Obligation Genworth Financial 7.625% ( US37247DAP15 ) en USD

Genworth Financial

100.59 % ⇌

Etas-Unis

US37247DAP15 ( en USD )

7.625% par an ( paiement semestriel )

23/09/2021 - Obligation échue

Prospectus brochure de l'obligation Genworth Financial US37247DAP15 en USD 7.625%, échue

1 000 USD

750 000 000 USD

37247DAP1

N/A

L'Obligation émise par Genworth Financial ( Etas-Unis ) , en USD, avec le code ISIN US37247DAP15, paye un coupon de 7.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 23/09/2021

Rule 424 (b)(2)
424B2 1 d424b2.htm RULE 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
7.625% Senior Notes due 2021

$400,000,000

$46,440(1)

(1)
The filing fee of $46,440 is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
File No. 333-161562
Prospectus Supplement
March 22, 2011
(To Prospectus dated August 26, 2009)
$400,000,000
Genworth Financial, Inc.
7.625% Senior Notes due 2021

Interest on the notes will be payable semi-annually on March 24 and September 24 of each year, beginning on September 24, 2011. The notes
will mature on September 24, 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 25, 2011, 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
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Rule 424 (b)(2)
Proceeds to Genworth (before expenses) (1)

99.350%
$397,400,000

(1)
Plus accrued interest, if any, from March 25, 2011 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 March 25, 2011.

Joint Book-Running Managers

Deutsche Bank Securities
Goldman, Sachs & Co.

Co-Managers

Credit Suisse
US Bancorp

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-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
Plan of Distribution

3
Legal Matters

3
Experts

3

S-i
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Rule 424 (b)(2)
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.
We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus
or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can
provide no assurance as to the reliability of, any other information that others may give you. 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 25, 2011,
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
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
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Rule 424 (b)(2)
financial solutions to more than 15 million customers, with a presence in more than 25 countries. Our products and services are designed to
help consumers meet key financial security needs. Our primary 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 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 6,500 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 year
ended December 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 $403 million and $485
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. 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
death. For the year ended December 31, 2010, our International segment's

S-1
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net income available to Genworth Financial, Inc.'s common stockholders and net operating income available to Genworth

Financial, Inc.'s common stockholders were $444 million and $434 million, respectively.

· U.S. Mortgage Insurance. In the United States, 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, 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 $559 million and $580 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 year ended December 31, 2010, Corporate and Other activities had a net loss available to Genworth Financial,
Inc.'s common stockholders and a net operating loss available to Genworth Financial, Inc.'s common stockholders of $146 million and
$213 million, respectively.
We had $13.9 billion of total Genworth Financial, Inc.'s stockholders' equity and $112.4 billion of total assets as of December 31, 2010.
For the year ended December 31, 2010, our revenues were $10.1 billion and we had net income available to Genworth Financial, Inc.'s
common stockholders of $142 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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Rule 424 (b)(2)
Table of Contents
The Offering

Issuer
Genworth Financial, Inc.

Securities Offered
$400,000,000 aggregate principal amount of 7.625% senior notes due 2021.

Maturity Date
September 24, 2021.

Interest
Interest on the notes will accrue from their date of issuance at a rate of 7.625% per year
and will be payable semi-annually on March 24 and September 24 of each year,
beginning on September 24, 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 December 31, 2010,
our subsidiaries had outstanding $91,625 million of total liabilities, including $3,865
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 25, 2011, 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 50 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
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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
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Rule 424 (b)(2)
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 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 25, 2011, which is incorporated by
reference herein, before deciding whether to purchase any notes in this offering.

