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UNITED STATED

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the quarterly period ended September 30, 2003



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from  to



Commission file number 0-23375



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GE Financial Assurance Holdings, Inc.

(Exact name of registrant as specified in its charter)



|Delaware                                                       |  | 54-1829180                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|6604 West Broad Street, Richmond, Virginia                     |  | 23230                               
|(Address of principal executive offices)                       |  | (Zip Code)                          



(804) 281-6000

(Registrants telephone number, including area code)



---



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x  No ̈



Indicate by check mark whether the registrant is an accelerated filed (as defined in Rule 12b-2 of the Act).  Yes ̈No  x



At October 31, 2003, 1,000 shares of common stock with a par value of $1.00 were outstanding. The common stock of GE Financial Assurance Holdings,
Inc. is not publicly traded.



REGISTRANT MEETS THE
CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM 10-Q WITH THE REDUCED DISCLOSURE FORMAT.



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##### Table of Contents

TABLE OF CONTENTS



|                                |  |                                                                                       |  | Page
|------------------------------- |  | ------------------------------------------------------------------------------------- |  | ----
|PART I  FINANCIAL INFORMATION. |  |                                                                                      
|                                |  |                                                                                      
|Item 1.                         |  | Financial Statements                                                                  |  | 1   
|                                |  |                                                                                      
|Item 2.                         |  | Managements Discussion and Analysis of Results of Operations and Financial Condition |  | 10  
|                                |  |                                                                                      
|Item 4.                         |  | Controls and Procedures                                                               |  | 13  
|                                | 
|PART II  OTHER INFORMATION.    |  |                                                                                      
|                                |  |                                                                                      
|Item 1.                         |  | Legal Proceedings                                                                     |  | 14  
|                                |  |                                                                                      
|Item 6.                         |  | Exhibits and Reports on Form 8-K                                                      |  | 15  
|                                | 
|Signatures                      |  | 16                                                                                   
|                                | 
|Certifications                  |  | 18                                                                                   



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##### Table of Contents

PART 1  FINANCIAL INFORMATION



Item 1. Financial Statements



GE FINANCIAL ASSURANCE HOLDINGS, INC. AND SUBSIDIARIES



Condensed, Consolidated Statements of Current and Retained Earnings

(Dollar amounts in millions)

(Unaudited)



|                                                                                                        |  | Three MonthsEndedSeptember 30, |       |   | Nine MonthsEndedSeptember 30, |  
|------------------------------------------------------------------------------------------------------- |  | ------------------------------ | ----- | - | ----------------------------- | -
|                                                                                                        |  | 2003                           |       |   | 2002                          |  
|Revenues:                                                                                               |  |                                |       |   |                               |  
|Premiums                                                                                                |  | $                              | 1,568 |   |                               | $
|Net investment income                                                                                   |  |                                | 1,046 |   |                               |  
|Net realized investment gains (losses)                                                                  |  |                                | (11   | ) |                               |  
|Other income                                                                                            |  |                                | 380   |   |                               |  
|                                                                                                        |  |                                |       |   |                               |  
|Total revenues                                                                                          |  |                                | 2,983 |   |                               |  
|                                                                                                        |  |                                |       |   |                               |  
|Benefits and expenses:                                                                                  |  |                                |       |   |                               |  
|Benefits and other changes in policy reserves                                                           |  |                                | 1,559 |   |                               |  
|General expenses                                                                                        |  |                                | 755   |   |                               |  
|Interest credited                                                                                       |  |                                | 425   |   |                               |  
|Amortization of intangibles                                                                             |  |                                | 63    |   |                               |  
|Change in deferred acquisition costs, net                                                               |  |                                | (210  | ) |                               |  
|Interest expense                                                                                        |  |                                | 43    |   |                               |  
|                                                                                                        |  |                                |       |   |                               |  
|Total benefits and expenses                                                                             |  |                                | 2,635 |   |                               |  
|                                                                                                        |  |                                |       |   |                               |  
|Earnings before income taxes, minority interest and cumulative effect of change in accounting principle |  |                                | 348   |   |                               |  
|                                                                                                        |  |                                |       |  
|Provision for income taxes                                                                              |  |                                | (225  | ) |                               |  
|                                                                                                        |  |                                |       |   |                               |  
|Earnings before minority interest and cumulative effect of change in accounting principle               |  |                                | 123   |   |                               |  
|                                                                                                        |  |                                |       |  
|Minority interest                                                                                       |  |                                | (1    | ) |                               |  
|                                                                                                        |  |                                |       |   |                               |  
|Earnings before cumulative effect of change in accounting principle                                     |  |                                | 122   |   |                               |  
|                                                                                                        |  |                                |       |  
|Cumulative effect of change in accounting principle, net of tax                                         |  |                                |      |   |                               |  
|                                                                                                        |  |                                |       |   |                               |  
|Net earnings                                                                                            |  |                                | 122   |   |                               |  
|                                                                                                        |  |                                |       |  
|Retained earnings at beginning of period                                                                |  |                                | 7,996 |   |                               |  
|                                                                                                        |  |                                |       |   |                               |  
|Retained earnings at end of period                                                                      |  | $                              | 8,118 |   |                               | $
|                                                                                                        |  |                                |       |   |                               |  



See Notes to Condensed,
Consolidated Financial Statements.



