SEC Form 11-K filed by Genworth Financial Inc

 

 

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, 2023

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.

11011 West Broad Street

Glen Allen, VA 23060

 

 

 

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, 2023 and 2022			2
Statement of Changes in Net Assets Available for Plan Benefits for the year ended December 31, 2023			3
Notes to Financial Statements			4-12
Supplemental Schedule I:
Schedule H, Line 4i – Schedule of Assets  (Held at End of Year) – December 31, 2023			13-14
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 benefits of Genworth Financial, Inc. Retirement and Savings Plan (the Plan) as of December 31, 2023 and 2022, the related statement of changes in net assets available for benefits for the year ended December 31, 2023, 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 benefits of the Plan as of December 31, 2023 and 2022, and the changes in net assets available for benefits for the year ended December 31, 2023, 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 Schedule H, line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2023 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.

Cleveland, Ohio

June 20, 2024

 

1

Genworth Financial, Inc. Retirement and Savings Plan

Statements of Net Assets Available for Benefits

December 31, 2023 and 2022

 

		2023				2022
Assets:
Cash		$	190			$	68
Investments, at fair value			835,075,293				726,014,262
Receivables:
Notes receivable from participants			7,395,684				6,904,843
Accrued dividends and interest			167,068				434,817
Participant contribution receivable			—				20,350
Employer contribution receivable			4,741,988				8,131,215
Total receivables			12,304,740				15,491,225
Total assets			847,380,223				741,505,555
Liabilities:
Accrued participant expenses			88,242				84,548
Total liabilities			88,242				84,548
Net assets available for benefits		$	847,291,981			$	741,421,007

See Accompanying Notes to Financial Statements.

 

2

Genworth Financial, Inc. Retirement and Savings Plan

Statement of Changes in Net Assets Available for Benefits

Year ended December 31, 2023

 

Additions to (reductions from) net assets attributed to:
Investment income:
Net appreciation in the fair value of investments		$	123,351,652
Interest and dividends			3,486,305
Total investment gains, net			126,837,957
Interest income from notes receivable from participants			471,126
Contributions:
Participants			25,810,701
Employer			17,592,473
Rollovers			1,894,984
Total contributions			45,298,158
Benefits paid to participants			(66,736,267	)
Net increase in net assets			105,870,974
Net assets available for benefits at:
Beginning of the year			741,421,007
End of the year		$	847,291,981

See Accompanying Notes to Financial Statements.

 

3

Genworth Financial, Inc. Retirement and Savings Plan

Notes to Financial Statements

December 31, 2023 and 2022

 

(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 or Genworth) is the Plan sponsor. The Company’s Board of Directors has appointed the Fiduciary & Investments Committee to be responsible for the general administration of the Plan.

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 they are scheduled to or actually do perform at least 1,000 hours of service within a plan year.

 

(c)

Contributions

Employee-directed 401(k) Savings: Subject to limitations imposed by law, participants may elect to contribute up to 50% of their eligible pay on a pre-tax and/or Roth basis. Eligible pay generally includes salary, overtime, first year commissions and bonuses. The maximum allowable aggregate (combined pre-tax and Roth) participant contribution under the Code was $22,500 and $20,500 per individual for 2023 and 2022, respectively. The Company makes matching contributions equal to 100% of the first 4% of eligible pay contributed by an eligible participant and 50% of the next 2% of eligible pay contributed by an eligible participant for such Plan year.

In addition, participants reaching age 50 or older by the end of the Plan year may elect to make catch-up contributions to the Plan on a pre-tax and/or Roth basis subject to IRS limits.

The Plan has pre-tax 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. Eligible participants may decline participation in the Plan, change the pre-tax contribution rate from 3% of eligible pay or modify the automatic rate escalation for both pre-tax and Roth. These contributions based on automatic enrollment are invested in the BlackRock LifePath Index Fund associated with a participant’s anticipated retirement date, until the participant directs investment of the automatic deferrals into another investment option offered by the Plan.

Rollover contributions as shown in the accompanying statement of changes in net assets available for benefits represent account balances rolled over into the Plan by participants from other qualified plans.

Supplemental Contributions: The Company also makes additional annual supplemental, pre-tax contributions, based upon each participant’s eligible pay. The annual supplemental contribution is 3% of eligible pay. Supplemental contributions are nonparticipant-directed investments that are invested as directed by the Company (see note 4).

