UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 11-K

FOR ANNUAL REPORTS OF EMPLOYEE STOCK
PURCHASE, SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
☒	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the fiscal year ended December 31, 2017
OR
 
☐	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the transition period from                      to                     
Commission file number 001-32195

 
A.	Full title of the plan and the address of the plan, if different from that of the issuer named below:	
Genworth Financial, Inc. Retirement and Savings Plan
 
B.	Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:	

Genworth Financial, Inc.
6620 W. Broad Street
Richmond, VA 23230

 

Genworth Financial, Inc. Retirement and Savings Plan
Index

 	  	Page(s)	 	
Report of Independent Registered Public Accounting Firm	  	 	1	 	
		
Financial Statements:	  				
		
Statements of Net Assets Available for Plan Benefits as of December  31, 2017 and 2016	  	 	2	 	
		
Statement of Changes in Net Assets Available for Plan Benefits for the year ended December 31, 2017	  	 	3	 	
		
Notes to Financial Statements	  	 	4-11	 	
		
Supplemental Schedule I:	  				
		
Schedule H, Line 4i – Schedule of Assets  (Held at End of Year) – December 31, 2017	  	 	12-14	 	
		
Other Information:	  				
		
Exhibit Index	  	 	15	 	
		
Signature	  	 	16	 	

 Report of Independent Registered Public Accounting Firm
To the Plan Participants and Plan Administrator
Genworth Financial, Inc. Retirement and Savings Plan:
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for plan benefits of Genworth Financial, Inc. Retirement and Savings Plan (the Plan) as of December 31, 2017 and 2016, the related statement of changes in net assets available for plan benefits for the year ended December 31, 2017, and the related notes (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 2017 and 2016, and the changes in net assets available for plan benefits for the year ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Accompanying Supplemental Information
The supplemental information in Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2017 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ KPMG LLP
We have served as the Plan’s auditor since 2006.
Richmond, Virginia
June 25, 2018
 
1

Genworth Financial, Inc. Retirement and Savings Plan
State  ments of Net Assets Available for Plan Benefits
December 31, 2017 and 2016

 	  	2017	 	  	2016	 	
Assets:	  				  				
Investments:	  				  				
Investments at fair value	  	$	630,130,131	 	  	$	572,629,499	 	
Receivables:	  				  				
Notes receivable from participants	  	 	7,991,534	 	  	 	7,871,579	 	
Receivable for securities sold	  	 	—  	 	  	 	142,873	 	
Accrued dividends and interest	  	 	64,549	 	  	 	111,742	 	
Participant contribution receivable	  	 	689,201	 	  	 	—  	 	
Employer contribution receivable	  	 	11,057,087	 	  	 	9,838,953	 	
	  	 	 	 	  	 	 	 	
Total receivables	  	 	19,802,371	 	  	 	17,965,147	 	
	  	 	 	 	  	 	 	 	
Total assets	  	 	649,932,502	 	  	 	590,594,646	 	
	  	 	 	 	  	 	 	 	
Liabilities:	  				  				
Accrued participant expenses	  	 	215,806	 	  	 	205,490	 	
	  	 	 	 	  	 	 	 	
Total liabilities	  	 	215,806	 	  	 	205,490	 	
	  	 	 	 	  	 	 	 	
Net assets available for plan benefits	  	$	649,716,696	 	  	$	590,389,156	 	
	  	 	 	 	  	 	 	 	
See Accompanying Notes to Financial Statements.
 
2

Genworth Financial, Inc. Retirement and Savings Plan
Statement  of Changes in Net Assets Available for Plan Benefits
Year ended December 31, 2017

Additions to (reductions from) net assets attributed to:	  				
Investment income:	  				
Net appreciation in the fair value of investments	  	$	81,943,876	 	
Interest and dividends	  	 	3,170,854	 	
	  	 	 	 	
Total investment income	  	 	85,114,730	 	
	  	 	 	 	
Interest income from notes receivable from participants	  	 	418,557	 	
	  	 	 	 	
Contributions:	  				
Participants	  	 	21,886,039	 	
Employer	  	 	21,977,691	 	
Rollovers	  	 	1,722,140	 	
	  	 	 	 	
Total contributions	  	 	45,585,870	 	
	  	 	 	 	
Benefits paid to participants	  	 	71,791,617	 	
	  	 	 	 	
Net increase in net assets available for plan benefits	  	 	59,327,540	 	
Net assets available for plan benefits at:	  				
Beginning of the year	  	 	590,389,156	 	
	  	 	 	 	
End of the year	  	$	649,716,696	 	
	  	 	 	 	
See Accompanying Notes to Financial Statements.

3

Genworth Financial, Inc. Retirement and Savings Plan
Notes to  Financial Statements
December 31, 2017 and 2016
 
(1)	Description of the Plan	
The following description of the Genworth Financial, Inc. Retirement and Savings Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
 
 	(a)	General	
The Plan is a defined contribution plan. The Plan qualifies under Section 401(a) of the Internal Revenue Code of 1986, as amended (the Code), and is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). Genworth Financial, Inc. (the Company) is the Plan sponsor.
The trustee and recordkeeper for the Plan are The Bank of New York Mellon and Alight Solutions, respectively.
 
