Schedule II

Genworth Financial, Inc.

(Parent Company Only)

Balance Sheets

(Amounts in millions)


	December 31,
	2014			2013
Assets
Investments in subsidiaries	$	14,895		$	14,358
Deferred tax asset		20			26
Other assets		2			7
Intercompany notes receivable		9			8

Total assets	$	14,926		$	14,399

Liabilities and stockholders’ equity
Liabilities:
Other liabilities	$	3		$	6

Total liabilities		3			6

Commitments and contingencies
Stockholders’ equity:
Common stock		1			1
Additional paid-in capital		11,997			12,127

Accumulated other comprehensive income (loss):
Net unrealized investment gains (losses):
Net unrealized gains (losses) on securities not other-than-temporarily impaired		2,431			914
Net unrealized gains (losses) on other-than-temporarily impaired securities		22			12

Net unrealized investment gains (losses)		2,453			926

Derivatives qualifying as hedges		2,070			1,319
Foreign currency translation and other adjustments		(77	)		297

Total accumulated other comprehensive income (loss)		4,446			2,542
Retained earnings		1,179			2,423
Treasury stock, at cost		(2,700	)		(2,700	)

Total Genworth Financial, Inc.’s stockholders’ equity		14,923			14,393

Total liabilities and stockholders’ equity	$	14,926		$	14,399

See Notes to Schedule II

See Accompanying Report of Independent Registered Public Accounting Firm

Schedule II

Genworth Financial, Inc.

(Parent Company Only)

Statements of Income

(Amounts in millions)


	Years ended December 31,
	2014			2013			2012
Revenues:
Net investment income	$	(2	)	$	(1	)	$	—

Total revenues		(2	)		(1	)		—

Benefits and expenses:
Acquisition and operating expenses, net of deferrals		21			33			7

Total benefits and expenses		21			33			7

Loss before income taxes and equity in income (loss) of subsidiaries		(23	)		(34	)		(7	)
Provision (benefit) from income taxes		(8	)		13			(3	)
Equity in income (loss) of subsidiaries		(1,229	)		607			329

Net income (loss) available to Genworth Financial, Inc.’s common stockholders	$	(1,244	)	$	560		$	325

See Notes to Schedule II

See Accompanying Report of Independent Registered Public Accounting Firm

Schedule II

Genworth Financial, Inc.

(Parent Company Only)

Statements of Comprehensive Income

(Amounts in millions)


	Years ended December 31,
	2014			2013			2012
Net income (loss) available to Genworth Financial, Inc.’s common stockholders	$	(1,244	)	$	560		$	325

Other comprehensive income (loss), net of taxes:
Net unrealized gains (losses) on securities not other-than-temporarily impaired		1,539			(1,778	)		1,075
Net unrealized gains (losses) on other-than-temporarily impaired securities		10			66			78
Derivatives qualifying as hedges		751			(590	)		(100	)
Foreign currency translation and other adjustments		(339	)		(358	)		102

Total other comprehensive income (loss)		1,961			(2,660	)		1,155

Total comprehensive income (loss) available to Genworth Financial, Inc.’s common stockholders	$	717		$	(2,100	)	$	1,480

See Notes to Schedule II

See Accompanying Report of Independent Registered Public Accounting Firm

Schedule II

Genworth Financial, Inc.

(Parent Company Only)

Statements of Cash Flows

(Amounts in millions)


	Years ended December 31,
	2014			2013			2012
Cash flows from operating activities:
Net income (loss) available to Genworth Financial, Inc.’s common stockholders	$	(1,244	)	$	560		$	325
Adjustments to reconcile net income (loss) available to Genworth Financial, Inc.’s common stockholders to net cash from operating activities:
Equity in (income) loss from subsidiaries		1,229			(607	)		(329	)
Dividends from subsidiaries		—			535			—
Deferred income taxes		4			24			(3	)
Stock-based compensation expense		21			26			7
Change in certain assets and liabilities:
Accrued investment income and other assets		(4	)		2			—
Current tax liabilities		(2	)		3			—
Other liabilities and other policy-related balances		11			(4	)		—

Net cash from operating activities		15			539			—

Cash flows from investing activities:
Intercompany notes receivable		(1	)		(8	)		—
Capital contribution paid to subsidiaries		(12	)		(531	)		—

Net cash from investing activities		(13	)		(539	)		—

Cash flows from financing activities:
Other, net		(2	)		—			—

Net cash from financing activities		(2	)		—			—

Effect of exchange rate changes on cash and cash equivalents		—			—

Cash and cash equivalents at beginning of year		—			—			—

Cash and cash equivalents at end of year	$	—		$	—		$	—

See Notes to Schedule II

See Accompanying Report of Independent Registered Public Accounting Firm

Schedule II

Genworth Financial, Inc.