1



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##### Table of Contents

Item 1. Financial Statements (continued)



GE FINANCIAL ASSURANCE HOLDINGS, INC. AND SUBSIDIARIES



Condensed, Consolidated Statements of Financial Position

(Dollar amounts in millions)



|                                                             |  | September 30,2003 |        |   | December 31, 2002 |  
|------------------------------------------------------------ |  | ----------------- | ------ | - | ----------------- | -
|                                                             |  | (Unaudited)       |        |   |                   |  
|Assets                                                       |  |                   |        |   |                   |  
|Investments:                                                 |  |                   |        |   |                   |  
|Fixed maturities available-for-sale, at fair value           |  | $                 | 60,767 |   |                   | $
|Equity securities available-for-sale, at fair value          |  |                   | 876    |   |                   |  
|Mortgage and other loans, net of valuation allowance         |  |                   | 5,599  |   |                   |  
|Policy loans                                                 |  |                   | 1,099  |   |                   |  
|Other invested assets                                        |  |                   | 2,127  |   |                   |  
|Short-term investments                                       |  |                   | 2,812  |   |                   |  
|                                                             |  |                   |        |   |                   |  
|Total investments                                            |  |                   | 73,280 |   |                   |  
|                                                             |  |                  
|Cash and cash equivalents                                    |  |                   | 2,339  |   |                   |  
|Accrued investment income                                    |  |                   | 1,156  |   |                   |  
|Deferred acquisition costs                                   |  |                   | 4,629  |   |                   |  
|Goodwill                                                     |  |                   | 1,600  |   |                   |  
|Intangible assets                                            |  |                   | 1,359  |   |                   |  
|Reinsurance recoverable                                      |  |                   | 2,284  |   |                   |  
|Other assets                                                 |  |                   | 1,370  |   |                   |  
|Separate account assets                                      |  |                   | 7,875  |   |                   |  
|Securitization and certain other FIN 46 entities             |  |                   | 1,173  |   |                   |  
|                                                             |  |                   |        |   |                   |  
|Total assets                                                 |  | $                 | 97,065 |   |                   | $
|                                                             |  |                   |        |   |                   |  
|Liabilities and Shareholders Interest                       |  |                   |        |   |                   |  
|Liabilities:                                                 |  |                   |        |   |                   |  
|Future annuity and contract benefits                         |  | $                 | 58,748 |   |                   | $
|Liability for policy and contract claims                     |  |                   | 2,766  |   |                   |  
|Other policyholder liabilities                               |  |                   | 1,075  |   |                   |  
|Other liabilities                                            |  |                   | 6,929  |   |                   |  
|Short-term debt                                              |  |                   | 1,686  |   |                   |  
|Long-term debt                                               |  |                   | 485    |   |                   |  
|Separate account liabilities                                 |  |                   | 7,875  |   |                   |  
|Securitization and certain other FIN 46 entities             |  |                   | 1,112  |   |                   |  
|                                                             |  |                   |        |   |                   |  
|Total liabilities                                            |  |                   | 80,676 |   |                   |  
|                                                             |  |                   |        |   |                   |  
|Minority interest in and equity of consolidated subsidiaries |  |                   | 261    |   |                   |  
|                                                             |  |                  
|Shareholders interest:                                      |  |                   |        |   |                   |  
|Net unrealized investment gains                              |  |                   | 1,117  |   |                   |  
|Derivatives qualifying as hedges                             |  |                   | (66    | ) |                   |  
|Foreign currency translation adjustments                     |  |                   | 6      |   |                   |  
|                                                             |  |                   |        |   |                   |  
|Accumulated non-owner changes in equity                      |  |                   | 1,057  |   |                   |  
|Common stock                                                 |  |                   |       |   |                   |  
|Additional paid-in capital                                   |  |                   | 6,953  |   |                   |  
|Retained earnings                                            |  |                   | 8,118  |   |                   |  
|                                                             |  |                   |        |   |                   |  
|Total shareholders interest                                 |  |                   | 16,128 |   |                   |  
|                                                             |  |                   |        |   |                   |  
|Total liabilities and shareholders interest                 |  | $                 | 97,065 |   |                   | $
|                                                             |  |                   |        |   |                   |  



See Notes to Condensed,
Consolidated Financial Statements.



2



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##### Table of Contents

Item 1. Financial Statements(continued).



GE FINANCIAL ASSURANCE HOLDINGS, INC. AND SUBSIDIARIES



Condensed, Consolidated Statements of Cash Flows

(Dollar amounts in millions)

(Unaudited)



|                                                                                                       |  | Nine Months EndedSeptember 30, |        
|------------------------------------------------------------------------------------------------------ |  | ------------------------------ | -------
|                                                                                                       |  | 2003                           |        
|Cash Flows From Operating Activities                                                                   |  |                                |        
|Net earnings                                                                                           |  | $                              | 746    
|Adjustments to reconcile net earnings to net cash provided by operating activities:                    |  |                                |        
|Change in reserves                                                                                     |  |                                | (287   
|Cumulative effect of change in accounting principle, net of tax                                        |  |                                |       
|                                                                                                       |  |                               
|Other, net                                                                                             |  |                                | 890    
|                                                                                                       |  |                                |        
|Net cash provided by operating activities                                                              |  |                                | 1,349  
|                                                                                                       |  |                                |        
|Cash Flows From Investing Activities                                                                   |  |                                |        
|Short term investment activity, net                                                                    |  |                                | (1,980 
|Proceeds from sales, securitizations and maturities of investment securities and other invested assets |  |                                | 19,649 
|Principal collected on, and sale and securitizations of mortgage and policy loans                      |  |                                | 1,528  
|Purchases of investment securities and other invested assets                                           |  |                                | (21,897
|Mortgage and policy loan originations                                                                  |  |                                | (1,896 
|Proceeds from sale of Japanese life insurance and U.S. Auto and Home businesses, net of cash sold      |  |                                | 1,063  
|                                                                                                       |  |                                |        
|Net cash used in investing activities                                                                  |  |                                | (3,533 
|                                                                                                       |  |                                |        
|Cash Flows From Financing Activities                                                                   |  |                                |        
|Proceeds from issuance of investment contracts                                                         |  |                                | 8,513  
|Redemption and benefit payments on investment contracts                                                |  |                                | (6,198 
|Net commercial paper borrowings                                                                        |  |                                | 12     
|Proceeds from other short-term debt                                                                    |  |                                | 418    
|Payments on other short-term debt                                                                      |  |                                | (293   
|Cash received from acquisition of Saison Life Insurance Company Limited                                |  |                                |       
|                                                                                                       |  |                                |        
|Net cash provided by financing activities                                                              |  |                                | 2,452  
|                                                                                                       |  |                                |        
|Effect of Exchange Rate Changes on Cash                                                                |  |                                | (30    
|                                                                                                       |  |                                |        
|Increase in Cash and Cash Equivalents                                                                  |  |                                | 238    
|Cash and Cash Equivalents at Beginning of Period                                                       |  |                                | 2,101  
|                                                                                                       |  |                                |        
|Cash and Cash Equivalents at End of Period                                                             |  | $                              | 2,339  
|                                                                                                       |  |                                |        



See Notes to Condensed,
Consolidated Financial Statements.



