Obligation Genworth Financial Inc 6.5% ( US37247DAB29 ) en USD

Genworth Financial Inc

92 % ▼

Etas-Unis

US37247DAB29 ( en USD )

6.5% par an ( paiement semestriel )

14/06/2034

Prospectus brochure de l'obligation Genworth Financial Inc US37247DAB29 en USD 6.5%, échéance 14/06/2034

1 000 USD

300 000 000 USD

37247DAB2

BB- ( Spéculatif )

Ba1 ( Spéculatif )

15/06/2025 ( Dans 48 jours )

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 Financial Inc ( Etas-Unis ) , en USD, avec le code ISIN US37247DAB29, paye un coupon de 6.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/06/2034

L'Obligation émise par Genworth Financial Inc ( Etas-Unis ) , en USD, avec le code ISIN US37247DAB29, a été notée Ba1 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Genworth Financial Inc ( Etas-Unis ) , en USD, avec le code ISIN US37247DAB29, a été notée BB- ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

http://www.sec.gov/Archives/edgar/data/1276520/000104746904020025/a2138381z424b1.htm
424B1 1 a2138381z424b1.htm 424(B)1
QuickLinks -- Click here to rapidly navigate through this document
Filed Pursuant to
Rule 424(b)1
Registration No. 333-1116069
PROSPECTUS

$1,900,000,000
$500,000,000 LIBOR Floating Rate Notes due 2007
$500,000,000 4.750% Notes due 2009
$600,000,000 5.750% Notes due 2014
$300,000,000 6.500% Notes due 2034
Interest on the notes due 2007 will be payable quarterly on March 15, June 15, September 15 and December 15 of
each year, beginning September 15, 2004. Interest on the notes due 2009, 2014 and 2034 will be payable semi-annually
on June 15 and December 15 of each year, beginning December 15, 2004. The 2007 notes will mature on June 15, 2007,
the 2009 notes will mature on June 15, 2009, the 2014 notes will mature on June 15, 2014 and the 2034 notes will mature
on June 15, 2034. We may redeem some or all of the notes due 2009, 2014 or 2034 at any time before maturity at the
"make-whole" prices discussed under the caption "Description of the Notes--Optional Redemption."
The notes will be our senior obligations and will rank equally with all of our other unsecured senior debt.
Investing in the notes involves risks. See "Risk Factors" beginning on page 14.
Per
Per
Per
Per 2007
Total
2009
Total
2014
Total
2034
Total

Note

Note
Note
Note
http://www.sec.gov/Archives/edgar/data/1276520/000104746904020025/a2138381z424b1.htm (1 of 736)6/10/2004 12:17:32 PM

http://www.sec.gov/Archives/edgar/data/1276520/000104746904020025/a2138381z424b1.htm
Price to public
(1)
100.000% $ 500,000,000 99.982% $ 499,910,000 99.857% $ 599,142,000 98.739% $ 296,217,000
Underwriting
discounts and
commissions

0.250% $
1,250,000 0.350% $
1,750,000 0.450% $
2,700,000 0.875% $
2,625,000
Proceeds to
Genworth
(before
expenses)
99.750% $ 498,750,000 99.632% $ 498,160,000 99.407% $ 596,442,000 97.864% $ 293,592,000
(1) Plus accrued interest, if any, from June 15, 2004.
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. Any representation to the contrary is a
criminal offense.
The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.
The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust
Company, Clearstream, Luxembourg and the Euroclear System on or about June 15, 2004.
Citigroup
Deutsche Bank Securities
Lehman Brothers
June 9, 2004
http://www.sec.gov/Archives/edgar/data/1276520/000104746904020025/a2138381z424b1.htm (2 of 736)6/10/2004 12:17:33 PM

http://www.sec.gov/Archives/edgar/data/1276520/000104746904020025/a2138381z424b1.htm
TABLE OF CONTENTS
Page

