SEC Division of Corporation Finance no-action letter: Genworth Financial, Inc.

Weil, Gotshal &Manges LLP
767 Fifth Avenue
New York, NY 10153-0119
+12123108000tel
+1 212 310 8007 fax
David S. Lefkowitz
+1 (212) 310-8850
March 25, 2013 david.lefkowitz@weil.com
Securities Act of 1933
Section 2(a)(3)
Rules 144 and 414
Forms S-3 and S-8
Securities Exchange Act of 1934
Section 12(b)
Rules 12b-2, 12g-3 and 14a-1
Trust Indenture Act
Section 303
Office ofChief Counsel
Division ofCorporation Finance
Securities and Exchange Commission
Mail Stop 4561
100 F Street, N.E.
Washington, DC 20549
Attention: Charles Kwon, Esq.
Re: Genworth Financial, Inc. -Delaware Holding Company Reorganization Ladies and Gentlemen:
We are acting as counsel for Genworth Financial, Inc., a Delaware corporation (the "Company"), in requesting no-action relief or interpretative advice, as appropriate, from the Office ofChief Counsel, Division of Corporation Finance (the "Division") ofthe Securities and Exchange Commission (the "Commission") with respect to a number of succession-related issues under the Securities Act of 1933, as amended (the "Securities Acf'), the Securities Exchange Act of 1934, as amended (the "Exchange Acf'), and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Acf'), arising from the proposed plan to reorganize the Company's operations into a new holding company structure. To effect the reorganization, the Company has formed Sub XLVI, Inc., a Delaware corporation and direct, wholly-owned subsidiary of the Company ("New Parent'), and, in tum has caused New Parent to form Sub XLII, Inc., a Delaware corporation and direct, wholly-owned subsidiary ofNew US_ACTIVE 14422509012\4 7602.0037