EX-99.2

Exhibit 99.2

TABLE OF CONTENTS


	Page
Item 1. Financial Statements		2
Condensed Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012 (Unaudited)		2
Condensed Consolidated Statements of Income for the three months ended March 31, 2013 and 2012 (Unaudited)		3
Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2013 and 2012 (Unaudited)		4
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2013 and 2012 (Unaudited)		5
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012 (Unaudited)		6
Notes to Condensed Consolidated Financial Statements (Unaudited)		7

Item 1.

Financial Statements

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in millions, except per share amounts)

(Unaudited)


	March 31, 2013			December 31, 2012
Assets
Investments:
Fixed maturity securities available-for-sale, at fair value	$	61,082		$	62,161
Equity securities available-for-sale, at fair value		490			518
Commercial mortgage loans		5,866			5,872
Restricted commercial mortgage loans related to securitization entities		324			341
Policy loans		1,606			1,601
Other invested assets		2,982			3,493
Restricted other invested assets related to securitization entities, at fair value		399			393

Total investments		72,749			74,379
Cash and cash equivalents		3,797			3,632
Accrued investment income		769			715
Deferred acquisition costs		5,050			5,036
Intangible assets		346			366
Goodwill		868			868
Reinsurance recoverable		17,211			17,230
Other assets		706			710
Separate account assets		10,140			9,937
Assets associated with discontinued operations		439			439

Total assets	$	112,075		$	113,312

Liabilities and stockholders’ equity
Liabilities:
Future policy benefits	$	33,601		$	33,505
Policyholder account balances		25,886			26,262
Liability for policy and contract claims		7,343			7,509
Unearned premiums		4,193			4,333
Other liabilities ($123 and $133 other liabilities related to securitization entities)		5,028			5,239
Borrowings related to securitization entities ($71 and $62 at fair value)		329			336
Non-recourse funding obligations		2,062			2,066
Long-term borrowings		4,766			4,776
Deferred tax liability		1,132			1,507
Separate account liabilities		10,140			9,937
Liabilities associated with discontinued operations		86			61

Total liabilities		94,566			95,531

Commitments and contingencies

Stockholders’ equity:
Class A common stock, $0.001 par value; 1.5 billion shares authorized; 581 million and 580 million shares issued as of March 31, 2013 and December 31, 2012, respectively; 493 million and 492 million shares outstanding as of March 31, 2013 and December 31, 2012, respectively		1			1
Additional paid-in capital		12,131			12,127

Accumulated other comprehensive income (loss):
Net unrealized investment gains (losses):
Net unrealized gains (losses) on securities not other-than-temporarily impaired		2,471			2,692
Net unrealized gains (losses) on other-than-temporarily impaired securities		(28	)		(54	)

Net unrealized investment gains (losses)		2,443			2,638

Derivatives qualifying as hedges		1,799			1,909
Foreign currency translation and other adjustments		582			655

Total accumulated other comprehensive income (loss)		4,824			5,202
Retained earnings		1,966			1,863
Treasury stock, at cost (88 million shares as of March 31, 2013 and December 31, 2012)		(2,700	)		(2,700	)

Total Genworth’s stockholders’ equity		16,222			16,493
Noncontrolling interests		1,287			1,288

Total stockholders’ equity		17,509			17,781

Total liabilities and stockholders’ equity	$	112,075		$	113,312

See Notes to Condensed Consolidated Financial Statements

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Amounts in millions, except per share amounts)

(Unaudited)


	Three months ended March 31,
	2013			2012
Revenues:
Premiums	$	1,261		$	1,106
Net investment income		814			832
Net investment gains (losses)		(61	)		37
Insurance and investment product fees and other		289			340

Total revenues		2,303			2,315

Benefits and expenses:
Benefits and other changes in policy reserves		1,201			1,232
Interest credited		184			195
Acquisition and operating expenses, net of deferrals		433			440
Amortization of deferred acquisition costs and intangibles		122			271
Interest expense		126			95

Total benefits and expenses		2,066			2,233

Income from continuing operations before income taxes		237			82
Provision for income taxes		76			15

Income from continuing operations		161			67
Income (loss) from discontinued operations, net of taxes		(20	)		12

Net income		141			79
Less: net income attributable to noncontrolling interests		38			33

Net income available to Genworth’s common stockholders	$	103		$	46

Income from continuing operations available to Genworth’s common stockholders per common share:
Basic	$	0.25		$	0.07

Diluted	$	0.25		$	0.07

Net income available to Genworth’s common stockholders per common share:
Basic	$	0.21		$	0.09

Diluted	$	0.21		$	0.09

Weighted-average common shares outstanding:
Basic		492.5			491.2

Diluted		496.8			495.7

Supplemental disclosures:
Total other-than-temporary impairments	$	(12	)	$	(16	)
Portion of other-than-temporary impairments included in other comprehensive income (loss)		—			(1	)

Net other-than-temporary impairments		(12	)		(17	)
Other investments gains (losses)		(49	)		54

Total net investment gains (losses)	$	(61	)	$	37

See Notes to Condensed Consolidated Financial Statements

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in millions)

(Unaudited)


	Three months ended March 31,
	2013			2012
Net income	$	141		$	79
Other comprehensive income (loss), net of taxes:
Net unrealized gains (losses) on securities not other-than-temporarily impaired		(217	)		(185	)
Net unrealized gains (losses) on other-than-temporarily impaired securities		26			21
Derivatives qualifying as hedges		(110	)		(329	)
Foreign currency translation and other adjustments		(104	)		116

Total other comprehensive income (loss)		(405	)		(377	)

Total comprehensive income (loss)		(264	)		(298	)
Less: comprehensive income attributable to noncontrolling interests		11			47

Total comprehensive income (loss) available to Genworth’s common stockholders	$	(275	)	$	(345	)

See Notes to Condensed Consolidated Financial Statements

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Amounts in millions)

(Unaudited)


	Common stock		Additional paid-in capital		Accumulated other comprehensive income (loss)			Retained earnings		Treasury stock, at cost			Total Genworth’s stockholders’ equity			Noncontrolling interests			Total stockholders’ equity
Balances as of December 31, 2012	$	1	$	12,127	$	5,202		$	1,863	$	(2,700	)	$	16,493		$	1,288		$	17,781

Comprehensive income (loss):
Net income		—		—		—			103		—			103			38			141
Net unrealized gains (losses) on securities not other-than-temporarily impaired		—		—		(221	)		—		—			(221	)		4			(217	)
Net unrealized gains (losses) on other-than-temporarily impaired securities		—		—		26			—		—			26			—			26
Derivatives qualifying as hedges		—		—		(110	)		—		—			(110	)		—			(110	)
Foreign currency translation and other adjustments		—		—		(73	)		—		—			(73	)		(31	)		(104	)

Total comprehensive income (loss)														(275	)		11			(264	)
Dividends to noncontrolling interests		—		—		—			—		—			—			(13	)		(13	)
Stock-based compensation expense and exercises and other		—		4		—			—		—			4			1			5

Balances as of March 31, 2013	$	1	$	12,131	$	4,824		$	1,966	$	(2,700	)	$	16,222		$	1,287		$	17,509

Balances as of December 31, 2011	$	1	$	12,136	$	4,047		$	1,538	$	(2,700	)	$	15,022		$	1,110		$	16,132

Comprehensive income (loss):
Net income		—		—		—			46		—			46			33			79
Net unrealized gains (losses) on securities not other-than-temporarily impaired		—		—		(179	)		—		—			(179	)		(6	)		(185	)
Net unrealized gains (losses) on other-than-temporarily impaired securities		—		—		21			—		—			21			—			21
Derivatives qualifying as hedges		—		—		(329	)		—		—			(329	)		—			(329	)
Foreign currency translation and other adjustments		—		—		96			—		—			96			20			116

Total comprehensive income (loss)														(345	)		47			(298	)
Dividends to noncontrolling interests		—		—		—			—		—			—			(12	)		(12	)
Stock-based compensation expense and exercises and other		—		14		—			—		—			14			—			14

Balances as of March 31, 2012	$	1	$	12,150	$	3,656		$	1,584	$	(2,700	)	$	14,691		$	1,145		$	15,836

See Notes to Condensed Consolidated Financial Statements

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in millions)

(Unaudited)


	Three months ended March 31,
	2013			2012
Cash flows from operating activities:
Net income	$	141		$	79
Less (income) loss from discontinued operations, net of taxes		20			(12	)
Adjustments to reconcile net income to net cash from operating activities:
Amortization of fixed maturity discounts and premiums and limited partnerships		(5	)		(19	)
Net investment losses (gains)		61			(37	)
Charges assessed to policyholders		(202	)		(187	)
Acquisition costs deferred		(105	)		(154	)
Amortization of deferred acquisition costs and intangibles		122			271
Deferred income taxes		(182	)		21
Net increase (decrease) in trading securities, held-for-sale investments and derivative instruments		(27	)		(45	)
Stock-based compensation expense		9			9
Change in certain assets and liabilities:
Accrued investment income and other assets		(42	)		(99	)
Insurance reserves		541			369
Current tax liabilities		202			(87	)
Other liabilities and other policy-related balances		(474	)		(370	)
Cash from operating activities—discontinued operations		1			9

Net cash from operating activities		60			(252	)

Cash flows from investing activities:
Proceeds from maturities and repayments of investments:
Fixed maturity securities		1,212			969
Commercial mortgage loans		212			142
Restricted commercial mortgage loans related to securitization entities		17			14
Proceeds from sales of investments:
Fixed maturity and equity securities		1,310			1,717
Purchases and originations of investments:
Fixed maturity and equity securities		(2,069	)		(3,049	)
Commercial mortgage loans		(203	)		(81	)
Other invested assets, net		(26	)		436
Policy loans, net		—			(6	)
Cash from investing activities—discontinued operations		—			(18	)

Net cash from investing activities		453			124

Cash flows from financing activities:
Deposits to universal life and investment contracts		445			662
Withdrawals from universal life and investment contracts		(678	)		(600	)
Redemption and repurchase of non-recourse funding obligations		(4	)		(563	)
Proceeds from the issuance of long-term debt		—			361
Repayment of borrowings related to securitization entities		(17	)		(19	)
Dividends paid to noncontrolling interests		(13	)		(12	)
Other, net		(32	)		(17	)
Cash from financing activities—discontinued operations		—			(1	)

Net cash from financing activities		(299	)		(189	)

Effect of exchange rate changes on cash and cash equivalents		(48	)		16

Net change in cash and cash equivalents		166			(301	)
Cash and cash equivalents at beginning of period		3,653			4,488

Cash and cash equivalents at end of period		3,819			4,187
Less cash and cash equivalents of discontinued operations at end of period		22			35

Cash and cash equivalents of continuing operations at end of period	$	3,797		$	4,152

See Notes to Condensed Consolidated Financial Statements

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1) Formation of Genworth and Basis of Presentation

Genworth Holdings, Inc. (formerly known as Genworth Financial, Inc.) was incorporated in Delaware on October 23, 2003. On April 1, 2013, Genworth completed a holding company reorganization as further described in note 11. The accompanying condensed financial statements include on a consolidated basis the accounts of Genworth and our affiliate companies in which we hold a majority voting interest or where we are the primary beneficiary of a variable interest entity. All intercompany accounts and transactions have been eliminated in consolidation.

We have the following operating segments:

•

U.S. Life Insurance. We offer and manage a variety of insurance and fixed annuity products. Our primary insurance products include life insurance, long-term care insurance and fixed annuities.

•

International Mortgage Insurance. We are a leading provider of mortgage insurance products and related services in Canada and Australia and also participate in select European and other countries. Our products predominantly insure prime-based, individually underwritten residential mortgage loans, also known as flow mortgage insurance. On a selective basis, we also provide mortgage insurance on a structured, or bulk, basis that aids in the sale of mortgages to the capital markets and helps lenders manage capital and risk. Additionally, we offer services, analytical tools and technology that enable lenders to operate efficiently and manage risk.

•

U.S. Mortgage Insurance. In the United States, we offer mortgage insurance products predominantly insuring prime-based, individually underwritten residential mortgage loans, also known as flow mortgage insurance. We selectively provide mortgage insurance on a bulk basis with essentially all of our bulk writings prime-based. Additionally, we offer services, analytical tools and technology that enable lenders to operate efficiently and manage risk.

•

International Protection. We are a leading provider of payment protection coverages (referred to as lifestyle protection) in multiple European countries and have operations in select other countries. Our lifestyle protection insurance products primarily help consumers meet specified payment obligations should they become unable to pay due to accident, illness, involuntary unemployment, disability or death.

•

Runoff. The Runoff segment includes the results of non-strategic products which are no longer actively sold. Our non-strategic products primarily include our variable annuity, variable life insurance, institutional, corporate-owned life insurance and other accident and health insurance products. Institutional products consist of: funding agreements, funding agreements backing notes (“FABNs”) and guaranteed investment contracts (“GICs”). In January 2011, we discontinued new sales of retail and group variable annuities while continuing to service our existing blocks of business.

We also have Corporate and Other activities which include debt financing expenses that are incurred at our holding company level, unallocated corporate income and expenses, eliminations of inter-segment transactions and the results of other businesses that are managed outside of our operating segments. On March 27, 2013, we announced that we had agreed to sell our wealth management business to AqGen Liberty Acquisition, Inc., a subsidiary of AqGen Liberty Holdings LLC, a partnership of Aquiline Capital Partners and Genstar Capital, and the sale is expected to close in the second half of 2013. As a result, this business has been accounted for as discontinued operations and its financial position, results of operations and cash flows are separately reported for

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

all periods presented. Our wealth management business, previously a separate segment, is separately presented as discontinued operations and all prior periods reflected herein have been re-presented on this basis. See note 10 for additional information.

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Preparing financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ from those estimates. These 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 condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. The condensed consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and related notes contained in our 2012 Annual Report on Form 10-K. Certain prior year amounts have been reclassified to conform to the current year presentation.

We have a practice of refunding the post-delinquent premiums in our U.S. mortgage insurance business to the insured party if the delinquent loan goes to claim. Our historical accounting practice was to account for these premium refunds as a reduction in premiums upon payment. In the first quarter of 2013, we determined that we should have been recording a liability for premiums received on the delinquent loans where our practice was to refund post-delinquent premiums. This error was not material to our consolidated financial condition, results of operations or cash flows as presented in our previously filed annual and quarterly financial statements; however, the adjustment to correct the cumulative effect of this error would have been material if recorded in the first quarter of 2013. We restated our financial statements to correct this error for all periods presented herein. The cumulative decrease to retained earnings was $46 million as of January 1, 2012.

The following table summarizes the impact on our consolidated balance sheet as of December 31, 2012 to reflect the recording of a liability for premiums received on the delinquent loans expected to be refunded upon claim in our U.S. mortgage insurance business:


(Amounts in millions)	As previously reported⁽¹⁾		Premium restatement			As restated
Liabilities and stockholders’ equity
Liabilities:
Other liabilities	$	5,171	$	68		$	5,239
Deferred tax liability	$	1,531	$	(24	)	$	1,507
Total liabilities	$	95,487	$	44		$	95,531
Stockholders’ equity:
Retained earnings	$	1,907	$	(44	)	$	1,863
Total Genworth’s stockholders’ equity	$	16,537	$	(44	)	$	16,493

⁽¹⁾	Previously reported has been adjusted for our wealth management business that is now reported as discontinued operations. See note 10 for additional information on discontinued operations.

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table summarizes the impact on our consolidated statement of income for the three months ended March 31, 2012 to reflect the recording of a liability for premiums received on the delinquent loans expected to be refunded upon claim in our U.S. mortgage insurance business:


(Amounts in millions)	As previously reported⁽¹⁾		Premium restatement			As restated
Premiums	$	1,107	$	(1	)	$	1,106
Total revenues	$	2,316	$	(1	)	$	2,315
Income from continuing operations before income taxes	$	83	$	(1	)	$	82
Income from continuing operations	$	68	$	(1	)	$	67
Net income	$	80	$	(1	)	$	79
Net income available to Genworth’s common stockholders	$	47	$	(1	)	$	46
Net income available to Genworth’s common stockholders per common share:
Basic	$	0.09	$	—		$	0.09
Diluted	$	0.09	$	—		$	0.09

⁽¹⁾	Previously reported has been adjusted for our wealth management business that is now reported as discontinued operations. See note 10 for additional information on discontinued operations.

