GENWORTH FINANCIAL, INC. (NYSE:GNW) Files An 8-K Other Events

Item8.01 Other Events

On January25, 2017, Genworth Financial, Inc. (Genworth)
filed a definitive proxy statement on Schedule 14A (the
Definitive Proxy Statement) with the Securities and
Exchange Commission (the SEC) in connection with the
solicitation of proxies for a special meeting of Genworths
stockholders to be held on March7, 2017, where, among other
things, stockholders will vote on a proposal to adopt the
Agreement and Plan of Merger, dated as of October21, 2016 (as it
may be amended from time to time in accordance with its terms) by
and among Genworth, Asia Pacific Global Capital Co., Ltd.
(Asia Pacific) and Asia Pacific Global Capital USA
Corporation, an indirect, wholly owned subsidiary of Asia
Pacific. On February24, 2017, Genworth filed a current report on
a Form 8-K supplementing the Definitive Proxy Statement with
certain amended and supplemental disclosures (Supplement No. 1
to the Definitive Proxy Statement). Genworth is electing to
make further supplemental disclosures to the Definitive Proxy
Statement as set forth below.

SUPPLEMENT NO. 2 TO DEFINITIVE PROXY STATEMENT

This supplemental information should be read in conjunction
with the Definitive Proxy Statement and Supplement No. 1 to the
Definitive Proxy Statement which should be read in their
entirety. Page references in the below disclosures are to the
Definitive Proxy Statement, and defined terms used but not
defined herein have the meanings set forth in the Definitive
Proxy Statement (as amended and supplemented by Supplement No.1
to the Definitive Proxy Statement). Without admitting in any way
that the disclosures below are material or otherwise required by
law, Genworth makes the following amended and supplemental
disclosures.

The section of the Definitive Proxy Statement entitled:
The MergerCertain Genworth Unaudited Financial Projections is
amended and supplemented as follows:

The disclosure in first two full sentences on page 87 of the
Definitive Proxy Statement is amended and restated as follows:

After each of these discussions, changes were made to a number of
the assumptions used in the preparation of the September
projections, including less conservative assumptions relating to
future interest rates but also ratings downgrades and the related
impact on US MIs market share. Specifically,an estimated tax
valuation allowance of $300 million and the potential increase in
LTC insurance claim reserves that could be recorded in the third
quarter were assumed, in the absence of an extraordinary
transaction such as the merger, to result in a subsequent
downgrading by SP of Genworth Holdings; additionally, US MIs SP
ratings were assumed to be downgraded by one or two notches, with
a resulting negative impact on US MIs market share, the assumed
future interest rates were increased to reflect then-current
interest rates and certain third-party estimates, and the assumed
price per share to be received in the sale of Genworth Canada was
decreased to reflect the reduction in Genworth Canadas per share
trading price after September25, 2016.

The disclosure on page 87 of the Definitive Proxy Statement is
amended and supplemented to add the following sentence after the
third full sentence on such page:

The net effect of Genworths managements revisions to the
September projections and the assumptions underlying those
projections, between September25, 2016 and October14, 2016,
included, among other things, (i)an increase in the amount of
Genworth Holdings debt that would remain outstanding over the
projected period ending December31, 2021, (ii)an increase in
corporate and other expenses in each fiscal year ending
December31, 2016 through 2021 (due in part to higher debt levels
during the projected period), (iii)an increase in consolidated
non-GAAP operating earnings per share, and operating income, for
each fiscal year ending December31, 2017 and 2018 and (iv)a
decrease in consolidated non-GAAP operating earnings per share,
and operating income, for each fiscal year ending December31,
2019, 2020 and 2021.

The disclosure in footnote 2 to the table appearing on page 89 of
the Definitive Proxy Statement titled Financial Metrics under the
section titled Summary of Genworths Management Base Forecast
thereof (and restated in its entirety, without modification, in
Supplement No.1 to the Definitive Proxy Statement) is amended and
restated as follows:

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The disclosure in Supplement No.1 of the Definitive Proxy
Statement, which amended and restated the section of the
Definitive Proxy Statement entitled: SummaryLitigation Related to
the Merger (see page 102) on page 13 of the Definitive Proxy
Statement is amended and supplemented by adding the following two
sentences after the last sentence of the second paragraph
thereof:

On February26, 2017, defendants filed an opposition to the
preliminary injunction motion in the Rosenfeld Family Trust
action. On February27, 2017, the parties in the Rosenfeld Family
Trust action reached an agreement in principle to resolve the
pending preliminary injunction motion in the Rosenfeld Family
Trust action through additional disclosure prior to the March7,
2017 stockholder vote on the merger, and the plaintiff in the
Rosenfeld Family Trust action withdrew its preliminary injunction
motion in consideration of the agreed disclosures to be filed in
this Form 8-K by February28, 2017.

The disclosure in Supplement No.1 to the Definitive Proxy
Statement, which amended and restated the section of the
Definitive Proxy Statement entitled: The MergerLitigation Related
to the Merger on page 102 is amended and supplemented by adding
the following two sentences after the last sentence of the second
paragraph thereof:

Litigation Related to the Merger

On February26, 2017, defendants filed an opposition to the
preliminary injunction motion in the Rosenfeld Family Trust
action. On February27, 2017, the parties in the Rosenfeld Family
Trust action reached an agreement in principle to resolve the
pending preliminary injunction motion in the Rosenfeld Family
Trust action through additional disclosure prior to the March7,
2017 stockholder vote on the merger, and the plaintiff in the
Rosenfeld Family Trust action withdrew its preliminary injunction
motion in consideration of the agreed disclosures to be filed in
this Form 8-K by February28, 2017.

