GENWORTH FINANCIAL INC - Quarter Report: 2023 September (Form 10-Q)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

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

For the quarterly period ended September 30, 2023

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

For the transition period from

Commission file number

001-32195

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 (Zip Code)
(Address of principal executive offices)

(804)

281

600

(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 every Interactive Data File required to be submitted pursuant to Rule 405 of

Regulation S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes

☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

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 Rule

12b-2

of the Exchange Act).

Yes ☐

☒

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, par value $.001 per share	GNW	New York Stock Exchange

As of November

, 2023, 451,004,727 shares of Class A Common Stock, par value $0.001 per share, were outstanding.

Table of Contents

TABLE OF CONTENTS


		Page
PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements		3
	Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 (Unaudited)		3
	Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2023 and 2022 (Unaudited)		4
	Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2023 and 2022 (Unaudited)		5
	Condensed Consolidated Statements of Changes in Equity for the three and nine months ended September 30, 2023 and 2022 (Unaudited)		6
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 (Unaudited)		8
	Notes to Condensed Consolidated Financial Statements (Unaudited)		9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		99
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		161
Item 4.	Controls and Procedures		161

PART II—OTHER INFORMATION
Item 1.	Legal Proceedings		162
Item 1A.	Risk Factors		162
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		162
Item 5.	Other Information		162
Item 6.	Exhibits		163
Signatures			164

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

GENWORTH FINANCIAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in millions, except par value and share amounts)

(Unaudited)


	September 30, 2023			December 31, 2022
				(As adjusted)
Assets
Investments:
Fixed maturity securities available-for-sale, at fair value (amortized cost of $49,855 and $50,834, respectively, and allowance for credit losses of $6 and $—, respectively, as of September 30, 2023 and December 31, 2022)	$	43,968		$	46,583
Equity securities, at fair value		363			319
Commercial mortgage loans (net of unamortized balance of loan origination fees and costs of $4 as of September 30, 2023 and December 31, 2022)		6,818			7,032
Less: Allowance for credit losses		(25	)		(22	)

Commercial mortgage loans, net		6,793			7,010
Policy loans		2,233			2,139
Limited partnerships		2,699			2,331
Other invested assets		645			566

Total investments		56,701			58,948
Cash, cash equivalents and restricted cash		1,993			1,799
Accrued investment income		620			643
Deferred acquisition costs		2,042			2,211
Intangible assets		199			203
Reinsurance recoverable		17,623			19,059
Less: Allowance for credit losses		(28	)		(63	)

Reinsurance recoverable, net		17,595			18,996
Other assets		453			488
Deferred tax asset		1,580			1,983
Market risk benefit assets		39			26
Separate account assets		4,244			4,417

Total assets	$	85,466		$	89,714

Liabilities and equity
Liabilities:
Future policy benefits	$	51,740		$	55,407
Policyholder account balances		15,590			16,564
Market risk benefit liabilities		579			748
Liability for policy and contract claims		631			683
Unearned premiums		162			203
Other liabilities		2,038			1,687
Long-term borrowings		1,602			1,611
Separate account liabilities		4,244			4,417
Liabilities related to discontinued operations		2			8

Total liabilities		76,588			81,328

Commitments and contingencies (Note 19)
Equity:
Class A common stock, $0.001 par value; 1,500,000,000 shares authorized; 603,151,611 and 600,036,269 shares issued as of September 30, 2023 and December 31, 2022, respectively; 452,722,552 and 495,446,960 shares outstanding as of September 30, 2023 and December 31, 2022, respectively		1			1
Additional paid-in capital		11,877			11,869
Accumulated other comprehensive income (loss)		(2,220	)		(2,614	)
Retained earnings		1,426			1,139
Treasury stock, at cost (150,429,059 and 104,589,309 shares as of September 30, 2023 and December 31, 2022, respectively)		(3,028	)		(2,764	)

Total Genworth Financial, Inc.’s stockholders’ equity		8,056			7,631
Noncontrolling interests		822			755

Total equity		8,878			8,386

Total liabilities and equity	$	85,466		$	89,714

See Notes to Condensed Consolidated Financial Statements

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GENWORTH FINANCIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Amounts in millions, except per share amounts)

(Unaudited)


	Three months ended September 30,						Nine months ended September 30,
	2023			2022			2023			2022
				(As Adjusted)						(As Adjusted)
Revenues:
Premiums	$	915		$	929		$	2,732		$	2,762
Net investment income		801			808			2,373			2,359
Net investment gains (losses)		(43	)		(58	)		(15	)		3
Policy fees and other income		158			169			487			504

Total revenues		1,831			1,848			5,577			5,628

Benefits and expenses:
Benefits and other changes in policy reserves		1,199			1,159			3,550			3,094
Liability remeasurement (gains) losses		116			17			171			(23	)
Changes in fair value of market risk benefits and associated hedges		(24	)		(27	)		(26	)		(48	)
Interest credited		127			128			379			379
Acquisition and operating expenses, net of deferrals		228			245			694			1,060
Amortization of deferred acquisition costs and intangibles		65			80			201			252
Interest expense		30			26			88			78

Total benefits and expenses		1,741			1,628			5,057			4,792

Income from continuing operations before income taxes		90			220			520			836
Provision for income taxes		30			54			140			200

Income from continuing operations		60			166			380			636
Income from discontinued operations, net of taxes		—			5			2			2

Net income		60			171			382			638
Less: net income from continuing operations attributable to noncontrolling interests		31			35			94			103
Less: net income from discontinued operations attributable to noncontrolling interests		—			—			—			—

Net income available to Genworth Financial, Inc.’s common stockholders	$	29		$	136		$	288		$	535

Net income available to Genworth Financial, Inc.’s common stockholders:
Income from continuing operations available to Genworth Financial, Inc.’s common stockholders	$	29		$	131		$	286		$	533
Income from discontinued operations available to Genworth Financial, Inc.’s common stockholders		—			5			2			2

Net income available to Genworth Financial, Inc.’s common stockholders	$	29		$	136		$	288		$	535

Income from continuing operations available to Genworth Financial, Inc.’s common stockholders per share:
Basic	$	0.06		$	0.26		$	0.60		$	1.05

Diluted	$	0.06		$	0.26		$	0.59		$	1.04

Net income available to Genworth Financial, Inc.’s common stockholders per share:
Basic	$	0.06		$	0.27		$	0.61		$	1.05

Diluted	$	0.06		$	0.27		$	0.60		$	1.04

Weighted-average common shares outstanding:
Basic		460.5			503.8			475.3			507.0

Diluted		466.0			509.3			481.4			513.6

See Notes to Condensed Consolidated Financial Statements

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GENWORTH FINANCIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in millions)

(Unaudited)


	Three months ended September 30,						Nine months ended September 30,
	2023			2022			2023			2022
				(As adjusted)						(As adjusted)
Net income	$	60		$	171		$	382		$	638
Other comprehensive income (loss), net of taxes:
Net unrealized gains (losses) on securities without an allowance for credit losses		(1,732	)		(2,517	)		(1,374	)		(10,181	)
Net unrealized gains (losses) on securities with an allowance for credit losses		—			—			—			—
Derivatives qualifying as hedges		(427	)		(135	)		(473	)		(715	)
Change in discount rate used to measure future policy benefits		2,790			3,282			2,229			14,033
Change in instrument-specific credit risk of market risk benefits		3			1			4			4
Foreign currency translation and other adjustments		(3	)		—			5			(12	)

Total other comprehensive income (loss)		631			631			391			3,129

Total comprehensive income		691			802			773			3,767
Less: comprehensive income attributable to noncontrolling interests		21			10			91			9

Total comprehensive income available to Genworth Financial, Inc.’s common stockholders	$	670		$	792		$	682		$	3,758

See Notes to Condensed Consolidated Financial Statements

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GENWORTH FINANCIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Amounts in millions)

(Unaudited)


	Three months ended September 30, 2023
	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 June 30, 2023	$	1	$	11,869	$	(2,861	)	$	1,398		$	(2,947	)	$	7,460		$	807		$	8,267
Repurchase of subsidiary shares		—		—		—			—			—			—			(1	)		(1	)
Comprehensive income (loss):
Net income		—		—		—			29			—			29			31			60
Other comprehensive income (loss), net of taxes		—		—		641			—			—			641			(10	)		631

Total comprehensive income															670			21			691
Treasury stock acquired in connection with share repurchases		—		—		—			—			(81	)		(81	)		—			(81	)
Dividends to noncontrolling interests		—		—		—			—			—			—			(5	)		(5	)
Stock-based compensation expense and exercises and other		—		8		—			(1	)		—			7			—			7

Balances as of September 30, 2023	$	1	$	11,877	$	(2,220	)	$	1,426		$	(3,028	)	$	8,056		$	822		$	8,878


	Three months ended September 30, 2022
	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 June 30, 2022 (as adjusted)	$	1	$	11,859	$	(3,288	)	$	624		$	(2,715	)	$	6,481		$	751		$	7,232
Comprehensive income (loss):
Net income		—		—		—			136			—			136			35			171
Other comprehensive income (loss), net of taxes		—		—		656			—			—			656			(25	)		631

Total comprehensive income															792			10			802
Treasury stock acquired in connection with share repurchases		—		—		—			—			(19	)		(19	)		—			(19	)
Dividends to noncontrolling interests		—		—		—			—			—			—			(4	)		(4	)
Stock-based compensation expense and exercises and other		—		6		—			—			—			6			1			7

Balances as of September 30, 2022 (as adjusted)	$	1	$	11,865	$	(2,632	)	$	760		$	(2,734	)	$	7,260		$	758		$	8,018

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GENWORTH FINANCIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY, CONTINUED

(Amounts in millions)

(Unaudited)


	Nine months ended September 30, 2023
	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, 2022 (as adjusted)	$	1	$	11,869	$	(2,614	)	$	1,139		$	(2,764	)	$	7,631		$	755		$	8,386
Repurchase of subsidiary shares		—		—		—			—			—			—			(13	)		(13	)
Comprehensive income (loss):
Net income		—		—		—			288			—			288			94			382
Other comprehensive income (loss), net of taxes		—		—		394			—			—			394			(3	)		391

Total comprehensive income															682			91			773
Treasury stock acquired in connection with share repurchases		—		—		—			—			(264	)		(264	)		—			(264	)
Dividends to noncontrolling interests		—		—		—			—			—			—			(14	)		(14	)
Stock-based compensation expense and exercises and other		—		8		—			(1	)		—			7			3			10

Balances as of September 30, 2023	$	1	$	11,877	$	(2,220	)	$	1,426		$	(3,028	)	$	8,056		$	822		$	8,878


	Nine months ended September 30, 2022
	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, 2021 (as adjusted)	$	1	$	11,858	$	(5,855	)	$	225		$	(2,700	)	$	3,529		$	756		$	4,285
Comprehensive income (loss):
Net income		—		—		—			535			—			535			103			638
Other comprehensive income (loss), net of taxes		—		—		3,223			—			—			3,223			(94	)		3,129

Total comprehensive income															3,758			9			3,767
Treasury stock acquired in connection with share repurchases		—		—		—			—			(34	)		(34	)		—			(34	)
Dividends to noncontrolling interests		—		—		—			—			—			—			(8	)		(8	)
Stock-based compensation expense and exercises and other		—		7		—			—			—			7			1			8

Balances as of September 30, 2022 (as adjusted)	$	1	$	11,865	$	(2,632	)	$	760		$	(2,734	)	$	7,260		$	758		$	8,018

See Notes to Condensed Consolidated Financial Statements

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GENWORTH FINANCIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in millions)

(Unaudited)


	Nine months ended September 30,
	2023			2022
				(As adjusted)
Cash flows from (used by) operating activities:
Net income	$	382		$	638
Less income from discontinued operations, net of taxes		(2	)		(2	)
Adjustments to reconcile net income to net cash from operating activities:
Amortization of fixed maturity securities discounts and premiums		(84	)		(127	)
Net investment (gains) losses		15			(3	)
Changes in fair value of market risk benefits and associated hedges		(26	)		(48	)
Charges assessed to policyholders		(430	)		(438	)
Acquisition costs deferred		(6	)		(10	)
Amortization of deferred acquisition costs and intangibles		201			252
Deferred income taxes		135			200
Derivative instruments, limited partnerships and other		(378	)		(250	)
Stock-based compensation expense		37			29
Change in certain assets and liabilities:
Accrued investment income and other assets		(124	)		(105	)
Insurance reserves		903			995
Current tax liabilities		(5	)		(4	)
Other liabilities, policy and contract claims and other policy-related balances		(166	)		(451	)
Cash used by operating activities—discontinued operations		(2	)		(31	)

Net cash from operating activities		450			645

Cash flows from (used by) investing activities:
Proceeds from maturities and repayments of investments:
Fixed maturity securities		1,676			2,154
Commercial mortgage loans		386			514
Limited partnerships and other invested assets		102			146
Proceeds from sales of investments:
Fixed maturity and equity securities		1,533			2,061
Purchases and originations of investments:
Fixed maturity and equity securities		(2,187	)		(3,222	)
Commercial mortgage loans		(178	)		(765	)
Limited partnerships and other invested assets		(432	)		(491	)
Short-term investments, net		(15	)		24
Policy loans, net		66			31
Other		(38	)		—

Net cash from investing activities		913			452

Cash flows from (used by) financing activities:
Deposits to universal life and investment contracts		437			466
Withdrawals from universal life and investment contracts		(1,308	)		(1,190	)
Repayment and repurchase of long-term debt		(11	)		(284	)
Repurchase of subsidiary shares		(13	)		—
Treasury stock acquired in connection with share repurchases		(261	)		(34	)
Dividends paid to noncontrolling interests		(14	)		(8	)
Other, net		—			(57	)

Net cash used by financing activities		(1,170	)		(1,107	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		1			—

Net change in cash, cash equivalents and restricted cash		194			(10	)
Cash, cash equivalents and restricted cash at beginning of period		1,799			1,571

Cash, cash equivalents and restricted cash at end of period		1,993			1,561
Less cash, cash equivalents and restricted cash of discontinued operations at end of period		—			—

Cash, cash equivalents and restricted cash of continuing operations at end of period	$	1,993		$	1,561

See Notes to Condensed Consolidated Financial Statements

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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 of its 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.

The accompanying unaudited condensed financial statements include on a consolidated basis the accounts of Genworth Financial and its affiliate companies in which it holds a majority voting interest or power to direct activities of certain variable interest entities (“VIEs”), which on a consolidated basis is referred to as “Genworth,” the “Company,” “we,” “us” or “our” unless the context otherwise requires. All intercompany accounts and transactions have been eliminated in consolidation. References to “Genworth Financial” refer solely to Genworth Financial, Inc., and not to any of its consolidated subsidiaries.

Beginning in the first quarter of 2023, we changed our operating segments to better align with how we manage our business. The changes allow us to sharpen our focus on common aspects of products within each segment and enhance understanding of business performance. All prior period financial information has been

re-presented

to reflect the reorganized segment reporting structure. Under the new reporting structure, we operate our business through the following three operating segments:

•

Enact.

Our Enact segment predominantly includes Enact Holdings, Inc., (“Enact Holdings”) and its mortgage insurance subsidiaries. Through Enact Holdings, we offer mortgage insurance products predominantly insuring prime-based, individually underwritten residential mortgage loans at specified coverage percentages (“primary mortgage insurance”). Enact Holdings also selectively enters into insurance transactions with lenders and investors, under which it insures a portfolio of loans at or after origination (“pool mortgage insurance”).

•

Long-Term Care Insurance.

Through our principal U.S. life insurance subsidiaries, we offer long-term care insurance products in the United States. Long-term care insurance products are intended to protect against the significant and escalating costs of long-term care services provided in the insured’s home or assisted living or nursing facilities.

•

Life and Annuities.

We service a variety of protection and retirement income products through our principal U.S. life insurance subsidiaries that are not actively marketed or sold. These products include traditional and

non-traditional

life insurance (term, universal and term universal life insurance as well as corporate-owned life insurance and funding agreements), fixed annuities and variable annuities, which include variable life insurance.

In addition to our three operating segments, we also have Corporate and Other, which includes 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 reported outside of our operating segments, such as certain international businesses and discontinued operations. Corporate and Other also includes

start-up

results related to

fee-based

services, care support and advice, clinical assessments and consulting offered by CareScout LLC (“CareScout”) to advance our senior care growth initiatives.

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

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 2022 Annual Report on Form

10-K.

Certain prior year amounts have been reclassified to conform to the current year presentation.

On May 2, 2022, Genworth Financial’s Board of Directors authorized a share repurchase program under which Genworth Financial may repurchase up to $350 million of its outstanding Class A common stock. On July 31, 2023, Genworth Financial’s Board of Directors authorized an additional $350 million of share repurchases under the existing share repurchase program. Pursuant to the program, during the nine months ended September 30, 2023, Genworth Financial repurchased 45,839,750 shares of its common stock at an average price of $5.68 per share for a total cost of $264 million, including excise taxes and other costs paid in connection with acquiring the shares. The repurchased shares were recorded at cost and presented as treasury stock in a separate caption in equity in our condensed consolidated balance sheets. Genworth Financial also authorized share repurchases through a Rule

10b5-1

trading plan under which 1,717,825 shares of its common stock were repurchased during October 2023 at an average price of $5.82 per share for a total cost of $10 million before excise taxes, leaving approximately $366 million authorized amount remaining under the share repurchase program as of October 31, 2023. Under the program, share repurchases may be made at Genworth’s discretion from time to time in open market transactions, privately negotiated transactions, or other means, including through Rule

10b5-1

trading plans. The timing and number of future shares repurchased under the share repurchase program will depend on a variety of factors, including Genworth Financial’s stock price and trading volume, and general business and market conditions, among other factors. The authorization has no expiration date and may be modified, suspended or terminated at any time.

(2) Accounting Changes

Accounting Pronouncements Recently Adopted

On January 1, 2023, we adopted new accounting guidance that significantly changed the recognition and measurement of long-duration insurance contracts, commonly known as long-duration targeted improvements (“LDTI”). This new accounting guidance directly impacted deferred acquisition costs (“DAC”), intangible assets and insurance assets and liabilities in our U.S. life insurance companies, and also significantly increased our disclosure requirements. While the new guidance has had a significant impact on existing U.S. GAAP financial statements and disclosures, it does not impact the cash flows or underlying economics of the business, business strategy, statutory net income (loss), risk-based capital of our U.S. life insurance companies, management of capital or our Enact segment and Corporate and Other.

We adopted this new accounting guidance using the modified retrospective transition method for all topics except for market risk benefits (“MRBs”), which was required to be applied using the retrospective transition method. The modified retrospective transition method generally results in applying the guidance to contracts on the basis of existing carrying values as of January 1, 2021 (the “Transition Date”). The new accounting guidance, for all topics, was applied as of the Transition Date with an adjustment to beginning retained earnings and accumulated other comprehensive income (loss). In addition, prior period financial information has been

re-presented

in accordance

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

with the new accounting standard. As of the Transition Date, we decreased total stockholders’ equity by $13.7 billion

after-tax.

The total decrease to stockholders’ equity included a reduction to retained earnings of $2.2 billion and a reduction in accumulated other comprehensive income (loss) of $11.5 billion. Our long-term care insurance business was the most significantly impacted from the adoption due to the requirement to remeasure the liability for future policy benefits and related reinsurance recoverables at the

single-A

bond rate as of the Transition Date, which at that time was materially lower than the

locked-in

discount rate. Refer to note 3 for further information about the cumulative effect adjustment recorded upon adoption of this new accounting guidance.

As a result of adopting this new accounting guidance, our insurance assets and liabilities have been sensitive to movements in interest rates, which will likely result in continued volatility to our stockholders’ equity. Refer to note 20 for additional detail related to the impact changes in interest rates have had on our accumulated other comprehensive income (loss) resulting from updating the discount rate used to measure the liability for future policy benefits and related reinsurance recoverables.

The key areas of change introduced by the adoption of LDTI and the related effect to our accounting policies are summarized in the table below. Less significant accounting policy changes from adopting LDTI are not included in the below table.


Key Area Impacted	Change to Accounting Policy	Policy Elections and Other Significant Matters
DAC and balances amortized on a basis consistent with DAC, including intangible assets and cost of reinsurance	DAC associated with long-duration insurance contracts is grouped into cohorts consistent with groupings used to estimate the related liability for future policy benefits and is amortized on a constant level basis over the expected contract term, which approximates straight-line. Assumptions used to amortize DAC are consistent with the assumptions used to estimate the liability for future policy benefits. Revised assumptions are recognized prospectively over the remaining term of the related contract. DAC and balances amortized on a basis consistent with DAC are no longer subject to impairment, shadow adjustments or recoverability testing; however, present value of future profits (“PVFP”) is still assessed for recoverability in connection with premium deficiency testing.	The constant level basis we use to amortize DAC by product is as follows: • long-term care insurance – total life count • life insurance – face amount • fixed and variable annuities – policy count We apply the amortization rate at the beginning of the current reporting period, which reflects assumption updates, if applicable, and actual experience through the end of the current reporting period. We have elected to amortize intangible assets associated with investment contracts, such as PVFP, in a manner consistent with DAC. Cost of reinsurance is deferred and amortized in a manner consistent with DAC over the terms of the related reinsurance treaties.

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(Unaudited)


Key Area Impacted	Change to Accounting Policy	Policy Elections and Other Significant Matters
MRBs, which include contracts or contract features that protect the policyholder’s account balance and expose the insurer to other-than-nominal capital market risk, such as guaranteed minimum death benefits (“GMDBs”), guaranteed minimum withdrawal benefits (“GMWBs”) and guaranteed payout annuity floor benefits (“GPAFs”)	MRBs are measured at fair value with changes related to instrument-specific credit risk recorded as a separate component in accumulated other comprehensive income (loss) and remaining changes recorded in net income (loss).	For additional details, see notes 7 and 13.

Liability for future policy benefits – level of aggregation	For the purpose of calculating the net premium ratio used to measure the liability for future policy benefits, long-duration insurance contracts are grouped into annual cohorts on the basis of original contract issue date. For acquired contracts, the acquisition date is considered the original contract issue date. The net premium ratio for long-duration traditional and limited-payment contracts is the ratio of expected benefits less the existing carrying value of reserves to gross premiums.	Traditional and limited-payment long-duration insurance contracts are generally grouped into annual calendar-year cohorts based on the contract issue date, product type and company. Limited-payment contracts are grouped into cohorts separately from other traditional products and riders are combined with the associated base policies. Certain products may also be grouped by acquisition date for acquired contracts and reinsurance treaty effective date for reinsurance recoverables.

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(Unaudited)


Key Area Impacted	Change to Accounting Policy	Policy Elections and Other Significant Matters
Liability for future policy benefits – cash flow assumptions	All cash flow assumptions used to estimate the liability for future policy benefits (including health care experience, policyholder persistency or lapses (i.e., the probability that a policy or contract will remain in-force from one period to the next), insured mortality (i.e., life expectancy or longevity), insured morbidity (i.e., frequency and severity of claim, including claim termination rates and benefit utilization rates), and benefit reductions associated with our long-term care insurance in-force rate actions and legal settlements as well as cash payments made to policyholders who elect certain reduced benefit options in connection with legal settlements, referred to as settlement payments) are reviewed at least annually in the same period each year or more frequently if actual experience indicates a change is required. Changes in cash flow assumptions are recorded using a retrospective approach with a cumulative catch-up adjustment by recalculating the net premium ratio (which is capped at 100%) using actual historical and updated future cash flow assumptions. The liability for future policy benefits is recalculated using the revised net premium ratio and locked-in discount rate as of the beginning of the current reporting period and compared to the carrying amount as of the beginning of the current reporting period using the previous net premium ratio and locked-in discount rate, with any difference recorded as a remeasurement gain (loss). Cash flow assumptions no longer reflect a provision for adverse deviation, and the premium deficiency test and shadow adjustments are eliminated.	We calculate a single liability for future policy benefits and therefore, all cash flows, including benefit payments (such as claims in course of settlement and incurred claims) are aggregated. As a result, our U.S. life insurance companies elected to combine their previously disclosed liability for policy and contract claims, excluding amounts related to certain life and annuity products not subject to the new accounting guidance, within the liability for future policy benefits and present the aggregate liability as one line item in our condensed consolidated balance sheets. Cash flow assumptions will be formally reviewed and updated as necessary based on experience studies in the fourth quarter each year. We elected to update the net premium ratio quarterly for actual versus expected experience; therefore, during interim reporting periods we will replace forecasted cash flow assumptions with actual cash flows with any difference recorded in net income (loss). We made an entity-wide election not to update our expense assumptions and therefore, these assumptions remain locked-in at the time of the Transition Date or if issued after the Transition Date, at the time of contract inception.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


Key Area Impacted	Change to Accounting Policy	Policy Elections and Other Significant Matters
Liability for future policy benefits – discount rate assumptions	The liability for future policy benefits is measured using two different discount rates, a current discount rate and a locked-in discount rate. The current discount rate is used to remeasure the liability for future policy benefits recorded in the condensed consolidated balance sheets and is a current upper-medium grade fixed-income instrument yield, commonly interpreted to be a single-A rated bond rate, with the same duration as the corresponding liability. The locked-in discount rate is used to determine the amounts recorded to net income (loss) and is held constant for the purpose of calculating the net premium ratio and interest accretion. The difference between the liability measured using the locked-in rate and the liability measured using the current rate is recorded in accumulated other comprehensive income (loss). For policies in-force prior to the Transition Date, the locked-in discount rate is equal to the discount rate in effect immediately before the Transition Date. For contracts issued on or after the Transition Date, the locked-in discount rate is a single-A rated bond rate identified at inception of the contract.	The methodology used to determine the current discount rate assumption maximizes the use of relevant observable inputs and minimizes the use of unobservable inputs. The current discount rate assumption is based on a single-A curve published by a market data service. For cash flows projected beyond the observable curve, we use estimation techniques consistent with Level 3 fair value measurements as defined in Note 2—Summary of Significant Accounting Policies included in the Notes to Consolidated Financial Statements in our 2022 Annual Report on Form 10-K to interpolate from the last observable rate to an estimated ultimate long-term rate. For contracts issued on or after the Transition Date, the locked-in discount rate for each issue-year cohort is determined as a single discount rate, using the weighted-average monthly single-A fixed-income forward curves over the current calendar year.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


Key Area Impacted	Change to Accounting Policy	Policy Elections and Other Significant Matters
Liability for future policy benefits – deferred profit liability	A deferred profit liability is established for limited-payment products at the time of contract issuance for any amount of gross premiums received in excess of net premiums, which is amortized into net income (loss) in proportion to insurance in-force for life insurance products and expected future benefit payments for fixed annuity products. Cash flow assumptions related to the deferred profit liability are consistent with the assumptions used to estimate the related liability for future policy benefits and are updated at the same time. The deferred profit liability is recalculated using updated cash flow assumptions as of the beginning of the current reporting period and compared to the current carrying amount as of the beginning of the current reporting period, with any difference recorded in net income (loss).

Policyholder account balances – additional insurance liabilities	Additional insurance liabilities are established for guarantees or certain product features not classified as MRBs or embedded derivatives. The remeasurement of additional insurance liabilities based on a revised benefit ratio is recorded as liability remeasurement (gains) losses in current period net income (loss). The calculation of additional insurance liabilities also includes investment performance. Therefore, the impacts from net unrealized investment gains and losses on available for-sale investment securities backing additional insurance liabilities are required to be analyzed, as if those unrealized investment gains and losses were realized. These “shadow adjustments” result in the recognition of unrealized gains and losses on additional insurance liabilities in a manner consistent with unrealized gains and losses on available-for-sale investment securities, which are recorded in accumulated other comprehensive income (loss).	Annual premium deficiency testing is still required to be performed for our universal and term universal life insurance products.

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the impacted lines of the condensed consolidated balance sheet as of December 31, 2022 reflecting the impact of adopting LDTI on January 1, 2023:


(Amounts in millions)	As originally reported			Effect of adopting LDTI			As adjusted
Assets
Deferred acquisition costs	$	2,200		$	11		$	2,211
Intangible assets		241			(38	)		203
Reinsurance recoverable		16,495			2,564			19,059
Less: Allowance for credit losses		(60	)		(3	)		(63	)

Reinsurance recoverable, net		16,435			2,561			18,996
Other assets		415			73			488
Deferred tax asset		1,344			639			1,983
Market risk benefit assets		—			26			26
Total assets		86,442			3,272			89,714
Liabilities and equity
Liabilities:
Future policy benefits		38,064			17,343			55,407
Policyholder account balances		17,113			(549	)		16,564
Market risk benefit liabilities		—			748			748
Liability for policy and contract claims		12,234			(11,551	)		683
Unearned premiums		584			(381	)		203
Other liabilities		1,672			15			1,687
Total liabilities		75,703			5,625			81,328
Equity:
Accumulated other comprehensive income (loss)		(2,220	)		(394	)		(2,614	)
Retained earnings		3,098			(1,959	)		1,139
Total Genworth Financial, Inc.’s stockholders’ equity		9,984			(2,353	)		7,631
Total equity		10,739			(2,353	)		8,386
Total liabilities and equity		86,442			3,272			89,714

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the impacted lines of the condensed consolidated statements of income for the three and nine months ended September 30, 2022 reflecting the impact of adopting LDTI on January 1, 2023:


	Three months ended September 30, 2022									Nine months ended September 30, 2022
(Amounts in millions, except per share amounts)	As originally reported			Effect of adopting LDTI			As adjusted			As originally reported			Effect of adopting LDTI			As adjusted
Revenues:
Premiums	$	934		$	(5	)	$	929		$	2,792		$	(30	)	$	2,762
Net investment gains (losses)		(69	)		11			(58	)		(33	)		36			3
Policy fees and other income		166			3			169			494			10			504
Total revenues		1,839			9			1,848			5,612			16			5,628
Benefits and expenses:
Benefits and other changes in policy reserves		1,180			(21	)		1,159			3,083			11			3,094
Liability remeasurement (gains) losses		—			17			17			—			(23	)		(23	)
Changes in fair value of market risk benefits and associated hedges		—			(27	)		(27	)		—			(48	)		(48	)
Interest credited		128			—			128			378			1			379
Acquisition and operating expenses, net of deferrals		240			5			245			1,100			(40	)		1,060
Amortization of deferred acquisition costs and intangibles		79			1			80			255			(3	)		252
Total benefits and expenses		1,653			(25	)		1,628			4,894			(102	)		4,792
Income from continuing operations before income taxes		186			34			220			718			118			836
Provision for income taxes		52			2			54			183			17			200
Income from continuing operations		134			32			166			535			101			636
Net income		139			32			171			537			101			638
Net income available to Genworth Financial, Inc.’s common stockholders		104			32			136			434			101			535
Income from continuing operations available to Genworth Financial, Inc.’s common stockholders		99			32			131			432			101			533
Net income available to Genworth Financial, Inc.’s common stockholders		104			32			136			434			101			535
Income from continuing operations available to Genworth Financial, Inc.’s common stockholders per share:
Basic		0.20			0.06			0.26			0.85			0.20			1.05
Diluted		0.19			0.07			0.26			0.84			0.20			1.04
Net income available to Genworth Financial, Inc.’s common stockholders per share:
Basic		0.21			0.06			0.27			0.86			0.19			1.05
Diluted		0.20			0.07			0.27			0.85			0.19			1.04

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the impacted lines of the condensed consolidated statement of cash flows for the nine months ended September 30, 2022 reflecting the impact of adopting LDTI on January 1, 2023:


(Amounts in millions)	As originally reported			Effect of adopting LDTI			As adjusted
Cash flows from (used by) operating activities:
Net income	$	537		$	101		$	638
Adjustments to reconcile net income to net cash from operating activities:
Net investment (gains) losses		33			(36	)		(3	)
Changes in fair value of market risk benefits and associated hedges		—			(48	)		(48	)
Charges assessed to policyholders		(444	)		6			(438	)
Acquisition costs deferred		—			(10	)		(10	)
Amortization of deferred acquisition costs and intangibles		255			(3	)		252
Deferred income taxes		183			17			200
Change in certain assets and liabilities:
Accrued investment income and other assets		(104	)		(1	)		(105	)
Insurance reserves		717			278			995
Other liabilities, policy and contract claims and other policy-related balances		(147	)		(304	)		(451	)
Net cash from operating activities		645			—			645

Accounting Pronouncements Not Yet Adopted

In June 2022, the FASB issued new accounting guidance related to the fair value measurement of equity securities subject to contractual sale restrictions. The guidance clarifies existing fair value guidance on measuring the fair value of an equity security subject to contractual sale restrictions and adds new disclosures related to these securities. This guidance is currently effective for us on January 1, 2024 using the prospective method, with early adoption permitted, which we do not intend to elect. We do not expect a significant impact from this guidance on our condensed consolidated financial statements and disclosures.

(3) Long-Duration Insurance Contracts Targeted Improvements

Transition Disclosures

On January 1, 2023, we adopted LDTI using the modified retrospective method for all topics except for MRBs, which was adopted using the retrospective method, as of January 1, 2021 or the Transition Date. When applying the new accounting guidance for MRBs, hindsight was applied where necessary to determine actuarial assumptions for MRBs primarily associated with variable annuities for certain older blocks of business issued before 2003 and certain small runoff blocks of business as observable data was not available. The modified retrospective approach for DAC and balances amortized on a basis consistent with DAC was applied before MRBs were retrospectively measured and, as a result, the historical DAC balances were carried over as of the Transition Date.

In the year of adoption only, we have included rollforwards of activity for the year ended December 31, 2021 for DAC, PVFP, the liability for future policy benefits, policyholder account balances, additional insurance liabilities, MRBs and separate account liabilities in notes 8, 9, 10, 11, 12, 13 and 14, respectively, to provide additional information related to comparative post-transition impacts.

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the balances of and changes in the condensed consolidated balance sheet on January 1, 2021 from the adoption of LDTI:


	Balances as of December 31, 2020 (as reported)			Effect of adopting LDTI												Balances as of January 1, 2021 (as adjusted)
(Amounts in millions)	Balances as of December 31, 2020 (as reported)			Eliminate shadow adjustments			Changes in measurement of assets and liabilities			Change in discount rate			Recognize MRBs			Balances as of January 1, 2021 (as adjusted)
Assets
Total investments	$	74,701		$	—		$	—		$	—		$	—		$	74,701
Cash, cash equivalents and restricted cash		2,561			—			—			—			—			2,561
Accrued investment income		655			—			—			—			—			655
Deferred acquisition costs		1,487			1,322			—			—			—			2,809
Intangible assets		157			114			—			—			—			271
Reinsurance recoverable		16,864			—			1,214			10,149			(92	)		28,135
Less: Allowance for credit losses		(45	)		—			—			—			—			(45	)

Reinsurance recoverable, net		16,819			—			1,214			10,149			(92	)		28,090
Other assets		404			—			(89	)		—			248			563
Deferred tax asset		65			(1,515	)		497			4,624			105			3,776
Market risk benefit assets		—			—			—			—			22			22
Separate account assets		6,081			—			—			—			—			6,081
Assets related to discontinued operations		2,817			—			—			—			—			2,817

Total assets	$	105,747		$	(79	)	$	1,622		$	14,773		$	283		$	122,346

Liabilities and equity
Liabilities:
Future policy benefits	$	42,695		$	(4,456	)	$	14,654		$	31,893		$	—		$	84,786
Policyholder account balances		21,503			(1,229	)		—			—			(641	)		19,633
Market risk benefit liabilities		—			—			—			—			1,310			1,310
Liability for policy and contract claims		11,486			—			(10,725	)		—			—			761
Unearned premiums		775			—			(468	)		—			—			307
Other liabilities		1,614			—			—			—			4			1,618
Long-term borrowings		3,403			—			—			—			—			3,403
Separate account liabilities		6,081			—			—			—			—			6,081
Liabilities related to discontinued operations		2,370			—			—			—			—			2,370

Total liabilities		89,927			(5,685	)		3,461			31,893			673			120,269

Commitments and contingencies
Equity:
Class A common stock		1			—			—			—			—			1
Additional paid-in capital		12,008			—			—			—			—			12,008
Accumulated other comprehensive income (loss)		4,425			5,606			—			(17,120	)		(19	)		(7,108	)
Retained earnings		1,584			—			(1,839	)		—			(371	)		(626	)
Treasury stock, at cost		(2,700	)		—			—			—			—			(2,700	)

Total Genworth Financial, Inc.’s stockholders’ equity		15,318			5,606			(1,839	)		(17,120	)		(390	)		1,575
Noncontrolling interests		502			—			—			—			—			502

Total equity		15,820			5,606			(1,839	)		(17,120	)		(390	)		2,077

Total liabilities and equity	$	105,747		$	(79	)	$	1,622		$	14,773		$	283		$	122,346

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table summarizes the components of the transition adjustments within stockholders’ equity as of January 1, 2021 from the adoption of LDTI:


(Amounts in millions)	Accumulated other comprehensive income (loss)			Retained earnings			Total stockholders’ equity
Deferred acquisition costs	$	1,322		$	—		$	1,322
Intangible assets		114			—			114
Reinsurance recoverable		10,149			1,201			11,350
Other assets		—			156			156
Future policy benefits		(27,437	)		(3,537	)		(30,974	)
Policyholder account balances		1,229			—			1,229
Market risk benefits, net		(24	)		(623	)		(647	)
Other liabilities		—			(4	)		(4	)
Deferred taxes		3,114			597			3,711

Total	$	(11,533	)	$	(2,210	)	$	(13,743	)

The cumulative effect adjustment recorded to accumulated other comprehensive income (loss) for DAC, intangible assets and the liability for policyholder account balances represents the elimination of previously recorded shadow adjustments related to unrealized gains and losses.

The cumulative effect adjustment recorded to accumulated other comprehensive income (loss) for the liability for future policy benefits and reinsurance recoverables relates to the higher discount rate in effect immediately prior to adoption compared to the lower

single-A

rated bond rate as of the Transition Date, partially offset by the elimination of previously recorded shadow adjustments related to unrealized gains and losses. The cumulative effect adjustment recorded to retained earnings for the liability for future policy benefits and reinsurance recoverables relates to cohorts with net premium ratios capped at 100% and single premium fixed payout annuity products with remeasured liability balances in excess of the carryover reserve. Net premium ratios are capped at 100% when gross premiums plus the existing carrying value of reserves are insufficient to cover actual or expected policy and contract benefits at the cohort level, as was the case immediately before the Transition Date for a significant number of issue-year cohorts in our long-term care insurance business. These cohorts are mostly comprised of older blocks, and due to the age of the policies, do not benefit from future

in-force

rate actions due to limited remaining premium paying periods. Additionally, due to the requirement to group policies by issue-year cohorts, future

in-force

rate actions related to policies issued in more profitable years cannot subsidize loss generating policies issued in earlier years.

The cumulative effect adjustment recorded to accumulated other comprehensive income (loss) for our net MRB liability relates to the cumulative effect of changes in the instrument-specific credit risk between the contract issue date and January 1, 2021. The difference between the fair value and the carrying amount of MRBs as of January 1, 2021, excluding the amounts recorded in accumulated other comprehensive income (loss), was recorded as a cumulative effect adjustment to retained earnings. Transition adjustments related to the recognition of reinsured MRBs are reflected as other assets and other liabilities.

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table summarizes the balances of and changes in deferred acquisition costs on January 1, 2021 from the adoption of LDTI:


(Amounts in millions)	Long-term care insurance		Life insurance		Fixed annuities		Variable annuities		Total
Balances as of December 31, 2020	$	—	$	1,316	$	3	$	139	$	1,458
Adjustment for removal of related balances in accumulated other comprehensive income (loss)		1,043		185		82		12		1,322

Adjusted balances as of January 1, 2021	$	1,043	$	1,501	$	85	$	151		2,780

Enact segment										29

Total deferred acquisition costs as of January 1, 2021									$	2,809

The following table summarizes the balances of and changes in intangible assets, including present value of future profits and deferred sales inducements, on January 1, 2021 from the adoption of LDTI:


(Amounts in millions)	Life insurance		Fixed annuities		Variable annuities		Total
Balances as of December 31, 2020	$	73	$	7	$	3	$	83
Adjustment for removal of related balances in accumulated other comprehensive income (loss)		81		33		—		114

Adjusted balances as of January 1, 2021	$	154	$	40	$	3	$	197

The following table summarizes the balances of and changes in the liability for future policy benefits on January 1, 2021 from the adoption of LDTI:


(Amounts in millions)	Long-term care insurance			Life insurance			Fixed annuities			Total
Balances as of December 31, 2020	$	28,770		$	2,101		$	11,824		$	42,695
Reclassify liability for policy and contract claims, unearned premiums and due premiums (1)		10,918			189			10			11,117
Change in discount rate assumptions		24,253			361			7,279			31,893
Change in cash flow assumptions (2)		3,319			(2	)		264			3,581
Change in cash flow assumptions, effect of increase (decrease) of the deferred profit liability (2)		(173	)		—			129			(44	)
Adjustment for removal of related balances in accumulated other comprehensive income (loss)		(3,716	)		—			(740	)		(4,456	)

Adjusted balances as of January 1, 2021		63,371			2,649			18,766			84,786
Less: reinsurance recoverable		11,476			834			13,699			26,009

Adjusted balances as of January 1, 2021, net of reinsurance	$	51,895		$	1,815		$	5,067		$	58,777

(1)

Upon adopting LDTI, we elected to combine our previously disclosed liability for policy and contract claims, unearned premiums and due premiums, excluding amounts related to mortgage insurance and certain life and annuity products not subject to the new accounting guidance, within the liability for future policy benefits and present the aggregate liability as one line item in our condensed consolidated balance sheets.

(2)

For limited-payment contracts, if the remeasured liability for future policy benefits under LDTI is (less) greater than the carrying value immediately before the Transition Date, the deferred profit liability is increased (decreased) with a corresponding (decrease) increase to the liability for future policy benefits.

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table summarizes the balances of and changes in the net liability position for MRBs on January 1, 2021 from the adoption of LDTI:


(Amounts in millions)	Fixed indexed annuities		Variable annuities		Total
Balances as of December 31, 2020	$	71	$	570	$	641
Adjustment for the difference between carrying amount and fair value, except for the difference due to instrument-specific credit risk		39		584		623
Adjustment for the cumulative effect of changes in the instrument-specific credit risk since issuance		5		19		24

Total adjustment for the difference between carrying amount and fair value		44		603		647

Adjusted balances as of January 1, 2021		115		1,173		1,288
Less: reinsurance recoverable		—		244		244

Adjusted balances as of January 1, 2021, net of reinsurance	$	115	$	929	$	1,044

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(4) Earnings Per Share

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


	Three months ended September 30,				Nine months ended September 30,
(Amounts in millions, except per share amounts)	2023		2022		2023		2022

Weighted-average common shares used in basic earnings per share calculations		460.5		503.8		475.3		507.0
Potentially dilutive securities:
Stock options, restricted stock units and other equity-based awards		5.5		5.5		6.1		6.6

Weighted-average common shares used in diluted earnings per share calculations		466.0		509.3		481.4		513.6

Income from continuing operations:
Income from continuing operations	$	60	$	166	$	380	$	636
Less: net income from continuing operations attributable to noncontrolling interests		31		35		94		103

Income from continuing operations available to Genworth Financial, Inc.’s common stockholders	$	29	$	131	$	286	$	533

Basic per share	$	0.06	$	0.26	$	0.60	$	1.05

Diluted per share	$	0.06	$	0.26	$	0.59	$	1.04

Income from discontinued operations:
Income from discontinued operations, net of taxes	$	—	$	5	$	2	$	2
Less: net income from discontinued operations attributable to noncontrolling interests		—		—		—		—

Income from discontinued operations available to Genworth Financial, Inc.’s common stockholders	$	—	$	5	$	2	$	2

Basic per share	$	—	$	0.01	$	—	$	—

Diluted per share	$	—	$	0.01	$	—	$	—

Net income:
Income from continuing operations	$	60	$	166	$	380	$	636
Income from discontinued operations, net of taxes		—		5		2		2

Net income		60		171		382		638
Less: net income attributable to noncontrolling interests		31		35		94		103

Net income available to Genworth Financial, Inc.’s common stockholders	$	29	$	136	$	288	$	535

Basic per share (1)	$	0.06	$	0.27	$	0.61	$	1.05

Diluted per share (1)	$	0.06	$	0.27	$	0.60	$	1.04

(1)	May not total due to whole number calculation.

