UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
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
Report of Independent Registered Public Accounting Firm
The Plan Administrator and Participants
Genworth Financial, Inc. Retirement and Savings Plan:
We have audited the accompanying statements of net assets available for plan benefits of the Genworth Financial, Inc. Retirement and Savings Plan (the Plan) as of December 31, 2010 and 2009, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 2010. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 2010 and 2009, and the changes in net assets available for plan benefits for the year ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule H, line 4i schedule of assets (held at end of year) as of December 31, 2010 and schedule H, line 4j schedule of reportable transactions for the year ended December 31, 2010 are presented for the purpose of additional analysis and are not required parts of the basic financial statements but are supplementary information required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plans management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ KPMG LLP
Richmond, Virginia
June 20, 2011
GENWORTH FINANCIAL, INC. RETIREMENT
AND SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 2010 and 2009
2010 | 2009 | |||||||
Assets: |
||||||||
Investments at fair value: |
||||||||
Short-term investments |
$ | 617,628 | $ | 437,443 | ||||
Mutual funds |
117,860,500 | 91,420,848 | ||||||
Common/collective trust funds |
209,456,841 | 157,819,803 | ||||||
Group variable annuity |
12,125,050 | 9,241,410 | ||||||
Common stock |
21,349,149 | 20,251,351 | ||||||
Total investments |
361,409,168 | 279,170,855 | ||||||
Receivables: |
||||||||
Participant loans |
8,523,222 | 6,240,051 | ||||||
Accrued dividends and interest |
52,601 | 16,396 | ||||||
Employer contributions receivable |
22,950,394 | 21,740,233 | ||||||
Security receivables |
| 225,980 | ||||||
Total receivables |
31,526,217 | 28,222,660 | ||||||
Assets available for plan benefits at fair value |
392,935,385 | 307,393,515 | ||||||
Liabilities: |
||||||||
Accrued participant expenses |
77,479 | 57,739 | ||||||
Net assets available for plan benefits at fair value |
392,857,906 | 307,335,776 | ||||||
Adjustment from fair value to contract value for fully benefit-responsive investment contracts |
(574,262 | ) | (369,910 | ) | ||||
Net assets available for plan benefits |
$ | 392,283,644 | $ | 306,965,866 | ||||
See Accompanying Notes to Financial Statements.
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GENWORTH FINANCIAL, INC. RETIREMENT
AND SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Year ended December 31, 2010
Additions to assets attributed to: |
||||
Investment income: |
||||
Net appreciation in the fair value of investments |
$ | 36,043,287 | ||
Interest and dividends |
2,352,249 | |||
Interest from participant loans |
424,199 | |||
Total investment income |
38,819,735 | |||
Contributions: |
||||
Participants |
30,246,892 | |||
Employer |
36,374,850 | |||
Rollovers |
1,948,240 | |||
Total contributions |
68,569,982 | |||
Deductions from net assets attributed to: |
||||
Benefits paid to participants |
22,071,939 | |||
Net increase in net assets available for plan benefits |
85,317,778 | |||
Net assets available for plan benefits at: |
||||
Beginning of the year |
306,965,866 | |||
End of the year |
$ | 392,283,644 | ||
See Accompanying Notes to Financial Statements.
3
GENWORTH FINANCIAL, INC. RETIREMENT
AND SAVINGS PLAN
December 31, 2010 and 2009
(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 Plans 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 Aon Hewitt, respectively.
(b) | Eligibility |
Eligible full-time employees may participate in the Plan upon their date of employment. Eligible part-time employees may join the Plan once scheduled to work 1,000 hours of service in a single calendar year.
(c) | Contributions |
Subject to limitations imposed by law, participants may elect to contribute up to 50% of their eligible compensation on a pre-tax basis. Eligible compensation includes salary, overtime, certain commissions and bonuses. The maximum allowable deferral under the Code was $16,500 per individual for 2010. The Company makes matching contributions equal to 100% of the first 3% deferred by an eligible participant and 50% of the next 2% deferred by an eligible participant for such Plan year, provided that the Companys matching contribution for an eligible participant does not exceed 4% of a participants compensation.