 	(b)	Eligibility	
Eligible full-time employees (those scheduled to perform at least 1,000 hours of service within a plan year) may participate in the Plan upon their date of employment. Eligible part-time employees may join the Plan once scheduled to perform at least 1,000 hours of service within a plan year.
 
 	(c)	Contributions	
Subject to limitations imposed by law, participants may elect to contribute up to 50% of their eligible pay on a pre-tax basis. Eligible pay includes salary, overtime, first year commissions and bonuses. The maximum allowable deferral under the Code was $18,000 per individual for 2017. Beginning January 1, 2017, the Company made matching contributions equal to 100% of the first 4% of eligible pay deferred by an eligible participant and 50% of the next 2% of eligible pay deferred by an eligible participant for such Plan year, provided that the Company’s matching contribution for an eligible participant will not exceed 5% of a participant’s eligible pay. Prior to that date, the Company made matching contributions equal to 100% of the first 6% of eligible pay deferred by an eligible participant.
The Company also makes annual supplemental contributions, based upon each participant’s eligible pay. The annual supplemental contributions are based on a combination of age and service and range from 1% to 6% of eligible pay. Beginning January 1, 2016, newly hired employees received annual supplemental contributions ranging from 1% to 3% of eligible pay. Starting January 1, 2017 for most employees, the annual supplemental contributions became a flat 3% of eligible pay. Certain participants eligible (as of December 31, 2015) for annual supplemental contributions in the range of 4% to 6% of eligible pay will generally continue to receive that contribution rate through December 31, 2020 before converting to a flat 3% of eligible pay effective January 1, 2021. Supplemental contributions are invested as directed by the Company (see note 4).
The Plan has automatic enrollment features with respect to newly hired or re-hired employees. If the employee is eligible to participate, he or she will be automatically enrolled in the Plan with pre-tax contributions being made at the rate of 3% of eligible pay the first year. As part of the automatic enrollment, participant contribution rates are automatically increased by 1% each year until they reach 6% of eligible pay. If a participant is automatically enrolled in the Plan, they may decline participation in the Plan, change the contribution rate from 3% of eligible pay or modify the automatic rate escalation. These contributions are invested in the BlackRock LifePath Index fund associated with a participant’s date of birth, until the participant directs investment of the automatic deferrals into another investment option offered by the Plan.

4

Genworth Financial, Inc. Retirement and Savings Plan
Notes to  Financial Statements
December 31, 2017 and 2016
Rollover contributions as shown in the accompanying statement of changes in net assets available for plan benefits represent account balances rolled over into the Plan by participants from other qualified plans.
 
 	(d)	Participant Accounts	
Each participant’s account is credited with his or her contributions, the Company’s matching and supplemental contributions and the earnings or losses of their individual fund elections. Each participant is entitled to the benefits that can be provided from his or her vested account.
 
 	(e)	Vesting	
Participants hired after December 31, 2010 must attain two years of service to reach full vesting on Company matching contribution accounts. Company supplemental contributions are fully vested after three years of service. Participants hired before January 1, 2011 were immediately vested in their account balances excluding their supplemental contribution accounts. Forfeitures are used to reduce future employer contributions to the Plan. Forfeitures available to reduce future employer contributions as of December 31, 2017 and 2016 were $462,372 and $521,319, respectively, and forfeitures used to reduce employer contributions were $723,319 and $388,840 in 2017 and 2016 respectively.
 
 	(f)	Investment Options	
Participants are permitted to allocate their account balances to one or more of 17 investment options currently available under the Plan. Participants may change future investment options as frequently as daily, and subject to time constraints by certain investment managers, may initiate transfers among investments daily. Direct transfers from the T. Rowe Price Stable Value Common Trust Fund to the BlackRock Money Market Fund are not permitted. Instead, participants who wish to transfer from the T. Rowe Price Stable Value Common Trust Fund to the BlackRock Money Market Fund must first transfer to one of the other Plan investment options and remain in that option for 90 days before transferring into the BlackRock Money Market Fund.
The Genworth Common Stock Fund invests primarily in common stock of the Company. A small portion of the fund is held in cash or other short-term investments to provide liquidity. Within the financial statements and supplemental schedule of assets (held at end of year), the assets of the fund are presented separately as common stock and short-term investments.
On October 21, 2016, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with Asia Pacific Global Capital Co., Ltd. (the “Parent”), a limited liability company incorporated in the People’s Republic of China, and Asia Pacific Global Capital USA Corporation (“Merger Sub”), a Delaware corporation and an indirect, wholly-owned subsidiary of the Parent. Subject to the terms and conditions of the Merger Agreement, including the satisfaction or waiver of certain conditions, Merger Sub would merge with and into the Company with the Company surviving the merger as an indirect, wholly-owned subsidiary of the Parent. The Parent is a subsidiary of China Oceanwide Holdings Group Co., Ltd. (together with its affiliates, “China Oceanwide”). China Oceanwide has agreed to acquire all the Company’s outstanding common stock for a total transaction value of approximately $2.7 billion, or $5.43 per share in cash. At a special meeting held on March 7, 2017, the Company’s stockholders voted on and approved a proposal to adopt the Merger Agreement. The transaction remains subject to other closing conditions, including the receipt of required regulatory approvals in the U.S., China, and other international jurisdictions. Both parties are engaging with the relevant regulators regarding the applications and the pending transaction.

