<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                           --------------------------
                                    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, 2000
                                               ------------------

                                       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
                               ------------------


                      GE Financial Assurance Holdings, Inc.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

              Delaware                                      54-1829180
  (State or other jurisdiction of                        (I.R.S. Employer
   incorporation or organization)                       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

At October 27, 2000, 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.
<PAGE>

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                          Page
                                                                                                   -------------------
<S>  <C>

PART I - FINANCIAL INFORMATION.

Item 1.       Financial Statements ..........................................................                 1

Item 2.       Management's Discussion and Analysis of Results of Operations .................                 7


PART II - OTHER INFORMATION.

Item 6.       Exhibits and Reports on Form 8-K ..............................................                10

Signatures ..................................................................................                11

Index to Exhibits ...........................................................................                12

Exhibit 12.1   Computation of Ratio of Earnings to Fixed Charges.............................
</TABLE>

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

             GE FINANCIAL ASSURANCE HOLDINGS, INC. AND SUBSIDIARIES

       Condensed, Consolidated Statement of Current and Retained Earnings

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                   Three Months Ended               Nine Months Ended
                                                               --------------------------- -------------------------------
(In millions)                                                  September 30,  September 25,    September 30,   September 25,
                                                                   2000           1999             2000            1999
                                                               -----------    -----------      -----------     -----------
<S>  <C>
Revenues:
     Premiums                                                  $  1,430       $    896         $  4,096        $  2,577
     Net investment income                                          924            787            2,716           2,310
     Surrender fee income                                           392             15            1,057              43
     Net realized investment gains                                   48             21               78              78
     Policy fees and other income                                   236            188              689             400
                                                               -----------    -----------      -----------     -----------

           Total revenues                                         3,030          1,907            8,636           5,408
                                                               -----------    -----------      -----------     -----------

Benefits and expenses:
     Benefits and other changes in policy reserves                1,498            903            4,136           2,562
     Interest credited                                              384            328            1,094             959
     Commissions                                                    302            241              945             587
     General expenses                                               464            351            1,481             903
     Amortization of intangibles, net                               274             94              891             235
     Change in deferred acquisition costs, net                     (269)          (236)            (896)           (542)
     Interest expense                                                35             24               96              70
                                                               -----------    -----------      -----------     -----------

       Total benefits and expenses                                2,688          1,705            7,747           4,774
                                                               -----------    -----------      -----------     -----------

Earnings before income taxes, minority interest and
     cumulative effect of accounting change                         342            202              889             634

Provision for income taxes                                          111             20              315             181
                                                               -----------    -----------      -----------     -----------
Earnings before minority interest and cumulative effect
     of accounting change                                           231            182              574             453

Minority interest                                                     2              2                4               4
                                                               -----------    -----------      -----------     -----------

Earnings before cumulative effect of accounting change              229            180              570             449

Cumulative effect of accounting change, net of tax                   --             --               --              25
                                                               -----------    -----------      -----------     -----------

Net earnings                                                        229            180              570             474

Retained earnings at beginning of period                          2,036          1,528            1,695           1,234
                                                               -----------    -----------      -----------     -----------

Retained earnings at end of period                             $  2,265       $  1,708         $  2,265        $  1,708
                                                               ===========    ===========      ===========     ===========
</TABLE>

See Notes to Condensed, Consolidated Financial Statements.

                                       1
<PAGE>

Item 1. Financial Statements (Continued).