The Company also makes annual pension contributions, based upon each eligible participants eligible pay, to a defined contribution pension account. The pension contribution rates are within the range of 3% to 9.25%, depending on the participants age at the Plan year end. For a period of 10 years from September 27, 2005, certain long-service employees receive additional contributions in the range of 6% to 18% depending upon age and service as of September 27, 2005. Pension contributions are invested as directed by the Company (see note 4).
Effective January 1, 2011, the Company will begin making matching contributions equal to 100% of the first 6% deferred by an eligible participant. On the same effective date, annual pension contributions will be based on a combination of age and service rather than age alone and will range from 1% to 6%. For participants
4
GENWORTH FINANCIAL, INC. RETIREMENT
AND SAVINGS PLAN
Notes to Financial Statements
December 31, 2010 and 2009
hired after December 31, 2009, the annual pension contribution change was effective January 1, 2010.
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 from other qualified plans.
(d) | Participant Accounts |
Each participants account is credited with his or her contributions, the Companys matching and pension contributions and the proportionate share of the Plans earnings or losses. Each participant is entitled only to the benefits that can be provided from his or her vested account.
(e) | Vesting |
Participants were immediately vested in their account balances excluding their defined contribution pension accounts. Participants hired after December 31, 2010, must attain two years of service to reach full vesting on Company matching contribution accounts. Pension contributions are fully vested after three years of service. Forfeitures are used to reduce future employer contributions to the Plan. Forfeitures available to reduce future employer contributions as of December 31, 2010 and 2009 were $70,055 and $76,540, respectively, and forfeitures used to reduce employer contributions were $713,628 and $1,184,555 in 2010 and 2009, 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 Fund to the BlackRock Money Market Fund are not permitted. Instead, participants who wish to transfer from the T. Rowe Price Stable Value 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.
5
GENWORTH FINANCIAL, INC. RETIREMENT
AND SAVINGS PLAN
Notes to Financial Statements
December 31, 2010 and 2009
(g) | Participant Loans |
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 defined contribution pension balance). There is a charge for each loan that is reflected as a reduction from the appropriate participants 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 participants 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.
(h) | Withdrawals |
Withdrawals for financial hardship are permitted (excluding defined contribution pension balances) provided they are for a severe and immediate financial need and the distribution is necessary to satisfy that need. Participants are required to fully use the Plan loan program, described above, before requesting a hardship withdrawal.
(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. Upon termination, participants with assets in the group variable annuity investment option may elect to annuitize 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 with ages of 55 to 64, the guaranteed amount will be less than waiting to receive the full amount 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.
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GENWORTH FINANCIAL, INC. RETIREMENT
AND SAVINGS PLAN
Notes to Financial Statements
December 31, 2010 and 2009
(b) | Use of Estimates |
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management of the Plan to make estimates and assumptions that affect the reported amounts of assets, liabilities and changes therein and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
(c) | New Accounting Guidance |
On January 1, 2010, the Plan adopted new accounting guidance requiring additional disclosures for significant transfers between Level 1 and 2 fair value measurements and clarifications to existing fair value disclosures related to the level of disaggregation, inputs and valuation techniques. The adoption of this new accounting guidance did not have a material impact on the Plans financial statements. |
On October 1, 2009, the Plan adopted new accounting guidance related to fair value measurements and disclosures that provided guidance on the fair value measurement in certain entities that calculate net asset value per share. The adoption of this update had no impact on the Plans net assets available for benefits.
On July 1, 2009, the Plan adopted new accounting guidance related to the codification of accounting standards and the hierarchy of U.S. GAAP established by the Financial Accounting Standards Board (the FASB). This accounting guidance established two levels of U.S. GAAP, authoritative and nonauthoritative. The FASB Accounting Standards Codification (the Codification) is the source of authoritative, nongovernmental U.S. GAAP, except for rules and interpretive releases of the United States Securities and Exchange Commission (SEC), which are also sources of authoritative U.S. GAAP for SEC registrants. All other accounting literature is nonauthoritative. The adoption of this new accounting guidance did not have a material impact on the Plans financial statements.
On June 30, 2009, the Plan adopted FASB authoritative guidance that established requirements for the accounting and disclosure of events that occur after the balance sheet date, but before the financial statements are issued or available to be issued. The adoption of this guidance had no impact on the Plans net assets available for benefits.
