Obligation Genworth Financial 4.521% ( US37247DAG16 ) en USD

Genworth Financial

74.1005 % ▲

Etats-unis

US37247DAG16 ( en USD )

4.521% par an ( paiement semestriel )

14/11/2066

Prospectus brochure de l'obligation Genworth Financial US37247DAG16 en USD 4.521%, échéance 14/11/2066

1 000 USD

600 000 000 USD

37247DAG1

CCC- ( Défaut imminent, avec quelques espoirs de recouvrement )

Caa1 ( Risque élevé )

15/11/2024 ( Dans 182 jours )

L'Obligation émise par Genworth Financial ( Etats-unis ) , en USD, avec le code ISIN US37247DAG16, paye un coupon de 4.521% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/11/2066

L'Obligation émise par Genworth Financial ( Etats-unis ) , en USD, avec le code ISIN US37247DAG16, a été notée Caa1 ( Risque élevé ) par l'agence de notation Moody's.

L'Obligation émise par Genworth Financial ( Etats-unis ) , en USD, avec le code ISIN US37247DAG16, a été notée CCC- ( Défaut imminent, avec quelques espoirs de recouvrement ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)2
File No. 333-138437
CALCULATION OF REGISTRATION FEE

Title of each class of
Maximum aggregate
Amount of
securities offered

offering price

registration fee
6.15% Fixed-to-Floating Rate Junior
$600,000,000
$64,200(1)
Subordinated Notes

(1) The filing fee of $64,200 is calculated in accordance with Rule 457(r) of the Securities Act of 1933. Pursuant
to Rule 457(p) under the Securities Act of 1933, $76,505 of filing fees that were already paid with respect to
unsold securities that were previously registered pursuant to a Registration Statement on Form S-3 (No. 333-
125419) filed by Genworth Financial, Inc. on June 1, 2005 have been carried forward and have not
previously been applied to sales of securities under this registration statement. The filing fee of $64,200 due
for this offering is offset against the registration fee previously paid and $12,305 remains available for future
registration fees. No additional registration fee has been paid with respect to this offering.
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Table of Contents
PROSPECTUS SUPPLEMENT

(To Prospectus dated November 3, 2006)
$600,000,000

6.15% FIXED-TO-FLOATING RATE JUNIOR SUBORDINATED NOTES

The Notes will bear interest on their principal amount from the date they are issued to but excluding November
15, 2016 at the annual rate of 6.15%, payable semi-annually in arrears on each May 15 and November 15,
beginning May 15, 2007, and from and including November 15, 2016 to but excluding November 15, 2066 at an
annual rate equal to three-month LIBOR plus 2.0025%, payable quarterly in arrears on each February 15, May
15, August 15 and November 15. Subject to certain conditions specified in this prospectus supplement, we have
the right, on one or more occasions, to defer the payment of interest on the Notes during any period of up to 10
years without giving rise to an event of default and without permitting acceleration under the terms of the Notes.
We will not be required to settle deferred interest payments pursuant to the alternative payment mechanism
described in this prospectus supplement until we have deferred interest for 5 years or made a payment of current
interest. In the event of our bankruptcy, holders will have a limited claim for deferred interest.
We will redeem the Notes on November 15, 2036, the "scheduled redemption date," but only to the extent that
we have received net proceeds from the sale of certain replacement capital securities described in this prospectus
supplement. We will use our commercially reasonable efforts, subject to certain market disruption events, to sell
enough replacement capital securities to permit repayment of the Notes in full on the scheduled redemption date.
If any Notes are not redeemed on the scheduled redemption date, they will remain outstanding and bear interest
at a floating rate payable quarterly in arrears and we will continue to use our commercially reasonable efforts to
sell enough replacement capital securities to permit repayment of the Notes in full. On November 15, 2066, we
must pay any remaining principal and interest on the Notes in full whether or not we have sold replacement
capital securities.
We may redeem the Notes (i) in whole or in part, at any time on or after November 15, 2016 at their principal
amount plus accrued and unpaid interest to the date of redemption, or (ii) in whole or in part, prior to November
15, 2016 at their principal amount plus accrued and unpaid interest to the date of redemption or, if greater, a
make-whole price calculated as described in this prospectus supplement. The make-whole price will be greater if
the event giving rise to the redemption of the Notes is not a tax or rating agency event, as described in this
prospectus supplement.
The Notes will be subordinated to all existing and future senior, subordinated and junior subordinated debt of
Genworth Financial, Inc., except for any future debt that by its terms is not superior in right of payment, and will
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be effectively subordinated to all liabilities of our subsidiaries.