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
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 25, 2011, 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
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Rule 424 (b)(2)
creditors of our subsidiaries will be paid from their assets before holders of the notes would have any claims to those assets. As of December 31,
2010, our subsidiaries had outstanding $91,625 million of total liabilities, including $3,865 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.
The price of the notes will fluctuate.
Debt markets in general, and the price of our debt securities in particular, have experienced significant price and volume volatility since late
2008. The market price and volume of our debt securities may continue to be subject to significant fluctuations due not only to general debt and
equity market conditions but also to changes in sentiment in the market regarding our industry generally, as well as our operations, business
prospects, liquidity and capital positions. The price and volume volatility of our debt securities may be affected by, among other things:

· our financial performance and condition and future prospects;

· operating results for current and future periods that vary from the expectations of securities analysts and investors;

S-5
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· operating and securities price performance of companies that investors consider to be comparable to us;

· announcements of strategic developments, acquisitions and other material events by us or our competitors;

· changes in global financial markets and global economies and general market conditions, such as interest or foreign exchange rates,

availability of credit, equity prices and the value of financial assets;

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

· rating agency announcements or actions with respect to the ratings of our company and our subsidiaries;

· changes in laws and regulations affecting our business;

· market prices for our debt and equity securities; and

· other matters discussed elsewhere in "Supplemental Risk Factors" and "Item 1A. Risk Factors" in our Annual Report on Form 10-K

filed on February 25, 2011, which is incorporated by reference herein.
Volatility in the debt and equity markets and a decrease in the market price of our debt securities also could make it difficult for us to raise
capital.
A downgrade or a potential downgrade in our financial strength or credit ratings could result in a loss of business and adversely affect our
financial condition and results of operations and adversely affect our cost of borrowing and the market price of the notes.
Rating agencies continually review their ratings for the companies that they follow, including our company and our subsidiaries.
Financial strength ratings, which various rating agencies publish as measures of an insurance company's ability to meet contractholder and
policyholder obligations, are important to maintaining public confidence in our products, the ability to market our products and our competitive
position. Credit ratings, which rating agencies publish as measures of an entity's ability to repay its indebtedness, are important to our ability to
raise capital through the issuance of debt and to the cost of such financing. Credit ratings also affect the market prices of our debt securities,
including the notes.
A ratings downgrade could occur for a variety of reasons, including reasons specifically related to our company or our subsidiaries, generally
related to our industry or the broader financial services industry or as a result of changes by the rating agencies in their methodologies or rating
criteria.
Following the release of our results of operations for the year ended December 31, 2010, Fitch Ratings affirmed the Company's principal
U.S. life insurance subsidiaries' financial strength ratings. Standard & Poor's Financial Services LLC ("S&P") affirmed the credit rating of the
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Rule 424 (b)(2)
Company and the credit and financial strength ratings of one of our European mortgage insurance subsidiaries, but revised the outlook on the
companies to negative. S&P also downgraded the credit and financial strength ratings of the Company's principal U.S. mortgage insurance
subsidiaries and took no action with respect to the Company's U.S. life insurance subsidiaries. Moody's Investors Service ("Moody's") announced
that it had placed the Company's debt ratings (and those of certain financing entities) and the financial strength ratings of our principal life
insurance subsidiaries, our principal U.S. mortgage insurance subsidiaries (and its supported affiliates) and our principal Australian mortgage
insurance subsidiary on review for possible downgrade in the short-term. We cannot be certain when Moody's will complete its review (and what
impact, if any, the completion of this offering may have on its review) or what action, if any, it may take. The uncertainty regarding the ratings of
our company or our subsidiaries, or any announcements that the ratings of our company or our subsidiaries have been downgraded or are under
review for possible downgrade, could result in a loss of business and adversely affect our financial condition and results of operations and
adversely affect our cost of borrowing and the market price of the notes.

S-6
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USE OF PROCEEDS
The net proceeds from the offering will be approximately $397 million. We intend to use the net proceeds from this offering for general
corporate purposes.

S-7
Table of Contents
CAPITALIZATION
The following table sets forth our cash and cash equivalents and capitalization as of December 31, 2010 on a historical basis and as adjusted
to give effect to the sale of the $400 million principal amount of notes offered hereby and the application of the net proceeds of that sale and other
cash payments as described under "Use of Proceeds."
You should read this information in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our consolidated financial statements and the related notes included in our Annual Report on Form 10-K, filed on February 25,
2011, which is incorporated by reference herein.

