Obligation Genworth Financière Inc. 6.515% ( US37247DAK28 ) en USD

Genworth Financière Inc.

100 % ⇌

Etas-Unis

US37247DAK28 ( en USD )

6.515% par an ( paiement semestriel )

21/05/2018 - Obligation échue

Prospectus brochure de l'obligation Genworth Financial Inc US37247DAK28 en USD 6.515%, échue

2 000 USD

600 000 000 USD

37247DAK2

NR

NR

Genworth Financial Inc. est une société américaine de services financiers spécialisée dans l'assurance-vie, l'assurance-invalidité et l'assurance hypothécaire, opérant principalement aux États-Unis et au Canada.

L'Obligation émise par Genworth Financière Inc. ( Etas-Unis ) , en USD, avec le code ISIN US37247DAK28, paye un coupon de 6.515% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 21/05/2018

L'Obligation émise par Genworth Financière Inc. ( Etas-Unis ) , en USD, avec le code ISIN US37247DAK28, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Genworth Financière Inc. ( Etas-Unis ) , en USD, avec le code ISIN US37247DAK28, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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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
6.515% Senior Notes

$600,000,000

$23,580(1)
(1) The filing fee of $23,580 is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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Table of Contents
Prospectus Supplement
May 19, 2008
(To Prospectus dated November 3, 2006)
$600,000,000

Genworth Financial, Inc.
6.515% Senior Notes due 2018

Interest on the notes will be payable semi-annually on May 22 and November 22 of each year, beginning on
November 22, 2008. The notes will mature on May 22, 2018. We may redeem some or all of the notes at any time
before maturity at the "make-whole" price discussed under the caption "Description of the Notes--Optional
Redemption."
The notes will be our senior unsecured obligations and rank equally with all of our other unsecured senior debt
from time to time outstanding.
The notes will not be listed on any exchange or quoted on any automated dealer quotation system. Currently, there
is no public market for the notes.
Investing in the notes involves risks. See " Supplemental Risk Factors" beginning on page S-5
herein and "Item 1A. Risk Factors" in our Annual Report on Form 10-K, filed February 28, 2008,
which is incorporated by reference herein, for a discussion of factors you should consider carefully
before investing in the notes.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this prospectus
supplement or the accompanying prospectus. Any representation to the contrary is a criminal
offense.

Per Note
Total
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Price to public (1)

100.000%
$600,000,000
Underwriting discounts

0.450%
$ 2,700,000
Proceeds to Genworth (before expenses) (1)

99.550%
$597,300,000
(1) Plus accrued interest, if any, from May 22, 2008, if settlement occurs after that date.
The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust
Company, Clearstream or the Euroclear System on or about May 22, 2008. Interest on the notes will accrue from
May 22, 2008 to the date of delivery.

Joint Book-Running Managers
Deutsche Bank Securities
Morgan Stanley
UBS Investment Bank

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Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

About This Prospectus Supplement

ii
Forward-Looking Statements

ii
Summary

S-1
Supplemental Risk Factors

S-5
Use of Proceeds

S-7
Capitalization

S-8
Ratio of Income to Fixed Charges
S-10
Description of the Notes
S-11
United States Federal Income Tax Consequences
S-21
Benefit Plan Investor Considerations
S-23
Underwriting
S-25
Legal Matters
S-28
Experts
S-28
Where You Can Find More Information
S-28
Incorporation by Reference
S-29
Prospectus

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
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of
this offering and also adds to and updates information contained in the accompanying prospectus and the
documents incorporated by reference into the prospectus. The second part, the accompanying prospectus, gives
more general information, some of which does not apply to this offering.
If the description of this offering or the notes varies between this prospectus supplement and the accompanying
prospectus, you should rely on the information contained in or incorporated by reference into this prospectus
supplement. You should also read and consider the additional information under the captions "Where You Can
Find More Information" and "Incorporation by Reference" in this prospectus supplement.
You should rely only on the information contained or incorporated by reference in this prospectus
supplement, in the accompanying prospectus and in any free writing prospectus with respect to the offering
filed by us with the Securities and Exchange Commission. We have not, and the underwriters have not,
authorized any other person to provide you with different information. If anyone provides you with
different or inconsistent information, you should not rely on it. You should assume that the information
appearing in this prospectus supplement, the accompanying prospectus, any free writing prospectus with
respect to the offering filed by us with the Securities and Exchange Commission and the documents
incorporated by reference herein and therein is accurate only as of their respective dates. Our business,
financial condition, results of operations and prospects may have changed since those dates.
The underwriters are offering to sell, and are seeking offers to buy, the notes only in jurisdictions where
offers and sales are permitted. The distribution of this prospectus supplement and the accompanying
prospectus and the offering of the notes in certain jurisdictions may be restricted by law. Persons outside
the United States who come into possession of this prospectus supplement and the accompanying prospectus
must inform themselves about and observe any restrictions relating to the offering of the notes and the
distribution of this prospectus supplement and the accompanying prospectus outside the United States. This
prospectus supplement and the accompanying prospectus do not constitute, and may not be used in
connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus
supplement and the accompanying prospectus by any person in any jurisdiction in which it is unlawful for
such person to make such an offer or solicitation.
FORWARD-LOOKING STATEMENTS
This prospectus supplement 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," "intends," "anticipates," "plans," "believes," "seeks," "estimates," "will," or words of similar meaning
and include, but are not limited to, statements regarding the outlook for our future business and financial
performance. 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,
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regulatory and other factors, including the items identified under "Supplemental Risk Factors" in this prospectus
supplement and under "Item 1A. Risk Factors" in our Annual Report on Form 10-K, filed February 28, 2008,
which is incorporated by reference herein. We undertake no obligation to publicly update any forward-looking
statement, whether as a result of new information, future developments or otherwise.

