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Genworth to Begin Trading on NYSE
GE Press Release

Genworth Financial to Begin Trading on New York Stock Exchange; 145,000,000 shares of Class A Common Stock priced at $19.50 in initial public offering

FAIRFIELD, Conn. & RICHMOND, Va.--(BUSINESS WIRE)--May 24, 2004--GE and Genworth Financial, Inc. today announced the pricing of the Genworth initial public offering. The initial public offering consists of three different classes of Genworth securities:

  • 145,000,000 shares of Class A Common Stock, which has been priced at $19.50 per share. GE has granted the underwriters an option to purchase up to 21,750,000 additional shares to cover over-allotments. Trading on The New York Stock Exchange is expected to begin Tuesday, May 25 under the symbol "GNW."

  • 24,000,000 equity units at a price of $25 per unit. Each unit consists of a contract to purchase shares of Class A Common Stock in 2007, and an ownership interest in a senior note due 2009. Genworth will make quarterly contract adjustment payments under the purchase contracts of 2.16% per year of the stated amount of $25 per unit. In addition, Genworth will make quarterly interest payments on the senior notes at a rate of 3.84% per year. Trading of the units on The New York Stock Exchange is expected to begin Friday, May 28 under the symbol "GNW Pr E."

  • 2,000,000 shares of Series A Preferred Stock at a price of $50 per share. Genworth will make quarterly dividend payments on the Series A Preferred Stock at the rate of 5.25% per year of the stated liquidation preference of $50 per share.

General Electric, as the selling stockholder in these offerings, expects to receive net proceeds of approximately $2.5 to $2.9 billion. GE has stated that it intends to use its proceeds to invest in growth initiatives and reduce "parent-support debt" at GE Capital. Genworth will not receive any of the proceeds of the offerings.

Immediately after the completion of the offerings, General Electric will own approximately 70% of Genworth's common stock (66% if the underwriters' over-allotment option is exercised in full).

"It's great to see that even in this tough market we have been able to launch an IPO that ranks as one of the largest ever," said Jeffrey Immelt, Chairman and CEO of General Electric. "Headwinds from a number of external factors - from oil prices and geopolitics to interest rate uncertainties - haven't prevented investors from recognizing the opportunity that Genworth represents. The IPO will release more than $2.5 billion of equity capital and leave GE, as a very large shareholder of Genworth, with significant potential opportunities as we make an orderly reduction in GE ownership over the coming months and years. Including impact from this IPO, GE EPS guidance for 2004 remains the same, as our businesses continue to execute well and strengthen.

"In 2003, we announced major portfolio changes which would each address GE's future in different ways. With Amersham, NBC Universal and now Genworth we have completed three transformational moves in a single quarter. We're in a terrific position for the future."

Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. are the joint book-running managers for all three offerings.

Registration statements relating to these public offerings were filed with and declared effective by the Securities and Exchange Commission. Each of the offerings is being made solely by means of a prospectus. This release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Copies of the final prospectuses, when they become available, may be obtained from Morgan Stanley, Attn: Prospectus Department, 1585 Broadway, New York, New York 10036, tel. (212) 761-4000, or Goldman, Sachs & Co., Attn: Prospectus Department, 85 Broad Street, New York, New York 10004, tel. (212) 902-1171.

About Genworth Financial

Genworth Financial (NYSE: GNW) is a leading insurance company in the United States, serving the lifestyle protection, retirement income, investment and mortgage insurance needs of more than 15 million customers in 20 countries including the U.S., Canada, Australia, and more than a dozen European countries.

About GE

GE (NYSE: GE) is a diversified technology and services company dedicated to creating products that make life better. From aircraft engines and power generation to financial services, medical imaging, television programming and plastics, GE operates in more than 100 countries and employs more than 300,000 people worldwide. For more information, visit the company's Web site at www.ge.com.

Caution Concerning Forward-Looking Statements

This document includes certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to our plans, objectives, expectations and intentions and other statements contained in this report that are not historical facts as well as statements identified by words such as "expects", "anticipates", "intends", "plans", "believes", "seeks", "estimates" or words of similar meaning. These statements are based on our current beliefs or expectations and are inherently subject to significant uncertainties and changes in circumstances, many of which are beyond our control. Actual results may differ materially from these expectations due to changes in global political, economic, business, competitive, market and regulatory factors.

Contact Information:
General Electric, Fairfield
Peter Stack, 203-373-2283
peter.stack@corporate.ge.com

or
Genworth Financial, Inc., Richmond
Jean Peters, 804-662-2693
jean.peters@genworth.com