities are expected to partially mitigate these impacts. Volatility in the results of our variable annuity products can result in favorable or unfavorable impacts on earnings and statutory capital. In addition to the use of hedging activities to help mitigate impacts related to equity market volatility and interest rate risks, in the future, we may consider reinsurance opportunities to further mitigate volatility in results and manage capital.

The results of our institutional products are impacted by scheduled maturities of the liabilities, credit and interest income performance on assets, as well as liquidity levels. However, we believe our liquidity planning and our asset-liability management will mitigate this risk. While we do not actively sell institutional products, we may periodically issue funding agreements for asset-liability matching purposes.

Several factors may impact the time period for these products to runoff including the specific policy types, economic conditions and management strategies.

Segment results of operations

Three Months Ended ~~March 31,~~September 30, 2017 Compared to Three Months Ended ~~March 31,~~September 30, 2016

The following table sets forth the results of operations relating to our Runoff segment for the periods indicated:


	Three months ended March 31,						Increase (decrease) and percentage change					Three months ended September 30,						Increase (decrease) and percentage change
(Amounts in millions)	2017			2016			2017 vs. 2016					2017			2016			2017 vs. 2016
Revenues:
Net investment income	$	38		$	35		$	3		9	%	$	40		$	37		$	3		8	%
Net investment gains (losses)		8			(8	)		16		200	%		9			4			5		125	%
Policy fees and other income		41			42			(1	)	(2	)%		41			43			(2	)	(5	)%

Total revenues		87			69			18		26	%		90			84			6		7	%

Benefits and expenses:
Benefits and other changes in policy reserves		4			15			(11	)	(73	)%		5			2			3		150	%
Interest credited		35			33			2		6	%		36			33			3		9	%
Acquisition and operating expenses, net of deferrals		15			16			(1	)	(6	)%		16			20			(4	)	(20	)%
Amortization of deferred acquisition costs and intangibles		6			6			—		—	%		7			7			—		—	%
Interest expense													—			1			(1	)	(100	)%

Total benefits and expenses		60			70			(10	)	(14	)%		64			63			1		2	%

Income (loss) from continuing operations before income taxes		27			(1	)		28		NM	⁽¹⁾
Provision (benefit) for income taxes		8			(2	)		10		NM	⁽¹⁾
Income from continuing operations before income taxes													26			21			5		24	%
Provision for income taxes													8			6			2		33	%

Income from continuing operations		19			1			18		NM	⁽¹⁾		18			15			3		20	%
Adjustments to income from continuing operations:
Net investment (gains) losses, net⁽²⁾		(7	)		4			(11	)	NM	⁽¹⁾
Net investment (gains) losses, net⁽¹⁾													(8	)		(4	)		(4	)	(100	)%
Taxes on adjustments		2			(1	)		3		NM	⁽¹⁾		3			1			2		200	%

Adjusted operating income available to Genworth Financial, Inc.'s common stockholders	$	14		$	4		$	10		NM	⁽¹⁾
Adjusted operating income available to Genworth Financial, Inc.’scommon stockholders												$	13		$	12		$	1		8	%

⁽¹⁾	For the three months ended September 30, 2017, net investment (gains) losses were adjusted for DAC and other intangible amortization and certain benefit reserves of $1 million.

Adjusted operating income available to Genworth Financial, Inc.’s common stockholders

Adjusted operating income available to Genworth Financial, Inc.’s common stockholdersincreased slightly as lower operating expenses were mostly offset by higher tax expenses in the current year.

Revenues

Net investment gains increased predominantly from higher derivative gains and lower net losses from the sale of investment securities, partially offset by lower gains on embedded derivatives associated with our variable annuity products with guaranteed minimum withdrawal benefits (“GMWBs”) in the current year.

Benefits and expenses

Acquisition and operating expenses, net of deferrals, decreased mostly from lower state guaranty fund assessments in the current year.

Provision for income taxes. The effective tax rate increased to 30.7% for the three months ended September 30, 2017 from 29.1% for the three months ended September 30, 2016. The increase in the effective tax rate is primarily attributable to changes in tax favored investments in relation topre-tax results in the current year compared to the prior year.

Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016

The following table sets forth the results of operations relating to our Runoff segment for the periods indicated:


	Nine months ended September 30,						Increase (decrease) and percentage change
(Amounts in millions)	2017			2016			2017 vs. 2016
Revenues:
Net investment income	$	119		$	108		$	11		10	%
Net investment gains (losses)		24			(17	)		41		NM	⁽¹⁾
Policy fees and other income		123			127			(4	)	(3	)%

Total revenues		266			218			48		22	%

Benefits and expenses:
Benefits and other changes in policy reserves		18			26			(8	)	(31	)%
Interest credited		105			96			9		9	%
Acquisition and operating expenses, net of deferrals		47			54			(7	)	(13	)%
Amortization of deferred acquisition costs and intangibles		20			25			(5	)	(20	)%
Interest expense		1			1			—		—	%

Total benefits and expenses		191			202			(11	)	(5	)%

Income from continuing operations before income taxes		75			16			59		NM	⁽¹⁾
Provision for income taxes		23			2			21		NM	⁽¹⁾

Income from continuing operations		52			14			38		NM	⁽¹⁾
Adjustments to income from continuing operations:
Net investment (gains) losses, net⁽²⁾		(22	)		12			(34	)	NM	⁽¹⁾
Taxes on adjustments		8			(4	)		12		NM	⁽¹⁾

Adjusted operating income available to Genworth Financial, Inc.’scommon stockholders	$	38		$	22		$	16		73	%

⁽¹⁾	We define “NM” as not meaningful for increases or decreases greater than 200%.

⁽²⁾	For the ~~three~~nine months ended ~~March 31,~~September 30, 2017 and 2016, net investment (gains) losses were adjusted for DAC and other intangible amortization and certain benefit reserves of $1$2 million and ~~$(4)~~$(5) million, respectively.

Adjusted operating income available to Genworth Financial, Inc.’s common stockholders

Adjusted operating income available to Genworth Financial, Inc.’s common stockholders increased primarily driven by favorable equity market performance in the current year.

Revenues

Net investment income increased mainly driven by higher policy loan income in our corporate-owned life insurance products in the current year.

Net investment gains in the current year were primarily related to gains on embedded derivatives associated with our variable annuity products with ~~guaranteed minimum withdrawal benefits (“GMWBs”),~~GMWBs, partially offset by derivative losses. Net investment losses in the prior year were largely related to losses on embedded derivatives associated with our variable annuity products with GMWBs, partially offset by net gains from the sale of investment securities and derivative ~~gains and changes in hedge positions in the prior year.~~gains.

Benefits and expenses

Benefits and other changes in policy reserves decreased primarily attributable to ~~a decline in~~lower GMDB reserves in our variable annuity products due to favorable equity market performance in the current year.

Interest credited increased largely related to higher cash values in our corporate-owned life insurance products in the current year.

Acquisition and operating expenses, net of deferrals, decreased largely driven by lower state guaranty fund assessments in the current year.

Amortization of DAC and intangibles decreased related to our variable annuity products principally from favorable equity market performance in the current year.

Provision ~~(benefit)~~ for income ~~taxes~~taxes.. The effective tax rate ~~decreased~~increased to ~~30.8%~~30.4% for the ~~three~~nine months ended ~~March 31,~~September 30, 2017 from ~~151.6%~~12.1% for the ~~three~~nine months ended ~~March 31,~~September 30, 2016. The ~~decrease~~increase in the effective tax rate iswas primarily attributable to ~~changes in~~ tax favored ~~investment benefits~~investments in relation topre-tax results in the current year compared to the prior year.

Runoff selected operating performance measures

Variable annuity and variable life insurance products

The following table sets forth selected operating performance measures regarding our variable annuity and variable life insurance products as of or for the dates indicated:


	As of or for the three months ended March 31,						As of or for the three months ended September 30,						As of or for the nine months ended September 30,
(Amounts in millions)	2017			2016			2017			2016			2017			2016
Variable Annuities—Income Distribution Series⁽¹⁾
Account value, beginning of period	$	4,581		$	4,942		$	4,526		$	4,849		$	4,581		$	4,942
Deposits		4			6			5			6			13			17
Surrenders, benefits and product charges		(155	)		(139	)		(132	)		(151	)		(425	)		(431	)

Net flows		(151	)		(133	)		(127	)		(145	)		(412	)		(414	)
Interest credited and investment performance		130			79			98			90			328			266

Account value, end of period	$	4,560		$	4,888		$	4,497		$	4,794		$	4,497		$	4,794

Traditional Variable Annuities
Account value, net of reinsurance, beginning of period	$	1,167		$	1,241		$	1,149		$	1,177		$	1,167		$	1,241
Deposits		3			1			2			2			6			6
Surrenders, benefits and product charges		(60	)		(53	)		(52	)		(47	)		(162	)		(154	)

Net flows		(57	)		(52	)		(50	)		(45	)		(156	)		(148	)
Interest credited and investment performance		52			11			41			49			129			88

Account value, net of reinsurance, end of period	$	1,162		$	1,200		$	1,140		$	1,181		$	1,140		$	1,181

Variable Life Insurance
Account value, beginning of period	$	283		$	291		$	295		$	283		$	283		$	291
Deposits		2			2			1			1			5			5
Surrenders, benefits and product charges		(9	)		(10	)		(10	)		(7	)		(27	)		(24	)

Net flows		(7	)		(8	)		(9	)		(6	)		(22	)		(19	)
Interest credited and investment performance		15			—			10			8			35			13

Account value, end of period	$	291		$	283		$	296		$	285		$	296		$	285

⁽¹⁾

The Income Distribution Series products are comprised of our deferred and immediate variable annuity products, including those variable annuity products with rider options that provide guaranteed income benefits, including GMWBs and certain types of guaranteed annuitization benefits. These products do not include fixed single premium immediate annuities or deferred annuities, which may also serve income distribution needs.

We no longer solicit sales of our variable annuity or variable life insurance products; however, we continue to service our existing blocks of business and accept additional deposits on existing contracts and policies.