5

Genworth Financial, Inc. Retirement and Savings Plan
Notes to  Financial Statements
December 31, 2017 and 2016
 
 	(g)	Notes Receivable from Participants	
Participants may borrow from their account a minimum of $500 up to a maximum equal to the lesser of $50,000 or 50% of their account balance (excluding their supplemental contribution account). There is a charge for each loan that is reflected as a reduction from the appropriate participant’s account. Loan transactions are treated as transfers between the respective investment funds and the loan fund.
The period of repayment of any loan is determined by mutual agreement between the Plan administrator and the borrower, but such period may not exceed five years from the effective date of the loan. Loans are secured by the balance in the participant’s account and bear interest at an effective annual percentage rate that is 2% above the Prime interest rate in effect as of the second business day of each calendar quarter before the loan was requested. Principal and interest are paid ratably through payroll deductions. Delinquent participant loans are recorded as distributions based on the terms of the Plan document.
 
 	(h)	Withdrawals	
Withdrawals for financial hardship are permitted (excluding supplemental contribution account) provided they are for a severe and immediate financial need and the distribution is necessary to satisfy that need. For the 2017 Plan year, participants were required to fully use the Plan loan program, described above, before requesting a hardship withdrawal. In-service withdrawals are permitted, allowing participants who have reached age 59 1/2 or older to obtain withdrawals of pre-tax and rollover accounts.
 
 	(i)	Payment of Benefits	
Upon termination of service for any reason, a participant (or a designated beneficiary) may elect to receive the vested interest in his or her account in a lump-sum amount or via partial lump-sum distributions. Upon termination, participants with assets in the group variable annuity investment option may elect to annuitize that portion of their account and begin receiving their guaranteed minimum income if they are age 55 or older. Alternatively, upon termination, participants with assets in the group variable annuity investment option may elect to receive the vested interest in his or her group variable annuity account in a lump-sum amount and forfeit the lifetime retirement income guarantee. In the event of annuitizations for participants ages 55 to 64, the guaranteed amount will be less than the amount that would be received at age 65 because payments will be made over a longer period of time.
 
(2)	Summary of Significant Accounting Policies	
 
 	(a)	Basis of Accounting	
The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting.
 
 	(b)	Use of Estimates	
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (U.S. GAAP) requires management of the Plan to make estimates and assumptions that affect the reported amounts of assets, liabilities and changes in net assets available for plan benefits and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
 
 	(c)	Investment Valuation and Income Recognition	
Investments are stated at fair value. The shares of registered investment companies (mutual funds) are valued at quoted market prices, which represent the net asset values (NAV) of shares held by the Plan at year end. Investments in common/collective trust funds are valued at the net asset value as determined using the estimated fair value of the assets and liabilities in the respective funds on the last day of the Plan year. The common stock of the Company is traded on the New York Stock Exchange (NYSE) and is valued at the quoted market price on the last business day of the Plan year. Investment in the separately managed fund is valued based on the fair value of the underlying investments, which is based upon the closing price reported in the active market in which the individual securities are traded.

6

Genworth Financial, Inc. Retirement and Savings Plan
Notes  to Financial Statements
December 31, 2017 and 2016
The ClearCourse SM group variable annuity is valued daily by Genworth Life and Annuity Insurance Company (GLAIC) (see note 6), an indirect, wholly-owned subsidiary of the Plan sponsor, using the quoted market price of the underlying mutual fund (Vanguard Balanced Institutional Index Fund) less the applicable ClearCourse SM asset charge.
The change in the difference between the fair value and the cost of the investments held at the beginning and end of each year, adjusted for realized gains and losses on investments sold during the year, is reflected in the statement of changes in net assets available for plan benefits as net appreciation or depreciation in the fair value of investments.
The cost of investments sold is determined on the basis of average cost. Purchases and sales of investments are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
 
 	(d)	Notes Receivable from Participants	
Notes receivable from participants equal the outstanding principal balance plus accrued interest.
 
 	(e)	Benefits	
Benefit payments to participants are recorded when paid.
 
 	(f)	Expenses	
Substantially all expenses related to the administration of the Plan are paid by the Company, with the exception of the Plan’s loan and qualified domestic relations order fees, which are paid from participants’ accounts. Participants paid $ 32,650 and $ 28,950 in 2017 and 2016 respectively for loan fees and qualified domestic relations order fees.
 
(3)	Investments, at Fair Value	
 
 	(a)	Fair Value Measurements	
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date.
Fair value measurements are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our view of market assumptions in the absence of observable market information. The Plan utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. All assets carried at fair value are classified and disclosed in one of the following three categories:
 
 	•	 	Level 1—Quoted prices for identical instruments in actively traded markets.	
 
 	•	 	Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.	
 
 	•	 	Level 3—Instruments whose significant value drivers are unobservable.	
Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as actively traded equity securities and actively traded mutual fund investments. Financial instruments in this category include short-term investments, mutual funds, Genworth common stock, equity securities and the ClearCourse SM group variable annuity.
Level 2 includes those financial instruments that are valued using industry-standard pricing methodologies, models or other valuation methodologies. These models are primarily industry-standard models that consider various inputs, such as interest rate, credit spread and foreign exchange rates for the underlying financial instruments. All significant inputs are observable, or derived from observable, information in the marketplace or are supported by observable levels at which transactions are executed in the marketplace. Financial instruments in this category include common/collective trust funds.

