Obligation Genworth Financial 7.2% ( US37247DAN66 ) en USD

Genworth Financial

99.89 % ▲

Etats-unis

US37247DAN66 ( en USD )

7.2% par an ( paiement semestriel )

14/02/2021 - Obligation échue

Prospectus brochure de l'obligation Genworth Financial US37247DAN66 en USD 7.2%, échue

2 000 USD

400 000 000 USD

37247DAN6

B- ( Très spéculatif )

B3 ( Très spéculatif )

L'Obligation émise par Genworth Financial ( Etats-unis ) , en USD, avec le code ISIN US37247DAN66, paye un coupon de 7.2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/02/2021

L'Obligation émise par Genworth Financial ( Etats-unis ) , en USD, avec le code ISIN US37247DAN66, a été notée B3 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Genworth Financial ( Etats-unis ) , en USD, avec le code ISIN US37247DAN66, a été notée B- ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

FORM 424B2
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424B2 1 d424b2.htm FORM 424B2
Table of Contents
CALCULATION OF REGISTRATION FEE

Title of each class of
Maximum aggregate
Amount of
securities offered
offering price
Registration Fee
7.20% Senior Notes due 2021
$400,000,000
28,520(1)

(1)
The filing fee of $28,520 is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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FORM 424B2
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Table of Contents
Filed Pursuant to Rule 424(b)(2)
File No. 333-161562
Prospectus Supplement
November 17, 2010
(To Prospectus dated August 26, 2009)
$400,000,000

Genworth Financial, Inc.
7.20% Senior Notes due 2021

Interest on the notes will be payable semi-annually on February 15 and August 15 of each year, beginning on February 15, 2011. The notes will mature on February
15, 2021. 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 on February 26, 2010, and in our Quarterly Report on Form 10-Q, filed on
October 29, 2010, which are 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.

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FORM 424B2
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Per Note
Total
Price to public (1)

99.659%
$398,636,000
Underwriting discounts

0.650%
$ 2,600,000
Proceeds to Genworth (before expenses) (1)

99.009%
$396,036,000
(1)
Plus accrued interest, if any, from November 22, 2010, 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 November 22, 2010.

Joint Book-Running Managers

BofA Merrill Lynch

J.P. Morgan
Co-Managers
Citi

Deutsche Bank Securities
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FORM 424B2
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Table of Contents

TABLE OF CONTENTS

Page
Prospectus Supplement

About This Prospectus Supplement

S-ii
Forward-Looking Statements

S-ii
Summary

S-1
Supplemental Risk Factors

S-5
Use of Proceeds

S-7
Capitalization

S-8
Ratio of Income to Fixed Charges

S-9
Description of the Notes

S-10
United States Federal Income Tax Consequences

S-20
Benefit Plan Investor Considerations

S-22
Underwriting

S-24
Conflicts of Interest

S-26
Legal Matters

S-27
Experts

S-27
Where You Can Find More Information

S-27
Incorporation By Reference

S-28
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
Plan of Distribution

3
Legal Matters

3
Experts

3

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S-i
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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 U.S. Securities and Exchange Commission (the "SEC"). 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 SEC 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, 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 with the SEC on February 26,
2010, and in our Quarterly Report on Form 10-Q, filed on October 29, 2010, which are 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.

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.
Genworth Financial, Inc. is a leading financial security company dedicated to providing insurance, wealth management, investment and financial solutions to
more than 15 million customers, with a presence in more than 25 countries. Our key products and related services are targeted at markets that are benefiting from
significant demographic, legislative and market trends, including the aging population across the countries in which we operate, and the growing reality that
responsibility for building financial security now resides primarily with the individual. We distribute our products and services through diversified channels that
include financial intermediaries, advisors, independent distributors, affinity groups and dedicated sales specialists. We are headquartered in Richmond, Virginia and
have approximately 6,000 employees.
We have the following three operating segments:

· Retirement and Protection. We offer and manage a variety of protection, wealth management and retirement income products. Our primary protection
products include life and long-term care insurance. Additionally, we offer other Medicare supplement insurance products, as well as care coordination
services for our long-term care policyholders. Our wealth management and retirement income products include: a variety of managed account programs
and advisor services, financial planning services, fixed and variable deferred and immediate individual annuities and group variable annuities offered

through retirement plans. For the three months ended September 30, 2010, our Retirement and Protection segment's net income available to Genworth
Financial, Inc.'s common stockholders and net operating income available to Genworth Financial, Inc.'s common stockholders were $135 million and
$111 million, respectively. For the nine months ended September 30, 2010, our Retirement and Protection segment's net income available to Genworth
Financial, Inc.'s common stockholders and net operating income available to Genworth Financial, Inc.'s common stockholders were $300 million and
$347 million, respectively.

