GENWORTH FINANCIAL INC false 0001276520 0001276520 2023-07-11 2023-07-11

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

July 11, 2023

Date of Report

(Date of earliest event reported)

 

 

 

LOGO

GENWORTH FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-32195   80-0873306

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

6620 West Broad Street, Richmond, VA   23230
(Address of principal executive offices)   (Zip Code)

(804) 281-6000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol

 

Name of each exchange

on which registered

Class A Common Stock, par value $.001 per share   GNW   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 7.01

Regulation FD Disclosure.

On January 1, 2023, Genworth Financial, Inc. (the “Company” or “Genworth”) adopted new U.S. GAAP accounting guidance that significantly changed the recognition and measurement of long-duration insurance contracts, commonly known as long-duration targeted improvements (“LDTI”). This accounting guidance impacted the Company’s long-term care insurance, life insurance and annuity products and was applied as of January 1, 2021, also known as the transition date. The unaudited quarterly financial supplement of Genworth as of and for the periods ended March 31, 2023, December 31, 2022, September 30, 2022, June 30, 2022, March 31, 2022 and for the year ended December 31, 2021 is being furnished as Exhibit 99.1 and incorporated by reference herein. All prior period information included in Exhibit 99.1 has been re-presented to reflect the adoption of LDTI. The information is being provided on an unaudited basis to assist investors and others in evaluating the impact of LDTI on the Company’s financial position and results of operations. It is possible that the final audited financial results may differ, perhaps materially, from the information included in this Current Report on Form 8-K (including Exhibit 99.1). In addition, the unaudited financial results reported in this Current Report on Form 8-K (including Exhibit 99.1) are not indicative of future financial results and should be read in conjunction with the Company’s 2022 Annual Report on Form 10-K and its Quarterly Report on Form 10-Q for the period ended March 31, 2023.

The information contained in this Current Report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information contained in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Forward Looking Statements

This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will” or words of similar meaning and include, but are not limited to, statements regarding the outlook for future business and financial performance of Genworth and its consolidated subsidiaries. Forward-looking statements are based on management’s current expectations and assumptions, which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual outcomes and results may differ materially due to global political, economic, business, competitive, market, regulatory and other factors and risks, as well as risks discussed in the risk factor section of Genworth’s Annual Report on Form 10-K, filed with the United States Securities and Exchange Commission on February 28, 2023. Genworth undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.

 

Item 9.01

Financial Statements and Exhibits.

The following materials are furnished as exhibits to this Current Report on Form 8-K:

 

Exhibit
Number

  

Description of Exhibit

99.1    First Quarter Financial Supplement Re-presented for the Adoption of LDTI
104    Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  GENWORTH FINANCIAL, INC.
Date: July 11, 2023     By:  

/s/ Cristina E. Ahn

      Cristina E. Ahn
      Vice President and Controller
      (Principal Accounting Officer)