December 31, 2010

(Amounts in millions, except per share amounts)

Historical
As adjusted
Cash and cash equivalents

$ 3,132
$
3,529

Borrowings and other obligations:

Short-term borrowings

$
--
$
--
Long-term borrowings (1):

Senior notes

4,297

4,297
Senior notes offered hereby

--

400
Junior subordinated notes

598

598
Series A Preferred Stock, mandatorily redeemable,
liquidation preference $50 per share (2)

57

57

Total long-term borrowings

4,952

5,352
Non-recourse funding obligations (1)

3,437

3,437
Borrowings related to securitization entities (3)

494

494

Total borrowings and other obligations

8,883

9,283

Stockholders' equity:

Class A Common Stock, $0.001 par value; 1.5 billion shares authorized; 578 million shares issued and 490 million
shares outstanding

1

1
Additional paid-in capital

12,095

12,095
Accumulated other comprehensive income (loss)

1,492

1,492
Retained earnings

2,973

2,973
Treasury stock, at cost (88 million shares)

(2,700)

(2,700)

Total Genworth Financial, Inc.'s stockholders' equity

13,861

13,861

Total capitalization

$22,744
$ 23,144
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Rule 424 (b)(2)

(1)
For a description of our long-term borrowings and non-recourse funding obligations, see note 13 to our consolidated financial statements
included in our Annual Report on Form 10-K, filed on February 25, 2011, which is incorporated by reference herein.

(2)
We have announced that we intend to redeem all outstanding shares of our Series A Preferred Stock on June 1, 2011, in accordance with
their terms.

(3)
For a description of our borrowings related to securitization entities, see note 18 to our consolidated financial statements included in our
Annual Report on Form 10-K, filed on February 25, 2011, which is incorporated by reference herein.

S-8
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RATIO OF INCOME TO FIXED CHARGES
For purposes of determining the ratio of income to fixed charges, "income" consists of income from continuing operations before taxes and
accounting changes plus fixed charges from continuing and discontinued operations. "Fixed charges" consist of (1) interest expense on short-term
and long-term borrowings, including dividends on our Series A Preferred Stock and contract adjustment payments on our 6.00% Equity Units
(until 2007) and (2) the portion of operating leases that are representative of the interest factor.
The following table sets forth our ratio of income to fixed charges for the periods indicated.

Years ended December 31,

2010
2009
2008
2007
2006
Ratio of income (loss) to fixed charges (including interest credited to investment contractholders)
0.91 0.37
0.47 1.78 1.97
Ratio of income (loss) to fixed charges (excluding interest credited to investment contractholders)
(1)
0.74 (1.16)
(0.93) 4.24 5.89

(1)
For the years ended December 31, 2010, 2009 and 2008, our deficiency in income necessary to cover fixed charges was $123 million, $879
million and $942 million, respectively.