             GE FINANCIAL ASSURANCE HOLDINGS, INC. AND SUBSIDIARIES

             Condensed, Consolidated Statement of Financial Position

<TABLE>
<CAPTION>
                                                                               September 30,          December 31,
 (In millions)                                                                      2000                  1999
                                                                          --------------------   --------------------
<S>  <C>
Assets                                                                        (Unaudited)
  Investments:
   Fixed maturities available-for-sale, at fair value                            $  46,064               $ 36,932
   Mortgage loans, net of valuation allowance                                        8,430                  3,414
   Policy loans                                                                      1,475                    945
   Short-term investments                                                            3,819                    267
   Other invested assets                                                             1,570                    997
                                                                          --------------------   --------------------

    Total investments                                                               61,358                 42,555

  Cash                                                                                 136                    265
  Accrued investment income                                                            986                    961
  Deferred acquisition costs                                                         3,208                  2,307
  Intangible assets                                                                  5,549                  4,345
  Reinsurance recoverable                                                            1,383                  1,537
  Other assets                                                                       2,651                  3,328
  Separate account assets                                                           11,556                  9,308
                                                                          --------------------   --------------------

         Total assets                                                            $  86,827               $ 64,606
                                                                          ====================   ====================


Liabilities and Shareholder's Interest
Liabilities:
 Future annuity and contract benefits                                            $  57,622               $ 39,639
 Unearned premiums                                                                     838                    842
 Liability for policy and contract claims                                            2,410                  1,886
 Other policyholder liabilities                                                        658                    626
 Accounts payable and accrued expenses                                               3,163                  2,933
 Short-term borrowings                                                               2,081                  1,036
 Separate account liabilities                                                       11,556                  9,308
 Long-term debt                                                                        702                    705
                                                                          --------------------   --------------------

         Total liabilities                                                          79,030                 56,975
                                                                          --------------------   --------------------

Minority interest                                                                       49                    475

Shareholder's interest:
 Net unrealized investment losses                                                     (937)                (1,079)
 Foreign currency translation adjustments                                              100                    220
                                                                          --------------------   --------------------
 Accumulated non-owner changes in equity                                              (837)                  (859)
 Common stock                                                                          ---                    ---
 Additional paid-in capital                                                          6,320                  6,320
 Retained earnings                                                                   2,265                  1,695
                                                                          --------------------   --------------------

         Total shareholder's interest                                                7,748                  7,156
                                                                          --------------------   --------------------

         Total liabilities and shareholder's interest                            $  86,827               $ 64,606
                                                                          ====================   ====================
</TABLE>

See Notes to Condensed, Consolidated Financial Statements.

                                       2
<PAGE>

Item 1. Financial Statements (Continued).


             GE FINANCIAL ASSURANCE HOLDINGS, INC. AND SUBSIDIARIES

                 Condensed, Consolidated Statement of Cash Flows

                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                      Nine Months Ended
                                                                            ------------------------------------------

                                                                              September 30,          September 25,
 (In millions)                                                                     2000                   1999
                                                                           --------------------   -------------------
<S>  <C>
Cash Flows From Operating Activities
 Net earnings                                                                      $   570                $   474
 Adjustments to reconcile net earnings to net cash provided by
    operating activities:
      (Decrease) increase in future policy benefits                                 (5,392)                   666
      Cumulative effect of accounting change, net of tax                                --                    (25)
      Other - net                                                                      569                   (494)
                                                                          --------------------   --------------------

         Net cash (used in) provided by operating activities                        (4,253)                   621
                                                                          --------------------   --------------------


Cash Flows From Investing Activities
   Proceeds from investment securities and other invested assets                     5,787                  5,875
   Principal collected on mortgage and policy loans                                    789                    342
   Purchases of investment securities and other invested assets                    (13,466)                (8,024)
   Mortgage and policy loan originations                                            (1,059)                  (818)
   Acquisitions, net of cash acquired                                                 (519)                   ---
                                                                          --------------------   --------------------

         Net cash used in investing activities                                      (8,468)                (2,625)
                                                                          --------------------   --------------------


Cash Flows From Financing Activities
   Proceeds from issuance of investment contracts                                    6,492                  5,293
   Redemption and benefit payments on investment contracts                          (4,642)                (3,228)
   Net commercial paper borrowings (repayments)                                        883                     (9)
   Proceeds from other borrowings                                                    2,530                  1,243
   Payments on other borrowings                                                     (2,368)                (1,393)
   Cash received upon acquisition of The Signature Group                                --                    129
   Cash received from assumption of Toho Mutual Life Insurance
     Company insurance liabilities                                                  13,177                     --
                                                                          --------------------   --------------------