(d) | 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 of shares held by the Plan at year end. Investments in common/collective trust
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GENWORTH FINANCIAL, INC. RETIREMENT
AND SAVINGS PLAN
Notes to Financial Statements
December 31, 2010 and 2009
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. Genworth Financial, Inc. common stock is traded on the New York Stock Exchange and is valued at the current market price on the last business day of the Plan year. The ClearCourseSM group variable annuity is valued daily by Genworth Life and Annuity Insurance Company (see note 6) using the quoted market price of the underlying mutual fund (Total Return Fund of GE Investments, Inc.) less the applicable ClearCourseSM 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 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.
(e) | Fully Benefit-Responsive Investment Contracts |
During the years ended December 31, 2010 and 2009, the Plan invested in the T. Rowe Price Stable Value Common Trust Fund (the SVF), which is a common/collective trust fund managed by T. Rowe Price Trust Company. The SVF invests in a variety of investment contracts such as guaranteed investment contracts (GICs) issued by insurance companies and other financial institutions and other investment products (separate account contracts and structured or synthetic investment contracts) and other similar investments that are intended to maintain a constant net asset value while permitting participant-initiated, benefit-responsive withdrawals for certain events. All investment contracts held by the SVF as of December 31, 2010 and 2009 are fully benefit-responsive and thus are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. Contract value (also known as book value) is original cost plus accrued income and deposits minus withdrawals. Withdrawals from the SVF may be made by participants at contract value for qualified benefit payments, including loans, hardship withdrawals and participant-directed transfers. Withdrawal of all assets from the SVF without a 12 month notice to the issuer limits the ability of the Plan to transact at fair value. There are no reserves against contract value for credit risk of the contract issuer or otherwise.
8
GENWORTH FINANCIAL, INC. RETIREMENT
AND SAVINGS PLAN
Notes to Financial Statements
December 31, 2010 and 2009
The statement of net assets available for plan benefits presents the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The statement of changes in net assets available for plan benefits is prepared on a contract value basis.
The annualized earnings credited to participants (the crediting rate) in the SVF as of December 31, 2010 and 2009 was 4.02% and 4.62% respectively. The average yield earned by the SVF was approximately 4.10% and 4.26% for the year ended December 31, 2010 and 2009, respectively. The crediting rate is variable, changing quarterly based upon the performance of the underlying portfolios.
The existence of certain conditions can limit the SVFs ability to transact at contract value with the issuers of its investment contracts. Specifically, any event outside the normal operation of the SVF that causes a withdrawal from an investment contract may result in a negative market value adjustment with respect to such withdrawal. Examples of such events include, but are not limited to, partial or complete legal termination of the SVF or a unitholder, tax disqualification of the SVF or a unitholder, and certain SVF amendments if issuers consent is not obtained. As of December 31, 2010, the occurrence of an event outside the normal operation of the SVF which would cause a withdrawal from an investment contract is not considered to be probable as reported in the investment managers annual report. To the extent a unitholder suffers a tax disqualification or legal termination event, under normal circumstances, it is anticipated that liquid assets would be available to satisfy the redemption of such unitholders interest in the SVF without the need to access investment contracts.
In addition to the limitations noted above, issuers of investment contracts have certain rights to terminate a contract and settle at an amount that differs from contract value. For example, certain breaches by the SVF of its obligations, representations, or warranties under the terms of an investment contract can result in its termination at market value, which may differ from contract value. Investment contracts also may provide for termination with no payment obligation from the issuer if the performance of the contract constitutes a prohibited transaction under ERISA or other applicable law. Structured or synthetic investment contracts and separate account contracts also may provide issuers with the right to reduce contract value in the event an underlying investment suffers a credit event or the right to terminate the contract in the event certain investment guidelines are materially breached and not cured.
(f) | Participant Loans |
Participant loans equal the outstanding principal balance plus accrued interest.
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GENWORTH FINANCIAL, INC. RETIREMENT
AND SAVINGS PLAN
Notes to Financial Statements
December 31, 2010 and 2009
(g) | Benefits |
Benefit payments to participants are recorded when paid.
(h) | Expenses |
Substantially all expenses related to the administration of the Plan are paid by the Company, with the exception of the Plans loan and qualified domestic relations order fees, which are paid from participants accounts.
