1276520--2/28/2008--GENWORTH_FINANCIAL

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{loss, insurance, financial}

{loan, real, estate}

{operation, international, foreign}

{regulation, government, change}

{competitive, industry, competition}

{tax, income, asset}

{financial, litigation, operation}

{capital, credit, financial}

{condition, economic, financial}

{operation, natural, condition}

{system, service, information}

{debt, indebtedness, cash}

{stock, price, share}

{provision, law, control}

{product, liability, claim}

Risks Relating to Our Businesses Interest rate fluctuations could adversely affect our business and profitability. Downturns and volatility in equity and credit markets could adversely affect our business and profitability. A downgrade or a potential downgrade in our financial strength or credit ratings could result in a loss of business and adversely affect our financial condition and results of operations. If our reserves for future policy claims are inadequate, we may be required to increase our reserve liabilities, which could adversely affect our results of operations and financial condition. As a holding company, we depend on the ability of our subsidiaries to transfer funds to us to pay dividends and to meet our obligations. Intense competition could negatively affect our ability to maintain or increase our market share and profitability. Reinsurance may not be available, affordable or adequate to protect us against losses. If the counterparties to our reinsurance arrangements or to the derivative instruments we use to hedge our business risks default or fail to perform, we may be exposed to risks we had sought to mitigate, which could adversely affect our financial condition and results of operations. Our insurance businesses are heavily regulated, and changes in regulation may reduce our profitability and limit our growth. Our outsourcing arrangements could be adversely affected by changes in the political or economic stability of India or government policies in India, the U.S. or Europe. Legal and regulatory investigations and actions are increasingly common in the insurance business and may result in financial losses and harm our reputation. Our computer systems may fail or their security may be compromised, which could damage our business and adversely affect our financial condition and results of operation. The occurrence of natural or man-made disasters or a disease pandemic could adversely affect our financial condition and results of operation. Risks Relating to Our Retirement and Protection Segment We may face losses if morbidity rates, mortality rates or unemployment rates differ significantly from our pricing expectations. We may be required to accelerate the amortization of deferred acquisition costs and the present value of future profits, which would increase our expenses and reduce profitability. We may be required to recognize impairment in the value of our goodwill, which would increase our expenses and reduce our profitability. Our reputation in the long-term care insurance market may be adversely affected by the announced rate action on our in-force long-term care insurance products. Medical advances, such as genetic research and diagnostic imaging, and related legislation could adversely affect the financial performance of our life insurance, long-term care insurance and annuities businesses. We may face losses if there are significant deviations from our assumptions regarding the future persistency of our insurance policies and annuity contracts. Regulations XXX and AXXX may have an adverse effect on our financial condition and results of operations by requiring us to increase our statutory reserves for term and universal life insurance or incur higher operating costs. If demand for long-term care insurance either declines or remains flat, we may not be able to execute our strategy to expand our long-term care insurance business. Risks Relating to Our International Segment We have significant operations internationally that could be adversely affected by changes in political or economic stability or government policies where we operate. Fluctuations in foreign currency exchange rates and international securities markets could negatively affect our profitability. We may face losses if unemployment rates differ significantly from our pricing expectations. A deterioration in economic conditions or a decline in home price appreciation may adversely affect our loss experience in mortgage insurance. Our claims expenses would increase and our results of operations would suffer if the rate of defaults on mortgages covered by our mortgage insurance increases or the severity of such defaults exceeds our expectations. A significant portion of our international mortgage insurance risk in-force consists of loans with high loan-to-value ratios, which generally result in more and larger claims than loans with lower loan-to-value ratios. Our international mortgage insurance business is subject to substantial competition from government-owned and government-sponsored enterprises in our mortgage insurance business, and this may put us at a competitive disadvantage on pricing and other terms and conditions. Changes in regulations could affect our international operations significantly and could reduce the demand for mortgage insurance. If the European and other mortgage insurance markets do not grow as we expect, we will not be able to execute our strategy to expand our business into these markets. Risks Relating to Our U.S. Mortgage Insurance Segment Our claims expenses and loss reserves have increased in recent periods and could continue to increase if the rate of defaults on mortgages covered by our mortgage insurance continues to increase, and in some cases we expect that paid claims and loss reserves will increase. A deterioration in economic conditions or a decline in home price appreciation may adversely affect our loss experience in mortgage insurance. Fannie Mae, Freddie Mac and a small number of large mortgage lenders exert significant influence over the U.S. mortgage insurance market. A decrease in the volume of high loan-to-value home mortgage originations or an increase in the volume of mortgage insurance cancellations could result in a decline in our revenue. The amount of mortgage insurance we write could decline significantly if alternatives to private mortgage insurance are used or lower coverage levels of mortgage insurance are selected. We cede a portion of our U.S. mortgage insurance business to mortgage reinsurance companies affiliated with our mortgage lending customers, and this could reduce our profitability. We compete with government-owned and government-sponsored enterprises in our U.S. mortgage insurance business, and this may put us at a competitive disadvantage on pricing and other terms and conditions. Changes in regulations that affect the U.S. mortgage insurance business could affect our operations significantly and could reduce the demand for mortgage insurance. Our U.S. mortgage insurance business could be adversely affected by legal actions under RESPA. Potential liabilities in connection with our U.S. contract underwriting services could have an adverse effect on our financial condition and results of operations. We have agreed to make payments to GE based on the projected amounts of certain tax savings we expect to realize as a result of the IPO. We will remain obligated to make these payments even if we do not realize the related tax savings and the payments could be accelerated in the event of certain changes in control. Provisions of our certificate of incorporation and by-laws and our Tax Matters Agreement with GE may discourage takeover attempts and business combinations that stockholders might consider in their best interests.

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1276520--2/28/2008--GENWORTH_FINANCIAL_INC