Table of Contents

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(5) Investments

(a) Net Investment Income

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


	Three months ended September 30,						Nine months ended September 30,
(Amounts in millions)	2023			2022			2023			2022
Fixed maturity securities—taxable	$	559		$	576		$	1,687		$	1,734
Fixed maturity securities—non-taxable		1			2			3			4
Equity securities		1			3			6			7
Commercial mortgage loans		76			81			227			240
Policy loans		58			55			167			156
Limited partnerships		31			38			76			77
Other invested assets		69			67			207			196
Cash, cash equivalents, restricted cash and short-term investments		28			7			68			8

Gross investment income before expenses and fees		823			829			2,441			2,422
Expenses and fees		(22	)		(21	)		(68	)		(63	)

Net investment income	$	801		$	808		$	2,373		$	2,359

Table of Contents

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(b) Net Investment Gains (Losses)

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


	Three months ended September 30,						Nine months ended September 30,
(Amounts in millions)	2023			2022			2023			2022
Realized investment gains (losses):
Available-for-sale fixed maturity securities:
Realized gains	$	5		$	11		$	26		$	26
Realized losses		(16	)		(38	)		(83	)		(65	)

Net realized gains (losses) on available-for-sale fixed maturity securities		(11	)		(27	)		(57	)		(39	)
Net realized gains (losses) on equity securities sold		—			—			(1	)		—
Net realized gains (losses) on limited partnerships		—			—			—			—

Total net realized investment gains (losses)		(11	)		(27	)		(58	)		(39	)

Net change in allowance for credit losses on available-for-sale fixed maturity securities		(2	)		—			(6	)		—
Write-down of available-for-sale fixed maturity securities (1)		—			—			(1	)		(2	)
Net unrealized gains (losses) on equity securities still held		(12	)		(14	)		20			(46	)
Net unrealized gains (losses) on limited partnerships		14			(24	)		54			35
Commercial mortgage loans		(1	)		—			(3	)		3
Derivative instruments (2)		(28	)		7			(17	)		44
Other		(3	)		—			(4	)		8

Net investment gains (losses)	$	(43	)	$	(58	)	$	(15	)	$	3

(1)	Represents write-down of securities deemed uncollectible or that we intend to sell or will be required to sell prior to recovery of the amortized cost basis.

(2)	See note 6 for additional information on the impact of derivative instruments included in net investment gains (losses).

See Note 2—Summary of Significant Accounting Policies included in the Notes to Consolidated Financial Statements in our 2022 Annual Report on Form

10-K

for a discussion of our policy for evaluating and measuring the allowance for credit losses related to our

available-for-sale

fixed maturity securities.

Table of Contents

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table represents the allowance for credit losses aggregated by security type for

available-for-sale

fixed maturity securities as of and for the three months ended September 30, 2023:


(Amounts in millions)	Beginning balance		Increase from securities without allowance in previous periods		Increase (decrease) from securities with allowance in previous periods		Securities sold		Decrease due to change in intent or requirement to sell		Write-offs		Recoveries		Ending balance
Fixed maturity securities:
Commercial mortgage- backed	$	4	$	1	$	1	$	—	$	—	$	—	$	—	$	6

Total available-for-sale fixed maturity securities	$	4	$	1	$	1	$	—	$	—	$	—	$	—	$	6

The following table represents the allowance for credit losses aggregated by security type for

available-for-sale

fixed maturity securities as of and for the nine months ended September 30, 2023:


(Amounts in millions)	Beginning balance		Increase from securities without allowance in previous periods		Increase (decrease) from securities with allowance in previous periods		Securities sold			Decrease due to change in intent or requirement to sell		Write-offs			Recoveries		Ending balance
Fixed maturity securities:
U.S. corporate	$	—	$	9	$	—	$	(7	)	$	—	$	(2	)	$	—	$	—
Commercial mortgage-backed		—		7		1		(2	)		—		—			—		6

Total available-for-sale fixed maturity securities	$	—	$	16	$	1	$	(9	)	$	—	$	(2	)	$	—	$	6

There was no allowance for credit losses related to our

available-for-sale

fixed maturity securities as of and for the three and nine months ended September 30, 2022.

Table of Contents

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Net unrealized gains and losses on

available-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)	September 30, 2023			December 31, 2022
Net unrealized gains (losses) on fixed maturity securities without an allowance for credit losses	$	(5,881	)	$	(4,251	)
Net unrealized gains (losses) on fixed maturity securities with an allowance for credit losses		—			—
Adjustments to policyholder contract balances		104			68
Income taxes, net		925			705

Net unrealized investment gains (losses)		(4,852	)		(3,478	)
Less: net unrealized investment gains (losses) attributable to noncontrolling interests		(74	)		(71	)

Net unrealized investment gains (losses) attributable to Genworth Financial, Inc.	$	(4,778	)	$	(3,407	)

The change in net unrealized gains (losses) on

available-for-sale

investment securities reported in accumulated other comprehensive income (loss) was as follows as of and for the periods indicated:


	Three months ended September 30,						Nine months ended September 30,
(Amounts in millions)	2023			2022			2023			2022
Beginning balance	$	(3,056	)	$	(1,518	)	$	(3,407	)	$	6,077
Unrealized gains (losses) arising during the period:
Unrealized gains (losses) on fixed maturity securities		(2,102	)		(3,098	)		(1,687	)		(12,941	)
Adjustments to policyholder contract balances		42			52			36			212
Provision for income taxes		319			508			232			2,517

Change in unrealized gains (losses) on investment securities		(1,741	)		(2,538	)		(1,419	)		(10,212	)
Reclassification adjustments to net investment (gains) losses, net of taxes of $(2), $(6), $(12) and $(8)		9			21			45			31

Change in net unrealized investment gains (losses)		(1,732	)		(2,517	)		(1,374	)		(10,181	)
Less: change in net unrealized investment gains (losses) attributable to noncontrolling interests		(10	)		(25	)		(3	)		(94	)

Ending balance	$	(4,778	)	$	(4,010	)	$	(4,778	)	$	(4,010	)

Amounts reclassified out of accumulated other comprehensive income (loss) to net investment gains (losses) include realized gains (losses) on sales of securities, which are determined on a specific identification basis.

Table of Contents

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(d) Fixed Maturity Securities

As of September 30, 2023, the amortized cost or cost, gross unrealized gains (losses), allowance for credit losses and fair value of our fixed maturity securities classified as

available-for-sale

were as follows:


(Amounts in millions)	Amortized cost or cost		Gross unrealized gains		Gross unrealized losses			Allowance for credit losses			Fair value
Fixed maturity securities:
U.S. government, agencies and government-sponsored enterprises	$	3,498	$	6	$	(392	)	$	—		$	3,112
State and political subdivisions		2,566		5		(407	)		—			2,164
Non-U.S. government		699		9		(125	)		—			583
U.S. corporate:
Utilities		4,454		13		(611	)		—			3,856
Energy		2,454		18		(265	)		—			2,207
Finance and insurance		7,920		22		(1,069	)		—			6,873
Consumer—non-cyclical		4,632		32		(538	)		—			4,126
Technology and communications		3,212		26		(444	)		—			2,794
Industrial		1,309		8		(168	)		—			1,149
Capital goods		2,255		19		(235	)		—			2,039
Consumer—cyclical		1,736		6		(194	)		—			1,548
Transportation		1,181		16		(131	)		—			1,066
Other		320		1		(23	)		—			298

Total U.S. corporate		29,473		161		(3,678	)		—			25,956

Non-U.S. corporate:
Utilities		809		—		(90	)		—			719
Energy		1,054		10		(86	)		—			978
Finance and insurance		2,045		22		(223	)		—			1,844
Consumer—non-cyclical		688		1		(107	)		—			582
Technology and communications		974		1		(135	)		—			840
Industrial		853		2		(86	)		—			769
Capital goods		593		1		(70	)		—			524
Consumer—cyclical		241		—		(30	)		—			211
Transportation		359		7		(32	)		—			334
Other		819		3		(69	)		—			753

Total non-U.S. corporate		8,435		47		(928	)		—			7,554

Residential mortgage-backed		974		1		(84	)		—			891
Commercial mortgage-backed		1,868		1		(360	)		(6	)		1,503
Other asset-backed		2,342		1		(138	)		—			2,205

Total available-for-sale fixed maturity securities	$	49,855	$	231	$	(6,112	)	$	(6	)	$	43,968

Table of Contents

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As of December 31, 2022, the amortized cost or cost, gross unrealized gains (losses), allowance for credit losses and fair value of our fixed maturity securities classified as

available-for-sale

were as follows:


(Amounts in millions)	Amortized cost or cost		Gross unrealized gains		Gross unrealized losses			Allowance for credit losses		Fair value
Fixed maturity securities:
U.S. government, agencies and government-sponsored enterprises	$	3,446	$	86	$	(191	)	$	—	$	3,341
State and political subdivisions		2,726		19		(346	)		—		2,399
Non-U.S. government		731		15		(101	)		—		645
U.S. corporate:
Utilities		4,295		50		(447	)		—		3,898
Energy		2,450		33		(221	)		—		2,262
Finance and insurance		8,005		59		(871	)		—		7,193
Consumer—non-cyclical		4,776		84		(403	)		—		4,457
Technology and communications		3,265		43		(361	)		—		2,947
Industrial		1,312		15		(130	)		—		1,197
Capital goods		2,290		41		(193	)		—		2,138
Consumer—cyclical		1,758		14		(155	)		—		1,617
Transportation		1,165		32		(97	)		—		1,100
Other		325		3		(18	)		—		310

Total U.S. corporate		29,641		374		(2,896	)		—		27,119

Non-U.S. corporate:
Utilities		817		—		(77	)		—		740
Energy		1,009		19		(68	)		—		960
Finance and insurance		2,124		30		(208	)		—		1,946
Consumer—non-cyclical		655		1		(90	)		—		566
Technology and communications		997		4		(107	)		—		894
Industrial		880		8		(70	)		—		818
Capital goods		606		3		(63	)		—		546
Consumer—cyclical		308		—		(32	)		—		276
Transportation		392		12		(29	)		—		375
Other		932		15		(58	)		—		889

Total non-U.S. corporate		8,720		92		(802	)		—		8,010

Residential mortgage-backed		1,059		7		(71	)		—		995
Commercial mortgage-backed		2,183		2		(277	)		—		1,908
Other asset-backed		2,328		1		(163	)		—		2,166

Total available-for-sale fixed maturity securities	$	50,834	$	596	$	(4,847	)	$	—	$	46,583

Table of Contents

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the gross unrealized losses and fair values of our fixed maturity securities for which an allowance for credit losses has not been recorded, aggregated by investment type and length of time that individual fixed maturity securities have been in a continuous unrealized loss position, as of September 30, 2023:


	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
Description of Securities
Fixed maturity securities:
U.S. government, agencies and government-sponsored enterprises	$	1,254	$	(47	)		69	$	1,337	$	(345	)		52	$	2,591	$	(392	)		121
State and political subdivisions		476		(23	)		81		1,448		(384	)		314		1,924		(407	)		395
Non-U.S. government		59		(3	)		15		425		(122	)		85		484		(125	)		100
U.S. corporate		5,898		(355	)		894		16,088		(3,323	)		2,663		21,986		(3,678	)		3,557
Non-U.S. corporate		1,417		(66	)		182		5,062		(862	)		820		6,479		(928	)		1,002
Residential mortgage-backed		360		(12	)		194		455		(72	)		174		815		(84	)		368
Commercial mortgage-backed		48		(3	)		13		1,425		(357	)		283		1,473		(360	)		296
Other asset-backed		287		(5	)		103		1,718		(133	)		419		2,005		(138	)		522

Total for fixed maturity securities in an unrealized loss position	$	9,799	$	(514	)		1,551	$	27,958	$	(5,598	)		4,810	$	37,757	$	(6,112	)		6,361

% Below cost:
<20% Below cost	$	9,720	$	(486	)		1,537	$	18,962	$	(2,332	)		3,283	$	28,682	$	(2,818	)		4,820
20%-50% Below cost		79		(28	)		14		8,995		(3,265	)		1,526		9,074		(3,293	)		1,540
>50% Below cost		—		—			—		1		(1	)		1		1		(1	)		1

Total for fixed maturity securities in an unrealized loss position	$	9,799	$	(514	)		1,551	$	27,958	$	(5,598	)		4,810	$	37,757	$	(6,112	)		6,361

Investment grade	$	9,581	$	(508	)		1,525	$	26,633	$	(5,377	)		4,547	$	36,214	$	(5,885	)		6,072
Below investment grade		218		(6	)		26		1,325		(221	)		263		1,543		(227	)		289

Total for fixed maturity securities in an unrealized loss position	$	9,799	$	(514	)		1,551	$	27,958	$	(5,598	)		4,810	$	37,757	$	(6,112	)		6,361

Table of Contents

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 for which an allowance for credit losses has not been recorded, 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 September 30, 2023:


	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
Description of Securities
U.S. corporate:
Utilities	$	1,404	$	(69	)		188	$	1,963	$	(542	)		356	$	3,367	$	(611	)		544
Energy		472		(30	)		85		1,263		(235	)		221		1,735		(265	)		306
Finance and insurance		1,318		(83	)		194		4,920		(986	)		753		6,238		(1,069	)		947
Consumer—non-cyclical		917		(62	)		119		2,326		(476	)		372		3,243		(538	)		491
Technology and communications		486		(35	)		98		2,011		(409	)		337		2,497		(444	)		435
Industrial		270		(19	)		34		695		(149	)		139		965		(168	)		173
Capital goods		345		(16	)		64		1,149		(219	)		182		1,494		(235	)		246
Consumer—cyclical		340		(21	)		58		1,044		(173	)		177		1,384		(194	)		235
Transportation		218		(18	)		40		586		(113	)		101		804		(131	)		141
Other		128		(2	)		14		131		(21	)		25		259		(23	)		39

Subtotal, U.S. corporate securities		5,898		(355	)		894		16,088		(3,323	)		2,663		21,986		(3,678	)		3,557

Non-U.S. corporate:
Utilities		102		(6	)		8		616		(84	)		80		718		(90	)		88
Energy		264		(13	)		28		459		(73	)		75		723		(86	)		103
Finance and insurance		262		(14	)		35		1,328		(209	)		237		1,590		(223	)		272
Consumer—non-cyclical		81		(5	)		14		463		(102	)		72		544		(107	)		86
Technology and communications		161		(7	)		20		622		(128	)		98		783		(135	)		118
Industrial		209		(11	)		40		437		(75	)		74		646		(86	)		114
Capital goods		145		(5	)		18		358		(65	)		53		503		(70	)		71
Consumer—cyclical		—		—			—		184		(30	)		35		184		(30	)		35
Transportation		—		—			—		205		(32	)		33		205		(32	)		33
Other		193		(5	)		19		390		(64	)		63		583		(69	)		82

Subtotal, non-U.S. corporate securities		1,417		(66	)		182		5,062		(862	)		820		6,479		(928	)		1,002

Total for corporate securities in an unrealized loss position	$	7,315	$	(421	)		1,076	$	21,150	$	(4,185	)		3,483	$	28,465	$	(4,606	)		4,559

We did not recognize an allowance for credit losses on securities in an unrealized loss position included in the tables above. Based on a qualitative and quantitative review of the issuers of the securities, we believe the decline in fair value was largely due to increased interest rates and widening credit spreads and was not indicative of credit losses. The issuers continue to make timely principal and interest payments. For all securities in an unrealized loss position without an allowance for credit losses, 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.

Table of Contents

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the gross unrealized losses and fair values of our fixed maturity securities for which an allowance for credit losses had not been recorded, aggregated by investment type and length of time that individual fixed maturity securities had been in a continuous unrealized loss position, as of December 31, 2022:


	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
Description of Securities
Fixed maturity securities:
U.S. government, agencies and government-sponsored enterprises	$	1,585	$	(189	)		55	$	17	$	(2	)		6	$	1,602	$	(191	)		61
State and political subdivisions		1,559		(269	)		258		261		(77	)		66		1,820		(346	)		324
Non-U.S. government		351		(54	)		59		152		(47	)		23		503		(101	)		82
U.S. corporate		18,480		(2,344	)		2,452		2,001		(552	)		236		20,481		(2,896	)		2,688
Non-U.S. corporate		5,593		(599	)		732		748		(203	)		111		6,341		(802	)		843
Residential mortgage-backed		569		(51	)		192		65		(20	)		22		634		(71	)		214
Commercial mortgage-backed		1,765		(255	)		265		88		(22	)		16		1,853		(277	)		281
Other asset-backed		1,455		(83	)		347		598		(80	)		101		2,053		(163	)		448

Total for fixed maturity securities in an unrealized loss position	$	31,357	$	(3,844	)		4,360	$	3,930	$	(1,003	)		581	$	35,287	$	(4,847	)		4,941

% Below cost:
<20% Below cost	$	27,596	$	(2,587	)		3,835	$	1,819	$	(291	)		310	$	29,415	$	(2,878	)		4,145
20%-50% Below cost		3,757		(1,251	)		523		2,111		(712	)		271		5,868		(1,963	)		794
>50% Below cost		4		(6	)		2		—		—			—		4		(6	)		2

Total for fixed maturity securities in an unrealized loss position	$	31,357	$	(3,844	)		4,360	$	3,930	$	(1,003	)		581	$	35,287	$	(4,847	)		4,941

Investment grade	$	29,959	$	(3,687	)		4,158	$	3,590	$	(915	)		537	$	33,549	$	(4,602	)		4,695
Below investment grade		1,398		(157	)		202		340		(88	)		44		1,738		(245	)		246

Total for fixed maturity securities in an unrealized loss position	$	31,357	$	(3,844	)		4,360	$	3,930	$	(1,003	)		581	$	35,287	$	(4,847	)		4,941

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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 for which an allowance for credit losses had not been recorded, aggregated by investment type and length of time that individual investment securities had been in a continuous unrealized loss position, based on industry, as of December 31, 2022:


	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
Description of Securities
U.S. corporate:
Utilities	$	2,447	$	(398	)		345	$	187	$	(49	)		37	$	2,634	$	(447	)		382
Energy		1,538		(187	)		226		144		(34	)		14		1,682		(221	)		240
Finance and insurance		5,250		(668	)		696		706		(203	)		74		5,956		(871	)		770
Consumer—non-cyclical		2,805		(342	)		317		201		(61	)		22		3,006		(403	)		339
Technology and communications		2,259		(273	)		304		271		(88	)		32		2,530		(361	)		336
Industrial		829		(105	)		104		110		(25	)		13		939		(130	)		117
Capital goods		1,332		(153	)		169		148		(40	)		16		1,480		(193	)		185
Consumer—cyclical		1,138		(108	)		173		194		(47	)		22		1,332		(155	)		195
Transportation		746		(93	)		95		21		(4	)		5		767		(97	)		100
Other		136		(17	)		23		19		(1	)		1		155		(18	)		24

Subtotal, U.S. corporate securities		18,480		(2,344	)		2,452		2,001		(552	)		236		20,481		(2,896	)		2,688

Non-U.S. corporate:
Utilities		640		(63	)		66		57		(14	)		9		697		(77	)		75
Energy		604		(61	)		69		40		(7	)		5		644		(68	)		74
Finance and insurance		1,310		(122	)		204		296		(86	)		42		1,606		(208	)		246
Consumer—non-cyclical		491		(74	)		56		54		(16	)		11		545		(90	)		67
Technology and communications		740		(96	)		93		39		(11	)		8		779		(107	)		101
Industrial		480		(45	)		71		105		(25	)		13		585		(70	)		84
Capital goods		394		(46	)		52		62		(17	)		6		456		(63	)		58
Consumer—cyclical		241		(28	)		31		23		(4	)		6		264		(32	)		37
Transportation		180		(21	)		26		29		(8	)		5		209		(29	)		31
Other		513		(43	)		64		43		(15	)		6		556		(58	)		70

Subtotal, non-U.S. corporate securities		5,593		(599	)		732		748		(203	)		111		6,341		(802	)		843

Total for corporate securities in an unrealized loss position	$	24,073	$	(2,943	)		3,184	$	2,749	$	(755	)		347	$	26,822	$	(3,698	)		3,531

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The scheduled maturity distribution of fixed maturity securities as of September 30, 2023 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
Due one year or less	$	1,443	$	1,426
Due after one year through five years		8,557		8,115
Due after five years through ten years		12,791		11,368
Due after ten years		21,880		18,460

Subtotal		44,671		39,369
Residential mortgage-backed		974		891
Commercial mortgage-backed		1,868		1,503
Other asset-backed		2,342		2,205

Total	$	49,855	$	43,968

As of September 30, 2023, securities issued by finance and insurance,

consumer—non-cyclical,

utilities and technology and communications industry groups represented approximately 26%, 14%, 13% and 11%, 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 September 30, 2023, 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 credit losses.

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:


	September 30, 2023						December 31, 2022
(Amounts in millions)	Carrying value			% of total			Carrying value			% of total
Property type:
Retail	$	2,839			42	%	$	2,916			42	%
Office		1,499			22			1,579			22
Industrial		1,422			21			1,456			21
Apartments		530			8			561			8
Mixed use		370			5			371			5
Other		158			2			149			2

Subtotal		6,818			100	%		7,032			100	%

Allowance for credit losses		(25	)					(22	)

Total	$	6,793					$	7,010

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	September 30, 2023						December 31, 2022
(Amounts in millions)	Carrying value			% of total			Carrying value			% of total
Geographic region:
South Atlantic	$	1,795			26	%	$	1,809			26	%
Pacific		1,276			19			1,340			19
Mountain		1,011			15			1,023			15
Middle Atlantic		916			13			988			14
West South Central		560			8			578			8
East North Central		453			7			454			6
West North Central		411			6			438			6
East South Central		211			3			218			3
New England		185			3			184			3

Subtotal		6,818			100	%		7,032			100	%

Allowance for credit losses		(25	)					(22	)

Total	$	6,793					$	7,010

As of September 30, 2023 and December 31, 2022, we had no commercial mortgage loans past due or on

non-accrual

status. For a discussion of our policy related to placing commercial mortgage loans on

non-accrual

status, see Note 2—Summary of Significant Accounting Policies included in the Notes to Consolidated Financial Statements in our 2022 Annual Report on Form

10-K.

During the nine months ended September 30, 2023 and year ended December 31, 2022, we did not have any loan modifications or extensions associated with borrowers experiencing financial difficulty that resulted in the consideration of whether to establish a new loan or to continue accounting for the modification or extension under the existing loan.

The following table sets forth the allowance for credit losses related to commercial mortgage loans as of and for the periods indicated:


	Three months ended September 30,				Nine months ended September 30,
(Amounts in millions)	2023		2022		2023		2022
Allowance for credit losses:
Beginning balance	$	24	$	23	$	22	$	26
Provision		1		—		3		(4	)
Write-offs		—		—		—		—
Recoveries		—		—		—		1

Ending balance	$	25	$	23	$	25	$	23

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 the

debt-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

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

default by the borrower. The average

debt-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 lower

debt-to-value

indicates that our loan value is more likely to be recovered in the event of default by the borrower if the property were 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 annual

one-time

events such as capital expenditures, prepaid or late real estate tax payments or

non-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 is not used without considering other factors associated with the borrower, such as 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.

The following tables set forth commercial mortgage loans by year of origination and credit quality indicator as of September 30, 2023:


(Amounts in millions)	2023		2022		2021		2020		2019		2018 and prior		Total
Debt-to-value:
0% - 50%	$	2	$	49	$	86	$	116	$	121	$	1,968	$	2,342
51% - 60%		23		110		222		86		150		843		1,434
61% - 75%		152		775		603		277		402		782		2,991
76% - 100%		—		—		—		4		23		24		51
Greater than 100%		—		—		—		—		—		—		—

Total amortized cost	$	177	$	934	$	911	$	483	$	696	$	3,617	$	6,818

Debt service coverage ratio:
Less than 1.00	$	—	$	17	$	4	$	18	$	37	$	207	$	283
1.00 - 1.25		14		56		9		19		36		155		289
1.26 - 1.50		105		224		104		68		160		478		1,139
1.51 - 2.00		56		372		424		206		263		1,288		2,609
Greater than 2.00		2		265		370		172		200		1,489		2,498

Total amortized cost	$	177	$	934	$	911	$	483	$	696	$	3,617	$	6,818

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following tables set forth the

debt-to-value

of commercial mortgage loans by property type as of the dates indicated:


	September 30, 2023
(Amounts in millions)	0% - 50%			51% - 60%			61% - 75%			76% - 100%			Greater than 100%			Total
Property type:
Retail	$	918		$	703		$	1,218		$	—		$	—		$	2,839
Office		353			329			781			36			—			1,499
Industrial		675			258			489			—			—			1,422
Apartments		200			57			265			8			—			530
Mixed use		107			76			180			7			—			370
Other		89			11			58			—			—			158

Total amortized cost	$	2,342		$	1,434		$	2,991		$	51		$	—		$	6,818

% of total		34	%		21	%		44	%		1	%		—	%		100	%

Weighted-average debt service coverage ratio		2.42			1.87			1.66			0.87			—			1.96


	December 31, 2022
(Amounts in millions)	0% - 50%			51% - 60%			61% - 75%			76% - 100%			Greater than 100%			Total
Property type:
Retail	$	907		$	649		$	1,332		$	28		$	—		$	2,916
Office		445			272			848			14			—			1,579
Industrial		668			243			545			—			—			1,456
Apartments		184			90			279			8			—			561
Mixed use		93			79			199			—			—			371
Other		88			9			52			—			—			149

Total amortized cost	$	2,385		$	1,342		$	3,255		$	50		$	—		$	7,032

% of total		34	%		19	%		46	%		1	%		—	%		100	%

Weighted-average debt service coverage ratio		2.35			1.95			1.63			1.34			—			1.93

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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:


	September 30, 2023
(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	$	58		$	107		$	550		$	1,156		$	968		$	2,839
Office		111			53			247			624			464			1,499
Industrial		50			31			155			461			725			1,422
Apartments		12			51			84			192			191			530
Mixed use		27			14			81			162			86			370
Other		25			33			22			14			64			158

Total amortized cost	$	283		$	289		$	1,139		$	2,609		$	2,498		$	6,818

% of total		4	%		4	%		17	%		38	%		37	%		100	%

Weighted-average debt-to-value		64	%		63	%		64	%		58	%		47	%		55	%


	December 31, 2022
(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	$	88		$	68		$	560		$	1,380		$	820		$	2,916
Office		81			131			155			666			546			1,579
Industrial		20			44			194			574			624			1,456
Apartments		14			11			150			242			144			561
Mixed use		25			16			50			190			90			371
Other		42			2			9			33			63			149

Total amortized cost	$	270		$	272		$	1,118		$	3,085		$	2,287		$	7,032

% of total		4	%		4	%		16	%		44	%		32	%		100	%

Weighted-average debt-to-value		61	%		62	%		63	%		60	%		44	%		56	%

(f) Limited Partnerships or Similar Entities

Investments in limited partnerships or similar entities are generally considered VIEs when the equity group lacks sufficient financial control. Generally, these investments are limited partner or

non-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 September 30, 2023 and December 31, 2022, the total carrying value of these investments was $2,554 million and $2,230 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.

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(6) 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 some 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. For derivatives that meet the accounting requirements to be designated as hedges, the following disclosures for these derivatives are denoted as “derivatives designated as hedges,” which include cash flow hedges.

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


	Derivative assets					Derivative liabilities
	Balance sheet classification	Fair value				Balance sheet classification	Fair value
(Amounts in millions)	Balance sheet classification	September 30, 2023		December 31, 2022		Balance sheet classification	September 30, 2023		December 31, 2022
Derivatives designated as hedges
Cash flow hedges:
Interest rate swaps	Other invested assets	$	12	$	24	Other liabilities	$	884	$	522
Foreign currency swaps	Other invested assets		15		20	Other liabilities		1		—
Forward bond purchase commitments	Other invested assets		—		—	Other liabilities		3		—

Total cash flow hedges			27		44			888		522

Total derivatives designated as hedges			27		44			888		522

Derivatives not designated as hedges
Equity index options	Other invested assets		11		6	Other liabilities		—		—
Financial futures (1)	Other invested assets		—		—	Other liabilities		—		—
Forward bond purchase commitments	Other invested assets		—		—	Other liabilities		25		—
Fixed indexed annuity embedded derivatives	Other assets		—		—	Policyholder account balances (2)		174		202
Indexed universal life embedded derivatives	Reinsurance recoverable		—		—	Policyholder account balances (3)		14		15

Total derivatives not designated as hedges			11		6			213		217

Total derivatives		$	38	$	50		$	1,101	$	739

(1)	The period end valuations of financial futures were zero as a result of settling the margins on these contracts on a daily basis.

(2)	Represents the embedded derivatives associated with our fixed indexed annuity liabilities.

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

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

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The activity associated with derivative instruments can generally be measured by the change in notional value over the periods presented. However, for fixed indexed annuity embedded derivatives and indexed 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, 2022		Additions		Maturities/ terminations			September 30, 2023
Derivatives designated as hedges
Cash flow hedges:
Interest rate swaps		Notional	$	8,542	$	1,200	$	(261	)	$	9,481
Foreign currency swaps		Notional		144		—		(13	)		131
Forward bond purchase commitments		Notional		—		75		—			75

Total cash flow hedges				8,686		1,275		(274	)		9,687

Total derivatives designated as hedges				8,686		1,275		(274	)		9,687

Derivatives not designated as hedges
Equity index options		Notional		936		513		(682	)		767
Financial futures		Notional		1,403		4,216		(4,351	)		1,268
Forward bond purchase commitments		Notional		—		500		—			500

Total derivatives not designated as hedges				2,339		5,229		(5,033	)		2,535

Total derivatives			$	11,025	$	6,504	$	(5,307	)	$	12,222


(Number of policies)	Measurement		December 31, 2022		Additions		Maturities/ terminations			September 30, 2023
Derivatives not designated as hedges
Fixed indexed annuity embedded derivatives		Policies		7,315		—		(1,177	)		6,138
Indexed universal life embedded derivatives		Policies		771		—		(22	)		749

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 other comprehensive income (loss) (“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 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.

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table provides information about the

pre-tax

income effects of cash flow hedges for the three months ended September 30, 2023:


(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		Classification of gain (loss) recognized in net income
Interest rate swaps hedging assets	$	(453	)	$	56		Net investment income	$	—	Net investment gains (losses)
Interest rate swaps hedging liabilities		—			(1	)	Interest expense		—	Net investment gains (losses)
Forward bond purchase commitments		(3	)		—		Net investment gains (losses)		—	Net investment gains (losses)
Foreign currency swaps		(1	)		—		Net investment income		—	Net investment gains (losses)

Total	$	(457	)	$	55			$	—

The following table provides information about the

pre-tax

income effects of cash flow hedges for the three months ended September 30, 2022:


(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		Classification of gain (loss) recognized in net income
Interest rate swaps hedging assets	$	(125	)	$	55	Net investment income	$	—	Net investment gains (losses)
Interest rate swaps hedging assets		—			3	Net investment gains (losses)		—	Net investment gains (losses)
Foreign currency swaps		15			—	Net investment income		—	Net investment gains (losses)

Total	$	(110	)	$	58		$	—

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table provides information about the

pre-tax

income effects of cash flow hedges for the nine months ended September 30, 2023:


(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		Classification of gain (loss) recognized in net income
Interest rate swaps hedging assets	$	(411	)	$	165		Net investment income	$	—	Net investment gains (losses)
Interest rate swaps hedging assets		—			8		Net investment gains (losses)		—	Net investment gains (losses)
Interest rate swaps hedging liabilities		—			(2	)	Interest expense		—	Net investment gains (losses)
Interest rate swaps hedging liabilities		—			1		Net investment gains (losses)		—	Net investment gains (losses)
Forward bond purchase commitments		(3	)		—		Net investment gains (losses)		—	Net investment gains (losses)
Foreign currency swaps		(4	)		—		Net investment income		—	Net investment gains (losses)
Foreign currency swaps		—			2		Net investment gains (losses)		—	Net investment gains (losses)

Total	$	(418	)	$	174			$	—

The following table provides information about the

pre-tax

income effects of cash flow hedges for the nine months ended September 30, 2022:


(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		Classification of gain (loss) recognized in net income
Interest rate swaps hedging assets	$	(780	)	$	167		Net investment income	$	—	Net investment gains (losses)
Interest rate swaps hedging assets		—			5		Net investment gains (losses)		—	Net investment gains (losses)
Interest rate swaps hedging liabilities		—			(2	)	Interest expense		—	Net investment gains (losses)
Foreign currency swaps		27			1		Net investment income		—	Net investment gains (losses)

Total	$	(753	)	$	171			$	—

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The following table provides 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,” as of and for the periods indicated:


	Three months ended September 30,						Nine months ended September 30,
(Amounts in millions)	2023			2022			2023			2022
Beginning balance	$	1,154		$	1,445		$	1,200		$	2,025
Current period increases (decreases) in fair value, net of deferred taxes of $67, $12, $59 and $149		(390	)		(98	)		(359	)		(604	)
Reclassification to net (income), net of deferred taxes of $18, $21, $60 and $60		(37	)		(37	)		(114	)		(111	)

Ending balance	$	727		$	1,310		$	727		$	1,310

The total of derivatives designated as cash flow hedges of $727 million, net of taxes, recorded in stockholders’ equity as of September 30, 2023 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, $138 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 nine months ended September 30, 2023 and 2022, we reclassified $9 million and $7 million, respectively, to net income in connection with forecasted transactions that were no longer considered reasonably possible of occurring.

Derivatives Not Designated As Hedges

We enter into certain

non-qualifying

derivative instruments such as equity index options and financial futures to mitigate the risks associated with liabilities that have guaranteed minimum benefits, fixed indexed annuities and indexed universal life. Our fixed indexed annuity and indexed universal life insurance products with certain features are required to be bifurcated as embedded derivatives. Additionally, we have forward bond purchase commitments to hedge against the variability in the anticipated cash flows required to purchase future fixed rate bonds.

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The following table provides the

pre-tax

gain (loss) recognized in net income for the effects of derivatives not designated as hedges for the periods indicated:


	Three months ended September 30,						Nine months ended September 30,						Classification of gain (loss) recognized in net income
(Amounts in millions)	2023			2022			2023			2022			Classification of gain (loss) recognized in net income

Equity index options	$	(4	)	$	5		$	2		$	(2	)	Net investment gains (losses)
Financial futures		(50	)		(34	)		(117	)		(64	)	Changes in fair value of market risk benefits and associated hedges
Forward bond purchase commitments		(22	)		—			(25	)		—		Net investment gains (losses)
Fixed indexed annuity embedded derivatives		(6	)		(5	)		(16	)		18		Net investment gains (losses)
Indexed universal life embedded derivatives		4			4			11			23		Net investment gains (losses)

Total derivatives not designated as hedges	$	(78	)	$	(30	)	$	(145	)	$	(25	)

Derivative Counterparty Credit Risk

Most of our derivative arrangements with counterparties require the posting of collateral upon meeting certain net exposure thresholds. The following table presents additional information about derivative assets and liabilities subject to an enforceable master netting arrangement as of the dates indicated:


	September 30, 2023									December 31, 2022
(Amounts in millions)	Derivative assets (1)			Derivative liabilities (1)			Net derivatives			Derivative assets (1)			Derivative liabilities (1)			Net derivatives
Amounts presented in the balance sheet:
Gross amounts recognized	$	38		$	913		$	(875	)	$	50		$	522		$	(472	)
Gross amounts offset in the balance sheet		—			—			—			—			—			—

Net amounts presented in the balance sheet		38			913			(875	)		50			522			(472	)
Gross amounts not offset in the balance sheet:
Financial instruments (2)		(15	)		(15	)		—			(25	)		(25	)		—
Collateral received		(15	)		—			(15	)		(21	)		—			(21	)
Collateral pledged		—			(1,516	)		1,516			—			(1,095	)		1,095
Over collateralization		—			618			(618	)		—			598			(598	)

Net amount	$	8		$	—		$	8		$	4		$	—		$	4

(1)	Does not include amounts related to embedded derivatives as of September 30, 2023 and December 31, 2022.

(2)	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.

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(7) Fair Value of Financial Instruments

Recurring Fair Value Measurements

We have fixed maturity securities, equity securities, limited partnerships, derivatives, short-term investments, embedded derivatives, separate account assets, MRBs and certain other financial instruments, which are 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 securities, equity securities and short-term investments

The fair value of fixed maturity securities, equity securities and short-term investments is estimated primarily based on information derived from third-party pricing services (“pricing services”), internal models and/or broker 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, that security is valued using market information for similar securities, which is also a market approach. When market information is not available for a specific security (or similar securities) 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. These valuation techniques may change from period to period, based on the relevance and availability of market data.

Further, 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.

In general, we first obtain valuations from pricing services. If prices are unavailable for public securities, we obtain broker quotes. 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. 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 similar securities are not readily observable and these securities are not typically valued by pricing services.

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.

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 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. When a security does not

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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. While we generally consider the public bond spreads by sector and maturity to be observable inputs, we evaluate the similarities of our private placements 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 or public bond spread as Level 3. In general, a significant increase (decrease) in credit spreads would have resulted in a significant decrease (increase) in the fair value for our fixed maturity securities as of September 30, 2023.

For remaining securities priced using internal models, we determine fair value using an income approach. 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.

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 pricing services to determine whether our estimated values incorporate significant unobservable inputs that would result in the valuation being classified as Level 3.

A summary of the inputs used for our financial instruments carried at fair value 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.

Level 1 measurements

Equity securities.

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

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, 88% of our portfolio was priced using third-party pricing services as of September 30, 2023. 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 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 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 pricing services for certain fair value measurements of fixed maturity securities that are classified as Level 2 as of September 30, 2023:


(Amounts in millions)	Fair value		Primary methodologies	Significant inputs
U.S. government, agencies and government-sponsored enterprises	$	3,112	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	$	2,108	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	$	582	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	$	22,508	Multi-dimensional attribute-based modeling systems, broker quotes, price quotes from market makers, 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	$	5,976	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	$	888	OAS-based 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	$	1,493	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	$	2,109	Multi-dimensional attribute-based modeling systems, spread matrix priced to swap curves, price quotes from market makers	Spreads to daily updated swap 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 U.S. corporate and

non-U.S.

corporate securities are valued using internal models. The fair value of these fixed maturity securities was $1,479 million and $769 million, respectively, as of September 30, 2023. 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.

Short-term investments.

The fair value of short-term investments classified as Level 2 is determined after considering prices obtained by pricing services.

Level 3 measurements

Fixed maturity securities

•

Broker quotes:

A portion of our state and political subdivisions,

non-U.S.

government, 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 market knowledge to provide a reasonable price for securities not routinely priced by 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 $239 million as of September 30, 2023.

•

Internal models:

A portion of our state and political subdivisions, 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 the interest rate yield curve, as well as published credit spreads for similar securities, which includes significant unobservable inputs. 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 $2,705 million as of September 30, 2023.

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.

Limited partnerships.

The fair value of limited partnerships classified as Level 3 is determined based on third-party valuation sources that utilize unobservable inputs, such as a reference to public market or private transactions, valuations for comparable companies or assets, discounted cash flows and/or recent transactions.

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Short-term investments.

The primary inputs to the valuation 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 securities are valued using an internal model using market observable inputs such as the interest rate yield curve, as well as published credit spreads for similar securities, which include significant unobservable inputs.

Net asset value

Limited partnerships.

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. We utilize the net asset value (“NAV”) from the underlying fund statements as a practical expedient for fair value.

Market risk benefits

MRBs are contracts or contract features that provide protection to the contractholder from other-than-nominal capital market risk while exposing us to other-than-nominal capital market risk. MRBs include certain contract features on fixed and variable annuity products that provide minimum guarantees, in addition to the policyholder account balance, such as GMDBs, GMWBs and GPAFs. MRBs are measured at fair value using an income-based valuation model based on current net amounts at risk, market data, experience and other factors. See note 2 for a discussion of our policy for recording changes in fair value of MRBs.

MRB assets and liabilities for minimum guarantees are valued and presented separately from the related separate account and policyholder account balances.

Fixed indexed annuities

The valuation of fixed indexed annuities MRBs, which includes GMWB features, is based on an income approach that incorporates inputs such as policyholder behavior (GMWB withdrawal utilization, lapses and mortality), equity index volatility, expected future interest credited, forward interest rates and an adjustment to the discount rate to incorporate

non-performance

risk and risk margins. Our discount rate used to determine fair value of our fixed indexed annuities MRBs includes market credit spreads above U.S. Treasury rates to reflect an adjustment for the

non-performance

risk of the fixed indexed annuities MRBs. We determine fair value using an internal model based on the various inputs noted above. As a result of our assumptions for GMWB withdrawal utilization, expected future interest credited and

non-performance

risk being considered significant unobservable inputs, we classify these instruments as Level 3. As expected future interest credited decreases or GMWB withdrawal utilization increases, the value of our fixed indexed annuities MRB liability will increase. Any increase in

non-performance

risk would increase the discount rate and would decrease the fair value of the liability. As of September 30, 2023, a significant change in the unobservable inputs discussed above would have resulted in a significantly lower or higher fair value measurement. Refer to note 13 for additional details related to the changes in the fair value measurement of fixed indexed annuities MRBs as of September 30, 2023 and December 31, 2022.

Variable annuities

The valuation of our variable annuities MRBs, which includes GMWB, GMDB and GPAF features, is based on an income approach that incorporates inputs such as policyholder behavior (GMWB withdrawal utilization, lapses and mortality), equity index volatility, interest rates, equity index and fund correlation and an adjustment

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to the discount rate to incorporate

non-performance

risk and risk margins. Our discount rate used to determine fair value of our variable annuities MRBs includes market credit spreads above U.S. Treasury rates to reflect an adjustment for the

non-performance

risk of the variable annuities MRBs. We determine fair value using an internal model based on the various inputs noted above. We classify the variable annuities MRBs valuation as Level 3 based on having significant unobservable inputs, with policyholder behavior (GMWB withdrawal utilization and lapses), equity index volatility and

non-performance

risk being considered the more significant unobservable inputs. As equity index volatility increases, the fair value of the variable annuities MRBs will increase. An increase in our lapse assumption would decrease the fair value of the variable annuities MRBs, whereas an increase in our GMWB withdrawal utilization rate would increase the fair value. Any increase in

non-performance

risk would increase the discount rate and would decrease the fair value of the liability. As of September 30, 2023, a significant change in the unobservable inputs discussed above would have resulted in a significantly lower or higher fair value measurement. Refer to note 13 for additional details related to the changes in the fair value measurement of variable annuities MRBs as of September 30, 2023 and December 31, 2022.

Derivatives

We consider counterparty collateral arrangements and rights of

set-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 our

non-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 our

non-performance

risk or the

non-performance

risk of the derivative counterparty for our derivative assets or liabilities.