Investing in the Notes involves risks. See " Supplemental Risk Factors" beginning on page S-7 and
"Item 1A--Risk Factors" beginning on page 72 of our annual report on Form 10-K for the year
ended December 31, 2005, which is incorporated by reference herein.

PRICE 99.712% AND ACCRUED INTEREST, IF ANY

Underwriting
Proceeds to
Discounts and
Genworth Financial, Inc.

Price to Public

Commissions
(Before Expenses)

Per Note

99.712%(1)

1.000%

98.712%
Total

$598,272,000(1)
$ 6,000,000
$
592,272,000
(1) Plus interest accrued on the Notes, if any, from November 14, 2006.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these
securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the Notes in book-entry form only through the facilities of The Depository
Trust Company, Clearstream, Luxembourg and the Euroclear System on or about November 14, 2006.

Joint Book-Running Managers
MORGAN STANLEY
DEUTSCHE BANK
GOLDMAN, SACHS & CO.

Sole Structuring Advisor
November 7, 2006
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Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement
S-ii
Forward-Looking Statements
S-ii
Summary
S-1
Supplemental Risk Factors
S-7
Use of Proceeds
S-12
Capitalization
S-13
Ratio of Earnings to Fixed Charges
S-14
Description of Notes
S-15
Description of Replacement Capital Covenant
S-35
United States Federal Income Tax Consequences
S-40
Benefit Plan Investor Considerations
S-44
Underwriters
S-45
Legal Opinions
S-48
Experts
S-48
Prospectus

Page
About This Prospectus

1
Where You Can Find More Information

1
Incorporation By Reference

1
Use of Proceeds

3
Description of Securities

3
Selling Securityholders

3
Legal Matters

3
Experts

3

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Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
You should read this prospectus supplement along with the accompanying prospectus carefully before you invest.
Both documents contain important information you should consider before making your investment decision.
This prospectus supplement and the accompanying prospectus contain the terms of this offering of Notes. The
accompanying prospectus contains information about our securities generally, some of which does not apply to
the Notes covered by this prospectus supplement. This prospectus supplement may add, update or change
information in the accompanying prospectus. If the information in this prospectus supplement is inconsistent with
any information in the accompanying prospectus, the information in this prospectus supplement will apply and
will supersede the inconsistent information in the accompanying prospectus.
It is important for you to read and consider all information contained in this prospectus supplement and the
accompanying prospectus in making your investment decision. You should also read and consider the additional
information under the caption "Where You Can Find More Information" in the accompanying prospectus.
You should rely only on the information incorporated by reference or provided in this prospectus
supplement, in the accompanying prospectus and in any free writing prospectus filed by us with the
Securities and Exchange Commission. Neither we nor the underwriters have authorized anyone to provide
you with additional or different information. If anyone provided you with additional or different
information, you should not rely on it. Neither we nor the underwriters are making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted. You should assume that the
information contained in this prospectus supplement, the accompanying prospectus, any free writing
prospectus filed by us with the Securities and Exchange Commission and the documents incorporated by
reference is accurate only as of their respective dates. Our business, financial condition, results of
operations and prospects may have changed since those dates.
FORWARD-LOOKING STATEMENTS
This prospectus supplement includes "forward-looking" statements, as that term is defined in the Private
Securities Litigation Reform Act of 1995 or by the Securities and Exchange Commission in its rules, regulations
and releases. Forward-looking statements are any statements other than statements of historical fact, including
statements regarding our expectations, beliefs, hopes, intentions or strategies regarding the future. In some cases,
forward-looking statements can be identified by the use of words such as "may," "will," "expects," "should,"
"believes," "plans," "anticipates," "estimates," "predicts," "potential," "continue," or other words of similar
meaning. Forward-looking statements are subject to risks and uncertainties that could cause actual results to
differ materially from those discussed in, or implied by, the forward-looking statements. Factors that might cause
such a difference include, but are not limited to, general economic conditions, our financial and business
prospects, our capital requirements, our financing prospects, our relationships with associates and labor unions,
and those disclosed under "Supplemental Risk Factors" in this prospectus supplement and under "Risk Factors"
in our annual report on Form 10-K for the year ended December 31, 2005, which is incorporated by reference
into the accompanying prospectus. We caution readers that any such statements are based on currently available
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operational, financial and competitive information, and they should not place undue reliance on these forward-
looking statements, which reflect management's opinion only as of the date on which they were made. Except as
required by law, we disclaim any obligation to review or update these forward-looking statements to reflect
events or circumstances as they occur.