Variable Annuities—Income Distribution Series

Account value related to our Income Distribution Series products decreased compared to June 30, 2017 and December 31, 2016 primarily related to surrenders outpacing favorable equity market performance. ~~We no longer solicit sales of our variable annuities; however, we continue to service our existing block of business and accept additional deposits on existing contracts.~~

Traditional Variable Annuities

In our traditional variable annuities, the decrease in account values compared to June 30, 2017 and December 31, 2016 was primarily the result of surrenders outpacing favorable equity market performance. ~~We no longer solicit sales of our variable annuities; however, we continue to service our existing block of business and accept additional deposits on existing contracts.~~

~~Variable Life Insurance~~

~~We no longer solicit sales of variable life insurance; however, we continue to service our existing block of business.~~

Institutional products

The following table sets forth selected operating performance measures regarding our institutional products as of or for the dates indicated:


	As of or for the three months ended March 31,						As of or for the three months ended September 30,						As of or for the nine months ended September 30,
(Amounts in millions)	2017			2016			2017			2016			2017			2016
GICs, FABNs and Funding Agreements
Account value, beginning of period	$	560		$	410		$	460		$	561		$	560		$	410
Deposits		—			150			—			—			—			150
Surrenders and benefits		(2	)		(1	)		(102	)		(2	)		(206	)		(4	)

Net flows		(2	)		149			(102	)		(2	)		(206	)		146
Interest credited		2			2			2			2			6			5

Account value, end of period	$	560		$	561		$	360		$	561		$	360		$	561

Account value related to our institutional products ~~remained unchanged~~decreased compared to June 30, 2017 and December 31, ~~2016.~~2016 mainly attributable to scheduled maturities of certain products in the current year. Deposits in the prior year related to funding agreements for asset-liability management and yield enhancement.

Corporate and Other Activities

Results of operations

Three Months Ended ~~March 31,~~September 30, 2017 Compared to Three Months Ended ~~March 31,~~September 30, 2016

The following table sets forth the results of operations relating to Corporate and Other activities for the periods indicated:


	Three months ended March 31,						Increase (decrease) and percentage change					Three months ended September 30,						Increase (decrease) and percentage change
(Amounts in millions)	2017			2016			2017 vs. 2016					2017			2016			2017 vs. 2016
Revenues:
Premiums	$	2		$	6		$	(4	)	(67	)%	$	3		$	2		$	1		50	%
Net investment income		1			2			(1	)	(50	)%		4			1			3		NM	⁽¹⁾
Net investment gains (losses)		(12	)		(14	)		2		14	%		(7	)		(9	)		2		22	%
Policy fees and other income		(1	)		1			(2	)	(200	)%		1			(1	)		2		200	%

Total revenues		(10	)		(5	)		(5	)	(100	)%		1			(7	)		8		114	%

Benefits and expenses:
Benefits and other changes in policy reserves		1			2			(1	)	(50	)%		2			1			1		100	%
Acquisition and operating expenses, net of deferrals		14			137			(123	)	(90	)%		19			11			8		73	%
Amortization of deferred acquisition costs and intangibles													2			1			1		100	%
Interest expense		53			70			(17	)	(24	)%		63			67			(4	)	(6	)%

Total benefits and expenses		68			209			(141	)	(67	)%		86			80			6		8	%

Loss from continuing operations before income taxes		(78	)		(214	)		136		64	%		(85	)		(87	)		2		2	%
Benefit for income taxes		(23	)		(96	)		73		76	%
Provision (benefit) for income taxes													(23	)		246			(269	)	(109	)%

Loss from continuing operations		(55	)		(118	)		63		53	%		(62	)		(333	)		271		81	%
Adjustments to loss from continuing operations:
Net investment (gains) losses		12			14			(2	)	(14	)%		7			9			(2	)	(22	)%
(Gains) losses on sale of businesses		—			7			(7	)	(100	)%
(Gains) losses on early extinguishment of debt		—			16			(16	)	(100	)%
Expenses related to restructuring		1			—			1		NM	⁽¹⁾
Fees associated with bond consent solicitation		—			18			(18	)	(100	)%
Taxes on adjustments		(4	)		(42	)		38		90	%		(3	)		(3	)		—		—	%

Adjusted operating loss available to Genworth Financial, Inc.'s common stockholders	$	(46	)	$	(105	)	$	59		56	%
Adjusted operating loss available to Genworth Financial, Inc.’s common stockholders												$	(58	)	$	(327	)	$	269		82	%

⁽¹⁾	We define “NM” as not meaningful for increases or decreases greater than 200%.

Adjusted operating loss available to Genworth Financial, Inc.’s common stockholders

The adjusted operating loss available to Genworth Financial, Inc.’s common stockholders decreased primarily related to tax charges of $265 million in the prior year that did not recur and lower interest expense in the current year, partially offset by unfavorable tax charges related to prior period tax returns recorded in the third quarter of 2017.

Revenues

Net investment income increased primarily related to higher yields in the current year.

The decrease in net investment losses was primarily related to lower losses from derivatives in the current year.

Benefits and expenses

Acquisition and operating expenses, net of deferrals, increased mainly driven by higher consulting fees in the current year.

Interest expense decreased largely driven by a contractual change in our junior subordinated notes related to an interest rate change from fixed to floating rates in the current year.

The income tax benefit in the current year was principally from lower taxed foreign income. The income tax provision in the prior year was largely attributable to a valuation allowance of $265 million recorded on deferred tax assets that did not recur.

Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016

The following table sets forth the results of operations relating to Corporate and Other activities for the periods indicated:


	Nine months ended September 30,						Increase (decrease) and percentage change
(Amounts in millions)	2017			2016			2017 vs. 2016
Revenues:
Premiums	$	6		$	11		$	(5	)	(45	)%
Net investment income		5			4			1		25	%
Net investment gains (losses)		(31	)		(88	)		57		65	%
Policy fees and other income		(2	)		76			(78	)	(103	)%

Total revenues		(22	)		3			(25	)	NM	⁽¹⁾

Benefits and expenses:
Benefits and other changes in policy reserves		3			4			(1	)	(25	)%
Acquisition and operating expenses, net of deferrals		47			173			(126	)	(73	)%
Amortization of deferred acquisition costs and intangibles		2			1			1		100	%
Interest expense		179			205			(26	)	(13	)%

Total benefits and expenses		231			383			(152	)	(40	)%

Loss from continuing operations before income taxes		(253	)		(380	)		127		33	%
Provision (benefit) for income taxes		(85	)		119			(204	)	(171	)%

Loss from continuing operations		(168	)		(499	)		331		66	%
Adjustments to loss from continuing operations:
Net investment (gains) losses		31			88			(57	)	(65	)%
(Gains) losses on sale of businesses		—			(2	)		2		100	%
(Gains) losses on early extinguishment of debt		—			(48	)		48		100	%
Expenses related to restructuring		1			2			(1	)	(50	)%
Fees associated with bond consent solicitation		—			18			(18	)	(100	)%
Taxes on adjustments		(11	)		(43	)		32		74	%

Adjusted operating loss available to Genworth Financial, Inc.’s common stockholders	$	(147	)	$	(484	)	$	337		70	%

⁽¹⁾	We define “NM” as not meaningful for increases or decreases greater than 200%.

Adjusted operating loss available to Genworth Financial, Inc.’s common stockholders

The adjusted operating loss available to Genworth Financial, Inc.’s common stockholders decreased primarily related to tax charges of $265 million in the prior year that did not recur and lower operating ~~expenses~~ and interest expense in the current year.

Revenues

Premiums decreased largely related to the sale of our European mortgage insurance business in May 2016.

The decrease in net investment losses was primarily related to a $64 million loss from thewrite-off of our residual interest in certain policy loan securitization entities in the prior year that did not recur and from lower derivative losses in the current year. These decreases were partially offset by net losses from the sale of investment securities in the current year compared to net gains in the prior year.

Policy fees and other income in the prior year included a gain of $64 million from the early extinguishment of debt related to the redemption of a securitization entity and a gain of $11 million attributable to the sale of assets to Pac Life that did not recur.

Benefits and expenses

Acquisition and operating expenses, net of deferrals, decreased mainly driven by expenses in the prior year that did not recur. The prior year expenses included $79 million of a litigation settlement and related legal expenses, $20 million of expenses related to the early redemption of debt, $18 million of bond consent fees and a $7$9 million loss related to the sale of our European mortgage insurance business. These decreases were partially offset by higher consulting fees in the current year.

Interest expense decreased largely driven by ~~lower interest expense associated with~~ a favorable correction of $11 million related to our Tax Matters Agreement liability and a contractual change in our junior subordinated notes related to an interest rate change from fixed to floating rates.

The ~~decrease~~income tax benefit in the ~~benefit for~~current year was principally from lower taxed foreign income. The income ~~taxes was primarily related to a release of a valuation allowance on a specific capital loss~~tax provision in the prior year ~~and true ups related~~was largely attributable to foreign income taxes in the current year. These decreases were partially offset by an increase in the benefit for income taxes related to stock-based compensation in the current year and from true ups related to state income taxes in the current year.a valuation allowance of $265 million recorded on deferred tax assets that did not recur.

Investments and Derivative Instruments

Trends and conditions

Investments—credit and investment markets

~~The~~During the third quarter of 2017, the U.S. Federal Reserve announced that it would begin to normalize monetary policy and scale back quantitative easing. Interest rates remain at historically low levels despite the fact the U.S. Federal Reserve has raised its benchmark lending rate ~~during the first quarter of~~two times in 2017 and market expectations remain for ~~two~~one additional rate ~~increases~~increase during 2017. ~~As a result of~~Despite the Federal Reserve’s ~~action,~~actions, U.S. Treasury yields ~~rose initially during~~remained lower throughout the ~~first part of the first~~third quarter of 2017 but ~~lost much of the increase later~~rose significantly in the ~~quarter as the timing~~last week of ~~anticipated~~ September 2017, in response to potential tax reform. However,pro-growth stimulus policies ~~has become more~~are still uncertain and ~~heightened geo-political risks have served to moderate the growth outlook. However,~~weaker inflation data has ~~generally been supportive~~investors more cautious on the direction of ~~improved growth prospects, with business and consumer confidence at multi-year highs, supporting both~~longer term interest rates. The U.S. equity markets increased and ~~bond~~ credit ~~spread rallies~~spreads tightened during the ~~current quarter.~~third quarter of 2017. Spreads initially widened when geopolitical issues and natural disasters arose, but quickly tightened driven by both positive economic data and corporate profits. U.S. ~~Fixed Income~~fixed income markets saw ~~record issuance,~~reduced issuances, but ~~that was absorbed well by investors.~~demand from foreign and domestic investors continued to support valuations. Global equity markets were generally ~~rose as well, although some markets were more muted,~~higher and ~~global bond markets closed relatively unchanged from~~ the ~~December 31, 2016 year-end levels.~~economies of the Eurozone countries continue to improve.