Total comprehensive income (loss) for the three months ended March 31, 2012 changed by an amount consistent with net income above.

In our previously reported condensed consolidated statement of cash flows for the three months ended March 31, 2012, net income in cash flows from operating activities has been restated by a decrease of $1 million with an offsetting increase to other liabilities and other policy-related balances in cash flows from operating activities. The restatement had no effect on total cash flows from operating, investing or financing activities in the three months ended March 31, 2012.

(2) Accounting Changes

On January 1, 2013, we adopted new accounting guidance for disclosures about offsetting assets and liabilities. This guidance requires an entity to disclose information about offsetting and related arrangements to enable users to understand the effect of those arrangements on its financial position. The adoption of this accounting guidance impacted our disclosures only and did not impact our consolidated results.

On January 1, 2013, we adopted new accounting guidance related to the presentation of the reclassification of items out of accumulated other comprehensive income into net income. The adoption of this accounting guidance impacted our disclosures only and did not impact our consolidated results.

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(3) 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 shares outstanding for the periods indicated:


	Three months ended March 31,
(Amounts in millions, except per share amounts)	2013			2012
Weighted-average shares used in basic earnings per common share calculations		492.5			491.2
Potentially dilutive securities:
Stock options, restricted stock units and stock appreciation rights		4.3			4.5

Weighted-average shares used in diluted earnings per common share calculations		496.8			495.7

Income from continuing operations:
Income from continuing operations	$	161		$	67
Less: income from continuing operations attributable to noncontrolling interests		38			33

Income from continuing operations available to Genworth’s common stockholders	$	123		$	34

Basic per common share	$	0.25		$	0.07

Diluted per common share	$	0.25		$	0.07

Income (loss) from discontinued operations:
Income (loss) from discontinued operations, net of taxes	$	(20	)	$	12
Less: income from discontinued operations, net of taxes, attributable to noncontrolling interests		—			—

Income (loss) from discontinued operations, net of taxes, available to Genworth’s common stockholders	$	(20	)	$	12

Basic per common share	$	(0.04	)	$	0.03

Diluted per common share	$	(0.04	)	$	0.02

Net income:
Income from continuing operations	$	161		$	67
Income (loss) from discontinued operations, net of taxes		(20	)		12

Net income		141			79
Less: net income attributable to noncontrolling interests		38			33

Net income available to Genworth’s common stockholders	$	103		$	46

Basic per common share	$	0.21		$	0.09

Diluted per common share	$	0.21		$	0.09

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(4) Investments

(a) Net Investment Income

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


	Three months ended March 31,
(Amounts in millions)	2013			2012
Fixed maturity securities—taxable	$	656		$	660
Fixed maturity securities—non-taxable		2			4
Commercial mortgage loans		82			84
Restricted commercial mortgage loans related to securitization entities		7			9
Equity securities		4			4
Other invested assets		48			53
Policy loans		32			31
Cash, cash equivalents and short-term investments		7			10

Gross investment income before expenses and fees		838			855
Expenses and fees		(24	)		(23	)

Net investment income	$	814		$	832

(b) Net Investment Gains (Losses)

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


	Three months ended March 31,
(Amounts in millions)	2013			2012
Available-for-sale securities:
Realized gains	$	40		$	63
Realized losses		(66	)		(46	)

Net realized gains (losses) on available-for-sale securities		(26	)		17

Impairments:
Total other-than-temporary impairments		(12	)		(16	)
Portion of other-than-temporary impairments included in other comprehensive income (loss)		—			(1	)

Net other-than-temporary impairments		(12	)		(17	)

Trading securities		10			(25	)
Commercial mortgage loans		2			2
Net gains related to securitization entities		7			34
Derivative instruments ⁽¹⁾		(42	)		26
Contingent consideration adjustment		1			—
Other		(1	)		—

Net investment gains (losses)	$	(61	)	$	37

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

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

We generally intend to hold securities in unrealized loss positions until they recover. However, from time to time, our intent on an individual security may change, based upon market or other unforeseen developments. In such instances, we sell securities in the ordinary course of managing our portfolio to meet diversification, credit quality, yield and liquidity requirements. If a loss is recognized from a sale subsequent to a balance sheet date due to these unexpected developments, the loss is recognized in the period in which we determined that we have the intent to sell the securities or it is more likely than not that we will be required to sell the securities prior to recovery. The aggregate fair value of securities sold at a loss during the periods ended March 31, 2013 and 2012 was $577 million and $357 million, respectively, which was approximately 90% of book value for both periods.

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


(Amounts in millions)	2013			2012
Beginning balance	$	387		$	646
Additions:
Other-than-temporary impairments not previously recognized		2			2
Increases related to other-than-temporary impairments previously recognized		4			13
Reductions:
Securities sold, paid down or disposed		(142	)		(51	)

Ending balance	$	251		$	610

(c) Unrealized Investment Gains and Losses

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)	March 31, 2013			December 31, 2012
Net unrealized gains (losses) on investment securities:
Fixed maturity securities	$	5,684		$	6,086
Equity securities		44			34
Other invested assets		(5	)		(8	)

Subtotal		5,723			6,112
Adjustments to deferred acquisition costs, present value of future profits, sales inducements and benefit reserves		(1,820	)		(1,925	)
Income taxes, net		(1,364	)		(1,457	)

Net unrealized investment gains (losses)		2,539			2,730
Less: net unrealized investment gains (losses) attributable to noncontrolling interests		96			92

Net unrealized investment gains (losses) attributable to Genworth	$	2,443		$	2,638

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 three months ended March 31:


(Amounts in millions)	2013			2012
Beginning balance	$	2,638		$	1,485
Unrealized gains (losses) arising during the period:
Unrealized gains (losses) on investment securities		(427	)		(212	)
Adjustment to deferred acquisition costs		16			(47	)
Adjustment to present value of future profits		1			11
Adjustment to sales inducements		(3	)		(10	)
Adjustment to benefit reserves		91			1
Provision for income taxes		106			93

Change in unrealized gains (losses) on investment securities		(216	)		(164	)
Reclassification adjustments to net investment (gains) losses, net of taxes of $(13) and $—		25			—

Change in net unrealized investment gains (losses)		(191	)		(164	)
Less: change in net unrealized investment gains (losses) attributable to noncontrolling interests		4			(6	)

Ending balance	$	2,443		$	1,327

(d) Fixed Maturity and Equity Securities

As of March 31, 2013, the amortized cost or cost, gross unrealized gains (losses) and fair value of our fixed maturity and equity securities classified as available-for-sale were as follows:


			Gross unrealized gains				Gross unrealized losses
(Amounts in millions)	Amortized cost or cost		Not other-than- temporarily impaired		Other-than- temporarily impaired		Not other-than- temporarily impaired			Other-than- temporarily impaired			Fair value
Fixed maturity securities:
U.S. government, agencies and government-sponsored enterprises	$	4,510	$	924	$	—	$	(53	)	$	—		$	5,381
Tax-exempt		277		14		—		(21	)		—			270
Government—non-U.S.		2,132		215		—		(2	)		—			2,345
U.S. corporate		22,954		3,073		20		(111	)		—			25,936
Corporate—non-U.S.		14,421		1,158		—		(39	)		—			15,540
Residential mortgage-backed		5,542		535		10		(82	)		(63	)		5,942
Commercial mortgage-backed		2,948		162		3		(46	)		(11	)		3,056
Other asset-backed		2,620		51		—		(57	)		(2	)		2,612

Total fixed maturity securities		55,404		6,132		33		(411	)		(76	)		61,082
Equity securities		446		47		—		(3	)		—			490

Total available-for-sale securities	$	55,850	$	6,179	$	33	$	(414	)	$	(76	)	$	61,572

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As of December 31, 2012, the amortized cost or cost, gross unrealized gains (losses) and fair value of our fixed maturity and equity securities classified as available-for-sale were as follows:


			Gross unrealized gains				Gross unrealized losses
(Amounts in millions)	Amortized cost or cost		Not other-than- temporarily impaired		Other-than- temporarily impaired		Not other-than- temporarily impaired			Other-than- temporarily impaired			Fair value
Fixed maturity securities:
U.S. government, agencies and government-sponsored enterprises	$	4,484	$	1,025	$	—	$	(18	)	$	—		$	5,491
Tax-exempt		308		16		—		(30	)		—			294
Government—non-U.S.		2,173		250		—		(1	)		—			2,422
U.S. corporate		22,873		3,317		19		(104	)		—			26,105
Corporate—non-U.S.		14,577		1,262		—		(47	)		—			15,792
Residential mortgage-backed		5,744		549		13		(124	)		(101	)		6,081
Commercial mortgage-backed		3,253		178		5		(82	)		(21	)		3,333
Other asset-backed		2,660		50		—		(65	)		(2	)		2,643

Total fixed maturity securities		56,072		6,647		37		(471	)		(124	)		62,161
Equity securities		483		41		—		(6	)		—			518

Total available-for-sale securities	$	56,555	$	6,688	$	37	$	(477	)	$	(124	)	$	62,679

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the gross unrealized losses and fair values of our investment securities, aggregated by investment type and length of time that individual investment securities have been in a continuous unrealized loss position, as of March 31, 2013:


	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 ⁽¹⁾			Number of securities		Fair value		Gross unrealized losses ⁽²⁾			Number of securities
Description of Securities
Fixed maturity securities:
U.S. government, agencies and government-sponsored enterprises	$	766	$	(53	)		22	$	—	$	—			—	$	766	$	(53	)		22
Tax-exempt		—		—			—		112		(21	)		10		112		(21	)		10
Government—non-U.S.		133		(2	)		18		—		—			—		133		(2	)		18
U.S. corporate		1,579		(50	)		211		529		(61	)		47		2,108		(111	)		258
Corporate—non-U.S.		1,184		(17	)		138		241		(22	)		20		1,425		(39	)		158
Residential mortgage-backed		277		(2	)		42		360		(143	)		227		637		(145	)		269
Commercial mortgage-backed		172		(2	)		23		533		(55	)		92		705		(57	)		115
Other asset-backed		153		(1	)		31		150		(58	)		16		303		(59	)		47

Subtotal, fixed maturity securities		4,264		(127	)		485		1,925		(360	)		412		6,189		(487	)		897
Equity securities		43		(2	)		47		12		(1	)		6		55		(3	)		53

Total for securities in an unrealized loss position	$	4,307	$	(129	)		532	$	1,937	$	(361	)		418	$	6,244	$	(490	)		950

% Below cost—fixed maturity securities:
<20% Below cost	$	4,257	$	(125	)		479	$	1,624	$	(143	)		267	$	5,881	$	(268	)		746
20%-50% Below cost		7		(2	)		6		272		(138	)		92		279		(140	)		98
>50% Below cost		—		—			—		29		(79	)		53		29		(79	)		53

Total fixed maturity securities		4,264		(127	)		485		1,925		(360	)		412		6,189		(487	)		897

% Below cost—equity securities:
<20% Below cost		43		(2	)		47		12		(1	)		6		55		(3	)		53

Total equity securities		43		(2	)		47		12		(1	)		6		55		(3	)		53

Total for securities in an unrealized loss position	$	4,307	$	(129	)		532	$	1,937	$	(361	)		418	$	6,244	$	(490	)		950

Investment grade	$	4,070	$	(121	)		439	$	1,157	$	(162	)		175	$	5,227	$	(283	)		614
Below investment grade ⁽³⁾		237		(8	)		93		780		(199	)		243		1,017		(207	)		336

Total for securities in an unrealized loss position	$	4,307	$	(129	)		532	$	1,937	$	(361	)		418	$	6,244	$	(490	)		950

⁽¹⁾	Amounts included $75 million of unrealized losses on other-than-temporarily impaired securities.

⁽²⁾	Amounts included $76 million of unrealized losses on other-than-temporarily impaired securities.

⁽³⁾	Amounts that have been in a continuous loss position for 12 months or more included $74 million of unrealized losses on other-than-temporarily impaired securities.

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As indicated in the table above, the majority of the securities in a continuous unrealized loss position for less than 12 months were investment grade and less than 20% below cost. These unrealized losses were primarily attributable to lower credit ratings since acquisition for corporate securities across various industry sectors. For securities that have been in a continuous unrealized loss for less than 12 months, the average fair value percentage below cost was approximately 3% as of March 31, 2013.

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

Of the $143 million of unrealized losses on fixed maturity securities in a continuous unrealized loss for 12 months or more that were less than 20% below cost, the weighted-average rating was “BBB-” and approximately 61% of the unrealized losses were related to investment grade securities as of March 31, 2013. These unrealized losses were attributable to the lower credit ratings for these securities since acquisition, primarily associated with corporate securities in the finance and insurance sector. The average fair value percentage below cost for these securities was approximately 8% as of March 31, 2013. See below for additional discussion related to fixed maturity securities that have been in a continuous loss position for 12 months or more with a fair value that was more than 20% below cost.

The following tables present the concentration of gross unrealized losses and fair values of fixed maturity securities that were more than 20% below cost and in a continuous loss position for 12 months or more by asset class as of March 31, 2013:


	Investment Grade
	20% to 50%										Greater than 50%
(Dollar amounts in millions)	Fair value		Gross unrealized losses			% of total gross unrealized losses			Number of securities		Fair value		Gross unrealized losses			% of total gross unrealized losses			Number of securities
Fixed maturity securities:
Tax-exempt	$	16	$	(6	)		1	%		2	$	—	$	—			—	%		—
U.S. corporate		18		(5	)		1			1		—		—			—			—
Corporate—non-U.S.		32		(15	)		3			7		—		—			—			—
Structured securities:
Residential mortgage-backed		21		(12	)		2			9		2		(3	)		1			6
Commercial mortgage-backed		2		(1	)		—			2		—		(1	)		—			1
Other asset-backed		51		(32	)		7			3		—		—			—			—

Total structured securities		74		(45	)		9			14		2		(4	)		1			7

Total	$	140	$	(71	)		14	%		24	$	2	$	(4	)		1	%		7

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	Below Investment Grade
	20% to 50%										Greater than 50%
(Dollar amounts in millions)	Fair value		Gross unrealized losses			% of total gross unrealized losses			Number of securities		Fair value		Gross unrealized losses			% of total gross unrealized losses			Number of securities
Fixed maturity securities:
U.S. corporate	$	2	$	(1	)		—	%		3	$	—	$	—			—	%		—
Structured securities:
Residential mortgage-backed		94		(44	)		9			52		18		(61	)		12			41
Commercial mortgage-backed		22		(12	)		2			12		3		(4	)		1			3
Other asset-backed		14		(10	)		2			1		6		(10	)		2			2

Total structured securities		130		(66	)		13			65		27		(75	)		15			46

Total	$	132	$	(67	)		13	%		68	$	27	$	(75	)		15	%		46

For all securities in an unrealized loss position, we expect to recover the amortized cost based on our estimate of cash flows to be collected. We do not intend to sell and it is not more likely than not that we will be required to sell these securities prior to recovering our amortized cost. See the following for further discussion of gross unrealized losses by asset class.

Corporate Debt Securities

The following tables present the concentration of gross unrealized losses and fair values related to corporate debt fixed maturity securities that were more than 20% below cost and in a continuous loss position for 12 months or more by industry as of March 31, 2013:


	Investment Grade
	20% to 50%										Greater than 50%
(Dollar amounts in millions)	Fair value		Gross unrealized losses			% of total gross unrealized losses			Number of securities		Fair value		Gross unrealized losses		% of total gross unrealized losses			Number of securities
Industry:
Finance and insurance	$	50	$	(20	)		4	%		8	$	—	$	—		—	%		—

Total	$	50	$	(20	)		4	%		8	$	—	$	—		—	%		—

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	Below Investment Grade
	20% to 50%										Greater than 50%
(Dollar amounts in millions)	Fair value		Gross unrealized losses			% of total gross unrealized losses			Number of securities		Fair value		Gross unrealized losses		% of total gross unrealized losses			Number of securities
Industry:
Consumer-cyclical	$	2	$	(1	)		—	%		3	$	—	$	—		—	%		—

Total	$	2	$	(1	)		—	%		3	$	—	$	—		—	%		—

Of the total unrealized losses of $21 million for corporate fixed maturity securities presented in the preceding tables, $20 million, or 95%, of the unrealized losses related to issuers in the finance and insurance sector that were 29% below cost on average. Given the current market conditions, including current financial industry events and uncertainty around global economic conditions, the fair value of these debt securities has declined due to credit spreads that have widened since acquisition. In our examination of these securities, we considered all available evidence, including the issuers’ financial condition and current industry events to develop our conclusion on the amount and timing of the cash flows expected to be collected. Based on this evaluation, we determined that the unrealized losses on these debt securities represented temporary impairments as of March 31, 2013. The $20 million of unrealized losses related to the finance and insurance industry related to financial hybrid securities on which a debt impairment model was employed. Most of our hybrid securities retained a credit rating of investment grade. The fair value of these hybrid securities has been impacted by credit spreads that have widened since acquisition and reflect uncertainty surrounding the extent and duration of government involvement, potential capital restructuring of these institutions, and continued but diminishing risk that income payments may be deferred. We continue to receive our contractual payments and expect to fully recover our amortized cost.