 

4

Genworth Financial, Inc. Retirement and Savings Plan

Notes to Financial Statements

December 31, 2023 and 2022

 

(d)

Participant Accounts

Each participant’s account is credited with his or her contributions, the Company’s matching contributions, and the earnings or losses based on their individual fund elections. The participant is also eligible for supplemental contributions that are funded by the Company and invested in an age-appropriate BlackRock LifePath Index Fund that is subject to market driven earnings or losses. 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, and who have no recognized service with the Company before January 1, 2011, must attain two years of service to reach full vesting on Company matching contributions. Company supplemental contributions are fully vested after three years of service. Participants hired before January 1, 2011, or re-hired after December 31, 2010, with any recognized service 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, 2023 and 2022 were $7,946 and $2,059, respectively, and forfeitures used to reduce employer contributions were $360,000 and $374,500 in 2023 and 2022, respectively.

 

(f)

Investment Options

Participants are permitted to allocate their account balances, excluding supplemental contributions, to one or more investment options currently available under the Plan. The Fiduciary & Investments Committee determines the Plan’s investment offerings and generally monitors investment performance. Participants may change investment options for future contributions 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 Short-Term Investment Fund are not permitted. Instead, participants who wish to transfer from the T. Rowe Price Stable Value Common Trust Fund to the BlackRock Short-Term Investment 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 Short-Term Investment 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 Notes to Financial Statements and Supplemental Schedule I – Schedule H, Line 4i – Schedule of Assets (Held at End of Year), the assets of the fund are presented separately as common stock of Genworth Financial, Inc. and short-term investments.

Prior to January 2021, employees had the option of directing contributions or rebalancing assets to the Genworth Common Stock Fund. The Plan had contracted with Newport Trust Company (Newport) to act as an independent fiduciary and investment manager with respect to Genworth stock in the Plan. On January 8, 2021, Newport, acting in its capacity as independent fiduciary, froze the Genworth Common Stock Fund indefinitely. However, participants may transfer assets out of the Genworth Common Stock Fund to other investments permitted by the Plan, but no participants, including those who are currently or were previously invested in the Genworth Common Stock Fund, can make any additional investments or transfer amounts into the fund. Participants may also take a distribution if over age 59 ¹⁄₂ or when terminating employment.

 

5

Genworth Financial, Inc. Retirement and Savings Plan

Notes to Financial Statements

December 31, 2023 and 2022

 

(g)

Notes Receivable from Participants

Participants may borrow from their Plan account a minimum of $500 up to a maximum equal to the lesser of $50,000 or 50% of their vested 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. Participant loans in default are recorded as deemed distributions based on the terms of the Plan document.

 

(h)

Benefits Paid to Participants

(i) Withdrawals

Withdrawals for financial hardship are permitted (excluding supplemental contribution accounts) provided they are for a severe and immediate financial need and the distribution is necessary to satisfy that need. Beginning January 1, 2019, participants were no longer 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 their contribution and rollover accounts.

(ii) 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 are projected to be made over a longer period of time.

 

6

Genworth Financial, Inc. Retirement and Savings Plan

Notes to Financial Statements

December 31, 2023 and 2022

 

(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 and liabilities, and changes in net assets available for benefits and disclosure of related assets and liabilities. 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 value (NAV) of shares held on the last day of the Plan year. Investments in common/collective trust funds are valued at the NAV 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.

The ClearCourse^® 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^® 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 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. No allowance for credit losses has been recorded as of December 31, 2023 and 2022.

 

(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, including Trustee fees, record-keeping administrator fees and accountant and counsel expenses. Investment management fees and expenses attributable to an investment fund are offset against that fund’s earnings in the affected Participant’s account. The Plan’s loan and qualified domestic relations order (QDRO) fees are paid from participants’ accounts. Participants paid $19,000 and $20,300 in 2023 and 2022, respectively, for loan fees and QDRO fees. A QDRO is a judgment or order that relates to the provision of child support, alimony payments, or marital property rights for the benefit of a spouse, former spouse, child, or other dependent of a participant. To be recognized as a QDRO, an order must be a domestic relations order.

 

7

Genworth Financial, Inc. Retirement and Savings Plan

Notes to Financial Statements

December 31, 2023 and 2022

 

(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 active 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 for which inputs are observable or where those significant value drivers are observable.