S-ii
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Table of Contents
SUMMARY
This summary highlights information contained or incorporated by reference in this prospectus supplement and
the accompanying prospectus. As used in this prospectus supplement and the accompanying prospectus, unless
the context otherwise requires, references to "we," "us," "our," "Genworth" and the "Company" refer to
Genworth Financial, Inc. and its subsidiaries.

Genworth Financial, Inc.
We are a leading insurance company in the U.S., with an expanding international presence, serving the life and
lifestyle protection, retirement income, investment and mortgage insurance needs of more than 15 million
customers. We have leadership positions in key products that we expect will benefit from a number of significant
demographic, governmental and market trends. We distribute our products and services through an extensive and
diversified distribution network that includes financial intermediaries, independent producers and dedicated sales
specialists. We conduct operations in 24 countries and have approximately 7,000 employees. We have the
following three operating segments:

· Protection. We offer U.S. customers life insurance, long-term care insurance, linked benefit products,
Medicare supplement insurance and, primarily for companies with fewer than 1,000 employees, group
life and health insurance. Through our European operations, we offer payment protection insurance,
which helps consumers meet their payment obligations in the event of illness, involuntary

unemployment, disability or death. For the three months ended September 30, 2006 and 2005, our
Protection segment had segment net operating income of $152 million and $145 million, respectively.
For the nine months ended September 30, 2006 and 2005, our Protection segment had segment net
operating income of $452 million and $417 million, respectively.

· Retirement Income and Investments. We offer U.S. customers fixed annuities, individual variable
annuities, group variable annuities designed for 401(k) plans, single premium immediate annuities,
variable life insurance, specialized products, including guaranteed investment contracts, funding
agreements and funding agreements backing notes, and asset management products and services. For the

three months ended September 30, 2006 and 2005, our Retirement Income and Investments segment had
segment net operating income of $53 million and $59 million, respectively. For the nine months ended
September 30, 2006 and 2005, our Retirement Income and Investments segment had segment net
operating income of $171 million and $179 million, respectively.

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· Mortgage Insurance. In the U.S., Canada, Australia, Europe, New Zealand, Mexico and Japan, we offer
mortgage insurance products that facilitate homeownership by enabling borrowers to buy homes with
low-down-payment mortgages and mortgage related services for our financial services customers. For the

three months ended September 30, 2006 and 2005, our Mortgage Insurance segment had segment net
operating income of $134 million and $126 million, respectively. For the nine months ended
September 30, 2006 and 2005, our Mortgage Insurance segment had segment net operating income of
$445 million and $388 million, respectively.
We also have a Corporate and Other segment, which consists primarily of unallocated corporate income and
expenses, the results of a small, non-core business that is managed outside our operating segments, and most of
our interest and other financing expenses. For the three months ended September 30, 2006 and 2005, our

