Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

May 19, 2008

Date of Report

(Date of earliest event reported)

LOGO

GENWORTH FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-32195

33-1073076

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification No.)


6620 West Broad Street, Richmond, VA		23230
(Address of principal executive offices)		(Zip Code)

(804) 281-6000

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On May 22, 2008, Genworth Financial, Inc. (the “Company”) completed a public offering of $600 million aggregate principal amount of the Company’s 6.515% Senior Notes due 2018 (the “Notes”). The Notes are governed by an Indenture, dated as of June 15, 2004 (the “Base Indenture”), as supplemented by Supplemental Indenture No. 1, dated as of June 15, 2004 (“Supplemental Indenture No. 1”), Supplemental Indenture No. 2, dated as of September 19, 2005 (“Supplemental Indenture No. 2”), Supplemental Indenture No. 3, dated as of June 12, 2007 (“Supplemental Indenture No. 3”), and Supplemental Indenture No. 4, dated as of May 22, 2008 (“Supplemental Indenture No. 4”), each between the Company and The Bank of New York Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A.), as trustee (as so supplemented, the “Indenture”).

The Notes are unsecured and unsubordinated obligations of the Company and rank equally with all of the Company’s existing and future unsecured and unsubordinated obligations. Interest on the Notes will be payable semiannually in arrears on May 22 and November 22 of each year beginning on November 22, 2008.

The Company may redeem all or a portion of the Notes at its option at any time or from time to time at a redemption price equal to the greater of:

•

100% of the principal amount plus accrued and unpaid interest to, but excluding, the redemption date; and

•

the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of interest accrued to the redemption date) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Indenture) plus 40 basis points, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the redemption date.

The net proceeds of this offering were approximately $597 million. The Company intends to use the net proceeds of this offering for general corporate purposes.

The Notes were offered and sold by the Company pursuant to its registration statement on Form S-3 (File No. 333-138437).

The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture and Supplemental Indenture No. 1, which are filed as Exhibits 4.10 and 4.11 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed on March 1, 2005; to the full text of Supplemental Indenture No. 2, which is filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on September 19, 2005; to the full text of Supplemental Indenture No. 3, which is filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on June 13, 2007; and to the full text of Supplement Indenture No. 4, which is filed as Exhibit 4.1 hereto. Each of the foregoing documents is incorporated by reference herein.

Item 8.01. Other Events.

The Notes were issued pursuant to an underwriting agreement (the “Underwriting Agreement”), dated as of May 19, 2008, between the Company and Deutsche Bank Securities Inc., Morgan Stanley & Co. Incorporated and UBS Securities LLC, as underwriters (the “Underwriters”). Pursuant to the Underwriting Agreement and subject to the terms and conditions expressed therein, the Company agreed to sell the Notes to the Underwriters, and the Underwriters agreed to purchase the Notes for resale to the public. The Company sold the Notes to the Underwriters at an issue price of 99.55% of the principal amount thereof, and the Underwriters offered the Notes to the public at a price of 100.00% of the principal amount thereof.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

The following are filed as exhibits to this report:


Number		Description
1.1		Underwriting Agreement, dated May 19, 2008, between Genworth Financial, Inc., and Deutsche Bank Securities Inc., Morgan Stanley & Co. Incorporated and UBS Securities LLC, as underwriters.

4.1		Supplemental Indenture No. 4, dated as of May 22, 2008, between Genworth Financial, Inc. and The Bank of New York Trust Company, N.A., as trustee.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 22, 2008


GENWORTH FINANCIAL, INC.

By:		/s/ Patrick B. Kelleher
		Patrick B. Kelleher
		Senior Vice President – Chief Financial Officer

EXHIBIT INDEX


Number		Description
1.1		Underwriting Agreement, dated May 19, 2008, between Genworth Financial, Inc., and Deutsche Bank Securities Inc., Morgan Stanley & Co. Incorporated and UBS Securities LLC, as underwriters.

4.1		Supplemental Indenture No. 4, dated as of May 22, 2008, between Genworth Financial, Inc. and The Bank of New York Trust Company, N.A., as trustee.