The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

Name of Issuer:

Genworth Financial, Inc. (the “Issuer”)

Address of Issuer’s Principal Executive Offices:

6620 West Broad Street, Richmond, Virginia 23230

Name of Person Filing:

This statement is being filed by the following persons with respect to the shares of Class A common stock (“Common Stock”) of the Issuer directly owned by Highfields Capital I LP (“Highfields I”), Highfields Capital II LP (“Highfields II”) and Highfields Capital III L.P. (“Highfields III” and, together with Highfields I and Highfields II, the “Funds”):

(i)

Highfields Capital Management LP, a Delaware limited partnership (“Highfields Capital Management”) and investment manager to each of the Funds;

(ii)

Highfields GP LLC, a Delaware limited liability company (“Highfields GP”) and the General Partner of Highfields Capital Management;

(iii)

Highfields Associates LLC, a Delaware limited liability company (“Highfields Associates”) and the General Partner of the Funds;

(iv)

Jonathon S. Jacobson, the Managing Member of Highfields GP and the Senior Managing Member of Highfields Associates;

(vi)

Highfields I, a Delaware limited partnership;

(vii)

Highfields II, a Delaware limited partnership; and

(viii)

Highfields III, an exempted limited partnership organized under the laws of the Cayman Islands.

Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson, Highfields I, Highfields II and Highfields III are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

Address of Principal Business Office or, if None, Residence:

Address for Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson, Highfields I and Highfields II:

c/o Highfields Capital Management LP

John Hancock Tower

200 Clarendon Street, 59th Floor

Boston, Massachusetts 02116

Shared power to vote or to direct the vote: —0—

Sole power to dispose or to direct the disposition of: 5,312,026

Shared power to dispose or to direct the disposition of: —0—

Amount beneficially owned: 23,868,203 shares of Common Stock

Percent of class: 4.9%

Number of shares as to which such person has:

Sole power to vote or to direct the vote: 23,868,203

Shared power to vote or to direct the vote: —0—

Sole power to dispose or to direct the disposition of: 23,868,203

Shared power to dispose or to direct the disposition of: —0—

Ownership of Five Percent or Less of a Class.

Not applicable.

Ownership of More than Five Percent on Behalf of Another Person.

The shares of Common Stock beneficially owned by Highfields Capital Management, Highfields GP, Highfields Associates, and Mr. Jacobson are directly owned by the Funds. Highfields Capital Management serves as the investment manager to each of the Funds. Each of Highfields Capital Management, Highfields GP, Highfields Associates, and Mr. Jacobson has the power to direct the receipt of dividends from or the proceeds from the sale of the shares of Common Stock owned by the Funds.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Identification and Classification of Members of the Group.

See Exhibit 2 attached hereto.

Each Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by the other Reporting Persons.

Notice of Dissolution of Group.

Not applicable.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.