         Net cash provided by financing activities                                  16,072                  2,035
                                                                          --------------------   --------------------


 Effect of Exchange Rate Changes on Cash                                                72                     14
                                                                          --------------------   --------------------

 Increase in Cash and Equivalents                                                    3,423                     45
 Cash and Equivalents at Beginning of Period                                           532                    378
                                                                          --------------------   --------------------

 Cash and Equivalents at End of Period                                          $    3,955              $     423

                                                                          ====================   ====================
</TABLE>


See Notes to Condensed, Consolidated Financial Statements.

                                       3
<PAGE>

Item 1.  Financial Statements (Continued).

             GE FINANCIAL ASSURANCE HOLDINGS, INC. AND SUBSIDIARIES
              Notes to Condensed, Consolidated Financial Statements
                                   (Unaudited)

1.    The accompanying  condensed,  consolidated  quarterly financial statements
      represent  GE Financial  Assurance  Holdings,  Inc.  and its  consolidated
      subsidiaries  (collectively "the Company").  All significant  intercompany
      transactions have been eliminated.  Certain prior period amounts have been
      reclassified to conform to the current year presentation.

2.    The accompanying 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 financial
      statements  should  not be  regarded  as necessarily indicative of results
      that may be expected for the entire year.

3.    A summary of changes in shareholder's interest that do not result directly
      from transactions with the shareholder follows:

<TABLE>
<CAPTION>
                                                                                      Three Months Ended
                                                                          -------------------------------------------

       (In millions)                                                       September 30, 2000     September 25, 1999
                                                                         ---------------------  ---------------------
<S>  <C>

       Net earnings                                                                 $ 229                $   180
       Unrealized gains (losses) on investment securities - net                       240                    (35)
       Foreign currency translation adjustments                                       (16)                   113
                                                                         ---------------------  ---------------------

       Total                                                                        $ 453                   $258
                                                                         =====================  =====================

                                                                                      Nine Months Ended
                                                                          -------------------------------------------

       (In millions)                                                      September 30, 2000      September 25, 1999
                                                                         ---------------------  ---------------------

       Net earnings                                                                 $ 570                $   474
       Unrealized gains (losses) on investment securities - net                       142                 (1,275)
       Foreign currency translation adjustments                                      (120)                    98
                                                                         ---------------------  ---------------------

       Total                                                                        $ 592                $  (703)
                                                                         =====================  =====================
</TABLE>



4.   The Company conducts its operations through two operating segments: (1)
     Wealth Accumulation and Transfer, comprised of products intended to
     increase the policyholder's wealth, transfer wealth to beneficiaries or
     provide a means for replacing the income of the insured in the event of
     premature death, and (2) Lifestyle Protection and Enhancement, comprised of
     products intended to protect accumulated wealth and income from the
     financial drain of unforeseen events and products which provide consumer
     club membership opportunities.

                                       4
<PAGE>

      The following is a summary of operating segment activity for the three and
      nine month periods ended September 30, 2000 and September 25, 1999:

<TABLE>
<CAPTION>
                                                                                       Three Months Ended
                                                                            ------------------------------------------

       (In millions)                                                       September 30, 2000     September 25, 1999
                                                                          --------------------   --------------------
<S>  <C>

       Revenues
       Wealth Accumulation and Transfer ..........................                  $2,103                $ 1,215
       Lifestyle Protection and Enhancement.......................                     927                    692
                                                                          --------------------   --------------------

             Total revenues ......................................                  $3,030                $ 1,907
                                                                          ====================   ====================

       Earnings before income taxes, minority interest and cumulative
           effect of accounting change
       Wealth Accumulation and Transfer ..........................                  $  335                 $  166
       Lifestyle Protection and Enhancement.......................                       7                     36
                                                                          --------------------   --------------------

             Total earnings before income taxes,  minority interest
                  and cumulative effect of accounting change .....                  $  342                 $  202
                                                                          ====================   ====================