S-9
Table of Contents
DESCRIPTION OF THE NOTES
The descriptions in this prospectus supplement contain a description of the material terms of the notes and the indenture but do not purport
to be complete. Reference is hereby made to the indenture, the first supplemental indenture, the second supplemental indenture, the third
supplemental indenture, the fourth supplemental indenture, the fifth supplemental indenture, the sixth supplemental indenture, the seventh
supplemental indenture, the eighth supplemental indenture and the form of note that are or will be filed as exhibits to the registration statement of
which this prospectus supplement forms a part and to the Trust Indenture Act. References to "we," "us" and "our" in the following description
refer only to Genworth Financial, Inc. and not any of its subsidiaries.
General
We will issue the notes under an indenture, dated as of June 15, 2004, between us and The Bank of New York Mellon Trust Company, N.A.
(successor to JPMorgan Chase Bank), as trustee, as heretofore supplemented, and as to be further supplemented by an eighth supplemental
indenture, to be dated as of March 25, 2011, each between us and the trustee. We refer to the indenture, as so supplemented, as the indenture. The
trustee will initially be the security registrar and paying agent for the notes.
On June 15, 2004, we issued $1.9 billion aggregate principal amount of notes under the indenture, consisting of $500 million aggregate
principal amount of LIBOR floating rate notes due 2007, $500 million aggregate principal amount of 4.750% notes due 2009, $600 million
aggregate principal amount of 5.750% notes due 2014 and $300 million aggregate principal amount of 6.500% notes due 2034. On September 19,
2005, we issued $350 million aggregate principal amount of 4.950% notes due 2015. On June 12, 2007, we issued $350 million aggregate principal
amount of 5.650% notes due 2012. On May 22, 2008, we issued $600 million aggregate principal amount of 6.515% notes due 2018. On December
8, 2009, we issued $300 million aggregate principal amount of 8.625% notes due 2016. On June 24, 2010, we issued $400 million aggregate
principal amount of 7.700% notes due 2020. On November 22, 2010, we issued $400 million aggregate principal amount of 7.20% notes due 2021.
We are now issuing $400 million aggregate principal amount of 7.625% notes due 2021.
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Rule 424 (b)(2)
When we use the term "business day," we mean any calendar day that is not a Saturday, Sunday or legal holiday in New York, New York
and on which commercial banks are open for business in New York, New York.
The notes offered hereby will mature at par on September 24, 2021. Interest on the notes will accrue from March 25, 2011 and is payable
semiannually in arrears on March 24 and September 24 of each year, beginning on September 24, 2011, to the persons in whose names the notes
are registered at the close of business on the March 9 or September 9 (whether or not a business day), respectively, prior to each interest payment
date at the annual rate of 7.625%; provided that the interest due on redemption or at maturity (whether or not an interest payment date) will be paid
to the person to whom principal is payable.
For any full semi-annual period in respect of the notes, the amount of interest will be calculated on the basis of a 360-day year of twelve 30-
day months. For any period shorter than a full semi-annual period the amount of interest will be calculated on the basis of a 30-day month, and, for
any period less than a month, on the basis of the actual number of days elapsed per 30-day month.
If an interest payment date for the notes falls on a date that is not a business day (as defined above), then interest will be paid on the next day
that is a business day, and no interest on such payment will accrue for the period from and after such interest payment date. If a redemption date or
the maturity date for any note falls on a date that is not a business day, the related payments of principal, premium, if any, and interest may be
made on

S-10
Table of Contents
the next succeeding business day, and no additional interest will accrue on the amount payable for the period from and after the redemption date or
maturity date.
The notes will not be entitled to the benefit of any sinking funds.
The notes will be issued as fully registered notes (to be deposited with the depositary or its custodian) and in denominations of $2,000 and
integral multiples of $1,000 in excess of $2,000.
In addition to the notes, we may issue from time to time other series of debt securities under the indenture consisting of debentures, notes or
other unsecured, unsubordinated evidences of indebtedness, but such other series will be separate from and independent of the notes. The indenture
does not limit the amount of debt securities or any other debt (whether secured or unsecured or whether subordinated or unsubordinated) which we
may incur.
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 interest rate, maturity and other 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. No additional such notes may be issued if an event of default has occurred and is
continuing with respect to the series of debt securities of which such notes are a part.
The Company will designate and maintain an office or agency in the Borough of Manhattan, the City of New York where we will pay the
principal and premium, if any, on the notes and you may present the notes for registration of transfer and exchange. The Company has designated
the office of the trustee located at 4 New York Plaza, New York, New York 10004 for this purpose.
Ranking
The notes will be our direct, senior unsecured obligations and will rank without preference or priority among themselves and equally with all
of our existing and future senior unsecured debt.
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 December 31,
2010, our subsidiaries had outstanding $91,625 million of total liabilities, including $3,865 million of debt (excluding, in each case, intercompany
liabilities).
As a holding company, dividends from our subsidiaries and permitted payments to us under our tax sharing arrangements with our
subsidiaries will be our principal sources of cash to pay principal and interest on the notes and meet our other obligations. The payment of
dividends and other distributions to us by our insurance subsidiaries is regulated by insurance laws and regulations. In general, dividends in excess
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