7

Genworth Financial, Inc. Retirement and Savings Plan
Notes t  o Financial Statements
December 31, 2017 and 2016
Level 3 is comprised of financial instruments whose fair value is estimated based on industry-standard pricing methodologies and internally developed models utilizing significant inputs not based on, nor corroborated by, readily available market information. In limited instances, this category may also utilize non-binding broker quotes. The Plan had no Level 3 assets as of December 31, 2017 or 2016.
The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset, such as the relative impact on the fair value as a result of including a particular input. The Plan reviews the fair value hierarchy classifications each reporting period. Changes in valuation techniques used to measure fair value are monitored at least annually by the Plan to determine if a change results in a measurement that is equally or more representative of fair value. Changes in valuation techniques or their application are accounted for as changes in accounting estimates. Furthermore, changes in the observability of the valuation attributes may result in a reclassification of certain financial assets. Such reclassifications are reported as transfers in and out of each level at the beginning fair value for the reporting period in which the changes occur. There were no transfers between levels during the years ended December 31, 2017 or 2016. See note 2(c) for additional information related to fair value measurements.
 
 	(b)	Valuation Methodologies	
The following is a description of the valuation techniques and inputs used to determine fair value by class of instrument.
Short-term investments: Short-term investments are valued at quoted prices for the identical instrument.
Common stock: Common stock is valued at the closing price reported in the active market in which the individual securities are traded.
Registered investment companies: Mutual funds are valued at NAV and trade on a market exchange. Each fund’s NAV is calculated as of the close of business of the NYSE and National Association of Securities Dealers Automated Quotations.
Common/collective trust funds: The funds are valued at the NAV as determined by using estimated fair value of the underlying assets held in the funds. Standard models are used to estimate the fair value of the underlying assets using observable market inputs.
Separately managed fund: This fund is valued based on the fair value of the underlying investments. The underlying investments consist of interest-bearing cash and marketable securities and were valued based upon the closing price reported in the active market in which the individual securities are traded.
Group variable annuity: The ClearCourse SM group variable annuity is valued daily by GLAIC (see note 6) using the quoted market price of the underlying mutual fund (Vanguard Balanced Institutional Index Fund) less the applicable ClearCourse  SM asset charge.
The preceding methods described may produce fair value calculations that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies and assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

8

Genworth Financial, Inc. Retirement and Savings Plan
Notes  to Financial Statements
December 31, 2017 and 2016
Classification within the fair value hierarchy table is based upon the lowest level of any input that is significant to the fair value measurement. The following tables set forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31:

 	  	2017	 	
 	  	Total	 	  	Level 1	 	  	Level 2	 	  	Level 3	 	
Investments:	  				  				  				  				
Short-term investments	  	$	243,778	 	  	$	243,778	 	  	$	—  	 	  	$	—  	 	
Mutual funds	  				  				  				  				
Money market funds	  	 	10,963,404	 	  	 	10,963,404	 	  	 	—  	 	  	 	—  	 	
Bond funds	  	 	20,873,361	 	  	 	20,873,361	 	  	 	—  	 	  	 	—  	 	
Balanced funds	  	 	28,306,602	 	  	 	28,306,602	 	  	 	—  	 	  	 	—  	 	
Growth funds	  	 	65,935,252	 	  	 	65,935,252	 	  	 	—  	 	  	 	—  	 	
Value funds	  	 	21,732,534	 	  	 	21,732,534	 	  	 	—  	 	  	 	—  	 	
Foreign blend funds	  	 	33,327,383	 	  	 	33,327,383	 	  	 	—  	 	  	 	—  	 	
Common/collective trust funds	  				  				  				  				
Stable value funds	  	 	21,108,618	 	  	 	—  	 	  	 	21,108,618		  	 	—  	 	
Target maturity funds	  	 	332,411,034	 	  	 	—  	 	  	 	332,411,034		  	 	—  	 	
Blend funds	  	 	44,035,148	 	  	 	—  	 	  	 	44,035,148		  	 	—  	 	
Separately managed fund	  				  				  				  				
Interest-bearing cash	  	 	68,038	 	  	 	68,038	 	  	 	—  	 	  	 	—  	 	
Small-cap equity securities	  	 	21,375,898	 	  	 	21,375,898	 	  	 	—  	 	  	 	—  	 	
Group variable annuity	  				  				  				  				
Balanced fund	  	 	21,964,011	 	  	 	21,964,011	 	  	 	—  	 	  	 	—  	 	
Common stock of Genworth Financial, Inc.	  	 	7,785,070	 	  	 	7,785,070	 	  	 	—  	 	  	 	—  	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
	  	$	630,130,131	 	  	$	232,575,331	 	  	$	397,554,800		  	$	—  	 	