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.
Genworth Financial, Inc. is a leading financial security company dedicated to providing insurance, investment
and financial solutions that help meet the homeownership, life security, wealth management and retirement
security needs of more than 15 million customers, with a presence in more than 25 countries. We are a leading
provider of key products and related services whose growth we believe is benefiting from significant
demographic, legislative and market trends that are increasingly shifting responsibility for building financial
security to the individual. We distribute our products and services through extensive and diversified channels that
include: financial intermediaries, advisors, independent distributors, affinity groups and dedicated sales
specialists. We are headquartered in Richmond, Virginia and had approximately 7,000 employees as of December
31, 2007.
We have the following operating segments:

· Retirement and Protection. We offer a variety of protection, wealth accumulation, retirement income
and institutional products. Protection products include: life insurance, long-term care insurance,
Medicare supplement insurance and a linked-benefits product that combines long-term care insurance
with universal life insurance. Additionally, we offer wellness and care coordination services for our long-
term care policyholders. Our wealth accumulation and retirement income products include: fixed and

variable deferred and immediate individual annuities, group variable annuities offered through
retirement plans, and a variety of managed account programs, financial planning services and mutual
funds. Institutional products include: funding agreements, funding agreements backing notes and
guaranteed investment contracts. For the year ended December 31, 2007 and the three months ended
March 31, 2008, our Retirement and Protection segment's net income was $565 million and $44 million,
respectively, and net operating income was $762 million and $162 million, respectively.

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· International. In Canada, Australia, New Zealand, Mexico, Japan, Korea and multiple European
countries, we are a leading provider of mortgage insurance products. We are the largest private mortgage
insurer in most of our international markets. We also provide mortgage insurance on a structured, or
bulk, basis which aids in the sale of mortgages to the capital markets and helps lenders manage capital
and risk. Additionally, we offer services, analytical tools and technology that enable lenders to operate

efficiently and manage risk. We also offer payment protection coverages in multiple European countries,
Canada and Mexico. Our payment protection insurance products help consumers meet specified
payment obligations should they become unable to pay due to accident, illness, involuntary
unemployment, disability or death. For the year ended December 31, 2007 and the three months ended
March 31, 2008, our International segment's net income was $580 million and $156 million,
respectively, and net operating income was $585 million and $160 million, respectively.

S-1
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Table of Contents
· U.S. Mortgage Insurance. In the U.S., we offer mortgage insurance products predominantly insuring
prime-based, individually underwritten residential mortgage loans, also known as "flow" mortgage
insurance. We selectively provide mortgage insurance on a structured, or bulk, basis with essentially all
of our bulk writings prime-based. Additionally, we offer services, analytical tools and technology that

enable lenders to operate efficiently and manage risk. For the year ended December 31, 2007 and the
three months ended March 31, 2008, our U.S. Mortgage Insurance segment's net income (loss) was
$171 million and $(35) million, respectively, and net operating income (loss) was $167 million and
$(36) million, respectively.
We also have Corporate and Other activities which include debt financing expenses that are incurred at our
holding company level, unallocated corporate income and expenses, eliminations of inter-segment transactions,
the results of non-core businesses that are managed outside of our operating segments and our group life and
health insurance business, which we sold on May 31, 2007. We acquired Liberty Reverse Mortgage, Incorporated
("Liberty"), an originator of reverse mortgage loans, on October 31, 2007, as part of our focus on retirement
needs and enabling consumers to have liquidity to meet certain financial obligations. The results of Liberty are
included in our Corporate and Other activities. For the year ended December 31, 2007 and the three months ended
March 31, 2008, Corporate and Other activities had a loss from continuing operations of $162 million and $49
million, respectively, and a net operating loss of $141 million and $42 million, respectively.
On a consolidated basis, we had $12.7 billion of total stockholders' equity and $113.6 billion of total assets as of
March 31, 2008. For the year ended December 31, 2007 and the three months ended March 31, 2008, our
revenues were $11.1 billion and $2.8 billion, respectively, and net income was $1.2 billion and $116 million,
respectively.
Our principal U.S. life insurance companies have financial strength ratings of "AA-" (Very Strong) from
Standard and Poor's ("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, "AA" (Very Strong) from Fitch and/or
"AA" (Superior) from Dominion Bond Rating Service ("DBRS").
On February 13, 2008, S&P, as part of a broad reassessment of the U.S. mortgage insurance industry, affirmed
the "AA" (Very Strong) ratings of our principal mortgage insurance subsidiaries and, at the same time, changed
the rating outlook from stable to negative. The outlook for our life insurance subsidiaries and Genworth Seguros
de Credito a la Vivienda S.A. de C.V. remains stable.
On January 31, 2008, Moody's, as part of a broad reassessment of the U.S. mortgage insurance industry, affirmed
the "Aa2" (Excellent) ratings of our principal mortgage insurance subsidiaries and, at the same time, changed the
rating outlook from stable to negative. The outlook for our life insurance subsidiaries and Genworth Seguros de
Credito a la Vivienda S.A. de C.V. remains stable.
The "AA" and "AA-" ratings are the third- and fourth-highest of S&P's 21 ratings categories, respectively. The
"Aa2" and "Aa3" ratings are the third- and fourth-highest of Moody's 21 ratings categories, respectively. The "A
+" and "A" ratings are the second- and third-highest of A.M. Best's 15 ratings categories, respectively. The "AA"
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Document Outline

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