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As filed with the Securities and Exchange Commission on May 17,June 2, 2004

Registration No. 333-112009333-            



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Amendment No. 5
to
FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933


Genworth Financial, Inc.
(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
 6311
(Primary Standard Industrial
Classification Code Number)
 33-1073076
(I.R.S. Employer Identification Number)


6620 West Broad Street
Richmond, Virginia 23230
(804) 281-6000
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)



Leon E. Roday, Esq.
Senior Vice President, General Counsel and Secretary
Genworth Financial, Inc.
6620 West Broad Street
Richmond, Virginia 23230
(804) 281-6000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

Copies to:

David S. Lefkowitz, Esq.
Corey R. Chivers, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
 Alexander M. Dye, Esq.
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street
New York, New York 10019
(212) 424-8000
Bruce C. Bennett, Esq.
Covington & Burling
1330 Avenue of the Americas
New York, NY 10019
(212) 841-1000
 Richard J. Sandler, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000

        Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this Registration Statement.

        If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  / /

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  / /

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  / /

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  / /

        If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.  / /


CALCULATION OF REGISTRATION FEE


Title of Each Class of Securities to be Registered

 Proposed maximum
aggregate offering
amount(1)(2)

 Amount of
registration fee


LIBOR Floating Rate Notes due 2007 $500,000,000 $63,350

Notes due 2009 $500,000,000 $63,350

Notes due 2014 $600,000,000 $76,020

Notes due 2034 $300,000,000 $38,010

 Total $1,900,000,000 $240,730

(1)
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) promulgated under the Securities Act of 1933.

(2)
Exclusive of accrued interest, if any.

        The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.




The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS(Subject to Completion)
Issued May 17,

PROSPECTUS (Subject to Completion)
Issued June 2, 2004

145,000,000 Shares

GRAPHIC

Class A Common Stock$1,900,000,000
$                LIBOR Floating Rate Notes due 2007
$                        % Notes due 2009
$                        % Notes due 2014
$                        % Notes due 2034


        GE Financial Assurance Holdings, Inc.Interest on the notes due 2007 will be payable quarterly on            ,             ,            and            of each year, beginning on            , 2004. Interest on the selling stockholdernotes due 2009, 2014 and an indirect subsidiary2034 will be payable semi-annually on            and            of General Electric Company, is offeringeach year, beginning on             , 2004. The 2007 notes will mature on            , 2007, the 2009 notes will mature on            , 2009, the 2014 notes will mature on            , 2014 and the 2034 notes will mature on            , 2034. We may redeem some or all the 145,000,000 shares of Class A Common Stock to be sold in this offering. This is our initial public offering, and no public market currently exists for our shares. We anticipate that the initial public offering price of the sharesnotes due 2009, 2014 or 2034 at any time before maturity at the "make-whole" prices discussed under the caption "Description of the Notes—Optional Redemption."

        The notes will be between $21.00our senior obligations and $23.00 per share.

        The selling stockholder has granted the underwriters the right to purchase up to an additional 21,750,000 shares of Class A Common Stock to cover over-allotments.

        The Class A Common Stock has been approved for listing on The New York Stock Exchange under the symbol "GNW."

        Concurrentlywill rank equally with this offering, the selling stockholder is offering, by means of a separate prospectus, $600 millionall of our % Equity Units. Each Equity Unit will have a stated amount of $25 and will initially consist of a contract to purchase shares of our Class A Common Stock and an interest in a      %other unsecured senior note due 2009 issued by us. Concurrently with this offering, the selling stockholder also is offering, by means of a separate prospectus, $100 million of our      % Series A Cumulative Preferred Stock.debt.


        We will not receive any proceeds from the sale by the selling stockholder of Class A Common Stock in this offering or the Equity Units or Series A Cumulative Preferred StockInvesting in the concurrent offerings.

Investing in our Class A Common Stocknotes involves risks. See "Risk Factors" beginning on page 14.


PRICE $                      A SHARE


 
 Per Share2007
Note

Total
Per 2009
Note

Total
Per 2014
Note

Total
Per 2034
Note

 Total
Price to public %$ %$%$%$ 
Underwriting discounts and commissions %$ %$%$%$ 
Proceeds to selling stockholderGenworth (before expenses) %$ %$%$%$ 

        Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.


        The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.

        The underwriters expect to deliver the sharesnotes in book-entry form only through the facilities of Class A Common StockThe Depository Trust Company, Clearstream, Luxembourg and the Euroclear System on or about                        , 2004. Interest on the notes will accrue from            , 2004 to purchasers on                        , 2004.the date of delivery.