 	  	2016	 	
 	  	Total	 	  	Level 1	 	  	Level 2	 	  	Level 3	 	
Investments:	  				  				  				  				
Short-term investments	  	$	1,240,193	 	  	$	1,240,193	 	  	$	—  	 	  	$	—  	 	
Mutual funds	  				  				  				  				
Money market funds	  	 	10,483,250	 	  	 	10,483,250	 	  	 	—  	 	  	 	—  	 	
Bond funds	  	 	22,046,544	 	  	 	22,046,544	 	  	 	—  	 	  	 	—  	 	
Balanced funds	  	 	24,786,604	 	  	 	24,786,604	 	  	 	—  	 	  	 	—  	 	
Growth funds	  	 	47,848,952	 	  	 	47,848,952	 	  	 	—  	 	  	 	—  	 	
Value funds	  	 	20,846,556	 	  	 	20,846,556	 	  	 	—  	 	  	 	—  	 	
Foreign blend funds	  	 	28,309,589	 	  	 	28,309,589	 	  	 	—  	 	  	 	—  	 	
Common/collective trust funds (1)	  				  				  				  				
Stable value funds	  	 	24,832,039	 	  	 	—  	 	  	 	24,832,039		  	 	—  	 	
Target maturity funds	  	 	298,783,069	 	  	 	—  	 	  	 	298,783,069		  	 	—  	 	
Blend funds	  	 	38,280,292	 	  	 	—  	 	  	 	38,280,292		  	 	—  	 	
Separately managed fund	  				  				  				  				
Interest-bearing cash	  	 	1,404,774	 	  	 	1,404,774	 	  	 	—  	 	  	 	—  	 	
Small-cap equity securities	  	 	23,351,872	 	  	 	23,351,872	 	  	 	—  	 	  	 	—  	 	
Group variable annuity (1)	  				  				  				  				
Balanced fund	  	 	21,567,475	 	  	 	21,567,475	 	  	 	—  	 	  	 	—  	 	
Common stock of Genworth Financial, Inc.	  	 	8,848,290	 	  	 	8,848,290	 	  	 	—  	 	  	 	—  	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
	  	$	572,629,499	 	  	$	210,734,099	 	  	$	361,895,400		  	$	—  	 	

(1)  	During 2017, the Plan changed the presentation of certain investments in the fair value hierarchy chart above, related to investments that the Plan has now determined to have a readily determinable fair value. As a result, the Plan reclassified the entire balance of the common/collective trust funds and the ClearCourse SM group variable annuity from the NAV column to the Level 2 and Level 1 columns respectively, as of December 31, 2016.	
 
9

Genworth Financial, Inc. Retirement and Savings Plan
Notes to  Financial Statements
December 31, 2017 and 2016
 
(4)	Nonparticipant-Directed Investment	
Information about the net assets available for plan benefits and changes in net assets available for plan benefits relating to the nonparticipant-directed investment was as follows:

 	  	As of December 31,	 	
 	  	2017	 	  	2016	 	
Net assets available for plan benefits:	  				  				
Common/collective trust funds	  	$	161,869,224	 	  	$	149,793,911	 	
Employer supplemental contributions receivable	  	 	10,658,098	 	  	 	9,838,953	 	
	  	 	 	 	  	 	 	 	
Total	  	$	172,527,322	 	  	$	159,632,864	 	

					
 	  	Year ended
December 31,
2017	 	
Changes in net assets available for plan benefits:	  				
Net appreciation in fair value of common/collective trust funds	  	$	21,954,077	 	
Employer contributions	  	 	10,658,098	 	
Benefits paid to participants	  	 	(19,717,717	) 	
	  	 	 	 	
Net increase	  	$	12,894,458	 	

(5)	Risks and Uncertainties	
The Plan investment options include various investment securities, which in general, are exposed to various risks, such as interest rate, credit and overall market volatility risk. It is reasonable to expect that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances.
The Plan’s exposure to a concentration of credit risk is limited by the diversification of investments across the participant-directed fund elections. Additionally, the investments within each participant-directed fund election are further diversified into varied financial instruments, with the exception of the Genworth Common Stock Fund, which generally invests in a single security. Investment decisions are made, and the resulting risks are borne, exclusively by the Plan participants who make such decisions.
The value, liquidity and related income of the securities in which the Plan invests are sensitive to changes in economic conditions, including real estate value, delinquencies or defaults, or both, and may be adversely affected by shifts in the market’s perception of the issuers and changes in interest rates.
 
(6)	Party-in-Interest Transactions	
One investment option available to participants is the ClearCourse SM group variable annuity provided under the Plan. Each contribution into ClearCourse SM provides a guaranteed amount of retirement income to the participant. GLAIC offers the guaranteed amount of retirement income provided by this ClearCourse SM group variable annuity product. Fees paid by the Plan to GLAIC for the Plan years ended December 31, 2017 and 2016 were approximately $210,000 and $207,000, respectively.
Another investment in the Plan is an investment fund comprised primarily of shares of common stock issued by the Company. The Plan owned 2,503,238 and 2,322,386 shares of common stock of the Company as of December 31, 2017 and 2016,
 
10

Genworth Financial, Inc. Retirement and Savings Plan
Not  es to Financial Statements
December 31, 2017 and 2016
respectively. As of December 31, 2017 and 2016, the shares had a cost basis of $12,494,839 and $11,926,355, respectively, and a fair value of $7,785,070 and $8,848,291, respectively. During the year ended December 31, 2017, 268,165 shares of common stock of the Company were purchased at a total cost of $1,006,174, and 63,489 shares were sold at a total cost of $317,519.
Certain Plan investments are held by The Bank of New York Mellon. The Bank of New York Mellon is the Trustee as defined by the Plan and, therefore, is a party-in-interest. Participant loans are considered exempt party-in-interest transactions.
 