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.

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 observable inputs, and results in the derivative being classified as Level 2.

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 rates, equity index volatility, equity index and time value component associated with the optionality in the derivative. 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 of September 30, 2023, a significant increase (decrease) in the equity index volatility discussed above would have resulted in a significantly higher (lower) fair value measurement.

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.

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Forward bond purchase commitments.

The valuation of forward bond purchase commitments is determined using an income approach. The primary inputs into the valuation represent current bond prices and interest rates, as well as an estimate of the cost of counterparty financing to acquire and carry the bond during the forward period. The estimated cost of counterparty financing is not readily observable and is developed based upon an assumed spread; accordingly, these derivatives are classified as Level 3.

Other foreign currency contracts.

We previously had certain foreign currency options classified as other foreign currency contracts. The valuation of foreign currency options was determined using an income approach. The primary inputs into the valuation represented the forward interest rate swap curve, foreign currency exchange rates, forward interest rate, foreign currency exchange rate volatility and time value component associated with the optionality in the derivative, which are generally considered observable inputs and resulted in the derivative being classified as Level 2. We also had foreign currency forward contracts where the valuation was determined using an income approach. The primary inputs into the valuation represented the forward foreign currency exchange rates, which are generally considered observable inputs and resulted in the derivative being classified as Level 2.

Fixed indexed annuity and indexed universal life embedded derivatives

We have fixed indexed annuity and indexed universal life insurance 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 incorporate

non-performance

risk and risk margins. As a result of our assumptions for expected future interest credited being considered significant unobservable inputs, we classify these instruments as Level 3. As expected future interest credited decreases, the value of our embedded derivative liability will decrease. As of September 30, 2023, a significant change in the unobservable inputs discussed above would have resulted in a significantly lower or higher fair value measurement.

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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:


	September 30, 2023
(Amounts in millions)	Total		Level 1		Level 2		Level 3		NAV (1)
Assets
Investments:
Fixed maturity securities:
U.S. government, agencies and government-sponsored enterprises	$	3,112	$	—	$	3,112	$	—	$	—
State and political subdivisions		2,164		—		2,108		56		—
Non-U.S. government		583		—		582		1		—
U.S. corporate:
Utilities		3,856		—		3,068		788		—
Energy		2,207		—		2,150		57		—
Finance and insurance		6,873		—		6,171		702		—
Consumer—non-cyclical		4,126		—		4,060		66		—
Technology and communications		2,794		—		2,783		11		—
Industrial		1,149		—		1,127		22		—
Capital goods		2,039		—		2,006		33		—
Consumer—cyclical		1,548		—		1,428		120		—
Transportation		1,066		—		1,044		22		—
Other		298		—		150		148		—

Total U.S. corporate		25,956		—		23,987		1,969		—

Non-U.S. corporate:
Utilities		719		—		413		306		—
Energy		978		—		852		126		—
Finance and insurance		1,844		—		1,722		122		—
Consumer—non-cyclical		582		—		510		72		—
Technology and communications		840		—		817		23		—
Industrial		769		—		711		58		—
Capital goods		524		—		473		51		—
Consumer—cyclical		211		—		202		9		—
Transportation		334		—		313		21		—
Other		753		—		732		21		—

Total non-U.S. corporate		7,554		—		6,745		809		—

Residential mortgage-backed		891		—		888		3		—
Commercial mortgage-backed		1,503		—		1,493		10		—
Other asset-backed		2,205		—		2,109		96		—

Total fixed maturity securities		43,968		—		41,024		2,944		—

Equity securities		363		290		41		32		—
Limited partnerships		2,096		—		—		20		2,076
Other invested assets:
Derivative assets:
Interest rate swaps		12		—		12		—		—
Foreign currency swaps		15		—		15		—		—
Equity index options		11		—		—		11		—

Total derivative assets		38		—		27		11		—

Short-term investments		30		—		23		7		—

Total other invested assets		68		—		50		18		—

Separate account assets		4,244		4,244		—		—		—

Total assets	$	50,739	$	4,534	$	41,115	$	3,014	$	2,076

(1)	Limited partnerships that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy.

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(Unaudited)


	December 31, 2022
(Amounts in millions)	Total		Level 1		Level 2		Level 3		NAV (1)
Assets
Investments:
Fixed maturity securities:
U.S. government, agencies and government-sponsored enterprises	$	3,341	$	—	$	3,341	$	—	$	—
State and political subdivisions		2,399		—		2,344		55		—
Non-U.S. government		645		—		645		—		—
U.S. corporate:
Utilities		3,898		—		3,056		842		—
Energy		2,262		—		2,146		116		—
Finance and insurance		7,193		—		6,506		687		—
Consumer—non-cyclical		4,457		—		4,375		82		—
Technology and communications		2,947		—		2,923		24		—
Industrial		1,197		—		1,175		22		—
Capital goods		2,138		—		2,104		34		—
Consumer—cyclical		1,617		—		1,504		113		—
Transportation		1,100		—		1,057		43		—
Other		310		—		151		159		—

Total U.S. corporate		27,119		—		24,997		2,122		—

Non-U.S. corporate:
Utilities		740		—		445		295		—
Energy		960		—		842		118		—
Finance and insurance		1,946		—		1,821		125		—
Consumer—non-cyclical		566		—		493		73		—
Technology and communications		894		—		868		26		—
Industrial		818		—		770		48		—
Capital goods		546		—		451		95		—
Consumer—cyclical		276		—		212		64		—
Transportation		375		—		355		20		—
Other		889		—		868		21		—

Total non-U.S. corporate		8,010		—		7,125		885		—

Residential mortgage-backed		995		—		973		22		—
Commercial mortgage-backed		1,908		—		1,896		12		—
Other asset-backed		2,166		—		2,072		94		—

Total fixed maturity securities		46,583		—		43,393		3,190		—

Equity securities		319		239		46		34		—
Limited partnerships		1,816		—		—		24		1,792
Other invested assets:
Derivative assets:
Interest rate swaps		24		—		24		—		—
Foreign currency swaps		20		—		20		—		—
Equity index options		6		—		—		6		—

Total derivative assets		50		—		44		6		—

Short-term investments		3		—		3		—		—

Total other invested assets		53		—		47		6		—

Separate account assets		4,417		4,417		—		—		—

Total assets	$	53,188	$	4,656	$	43,486	$	3,254	$	1,792

(1)	Limited partnerships that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy.

Table of Contents

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 and for the dates indicated:


	Beginning balance as of July 1, 2023		Total realized and unrealized gains (losses)																Transfer into Level 3 (1)		Transfer out of Level 3 (1)			Ending balance as of September 30, 2023		Total gains (losses) attributable to assets still held
(Amounts in millions)	Beginning balance as of July 1, 2023		Included in net income			Included in OCI			Purchases		Sales			Issuances		Settlements			Transfer into Level 3 (1)		Transfer out of Level 3 (1)			Ending balance as of September 30, 2023		Included in net income			Included in OCI
Fixed maturity securities:
State and political subdivisions	$	60	$	1		$	(5	)	$	—	$	—		$	—	$	—		$	—	$	—		$	56	$	1		$	(5	)
Non-U.S. government		—		—			—			—		—			—		—			1		—			1		—			—
U.S. corporate:
Utilities		818		—			(42	)		23		—			—		—			—		(11	)		788		—			(42	)
Energy		59		—			(1	)		—		—			—		(1	)		—		—			57		—			(1	)
Finance and insurance		704		—			(17	)		29		—			—		(7	)		—		(7	)		702		—			(16	)
Consumer—non-cyclical		68		—			(1	)		—		—			—		(1	)		—		—			66		—			(1	)
Technology and communications		11		—			—			—		—			—		—			—		—			11		—			—
Industrial		22		—			—			—		—			—		—			—		—			22		—			—
Capital goods		34		—			(1	)		—		—			—		—			—		—			33		—			(1	)
Consumer—cyclical		124		—			(2	)		—		—			—		(2	)		—		—			120		—			(2	)
Transportation		23		—			—			—		—			—		(1	)		—		—			22		—			—
Other		153		—			(4	)		—		—			—		(1	)		—		—			148		—			(4	)

Total U.S. corporate		2,016		—			(68	)		52		—			—		(13	)		—		(18	)		1,969		—			(67	)

Non-U.S. corporate:
Utilities		320		—			(6	)		—		—			—		—			—		(8	)		306		—			(7	)
Energy		117		—			(2	)		—		—			—		—			11		—			126		—			(3	)
Finance and insurance		126		1			(5	)		—		—			—		—			—		—			122		1			(5	)
Consumer—non-cyclical		73		—			(1	)		—		—			—		—			—		—			72		—			(1	)
Technology and communications		26		—			—			—		—			—		(3	)		—		—			23		—			—
Industrial		75		—			(3	)		—		—			—		(15	)		1		—			58		—			(2	)
Capital goods		51		—			—			—		—			—		—			—		—			51		—			(1	)
Consumer—cyclical		9		—			—			—		—			—		—			—		—			9		—			1
Transportation		21		—			—			—		—			—		—			—		—			21		—			—
Other		21		—			—			—		—			—		—			—		—			21		—			—

Total non-U.S. corporate		839		1			(17	)		—		—			—		(18	)		12		(8	)		809		1			(18	)

Residential mortgage-backed		8		—			(1	)		—		—			—		—			—		(4	)		3		—			—
Commercial mortgage-backed		11		—			(1	)		—		—			—		—			—		—			10		—			(1	)
Other asset-backed		104		—			(1	)		4		—			—		(1	)		—		(10	)		96		—			(1	)

Total fixed maturity securities		3,038		2			(93	)		56		—			—		(32	)		13		(40	)		2,944		2			(92	)

Equity securities		30		—			—			4		(2	)		—		—			—		—			32		—			—
Limited partnerships		21		—			—			—		—			—		(1	)		—		—			20		—			—
Other invested assets:
Derivative assets:
Equity index options		15		(4	)		—			3		—			—		(3	)		—		—			11		(4	)		—

Total derivative assets		15		(4	)		—			3		—			—		(3	)		—		—			11		(4	)		—
Short-term investments		7		—			—			—		—			—		—			—		—			7		—			—

Total other invested assets		22		(4	)		—			3		—			—		(3	)		—		—			18		(4	)		—

Total Level 3 assets	$	3,111	$	(2	)	$	(93	)	$	63	$	(2	)	$	—	$	(36	)	$	13	$	(40	)	$	3,014	$	(2	)	$	(92	)

(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.

Table of Contents

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	Beginning balance as of July 1, 2022		Total realized and unrealized gains (losses)																				Ending balance as of September 30, 2022		Total gains (losses) attributable to assets still held
(Amounts in millions)	Beginning balance as of July 1, 2022		Included in net income		Included in OCI			Purchases		Sales			Issuances		Settlements			Transfer into Level 3 (1)		Transfer out of Level 3 (1)			Ending balance as of September 30, 2022		Included in net income			Included in OCI
Fixed maturity securities:
State and political subdivisions	$	63	$	—	$	(7	)	$	—	$	—		$	—	$	—		$	—	$	—		$	56	$	—		$	(8	)
Non-U.S. government		3		—		—			—		(1	)		—		—			—		—			2		—			—
U.S. corporate:
Utilities		810		—		(59	)		23		—			—		(6	)		—		—			768		—			(58	)
Energy		122		—		(6	)		—		—			—		(1	)		—		—			115		—			(6	)
Finance and insurance		654		—		(32	)		16		—			—		(9	)		—		—			629		—			(33	)
Consumer—non-cyclical		86		—		(3	)		—		—			—		(1	)		—		—			82		—			(3	)
Technology and communications		25		—		(1	)		—		—			—		—			—		—			24		—			(1	)
Industrial		33		—		(1	)		—		—			—		—			—		—			32		—			—
Capital goods		38		—		(1	)		—		—			—		—			—		—			37		—			(2	)
Consumer—cyclical		119		—		(5	)		—		—			—		(1	)		—		—			113		—			(5	)
Transportation		56		—		(2	)		—		—			—		(1	)		—		—			53		—			(2	)
Other		207		—		(6	)		—		(7	)		—		(1	)		—		—			193		—			(7	)

Total U.S. corporate		2,150		—		(116	)		39		(7	)		—		(20	)		—		—			2,046		—			(117	)

Non-U.S. corporate:
Utilities		309		—		(16	)		—		—			—		(18	)		—		—			275		—			(17	)
Energy		133		—		(4	)		—		—			—		(7	)		—		—			122		—			(3	)
Finance and insurance		132		2		(11	)		—		—			—		—			—		—			123		2			(12	)
Consumer—non-cyclical		67		—		(2	)		9		—			—		—			—		—			74		—			(2	)
Technology and communications		26		—		(1	)		—		—			—		—			—		—			25		—			(1	)
Industrial		69		—		(3	)		—		—			—		(20	)		—		—			46		—			(3	)
Capital goods		115		—		(4	)		—		—			—		(19	)		—		—			92		—			(3	)
Consumer—cyclical		79		—		(4	)		—		—			—		—			—		—			75		—			(4	)
Transportation		21		—		—			—		—			—		—			—		—			21		—			(1	)
Other		22		—		(1	)		—		—			—		—			—		—			21		—			(1	)

Total non-U.S. corporate		973		2		(46	)		9		—			—		(64	)		—		—			874		2			(47	)

Residential mortgage-backed		30		—		(1	)		—		—			—		—			—		(4	)		25		—			—
Commercial mortgage-backed		14		—		(3	)		—		—			—		—			1		—			12		—			(2	)
Other asset-backed		129		—		(5	)		26		—			—		(2	)		—		(38	)		110		—			(4	)

Total fixed maturity securities		3,362		2		(178	)		74		(8	)		—		(86	)		1		(42	)		3,125		2			(178	)

Equity securities		35		—		—			—		—			—		—			—		—			35		—			—
Limited partnerships		23		1		—			—		—			—		—			—		—			24		1			—
Other invested assets:
Derivative assets:
Equity index options		30		5		—			3		—			—		—			—		—			38		(5	)		—

Total derivative assets		30		5		—			3		—			—		—			—		—			38		(5	)		—

Total other invested assets		30		5		—			3		—			—		—			—		—			38		(5	)		—

Total Level 3 assets	$	3,450	$	8	$	(178	)	$	77	$	(8	)	$	—	$	(86	)	$	1	$	(42	)	$	3,222	$	(2	)	$	(178	)

(1)

Table of Contents

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	Beginning balance as of January 1, 2023		Total realized and unrealized gains (losses)																					Ending balance as of September 30, 2023		Total gains (losses) attributable to assets still held
(Amounts in millions)	Beginning balance as of January 1, 2023		Included in net income			Included in OCI			Purchases		Sales			Issuances		Settlements			Transfer into Level 3 (1)		Transfer out of Level 3 (1)			Ending balance as of September 30, 2023		Included in net income			Included in OCI
Fixed maturity securities:
State and political subdivisions	$	55	$	3		$	(2	)	$	—	$	—		$	—	$	—		$	—	$	—		$	56	$	3		$	(2	)
Non-U.S. government		—		—			—			—		—			—		—			1		—			1		—			—
U.S. corporate:
Utilities		842		—			(42	)		63		(40	)		—		(10	)		11		(36	)		788		—			(50	)
Energy		116		—			—			—		(1	)		—		(3	)		—		(55	)		57		—			—
Finance and insurance		687		—			(20	)		92		—			—		(42	)		—		(15	)		702		—			(22	)
Consumer—non-cyclical		82		—			(1	)		—		—			—		(15	)		—		—			66		—			(1	)
Technology and communications		24		—			—			—		—			—		—			—		(13	)		11		—			—
Industrial		22		—			—			—		—			—		—			—		—			22		—			—
Capital goods		34		—			(1	)		—		—			—		—			—		—			33		—			(1	)
Consumer—cyclical		113		—			(2	)		1		—			—		(5	)		13		—			120		—			(2	)
Transportation		43		—			—			—		—			—		(21	)		—		—			22		—			—
Other		159		—			(3	)		—		—			—		(8	)		—		—			148		—			(3	)

Total U.S. corporate		2,122		—			(69	)		156		(41	)		—		(104	)		24		(119	)		1,969		—			(79	)

Non-U.S. corporate:
Utilities		295		—			(10	)		4		—			—		(5	)		30		(8	)		306		—			(10	)
Energy		118		—			(2	)		—		—			—		(1	)		11		—			126		—			(3	)
Finance and insurance		125		4			(7	)		—		—			—		—			—		—			122		4			(7	)
Consumer—non-cyclical		73		—			(1	)		—		—			—		—			—		—			72		—			(1	)
Technology and communications		26		—			—			—		—			—		(3	)		—		—			23		—			—
Industrial		48		—			(1	)		25		—			—		(15	)		1		—			58		—			(1	)
Capital goods		95		1			3			—		(12	)		—		(36	)		—		—			51		—			1
Consumer—cyclical		64		—			7			—		(6	)		—		(56	)		—		—			9		—			2
Transportation		20		—			—			1		—			—		—			—		—			21		—			—
Other		21		—			—			—		—			—		—			—		—			21		—			—

Total non-U.S. corporate		885		5			(11	)		30		(18	)		—		(116	)		42		(8	)		809		4			(19	)

Residential mortgage-backed		22		—			1			—		—			—		(1	)		—		(19	)		3		—			—
Commercial mortgage-backed		12		—			(1	)		—		(1	)		—		—			—		—			10		—			(1	)
Other asset-backed		94		—			—			16		—			—		(2	)		—		(12	)		96		—			—

Total fixed maturity securities		3,190		8			(82	)		202		(60	)		—		(223	)		67		(158	)		2,944		7			(101	)

Equity securities		34		—			—			5		(7	)		—		—			—		—			32		—			—
Limited partnerships		24		(3	)		—			—		—			—		(1	)		—		—			20		(3	)		—
Other invested assets:
Derivative assets:
Equity index options		6		2			—			8		—			—		(5	)		—		—			11		—			—

Total derivative assets		6		2			—			8		—			—		(5	)		—		—			11		—			—
Short-term investments		—		—			—			7		—			—		—			—		—			7		—			—

Total other invested assets		6		2			—			15		—			—		(5	)		—		—			18		—			—

Total Level 3 assets	$	3,254	$	7		$	(82	)	$	222	$	(67	)	$	—	$	(229	)	$	67	$	(158	)	$	3,014	$	4		$	(101	)

(1)

Table of Contents

GENWORTH

FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	Beginning balance as of January 1, 2022		Total realized and unrealized gains (losses)																					Ending balance as of September 30, 2022		Total gains (losses) attributable to assets still held
(Amounts in millions)	Beginning balance as of January 1, 2022		Included in net income			Included in OCI			Purchases		Sales			Issuances		Settlements			Transfer into Level 3 (1)		Transfer out of Level 3 (1)			Ending balance as of September 30, 2022		Included in net income			Included in OCI
Fixed maturity securities:
State and political subdivisions	$	82	$	2		$	(28	)	$	—	$	—		$	—	$	—		$	—	$	—		$	56	$	2		$	(29	)
Non-U.S. government		2		—			—			2		(2	)		—		—			—		—			2		—			—
U.S. corporate:
Utilities		950		—			(224	)		58		—			—		(7	)		2		(11	)		768		—			(223	)
Energy		76		—			(21	)		—		—			—		(8	)		68		—			115		—			(21	)
Finance and insurance		685		—			(155	)		167		—			—		(12	)		—		(56	)		629		—			(149	)
Consumer—non-cyclical		104		—			(14	)		—		—			—		(8	)		—		—			82		—			(14	)
Technology and communications		29		—			(5	)		—		—			—		—			—		—			24		—			(5	)
Industrial		37		—			(5	)		—		—			—		—			—		—			32		—			(4	)
Capital goods		45		—			(8	)		—		—			—		—			—		—			37		—			(8	)
Consumer—cyclical		137		—			(20	)		—		—			—		(4	)		—		—			113		—			(20	)
Transportation		64		—			(8	)		5		—			—		(4	)		—		(4	)		53		—			(8	)
Other		254		—			(29	)		—		(7	)		—		(8	)		—		(17	)		193		—			(29	)

Total U.S. corporate		2,381		—			(489	)		230		(7	)		—		(51	)		70		(88	)		2,046		—			(481	)

Non-U.S. corporate:
Utilities		345		—			(62	)		10		—			—		(18	)		—		—			275		—			(62	)
Energy		145		—			(18	)		3		—			—		(8	)		—		—			122		—			(18	)
Finance and insurance		160		4			(41	)		—		—			—		—			—		—			123		4			(42	)
Consumer—non-cyclical		63		—			(9	)		9		—			—		—			11		—			74		—			(9	)
Technology and communications		28		—			(3	)		—		—			—		—			—		—			25		—			(3	)
Industrial		93		—			(13	)		—		—			—		(20	)		—		(14	)		46		—			(12	)
Capital goods		173		—			(19	)		—		(10	)		—		(52	)		—		—			92		—			(18	)
Consumer—cyclical		76		—			(18	)		—		—			—		—			17		—			75		—			(18	)
Transportation		53		—			(3	)		—		—			—		(29	)		—		—			21		—			(4	)
Other		26		—			(5	)		—		—			—		—			—		—			21		—			(4	)

Total non-U.S. corporate		1,162		4			(191	)		22		(10	)		—		(127	)		28		(14	)		874		4			(190	)

Residential mortgage-backed		27		—			(4	)		13		—			—		(2	)		4		(13	)		25		—			(2	)
Commercial mortgage-backed		16		—			(5	)		—		—			—		—			1		—			12		—			(5	)
Other asset-backed		138		—			(17	)		72		(6	)		—		(5	)		—		(72	)		110		—			(14	)

Total fixed maturity securities		3,808		6			(734	)		339		(25	)		—		(185	)		103		(187	)		3,125		6			(721	)

Equity securities		37		—			—			—		(1	)		—		—			—		(1	)		35		—			—
Limited partnerships		26		(2	)		—			—		—			—		—			—		—			24		(2	)		—
Other invested assets:
Derivative assets:
Equity index options		42		(2	)		—			11		—			—		(13	)		—		—			38		14			—

Total derivative assets		42		(2	)		—			11		—			—		(13	)		—		—			38		14			—

Total other invested assets		42		(2	)		—			11		—			—		(13	)		—		—			38		14			—

Total Level 3 assets	$	3,913	$	2		$	(734	)	$	350	$	(26	)	$	—	$	(198	)	$	103	$	(188	)	$	3,222	$	18		$	(721	)

(1)

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the gains and losses included in net income 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 periods indicated:


	Three months ended September 30,						Nine months ended September 30,
(Amounts in millions)	2023			2022			2023			2022
Total realized and unrealized gains (losses) included in net income:
Net investment income	$	2		$	2		$	8		$	6
Net investment gains (losses)		(4	)		6			(1	)		(4	)

Total	$	(2	)	$	8		$	7		$	2

Total gains (losses) included in net income attributable to assets still held:
Net investment income	$	2		$	2		$	7		$	6
Net investment gains (losses)		(4	)		(4	)		(3	)		12

Total	$	(2	)	$	(2	)	$	4		$	18

The amount presented for net investment income relates to fixed maturity securities and primarily represents amortization and accretion of premiums and discounts on certain fixed maturity securities.

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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 September 30, 2023:

(Amounts in millions)

Valuation technique

Fair value

Unobservable input

Range

Weighted-average

(1)

Fixed maturity securities:

U.S. corporate:

Utilities

Internal models

761

Credit spreads

77bps - 247bps

154bps

Energy

Internal models

Credit spreads

138bps - 250bps

184bps

Finance and insurance

Internal models

691

Credit spreads

14bps - 297bps

199bps

Consumer—non-cyclical

Internal models

Credit spreads

91bps - 250bps

158bps

Technology and communications

Internal models

Credit spreads

78bps - 116bps

93bps

Industrial

Internal models

Credit spreads

138bps - 206bps

156bps

Capital goods

Internal models

Credit spreads

91bps - 193bps

150bps

Consumer—cyclical

Internal models

120

Credit spreads

101bps - 207bps

147bps

Transportation

Internal models

Credit spreads

51bps - 165bps

116bps

Other

Internal models

101

Credit spreads

91bps - 138bps

102bps

Total U.S. corporate

Internal models

1,870

Credit spreads

14bps - 297bps

167bps

Non-U.S.

corporate:

Utilities

Internal models

233

Credit spreads

96bps - 247bps

143bps

Energy

Internal models

119

Credit spreads

112bps - 221bps

155bps

Finance and insurance

Internal models

122

Credit spreads

140bps - 195bps

171bps

Consumer—non-cyclical

Internal models

Credit spreads

78bps - 161bps

116bps

Technology and communications

Internal models

Credit spreads

112bps - 138bps

121bps

Industrial

Internal models

Credit spreads

133bps - 221bps

180bps

Capital goods

Internal models

Credit spreads

78bps - 250bps

137bps

Transportation

Internal models

Credit spreads

140bps - 182bps

148bps

Other

Internal models

Credit spreads

77bps - 152bps

123bps

Total non-U.S. corporate

Internal models

714

Credit spreads

77bps - 250bps

148bps

Derivative assets:

Equity index options

Discounted cash
flows

Equity index volatility

6% - 33%

19%

Lapse rate

2% - 10%

Non-performance risk

(counterparty credit risk)

42bps - 83bps

69bps

Other assets

(2)

Cash flow model

123

Equity index volatility

16% - 30%

23%

(1)	Unobservable inputs weighted by the relative fair value of the associated instrument for fixed maturity securities, notional for derivative assets and the policyholder account balances associated with the instrument for the net reinsured portion of our variable annuity MRBs.

(2)	Represents the net reinsured portion of our variable annuity MRBs.

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.

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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:


	September 30, 2023
(Amounts in millions)	Total		Level 1		Level 2		Level 3
Liabilities
Policyholder account balances:
Fixed indexed annuity embedded derivatives	$	174	$	—	$	—	$	174
Indexed universal life embedded derivatives		14		—		—		14

Total policyholder account balances		188		—		—		188

Derivative liabilities:
Interest rate swaps		884		—		884		—
Foreign currency swaps		1		—		1		—
Forward bond purchase commitments		28		—		—		28

Total derivative liabilities		913		—		885		28

Total liabilities	$	1,101	$	—	$	885	$	216


	December 31, 2022
(Amounts in millions)	Total		Level 1		Level 2		Level 3
Liabilities
Policyholder account balances:
Fixed indexed annuity embedded derivatives	$	202	$	—	$	—	$	202
Indexed universal life embedded derivatives		15		—		—		15

Total policyholder account balances		217		—		—		217

Derivative liabilities:
Interest rate swaps		522		—		522		—

Total derivative liabilities		522		—		522		—

Total liabilities	$	739	$	—	$	522	$	217

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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 and for the dates indicated:


	Beginning balance as of July 1, 2023		Total realized and unrealized (gains) losses																			Ending balance as of September 30, 2023		Total (gains) losses attributable to liabilities still held
(Amounts in millions)	Beginning balance as of July 1, 2023		Included in net (income)			Included in OCI		Purchases		Sales		Issuances		Settlements			Transfer into Level 3		Transfer out of Level 3			Ending balance as of September 30, 2023		Included in net (income)			Included in OCI
Policyholder account balances:
Fixed indexed annuity embedded derivatives	$	180	$	6		$	—	$	—	$	—	$	—	$	(11	)	$	—	$	(1	)	$	174	$	6		$	—
Indexed universal life embedded derivatives		15		(4	)		—		—		—		3		—			—		—			14		(4	)		—

Total policyholder account balances		195		2			—		—		—		3		(11	)		—		(1	)		188		2			—

Derivative liabilities:
Forward bond purchase commitments		3		22			3		—		—		—		—			—		—			28		22			3

Total derivative liabilities		3		22			3		—		—		—		—			—		—			28		22			3

Total Level 3 liabilities	$	198	$	24		$	3	$	—	$	—	$	3	$	(11	)	$	—	$	(1	)	$	216	$	24		$	3


	Beginning balance as of July 1, 2022		Total realized and unrealized (gains) losses																			Ending balance as of September 30, 2022		Total (gains) losses attributable to liabilities still held
(Amounts in millions)	Beginning balance as of July 1, 2022		Included in net (income)			Included in OCI		Purchases		Sales		Issuances		Settlements			Transfer into Level 3		Transfer out of Level 3			Ending balance as of September 30, 2022		Included in net (income)			Included in OCI
Policyholder account balances:
Fixed indexed annuity embedded derivatives	$	233	$	5		$	—	$	—	$	—	$	—	$	(18	)	$	—	$	(1	)	$	219	$	5		$	—
Indexed universal life embedded derivatives		16		(4	)		—		—		—		3		—			—		—			15		(4	)		—

Total policyholder account balances		249		1			—		—		—		3		(18	)		—		(1	)		234		1			—

Total Level 3 liabilities	$	249	$	1		$	—	$	—	$	—	$	3	$	(18	)	$	—	$	(1	)	$	234	$	1		$	—

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	Beginning balance as of January 1, 2023		Total realized and unrealized (gains) losses																			Ending balance as of September 30, 2023		Total (gains) losses attributable to liabilities still held
(Amounts in millions)	Beginning balance as of January 1, 2023		Included in net (income)			Included in OCI		Purchases		Sales		Issuances		Settlements			Transfer into Level 3		Transfer out of Level 3			Ending balance as of September 30, 2023		Included in net (income)			Included in OCI
Policyholder account balances:
Fixed indexed annuity embedded derivatives	$	202	$	16		$	—	$	—	$	—	$	—	$	(41	)	$	—	$	(3	)	$	174	$	16		$	—
Indexed universal life embedded derivatives		15		(11	)		—		—		—		10		—			—		—			14		(11	)		—

Total policyholder account balances		217		5			—		—		—		10		(41	)		—		(3	)		188		5			—

Derivative liabilities:
Forward bond purchase commitments		—		25			3		—		—		—		—			—		—			28		25			3

Total derivative liabilities		—		25			3		—		—		—		—			—		—			28		25			3

Total Level 3 liabilities	$	217	$	30		$	3	$	—	$	—	$	10	$	(41	)	$	—	$	(3	)	$	216	$	30		$	3


	Beginning balance as of January 1, 2022		Total realized and unrealized (gains) losses																			Ending balance as of September 30, 2022		Total (gains) losses attributable to liabilities still held
(Amounts in millions)	Beginning balance as of January 1, 2022		Included in net (income)			Included in OCI		Purchases		Sales		Issuances		Settlements			Transfer into Level 3		Transfer out of Level 3			Ending balance as of September 30, 2022		Included in net (income)			Included in OCI
Policyholder account balances:
Fixed indexed annuity embedded derivatives	$	294	$	(18	)	$	—	$	—	$	—	$	—	$	(55	)	$	—	$	(2	)	$	219	$	(18	)	$	—
Indexed universal life embedded derivatives		25		(23	)		—		—		—		13		—			—		—			15		(23	)		—

Total policyholder account balances		319		(41	)		—		—		—		13		(55	)		—		(2	)		234		(41	)		—

Total Level 3 liabilities	$	319	$	(41	)	$	—	$	—	$	—	$	13	$	(55	)	$	—	$	(2	)	$	234	$	(41	)	$	—

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the gains and losses included in net (income) 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 periods indicated:


	Three months ended September 30,				Nine months ended September 30,
(Amounts in millions)	2023		2022		2023		2022
Total realized and unrealized (gains) losses included in net (income):
Net investment income	$	—	$	—	$	—	$	—
Net investment (gains) losses		24		1		30		(41	)

Total	$	24	$	1	$	30	$	(41	)

Total (gains) losses included in net (income) attributable to liabilities still held:
Net investment income	$	—	$	—	$	—	$	—
Net investment (gains) losses		24		1		30		(41	)

Total	$	24	$	1	$	30	$	(41	)

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 and equity securities and purchases, issuances and settlements of derivative instruments.

Issuances for fixed indexed 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)” in the tables presented above.

Table of Contents

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 September 30, 2023:


(Amounts in millions)	Valuation technique	Fair value		Unobservable input	Range	Weighted-average (1)
Policyholder account balances:
Fixed indexed annuity embedded derivatives	Option budget method	$	174	Expected future interest credited	1% - 4%	2%
Indexed universal life embedded derivatives	Option budget method	$	14	Expected future interest credited	3% - 13%	5%
Market risk benefits: (2)
				GMWB withdrawal utilization rate	— % - 63%	51%
				Non-performance risk (credit spreads)	42bps - 83bps	69bps
Fixed indexed annuities	Cash flow model	$	38	Expected future interest credited	1% - 4%	2%
				Lapse rate	2% - 11%	5%
				GMWB withdrawal utilization rate	62% - 89%	78%
				Non-performance risk (credit spreads)	42bps - 83bps	69bps
Variable annuities	Cash flow model	$	502	Equity index volatility	16% - 30%	23%
Derivative liabilities:
Forward bond purchase commitments	Discounted cash flows	$	28	Counterparty financing spreads	35bps	Not applicable

(1)	Unobservable inputs weighted by the policyholder account balances associated with the instrument.

(2)	Refer to note 13 for additional details related to MRBs.

Assets and Liabilities Not Required to Be Carried at Fair Value

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 cash equivalents, short-term investments, investment securities, MRBs, separate accounts and derivative instruments. Apart from certain of our borrowings and certain marketable securities, few

the instruments are actively traded and their fair values must often be determined using internal 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.

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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:


	September 30, 2023
	Notional amount			Carrying amount		Fair value
(Amounts in millions)	Notional amount			Carrying amount		Total		Level 1		Level 2		Level 3
Assets:
Commercial mortgage loans, net		(1	)	$	6,793	$	6,121	$	—	$	—	$	6,121
Bank loan investments		(1	)		530		517		—		—		517
Liabilities:
Long-term borrowings		(1	)		1,602		1,359		—		1,359		—
Investment contracts		(1	)		5,605		5,461		—		—		5,461
Commitments to fund investments:
Bank loan investments	$	136			—		—		—		—		—
Private placement investments		12			—		—		—		—		—
Commercial mortgage loans		9			—		—		—		—		—

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


	December 31, 2022
	Notional amount			Carrying amount		Fair value
(Amounts in millions)	Notional amount			Carrying amount		Total		Level 1		Level 2		Level 3
Assets:
Commercial mortgage loans, net		(1	)	$	7,010	$	6,345	$	—	$	—	$	6,345
Bank loan investments		(1	)		467		474		—		—		474
Liabilities:
Long-term borrowings		(1	)		1,611		1,346		—		1,346		—
Investment contracts		(1	)		6,794		7,171		—		—		7,171
Commitments to fund investments:
Bank loan investments	$	70			—		—		—		—		—
Private placement investments		19			—		—		—		—		—
Commercial mortgage loans		5			—		—		—		—		—

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

As of September 30, 2023 and December 31, 2022, we also had $26 million of real estate owned assets included in other invested assets in our condensed consolidated balance sheets, which are initially recorded at fair value less estimated selling costs (the carrying value) and are subsequently valued at the lower of the carrying value or current fair value less estimated selling costs. As of December 31, 2022, these properties were adjusted to fair value less estimated selling costs, which was less than the carrying value. These amounts represented the fair value as of September 30, 2023 and December 31, 2022. The fair value of the real estate owned assets is classified as Level 2.

Assets Measured Using Net Asset Value

Limited partnerships include partnership interests accounted for using NAV per share (or its equivalent) or fair value for those interests considered minor and partnership interests accounted for under the equity method of accounting for those interests exceeding the minor threshold. Our limited partnership interests accounted for

Table of Contents

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

using NAV per share (or its equivalent) are generally not redeemable by the investees and generally cannot be sold without approval of the general partner. We receive distributions of income and proceeds from the liquidation of the underlying assets of the investees, which usually takes place in years five to ten of the typical contractual life of ten to 12 years.

The following table presents the carrying value of limited partnerships and commitments to fund as of the dates indicated:


	September 30, 2023				December 31, 2022
(Amounts in millions)	Carrying value		Commitments to fund		Carrying value		Commitments to fund
Limited partnerships accounted for at NAV:
Private equity funds (1)	$	1,907	$	1,156	$	1,647	$	1,107
Real estate funds (2)		97		88		82		79
Infrastructure funds (3)		72		19		63		29

Total limited partnerships accounted for at NAV		2,076		1,263		1,792		1,215

Limited partnerships accounted for at fair value		20		1		24		1
Limited partnerships accounted for under equity method of accounting		603		144		515		149

Total	$	2,699	$	1,408	$	2,331	$	1,365

(1)

This class employs various investment strategies such as leveraged buyout, growth equity, venture capital and mezzanine financing, generally investing in debt or equity positions directly in companies or assets of various sizes across diverse industries globally, primarily concentrated in North America.

(2)	This class invests in real estate in North America, Europe and Asia via direct property ownership, joint ventures, mortgages and investments in debt and equity instruments.

(3)	This class invests in the debt or equity of cash flow generating assets diversified across a variety of industries, including transportation, energy infrastructure, renewable power, social infrastructure, power generation, water, telecommunications and other regulated entities globally.

(8) Deferred Acquisition Costs

The following tables present the balances of and changes in deferred acquisition costs as of and for the periods indicated:


	September 30, 2023
(Amounts in millions)	Long- term care insurance			Life insurance			Fixed annuities			Variable annuities			Total
Balance as of January 1	$	935		$	1,080		$	57		$	113		$	2,185
Costs deferred		1			—			—			—			1
Amortization		(43	)		(106	)		(9	)		(12	)		(170	)

Balance as of September 30	$	893		$	974		$	48		$	101			2,016

Enact segment														26

Total deferred acquisition costs													$	2,042

Table of Contents

GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	December 31, 2022
(Amounts in millions)	Long- term care insurance			Life insurance			Fixed annuities			Variable annuities			Total
Balance as of January 1	$	989		$	1,271		$	70		$	131		$	2,461
Costs deferred		6			—			—			—			6
Amortization		(60	)		(191	)		(13	)		(18	)		(282	)

Balance as of December 31	$	935		$	1,080		$	57		$	113			2,185

Enact segment														26

Total deferred acquisition costs													$	2,211


	December 31, 2021
(Amounts in millions)	Long- term care insurance			Life insurance			Fixed annuities			Variable annuities			Total
Balance as of January 1	$	1,043		$	1,501		$	85		$	151		$	2,780
Costs deferred		9			—			—			—			9
Amortization		(63	)		(230	)		(15	)		(20	)		(328	)

Balance as of December 31	$	989		$	1,271		$	70		$	131			2,461

Enact segment														27

Total deferred acquisition costs													$	2,488

Amortization expense for our life insurance products was lower during the nine months ended September 30, 2023 principally due to lower lapses. See note 2 for a discussion of our DAC amo

ization policy.

During the fourth quarters of 2022 and 2021, we completed our annual review of assumptions. Changes in assumptions as part of our review in the fourth quarter of 2022 did not have a significant impact on DAC or the amortization rate. As part of our review completed in the fourth quarter of 2021, we updated assumptions in our life insurance products primarily due to unfavorable

pre-coronavirus

pandemic

(“COVID-19”)

mortality, which resulted in higher amortization as compared to December 31, 2022.

(9) Intangible Assets

The following table presents our intangible assets as of the dates indicated:


	September 30, 2023					December 31, 2022
(Amounts in millions)	Gross carrying amount		Accumulated amortization			Gross carrying amount		Accumulated amortization
PVFP	$	2,146	$	(2,035	)	$	2,146	$	(2,026	)
Capitalized software		508		(444	)		482		(427	)
Deferred sales inducements to contractholders		317		(295	)		317		(291	)
Other		6		(4	)		6		(4	)

Total	$	2,977	$	(2,778	)	$	2,951	$	(2,748	)

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Amortization expense related to PVFP and capitalized software was $9 million for both the three months ended September 30, 2023 and 2022 and $

million and $29 million for the nine months ended September 30, 2023 and 2022, respectively. Amortization expense related to deferred sales inducements of $1 million and $2 million for the three months ended September 30, 2023 and 2022, respectively, and $4 million and $6 million for the nine months ended September 30, 2023 and 2022, respectively, was included in benefits and other changes in policy reserves.

Present Value of Future Profits

The following table presents the balances of and changes in present value of future profits as of and for the periods indicated:


(Amounts in millions)	September 30, 2023			December 31, 2022			December 31, 2021
Beginning balance as of January 1	$	120		$	134		$	154
Costs deferred		—			—			—
Amortization		(9	)		(14	)		(20	)

Ending balance	$	111		$	120		$	134

We test PVFP for recoverability in connection with annual premium deficiency testing. As of September 30, 2023, December 31, 2022 and December 31, 2021, all of our businesses had sufficient future income and therefore the related PVFP was deemed recoverable.

(10) Future Policy Benefits

The following table sets forth our liability for future policy benefits as of the dates indicated:


(Amounts in millions)	September 30, 2023		December 31, 2022
Long-term care insurance	$	38,928	$	41,457
Life insurance		1,645		1,820
Fixed annuities		10,965		11,923

Total long-duration insurance contracts		51,538		55,200

Deferred profit liability		126		115
Cost of reinsurance		76		92

Total future policy benefits	$	51,740	$	55,407

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following tables present the balances of and changes in the liability for future policy benefits as of and for the periods indicated:


	September 30, 2023
(Dollar amounts in millions)	Long-term care insurance			Life insurance (1)			Fixed annuities
Present value of expected net premiums:
Beginning balance as of January 1	$	19,895		$	4,083		$	—
Beginning balance, at original discount rate	$	19,959		$	3,922		$	—
Effect of changes in cash flow assumptions		(119	)		—			—
Effect of actual variances from expected experience		(156	)		38			—

Adjusted beginning balance		19,684			3,960			—
Issuances		1			—			33
Interest accrual		754			164			—
Net premiums collected (2)		(1,470	)		(330	)		(33	)
Derecognition (lapses and withdrawals)		—			—			—
Other		—			—			—

Ending balance, at original discount rate		18,969			3,794			—
Effect of changes in discount rate assumptions		(765	)		(31	)		—

Ending balance as of September 30	$	18,204		$	3,763		$	—

Present value of expected future policy benefits:
Beginning balance as of January 1	$	61,352		$	5,556		$	11,923
Beginning balance, at original discount rate	$	61,148		$	5,374		$	10,300
Effect of changes in cash flow assumptions		(141	)		—			—
Effect of actual variances from expected experience		8			56			(35	)

Adjusted beginning balance		61,015			5,430			10,265
Issuances		2			—			26
Interest accrual		2,498			212			500
Benefit payments		(2,657	)		(628	)		(751	)
Derecognition (lapses and withdrawals)		—			—			—
Other		(1	)		(5	)		5

Ending balance, at original discount rate		60,857			5,009			10,045
Effect of changes in discount rate assumptions		(3,725	)		5			920

Ending balance as of September 30	$	57,132		$	5,014		$	10,965

Net liability for future policy benefits, before flooring adjustments	$	38,928		$	1,251		$	10,965
Flooring adjustments (3)		—			394			—

Net liability for future policy benefits		38,928			1,645			10,965
Less: reinsurance recoverable		6,780			772			8,280

Net liability for future policy benefits, after reinsurance recoverable	$	32,148		$	873		$	2,685

Weighted-average liability duration (years)		13.6			5.7			10.3

(1)	The components of the life insurance rollforward exclude flooring.

(2)	Net premiums collected represents the portion of gross premiums collected from policyholders that is used to fund expected benefit payments.