Prospectus Summary

1
Risk Factors

14
Forward-Looking Statements

44
Use of Proceeds

45
Dividend Policy

45
Capitalization

46
Ratio of Earnings to Fixed Charges

49
Selected Historical and Pro Forma Financial Information

50
Management's Discussion and Analysis of Financial Condition and Results of

65
Operations
Corporate Reorganization

128
Business

131
Regulation

211
Management

222
Arrangements Between GE and Our Company

245
Ownership of Common Stock

273
Description of the Notes

275
Description of Capital Stock

288
Description of Equity Units

300
Description of Certain Indebtedness

305
United States Federal Income Tax Consequences

307
Underwriting

309
Legal Matters

314
Experts

314
Additional Information

314
Index to Financial Statements

F-1
Glossary of Selected Insurance Terms

G-1
i
http://www.sec.gov/Archives/edgar/data/1276520/000104746904020025/a2138381z424b1.htm (3 of 736)6/10/2004 12:17:33 PM

http://www.sec.gov/Archives/edgar/data/1276520/000104746904020025/a2138381z424b1.htm
Prospectus Summary
This summary highlights information contained elsewhere in this prospectus and may not contain all of the
information that may be important to you. You should read this entire prospectus carefully, including the information set
forth in "Risk Factors," before making an investment decision.

We are a leading insurance company in the U.S., with an expanding international presence, serving the life and
lifestyle protection, retirement income, investment and mortgage insurance needs of more than 15 million customers. We
have leadership positions in key products that we expect will benefit from a number of significant demographic,
governmental and market trends. We distribute our products and services through an extensive and diversified
distribution network that includes financial intermediaries, independent producers and dedicated sales specialists. We
conduct operations in 20 countries and have approximately 5,850 employees.
We have the following three operating segments:
·
Protection. We offer U.S. customers life insurance, long-term care insurance and, for companies with
fewer than 1,000 employees, group life and health insurance. In Europe, we offer payment protection
insurance, which helps consumers meet their payment obligations in the event of illness, involuntary
unemployment, disability or death. In 2003, we were the leading provider of individual long-term care
insurance and the sixth-largest provider of term life insurance in the U.S., according to LIMRA
International (in each case based upon gross written premiums). We believe we are a leading provider of
term life insurance through brokerage general agencies in the U.S. and that this channel is the largest and
fastest-growing distribution channel for term life insurance. Our leadership in long-term care insurance is
based upon almost 30 years of product underwriting and claims experience. For the year ended
December 31, 2003 and the three months ended March 31, 2004, our Protection segment had pro forma
segment net earnings of $481 million and $123 million, respectively.
·
Retirement Income and Investments. We offer U.S. customers fixed, variable and income annuities,
variable life insurance, asset management, and specialized products, including guaranteed investment
contracts, funding agreements and structured settlements. We are an established provider of these
products and, in 2003, we were the leading provider of income annuities in the U.S., according to LIMRA
International (based upon total premiums and deposits). For the year ended December 31, 2003 and the
three months ended March 31, 2004, our Retirement Income and Investments segment had pro forma
segment net earnings of $93 million and $32 million, respectively.
·
Mortgage Insurance. In the U.S., Canada, Australia and Europe, we offer mortgage insurance products
that facilitate homeownership by enabling borrowers to buy homes with low-down-payment mortgages.
http://www.sec.gov/Archives/edgar/data/1276520/000104746904020025/a2138381z424b1.htm (4 of 736)6/10/2004 12:17:33 PM

http://www.sec.gov/Archives/edgar/data/1276520/000104746904020025/a2138381z424b1.htm
According to Inside Mortgage Finance, we were the fourth-largest provider in 2003 of mortgage
insurance in the U.S. and the fifth-largest provider in the first quarter of 2004 (based upon new insurance
written). We also believe we are the largest provider of private mortgage insurance outside the U.S. The
net premiums written in our international mortgage insurance business have increased by a compound
annual growth rate of 46% for the three years ended December 31, 2003. For the year ended
December 31, 2003 and the three months ended March 31, 2004, our Mortgage Insurance segment had
pro forma segment net earnings of $369 million and $103 million, respectively.
1
http://www.sec.gov/Archives/edgar/data/1276520/000104746904020025/a2138381z424b1.htm (5 of 736)6/10/2004 12:17:33 PM