(7)	Plan Termination	
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become 100% vested in the Company’s contributions.
 
(8)	Federal Income Tax Status	
The Internal Revenue Service (IRS) has determined and informed the Company by a letter dated March 1, 2012 that the Plan and related trust are designed in accordance with applicable sections of the Code. This letter expired on January 31, 2017. The Company applied to the IRS for a new letter in January 2017 and is awaiting their updated determination.
U.S. GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2017, there were no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits of the Plan for any tax periods in progress. The Plan administrator believes it is no longer subject to federal or state tax examinations of the Plan for years prior to 2014.
 
11

S  upplemental Schedule I
Genworth Financial, Inc. Retirement and Savings Plan
Schedule H, Line 4i- Schedule of  Assets (Held at End of Year)
December 31, 2017

Identity of issue, borrower, lessor, or similar party	  	Description of investment including maturity date,
number of shares or units, rate of interest, collateral
and par or maturity value	  	Cost	 	  	Current value	 	
Short-term investments:	  		  				  				
**The Bank of New York Mellon	  	Interest-bearing cash	  	$	243,778	 	  	$	243,778	 	
Mutual funds:	  		  				  				
Capital Research and Management Company	  	1,042,217 shares of American Balanced Fund	  	 	23,590,891	 	  	 	28,306,602	 	
BlackRock Fund Advisors	  	10,963,404 shares of BlackRock Money Market Fund	  	 	10,963,404	 	  	 	10,963,404	 	
BlackRock Fund Advisors	  	574,737 shares of BlackRock Russell 2000 Growth Fund	  	 	10,078,915	 	  	 	13,155,673	 	
Dodge & Cox	  	1,516,959 shares of Dodge & Cox Income Fund	  	 	20,487,830	 	  	 	20,873,361	 	
Harbor Capital Advisors	  	493,593 shares of Harbor International Fund	  	 	30,330,147	 	  	 	33,327,383	 	
Invesco Advisors, Inc	  	804,611 shares of Invesco Growth & Income Fund	  	 	19,146,502	 	  	 	21,732,534	 	
T. Rowe Price Associates, Inc.	  	1,429,953 shares of T. Rowe Price Inst. Large Cap Growth Fund	  	 	38,514,542	 	  	 	52,779,579	 	
	  		  	 	 	 	  	 	 	 	
	  	Total mutual funds	  	 	153,112,231	 	  	 	181,138,536	 	
	  		  	 	 	 	  	 	 	 	
Common/collective trust funds:	  		  				  				
BlackRock Institutional Trust Company NA	  	2,041,377 units of BlackRock Equity Index Fund	  	 	29,350,089	 	  	 	44,035,148	 	
BlackRock Institutional Trust Company NA	  	1,219,251 units of BlackRock LifePath Index Retirement Fund	  	 	19,680,937	 	  	 	23,821,230	 	
BlackRock Institutional Trust Company NA	  	2,275,852 units of BlackRock LifePath Index 2020 Fund	  	 	36,721,674	 	  	 	45,540,715	 	
BlackRock Institutional Trust Company NA	  	2,393,030 units of BlackRock LifePath Index 2030 Fund	  	 	39,530,481	 	  	 	51,066,074	 	
BlackRock Institutional Trust Company NA	  	1,478,443 units of BlackRock LifePath Index 2040 Fund	  	 	24,644,343	 	  	 	32,978,735	 	
BlackRock Institutional Trust Company NA	  	1,003,664 units of BlackRock LifePath Index 2050 Fund	  	 	13,338,363	 	  	 	17,135,056	 	
BlackRock Institutional Trust Company NA	  	362,220 units of BlackRock LifePath Index Retirement Fund *	  	 	5,695,759	 	  	 	7,076,911	 	
BlackRock Institutional Trust Company NA	  	2,502,809 units of BlackRock LifePath Index 2020 Fund *	  	 	39,215,082	 	  	 	50,082,210	 	
BlackRock Institutional Trust Company NA	  	3,365,537 units of BlackRock LifePath Index 2030 Fund *	  	 	53,307,587	 	  	 	71,818,869	 	
BlackRock Institutional Trust Company NA	  	1,264,311 units of BlackRock LifePath Index 2040 Fund *	  	 	20,239,543	 	  	 	28,202,226	 	
BlackRock Institutional Trust Company NA	  	274,653 units of BlackRock LifePath Index 2050 Fund *	  	 	3,362,197	 	  	 	4,689,008	 	
T. Rowe Price Associates, Inc.	  	21,108,618 units of T. Rowe Price Stable Value Common Trust Fund	  	 	21,108,618	 	  	 	21,108,618	 	
	  		  	 	 	 	  	 	 	 	