(3)

Flooring adjustments are necessary when a cohort’s present value of future net premiums exceeds the present value of future benefits. The flooring adjustment ensures that the liability for future policy benefits for each cohort is not less than zero. This adjustment is most prevalent in our term life insurance products due to their product design of a level premium period followed by annual premium rate increases.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	December 31, 2022
(Dollar amounts in millions)	Long-term care insurance			Life insurance (1)			Fixed annuities
Present value of expected net premiums:
Beginning balance as of January 1	$	25,247		$	5,414		$	—
Beginning balance, at original discount rate	$	20,717		$	4,086		$	—
Effect of changes in cash flow assumptions		102			—			—
Effect of actual variances from expected experience		82			69			—

Adjusted beginning balance		20,901			4,155			—
Issuances		8			—			50
Interest accrual		1,061			226			—
Net premiums collected (2)		(2,011	)		(459	)		(50	)
Derecognition (lapses and withdrawals)		—			—			—
Other		—			—			—

Ending balance, at original discount rate		19,959			3,922			—
Effect of changes in discount rate assumptions		(64	)		161			—

Ending balance as of December 31	$	19,895		$	4,083		$	—

Present value of expected future policy benefits:
Beginning balance as of January 1	$	85,338		$	7,157		$	17,039
Beginning balance, at original discount rate	$	61,146		$	5,814		$	11,012
Effect of changes in cash flow assumptions		(251	)		—			—
Effect of actual variances from expected experience		(31	)		106			(24	)

Adjusted beginning balance		60,864			5,920			10,988
Issuances		10			—			43
Interest accrual		3,364			304			690
Benefit payments		(3,090	)		(851	)		(1,072	)
Derecognition (lapses and withdrawals)		—			—			—
Reinsurance transactions (3)		—			—			(352	)
Other		—			1			3

Ending balance, at original discount rate		61,148			5,374			10,300
Effect of changes in discount rate assumptions		204			182			1,623

Ending balance as of December 31	$	61,352		$	5,556		$	11,923

Net liability for future policy benefits, before flooring adjustments	$	41,457		$	1,473		$	11,923
Flooring adjustments (4)		—			347			—

Net liability for future policy benefits		41,457			1,820			11,923
Less: reinsurance recoverable		7,270			873			8,957

Net liability for future policy benefits, after reinsurance recoverable	$	34,187		$	947		$	2,966

Weighted-average liability duration (years)		14.5			6.0			10.9

(1)	The components of the life insurance rollforward exclude flooring.

(2)	Net premiums collected represents the portion of gross premiums collected from policyholders that is used to fund expected benefit payments.

(3)	Related to a third-party recapture of certain single premium immediate annuity contracts in 2022.

(4)

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	December 31, 2021
(Dollar amounts in millions)	Long-term care insurance			Life insurance (1)			Fixed annuities
Present value of expected net premiums:
Beginning balance as of January 1	$	26,283		$	5,451		$	—
Beginning balance, at original discount rate	$	20,600		$	3,916		$	—
Effect of changes in cash flow assumptions		1,615			228			—
Effect of actual variances from expected experience		(444	)		165			—

Adjusted beginning balance		21,771			4,309			—
Issuances		23			—			47
Interest accrual		1,053			221			—
Net premiums collected (2)		(2,130	)		(444	)		(47	)
Derecognition (lapses and withdrawals)		—			—			—
Other		—			—			—

Ending balance, at original discount rate		20,717			4,086			—
Effect of changes in discount rate assumptions		4,530			1,328			—

Ending balance as of December 31	$	25,247		$	5,414		$	—

Present value of expected future policy benefits:
Beginning balance as of January 1	$	89,645		$	7,821		$	18,637
Beginning balance, at original discount rate	$	59,709		$	6,062		$	11,358
Effect of changes in cash flow assumptions		1,678			252			27
Effect of actual variances from expected experience		(565	)		190			(24	)

Adjusted beginning balance		60,822			6,504			11,361
Issuances		23			—			46
Interest accrual		3,309			322			728
Benefit payments		(3,006	)		(1,013	)		(1,119	)
Derecognition (lapses and withdrawals)		—			—			—
Other		(2	)		1			(4	)

Ending balance, at original discount rate		61,146			5,814			11,012
Effect of changes in discount rate assumptions		24,192			1,343			6,027

Ending balance as of December 31	$	85,338		$	7,157		$	17,039

Net liability for future policy benefits, before flooring adjustments	$	60,091		$	1,743		$	17,039
Flooring adjustments (3)		—			423			—

Net liability for future policy benefits		60,091			2,166			17,039
Less: reinsurance recoverable		10,557			1,040			12,583

Net liability for future policy benefits, after reinsurance recoverable	$	49,534		$	1,126		$	4,456

Weighted-average liability duration (years)		16.9			7.0			13.6

(1)	The components of the life insurance rollforward exclude flooring.

(2)	Net premiums collected represents the portion of gross premiums collected from policyholders that is used to fund expected benefit payments.

(3)

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

We complete the required comprehensive annual review of our cash flow assumptions for the liability for future policy benefits in the fourth quarter each year. We have elected to update the net premium ratio quarterly for differences between actual and expected experience; therefore, during interim reporting periods, we replace forecasted cash flow assumptions with actual cash flows with any difference recorded in net income (loss). Cash flow assumptions are monitored quarterly and are updated if emerging experience indicates a change is necessary. As a result, we expect to update the cash flow assumptions related to the implementation timing and approval amounts of

in-force

rate actions on a quarterly basis. The impact from updating the net premium ratio for assumptions and actual versus expected experience is presented in our tabular rollforward disclosures within the line-items labeled “effect of changes in cash flow assumptions” and “effect of actual variances from expected experience,” respectively. See note 2 for additional information on cash flow assumptions used to estimate the liability for future policy benefits.

Long-term care insurance

For the nine months ended September 30, 2023, the impact of actual versus expected experience resulted in an increase of $164

million in the liability for future policy benefits largely as a result of timing impacts related to

second legal settlement, higher claims and lower terminations. This unfavorable actual versus expected experience was partially offset by favorable cash flow assumption updates related to implementation timing and approval amounts of our

in-force

rate action plan.

In the fourth quarter of 2022, we refined several assumptions, including reducing our lapse assumption in light of favorable experience from our long-term care insurance legal settlement elections and benefit reductions and updating our interest rate assumption to reflect the impact of the higher interest rate environment. The favorable impacts from both the effect of changes in cash flow assumptions and actual versus expected experience were mainly attributable to the inclusion of a second legal settlement. We also evaluated our assumptions regarding expectations of future premium rate increase approvals and benefit reductions and made no significant changes to our 2022 multi-year

in-force

rate action plan. However, we did increase the value of our assumption for future approvals and benefit reductions based on recent rate increase approval experience, regulatory support and legal settlement results.

In the fourth quarter of 2021, we reviewed our assumptions including expected claim incidence and terminations, expenses, interest rates, benefit utilization trend and

in-force

rate actions, among other assumptions. The most significant update to our long-term care insurance assumptions included an unfavorable update to the benefit utilization trend, which drove significant updates to our

in-force

rate action plan, and related assumptions. Given the expected future increases in cost of care, we expected our long-term benefit utilization to trend higher than previously assumed. Prior to this update, we had assumed that the long-term benefit utilization would improve over time. Based on our experience, it did not improve as much as we predicted, largely due to cost of care growth driven by both broad-based inflation and minimum wage increases in some large states, among other factors. Therefore, we increased the outlook for our future benefit utilization trend.

Life insurance

The impact of actual versus expected experience for the nine months ended September 30, 2023 resulted in an increase of $18

million in the liability for future policy benefits. The increase was primarily due to unfavorable mortality experience in certain level premium period term life insurance blocks.

There were no cash flow assumption changes for our life insurance products in the fourth quarter of 2022. The effect of actual versus expected experience in 2022 resulted in an increase of $37 million in the liability for

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

future policy benefits. The increase was primarily driven by unfavorable mortality from

COVID-19

and elevated death claims in a single cohort in 2022.

In the fourth quarter of 2021, we completed our annual review of cash flow assumptions and recorded an increase to our liability for future policy benefits of

million principally due to unfavorable

pre-COVID-19

mortality. The effect of actual versus expected experience in 2021 resulted in an increase of

million to our liability for future policy benefits primarily from unfavorable mortality due to

COVID-19.

Fixed annuities

The impact of actual versus expected experience for the nine months ended September 30, 2023 and the year ended December 31, 2022 resulted in a decrease of

million and $

million in the liability for future policy benefits, respectively, due principally to favorable mortality.

Due to emerging experience on our structured settlements, we revised the mortality assumption to reflect unfavorable mortality rates, resulting in an increase of

million, partially offset by a favorable actual to expected experience adjustment of

million in 2021.

The following table provides the weighted-average interest rates for the liability for future policy benefits as of the dates indicated:


	September 30, 2023			December 31, 2022			December 31, 2021
Long-term care insurance
Interest accretion rate		5.8	%		5.8	%		5.8	%
Current discount rate		6.0	%		5.4	%		2.8	%
Life insurance
Interest accretion rate		5.8	%		5.8	%		5.8	%
Current discount rate		5.8	%		5.2	%		2.4	%
Fixed annuities
Interest accretion rate		6.7	%		6.7	%		6.7	%
Current discount rate		5.9	%		5.3	%		2.8	%

For contracts issued prior to the Transition Date, the

locked-in

discount rate (labeled “interest accretion rate” in the preceding table) for each issue-year cohort is equal to the

pre-LDTI

discount rate. For contracts issued on or after the Transition Date, the

locked-in

discount rate for each issue-year cohort is determined as a single discount rate, using the weighted-average monthly

single-A

fixed-income forward curves over the current calendar year.

The current discount rate assumption is based on a

single-A

curve, with durations that correspond with the insurance liabilities, published by a market data service. For cash flows projected beyond the observable curve, we use estimation techniques consistent with Level 3 fair value measurements as defined in Note 2—Summary of Significant Accounting Policies included in the Notes to Consolidated Financial Statements in our 2022 Annual Report on Form

10-K

to interpolate from the last observable rate to an estimated ultimate long-term rate. The current discount rate assumption is updated quarterly using this methodology. These updates include current information about the observable

single-A

curve as well as the long-term target rate assumption for

single-A

interest rates beyond the last observable date.

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table sets forth the amount of undiscounted and discounted expected future gross premiums and expected future benefit payments as of the dates indicated:


	September 30, 2023				December 31, 2022				December 31, 2021
(Amounts in millions)	Undiscounted		Discounted		Undiscounted		Discounted		Undiscounted		Discounted
Long-term care insurance
Expected future gross premiums	$	39,880	$	25,926	$	42,329	$	28,278	$	45,334	$	36,642
Expected future benefit payments	$	127,148	$	57,132	$	130,315	$	61,352	$	133,974	$	85,338
Life insurance
Expected future gross premiums	$	10,993	$	5,970	$	11,541	$	6,559	$	12,266	$	8,853
Expected future benefit payments	$	7,360	$	5,014	$	7,924	$	5,556	$	8,652	$	7,157
Fixed annuities
Expected future gross premiums	$	—	$	—	$	—	$	—	$	—	$	—
Expected future benefit payments	$	24,157	$	10,965	$	24,924	$	11,923	$	26,473	$	17,039

During the nine months ended September 30, 2023 and the year ended December 31, 2022, we recorded a charge of $6 million and $16 million, respectively, to net income due to net premiums exceeding gross premiums for our life insurance products primarily due to higher claim severity.

During the year ended December 31, 2021, we recorded a charge of $8

million to net income due to net premiums exceeding gross premiums for our life insurance products principally from higher claim frequency due to unfavorable mortality attributable to

COVID-19.

The following table sets forth the amount of revenue and interest expense recognized in net income related to our liability for future policy benefits for the periods indicated:


	Three months ended September 30, 2023				Three months ended September 30, 2022				Nine months ended September 30, 2023				Nine months ended September 30, 2022				Years ended December 31,
	Three months ended September 30, 2023				Three months ended September 30, 2022				Nine months ended September 30, 2023				Nine months ended September 30, 2022				2022				2021
(Amounts in millions)	Gross premiums		Interest expense (1)		Gross premiums		Interest expense (1)		Gross premiums		Interest expense (1)		Gross premiums		Interest expense (1)		Gross premiums		Interest expense (1)		Gross premiums		Interest expense (1)
Long-term care insurance	$	685	$	584	$	707	$	578	$	2,031	$	1,744	$	2,059	$	1,723	$	2,769	$	2,303	$	2,847	$	2,256
Life insurance		168		15		178		19		521		48		550		60		725		78		759		101
Fixed annuities		—		166		—		171		—		500		—		521		—		690		—		728

Total	$	853	$	765	$	885	$	768	$	2,552	$	2,292	$	2,609	$	2,304	$	3,494	$	3,071	$	3,606	$	3,085

(1)

Amounts for interest accretion, labeled “interest expense” in the table above, are included in benefits and other changes in policy reserves in the condensed consolidated statements of income for the three and nine months ended September 30, 2023 and 2022 and in the consolidated statements of income for the years ended December 31, 2022 and 2021.

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(11) Policyholder Account

Balances

The following table sets forth our liabilities for policyholder account balances as of the dates indicated:


(Amounts in millions)	September 30, 2023		December 31, 2022
Life insurance	$	7,502	$	7,694
Fixed annuities		4,700		5,477
Variable annuities		549		610
Fixed indexed annuity embedded derivatives (1)		174		202
Indexed universal life embedded derivatives (1)		14		15
Additional insurance liabilities (2)		2,646		2,566
Other		5		—

Total policyholder account balances	$	15,590	$	16,564

(1)	See note 6 for additional information.

(2)	Amount represents additional liabilities related to death or other insurance benefits that are recorded within policyholder account balances and are considered long-duration insurance contracts. See note 12 for additional information.

The contracts underlying the annuitization or other insurance benefits, such as GMWB and guaranteed annuitization benefits, are considered “in the money” if the present value of the contractholder’s benefits is greater than the account value, or commonly referred to as the net amount at risk. For GMWBs and guaranteed annuitization benefits, the only way the contractholder can monetize the excess of the benefits over the account value of the contract is through lifetime withdrawals or lifetime income payments after annuitization. For those guarantees of benefits that are payable in the event of death, the net amount at risk is generally defined as the current guaranteed minimum death benefit in excess of the current account balance at the balance sheet date.

The following tables present the balances of and changes in policyholder account balances as of and for the periods indicated:


	September 30, 2023
(Dollar amounts in millions)	Life insurance			Fixed annuities			Variable annuities
Beginning balance as of January 1	$	7,694		$	5,477		$	610
Issuances		—			—			—
Premiums received		384			17			11
Policy charges		(464	)		(4	)		(4	)
Surrenders and withdrawals		(234	)		(663	)		(55	)
Benefit payments		(171	)		(292	)		(54	)
Net transfers from (to) separate accounts		—			—			1
Interest credited		291			121			3
Other		2			44			37

Ending balance as of September 30	$	7,502		$	4,700		$	549

Weighted-average crediting rate		3.9	%		2.8	%		3.3	%
Net amount at risk (1)	$	43,456		$	11		$	535
Cash surrender value	$	4,308		$	3,714		$	549

(1)	The net amount at risk presented for fixed and variable annuity products contains both general and separate accounts, including amounts related to annuitization and other insurance benefits classified as MRBs.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	December 31, 2022
(Dollar amounts in millions)	Life insurance			Fixed annuities			Variable annuities
Beginning balance as of January 1	$	7,835		$	6,595		$	652
Issuances		—			—			—
Premiums received		518			23			21
Policy charges		(632	)		(6	)		(8	)
Surrenders and withdrawals		(177	)		(908	)		(48	)
Benefit payments		(210	)		(475	)		(69	)
Net transfers from (to) separate accounts		—			—			11
Interest credited		381			173			4
Other		(21	)		75			47

Ending balance as of December 31	$	7,694		$	5,477		$	610

Weighted-average crediting rate		3.9	%		2.4	%		3.3	%
Net amount at risk (1)	$	44,113		$	21		$	661
Cash surrender value	$	4,415		$	4,449		$	610

(1)	The net amount at risk presented for fixed and variable annuity products contains both general and separate accounts, including amounts related to annuitization and other insurance benefits classified as MRBs.


	December 31, 2021
(Dollar amounts in millions)	Life insurance			Fixed annuities			Variable annuities
Beginning balance as of January 1	$	8,105		$	7,892		$	689
Issuances		—			—			—
Premiums received		558			36			24
Policy charges		(644	)		(7	)		(8	)
Surrenders and withdrawals		(298	)		(1,153	)		(43	)
Benefit payments		(233	)		(508	)		(58	)
Net transfers from (to) separate accounts		—			—			5
Interest credited		365			199			5
Other		(18	)		136			38

Ending balance as of December 31	$	7,835		$	6,595		$	652

Weighted-average crediting rate		3.9	%		2.3	%		3.2	%
Net amount at risk (1)	$	46,613		$	98		$	648
Cash surrender value	$	4,411		$	5,471		$	652

(1)	The net amount at risk presented for fixed and variable annuity products contains both general and separate accounts, including amounts related to annuitization and other insurance benefits classified as MRBs.

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following tables represent policyholder account balances by range of guaranteed minimum crediting rate and the related range of the difference between rates being credited to policyholders and the respective guaranteed minimums as of the dates indicated:


	September 30, 2023
(Amounts in millions)	At guaranteed minimum		1–50 basis points above		51–150 basis points above		Greater than 150 basis points above		Total (1)
Less than 2.00%	$	336	$	106	$	9	$	—	$	451
2.00%–2.99%		1,186		2		—		—		1,188
3.00%–3.99%		1,780		717		1,167		19		3,683
4.00% and greater		2,509		16		8		—		2,533

Total	$	5,811	$	841	$	1,184	$	19	$	7,855

(1)	Excludes universal life insurance and investment contracts of approximately $4,896 million that have a market component to their crediting strategy.


	December 31, 2022
(Amounts in millions)	At guaranteed minimum		1–50 basis points above		51–150 basis points above		Greater than 150 basis points above		Total (1)
Less than 2.00 %	$	1,065	$	42	$	2	$	—	$	1,109
2.00%–2.99%		947		2		—		—		949
3.00%–3.99%		1,928		774		1,156		1		3,859
4.00% and greater		2,649		12		1		—		2,662

Total	$	6,589	$	830	$	1,159	$	1	$	8,579

(1)	Excludes universal life insurance and investment contracts of approximately $5,202 million that have a market component to their crediting strategy.

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(12) Additional Insurance Liabilities

The following table presents the balances of and changes in additional liabilities related to death or other insurance benefits that are included within policyholder account balances related to universal and term universal life insurance products as of and for the periods indicated:


(Dollar amounts in millions)	September 30, 2023			December 31, 2022			December 31, 2021 (2)
Beginning balance as of January 1	$	2,566		$	2,656		$	2,524
Beginning balance before shadow accounting adjustments	$	2,634		$	2,523		$	2,341
Effect of changes in cash flow assumptions		—			(37	)		85
Effect of actual variances from expected experience		30			33			40

Adjusted beginning balance		2,664			2,519			2,466
Issuances		—			—			—
Interest accrual		66			85			77
Assessments collected		181			245			253
Benefit payments		(161	)		(215	)		(282	)
Derecognition (lapses and withdrawals)		—			—			—
Other (flooring adjustment)		—			—			9

Ending balance before shadow accounting adjustments		2,750			2,634			2,523
Effect of shadow accounting adjustments		(104	)		(68	)		133

Ending balance		2,646			2,566			2,656
Less: reinsurance recoverable (1)		—			—			—

Additional insurance liabilities, net of reinsurance recoverable	$	2,646		$	2,566		$	2,656

Weighted-average liability duration (years)		19.8			20.8			22.6

(1)	Reflects immaterial revisions to the presentation of reinsurance recoverable previously disclosed in our quarterly reports on Form 10-Q for the first and second quarters of 2023 to correctly remove amounts associated with policyholder account balances.

(2)	Reflects immaterial revisions to the presentation of certain line items of the December 31, 2021 rollforward previously disclosed in our quarterly reports on Form 10-Q for the first and second quarters of 2023 to correctly reflect changes to flooring adjustments.

The effect of updating the benefit ratio for actual versus expected experience for the nine months ended September 30, 2023 and the years ended December 31, 2022 and 2021 increased our additional insurance liabilities by $30 million, $33 million and $40 million, respectively.

The increase for the nine months ended September 30, 2023 was principally due to unfavorable mortality experience and higher projected benefits as compared to prior expectations. The increase for the years ended December 31, 2022 and 2021 was primarily due to unfavorable mortality experience.

In the fourth quarter of 2022, as part of our annual review of assumptions, we decreased our additional insurance liabilities by $37 million in our universal and term universal life insurance products primarily related to higher interest rates. In the fourth quarter of 2021, as part of our annual review of assumptions, we increased our additional insurance liabilities by $85

million in our term universal and universal life insurance products primarily driven by unfavorable

pre-COVID-19

mortality.

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table provides the weighted-average interest rates for our additional insurance liabilities as of the dates indicated:


	September 30, 2023			December 31, 2022			December 31, 2021
Interest accretion rate (1)		3.3	%		3.3	%		3.2	%
Projected crediting rate (2)		3.8	%		3.8	%		3.6	%

(1)	The interest accretion rate is determined by using the weighted-average policyholder crediting rates for the underlying policies over the period in-force, and based on the adjusted beginning balance, is used to measure the amount of interest accrual.

(2)

The projected crediting rate is determined by using a future crediting rate curve that utilizes a portfolio approach reflecting anticipated reinvestment activity and runoff of existing assets over the projection period. The projected crediting rate is used to discount future assessments and excess benefits.

The following table sets forth the amount of revenue and interest expense recognized in net income related to additional insurance liabilities for the periods indicated:


	Three months ended September 30,				Nine months ended September 30,				Years ended December 31,
(Amounts in millions)	2023		2022		2023		2022		2022		2021

Gross assessments	$	134	$	136	$	406	$	427	$	559	$	592
Interest expense (1)	$	22	$	22	$	66	$	63	$	85	$	77

(1)	Amounts for interest accretion, labeled “interest expense” in the table above, are included in benefits and other changes in policy reserves in the condensed consolidated statements of income.

(13) Market Risk Benefits

The following table sets forth our market risk benefits by asset and liability position as of the dates indicated:


	September 30, 2023						December 31, 2022
(Amounts in millions)	Asset		Liability		Net liability		Asset		Liability		Net liability
Fixed indexed annuities	$	—	$	38	$	38	$	—	$	52	$	52
Variable annuities		39		541		502		26		696		670

Total market risk benefits	$	39	$	579	$	540	$	26	$	748	$	722

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(Unaudited)

The following tables present the balances of and changes in market risk benefits as of and for the periods indicated:


	September 30, 2023
(Dollar amounts in millions)	Fixed indexed annuities			Variable annuities			Reinsurance recoverable (1)
Beginning balance as of January 1	$	52		$	670		$	158
Beginning balance before effect of changes in instrument-specific credit risk	$	50		$	660		$	158
Issuances		—			—			—
Interest accrual		2			26			6
Attributed fees collected		3			28			6
Benefit payments		—			(26	)		(11	)
Effect of changes in interest rates		(16	)		(142	)		(24	)
Effect of changes in equity markets		(1	)		(54	)		(15	)
Actual policyholder behavior different from expected behavior		(2	)		4			3
Effect of changes in future expected policyholder behavior		—			—			—
Effect of changes in other future expected assumptions		—			—			—

Ending balance before effect of changes in instrument-specific credit risk		36			496			123
Effect of changes in instrument-specific credit risk		2			6			—

Ending balance as of September 30		38			502		$	123

Less: reinsurance recoverable		—			123

Market risk benefits, net of reinsurance recoverable	$	38		$	379

Weighted-average attained age of contractholders		72			76
Net amount at risk (2)

(1)	Represents the net reinsured asset related to our variable annuity MRBs.

(2)	See note 11 for additional information on the net amount at risk.

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(Unaudited)


	December 31, 2022
(Dollar amounts in millions)	Fixed indexed annuities			Variable annuities			Reinsurance recoverable (1)
Beginning balance as of January 1	$	94		$	855		$	193
Beginning balance before effect of changes in instrument-specific credit risk	$	90		$	840		$	193
Issuances		—			6			—
Interest accrual		1			18			4
Attributed fees collected		5			42			9
Benefit payments		—			(28	)		(16	)
Effect of changes in interest rates		(51	)		(513	)		(74	)
Effect of changes in equity markets		5			286			39
Actual policyholder behavior different from expected behavior		(2	)		8			3
Effect of changes in future expected policyholder behavior		—			—			—
Effect of changes in other future expected assumptions		—			—			—
Other		2			1			—

Ending balance before effect of changes in instrument-specific credit risk		50			660			158
Effect of changes in instrument-specific credit risk		2			10			—

Ending balance as of December 31		52			670		$	158

Less: reinsurance recoverable		—			158

Market risk benefits, net of reinsurance recoverable	$	52		$	512

Weighted-average attained age of contractholders		72			76
Net amount at risk (2)

(1)	Represents the net reinsured asset related to our variable annuity MRBs.

(2)	See note 11 for additional information on the net amount at risk.

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(Unaudited)


	December 31, 2021
(Dollar amounts in millions)	Fixed indexed annuities			Variable annuities			Reinsurance recoverable (1)
Beginning balance as of January 1	$	115		$	1,173		$	244
Beginning balance before effect of changes in instrument-specific credit risk	$	110		$	1,154		$	244
Issuances		—			3			—
Interest accrual		—			4			1
Attributed fees collected		6			48			11
Benefit payments		—			(23	)		(13	)
Effect of changes in interest rates		(10	)		(115	)		(21	)
Effect of changes in equity markets		(7	)		(267	)		(42	)
Actual policyholder behavior different from expected behavior		(7	)		36			13
Effect of changes in future expected policyholder behavior		—			—			—
Effect of changes in other future expected assumptions		—			—			—
Other		(2	)		—			—

Ending balance before effect of changes in instrument-specific credit risk		90			840			193
Effect of changes in instrument-specific credit risk		4			15			—

Ending balance as of December 31		94			855		$	193

Less: reinsurance recoverable		—			193

Market risk benefits, net of reinsurance recoverable	$	94		$	662

Weighted-average attained age of contractholders		71			75
Net amount at risk (2)

(1)	Represents the net reinsured asset related to our variable annuity MRBs.

(2)	See note 11 for additional information on the net amount at risk.

During the year ended December 31, 2022, risk-free interest rates increased, resulting in a decrease in the net MRB liability of our fixed indexed and variable annuity products. In our variable annuity products, this was partially offset by unfavorable equity market performance, which increased our net MRB liability.

During the year ended December 31, 2021, equity market performance was favorable and risk-free interest rates increased, resulting in a decrease in our net MRB liability of our fixed indexed and variable annuity products.

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(Unaudited)

(14) Separate Accounts

The following table presents the balances of and changes in separate account liabilities related to variable annuity and variable universal life insurance products as of and for the periods indicated:


(Amounts in millions)	September 30, 2023			December 31, 2022			December 31, 2021
Beginning balance as of January 1	$	4,417		$	6,066		$	6,081
Premiums and deposits		27			48			47
Policy charges		(79	)		(115	)		(136	)
Surrenders and withdrawals		(265	)		(352	)		(506	)
Benefit payments		(157	)		(226	)		(266	)
Investment performance		304			(991	)		852
Net transfers to general account		(1	)		(11	)		(5	)
Other charges		(2	)		(2	)		(1	)

Ending balance	$	4,244		$	4,417		$	6,066

Cash surrender value (1)	$	4,241		$	4,414		$	6,065

(1)	Cash surrender value represents the amount of the contractholders’ account balances that was distributable as of September 30, 2023, December 31, 2022 and December 31, 2021 less certain surrender charges.

Separate Account Assets

The following table presents the aggregate fair value of assets, by major investment asset category, supporting separate accounts as of the dates indicated:


(Amounts in millions)	September 30, 2023		December 31, 2022
Equity funds	$	1,866	$	1,866
Balanced funds		1,831		1,962
Bond funds		306		332
Money market funds		241		257

Total	$	4,244	$	4,417

(15) Liability for Policy and Contract Claims

The following table presents the balances of our liability for policy and contract claims as of the dates indicated:


(Amounts in millions)	September 30, 2023		December 31, 2022
Enact segment	$	501	$	519
Life and Annuities segment (1)		123		158
Other mortgage insurance business		7		6

Total liability for policy and contract claims	$	631	$	683

(1)	Primarily includes balances related to our universal and term universal life insurance products.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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


	Nine months ended September 30,
(Amounts in millions)	2023			2022
Beginning balance as of January 1	$	683		$	819
Less reinsurance recoverables		(23	)		(26	)

Net beginning balance		660			793

Incurred related to insured events of:
Current year		634			647
Prior years		(185	)		(245	)

Total incurred		449			402

Paid related to insured events of:
Current year		(393	)		(439	)
Prior years		(102	)		(111	)

Total paid		(495	)		(550	)

Foreign currency translation		1			—

Net ending balance		615			645
Add reinsurance recoverables		16			24

Ending balance as of September 30	$	631		$	669

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 adverse trends, could 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. In addition, loss reserves recorded on new delinquencies in our Enact segment have a high degree of estimation, particularly due to the level of uncertainty regarding whether borrowers in forbearance will ultimately cure or result in a claim payment, as well as the timing and severity of those payments. Given the extended period of time that may exist between the reporting of a delinquency and the claim payment, and changes in economic conditions and the real estate market, significant uncertainty and variability exist on amounts actually paid.

The favorable development related to insured events of prior years for the nine months ended September 30, 2023 was predominantly associated with $188 million of reserve releases in our Enact segment primarily related to favorable cure performance on delinquencies from 2022 and earlier, including those related to

COVID-19.

Uncertainty in the economic environment has not negatively impacted cure performance on 2022 delinquencies to the extent initially expected. The favorable development related to insured events of prior years for the nine months ended September 30, 2022 was largely attributable to $251 million of favorable reserve adjustments in our Enact segment primarily related to

COVID-19

delinquencies in 2020 curing at levels above original reserve expectations.

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(Unaudited)

(16) Reinsurance

Allowance for Credit Losses on Reinsurance Recoverables

The following table sets forth the changes in the allowance for credit losses related to reinsurance recoverables as of and for the periods indicated:


	Three months ended September 30,
(Amounts in millions)	2023			2022
Allowance for credit losses:
Beginning balance	$	64		$	63
Provision		33			1
Write-offs		(69	)		—
Recoveries		—			—

Ending balance	$	28		$	64


	Nine months ended September 30,
(Amounts in millions)	2023			2022
Allowance for credit losses:
Beginning balance	$	63		$	58
Provision		34			6
Write-offs		(69	)		—
Recoveries		—			—

Ending balance	$	28		$	64

As discussed in Note 2—Summary of Significant Accounting Policies included in the Notes to Consolidated Financial Statements in our 2022 Annual Report on Form

10-K,

our policy for evaluating and measuring the allowance for credit losses related to reinsurance recoverables utilizes the reinsurer’s credit rating, updated quarterly, to assess the credit quality of reinsurance recoverables.

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(Unaudited)

The following tables set forth A.M. Best Company, Inc.’s credit ratings related to our reinsurance recoverables at the

locked-in

discount rate, gross of the allowance for credit losses, as of the dates indicated:


	September 30, 2023
(Amounts in millions)	Collateralized		Non-collateralized		Total
Credit rating:
A++	$	—	$	660	$	660
A+		1,349		1,691		3,040
A		34		346		380
Not rated		13,198		15		13,213

Total reinsurance recoverable	$	14,581	$	2,712	$	17,293


	December 31, 2022
(Amounts in millions)	Collateralized		Non-collateralized		Total
Credit rating:
A++	$	—	$	626	$	626
A+		1,268		2,050		3,318
A		20		33		53
Not rated		13,506		86		13,592

Total reinsurance recoverable	$	14,794	$	2,795	$	17,589

Reinsurance recoverables are considered past due when contractual payments have not been received from the reinsurer by the required payment date. Claims submitted for payment are generally due in less than one year. As of September 30, 2023, we had no reinsurance recoverables past due. As of December 31, 2022, we did not have any reinsurance recoverables past due, except for Scottish Re US Inc. (“Scottish Re”), a reinsurance company domiciled in Delaware. On March 6, 2019, Scottish Re was ordered into receivership for the purposes of rehabilitation by the Court of Chancery of the State of Delaware. The proposed Plan of Rehabilitation of Scottish Re was filed on June 30, 2020. On March 16, 2021, the Receiver filed a draft Amended Plan of Rehabilitation and filed an outline of changes to the amended plan on July 27, 2021. In May 2023, the Receiver concluded that Scottish Re should be liquidated based upon adverse changes in its financial condition subsequent to the filing of the Amended Plan of Rehabilitation. In July 2023, Scottish Re’s board of directors consented to the liquidation order, which was made final by the Court shortly thereafter. In addition, the Court’s liquidation order mandated all reinsurance agreements

in-force

with Scottish Re be terminated (or expire) by no later than September 30, 2023.

We previously established an allowance for credit losses of $36 million related to the reinsurance recoverable due from Scottish Re. In the third quarter of 2023, we determined that the reinsurance recoverable was uncollectible. As a result, we recorded an additional credit loss of $33 million and wrote off the entire reinsurance recoverable of $69 million against the allowance for credit losses. As of September 30, 2023, we recaptured all of our life insurance policies from Scottish Re, which did not have a significant impact on our current period earnings, as the credit loss recognized in the third quarter of 2023 was offset by the derecognition of ceded premiums of approximately $33 million

where we have the right of offset for the amounts owed to us by Scottish Re.

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(Unaudited)

(17) 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 September 30,						Nine months ended September 30,
	2023			2022			2023			2022
Statutory U.S. federal income tax rate		21.0	%		21.0	%		21.0	%		21.0	%
Increase in rate resulting from:
Tax on income from terminated swaps		8.4			2.7			4.4			2.4
Non-deductible expenses		3.2			1.1			1.2			0.5
Other, net		0.7			(0.3	)		0.3			—

Effective rate		33.3	%		24.5	%		26.9	%		23.9	%

The effective tax rate for the three and nine months ended September 30, 2023 and 2022 was above the statutory U.S. federal income tax rate of 21% largely due to tax expense on certain forward starting swap gains that are tax effected at the previously enacted federal income tax rate of 35% as they are amortized into net investment income, as well as

non-deductible

expenses. The increase in the effective tax rate for the three and nine months ended September 30, 2023 compared to the three and nine months ended September 30, 2022 was primarily attributable to higher tax expense on certain forward starting swaps gains in relation to lower

pre-tax

income in the current year.

U.S. GAAP generally requires an annualized effective tax rate to be used for interim reporting periods, utilizing projections of full year results. However, in certain circumstances it is appropriate to record the actual effective tax rate for the period if a reliable full year estimate cannot be made. For the three and nine months ended September 30, 2023, we utilized the actual effective tax rate for the interim periods to record the provision for income taxes for our Long-Term Care Insurance and Life and Annuities segments and the annualized projected effective tax rate for our Enact segment and Corporate and Other. For the three and nine months ended September 30, 2022, we utilized the effective tax rate for the year ended December 31, 2022 in determining the

re-presented

provision for income taxes.

Our ability to realize our deferred tax assets is largely dependent upon generating sufficient taxable income and capital gains in future years. As of September 30, 2023 and December 31, 2022, our tax valuation allowance was $748 million and $583 million, respectively, of which $350 million and $200 million, respectively, were related to capital deferred tax assets. Given the increase in unrealized losses on our fixed maturity securities and forward starting swaps in the current year due to rising interest rates and the corresponding reduction in the amount of unrealized capital gains expected to be available in the future to offset our capital loss carryforwards and other capital deferred tax assets, we recorded an additional valuation allowance of $150 million in the third quarter of 2023 through accumulated other comprehensive income (loss) related to deferred tax assets that would produce capital losses. The remainder of the total valuation allowance relates to foreign and state net operating loss carryforwards.

(18) Segment Information

We have the following three operating segments: Enact; Long-Term Care Insurance; and Life and Annuities. The products in the Life and Annuities segment include traditional and

non-traditional

life insurance

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(Unaudited)

(term, universal and term universal life insurance as well as corporate-owned life insurance and funding agreements), fixed annuities and variable annuities (which include variable life insurance), none of which are actively marketed or sold. In addition to our three operating segments, we also have Corporate and Other, which includes 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 reported outside of our operating segments, such as certain international businesses and discontinued operations. Corporate and Other also includes

start-up

results related to

fee-based

services, care support and advice, clinical assessments and consulting offered by CareScout to advance our senior care growth initiatives.

We tax our businesses at the U.S. corporate federal income tax rate of 21%. Each segment is then adjusted to reflect the unique tax attributes of that segment, such as permanent differences between U.S. GAAP and tax law. 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.

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. U.S. GAAP generally requires an annualized effective tax rate to be used for interim reporting periods, utilizing projections of full year results. However, in certain circumstances it is appropriate to record the actual effective tax rate for the period if a reliable full year estimate cannot be made. See note 17 for a discussion of the effective tax rates used for our segments and Corporate and Other for the three and nine months ended September 30, 2023 and 2022.

We use the same accounting policies and procedures to measure segment income (loss) and assets as our consolidated net income and assets. Our President and Chief Executive Officer (Principal Executive Officer), who serves as 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 the

after-tax

effects of income (loss) from continuing operations attributable to noncontrolling interests, net investment gains (losses), changes in fair value of market risk benefits and associated hedges, gains (losses) on the sale of businesses, gains (losses) on the early extinguishment of debt, restructuring costs and infrequent or unusual

non-operating

items. A component of our net investment gains (losses) is the result of estimated future credit losses, 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. We exclude net investment gains (losses), changes in fair value of market risk benefits and associated hedges, gains (losses) on the sale of businesses, gains (losses) on the early extinguishment of debt, restructuring costs and infrequent or unusual

non-operating

items from adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders because, in our opinion, they are not indicative of overall operating performance.

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

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(Unaudited)

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 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 to adjusted operating income (loss) assume a 21% tax rate and are net of the portion attributable to noncontrolling interests. Changes in fair value of market risk benefits and associated hedges are adjusted to exclude changes in reserves, attributed fees and benefit payments.

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


	Three months ended September 30,				Nine months ended September 30,
(Amounts in millions)	2023		2022		2023		2022
Revenues:
Enact segment	$	299	$	275	$	857	$	818
Long-Term Care Insurance segment		1,082		1,087		3,323		3,290
Life and Annuities segment:
Life insurance		347		352		1,055		1,092
Fixed annuities		68		91		237		299
Variable annuities		34		37		105		114

Life and Annuities segment		449		480		1,397		1,505

Corporate and Other		1		6		—		15

Total revenues	$	1,831	$	1,848	$	5,577	$	5,628

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(Unaudited)

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


	Three months ended September 30,						Nine months ended September 30,
(Amounts in millions)	2023			2022			2023			2022
Net income available to Genworth Financial, Inc.’s common stockholders	$	29		$	136		$	288		$	535
Add: net income from continuing operations attributable to noncontrolling interests		31			35			94			103
Add: net income from discontinued operations attributable to noncontrolling interests		—			—			—			—

Net income		60			171			382			638
Less: income from discontinued operations, net of taxes		—			5			2			2

Income from continuing operations		60			166			380			636
Less: net income from continuing operations attributable to noncontrolling interests		31			35			94			103

Income from continuing operations available to Genworth Financial, Inc.’s common stockholders		29			131			286			533
Adjustments to income from continuing operations available to Genworth Financial, Inc.’s common stockholders:
Net investment (gains) losses, net (1)		43			58			13			(3	)
Changes in fair value of market risk benefits attributable to interest rates, equity markets and associated hedges (2)		(26	)		(32	)		(35	)		(78	)
(Gains) losses on early extinguishment of debt (3)		—			3			(1	)		7
Expenses related to restructuring		—			—			4			1
Pension plan termination costs		—			6			—			6
Taxes on adjustments		(4	)		(8	)		4			14

Adjusted operating income available to Genworth Financial, Inc.’s common stockholders	$	42		$	158		$	271		$	480

(1)	For the nine months ended September 30, 2023, net investment (gains) losses were adjusted for the portion attributable to noncontrolling interests of $2 million.

(2)

Changes in fair value of market risk benefits and associated hedges were adjusted to exclude changes in reserves, attributed fees and benefit payments of $(2) million and $(5) million for the three months ended September 30, 2023 and 2022, respectively, and $(9) million and $(30) million for the nine months ended September 30, 2023 and 2022, respectively.

(3)

During the nine months ended September 30, 2023, we repurchased $11 million principal amount of Genworth Holdings’ senior notes due in June 2034 for a

pre-tax

gain of $1 million. During the three and nine months ended September 30, 2022, we paid a

pre-tax

make-whole premium of $2 million and wrote off $1 million of bond consent fees and deferred borrowing costs related to the early redemption of Genworth Holdings’ senior notes originally scheduled to mature in February 2024. Additionally, during the nine months ended September 30, 2022, we repurchased $130 million principal amount of Genworth Holdings’ senior notes due in February 2024 for a

pre-tax

loss of $4 million.

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(Unaudited)


	Three months ended September 30,						Nine months ended September 30,
(Amounts in millions)	2023			2022			2023			2022
Adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders:
Enact segment	$	134		$	156		$	423		$	458
Long-Term Care Insurance segment		(71	)		26			(91	)		116
Life and Annuities segment:
Life insurance		(25	)		(28	)		(69	)		(112	)
Fixed annuities		17			15			41			48
Variable annuities		5			7			23			13

Life and Annuities segment		(3	)		(6	)		(5	)		(51	)

Corporate and Other		(18	)		(18	)		(56	)		(43	)

Adjusted operating income available to Genworth Financial, Inc.’s common stockholders	$	42		$	158		$	271		$	480

Other than pension plan termination costs incurred in the third quarter of 2022 related to one of our defined benefit pension plans, there were no infrequent or unusual items excluded from adjusted operating income during the periods presented.