 

•

Level 3—Instruments for which 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, common stock of Genworth Financial, Inc., and the ClearCourse^® group variable annuity.

Level 2 is comprised of investments in common/collective trust funds that are valued at NAV 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 Plan had no Level 3 assets as of December 31, 2023 or 2022.

As of each reporting period, all investments at fair value are classified in their entirety based upon the lowest level of input that is significant to the fair value measurement. 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. 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 classified as Level 1 and are valued at quoted prices for the identical instrument.

Mutual funds: Mutual funds are valued at NAV and traded on a market exchange, resulting in the funds being classified as Level 1. 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 classified as Level 2 and are valued at NAV as determined by using estimated fair value of the underlying assets and liabilities held in the funds. Standard models are used to estimate the fair value of the underlying assets using observable market inputs.

 

8

Genworth Financial, Inc. Retirement and Savings Plan

Notes to Financial Statements

December 31, 2023 and 2022

 

Group variable annuity: The ClearCourse^® group variable annuity is classified as Level 1 and valued daily by GLAIC using the quoted market price of the underlying mutual fund (Vanguard Balanced Institutional Index Fund) less the applicable ClearCourse^® asset charge. See note 6 for additional information.

Common stock of Genworth Financial, Inc.: Common stock is classified as Level 1 and valued at the closing stock price reported in the active market in which the individual securities are traded.

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 sponsor 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 as of the end of the reporting period.

The following tables set forth by level, within the fair value hierarchy, the Plan’s investments at fair value as of December 31:

 

		2023
		Total				Level 1				Level 2				Level 3
Investments:
Short-term investments		$	4,544,491			$	4,544,491			$	—			$	—
Mutual funds
Bond funds			21,114,134				21,114,134				—				—
Balanced funds			33,958,855				33,958,855				—				—
Growth funds			82,462,577				82,462,577				—				—
Common/collective trust funds
Money market funds			16,311,558				—				16,311,558				—
Stable value funds			26,009,559				—				26,009,559				—
Bond funds			724,399				—				724,399				—
Blend funds			158,567,614				—				158,567,614				—
Foreign blend funds			36,122,255				—				36,122,255				—
Target maturity funds			425,963,125				—				425,963,125				—
Group variable annuity			20,095,320				20,095,320				—				—
Common stock of Genworth Financial, Inc.			9,201,406				9,201,406				—				—
		$	835,075,293			$	171,376,783			$	663,698,510			$	—
		2022
		Total				Level 1				Level 2				Level 3
Investments:
Short-term investments		$	4,328,212			$	4,328,212			$	—			$	—
Mutual funds
Bond funds			20,793,154				20,793,154				—				—
Balanced funds			28,869,813				28,869,813				—				—
Growth funds			58,784,770				58,784,770				—				—
Common/collective trust funds
Money market funds			14,035,365				—				14,035,365				—
Stable value funds			32,354,853				—				32,354,853				—
Value funds			47,067,275				—				47,067,275				—
Growth funds			15,362,506				—				15,362,506				—
Blend funds			68,788,622				—				68,788,622				—
Foreign blend funds			27,908,429				—				27,908,429				—
Target maturity funds			380,120,003				—				380,120,003				—
Group variable annuity			19,128,151				19,128,151				—				—
Common stock of Genworth Financial, Inc.			8,473,109				8,473,109				—				—
		$	726,014,262			$	140,377,209			$	585,637,053			$	—

 

9

Genworth Financial, Inc. Retirement and Savings Plan

Notes to Financial Statements

December 31, 2023 and 2022

 

(4)	Nonparticipant-Directed Assets

Information about the net assets available for benefits and changes in net assets available for benefits relating to nonparticipant-directed assets was as follows:

 

		As of December 31,
		2023				2022
Net assets available for benefits:
Common/collective trust funds		$	190,831,256			$	169,893,603
Employer supplemental contributions receivable			4,630,856				8,023,468
Total		$	195,462,112			$	177,917,071

 

		Year ended December 31, 2023
Changes in net assets available for benefits:
Net appreciation in fair value of common/collective trust funds		$	23,783,967
Employer contributions			8,951,671
Benefits paid to participants			(15,190,597	)
Net increase		$	17,545,041

 

(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 the account balances of the Plan participants.