S-1
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Table of Contents
Corporate and Other segment had segment net operating losses of $32 million and $19 million, respectively. For
the nine months ended September 30, 2006 and 2005, our Corporate and Other segment had segment net
operating losses of $77 million and $62 million, respectively.
We had $13.3 billion of total stockholders' equity and $107.8 billion of total assets as of September 30, 2006. For
the year ended December 31, 2005, our revenues were $10.5 billion and our net income was $1.2 billion, and for
the nine months ended September 30, 2006, our revenues were $8.2 billion and our net income was $955 million.
Our principal life insurance companies have financial strength ratings of "AA-" (Very Strong) from S&P,
"Aa3" (Excellent) from Moody's, "A+" (Superior) from A.M. Best and "AA-" (Very Strong) from Fitch, and our
rated mortgage insurance companies have financial strength ratings of "AA" (Very Strong) from S&P,
"Aa2" (Excellent) from Moody's and "AA" (Very Strong) from Fitch. The "AA" and "AA-" ratings are the third-
and fourth-highest of S&P's 20 ratings categories, respectively. The "Aa2" and "Aa3" ratings are the third- and
fourth-highest of Moody's 21 ratings categories, respectively. The "A+" rating is the second-highest of A.M.
Best's 15 ratings categories. The "AA" and "AA-" ratings are the third- and fourth-highest of Fitch's 24 ratings
categories, respectively.
Our principal executive offices are located at 6620 West Broad Street, Richmond, Virginia 23230. Our telephone
number at that address is (804) 281-6000. We maintain a variety of websites to communicate with our
distributors, customers and investors and to provide information about various insurance and investment products
to the general public. None of the information on our websites is part of this prospectus.
The Notes
Repayment of Principal
The Notes mature on November 15, 2066, which is the "final maturity date" for the Notes. However, we have
agreed to repay the principal amount of the Notes, together with accrued and unpaid interest, on November 15,
2036 (the "scheduled redemption date"), subject to the limitations described below.
We are required to repay the Notes on the scheduled redemption date, but only to the extent that we have raised
sufficient net proceeds from the issuance of certain "replacement capital securities" permitted to be issued
pursuant to the replacement capital covenant and as defined in "Description of Replacement Capital Covenant,"
in the amounts specified under such caption. We will use our commercially reasonable efforts, subject to a
"market disruption event," as described under "Description of Notes--Market Disruption Event," to raise
sufficient net proceeds from the issuance of replacement capital securities in a 180-day period ending on a notice
date not more than 30 or less than 15 days prior to the scheduled redemption date to permit repayment of the
Notes in full on the scheduled redemption date, which we refer to as the "replacement capital obligation." If we
have not raised sufficient net proceeds to permit repayment of all principal and accrued and unpaid interest on the
Notes on the scheduled redemption date, we may not otherwise redeem the Notes and the unpaid amount will
remain outstanding from quarter to quarter and bear interest payable quarterly until repaid. The replacement
capital obligation will continue to apply until (i) the interest payment date on which we have redeemed the Notes
in full in accordance with the replacement capital obligation, (ii) the Notes are otherwise repaid in full on the
final maturity date or (iii) upon an event of default resulting in an acceleration of the Notes.
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If any date fixed for redemption or repayment is not a business day, then payment of the redemption price or
repayment of the principal amount of the Notes, will be made on the next day that is a business day, without any
interest or other payment as a result of such delay. Notwithstanding the foregoing, if we redeem the Notes when
any deferred interest remains unpaid and at a time when the alternative payment mechanism is otherwise
applicable, the unpaid deferred interest (including compounded amounts) may only be paid pursuant to the
alternative payment mechanism described under "Description of Notes--Alternative Payment Mechanism."

S-2
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