(3) | Investments, at Fair Value |
(a) | Other Investment Related Disclosures |
Effective June 25, 2010, the American Balanced Fund and Growth Fund of America investment options were replaced with newer versions of the same funds that had lower fees.
The following table presents investments that represent 5% or more of the Plans net assets as of December 31:
Description |
2010 | 2009 | ||||||
BlackRock Pension Strategy Fund, 8,309,904 and 6,837,001 units * |
$ | 98,887,858 | $ | 73,292,650 | ||||
Harbor International Fund, 433,812 and 385,853 shares |
26,267,305 | 21,171,757 | ||||||
BlackRock LifePath 2020 Fund, 2,173,878 and 1,913,945 units |
25,151,764 | 19,790,191 | ||||||
BlackRock LifePath Income Fund, 1,703,004 and 1,538,168 units |
21,645,185 | 17,719,694 | ||||||
BlackRock LifePath 2030 Fund, 1,954,181 and 1,673,844 units |
21,554,617 | 16,353,452 | ||||||
Genworth Financial, Inc. common stock, 1,624,745 and 1,784,260 shares |
21,349,149 | 20,251,351 | ||||||
Lord Abbett Small Cap Value Fund, 633,682 and 0 shares |
21,063,591 | | ||||||
Growth Fund of America, 689,447 and 635,671 shares |
20,986,763 | 17,341,106 |
* | Nonparticipant-directed. |
(b) | Fair Value Measurements |
Fair value is defined as the price that would be received to sell an asset 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
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GENWORTH FINANCIAL, INC. RETIREMENT
AND SAVINGS PLAN
Notes to Financial Statements
December 31, 2010 and 2009
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 1Quoted prices for identical instruments in active markets. |
| Level 2Quoted 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 3Instruments whose significant value drivers are unobservable. |
Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded equity securities and actively traded mutual fund investments.
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 primarily include: certain public and private corporate fixed maturity and equity securities; government or agency securities; certain mortgage-backed and asset-backed securities; securities held as collateral; and certain non-exchange-traded derivatives.
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. This category primarily consists of certain less liquid fixed maturity, equity and trading securities and certain derivative instruments where we cannot corroborate the significant valuation inputs with market observable data.
As of each reporting period, all assets recorded at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our 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. We review the fair value hierarchy classifications each reporting period.
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GENWORTH FINANCIAL, INC. RETIREMENT
AND SAVINGS PLAN
Notes to Financial Statements
December 31, 2010 and 2009
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 Level 3 at the beginning fair value for the reporting period in which the changes occur. See note 2(d) for additional information related to fair value measurements.
(c) | Valuation Methodologies |
Following is a description of the valuation methodologies used for instruments measured at fair value.
Common stocks: Common stocks are valued at the closing price reported in the active market in which the individual securities are traded.
Registered investment companies: Mutual funds which are valued at the net asset value (NAV) on a market exchange. Each funds NAV is calculated as of the close of business of the New York Stock Exchange (NYSE) and National Association of Securities Dealers Automated Quotations (NASDAQ).
Common/collective trust funds: There are no readily available market quotations for a fund. The funds are valued at the net asset value as determined by using estimated fair value of the underlying assets held in the fund. Net asset value is used as a practical expedient for fair value. Contract value (also known as book value) is original cost plus accrued income and deposits minus withdrawals.
Group variable annuity: The ClearCourseSM group variable annuity is valued daily by Genworth Life and Annuity Insurance Company (see note 6) using the quoted market price of the underlying mutual fund (Total Return Fund of GE Investments, Inc.) less the applicable ClearCourseSM asset charge.
The preceding methods described may produce a fair value calculation 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.
