Bond Genworth Financial Inc 7.7% ( US37247DAM83 ) in USD

Genworth Financial Inc

100 % ⇌

United States

US37247DAM83 ( in USD )

7.7% per year ( payment 2 times a year)

14/06/2020 - Bond has expired

Prospectus brochure of the bond Genworth Financial Inc US37247DAM83 in USD 7.7%, expired

2 000 USD

400 000 000 USD

37247DAM8

N/A

Genworth Financial Inc. is a U.S.-based financial services holding company specializing in long-term care insurance, mortgage insurance, and other related products and services.

The Bond issued by Genworth Financial Inc ( United States ) , in USD, with the ISIN code US37247DAM83, pays a coupon of 7.7% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/06/2020

424 (B) (2)
Page 1 of 39
424B2 1 d424b2.htm 424 (B) (2)
Table of Contents
CALCULATION OF REGISTRATION FEE

Title of each class of
Maximum aggregate
Amount of
securities offered

offering price
registration fee

7.700% Senior Notes due 2020

$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.
http://www.sec.gov/Archives/edgar/data/1276520/000119312510143980/d424b2.htm
6/22/2010

424 (B) (2)
Page 2 of 39
Table of Contents
Filed Pursuant to Rule 424(b)(2)
File No. 333-161562

Prospectus Supplement

June 21, 2010

(To Prospectus dated August 26, 2009)

$400,000,000

Genworth Financial, Inc.
7.700% Senior Notes due 2020

Interest on the notes will be payable semi-annually on June 15 and December 15 of each year, beginning on
December 15, 2010. The notes will mature on June 15, 2020. 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, 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
Price to public (1)

100.000%
$400,000,000
Underwriting discounts

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

99.350%
$397,400,000
(1) Plus accrued interest, if any, from June 24, 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 June 24, 2010.

Joint Book-Running Managers
http://www.sec.gov/Archives/edgar/data/1276520/000119312510143980/d424b2.htm
6/22/2010

424 (B) (2)
Page 3 of 39

BofA Merrill Lynch

Credit Suisse
Goldman, Sachs & Co.

UBS Investment Bank
http://www.sec.gov/Archives/edgar/data/1276520/000119312510143980/d424b2.htm
6/22/2010

424 (B) (2)
Page 4 of 39
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

S-i
http://www.sec.gov/Archives/edgar/data/1276520/000119312510143980/d424b2.htm
6/22/2010

424 (B) (2)
Page 5 of 39
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, 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.

S-ii
http://www.sec.gov/Archives/edgar/data/1276520/000119312510143980/d424b2.htm
6/22/2010

424 (B) (2)
Page 6 of 39
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, long-term care and Medicare supplement
insurance. Additionally, we offer other senior supplemental 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 March 31, 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 $84 million and $122 million, respectively.

· International. 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 also offer payment protection coverages in multiple
European countries, Canada and Mexico. Our lifestyle 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 three months ended March 31, 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 $95 million and $91 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

S-1
http://www.sec.gov/Archives/edgar/data/1276520/000119312510143980/d424b2.htm
6/22/2010

424 (B) (2)
Page 7 of 39
Table of Contents
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 March 31, 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 $33 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 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 March
31, 2010, our Corporate and Other activities' net income available to Genworth Financial, Inc.'s common stockholders
was $32 million and net operating loss available to Genworth Financial, Inc.'s common stockholders was $63 million.
On a consolidated basis, we had $14.0 billion of total stockholders' equity and $109.1 billion of total assets as of
March 31, 2010. For the year ended December 31, 2009 and the three months ended March 31, 2010, our revenues were
$9.1 billion and $2.4 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 three months ended March 31, 2010, our net income
available to Genworth Financial, Inc.'s common stockholders was $178 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
http://www.sec.gov/Archives/edgar/data/1276520/000119312510143980/d424b2.htm
6/22/2010

424 (B) (2)
Page 8 of 39
Table of Contents
The Offering
Issuer
Genworth Financial, Inc.
Securities Offered
$400,000,000 aggregate principal amount of 7.700% senior notes due
2020.
Maturity date
June 15, 2020.

Interest
Interest on the notes will accrue from their date of issuance at a rate of
7.700% per year and will be payable semi-annually on June 15 and
December 15 of each year, beginning on December 15, 2010.
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 March
31, 2010, our subsidiaries had outstanding $89,315 million of total
liabilities, including $3,437 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.