As of ~~March 31,~~September 30, 2017, our fixed maturities securities portfolio, which was 96% investment grade, comprised ~~81%~~86% of our total investment portfolio. Our ~~$3.7~~$3.9 billion energy portfolio was predominantly investment grade and our metals and mining sector holdings were less than 1% of our total ~~investment portfolio~~cash, cash equivalents and invested assets as of ~~March 31,~~September 30, 2017. We believe our energy portfolio is well-diversified and would expect manageable capital impact on our U.S. life insurance subsidiaries.

Derivatives

We actively responded to the risk toin our derivatives portfolio arising from our counterparties’ right to terminate their bilateralover-the-counter (“OTC”) derivatives transactions with us following the downgrades of our life insurance subsidiaries by S&P in ~~March~~September 2017 ~~September 2016~~ and by Moody’s in October ~~2016.~~2017. We notified our counterparties of the downgrades to determine whether they would exercise their rights to terminate the transactions, agree to maintain the transactions with us under revised terms or permit us to move the transactions to clearing through the Chicago Mercantile Exchange (“CME”). Although some counterparties have indicated

that they reserve their rights to take action against us, ~~none~~only one counterparty has done so. During October 2017, this counterparty terminated approximately $800 million notional with us, which we have ~~and we~~re-hedged using financial futures. We also continue to discuss the downgrades with ~~them.~~the other counterparties.

As of ~~March 31,~~September 30, 2017, ~~$14.4~~$14.2 billion notional of our derivatives portfolio was cleared through the CME. The customer swap agreements that govern our cleared derivatives contain provisions that enable our clearing agents to request initial margin in excess of CME requirements. As of ~~March 31,~~September 30, 2017, we posted initial margin of ~~$315~~$314 million to our clearing agents, which represented approximately $77 million more than was otherwise required by the clearinghouse. Because our clearing agents serve as guarantors of our obligations to the CME, the

customer agreements contain broad termination provisions that are not specifically dependent on ~~ratings.~~ratings and may be more easily terminated for other reasons. As of ~~March 31,~~September 30, 2017, ~~$6.3~~$5.9 billion notional of our derivatives portfolio was in bilateral OTC ~~derivative~~derivatives transactions pursuant to which we have posted aggregate independent amounts of ~~$275~~$261 million and are holding collateral from counterparties in the amount of ~~$78~~$187 million. We have notional of ~~$271 million~~$3.7 billion in bilateral OTC derivatives where the counterparty has the right to terminate its transactions with us based on our current ratings. Given our current ratings, our ability to enter into new derivatives transactions ~~will be more~~is limited.

Investment results

The following ~~table sets~~tables set forth information about our investment income, excluding net investment gains (losses), for each component of our investment portfolio for the periods indicated:


	Three months ended March 31,												Increase (decrease)						Three months ended September 30,												Increase (decrease)
(Amounts in millions)	2017						2016						2017 vs. 2016						2017						2016						2017 vs. 2016
	Yield			Amount			Yield			Amount			Yield			Amount			Yield			Amount			Yield			Amount			Yield			Amount
Fixed maturity securities—taxable		4.5	%	$	641			4.7	%	$	641			(0.2	)%	$	—			4.5	%	$	640			4.6	%	$	655			(0.1	)%	$	(15	)
Fixed maturity securities—non-taxable		3.7	%		3			3.6	%		3			0.1	%		—			3.7	%		3			3.7	%		3			—	%		—
Commercial mortgage loans		5.0	%		77			5.2	%		81			(0.2	)%		(4	)		5.0	%		78			5.2	%		79			(0.2	)%		(1	)
Restricted commercial mortgage loans related to securitization entities		6.4	%		2			5.1	%		2			1.3	%		—			10.5	%		3			7.4	%		3			3.1	%		—
Equity securities		4.9	%		8			5.1	%		5			(0.2	)%		3			5.1	%		9			5.8	%		8			(0.7	)%		1
Other invested assets		35.2	%		32			24.6	%		38			10.6	%		(6	)		61.6	%		39			24.7	%		34			36.9	%		5
Restricted other invested assets related to securitization entities		—	%		—			2.0	%		2			(2.0	)%		(2	)
Policy loans		9.6	%		42			8.9	%		35			0.7	%		7			8.6	%		39			8.7	%		38			(0.1	)%		1
Cash, cash equivalents and short-term investments		0.7	%		6			0.4	%		5			0.3	%		1			1.1	%		10			0.6	%		5			0.5	%		5

Gross investment income before expenses and fees		4.7	%		811			4.6	%		812			0.1	%		(1	)		4.7	%		821			4.7	%		825			—	%		(4	)
Expenses and fees		(0.2	)%		(21	)		(0.1	)%		(23	)		(0.1	)%		2			(0.2	)%		(24	)		(0.1	)%		(20	)		(0.1	)%		(4	)

Net investment income		4.5	%	$	790			4.5	%	$	789			—	%	$	1			4.5	%	$	797			4.6	%	$	805			(0.1	)%	$	(8	)

Average invested assets and cash				$	69,635					$	69,851					$	(216	)				$	70,400					$	69,825					$	575


	Nine months ended September 30,												Increase (decrease)
	2017						2016						2017 vs. 2016
(Amounts in millions)	Yield			Amount			Yield			Amount			Yield			Amount
Fixed maturity securities—taxable		4.5	%	$	1,930			4.6	%	$	1,930			(0.1	)%	$	—
Fixed maturitysecurities—non-taxable		3.7	%		9			3.6	%		9			0.1	%		—
Commercial mortgage loans		5.0	%		231			5.2	%		237			(0.2	)%		(6	)
Restricted commercial mortgage loans related tosecuritization entities		7.8	%		7			7.2	%		8			0.6	%		(1	)
Equity securities		5.1	%		26			5.7	%		20			(0.6	)%		6
Other invested assets		45.7	%		106			24.0	%		105			21.7	%		1
Restricted other invested assets related tosecuritization entities		1.1	%		1			1.1	%		3			—	%		(2	)
Policy loans		9.0	%		120			8.6	%		107			0.4	%		13
Cash, cash equivalents and short-term investments		1.0	%		26			0.5	%		16			0.5	%		10

Gross investment income before expenses and fees		4.7	%		2,456			4.6	%		2,435			0.1	%		21
Expenses and fees		(0.2	)%		(68	)		(0.1	)%		(62	)		(0.1	)%		(6	)

Net investment income		4.5	%	$	2,388			4.5	%	$	2,373			—	%	$	15

Average invested assets and cash				$	70,018					$	69,837					$	181

Yields are based on net investment income as reported under U.S. GAAP and are consistent with how ~~we measure our~~the company measures its investment performance for management purposes. Yields are annualized, for interim periods, and are calculated as net investment income as a percentage of average quarterly asset carrying values except for fixed maturity and equity securities, derivatives and derivative counterparty collateral, which exclude unrealized fair value adjustments and securities lending activity, which is included in other invested assets and is calculated net of the corresponding securities lending liability.

For the three months ended ~~March 31,~~September 30, 2017, annualized weighted-average investment yields ~~remained unchanged as~~decreased primarily attributable to lower investment income on higher ~~reinvestment yields were offset by lower~~ average invested assets. Net investment income included ~~$16~~$7 million of lower favorable prepayment speed adjustments on structured securities and $5$4 million of lower ~~gains related~~bond call and prepayment income as compared to ~~limited partnerships, partially offset by $8 million of higher income related to inflation-driven volatility on TIPS in~~ the ~~current~~prior year. ~~The three months ended March 31, 2017 included an increase of $3 million attributable to changes in foreign exchange rates.~~

The following table sets forth net investment gains (losses) for the periods indicated:

   Three months ended
March 31,
(Amounts in millions)
   2017    2016
Available-for-sale securities:

Realized gains
   $ 63    $ 16
Realized losses
   (34 )    (23 )




Net realized gains (losses) on available-for-sale securities
   29    (7 )




Impairments:

Total other-than-temporary impairments
   (1 )    (11 )
Portion of other-than-temporary impairments recognized in other comprehensive income
   —      —




Net other-than-temporary impairments
   (1 )    (11 )




Trading securities
   —      28
Commercial mortgage loans
   1    1
Net gains (losses) related to securitization entities
   2    8
Derivative instruments⁽¹⁾
   3    (38 )




Net investment gains (losses)
   $ 34    $ (19 )

⁽¹⁾	~~See note 5 for additional information on the impact of derivative instruments included in net investment gains (losses).~~


	Three months ended September 30,						Nine months ended September 30,
(Amounts in millions)	2017			2016			2017			2016
Available-for-sale securities:
Realized gains	$	40		$	39		$	177		$	205
Realized losses		(10	)		(24	)		(55	)		(75	)

Net realized gains (losses) onavailable-for-sale securities		30			15			122			130

Impairments:
Total other-than-temporary impairments		(1	)		(2	)		(4	)		(35	)
Portion of other-than-temporary impairments included in other comprehensive income (loss)		—			—			—			—

Net other-than-temporary impairments		(1	)		(2	)		(4	)		(35	)

Trading securities		—			(4	)		1			40
Commercial mortgage loans		1			(1	)		3			1
Net gains (losses) related to securitization entities		1			2			5			(51	)
Derivative instruments		54			10			93			(52	)
Contingent consideration adjustment		—			—			—			(2	)

Net investment gains (losses)	$	85		$	20		$	220		$	31

Three Months Ended ~~March 31,~~September 30, 2017 Compared to Three Months Ended ~~March 31,~~September 30, 2016

We recorded ~~$10~~$1 million of lower net other-than-temporary impairments during the three months ended ~~March 31,~~September 30, 2017. ~~Impairments~~The total impairments of $8$1 million and $3$2 million recorded during the three months ended ~~March 31,~~September 30, 2017 and September 30, 2016, respectively, related to ~~corporate securities and limited partnerships, respectively.~~equity securities.

Net investment gains related to derivatives of $3$54 million during the three months ended ~~March 31,~~September 30, 2017 were primarily associated with various hedging programs that support our Canada Mortgage Insurance segment and hedging programs for our runoff variable annuity products. These gains were partially offset by losses related to hedging programs for our fixed indexed annuity products and derivatives used to hedge foreign currency risk associated with expected dividend payments from certain foreign subsidiaries.