	  	Total common/collective trust funds	  	 	306,194,673	 	  	 	397,554,800	 	
Separately managed fund:	  		  				  				
Cambiar Investors LLC	  	See following Sub-schedule for detailed listing	  	 	20,095,624	 	  	 	21,443,936	 	
Group variable annuity:	  		  				  				
**Genworth Life and Annuity Insurance Company	  	1,256,343 units of ClearCourse SM Group Variable Annuity	  	 	11,630,725	 	  	 	21,964,011	 	
Common stock:	  		  				  				
**Genworth Financial, Inc.	  	2,503,238 shares of Genworth Financial, Inc. common stock	  	 	12,494,839	 	  	 	7,785,070	 	
**Notes receivable from participants	  	1,366 loans to participants with interest rate of 5.25% to 6.25% and maturity dates through December 2022	  	 	—  	 	  	 	7,991,534	 	
	  		  	 	 	 	  	 	 	 	
	  		  	$	503,771,870	 	  	$	638,121,665	 	

*	Non-participant directed.	
**	Party-in-interest as defined by ERISA.	
See Accompanying Report of Independent Registered Public Accounting Firm

12

Genworth Financial, Inc. Retirement and Savings Plan
Schedule H, Line 4i – S  ub-Schedule of Separately Managed Fund:
Cambiar Investors LLC
December 31, 2017

Identity of issue, borrower, lessor, or similar party	  	Description of investment including maturity date,
number of shares or units, rate of interest, collateral
and par or maturity value	  	Cost	 	  	Current
Value	 	
THE BANK OF NEW YORK MELLON	  	Interest-bearing cash	  	$	68,038	 	  	$	68,038	 	
AETNA HEALTH INC	  	3,600 shares of AETNA HEALTH INC	  	 	428,531	 	  	 	478,944	 	
AIRCASTLE LTD	  	21,095 shares of AIRCASTLE LTD	  	 	386,446	 	  	 	493,412	 	
ANDERSONS INC/THE	  	7,500 shares of ANDERSONS INC/THE	  	 	259,642	 	  	 	233,625	 	
AXIS CAPITAL HOLDINGS	  	8,490 shares of AXIS CAPITAL HOLDINGS	  	 	428,443	 	  	 	426,707	 	
TRAVELPORT WORLDWIDE LTD	  	34,520 shares of TRAVELPORT WORLDWIDE LTD	  	 	472,992	 	  	 	451,176	 	
AIR LEASE CORP	  	8,690 shares of AIR LEASE CORP	  	 	266,009	 	  	 	417,902	 	
ARRAY BIOPHARMA INC.	  	22,760 shares of ARRAY BIOPHARMA INC.	  	 	189,543	 	  	 	291,328	 	
BMC STOCK HOLDINGS INC	  	18,080 shares of BMC STOCK HOLDINGS INC	  	 	300,977	 	  	 	457,424	 	
BANNER CORP	  	7,890 shares of BANNER CORP	  	 	390,200	 	  	 	434,897	 	
BRINKER INTERNATIONAL INC	  	11,830 shares of BRINKER INTERNATIONAL INC	  	 	545,350	 	  	 	459,477	 	
BRUKER CORP	  	11,860 shares of BRUKER CORP	  	 	270,778	 	  	 	407,035	 	
CALLON PETROLEUM CO	  	38,110 shares of CALLON PETROLEUM CO	  	 	587,327	 	  	 	463,037	 	
CHEMICAL FINANCIAL CORP	  	9,260 shares of CHEMICAL FINANCIAL CORP	  	 	427,329	 	  	 	495,132	 	
COMMVAULT SYSTEMS INC	  	8,020 shares of COMMVAULT SYSTEMS INC	  	 	429,923	 	  	 	421,050	 	
CONDUENT INC	  	27,370 shares of CONDUENT INC	  	 	437,404	 	  	 	442,299	 	
DIEBOLD NIXDORF INC	  	20,130 shares of DIEBOLD NIXDORF INC	  	 	682,401	 	  	 	329,126	 	
ENERGIZER HOLDINGS INC	  	9,765 shares of ENERGIZER HOLDINGS INC	  	 	370,938	 	  	 	468,525	 	
ENERSYS	  	6,960 shares of ENERSYS	  	 	437,991	 	  	 	484,625	 	
FIRST MIDWEST BANCORP INC/IL	  	19,090 shares of FIRST MIDWEST BANCORP INC/IL	  	 	470,974	 	  	 	458,351	 	
FORWARD AIR CORP	  	7,710 shares of FORWARD AIR CORP	  	 	413,617	 	  	 	442,862	 	
GROUP 1 AUTOMOTIVE INC	  	3,760 shares of GROUP 1 AUTOMOTIVE INC	  	 	261,106	 	  	 	266,847	 	
HMS HOLDINGS CORP	  	28,565 shares of HMS HOLDINGS CORP	  	 	519,079	 	  	 	484,177	 	
HILLTOP HOLDINGS INC	  	16,690 shares of HILLTOP HOLDINGS INC	  	 	351,494	 	  	 	422,758	 	
HOPE BANCORP INC	  	24,870 shares of HOPE BANCORP INC	  	 	395,660	 	  	 	453,878	 	
HUB GROUP INC	  	9,550 shares of HUB GROUP INC	  	 	343,689	 	  	 	457,445	 	
IDACORP INC	  	4,560 shares of IDACORP INC	  	 	410,016	 	  	 	416,602	 	
INTERFACE INC	  	16,980 shares of INTERFACE INC	  	 	283,863	 	  	 	427,047	 	
KITE REALTY GROUP TRUST	  	22,400 shares of KITE REALTY GROUP TRUST	  	 	488,356	 	  	 	439,040	 	
LEGACYTEXAS FINANCIAL GROUP INC	  	11,725 shares of LEGACYTEXAS FINANCIAL GROUP INC	  	 	432,649	 	  	 	494,912	 	
MARCUS & MILLICHAP INC	  	10,575 shares of MARCUS & MILLICHAP INC	  	 	328,024	 	  	 	344,851	 	
MOLINA HEALTHCARE INC	  	6,940 shares of MOLINA HEALTHCARE INC	  	 	371,986	 	  	 	532,159	 	
MURPHY USA INC	  	5,660 shares of MURPHY USA INC	  	 	357,765	 	  	 	454,838	 	
NATUS MEDICAL INC	  	10,880 shares of NATUS MEDICAL INC	  	 	433,416	 	  	 	415,616	 	
ORION ENGINEERED CARBONS SA	  	19,950 shares of ORION ENGINEERED CARBONS SA	  	 	418,931	 	  	 	510,720	 	
PNM RESOURCES INC	  	9,690 shares of PNM RESOURCES INC	  	 	331,524	 	  	 	391,961	 	
 