3



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GE FINANCIAL ASSURANCE HOLDINGS, INC. AND SUBSIDIARIES



Notes to condensed, consolidated financial statements

(Dollar amounts in millions)

(Unaudited)



|1. | The accompanying condensed, consolidated quarterly financial statements represent GE Financial Assurance Holdings, Inc. and its consolidated subsidiaries (collectively the
Company, we, us, or our). All significant intercompany transactions have been eliminated.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



On August 29, 2003, we closed the previously announced sale of our Japanese life insurance and U.S. Auto and Home businesses to American International
Group, Inc. (AIG). The sale resulted in a total after-tax loss of $67 million.



In April 2002, GE Edison Life Insurance Company (GE Edison) acquired Saison Life Insurance Company Limited (Saison Life) from Credit Saison Co., Ltd., Saison Group, Ltd. and its other
shareholders (Saison Acquisition) for 7.8 billion yen, or approximately $61 million, representing 12.8 billion yen of payments to shareholders less 5.0 billion yen of contingent debt. On the date of acquisition, Saison Life had
approximately $4.3 billion of assets, including $2.4 billion of cash and $1.9 billion of other assets, and $4.3 billion of liabilities and equity, including $82 million of perpetual subordinated debt (included in minority interest). Results of
operations are reflected in condensed, consolidated financial statements from the date of acquisition through the date of sale of our Japanese life insurance business.



|2. | These financial statements have been prepared on the basis of accounting principles generally accepted in the United States of America (U.S. GAAP). The preparation of
financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and related disclosures. Actual results could differ from those estimates. Certain prior year amounts have been
reclassified to conform to the current year presentation. We label our quarterly information using a calendar convention, that is, first quarter is consistently labeled as ending on March 31, second quarter as ending on June 30, and third quarter as
ending on September 30. It is our longstanding practice to establish actual interim closing dates using a fiscal calendar, which requires our businesses to close their books on a Saturday in order to normalize the potentially disruptive
effects of quarterly closings on business processes. The effects of this practice are modest and only exist within a reporting year. The fiscal closing calendar from 1993 through 2013 is available on the GE Web site,
www.ge.com/en/company/investor/secreports.htm.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The condensed, consolidated quarterly financial statements are unaudited. These statements include all adjustments (consisting of normal recurring accruals) considered necessary by management to present a fair statement of the results of
operations, financial position and cash flows. The results reported in these condensed, consolidated quarterly financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. The condensed,
consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and related notes contained in our annual report on Form 10-K for the fiscal year ended December 31, 2002.



|3. | A summary of changes in shareholders interest that did not result directly from transactions with the shareholder follows:
|-- | ---------------------------------------------------------------------------------------------------------------------------



|                                                        |  | Three Months Ended ** September 30, |       
|------------------------------------------------------- |  | ----------------------------------- | ------
|                                                        |  | 2003                                |       
|Net earnings                                            |  | $                                   | 122   
|Unrealized gains (losses) on investment securities, net |  |                                     | (2,629
|Foreign currency translation adjustments                |  |                                     | 11    
|Derivatives qualifying as hedges                        |  |                                     | 393   
|                                                        |  |                                     |       
|Total                                                   |  | $                                   | (2,103
|                                                        |  |                                     |       



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|                                                        |  | Nine Months Ended**September 30,
|------------------------------------------------------- |  | --------------------------------
|                                                        |  | 2003                            
|Net earnings                                            |  | $                               
|Unrealized gains (losses) on investment securities, net |  |                                 
|Foreign currency translation adjustments                |  |                                 
|Derivatives qualifying as hedges                        |  |                                 
|                                                        |  |                                 
|Total                                                   |  | $                               
|                                                        |  |                                 

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|** - | The 2003 amounts include the impact of the sale of our Japanese life insurance and U.S. Auto and Home businesses to AIG.
|---- | ------------------------------------------------------------------------------------------------------------------------



|4. | During the first quarter of 2003, we redefined our operating segments. Beginning in 2003, management realigned the business on a product line and market basis to intensify its focus
on return on equity, optimal deployment of capital and distribution effectiveness. As a result of this change, our operations are conducted under five reporting segments corresponding to major products and markets: Retirement Income and Protection,
Japan, Mortgage Insurance, Auto and Home Insurance, and Corporate and Other. September 30, 2002 and December 31, 2002 amounts have been reclassified to conform to the September 30, 2003 presentation.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Retirement Income and Protection segment provides products that include
investment products (including fixed and variable annuities, institutional stable value products and distribution of mutual funds), life insurance and long term care insurance. The Japan segment included life insurance, certain annuity products and
supplemental health insurance provided in the Japanese market. The Mortgage Insurance segment provides protection to mortgage lenders against losses from mortgage defaults. The Auto and Home Insurance segment primarily provided private passenger
auto insurance. Corporate and Other includes small group insurance, affinity marketing and consolidated special purpose entities, as well as other corporate activities.



The following is a summary of operating segment activity:



|                                                                                                               |  | Three Months Ended* September 30,
|-------------------------------------------------------------------------------------------------------------- |  | ---------------------------------
|                                                                                                               |  | 2003                             
|Revenues                                                                                                       |  |                                  
|Retirement Income and Protection                                                                               |  | $                                
|Japan                                                                                                          |  |                                  
|Mortgage Insurance                                                                                             |  |                                  
|Auto and Home Insurance                                                                                        |  |                                  
|Corporate and Other                                                                                            |  |                                  
|                                                                                                               |  |                                  
|Total revenue                                                                                                  |  | $                                
|                                                                                                               |  |                                  
|Earnings (loss) before income taxes, minority interest and cumulative effect of change in accounting
principle |  |                                  
|Retirement Income and Protection                                                                               |  | $                                
|Japan                                                                                                          |  |                                  
|Mortgage Insurance                                                                                             |  |                                  
|Auto and Home Insurance                                                                                        |  |                                  
|Corporate and Other                                                                                            |  |                                  
|                                                                                                               |  |                                  
|Total earnings before income taxes, minority interest and cumulative effect of change in accounting principle  |  | $                                
|                                                                                                               |  |                                  