Important Information About the Transaction and Where to
Find It

This communication may be deemed to be solicitation material in
respect of the transaction. On January25, 2017, Genworth filed
the Definitive Proxy Statement with the SEC in connection with
the solicitation of proxies for a special meeting to be held on
March7, 2017. The Definitive Proxy Statement and a proxy card
have been mailed to each stockholder of Genworth entitled to vote
at the meeting. Genworth stockholders are urged to read
the Definitive Proxy Statement (including Supplement No.1 to the
Definitive Proxy Statement and any and all other amendments and
supplements to the Definitive Proxy Statement) and all other
relevant documents which Genworth will file with the SEC when
they become available, because they will contain important
information about the proposed transaction and related
matters. Stockholders will also be able to obtain copies
of the Definitive Proxy Statement, without charge, when
available, at the SECs website at www.sec.gov or by contacting
the investor relations department of Genworth at the following:

[email protected]

Participants in the Solicitation

Genworth and its directors and executive officers may be deemed
to be participants in the solicitation of proxies of Genworths
stockholders in connection with the proposed transaction.
Genworths stockholders may obtain, without charge, more detailed
information regarding such interested participants in the
Definitive Proxy Statement, Genworths Annual Report on Form 10-K
filed with the SEC on February27, 2017, any Statements of Changes
in Beneficial Ownership on Form 4 of such participants, filed
with the SEC, and certain other documents to be filed with the
SEC in connection with the proposed transaction.

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Cautionary Note Regarding Forward-Looking
Statements

This communication includes certain statements that may
constitute forward-looking statements within the meaning of the
federal securities laws, including Section27A of the Securities
Act of 1933, as amended, and Section21E of the Securities
Exchange Act of 1934, as amended. Forward-looking statements may
be identified by words such as expects, intends, anticipates,
plans, believes, seeks, estimates, will or words of similar
meaning and include, but are not limited to, statements regarding
the outlook for the companys future business and financial
performance. Forward-looking statements are based on managements
current expectations and assumptions, which are subject to
inherent uncertainties, risks and changes in circumstances that
are difficult to predict. Actual outcomes and results may differ
materially from those in the forward-looking statements and
factors that may cause such a difference include, but are not
limited to, risks and uncertainties related to: (i)the risk that
the transaction may not be completed in a timely manner or at
all, which may adversely affect Genworths business and the price
of Genworths common stock; (ii)the ability of the parties to
obtain stockholder and regulatory approvals, or the possibility
that they may delay the transaction or that materially burdensome
or adverse regulatory conditions may be imposed in connection
with any such regulatory approvals; (iii)the risk that a
condition to closing of the transaction may not be satisfied;
(iv)potential legal proceedings that may be instituted against
Genworth following announcement of the transaction; (v)the risk
that the proposed transaction disrupts Genworths current plans
and operations as a result of the announcement and consummation
of the transaction; (vi)potential adverse reactions or changes to
Genworths business relationships with clients, employees,
suppliers or other parties or other business uncertainties
resulting from the announcement of the transaction or during the
pendency of the transaction, including but not limited to such
changes that could affect Genworths financial performance;
(vii)certain restrictions during the pendency of the transaction
that may impact Genworths ability to pursue certain business
opportunities or strategic transactions; (viii)continued
availability of capital and financing to Genworth before the
consummation of the transaction; (ix)further rating agency
actions and downgrades in Genworths financial strength ratings;
(x)changes in applicable laws or regulations; (xi)Genworths
ability to recognize the anticipated benefits of the transaction;
(xii)the amount of the costs, fees, expenses and other charges
related to the transaction; (xiii)the risks related to diverting
managements attention from Genworths ongoing business operations;
(xiv)the impact of changes in interest rates and political
instability; and (xv)other risks and uncertainties described in
the Proxy Statement and Genworths Annual Report on Form 10-K,
filed with the SEC on February27, 2017. Unlisted factors may
present significant additional obstacles to the realization of
forward-looking statements. Consequences of material differences
in results as compared with those anticipated in the
forward-looking statements could include, among other things,
business disruption, operational problems, financial loss, legal
liability to third parties and similar risks, any of which could
have a material adverse effect on Genworths consolidated
financial condition, results of operations, credit rating or
liquidity. Accordingly, forward-looking statements should not be
relied upon as representing Genworths views as of any subsequent
date, and Genworth does not undertake any obligation to update
forward-looking statements to reflect events or circumstances
after the date they were made, whether as a result of new
information, future events or otherwise, except as may be
required under applicable securities laws.

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About GENWORTH FINANCIAL, INC. (NYSE:GNW)

Genworth Financial, Inc. provides mortgage insurance products. The Company operates through five segments: U.S. Mortgage Insurance, Canada Mortgage Insurance, Australia Mortgage Insurance, U.S. Life Insurance and Runoff. Its U.S. Mortgage Insurance offers mortgage insurance products insuring prime-based, individually underwritten residential mortgage loans in the United States. Its Canada Mortgage Insurance segment offers flow mortgage insurance and also provides bulk mortgage insurance that aids in the sale of mortgages to the capital markets and helps lenders manage capital and risk in Canada. Its Australia Mortgage Insurance segment offers flow mortgage insurance and provides bulk mortgage insurance in Australia. Its U.S. Life Insurance offers long-term care insurance products in the United States. Its Runoff segment includes the results of non-strategic products, which are no longer sold.

GENWORTH FINANCIAL, INC. (NYSE:GNW) Recent Trading Information

GENWORTH FINANCIAL, INC. (NYSE:GNW) closed its last trading session 00.00 at 4.09 with 4,278,835 shares trading hands.