On September 21, 2009, Genworth Financial, Inc. (the "Company") completed the public offering (the "Offering") of 55,200,000 shares (the "Shares") of its Class A Common Stock, par value $0.001 per share (including the exercise in full of the underwriters' option to purchase up to an additional 7,200,000 shares of Class A Common Stock).

In connection with the Offering, the Company entered into an underwriting agreement (the "Underwriting Agreement"), dated September 15, 2009, with Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc., as representatives of the underwriters named therein (the "Underwriters"). Pursuant to the Underwriting Agreement, the Underwriters purchased the Shares from the Company at a price of $11.2729 per Share and offered the Shares to the public at an offering price of $11.75 per Share. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference.

On September 21, 2009, Weil, Gotshal & Manges LLP, counsel to the Company, issued an opinion to the Company regarding the validity of the securities issued and sold in the Offering. A copy of that opinion is filed as Exhibit 5.1 hereto.

The Offering was conducted pursuant to the Company's registration statement on Form S-3 (File No. 333-161562).

(d) Exhibits.

Number    Description
1.1       Underwriting Agreement, dated September 15, 2009, among Genworth
          Financial, Inc. and Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner
          & Smith Incorporated and Deutsche Bank Securities Inc., as
          representatives of the underwriters named therein.

5.1       Opinion of Weil, Gotshal & Manges LLP.