We expect that our investments in corporate securities will continue to perform in accordance with our expectations about the amount and timing of estimated cash flows. Although we do not anticipate such events, it is at least reasonably possible that issuers of our investments in corporate securities will perform worse than current expectations. Such events may lead us to recognize write-downs within our portfolio of corporate securities in the future.

Structured Securities

Of the $190 million of unrealized losses related to structured securities that have been in an unrealized loss position for 12 months or more and were more than 20% below cost, $64 million related to other-than-temporarily impaired securities where the unrealized losses represented the portion of the other-than-temporary impairment recognized in OCI. The extent and duration of the unrealized loss position on our structured securities was primarily due to the ongoing concern and uncertainty about the residential and commercial real estate market and unemployment, resulting in credit spreads that have widened since acquisition. Additionally, the fair value of certain structured securities has been significantly impacted from high risk premiums being incorporated into the valuation as a result of the amount of potential losses that may be absorbed by the security in the event of additional deterioration in the U.S. housing market.

While we considered the length of time each security had been in an unrealized loss position, the extent of the unrealized loss position and any significant declines in fair value subsequent to the balance sheet date in our

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

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

Based on this evaluation, the present value of expected cash flows was greater than or equal to the amortized cost for each security. Accordingly, we determined that the unrealized losses on each of our structured securities represented temporary impairments as of March 31, 2013.

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

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	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 ⁽¹⁾			Number of securities		Fair value		Gross unrealized losses ⁽²⁾			Number of securities
Description of Securities
Fixed maturity securities:
U.S. government, agencies and government-sponsored enterprises	$	655	$	(18	)		19	$	—	$	—			—	$	655	$	(18	)		19
Tax-exempt		—		—			—		137		(30	)		13		137		(30	)		13
Government—non-U.S.		103		(1	)		21		—		—			—		103		(1	)		21
U.S. corporate		859		(19	)		154		646		(85	)		65		1,505		(104	)		219
Corporate—non-U.S.		665		(9	)		105		436		(38	)		41		1,101		(47	)		146
Residential mortgage-backed		152		(1	)		32		494		(224	)		278		646		(225	)		310
Commercial mortgage-backed		183		(1	)		20		749		(102	)		130		932		(103	)		150
Other asset-backed		282		(1	)		42		185		(66	)		18		467		(67	)		60

Subtotal, fixed maturity securities		2,899		(50	)		393		2,647		(545	)		545		5,546		(595	)		938
Equity securities		52		(4	)		32		14		(2	)		13		66		(6	)		45

Total for securities in an unrealized loss position	$	2,951	$	(54	)		425	$	2,661	$	(547	)		558	$	5,612	$	(601	)		983

% Below cost—fixed maturity securities:
<20% Below cost	$	2,899	$	(50	)		393	$	2,151	$	(194	)		337	$	5,050	$	(244	)		730
20%-50% Below cost		—		—			—		445		(218	)		128		445		(218	)		128
>50% Below cost		—		—			—		51		(133	)		80		51		(133	)		80

Total fixed maturity securities		2,899		(50	)		393		2,647		(545	)		545		5,546		(595	)		938

% Below cost—equity securities:
<20% Below cost		47		(2	)		29		12		(1	)		11		59		(3	)		40
20%-50% Below cost		5		(2	)		3		2		(1	)		2		7		(3	)		5

Total equity securities		52		(4	)		32		14		(2	)		13		66		(6	)		45

Total for securities in an unrealized loss position	$	2,951	$	(54	)		425	$	2,661	$	(547	)		558	$	5,612	$	(601	)		983

Investment grade	$	2,761	$	(43	)		356	$	1,616	$	(209	)		235	$	4,377	$	(252	)		591
Below investment grade ⁽³⁾		190		(11	)		69		1,045		(338	)		323		1,235		(349	)		392

Total for securities in an unrealized loss position	$	2,951	$	(54	)		425	$	2,661	$	(547	)		558	$	5,612	$	(601	)		983

⁽¹⁾	Amounts included $123 million of unrealized losses on other-than-temporarily impaired securities.

⁽²⁾	Amounts included $124 million of unrealized losses on other-than-temporarily impaired securities.

⁽³⁾	Amounts that have been in a continuous loss position for 12 months or more included $119 million of unrealized losses on other-than-temporarily impaired securities.

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The scheduled maturity distribution of fixed maturity securities as of March 31, 2013 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	$	2,704	$	2,731
Due after one year through five years		10,398		10,997
Due after five years through ten years		11,176		12,243
Due after ten years		20,016		23,501

Subtotal		44,294		49,472
Residential mortgage-backed		5,542		5,942
Commercial mortgage-backed		2,948		3,056
Other asset-backed		2,620		2,612

Total	$	55,404	$	61,082

As of March 31, 2013, $5,278 million of our investments (excluding mortgage-backed and asset-backed securities) were subject to certain call provisions.

As of March 31, 2013, securities issued by utilities and energy, finance and insurance, and consumer—non-cyclical industry groups represented approximately 24%, 20% and 12% of our domestic and foreign corporate fixed maturity securities portfolio, respectively. No other industry group comprised more than 10% of our investment portfolio. This portfolio is widely diversified among various geographic regions in the United States and internationally, and is not dependent on the economic stability of one particular region.

As of March 31, 2013, 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 prepayments, amortization and allowance for loan losses.

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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


	March 31, 2013						December 31, 2012
(Amounts in millions)	Carrying value			% of total			Carrying value			% of total
Property type:
Retail	$	1,953			33	%	$	1,895			32	%
Office		1,595			27			1,580			27
Industrial		1,584			27			1,603			27
Apartments		542			9			552			9
Mixed use/other		230			4			282			5

Subtotal		5,904			100	%		5,912			100	%

Unamortized balance of loan origination fees and costs		2						2
Allowance for losses		(40	)					(42	)

Total	$	5,866					$	5,872


	March 31, 2013						December 31, 2012
(Amounts in millions)	Carrying value			% of total			Carrying value			% of total
Geographic region:
Pacific	$	1,582			27	%	$	1,553			26	%
South Atlantic		1,549			26			1,587			27
Middle Atlantic		750			13			739			13
Mountain		458			8			463			8
East North Central		451			8			468			8
West North Central		374			6			353			6
New England		341			6			343			6
West South Central		259			4			265			4
East South Central		140			2			141			2

Subtotal		5,904			100	%		5,912			100	%

Unamortized balance of loan origination fees and costs		2						2
Allowance for losses		(40	)					(42	)

Total	$	5,866					$	5,872

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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


	March 31, 2013
(Amounts in millions)	31 - 60 days past due			61 - 90 days past due			Greater than 90 days past due			Total past due			Current			Total
Property type:
Retail	$	7		$	5		$	—		$	12		$	1,941		$	1,953
Office		1			—			—			1			1,594			1,595
Industrial		6			2			—			8			1,576			1,584
Apartments		—			—			4			4			538			542
Mixed use/other		1			—			—			1			229			230

Total recorded investment	$	15		$	7		$	4		$	26		$	5,878		$	5,904

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


	December 31, 2012
(Amounts in millions)	31 - 60 days past due			61 - 90 days past due			Greater than 90 days past due			Total past due			Current			Total
Property type:
Retail	$	—		$	3		$	—		$	3		$	1,892		$	1,895
Office		2			—			—			2			1,578			1,580
Industrial		—			—			—			—			1,603			1,603
Apartments		—			—			4			4			548			552
Mixed use/other		66			—			—			66			216			282

Total recorded investment	$	68		$	3		$	4		$	75		$	5,837		$	5,912

% of total commercial mortgage loans		1	%		—	%		—	%		1	%		99	%		100	%

As of March 31, 2013 and December 31, 2012, we had no commercial mortgage loans that were past due for more than 90 days and still accruing interest. We also did not have any commercial mortgage loans that were past due for less than 90 days on non-accrual status as of March 31, 2013 and December 31, 2012.

As of and for the three months ended March 31, 2013 and the year ended December 31, 2012, we modified or extended 12 and 38 commercial mortgage loans, respectively, with a total carrying value of $76 million and $279 million, respectively. All of these modifications or extensions were based on current market interest rates, did not result in any forgiveness in the outstanding principal amount owed by the borrower and were not considered troubled debt restructurings.

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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


	Three months ended March 31,
(Amounts in millions)	2013			2012
Allowance for credit losses:
Beginning balance	$	42		$	51
Charge-offs		—			(1	)
Recoveries		—			—
Provision		(2	)		(1	)

Ending balance	$	40		$	49

Ending allowance for individually impaired loans	$	—		$	—

Ending allowance for loans not individually impaired that were evaluated collectively for impairment	$	40		$	49

Recorded investment:
Ending balance	$	5,904		$	6,076

Ending balance of individually impaired loans	$	—		$	2

Ending balance of loans not individually impaired that were evaluated collectively for impairment	$	5,904		$	6,074

As of March 31, 2013 and December 31, 2012, we had no individually impaired commercial mortgage loans.

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 loan-to-value and debt service coverage ratio to understand both the probability of the borrower not being able to make the necessary loan payments as well as the ability to sell the underlying property for an amount that would enable us to recover our unpaid principal balance in the event of default by the borrower. The average loan-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 loan-to-value indicates that our loan value is more likely to be recovered in the event of default by the borrower if the property was sold. The debt service coverage ratio is based on “normalized” annual net operating 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 should not be 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.

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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


	March 31, 2013
(Amounts in millions)	0% - 50%			51% - 60%			61% - 75%			76% - 100%			Greater than 100% ⁽¹⁾			Total
Property type:
Retail	$	553		$	277		$	920		$	172		$	31		$	1,953
Office		318			224			721			295			37			1,595
Industrial		451			235			671			188			39			1,584
Apartments		165			85			248			29			15			542
Mixed use/other		73			24			112			15			6			230

Total recorded investment	$	1,560		$	845		$	2,672		$	699		$	128		$	5,904

% of total		26	%		14	%		46	%		12	%		2	%		100	%

Weighted-average debt service coverage ratio		2.27			1.76			2.07			1.17			1.05			1.95

⁽¹⁾	Included $128 million of loans in good standing, with a total weighted-average loan-to-value of 145%, where borrowers continued to make timely payments.


	December 31, 2012
(Amounts in millions)	0% - 50%			51% - 60%			61% - 75%			76% - 100%			Greater than 100% ⁽¹⁾			Total
Property type:
Retail	$	548		$	280		$	874		$	162		$	31		$	1,895
Office		323			237			688			288			44			1,580
Industrial		462			242			671			188			40			1,603
Apartments		167			140			201			29			15			552
Mixed use/other		68			24			103			81			6			282

Total recorded investment	$	1,568		$	923		$	2,537		$	748		$	136		$	5,912

% of total		27	%		16	%		42	%		13	%		2	%		100	%

Weighted-average debt service coverage ratio		2.13			1.73			2.09			1.18			2.48			1.95

⁽¹⁾	Included $136 million of loans in good standing, with a total weighted-average loan-to-value of 144%, where borrowers continued to make timely payments.

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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


	March 31, 2013
(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	$	100		$	290		$	401		$	673		$	385		$	1,849
Office		147			167			280			625			292			1,511
Industrial		172			145			279			649			334			1,579
Apartments		8			48			99			242			145			542
Mixed use/other		27			25			52			90			36			230

Total recorded investment	$	454		$	675		$	1,111		$	2,279		$	1,192		$	5,711

% of total		8	%		12	%		19	%		40	%		21	%		100	%

Weighted-average loan-to-value		79	%		70	%		66	%		62	%		45	%		61	%


	December 31, 2012
(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	$	87		$	295		$	391		$	634		$	384		$	1,791
Office		148			174			312			559			303			1,496
Industrial		164			148			311			629			345			1,597
Apartments		9			62			90			279			112			552
Mixed use/other		32			21			49			64			50			216

Total recorded investment	$	440		$	700		$	1,153		$	2,165		$	1,194		$	5,652

% of total		8	%		12	%		20	%		39	%		21	%		100	%

Weighted-average loan-to-value		81	%		71	%		66	%		61	%		45	%		61	%

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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


	March 31, 2013
(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	$	—		$	—		$	—		$	1		$	103		$	104
Office		—			—			8			—			76			84
Industrial		—			—			—			—			5			5
Apartments		—			—			—			—			—			—
Mixed use/other		—			—			—			—			—			—

Total recorded investment	$	—		$	—		$	8		$	1		$	184		$	193

% of total		—	%		—	%		4	%		1	%		95	%		100	%

Weighted-average loan-to-value		—	%		—	%		81	%		5	%		64	%		65	%


	December 31, 2012
(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	$	—		$	—		$	1		$	—		$	103		$	104
Office		—			—			8			—			76			84
Industrial		—			—			—			—			6			6
Apartments		—			—			—			—			—			—
Mixed use/other		—			—			—			—			66			66

Total recorded investment	$	—		$	—		$	9		$	—		$	251		$	260

% of total		—	%		—	%		3	%		—	%		97	%		100	%

Weighted-average loan-to-value		—	%		—	%		55	%		—	%		79	%		78	%

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(f) Restricted Commercial Mortgage Loans Related To Securitization Entities

The following tables set forth additional information regarding our restricted commercial mortgage loans related to securitization entities as of the dates indicated:


	March 31, 2013						December 31, 2012
(Amounts in millions)	Carrying value			% of total			Carrying value			% of total
Property type:
Retail	$	131			40	%	$	140			42	%
Industrial		77			24			81			24
Office		61			19			63			18
Apartments		53			16			53			15
Mixed use/other		3			1			5			1

Subtotal		325			100	%		342			100	%

Allowance for losses		(1	)					(1	)

Total	$	324					$	341


	March 31, 2013						December 31, 2012
(Amounts in millions)	Carrying value			% of total			Carrying value			% of total
Geographic region:
South Atlantic	$	120			37	%	$	126			37	%
Pacific		57			18			60			18
Middle Atlantic		53			16			55			16
East North Central		29			9			31			9
Mountain		21			6			21			6
West North Central		19			6			22			6
East South Central		14			4			16			5
West South Central		11			3			11			3
New England		1			1			—			—

Subtotal		325			100	%		342			100	%

Allowance for losses		(1	)					(1	)

Total	$	324					$	341

Of our restricted commercial mortgage loans as of March 31, 2013, $320 million were current and $5 million were past due for more than 90 days and still accruing interest. Of our restricted commercial mortgage loans as of December 31, 2012, $337 million were current and $5 million were past due for more than 90 days and still accruing interest.

As of March 31, 2013 and December 31, 2012, the total recorded investment of restricted commercial mortgage loans of $325 million and $342 million, respectively, related to loans not individually impaired that were evaluated collectively for impairment. There was no provision for credit losses recorded during the three months ended March 31, 2013 or 2012 related to restricted commercial mortgage loans.