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|                                                                                                               |  | Nine Months Ended* September 30, |      
|-------------------------------------------------------------------------------------------------------------- |  | -------------------------------- | -----
|                                                                                                               |  | 2003                             |      
|Revenues                                                                                                       |  |                                  |      
|Retirement Income and Protection                                                                               |  | $                                | 5,726
|Japan                                                                                                          |  |                                  | 1,643
|Mortgage Insurance                                                                                             |  |                                  | 474  
|Auto and Home Insurance                                                                                        |  |                                  | 378  
|Corporate and Other                                                                                            |  |                                  | 990  
|                                                                                                               |  |                                  |      
|Total revenues                                                                                                 |  | $                                | 9,211
|                                                                                                               |  |                                  |      
|Earnings (loss) before income taxes, minority interest and cumulative effect of change in accounting
principle |  |                                  |      
|Retirement Income and Protection                                                                               |  | $                                | 684  
|Japan                                                                                                          |  |                                  | 281  
|Mortgage Insurance                                                                                             |  |                                  | 327  
|Auto and Home Insurance                                                                                        |  |                                  | (1   
|Corporate and Other                                                                                            |  |                                  | 5    
|                                                                                                               |  |                                  |      
|Total earnings before income taxes, minority interest and cumulative effect of change in accounting principle  |  | $                                | 1,296
|                                                                                                               |  |                                  |      

---

|* | Includes operating activity through August 29, 2003 for the Japanese life and U.S. Auto and Home businesses sold to AIG.
|- | ------------------------------------------------------------------------------------------------------------------------



The following is a summary of assets by operating segment:



|                                 |  | September 30,2003 |        | December 31,2002
|-------------------------------- |  | ----------------- | ------ | ----------------
|Assets                           |  |                   |        |                 
|Retirement Income and Protection |  | $                 | 78,587 |                 
|Japan                            |  |                   |       |                 
|Mortgage Insurance               |  |                   | 3,977  |                 
|Auto and Home Insurance          |  |                   |       |                 
|Corporate and Other              |  |                   | 14,501 |                 
|                                 |  |                   |        |                 
|Total assets                     |  | $                 | 97,065 |                 
|                                 |  |                   |        |                 



In connection with the
sale of our Japanese life insurance and U.S. Auto and Home businesses to AIG, which comprised a majority of our Japan and Auto and Home segments, we have reclassified the remaining portions of those segments to the Corporate and Other segment. Total
assets reclassified at September 30, 2003 were approximately $62 million.



|5. | The Financial Accounting Standards Boards (FASB) Statement of Financial Accounting Standards (SFAS) 142, Goodwill and Other Intangible Assets,generally became effective on January 1, 2002. Under SFAS 142, goodwill is no longer amortized but is tested for impairment using a fair value methodology, at least annually.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Under SFAS 142, we were required to test all existing goodwill for
impairment as of January 1, 2002, on a reporting unit basis. A reporting unit is an operating segment unless, at businesses one level below that operating segment (the component level), discrete financial information is
prepared and regularly reviewed by management, in which case the component is the reporting unit.



A fair value approach is used to test goodwill for impairment. An impairment charge is recognized for the amount, if any, by which the carrying amount of
goodwill exceeds its fair value. Fair values of reporting units and the related fair values of their respective goodwill were established using discounted cash flows. When available and as appropriate, comparative market multiples were used to
corroborate results of the discounted cash flows.



6



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The result of testing our goodwill for impairment in accordance with SFAS 142, as of January 1, 2002, was
a non-cash charge of $539 million ($380 million after tax), which is reported in the caption Cumulative effect of change in accounting principle, net of tax. All of the charges relate to the Auto and Home Insurance segment. The primary
factor resulting in the impairment charge was increased competition in the auto insurance industry. No impairment charge was appropriate under the FASBs previous goodwill impairment standard, which was based on undiscounted cash flows.



Intangibles Subject to Amortization



|                                         |  | At September 30, 2003 (a) |       |                         | At December 31, 2002 |       
|---------------------------------------- |  | ------------------------- | ----- | ----------------------- | -------------------- | ------
|                                         |  | GrossCarryingAmount       |       | AccumulatedAmortization |                      |       
|Present Value of Future Profits (PVFP) |  | $                         | 3,982 |                         | $                    | (2,829
|All other                                |  |                           | 604   |                         |                      | (398  
|                                         |  |                           |       |                         |                      |       
|Total                                    |  | $                         | 4,586 |                         | $                    | (3,227
|                                         |  |                           |       |                         |                      |       

---

|(a) | Amounts have been adjusted to reflect $597 million of intangibles that have been disposed of in the sale of our Japanese and Auto and Home insurance businesses to AIG (see Note 1).
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Amortization expense related to intangible
assets, excluding goodwill, for the third quarter of 2003 and 2002 was $63 million and $81 million, respectively, and for the first nine months of 2003 and 2002 was $225 million and $263 million, respectively.



|                                          |  | Three MonthsEnded September 30, |       |   | Nine Months Ended September 30, |  
|----------------------------------------- |  | ------------------------------- | ----- | - | ------------------------------- | -
|PVFP, net                                 |  | 2003                            |       |   | 2002                            |  
|Beginning Balance                         |  | $                               | 1,113 |   |                                 | $
|Accrued Interest (a)                      |  |                                 | 14    |   |                                 |  
|Amortization                              |  |                                 | (61   | ) |                                 |  
|Disposals                                 |  |                                 |      |   |                                 |  
|Effect of unrealized gain(loss) and other |  |                                 | 87    |   |                                 |  
|                                          |  |                                 |       |   |                                 |  
|Ending Balance                            |  | $                               | 1,153 |   |                                 | $
|                                          |  |                                 |       |   |                                 |  

---

|(a)- | Interest was accrued at a rate of 3.9% for the three month periods ended September 30, 2003 and 2002. Interest was accrued at a rate of 3.7% and 3.4% for the first nine months ended
September 30, 2003 and 2002, respectively.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|
|



The estimated
percentage of the December 31, 2002 net PVFP balance before the effect of unrealized investment gains or losses and adjusted for assets disposed of in the sale of our Japanese life insurance business to AIG (See Note 1), to be amortized over each of
the next five years, is as follows:



|2003 |  | 8.6 | %
|---- |  | --- | -
|2004 |  | 8.1 | %
|2005 |  | 7.7 | %
|2006 |  | 7.1 | %
|2007 |  | 6.5 | %



Amortization expenses
for PVFP in future periods will be affected by acquisitions, dispositions, realized capital gains/losses or other factors affecting the ultimate amount of gross profits realized from certain lines of business. Similarly, future amortization expenses
for other intangibles will depend on future acquisitions, dispositions and other business transactions.