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


(Amounts in millions)	September 30, 2023		December 31, 2022
Assets:
Enact segment	$	6,000	$	5,712
Long-Term Care Insurance segment		42,927		44,156
Life and Annuities segment		35,111		37,975
Corporate and Other		1,428		1,871

Total assets	$	85,466	$	89,714

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

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

mortgage insurance subsidiaries, 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, including claims under the Employee Retirement Income Security Act of 1974, 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 September 2018, Genworth Life and Annuity Insurance Company (“GLAIC”), our indirect wholly-owned subsidiary, was named as a defendant in a putative class action lawsuit pending in the United States District Court for the Eastern District of Virginia captioned

TVPX ARX INC., as Securities Intermediary for Consolidated Wealth Management, LTD. on behalf of itself and all others similarly situated v. Genworth Life and Annuity Insurance Company

. Plaintiff alleges unlawful and excessive cost of insurance charges were imposed on policyholders. The complaint asserts claims for breach of contract, alleging that Genworth improperly considered

non-mortality

factors when calculating cost of insurance rates and failed to decrease cost of insurance charges in light of improved expectations of future mortality, and seeks unspecified compensatory damages, costs, and equitable relief. On October 29, 2018, we filed a motion to enjoin the case in the Middle District of Georgia, and a motion to dismiss and motion to stay in the Eastern District of Virginia. We moved to enjoin the prosecution of the Eastern District of Virginia action on the basis that it involves claims released in a prior nationwide class action settlement (the “McBride settlement”) that was approved by the Middle District of Georgia. Plaintiff filed an amended complaint on November 13, 2018. On December 6, 2018, we moved the Middle District of Georgia for leave to file our counterclaim, which alleges that plaintiff breached the covenant not to sue contained in the prior settlement agreement by filing its current action. On March 15, 2019, the Middle District of Georgia granted our motion to enjoin and denied our motion for leave to file our counterclaim. As such, plaintiff is enjoined from pursuing its class action in the Eastern District of Virginia. On March 29, 2019, plaintiff filed a notice of appeal in the Middle District of Georgia, notifying the Court of its appeal to the United States Court of Appeals for the Eleventh Circuit from the order granting our motion to enjoin. On March 29, 2019, we filed our notice of cross-appeal in the Middle District of Georgia, notifying the Court of our cross-appeal to the Eleventh Circuit from the portion of the order denying our motion for leave to file our counterclaim. On April 8, 2019, the Eastern District of Virginia dismissed the case without prejudice, with leave for plaintiff to refile an amended complaint only if a final appellate Court decision vacates the injunction and reverses the Middle District of Georgia’s opinion. On May 21, 2019, plaintiff filed its appeal and memorandum in support in the Eleventh Circuit. We filed our response to plaintiff’s appeal memorandum on July 3, 2019. The Eleventh Circuit Court of Appeals heard oral argument on plaintiff’s appeal and our cross-appeal on April 21, 2020. On May 26, 2020, the Eleventh Circuit Court of Appeals vacated the Middle District of Georgia’s order enjoining plaintiff’s class action and remanded the case back to the Middle District of Georgia for further factual development as to whether Genworth has altered how it calculates or charges cost of insurance since the McBride settlement. The Eleventh Circuit Court of Appeals did not reach a decision on Genworth’s counterclaim. On June 30, 2021, we filed in the Middle District of Georgia our renewed motion to enforce the class action settlement and release, and

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

renewed our motion for leave to file a counterclaim. The briefing on both motions concluded in October 2021. On March 24, 2022, the Court denied our motions. On April 11, 2022, we filed an appeal of the Court’s denial to the United States Court of Appeals for the Eleventh Circuit. On June 22, 2022, we filed our opening brief in support of the appeal. Plaintiff filed its respondent’s brief on September 20, 2022, and we filed our reply brief on November 10, 2022. The appeal was orally argued on August 17, 2023, and we are awaiting a decision from the Eleventh Circuit. We intend to continue to vigorously defend this action.

In September 2018, Genworth Financial, Genworth Holdings, Genworth North America Corporation, Genworth Financial International Holdings, LLC (“GFIH”) and Genworth Life Insurance Company (“GLIC”) were named as defendants in a putative class action lawsuit pending in the Court of Chancery of the State of Delaware captioned

Richard F. Burkhart, William E. Kelly, Richard S. Lavery, Thomas R. Pratt, Gerald Green, individually and on behalf of all other persons similarly situated v. Genworth et al

. Plaintiffs allege that GLIC paid dividends to its parent and engaged in certain reinsurance transactions causing it to maintain inadequate capital capable of meeting its obligations to GLIC policyholders and agents. The complaint alleges causes of action for intentional fraudulent transfer and constructive fraudulent transfer, and seeks injunctive relief. We moved to dismiss this action in December 2018. On January 29, 2019, plaintiffs exercised their right to amend their complaint. On March 12, 2019, we moved to dismiss plaintiffs’ amended complaint. On April 26, 2019, plaintiffs filed a memorandum in opposition to our motion to dismiss, which we replied to on June 14, 2019. On August 7, 2019, plaintiffs filed a motion seeking to prevent proceeds that GFIH expected to receive from the then planned sale of its shares in Genworth MI Canada Inc. (“Genworth Canada”) from being transferred out of GFIH. On September 11, 2019, plaintiffs filed a renewed motion seeking the same relief as their August 7, 2019 motion with an exception that allowed GFIH to transfer $450 million of expected proceeds from the sale of Genworth Canada through a dividend to Genworth Holdings to allow the

pay-off

of a senior secured term loan facility dated March 7, 2018 among Genworth Holdings as the borrower, GFIH as the limited guarantor and the lending parties thereto. Oral arguments on our motion to dismiss and plaintiffs’ motion occurred on October 21, 2019, and plaintiffs’ motion was denied. On January 31, 2020, the Court granted in part our motion to dismiss, dismissing claims relating to $395 million in dividends GLIC paid to its parent from 2012 to 2014 (out of the $410 million in total dividends subject to plaintiffs’ claims). The Court denied the balance of the motion to dismiss leaving a claim relating to $15 million in dividends and unquantified claims relating to the 2016 termination of a reinsurance transaction. On March 27, 2020, we filed our answer to plaintiffs’ amended complaint. On May 26, 2021, the plaintiffs filed a second amended and supplemental class action complaint adding additional factual allegations and three new causes of action. On July 26, 2021, we moved to dismiss the three new causes of action and answered the balance of the second amended and supplemental class action complaint. Plaintiffs filed an opposition to our motion to dismiss on September 30, 2021. The Court heard oral arguments on the motion on December 7, 2021 and ordered each party to file supplemental submissions, which were filed on January 28, 2022. On May 10, 2022, the Court granted our motion to dismiss the three new causes of action. On January 27, 2022, plaintiffs filed a motion for a preliminary injunction seeking to enjoin GFIH from transferring any assets to any affiliate, including paying any dividends to Genworth Holdings and to enjoin Genworth Holdings and Genworth Financial from transferring or distributing any value to Genworth Financial’s shareholders. On June 2, 2022, plaintiffs withdrew their motion for a preliminary injunction. We intend to continue to vigorously defend this action.

In January 2021, GLAIC was named as a defendant in a putative class action lawsuit pending in the United States District Court for the District of Oregon captioned

Patsy H. McMillan, individually and on behalf of all others similarly situated, v. Genworth Life and Annuity Insurance Company

. Plaintiff sought to represent life insurance policyholders, alleging that GLAIC impermissibly calculated cost of insurance rates to be higher than permitted by her policy. The complaint asserted claims for breach of contract, conversion, and declaratory and

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

injunctive relief, and sought damages in excess of $5 million. On February 10, 2023, the parties reached an agreement in principle to settle the action for an immaterial amount. On April 14, 2023, the action was dismissed on stipulation.

On August 11, 2021, GLIC and Genworth Life Insurance Company of New York received a request for

pre-suit

mediation related to a potential class action lawsuit that may have been brought by five long-term care insurance policyholders, who sought to represent a nationwide class alleging that the defendants made misleading and inadequate disclosures regarding premium increases for long-term care insurance policies. The draft complaint asserted claims for breach of contract, conversion, and declaratory and injunctive relief, and sought damages in excess of $5 million. Genworth participated in

pre-suit

mediation in November 2021 and January 2022. On January 15, 2022, the parties reached an agreement in principle to settle the dispute on a nationwide basis, subject to the negotiation and execution of a final settlement agreement, and Court approval thereof. On January 28, 2022, the complaint was filed in the United States District Court for the Eastern District of Virginia captioned

Fred Haney, Marsha Merrill, Sylvia Swanson, and Alan Wooten, individually, and on behalf of all others similarly situated v. Genworth Life Insurance Company and Genworth Life Insurance Company of New

York

. The parties executed a settlement agreement consistent with the agreement in principle signed on January 15, 2022. On May 2, 2022, the Court preliminarily approved the settlement. The final approval hearing commenced on November 17, 2022 and the Court entered judgment finally approving the settlement on February 15, 2023. Pursuant to its terms, the settlement became final on March 27, 2023. We began implementation of the settlement in the second quarter of 2023 and expect an overall net favorable economic impact to our long-term care insurance business from the settlement of this case.

On August 1, 2022, a putative class action was filed in the United States District Court for the Eastern District of Virginia by two former Genworth employees against Genworth Financial, its Board of Directors and the Fiduciary and Investments Committee of Genworth Financial’s Retirement and Savings Plan (“Savings Plan”). Plaintiffs purport to act on behalf of the Savings Plan and all similarly simulated participants and beneficiaries of the Savings Plan. The complaint asserts that the defendants breached their fiduciary duties under the Employee Retirement Income Security Act of 1974 by imprudently offering and inadequately monitoring a suite of BlackRock Target Date Funds as a retirement investment option for Genworth employees. Plaintiffs seek declaratory and injunctive relief, monetary damages, and attorney’s fees. By stipulation entered September 6, 2022, the complaint was dismissed, without prejudice, against the Board of Directors and the Fiduciary and Investments Committee of Genworth Financial’s Savings Plan. On October 17, 2022, we moved to dismiss the complaint against the sole remaining defendant, Genworth Financial. Plaintiffs filed opposition papers on November 10, 2022, and we filed our reply papers on November 16, 2022. By order dated January 20, 2023, the Court granted plaintiffs’ motion to serve an amended complaint, rendering our initial motion to dismiss moot. On January 20, 2023, plaintiffs filed an amended complaint, and on February 2, 2023, we filed a motion to dismiss the amended complaint. On March 16, 2023, the Court directed plaintiffs to file a second amended complaint and denied as moot our motion to dismiss the amended complaint. Plaintiffs filed the second amended complaint on April 17, 2023. On May 15, 2023, we answered and moved to dismiss the second amended complaint. On September 13, 2023, the Court granted in part and denied in part our motion to dismiss the second amended complaint. Discovery is now ongoing, and trial is scheduled for May 20, 2024. We intend to continue to vigorously defend this action.

On December 16, 2022, Blue Cross Blue Shield of Nebraska (“BCBSNE”) served an arbitration demand on GLIC in relation to BCBSNE’s stated intent to recapture a block of long-term care insurance policies for which the risk was partly ceded to GLIC. In its arbitration demand, BCBSNE alleges that GLIC breached the governing reinsurance agreement by refusing to agree to transfer assets equal to the fair value of the liabilities being recaptured. BCBSNE asserts it has satisfied all of its obligations under the reinsurance agreement and is seeking

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

to recapture the ceded block of reinsurance. BCBSNE seeks damages equal to the fair value of the recaptured liabilities, plus interest and other damages, including attorneys’ fees and costs. The arbitration panel has been appointed and an organizational meeting was held on August 30, 2023. The trial is scheduled for September and October of 2024. We intend to vigorously defend this arbitration proceeding.

Starting in June 2023, various Genworth entities (including Genworth Financial, GLIC and GLAIC) have been named as defendants in certain of ten putative class action lawsuits in the United States District Courts for the Eastern District of Virginia and the District of Massachusetts. These cases are captioned as follows:

King v. Genworth Financial, Inc

Anastasio v. Genworth Financial, Inc. et al

;

Hauser v. Genworth Life Insurance Company

;

Smith v. Genworth Financial, Inc.

;

Behrens v. Genworth Life Insurance Company

;

Hale et al v. Genworth Financial, Inc.

;

Burkett, Jr. v. Genworth Life and Annuity Insurance Company

;

Manar v. Genworth Financial, Inc.

;

Kennedy v. Genworth Financial, Inc.

; and

Bailey v. Genworth Financial, Inc

. The actions relate to the data security events involving the MOVEit file transfer system (“MOVEit Cybersecurity Incident”), which PBI Research Services (“PBI”), a third-party vendor, uses in the performance of its services. Our life insurance companies use PBI to, among other things, satisfy applicable regulatory obligations to search various databases to identify the deaths of insured persons under life insurance policies, and to identify the deaths of long-term care insurance and annuity policies which can impact premium payment obligations and benefit eligibility. Plaintiffs seek to represent various classes and subclasses of Genworth long-term care insurance policyholders and agents whose data was accessed or potentially accessed by the MOVEit Cybersecurity Incident, alleging that Genworth breached its purported duty to safeguard their sensitive data from cybercriminals. The complaints assert claims for, inter alia, negligence, negligence per se, breach of contract, unjust enrichment, and violations of various consumer protection and privacy statutes, and they seek, inter alia, declaratory and injunctive relief, compensatory and punitive damages, restitution, attorneys’ fees and costs. On October 4, 2023, the Joint Panel on Multidistrict Litigation issued an order consolidating all actions relating to the MOVEit Cybersecurity Incident before a single federal judge in the United States District Court for the District of Massachusetts. We intend to vigorously defend these actions.

On October 20, 2023, GLIC was named as the defendant in a putative class action lawsuit in the United States District Court for the Eastern District of Virginia captioned

Martin Silverstein, on behalf of himself and all others similarly situated v. Genworth Life Insurance Company

. The complaint alleges that GLIC subjected universal life insurance policyholders to impermissible increases in cost of insurance charges, thereby breaching the underlying contracts. The complaint seeks, among other things, monetary damages and reinstatement of any lapsed policies. We intend to vigorously defend this action.

At this time, 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. In addition, we 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.

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(b) Commitments

As of September 30, 2023, we were committed to fund $1,408 million in limited partnership investments, $136 million of bank loan investments, $12 million in private placement investments and $9 million of commercial mortgage loan investments.

(20) Changes in Accumulated Other Comprehensive Income (Loss)

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)			Derivatives qualifying as hedges (1)			Change in the discount rate used to measure future policy benefits			Change in instrument- specific credit risk of market risk benefits			Foreign currency translation and other adjustments			Total
Balances as of July 1, 2023	$	(3,056	)	$	1,154		$	(964	)	$	(9	)	$	14		$	(2,861	)
OCI before reclassifications		(1,741	)		(390	)		2,790			3			(5	)		657
Amounts reclassified from OCI		9			(37	)		—			—			2			(26	)

Current period OCI		(1,732	)		(427	)		2,790			3			(3	)		631
Balances as of September 30, 2023 before noncontrolling interests		(4,788	)		727			1,826			(6	)		11			(2,230	)

Less: change in OCI attributable to noncontrolling interests		(10	)		—			—			—			—			(10	)

Balances as of September 30, 2023	$	(4,778	)	$	727		$	1,826		$	(6	)	$	11		$	(2,220	)

(1)	See note 6 for additional information.


(Amounts in millions)	Net unrealized investment gains (losses)			Derivatives qualifying as hedges (1)			Change in the discount rate used to measure future policy benefits			Change in instrument- specific credit risk of market risk benefits			Foreign currency translation and other adjustments			Total
Balances as of July 1, 2022	$	(1,518	)	$	1,445		$	(3,167	)	$	(12	)	$	(36	)	$	(3,288	)
OCI before reclassifications		(2,538	)		(98	)		3,282			1			—			647
Amounts reclassified from OCI		21			(37	)		—			—			—			(16	)

Current period OCI		(2,517	)		(135	)		3,282			1			—			631
Balances as of September 30, 2022 before noncontrolling interests		(4,035	)		1,310			115			(11	)		(36	)		(2,657	)

Less: change in OCI attributable to noncontrolling interests		(25	)		—			—			—			—			(25	)

Balances as of September 30, 2022	$	(4,010	)	$	1,310		$	115		$	(11	)	$	(36	)	$	(2,632	)

(1)	See note 6 for additional information.

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


(Amounts in millions)	Net unrealized investment gains (losses)			Derivatives qualifying as hedges (1)			Change in the discount rate used to measure future policy benefits			Change in instrument- specific credit risk of market risk benefits			Foreign currency translation and other adjustments		Total
Balances as of January 1, 2023	$	(3,407	)	$	1,200		$	(403	)	$	(10	)	$	6	$	(2,614	)
OCI before reclassifications		(1,419	)		(359	)		2,229			4			3		458
Amounts reclassified from OCI		45			(114	)		—			—			2		(67	)

Current period OCI		(1,374	)		(473	)		2,229			4			5		391
Balances as of September 30, 2023 before noncontrolling interests		(4,781	)		727			1,826			(6	)		11		(2,223	)

Less: change in OCI attributable to noncontrolling interests		(3	)		—			—			—			—		(3	)

Balances as of September 30, 2023	$	(4,778	)	$	727		$	1,826		$	(6	)	$	11	$	(2,220	)

(1)	See note 6 for additional information.


(Amounts in millions)	Net unrealized investment gains (losses)			Derivatives qualifying as hedges (1)			Change in the discount rate used to measure future policy benefits			Change in instrument- specific credit risk of market risk benefits			Foreign currency translation and other adjustments			Total
Balances as of January 1, 2022	$	6,077		$	2,025		$	(13,918	)	$	(15	)	$	(24	)	$	(5,855	)
OCI before reclassifications		(10,212	)		(604	)		14,033			4			(12	)		3,209
Amounts reclassified from OCI		31			(111	)		—			—			—			(80	)

Current period OCI		(10,181	)		(715	)		14,033			4			(12	)		3,129
Balances as of September 30, 2022 before noncontrolling interests		(4,104	)		1,310			115			(11	)		(36	)		(2,726	)

Less: change in OCI attributable to noncontrolling interests		(94	)		—			—			—			—			(94	)

Balances as of September 30, 2022	$	(4,010	)	$	1,310		$	115		$	(11	)	$	(36	)	$	(2,632	)

(1)	See note 6 for additional information.

As of September 30, 2023 and 2022, the balances of the change in the discount rate used to measure future policy benefits were net of taxes of $(496) million and $(31) million, respectively, and the balances of the change in instrument-specific credit risk of MRBs were net of taxes of $2 million and $3 million, respectively. The foreign currency translation and other adjustments balances in the charts above included $34 million and $2 million, respectively, net of taxes of $(9) million and $(1) million, respectively, related to a net unrecognized postretirement benefit obligation as of September 30, 2023 and 2022. The balance also included taxes of $2 million and $4 million, respectively, related to foreign currency translation adjustments as of September 30, 2023 and 2022.

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GENWORTH FINANCIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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


	Amount reclassified from accumulated other comprehensive income (loss)												Affected line item in the condensed consolidated statements of income
	Three months ended September 30,						Nine months ended September 30,
(Amounts in millions)	2023			2022			2023			2022
Net unrealized investment (gains) losses:
Unrealized (gains) losses on investments	$	11		$	27		$	57		$	39		Net investment (gains) losses
Income taxes		(2	)		(6	)		(12	)		(8	)	Provision for income taxes

Total	$	9		$	21		$	45		$	31

Derivatives qualifying as hedges:
Interest rate swaps hedging assets	$	(56	)	$	(55	)	$	(165	)	$	(167	)	Net investment income
Interest rate swaps hedging assets		—			(3	)		(8	)		(5	)	Net investment (gains) losses
Interest rate swaps hedging liabilities		1			—			2			2		Interest expense
Interest rate swaps hedging liabilities		—			—			(1	)		—		Net investment (gains) losses
Foreign currency swaps		—			—			—			(1	)	Net investment income
Foreign currency swaps		—			—			(2	)		—		Net investment (gains) losses
Income taxes		18			21			60			60		Provision for income taxes

Total	$	(37	)	$	(37	)	$	(114	)	$	(111	)

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Item 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 2022 Annual Report on Form

10-K.

Unless the context otherwise requires, references to “Genworth,” the “Company,” “we” or “our” herein are to Genworth Financial, Inc. on a consolidated basis. References to “Genworth Financial” refer solely to Genworth Financial, Inc., and not to any of its consolidated subsidiaries.

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 potential dividends or share repurchases; future return of capital by Enact Holdings, Inc. (“Enact Holdings”), including share repurchases, and quarterly and special dividends; the cumulative amount of rate action benefits required for our long-term care insurance business to achieve economic break-even status; future financial performance and condition of our businesses; liquidity and future strategic investments, including new senior care services and products; future business and financial performance of CareScout LLC (“CareScout”); as well as statements we make regarding the potential of a recession.

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, inflation, business, competitive, market, regulatory and other factors and risks, including but not limited to, the following:

•

our inability to successfully execute our strategic plans;

•

our failure to achieve economic break-even on or stabilize our legacy long-term care insurance

in-force

block, including as a result of the inability to achieve desired levels of

in-force

rate actions and/or the timing of our future premium rate increases and associated benefit reductions taking longer to achieve than originally assumed; other regulatory actions negatively impacting our life insurance businesses and/or the inability to establish new long-term care insurance business;

•

inaccuracies or changes in estimates, assumptions, methodologies, valuations, projections and/or models, which result in inadequate reserves or other adverse results (including as a result of any changes in connection with quarterly, annual or other reviews, including reviews we expect to complete and carry out in the fourth quarter of 2023);

•

the impact on holding company liquidity caused by an inability to receive dividends or any other returns of capital from Enact Holdings, and limited sources of capital and financing;

•

adverse changes to the structure, or requirements of Federal National Mortgage Association (“Fannie Mae”), Federal Home Loan Mortgage Corporation (“Freddie Mac”) or the U.S. mortgage insurance market; an increase in the number of loans insured through federal government mortgage insurance programs, including those offered by the Federal Housing Administration (“FHA”); the inability of Enact Holdings and/or its U.S. mortgage insurance subsidiaries to continue to meet the requirements mandated by the private mortgage insurer eligibility requirements (“PMIERs”) (or any adverse changes thereto), inability to meet minimum statutory capital requirements of applicable regulators or the mortgage insurer eligibility requirements of Fannie Mae or Freddie Mac;

•

changes in economic, market and political conditions including as a result of high inflation, labor shortages, displacements related to the coronavirus pandemic

(“COVID-19”)

and elevated interest

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rates, including actions taken by the U.S. Federal Reserve to increase interest rates to combat inflation and slow economic growth, which could heighten the risk of a future recession; unanticipated financial events such as closures and disruptions experienced by the banking sector, which could lead to market-wide liquidity problems and other significant market disruption resulting in losses, defaults or credit rating downgrades of other financial institutions; deterioration in economic conditions, a recession or a decline in home prices, all of which could be driven by many potential factors, including inflation, may adversely affect Enact Holdings’ loss experience and/or business levels; political and economic instability or changes in government policies, and fluctuations in international securities markets;

•

rating downgrades or potential downgrades in liquidity, financial strength and credit ratings; counterparty credit risks; defaults by counterparties to reinsurance arrangements or derivative instruments; defaults or other events impacting the value of invested assets;

•

changes in tax rates or tax laws, or changes in accounting and reporting standards (including new accounting guidance we adopted on January 1, 2023 related to long-duration insurance contracts);

•

litigation and regulatory investigations or other actions, including commercial and contractual disputes with counterparties;

•

our inability to achieve anticipated business performance and financial results from CareScout and its senior care growth initiatives through

fee-based

services, advice, consulting and other products and services;

•

the inability to retain, attract and motivate qualified employees or senior management;

•

the occurrence of natural or

man-made

disasters, including geopolitical tensions and war (including the Russian invasion of Ukraine and the Hamas attack on Israel and ensuing response), a public health emergency, including pandemics, or climate change;

•

the inability to effectively manage information technology systems, cyber incidents or other failures, disruptions or security breaches to us or our third-party vendors such as the MOVEit cybersecurity incident described herein (the “MOVEit Cybersecurity Incident”); and

•

other factors described in the risk factors contained in Item 1A of our Annual Report on Form

10-K,

filed with the U.S. Securities and Exchange Commission (“SEC”) on February 28, 2023.

We provide additional information regarding these risks and uncertainties in our Annual Report on Form

10-K.

Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Accordingly, for the foregoing reasons, we caution you against relying on any forward-looking statements. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required under applicable securities laws.

Overview

Genworth Financial, through its principal insurance subsidiaries, offers mortgage and long-term care insurance products. Genworth Financial is the parent company of Enact Holdings, a leading provider of private mortgage insurance in the United States through its mortgage insurance subsidiaries. Genworth Financial’s principal U.S. life insurance subsidiaries offer long-term care insurance and also manage

in-force

blocks of life insurance and annuity products. We report our business results through three operating segments: Enact; Long-Term Care Insurance; and Life and Annuities. The products in the Life and Annuities segment include traditional and

non-traditional

life insurance (term, universal and term universal life insurance as well as corporate-owned life insurance and funding agreements), fixed annuities and variable annuities (which include variable life insurance), none of which are actively marketed or sold.

In addition to our three operating segments, we also have Corporate and Other, which includes debt financing expenses that are incurred at the Genworth Holdings, Inc. (“Genworth Holdings”) level, unallocated

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corporate income and expenses, eliminations of inter-segment transactions and the results of other businesses that are reported outside of our operating segments, such as certain international businesses and discontinued operations. Corporate and Other also includes

start-up

results related to

fee-based

services, care support and advice, clinical assessments and consulting offered by CareScout to advance our senior care growth initiatives.

Enact Holdings is a public company traded on the Nasdaq Global Select Market exchange under the ticker symbol “ACT.” Genworth Financial maintains control of Enact Holdings through an indirect majority voting interest and accordingly, Enact Holdings remains a consolidated subsidiary of Genworth Financial. Our Enact segment predominantly includes Enact Holdings and its mortgage insurance subsidiaries. There are minor financial reporting differences between our Enact segment and the standalone financial results of Enact Holdings, which are separately disclosed with the SEC. Notwithstanding these differences, we commonly make references to “Enact,” our “Enact segment” and our “U.S. mortgage insurance subsidiaries” throughout this Quarterly Report on Form

10-Q,

which generally can be viewed as references to Enact Holdings and its mortgage insurance subsidiaries, unless the context otherwise requires.

Strategic Update

Genworth has advanced its strategy to drive shareholder value over the past several years, culminating in several major achievements in 2022 and through the third quarter of 2023. We reduced Genworth Holdings’ debt to less than $1.0 billion, enhanced the value of Enact, received multiple upgrades from rating agencies, continued to make progress on our multi-year long-term care insurance

in-force

rate action plan and began returning capital to shareholders for the first time in over 13 years. In addition, the government-sponsored enterprises (“GSEs”) lifted the restrictions that had been imposed on Enact effective March 1, 2023. This was an important milestone as Enact is no longer subject to more stringent capital requirements as compared to its peers, putting it on a more level playing field with its competitors. Building on this progress and the transformative improvement in Genworth’s financial position over the past few years, we have refocused our priorities to three areas:

•

further strengthen our legacy long-term care insurance financial and operational capabilities to address customer needs;

•

allocate capital from Enact to drive Genworth Financial’s long-term shareholder value; and

•

leverage our unparalleled long-term care expertise to develop innovative aging care services and solutions.

Our long-term care insurance business continued to make progress on its multi-year long-term care insurance

in-force

rate action plan, receiving approvals of approximately $227 million of incremental annual premiums for the nine months ended September 30, 2023. In aggregate, we estimate that the cumulative economic benefit of approved rate actions in our long-term care insurance multi-year

in-force

rate action plan through the third quarter of 2023 was approximately $25 billion, on a net present value basis, of the total currently estimated amount required of approximately $30.3 billion. We continue to work closely with the National Association of Insurance Commissioners (“NAIC”) and state regulators to demonstrate the broad-based need for actuarially justified rate increases and associated benefit reductions in order to pay future claims.

Enact continues to be a significant driver of value for Genworth. As the majority shareholder, Genworth Holdings received $26 million of capital returns from Enact Holdings during the third quarter of 2023. In addition, on August 1, 2023, Enact Holdings announced the authorization of a new share repurchase program under which Enact Holdings may repurchase up to an additional $100 million of its common stock. Genworth Holdings has agreed to participate in order to maintain its overall ownership at its current level. Capital returns from Enact have enabled us to achieve key milestones to date and will continue to benefit our shareholders by funding our strategic initiatives, including share repurchases.

Cumulative to date, Genworth Financial has repurchased approximately $334 million of its common shares under its share repurchase program that began in May 2022, including $80 million during the third quarter of

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2023 and another $10 million in October 2023. On July 31, 2023, Genworth Financial’s Board of Directors authorized an additional $350 million of share repurchases under the existing share repurchase program. Including this additional authorization, the remaining authorized amount under the program as of October 31, 2023 was approximately $366 million. The timing and number of future shares repurchased under the program will depend on a variety of factors, including Genworth Financial’s stock price and trading volume, and general business and market conditions, among other factors.

In terms of our longer-term priorities, we are focused on advancing Genworth’s senior care growth initiatives, including through

fee-based

services, advice, consulting and other products and services offered by CareScout, an indirect subsidiary of Genworth Financial. We see meaningful opportunities to provide these services to address the needs of elderly Americans, as well as their caregivers and families. We launched the initial phase of our CareScout services business in March 2023. This business includes a digital platform, where we hope to curate a broad marketplace that matches consumers’ long-term care needs with a network of quality providers that we are building as part of the initial phase of the CareScout services launch. In addition to the digital platform and quality network offerings to consumers, employers and long-term care insurers, the discounts available through the network are expected to have the potential to further mitigate risk in our legacy long-term care insurance block by reducing claims costs. Our CareScout services business is currently focused on home care providers as the majority of our initial long-term care insurance claims begin with care in the home. While the initial focus for the quality network is with Genworth’s long-term care insurance policyholders in one state, we believe we can accelerate our efforts to build a national quality network of care providers, which we expect could allow a high-quality experience and discounted fees for more existing Genworth policyholders and broaden the scope of our CareScout services business to new consumer markets. As we expand the business, there may be other potential future growth opportunities, namely options that assist in funding long-term care needs and expanding CareScout’s products and services to international markets.

In October 2023, Genworth Holdings completed a bondholder consent solicitation that amended the Replacement Capital Covenant entered into for the benefit of the holders of its senior notes due in 2034 (“2034 Notes”) that limited its ability to repurchase its floating rate junior subordinated notes due in 2066 (“2066 Notes”). The amendment permits certain repayments, redemptions or repurchases of Genworth Holdings’ 2066 Notes. This transaction provides more flexibility in our capital management program as it gives us more optionality to make opportunistic debt repurchases while prioritizing growth investments and share repurchases. Genworth will strive to maintain a disciplined approach in its capital allocation strategy, balancing investments in growth initiatives with returning value to shareholders.

Financial Strength and Credit Ratings

On August 1, 2023, A.M. Best Company, Inc. assigned an initial public financial strength rating of

“A-”

to Enact Mortgage Insurance Corporation (“EMICO”), Enact Holdings’ principal U.S. mortgage insurance subsidiary, with an outlook of stable.

On April 25, 2023, Fitch Ratings, Inc. upgraded the financial strength rating of EMICO to

“A-”

from “BBB+” with an outlook of stable.

On March 1, 2023, Moody’s Investors Service, Inc. upgraded the credit rating of Genworth Holdings to “Ba1” from “Ba2” and upgraded the financial strength rating of EMICO to “A3” from “Baa1.” The outlooks for the ratings are stable.

On February 16, 2023, S&P Global Ratings upgraded the credit rating of Genworth Financial and Genworth Holdings to

“BB-”

from “B+” with an outlook of stable and upgraded the financial strength rating of EMICO to “BBB+” from “BBB.”

There were no other changes in the financial strength ratings of our insurance subsidiaries or the credit ratings of Genworth Financial and Genworth Holdings subsequent to February 28, 2023, the date we filed our

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2022 Annual Report on Form

10-K.

For additional information regarding the financial strength ratings of Genworth Financial’s insurance subsidiaries and the credit ratings of Genworth Financial and Genworth Holdings, including their importance to our business, see “Item 1—Ratings” in our 2022 Annual Report on Form

10-K.

Our Financial Information

The financial information in this Quarterly Report on Form

10-Q

has been derived from our unaudited condensed consolidated financial statements.

Revenues and expenses

Our revenues consist primarily of the following:

•

Premiums.

Premiums consist primarily of premiums earned on insurance products for mortgage, long-term care and term life insurance.

•

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 of our investments, credit losses, unrealized and realized gains and losses from our equity securities, limited partnership investments 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, fee revenue from contract underwriting services and other fees.

Our expenses consist primarily of the following:

•

Benefits and other changes in policy reserves.

Benefits and other changes in policy reserves consist primarily of benefits paid and reserve activity related to current claims and future policy benefits on insurance and investment products for long-term care insurance, life insurance, accident and health insurance, structured settlements and single premium immediate annuities with life contingencies, and claim costs incurred related to mortgage insurance products. Benefits and other changes in policy reserves exclude the impact of liability remeasurement (gains) losses, which is separately presented as discussed below.

•

Liability remeasurement (gains) losses.

Liability remeasurement (gains) losses represent changes to the net premium ratio for actual versus expected experience and updates to cash flow assumptions used to measure long-duration and limited-payment insurance contracts.

•

Changes in fair value of market risk benefits and associated hedges.

Changes in fair value of market risk benefits and associated hedges consist of fair value changes of market risk benefits (other than changes attributable to instrument-specific credit risk), net of changes in the fair value of

non-qualified

derivative instruments associated with our market risk benefits.

•

Interest credited.

Interest credited represents interest credited on behalf of policyholder and contractholder general account balances.

•

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

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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. We allocate corporate expenses to each of our operating segments using various methodologies.

•

Amortization of deferred acquisition costs and intangibles.

Amortization of deferred acquisition costs (“DAC”) and intangibles consists primarily of the amortization of acquisition costs that are capitalized, present value of future profits and capitalized software.

•

Interest expense.

Interest expense represents interest related to our borrowings that are incurred at Genworth Holdings or Enact Holdings, and certain reinsurance arrangements being accounted for as deposits.

•

Provision (benefit) for income taxes.

We tax our businesses at the U.S. corporate federal income tax rate of 21%. Each segment is then adjusted to reflect the unique tax attributes of that segment, such as permanent differences between U.S. generally accepted accounting principles (“U.S. GAAP”) and tax law. 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.

The effective tax rates disclosed herein are calculated using whole numbers. As a result, the percentages shown may differ from an effective tax rate calculated using rounded numbers. 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. For a discussion of the effective tax rates used to record the provision for income taxes for our three operating segments and Corporate and Other for the three and nine months ended September 30, 2023 and 2022, see note 17 in our unaudited condensed consolidated financial statements under “Item 1—Financial Statements.”

•

Net income from continuing operations attributable to noncontrolling interests.

Net income from continuing operations attributable to noncontrolling interests represents the portion of income from continuing operations in a subsidiary attributable to third parties.

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Consolidated Results of Operations

Three Months Ended September 30, 2023 Compared to Three Months Ended September 30, 2022

The following table sets forth the consolidated results of operations for the periods indicated:


	Three months ended September 30,						Increase (decrease) and percentage change
(Amounts in millions)	2023			2022			2023 vs. 2022
Revenues:
Premiums	$	915		$	929		$	(14	)	(2	)%
Net investment income		801			808			(7	)	(1	)%
Net investment gains (losses)		(43	)		(58	)		15		26	%
Policy fees and other income		158			169			(11	)	(7	)%

Total revenues		1,831			1,848			(17	)	(1	)%

Benefits and expenses:
Benefits and other changes in policy reserves		1,199			1,159			40		3	%
Liability remeasurement (gains) losses		116			17			99		NM	(1)
Changes in fair value of market risk benefits and associated hedges		(24	)		(27	)		3		11	%
Interest credited		127			128			(1	)	(1	)%
Acquisition and operating expenses, net of deferrals		228			245			(17	)	(7	)%
Amortization of deferred acquisition costs and intangibles		65			80			(15	)	(19	)%
Interest expense		30			26			4		15	%

Total benefits and expenses		1,741			1,628			113		7	%

Income from continuing operations before income taxes		90			220			(130	)	(59	)%
Provision for income taxes		30			54			(24	)	(44	)%

Income from continuing operations		60			166			(106	)	(64	)%
Income from discontinued operations, net of taxes		—			5			(5	)	(100	)%

Net income		60			171			(111	)	(65	)%
Less: net income from continuing operations attributable to noncontrolling interests		31			35			(4	)	(11	)%
Less: net income from discontinued operations attributable to noncontrolling interests		—			—			—		—	%

Net income available to Genworth Financial, Inc.’s common stockholders	$	29		$	136		$	(107	)	(79	)%

Net income available to Genworth Financial, Inc.’s common stockholders:
Income from continuing operations available to Genworth Financial, Inc.’s common stockholders	$	29		$	131		$	(102	)	(78	)%
Income from discontinued operations available to Genworth Financial, Inc.’s common stockholders		—			5			(5	)	(100	)%

Net income available to Genworth Financial, Inc.’s common stockholders	$	29		$	136		$	(107	)	(79	)%

(1)	We define “NM” as not meaningful for increases or decreases greater than 200%.

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Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022

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)	2023			2022			2023 vs. 2022
Revenues:
Premiums	$	2,732		$	2,762		$	(30	)	(1	)%
Net investment income		2,373			2,359			14		1	%
Net investment gains (losses)		(15	)		3			(18	)	NM	(1)
Policy fees and other income		487			504			(17	)	(3	)%

Total revenues		5,577			5,628			(51	)	(1	)%

Benefits and expenses:
Benefits and other changes in policy reserves		3,550			3,094			456		15	%
Liability remeasurement (gains) losses		171			(23	)		194		NM	(1)
Changes in fair value of market risk benefits and associated hedges		(26	)		(48	)		22		46	%
Interest credited		379			379			—		—	%
Acquisition and operating expenses, net of deferrals		694			1,060			(366	)	(35	)%
Amortization of deferred acquisition costs and intangibles		201			252			(51	)	(20	)%
Interest expense		88			78			10		13	%

Total benefits and expenses		5,057			4,792			265		6	%

Income from continuing operations before income taxes		520			836			(316	)	(38	)%
Provision for income taxes		140			200			(60	)	(30	)%

Income from continuing operations		380			636			(256	)	(40	)%
Income from discontinued operations, net of taxes		2			2			—		—	%

Net income		382			638			(256	)	(40	)%
Less: net income from continuing operations attributable to noncontrolling interests		94			103			(9	)	(9	)%
Less: net income from discontinued operations attributable to noncontrolling interests		—			—			—		—	%

Net income available to Genworth Financial, Inc.’s common stockholders	$	288		$	535		$	(247	)	(46	)%

Net income available to Genworth Financial, Inc.’s common stockholders:
Income from continuing operations available to Genworth Financial, Inc.’s common stockholders	$	286		$	533		$	(247	)	(46	)%
Income from discontinued operations available to Genworth Financial, Inc.’s common stockholders		2			2			—		—	%

Net income available to Genworth Financial, Inc.’s common stockholders	$	288		$	535		$	(247	)	(46	)%

(1)	We define “NM” as not meaningful for increases or decreases greater than 200%.

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Unless otherwise stated, all references to net income (loss), net income (loss) per share, adjusted operating income (loss) and adjusted operating income (loss) per share found in “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read as net income (loss) available to Genworth Financial, Inc.’s common stockholders, net income (loss) available to Genworth Financial, Inc.’s common stockholders per share, 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, respectively.

Use of

non-

GAAP measures

Reconciliation of net income (loss) to adjusted operating income (loss)

We use

non-GAAP

financial measures entitled “adjusted operating income (loss)” and “adjusted operating income (loss) per share.” Adjusted operating income (loss) per share is derived from adjusted operating income (loss). Our President and Chief Executive Officer (Principal Executive Officer), who serves as our chief operating decision maker, evaluates segment performance and allocates resources on the basis of adjusted operating income (loss). We define adjusted operating income (loss) as income (loss) from continuing operations excluding the

after-tax

non-operating

items from adjusted operating income (loss) because, in our opinion, they are not indicative of overall operating performance.

While some of these items may be significant components of net income (loss) in accordance with U.S. GAAP, we believe that adjusted operating income (loss), and measures that are derived from or incorporate adjusted operating income (loss), including adjusted operating income (loss) 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) 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) have occurred in the past and could, and in some cases will, recur in the future. Adjusted operating income (loss) and adjusted operating income (loss) per share on a basic and diluted basis are not substitutes for net income (loss) or net income (loss) per share on a basic and diluted basis determined in accordance with U.S. GAAP. In addition, our definition of adjusted operating income (loss) may differ from the definitions used by other companies.

Adjustments to reconcile net income (loss) to adjusted operating income (loss) assume a 21% tax rate and are net of the portion attributable to noncontrolling interests. Changes in fair value of market risk benefits and associated hedges are adjusted to exclude changes in reserves, attributed fees and benefit payments.

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The following table presents a reconciliation of net income to adjusted operating income for the periods indicated:


	Three months ended September 30,						Nine months ended September 30,
(Amounts in millions)	2023			2022			2023			2022
Net income available to Genworth Financial, Inc.’s common stockholders	$	29		$	136		$	288		$	535
Add: net income from continuing operations attributable to noncontrolling interests		31			35			94			103
Add: net income from discontinued operations attributable to noncontrolling interests		—			—			—			—

Net income		60			171			382			638
Less: income from discontinued operations, net of taxes		—			5			2			2

Income from continuing operations		60			166			380			636
Less: net income from continuing operations attributable to noncontrolling interests		31			35			94			103

Income from continuing operations available to Genworth Financial, Inc.’s common stockholders		29			131			286			533
Adjustments to income from continuing operations available to Genworth Financial, Inc.’s common stockholders:
Net investment (gains) losses, net (1)		43			58			13			(3	)
Changes in fair value of market risk benefits attributable to interest rates, equity markets and associated hedges (2)		(26	)		(32	)		(35	)		(78	)
(Gains) losses on early extinguishment of debt (3)		—			3			(1	)		7
Expenses related to restructuring		—			—			4			1
Pension plan termination costs		—			6			—			6
Taxes on adjustments		(4	)		(8	)		4			14

Adjusted operating income available to Genworth Financial, Inc.’s common stockholders	$	42		$	158		$	271		$	480

(1)	For the nine months ended September 30, 2023, net investment (gains) losses were adjusted for the portion attributable to noncontrolling interests of $2 million.

(2)

(3)

During the nine months ended September 30, 2023, we repurchased $11 million principal amount of Genworth Holdings’ 2034 Notes for a

pre-tax

gain of $1 million. During the three and nine months ended September 30, 2022, we paid a

pre-tax

make-whole premium of $2 million and wrote off $1 million of bond consent fees and deferred borrowing costs related to the early redemption of Genworth Holdings’ senior notes originally scheduled to mature in 2024 (“2024 Notes”). Additionally, during the nine months ended September 30, 2022, we repurchased $130 million principal amount of Genworth Holdings’ 2024 Notes for a

pre-tax

loss of $4 million.

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Earnings per share

The following table provides basic and diluted earnings per common share for the periods indicated:


	Three months ended September 30,				Increase (decrease) and percentage change					Nine months ended September 30,				Increase (decrease) and percentage change
(Amounts in millions, except per share amounts)	2023		2022		2023 vs. 2022					2023		2022		2023 vs. 2022
Income from continuing operations available to Genworth Financial, Inc.’s common stockholders per share:
Basic	$	0.06	$	0.26	$	(0.20	)	(77	)%	$	0.60	$	1.05	$	(0.45	)	(43	)%

Diluted	$	0.06	$	0.26	$	(0.20	)	(77	)%	$	0.59	$	1.04	$	(0.45	)	(43	)%

Net income available to Genworth Financial, Inc.’s common stockholders per share:
Basic	$	0.06	$	0.27	$	(0.21	)	(78	)%	$	0.61	$	1.05	$	(0.44	)	(42	)%

Diluted	$	0.06	$	0.27	$	(0.21	)	(78	)%	$	0.60	$	1.04	$	(0.44	)	(42	)%

Adjusted operating income available to Genworth Financial, Inc.’s common stockholders per share:
Basic	$	0.09	$	0.31	$	(0.22	)	(71	)%	$	0.57	$	0.95	$	(0.38	)	(40	)%

Diluted	$	0.09	$	0.31	$	(0.22	)	(71	)%	$	0.56	$	0.93	$	(0.37	)	(40	)%

Weighted-average common shares outstanding:
Basic		460.5		503.8							475.3		507.0

Diluted		466.0		509.3							481.4		513.6

Diluted weighted-average common shares outstanding reflect the effects of potentially dilutive securities including stock options, restricted stock units and other equity-based awards.