http://www.sec.gov/Archives/edgar/data/1276520/000104746904020025/a2138381z424b1.htm
We also have a Corporate and Other segment, which consists primarily of net realized investment gains (losses), most of
our interest and other financing expenses, unallocated corporate income and expenses, and the results of several small,
non-core businesses that are managed outside our operating segments. For the year ended December 31, 2003 and the
three months ended March 31, 2004, our Corporate and Other segment had pro forma segment net losses of $51 million
and $2 million, respectively (including pro forma adjustments to give effect to the increased interest expense as a result
of this offering).
We had $12.3 billion of total stockholder's interest and $100.2 billion of total assets as of March 31, 2004, on a pro
forma basis. For the year ended December 31, 2003 and the three months ended March 31, 2004, on a pro forma basis,
our revenues were $9.8 billion and $2.6 billion, respectively, and our net earnings from continuing operations were
$892 million and $256 million, respectively (including pro forma adjustments to give effect to the increased interest
expense as a result of this offering). Our principal life insurance companies have financial strength ratings of
"AA-" (Very Strong) from S&P, "Aa3" (Excellent) from Moody's, "A+" (Superior) from A.M. Best and "AA-" (Very
Strong) from Fitch, and our rated mortgage insurance companies have financial strength ratings of "AA" (Very Strong)
from S&P, "Aa2" (Excellent) from Moody's and "AA" (Very Strong) from Fitch. The "AA" and "AA-" ratings are the
third- and fourth-highest of S&P's 21 ratings categories, respectively. The "Aa2" and "Aa3" ratings are the third- and
fourth-highest of Moody's 21 ratings categories, respectively. The "A+" rating is the second-highest of A.M. Best's 15
ratings categories. The "AA" and "AA-" ratings are the third- and fourth-highest of Fitch's 24 ratings categories,
respectively.
Market Environment and Opportunities
We believe we are well positioned to benefit from a number of significant demographic, governmental and market
trends, including the following:
·
Aging U.S. population with growing retirement income needs, resulting from large numbers of baby
boomers approaching retirement and significant increases in life expectancy that heighten the risk that
individuals will outlive their retirement savings.
·
Growing lifestyle protection gap, with individuals lacking sufficient financial resources, including
insurance coverage, to maintain their desired lifestyle due to declining individual savings rates, rising
healthcare and nursing home costs and a shifting of the burden for funding protection needs from
governments and employers to individuals.
·
Increasing opportunities for mortgage insurance in the U.S. and other countries, resulting from
increasing homeownership levels, expansion of low-down-payment mortgage loan offerings, favorable
legislative and regulatory policies, and expansion of secondary mortgage markets that require credit
enhancements.
Competitive Strengths
We believe the following competitive strengths will enable us to capitalize on opportunities in our targeted markets:
·
http://www.sec.gov/Archives/edgar/data/1276520/000104746904020025/a2138381z424b1.htm (6 of 736)6/10/2004 12:17:37 PM

http://www.sec.gov/Archives/edgar/data/1276520/000104746904020025/a2138381z424b1.htm
Leading positions in diversified targeted markets. We believe our leading positions in our targeted
markets, including term life and individual long-term care insurance, retirement income and mortgage
insurance, provide us with the scale necessary to compete effectively in these markets as they continue to
grow. We also believe our strong presence in multiple markets provides balance to our business, reduces
our exposure to adverse economic trends affecting any one market and provides stable cash flow to fund
growth opportunities.
·
Product innovation and smart breadth. We offer a breadth of products that meet the needs of consumers
throughout the various stages of their lives, thereby positioning us to benefit from the
2
http://www.sec.gov/Archives/edgar/data/1276520/000104746904020025/a2138381z424b1.htm (7 of 736)6/10/2004 12:17:37 PM

http://www.sec.gov/Archives/edgar/data/1276520/000104746904020025/a2138381z424b1.htm
current trend among distributors to reduce the number of insurers with whom they maintain relationships.
We refer to our approach to product diversity as "smart" breadth because we are selective in the products
we offer and strive to maintain appropriate return and risk thresholds when we expand the scope of our
product offerings.
·
Extensive, multi-channel distribution network. We have extensive distribution reach and offer
consumers access to our products through a broad network of financial intermediaries, independent
producers and dedicated sales specialists. In addition, we maintain strong relationships with leading
distributors by providing a high level of specialized and differentiated distribution support and by
pursuing joint business improvement efforts.
·
Technology-enhanced, scalable, low-cost operating platform. We have pursued an aggressive approach
to cost-management and continuous process improvement. We also have developed sophisticated
technological tools that enhance performance by automating key processes and reducing response times
and process variations. In addition, we have centralized our operations and have established scalable, low-
cost operating centers in Virginia, North Carolina, India and Ireland.
·
Disciplined risk management with strong compliance practices. Risk management and regulatory
compliance are critical parts of our business, and we are recognized in the insurance industry for our
excellence in these areas. We employ comprehensive risk management processes in virtually every aspect
of our operations, including product development, underwriting, investment management, asset-liability
management and technology development programs. We have 130 dedicated risk management
professionals supporting these efforts and approximately 200 additional professionals dedicated to legal
and regulatory compliance.
·
Strong balance sheet and high-quality investment portfolio. We believe our size, ratings and capital
strength provide us with a significant competitive advantage. We have a diversified, high-quality
investment portfolio with $61.7 billion of invested assets, as of March 31, 2004, on a pro forma basis.
More than 93% of our fixed maturities had ratings equivalent to investment-grade, and less than 1% of
our total investment portfolio consisted of equity securities, as of March 31, 2004, on a pro forma basis.
·
Experienced and deep management team. Our senior management team has an average of approximately
17 years of experience in the financial services industry. We have adopted GE's recognized practices for
successfully developing managerial talent at all levels of our organization and have instilled a
performance- and execution-oriented corporate culture that we will continue to foster as an independent
company.
Growth Strategies
Our objective is to increase operating earnings and enhance returns on equity. We intend to pursue this objective by
focusing on the following strategies:
·
http://www.sec.gov/Archives/edgar/data/1276520/000104746904020025/a2138381z424b1.htm (8 of 736)6/10/2004 12:17:37 PM