7



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|Goodwill                    |  | Retirement Incomeand Protection |       | Japan |   |      | Mortgage Insurance |  | Auto andHome |    | Corporate and Other |   | Total | 
|--------------------------- |  | ------------------------------- | ----- | ----- | - | ---- | ------------------ |  | ------------ | -- | ------------------- | - | ----- | 
|Balance, December 31, 2002  |  | $                               | 1,148 |       | $ | 736  |                    |  | $            | 22 |                     | $ |      | 
|(a) Other                   |  |                                 |      |       |   | (736 | )                  |  |              |   |                     |   |      | 
|                            |  |                                 |       |       |   |      |                    |  |              |    |                     |   |       | 
|Balance, September 30, 2003 |  | $                               | 1,148 |       | $ |     |                    |  | $            | 22 |                     | $ |      | 
|                            |  |                                 |       |       |   |      |                    |  |              |    |                     |   |       | 

---

|(a) | Other adjustments include final purchase accounting adjustments related to the Saison Acquisition and foreign exchange translation adjustments of $40 million, offset by a reduction
of $(776) million of goodwill which has been disposed of in the sale of our Japanese life insurance business to AIG (See Note 1).
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|6. | We adopted FASB Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities on July 1, 2003. Under FIN 46, a General Electric Capital
Corporation (GECC) sponsored special purpose vehicle, which owned beneficial interests in certain of our qualified special purpose entities (QSPEs), was consolidated onto GECCs books. As a result of such consolidation,
over 90% of the beneficial interests in two QSPEs are now held by a related entity. As such, those two SPEs lost their qualifying status and had to be consolidated commensurate with Emerging Issues Task Force Issue 02-9, Accounting for Changes
That Result in a Transferor Regaining Control of Financial Assets Sold (EITF 02-9),in the third quarter of 2003.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



While FIN 46 represents a significant change in accounting principles governing consolidation, it does not change the economic or legal characteristics of
asset sales. Entities included in the caption  Securitization and certain other FIN 46 entities, are those that GECC sponsored and/or to which GECC provided financial support, but are not controlled by GECC or us. These entities were
associated with asset securitization and other asset sales. Liabilities included in these entities under the caption Securitization and certain other FIN 46 entities  are not our legal obligations but will be repaid with cash flows
generated by the related assets. As we no longer sell or securitize assets into these entities, the carrying amounts of assets and liabilities will decrease over time. Our July 1, 2003 consolidation of FIN 46 entities had no effect on previously
reported earnings.



We included in the Condensed, Consolidated
Statements of Current and Retained Earnings statement $21 million of revenue, $2 million of general expenses and $13 million of interest expense associated with these newly consolidated entities.



The following table summarizes the assets and liabilities associated with
these newly consolidated entities that are included in our Corporate and Other segment for reporting purposes:



|                      |  | September 30, 2003
|--------------------- |  | ------------------
|Assets                |  |                   
|Cash                  |  | $                 
|Investment securities |  |                   
|Mortgage loans        |  |                   
|Other assets          |  |                   
|                      |  |                   
|Total(a)              |  | $                 
|                      |  |                   
|Liabilities           |  |                   
|Debt                  |  | $                 
|Other liabilities     |  |                   
|                      |  |                   
|Total                 |  | $                 
|                      |  |                   

---

|(a) | Includes $55 million of former retained interests in securitized assets now consolidated
|--- | ----------------------------------------------------------------------------------------



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|7. | At September 30, 2003, assets in entities that were either sponsored by GECC or to which GECC provided financial support amounted to $2.0 billion, compared with $1.9 billion at
December 31, 2002. Of the total, $1.2 billion was held by entities that were consolidated and included in the balance sheet under the caption Securitization and certain other FIN 46 entities and $0.8 billion remained off balance sheet.
New disclosure requirements related to off-balance sheet arrangements that become effective later this year encompass a broader array of arrangements than those at risk for consolidation. These arrangements include transactions with term
securitization entities, as well as transactions with conduits that are sponsored by third parties. As we intend to continue to engage in transactions with both third party conduits and public market term securitizations, we expect securitization
activity in these arrangements to increase over time. At September 30, 2003 assets in these entities, which are QSPEs, amounted to $1.6 billion as compared to $1.9 billion at December 31, 2002. The most meaningful analysis of securitization activity
before FIN 46 adoption (primarily conducted through sponsored and supported entities) and activity subsequent to that adoption, is a comparison of total securitized assets, as follows:
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                           |  | September 30, 2003 |       | December 31, 2002
|---------------------------------------------------------- |  | ------------------ | ----- | -----------------
|Receivables secured by:                                    |  |                    |       |                  
|Commercial mortgage loans                                  |  | $                  | 1,275 |                  
|Fixed maturities                                           |  |                    | 673   |                  
|Other receivables                                          |  |                    | 852   |                  
|                                                           |  |                    |       |                  
|Total securitized assets                                   |  | $                  | 2,800 |                  
|                                                           |  |                    |       |                  
|Assets in securitization and certain other FIN 46 entities |  | $                  | 1,173 |                  
|Off-balance sheet                                          |  |                    |       |                  
|Sponsored and supported                                    |  |                    | 804   |                  
|Other                                                      |  |                    | 823   |                  
|                                                           |  |                    |       |                  
|Total securitized assets                                   |  | $                  | 2,800 |                  
|                                                           |  |                    |       |                  