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 primarily 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 but not limited to, persistent elevated inflation and interest rates, supply chain disruptions, geopolitical tensions and war, energy prices, real estate values, delinquencies and/or defaults. Moreover, monetary policy set by the U.S. Federal Reserve to combat inflation by slowing economic growth could heighten the risk of a future recession. Any of these economic conditions and/or a future recession could result in a significant decline in asset valuations, which may adversely impact the Plan’s net assets and changes in net assets available for benefits.

 

10

Genworth Financial, Inc. Retirement and Savings Plan

Notes to Financial Statements

December 31, 2023 and 2022

 

(6)	Related-Party and Party-in-Interest Transactions

One investment option available to participants is the ClearCourse^® group variable annuity provided under the Plan. Each contribution into ClearCourse^® provides a guaranteed amount of retirement income to the participant. GLAIC offers the guaranteed amount of retirement income provided by this ClearCourse^® group variable annuity product. Fees paid by the participants to GLAIC for the Plan years ended December 31, 2023 and 2022 were approximately $182,500 and $195,000, respectively. ClearCourse^® is only available to participants that have maintained a balance in this fund since December 31, 2013.

Prior to January 2021, another investment in the Plan was an investment fund comprised primarily of shares of common stock issued by the Company. The Plan owned 1,377,456 and 1,601,722 shares of common stock of the Company as of December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, the shares had a cost basis of $6,158,365 and $7,161,019, respectively, and a fair value of $9,201,406 and $8,473,109, respectively. During the year ended December 31, 2023, 224,266 shares were sold at a total cost of $1,002,654.

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 July 13, 2018, that the Plan and related trust are designed in accordance with applicable sections of the Code. The Plan has been amended since receiving the determination letter; however, the Plan administrator believes that the Plan is currently designed and operated in compliance with the applicable requirements of the Code.

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, 2023 and 2022, 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 2020.

 

(9)	Transfer of Funds from First Colony Life Insurance Company Pension Plan

The First Colony Life Insurance Company Pension Plan (FCL Plan) was a defined benefit pension plan which covered substantially all employees of First Colony Life Insurance Company. The FCL Plan was sponsored by Genworth North America Corporation, an indirect, wholly owned subsidiary of Genworth. The FCL Plan was terminated in 2022 and the associated projected benefit obligation was settled by distributing Plan assets to Plan participants in the form of lump sum payments in exchange for their rights to receive specified pension benefits and/or by purchasing nonparticipating annuity contracts from a third-party insurer to cover vested benefits, as elected by eligible plan participants. Residual assets of $4,101,781 were transferred to the Genworth Retirement and Savings Plan on December 28, 2022 as a “qualified replacement plan” and such assets will be used in accordance with legal requirements to provide additional benefits to participants under the qualified replacement plan. No reversion tax was incurred as a result of the FCL Plan termination. Residual assets plus interest were used in February 2024 to support funding of the annual Retirement Account Feature contribution.

 

11

(10)	Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

 

		As of December 31, 2023				As of December 31, 2022
Net assets available for plan benefits:		$	847,291,981			$	741,421,007
Deemed loan activity			(44,916	)			(50,886	)
Net assets available for plan benefits per Form 5500		$	847,247,065			$	741,370,121
		Year Ended December 31, 2023				Year Ended December 31, 2022
Net increase (decrease) in net assets available for plan benefits:		$	105,870,974			$	(173,716,412	)
Changes in deemed loan activity			5,970				42,458
Net gain (loss) per Form 5500		$	105,876,944			$	(173,673,954	)

 

12

Supplemental Schedule I

Genworth Financial, Inc. Retirement and Savings Plan

Schedule H, Line 4i - Schedule of Assets (Held at End of Year)

December 31, 2023

 