The following tables set forth the Plans assets that are measured at fair value on a recurring basis as of December 31:
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GENWORTH FINANCIAL, INC. RETIREMENT
AND SAVINGS PLAN
Notes to Financial Statements
December 31, 2010 and 2009
2010 | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Short-term investments |
$ | 617,628 | $ | 617,628 | $ | | $ | | ||||||||
Mutual funds |
||||||||||||||||
Money market funds |
6,879,505 | 6,879,505 | | | ||||||||||||
Bond funds |
17,124,177 | 17,124,177 | | | ||||||||||||
Balanced funds |
8,947,553 | 8,947,553 | | | ||||||||||||
Growth funds |
26,989,728 | 26,989,728 | | | ||||||||||||
Value funds |
31,652,232 | 31,652,232 | | | ||||||||||||
Foreign blend funds |
26,267,305 | 26,267,305 | | | ||||||||||||
Common/collective trust funds |
||||||||||||||||
Stable value funds |
15,888,077 | | 15,888,077 | | ||||||||||||
Balanced funds |
98,887,858 | | 98,887,858 | | ||||||||||||
Target maturity funds |
82,155,356 | | 82,155,356 | | ||||||||||||
Blend funds |
12,525,550 | | 12,525,550 | | ||||||||||||
Group variable annuity |
||||||||||||||||
Balanced funds |
12,125,050 | | 12,125,050 | | ||||||||||||
Common stock |
||||||||||||||||
Genworth Financial, Inc. |
21,349,149 | 21,349,149 | | | ||||||||||||
$ | 361,409,168 | $ | 139,827,277 | $ | 221,581,891 | $ | | |||||||||
2009 | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Investments: |
||||||||||||||||
Short-term investments |
$ | 437,443 | $ | 437,443 | $ | | $ | | ||||||||
Mutual funds |
||||||||||||||||
Money market funds |
6,026,723 | 6,026,723 | | | ||||||||||||
Bond funds |
13,377,480 | 13,377,480 | | | ||||||||||||
Balanced funds |
6,991,063 | 6,991,063 | | | ||||||||||||
Growth funds |
21,566,805 | 21,566,805 | | | ||||||||||||
Value funds |
22,287,020 | 22,287,020 | | | ||||||||||||
Foreign blend funds |
21,171,757 | 21,171,757 | | | ||||||||||||
Common/collective trust funds |
||||||||||||||||
Stable value funds |
12,688,035 | | 12,688,035 | | ||||||||||||
Balanced funds |
73,292,650 | | 73,292,650 | | ||||||||||||
Target maturity funds |
62,529,969 | | 62,529,969 | | ||||||||||||
Blend funds |
9,309,149 | | 9,309,149 | | ||||||||||||
Group variable annuity |
||||||||||||||||
Balanced funds |
9,241,410 | | 9,241,410 | | ||||||||||||
Common stock |
||||||||||||||||
Genworth Financial, Inc. |
20,251,351 | 20,251,351 | | | ||||||||||||
$ | 279,170,855 | $ | 112,109,642 | $ | 167,061,213 | $ | | |||||||||
13
GENWORTH FINANCIAL, INC. RETIREMENT
AND SAVINGS PLAN
Notes to Financial Statements
December 31, 2010 and 2009
During 2010, the Plans investments (including investments bought, sold and held during the year) appreciated in value as follows:
Mutual funds |
$ | 11,603,613 | ||
Common/collective trust funds |
19,872,846 | |||
Group variable annuity |
906,552 | |||
Common stock |
3,660,276 | |||
Total |
$ | 36,043,287 | ||
(4) | Nonparticipant-Directed Investment |
Information about the net assets available for benefits and changes in net assets relating to the nonparticipant-directed investment was as follows:
As of December 31, | ||||||||
2010 | 2009 | |||||||
Net assets available for benefits: |
||||||||
Common/collective trust fund |
$ | 98,887,858 | $ | 73,292,650 | ||||
Employer contributions receivable |
22,950,394 | 21,740,233 | ||||||
Total |
$ | 121,838,252 | $ | 95,032,883 | ||||
Year ended December 31, 2010 |
||||
Changes in net assets available for benefits: |
||||
Net appreciation in fair value of investments |
$ | 9,814,144 | ||
Employer contributions |
22,950,394 | |||
Benefits paid to participants |
(5,959,169 | ) | ||
Total |
$ | 26,805,369 | ||
(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.
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GENWORTH FINANCIAL, INC. RETIREMENT
AND SAVINGS PLAN
Notes to Financial Statements
December 31, 2010 and 2009
The Plans 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 markets perception of the issuers and changes in interest rates.