Net investment gains related to derivatives of $10 million during the three months ended September 30, 2016 were primarily associated with hedging programs for our runoff variable annuity products and gains related to hedge ineffectiveness from our cash flow hedge programs for our long-term care insurance business due to a decrease in long-term interest rates. These gains were partially offset by losses in derivatives used to hedge foreign currency risk associated with assets held and expected dividend payments from certain foreign subsidiaries.

We recorded $15 million of higher net gains related to the sale ofavailable-for-sale securities during the three months ended September 30, 2017. We also recorded $4 million of lower losses during the three months ended September 30, 2017 related to trading securities primarily from a decline in our trading portfolio in the current year.

Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016

We recorded $31 million of lower net other-than-temporary impairments during the nine months ended September 30, 2017. Of the total impairments recorded during the nine months ended September 30, 2017 and 2016, $1 million and $24 million, respectively, related to corporate securities, $1 million and $3 million, respectively, related to limited partnerships, and $2 million in each period related to equity securities. During the nine months ended September 30, 2016, we also recorded impairments of $4 million related to commercial mortgage loans.

Net investment gains related to derivatives of $93 million during the nine months ended September 30, 2017 were primarily associated with various hedging programs that support our Canada Mortgage Insurance segment and hedging programs for our runoff variable annuity products. These gains were partially offset by losses related to derivatives used to hedge foreign currency risk associated with expected dividend payments from certain foreign ~~subsidiaries.~~subsidiaries and losses from hedging programs for our fixed indexed annuity products.

Net investment losses related to derivatives of ~~$38~~$52 million during the ~~three~~nine months ended ~~March 31,~~September 30, 2016 were primarily associated with hedging programs for our runoff variable annuity ~~products, including decreases in the values of instruments used to protect statutory surplus from equity market fluctuation.~~products. We also had losses associated ~~with derivatives used to hedge foreign currency risk associated with expected dividend payments from certain foreign subsidiaries and~~ with hedging programs for our fixed indexed annuity products. These losses were partially offset by ~~gains in derivatives used to hedge foreign currency risk associated with assets held and~~ gains related to hedge ineffectiveness from our cash flow hedge programs for our long-term care insurance business.

We recorded $8 million of lower net gains ~~of $29 million~~ related to the sale ofavailable-for-sale securities during the ~~three~~nine months ended ~~March 31, 2017 compared to net losses of $7 million during the three months ended March 31, 2016.~~September 30, 2017. We also recorded ~~$28~~$39 million of lower net gains related to trading securities induring the ~~current year~~nine months ended September 30, 2017 principally from a decline in our trading portfolio in the current year. We recorded $6$5 million of ~~lower net~~ gains during the nine months ended September 30, 2017 compared to $51 million of losses related to securitization entities during the nine months ended September 30, 2016 primarily related to a $64 million loss from thewrite-off of our residual interest in certain policy loan securitization entities in the ~~current~~prior year ~~primarily due to lower gains on trading securities and derivatives.~~that did not recur.

Investment portfolio

The following table sets forth our cash, cash equivalents and invested assets as of the dates indicated:


	March 31, 2017					December 31, 2016					September 30, 2017					December 31, 2016
(Amounts in millions)	Carrying value		% of total			Carrying value		% of total			Carrying value		% of total			Carrying value		% of total
Fixed maturity securities, available-for-sale:
Public	$	44,759		60	%	$	45,131		61	%	$	45,882		61	%	$	45,131		61	%
Private		15,838		21			15,441		21			16,670		22			15,441		21
Equity securities, available-for-sale		709		1			632		1			765		1			632		1
Commercial mortgage loans		6,107		8			6,111		8			6,268		8			6,111		8
Restricted commercial mortgage loans related to securitization entities		122		—			129		—			111		—			129		—
Policy loans		1,761		3			1,742		2			1,818		2			1,742		2
Other invested assets		2,272		3			2,071		3			1,590		2			2,071		3
Restricted other invested assets related to securitization entities		84		—			312		—			—		—			312		—
Cash and cash equivalents		3,018		4			2,784		4			2,836		4			2,784		4

Total cash, cash equivalents and invested assets	$	74,670		100	%	$	74,353		100	%	$	75,940		100	%	$	74,353		100	%

For a discussion of the change in cash, cash equivalents and invested assets, see the comparison for this line item under “—Consolidated Balance Sheets.” See note 4 in our unaudited condensed consolidated financial statements under “Item 1—Financial Statements” for additional information related to our investment portfolio.

We hold fixed maturity, equity and trading securities, derivatives, embedded derivatives, securities held as collateral and certain other financial instruments, which are carried at fair value. Fair value is the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. As of ~~March 31,~~September 30, 2017, approximately 7% of our investment holdings recorded at fair value ~~was~~were based on significant inputs that were not market observable and were classified as Level 3 measurements. See note 6 in our unaudited condensed consolidated financial statements under “Item 1—Financial Statements” for additional information related to fair value.

Fixed maturity and equity securities


			Gross unrealized gains				Gross unrealized losses									Gross unrealized gains				Gross unrealized losses
(Amounts in millions)	Amortized cost or cost		Not other-than- temporarily impaired		Other-than- temporarily impaired		Not other-than- temporarily impaired			Other-than- temporarily impaired		Fair value		Amortized cost or cost		Not other-than- temporarily impaired		Other-than- temporarily impaired		Not other-than- temporarily impaired			Other-than- temporarily impaired		Fair value
Fixed maturity securities:
U.S. government, agencies and government-sponsored enterprises	$	4,837	$	681	$	—	$	(25	)	$	—	$	5,493	$	4,893	$	784	$	—	$	(7	)	$	—	$	5,670
State and political subdivisions		2,565		191		—		(46	)		—		2,710		2,639		247		—		(26	)		—		2,860
Non-U.S. government⁽¹⁾		1,722		106		—		(11	)		—		1,817		2,143		107		—		(24	)		—		2,226
U.S. corporate:
Utilities		4,215		456		—		(36	)		—		4,635		4,382		556		—		(15	)		—		4,923
Energy		2,192		166		—		(19	)		—		2,339		2,243		207		—		(10	)		—		2,440
Finance and insurance		5,882		465		—		(31	)		—		6,316		6,051		547		—		(11	)		—		6,587
Consumer—non-cyclical		4,380		441		—		(28	)		—		4,793		4,330		508		—		(10	)		—		4,828
Technology and communications		2,520		150		—		(27	)		—		2,643		2,558		193		—		(11	)		—		2,740
Industrial		1,223		86		—		(9	)		—		1,300		1,247		102		—		(3	)		—		1,346
Capital goods		2,085		236		—		(12	)		—		2,309		2,067		263		—		(9	)		—		2,321
Consumer—cyclical		1,480		96		—		(14	)		—		1,562		1,506		111		—		(6	)		—		1,611
Transportation		1,105		86		—		(14	)		—		1,177		1,188		124		—		(6	)		—		1,306
Other		331		19		—		(1	)		—		349		358		24		—		(2	)		—		380

Total U.S. corporate ⁽¹⁾		25,413		2,201		—		(191	)		—		27,423		25,930		2,635		—		(83	)		—		28,482

Non-U.S. corporate:
Utilities		985		44		—		(9	)		—		1,020		1,022		45		—		(5	)		—		1,062
Energy		1,281		122		—		(8	)		—		1,395		1,330		140		—		(7	)		—		1,463
Finance and insurance		2,445		151		—		(7	)		—		2,589		2,524		177		—		(5	)		—		2,696
Consumer—non-cyclical		701		20		—		(9	)		—		712		692		27		—		(3	)		—		716
Technology and communications		968		50		—		(6	)		—		1,012		945		71		—		(2	)		—		1,014
Industrial		924		56		—		(4	)		—		976		979		81		—		(2	)		—		1,058
Capital goods		563		25		—		(3	)		—		585		556		33		—		(2	)		—		587
Consumer—cyclical		451		11		—		(1	)		—		461		518		10		—		(1	)		—		527
Transportation		632		67		—		(6	)		—		693		650		71		—		(3	)		—		718
Other		2,600		187		—		(6	)		—		2,781		2,594		193		—		(5	)		—		2,782

Total non-U.S. corporate ⁽¹⁾		11,550		733		—		(59	)		—		12,224		11,810		848		—		(35	)		—		12,623

Residential mortgage-backed ⁽²⁾		4,139		264		12		(11	)		—		4,404		3,950		255		14		(10	)		—		4,209
Commercial mortgage-backed		3,250		97		4		(49	)		—		3,302		3,346		105		2		(39	)		—		3,414
Other asset-backed⁽²⁾		3,231		15		1		(23	)		—		3,224		3,052		20		1		(5	)		—		3,068

Total fixed maturity securities		56,707		4,288		17		(415	)		—		60,597		57,763		5,001		17		(229	)		—		62,552
Equity securities		667		55		—		(13	)		—		709		720		59		—		(14	)		—		765

Total available-for-sale securities	$	57,374	$	4,343	$	17	$	(428	)	$	—	$	61,306	$	58,483	$	5,060	$	17	$	(243	)	$	—	$	63,317

⁽¹⁾	Fair value included European periphery exposure of ~~$459~~$523 million in Ireland, ~~$251~~$266 million in Spain, ~~$97~~$116 million in Italy and ~~$16~~$38 million in Portugal.

⁽²⁾	Fair value included ~~$41~~$38 million collateralized byAlt-A residential mortgage loans and $27 million collateralized bysub-prime residential mortgage loans.

