
	December 31,
	2022			2021
Assets:
Investments in subsidiaries	$	10,008		$	15,517
Deferred tax asset		6			4
Other assets		3			5

Total assets	$	10,017		$	15,526

Liabilities and stockholders’ equity
Liabilities:
Other liabilities	$	7		$	4
Intercompany notes payable		26			12

Total liabilities		33			16

Commitments and contingencies

Stockholders’ equity:
Common stock		1			1
Additional paid-in capital		11,869			11,858
Accumulated other comprehensive income (loss)		(2,220	)		3,861
Retained earnings		3,098			2,490
Treasury stock, at cost		(2,764	)		(2,700	)

Total Genworth Financial, Inc.’s stockholders’ equity		9,984			15,510

Total liabilities and stockholders’ equity	$	10,017		$	15,526

Schedule II

Genworth Financial, Inc.

(Parent Company Only)

Statements of Income

(Amounts in millions)


	Years ended December 31,
	2022			2021			2020
Revenues:
Net investment income	$	—		$	(3	)	$	(3	)

Total revenues		—			(3	)		(3	)

Expenses:
Acquisition and operating expenses, net of deferrals		31			25			31
Interest expense		—			(1	)		1

Total expenses		31			24			32

Loss before income taxes and equity in income of subsidiaries		(31	)		(27	)		(35	)
Benefit from income taxes		(3	)		(1	)		(2	)
Equity in income of subsidiaries		637			930			210

Income from continuing operations		609			904			177
Income from discontinued operations, net of taxes		—			—			1

Net income available to Genworth Financial, Inc.’s common stockholders	$	609		$	904		$	178

Schedule II

Genworth Financial, Inc.

(Parent Company Only)

Statements of Comprehensive Income

(Amounts in millions)


	Years ended December 31,
	2022			2021			2020
Net income available to Genworth Financial, Inc.’s common stockholders	$	609		$	904		$	178

Other comprehensive income (loss), net of taxes:
Net unrealized gains (losses) on securities without an allowance for credit losses		(5,286	)		(334	)		764
Net unrealized gains (losses) on securities with an allowance for credit losses		—			6			(6	)
Derivatives qualifying as hedges		(825	)		(186	)		209
Foreign currency translation and other adjustments		30			(24	)		25

Total other comprehensive income (loss)		(6,081	)		(538	)		992

Total comprehensive income (loss) available to Genworth Financial, Inc.’s common stockholders	$	(5,472	)	$	366		$	1,170

Schedule II

Genworth Financial, Inc.

(Parent Company Only)

Statements of Cash Flows

(Amounts in millions)


	Years ended December 31,
	2022			2021			2020
Cash flows from (used by) operating activities:
Net income available to Genworth Financial, Inc.‘s common stockholders	$	609		$	904		$	178
Less income from discontinued operations, net of taxes		—			—			(1	)
Adjustments to reconcile net income available to Genworth Financial, Inc.’s common stockholders to net cash from (used by) operating activities:
Equity in income from subsidiaries		(637	)		(930	)		(210	)
Deferred income taxes		(6	)		—			(1	)
Stock-based compensation expense		27			40			39
Change in certain assets and liabilities:
Accrued investment income and other assets		2			(1	)		2
Current tax liabilities		2			(5	)		(1	)
Other liabilities and other policy-related balances		15			(13	)		11

Net cash from (used by) operating activities		12			(5	)		17

Cash flows from (used) by investing activities:
Intercompany notes receivable, net		—			—			(10	)
Capital contributions paid to subsidiaries		(3	)		(2	)		(2	)

Net cash used by investing activities		(3	)		(2	)		(12	)

Cash flows from (used by) financing activities:
Intercompany notes payable, net		64			12			—
Treasury stock acquired in connection with share repurchases		(64	)		—			—
Other, net		(9	)		(5	)		(5	)

Net cash from (used by) financing activities		(9	)		7			(5	)

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

Cash, cash equivalents and restricted cash at beginning of year		—			—			—

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

Schedule II

Genworth Financial, Inc.

(Parent Company Only)

Notes to Schedule II

Years Ended December 31, 2022, 2021 and 2020

(1) Organization and Basis of Presentation

Genworth Holdings (formerly known as Genworth Financial, Inc.) was incorporated in Delaware in 2003 in preparation for an IPO 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 upon the completion of the reorganization.