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

In evaluating the credit quality of restricted commercial mortgage loans, we assess the performance of the underlying loans using both quantitative and qualitative criteria. The risks associated with restricted commercial mortgage loans can typically be evaluated by reviewing both the loan-to-value and debt service coverage ratio to understand both the probability of the borrower not being able to make the necessary loan payments as well as the ability to sell the underlying property for an amount that would enable us to recover our unpaid principal balance in the event of default by the borrower. The average loan-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 loan-to-value indicates that our loan value is more likely to be recovered in the event of default by the borrower if the property was sold. The debt service coverage ratio is based on “normalized” annual net operating 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 should not be 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 the loan-to-value of restricted commercial mortgage loans by property type as of the dates indicated:


	March 31, 2013
(Amounts in millions)	0% - 50%			51% - 60%			61% - 75%			76% - 100%			Greater than 100%			Total
Property type:
Retail	$	118		$	4		$	6		$	—		$	3		$	131
Industrial		73			—			4			—			—			77
Office		52			3			—			6			—			61
Apartments		28			4			21			—			—			53
Mixed use/other		3			—			—			—			—			3

Total recorded investment	$	274		$	11		$	31		$	6		$	3		$	325

% of total		84	%		3	%		10	%		2	%		1	%		100	%

Weighted-average debt service coverage ratio		1.73			1.31			1.20			0.93			0.44			1.64

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	December 31, 2012
(Amounts in millions)	0% - 50%			51% - 60%			61% - 75%			76% - 100%			Greater than 100%			Total
Property type:
Retail	$	126		$	4		$	7		$	—		$	3		$	140
Industrial		77			—			3			1			—			81
Office		54			3			—			6			—			63
Apartments		28			4			21			—			—			53
Mixed use/other		5			—			—			—			—			5

Total recorded investment	$	290		$	11		$	31		$	7		$	3		$	342

% of total		85	%		3	%		9	%		2	%		1	%		100	%

Weighted-average debt service coverage ratio		1.78			1.38			1.14			0.86			0.54			1.68

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


	March 31, 2013
(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	$	5		$	16		$	32		$	35		$	43		$	131
Industrial		6			7			16			29			19			77
Office		4			22			10			20			5			61
Apartments		—			15			13			14			11			53
Mixed use/other		—			—			—			—			3			3

Total recorded investment	$	15		$	60		$	71		$	98		$	81		$	325

% of total		5	%		18	%		22	%		30	%		25	%		100	%

Weighted-average loan-to-value		53	%		48	%		38	%		32	%		28	%		36	%


	December 31, 2012
(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	$	5		$	16		$	34		$	36		$	49		$	140
Industrial		9			4			14			37			17			81
Office		4			22			14			12			11			63
Apartments		—			20			11			21			1			53
Mixed use/other		—			—			—			2			3			5

Total recorded investment	$	18		$	62		$	73		$	108		$	81		$	342

% of total		5	%		18	%		21	%		32	%		24	%		100	%

Weighted-average loan-to-value		51	%		53	%		37	%		31	%		29	%		37	%

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

There were no floating rate restricted commercial mortgage loans as of March 31, 2013 or December 31, 2012.

(g) Restricted Other Invested Assets Related To Securitization Entities

We have consolidated securitization entities that hold certain investments that are recorded as restricted other invested assets related to securitization entities. The consolidated securitization entities hold certain investments as trading securities whereby the changes in fair value are recorded in current period income (loss). The trading securities comprise asset-backed securities, including residual interest in certain policy loan securitization entities and highly rated bonds that are primarily backed by credit card receivables.

(5) Derivative Instruments

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

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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


	Derivative assets					Derivative liabilities
		Fair value					Fair value
(Amounts in millions)	Balance sheet classification	March 31, 2013		December 31, 2012		Balance sheet classification	March 31, 2013		December 31, 2012
Derivatives designated as hedges
Cash flow hedges:
Interest rate swaps	Other invested assets	$	315	$	414	Other liabilities	$	50	$	27
Inflation indexed swaps	Other invested assets		—		—	Other liabilities		95		105
Foreign currency swaps	Other invested assets		9		3	Other liabilities		8		1
Forward bond purchase commitments	Other invested assets		39		53	Other liabilities		—		—

Total cash flow hedges			363		470			153		133

Fair value hedges:
Interest rate swaps	Other invested assets		4		12	Other liabilities		—		—
Foreign currency swaps	Other invested assets		—		31	Other liabilities		—		—

Total fair value hedges			4		43			—		—

Total derivatives designated as hedges			367		513			153		133

Derivatives not designated as hedges
Interest rate swaps	Other invested assets		545		603	Other liabilities		222		280
Interest rate swaps related to securitization entities	Restricted other invested assets		—		—	Other liabilities		23		27
Credit default swaps	Other invested assets		7		8	Other liabilities		1		1
Credit default swaps related to securitization entities	Restricted other invested assets		—		—	Other liabilities		97		104
Equity index options	Other invested assets		17		25	Other liabilities		1		—
Financial futures	Other invested assets		—		—	Other liabilities		—		—
Equity return swaps	Other invested assets		1		—	Other liabilities		—		8
GMWB embedded derivatives	Reinsurance recoverable ⁽¹⁾		6		10	Policyholder account balances ⁽²⁾		272		350
Fixed index annuity embedded derivatives	Other assets ⁽³⁾		—		—	Policyholder account balances ⁽³⁾		34		27

Total derivatives not designated as hedges			576		646			650		797

Total derivatives		$	943	$	1,159		$	803	$	930

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

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

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

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

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

retained by us was recorded in other invested assets with a corresponding amount recorded in other liabilities to represent our obligation to return the collateral retained by us.

The activity associated with derivative instruments can generally be measured by the change in notional value over the periods presented. However, for GMWB and fixed index annuity embedded derivatives, the change between periods is best illustrated by the number of policies. The following tables represent activity associated with derivative instruments as of the dates indicated:


(Notional in millions)	Measurement	December 31, 2012		Additions		Maturities/ terminations			March 31, 2013
Derivatives designated as hedges
Cash flow hedges:
Interest rate swaps	Notional	$	10,146	$	6,949	$	(4,807	)	$	12,288
Inflation indexed swaps	Notional		554		—		(1	)		553
Foreign currency swaps	Notional		183		102		—			285
Forward bond purchase commitments	Notional		456		—		—			456

Total cash flow hedges			11,339		7,051		(4,808	)		13,582

Fair value hedges:
Interest rate swaps	Notional		723		—		—			723
Foreign currency swaps	Notional		85		—		(85	)		—

Total fair value hedges			808		—		(85	)		723

Total derivatives designated as hedges			12,147		7,051		(4,893	)		14,305

Derivatives not designated as hedges
Interest rate swaps	Notional		6,331		252		(969	)		5,614
Interest rate swaps related to securitization entities	Notional		104		—		—			104
Credit default swaps	Notional		932		68		(227	)		773
Credit default swaps related to securitization entities	Notional		312		—		—			312
Equity index options	Notional		936		151		(104	)		983
Financial futures	Notional		1,692		1,427		(1,692	)		1,427
Equity return swaps	Notional		186		20		—			206
Other foreign currency contracts	Notional		—		14		—			14

Total derivatives not designated as hedges			10,493		1,932		(2,992	)		9,433

Total derivatives		$	22,640	$	8,983	$	(7,885	)	$	23,738


(Number of policies)	Measurement	December 31, 2012		Additions		Maturities/ terminations			March 31, 2013
Derivatives not designated as hedges
GMWB embedded derivatives	Policies		45,027		—		(732	)		44,295
Fixed index annuity embedded derivatives	Policies		2,013		392		(18	)		2,387

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Cash Flow Hedges

Certain derivative instruments are designated as cash flow hedges. The changes in fair value of these instruments are recorded as a component of OCI. We designate and account for the following as cash flow hedges when they have met the effectiveness requirements: (i) various types of interest rate swaps to convert floating rate investments to fixed rate investments; (ii) various types of interest rate swaps to convert floating rate liabilities into fixed rate liabilities; (iii) receive U.S. dollar fixed on foreign currency swaps to hedge the foreign currency cash flow exposure of foreign currency denominated investments; (iv) pay U.S. dollar fixed on foreign currency swaps to hedge the foreign currency cash flow exposure on liabilities denominated in foreign currencies; (v) forward starting interest rate swaps to hedge against changes in interest rates associated with future fixed rate bond purchases and/or interest income; (vi) forward bond purchase commitments to hedge against the variability in the anticipated cash flows required to purchase future fixed rate bonds; and (vii) other instruments to hedge the cash flows of various forecasted transactions.

The following table provides information about the pre-tax income (loss) effects of cash flow hedges for the three months ended March 31, 2013:


(Amounts in millions)	Gain (loss) recognized in OCI			Gain (loss) reclassified into net income from OCI		Classification of gain (loss) reclassified into net income	Gain (loss) recognized in net income ⁽¹⁾			Classification of gain (loss) recognized in net income
Interest rate swaps hedging assets	$	(153	)	$	9	Net investment income	$	(3	)	Net investment gains (losses)
Interest rate swaps hedging liabilities		—			1	Interest expense		—		Net investment gains (losses)
Forward bond purchase commitments		(14	)		—	Net investment income		—		Net investment gains (losses)
Inflation indexed swaps		9			3	Net investment income		—		Net investment gains (losses)
Foreign currency swaps		1			—	Interest expense		—		Net investment gains (losses)

Total	$	(157	)	$	13		$	(3	)

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

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table provides information about the pre-tax income (loss) effects of cash flow hedges for the three months ended March 31, 2012:


(Amounts in millions)	Gain (loss) recognized in OCI			Gain (loss) reclassified into net income from OCI		Classification of gain (loss) reclassified into net income	Gain (loss) recognized in net income ⁽¹⁾			Classification of gain (loss) recognized in net income
Interest rate swaps hedging assets	$	(421	)	$	9	Net investment income	$	(16	)	Net investment gains (losses)
Interest rate swaps hedging assets		—			1	Net investment gains (losses)		—		Net investment gains (losses)
Inflation indexed swaps		(31	)		—	Net investment income		—		Net investment gains (losses)
Foreign currency swaps		1			—	Interest expense		—		Net investment gains (losses)
Forward bond purchase commitments		(48	)		—	Net investment income		—		Net investment gains (losses)

Total	$	(499	)	$	10		$	(16	)

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

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,” for the periods indicated:


	Three months ended March 31,
(Amounts in millions)	2013			2012
Derivatives qualifying as effective accounting hedges as of January 1	$	1,909		$	2,009
Current period increases (decreases) in fair value, net of deferred taxes of $55 and $177		(102	)		(322	)
Reclassification to net (income), net of deferred taxes of $5 and $3		(8	)		(7	)

Derivatives qualifying as effective accounting hedges as of March 31	$	1,799		$	1,680

The total of derivatives designated as cash flow hedges of $1,799 million, net of taxes, recorded in stockholders’ equity as of March 31, 2013 is expected to be reclassified to future net income, 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, $32 million, net of taxes, is expected to be reclassified to net income 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 2047. No amounts were reclassified to net income during the three months ended March 31, 2013 in connection with forecasted transactions that were no longer considered probable of occurring.

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Fair Value Hedges

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

The following table provides information about the pre-tax income (loss) effects of fair value hedges and related hedged items for the three months ended March 31, 2013:


	Derivative instrument							Hedged item
(Amounts in millions)	Gain (loss) recognized in net income			Classification of gain (losses) recognized in net income	Other impacts to net income		Classification of other impacts to net income	Gain (loss) recognized in net income		Classification of gain (losses) recognized in net income
Interest rate swaps hedging liabilities	$	(8	)	Net investment gains (losses)	$	8	Interest credited	$	8	Net investment gains (losses)
Foreign currency swaps		(31	)	Net investment gains (losses)		—	Interest credited		31	Net investment gains (losses)

Total	$	(39	)		$	8		$	39

The following table provides information about the pre-tax income (loss) effects of fair value hedges and related hedged items for the three months ended March 31, 2012:


	Derivative instrument								Hedged item
(Amounts in millions)	Gain (loss) recognized in net income			Classification of gain (losses) recognized in net income	Other impacts to net income			Classification of other impacts to net income	Gain (loss) recognized in net income			Classification of gain (losses) recognized in net income
Interest rate swaps hedging assets	$	—		Net investment gains (losses)	$	(1	)	Net investment income	$	—		Net investment gains (losses)
Interest rate swaps hedging liabilities		(9	)	Net investment gains (losses)		11		Interest credited		9		Net investment gains (losses)
Foreign currency swaps		3		Net investment gains (losses)		1		Interest credited		(4	)	Net investment gains (losses)

Total	$	(6	)		$	11			$	5

The difference between the gain (loss) recognized for the derivative instrument and the hedged item presented above represents the net ineffectiveness of the fair value hedging relationships. The other impacts presented above represent the net income effects of the derivative instruments that are presented in the same location as the income (loss) activity from the hedged item. There were no amounts excluded from the measurement of effectiveness.

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Derivatives Not Designated As Hedges

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

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

The following 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 March 31,						Classification of gain (loss) recognized in net income
(Amounts in millions)	2013			2012			Classification of gain (loss) recognized in net income
Interest rate swaps	$	1		$	1		Net investment gains (losses)
Interest rate swaps related to securitization entities		2			2		Net investment gains (losses)
Credit default swaps		4			41		Net investment gains (losses)
Credit default swaps related to securitization entities		8			31		Net investment gains (losses)
Equity index options		(16	)		(35	)	Net investment gains (losses)
Financial futures		(97	)		(112	)	Net investment gains (losses)
Equity return swaps		(10	)		(25	)	Net investment gains (losses)
Other foreign currency contracts		—			(17	)	Net investment gains (losses)
Reinsurance embedded derivatives		—			(12	)	Net investment gains (losses)
GMWB embedded derivatives		82			203		Net investment gains (losses)
Fixed index annuity embedded derivatives		(3	)		(2	)	Net investment gains (losses)

Total derivatives not designated as hedges	$	(29	)	$	75

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Derivative Counterparty Credit Risk

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

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


	March 31, 2013
							Gross amounts not offset in the balance sheet
(Amounts in millions)	Gross amounts recognized		Gross amounts offset in the balance sheet		Net amounts presented in the balance sheet		Financial instruments			Collateral pledged/ received			Over collateralization			Net amount
Assets Derivatives ⁽¹⁾	$	1,001	$	—	$	1,001	$	(340	)	$	(615	)	$	9		$	55
Liabilities Derivatives ⁽²⁾		404		—		404		(340	)		(79	)		19			4

Net derivatives	$	597	$	—	$	597	$	—		$	(536	)	$	(10	)	$	51

⁽¹⁾	Included $64 million of accruals on derivatives classified as other assets and does not include amounts related to embedded derivatives.

⁽²⁾	Included $27 million of accruals on derivatives classified as other liabilities and does not include amounts related to embedded derivatives and derivatives related to securitization entities.


	December 31, 2012
							Gross amounts not offset in the balance sheet
(Amounts in millions)	Gross amounts recognized		Gross amounts offset in the balance sheet		Net amounts presented in the balance sheet		Financial instruments			Collateral pledged/ received			Over collateralization		Net amount
Assets Derivatives ⁽¹⁾	$	1,196	$	—	$	1,196	$	(368	)	$	(840	)	$	84	$	72
Liabilities Derivatives ⁽²⁾		432		—		432		(368	)		(61	)		9		12

Net derivatives	$	764	$	—	$	764	$	—		$	(779	)	$	75	$	60

⁽¹⁾	Included $47 million of accruals on derivatives classified as other assets and does not include amounts related to embedded derivatives.

⁽²⁾	Included $10 million of accruals on derivatives classified as other liabilities and does not include amounts related to embedded derivatives and derivatives related to securitization entities.

Except for derivatives related to securitization entities, all of our master swap agreements contain credit downgrade provisions that allow either party to assign or terminate derivative transactions if the other party’s long-term unsecured debt rating or financial strength rating is below the limit defined in the applicable agreement. If the downgrade provisions had been triggered as of March 31, 2013 and December 31, 2012, we

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

could have been allowed to claim or required to disburse up to the net amounts shown in the last column of the charts above. The charts above exclude embedded derivatives and derivatives related to securitization entities as those derivatives are not subject to master netting arrangements.