As of December 31, 2016, the amortized cost or cost, gross unrealized gains (losses) and fair value of our fixed maturity and equity securities classified asavailable-for-sale were as follows:


			Gross unrealized gains				Gross unrealized losses									Gross unrealized gains				Gross unrealized losses
(Amounts in millions)	Amortized cost or cost		Not other-than- temporarily impaired		Other-than- temporarily impaired		Not other-than- temporarily impaired			Other-than- temporarily impaired		Fair value		Amortized cost or cost		Not other-than- temporarily impaired		Other-than- temporarily impaired		Not other-than- temporarily impaired			Other-than- temporarily impaired		Fair value
Fixed maturity securities:
U.S. government, agencies and government-sponsored enterprises	$	5,439	$	647	$	—	$	(50	)	$	—	$	6,036	$	5,439	$	647	$	—	$	(50	)	$	—	$	6,036
State and political subdivisions		2,515		182		—		(50	)		—		2,647		2,515		182		—		(50	)		—		2,647
Non-U.S. government⁽¹⁾		2,024		101		—		(18	)		—		2,107		2,024		101		—		(18	)		—		2,107
U.S. corporate:
Utilities		4,137		454		—		(41	)		—		4,550		4,137		454		—		(41	)		—		4,550
Energy		2,167		157		—		(24	)		—		2,300		2,167		157		—		(24	)		—		2,300
Finance and insurance		5,719		424		—		(46	)		—		6,097		5,719		424		—		(46	)		—		6,097
Consumer—non-cyclical		4,335		433		—		(34	)		—		4,734		4,335		433		—		(34	)		—		4,734
Technology and communications		2,473		157		—		(32	)		—		2,598		2,473		157		—		(32	)		—		2,598
Industrial		1,161		76		—		(14	)		—		1,223		1,161		76		—		(14	)		—		1,223
Capital goods		2,043		228		—		(13	)		—		2,258		2,043		228		—		(13	)		—		2,258
Consumer—cyclical		1,455		92		—		(17	)		—		1,530		1,455		92		—		(17	)		—		1,530
Transportation		1,121		86		—		(17	)		—		1,190		1,121		86		—		(17	)		—		1,190
Other		332		17		—		(1	)		—		348		332		17		—		(1	)		—		348

Total U.S. corporate⁽¹⁾		24,943		2,124		—		(239	)		—		26,828		24,943		2,124		—		(239	)		—		26,828

Non-U.S. corporate:
Utilities		940		40		—		(11	)		—		969		940		40		—		(11	)		—		969
Energy		1,234		109		—		(12	)		—		1,331		1,234		109		—		(12	)		—		1,331
Finance and insurance		2,413		134		—		(9	)		—		2,538		2,413		134		—		(9	)		—		2,538
Consumer—non-cyclical		711		17		—		(14	)		—		714		711		17		—		(14	)		—		714
Technology and communications		953		44		—		(10	)		—		987		953		44		—		(10	)		—		987
Industrial		928		39		—		(9	)		—		958		928		39		—		(9	)		—		958
Capital goods		518		21		—		(4	)		—		535		518		21		—		(4	)		—		535
Consumer—cyclical		434		10		—		(2	)		—		442		434		10		—		(2	)		—		442
Transportation		619		65		—		(7	)		—		677		619		65		—		(7	)		—		677
Other		2,967		190		—		(13	)		—		3,144		2,967		190		—		(13	)		—		3,144

Total non-U.S. corporate ⁽¹⁾		11,717		669		—		(91	)		—		12,295		11,717		669		—		(91	)		—		12,295

Residential mortgage-backed⁽²⁾		4,122		259		10		(12	)		—		4,379		4,122		259		10		(12	)		—		4,379
Commercial mortgage-backed		3,084		98		3		(56	)		—		3,129		3,084		98		3		(56	)		—		3,129
Other asset-backed⁽²⁾		3,170		15		1		(35	)		—		3,151		3,170		15		1		(35	)		—		3,151

Total fixed maturity securities		57,014		4,095		14		(551	)		—		60,572		57,014		4,095		14		(551	)		—		60,572
Equity securities		628		31		—		(27	)		—		632		628		31		—		(27	)		—		632

Total available-for-sale securities	$	57,642	$	4,126	$	14	$	(578	)	$	—	$	61,204	$	57,642	$	4,126	$	14	$	(578	)	$	—	$	61,204

⁽¹⁾	Fair value included European periphery exposure of $447 million in Ireland, $231 million in Spain, $95 million in Italy and $16 million in Portugal.

⁽²⁾	Fair value included $43 million collateralized byAlt-A residential mortgage loans and $26 million collateralized bysub-prime residential mortgage loans.

Fixed maturity securities increased ~~$25 million~~$2.0 billion, compared to December 31, 2016, principally from higher net unrealized gains attributable to ~~the changes~~a decrease in ~~interest rates~~treasury yields as well as changes in foreign exchange rates from the weakening of the U.S. dollar in the current year. ~~These increases were offset by sales and maturities exceeding purchases in the current year.~~

Our exposure in peripheral European countries consists of fixed maturity securities in Portugal, Ireland, Italy and Spain. Investments in these countries are primarily made to diversify our U.S. corporate fixed maturity securities with European bonds denominated in U.S. dollars. During the ~~three~~nine months ended ~~March 31,~~September 30, 2017, our exposure to the peripheral European countries increased by ~~$34~~$154 million to ~~$823~~$943 million with unrealized gains of ~~$51~~$72 million. Our exposure as of ~~March 31,~~September 30, 2017 was diversified with direct exposure to local economies of ~~$169~~$199 million, indirect exposure through debt issued by subsidiaries outside of the European periphery of ~~$134~~$141 million and exposure to multinational companies where the majority of revenues come from outside of the country of domicile of ~~$520~~$603 million.

Commercial mortgage loans

The following tables set forth additional information regarding our commercial mortgage loans as of the dates indicated:


	March 31, 2017											September 30, 2017
(Dollar amounts in millions)	Total recorded investment		Number of loans		Loan-to-value ⁽¹⁾			Delinquent principal balance		Number of delinquent loans		Total recorded investment		Number of loans		Loan-to-value ⁽¹⁾			Delinquent principal balance		Number of delinquent loans
Loan Year
2004 and prior	$	494		288		31	%	$	—		—	$	457		266		28	%	$	—		—
2005		460		134		43	%		—		—		428		128		41	%		6		1
2006		410		103		50	%		—		—		392		101		47	%		—		—
2007		395		108		53	%		—		—		314		81		49	%		—		—
2008		134		25		54	%		—		—		131		25		51	%		—		—
2009		—		—		—	%		—		—		—		—		—	%		—		—
2010		88		17		48	%		—		—		77		15		42	%		—		—
2011		212		47		47	%		—		—		208		47		43	%		—		—
2012		575		86		52	%		—		—		564		85		45	%		—		—
2013		768		134		54	%		—		—		740		132		49	%		—		—
2014		884		146		60	%		—		—		848		141		54	%		—		—
2015		927		143		65	%		—		—		913		142		62	%		—		—
2016		613		100		68	%		—		—		605		100		61	%		—		—
2017		161		29		70	%		—		—		604		108		68	%		—		—

Total	$	6,121		1,360		55	%	$	—		—	$	6,281		1,371		52	%	$	6		1

⁽¹⁾	Represents weighted-averageloan-to-value as of ~~March 31,~~September 30, 2017.

   December 31, 2016
(Dollar amounts in millions)
   Total recorded
investment    Number of
loans    Loan-to-value ⁽¹⁾ Delinquent
principal balance    Number of
delinquent
loans
Loan Year

2004 and prior
   $ 521    304    31 % $ —      —
2005
   469    135    43 % —      —
2006
   434    105    52 % 15    1
2007
   452    126    54 % 1    1
2008
   135    25    54 % —      —
2009
   —      —      —   % —      —
2010
   89    17    48 % —      —
2011
   215    47    47 % —      —
2012
   588    88    52 % —      —
2013
   781    136    54 % —      —
2014
   892    147    61 % —      —
2015
   932    143    65 % —      —
2016
   617    100    69 % —      —








Total
   $ 6,125    1,373    55 % $ 16    2


	December 31, 2016
(Dollar amounts in millions)	Total recorded investment		Number of loans		Loan-to-value ⁽¹⁾			Delinquent principal balance		Number of delinquent loans
Loan Year
2004 and prior	$	521		304		31	%	$	—		—
2005		469		135		43	%		—		—
2006		434		105		52	%		15		1
2007		452		126		54	%		1		1
2008		135		25		54	%		—		—
2009		—		—		—	%		—		—
2010		89		17		48	%		—		—
2011		215		47		47	%		—		—
2012		588		88		52	%		—		—
2013		781		136		54	%		—		—
2014		892		147		61	%		—		—
2015		932		143		65	%		—		—
2016		617		100		69	%		—		—

Total	$	6,125		1,373		55	%	$	16		2

⁽¹⁾	Represents weighted-averageloan-to-value as of December 31, 2016.

Other invested assets

The following table sets forth the carrying values of our other invested assets as of the dates indicated:


	March 31, 2017					December 31, 2016					September 30, 2017					December 31, 2016
(Amounts in millions)	Carrying value		% of total			Carrying value		% of total			Carrying value		% of total			Carrying value		% of total
Short-term investments	$	1,003		44	%	$	352		17	%	$	787		49	%	$	352		17	%
Derivatives		675		30			708		34			261		16			708		34
Limited partnerships												244		15			199		10
Securities lending collateral		281		12			534		25			237		15			534		25
Limited partnerships		224		10			199		10
Trading securities		71		3			259		13			—		—			259		13
Other investments		18		1			19		1			61		5			19		1

Total other invested assets	$	2,272		100	%	$	2,071		100	%	$	1,590		100	%	$	2,071		100	%

~~Short-term investments increased principally from higher net purchases in~~Derivatives decreased primarily attributable to recent central clearing parties rule changes impacting our ~~Australia Mortgage Insurance segment in~~accounting treatment for variation margin pertaining to cleared swap positions, which was previously considered cash collateral and is now treated as daily settlements of the ~~current year.~~derivative contract. Securities lending collateral decreased driven by market demand. Our investments in trading securities decreased from higher net sales. Short-term investments increased principally from higher net purchases in our Australia Mortgage Insurance and U.S. Life Insurance segments in the current year.