· International. We offer mortgage and lifestyle protection insurance products and related services in multiple markets. We are a leading provider of
mortgage insurance products in Canada, Australia, Mexico and multiple European countries. Our products predominantly insure prime-based,
individually underwritten residential mortgage loans, also known as flow mortgage insurance. On a limited basis, we also provide mortgage insurance on

a structured, or bulk, basis that 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 are a leading provider of payment protection
coverages (referred to as lifestyle protection) in multiple European countries, Canada and Mexico. Our lifestyle protection insurance products primarily
help consumers meet specified payment obligations should they become unable to pay due to accident, illness, involuntary unemployment, disability or
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FORM 424B2
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death. For the three months ended September 30,

S-1
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FORM 424B2
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2010, our International segment's net income available to Genworth Financial, Inc.'s common stockholders and net operating income available to
Genworth Financial, Inc.'s common stockholders were $124 million and $121 million, respectively. For the nine months ended September 30, 2010, our

International segment's net income available to Genworth Financial, Inc.'s common stockholders and net operating income available to Genworth
Financial, Inc.'s common stockholders were $326 million and $317 million, respectively.

· 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 three months ended September 30, 2010, our U.S. Mortgage Insurance segment's net loss available to Genworth Financial, Inc.'s common
stockholders and net operating loss available to Genworth Financial, Inc.'s common stockholders were $141 million and $152 million, respectively. For
the nine months ended September 30, 2010, our U.S. Mortgage Insurance segment's net loss available to Genworth Financial, Inc.'s common
stockholders and net operating loss available to Genworth Financial, Inc.'s common stockholders were $217 million and $228 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 and the results of non-core businesses and non-strategic products that are managed outside of our
operating segments. Our non-strategic products include our institutional and corporate-owned life insurance products. Institutional products consist of: funding
agreements, funding agreements backing notes and guaranteed investment contracts. For the three months ended September 30, 2010, our Corporate and Other
activities' net loss available to Genworth Financial, Inc.'s common stockholders and net operating loss available to Genworth Financial, Inc.'s common stockholders
were $35 million and $51 million, respectively. For the nine months ended September 30, 2010, our Corporate and Other activities' net loss available to Genworth
Financial, Inc.'s common stockholders and net operating loss available to Genworth Financial, Inc.'s common stockholders were $106 million and $175 million,
respectively.
On a consolidated basis, we had $16.1 billion of total stockholders' equity and $114.7 billion of total assets as of September 30, 2010. For the year ended
December 31, 2009 and the nine months ended September 30, 2010, our revenues were $9.1 billion and $7.5 billion, respectively. For the year ended December 31,
2009, our net loss available to Genworth Financial, Inc.'s common stockholders was $460 million and for the nine months ended September 30, 2010, our net income
available to Genworth Financial, Inc.'s common stockholders was $303 million.
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.

S-2
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FORM 424B2
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Table of Contents

The Offering

Issuer
Genworth Financial, Inc.

Securities Offered
$400,000,000 aggregate principal amount of 7.20% senior notes due 2021.

Maturity date
February 15, 2021.
Interest
Interest on the notes will accrue from their date of issuance at a rate of 7.20% per year and will be
payable semi-annually on February 15 and August 15 of each year, beginning on February 15, 2011.

Ranking
The notes will rank equally with all of our other unsecured and unsubordinated obligations. The notes
will not be obligations of, or guaranteed by, any of our subsidiaries. As a result, the notes will be
structurally subordinated to all debt and other liabilities of our subsidiaries (including liabilities to
policyholders and contractholders), which means that creditors of our subsidiaries will be paid from
their assets before holders of the notes would have any claims to those assets. As of September 30,
2010, our subsidiaries had outstanding $92,612 million of total liabilities, including $3,705 million of
debt (excluding, in each case, intercompany liabilities). The indenture under which the notes will be
issued, which we refer to as the indenture, does not limit our ability, or the ability of our subsidiaries,
to issue or incur other debt or issue preferred stock. As a holding company, we depend on the ability of
our subsidiaries to transfer funds to us to meet our obligations, including our obligations to pay interest
on the notes. See "Risk Factors--Risk Relating to Our Businesses--As a holding company, we depend
on the ability of our subsidiaries to transfer funds to us to pay dividends and to meet our obligations"
in "Item 1A. Risk Factors" in our Annual Report on Form 10-K, filed on February 26, 2010, which is
incorporated by reference herein, and "Description of the Notes" in this prospectus supplement.

Optional Redemption
We may redeem all or a portion of the notes at any time, at our option, at the "make-whole"
redemption price equal to the greater of (1) 100% of the aggregate principal amount of the notes being
redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption and (2) the sum
of the present values of the remaining scheduled payments of principal and interest in respect of the
notes being redeemed (not including any portion of the payments of interest accrued as of the date of
redemption) discounted to the redemption date, on a semi-annual basis, at the treasury rate plus 65
basis points, plus accrued and unpaid interest to, but excluding, the date of redemption. See
"Description of the Notes--Optional Redemption" in this prospectus supplement.

Sinking Fund
None.

Denominations
The notes will be issued in denominations of $2,000 and integral multiples of $1,000 in excess of
$2,000.

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