Credit Derivatives

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

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

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


	March 31, 2013						December 31, 2012
(Amounts in millions)	Notional value		Assets		Liabilities		Notional value		Assets		Liabilities
Reference entity credit rating and maturity:
AAA
Matures in less than one year	$	—	$	—	$	—	$	5	$	—	$	—
AA
Matures in less than one year		—		—		—		6		—		—
Matures after one year through five years		5		—		—		—		—		—
Matures after five years through ten years		—		—		—		5		—		—
A
Matures in less than one year		10		—		—		37		—		—
Matures after five years through ten years		10		—		—		10		1		—
BBB
Matures in less than one year		6		—		—		68		—		—
Matures after one year through five years		14		—		—		—		—		—
Matures after five years through ten years		10		—		—		24		—		—

Total credit default swaps on single name reference entities	$	55	$	—	$	—	$	155	$	1	$	—

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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


	March 31, 2013						December 31, 2012
(Amounts in millions)	Notional value		Assets		Liabilities		Notional value		Assets		Liabilities
Original index tranche attachment/detachment point and maturity:
7% - 15% matures after one year through five years⁽¹⁾	$	100	$	1	$	—	$	100	$	—	$	1
9% - 12% matures in less than one year⁽²⁾		50		—		—		50		—		—
9% - 12% matures after one year through five years⁽²⁾		250		2		—		250		2		—
10% - 15% matures after one year through five years⁽³⁾		250		4		—		250		4		—
15% - 30% matures after five years through ten years⁽⁴⁾		—		—		—		127		1		—

Total credit default swap index tranches		650		7		—		777		7		1

Customized credit default swap index tranches related to securitization entities:
Portion backing third-party borrowings maturing 2017⁽⁵⁾		12		—		4		12		—		5
Portion backing our interest maturing 2017⁽⁶⁾		300		—		93		300		—		99

Total customized credit default swap index tranches related to securitization entities		312		—		97		312		—		104

Total credit default swaps on index tranches	$	962	$	7	$	97	$	1,089	$	7	$	105

⁽¹⁾	The current attachment/detachment as of March 31, 2013 and December 31, 2012 was 7% – 15%.

⁽²⁾	The current attachment/detachment as of March 31, 2013 and December 31, 2012 was 9% – 12%.

⁽³⁾	The current attachment/detachment as of March 31, 2013 and December 31, 2012 was 10% – 15%.

⁽⁴⁾	The current attachment/detachment as of December 31, 2012 was 14.8% – 30.3%.

⁽⁵⁾	Original notional value was $39 million.

⁽⁶⁾	Original notional value was $300 million.

(6) Fair Value of Financial Instruments

Assets and liabilities that are reflected in the accompanying consolidated financial statements at fair value are not included in the following disclosure of fair value. Such items include cash and cash equivalents, investment securities, separate accounts, securities held as collateral and derivative instruments. Other financial assets and liabilities—those not carried at fair value—are discussed below. Apart from certain of our borrowings and certain marketable securities, few of the instruments discussed below are actively traded and their fair values must often be determined using models. The fair value estimates are made at a specific point in time, based upon available market information and judgments about the financial instruments, including estimates of the timing and amount of expected future cash flows and the credit standing of counterparties. Such estimates do not reflect any premium or discount that could result from offering for sale at one time our entire holdings of a particular

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

financial instrument, nor do they consider the tax impact of the realization of unrealized gains or losses. In many cases, the fair value estimates cannot be substantiated by comparison to independent markets.

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

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

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

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

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

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

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

Investment contracts. Based on expected future cash flows, discounted at current market rates for annuity contracts or institutional products. Given the significant unobservable inputs associated with policyholder behavior and current market rate assumptions used to discount the expected future cash flows, we classify these instruments as Level 3 except for certain funding agreement-backed notes that are traded in the marketplace as a security and are classified as Level 2.

GENWORTH HOLDINGS, INC.

(formerly known as 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:


	March 31, 2013
	Notional amount			Carrying amount		Fair value
(Amounts in millions)	Notional amount			Carrying amount		Total		Level 1		Level 2		Level 3
Assets:
Commercial mortgage loans	$		⁽¹⁾	$	5,866	$	6,399	$	—	$	—	$	6,399
Restricted commercial mortgage loans			⁽¹⁾		324		371		—		—		371
Other invested assets			⁽¹⁾		419		431		—		307		124
Liabilities:
Long-term borrowings			⁽¹⁾		4,766		5,246		—		5,095		151
Non-recourse funding obligations			⁽¹⁾		2,062		1,468		—		—		1,468
Borrowings related to securitization entities			⁽¹⁾		258		285		—		223		62
Investment contracts			⁽¹⁾		17,815		18,926		—		906		18,020
Other firm commitments:
Commitments to fund limited partnerships		64			—		—		—		—		—
Ordinary course of business lending commitments		60			—		—		—		—		—


	December 31, 2012
	Notional amount			Carrying amount		Fair value
(Amounts in millions)	Notional amount			Carrying amount		Total		Level 1		Level 2		Level 3
Assets:
Commercial mortgage loans	$		⁽¹⁾	$	5,872	$	6,378	$	—	$	—	$	6,378
Restricted commercial mortgage loans			⁽¹⁾		341		389		—		—		389
Other invested assets			⁽¹⁾		380		389		—		265		124
Liabilities:
Long-term borrowings			⁽¹⁾		4,776		4,950		—		4,800		150
Non-recourse funding obligations			⁽¹⁾		2,066		1,462		—		—		1,462
Borrowings related to securitization entities			⁽¹⁾		274		303		—		238		65
Investment contracts			⁽¹⁾		18,280		19,526		—		1,009		18,517
Other firm commitments:
Commitments to fund limited partnerships		64			—		—		—		—		—
Ordinary course of business lending commitments		44			—		—		—		—		—

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

Recurring Fair Value Measurements

We have fixed maturity, equity and trading securities, derivatives, embedded derivatives, securities held as collateral, separate account assets 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, equity and trading securities

The valuations of fixed maturity, equity and trading securities are determined using a market approach, income approach or a combination of the market and income approach depending on the type of instrument and availability of information.

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

We utilize certain third-party data providers when determining fair value. We consider information obtained from third-party pricing services (“pricing services”) as well as third-party broker provided prices, or broker quotes, in our determination of fair value. Additionally, we utilize internal models to determine the valuation of securities using an income approach where the inputs are based on third-party provided market inputs. While we consider the valuations provided by pricing services and broker quotes, management determines the fair value of our investment securities after considering all relevant and available information. We also use various methods to obtain an understanding of the valuation methodologies and procedures used by third-party data providers to ensure sufficient understanding to evaluate the valuation data received, including an understanding of the assumptions and inputs utilized to determine the appropriate fair value. For pricing services, we analyze the prices provided by our primary pricing services to other readily available pricing services and perform a detailed review of the assumptions and inputs from each pricing service to determine the appropriate fair value when pricing differences exceed certain thresholds. We also evaluate changes in fair value that are greater than 10% each month to further aid in our review of the accuracy of fair value measurements and our understanding of changes in fair value, with more detailed reviews performed by the asset managers responsible for the related asset class associated with the security being reviewed.

In general, we first obtain valuations from pricing services. If a price is not supplied by a pricing service, we will typically seek a broker quote. For certain private fixed maturity securities where we do not obtain valuations from pricing services, we utilize an internal model to determine fair value since transactions for identical securities are not readily observable and these securities are not typically valued by pricing services. For all securities, excluding certain private fixed maturity securities, if neither a pricing service nor broker quotes valuation is available, we determine fair value using internal models.

For pricing services, we obtain an understanding of the pricing methodologies and procedures for each type of instrument. In general, a pricing service does not provide a price for a security if sufficient information is not readily available to determine fair value or if such security is not in the specific sector or class covered by a particular pricing service. Given our understanding of the pricing methodologies and procedures of pricing services, the securities valued by pricing services are typically classified as Level 2 unless we determine the valuation process for a security or group of securities utilizes significant unobservable inputs, which would result in the valuation being classified as Level 3.

For private fixed maturity securities, we utilize an internal model to determine fair value and utilize public bond spreads by sector, rating and maturity to develop the market rate that would be utilized for a similar public bond. 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. In certain instances, 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. We assign each 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 placement with the public bonds, any price caps utilized and whether external ratings are available for our private placement to determine whether the spreads utilized would be considered observable inputs. During the second quarter of 2012, we began classifying private securities without an external rating as Level 3. In general, increases (decreases) in credit spreads will decrease (increase) the fair value for our fixed maturity securities. To determine the significance of unobservable inputs, we calculate the impact on the valuation from the unobservable input and will classify a security as Level 3 when the impact on the valuation exceeds 10%.

For broker quotes, we consider the valuation methodology utilized by the third party, but the valuation typically includes significant unobservable inputs. Accordingly, we classify the securities where fair value is based on our consideration of broker quotes as Level 3 measurements.

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For remaining securities priced using internal models, 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.

The following tables summarize the primary sources of data considered when determining fair value of each class of fixed maturity securities as of the dates indicated:


	March 31, 2013
(Amounts in millions)	Total		Level 1		Level 2		Level 3
U.S. government, agencies and government-sponsored enterprises:
Pricing services	$	5,376	$	—	$	5,376	$	—
Internal models		5		—		—		5

Total U.S. government, agencies and government-sponsored enterprises		5,381		—		5,376		5

Tax-exempt:
Pricing services		270		—		270		—

Total tax-exempt		270		—		270		—

Government—non-U.S.:
Pricing services		2,337		—		2,337		—
Internal models		8		—		—		8

Total government—non-U.S.		2,345		—		2,337		8

U.S. corporate:
Pricing services		22,984		—		22,984		—
Broker quotes		176		—		—		176
Internal models		2,776		—		308		2,468

Total U.S. corporate		25,936		—		23,292		2,644

Corporate—non-U.S.:
Pricing services		13,341		—		13,341		—
Broker quotes		155		—		—		155
Internal models		2,044		—		229		1,815

Total corporate—non-U.S.		15,540		—		13,570		1,970

Residential mortgage-backed:
Pricing services		5,812		—		5,812		—
Broker quotes		73		—		—		73
Internal models		57		—		—		57

Total residential mortgage-backed		5,942		—		5,812		130

Commercial mortgage-backed:
Pricing services		3,030		—		3,030		—
Broker quotes		9		—		—		9
Internal models		17		—		—		17

Total commercial mortgage-backed		3,056		—		3,030		26

Other asset-backed:
Pricing services		1,659		—		1,659		—
Broker quotes		917		—		—		917
Internal models		36		—		2		34

Total other asset-backed		2,612		—		1,661		951

Total fixed maturity securities	$	61,082	$	—	$	55,348	$	5,734

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	December 31, 2012
(Amounts in millions)	Total		Level 1		Level 2		Level 3
U.S. government, agencies and government-sponsored enterprises:
Pricing services	$	5,482	$	—	$	5,482	$	—
Internal models		9		—		—		9

Total U.S. government, agencies and government-sponsored enterprises		5,491		—		5,482		9

Tax-exempt:
Pricing services		294		—		294		—

Total tax-exempt		294		—		294		—

Government—non-U.S.:
Pricing services		2,413		—		2,413		—
Internal models		9		—		—		9

Total government—non-U.S.		2,422		—		2,413		9

U.S. corporate:
Pricing services		23,113		—		23,113		—
Broker quotes		121		—		—		121
Internal models		2,871		—		309		2,562

Total U.S. corporate		26,105		—		23,422		2,683

Corporate—non-U.S.:
Pricing services		13,635		—		13,635		—
Broker quotes		75		—		—		75
Internal models		2,082		—		174		1,908

Total corporate—non-U.S.		15,792		—		13,809		1,983

Residential mortgage-backed:
Pricing services		5,924		—		5,924		—
Broker quotes		98		—		—		98
Internal models		59		—		—		59

Total residential mortgage-backed		6,081		—		5,924		157

Commercial mortgage-backed:
Pricing services		3,298		—		3,298		—
Broker quotes		18		—		—		18
Internal models		17		—		—		17

Total commercial mortgage-backed		3,333		—		3,298		35

Other asset-backed:
Pricing services		1,776		—		1,776		—
Broker quotes		829		—		—		829
Internal models		38		—		3		35

Total other asset-backed		2,643		—		1,779		864

Total fixed maturity securities	$	62,161	$	—	$	56,421	$	5,740

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following tables summarize the primary sources of data considered when determining fair value of equity securities as of the dates indicated:


	March 31, 2013
(Amounts in millions)	Total		Level 1		Level 2		Level 3
Pricing services	$	398	$	395	$	3	$	—
Broker quotes		3		—		—		3
Internal models		89		—		—		89

Total equity securities	$	490	$	395	$	3	$	92


	December 31, 2012
(Amounts in millions)	Total		Level 1		Level 2		Level 3
Pricing services	$	419	$	417	$	2	$	—
Broker quotes		3		—		—		3
Internal models		96		—		—		96

Total equity securities	$	518	$	417	$	2	$	99

The following tables summarize the primary sources of data considered when determining fair value of trading securities as of the dates indicated:


	March 31, 2013
(Amounts in millions)	Total		Level 1		Level 2		Level 3
Pricing services	$	401	$	—	$	401	$	—
Broker quotes		67		—		—		67

Total trading securities	$	468	$	—	$	401	$	67


	December 31, 2012
(Amounts in millions)	Total		Level 1		Level 2		Level 3
Pricing services	$	480	$	—	$	480	$	—
Broker quotes		76		—		—		76

Total trading securities	$	556	$	—	$	480	$	76

Restricted other invested assets related to securitization entities

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

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Securities lending and derivative counterparty collateral

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

Contingent consideration

We have certain contingent purchase price payments and receivables related to acquisitions and sales that are recorded at fair value each period. Fair value is determined using an income approach whereby we project the expected performance of the business and compare our projections of the relevant performance metric to the thresholds established in the purchase or sale agreement to determine our expected payments or receipts. We then discount these expected amounts to calculate the fair value as of the valuation date. We evaluate the underlying projections used in determining fair value each period and update these underlying projections when there have been significant changes in our expectations of the future business performance. The inputs used to determine the discount rate and expected payments or receipts are primarily based on significant unobservable inputs and result in the fair value of the contingent consideration being classified as Level 3. An increase in the discount rate or a decrease in expected payments or receipts will result in a decrease in the fair value of contingent consideration.

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.

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 do not record any incremental adjustment for our non-performance risk or the non-performance risk of the derivative counterparty for our derivative assets or liabilities. We determine fair value for our derivatives using an income approach with internal models based on relevant market inputs for each derivative instrument. We also compare the fair value determined using our internal model to the valuations provided by our derivative counterparties with any significant differences or changes in valuation being evaluated further by our derivatives professionals that are familiar with the instrument and market inputs used in the valuation.

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

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

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

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

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

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

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

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

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

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

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

GMWB embedded derivatives

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

For GMWB liabilities, non-performance risk is integrated into the discount rate. Our discount rate used to determine fair value of our GMWB liabilities includes market credit spreads above U.S. Treasury rates to reflect an adjustment for the non-performance risk of the GMWB liabilities. As of March 31, 2013 and December 31, 2012, the impact of non-performance risk resulted in a lower fair value of our GMWB liabilities of $77 million and $89 million, respectively.

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

For equity index volatility, we determine the projected equity market volatility using both historical volatility and projected equity market volatility with more significance being placed on projected near-term volatility and recent historical data. Given the different attributes and market characteristics of GMWB liabilities compared to equity index options in the derivative market, the equity index volatility assumption for GMWB liabilities may be different from the volatility assumption for equity index options, especially for the longer dated points on the curve.

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

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

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

We evaluate the inputs and methodologies used to determine fair value based on how we expect a market participant would determine exit value. As stated above, there is no exit market or market participants for the GMWB embedded derivatives. Accordingly, we evaluate our inputs and resulting fair value based on a hypothetical exit market and hypothetical market participants. A hypothetical exit market could be viewed as a transaction that would closely resemble reinsurance. While reinsurance transactions for this type of product are not an observable input, we consider this type of hypothetical exit market, as appropriate, when evaluating our inputs and determining that our inputs are consistent with that of a hypothetical market participant.

Fixed index annuity embedded derivatives

We offer fixed indexed annuity products where interest is credited to the policyholder’s account balance based on equity index changes. This feature is required to be bifurcated as an embedded derivative and recorded at fair value. Fair value is determined using an income approach where the present value of the excess cash flows above the guaranteed cash flows is used to determine the value attributed to the equity index feature. The inputs

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 policyholder behavior and expected future interest credited being considered significant unobservable inputs, we classify these instruments as Level 3. As lapses and withdrawals increase, the value of our embedded derivative liability will decrease. As expected future interest credited decreases, the value of our embedded derivative liability will decrease.