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The following table presents a summary of adjusted operating income (loss) for our segments and Corporate and Other for the periods indicated:


	Three months ended September 30,						Increase (decrease) and percentage change					Nine months ended September 30,						Increase (decrease) and percentage change
(Amounts in millions)	2023			2022			2023 vs. 2022					2023			2022			2023 vs. 2022
Adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders:
Enact segment	$	134		$	156		$	(22	)	(14	)%	$	423		$	458		$	(35	)	(8	)%
Long-Term Care Insurance segment		(71	)		26			(97	)	NM	(1)		(91	)		116			(207	)	(178	)%
Life and Annuities segment:
Life insurance		(25	)		(28	)		3		11	%		(69	)		(112	)		43		38	%
Fixed annuities		17			15			2		13	%		41			48			(7	)	(15	)%
Variable annuities		5			7			(2	)	(29	)%		23			13			10		77	%

Life and Annuities segment		(3	)		(6	)		3		50	%		(5	)		(51	)		46		90	%

Corporate and Other		(18	)		(18	)		—		—	%		(56	)		(43	)		(13	)	(30	)%

Adjusted operating income available to Genworth Financial, Inc.’s common stockholders	$	42		$	158		$	(116	)	(73	)%	$	271		$	480		$	(209	)	(44	)%

(1)	We define “NM” as not meaningful for increases or decreases greater than 200%.

Executive Summary of Consolidated Financial Results

Below is an executive summary of our condensed consolidated financial results for the periods indicated. Amounts within this “Executive Summary of Consolidated Financial Results” are net of taxes, unless otherwise indicated.

After-tax

amounts assume a tax rate of 21%.

For a discussion of selected financial information and detailed descriptions of operating performance measures see “—Results of Operations and Selected Financial and Operating Performance Measures by Segment.”

Three Months Ended September 30, 2023 Compared to Three Months Ended September 30, 2022

•

Net income for the three months ended September 30, 2023 and 2022 was $29 million and $136 million, respectively, and adjusted operating income was $42 million and $158 million, respectively.

•

Our Enact segment reported adjusted operating income of $134 million and $156 million for the three months ended September 30, 2023 and 2022, respectively.

•

Adjusted operating income decreased primarily attributable to higher losses on new delinquencies and a lower favorable reserve adjustment, partially offset by higher net investment income and premiums in the current year.

•

Our Long-Term Care Insurance segment reported adjusted operating income (loss) of $(71) million and $26 million for the three months ended September 30, 2023 and 2022, respectively.

•

The change to an adjusted operating loss in the current year from adjusted operating income in the prior year was primarily from higher liability remeasurement losses largely driven by timing impacts related to a second legal settlement, higher claims and lower terminations in the current year.

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•

The adverse change was also attributable to lower net investment income in the current year, partially offset by an accrual for legal settlement costs of $16 million in the prior year that did not recur.

•

Our Life and Annuities segment reported an adjusted operating loss of $3 million and $6 million for the three months ended September 30, 2023 and 2022, respectively.

•

Life insurance:

•

The adjusted operating loss in our life insurance products decreased $3 million primarily due to favorable mortality experience and lower DAC amortization, partially offset by higher liability remeasurement losses largely related to a voluntary recapture of previously ceded reinsurance in the current year.

•

Fixed annuities:

•

Adjusted operating income in our fixed annuity products increased $2 million mainly from favorable mortality in our fixed payout annuity products, partially offset by lower net spreads primarily related to block runoff in the current year.

•

Variable annuities:

•

Adjusted operating income in our variable annuity products decreased $2 million predominantly due to a decline in fee income driven by lower account value in the current year.

•

Corporate and Other had an adjusted operating loss of $18 million for both the three months ended September 30, 2023 and 2022.

•

The adjusted operating loss was flat as a decrease in tax expense on certain forward starting swap gains was offset by higher expenses related to CareScout growth initiatives and higher interest expense in the current year.

Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022

•

Net income for the nine months ended September 30, 2023 and 2022 was $288 million and $535 million, respectively, and adjusted operating income was $271 million and $480 million, respectively.

•

Our Enact segment reported $423 million and $458 million of adjusted operating income for the nine months ended September 30, 2023 and 2022, respectively.

•

Adjusted operating income decreased primarily attributable to higher losses on new delinquencies and lower favorable reserve adjustments, partially offset by higher net investment income, lower operating costs and higher premiums in the current year.

•

Our Long-Term Care Insurance segment reported adjusted operating income (loss) of $(91) million and $116 million for the nine months ended September 30, 2023 and 2022, respectively.

•

The change was also attributable to less favorable cash flow assumption updates related to implementation timing and approval amounts of our

in-force

rate action plan and from higher operating costs in the current year.

•

Our Life and Annuities segment reported an adjusted operating loss of $5 million and $51 million for the nine months ended September 30, 2023 and 2022, respectively.

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•

Life insurance:

•

The adjusted operating loss in our life insurance products decreased $43 million largely attributable to lower DAC amortization related to higher lapse in the prior year and from favorable mortality experience in the current year as the

COVID-19

impacts subsided. In addition, the prior year included a $20 million legal settlement expense that did not recur.

•

These favorable developments were partially offset by lower premiums reflecting runoff of our

in-force

blocks in the current year.

•

Fixed annuities:

•

Adjusted operating income in our fixed annuity products decreased $7 million mainly attributable to lower net spreads primarily related to block runoff, partially offset by favorable mortality experience in the current year.

•

Variable annuities:

•

Adjusted operating income in our variable annuity products increased $10 million predominantly due to aging of our

in-force

block, partially offset by a decrease in fee income driven by lower account value in the current year.

•

Corporate and Other had an adjusted operating loss of $56 million and $43 million for the nine months ended September 30, 2023 and 2022, respectively.

•

The increase in the adjusted operating loss was primarily from higher expenses related to CareScout growth initiatives and higher interest expense, partially offset by higher net investment income and lower tax expense on certain forward starting swap gains in the current year.

Significant Developments and Strategic Highlights

The periods under review include, among others, the following significant developments and steps taken in the execution of our strategic priorities.

Enact

•

Persistency, new insurance written and loss performance:

•

Enact’s primary persistency rate was 84% for the third quarter of 2023 compared to 82% for the third quarter of 2022. Elevated persistency continued to offset the decline in new insurance written, contributing to insurance

in-force

growth in 2023.

•

New insurance written decreased 4% in the third quarter of 2023 compared to the third quarter of 2022 mostly from a decline in originations due to elevated interest rates.

•

Enact recorded favorable

pre-tax

reserve adjustments of $188 million for the nine months ended September 30, 2023, including $55 million in the third quarter of 2023, primarily related to favorable cure performance on 2022 and prior delinquencies, including those related to

COVID-19.

Enact recorded $226 million of

pre-tax

net favorable reserve adjustments for the nine months ended September 30, 2022, including $80 million in the third quarter of 2022, primarily related to favorable cure performance on

COVID-19

delinquencies.

•

New primary delinquencies in the third quarter of 2023 increased compared to the third quarter of 2022 primarily due to the aging of large, new books of business.

•

PMIERs compliance:

•

Effective March 1, 2023, the GSEs removed the capital restrictions that had been imposed on Enact.

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•

Enact’s PMIERs sufficiency ratio was 162% or $2,017 million above the PMIERs requirements as of September 30, 2023.

•

Returns of capital:

•

On November 1, 2022, Enact Holdings announced the approval by its board of directors of a share repurchase program under which Enact Holdings may repurchase up to $75 million of its outstanding common stock.

•

On August 1, 2023, Enact Holdings announced the authorization of a new share repurchase program under which Enact Holdings may repurchase up to an additional $100 million of its common stock.

•

Genworth Holdings has agreed to participate in both programs in order to maintain its overall ownership at its current level.

•

Genworth Holdings received $26 million of capital returns from Enact Holdings during the third quarter of 2023.

•

Based on Genworth Financial’s ownership of 81.6% of Enact Holdings, we expect to receive approximately $245 million from Enact Holdings for the full year 2023, consisting of quarterly dividends, share repurchases and a special dividend to be paid in the fourth quarter of 2023.

U.S. life insurance companies

•

As of September 30, 2023, the consolidated company action level risk-based capital ratio of our U.S. domiciled life insurance subsidiaries was estimated to be approximately 291%, flat compared to December 31, 2022.

•

As part of our strategy for our long-term care insurance business, we have been implementing, and expect to continue to pursue, significant premium rate increases and associated benefit reductions on older generation blocks of business 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 and associated benefit reductions on newer blocks of business, as needed, some of which may be significant, to help bring these blocks closer to their original pricing. We estimate that the cumulative economic benefit of approved rate actions in our long-term care insurance multi-year

in-force

rate action plan through the third quarter of 2023 was approximately $25 billion, on a net present value basis, of the total currently estimated amount required of approximately $30.3 billion.

•

We expect higher paid claims in our long-term care insurance business as our blocks age with peak claim years over a decade away. Paid claims on newer products continue to increase as policyholders approach peak claim age, while claims on our older products decline as those policyholders are past peak claim age. We also expect overall claim costs to continue to increase as the approximately 630,000 insured individuals in our two largest blocks, Choice I and Choice II, with average attained ages of 76 and 73, respectively, reach their peak claim years, which are over age 85.

•

Under the new accounting guidance for long-duration insurance contracts, commonly known as long-duration targeted improvements (“LDTI”), we expect ongoing volatility in our quarterly U.S. GAAP results as we remeasure our actual experience versus our best estimate assumptions, which are now recorded at a granular policy cohort level. For example, in the third quarter of 2023, our long-term care insurance remeasurement loss was $104 million due to adverse actual versus expected experience largely driven by timing impacts related to a second legal settlement, higher claims and lower terminations in the current year compared to a remeasurement loss of $3 million in the prior year.

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•

In the fourth quarter of 2022, we updated our assumptions in our long-term care insurance business, which resulted in a favorable assumption update of $303 million largely from an update to legal settlement elections attributable to the inclusion of a second legal settlement. This settlement primarily impacts older, unprofitable capped cohorts; therefore, it had an immediate impact to the fourth quarter of 2022 earnings. While we have experienced and may continue to experience quarterly fluctuations in earnings due to deviations in actual versus expected experience associated with this legal settlement, we expect an overall net favorable economic impact to our long-term care insurance business, as this legal settlement reduces tail risk on our

long-duration

liabilities.

•

We were notified by PBI Research Services (“PBI”), a third-party vendor, that PBI was subject to the widely reported security events involving the MOVEit file transfer system, which PBI uses in the performance of its services. The MOVEit Cybersecurity Incident resulted in the unauthorized acquisition of data by a third party from PBI as well as several organizations and governmental agencies. Since receiving notification of the security event, we, together with PBI, promptly launched an investigation to determine the extent to which personal information had been unlawfully accessed. Approximately 2.5 to 2.7 million of our policyholders’ or other customers’ personal information, including social security numbers, was exposed to and obtained by the threat actor as a result of the MOVEit Cybersecurity Incident. Regulatory agencies were notified and impacted individuals were mailed notices as required by federal and state law. In addition, impacted individuals have been offered credit monitoring, fraud consultation and identity theft restoration services. To date, most of the regulatory notification costs have been incurred by PBI.

Liquidity and capital resources

•

Genworth Financial share repurchase program:

•

On July 31, 2023, Genworth Financial’s Board of Directors authorized an additional $350 million of share repurchases under its existing share repurchase program.

•

During the nine months ended September 30, 2023, Genworth Financial repurchased 45,839,750 shares of its common stock at an average price of $5.68 per share for a total of $260 million, excluding excise taxes and other costs paid in connection with acquiring the shares.

•

Genworth Financial authorized share repurchases through a Rule

10b5-1

•

Genworth Holdings’ debt:

•

During the nine months ended September 30, 2023, Genworth Holdings repurchased $11 million principal amount of its 2034 Notes for a

pre-tax

gain of $1 million and paid accrued interest thereon.

•

As of September 30, 2023, Genworth Holdings had outstanding principal of $876 million of long-term debt, with no debt maturities until June 2034.

•

On October 25, 2023, Genworth Holdings repurchased approximately $14 million of its 2034 Notes in connection with the completion of a bondholder consent solicitation that amended the Replacement Capital Covenant. The amendment permits certain repayments, redemptions or repurchases of Genworth Holdings’ 2066 Notes and provides greater flexibility in our capital management program.

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Results of Operations and Selected Financial and Operating Performance Measures by Segment

Our President and Chief Executive Officer (Principal Executive Officer), who serves as our chief operating decision maker, evaluates segment performance and allocates resources on the basis of adjusted operating income (loss).

Management’s discussion and analysis by segment contains selected operating performance measures including “sales” and “insurance

in-force”

or “risk

in-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 business generated in a period. Sales refer to new insurance written for mortgage insurance products included in our Enact segment. We consider new insurance written to be a measure of our Enact segment’s operating performance because it represents a measure of new sales of insurance policies during a specified period, rather than a measure of revenues or profitability during that period.

Management regularly monitors and reports insurance

in-force,

risk

in-force

and a loss ratio for our Enact segment. Insurance

in-force

is a measure of the aggregate unpaid principal balance as of the respective reporting date for loans insured by our U.S. mortgage insurance subsidiaries. Risk

in-force

is based on the coverage percentage applied to the estimated current outstanding loan balance. We consider insurance

in-force

and risk

in-force

to be measures of our Enact segment’s operating performance because they represent measures of the size of its business at a specific date which will generate revenues and profits in a future period, rather than measures of its revenues or profitability during that period. The loss ratio is the ratio of benefits and other changes in policy reserves to net earned premiums. We consider the loss ratio to be a measure of underwriting performance and helps to enhance the understanding of the operating performance of our Enact segment.

Management also regularly monitors and reports on

in-force

rate actions, including state filing approvals; impacted

in-force

premiums; weighted-average percentage rate increases approved; and gross incremental premiums approved in our Long-Term Care Insurance segment.

In-force

rate actions are critical to our strategy for our long-term care insurance business. We monitor these selected operating performance measures for

in-force

rate actions to track our progress on achieving economic break-even. We consider these

in-force

rate actions metrics to be measures of financial performance and help to enhance the understanding of the operating performance of our Long-Term Care Insurance segment.

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.

Enact segment

Trends and conditions

Results of our Enact segment are affected primarily by the following factors: competitor actions; unemployment or underemployment levels; other economic and housing market trends, including interest rates, home prices, the number of first-time homebuyers, 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 litigation, among other items. References to “Enact” included herein “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Enact segment” are, unless the context otherwise requires, to our Enact segment.

Mortgage origination activity remained slow during the third quarter of 2023 in response to elevated mortgage rates and sustained low housing supply. We anticipate that the refinance market is likely to remain suppressed in the near to

mid-term.

Housing affordability continues to deteriorate due to high interest rates and elevated home prices, marginally offset by rising median family income, according to the National Association

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of Realtors Housing Affordability Index. After a sustained period of strong home price appreciation, national home prices began to decline in late 2022 but have recovered and continued to rise through the third quarter of 2023, according to the Federal Housing Finance Agency (“FHFA”) Monthly Purchase-Only House Price Index.

The unemployment rate was 3.8% in September 2023, up slightly from June 2023. As of September 30, 2023, there were just over six million unemployed Americans, of which approximately one million were long term unemployed over 26 weeks. Both metrics remain in line with

pre-pandemic

levels.

For mortgages insured by the federal government (including those purchased by Fannie Mae and Freddie Mac), forbearance has allowed borrowers impacted by

COVID-19

to temporarily suspend mortgage payments up to 18 months subject to certain limits. An initial forbearance period is typically up to six months and can be extended for another six months if requested by the borrower to the mortgage servicer. However, the Biden Administration ended the national emergency for

COVID-19

in April 2023, so the deadline for requesting a

COVID-19

related forbearance under the Coronavirus Aid, Relief, and Economic Security Act ended in August 2023. During the third quarter of 2023, the GSEs announced that their

COVID-19

servicing-related policies with respect to forbearance would end on November 1, 2023.

In March 2023, the GSEs announced new loss mitigation programs that would allow

six-month

payment deferrals for borrowers facing financial hardship and encouraged servicers to start evaluating borrowers for these programs as early as July 1, 2023 but no later than October 1, 2023. Even though most foreclosure moratoriums expired at the end of 2021, federal laws and regulations continue to require servicers to discuss loss mitigation options with borrowers before proceeding with foreclosures. These requirements could further extend the foreclosure timeline, which could negatively impact the severity of loss on loans that go to claim.

Although it is difficult to predict the future level of reported forbearance and how many of the loans in a forbearance plan that remain current on their monthly mortgage payment will go delinquent, servicer reported forbearances have generally declined. As of September 30, 2023, approximately 1.2% or 12,135 of Enact’s active primary policies were reported in a forbearance plan, of which approximately 30% were reported as delinquent compared with approximately 1.5% or 14,231 of its active primary policies reported in forbearance with approximately 34% reported as delinquent as of September 30, 2022.

Total delinquencies increased during the third quarter of 2023 compared to the third quarter of 2022 as a result of new delinquencies outpacing cures. The third quarter 2023 new delinquency rate of 1.2% was slightly higher than the third quarter 2022 new delinquency rate of 1.0%. The full impact of

COVID-19

and its adverse economic effects on Enact’s future business results continue to be difficult to predict. Given the maximum length of forbearance plans, the resolution of a delinquency in a plan may not be known for several quarters. Enact continues to monitor regulatory and government actions and the resolution of forbearance delinquencies. While the associated risks have moderated and delinquencies have declined, it is possible that

COVID-19

related forbearance programs could have an adverse impact on Enact’s future results of operations and financial condition.

Private mortgage insurance market penetration and overall market size are affected in part by actions that impact housing or housing finance policy taken by the GSEs and the U.S. government, including but not limited to, the FHA and the FHFA. In the past, these actions have included announced changes, or potential changes, to underwriting standards, including changes to the GSEs’ automated underwriting systems, FHA pricing, GSE guaranty fees, loan limits and alternative products.

On October 24, 2022, the FHFA announced targeted changes to the GSEs’ guarantee fee pricing by eliminating upfront fees for certain first-time home buyers with income at or below area median income and for certain GSE affordable mortgage products, while implementing targeted increases to the upfront fees for most

cash-out

refinance loans. The fee reductions went into effect in the fourth quarter of 2022 while the new fees on

cash-out

refinance loans began February 1, 2023. Enact expects these price changes to have a net positive impact to the private mortgage insurance market but believes the impact has been limited to date.

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The FHFA also announced in October 2022 its validation and approval of certain credit score models for use by the GSEs and changed the required number of credit reports provided by lenders from all three nationwide consumer reporting agencies to only two. The validation of the new credit scores requires lenders to deliver both credit scores for each loan sold to the GSEs. The FHFA has announced preliminary implementation expectations, but this is expected to be a multiple year process that will require system and process updates.

In January 2023, the FHFA announced additional updates to its upfront fee structure and pricing matrix. The changes marked the third iteration of the FHFA’s ongoing pricing review since early 2022 and impact purchase and rate-term refinance loans. Pricing grids are now broken out by loan purpose and are recalibrated to new credit score and

loan-to-value

ratio categories, along with associated loan attributes. The new pricing matrix initially included new upfront fees for loans with

debt-to-income

ratios greater than 40% but those fees were rescinded prior to implementation. The remaining changes became effective May 1, 2023.

In February 2023, the Department of Housing and Urban Development announced a

30-basis

point reduction of the annual insurance premium charged to borrowers with

FHA-insured

mortgages in an effort to reduce the cost of borrowing for eligible lower and middle class homebuyers. This price reduction, which went into effect on March 20, 2023, is expected to have a negative impact on the U.S. private mortgage insurance market but will be partially offset by the effects of the recent FHFA pricing changes referenced above. Enact does not believe this net impact has been or will be material.

The U.S. private mortgage insurance industry is highly competitive. Enact Holdings’ market share is influenced by the execution of its go to market strategy, including but not limited to, pricing competitiveness relative to its peers and its selective participation in forward commitment transactions. Enact continues to manage the quality of new business through pricing and its underwriting guidelines, which are modified from time to time when circumstances warrant. The market and underwriting conditions, including the mortgage insurance pricing environment, are within Enact’s risk adjusted return appetite, enabling it to write new business at returns it views as attractive.

New insurance written of $14.4 billion in the third quarter of 2023 decreased 4% compared to the third quarter of 2022 mostly from a decline in originations due to elevated mortgage rates. Enact’s primary persistency rate was 84% during the third quarter of 2023 compared to 82% during the third quarter of 2022. The increase in persistency was primarily driven by a decline in the percentage of

in-force

policies with mortgage rates above current mortgage rates. Elevated persistency continued to offset the decline in new insurance written in the third quarter of 2023, leading to an increase in primary insurance

in-force

of $4.2 billion as compared to June 30, 2023.

Net earned premiums increased in the third quarter of 2023 compared to the third quarter of 2022 primarily driven by insurance

in-force

growth, partially offset by the lapse of older, higher priced policies and lower single premium policy cancellations in the current year. The total number of delinquent loans has declined from the

COVID-19

peak in the second quarter of 2020 as borrowers continued to exit forbearance plans and new forbearances declined. During this time and consistent with prior years, servicers continued the practice of remitting premiums during the early stages of default, and Enact refunds the post-delinquent premiums to the insured party if the delinquent loan goes to claim. Enact records a liability and a reduction to net earned premiums for the post-delinquent premiums it expects to refund. The post-delinquent premium liability recorded since the beginning of

COVID-19

in the second quarter of 2020 through the third quarter of 2023 was not significant to the change in earned premiums for those periods.

Enact’s loss ratio for the three months ended September 30, 2023 and 2022 was 7% and (17)%, respectively. Enact recorded a favorable reserve adjustment of $55 million during the third quarter of 2023 primarily related to favorable cure performance on delinquencies from 2022 and earlier, including those related to

COVID-19.

Cure performance on delinquencies from 2022 has not been negatively impacted by uncertainty in the economic environment to the extent initially expected. In addition, during the peak of

COVID-19,

Enact experienced elevated new delinquencies subject to forbearance plans, and those delinquencies have been curing at levels

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above Enact’s reserve expectations. During the third quarter of 2022, Enact released $105 million of reserves largely related to favorable cure performance on

COVID-19

delinquencies, partially offset by reserve strengthening of $25 million related to 2022 delinquencies given uncertainty in the economic environment.

Borrowers who have experienced a financial hardship including, but not limited to, the loss of income due to the closing of a business or the loss of a job continue to take advantage of available loss mitigation options, including forbearance programs, payment deferral options and other modifications. Loss reserves recorded on these delinquencies require a high degree of estimation due to the level of uncertainty regarding whether delinquencies in forbearance will ultimately cure or result in claim payments, as well as the timing and severity of those payments. The severity of loss on loans that do go to claim may be negatively impacted by the extended forbearance and foreclosure timelines, the associated elevated expenses and the higher loan amount of the recent new delinquencies. These negative influences on loss severity could be mitigated in part by embedded home price appreciation. For loans insured on or after October 1, 2014, Enact’s mortgage insurance policies limit the number of months of unpaid interest and associated expenses that are included in the mortgage insurance claim amount to a maximum of 36 months.

New primary delinquencies in the third quarter of 2023 increased compared to the third quarter of 2022 primarily due to the aging of large, new books of business. New primary delinquencies of 11,107 contributed $72 million of loss expense in the third quarter of 2023, while Enact incurred $39 million of losses from 9,121 new primary delinquencies in the third quarter of 2022. In determining the loss expense estimate, considerations were given to recent cure and claim experience and the prevailing and prospective economic conditions. Approximately 12% of Enact’s primary new delinquencies in the third quarter of 2023 were subject to a forbearance plan compared to 18% in the third quarter of 2022. Due to the declining number of new delinquencies in forbearance, Enact no longer differentiates the expected claim rates applied to new delinquencies in forbearance versus those not in forbearance.

As of September 30, 2023, EMICO’s

risk-to-capital

ratio under the current regulatory framework as established under North Carolina law and enforced by the North Carolina Department of Insurance (“NCDOI”), EMICO’s domestic insurance regulator, was approximately 11.6:1, compared with a

risk-to-capital

ratio of 11.9:1 and 12.9:1 as of June 30, 2023 and December 31, 2022, respectively. EMICO’s

risk-to-capital

ratio remains below the NCDOI’s maximum

risk-to-capital

ratio of 25:1. North Carolina’s calculation of

risk-to-capital

excludes the risk

in-force

for delinquent loans given the established loss reserves against all delinquencies. EMICO’s ongoing

risk-to-capital

ratio will depend principally on the magnitude of future losses incurred by EMICO, the effectiveness of ongoing loss mitigation activities, new business volume and profitability, the impact of quota share reinsurance, the amount of policy lapses and the amount of additional capital that is generated or distributed by the business.

Under PMIERs, Enact is subject to operational and financial requirements that private mortgage insurers must meet in order to remain eligible to insure loans that are purchased by the GSEs. In addition, in September 2020, subsequent to the issuance of Enact Holdings’ senior notes due in 2025, the GSEs imposed certain restrictions (the “GSE Restrictions”) with respect to capital on Enact. In May 2021, in connection with their conditional approval of the then potential partial sale of Enact Holdings, the GSEs confirmed the GSE Restrictions would remain in effect until certain conditions (the “GSE Conditions”) were met. These conditions were met as of December 31, 2022 and in March 2023, the GSEs confirmed that Enact is no longer subject to the GSE Restrictions and the GSE Conditions.

As of September 30, 2023, Enact had estimated available assets of $5,268 million against $3,251 million net required assets under PMIERs compared to available assets of $5,093 million against $3,135 million net required assets as of June 30, 2023. The sufficiency ratio as of September 30, 2023 was 162% or $2,017 million above the PMIERs requirements, compared to 162% or $1,958 million above the PMIERs requirements as of June 30, 2023. Enact’s PMIERs required assets as of September 30, 2023 and June 30, 2023 benefited from the application of a 0.30 multiplier applied to the risk-based required asset amount factor for certain

non-performing

loans as defined under PMIERs. The application of the 0.30 multiplier to all eligible delinquencies provided $86 million of benefit to

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Enact’s September 30, 2023 PMIERs required assets compared to $107 million of benefit as of June 30, 2023. These amounts are gross of any incremental reinsurance benefit from the elimination of the 0.30 multiplier. Enact’s third-party reinsurance transactions provided an aggregate of approximately $1,505 million and $1,524 million of PMIERs capital credit as of September 30, 2023 and June 30, 2023, respectively.

In April 2023, EMICO completed a distribution to Enact Holdings that supports its ability to pay a quarterly dividend. Enact Holdings intends to use these proceeds and future EMICO distributions to fund the quarterly dividend as well as to bolster its financial flexibility and potentially return additional capital to shareholders. Future dividend payments are subject to quarterly review and approval by Enact Holdings’ board of directors and Genworth Financial. In addition to Enact’s quarterly dividend program, in November 2022, Enact Holdings announced approval by its board of directors of a share repurchase program under which it may repurchase up to $75 million of its outstanding common stock, and on August 1, 2023, announced the authorization of an additional $100 million of common stock repurchases under a new share repurchase program. Genworth Holdings has agreed to participate in order to maintain its overall ownership at its current level. As the majority shareholder, Genworth Holdings received $26 million of capital returns from Enact Holdings during the third quarter of 2023. On November 1, 2023, Enact Holdings announced a special dividend of $113 million to be paid in the fourth quarter of 2023.

Returning capital to shareholders, balanced with growth and risk management priorities, remains a key commitment for Enact Holdings as it looks to enhance shareholder value through time. Future return of capital will be shaped by Enact Holdings’ capital prioritization framework, including: supporting its existing policyholders; growing its mortgage insurance business; funding attractive new business opportunities; and returning capital to shareholders. Enact Holdings’ total return of capital will also be based on its view of the prevailing and prospective macroeconomic conditions, regulatory landscape and business performance.

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Segment results of operations

Three Months Ended September 30, 2023 Compared to Three Months Ended September 30, 2022

The following table sets forth the results of operations relating to our Enact segment for the periods indicated:


	Three months ended September 30,					Increase (decrease) and percentage change
(Amounts in millions)	2023		2022			2023 vs. 2022
Revenues:
Premiums	$	243	$	235		$	8		3	%
Net investment income		55		39			16		41	%
Net investment gains (losses)		—		—			—		—	%
Policy fees and other income		1		1			—		—	%

Total revenues		299		275			24		9	%

Benefits and expenses:
Benefits and other changes in policy reserves		18		(40	)		58		145	%
Acquisition and operating expenses, net of deferrals		52		55			(3	)	(5	)%
Amortization of deferred acquisition costs and intangibles		3		4			(1	)	(25	)%
Interest expense		13		12			1		8	%

Total benefits and expenses		86		31			55		177	%

Income from continuing operations before income taxes		213		244			(31	)	(13	)%
Provision for income taxes		48		53			(5	)	(9	)%

Income from continuing operations		165		191			(26	)	(14	)%
Less: net income from continuing operations attributable to noncontrolling interests		31		35			(4	)	(11	)%

Income from continuing operations available to Genworth Financial, Inc.’s common stockholders		134		156			(22	)	(14	)%
Adjustments to income from continuing operations available to Genworth Financial, Inc.’s common stockholders:
Net investment (gains) losses, net		—		—			—		—	%
Taxes on adjustments		—		—			—		—	%

Adjusted operating income available to Genworth Financial, Inc.’s common stockholders	$	134	$	156		$	(22	)	(14	)%

Adjusted operating income available to Genworth Financial, Inc.’s common stockholders

Revenues

Premiums increased mostly from higher insurance

in-force,

partially offset by the lapse of older, higher priced policies and lower single premium policy cancellations in the current year.

Net investment income increased primarily from higher investment yields and higher average invested assets in the current year.

Benefits and expenses

Benefits and other changes in policy reserves increased largely from higher losses on new delinquencies and a lower favorable reserve adjustment in the current year as discussed above in “—Trends and conditions.”

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Acquisition and operating expenses, net of deferrals, decreased primarily attributable to lower operating costs in the current year.

Provision for income taxes.

The effective tax rate was 23.0% and 21.9% for the three months ended September 30, 2023 and 2022, respectively, generally consistent with the U.S. corporate federal income tax rate.

Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022

The following table sets forth the results of operations relating to our Enact segment for the periods indicated:


	Nine months ended September 30,						Increase (decrease) and percentage change
(Amounts in millions)	2023			2022			2023 vs. 2022
Revenues:
Premiums	$	717		$	707		$	10		1	%
Net investment income		151			110			41		37	%
Net investment gains (losses)		(13	)		(1	)		(12	)	NM	(1)
Policy fees and other income		2			2			—		—	%

Total revenues		857			818			39		5	%

Benefits and expenses:
Benefits and other changes in policy reserves		3			(112	)		115		103	%
Acquisition and operating expenses, net of deferrals		156			167			(11	)	(7	)%
Amortization of deferred acquisition costs and intangibles		8			10			(2	)	(20	)%
Interest expense		39			38			1		3	%

Total benefits and expenses		206			103			103		100	%

Income from continuing operations before income taxes		651			715			(64	)	(9	)%
Provision for income taxes		143			155			(12	)	(8	)%

Income from continuing operations		508			560			(52	)	(9	)%
Less: net income from continuing operations attributable to noncontrolling interests		94			103			(9	)	(9	)%

Income from continuing operations available to Genworth Financial, Inc.’s common stockholders		414			457			(43	)	(9	)%
Adjustments to income from continuing operations available to Genworth Financial, Inc.’s common stockholders:
Net investment (gains) losses, net (2)		11			1			10		NM	(1)
Taxes on adjustments		(2	)		—			(2	)	NM	(1)

Adjusted operating income available to Genworth Financial, Inc.’s common stockholders	$	423		$	458		$	(35	)	(8	)%

(1)	We define “NM” as not meaningful for increases or decreases greater than 200%.

(2)	For the nine months ended September 30, 2023, net investment (gains) losses were adjusted for the portion attributable to noncontrolling interests of $2 million.

Adjusted operating income available to Genworth Financial, Inc.’s common stockholders

Revenues

Premiums increased mostly from higher insurance

in-force,

partially offset by the lapse of older, higher priced policies and lower single premium policy cancellations in the current year.

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Net investment income increased primarily from higher investment yields and higher average invested assets in the current year.

For a discussion of the change in net investment gains (losses), see the comparison for this line item under “—Investments and Derivative Instruments.”

Benefits and expenses

Benefits and other changes in policy reserves increased largely from higher losses on new delinquencies and lower favorable reserve adjustments in the current year. Enact recorded reserve releases of $188 million in the current year primarily related to favorable cure performance on delinquencies from 2022 and earlier, including those related to

COVID-19.

During the prior year, Enact released $251 million of reserves largely related to favorable cure performance on

COVID-19

delinquencies, partially offset by reserve strengthening of $25 million related to 2022 delinquencies given uncertainty in the economic environment.

Acquisition and operating expenses, net of deferrals, decreased primarily attributable to lower operating costs in the current year.

Provision for income taxes.

The effective tax rate was 22.0% and 21.7% for the nine months ended September 30, 2023 and 2022, respectively, consistent with the U.S. corporate federal income tax rate.

Enact selected operating performance measures

Primary Mortgage Insurance

Substantially all of Enact’s policies are primary mortgage insurance, which provides protection on individual loans at specified coverage percentages. Primary mortgage insurance is placed on individual loans at the time of origination and is typically delivered to Enact on a

loan-by-loan

basis. Primary mortgage insurance can also be delivered to Enact on an aggregated basis, whereby each mortgage in a given loan portfolio is insured in a single transaction after the point of origination.

Pool Mortgage Insurance

Pool mortgage insurance transactions provide coverage on a finite set of individual loans identified by the pool policy. Pool policies contain coverage percentages and provisions limiting the insurer’s obligation to pay claims until a threshold amount is reached (known as a “deductible”) or capping the insurer’s potential aggregate liability for claims payments (known as a “stop loss”) or a combination of both provisions. Pool mortgage insurance is typically used to provide additional credit enhancement for certain secondary market mortgage transactions.

The following tables set forth selected operating performance measures regarding Enact as of and for the dates indicated:


	September 30,				Increase (decrease) and percentage change
(Amounts in millions)	2023		2022		2023 vs. 2022
Primary insurance in-force (1)	$	262,014	$	241,813	$	20,201		8	%
Risk in-force:
Primary	$	67,056	$	61,124	$	5,932		10	%
Pool		70		84		(14	)	(17	)%

Total risk in-force	$	67,126	$	61,208	$	5,918		10	%

(1)	Primary insurance in-force represents the aggregate unpaid principal balance for loans Enact insures.

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	Three months ended September 30,				Increase (decrease) and percentage change					Nine months ended September 30,				Increase (decrease) and percentage change
(Amounts in millions)	2023		2022		2023 vs. 2022					2023		2022		2023 vs. 2022
New insurance written	$	14,391	$	15,069	$	(678	)	(4	)%	$	42,628	$	51,340	$	(8,712	)	(17	)%

Primary insurance

in-force

and risk

in-force

Primary insurance

in-force

increased mainly from new insurance written. In addition, lower lapses and cancellations drove higher primary persistency, largely as a result of suppressed refinancing activity in the current year due to elevated interest rates. The primary persistency rate was 84% and 79% for the nine months ended September 30, 2023 and 2022, respectively. Total risk

in-force

increased primarily as a result of higher primary insurance

in-force.

New insurance written

For the three and nine months ended September 30, 2023, new insurance written decreased principally from lower originations in the current year due to elevated interest rates.

Loss and expense ratios

The following table sets forth the loss and expense ratios for Enact for the dates indicated:


	Three months ended September 30,						Increase (decrease)			Nine months ended September 30,						Increase (decrease)
	2023			2022			2023 vs. 2022			2023			2022			2023 vs. 2022
Loss ratio		7	%		(17	)%		24	%		—	%		(16	)%		16	%
Expense ratio		23	%		25	%		(2	)%		23	%		25	%		(2	)%

The loss ratio is the ratio of benefits and other changes in policy reserves to net earned premiums. The expense ratio is the ratio of general expenses to net earned premiums. In Enact, general expenses consist of acquisition and operating expenses, net of deferrals, and amortization of DAC and intangibles.

The loss ratio increased for the three and nine months ended September 30, 2023 largely from higher losses on new delinquencies and lower favorable reserve adjustments in the current year, as discussed above.

The expense ratio for the three and nine months ended September 30, 2023 decreased primarily attributable to lower operating costs in the current year.

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Mortgage insurance loan portfolio

The following table sets forth selected financial information regarding Enact’s loan portfolio as of September 30:


(Amounts in millions)	2023		2022
Primary insurance in-force by loan-to-value ratio at origination:
95.01% and above	$	44,071	$	38,099
90.01% to 95.00%		109,019		101,164
85.01% to 90.00%		77,121		69,803
85.00% and below		31,803		32,747

Total	$	262,014	$	241,813

Primary risk in-force by loan-to-value ratio at origination:
95.01% and above	$	12,595	$	10,809
90.01% to 95.00%		31,696		29,379
85.01% to 90.00%		18,945		17,019
85.00% and below		3,820		3,917

Total	$	67,056	$	61,124

Primary insurance in-force by FICO (1) score at origination:
Over 760	$	109,701	$	99,177
740-759		42,899		38,731
720-739		36,889		33,874
700-719		29,818		28,384
680-699		21,993		21,294
660-679 (2)		11,351		10,842
640-659		6,166		6,115
620-639		2,548		2,663
<620		649		733

Total	$	262,014	$	241,813

Primary risk in-force by FICO score at origination:
Over 760	$	28,014	$	24,965
740-759		11,009		9,808
720-739		9,553		8,656
700-719		7,615		7,200
680-699		5,582		5,356
660-679 (2)		2,901		2,739
640-659		1,569		1,541
620-639		647		672
<620		166		187

Total	$	67,056	$	61,124

(1)	Fair Isaac Company.

(2)	Loans with unknown FICO scores are included in the 660-679 category.

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Delinquent loans

The following table sets forth the number of loans insured, the number of delinquent loans and the delinquency rate for Enact’s loan portfolio as of the dates indicated:


	September 30, 2023			December 31, 2022			September 30, 2022
Primary insurance:
Insured loans in-force		977,832			960,306			949,052
Delinquent loans		19,241			19,943			18,856
Percentage of delinquent loans (delinquency rate)		1.97	%		2.08	%		1.99	%

Delinquency rates decreased compared to December 31, 2022 primarily from a decline in total delinquencies mostly driven by paid claims and cures outpacing new delinquencies.

The following tables set forth primary delinquencies, direct primary case reserves and risk

in-force

by aged missed payment status in Enact’s loan portfolio as of the dates indicated:


	September 30, 2023
(Dollar amounts in millions)	Delinquencies		Direct primary case reserves (1)		Risk in-force		Reserves as % of risk in-force
Payments in default:
3 payments or less		9,398	$	80	$	568		14	%
4 - 11 payments		6,381		192		426		45	%
12 payments or more		3,462		188		201		94	%

Total		19,241	$	460	$	1,195		38	%


	December 31, 2022
(Dollar amounts in millions)	Delinquencies		Direct primary case reserves (1)		Risk in-force		Reserves as % of risk in-force
Payments in default:
3 payments or less		8,920	$	69	$	509		14	%
4 - 11 payments		6,466		166		390		43	%
12 payments or more		4,557		244		248		98	%

Total		19,943	$	479	$	1,147		42	%

(1)	Direct primary case reserves exclude loss adjustment expenses, pool, incurred but not reported (“IBNR”) and reinsurance reserves.

Reserves as a percentage of risk

in-force

as of September 30, 2023 decreased compared to December 31, 2022 as long-term delinquencies with higher reserves have continued to cure. The number of loans that are delinquent for 12 months or more has decreased since December 31, 2022 and is more in line with

pre-COVID-19

levels. Due to continued forbearance options, foreclosure moratoriums and the uncertainty around the lack of progression through the foreclosure process, there is still uncertainty around the likelihood and timing of delinquencies going to claim.

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 the dispersion of direct primary case reserves and primary delinquency rates for the 10 largest states and the 10 largest Metropolitan Statistical Areas (“MSA”) or Metro Divisions (“MD”) by Enact’s primary risk

in-force

as of the

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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 September 30, 2023			Percent of direct primary case reserves as of September 30, 2023 (1)			Delinquency rate as of
	Percent of primary risk in-force as of September 30, 2023						September 30, 2023			December 31, 2022			September 30, 2022
By State:
California		13	%		12	%		2.10	%		2.09	%		2.02	%
Texas		8	%		7	%		2.12	%		2.12	%		2.10	%
Florida (2)		8	%		9	%		2.16	%		2.54	%		1.93	%
New York (2)		5	%		12	%		2.89	%		2.95	%		2.97	%
Illinois (2)		4	%		6	%		2.40	%		2.54	%		2.53	%
Arizona		4	%		2	%		1.74	%		1.78	%		1.67	%
Michigan		4	%		3	%		1.72	%		1.79	%		1.69	%
Georgia		3	%		3	%		2.14	%		2.23	%		2.26	%
North Carolina		3	%		2	%		1.41	%		1.59	%		1.62	%
Washington		3	%		2	%		1.64	%		1.92	%		1.84	%

(1)	Direct primary case reserves exclude loss adjustment expenses, pool, IBNR and reinsurance reserves.

(2)	Jurisdiction predominantly uses a judicial foreclosure process, which generally increases the amount of time it takes for a foreclosure to be completed.


	Percent of primary risk in-force as of September 30, 2023			Percent of direct primary case reserves as of September 30, 2023 (1)			Delinquency rate as of
	Percent of primary risk in-force as of September 30, 2023						September 30, 2023			December 31, 2022			September 30, 2022
By MSA or MD:
Phoenix, AZ MSA		3	%		2	%		1.77	%		1.83	%		1.71	%
Chicago-Naperville, IL MD		3	%		4	%		2.67	%		2.84	%		2.85	%
Atlanta, GA MSA		3	%		3	%		2.32	%		2.42	%		2.47	%
New York, NY MD		2	%		8	%		3.62	%		3.75	%		3.88	%
Washington-Arlington, DC MD		2	%		2	%		1.75	%		1.85	%		1.79	%
Houston, TX MSA		2	%		3	%		2.69	%		2.60	%		2.74	%
Los Angeles-Long Beach, CA MD		2	%		2	%		2.28	%		2.18	%		2.13	%
Riverside-San Bernardino, CA MSA		2	%		3	%		2.71	%		2.89	%		2.74	%
Dallas, TX MD		2	%		2	%		1.69	%		1.86	%		1.78	%
Denver-Aurora-Lakewood, CO MSA		2	%		1	%		1.07	%		1.12	%		1.11	%

(1)	Direct primary case reserves exclude loss adjustment expenses, pool, IBNR and reinsurance reserves.

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The following table sets forth the dispersion of Enact’s direct primary case reserves, primary insurance

in-force

and risk

in-force

by year of policy origination, and delinquency rate as of September 30, 2023:


(Amounts in millions)	Percent of direct primary case reserves (1)			Primary insurance in-force		Percent of total			Primary risk in-force		Percent of total			Delinquency rate
Policy Year
2008 and prior		20	%	$	5,859		2	%	$	1,510		2	%		8.67	%
2009 to 2015		5			3,819		1			1,004		2			4.20	%
2016		4			4,948		2			1,327		2			3.07	%
2017		6			5,582		2			1,471		2			3.62	%
2018		6			5,993		2			1,535		2			4.18	%
2019		9			14,372		6			3,676		5			2.58	%
2020		15			46,881		18			12,228		18			1.53	%
2021		21			73,141		28			18,524		28			1.48	%
2022		13			60,258		23			15,129		23			1.28	%
2023		1			41,161		16			10,652		16			0.25	%

Total portfolio		100	%	$	262,014		100	%	$	67,056		100	%		1.97	%

(1)	Direct primary case reserves exclude loss adjustment expenses, pool, IBNR and reinsurance reserves.

Loss reserves in policy years 2008 and prior are outsized compared to their representation of risk

in-force.