http://www.sec.gov/Archives/edgar/data/1276520/000104746904020025/a2138381z424b1.htm
Capitalize on attractive growth trends in three key markets. We have positioned our product portfolio
and distribution relationships to capitalize on the attractive growth prospects in three key markets:
Retirement income, where we believe growth will be driven by a variety of favorable demographic trends
and the approximately $4.4 trillion of invested financial assets in the U.S. that are held by people within
10 years of retirement. Our products are designed to enable the growing retired population to convert their
invested assets into reliable retirement income.
Protection, particularly long-term care insurance, where we believe growth will be driven by the
increasing protection needs of the expanding aging population and a shifting of the burden for
3
http://www.sec.gov/Archives/edgar/data/1276520/000104746904020025/a2138381z424b1.htm (9 of 736)6/10/2004 12:17:37 PM

http://www.sec.gov/Archives/edgar/data/1276520/000104746904020025/a2138381z424b1.htm
funding these needs to individuals from governments and employers. For example, it is estimated that
approximately 70% of individuals in the U.S. aged 65 and older will require long-term care at some time
in their lives, but in 2001, only 7% of individuals in the U.S. aged 55 and older had long-term care
insurance.
International mortgage insurance, where we continue to see attractive growth opportunities with the
expansion of homeownership and low-down-payment loans. The net premiums written in our
international mortgage insurance business have increased by a compound annual growth rate of 46% for
the three years ended December 31, 2003.
·
Further strengthen and extend our distribution channels. We intend to further strengthen and extend
our distribution channels by continuing to differentiate ourselves in areas where we believe we have
distinct competitive advantages. These areas include:
Product and service innovations, as illustrated by new product introductions, such as the introduction in
2002 of our GE Retirement Answer®, our introduction of innovative private mortgage insurance products
in the European market, and our service innovations, which include programs such as our policyholder
wellness initiatives in our long-term care insurance business and our AU Central® Internet platform in
our mortgage insurance business.
Collaborative approach to key distributors, which includes a joint business improvement program
(originally developed by GE), called "At the Customer, For the Customer," or ACFC, and our platinum
customer service desks, which have benefited our distributors and helped strengthen our relationships
with them.
Technology initiatives, such as our GENIUS® underwriting system, which makes it easier for distributors
to do business with us, improves our term life and long-term care insurance underwriting speed and
accuracy, and lowers our operating costs.
·
Enhance returns on capital and increase margins. We believe we will be able to enhance our returns on
capital and increase our margins through the following:
Rigorous product pricing and return discipline. We intend to maintain strict product pricing disciplines
that are designed to achieve our target returns on capital. Over the past two years, we introduced
restructured pricing on newly issued policies in each of our operating segments and exited products that
were not achieving our target returns. We expect our returns on capital to improve as the benefits of these
actions emerge and as we continue our focus on maintaining target returns.
Capital efficiency enhancements. We continually seek opportunities to use our capital more efficiently to
support our business, while maintaining our ratings and strong capital position. For example, in 2003, we
took actions to reduce the statutory capital required to support most of our new term and universal life
insurance policies and to reduce excess capital at our mortgage insurance subsidiaries by operating at an
"AA/Aa2" rating level.
http://www.sec.gov/Archives/edgar/data/1276520/000104746904020025/a2138381z424b1.htm (10 of 736)6/10/2004 12:17:37 PM

Document Outline

sec.gov
- #1">http://www.sec.gov/Archives/edgar/data/1276520/000104746904020025/a2138381z424b1.htm