Borrowings related to securitization entities

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

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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


	March 31, 2013
(Amounts in millions)	Total		Level 1		Level 2		Level 3
Assets
Investments:
Fixed maturity securities:
U.S. government, agencies and government-sponsored enterprises	$	5,381	$	—	$	5,376	$	5
Tax-exempt		270		—		270		—
Government—non-U.S.		2,345		—		2,337		8
U.S. corporate		25,936		—		23,292		2,644
Corporate—non-U.S.		15,540		—		13,570		1,970
Residential mortgage-backed		5,942		—		5,812		130
Commercial mortgage-backed		3,056		—		3,030		26
Other asset-backed		2,612		—		1,661		951

Total fixed maturity securities		61,082		—		55,348		5,734

Equity securities		490		395		3		92

Other invested assets:
Trading securities		468		—		401		67
Derivative assets:
Interest rate swaps		864		—		863		1
Foreign currency swaps		9		—		9		—
Credit default swaps		7		—		—		7
Equity index options		17		—		—		17
Equity return swaps		1		—		1		—
Forward bond purchase commitments		39		—		39		—

Total derivative assets		937		—		912		25

Securities lending collateral		183		—		183		—
Derivatives counterparty collateral		209		—		209		—

Total other invested assets		1,797		—		1,705		92

Restricted other invested assets related to securitization entities		399		—		200		199
Other assets ⁽¹⁾		10		—		—		10
Reinsurance recoverable ⁽²⁾		6		—		—		6
Separate account assets		10,140		10,140		—		—

Total assets	$	73,924	$	10,535	$	57,256	$	6,133

Liabilities
Policyholder account balances:
GMWB embedded derivatives ⁽³⁾	$	272	$	—	$	—	$	272
Fixed index annuity embedded derivatives		34		—		—		34

Total policyholder account balances		306		—		—		306

Derivative liabilities:
Interest rate swaps		272		—		272		—
Interest rate swaps related to securitization entities		23		—		23		—
Inflation indexed swaps		95		—		95		—
Foreign currency swaps		8		—		8		—
Credit default swaps		1		—		1		—
Credit default swaps related to securitization entities		97		—		—		97
Equity index options		1		—		—		1

Total derivative liabilities		497		—		399		98

Borrowings related to securitization entities		71		—		—		71

Total liabilities	$	874	$	—	$	399	$	475

⁽¹⁾	Represents contingent receivables associated with recent business dispositions.

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

⁽³⁾	Represents embedded derivatives associated with our GMWB liabilities, excluding the impact of reinsurance.

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	December 31, 2012
(Amounts in millions)	Total		Level 1		Level 2		Level 3
Assets
Investments:
Fixed maturity securities:
U.S. government, agencies and government-sponsored enterprises	$	5,491	$	—	$	5,482	$	9
Tax-exempt		294		—		294		—
Government—non-U.S.		2,422		—		2,413		9
U.S. corporate		26,105		—		23,422		2,683
Corporate—non-U.S.		15,792		—		13,809		1,983
Residential mortgage-backed		6,081		—		5,924		157
Commercial mortgage-backed		3,333		—		3,298		35
Other asset-backed		2,643		—		1,779		864

Total fixed maturity securities		62,161		—		56,421		5,740

Equity securities		518		417		2		99

Other invested assets:
Trading securities		556		—		480		76
Derivative assets:
Interest rate swaps		1,029		—		1,027		2
Foreign currency swaps		34		—		34		—
Credit default swaps		8		—		1		7
Equity index options		25		—		—		25
Forward bond purchase commitments		53		—		53		—

Total derivative assets		1,149		—		1,115		34

Securities lending collateral		187		—		187		—
Derivatives counterparty collateral		261		—		261		—

Total other invested assets		2,153		—		2,043		110

Restricted other invested assets related to securitization entities		393		—		199		194
Other assets ⁽¹⁾		9		—		—		9
Reinsurance recoverable ⁽²⁾		10		—		—		10
Separate account assets		9,937		9,937		—		—

Total assets	$	75,181	$	10,354	$	58,665	$	6,162

Liabilities
Policyholder account balances:
GMWB embedded derivatives ⁽³⁾	$	350	$	—	$	—	$	350
Fixed index annuity embedded derivatives		27		—		—		27

Total policyholder account balances		377		—		—		377

Derivative liabilities:
Interest rate swaps		307		—		307		—
Interest rate swaps related to securitization entities		27		—		27		—
Inflation indexed swaps		105		—		105		—
Foreign currency swaps		1		—		1		—
Credit default swaps		1		—		—		1
Credit default swaps related to securitization entities		104		—		—		104
Equity return swaps		8		—		8		—

Total derivative liabilities		553		—		448		105

Borrowings related to securitization entities		62		—		—		62

Total liabilities	$	992	$	—	$	448	$	544

⁽¹⁾	Represents contingent receivables associated with recent business dispositions.

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

⁽³⁾	Represents embedded derivatives associated with our GMWB liabilities, excluding the impact of reinsurance.

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

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

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


(Amounts in millions)	Beginning balance as of January 1, 2013								Purchases		Sales			Issuances		Settlements			Transfer into Level 3		Transfer out of Level 3			Ending balance as of March 31, 2013		Total gains (losses) included in net income attributable to assets still held

			Total realized and unrealized gains (losses)
			Included in net income			Included in OCI
Fixed maturity securities:
U.S. government, agencies and government-sponsored enterprises	$	9	$	—		$	—		$	—	$	—		$	—	$	(4	)	$	—	$	—		$	5	$	—
Government—non-U.S.		9		—			—			—		—			—		(1	)		—		—			8		—
U.S. corporate ⁽¹⁾		2,683		2			18			56		(97	)		—		(51	)		62		(29	)		2,644		(1	)
Corporate—non-U.S. ⁽¹⁾		1,983		1			9			53		—			—		(23	)		—		(53	)		1,970		1
Residential mortgage-backed		157		(1	)		1			—		—			—		(11	)		—		(16	)		130		(1	)
Commercial mortgage- backed		35		(2	)		(2	)		—		—			—		(10	)		5		—			26		(2	)
Other asset-backed		864		(1	)		11			65		(44	)		—		(30	)		86		—			951		—

Total fixed maturity securities		5,740		(1	)		37			174		(141	)		—		(130	)		153		(98	)		5,734		(3	)

Equity securities		99		—			—			—		(7	)		—		—			—		—			92		—

Other invested assets:
Trading securities		76		3			—			—		(11	)		—		(1	)		—		—			67		2
Derivative assets:
Interest rate swaps		2		—			—			—		—			—		(1	)		—		—			1		—
Credit default swaps		7		3			—			—		—			—		(3	)		—		—			7		2
Equity index options		25		(15	)		—			7		—			—		—			—		—			17		(15	)

Total derivative assets		34		(12	)		—			7		—			—		(4	)		—		—			25		(13	)

Total other invested assets		110		(9	)		—			7		(11	)		—		(5	)		—		—			92		(11	)

Restricted other invested assets related to securitization entities		194		5			—			—		—			—		—			—		—			199		5
Other assets ⁽²⁾		9		1			—			—		—			—		—			—		—			10		1
Reinsurance recoverable ⁽³⁾		10		(5	)		—			—		—			1		—			—		—			6		(5	)

Total Level 3 assets	$	6,162	$	(9	)	$	37		$	181	$	(159	)	$	1	$	(135	)	$	153	$	(98	)	$	6,133	$	(13	)

⁽¹⁾

The transfers into and out of Level 3 were primarily related to private fixed rate U.S. corporate and corporate—non-U.S. securities and resulted from a change in the observability of the additional premium to the public bond spread to adjust for the liquidity and other features of our private placements and resulted in unobservable inputs having a significant impact on certain valuations for transfers in or no longer having significant impact on certain valuations for transfers out.

⁽²⁾	Represents contingent receivables associated with recent business dispositions.

⁽³⁾	Represents embedded derivatives associated with the reinsured portion of our GMWB liabilities.

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


(Amounts in millions)	Beginning balance as of January 1, 2012								Purchases		Sales			Issuances		Settlements			Transfer into Level 3		Transfer out of Level 3			Ending balance as of March 31, 2012		Total gains (losses) included in net income attributable to assets still held


			Total realized and unrealized gains (losses)
			Included in net income			Included in OCI
Fixed maturity securities:
U.S. government, agencies and government-sponsored enterprises	$	13	$	—		$	—		$	—	$	—		$	—	$	—		$	—	$	(12	)	$	1	$	—
Government—non-U.S.		10		—			—			—		—			—		(1	)		—		—			9		—
U.S. corporate ⁽¹⁾		2,511		1			11			30		(18	)		—		(10	)		149		(244	)		2,430		4
Corporate—non-U.S. ⁽¹⁾		1,284		2			13			59		—			—		(28	)		353		(74	)		1,609		1
Residential mortgage-backed		95		—			3			—		—			—		(5	)		2		—			95		—
Commercial mortgage- backed		39		—			2			—		—			—		(1	)		—		—			40		—
Other asset-backed		271		—			7			70		(20	)		—		(13	)		104		—			419		—

Total fixed maturity securities		4,223		3			36			159		(38	)		—		(58	)		608		(330	)		4,603		5

Equity securities		98		1			(2	)		—		(2	)		—		—			—		—			95		—

Other invested assets:
Trading securities		264		5			—			24		—			—		(7	)		—		—			286		5
Derivative assets:
Interest rate swaps		5		—			—			—		—			—		(1	)		—		—			4		—
Credit default swaps		—		4			—			—		—			—		(1	)		—		—			3		4
Equity index options		39		(35	)		—			14		—			—		—			—		—			18		(31	)
Other foreign currency contracts		9		(10	)		—			3		—			—		—			—		—			2		(10	)

Total derivative assets		53		(41	)		—			17		—			—		(2	)		—		—			27		(37	)

Total other invested assets		317		(36	)		—			41		—			—		(9	)		—		—			313		(32	)

Restricted other invested assets related to securitization entities		176		5			—			—		—			—		—			—		—			181		5
Reinsurance recoverable ⁽²⁾		16		(11	)		—			—		—			1		—			—		—			6		(11	)

Total Level 3 assets	$	4,830	$	(38	)	$	34		$	200	$	(40	)	$	1	$	(67	)	$	608	$	(330	)	$	5,198	$	(33	)

⁽¹⁾

The transfers into and out of Level 3 were primarily related to private fixed rate U.S. and non-U.S. corporate securities and resulted from a change in the observability of the additional premium to the public bond spread to adjust for the liquidity and other features of our private placements and resulted in unobservable inputs having a significant impact on certain valuations for transfers in or no longer having significant impact on certain valuations for transfers out.

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

GENWORTH HOLDINGS, INC.

(formerly known as 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 three months ended March 31:


(Amounts in millions)	2013			2012
Total realized and unrealized gains (losses) included in net income:
Net investment income	$	9		$	16
Net investment gains (losses)		(18	)		(54	)

Total	$	(9	)	$	(38	)

Net gains (losses) included in net income attributable to assets still held:
Net investment income	$	7		$	15
Net investment gains (losses)		(20	)		(48	)

Total	$	(13	)	$	(33	)

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

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


(Amounts in millions)	Beginning balance as of January 1, 2013							Purchases		Sales		Issuances		Settlements		Transfer into Level 3		Transfer out of Level 3		Ending balance as of March 31, 2013		Total (gains) losses included in net (income) attributable to liabilities still held


			Total realized and unrealized (gains) losses
			Included in net (income)			Included in OCI
Policyholder account balances:
GMWB embedded derivatives ⁽¹⁾	$	350	$	(87	)	$	—	$	—	$	—	$	9	$	—	$	—	$	—	$	272	$	(83	)
Fixed index annuity embedded derivatives		27		3			—		—		—		4		—		—		—		34		3

Total policyholder account balances		377		(84	)		—		—		—		13		—		—		—		306		(80	)

Derivative liabilities:
Credit default swaps		1		(1	)		—		—		—		—		—		—		—		—		(1	)
Credit default swaps related to securitization entities		104		(8	)		—		1		—		—		—		—		—		97		(8	)
Equity index options		—		1			—		—		—		—		—		—		—		1		1

Total derivative liabilities		105		(8	)		—		1		—		—		—		—		—		98		(8	)

Borrowings related to securitization entities		62		9			—		—		—		—		—		—		—		71		9

Total Level 3 liabilities	$	544	$	(83	)	$	—	$	1	$	—	$	13	$	—	$	—	$	—	$	475	$	(79	)

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

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


(Amounts in millions)	Beginning balance as of January 1, 2012							Purchases		Sales		Issuances		Settlements		Transfer into Level 3		Transfer out of Level 3		Ending balance as of March 31, 2012		Total (gains) losses included in net (income) attributable to liabilities still held


			Total realized and unrealized (gains) losses
			Included in net (income)			Included in OCI
Policyholder account balances:
GMWB embedded derivatives ⁽¹⁾	$	492	$	(214	)	$	—	$	—	$	—	$	9	$	—	$	—	$	—	$	287	$	(210	)
Fixed index annuity embedded derivatives		4		2			—		—		—		—		—		—		—		6		2

Total policyholder account balances		496		(212	)		—		—		—		9		—		—		—		293		(208	)

Derivative liabilities:
Credit default swaps		57		(36	)		—		2		—		—		—		—		—		23		(36	)
Credit default swaps related to securitization entities		177		(31	)		—		1		—		—		—		—		—		147		(31	)

Total derivative liabilities		234		(67	)		—		3		—		—		—		—		—		170		(67	)

Borrowings related to securitization entities		48		7			—		—		—		—		—		—		—		55		7

Total Level 3 liabilities	$	778	$	(272	)	$	—	$	3	$	—	$	9	$	—	$	—	$	—	$	518	$	(268	)

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

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 three months ended March 31:


(Amounts in millions)	2013			2012
Total realized and unrealized (gains) losses included in net (income):
Net investment income	$	—		$	—
Net investment (gains) losses		(83	)		(272	)

Total	$	(83	)	$	(272	)

Total (gains) losses included in net (income) attributable to liabilities still held:
Net investment income	$	—		$	—
Net investment (gains) losses		(79	)		(268	)

Total	$	(79	)	$	(268	)

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

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Issuances and settlements presented for policyholder account balances represent the issuances and settlements of embedded derivatives associated with our GMWB liabilities where: issuances are characterized as the change in fair value associated with the product fees recognized that are attributed to the embedded derivative to equal the expected future benefit costs upon issuance and settlements 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.

Certain classes of instruments classified as Level 3 are excluded below 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. The following table presents a summary of the significant unobservable inputs used for certain fair value measurements that are based on internal models and classified as Level 3 as of March 31, 2013:


(Amounts in millions)	Valuation technique	Fair value		Unobservable input	Range (weighted-average)
Assets
Fixed maturity securities:
U.S. corporate	Matrix pricing	$	2,468	Credit spreads	60bps - 800bps (200bps)
Corporate—non-U.S.	Matrix pricing		1,815	Credit spreads	87bps - 358bps (181bps)
Derivative assets:
Interest rate swaps	Discounted cash flows		1	Interest rate volatility	21% - 25% (23%)
Credit default swaps ⁽¹⁾	Discounted cash flows		7	Credit spreads	14bps - 159bps (70bps)
Equity index options	Discounted cash flows		17	Equity index volatility	22% - 43% (29%)
Other assets ⁽²⁾	Discounted cash flows		10	Discount rate	Not applicable
Liabilities
Policyholder account balances:
				Withdrawal utilization rate Lapse rate Non-performance risk	—%-98% —%-25%
GMWB embedded derivatives ⁽³⁾	Stochastic cash flow model		272	(credit spreads) Equity index volatility	50bps - 90bps (80bps) 15% - 25% (22%)
Fixed index annuity embedded derivatives	Option budget method		34	Expected future interest credited	1% - 4% (1%)
Derivative liabilities:
Equity index options	Discounted cash flows		1	Equity index volatility	22%

⁽¹⁾	Unobservable input valuation based on the current market credit default swap premium.

⁽²⁾	Represents contingent receivables associated with recent business dispositions.

⁽³⁾	Represents embedded derivatives associated with our GMWB liabilities, excluding the impact of reinsurance.

(7) Commitments and Contingencies

(a) Litigation

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

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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, 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 mortgage insurance businesses, such as captive reinsurance arrangements with lenders and contract underwriting services, violations of the Real Estate Settlement and Procedures Act of 1974 (“RESPA”) 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. 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.