The size of these policy years at origination combined with the significant decline in home prices led to significant losses in policy years prior to 2009. Although uncertainty remains with respect to the ultimate losses Enact will experience on these policy years, they have become a smaller percentage of its total mortgage insurance portfolio. Loss reserves have shifted to newer book years, largely 2020 and later, given their significant representation of risk

in-force.

As of September 30, 2023, Enact’s 2016 and newer policy years represented approximately 96% of its primary risk

in-force

and 75% of its total direct primary case reserves.

Long-Term Care Insurance segment

Trends and conditions

The long-term profitability of our long-term care insurance business depends upon how our actual experience compares with our valuation assumptions, including but not limited to

in-force

rate actions, morbidity, mortality and persistency. Estimates for

in-force

rate actions reflect certain simplifying assumptions that may vary materially from actual results, including but not limited to consistent policyholder behavior over time in addition to a uniform rate of coinsurance and premium taxes. Actual policyholder behavior may differ significantly from these assumptions. Results of our long-term care insurance business are also influenced by our ability to improve investment yields and manage expenses and reinsurance, among other factors. Changes in laws or government programs, including long-term care insurance rate action legislation, regulation and/or practices, could also impact our long-term care insurance business either positively or negatively.

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 long-term care insurance products. Any adverse change in our assumptions could have a negative impact on our reserve levels and results of operations in our long-term care insurance business. Even small changes in assumptions or small deviations of actual experience from assumptions could have, and in the past have had, material impacts on our reserve levels, results of operations and financial condition.

Under LDTI, the impacts of assumption updates and actual versus expected experience will continue to drive volatility in our long-term care insurance results. Under LDTI, approximately 50% of our cohorts currently

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have net premium ratios capped at 100%. The net premium ratio represents the portion of the gross premiums required to provide for all benefits and certain expenses in our long-term care insurance business. These capped cohorts are generally our older long-term care insurance policies, largely sold prior to 2003. The other 50% of our cohorts have a net premium ratio of less than 100% and are currently expected to be profitable. We currently expect the profitable uncapped cohorts to have a more modest earnings impact when we evaluate actual to expected experience, with a portion of the impact reflected in current period results, and the remaining majority of the impact recognized over the life of the cohort. Conversely, for the unprofitable capped cohorts, the full impact of the actual to expected variances will be recognized in current period earnings and will likely be more impactful on our results of operations. It is important to note that quarterly variations are typically expected to be immaterial compared to our liability for future policy benefits of $41.9 billion, at the

locked-in

discount rate, for our long-term care insurance business as of September 30, 2023 and do not impact cash flows, the long-term economics of the business or the way we manage the business. Under LDTI, we would also expect ongoing income statement impacts and volatility related to assumption updates in our older, unprofitable capped cohorts going forward.

We complete the required annual review of our cash flow assumptions, including mortality, benefit utilization, expected claim incidence and terminations, and benefit reductions related to

in-force

rate actions and legal settlements, among other assumptions, for our long-term care insurance products in the fourth quarter of each year. Cash flow assumptions related to legal settlements also include estimates for cash payments to policyholders who elect certain reduced benefit options in connection with the legal settlements, referred to herein as settlement payments. In the fourth quarter of 2022, we refined several assumptions, including reducing our lapse assumption in light of favorable experience from our long-term care insurance legal settlement elections and benefit reductions. The favorable impact from changes in cash flow assumptions was mainly attributable to the inclusion of a second legal settlement. We also evaluated our assumptions regarding expectations of future premium rate increase approvals and benefit reductions and made no significant changes to our 2022 multi-year

in-force

As part of our assumption updates in the fourth quarter of 2023, we will include assumptions related to a third legal settlement. While we expect the third legal settlement to result in a significant reduction in tail risk over the long term, any changes would have a muted income statement impact in the fourth quarter of 2023 because this settlement is primarily part of the profitable uncapped cohorts. The benefit to us will depend on the rate at which policyholders elect to reduce benefits, and the majority of the impact will be realized over the lifetime of these uncapped cohorts. In connection with our 2023 cash flow assumption update reviews, we are also reviewing our long-term assumptions for lapses, benefit utilization, mortality and in-force rate actions. We are also evaluating potential short-term impacts emerging after COVID-19 and aligning near-term projections with recent experience. While our reviews are still underway and not yet complete, the long-term care insurance assumption updates could be negative in the aggregate, as experience has been mixed, and would be reported immediately in earnings particularly for unprofitable capped cohorts.

We will also complete statutory cash flow testing for our life insurance companies in the fourth quarter. Under cash flow testing, changes to our claim reserve assumptions are reflected in statutory income. However, changes impacting active life reserves are included in our cash flow testing margin review, which only impacts statutory income if the margin falls below zero. While our statutory process is not yet complete and significant work remains, our early assessment is that the margin for Genworth Life Insurance Company, one of our principal life insurance subsidiaries, should remain positive.

Given the ongoing challenges in our long-term care insurance business, we continue to pursue initiatives to improve the risk and profitability profile of our business, including premium rate increases and associated benefit reductions on our

in-force

policies. Executing on our multi-year long-term care insurance

in-force

rate action plan with premium rate increases and associated benefit reductions on our legacy long-term care insurance policies is critical to the business. For an update on

in-force

rate actions, refer to “Significant Developments and Strategic Highlights—U.S. life insurance companies” and the selected operating performance measures below.

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In addition, we have reached certain legal settlements regarding alleged disclosure deficiencies in premium increases for long-term care insurance policies. The first legal settlement related to certain of our long-term care insurance policies, which represents approximately 20% of our block, was implemented beginning in 2021 and its implementation was materially completed in the second quarter of 2022. A second legal settlement on certain of our long-term care insurance policies, which represents 15% of our block, became final on July 29, 2022. We began implementation of this settlement on August 1, 2022 and expect it to be materially complete at the end of 2023. On March 27, 2023, a third similar settlement on certain of our long-term care insurance policies, which represents 35% of our block, became final. We began implementation of this settlement during the second quarter of 2023.

While the second and third legal settlements are similar to the first settlement, their ultimate impact will depend on the policyholder election rates and the types of reduced benefits elected. Given our experience with the first settlement, we expect the second and third legal settlements to result in an overall net favorable economic impact to our long-term care insurance business as they reduce tail risk on these long-duration liabilities. While we expect renewal premiums to decline over time, the settlements could accelerate that decline if policyholders continue to elect

non-forfeiture

and reduced benefit options, which have predominantly been the most prevalent policyholder elections for these legal settlements.

In our long-term care insurance products, we experienced a favorable impact on reserves and our operating results related to mortality during COVID-19. Although it is not our practice to track cause of death for long-term care insurance policyholders and claimants, we believe the favorable mortality in our long-term care insurance business in early 2022 was likely impacted by

COVID-19.

We expected the impacts to be temporary, and we saw mortality levels trending back to

pre-pandemic

levels in the latter half of 2022. In the first quarter of 2023, we experienced typical seasonally favorable mortality, but mortality was unfavorable in the second and third quarters of 2023, consistent with seasonal trends. We continue to evaluate the long-term impacts of

COVID-19

on our mortality assumptions.

We also experienced lower than expected new claims incidence in our long-term care insurance business during

COVID-19.

However, we expected this to be a temporary reduction and that claims incidence experience would ultimately revert to

pre-pandemic

trends. We are seeing new claims incidence trending back to

pre-pandemic

levels. In addition, during the pandemic, a larger share of our claimants sought home care instead of facility-based care, and as the impacts of the pandemic subside, we have seen that trend reverse. Our long-term care insurance benefit utilization will be monitored so that we can evaluate any long-term impact emerging from the pandemic, although it is too early to tell the magnitude and/or direction of that impact.

While the longer-term impacts of

COVID-19

are very difficult to predict, the related outcomes and impact on our long-term care insurance business currently depend on the after-effects indirectly caused by the pandemic, including elevated inflation, the associated impacts to the cost of care and changes in policyholder behavior. We will continue to monitor

COVID-19

associated impacts and evaluate all of our assumptions that may need updating as a result of longer-term trends related to the pandemic. For our 2023 assumption updates, we will generally not include data after 2019 in setting any long-term assumptions, as we do not have sufficient information around longer-term effects of the pandemic, which is consistent with the approach for our 2022 assumptions.

In addition, average claim reserves for new claims are trending higher over time as the mix of claims continues to evolve, with an increasing number of policies with higher daily benefit amounts and higher inflation factors going on claim. Although new claim counts on our oldest long-term care insurance blocks of business will continue to decrease as the blocks run off, we are gaining more experience on our larger new blocks of business and fully expect continued overall growth in new claims as policyholders reach their peak claim years.

Results of our long-term care insurance business are also impacted by interest rates. Prior to the recent rise in interest rates beginning in 2022, historic low interest rates put pressure on the profitability and returns of our long-term care insurance business as higher-yielding investments matured and were replaced with lower-yielding investments. We have sought to manage the impact of low interest rates through asset-liability management, investment in alternative assets, including limited partnerships, as well as interest rate hedging strategies for a

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portion of our long-term care insurance product cash flows. In addition, rapidly rising interest rates have caused and may continue to cause increased unrealized losses on our investment portfolios and could have an adverse effect on our financial condition and results of operations, including the requirement to liquidate fixed-income investments in an unrealized loss position to satisfy claims obligations. In our long-term care insurance business, we also remeasure our liability for future policy benefits and related reinsurance recoverables at the

single-A

bond rate each quarter. As a result, our insurance liabilities are sensitive to movements in interest rates, which will likely result in continued volatility to our reserve balances and equity.

We believe that the MOVEit Cybersecurity Incident has not had any impact on any of our information systems, including our financial systems, and that there has not been any material interruption of our business operations. While we are continuing to measure the impact, including certain remediation expenses and other potential liabilities, we do not currently believe this incident will have a material adverse effect on our business, operations, or financial results. In addition, we do not use the MOVEit file transfer system, and PBI has informed us that it has rectified the vulnerability that allowed the incident.

Segment results of operations

Three Months Ended September 30, 2023 Compared to Three Months Ended September 30, 2022

The following table sets forth the results of operations relating to our Long-Term Care Insurance segment for the periods indicated:


	Three months ended September 30,						Increase (decrease) and percentage change
(Amounts in millions)	2023			2022			2023 vs. 2022
Revenues:
Premiums	$	621		$	637		$	(16	)	(3	)%
Net investment income		482			497			(15	)	(3	)%
Net investment gains (losses)		(21	)		(47	)		26		55	%

Total revenues		1,082			1,087			(5	)	—	%

Benefits and expenses:
Benefits and other changes in policy reserves		953			956			(3	)	—	%
Liability remeasurement (gains) losses		104			3			101		NM	(1)
Acquisition and operating expenses, net of deferrals		109			122			(13	)	(11	)%
Amortization of deferred acquisition costs and intangibles		17			19			(2	)	(11	)%

Total benefits and expenses		1,183			1,100			83		8	%

Loss from continuing operations before income taxes		(101	)		(13	)		(88	)	NM	(1)
Benefit for income taxes		(13	)		(1	)		(12	)	NM	(1)

Loss from continuing operations		(88	)		(12	)		(76	)	NM	(1)
Adjustments to loss from continuing operations:
Net investment (gains) losses		21			47			(26	)	(55	)%
Taxes on adjustments		(4	)		(9	)		5		56	%

Adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders	$	(71	)	$	26		$	(97	)	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

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legal settlement, higher claims and lower terminations in the current year. The adverse change was also attributable to lower net investment income in the current year, partially offset by an accrual for legal settlement costs of $16 million in the prior year that did not recur.

Revenues

Premiums decreased primarily driven by lower renewal premiums from policy terminations and policies entering

paid-up

status, partially offset by $11 million of higher premiums from newly implemented

in-force

rate actions in the current year.

Net investment income decreased largely from lower income from U.S. Government Treasury Inflation Protected Securities (“TIPS”) and limited partnerships, partially offset by higher investment yields and higher average invested assets in the current year.

For a discussion of the change in net investment gains (losses), see the comparison for this line item under “—Investments and Derivative Instruments.”

Benefits and expenses

The liability remeasurement loss in the current year was primarily due to adverse actual versus expected experience largely driven by timing impacts related to the second legal settlement, higher claims and lower terminations.

Acquisition and operating expenses, net of deferrals, decreased principally from a $20 million accrual for legal settlement costs in the prior year that did not recur, partially offset by higher operating costs in the current year.

Benefit for income taxes.

The effective tax rate was 14.0% and 6.6% for the three months ended September 30, 2023 and 2022, respectively. The increase in the effective tax rate was primarily attributable to tax expense on certain forward starting swap gains that are tax effected at the previously enacted federal income tax rate of 35% as they are amortized into net investment income in relation to the

pre-tax

loss in the current year.

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Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022

The following table sets forth the results of operations relating to our Long-Term Care Insurance segment for the periods indicated:


	Nine months ended September 30,						Increase (decrease) and percentage change
(Amounts in millions)	2023			2022			2023 vs. 2022
Revenues:
Premiums	$	1,848		$	1,861		$	(13	)	(1	)%
Net investment income		1,425			1,430			(5	)	—	%
Net investment gains (losses)		50			(1	)		51		NM	(1)

Total revenues		3,323			3,290			33		1	%

Benefits and expenses:
Benefits and other changes in policy reserves		2,838			2,823			15		1	%
Liability remeasurement (gains) losses		133			(62	)		195		NM	(1)
Acquisition and operating expenses, net of deferrals		336			313			23		7	%
Amortization of deferred acquisition costs and intangibles		53			56			(3	)	(5	)%

Total benefits and expenses		3,360			3,130			230		7	%

Income (loss) from continuing operations before income taxes		(37	)		160			(197	)	(123	)%
Provision for income taxes		15			46			(31	)	(67	)%

Income (loss) from continuing operations		(52	)		114			(166	)	(146	)%
Adjustments to income (loss) from continuing operations:
Net investment (gains) losses		(50	)		1			(51	)	NM	(1)
Expenses related to restructuring		—			1			(1	)	(100	)%
Taxes on adjustments		11			—			11		NM	(1)

Adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders	$	(91	)	$	116		$	(207	)	(178	)%

(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

The change to an adjusted operating loss in the current year from adjusted operating income in the prior year was primarily from an unfavorable change in liability remeasurement (gains) losses largely driven by timing impacts related to legal settlements, higher claims and lower terminations in the current year. The change was also attributable to less favorable cash flow assumption updates related to implementation timing and approval amounts of our

in-force

rate action plan and from higher operating costs in the current year.

Revenues

Premiums decreased primarily driven by lower renewal premiums from policy terminations and policies entering

paid-up

status, partially offset by $60 million of higher premiums from newly implemented

in-force

rate actions in the current year.

Net investment income decreased largely due to lower income from TIPS, partially offset by higher income from bank loans and higher average invested assets in the current year.

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For a discussion of the change in net investment gains (losses), see the comparison for this line item under “—Investments and Derivative Instruments.”

Benefits and expenses

Benefits and other changes in policy reserves increased primarily due to aging of the

in-force

block, including higher interest accretion, as well as higher loss adjustment expenses in the current year.

The liability remeasurement loss of $133 million in the current year was largely driven by adverse actual versus expected experience related to timing impacts from the second legal settlement, higher claims and lower terminations. This was partially offset by a favorable cash flow assumption update related to implementation timing and approval of our in-force rate action plan. The liability remeasurement gain of $62 million in the prior year resulted from favorable actual versus expected experience related to higher terminations, lower claims and timing impacts from the first legal settlement. The remeasurement gain in the prior year also included a favorable cash flow assumption update related to implementation timing and approval of our in-force rate action plan.

Acquisition and operating expenses, net of deferrals, increased principally from higher operating costs, partially offset by a lower accrual for legal settlement costs in the current year.

Provision for income taxes.

The effective tax rate was (39.2)% and 28.8% for the nine months ended September 30, 2023 and 2022, respectively. The decrease in the effective tax rate was primarily attributable to tax expense on certain forward starting swap gains that are tax effected at the previously enacted federal income tax rate of 35% as they are amortized into net investment income in relation to a

pre-tax

loss in the current year.

Long-Term Care Insurance selected operating performance measures

Under LDTI, we included expectations for benefit reductions related to

in-force

rate actions and legal settlements as well as settlement payments in our assumptions for the liability for future policy benefits, which have impacted and will continue to impact our reported U.S. GAAP financial results. There was no change in how we recognize premiums related to

in-force

rate actions due to the adoption of LDTI.

In the fourth quarter of 2022, our long-term care insurance business had a liability remeasurement gain of $255 million primarily from favorable assumption updates of $303 million, which reflected an expected reserve reduction, net of estimated settlement payments, attributable to the inclusion of the second legal settlement. This settlement primarily impacts older, unprofitable capped cohorts; therefore, it had an immediate impact to the fourth quarter of 2022 earnings. In contrast to our second legal settlement, when we update our assumptions for our third legal settlement in the fourth quarter of 2023, any changes would have a muted income statement impact because this settlement impacts profitable uncapped cohorts. We have experienced and may continue to experience quarterly fluctuations in earnings related to the legal settlements to the extent actual experience deviates from our assumptions. However, we expect the legal settlements to result in an overall net favorable economic impact to our long-term care insurance business as they reduce tail risk on these long-duration liabilities.

Under LDTI, we elected to update the net premium ratio quarterly for actual versus expected experience; therefore, forecasted cash flow assumptions will be replaced with actual cash flows each quarter with any difference recorded in net income (loss). As a result, variances between actual experience and our expectations for benefit reductions and settlement payments will be reflected in liability remeasurement (gains) losses in our operating results on a quarterly basis.

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Remeasurement (gains) losses

The following table sets forth the

pre-tax

components of the liability remeasurement (gains) losses for the periods indicated:


	Three months ended September 30,						(Increase) decrease and percentage change				Nine months ended September 30,						(Increase) decrease and percentage change
(Amounts in millions)	2023			2022			2023 vs. 2022				2023			2022			2023 vs. 2022
Cash flow assumption updates	$	(6	)	$	(10	)	$	4	40	%	$	(9	)	$	(32	)	$	23	72	%
Actual to expected experience		110			13			97	NM	(1)		142			(30	)		172	NM	(1)

Total liability remeasurement (gains) losses	$	104		$	3		$	101	NM	(1)	$	133		$	(62	)	$	195	NM	(1)

(1)	We define “NM” as not meaningful for increases or decreases greater than 200%.

For a discussion of the change in liability remeasurement (gains) losses, see the comparison for this line item above in “—Segment results of operations.”

In-force

rate actions

The following table sets forth filing approvals as part of our multi-year

in-force

rate action plan for the periods indicated:


	Three months ended September 30,						Nine months ended September 30,
(Dollar amounts in millions)	2023			2022			2023			2022
State filings approved		27			24			88			95
Impacted in-force premiums	$	150		$	123		$	528		$	610
Weighted-average percentage rate increase approved		56	%		38	%		43	%		33	%
Gross incremental premiums approved	$	83		$	47		$	227		$	200

During the nine months ended September 30, 2023, we also submitted 104 new filings on approximately $705 million in annualized

in-force

premiums.

The approval process for

in-force

rate actions and the amount and timing of the premium rate increases and associated benefit reductions approved vary by state. In certain states, the decision to approve or disapprove a rate increase can take a significant amount of time, and the approved amount may be phased in over time. After 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 continue to work closely with the NAIC and state regulators to demonstrate the broad-based need for actuarially justified rate increases in order to pay future claims. Because obtaining actuarially justified rate increases and associated benefit reductions is important to our ability to pay future claims, we will consider litigation against states that decline to approve those actuarially justified rate increases. In January 2022, we began litigation with two states that have refused to approve actuarially justified rate increases.

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Life and Annuities segment

Trends and conditions

Many factors can affect the results of our life insurance and annuity products, as further discussed below. 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 life insurance and annuity products. Even small changes in assumptions or small deviations of actual experience from assumptions could have, and in the past have had, material impacts on our reserve levels, results of operations and financial condition. Results of our life insurance and annuity products depend significantly upon the extent to which our actual future experience is consistent with assumptions and methodologies we have used in calculating our reserves. We no longer solicit sales of traditional life insurance and annuity products; however, we continue to service our existing retained and reinsured blocks of business.

We complete the required annual review of our cash flow assumptions, including mortality and lapse, among other assumptions, for our life insurance and annuity products in the fourth quarter of each year. Our 2023 assumption review will consider trends during the pandemic years, but any proposed updates to long-term assumptions will generally exclude or adjust experience data after 2019, as we do not have sufficient information around the long-term effects of COVID-19. However, we will assess near-term trends together with our review of long-term care insurance mortality as we continue to evaluate the long-term implications of COVID-19. Any materially adverse changes to our assumptions could have a materially negative impact on our results of operations, financial condition and business.

Results of our life insurance and annuity products are also impacted by interest rates. Prior to the recent rise in interest rates beginning in 2022, historic low interest rates put pressure on the profitability and returns of our life insurance and annuity products as higher-yielding investments matured and were replaced with lower-yielding investments. We have sought to manage the impact of low interest rates through asset-liability management. Additionally, certain products have implicit and explicit rate guarantees or optionality that are significantly impacted by changes in interest rates. During periods of increasing market interest rates, we may increase crediting rates on

in-force

universal life insurance and fixed annuity products to remain competitive in the marketplace. In addition, rapidly rising interest rates have caused and may continue to cause increased unrealized losses on our investment portfolios, increased policy surrenders, withdrawals from life insurance policies and annuity contracts and requests for policy loans, as policyholders and contractholders shift assets into higher-yielding investments. Increases in crediting rates, as well as surrenders and withdrawals, could have an adverse effect on our financial condition and results of operations, including the requirement to liquidate fixed-income investments in an unrealized loss position to satisfy surrenders or withdrawals. For a further discussion of the impact of interest rates on our life insurance and annuity products, see “Item 7A—Quantitative and Qualitative Disclosures About Market Risk” in our 2022 Annual Report on Form

10-K.

For a discussion of our assessment of the impacts of the MOVEit Cybersecurity Incident on our business, see “Long-Term Care Insurance segment—Trends and conditions.”

Life insurance

Results of our life insurance products are impacted primarily by mortality, persistency, investment yields, expenses, reinsurance and statutory reserve requirements, among other factors.

Mortality levels may deviate each period from historical trends. Overall mortality experience was favorable for the third quarter of 2023 compared to the third quarter of 2022 but was slightly less favorable than the second quarter of 2023. In our life insurance products,

COVID-19

deaths have continued to significantly decline during 2023 from the levels in 2022. We have experienced unfavorable mortality compared to our then-current and

priced-for

assumptions in recent years for our universal life insurance block. We have also been experiencing

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higher mortality related charges resulting in an increase in rates charged by our reinsurance partners reflecting natural block aging and unfavorable mortality compared to expectations.

We regularly review our assumptions in light of emerging experience and trends. In the fourth quarter of 2022, we made favorable cash flow assumption updates of $37 million in our universal and term universal life insurance products primarily related to higher interest rates. In connection with our 2023 review of our cash flow assumptions, we are currently considering updates to lapses and mortality, including mortality improvement. We have been monitoring lapse experience particularly in our universal life insurance products with secondary guarantees, consistent with others in the industry. However, given the relatively small size and characteristics of our closed block, any impact would likely be smaller relative to others in the industry with larger blocks. Our mortality experience for older ages has also been emerging and we have continued to monitor trends in mortality improvement. While our reviews are still underway and not yet complete, the life insurance assumption updates we are considering in aggregate could pressure our results in the fourth quarter of 2023.

Our universal life insurance products with secondary guarantees are subject to additional reserves on a statutory basis using a regulatory prescribed reinvestment rate. Given the increase in rates, we currently anticipate a favorable benefit from the reinvestment rate. From a statutory income perspective, we believe the favorable benefit from the reinvestment rate will help offset any potential negative assumption updates. Our statutory reviews are still underway and not yet complete, and we plan to report the outcome of these reviews in connection with our release of our fourth quarter of 2023 financial results.

Fixed annuities

Results of our fixed annuity products 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 and expense and commission levels.

We monitor and change crediting rates on fixed deferred annuities on a regular basis to maintain spreads and targeted returns, if applicable. However, we have seen and could continue to see declines in our fixed annuity spreads and margins as interest rates change, depending on the severity of the change.

As part of our fourth quarter of 2023 review of our cash flow assumptions, we are monitoring mortality and lapse assumptions in our fixed annuity products. Our lapse experience in the higher interest rate environment and after the banking disruption in early 2023 has been emerging. Any materially adverse changes to our assumptions could have a materially negative impact on our results of operations, financial condition and business.

For fixed indexed annuities, equity market and interest rate performance and volatility could also result in additional gains or losses, although associated hedging activities are expected to partially mitigate these impacts.

Variable annuities

Results of our variable annuity products are affected primarily by investment performance, interest rate levels, the slope of the interest rate yield curve, net interest spreads, equity market conditions, mortality, surrenders and scheduled maturities. In addition, the results of our variable annuity products can significantly impact our regulatory capital requirements, distributable earnings and liquidity. We use hedging strategies as well as liquidity planning and asset-liability management to help mitigate the impacts. In addition, we have used reinsurance to help mitigate volatility in our variable annuity results.

Equity market volatility and interest rate movements have 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 these products although associated hedging activities are expected to partially mitigate these impacts.

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Segment results of operations

Three Months Ended September 30, 2023 Compared to Three Months Ended September 30, 2022

The following table sets forth the results of operations relating to our Life and Annuities segment for the periods indicated:


	Three months ended September 30,						Increase (decrease) and percentage change
(Amounts in millions)	2023			2022			2023 vs. 2022
Revenues:
Premiums	$	48		$	55		$	(7	)	(13	)%
Net investment income		261			271			(10	)	(4	)%
Net investment gains (losses)		(18	)		(15	)		(3	)	(20	)%
Policy fees and other income		158			169			(11	)	(7	)%

Total revenues		449			480			(31	)	(6	)%

Benefits and expenses:
Benefits and other changes in policy reserves		229			247			(18	)	(7	)%
Liability remeasurement (gains) losses		12			14			(2	)	(14	)%
Changes in fair value of market risk benefits and associated hedges		(24	)		(27	)		3		11	%
Interest credited		127			128			(1	)	(1	)%
Acquisition and operating expenses, net of deferrals		54			57			(3	)	(5	)%
Amortization of deferred acquisition costs and intangibles		45			57			(12	)	(21	)%

Total benefits and expenses		443			476			(33	)	(7	)%

Income from continuing operations before income taxes		6			4			2		50	%
Provision for income taxes		1			—			1		NM	(1)

Income from continuing operations		5			4			1		25	%
Adjustments to income from continuing operations:
Net investment (gains) losses		18			15			3		20	%
Changes in fair value of market risk benefits attributable to interest rates, equity markets and associated hedges (2)		(26	)		(32	)		6		19	%
Pension plan termination costs		—			6			(6	)	(100	)%
Taxes on adjustments		—			1			(1	)	(100	)%

Adjusted operating loss available to Genworth Financial, Inc.’s common stockholders	$	(3	)	$	(6	)	$	3		50	%

(1)	We define “NM” as not meaningful for increases or decreases greater than 200%.

(2)	For the three months ended September 30, 2023 and 2022, changes in fair value of market risk benefits and associated hedges were adjusted to exclude changes in reserves, attributed fees and benefit payments of $(2) million and $(5) million, respectively.

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The following table sets forth adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders for the products included in our Life and Annuities segment for the periods indicated:


	Three months ended September 30,						Increase (decrease) and percentage change
(Amounts in millions)	2023			2022			2023 vs. 2022
Adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders:
Life insurance	$	(25	)	$	(28	)	$	3		11	%
Fixed annuities		17			15			2		13	%
Variable annuities		5			7			(2	)	(29	)%

Total adjusted operating loss available to Genworth Financial, Inc.’s common stockholders	$	(3	)	$	(6	)	$	3		50	%

Adjusted operating loss available to Genworth Financial, Inc.’s common stockholders

•

The adjusted operating loss in our life insurance products decreased primarily due to favorable mortality experience and lower DAC amortization, partially offset by higher liability remeasurement losses largely related to a voluntary recapture of previously ceded reinsurance in the current year.

•

Adjusted operating income in our fixed annuity products increased mainly from favorable mortality in our fixed payout annuity products, partially offset by lower net spreads primarily related to block runoff in the current year.

•

Adjusted operating income in our variable annuity products decreased predominantly due to a decline in fee income driven by lower account value in the current year.

Revenues

Premiums

. The decrease was driven by our life insurance products largely due to the continued runoff of our

in-force

blocks, partially offset by lower ceded premiums in the current year.

Net investment income

The decrease was primarily attributable to lower average invested assets driven mostly by block runoff in our fixed annuity products in the current year.

Net investment gains (losses)

. For a 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

The decrease was related to our life insurance products driven mostly by lower product charges due to the runoff of our

in-force

blocks and from lower fee income due mostly to a decline in average account value in our variable annuity products in the current year.

Benefits and expenses

Benefits and other changes in policy reserves

•

Our life insurance products decreased $13 million primarily from favorable mortality in our universal life insurance products, partially offset by lower lapses in our term life insurance products in the current year.

•

Our fixed annuity products decreased $6 million largely from favorable mortality in the current year.

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Liability remeasurement (gains) losses

•

The liability remeasurement gain in our fixed annuity products increased $8 million primarily due to favorable mortality compared to expectations in the current year.

•

The liability remeasurement loss in our life insurance products increased $6 million driven mostly by higher projected benefits as compared to prior expectations due largely to a voluntary recapture of previously ceded reinsurance, partially offset by favorable mortality in the current year.

Changes in fair value of market risk benefits and associated hedges

•

Our variable annuity products had an unfavorable variance of $6 million primarily attributable to higher derivative losses and a less favorable impact from interest rate increases, partially offset by a less unfavorable equity market impact in the current year.

•

Our fixed annuity products had a favorable variance of $3 million primarily driven by higher interest rates in the current year.

Amortization of deferred acquisition costs and intangibles.

The decrease was primarily related to our life insurance products largely due to higher lapses in the prior year as our

20-year

level premium period business written in 2002 entered its post-level premium period.

Provision for income taxes.

The effective tax rate was 16.8% and (8.4)% for the three months ended September 30, 2023 and 2022, respectively. The increase in the effective tax rate was primarily attributable to tax benefits from tax favored items in relation to

pre-tax

income in the current year.

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Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022

The following table sets forth the results of operations relating to our Life and Annuities segment for the periods indicated:


	Nine months ended September 30,						Increase (decrease) and percentage change
(Amounts in millions)	2023			2022			2023 vs. 2022
Revenues:
Premiums	$	160		$	189		$	(29	)	(15	)%
Net investment income		786			815			(29	)	(4	)%
Net investment gains (losses)		(35	)		(1	)		(34	)	NM	(1)
Policy fees and other income		486			502			(16	)	(3	)%

Total revenues		1,397			1,505			(108	)	(7	)%

Benefits and expenses:
Benefits and other changes in policy reserves		715			394			321		81	%
Liability remeasurement (gains) losses		38			39			(1	)	(3	)%
Changes in fair value of market risk benefits and associated hedges		(26	)		(48	)		22		46	%
Interest credited		379			379			—		—	%
Acquisition and operating expenses, net of deferrals		158			550			(392	)	(71	)%
Amortization of deferred acquisition costs and intangibles		140			186			(46	)	(25	)%

Total benefits and expenses		1,404			1,500			(96	)	(6	)%

Income (loss) from continuing operations before income taxes		(7	)		5			(12	)	NM	(1)
Benefit for income taxes		(3	)		(1	)		(2	)	(200	)%

Income (loss) from continuing operations		(4	)		6			(10	)	(167	)%
Adjustments to income (loss) from continuing operations:
Net investment (gains) losses		35			1			34		NM	(1)
Changes in fair value of market risk benefits attributable to interest rates, equity markets and associated hedges (2)		(35	)		(78	)		43		55	%
Pension plan termination costs		—			6			(6	)	(100	)%
Taxes on adjustments		(1	)		14			(15	)	(107	)%

Adjusted operating loss available to Genworth Financial, Inc.’s common stockholders	$	(5	)	$	(51	)	$	46		90	%

(1)	We define “NM” as not meaningful for increases or decreases greater than 200%.

(2)	For the nine months ended September 30, 2023 and 2022, changes in fair value of market risk benefits and associated hedges were adjusted to exclude changes in reserves, attributed fees and benefit payments of $(9) million and $(30) million, respectively.

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	Nine months ended September 30,						Increase (decrease) and percentage change
(Amounts in millions)	2023			2022			2023 vs. 2022
Adjusted operating income (loss) available to Genworth Financial, Inc.’s common stockholders:
Life insurance	$	(69	)	$	(112	)	$	43		38	%
Fixed annuities		41			48			(7	)	(15	)%
Variable annuities		23			13			10		77	%

Total adjusted operating loss available to Genworth Financial, Inc.’s common stockholders	$	(5	)	$	(51	)	$	46		90	%

Adjusted operating loss available to Genworth Financial, Inc.’s common stockholders

•

The adjusted operating loss in our life insurance products decreased largely from lower DAC amortization related to higher lapse in the prior year and from favorable mortality experience in the current year as the

COVID-19

impacts subsided. In addition, the prior year included a $20 million legal settlement expense that did not recur. These favorable developments were partially offset by lower premiums reflecting runoff of our

in-force

blocks in the current year.

•

Adjusted operating income in our fixed annuity products decreased mainly attributable to lower net spreads primarily related to block runoff, partially offset by favorable mortality experience in the current year.

•

Adjusted operating income in our variable annuity products increased predominantly due to aging of our

in-force

block, partially offset by a decrease in fee income driven by lower account value in the current year.

Revenues

Premiums

. The decrease was driven by our life insurance products largely due to the continued runoff of our

in-force

blocks in the current year.

Net investment income

The decrease was primarily attributable to lower average invested assets driven mostly by block runoff in our fixed annuity products in the current year.

Net investment gains (losses)

. For a 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.

The decrease was principally from lower fee income due mostly to a decline in average account value in our variable annuity products and from lower product charges in our life insurance products due to the runoff of our

in-force

blocks in the current year.

Benefits and expenses

Benefits and other changes in policy reserves

•

Our fixed annuity products increased $354 million primarily from lower assumed reserves in the prior year as a result of a third-party recapture of $372 million of certain single premium immediate annuity contracts, partially offset by favorable mortality in the current year.

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•

Our life insurance products decreased $37 million primarily from favorable mortality in the current year, partially offset by an unfavorable change in reserves reflecting prior year term lapse experience.

Changes in fair value of market risk benefits and associated hedges

•

Our fixed annuity products had an unfavorable variance of $26 million primarily attributable to lower interest rates, partially offset by favorable equity market impacts in the current year.

•

Our variable annuity products had a favorable variance of $4 million principally driven by favorable equity market impacts as well as lower attributed fees and higher benefit payments due to aging of our

in-force

block, partially offset by higher derivative losses in the current year.

Acquisition and operating expenses, net of deferrals

•

Our fixed annuity products decreased $364 million primarily due to a payment of $365 million in the prior year related to the recapture of certain single premium immediate annuity contracts by a third party.

•

Our life insurance products decreased $22 million primarily due to a legal settlement expense of $25 million and pension plan termination costs of $6 million in the prior year that did not recur. These decreases were partially offset by higher operating expenses in the current year, including costs associated with an outsourcing arrangement.

Amortization of deferred acquisition costs and intangibles.

The decrease was primarily related to our life insurance products largely due to higher lapses in the prior year as our

20-year

level premium period business written in 2002 entered its post-level premium period.

Benefit for income taxes.

The effective tax rate was 35.6% and (33.3)% for the nine months ended September 30, 2023 and 2022, respectively. The increase in the effective tax rate was primarily attributable to tax benefits from tax favored items in relation to a

pre-tax

loss in the current year.

Life and Annuities selected operating performance measures

Life insurance

The following table sets forth selected operating performance measures regarding our life insurance products as of the dates indicated:


	September 30,				Increase (decrease) and percentage change
(Amounts in millions)	2023		2022		2023 vs. 2022
Term and whole life insurance
Life insurance in-force, net of reinsurance	$	45,353	$	50,916	$	(5,563	)	(11	)%
Life insurance in-force, before reinsurance	$	277,479	$	308,153	$	(30,674	)	(10	)%
Term universal life insurance
Life insurance in-force, net of reinsurance	$	90,820	$	94,151	$	(3,331	)	(4	)%
Life insurance in-force, before reinsurance	$	91,421	$	94,773	$	(3,352	)	(4	)%
Universal life insurance
Life insurance in-force, net of reinsurance	$	29,299	$	30,094	$	(795	)	(3	)%
Life insurance in-force, before reinsurance	$	32,572	$	33,995	$	(1,423	)	(4	)%

We no longer solicit sales of our traditional life insurance products; however, we continue to service our existing blocks of business. The decrease in insurance

in-force

in our life insurance products reflects the continued runoff of our

in-force

blocks.

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Corporate and Other

Results of operations

Three Months Ended September 30, 2023 Compared to Three Months Ended September 30, 2022

The following table sets forth the results of operations relating to Corporate and Other for the periods indicated:


	Three months ended September 30,						Increase (decrease) and percentage change
(Amounts in millions)	2023			2022			2023 vs. 2022
Revenues:
Premiums	$	3		$	2		$	1		50	%
Net investment income		3			1			2		200	%
Net investment gains (losses)		(4	)		4			(8	)	(200	)%
Policy fees and other income		(1	)		(1	)		—		—	%

Total revenues		1			6			(5	)	(83	)%

Benefits and expenses:
Benefits and other changes in policy reserves		(1	)		(4	)		3		75	%
Acquisition and operating expenses, net of deferrals		13			11			2		18	%
Interest expense		17			14			3		21	%

Total benefits and expenses		29			21			8		38	%

Loss from continuing operations before income taxes		(28	)		(15	)		(13	)	(87	)%
Provision (benefit) for income taxes		(6	)		2			(8	)	NM	(1)

Loss from continuing operations		(22	)		(17	)		(5	)	(29	)%
Adjustments to loss from continuing operations:
Net investment (gains) losses		4			(4	)		8		200	%
(Gains) losses on early extinguishment of debt		—			3			(3	)	(100	)%

Adjusted operating loss available to Genworth Financial, Inc.’s common stockholders	$	(18	)	$	(18	)	$	—		—	%

(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

Revenues

For a discussion of the change in net investment gains (losses), see the comparison for this line item under “—Investments and Derivative Instruments.”

Benefits and expenses

Benefits and other changes in policy reserves increased primarily related to inter-segment transactions in the current year.

Acquisition and operating expenses, net of deferrals, increased primarily from higher expenses related to CareScout growth initiatives and higher employee-related expenses in the current year, partially offset by a loss of $3 million in the prior year related to the early redemption of Genworth Holdings’ 2024 Notes that did not recur.

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Interest expense increased largely driven by a higher floating rate of interest on Genworth Holdings’ 2066 Notes in the current year, partially offset by the early redemption of Genworth Holdings’ 2024 Notes in the prior year.

The benefit for income taxes for the three months ended September 30, 2023 was primarily related to the

pre-tax

loss. The provision for income taxes for the three months ended September 30, 2022 was largely related to tax expense on certain forward starting swap gains that are tax effected at the previously enacted federal income tax rate of 35% as they are amortized into net investment income, partially offset by a tax benefit related to the

pre-tax

loss.

Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022

The following table sets forth the results of operations relating to Corporate and Other for the periods indicated:


	Nine months ended September 30,						Increase (decrease) and percentage change
(Amounts in millions)	2023			2022			2023 vs. 2022
Revenues:
Premiums	$	7		$	5		$	2		40	%
Net investment income		11			4			7		175	%
Net investment gains (losses)		(17	)		6			(23	)	NM	(1)
Policy fees and other income		(1	)		—			(1	)	NM	(1)

Total revenues		—			15			(15	)	(100	)%

Benefits and expenses:
Benefits and other changes in policy reserves		(6	)		(11	)		5		45	%
Acquisition and operating expenses, net of deferrals		44			30			14		47	%
Interest expense		49			40			9		23	%

Total benefits and expenses		87			59			28		47	%

Loss from continuing operations before income taxes		(87	)		(44	)		(43	)	(98	)%
Benefit for income taxes		(15	)		—			(15	)	NM	(1)

Loss from continuing operations		(72	)		(44	)		(28	)	(64	)%
Adjustments to loss from continuing operations:
Net investment (gains) losses		17			(6	)		23		NM	(1)
(Gains) losses on early extinguishment of debt		(1	)		7			(8	)	(114	)%
Expenses related to restructuring		4			—			4		NM	(1)
Taxes on adjustments		(4	)		—			(4	)	NM	(1)

Adjusted operating loss available to Genworth Financial, Inc.’s common stockholders	$	(56	)	$	(43	)	$	(13	)	(30	)%

(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 increased primarily from higher expenses related to CareScout growth initiatives and higher interest expense, partially offset by higher net investment income and lower tax expense on certain forward starting swap gains in the current year.

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Revenues

Net investment income increased largely from higher investment yields and higher average invested assets in the current year.

For a discussion of the change in net investment gains (losses), see the comparison for this line item under “—Investments and Derivative Instruments.”

Benefits and expenses

Benefits and other changes in policy reserves increased primarily related to inter-segment transactions in the current year.

Acquisition and operating expenses, net of deferrals, increased primarily from higher expenses related to CareScout growth initiatives and higher employee-related expenses, including $4 million of restructuring costs in the current year. These increases were partially offset by a gain of $1 million in the current year compared to losses of $7 million in the prior year related to the repurchase and early redemption of Genworth Holdings’ senior notes.

The benefit for income taxes for the nine months ended September 30, 2023 was primarily related to the

pre-tax

loss, partially offset by

non-deductible

expenses. The tax benefit related to the

pre-tax

loss for the nine months ended September 30, 2022 was offset by tax expense on certain forward starting swap gains that are tax effected at the previously enacted federal income tax rate of 35% as they are amortized into net investment income and

non-deductible

expenses.

Investments and Derivative Instruments

General macroeconomic environment

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 the value of assets and liabilities.

Varied levels of economic performance, coupled with uncertain economic outlooks, war and geopolitical tensions, changes in government policy, including monetary policy, global trade, regulatory and tax reforms, and other changes in market conditions, such as inflation and banking industry disruptions, 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 could be impacted going forward. In particular, government responses and displacements caused by

COVID-19,

persistent elevated inflation, monetary policies (such as the U.S. Federal Reserve’s quantitative tightening), the volatility and strength of the capital markets, changes in tax policy and/or in U.S. tax legislation, high commodity costs, including the price of oil, international trade and the impact of global financial regulation reform will continue to affect economic and business outlooks, level of interest rates, consumer confidence and consumer behavior moving forward.

During the third quarter of 2023, the U.S. Federal Reserve continued to address elevated inflation by increasing interest rates. The U.S. Federal Reserve increased interest rates by 25 basis points at its July 2023 meeting, bringing the upper end of the target range to the highest level since 2001, but held rates steady at its September and November 2023 meetings as it continues to monitor economic activity and inflation. The U.S. consumer price index increased from the second quarter of 2023 while core inflation, which excludes the food and energy sectors, continued to decline from the second quarter of 2023, although it remained at elevated levels

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compared to the U.S. Federal Reserve’s target inflation rate of 2%. Labor markets remained tight and contributed to elevated inflation in the third quarter of 2023 with real wage growth continuing to decline but job creation exceeding market expectations.