(Parent Company Only)

Notes to Schedule II

Years Ended December 31, 2014, 2013 and 2012

(1) Organization and Purpose

Genworth Holdings, Inc. (“Genworth Holdings”) (formerly known as Genworth Financial, Inc.) was incorporated in Delaware in 2003 in preparation for an initial public offering (“IPO”) of Genworth 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, under the name Sub XLVI, Inc., and was renamed Genworth Financial, Inc. (“Genworth Financial”) upon the completion of the reorganization.

To implement the reorganization, Genworth Holdings formed Genworth Financial and Genworth Financial, in turn, formed Sub XLII, Inc. (“Merger Sub”). The holding company structure was implemented pursuant to Section 251(g) of the General Corporation Law of the State of Delaware (“DGCL”) by the merger of Merger Sub with and into Genworth Holdings (the “Merger”). Genworth Holdings survived the Merger as a direct, 100% owned subsidiary of Genworth Financial and each share of Genworth Holdings Class A Common Stock, par value $0.001 per share (“Genworth Holdings Class A Common Stock”), issued and outstanding immediately prior to the Merger and each share of Genworth Holdings Class A Common Stock held in the treasury of Genworth Holdings immediately prior to the Merger converted into one issued and outstanding or treasury, as applicable, share of Genworth Financial Class A Common Stock, par value $0.001 per share, having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the Genworth Holdings Class A Common Stock being converted.

Immediately after the consummation of the Merger, Genworth Financial had the same authorized, outstanding and treasury capital stock as Genworth Holdings immediately prior to the Merger. Each share of Genworth Financial common stock outstanding immediately prior to the Merger was cancelled. Effective upon the consummation of the Merger, Genworth Financial adopted an amended and restated certificate of incorporation and amended and restated bylaws that were identical to those of Genworth Holdings immediately prior to the consummation of the Merger (other than provisions regarding certain technical matters, as permitted by Section 251(g) of the DGCL). Genworth Financial’s directors and executive officers immediately after the consummation of the Merger were the same as the directors and executive officers of Genworth Holdings immediately prior to the consummation of the Merger. Immediately after the consummation of the Merger, Genworth Financial had, on a consolidated basis, the same assets, businesses and operations as Genworth Holdings had immediately prior to the consummation of the Merger.

On April 1, 2013, in connection with the reorganization, immediately following the consummation of the Merger, Genworth Holdings distributed to Genworth Financial (as its sole stockholder), through a dividend (the “Distribution”), the 84.6% membership interest in one of its subsidiaries (Genworth Mortgage Holdings, LLC (“GMHL”)) that it held directly, and 100% of the shares of another of its subsidiaries (Genworth Mortgage Holdings, Inc. (“GMHI”)), that held the remaining 15.4% of outstanding membership interests of GMHL. At the time of the Distribution, GMHL and GMHI together owned (directly or indirectly) 100% of the shares or other equity interests of all of the subsidiaries that conducted Genworth Holdings’ U.S. mortgage insurance business (these subsidiaries also owned the subsidiaries that conducted Genworth Holdings’ European mortgage insurance business). As part of the comprehensive U.S. mortgage insurance capital plan, on April 1, 2013, immediately prior to the Distribution, Genworth Holdings contributed $100 million to the U.S. mortgage insurance subsidiaries.

The financial information contained herein has been prepared as if the reorganization occurred on January 1, 2012.

Genworth Financial is a holding company whose subsidiaries provide long-term care, life and mortgage insurance, as well as annuities and other investment products.

(2) Commitments

Genworth Financial provides a full and unconditional guarantee to the trustee of Genworth Holdings’ outstanding senior notes and the holders of the senior notes, on an unsecured unsubordinated basis, of the full and punctual payment of the principal of, premium, if any and interest on, and all other amounts payable under, each outstanding series of senior notes, and the full and punctual payment of all other amounts payable by Genworth Holdings under the senior notes indenture in respect of such senior notes. Genworth Financial also provides a full and unconditional guarantee to the trustee of Genworth Holdings’ outstanding subordinated notes and the holders of the subordinated notes, on an unsecured subordinated basis, of the full and punctual payment of the principal of, premium, if any and interest on, and all other amounts payable under, the outstanding subordinated notes, and the full and punctual payment of all other amounts payable by Genworth Holdings under the subordinated notes indenture in respect of the subordinated notes. Genworth Financial also provides a full and unconditional guarantee of Genworth Holdings’ obligations associated with Rivermont Insurance Company and the Tax Matters Agreement.

The obligations under Genworth Holdings’ credit agreement are unsecured and payment of Genworth Holdings’ obligations is fully and unconditionally guaranteed by Genworth Financial.

(3) Income Taxes

As of December 31, 2014 and 2013, Genworth Financial had a deferred tax asset of $20 million and $26 million, respectively, primarily comprised of share-based compensation. These amounts are undiscounted pursuant to the applicable rules governing deferred taxes. Genworth Financial’s current income tax receivable was $3 million as of December 31, 2014 and current income tax payable was $6 million as of December 31, 2013. Net cash received for taxes was $23 million and $5 million for the years ended December 31, 2014 and 2013, respectively.