|8. | In July 2003 the American Institute of Certified Public Accountants issued Statement of Position 03-1, Accounting and Reporting by Insurance Enterprises for Certain
Nontraditional Long-Duration Contracts and for Separate Accounts, which we intend to adopt on January 1, 2004. We are currently evaluating the effect of this statement on our financial statements, and we do not believe it will materially impact
our financial statements.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|9. | On October 8, 2003, our subsidiary GE Life and Annuity Assurance Company (GE Life) agreed in principle to settle the case entitled McBride v. Life Insurance Co. of
Virginia dba GE Life and Annuity Assurance Co. The McBride case was filed on November 1, 2000 in Georgia state court. On December 1, 2000, GE Life successfully removed the case to the United States District Court for the Middle District of Georgia.
The complaint was brought as a class action on behalf of current and former owners of certain universal life insurance policies of GE Life, and alleges improper practices in connection with the sale and administration of those universal life
policies. GE Life vigorously denies liability with respect to the plaintiffs allegations. Nevertheless, to avoid the risks and costs associated with protracted litigation and to resolve its differences with policyholders, GE Life agreed in
principle on October 8, 2003 to settle the case on a nationwide class action basis. The settlement documents have not been finalized, nor has any proposed settlement been submitted to the proposed class and the United States District Court for
approval, and a final settlement is not certain.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



On a periodic basis, we evaluate and establish our best estimate of reserves for litigation and other contingencies. In connection with this litigation, we have accrued as a subsequent event an additional $50 million in reserves. While
uncertainty exists, based on current information and circumstances, we believe that our reserve is within the range of reasonably foreseeable costs of bringing the matter to a conclusion.



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Item 2. Managements Discussion and Analysis of Results of Operations and Financial Condition



THREE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED WITH THE THREE MONTHS ENDED SEPTEMBER 30, 2002



Operating Results



Premiums decreased $165 million, or 9.5%, to $1,568 million for the three month period ended September 30, 2003 from $1,733 million for three month period ended
September 30, 2002. Excluding the premium revenue of the Japanese life insurance and U.S. Auto and Home businesses sold to AIG, premiums decreased $30 million, or 2.5%, to $1,181 million for the three month period ended September 30, 2003 from
$1,211 million for the three month period ended September 30, 2002. The decrease was primarily due to declines in immediate annuities, term and whole-life insurance products, (associated with our focus on higher margin products, capital management
initiatives, and competitive factors) and increases in lapse rates on mortgage insurance products partially offset by an increase in sales of long-term care contracts.



Net investment income decreased $7 million, or 0.7%, to $1,046 million for the three month period ended September 30, 2003 from
$1,053 million for the three month period ended September 30, 2002. The decrease was primarily attributable to lower levels of average invested assets ($80.2 billion for the three month period ended September 30, 2003 vs. $80.4 billion for the three
month period ended September 30, 2002) resulting from the sale of the Japanese life insurance and U.S. Auto and Home businesses to AIG. The decrease was partially offset by an increase in weighted average yields to 5.40% for the three month period
ended September 30, 2003 from 5.29% for the three month period ended September 30, 2002.



Net realized investment gains (losses) decreased $154 million to a loss of $11 million for the three month period ended September 30, 2003 from $143 million for the three month period ended September 30, 2002.
Investment gains are comprised of gross investment gains and gross investment (losses). For the three month period ended September 30, 2003, gross gains and (losses) were $135 million and $(146) million, respectively. For the three month period
ended September 30, 2002, gross gains and (losses) were $556 million and $(413) million, respectively. In the third quarter of 2003, realized gains included $43 million from the securitization of certain financial assets. Partially offsetting the
gains in the third quarter of 2003 were impairments of $40 million primarily related to debt securities. Impairment losses for the three month period ended September 30, 2002 were $92 million. Included in the gains in 2002 were $114 million related
to our sale of assets in connection with a securitization transaction conducted by GECC.



Other income increased $153 million, or 67.4%, to $380 million for the three month period ended September 30, 2003, from $227 million for the three month period ended September 30, 2002. In the third quarter of
2003, other income included $133 million from the sale of our Japanese life insurance and U.S. Auto and Home businesses to AIG. Excluding the other income of the Japanese life insurance and U.S. Auto and Home businesses sold to AIG, other income
increased $24 million, or 12%, to $224 million for the three month period ended September 30, 2003 from $200 million for the three month period ended September 30, 2002. The increase is primarily related to interest income associated with
securitization and certain other entities consolidated in accordance with FIN 46.



Benefits and other changes in policy reserves includes both activity related to future policy benefits on long-duration life and health insurance products as well as claims costs incurred during the year under these contracts and
mortgage insurance and property and casualty products. These amounts increased $38 million, or 2.5%, to $1,559 million for the three month period ended September 30, 2003 from $1,521 million for the three month period ended September 30, 2002.
Excluding the benefits and other changes in policy reserves of the Japanese life insurance and U.S. Auto and Home businesses sold to AIG, these amounts increased $105 million, or 9.5%, to $1,211 million for the three month period ended September 30,
2003 from $1,106 million for the three month period ended September 30, 2002. Reserves on long-term care policies and structured settlements contributed to the increase which was partially offset by a decrease in benefits paid on term and whole-life
insurance products.



General expenses decreased $23 million to $755
million for the three month period ended September 30, 2003 from $778 million for the three month period ended September 30, 2002. Excluding the general expenses of the Japanese life insurance and U.S. Auto and Home businesses sold to AIG, general
expenses decreased $4 million, or 0.6%, to $617 million for the three month period ended September 30, 2003 from $621 million for the three month period



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ended September 30, 2002. The decrease was primarily related to lower general and administrative expenses. This decrease was substantially offset by a
reserve accrual associated with a settlement agreement in principle that we reached on October 8, 2003 in connection with a putative class action lawsuit which was recorded during the quarter as a subsequent event.



Amortization of intangibles decreased $18 million, or 22.2%, to $63 million for the
three month period ended September 30, 2003 from $81 million for the three month period ended September 30, 2002. Excluding the amortization of intangibles of the Japanese life insurance and U.S. Auto and Home businesses sold to AIG, amortization of
intangibles increased $13 million, or 76.5%, to $30 million for the three month period ended September 30, 2003 from $17 million for the three month period ended September 30, 2002. Our significant intangible asset for this expense element consists
of the present value of future profits (PVFP), representing the estimated future gross profit in acquired insurance and annuity contracts. Other intangibles subject to amortization include software and licenses. The increase is primarily
related to PVFP amortization which fluctuates based on the emergence of profits.