S-3
http://www.sec.gov/Archives/edgar/data/1276520/000119312510143980/d424b2.htm
6/22/2010

424 (B) (2)
Page 9 of 39
Table of Contents
Form of Notes
The notes will be issued as fully registered notes, represented by one or
more global notes deposited with or on behalf of The Depository Trust
Company, or DTC. Investors may elect to hold interests in the global notes
through any of DTC, Clearstream or the Euroclear System.
Further Issuances
We may from time to time, without the consent of the holders of the notes,
reopen the series of debt securities of which the notes are a part and issue
additional notes having the same ranking and the same terms as the notes,
except for the public offering price and the issue date and, if applicable,
the initial interest accrual date and the initial interest payment date. Any
additional notes having similar terms, together with the notes, will
constitute a single series of debt securities under the indenture and will be
fungible with the previously issued notes to the extent specified in the
applicable pricing supplement.
Use of Proceeds
The net proceeds from the offering will be approximately $397 million.
We intend to use the net proceeds from this offering to repay a portion of
our outstanding borrowings under our two five-year revolving credit
facilities and for general corporate purposes. See "Use of Proceeds" in this
prospectus supplement.
Risk Factors
Your investment in the notes will involve risks. You should consider
carefully all of the information set forth in this prospectus supplement, the
accompanying prospectus, any free writing prospectus with respect to this
offering filed by us with the SEC and the documents incorporated by
reference herein and, in particular, you should evaluate the specific factors
set forth in the section of this prospectus supplement entitled
"Supplemental Risk Factors" and the section entitled "Item 1A. Risk
Factors" in our Annual Report on Form 10-K, filed on February 26, 2010,
which is incorporated by reference herein, before deciding whether to
purchase any notes in this offering.
Conflicts of Interest
Affiliates of certain of the underwriters in this offering are lenders under
our revolving credit facilities and will receive a portion of the net proceeds
from this offering. See "Conflicts of Interest" in this prospectus
supplement.
Listing
The notes will not be listed on any exchange or quoted on any automated
dealer quotation system.
Governing Law
The notes will be governed by the laws of the State of New York.
Trustee
The Bank of New York Mellon Trust Company, N.A.

S-4
http://www.sec.gov/Archives/edgar/data/1276520/000119312510143980/d424b2.htm
6/22/2010

424 (B) (2)
Page 10 of 39
Table of Contents
SUPPLEMENTAL RISK FACTORS
You should carefully consider the supplemental risks described below in addition to the risks described in "Item 1A.
Risk Factors" in our Annual Report on Form 10-K, filed on February 26, 2010, which is incorporated by reference herein, as
well as the other information contained in or incorporated by reference into this prospectus supplement and the
accompanying prospectus, before investing in the notes. You could lose part or all of your investment.
There are no financial covenants in the indenture.
Neither we nor any of our subsidiaries are restricted from incurring additional debt or other liabilities, including
additional senior debt, under the indenture. If we incur additional debt or liabilities, our ability to pay our obligations on the
notes could be adversely affected. We expect that we will from time to time incur additional debt and other liabilities. In
addition, we are not restricted from paying dividends or issuing or repurchasing our securities under the indenture.
There are no financial covenants in the indenture. You are not protected under the indenture in the event of a highly
leveraged transaction, reorganization, change of control, restructuring, merger or similar transaction that may adversely affect
you, except to the extent described under "Description of the Notes--Consolidation, Merger and Conveyance of Assets as an
Entirety; No Financial Covenants."
The notes will not be guaranteed by any of our subsidiaries and will be structurally subordinated to the debt and
other liabilities of our subsidiaries, 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.
We are a holding company and conduct substantially all of our operations through subsidiaries. However, the notes will
be obligations exclusively of Genworth Financial, Inc. and will not be 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 March 31, 2010, our subsidiaries had outstanding $89,315 million of total
liabilities, including $3,437 million of debt (excluding, in each case, intercompany liabilities).
An active trading market for the notes may not develop.
The notes constitute a new issue of securities, for which there is no existing market. We do not intend to apply for listing
of the notes on any securities exchange or for quotation of the notes in any automated dealer quotation system. We cannot
provide you with any assurance regarding whether a trading market for the notes will develop, the ability of holders of the
notes to sell their notes or the price at which holders may be able to sell their notes. The underwriters have advised us that
they currently intend to make a market in the notes. However, the underwriters are not obligated to do so, and any market-
making with respect to the notes may be discontinued at any time without notice. If no active trading market develops, you
may be unable to resell your notes at any price or at their fair market value.
If a trading market does develop, changes in our credit ratings or the debt markets could adversely affect the market
price of the notes.
The price for the notes will depend on many factors, including:

· our credit ratings with major credit rating agencies;

· the prevailing interest rates being paid by other companies similar to us;

S-5
http://www.sec.gov/Archives/edgar/data/1276520/000119312510143980/d424b2.htm
6/22/2010