Derivatives

The activity associated with derivative instruments can generally be measured by the change in notional value over the periods presented. However, for GMWB and fixed index annuity embedded derivatives, the

change between periods is best illustrated by the number of policies. The following tables represent activity associated with derivative instruments as of the dates indicated:


(Notional in millions)		Measurement		December 31, 2016		Additions		Maturities/ terminations			March 31, 2017		Measurement		December 31, 2016		Additions		Maturities/ terminations			September 30, 2017
Derivatives designated as hedges	Derivatives designated as hedges
Cash flow hedges:
Interest rate swaps			Notional	$	11,570	$	—	$	(71	)	$	11,499		Notional	$	11,570	$	—	$	(306	)	$	11,264
Foreign currency swaps			Notional		22		—		—			22		Notional		22		—		—			22

Total cash flow hedges					11,592		—		(71	)		11,521				11,592		—		(306	)		11,286

Total derivatives designated as hedges					11,592		—		(71	)		11,521				11,592		—		(306	)		11,286

Derivatives not designated as hedges
Interest rate swaps			Notional		4,679		—		—			4,679		Notional		4,679		—		—			4,679
Foreign currency swaps			Notional		201		29		—			230		Notional		201		95		(14	)		282
Credit default swaps			Notional		39		—		—			39		Notional		39		—		—			39
Credit default swaps related to securitization entities			Notional		312		—		—			312		Notional		312		—		(200	)		112
Equity index options			Notional		2,396		523		(443	)		2,476		Notional		2,396		1,584		(1,484	)		2,496
Financial futures			Notional		1,398		1,509		(1,449	)		1,458		Notional		1,398		4,300		(4,376	)		1,322
Equity return swaps			Notional		165		103		(150	)		118		Notional		165		186		(258	)		93
Other foreign currency contracts			Notional		3,130		484		(221	)		3,393		Notional		3,130		2,163		(691	)		4,602

Total derivatives not designated as hedges					12,320		2,648		(2,263	)		12,705				12,320		8,328		(7,023	)		13,625

Total derivatives				$	23,912	$	2,648	$	(2,334	)	$	24,226			$	23,912	$	8,328	$	(7,329	)	$	24,911


(Number of policies)		Measurement		December 31, 2016		Additions		Maturities/ terminations			March 31, 2017		Measurement		December 31, 2016		Additions		Maturities/ terminations			September 30, 2017
Derivatives not designated as hedges
GMWB embedded derivatives			Policies		33,238		—		(751	)		32,487		Policies		33,238		—		(2,127	)		31,111
Fixed index annuity embedded derivatives			Policies		17,549		—		(125	)		17,424		Policies		17,549		—		(367	)		17,182
Indexed universal life embedded derivatives			Policies		1,074		1		(22	)		1,053		Policies		1,074		1		(66	)		1,009

The ~~$314 million~~$1.0 billion increase in the notional value of derivatives was attributable to an increase in ournon-qualified foreign currency interest rate swaps related to anon-qualified derivative strategy to mitigate interest rate risk associated with our regulatory capital position.

The number of policies related to our GMWB embedded derivatives decreased as variable annuity products are no longer being offered.

Consolidated Balance Sheets

Total assets. Total assets ~~increased $28~~decreased $29 million from $104,658 million as of December 31, 2016 to ~~$104,686~~$104,629 million as of ~~March 31,~~September 30, 2017.

Cash and cash equivalents and invested assets increased ~~$317~~$1,587 million primarily from an increase of ~~$234~~$1,980 million in ~~cash and cash equivalents~~fixed maturity securities and an increase of ~~$201~~$157 million in ~~other invested assets,~~commercial mortgage loans. The increase in fixed maturity securities was predominantly related to a decrease in treasury yields and from the weakening of the U.S. dollar compared to the balance sheet rate at December 31, 2016. The increase in equity securities was primarily related to higher unrealized gains on preferred securities and from purchases mostly in our Canada and Australia mortgage insurance businesses. These increases were partially offset by a decrease of ~~$228~~$481 million in other invested assets mostly related to derivative assets, securities lending and trading securities. The decrease in derivative assets was principally driven by recent central clearing parties rule changes impacting our accounting treatment for variation margin pertaining to cleared swap positions, which was previously considered cash collateral and is now treated as daily settlements of the derivative contract. The change reduced the value of our derivative assets by $509 million in the third quarter of 2017. The increase was also partially offset by a decrease of $312 million in restricted other invested assets related to securitization entities. The increase in cash and cash equivalents was predominantly related to higher proceeds from maturities of fixed maturity securities. The increase in cash and cash equivalents was also attributable to higher netentities driven mostly by proceeds from sales and maturities, as we reposition these assets in connection with the maturity of ~~trading securities, partially offset by purchases of fixed maturity securities outpacing proceeds from sales. The increase in other invested assets was~~

the associated liabilities.

principally driven by higher short-term investments, partially offset by lower securities lending collateral. The decrease in restricted other invested assets related to securitization entities was primarily related to proceeds from sales and maturities, as we reposition these assets in connection with the maturity of the associated liabilities.

~~Deferred acquisition costs~~DAC decreased ~~$364~~$1,229 million ~~primarily~~predominantly related to ~~higher~~our long-term care insurance business. We are required to analyze the impacts from net unrealized investment gains ~~principally related~~and losses on ouravailable-for-sale investment securities backing insurance liabilities, as if those unrealized investment gains and losses were realized. As of September 30, 2017, due primarily to ~~lower~~the decline in interest rates ~~and~~increasing unrealized investments gains, we reduced the DAC balance of our long-term care insurance business to zero, a cumulative decrease in the accumulated effect of net unrealized investment (gains) losses of approximately $1.3 billion, with an offsetting amount recorded in other comprehensive income (loss). The decrease was also attributable to lower deferrals driven mostly by lower production in our U.S. Life Insurance segment in the current year. See note 7 in our unaudited condensed consolidated financial statements under “Item 1—Financial Statements” for additional information related to DAC.

Reinsurance recoverable decreased ~~$74~~$202 million mainly attributable to the runoff of our structured settlement products ceded to Union Fidelity Life Insurance Company, an affiliate of our former parent, GE.

Other assets decreased $121 million principally from lower derivative collateral receivable primarily due to the change described above within other invested assets related to variation margin.

Total liabilities. Total liabilities decreased ~~$221~~$649 million from $90,191 million as of December 31, 2016 to ~~$89,970~~$89,542 million as of ~~March 31,~~September 30, 2017.

Future policy benefits increased ~~$228~~$959 million primarily driven by an increase in our long-term care insurance business largely from the aging and growth of thein-force block in the current year. In addition, as discussed above, due primarily to the decline in interest rates increasing unrealized investments gains, we reduced the DAC balance of our long-term care insurance business to zero and established additional reserves of $333 million, with an offsetting amount recorded in other comprehensive income (loss).

Policyholder account balances decreased ~~$279~~$1,131 million largely as a result of surrenders and benefits in our fixed annuities business and from scheduled maturities of certain institutional products in the current year.

Other liabilities decreased ~~$259~~$914 million largely driven by lower securities lending liabilities and derivative counterparty collateral as a result of changes in the interest rate environment, ~~in the current year. These decreases were partially offset by an increase in amounts due to broker mostly related to unsettled trade activity in the current year.~~along with

lower derivative liabilities primarily from the change described above within other invested assets related to variation margin, which reduced our derivative liabilities by $274 million. The decrease was also attributable to lower tax liabilities principally related to our Tax Matters Agreement liability in the current year. These decreases were partially offset by an increase in amounts due to broker mostly related to unsettled trade activity in the current year.

Total equity. Total equity increased ~~$249~~$620 million from $14,467 million as of December 31, 2016 to ~~$14,716~~$15,087 million as of ~~March 31,~~September 30, 2017.

We reported a net income available to Genworth Financial, Inc.’s common stockholders of ~~$155~~$464 million during the ~~three~~nine months ended ~~March 31,~~September 30, 2017.

Foreign currency translation and other adjustments increased $128 million principally from the weakening of the U.S. dollar compared to the currencies in Canada and Australia in the current year.

Noncontrolling interests increased ~~$81~~$195 million predominantly related to net income attributable to noncontrolling interest of ~~$61~~$198 million and foreign currency translation adjustments of ~~$49~~$133 million, partially offset by dividends to noncontrolling interests of ~~$39~~$92 million and from the repurchase of shares of $31 million in the current year.

Liquidity and Capital Resources

Liquidity and capital resources represent our overall financial strength and our ability to generate cash flows from our businesses, borrow funds at competitive rates and raise new capital to meet our operating and growth needs.

Genworth and subsidiaries

The following table sets forth our unaudited condensed consolidated cash flows for the ~~three~~nine months ended ~~March 31:~~September 30:

(Amounts in millions)
   2017    2016
Net cash from operating activities
   $ 655    $ 256
Net cash used by investing activities
   (142 )    (255 )
Net cash used by financing activities
   (304 )    (1,941 )




Net increase (decrease) in cash before foreign exchange effect
   $ 209    $ (1,940 )

(Amounts in millions)
   2017    2016
Net cash from operating activities
   $ 1,932    $ 1,798
Net cash used by investing activities
   (678 )    (2,050 )
Net cash used by financing activities
   (1,270 )    (2,699 )




Net decrease in cash before foreign exchange effect
   $ (16 )    $ (2,951 )

Our principal sources of cash include sales of our products and services, income from our investment portfolio and proceeds from sales of investments. As an insurance business, we typically generate positive cash flows from operating activities, as premiums collected from our insurance products and income received from our investments exceed policy acquisition costs, benefits paid, redemptions and operating expenses. Our cash flows from operating activities are affected by the timing of premiums, fees and investment income received and benefits and expenses paid. Positive cash flows from operating activities are then invested to support the obligations of our insurance and investment products and required capital supporting these products. In analyzing our cash flow, we focus on the change in the amount of cash available and used in investing activities. Changes in cash from financing activities primarily relate to the issuance of, and redemptions and benefit payments on, universal life insurance and investment contracts; the issuance and acquisition of debt and equity securities; the issuance and repayment or repurchase of borrowings andnon-recourse funding obligations; and other capital transactions.

We had higher cash inflows from operating activities during the current year mainly attributable to higher net sales of trading securities ~~in the current year as compared to the prior year~~ as well as higher amounts paid in the prior year related to a reinsurance agreement in our life insurance ~~business.~~business that did not recur. These amounts were partially offset by cash outflows in the current year compared to cash inflows in the prior year as a result of the change in collateral related to derivative positions.

~~Net~~

We had lower cash outflows from investing activities primarily from lower purchases and higher maturities of fixed maturity securities in the current year. These amounts were ~~slightly lower. Both the proceeds from the~~partially offset by lower sales of fixed maturity securities ~~and~~as well as higher net purchases of ~~securities were higher than the prior year driven~~short-term investments primarily byfrom the decision to manage the interest rate risk and reposition our portfolios, particularly in our Australian mortgage insurance ~~business.~~business in the current year.

We had lower cash outflows from financing activities during the current year primarily from prior year transactions that did not recur, consisting of the redemption of $1,620 million ofnon-recourse funding obligations and the repayment and repurchase of $326 million of Genworth Holdings’ senior ~~notes.~~notes, partially offset by higher net withdrawals from our investment contracts in the current year.

In the United States and Canada, we engage in certain securities lending transactions for the purpose of enhancing the yield on our investment securities portfolio. We maintain effective control over all loaned securities and, therefore, continue to report such securities as fixed maturity securities on the consolidated balance sheets. We are currently indemnified against counterparty credit risk by the intermediary.

We ~~also have~~previously had a repurchase program in which we ~~sell~~sold an investment security at a specified price and ~~agree~~agreed to repurchase that security at another specified price at a later date. In 2017 we repaid $75 million, the entire amount due at maturity related to these repurchase agreements.

~~Genworth —holding~~Genworth—holding company

Genworth Financial and Genworth Holdings each acts as a holding company for their respective subsidiaries and do not have any significant operations of their own. Dividends from their respective subsidiaries, payments to them under tax sharing and expense reimbursement arrangements with their subsidiaries and proceeds from borrowings or securities issuances are their principal sources of cash to meet their obligations. Insurance laws and regulations regulate the payment of dividends and other distributions to Genworth Financial and Genworth Holdings by their insurance subsidiaries. We expect dividends paid by the insurance subsidiaries will vary depending on strategic objectives, regulatory requirements and business performance.

The primary uses of funds at Genworth Financial and Genworth Holdings include payment of holding company general operating expenses (including taxes), payment of principal, interest and other expenses on current and any future borrowings, payments under current and any future guarantees (including guarantees of certain subsidiary obligations), payment of amounts owed to GE under the Tax Matters Agreement, payments to subsidiaries (and, in the case of Genworth Holdings, to Genworth Financial) under tax sharing agreements, contributions to subsidiaries, repurchases of debt securities and, in the case of Genworth Holdings, loans, dividends or other distributions to Genworth Financial. In deploying future capital, important current priorities

include focusing on our operating businesses so they remain appropriately capitalized, and accelerating progress on reducing overall indebtedness of Genworth Holdings. We may from time to time seek to repurchase or redeem outstanding notes for cash (with cash on hand, proceeds from the issuance of new debt and/or the proceeds from asset or stock sales) in open market purchases, tender offers, privately negotiated transactions or otherwise. We currently seek to reduce our indebtedness over time through repurchases, redemptions and/or repayments at maturity.

Our Board of Directors has suspended the payment of stockholder dividends on our Genworth Financial common stock indefinitely. The declaration and payment of future dividends to holders of our common stock will be at the discretion of our Board of Directors and will be dependent on many factors including the receipt of dividends from our operating subsidiaries, our financial condition and operating results, the capital requirements of our subsidiaries, legal requirements, regulatory constraints, our credit and financial strength ratings and such other factors as the Board of Directors deems relevant. In addition, our Board of Directors has suspended repurchases of our Genworth Financial common stock under our stock repurchase program indefinitely. The resumption of our stock repurchase program will be at the discretion of our Board of Directors.

Genworth Holdings had ~~$849~~$754 million and $998 million of cash and cash equivalents, which included approximately ~~$74~~$52 million and $85 million of restricted assets, comprised primarily of cash and cash equivalents, as of ~~March 31,~~September 30, 2017 and December 31, 2016, respectively. Genworth Holdings also held ~~$150~~$75 million and $100 million in U.S. government securities as of ~~March 31,~~September 30, 2017 and December 31, 2016, respectively.

During the ~~three~~nine months ended ~~March 31,~~September 30, 2017 and 2016, we received common stock dividends from our international subsidiaries of ~~$52~~$119 million and ~~$73~~$250 million, respectively. Dividends in 2017 included $16 million from our participation in the share buyback programs in Genworth Mortgage Insurance Australia Limited (“Genworth Australia”) and Genworth Canada, as discussed below. Dividends in 2016 included $76 million for our portion of the AUD$202 million capital reduction in Genworth Australia in the second quarter of 2016.

Regulated insurance subsidiaries

The liquidity requirements of our regulated insurance subsidiaries principally relate to the liabilities associated with their various insurance and investment products, operating costs and expenses, the payment of dividends to us, contributions to their subsidiaries, payment of principal and interest on their outstanding debt obligations and income taxes. Liabilities arising from insurance and investment products include the payment of benefits, as well as cash payments in connection with policy surrenders and withdrawals, policy loans and obligations to redeem funding agreements.

Our insurance subsidiaries have used cash flows from operations and investment activities to fund their liquidity requirements. Our insurance subsidiaries’ principal cash inflows from operating activities are derived from premiums, annuity deposits and insurance and investment product fees and other income, including commissions, cost of insurance, mortality, expense and surrender charges, contract underwriting fees, investment management fees and dividends and distributions from their subsidiaries. The principal cash inflows from investment activities result from repayments of principal, investment income and, as necessary, sales of invested assets.

Our insurance subsidiaries maintain investment strategies intended to provide adequate funds to pay benefits without forced sales of investments. Products having liabilities with longer durations, such as certain life insurance and long-term care insurance policies, are matched with investments having similar duration such as long-term fixed maturity securities and commercial mortgage loans. Shorter-term liabilities are matched with fixed maturity securities that have short- and medium-term fixed maturities. In addition, our insurance subsidiaries hold highly liquid, high quality short-term investment securities and other liquid investment grade fixed maturity securities to fund anticipated operating expenses, surrenders and withdrawals. As of ~~March 31,~~September 30, 2017, our total cash, cash equivalents and invested assets were ~~$74.7~~$75.9 billion. Our investments in privately placed fixed maturity securities, commercial mortgage loans, policy loans, limited partnership investments and select mortgage-backed and asset-backed securities are relatively illiquid. These asset classes represented approximately ~~32%~~33% of the carrying value of our total cash, cash equivalents and invested assets as of ~~March 31,~~September 30, 2017.

In August 2017, Genworth Australia announced its intention to commence anon-market sharebuy-back program for shares up to a maximum aggregate amount of AUD$100 million. The total number of shares to be purchased by Genworth Australia under the program depends on business and market conditions, the prevailing share price, market volumes and other considerations. Pursuant to the program, in August 2017 and September 2017, Genworth Australia repurchased approximately 15.1 million of its shares for AUD$45 million. As the majority shareholder, we participated inon-market sales transactions during thebuy-back period to maintain our ownership position of approximately 52.0% and received $18 million in cash. Of the $18 million of cash proceeds received, $4 million was paid as a dividend to Genworth Holdings in the third quarter of 2017 and we expect the remaining amount of $14 million to be paid to Genworth Holdings as a dividend in the fourth quarter of 2017.

In May 2017, Genworth Canada announced acceptance by the Toronto Stock Exchange of its Notice of Intention to Make a Normal Course Issuer Bid (“NCIB”). Pursuant to the NCIB, Genworth Canada may, if considered advisable, purchase from time to time ~~over the next 12 months,~~through May 4, 2018, up to an aggregate of approximately 4.6 million of its issued and outstanding common shares. IfIn August 2017 and September 2017, Genworth Canada ~~decides to repurchase~~repurchased approximately 1.1 million of its shares for CAD$40 million through the ~~NCIB, we intend to participate~~NCIB. We participated in the NCIB in order to maintain our ~~overall~~ ownership position at its current ~~level.~~level of approximately 57.1% and received $18 million in cash. Of the $18 million of cash proceeds received, $12 million was paid as dividends to Genworth Holdings in the third quarter of 2017 and $6 million was retained by GMICO.

Capital resources and financing activities

On September 29, 2017, Genworth Canada, our majority-owned subsidiary, entered into a CAD$200 million syndicated senior unsecured revolving credit facility, which matures on September 29, 2022. Any borrowings under Genworth Canada’s credit facility will bear interest at a rate per annum equal to, at the option of Genworth Canada, either a fixed rate or a variable rate pursuant to the terms of the credit agreement. The credit facility includes customary representations, warranties, covenants, terms and conditions. This syndicated credit facility replaced an existing CAD$100 million senior unsecured revolving credit facility which was cancelled on September 29, 2017. As of September 30, 2017, there was no amount outstanding under Genworth Canada’s credit facility and all of the covenants were fully met.

We believe existing cash held at Genworth Holdings combined with dividends from operating subsidiaries, payments under tax sharing and expense reimbursement arrangements with subsidiaries, proceeds from borrowings or securities issuances, and if necessary, sales of assets, as described below, will provide us with sufficient capital flexibility and liquidity to meet our projected future operating and financing requirements. We actively monitor our liquidity position, liquidity generation options and the credit markets given changing market conditions. We target liquidity at Genworth Holdings to maintain a minimum balance of one andone-half times expected annual debt interest payments plus an additional $350 million. As of ~~March 31,~~September 30, 2017, Genworth Holdings was above this target due in part to intercompany tax payments of approximately $300 million received from its subsidiaries in 2016. Subject to the completion of the China Oceanwide transaction, China Oceanwide has committed in the Merger Agreement to contribute $600 million of cash to us to address our debt maturing in May 2018, on or before its maturity. We will continue to evaluate our target level of liquidity as circumstances warrant and may move above or below the target for a period of time given future actions and due to the timing of cash inflows and outflows. Additionally, we will continue to evaluate market influences on the valuation of our senior debt, and may consider additional opportunities to repurchase our debt over time. We cannot predict with any certainty the impact to us from any future disruptions in the credit markets or the recent or any further downgrades by one or more of the rating agencies of the financial strength ratings of our insurance company subsidiaries and/or the credit ratings of our holding companies. We are currently reviewing potential refinancing options, which may include secured indebtedness,to address upcoming debt maturitiesin the event the transaction with China Oceanwide cannot be completed in a timely manner or at all. We could also utilize holding company cash and/or pursue potential asset sales to address upcoming debt maturities in the event the transaction with China Oceanwide cannot be completed. In the absence of the transaction with China Oceanwide ~~transaction~~ or ~~in the event~~a refinancing alternative, we ~~are unable to refinance our debt maturities,~~believe we ~~may be required~~would need to pursue asset sales to address our debt maturities, including potential sales of our mortgage insurance businesses in

Canada ~~and Australia~~ and/or ~~a partial sale of~~Australia. We are also evaluating options to insulate our U.S. mortgage insurance business ~~to service our holding company debt.~~from additional ratings pressure, including a potential partial sale, in the event the transaction with China Oceanwide cannot be completed. The availability of additional funding will depend on a variety of factors such as market conditions, regulatory considerations, the general availability of credit, the overall availability of credit to the financial services industry, the level of activity and availability of reinsurance, our credit ratings and credit capacity and the performance of and outlook for our business. For a discussion of certain risks associated with our liquidity, see “Item 1A—Risk ~~Factors—~~Factors)—Our internal sources of liquidity may be insufficient to meet our needs and our access to capital may be limited or unavailable. Under such conditions, we may seek additional capital but may be unable to obtain it” in our 2016 Annual Report on Form10-K.