Direct market pressures caused by the sudden disruption of the banking sector in the first quarter of 2023 continued to ease in the third quarter of 2023. Silicon Valley Bank and Signature Bank, which were each taken into receivership by the Federal Deposit Insurance Corporation (“FDIC”), contributed to deposit outflows and pressure on share prices for other small regional banks in the United States in the first quarter of 2023. In the second quarter of 2023, these pressures contributed to First Republic Bank also being taken into receivership by the FDIC and subsequently sold to JPMorgan Chase & Co. While bank deposits began to stabilize in the third quarter of 2023, the long-term impacts of these banking sector disruptions on the broader economy remain uncertain and concerns remain elevated regarding tighter bank lending standards, increased capital requirements for regional banks and the subsequent negative impacts to commercial real estate financing conditions.

Although our overall exposure to recently closed financial institutions has been limited to date, to the extent banks and other financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, it could negatively affect the value of our investment portfolio or our liquidity if it hinders our ability to access or monetize our existing cash, cash equivalents or investment portfolio. While our business and balance sheet differ substantially from banking institutions that have been the focus of the greatest scrutiny, the operating environment and public trading prices of financial services sector securities can be highly correlated, in particular in times of stress, which may adversely affect the trading price of our common stock and potentially our results of operations.

Given the persistent elevated inflation, evolving U.S. Federal Reserve monetary policy, uncertainty regarding the impacts of the disruption in the banking sector and prolonged geopolitical tensions, including escalating tensions and conflicts in the Middle East, it is possible the U.S. economy could fall into a recession in early 2024. Specific to Genworth, we continue to closely monitor the operating results and financial position of Enact Holdings, particularly related to emerging housing trends. If housing trends move in an unfavorable direction in contrast to our current projections, our liquidity, financial position and results of operations could be adversely impacted.

Trends and conditions

Investments

U.S. Treasury yields continued to increase during the third quarter of 2023 as the U.S. Federal Reserve maintained a restrictive monetary policy. The

ten-year

U.S. Treasury yield rose to its highest level since 2007, and although the

two-year

U.S. Treasury yield also increased and remained above the

ten-year

U.S. Treasury yield, the differential between the

two-year

yield and the

ten-year

yield declined from the second quarter of 2023. Following strong performance in the second quarter of 2023, credit market performance remained resilient as macroeconomic data continued to support market optimism for a soft economic landing. Credit spreads ended the third quarter of 2023 flat compared to the second quarter of 2023 and remained below first half of 2023 levels. Corporate borrowers in both the investment grade and below investment grade markets maintained consistent access to capital markets, with a significant increase in below investment grade issuances through the end of the third quarter of 2023 relative to the same period last year.

We continue to closely monitor our exposure to regional banks and commercial real estate in our investment portfolio. We have no exposure to Silicon Valley Bank or Signature Bank. At this time, we believe our investment portfolio is well positioned and any risks to valuations as a result of the pressures in the regional banking system and commercial real estate are manageable.

As of September 30, 2023, our fixed maturity securities portfolio, which was 96% investment grade, comprised 75% of our total invested assets and cash.

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Derivatives

As of September 30, 2023, $1.3 billion notional of our derivatives portfolio was cleared through the Chicago Mercantile Exchange (“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 September 30, 2023, we posted initial margin of $92 million to our clearing agents, which represented $46 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. As of September 30, 2023, $11.0 billion notional of our derivatives portfolio was in bilateral

over-the-counter

derivative transactions pursuant to which we have posted aggregate independent amounts of $477 million and are holding collateral from counterparties in the amount of $15 million.

In July 2017, the United Kingdom Financial Conduct Authority announced its intention to transition away from London Interbank Offered Rate (“LIBOR”), with its full elimination to occur after 2021. The LIBOR tenors, such as the three-month LIBOR, had various

phase-out

dates with the last committed publication date of June 30, 2023. In December 2022, the Board of Governors of the Federal Reserve System adopted a final rule, which became effective on February 27, 2023. The final rule established benchmark rates, based on the Secured Overnight Financing Rate (“SOFR”), to replace LIBOR after its elimination on June 30, 2023. SOFR is calculated and published by the New York Federal Reserve Bank and reflects the combination of three overnight U.S. Treasury Repo Rates. The rate is different from LIBOR, in that it is a risk-free rate, is backward-looking instead of forward-looking, is a secured rate and currently is available primarily as an overnight rate rather than a

one-,

three- or

six-month

rate available for LIBOR.

Since the initial announcement, we have terminated our LIBOR-based swaps and entered into alternative rate swaps. In addition, the designated SOFR benchmark rate replaced the current contractual three-month LIBOR rate applied to Genworth Holdings’ 2066 Notes during the third quarter of 2023. See “—Liquidity and Capital Resources—Capital resources and financing activities” for additional information. We do not expect a material adverse impact on our results of operations or financial condition from the transition away from LIBOR.

Investment results

The following 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 September 30,												Increase (decrease)
	2023						2022						2023 vs. 2022
(Amounts in millions)	Yield			Amount			Yield			Amount			Yield			Amount
Fixed maturity securities—taxable		4.5	%	$	559			4.5	%	$	576			—	%	$	(17	)
Fixed maturity securities—non-taxable		5.6	%		1			7.1	%		2			(1.5	)%		(1	)
Equity securities		1.1	%		1			4.6	%		3			(3.5	)%		(2	)
Commercial mortgage loans		4.5	%		76			4.6	%		81			(0.1	)%		(5	)
Policy loans		10.3	%		58			10.2	%		55			0.1	%		3
Limited partnerships (1)		4.7	%		31			7.0	%		38			(2.3	)%		(7	)
Other invested assets (2)		48.3	%		69			57.0	%		67			(8.7	)%		2
Cash, cash equivalents, restricted cash and short-term investments		5.3	%		28			1.7	%		7			3.6	%		21

Gross investment income before expenses and fees		5.1	%		823			5.1	%		829			—	%		(6	)
Expenses and fees		(0.1	)%		(22	)		(0.1	)%		(21	)		—	%		(1	)

Net investment income		5.0	%	$	801			5.0	%	$	808			—	%	$	(7	)

Average invested assets and cash				$	64,622					$	65,033					$	(411	)

(1)	Limited partnership investments are primarily equity-based and do not have fixed returns by period.

(2)	Investment income for other invested assets includes amortization of terminated cash flow hedges, which have no corresponding book value within the yield calculation.

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	Nine months ended September 30,												Increase (decrease)
	2023						2022						2023 vs. 2022
(Amounts in millions)	Yield			Amount			Yield			Amount			Yield			Amount
Fixed maturity securities—taxable		4.5	%	$	1,687			4.5	%	$	1,734			—	%	$	(47	)
Fixed maturity securities—non-taxable		5.1	%		3			4.8	%		4			0.3	%		(1	)
Equity securities		2.2	%		6			3.9	%		7			(1.7	)%		(1	)
Commercial mortgage loans		4.4	%		227			4.6	%		240			(0.2	)%		(13	)
Policy loans		10.1	%		167			9.9	%		156			0.2	%		11
Limited partnerships (1)		4.0	%		76			5.0	%		77			(1.0	)%		(1	)
Other invested assets (2)		50.3	%		207			60.9	%		196			(10.6	)%		11
Cash, cash equivalents, restricted cash and short-term investments		4.7	%		68			0.7	%		8			4.0	%		60

Gross investment income before expenses and fees		5.0	%		2,441			4.9	%		2,422			0.1	%		19
Expenses and fees		(0.1	)%		(68	)		(0.1	)%		(63	)		—	%		(5	)

Net investment income		4.9	%	$	2,373			4.8	%	$	2,359			0.1	%	$	14

Average invested assets and cash				$	64,695					$	65,214					$	(519	)

(1)	Limited partnership investments are primarily equity-based and do not have fixed returns by period.

(2)	Investment income for other invested assets includes amortization of terminated cash flow hedges, which have no corresponding book value within the yield calculation.

Yields are based on net investment income as reported under U.S. GAAP and are consistent with how we measure our 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 securities, derivatives and derivative counterparty collateral, which exclude unrealized fair value adjustments.

For the three months ended September 30, 2023, gross annualized weighted-average investment yields were unchanged as lower investment income was offset by lower average invested assets. Net investment income included $16 million of lower income related to inflation-driven volatility on TIPS and $7 million of lower limited partnership income. We experienced higher returns on our short-term investments mainly due to higher interest rates in the current year.

For the nine months ended September 30, 2023, gross annualized weighted-average investment yields increased from higher investment income on lower average invested assets. Net investment income included higher returns on our short-term investments mainly due to higher interest rates and $15 million of higher income from bank loans, partially offset by $41 million of lower income related to inflation-driven volatility on TIPS and $20 million of lower bond calls and commercial mortgage loan prepayments.

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


	Three months ended September 30,						Nine months ended September 30,
(Amounts in millions)	2023			2022			2023			2022
Realized investment gains (losses):
Available-for-sale fixed maturity securities:
Realized gains	$	5		$	11		$	26		$	26
Realized losses		(16	)		(38	)		(83	)		(65	)

Net realized gains (losses) on available-for-sale fixed maturity securities		(11	)		(27	)		(57	)		(39	)
Net realized gains (losses) on equity securities sold		—			—			(1	)		—
Net realized gains (losses) on limited partnerships		—			—			—			—

Total net realized investment gains (losses)		(11	)		(27	)		(58	)		(39	)

Net change in allowance for credit losses on available-for-sale fixed maturity securities		(2	)		—			(6	)		—
Write-down of available-for-sale fixed maturity securities		—			—			(1	)		(2	)
Net unrealized gains (losses) on equity securities still held		(12	)		(14	)		20			(46	)
Net unrealized gains (losses) on limited partnerships		14			(24	)		54			35
Commercial mortgage loans		(1	)		—			(3	)		3
Derivative instruments		(28	)		7			(17	)		44
Other		(3	)		—			(4	)		8

Net investment gains (losses)	$	(43	)	$	(58	)	$	(15	)	$	3

Three Months Ended September 30, 2023 Compared to Three Months Ended September 30, 2022

•

We recorded $16 million of lower net losses related to the sale of

available-for-sale

fixed maturity securities in the current year. The three months ended September 30, 2022 included $38 million of realized losses primarily driven by sales of U.S. corporate securities to manage asset exposure.

•

The three months ended September 30, 2023 included $14 million of net unrealized gains on limited partnerships from favorable private equity market performance compared to $24 million of net unrealized losses during the three months ended September 30, 2022 from unfavorable private equity market performance.

•

Net investment losses related to derivatives of $28 million during the three months ended September 30, 2023 were primarily associated with losses from forward bond purchase commitments and on hedging programs that support our fixed indexed annuity products.

Net investment gains related to derivatives of $7 million during the three months ended September 30, 2022 were primarily associated with gains on derivatives used to protect statutory surplus from equity market fluctuations and gains on hedging programs that support our indexed universal life insurance products, partially offset by losses on hedging programs that support our fixed indexed annuity products.

Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022

•

We recorded $18 million of higher net losses related to the sale of

available-for-sale

fixed maturity securities in the current year. The nine months ended September 30, 2023 included net losses on sales related to portfolio repositioning and liquidity management, as well as regional bank exposure management, including a $15 million loss related to the sale of First Republic Bank U.S. corporate bonds. The nine months ended September 30, 2022 included net losses primarily

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from sales of U.S. corporate securities to manage asset exposure and to optimize cash at Genworth Holdings.

•

We recorded net unrealized gains on equity securities of $20 million during the nine months ended September 30, 2023 compared to net unrealized losses of $46 million during the nine months ended September 30, 2022 driven by favorable equity market performance in the current year compared to unfavorable performance in the prior year. The nine months ended September 30, 2023 included $19 million of higher net unrealized gains on limited partnerships driven by more favorable private equity market performance in the current year. We also recorded an allowance for credit losses on

available-for-sale

fixed maturity securities of $6 million in the current year.

•

Net investment losses related to derivatives of $17 million during the nine months ended September 30, 2023 were primarily associated with losses from forward bond purchase commitments and on hedging programs that support our fixed indexed annuity products, partially offset by gains on hedging programs that support our indexed universal life insurance products and forward starting interest rate swap gains.

Net investment gains related to derivatives of $44 million during the nine months ended September 30, 2022 were primarily associated with derivatives used to protect statutory surplus from equity market fluctuations and hedging programs that support our indexed universal life insurance products.

Investment portfolio

The following table sets forth our cash, cash equivalents and invested assets as of the dates indicated:


	September 30, 2023					December 31, 2022
(Amounts in millions)	Carrying value		% of total			Carrying value		% of total
Available-for-sale fixed maturity securities:
Public	$	30,004		51	%	$	31,757		53	%
Private		13,964		24			14,826		24
Equity securities		363		1			319		1
Commercial mortgage loans, net		6,793		11			7,010		11
Policy loans		2,233		4			2,139		3
Limited partnerships		2,699		5			2,331		4
Other invested assets		645		1			566		1
Cash, cash equivalents and restricted cash		1,993		3			1,799		3

Total cash, cash equivalents and invested assets	$	58,694		100	%	$	60,747		100	%

For a discussion of the change in cash, cash equivalents and invested assets, see the comparison for these line items under “—Consolidated Balance Sheets.” See note 5 in our unaudited condensed consolidated financial statements under “Item 1—Financial Statements” for additional information related to our investment portfolio.

We hold fixed maturity and equity securities, limited partnerships, derivatives, embedded derivatives 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 September 30, 2023, approximately 6% of our investment holdings recorded at fair value was based on significant inputs that were not market observable and were classified as Level 3 measurements. See note 7 in our unaudited condensed consolidated financial statements under “Item 1—Financial Statements” for additional information related to fair value.

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Fixed maturity securities

As of September 30, 2023, the amortized cost or cost, gross unrealized gains (losses), allowance for credit losses and fair value of our fixed maturity securities classified as

available-for-sale

were as follows:


(Amounts in millions)	Amortized cost or cost		Gross unrealized gains		Gross unrealized losses			Allowance for credit losses			Fair value
Fixed maturity securities:
U.S. government, agencies and government-sponsored enterprises	$	3,498	$	6	$	(392	)	$	—		$	3,112
State and political subdivisions		2,566		5		(407	)		—			2,164
Non-U.S. government		699		9		(125	)		—			583
U.S. corporate:
Utilities		4,454		13		(611	)		—			3,856
Energy		2,454		18		(265	)		—			2,207
Finance and insurance		7,920		22		(1,069	)		—			6,873
Consumer—non-cyclical		4,632		32		(538	)		—			4,126
Technology and communications		3,212		26		(444	)		—			2,794
Industrial		1,309		8		(168	)		—			1,149
Capital goods		2,255		19		(235	)		—			2,039
Consumer—cyclical		1,736		6		(194	)		—			1,548
Transportation		1,181		16		(131	)		—			1,066
Other		320		1		(23	)		—			298

Total U.S. corporate		29,473		161		(3,678	)		—			25,956

Non-U.S. corporate:
Utilities		809		—		(90	)		—			719
Energy		1,054		10		(86	)		—			978
Finance and insurance		2,045		22		(223	)		—			1,844
Consumer—non-cyclical		688		1		(107	)		—			582
Technology and communications		974		1		(135	)		—			840
Industrial		853		2		(86	)		—			769
Capital goods		593		1		(70	)		—			524
Consumer—cyclical		241		—		(30	)		—			211
Transportation		359		7		(32	)		—			334
Other		819		3		(69	)		—			753

Total non-U.S. corporate		8,435		47		(928	)		—			7,554

Residential mortgage-backed		974		1		(84	)		—			891
Commercial mortgage-backed		1,868		1		(360	)		(6	)		1,503
Other asset-backed		2,342		1		(138	)		—			2,205

Total available-for-sale fixed maturity securities	$	49,855	$	231	$	(6,112	)	$	(6	)	$	43,968

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As of December 31, 2022, the amortized cost or cost, gross unrealized gains (losses), allowance for credit losses and fair value of our fixed maturity securities classified as

available-for-sale

were as follows:


(Amounts in millions)	Amortized cost or cost		Gross unrealized gains		Gross unrealized losses			Allowance for credit losses		Fair value
Fixed maturity securities:
U.S. government, agencies and government-sponsored enterprises	$	3,446	$	86	$	(191	)	$	—	$	3,341
State and political subdivisions		2,726		19		(346	)		—		2,399
Non-U.S. government		731		15		(101	)		—		645
U.S. corporate:
Utilities		4,295		50		(447	)		—		3,898
Energy		2,450		33		(221	)		—		2,262
Finance and insurance		8,005		59		(871	)		—		7,193
Consumer—non-cyclical		4,776		84		(403	)		—		4,457
Technology and communications		3,265		43		(361	)		—		2,947
Industrial		1,312		15		(130	)		—		1,197
Capital goods		2,290		41		(193	)		—		2,138
Consumer—cyclical		1,758		14		(155	)		—		1,617
Transportation		1,165		32		(97	)		—		1,100
Other		325		3		(18	)		—		310

Total U.S. corporate		29,641		374		(2,896	)		—		27,119

Non-U.S. corporate:
Utilities		817		—		(77	)		—		740
Energy		1,009		19		(68	)		—		960
Finance and insurance		2,124		30		(208	)		—		1,946
Consumer—non-cyclical		655		1		(90	)		—		566
Technology and communications		997		4		(107	)		—		894
Industrial		880		8		(70	)		—		818
Capital goods		606		3		(63	)		—		546
Consumer—cyclical		308		—		(32	)		—		276
Transportation		392		12		(29	)		—		375
Other		932		15		(58	)		—		889

Total non-U.S. corporate		8,720		92		(802	)		—		8,010

Residential mortgage-backed		1,059		7		(71	)		—		995
Commercial mortgage-backed		2,183		2		(277	)		—		1,908
Other asset-backed		2,328		1		(163	)		—		2,166

Total available-for-sale fixed maturity securities	$	50,834	$	596	$	(4,847	)	$	—	$	46,583

Fixed maturity securities decreased $2.6 billion compared to December 31, 2022 primarily from an increase in net unrealized losses related to an increase in long-term interest rates and from net sales and maturities in the current year.

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Other invested assets

The following table sets forth the carrying values of our other invested assets as of the dates indicated:


	September 30, 2023					December 31, 2022
(Amounts in millions)	Carrying value		% of total			Carrying value		% of total
Bank loan investments	$	530		82	%	$	467		82	%
Derivatives		38		6			50		9
Short-term investments		30		5			3		1
Other investments		47		7			46		8

Total other invested assets	$	645		100	%	$	566		100	%

Bank loan investments increased from funding of additional investments, partially offset by principal payments. Short-term investments increased from net purchases 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 fixed indexed annuity and indexed 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, 2022		Additions		Maturities/ terminations			September 30, 2023
Derivatives designated as hedges
Cash flow hedges:
Interest rate swaps		Notional	$	8,542	$	1,200	$	(261	)	$	9,481
Foreign currency swaps		Notional		144		—		(13	)		131
Forward bond purchase commitments		Notional		—		75		—			75

Total cash flow hedges				8,686		1,275		(274	)		9,687

Total derivatives designated as hedges				8,686		1,275		(274	)		9,687

Derivatives not designated as hedges
Equity index options		Notional		936		513		(682	)		767
Financial futures		Notional		1,403		4,216		(4,351	)		1,268
Forward bond purchase commitments		Notional		—		500		—			500

Total derivatives not designated as hedges				2,339		5,229		(5,033	)		2,535

Total derivatives			$	11,025	$	6,504	$	(5,307	)	$	12,222


(Number of policies)	Measurement		December 31, 2022		Additions		Maturities/ terminations			September 30, 2023
Derivatives not designated as hedges
Fixed indexed annuity embedded derivatives		Policies		7,315		—		(1,177	)		6,138
Indexed universal life embedded derivatives		Policies		771		—		(22	)		749

The increase in the notional value of derivatives was primarily attributable to the addition of interest rate swaps and forward bond purchase commitments that support our long-term care insurance business, partially offset by a decrease in equity index options used to support our fixed indexed annuity products.

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The number of policies with embedded derivatives decreased as these products are no longer being offered and continue to runoff.

Critical Accounting Estimates

In applying our accounting policies in the preparation of financial statements in conformity with U.S. GAAP, we make estimates and assumptions that affect amounts reported in our unaudited condensed consolidated financial statements. As a result of the adoption of LDTI on January 1, 2023, we made significant updates to the estimates and assumptions used to measure our insurance assets and liabilities for long-duration insurance contracts. In accordance with the new guidance, these updates were applied as of January 1, 2021 and therefore the effects of adoption were applied for the years ended December 31, 2022 and 2021.

For a discussion of updates to significant accounting policies related to our insurance assets and liabilities associated with long-duration insurance contracts, see note 2 to our unaudited condensed consolidated financial statements under “Item 1—Financial Statements.” The critical accounting estimates below have changed as a result of LDTI. Critical accounting estimates not impacted by the adoption of LDTI are described in Item 7 of our 2022 Annual Report on Form

10-K.

Future policy benefits.

The liability for future policy benefits is equal to the present value of expected future benefits and expenses, less the present value of expected future net premiums based on assumptions including projected interest rates, health care experience, policyholder persistency or lapses, insured mortality, insured morbidity and expenses. See notes 2 and 10 to our unaudited condensed consolidated financial statements under “Item 1—Financial Statements” for additional information related to the impact of changes in inputs and assumptions on the measurement of the liability for future policy benefits.

Market risk benefits.

Market risk benefits are contracts or contract features that both provide protection to the contractholder from capital market risk while exposing the insurer to other-than-nominal capital market risk. Market risk benefits include certain contract features on fixed and variable annuity products that provide minimum guarantees, in addition to the policyholder account balance, such as guaranteed minimum death benefits, guaranteed minimum withdrawal benefits and guaranteed payout annuity floor benefits. See notes 7 and 13 to our unaudited condensed consolidated financial statements under “Item 1—Financial Statements” for additional information related to the significant inputs, judgments, valuation methods and assumptions, as well as the effects of changes in inputs and assumptions on the measurement of our net market risk benefit liabilities.

Deferred acquisition costs

. As a result of the adoption of LDTI, we no longer consider DAC to be a critical accounting estimate. The measurement and amortization methodology related to DAC is no longer subject to the same degree of variability and DAC is no longer subject to recoverability testing.

Consolidated Balance Sheets

Total assets

. Total assets decreased $4,248 million from $89,714 million as of December 31, 2022 to $85,466 million as of September 30, 2023.

•

Invested assets decreased $2,247 million primarily attributable to decreases of $2,615 million in fixed maturity securities and $217 million in commercial mortgage loans, partially offset by increases of $368 million in limited partnerships and $94 million in policy loans in the current year. The decrease in fixed maturity securities was predominantly related to higher interest rates reducing the fair value of our fixed maturity investment portfolio and from net sales and maturities in the current year. The decrease in commercial mortgage loans was mostly due to payments outpacing originations. Limited partnerships increased largely from capital calls in the current year, and policy loans increased as new policy loans outpaced payoffs in our corporate-owned life insurance products in the current year.

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•

Cash and cash equivalents increased $194 million primarily from net sales and maturities of fixed maturity securities and payments of commercial mortgage loans outpacing originations, partially offset by net withdrawals from our investment contracts and repurchases of Genworth Financial’s common stock in the current year.

•

Deferred acquisition costs decreased $169 million primarily attributable to amortization in our long-term care and life insurance products in the current year.

•

Reinsurance recoverable decreased $1,401 million largely due to an increase in the

single-A

interest rate used to discount the liability for future policy benefits and related reinsurance recoverables in the current year.

•

Deferred tax asset decreased $403 million principally from a reduction in insurance reserves due to an increase in the

single-A

interest rate, the utilization of foreign tax credits and the recognition of an incremental valuation allowance in the current year. Given the change in our unrealized gains (losses) on our fixed maturity securities and forward starting swaps due to rising interest rates and the corresponding reduction in the amount of unrealized capital gains expected to be available in the future to offset our capital loss carryforwards and other capital deferred tax assets, we recorded an additional valuation allowance of $150 million in the third quarter of 2023 through accumulated other comprehensive income (loss) related to deferred tax assets that would produce capital losses. These decreases were partially offset by the change in unrealized gains (losses) on investments and derivatives due to rising interest rates in the current year.

•

Separate account assets (and liabilities) decreased $173 million primarily due to surrenders, withdrawals and benefit payments, partially offset by favorable equity market performance in the current year.

Total liabilities

. Total liabilities decreased $4,740 million from $81,328 million as of December 31, 2022 to $76,588 million as of September 30, 2023.

•

The liability for future policy benefits decreased $3,667 million primarily from an increase in the

single-A

interest rate used to discount the liability for future policy benefits and related reinsurance recoverables and from benefit payments outpacing collected premiums, partially offset by aging of our long-term care insurance

in-force

block, including higher interest accretion. Current year benefit payments were primarily driven by higher new claims and benefit utilization in our long-term care insurance products, as well as benefit payments in our term life insurance and single premium immediate annuity products.

•

Policyholder account balances decreased $974 million primarily from product charges, surrenders and benefit payments in our single premium deferred annuity products and our universal and term universal life insurance products in the current year.

•

Market risk benefit liabilities decreased $169 million mostly related to higher interest rates and favorable equity market performance, partially offset by attributed fees collected in our variable annuity products in the current year.

•

Other liabilities increased $351 million mostly driven by higher derivative liability valuations due to an increase in interest rates, partially offset by lower employee payroll accruals and from the derecognition of reinsurance payables recorded in connection with a recapture of certain reinsurance agreements in our life insurance products in the current year.

Total equity

. Total equity increased $492 million from $8,386 million as of December 31, 2022 to $8,878 million as of September 30, 2023.

•

We reported net income available to Genworth Financial, Inc.’s common stockholders of $288 million for the nine months ended September 30, 2023.

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•

Unrealized gains (losses) on investments and derivatives qualifying as hedges decreased $1,371 million and $473 million, respectively, primarily from an increase in interest rates in the current year, resulting in a decrease to total equity.

•

Change in the discount rate used to measure future policy benefits increased $2,229 million largely attributable to an increase in the

single-A

interest rate used to discount the liability for future policy benefits and related reinsurance recoverables (net of deferred taxes) in the current year, resulting in an increase to total equity.

•

Treasury stock increased $264 million primarily due to the repurchase of Genworth Financial’s common stock, at cost, including excise taxes and other costs paid in connection with acquiring the shares, resulting in a decrease to total equity 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.

Overview of cash flows—Genworth and subsidiaries

The following table sets forth our unaudited condensed consolidated cash flows for the nine months ended September 30:


(Amounts in millions)	2023			2022
Net cash from operating activities	$	450		$	645
Net cash from investing activities		913			452
Net cash used by financing activities		(1,170	)		(1,107	)

Net increase (decrease) in cash and cash equivalents before foreign exchange effect	$	193		$	(10	)

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 typically exceed policy acquisition costs, benefits and claims 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, claims 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 deposits to, and redemptions and benefit payments on, universal life insurance and investment contracts; the issuance of debt and equity securities; the repayment or repurchase of borrowings; the repurchase of common stock presented as treasury stock; and other capital transactions.

We had lower cash inflows from operating activities in the current year primarily from higher benefit payments in our long-term care insurance business, partially offset by net cash disbursements in the prior year in connection with the return of cash collateral received from counterparties under our derivative contracts.

We had higher cash inflows from investing activities mainly due to payments of commercial mortgage loans outpacing originations in the current year compared to originations outpacing payments in the prior year.

We had higher cash outflows from financing activities in the current year principally from higher repurchases of Genworth Financial’s common stock and higher net withdrawals from our investment contracts,

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partially offset by lower repurchases of long-term debt and a prior year settlement payment related to a Tax Matters Agreement with General Electric Company that did not recur. In the current year, Genworth Holdings repurchased $11 million principal amount of its 2034 Notes compared to the repurchase of $130 million and early redemption of $152 million principal of its 2024 Notes in the prior year.

Genworth—holding company liquidity

In consideration of our liquidity, it is important to separate the needs of our holding companies from the needs of their respective subsidiaries. Genworth Financial and Genworth Holdings each act as a holding company for their respective subsidiaries and do not have any significant operations of their own. Accordingly, our holding companies are highly dependent upon their respective subsidiaries to pay dividends and make other payments to meet their respective obligations. Moreover, management’s focus is predominantly on Genworth Holdings’ liquidity given it is the issuer of our outstanding public debt.

Genworth Financial’s and Genworth Holdings’ principal sources of cash are derived from dividends from their respective subsidiaries, subsidiary payments to them under tax sharing and expense reimbursement arrangements and proceeds from borrowings or securities issuances. Our liquidity at the holding company level is highly dependent on the performance of Enact Holdings and its ability to pay timely dividends and other forms of capital returns to Genworth Holdings as anticipated. As of December 31, 2022, our principal U.S. life insurance subsidiaries had negative unassigned surplus of approximately $849 million under statutory accounting, and as a result, we do not expect these subsidiaries to pay dividends for the foreseeable future. Genworth Financial has the right to appoint a majority of directors to the board of directors of Enact Holdings; however, actions taken by Enact Holdings and its board of directors (including in the case of the payment of dividends to us, the approval of Enact Holdings’ independent capital committee) are subject to and may be limited by the interests of Enact Holdings, including but not limited to, its use of capital for growth opportunities and regulatory requirements. In addition, insurance laws and regulations regulate the payment of dividends and other distributions to Genworth Financial and Genworth Holdings by their insurance subsidiaries.

The primary uses of funds at Genworth Financial and Genworth Holdings include payment of principal, interest and other expenses on current and any future borrowings or other obligations, payment of holding company general operating expenses (including employee benefits and taxes), payments under current and any future guarantees (including guarantees of certain subsidiary obligations), payments to subsidiaries (and, in the case of Genworth Holdings, to Genworth Financial) under tax sharing agreements, contributions to subsidiaries, repurchases of debt securities, repurchases of Genworth Financial’s common stock and, in the case of Genworth Holdings, loans, dividends or other distributions to Genworth Financial.

On May 2, 2022, Genworth Financial’s Board of Directors authorized a share repurchase program under which Genworth Financial may repurchase up to $350 million of its outstanding Class A common stock. On July 31, 2023, Genworth Financial’s Board of Directors authorized an additional $350 million of share repurchases under its existing share repurchase program. Pursuant to the program, during the nine months ended September 30, 2023, Genworth Financial repurchased 45,839,750 shares of its common stock at an average price of $5.68 per share for a total of $260 million, excluding excise taxes and other costs paid in connection with acquiring the shares. Genworth Financial also authorized share repurchases through a Rule

10b5-1

trading plan under which 1,717,825 shares of its common stock were repurchased in October 2023 at an average price of $5.82 per share for a total cost of $10 million before excise taxes, leaving approximately $366 million authorized amount remaining under the program. Further repurchases under the authorized program will continue to be funded from holding company capital, as well as future cash flow generation, including expected future capital returns from Enact Holdings. Under the program, share repurchases may be made at Genworth’s discretion from time to time in open market transactions, privately negotiated transactions, or by other means, including through

Rule 10b5-1

trading plans. The timing and number of future shares repurchased under the program will depend on a variety of factors, including Genworth Financial’s stock price and trading volume, and general business and

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market conditions, among other factors. The authorization has no expiration date and may be modified, suspended or terminated at any time.

Our future use of liquidity and capital will prioritize future strategic investments in CareScout and returning capital to Genworth Financial’s shareholders through share repurchases (as discussed above). We expect to provide capital to CareScout to help advance our senior care growth initiatives through

fee-based

services, advice, consulting and other products and services related to the needs of elderly Americans, as well as their caregivers and families. Our initial focus is on care advice and service offerings that help consumers navigate the complex caregiving challenges in the market, which is less capital intensive than insurance product offerings.

As of September 30, 2023, Genworth Holdings had outstanding $876 million principal of long-term debt. On October 25, 2023, Genworth Holdings completed a bondholder consent solicitation that amended the Replacement Capital Covenant entered into for the benefit of the holders of its 2034 Notes that limited its ability to repurchase its 2066 Notes. The amendment permits certain repayments, redemptions or repurchases of Genworth Holdings’ 2066 Notes, as further described below. In connection with this transaction, Genworth Holdings repurchased approximately $14 million principal of its 2034 Notes. 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.

As of September 30, 2023, Genworth Holdings had $232 million of unrestricted cash and cash equivalents, with no debt maturities due until June 2034. We believe Genworth Holdings’ unrestricted cash and cash equivalents provide sufficient liquidity to meet its financial obligations over the next twelve months. However, in the third quarter of 2023, we made a federal tax payment based on our projection of current taxable income and utilization of our remaining foreign tax credits, and we expect the amount of intercompany cash tax payments retained by Genworth Holdings from its subsidiaries to be lower starting in 2024 as compared to the amounts received during 2022 and 2023. We also expect Genworth Holdings’ liquidity to be significantly impacted by the amounts and timing of future dividends and other forms of capital returns from Enact Holdings, which will be influenced by economic, regulatory factors and other conditions that affect its business.

We actively monitor our liquidity position (most notably at Genworth Holdings), liquidity generation options and the credit markets given changing market conditions. For example, although interest rates rose dramatically during 2022 and 2023, we do not expect a significant impact on our liquidity given the reduction in Genworth Holdings’ debt and corresponding decrease in debt service costs. Genworth Holdings’ cash management target is to maintain a cash buffer of two times expected annual external debt interest payments. Genworth Holdings may move below or above this targeted cash buffer during any given quarter due to the timing of cash outflows and inflows or from future actions. Management of Genworth Financial continues to evaluate Genworth Holdings’ target level of liquidity as circumstances warrant.

Enact Holdings continues to evaluate its capital allocation strategy to consistently support its existing policyholders, grow its mortgage insurance business, fund attractive new business opportunities and return capital to shareholders. In addition to its quarterly cash dividend program, on November 1, 2022, Enact Holdings announced the approval by its board of directors of a share repurchase program under which Enact Holdings may repurchase up to $75 million of its outstanding common stock, and on August 1, 2023, announced the authorization of an additional $100 million of common stock repurchases under a new share repurchase program. Genworth Holdings agreed to participate in order to maintain its overall ownership at its current level. As the majority shareholder, Genworth Holdings received $117 million of capital returns from Enact Holdings during the nine months ended September 30, 2023. On November 1, 2023, Enact Holdings announced a special cash dividend of $113 million to be paid during the fourth quarter of 2023. The timing and number of future shares repurchased under the share repurchase programs will depend on a variety of factors, including Enact Holdings’ stock price and trading volume, and general business and market conditions, among other factors. Future dividends will be subject to quarterly

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review and approval by Enact Holdings’ board of directors and Genworth Financial and will also be dependent on a variety of economic, market and business conditions, among other considerations.

Genworth Holdings—changes in liquidity

Genworth Holdings had $232 million and $307 million of cash and cash equivalents as of September 30, 2023 and December 31, 2022, respectively. The decrease in Genworth Holdings’ cash and cash equivalents was principally driven by $260 million of Genworth Financial’s common stock repurchases and from debt interest payments, partially offset by intercompany cash tax payments received from its subsidiaries and $117 million of capital returns from Enact Holdings in the current year.

Capital resources and financing activities

Our current capital resource plans do not include any additional debt offerings or minority sales of Enact Holdings. The availability of additional capital resources will depend on a variety of factors such as market conditions, regulatory considerations, the general availability of credit, credit ratings and the performance of and outlook for Enact Holdings and the payment of dividends and other returns of capital therefrom.

During the nine months ended September 30, 2023, Genworth Holdings repurchased $11 million principal amount of its 2034 Notes for a

pre-tax

gain of $1 million and paid accrued interest thereon.

On October 25, 2023, Genworth Holdings completed a consent solicitation from bondholders representing a majority in principal amount of its 2034 Notes to amend the Replacement Capital Covenant, dated as of November 14, 2006. The amendment permits Genworth Holdings to repay, redeem or repurchase $2,000 principal amount of its 2066 Notes for each $1,000 principal amount of its 2034 Notes repaid, redeemed or repurchased. In connection with this transaction, Genworth Holdings repurchased approximately $14 million principal of its 2034 Notes at prices negotiated with the noteholders below par value.

In December 2022, the Board of Governors of the Federal Reserve System adopted a final rule that became effective on February 27, 2023. The final rule established benchmark rates, based on SOFR, that replaced LIBOR after its elimination on June 30, 2023. Pursuant to the final rule, Genworth Holdings’ 2066 Notes, which had an annual interest rate equal to three-month LIBOR plus 2.0025%, transitioned in the third quarter of 2023 to an annual interest rate equal to the three-month Term SOFR Reference Rate, plus a tenor spread adjustment of 0.26161%, plus an additional spread of 2.0025%. We do not expect this change to have a material impact on our results of operations or liquidity.

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 and claims, as well as cash payments in connection with policy surrenders and withdrawals, policy loans and obligations to redeem funding agreements. Given the challenging macroeconomic environment during 2022 and through the third quarter of 2023, employee costs were higher driven in part by high wage inflation, the competitive labor market and low labor participation. Additionally, in our long-term care insurance business, we have observed an increase in the cost of care principally attributable to elevated inflation. These inflationary impacts have not had a significant impact on our liquidity to date; however, we have experienced elevated benefit utilization in our long-term care insurance business, which could have a material adverse impact on our liquidity, results of operations and financial condition if it persists. We will continue to monitor macroeconomic trends, including inflation, to help mitigate any potential adverse impacts to our liquidity.

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

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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, investment income and dividends and distributions from their subsidiaries. The principal cash inflows from investment activities result from maturities and repayments of investments 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 typically matched with investments having similar duration such as long-term fixed maturity securities and commercial mortgage loans. Shorter-term liabilities are typically 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 September 30, 2023, our total cash, cash equivalents and invested assets were $58.7 billion. Our investments in privately placed fixed maturity securities, commercial mortgage loans, policy loans, bank loans, limited partnership investments and select mortgage-backed and asset-backed securities are relatively illiquid. These asset classes represented approximately 45% of the carrying value of our total cash, cash equivalents and invested assets as of September 30, 2023.

Although our overall exposure to banking sector disruptions has been limited to date, to the extent banks and other financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, including from higher interest rates and the corresponding negative impact on investment spreads, it could negatively affect our liquidity or our investment portfolio, particularly if it hinders our ability to access or monetize our existing cash, cash equivalents and investments.

Off-balance

sheet commitments, guarantees and contractual obligations

As of September 30, 2023, there have been no material additions or changes to guarantees provided by Genworth Financial and Genworth Holdings or to our contractual obligations as compared to the amounts disclosed within our 2022 Annual Report on Form

10-K

filed on February 28, 2023.

Supplemental Condensed Consolidating Financial Information

Genworth Financial provides a full and unconditional guarantee to the trustee of Genworth Holdings’ outstanding senior and subordinated notes (registered securities under the Securities Act of 1933) and the holders of the senior and subordinated notes, on an unsecured unsubordinated and subordinated basis, respectively, 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 outstanding subordinated notes, and the full and punctual payment of all other amounts payable by Genworth Holdings under the senior and subordinated notes indentures in respect of such senior and subordinated notes. Genworth Holdings is a direct, 100% owned subsidiary of Genworth Financial.

Excluding investments in subsidiaries, the assets, liabilities and results of operations of Genworth Financial and Genworth Holdings, on a combined basis, are not material to the consolidated financial position or the consolidated results of operations of Genworth. In addition, none of Genworth Financial’s direct or indirect subsidiaries, other than Genworth Holdings, are issuers or guarantors of any guaranteed securities. Therefore, in accordance with Rule

13-01

of Regulation

S-X,

we are permitted, and we elected, to exclude the summarized financial information for both the issuer and guarantor of the registered securities.

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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, equity prices and foreign currency exchange rates. Market risk is directly influenced by the volatility and liquidity in the markets in which the related underlying financial instruments are traded. We may have additional financial impacts other than changes in estimated fair value, which are beyond the scope of this discussion. There have been no material changes to our market risk exposures since December 31, 2022, except as described below.

As a result of the adoption of new accounting guidance related to long-duration insurance contracts on January 1, 2023 as disclosed in note 2 of our unaudited condensed consolidated financial statements under “Item 1—Financial Statements,” we recognized market risk benefits in our condensed consolidated balance sheets, which are reported at fair value. As the contracts or contract features included in market risk benefits expose the insurer to other-than-nominal capital market risk, we updated our interest rate and equity market sensitivities as of December 31, 2022 to include these contracts. Note that all impacts noted below exclude any effects of deferred taxes.

Sensitivity Analysis

Interest Rate Risk

One means of assessing exposure to interest rate changes is to estimate the potential changes in fair value resulting from a hypothetical increase in interest rates of 100 basis points. We performed a sensitivity analysis on our variable annuity market risk benefits and noted that a 100 basis point increase in interest rates, with all other factors held constant, would result in a decrease in the fair value of the net liability after reinsurance of approximately $120 million as of December 31, 2022.

Equity Market Risk

One means of assessing exposure to changes in equity market prices is to estimate the potential changes in fair value resulting from a hypothetical broad-based decline in equity market prices of 10%. We performed a sensitivity analysis on our variable annuity market risk benefits and noted that a 10% decline in equity market prices, with all other factors held constant, would result in an increase in the fair value of the net liability after reinsurance of approximately $80 million as of December 31, 2022.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of September 30, 2023, 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 Rules

13a-15(e)

and

15d-15(e)

under the Securities Exchange Act of 1934). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2023.

Changes in Internal Control Over Financial Reporting During the Quarter Ended September 30, 2023

During the three months ended September 30, 2023, as previously disclosed in our Quarterly Report on Form 10-Q for the period ended June 30, 2023 (“Second Quarter 2023 Form 10-Q”), we fully remediated the material weakness in our internal control over financial reporting, which arose solely from a change in the accounting treatment related to cash payments made to policyholders in connection with legal settlements under LDTI that we adopted on January 1, 2023 (for which no specific guidance had been published) that resulted in the immaterial correction to our financial statements as described in note 1 in our unaudited condensed consolidated financial statements in our Second Quarter 2023 Form 10-Q.

There have been no other changes in our internal control over financial reporting during the three months ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings

See note 19 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

The discussion of our business and operations should be read together with the risk factors contained in Item 1A of our 2022 Annual Report on Form

10-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. As of September 30, 2023, there have been no material changes to the risk factors set forth in the above-referenced filing.

For additional information regarding the MOVEit Cybersecurity Incident, see “Part I—Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Significant Developments and Strategic Highlights.”

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Common Stock

The following table sets forth information regarding Genworth Financial’s share repurchases during the three months ended September 30, 2023:


(Dollar amounts in millions, except share amounts)	Total number of shares purchased		Average price paid per share		Total number of shares purchased as part of publicly announced program		Approximate dollar amount of shares that may yet be purchased under the program (1)
July 1, 2023 through July 31, 2023		3,703,015	$	5.40		3,703,015	$	436
August 1, 2023 through August 31, 2023		4,424,891	$	5.79		4,424,891	$	410
September 1, 2023 through September 30, 2023		5,939,872	$	5.79		5,939,872	$	376

Total		14,067,778				14,067,778

(1)

10b5-1

trading plans. The timing and number of shares repurchased under the program will depend on a variety of factors, including Genworth Financial’s stock price and trading volume, and general business and market conditions, among other factors. The authorization has no expiration date and may be modified, suspended or terminated at any time. For additional information on the share repurchase program, see “Part I—Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

Item 5. Other Information

During the three months ended September 30, 2023, no directors or officers of Genworth adopted or terminated any contract, instruction or written plan for the purchase or sale of Genworth’s securities intended to satisfy the affirmative defense conditions of Rule

10b5-1(c)

(a “Rule

10b5-1

trading arrangement”) or any

“non-Rule

10b5-1

trading arrangement” as defined under the securities laws.

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Item 6. Exhibits


Number		Description

31.1		Certification of Thomas J. McInerney (filed herewith)

31.2		Certification of Jerome T. Upton (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— Jerome T. Upton (filed herewith)

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101)

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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.

164