As previously disclosed, in January 2012, we, along with other mortgage insurance companies, received an information request from the Consumer Financial Protection Bureau (“CFPB”) requesting information from our U.S. mortgage insurance subsidiaries with respect to reinsurance arrangements, including captive reinsurance transactions, as part of the CFPB’s review of such arrangements in the mortgage insurance industry. The CFPB further sent to our subsidiary and other mortgage insurance companies a Civil Investigative Demand, dated June 20, 2012 (the “CFPB Demand”), seeking production of specified documents and responses to questions set forth in the CFPB Demand. In April 2013, the U.S. mortgage insurance subsidiaries and other mortgage insurance companies agreed to settle with the CFPB to end the agency’s review. As part of the settlement, the subsidiaries will refrain from certain reinsurance arrangements for a period of 10 years and such subsidiaries will pay approximately $4 million.

As previously disclosed, beginning in December 2011 and continuing through January 2013, one of our U.S. mortgage insurance subsidiaries was named along with several other mortgage insurance participants and mortgage lenders as a defendant in twelve putative class action lawsuits alleging that certain “captive reinsurance arrangements” were in violation of RESPA. The Barlee case was dismissed by the Court with prejudice as to our subsidiary and certain other defendants on February 27, 2013. In the Riddle case, the defendants’ motion to dismiss was denied, but the Court limited discovery at this stage to issues surrounding the statute of limitations. We intend to vigorously defend the remaining actions.

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 light of the inherent uncertainties involved in these matters, no amounts have been accrued. We also are not able to provide an estimate or range of possible losses related to these matters.

(b) Commitments

As of March 31, 2013, we were committed to fund $64 million in limited partnership investments and $60 million in U.S. commercial mortgage loan investments.

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(8) Segment Information

We currently operate through three divisions: U.S. Life Insurance, Global Mortgage Insurance and Corporate and Other. Under these divisions, there are five operating business segments. The U.S. Life Insurance Division includes the U.S. Life Insurance segment. The Global Mortgage Insurance Division includes the International Mortgage Insurance and U.S. Mortgage Insurance segments. The Corporate and Other Division includes the International Protection and Runoff segments and Corporate and Other activities. Our operating business segments are as follows: (1) U.S. Life Insurance, which includes our life insurance, long-term care insurance and fixed annuities businesses; (2) International Mortgage Insurance, which includes mortgage insurance-related products and services; (3) U.S. Mortgage Insurance, which includes mortgage insurance-related products and services; (4) International Protection Insurance, which includes our lifestyle protection insurance business; and (5) Runoff, which includes the results of non-strategic products which are no longer actively sold. Our non-strategic products primarily include our variable annuity, variable life insurance, institutional, corporate-owned life insurance and other accident and health insurance products. Institutional products consist of: funding agreements, FABNs and GICs.

We use the same accounting policies and procedures to measure segment income (loss) and assets as our consolidated net income and assets. Our chief operating decision maker evaluates segment performance and allocates resources on the basis of “net operating income (loss).” We define net operating income (loss) as income (loss) from continuing operations excluding the after-tax effects of income attributable to noncontrolling interests, net investment gains (losses), goodwill impairments, gains (losses) on the sale of businesses and infrequent or unusual non-operating items. We exclude net investment gains (losses) and infrequent or unusual non-operating items because we do not consider them to be related to the operating performance of our segments and Corporate and Other activities. A component of our net investment gains (losses) is the result of impairments, the size and timing of which can vary significantly depending on market credit cycles. In addition, the size and timing of other investment gains (losses) can be subject to our discretion and are influenced by market opportunities, as well as asset-liability matching considerations. Goodwill impairments and gains (losses) on the sale of businesses are also excluded from net operating income (loss) because, in our opinion, they are not indicative of overall operating trends. Other non-operating items are also excluded from net operating income (loss) if, in our opinion, they are not indicative of overall operating trends. There were no infrequent or unusual items excluded from net operating income during the periods presented.

While some of these items may be significant components of net income available to Genworth’s common stockholders in accordance with U.S. GAAP, we believe that net operating income, and measures that are derived from or incorporate net operating income, 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 net operating income 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 net operating income have occurred in the past and could, and in some cases will, recur in the future. Net operating income is not a substitute for net income available to Genworth’s common stockholders determined in accordance with U.S. GAAP. In addition, our definition of net operating income may differ from the definitions used by other companies.

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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


	Three months ended March 31,
(Amounts in millions)	2013		2012
Revenues:
U.S. Life Insurance segment:
Life insurance	$	494	$	373
Long-term care insurance		775		775
Fixed annuities		252		294

U.S. Life Insurance segment’s revenues		1,521		1,442

International Mortgage Insurance segment:
Canada		192		198
Australia		143		133
Other Countries		10		15

International Mortgage Insurance segment’s revenues		345		346

U.S. Mortgage Insurance segment’s revenues		154		188

International Protection segment’s revenues		205		218

Runoff segment’s revenues		43		133

Corporate and Other’s revenues		35		(12	)

Total revenues	$	2,303	$	2,315

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following is a summary of net operating income (loss) for our segments and Corporate and Other activities and a reconciliation of net operating income (loss) for our segments and Corporate and Other activities to net income for the periods indicated:


	Three months ended March 31,
(Amounts in millions)	2013			2012
U.S. Life Insurance segment:
Life insurance	$	36		$	6
Long-term care insurance		20			35
Fixed annuities		29			23

U.S. Life Insurance segment’s net operating income		85			64

International Mortgage Insurance segment:
Canada		42			37
Australia		46			(21	)
Other Countries		(7	)		(9	)

International Mortgage Insurance segment’s net operating income		81			7

U.S. Mortgage Insurance segment’s net operating income (loss)		21			(44	)

International Protection segment’s net operating income		6			5

Runoff segment’s net operating income		16			35

Corporate and Other’s net operating loss		(58	)		(50	)

Net operating income		151			17
Net investment gains (losses), net of taxes and other adjustments		(28	)		17
Income (loss) from discontinued operations, net of taxes		(20	)		12

Net income available to Genworth’s common stockholders		103			46
Add: net income attributable to noncontrolling interests		38			33

Net income	$	141		$	79

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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


(Amounts in millions)	March 31, 2013		December 31, 2012
Assets:
U.S. Life Insurance	$	78,718	$	79,214
International Mortgage Insurance		9,934		10,063
U.S. Mortgage Insurance		2,201		2,357
International Protection		2,049		2,145
Runoff		15,435		15,308
Corporate and Other		3,299		3,786

Segment assets from continuing operations		111,636		112,873
Assets associated with discontinued operations		439		439

Total assets	$	112,075	$	113,312

(9) Changes in Other Comprehensive Income (Loss)

The following tables show the changes in OCI, net of taxes, by component as of and for the periods indicated:


(Amounts in millions)	Net unrealized investment gains (losses) ⁽¹⁾			Derivatives qualifying as hedges ⁽²⁾			Foreign currency translation and other adjustments ⁽³⁾			Total
Balances as of January 1, 2013	$	2,638		$	1,909		$	655		$	5,202
OCI before reclassifications		(216	)		(102	)		(104	)		(422	)
Amounts reclassified from OCI		25			(8	)		—			17

Current period OCI		(191	)		(110	)		(104	)		(405	)

Balance as of March 31, 2013 before noncontrolling interests		2,447			1,799			551			4,797

Less: change in OCI attributable to noncontrolling interests		4			—			(31	)		(27	)

Balances as of March 31, 2013	$	2,443		$	1,799		$	582		$	4,824

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

⁽²⁾	See note 5 for additional information.

⁽³⁾	Balance included $26 million, net of $13 million of taxes, related to a net unrecognized postretirement benefit obligation as of March 31, 2013. Amount also included $52 million of taxes related to foreign currency translation adjustments as of March 31, 2013.

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


(Amounts in millions)	Net unrealized investment gains (losses) ⁽¹⁾			Derivatives qualifying as hedges ⁽²⁾			Foreign currency translation and other adjustments ⁽³⁾		Total
Balances as of January 1, 2012	$	1,485		$	2,009		$	553	$	4,047
OCI before reclassifications		(164	)		(322	)		116		(370	)
Amounts reclassified from OCI		—			(7	)		—		(7	)

Current period OCI		(164	)		(329	)		116		(377	)

Balance as of March 31, 2012 before noncontrolling interests		1,321			1,680			669		3,670

Less: change in OCI attributable to noncontrolling interests		(6	)		—			20		14

Balances as of March 31, 2012	$	1,327		$	1,680		$	649	$	3,656

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

⁽²⁾	See note 5 for additional information.

⁽³⁾	Balance included $20 million, net of $11 million of taxes, related to a net unrecognized postretirement benefit obligation as of March 31, 2012. Amount also included $48 million of taxes related to foreign currency translation adjustments as of March 31, 2012.

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


	Amount reclassified from accumulated other comprehensive income						Affected line item in the consolidated statements of income
	Three months ended March 31,
(Amounts in millions)	2013			2012
Net unrealized investment gains (losses):
Unrealized gains (losses) on investments⁽¹⁾	$	38		$	—		Net investment gains (losses)
Provision for income taxes		(13	)		—		Provision for income taxes

Total	$	25		$	—

Derivatives qualifying as hedges:
Interest rate swaps hedging assets	$	(9	)	$	(9	)	Net investment income
Interest rate swaps hedging assets		—			(1	)	Net investment gains (losses)
Interest rate swaps hedging liabilities		(1	)		—		Interest expense
Inflation indexed swaps		(3	)		—		Net investment income
Provision for income taxes		5			3		Provision for income taxes

Total	$	(8	)	$	(7	)

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

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(10) Discontinued Operations

On March 27, 2013, we announced that we had agreed to sell our wealth management business to AqGen Liberty Acquisition, Inc., a subsidiary of AqGen Liberty Holdings LLC, a partnership of Aquiline Capital Partners and Genstar Capital, for approximately $412 million. As a result, this business has been accounted for as discontinued operations and its financial position, results of operations and cash flows are separately reported for all periods presented. The sale is expected to close in the second half of 2013, subject to customary closing conditions, including requisite regulatory approvals. Our wealth management business, previously a separate segment, is separately presented and all prior periods reflected herein have been re-presented on this basis.

The assets and liabilities associated with discontinued operations prior to the sale have been segregated in our consolidated balance sheets. The major assets and liability categories were as follows as of the dates indicated:


(Amounts in millions)	March 31, 2013		December 31, 2012
Assets
Other invested assets	$	10	$	10
Cash and cash equivalents		22		21
Intangible assets		116		115
Goodwill		247		260
Other assets		44		33

Assets associated with discontinued operations	$	439	$	439

Liabilities
Other liabilities	$	70	$	48
Deferred tax liability		16		13

Liabilities associated with discontinued operations	$	86	$	61

Summary operating results of discontinued operations were as follows for the periods indicated:


	Three months ended March 31,
(Amounts in millions)	2013			2012
Revenues	$	78		$	111

Income (loss) before income taxes	$	(19	)	$	20
Provision for income taxes		1			8

Income (loss) from discontinued operations, net of taxes	$	(20	)	$	12

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

During the three months ended March 31, 2013, in connection with the agreement to sell the wealth management business, we recognized a goodwill impairment of $13 million as a result of the carrying value for the business exceeding fair value. Additionally, we agreed to settle our contingent consideration liability related to our purchase of Altegris Capital, LLC in 2010 for approximately $40 million, which resulted in a loss of approximately $5 million from the change in fair value of this liability. In accordance with the accounting guidance for groups of assets that are held-for-sale, we recorded an additional loss of approximately $9 million to record the carrying value of the business at its fair value less costs to sell. We expect to recognize an additional after-tax loss on the sale of up to $10 million at closing, which is based on estimated carrying value and working capital at close, as well as expected expenses associated with the sale.

(11) Subsequent Events

Holding Company Reorganization

On April 1, 2013, Genworth Holdings, Inc. (“Genworth Holdings” or “Issuer”) (formerly named Genworth Financial, Inc.) completed a holding company reorganization in accordance with Section 251(g) of the General Corporation Law of the State of Delaware (“DGCL”) whereby Genworth Holdings became a direct, wholly-owned subsidiary of a new public holding company it formed, Genworth Financial, Inc. (“New Genworth” or “Parent Guarantor”) (formerly named Sub XLVI, Inc.).

To implement the reorganization, Genworth Holdings formed New Genworth and New Genworth, in turn, formed Sub XLII, Inc. (“Merger Sub”). The holding company structure was implemented pursuant to Section 251(g) of the DGCL by the merger of Merger Sub with and into Genworth Holdings (the “Merger”). Genworth Holdings survived the Merger as a direct, wholly-owned subsidiary of New Genworth 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 New Genworth 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, New Genworth had the same authorized, outstanding and treasury capital stock as Genworth Holdings immediately prior to the Merger. Each share of New Genworth common stock outstanding immediately prior to the Merger was cancelled.

Pursuant to Section 251(g) of the DGCL, the Merger did not require a vote of the stockholders of Genworth Holdings. Effective upon the consummation of the Merger, New Genworth adopted an amended and restated certificate of incorporation and amended and restated bylaws that are 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). New Genworth’s directors and executive officers immediately after the consummation of the Merger are 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, New Genworth 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 New Genworth (as its sole stockholder), through a dividend (the “Distribution”), the 84.6% membership interest in one of its subsidiaries (Genworth Mortgage Holdings, LLC

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(“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 a 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.

Reverse Mortgage Business Disposition

Effective April 1, 2013 (immediately prior to the holding company reorganization), Genworth Holdings completed the sale of its reverse mortgage business for total proceeds of $22 million. No significant gain or loss was recorded on the sale.

(12) Condensed Consolidating Financial Information

On April 1, 2013, in connection with the reorganization: (a) New Genworth provided 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 and (b) New Genworth provided 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.

The following condensed consolidating financial information of New Genworth and its direct and indirect subsidiaries have been prepared pursuant to rules regarding the preparation of consolidating financial information of Regulation S-X. The condensed consolidating financial information has been prepared as if the guarantee had been in place during all periods presented herein.

The condensed consolidating financial information presents the condensed consolidating balance sheet information as of March 31, 2013 and December 31, 2012 and the condensed consolidating income statement information, condensed consolidating comprehensive income statement information and condensed consolidating cash flow statement information for the three months ended March 31, 2013 and 2012.

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

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

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the condensed consolidating balance sheet information as of March 31, 2013:


(Amounts in millions)	Parent Guarantor			Issuer			All Other Subsidiaries			Eliminations			Consolidated
Assets
Investments
Fixed maturity securities available-for-sale, at fair value	$	—		$	151		$	61,131		$	(200	)	$	61,082
Equity securities available-for-sale, at fair value		—			—			490			—			490
Commercial mortgage loans		—			—			5,866			—			5,866
Restricted commercial mortgage loans related to securitization entities		—			—			324			—			324
Policy loans		—			—			1,606			—			1,606
Other invested assets		—			3			2,981			(2	)		2,982
Restricted other invested assets related to securitization entities		—			—			399			—			399
Investments in subsidiaries		16,155			17,473			—			(33,628	)		—

Total investments		16,155			17,627			72,797			(33,830	)		72,749
Cash and cash equivalents		—			805			2,992			—			3,797
Accrued investment income		—			—			776			(7	)		769
Deferred acquisition costs		—			—			5,050			—			5,050
Intangible assets		—			—			346			—			346
Goodwill		—			—			868			—			868
Reinsurance recoverable		—			—			17,211			—			17,211
Other assets		2			261			445			(2	)		706
Intercompany notes receivable		—			246			418			(664	)		—
Separate account assets		—			—			10,140			—			10,140
Assets associated with discontinued operations		—			—			439			—			439

Total assets	$	16,157		$	18,939		$	111,482		$	(34,503	)	$	112,075

Liabilities and stockholders’ equity
Liabilities:
Future policy benefits	$	—		$	—		$	33,601		$	—		$	33,601
Policyholder account balances		—			—			25,886			—			25,886
Liability for policy and contract claims		—			—			7,343			—			7,343
Unearned premiums		—			—			4,193			—			4,193
Other liabilities		1			430			4,609			(12	)		5,028
Intercompany notes payable		—			618			246			(864	)		—
Borrowings related to securitization entities		—			—			329			—			329
Non-recourse funding obligations		—			—			2,062			—			2,062
Long-term borrowings		—			4,203			563			—			4,766
Deferred tax liability		(66	)		(709	)		1,907			—			1,132
Separate account liabilities		—			—			10,140			—			10,140
Liabilities associated with discontinued operations		—			—			86			—			86