Provision for income taxes increased $178 million to $225 million for the three-month period ended September 30, 2003 from $47 million for the comparable period ended September 30, 2002. The Companys effective tax rate of 64.7%
for the three-month period ended September 30, 2003 was 55.4 percentage points higher than the effective tax rate of 9.3% for the comparable period ended September 30, 2002. This increase is attributable primarily to the sale of our Japanese life
insurance business in 2003 and the 2002 favorable settlement with the Internal Revenue Service regarding the treatment of certain reserves for obligations to policyholders on life insurance contracts.



NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED WITH THE NINE MONTHS ENDED SEPTEMBER 30,
2002



Operating Results



Premiums increased $173 million, or 3.5%, to $5,080 million for the first nine months
of 2003 from $4,907 million for the first nine months of 2002. Excluding the premiums of the Japanese life insurance and U.S. Auto and Home businesses sold to AIG, premiums increased $139 million, or 4%, to $3,582 million for the first nine months
of 2003 from $3,443 million for the first nine months of 2002. Continued growth in the number of long-term care contracts in force and higher sales of life contingent structured settlements contributed to the increase. These increases were partially
offset by decreases in sales of whole-life insurance policies, immediate annuities, (associated with our focus on higher margin products, capital management initiatives, and competitive factors) and higher lapse rates on mortgage insurance products
as well as an increase in premiums ceded for mortgage captive reinsurance programs.



Net investment income increased $111 million, or 3.5% to $3,312 million for the first nine months of 2003 from $3,201 million for the first nine months of 2002. The increase was primarily attributable to higher levels of average
invested assets ($82.8 billion in the first nine months of 2003 vs. $77.3 billion in the first nine months of 2002). This increase was partially offset by a decrease in weighted average yields to 5.44% for the first nine months of 2003 from 5.51%
for the first nine months of 2002 due to the overall declining interest rate environment.



Net realized investment gains(losses) decreased $133 million for the first nine months of 2003 and 2002. Investment gains are comprised of gross investment gains and gross investment (losses). For the first
nine months of 2003, gross gains and (losses) were $487 million and $(497) million, respectively. For the first nine months of 2002, gross gains and (losses) were $1,073 million and $(950) million, respectively. Included in these gains in 2003 was a
$43 million gain related to the securitization of certain financial assets. Realized losses in 2003 include $191 million of impairments, primarily related to debt and equity securities. Realized losses in 2002 include our portfolio losses on
securities issued by WorldCom, Inc. and its affiliates of $167 million ($110 million net of tax). Included in the gains in 2002 were $114 million related to our sale of assets in connection with a securitization transaction conducted by GECC. In
2002, realized gains also included $29 million from the securitization of certain financial assets (not including the gains associated with the securitization transaction conducted by GECC).



Other income increased $104 million, or 14.3%, to $829 million in the first nine
months of 2003 from $725 million in the first nine months of 2002. The increase in the first nine months of 2003 was primarily attributable to a $133 million pre-tax gain from the sale of the Japanese life insurance and U.S. Auto and Home businesses
and an increase in interest income associated with securitization and certain other entities consolidated in accordance with FIN 46.



Benefits and other changes in policy reserves includes both activity related to future policy benefits on long-



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duration life and health insurance products as well as claims costs incurred during the year under these contracts and mortgage insurance and property and
casualty products. These amounts increased $376 million, or 8.7%, to $4,703 million for the nine month period ended September 30, 2003 from $4,327 million for the nine month period ended September 30, 2002. Excluding the benefits and other changes
in policy reserves of the Japanese life insurance and U.S. Auto and Home businesses sold to AIG, benefits and other changes in policy reserves increased $360 million, or 11.5%, to $3,479 million for the first nine months of 2003 from $3,119 for the
first nine months of 2002. Reserves and benefits paid increased for structured settlements and long-term care insurance products.



General expenses decreased $36 million to $2,166 for the nine month period ended September 30, 2003 from $2,202 for the nine month period ended September 30, 2002.
Excluding the general expenses of the Japanese life insurance and U.S. Auto and Home businesses sold to AIG, general expenses decreased $99 million, or 5.5%, to $1,711 million for the first nine months of 2003 from $1,810 million for the first nine
months of 2002. The decrease was primarily related to lower commission and general and administrative expenses, partially offset by a reserve accrual associated with a setttlment in principle that we reached on October 8, 2003 in connection with a
putative class action lawsuit which was recorded during the quarter as a subsequent event.



Amortization of intangibles decreased $38 million, or 14.5%, to $225 million for the first nine months of 2003 from $263 million for the first nine months of 2002. Excluding the amortization of intangibles of
the Japanese life insurance and U.S. Auto and Home businesses sold to AIG, amortization of intangibles increased $9 million, or 8.2%, to $119 million for the first nine months of 2003 from $110 million for the first nine months of 2002. Our
significant intangible asset for this expense element consists primarily of PVFP, as well as software and licenses. The increase is primarily related to PVFP amortization which fluctuates based on the emergence of profits.



Provision for income taxes increased $247 million or 82.3% to $547 million for the
nine-month period ended September 30, 2003 from $300 million for the comparable period ended September 30, 2002. The Companys effective tax rate of 42.2% for the nine-month period ended September 30, 2003 was 20.2 percentage points higher than
the effective tax rate of 22.0% for the comparable period ended September 30, 2002. This increase is attributable primarily to the sale of our Japanese life insurance business in 2003, and the 2002 favorable settlement with the Internal Revenue
Service regarding the treatment of certain reserves for obligations to policyholders on life insurance contracts.