(6) | Party-in-Interest Transactions |
One investment option available to employees is the ClearCourseSM group variable annuity provided under the Plan. Each contribution into ClearCourseSM provides a guaranteed amount of retirement income to the participant. Genworth Life and Annuity Insurance Company, an indirect wholly-owned subsidiary of the Plan sponsor, offers the guaranteed amount of retirement income provided by this ClearCourseSM group variable annuity product. Fees paid by the Plan to Genworth Life and Annuity Insurance Company for the Plan years ended December 31, 2010 and 2009 were $81,000 and $53,000, respectively.
Another investment in the Plan is an investment fund comprised primarily of shares of common stock issued by the Company. The Plan owned 1,624,745 and 1,784,260 shares of Genworth Financial, Inc. common stock as of December 31, 2010 and 2009, respectively. The shares had a cost basis of $9,893,650 and $9,948,503, respectively, and a fair value of $21,349,149 and $20,251,351, respectively, as of December 31, 2010 and 2009. During the year ended December 31, 2010, 132,811 shares of Genworth Financial, Inc. common stock were purchased at a total cost of $1,641,483 and 292,326 shares were sold at a total cost of $1,696,336.
Certain Plan investments are held by The Bank of New York Mellon. The Bank of New York Mellon is Trustee as defined by the Plan and, therefore, is a party-in-interest.
(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 Companys pension contributions.
(8) | Federal Income Tax Status |
The Internal Revenue Service has determined and informed the Company by a letter dated April 3, 2006 that the Plan and related trust are designed in accordance with applicable
15
GENWORTH FINANCIAL, INC. RETIREMENT
AND SAVINGS PLAN
Notes to Financial Statements
December 31, 2010 and 2009
sections of the Code. Although the Plan has been amended since receiving the determination letter, the Plan administrator and the Plans tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code.
(9) | Reconciliation of Financial Statements to Form 5500 |
The investments in fully benefit-responsive contracts are recorded on the Form 5500 at fair value whereas contract value is utilized in the statements of net assets available for plan benefits and the related statement of changes in net assets available for plan benefits.
The following is a reconciliation of net assets available for plan benefits per the financial statements to Form 5500 as of December 31, 2010:
Net assets available for plan benefits per the financial statements |
$ | 392,283,644 | ||
Adjustment from contract value to fair value for fully benefit-responsive investment contracts |
574,262 | |||
Net assets available for plan benefits per Form 5500 |
$ | 392,857,906 | ||
The following is a reconciliation of investment income per the financial statements to Form 5500 for the year ended December 31, 2010:
Net appreciation in the fair value of investments per the financial statements |
$ | 36,043,287 | ||
Adjustment from contract value to fair value for fully benefit-responsive investment contracts |
204,352 | |||
Investment income per Form 5500 |
$ | 36,247,639 | ||
(10) | Subsequent Events |
Effective January 1, 2011, changes will be made to certain distribution provisions of the Plan. The amendments include expanded participant access to Plan funds under certain circumstances. In-service withdrawals are expanded, allowing participants who have reached age 59 1/2 or older to obtain withdrawals of pre-tax and rollover accounts. As described in note 1(h), in-service withdrawals for financial hardship are currently permitted. Additionally, the types of benefit payments are expanded, allowing participants to obtain partial lump-sum distributions. As described in note 1(i), annuity benefit payments for participants with assets in the group variable annuity investment option and a single lump-sum benefit payment are currently permitted.
16
GENWORTH FINANCIAL, INC. RETIREMENT
AND SAVINGS PLAN
Notes to Financial Statements
December 31, 2010 and 2009
Effective April 8, 2011, the underlying portfolio for ClearCourseSM changed to the Vanguard Balanced Institutional Index Fund. As described in note 2(d), the Total Return Fund of GE Investments, Inc. was the prior underlying portfolio.
17
GENWORTH FINANCIAL, INC. RETIREMENT AND SAVINGS PLAN
Schedule H, Line 4i Schedule of Assets (Held at End of Year)
December 31, 2010
Identity of issue, borrower, lessor, or similar party |
Description of investment including maturity date, number of |
Cost | Current value | |||||||
Short term investments: |
||||||||||
The Bank of New York Mellon * |
617,628 shares of short-term investments | $ | 617,628 | $ | 617,628 | |||||
Mutual funds: |
||||||||||
Capital Research and Management Company |
499,027 shares of American Balanced Fund | 8,409,420 | 8,947,553 | |||||||
BlackRock Fund Advisors |
6,879,505 shares of BlackRock Money Market Fund | 6,879,505 | 6,879,505 | |||||||
Kornitzer Capital Management, Inc. |
229,033 shares of Buffalo Small Cap Fund | 4,705,080 | 6,002,965 | |||||||
Dodge & Cox |
1,294,344 shares of Dodge & Cox Income Fund | 16,419,269 | 17,124,177 | |||||||
Capital Research and Management Company |
689,447 shares of Growth Fund of America | 19,779,738 | 20,986,763 | |||||||
Harbor Capital Advisors |
433,812 shares of Harbor International Fund | 23,987,379 | 26,267,305 | |||||||
Lord, Abbett & Co. LLC |
633,682 shares of Lord Abbett Small Cap Value Fund | 17,790,280 | 21,063,591 | |||||||
Invesco Advisors, Inc. |
550,631 shares of Invesco Van Kampen Growth & Income Fund | 9,856,258 | 10,588,641 | |||||||
Total mutual funds |
107,826,929 | 117,860,500 | ||||||||
Common/collective trust funds: |
||||||||||
BlackRock Institutional Trust Company NA |
293,407 units of BlackRock Equity Index Fund | 11,102,621 | 12,525,550 | |||||||
BlackRock Fund Advisors |
1,703,004 units of BlackRock LifePath Income Fund | 19,463,387 | 21,645,185 | |||||||
BlackRock Fund Advisors |
2,173,878 units of BlackRock LifePath 2020 Fund | 22,593,091 | 25,151,764 | |||||||
BlackRock Fund Advisors |
1,954,181 units of BlackRock LifePath 2030 Fund | 19,348,727 | 21,554,617 | |||||||
BlackRock Fund Advisors |
1,222,070 units of BlackRock LifePath 2040 Fund | 11,430,594 | 13,051,699 | |||||||
BlackRock Fund Advisors |
77,937 units of BlackRock LifePath 2050 Fund | 683,540 | 752,091 | |||||||
BlackRock Fund Advisors |
8,309,904 units of BlackRock Pension Strategy Fund | 82,231,556 | 98,887,858 | |||||||
T. Rowe Price Trust Company |
15,313,815 units of T. Rowe Price Stable Value Common Trust Fund | 15,313,815 | 15,888,077 | |||||||
Total common/collective trust funds |
182,167,331 | 209,456,841 | ||||||||
Group variable annuity: |
||||||||||
Genworth Life and Annuity Insurance Company * |
1,217,171 units of ClearCourseSM Group Variable Annuity | 6,645,286 | 12,125,050 | |||||||
Common stock: |
||||||||||
Genworth Financial, Inc. * |
1,624,745 shares of Genworth Financial, Inc. common stock | 9,893,650 | 21,349,149 | |||||||
Participant loans * |
1,986 loans to participants with interest rates of 5.25% to 10.25% and maturity dates through January 2016 | | 8,523,222 | |||||||
$ | 307,150,824 | $ | 369,932,390 | |||||||
* | Party-in-interest as defined by ERISA, not a prohibited transaction. |
See Accompanying Report of Independent Registered Public Accounting Firm.
18
Supplemental Schedule II
GENWORTH FINANCIAL, INC. RETIREMENT AND SAVINGS PLAN
Schedule H, Line 4j Schedule of Reportable Transactions
Year ended December 31, 2010
Identity of party involved |
Description of assets |
Number of transactions |
Purchase price |
Selling price |
Cost of asset |
Current value of asset on transaction date |
Net gain (loss) |
|||||||||||||||||||
Single transactions: |
||||||||||||||||||||||||||
BlackRock Fund Advisors |
BlackRock Pension Strategy Fund | 1 | $ | 21,740,233 | $ | | $ | 21,740,233 | $ | 21,740,233 | $ | |
See Accompanying Report of Independent Registered Public Accounting Firm.
19
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, 2011 | By: | /s/ Amy R. Corbin | ||||
Amy R. Corbin Vice President and Controller (Principal Accounting Officer) Genworth Financial, Inc. |
20
Exhibit Number | Description of Document | |
23 | Consent of Independent Registered Public Accounting Firm |
21