Contractual obligations and commercial commitments

Except as disclosed above, there have been no material additions or changes to our contractual obligations and commercial commitments as set forth in our 2016 Annual Report on Form10-K filed on February 27, 2017.

Securitization Entities

There were nooff-balance sheet securitization transactions during the ~~three~~nine months ended ~~March 31,~~September 30, 2017 or 2016.

New Accounting Standards

For a discussion of recently adopted accounting standards, see note 2 in our consolidated financial statements under “Item 1—Financial Statements.”

~~Item 3. Quantitative and Qualitative Disclosures About Market Risk~~

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of the loss of fair value resulting from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and equity prices. Market risk is directly influenced by the volatility and liquidity in the markets in which the related underlying financial instruments are traded. Except as disclosed below, there were no other material changes in our market risks since December 31, 2016.

~~Global~~Interest rates remain at historically low levels despite the fact the U.S. Federal Reserve has raised its benchmark lending rate two times in 2017 and market expectations remain for an additional rate increase during 2017. Despite the Federal Reserve’s actions, U.S. Treasury yields ~~closed~~were lower throughout the ~~first~~third quarter of 2017 ~~relatively unchanged from the year end levels~~ but did trend higher intra-quarter. The Federal Reserve raised its policy rate during the first quarter of 2017, driving shorter maturity yields higher and flattening the yield curve. Prospects and timing for pro-growth fiscal stimulusrose significantly in the ~~U.S. have become~~last week of September 2017, in response to potential tax reform. However,pro-growth stimulus policies are still uncertain and weaker inflation data has investors more ~~uncertain, dampening expectations~~cautious on the direction of ~~a more rapid rise in~~longer term interest ~~rates that was prevalent early in the current year.~~rates. See “—Business trends and conditions” and “—Investments and Derivative Instruments” in “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion of recent market conditions.

We are exposed to foreign currency exchange risks associated with fluctuations in foreign currency exchange rates against the U.S. dollar resulting from our international operations andnon-U.S.-denominated securities. Our primary international operations are located in Canada and Australia. The assets and liabilities of our international operations are translated into U.S. dollars at the exchange rates in effect at the balance sheet date, while revenues and expenses of our international operations are translated into U.S. dollars at the average rates of exchange during the period of the transaction. In general, the weakening of the U.S. dollar results in higher levels of reported assets, liabilities, revenues and net income (loss). As of ~~March 31,~~September 30, 2017, the U.S. dollar weakened against the currencies in Canada and Australia compared to the balance sheet rate as of December 31, 2016. ~~However, as~~In the third quarter of ~~March 31, 2017, the U.S. dollar strengthened slightly against the currencies in Canada and Australia compared to the balance sheet rate as of March 31, 2016. For the three months ended March 31,~~ 2017, the U.S. dollar weakened against the currencies in Canada and Australia compared to the average rate ~~for~~in the ~~year ended December 31, 2016 and for the three months ended March 31,~~third quarter of 2016. See “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion on the impact of changes in foreign currency exchange rates.

~~Except as disclosed above, there were no other material changes in our market risk since December 31, 2016.~~

~~Item 4. Controls and Procedures~~

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of ~~March 31,~~September 30, 2017, an evaluation was conducted under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules13a-15(e) and15d-15(e) under the Securities Exchange Act of 1934). Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were effective as of ~~March 31,~~September 30, 2017.

Changes in Internal Control Over Financial Reporting During the Quarter Ended ~~March 31,~~September 30, 2017

During the three months ended ~~March 31,~~September 30, 2017, there have not been any changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

~~Item 1. Legal Proceedings~~

Item 1.

Legal Proceedings

See note 1011 in our unaudited condensed consolidated financial statements under “Part 1—Item 1—Financial Statements” for a description of material pending litigation and regulatory matters affecting us.

~~Item 1A. Risk Factors~~

Item 1A.

Risk Factors

The discussion of our business and operations should be read together with the risk factors contained in Item 1A of our 2016 Annual Report on Form10-K, which together describe various risks and uncertainties to which we are or may become subject. These risks and uncertainties have the potential to affect our business, financial condition, results of operations, cash flows, strategies or prospects in a material and adverse manner. There have been no material changes to the risk factors set forth in the above-referenced filing as of ~~March 31,~~September 30, 2017.

~~Item 6. Exhibits~~

Item 6.

Exhibits


Number		Description
~~10.1§~~
2.1		~~Form~~Waiver and Agreement, dated as of ~~2017-2019 Performance Stock Unit Award Agreement under the 2012~~August 21, 2017, among Genworth Financial, Inc. ~~Omnibus Incentive Plan (filed herewith)~~, Asia Pacific Global Capital Co., Ltd., and Asia Pacific Global Capital USA Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form8-K filed on August 21, 2017)

12		Statement of Ratio of Income to Fixed Charges (filed herewith)

31.1		Certification of Thomas J. McInerney (filed herewith)

31.2		Certification of Kelly L. Groh (filed herewith)

32.1		Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code—Thomas J. McInerney (filed herewith)

32.2		Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code—Kelly L. Groh (filed herewith)

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

§	~~Management contract or compensatory plan or arrangement.~~

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	GENWORTH FINANCIAL, INC. (Registrant)

Date: ~~May~~November 3, 2017

	By:	/s/S/ Matthew D. Farney
		Matthew D. Farney Vice President and Controller (Principal Accounting Officer)

~~145~~176


	Investment Grade
	20% to 50%										Greater than 50%
(Dollar amounts in millions)	Fair value		Gross unrealized losses			% of total gross unrealized losses			Number of securities		Fair value		Gross unrealized losses		% of total gross unrealized losses			Number of securities
Fixed maturity securities:
State and political subdivisions	$	9	$	(3	)		1	%		1	$	—	$	—		—	%		—
Structured securities:
Other asset-backed		29		(9	)		2			4		—		—		—			—

Total structured securities		29		(9	)		2			4		—		—		—			—

Total	$	38	$	(12	)		3	%		5	$	—	$	—		—	%		—


	Below Investment Grade
	20% to 50%										Greater than 50%
(Dollar amounts in millions)	Fair value		Gross unrealized losses			% of total gross unrealized losses			Number of securities		Fair value		Gross unrealized losses		% of total gross unrealized losses			Number of securities
Fixed maturity securities:
Non-U.S. government	$	2	$	(1	)		—	%		1	$	—	$	—		—	%		—

Total	$	2	$	(1	)		—	%		1	$	—	$	—		—	%		—


(Amounts in millions)	Beginning balance as of January 1, 2016		Total realized and unrealized (gains) losses					Purchases		Sales		Issuances		Settlements			Transfer into Level 3		Transfer out of Level 3		Ending balance as of March 31, 2016		Total (gains) losses included in net (income) attributable to liabilities still held
(Amounts in millions)	Beginning balance as of January 1, 2016		Included in net (income)			Included in OCI		Purchases		Sales		Issuances		Settlements			Transfer into Level 3		Transfer out of Level 3		Ending balance as of March 31, 2016
Policyholder account balances:
GMWB embedded derivatives ⁽¹⁾	$	352	$	83		$	—	$	—	$	—	$	8	$	—		$	—	$	—	$	443	$	87
Fixed index annuity embedded derivatives		342		(3	)		—		—		—		10		(4	)		—		—		345		(3	)
Indexed universal life embedded derivatives		10		(2	)		—		—		—		4		—			—		—		12		(2	)

Total policyholder account balances		704		78			—		—		—		22		(4	)		—		—		800		82

Derivative liabilities:
Credit default swaps related to securitization entities		14		(9	)		—		—		—		1		—			—		—		6		(9	)

Total derivative liabilities		14		(9	)		—		—		—		1		—			—		—		6		(9	)

Borrowings related to securitization entities		81		4			—		—		—		—		—			—		—		85		4

Total Level 3 liabilities	$	799	$	73		$	—	$	—	$	—	$	23	$	(4	)	$	—	$	—	$	891	$	77


	Percent of primary risk in-force as of March 31, 2017			Percent of total reserves as of March 31, 2017 ⁽¹⁾			Delinquency rate
	Percent of primary risk in-force as of March 31, 2017			Percent of total reserves as of March 31, 2017 ⁽¹⁾			March 31, 2017			December 31, 2016			March 31, 2016
By State:
California		8	%		3	%		1.40	%		1.56	%		1.91	%
Texas		7	%		3	%		2.94	%		3.33	%		3.30	%
Florida		6	%		12	%		4.41	%		4.89	%		6.54	%
New York		6	%		17	%		6.26	%		6.88	%		8.21	%
Illinois		6	%		5	%		3.11	%		3.45	%		3.98	%
Pennsylvania		4	%		4	%		4.09	%		4.70	%		5.30	%
Michigan		4	%		1	%		1.62	%		1.79	%		2.08	%
Washington		4	%		2	%		1.52	%		1.79	%		2.44	%
Ohio		4	%		2	%		2.85	%		3.30	%		3.52	%
North Carolina		4	%		2	%		3.16	%		3.65	%		4.24	%


	March 31, 2017			December 31, 2016			March 31, 2016
Primary insured loans in-force		2,074,984			2,029,400			1,860,978
Delinquent loans		2,082			2,070			2,034
Percentage of delinquent loans (delinquency rate)		0.10	%		0.10	%		0.11	%

Flow loans in-force		1,402,813			1,394,067			1,341,636
Flow delinquent loans		1,697			1,693			1,711
Percentage of flow delinquent loans (delinquency rate)		0.12	%		0.12	%		0.13	%

Bulk loans in-force		672,171			635,333			519,342
Bulk delinquent loans		385			377			323
Percentage of bulk delinquent loans (delinquency rate)		0.06	%		0.06	%		0.06	%

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