Morgan StanleyCitigroup Goldman, Sachs & Co.


Banc of America Securities LLC

Citigroup

Credit Suisse First Boston
Deutsche Bank Securities
Merrill Lynch & Co.
JPMorgan
UBS Investment Bank
Lehman Brothers


Blaylock & Partners, L.P.
Edward D. Jones & Co., L.P.
KeyBanc Capital Markets
Stephens Inc.


Cochran, Caronia & Co.
Fox-Pitt, Kelton
Legg Mason Wood Walker

Incorporated 


Dowling & Partners Securities
Keefe, Bruyette & Woods
Raymond James
The Williams Capital Group, L.P.

                 , 2004



TABLE OF CONTENTS

 
 Page
Prospectus Summary 1
Risk Factors 14
Forward-Looking Statements 4544
Use of Proceeds 4645
Dividend Policy 4645
Capitalization 4746
Ratio of Earnings to Fixed Charges49
Selected Historical and Pro Forma Financial Information 5150
Management's Discussion and Analysis of Financial Condition and Results of Operations 6665
Corporate Reorganization 129128
Business 132131
Regulation 212211
Management 223222

Arrangements Between GE and Our Company

 

246245
Ownership of Common Stock 274273
Description of the Notes275
Description of Capital Stock 277288
Description of Equity Units 289300
Description of Certain Indebtedness 294
Shares Eligible for Future Sale297305
Certain United States Federal Income Tax Consequences for Non-U.S. Holders of Common Stock 299307
UnderwritersUnderwriting 302309
Legal Matters 308312
Experts 308312
Additional Information 308312
Index to Financial Statements F-1
Glossary of Selected Insurance Terms G-1

i



Prospectus Summary

        This summary highlights information contained elsewhere in this prospectus and may not contain all of the information that may be important to you. You should read this entire prospectus carefully, including the information set forth in "Risk Factors," before making an investment decision.

        GRAPHIC

        We are a leading insurance company in the U.S., with an expanding international presence, serving the life and lifestyle protection, retirement income, investment and mortgage insurance needs of more than 15 million customers. We have leadership positions in key products that we expect will benefit from a number of significant demographic, governmental and market trends. We distribute our products and services through an extensive and diversified distribution network that includes financial intermediaries, independent producers and dedicated sales specialists. We conduct operations in 20 countries and have approximately 5,850 employees.

        We have the following three operating segments:


We also have a Corporate and Other segment, which consists primarily of net realized investment gains (losses), most of our interest and other financing expenses, unallocated corporate income and expenses, and the results of several small, non-core businesses that are managed outside our operating segments. For the year ended December 31, 2003 and the three months ended March 31, 2004, our Corporate and Other segment had a pro forma segment net losslosses of $8$50 million and $1 million, respectively (including pro forma segment net earningsadjustments to give effect to the increased interest expense as a result of $8 million, respectively.this offering).

        We had $12.3 billion of total stockholder's interest and $100.2 billion of total assets as of March 31, 2004, on a pro forma basis. For the year ended December 31, 2003 and the three months ended March 31, 2004, on a pro forma basis, our revenues were $9.8 billion and $2.6 billion, respectively, and our net earnings from continuing operations were $935$893 million and $266$257 million, respectively. Uponrespectively (including pro forma adjustments to give effect to the completionincreased interest expense as a result of this offering, we expect ouroffering). Our principal life insurance companies to have financial strength ratings of "AA-" (Very Strong) from S&P, "Aa3" (Excellent) from Moody's, and "A+" (Superior) from A.M. Best and we expect"AA-" (Very Strong) from Fitch, and our rated mortgage insurance companies to have financial strength ratings of "AA" (Very Strong) from S&P, "Aa2" (Excellent) from Moody's and "AA" (Very Strong) from Fitch. The "AA" and "AA-" ratings are the third- and fourth-highest of S&P's 21 ratings categories, respectively. The "Aa2" and "Aa3" ratings are the third- and fourth-highest of Moody's 21 ratings categories, respectively. The "A+" rating is the second-highest of A.M. Best's 15 ratings categories. The "AA" rating isand "AA-" ratings are the third-highestthird- and fourth-highest of Fitch's 24 ratings categories.categories, respectively.

Market Environment and Opportunities

        We believe we are well positioned to benefit from a number of significant demographic, governmental and market trends, including the following:

Competitive Strengths

        We believe the following competitive strengths will enable us to capitalize on opportunities in our targeted markets: