United States securities and exchange commission logo





                             October 13, 2020

       Evan Stolove
       Senior Vice President and General Counsel
       Genworth Mortgage Holdings, Inc.
       8325 Six Forks Road
       Raleigh, NC 27615

                                                        Re: Genworth Mortgage
Holdings, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted September
15, 2020
                                                            CIK No. 0001823529

       Dear Mr. Stolove:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1

       Our Parent and Principal Stockholder, page 8

   1.                                                   Please briefly discuss
here your expected relationship with your parent company after the
                                                        offering and discuss
your status as a    controlled company    and whether you plan to rely
                                                        on the    controlled
company    exemptions from certain corporate governance
                                                        requirements. Please
also briefly summarize the potential conflicts of interest associated
                                                        with having a
controlling shareholder and the ability to your parent to control the outcome
                                                        of matters put to a
stockholder vote. Further, consistent with your disclosure on page 51,
                                                        clarify here that your
parent has substantial leverage and depends on you as a source of
                                                        liquidity. In addition,
briefly discuss your parent's proposed transaction with China
                                                        Oceanwide.
 Evan Stolove
FirstName LastNameEvan Stolove
Genworth Mortgage Holdings, Inc.
Comapany
October 13,NameGenworth
            2020        Mortgage Holdings, Inc.
October
Page 2 13, 2020 Page 2
FirstName LastName
If we are unable to continue to meet the requirements mandated by PMIERs, page
19

2.       We note that in connection with and subsequent to the issuance of your
$750 million
         aggregate principal amount of the 2025 Senior Notes, you have been
engaged in
         discussions with the GSEs and FHFA to address certain GSE objectives,
and that as part
         of these discussions, you have committed in principle to initially
retain $300 million of the
         net proceeds from the offering of your 2025 Senior Notes for general
corporate purposes.
         Please confirm that you will update your disclosure to detail any
additional terms or
         commitments that derive from these ongoing discussions, and also
clarify what is meant
         by "initially" retain $300 million of the net proceeds. Confirm that
you will also update to
         disclose any material details or conditions that derive from the plan
you intend to submit
         to the GSEs, and disclose when you expect to submit the plan.
Results of Operations and Key Metrics, page 81

3.       Please revise to provide percentage changes for line items currently
labeled as NM, or tell
         us why these changes are deemed to be not meaningful, especially for
key metrics such as
         new delinquencies as disclosed on page 72 and losses incurred as
disclosed on page
         83 that increased significantly in the periods presented.
Delinquent Loans and Claims, page 92

4.       We note your reserves as a percentage of RIF decreased from 34% in
2018 to 27% in
         2019 to 12% in the 6 months ended June 30, 2020. Please revise your
next amendment to
         provide more fulsome disclosure explaining the material changes from
period-to-period
         and how this ratio is used by management when determining direct case
reserves.
Sales and Marketing, page 119

5.       Please identify here the separate entity you launched in 2019 to
insure pool transactions as
         well as primary policies that are not intended for sale to the GSEs.
Credit Risk Transfer, page 123

6.       We note that your traditional reinsurance coverage is provided by a
panel of reinsurance
         partners. To the extent any particular third-party reinsurer or
reinsurance program is
         material, please identify the company or companies from whom you
acquired reinsurance
         and file any related agreements as exhibits. Please also file any
material agreements in
         connection with your inaugural MILN transaction with Triangle Re or
advise.
Cybersecurity, page 127

7.       We note your disclosure that your chief information officer and chief
information security
         officer, together with your compliance organization, ensure the
requirements of your
         information security program satisfy applicable legal and regulatory
requirements. To the
         extent cybersecurity risks are material to your business, please also
disclose here or under
 Evan Stolove
FirstName LastNameEvan Stolove
Genworth Mortgage Holdings, Inc.
Comapany
October 13,NameGenworth
            2020        Mortgage Holdings, Inc.
October
Page 3 13, 2020 Page 3
FirstName LastName
         another appropriately captioned section the nature of the board   s
role in overseeing your
         cybersecurity risk management, the manner in which the board
administers this oversight
         function and any effect this has on the board   s leadership
structure.
Investment Portfolio, page 128

8.       Please disclose the material terms of your investment management
agreement with your
         parent, including the compensation structure with and historical fees
paid for investment
         management services, and file the investment management agreement as
an exhibit or tell
         us why it is not required to be filed. We also note that for certain
asset classes you utilize
         external asset management. If material, disclose the terms of any such
asset management
         agreements and filed them as exhibits.
Exclusive Forum, page 159

9.       We note your disclosure here that the exclusive forum provisions do
not apply to claims
         under the Securities Act or the Exchange Act. Please also ensure that
the exclusive forum
         provision in the governing documents states this clearly, or tell us
how you will inform
         investors in future filings that the provision does not apply to any
actions arising under the
         Securities Act or Exchange Act.
Notes to Consolidated Financial Statements Years Ended December 31, 2019 and
2018
Note 1. Nature of business and organization structure
Premiums, page F-9

10.      We note that you record a liability and reduction to net earned
premiums for post-
         delinquent premiums you expect to refund. Given the increase in
delinquencies during the
         six months ended June 30, 2020, please include a rollforward of the
liability in your next
         amendment for the periods presented.
General

11.      Please provide us with copies of all written communications, as
defined in Rule 405 under
         the Securities Act, that you, or anyone authorized to do so on your
behalf have presented
         or expect to present to potential investors in reliance on Section
5(d) of the Securities Act,
         whether or not you retained, or intend to retain, copies of those
communications. Please
         contact John Stickel at the phone number below to discuss how to
submit the materials.
12.      Please provide us with copies of any additional graphics, maps,
photographs, and related
         captions or other artwork including logos that you intend to use in
the prospectus. Please
         keep in mind, in scheduling printing and distributing of the
preliminary prospectus,
         that we may have comments after reviewing the materials.

        You may contact David Irving, Staff Accountant, at (202) 551-3321 or
Sharon Blume,
Accounting Branch Chief, at (202) 551-3474 if you have questions regarding
comments on the
financial statements and related matters. Please contact John Stickel,
Attorney-Advisor, at (202)
 Evan Stolove
Genworth Mortgage Holdings, Inc.
October 13, 2020
Page 4

551-3324 or J. Nolan McWilliams, Attorney-Advisor, at (202) 551-3217 with any
other
questions.



                                                         Sincerely,
FirstName LastNameEvan Stolove
                                                         Division of
Corporation Finance
Comapany NameGenworth Mortgage Holdings, Inc.
                                                         Office of Finance
October 13, 2020 Page 4
cc:       Michael Schiavone
FirstName LastName