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		$	4,544,491			$	4,544,491
Mutual funds:
Capital Research and Management Company		1,061,214 shares of American Balanced Fund			28,967,602				33,958,855
Dodge & Cox		1,671,745 shares of Dodge & Cox Income Fund			27,124,917				21,114,134
T. Rowe Price Associates, Inc.		4,669,455 shares of T. Rowe Price Inst. Large Cap Growth Fund			45,293,505				82,462,577
		Total mutual funds			101,386,024				137,535,566
Common/collective trust funds:
BlackRock Institutional Trust Company NA		2,703,974 units of BlackRock Equity Index			80,502,515				115,712,246
BlackRock Institutional Trust Company NA		2,519,101 units of BlackRock LifePath Index Retirement Fund			52,599,739				62,678,517
BlackRock Institutional Trust Company NA		61,764 units of BlackRock LifePath Index 2025 Fund			1,471,779				1,579,743
BlackRock Institutional Trust Company NA		2,234,442 units of BlackRock LifePath Index 2030 Fund			46,219,188				65,846,766
BlackRock Institutional Trust Company NA		63,177 units of BlackRock LifePath Index 2035 Fund			1,724,802				1,854,340
BlackRock Institutional Trust Company NA		1,661,422 units of BlackRock LifePath Index 2040 Fund			37,449,206				55,721,761
BlackRock Institutional Trust Company NA		116,042 units of BlackRock LifePath Index 2045 Fund			3,513,795				3,749,242
BlackRock Institutional Trust Company NA		1,459,407 units of BlackRock LifePath Index 2050 Fund			27,236,453				39,459,737
BlackRock Institutional Trust Company NA		42,447 units of BlackRock LifePath Index 2055 Fund			1,338,358				1,496,262
BlackRock Institutional Trust Company NA		315,196 units of BlackRock LifePath Index 2060 Fund			5,423,032				6,470,403
BlackRock Institutional Trust Company NA		40,522 units of BlackRock LifePath Index 2065 Fund			548,339				595,911
BlackRock Institutional Trust Company NA		1,515,051 units of BlackRock LifePath Index Retirement Fund*			32,045,843				37,696,433
BlackRock Institutional Trust Company NA		1,786,706 units of BlackRock LifePath Index 2025 Fund*			47,733,795				45,698,396
BlackRock Institutional Trust Company NA		1,396,716 units of BlackRock LifePath Index 2030 Fund*			25,168,344				41,159,820
BlackRock Institutional Trust Company NA		946,501 units of BlackRock LifePath Index 2035 Fund*			28,370,390				27,781,125
BlackRock Institutional Trust Company NA		493,365 units of BlackRock LifePath Index 2040 Fund*			9,899,397				16,546,762
BlackRock Institutional Trust Company NA		263,256 units of BlackRock LifePath Index 2045 Fund*			8,425,975				8,505,604
BlackRock Institutional Trust Company NA		201,579 units of BlackRock LifePath Index 2050 Fund*			3,808,924				5,450,323
BlackRock Institutional Trust Company NA		74,826 units of BlackRock LifePath Index 2055 Fund*			2,541,559				2,637,648
BlackRock Institutional Trust Company NA		48,844 units of BlackRock LifePath Index 2060 Fund*			881,807				1,002,680
BlackRock Institutional Trust Company NA		2,152 units of BlackRock LifePath Index 2065 Fund*			28,836				31,652
BlackRock Fund Advisors		16,311,558 shares of BlackRock Short-Term Investment Fund			16,311,558				16,311,558
State Street Global Advisors		68,230 shares of State Street US Bond Index Fund			709,478				724,399
State Street Global Advisors		2,726,862 shares of State Street Russell Small/Mid Cap Index Fund			39,848,627				42,855,368
BlackRock Fund Advisors		61,221 shares of BlackRock EAFE Equity Index Fund			3,339,193				3,420,297

 

13

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
Harding Loevner		2,026,144 shares of Harding Loevner International Fund			26,739,098				32,701,958
T. Rowe Price Associates, Inc.		26,009,559 units of T. Rowe Price Stable Value Common Trust Fund			26,009,559				26,009,559
		Total common/collective trust funds			529,889,589				663,698,510
Group variable annuity:
**Genworth Life and Annuity Insurance Company		791,363 units of ClearCourse® Group Variable Annuity			8,665,128				20,095,320
Common stock:
**Genworth Financial, Inc.		1,377,456 shares of Genworth Financial, Inc. common stock			6,158,365				9,201,406
**Notes receivable from participants		1,148 loans to participants with interest rate of 5.25% to 10.5% and maturity dates through December 2028			7,350,768				7,350,768	***
				$	657,994,365			$	842,426,061

*	Non-participant directed.

**	Party-in-interest as defined by ERISA.

***	Excludes deemed distributions of $44,916

See Accompanying Report of Independent Registered Public Accounting Firm

 

14

Exhibit Index

 

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

 

15

SIGNATURE

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 20, 2024		By: /s/ Darren W. Woodell
		Darren W. Woodell
		Vice President and Controller
		(Principal Accounting Officer)
		Genworth Financial, Inc.

 

 

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