Financial Condition



Total assets decreased $12.3 billion, or 11.2%, at September 30, 2003 from December 31, 2002. The decrease primarily resulted from the sale of our Japanese life insurance and U.S. Auto and Home businesses. Total
investments decreased $11.1 billion or 13.2%. The decrease primarily resulted from the sale of our Japanese life insurance and U.S. Auto and Home businesses, which held investments totaling $17.9 billion. Absent this sale, investment securities
would have increased $6.8 billion. The increase that would have occurred absent the sale is primarily related to the appreciation in market value of existing investments securities as well as net purchases of securities funded by operating cash
flows, cash received under securities lending programs and net investment income, partially offset by mortgage and policy loan repayments. Assets other than investments decreased $1.2 billion. This decrease primarily resulted from the sale of our
Japanese life insurance and U.S. Auto and Home businesses which was partially offset by $1.2 billion of assets associated with securitization and certain other entities recorded in the third quarter in accordance with FIN 46.



Total liabilities decreased $13.1 billion, or 13.9%, at September 30, 2003 from December 31,
2002. The decrease primarily resulted from the sale of our Japanese life insurance and U.S. Auto and Home businesses which was partially offset by $1.1 billion associated with liabilities of securitization and certain other entities recorded in the
third quarter in accordance with FIN 46. Future annuity and contract benefits decreased $14.2 billion or 19.5%. The decrease was primarily the result of the sale of our Japanese life insurance and U.S. Auto and Home businesses which had future
annuity and contract benefits of $16.5 billion. Absent the sale, future annuity and contract benefits would have increased approximately $2.3 billion, or 3.1%, at September 30, 2003 from December 31, 2002. This increase is primarily the result of
growth in our structured settlement, variable annuity and whole life type contracts.



During the quarter ended September 30, 2003, General Electric Mortgage Insurance Corporation (GEMICO), a wholly owned subsidiary and our lead mortgage insurance company, requested that its counterparty credit and financial
strength ratings be lowered from AAA/Aaa to AA/Aa2. GEMICO made this request to position its U.S. business to operate at capital levels consistent with AA/Aa2 credit ratings. This



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change improves GEMICOs capital efficiency and return on equity while still maintaining a conservative risk-to-capital ratio. We do not believe these
actions will materially affect our liquidity or capital resources or the ability to write future business.



Portfolio Quality



We principally
invest in fixed maturity instruments. The aggregate value of our debt and equity investments was $61.6 billion at September 30, 2003 as compared to $74.0 billion at December 31, 2002. Gross unrealized gains and (losses) were $2.9 billion and $(0.8)
billion, respectively, at September 30, 2003. Gross unrealized gains and (losses) were $3.5 billion and $(1.5) billion, respectively, as of December 31, 2002. Market value for these purposes is defined by relevant accounting standards and should not
be viewed as a forecast of future gains or losses. We estimate that available gains, net of hedging positions and estimated impairment of intangible and other insurance related assets, could be as much as $0.8 billion.



We regularly review the investment securities in our portfolio for impairment based on
criteria that include the extent to which cost exceeds market value, the duration of that market decline and the financial health and specific prospects for the issuer. Of the securities in our portfolio with unrealized losses at September 30, 2003,
approximately $95 million of portfolio value is at risk of being charged to earnings over the next 12 months. Impairment losses recognized for the first nine months of 2003 were $191 million, primarily related to corporate debt securities.
Impairment losses recognized for the three month period ended September 30, 2003 were $40 million, primarily related to corporate debt securities.



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.



Item 4. Controls and Procedures



As of September
30, 2003, under direction of our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures and internal controls over financial reporting and concluded that (i) our disclosure
controls and procedures were effective as of September 30, 2003, and (ii) no changes occurred during the quarter ended September 30, 2003, that have materially affected, or are reasonably likely to materially affect, such internal controls.





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##### Table of Contents

PART II  OTHER INFORMATION



Item 1. Legal Proceedings



The Company, like
other insurance companies, is involved in lawsuits, including class action lawsuits. In some class action and other lawsuits involving insurance companies, substantial damages have been sought and/or material settlement payments have been made.
Except for the McBride case described below, management believes that at the present time there are no pending or threatened lawsuits that are reasonably likely to have a material adverse impact on the Companys Condensed Consolidated
Financial Statements.



On October 8, 2003, our subsidiary GE Life and Annuity
Assurance Company (GE Life) agreed in principle to settle the case entitled McBride v. Life Insurance Co. of Virginia dba GE Life and Annuity Assurance Co. The McBride case was filed on November 1, 2000 in Georgia state court. On
December 1, 2000, GE Life successfully removed the case to the United States District Court for the Middle District of Georgia. The complaint was brought as a class action on behalf of current and former owners of certain universal life insurance
policies of GE Life, and alleges improper practices in connection with the sale and administration of those universal life policies. GE Life vigorously denies liability with respect to the plaintiffs allegations. Nevertheless, to avoid the
risks and costs associated with protracted litigation and to resolve its differences with policyholders, GE Life agreed in principle on October 8, 2003 to settle the case on a nationwide class action basis. The settlement documents have not been
finalized, nor has any proposed settlement been submitted to the proposed class and the United States District Court for approval, and a final settlement is not certain.



On a periodic basis, we evaluate and establish our best estimate of reserves for litigation and other contingencies. In connection with this
litigation, we have accrued as a subsequent event an additional $50 million in reserves. While uncertainty exists, based on current information and circumstances, we believe that our reserve is within the range of reasonably foreseeable costs of
bringing the matter to a conclusion.





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##### Table of Contents

Item 6. Exhibits and Reports on Form 8-K.



| | a. | Exhibits.
| | -- | ---------



Exhibit 12 Computation of ratio of earnings to fixed charges.



Exhibit 31.1 CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



Exhibit 31.2 CFO Certification Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002



Exhibit 32 Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



| | b. | Reports on Form 8-K.
| | -- | --------------------



On September 11, 2003, we filed a Current Report on Form 8-K reporting the sale of our Japanese life insurance and U.S. Auto and Home insurance business
to AIG.





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SIGNATURES



Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                       |  | GE FINANCIAL ASSURANCE HOLDINGS, INC.
|---------------------- |  | -------------------------------------
|                       |  | (Registrant)                         
|Date: October 31, 2003 |  |                                      
|                       |  | By:                                  
|                       |  |                                      
|                       |  |                                      
|                       |  |                                      
|Date: October 31, 2003 |  |                                      
|                       |  | By:                                  
|                       |  |                                      
|                       |  |                                      
|                       |  |                                      



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