Filed Pursuant To Rule 433
March 8, 2012
Relating To
Preliminary Prospectus Supplement Dated March 8, 2012 To
Prospectus Dated August 26, 2009
Registration Statement No. 333-161562
Genworth Financial, Inc.
$350,000,000
7.625% SENIOR NOTES DUE 2021
| Issuer: | Genworth Financial, Inc. | |
| Ratings/Outlook*: | Baa3 / BBB (negative / negative) (Moody’s / S&P) | |
| Securities: | 7.625% Senior Notes due 2021 | |
| Format: | SEC Registered | |
| Trade Date: | March 8, 2012 | |
| Settlement Date: | March 13, 2012 (T+3) | |
| Maturity Date: | September 24, 2021 | |
| Principal Amount: | $350,000,000 | |
| Price to Public without Accrued Interest: | 103.000000% | |
| Price to Public with Accrued Interest: | 106.579514% | |
| Underwriting Discount: | 0.650% | |
| All-In Price | 105.929514% | |
| Accrued Interest | $12,528,299 | |
| Net Proceeds to Issuer: | $370,753,299 | |
| Spread to Treasury Benchmark: | 517 basis points | |
| Treasury Benchmark: | 2.00% due February 15, 2022 | |
| Treasury Yield: | 2.014% | |
| Coupon: | 7.625% | |
| Yield to Maturity: | 7.184% | |
| Interest Payment Dates: | Semi-annually on March 24 and September 24 of each year, commencing on March 24, 2012 | |
| Optional Redemption: | Make-whole redemption at the discount rate of U.S. Treasuries + 50 basis points | |
| Minimum Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Day Count Convention: | 30/360 | |
| Payment Business Days: | New York | |
| CUSIP; ISIN: | 37247DAP1; US37247DAP15 | |
| Book-Running Managers: | Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., UBS Securities LLC |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time. Each credit rating should be evaluated independently of any other credit rating. |
The issuer has filed a registration statement, including a prospectus, with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Book-Running Managers will arrange to send you the prospectus if you request it by contacting Credit Suisse Securities (USA) LLC at 1-800-221-1037, Deutsche Bank Securities Inc. at 1-800-503-4611, Goldman, Sachs & Co. at 1-866-471-2526 and UBS Securities LLC at 1-877-827-6444, extension 561-3884.