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

The parent company financial information reflects Genworth Financial’s direct subsidiaries using the equity method of accounting. Under this method, investments in subsidiaries are recorded at cost and adjusted for the subsidiaries’ cumulative results of operations, capital contributions and distributions, and other changes in equity. The parent company financial statements should be read in conjunction with the consolidated financial statements of Genworth Financial and its subsidiaries and the notes thereto. As of December 31, 2022, the investments in subsidiaries balance was $10.0 billion, a decrease of approximately

$5.5

billion compared to December 31, 2021. The decrease was largely due to a reduction in the accumulated other comprehensive income of Genworth Financial’s subsidiaries driven predominantly by rising interest rates during 2022 that resulted in significantly higher unrealized losses on available-for-sale investment securities as of December 31, 2022.

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. Pursuant to the program, during 2022, Genworth Financial repurchased 16,173,196 shares of its common stock at an average price of $3.94 per share for a total cost of $64

million, including 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 the parent company balance sheet. Genworth

Financial also repurchased 5,912,297 shares from February

, 2023 through February 2

, 2023 of its common stock at an average price of

$6.08

per share for a total

cost

of $36 million, leaving approximately $250 million that may yet be purchased under the share repurchase program. Under the program, share repurchases may be made at Genworth Financial’s discretion from time to time in open market transactions, privately negotiated transactions or by other means, including through 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 market conditions, among other factors. The authorization has no expiration date and may be modified, suspended or terminated at any time.

(2) Accounting Changes

On January 1, 2021, Genworth Financial adopted new accounting guidance related to simplifying the accounting for income taxes. The guidance eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. Genworth Financial adopted this new accounting guidance using the retrospective method or modified retrospective method for certain changes and prospective method for all other changes, which did not have a significant impact on Genworth Financial’s financial statements and disclosures.

Schedule II

Genworth Financial, Inc.

(Parent Company Only)

Notes to Schedule II

Years Ended December 31, 2022, 2021 and 2020

(3) Commitments

Genworth Financial provides a full and unconditional guarantee to the trustee of Genworth Holdings’ outstanding senior and subordinated notes 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, the outstanding senior and 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.

(4) Income Taxes

As of December 31, 2022 and 2021, Genworth Financial had a deferred tax asset of $6 million and $4 million, respectively, primarily comprised of share-based compensation. As of December 31, 2022 and 2021, Genworth Financial had a current income tax receivable of $— and $2 million, respectively. Net cash paid for taxes was $1 million, $4 million and $— for the years ended December 31, 2022, 2021 and 2020, respectively.

(5) Supplemental Cash Flow Information

In 2022, Genworth Holdings forgave an intercompany loan of $50 million due from Genworth Financial. The extinguishment of the loan between the related parties was treated as a

non-cash

deemed dividend to Genworth Financial and accordingly had no impact on Genworth Financial’s cash flows for the year ended December 31, 2022.

In 2020, Genworth Financial forgave an intercompany loan of $129 million due from Genworth Holdings. The extinguishment of the loan between the related parties was treated as a

non-cash

capital contribution to Genworth Holdings and accordingly had no impact on Genworth Financial’s cash flows for the year ended December 31, 2020.

(6) Sale of Business

On December 1, 2015, Genworth Financial completed the sale of its lifestyle protection insurance business to AXA through its subsidiaries. In 2017, AXA sued GFIH, Genworth Financial’s wholly-owned indirect subsidiary, and Genworth Holdings for damages on an indemnity in the 2015 agreement related to alleged remediation it paid to customers who purchased PPI. On July 20, 2020, Genworth Holdings reached a settlement agreement related to losses incurred from

mis-selling

complaints on policies sold from 1970 through 2004 and agreed to make payments for certain PPI

mis-selling

claims, along with a significant portion of future claims to be invoiced by AXA. Under the settlement agreement, Genworth Holdings issued a secured promissory note to AXA and agreed to make deferred cash payments in two installments in 2022. The promissory note and associated loss from discontinued operations of $549 million reflected in Genworth Financial’s consolidated statement of income for the year ended December 31, 2020 related primarily to Genworth Holdings as it was the obligor in the settlement agreement. Accordingly, the associated amounts reported as discontinued operations are included within equity in income of subsidiaries in the parent company statement of income for the year ended December 31, 2020.

In addition, Genworth Financial completed the sale of Genworth Australia on March 3, 2021 through its subsidiaries. Income from discontinued operations related to the sale of this business is also included within equity in income of subsidiaries in the parent company statements of income for the periods presented herein.

Schedule II

Genworth Financial, Inc.

(Parent Company Only)

Notes to Schedule II

Years Ended December 31, 2022, 2021 and 2020

Income from discontinued operations presented in the parent company statement of income for the year ended December 31, 2020 relates to tax adjustments incurred by Genworth Financial related to previously disposed businesses.