13

Genworth Financial, Inc. Retirement and Savings Plan
Sch  edule H, Line 4i – Sub-Schedule of Separately Managed Fund:
Cambiar Investors LLC
December 31, 2017

Identity of issue, borrower, lessor, or similar party	  	Description of investment including maturity date,
number of shares or units, rate of interest, collateral
and par or maturity value	  	Cost	 	  	Current
Value	 	
PENSKE AUTOMOTIVE GROUP INC	  	9,160 shares of PENSKE AUTOMOTIVE GROUP INC	  	 	410,782	 	  	 	438,306	 	
RPC INC	  	19,615 shares of RPC INC	  	 	379,199	 	  	 	500,771	 	
RAMBUS INC	  	35,980 shares of RAMBUS INC	  	 	451,520	 	  	 	511,636	 	
RITCHIE BROS AUCTIONEERS INC	  	15,750 shares of RITCHIE BROS AUCTIONEERS INC	  	 	442,999	 	  	 	471,398	 	
SCHWEITZER-MAUDUIT INTERNATIONAL	  	11,255 shares of SCHWEITZER-MAUDUIT INTERNATIONAL	  	 	414,151	 	  	 	510,527	 	
SUPER MICRO COMPUTER INC	  	19,760 shares of SUPER MICRO COMPUTER INC	  	 	516,846	 	  	 	413,478	 	
TCF FINANCIAL CORP	  	21,465 shares of TCF FINANCIAL CORP	  	 	346,732	 	  	 	440,033	 	
TELEPHONE & DATA SYSTEMS INC	  	17,330 shares of TELEPHONE & DATA SYSTEMS INC	  	 	453,879	 	  	 	481,774	 	
UMPQUA HOLDINGS CORP	  	21,470 shares of UMPQUA HOLDINGS CORP	  	 	384,074	 	  	 	446,576	 	
UNITED COMMUNITY BANKS INC/GA	  	16,740 shares of UNITED COMMUNITY BANKS INC/GA	  	 	461,524	 	  	 	471,064	 	
VALIDUS HOLDINGS LTD	  	8,890 shares of VALIDUS HOLDINGS LTD	  	 	419,013	 	  	 	417,119	 	
VALVOLINE INC	  	18,320 shares of VALVOLINE INC	  	 	416,576	 	  	 	459,099	 	
VERIFONE SYSTEMS INC	  	19,385 shares of VERIFONE SYSTEMS INC	  	 	466,575	 	  	 	343,308	 	
VIASAT INC	  	230 shares of VIASAT INC	  	 	16,745	 	  	 	17,216	 	
XPERI CORP	  	15,730 shares of XPERI CORP	  	 	522,598	 	  	 	383,808	 	
	  		  	 	 	 	  	 	 	 	
	  	Total Investments	  	$	20,095,624	 	  	$	21,443,936	 	

14

Exhibit In  dex

Exhibit Number	  	Description of Document	
		
23	  	Consent of Independent Registered Public Accounting Firm	
 
15

SI  GNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

	 	Genworth Financial, Inc. Retirement and Savings Plan	
			
Date: June 25, 2018	 	By:	 	/s/ Matthew D. Farney	
	 		 	Matthew D. Farney	
	 		 	Vice President and Controller (Principal Accounting Officer)
Genworth Financial, Inc.	
 
16

Exhibit 23
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Genworth Financial, Inc.
To the Plan Participants and Plan Administrator
Genworth Financial, Inc. Retirement and Savings Plan:
We consent to the incorporation by reference in the registration statements (Nos. 333-168961 and 333-127474) on Form S-8 of Genworth Financial, Inc. of our report dated June 25, 2018, with respect to the statements of net assets available for plan benefits of Genworth Financial, Inc. Retirement and Savings Plan as of December 31, 2017 and 2016, the related statement of changes in net assets available for plan benefits for the year ended December 31, 2017 and the related notes (collectively, the “financial statements”), and the supplemental schedule of Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2017, which report appears in the December 31, 2017 annual report for Form 11-K of the Genworth Financial, Inc. Retirement and Savings Plan.

/s/ KPMG LLP	
	
Richmond, Virginia	
June 25, 2018