Total liabilities		(65	)		4,542			90,965			(876	)		94,566

Stockholders’ equity:
Common stock		1			—			—			—			1
Additional paid-in capital		12,131			9,311			17,326			(26,637	)		12,131
Accumulated other comprehensive income (loss)		4,824			4,734			4,819			(9,553	)		4,824
Retained earnings		1,966			352			(2,920	)		2,568			1,966
Treasury stock, at cost		(2,700	)		—			—			—			(2,700	)

Total Genworth Financial, Inc.’s stockholders’ equity		16,222			14,397			19,225			(33,622	)		16,222
Noncontrolling interests		—			—			1,292			(5	)		1,287

Total stockholders’ equity		16,222			14,397			20,517			(33,627	)		17,509

Total liabilities and stockholders’ equity	$	16,157		$	18,939		$	111,482		$	(34,503	)	$	112,075

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the condensed consolidating balance sheet information as of December 31, 2012:


(Amounts in millions)	Parent Guarantor			Issuer			All Other Subsidiaries			Eliminations			Consolidated
Assets
Investments
Fixed maturity securities available-for-sale, at fair value	$	—		$	151		$	62,210		$	(200	)	$	62,161
Equity securities available-for-sale, at fair value		—			—			518			—			518
Commercial mortgage loans		—			—			5,872			—			5,872
Restricted commercial mortgage loans related to securitization entities		—			—			341			—			341
Policy loans		—			—			1,601			—			1,601
Other invested assets		—			5			3,488			—			3,493
Restricted other invested assets related to securitization entities		—			—			393			—			393
Investments in subsidiaries		16,429			17,725			—			(34,154	)		—

Total investments		16,429			17,881			74,423			(34,354	)		74,379
Cash and cash equivalents		—			843			2,789			—			3,632
Accrued investment income		—			—			719			(4	)		715
Deferred acquisition costs		—			—			5,036			—			5,036
Intangible assets		—			—			366			—			366
Goodwill		—			—			868			—			868
Reinsurance recoverable		—			—			17,230			—			17,230
Other assets		1			294			417			(2	)		710
Intercompany notes receivable		—			254			488			(742	)		—
Separate account assets		—			—			9,937			—			9,937
Assets associated with discontinued operations		—			—			439			—			439

Total assets	$	16,430		$	19,272		$	112,712		$	(35,102	)	$	113,312

Liabilities and stockholders’ equity
Liabilities:
Future policy benefits	$	—		$	—		$	33,505		$	—		$	33,505
Policyholder account balances		—			—			26,262			—			26,262
Liability for policy and contract claims		—			—			7,509			—			7,509
Unearned premiums		—			—			4,333			—			4,333
Other liabilities		1			342			4,901			(5	)		5,239
Intercompany notes payable		—			688			254			(942	)		—
Borrowings related to securitization entities		—			—			336			—			336
Non-recourse funding obligations		—			—			2,066			—			2,066
Long-term borrowings		—			4,203			573			—			4,776
Deferred tax liability		(64	)		(672	)		2,243			—			1,507
Separate account liabilities		—			—			9,937			—			9,937
Liabilities associated with discontinued operations		—			—			61			—			61

Total liabilities		(63	)		4,561			91,980			(947	)		95,531

Stockholders’ equity:
Common stock		1			—			—			—			1
Additional paid-in capital		12,127			9,311			16,777			(26,088	)		12,127
Accumulated other comprehensive income (loss)		5,202			5,100			5,197			(10,297	)		5,202
Retained earnings		1,863			300			(2,535	)		2,235			1,863
Treasury stock, at cost		(2,700	)		—			—			—			(2,700	)

Total Genworth Financial, Inc.’s stockholders’ equity		16,493			14,711			19,439			(34,150	)		16,493
Noncontrolling interests		—			—			1,293			(5	)		1,288

Total stockholders’ equity		16,493			14,711			20,732			(34,155	)		17,781

Total liabilities and stockholders’ equity	$	16,430		$	19,272		$	112,712		$	(35,102	)	$	113,312

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the condensed consolidating income statement information for the three months ended March 31, 2013:


(Amounts in millions)	Parent Guarantor		Issuer			All Other Subsidiaries			Eliminations			Consolidated
Revenues:
Premiums	$	—	$	—		$	1,261		$	—		$	1,261
Net investment income		—		—			818			(4	)		814
Net investment gains (losses)		—		(4	)		(57	)		—			(61	)
Insurance and investment product fees and other		—		—			290			(1	)		289

Total revenues		—		(4	)		2,312			(5	)		2,303

Benefits and expenses:
Benefits and other changes in policy reserves		—		—			1,201			—			1,201
Interest credited		—		—			184			—			184
Acquisition and operating expenses, net of deferrals		—		—			433			—			433
Amortization of deferred acquisition costs and intangibles		—		—			122			—			122
Interest expense		—		80			51			(5	)		126

Total benefits and expenses		—		80			1,991			(5	)		2,066

Income from continuing operations before income taxes and equity in income of subsidiaries		—		(84	)		321			—			237
Provision for income taxes		—		(39	)		115			—			76
Equity in income of subsidiaries		103		122			—			(225	)		—

Loss from continuing operations		103		77			206			(225	)		161
Loss from discontinued operations, net of taxes		—		(5	)		(15	)		—			(20	)

Net income		103		72			191			(225	)		141
Less: net income attributable to noncontrolling interests		—		—			38			—			38

Net income available to Genworth Financial, Inc.’s common stockholders	$	103	$	72		$	153		$	(225	)	$	103

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the condensed consolidating income statement information for the three months ended March 31, 2012:


(Amounts in millions)	Parent Guarantor			Issuer			All Other Subsidiaries		Eliminations			Consolidated
Revenues:
Premiums	$	—		$	—		$	1,106	$	—		$	1,106
Net investment income		—			—			836		(4	)		832
Net investment gains (losses)		—			(22	)		59		—			37
Insurance and investment product fees and other		—			(1	)		342		(1	)		340

Total revenues		—			(23	)		2,343		(5	)		2,315

Benefits and expenses:
Benefits and other changes in policy reserves		—			—			1,232		—			1,232
Interest credited		—			—			195		—			195
Acquisition and operating expenses, net of deferrals		3			—			437		—			440
Amortization of deferred acquisition costs and intangibles		—			—			271		—			271
Interest expense		—			69			30		(4	)		95

Total benefits and expenses		3			69			2,165		(4	)		2,233

Income (loss) from continuing operations before income taxes and equity in income of subsidiaries		(3	)		(92	)		178		(1	)		82
Provision (benefit) for income taxes		(1	)		(30	)		46		—			15
Equity in income of subsidiaries		48			125			—		(173	)		—

Income from continuing operations		46			63			132		(174	)		67
Income from discontinued operations, net of taxes		—			—			12		—			12

Net income		46			63			144		(174	)		79
Less: net income attributable to noncontrolling interests		—			—			33		—			33

Net income available to Genworth Financial, Inc.’s common stockholders	$	46		$	63		$	111	$	(174	)	$	46

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the condensed consolidating comprehensive income statement information for the three months ended March 31, 2013:


(Amounts in millions)	Parent Guarantor			Issuer			All Other Subsidiaries			Eliminations			Consolidated
Net income	$	103		$	72		$	191		$	(225	)	$	141
Other comprehensive income (loss):
Net unrealized gains (losses) on securities not other-than-temporarily impaired		(221	)		(227	)		(217	)		448			(217	)
Net unrealized gains (losses) on other-than-temporarily impaired securities		26			26			26			(52	)		26
Derivatives qualifying as hedges		(110	)		(110	)		(110	)		220			(110	)
Foreign currency translation and other adjustments		(73	)		(55	)		(104	)		128			(104	)

Total other comprehensive income (loss)		(378	)		(366	)		(405	)		744			(405	)

Total comprehensive income (loss)		(275	)		(294	)		(214	)		519			(264	)
Less: comprehensive income attributable to noncontrolling interests		—			—			11			—			11

Total comprehensive income (loss) available to Genworth Financial, Inc.’s common stockholders	$	(275	)	$	(294	)	$	(225	)	$	519		$	(275	)

The following table presents the condensed consolidating comprehensive income statement information for the three months ended March 31, 2012:


(Amounts in millions)	Parent Guarantor			Issuer			All Other Subsidiaries			Eliminations			Consolidated
Net income	$	46		$	63		$	144		$	(174	)	$	79
Other comprehensive income (loss):
Net unrealized gains (losses) on securities not other-than-temporarily impaired		(179	)		(184	)		(185	)		363			(185	)
Net unrealized gains (losses) on other-than-temporarily impaired securities		21			21			22			(43	)		21
Derivatives qualifying as hedges		(329	)		(329	)		(328	)		657			(329	)
Foreign currency translation and other adjustments		96			82			116			(178	)		116

Total other comprehensive income (loss)		(391	)		(410	)		(375	)		799			(377	)

Total comprehensive income (loss)		(345	)		(347	)		(231	)		625			(298	)
Less: comprehensive income attributable to noncontrolling interests		—			—			47			—			47

Total comprehensive income (loss) available to Genworth Financial, Inc.’s common stockholders	$	(345	)	$	(347	)	$	(278	)	$	625		$	(345	)

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the condensed consolidating cash flow statement information for the three months ended March 31, 2013:


	Parent Guarantor			Issuer			All Other Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	103		$	72		$	191		$	(225	)	$	141
Less loss from discontinued operations, net of taxes		—			5			15			—			20
Adjustments to reconcile net income to net cash from operating activities:
Equity in income from subsidiaries		(103	)		(122	)		—			225			—
Dividends from subsidiaries		—			11			(11	)		—			—
Amortization of fixed maturity discounts and premiums and limited partnerships		—			—			(5	)		—			(5	)
Net investment losses (gains)		—			4			57			—			61
Charges assessed to policyholders		—			—			(202	)		—			(202	)
Acquisition costs deferred		—			—			(105	)		—			(105	)
Amortization of deferred acquisition costs and intangibles		—			—			122			—			122
Deferred income taxes		—			(47	)		(135	)		—			(182	)
Net increase (decrease) in trading securities, held- for-sale investments and derivative instruments		—			(3	)		(24	)		—			(27	)
Stock-based compensation expense		—			—			9			—			9
Change in certain assets and liabilities:
Accrued investment income and other assets		—			74			(120	)		4			(42	)
Insurance reserves		—			—			541			—			541
Current tax liabilities		—			43			159			—			202
Other liabilities and other policy-related balances		—			17			(485	)		(6	)		(474	)
Cash from operating activities—discontinued operations		—			(5	)		6			—			1

Net cash from operating activities		—			49			13			(2	)		60

Cash flows from investing activities:
Proceeds from maturities and repayments of investments:
Fixed maturity securities		—			—			1,212			—			1,212
Commercial mortgage loans		—			—			212			—			212
Restricted commercial mortgage loans related to securitization entities		—			—			17			—			17
Proceeds from sales of investments:
Fixed maturity and equity securities		—			—			1,310			—			1,310
Purchases and originations of investments:
Fixed maturity and equity securities		—			—			(2,069	)		—			(2,069	)
Commercial mortgage loans		—			—			(203	)		—			(203	)
Other invested assets, net		—			—			(28	)		2			(26	)
Policy loans, net		—			—			—			—			—
Intercompany notes receivable		—			8			70			(78	)		—
Capital contributions to subsidiaries		—			(22	)		22			—			—
Cash from investing activities—discontinued operations		—			—			—			—			—

Net cash from investing activities		—			(14	)		543			(76	)		453

Cash flows from financing activities:
Deposits to universal life and investment contracts		—			—			445			—			445
Withdrawals from universal life and investment contracts		—			—			(678	)		—			(678	)
Redemption and repurchase of non-recourse funding obligations		—			—			(4	)		—			(4	)
Repayment of borrowings related to securitization entities		—			—			(17	)		—			(17	)
Dividends paid to noncontrolling interests		—			—			(13	)		—			(13	)
Proceeds from intercompany notes payable		—			(70	)		(8	)		78			—
Other, net		—			(3	)		(29	)		—			(32	)
Cash from financing activities—discontinued operations		—			—			—			—			—

Net cash from financing activities		—			(73	)		(304	)		78			(299	)

Effect of exchange rate changes on cash and cash equivalents		—			—			(48	)		—			(48	)

Net change in cash and cash equivalents		—			(38	)		204			—			166
Cash and cash equivalents at beginning of period		—			843			2,810			—			3,653

Cash and cash equivalents at end of period		—			805			3,014			—			3,819
Less cash and cash equivalents of discontinued operations at end of period		—			—			22			—			22

Cash and cash equivalents of continuing operations at end of period	$	—		$	805		$	2,992		$	—		$	3,797

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the condensed consolidating cash flow statement information for the three months ended March 31, 2012:


	Parent Guarantor			Issuer			All Other Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	46		$	63		$	144		$	(174	)	$	79
Less income from discontinued operations, net of taxes		—			—			(12	)		—			(12	)
Adjustments to reconcile net income to net cash from operating activities:
Equity in income from subsidiaries		(48	)		(125	)		—			173			—
Dividends from subsidiaries		—			10			(10	)		—			—
Amortization of fixed maturity discounts and premiums and limited partnerships		—			—			(19	)		—			(19	)
Net investment losses (gains)		—			22			(59	)		—			(37	)
Charges assessed to policyholders		—			—			(187	)		—			(187	)
Acquisition costs deferred		—			—			(154	)		—			(154	)
Amortization of deferred acquisition costs and intangibles		—			—			271			—			271
Deferred income taxes		(1	)		(17	)		39			—			21
Net increase (decrease) in trading securities, held- for-sale investments and derivative instruments		—			(6	)		(39	)		—			(45	)
Stock-based compensation expense		3			—			6			—			9
Change in certain assets and liabilities:
Accrued investment income and other assets		—			(19	)		(77	)		(3	)		(99	)
Insurance reserves		—			—			369			—			369
Current tax liabilities		—			176			(263	)		—			(87	)
Other liabilities and other policy-related balances		—			37			(413	)		6			(370	)
Cash from operating activities—discontinued operations		—			—			9			—			9

Net cash from operating activities		—			141			(395	)		2			(252	)

Cash flows from investing activities:
Proceeds from maturities and repayments of investments:
Fixed maturity securities		—			—			969			—			969
Commercial mortgage loans		—			—			142			—			142
Restricted commercial mortgage loans related to securitization entities		—			—			14			—			14
Proceeds from sales of investments:
Fixed maturity and equity securities		—			—			1,717			—			1,717
Purchases and originations of investments:
Fixed maturity and equity securities		—			(100	)		(2,949	)		—			(3,049	)
Commercial mortgage loans		—			—			(81	)		—			(81	)
Other invested assets, net		—			—			438			(2	)		436
Policy loans, net		—			—			(6	)		—			(6	)
Intercompany notes receivable		—			1			20			(21	)		—
Cash from investing activities—discontinued operations		—			(18	)		—			—			(18	)

Net cash from investing activities		—			(117	)		264			(23	)		124

Cash flows from financing activities:
Deposits to universal life and investment contracts		—			—			662			—			662
Withdrawals from universal life and investment contracts		—			—			(600	)		—			(600	)
Redemption and repurchase of non-recourse funding obligations		—			—			(563	)		—			(563	)
Proceeds from the issuance of long-term debt		—			361			—			—			361
Repayment of borrowings related to securitization entities		—			—			(19	)		—			(19	)
Dividends paid to noncontrolling interests		—			—			(12	)		—			(12	)
Proceeds from intercompany notes payable		—			(20	)		(1	)		21			—
Other, net		—			—			(17	)		—			(17	)
Cash from financing activities—discontinued operations		—			—			(1	)		—			(1	)

Net cash from financing activities		—			341			(551	)		21			(189	)

Effect of exchange rate changes on cash and cash equivalents		—			—			16			—			16

Net change in cash and cash equivalents		—			365			(666	)		—			(301	)
Cash and cash equivalents at beginning of period		—			907			3,581			—			4,488

Cash and cash equivalents at end of period		—			1,272			2,915			—			4,187
Less cash and cash equivalents of discontinued operations at end of period		—			—			35			—			35

Cash and cash equivalents of continuing operations at end of period	$	—		$	1,272		$	2,880		$	—		$	4,152

GENWORTH HOLDINGS, INC.

(formerly known as Genworth Financial, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Our insurance company subsidiaries are restricted by state and foreign laws and regulations as to the amount of dividends they may pay to their parent without regulatory approval in any year, the purpose of which is to protect affected insurance policyholders, depositors or investors. Any dividends in excess of limits are deemed “extraordinary” and require approval.