                                                                                        Nine Months Ended
                                                                            ------------------------------------------

       (In millions)                                                       September 30, 2000     September 25, 1999
                                                                          --------------------   --------------------


       Revenues
       Wealth Accumulation and Transfer ..........................                  $6,100                $ 3,646
       Lifestyle Protection and Enhancement.......................                   2,536                  1,762
                                                                          --------------------   --------------------

             Total revenues ......................................                  $8,636                $ 5,408
                                                                          ====================   ====================

       Earnings before income taxes, minority interest and cumulative
           effect of accounting change
       Wealth Accumulation and Transfer ..........................                  $  828                $   527
       Lifestyle Protection and Enhancement.......................                      61                    107
                                                                          --------------------   --------------------

             Total earnings before income taxes,  minority interest
                  and cumulative effect of accounting change .....                  $  889                $   634
                                                                          ====================   ====================
</TABLE>

      The following is a summary of assets by operating  segment as of September
      30, 2000 and December 31, 1999:

<TABLE>
<CAPTION>

                                                                             September 30,          December 31,
       (In millions)                                                              2000                  1999
                                                                          --------------------   --------------------
<S>     <C>

       Assets
       Wealth Accumulation and Transfer ..........................                  $77,670               $ 57,302
       Lifestyle Protection and Enhancement.......................                    9,157                  7,304
                                                                          --------------------   --------------------

             Total assets ........................................                  $86,827               $ 64,606
                                                                          ====================   ====================
</TABLE>


5.   Effective  March 1, 2000, GE Edison Life Insurance  Company (GE Edison),  a
     subsidiary of the Company,  acquired, by  means of a comprehensive transfer
     (the  Transfer) in  accordance  with  the  Insurance  Business Law of Japan
     (IBL),  the  insurance  policies  and  related  assets  of Toho Mutual Life
     Insurance Company (Toho). GE Edison assumed approximately  $21.5 billion of
     policyholder  liabilities,  $0.4  billion of accounts  payable  and accrued
     expenses,  and  acquired  $20.3   billion  of cash,  investments  and other
     tangible assets.  The $1.6 billion  difference  between acquired assets and
     assumed liabilities  represents the present value  of future profits (PVFP)
     on the  transferred  insurance  policies.  Assets   acquired  by GE  Edison
     include  approximately  $0.5  billion of  redeemable   preferred  stock and


                                       5
<PAGE>

     warrants  issued by  another  subsidiary  of the  Company.  The  redeemable
     preferred  stock and  warrants  have been  eliminated  in the  accompanying
     Condensed,  Consolidated Statement of Financial Position. The corresponding
     amount eliminates the minority  interest in the Company  previously held by
     Toho. The Company has recorded the assets acquired and liabilities  assumed
     based on their estimated fair values  according to preliminary  valuations.
     Such estimated values may change as additional  information is obtained and
     the valuations are finalized.

     As disclosed in Note 2 to the Company's  Consolidated  Financial Statements
     for the year ended  December 31,  1999,  included in the  Company's  Annual
     Report on Form 10-K, GE Edison had  previously  acquired  Toho's  operating
     infrastructure  in March  1998.  In June 1999,  the  Financial  Supervisory
     Agency (FSA) of Japan determined that Toho's continued operation was not in
     the best interests of its policyholders  given its weak financial position.
     As a result, the FSA issued a partial business  suspension order to Toho on
     June 4, 1999. In connection with such suspension  order,  the FSA appointed
     two independent  individuals from the Japanese  insurance  industry and the
     Life   Insurance   Association   of   Japan  as   administrators   of  Toho
     (collectively, the Administrator).

     Under the IBL, the sole means for  rehabilitating  an insolvent  insurer is
     through a comprehensive  transfer of the insurer's  insurance  policies and
     assets to a rescuing  company.  On December  22,  1999,  the  Administrator
     entered into an agreement with GE Edison,  acting as the rescuing  company,
     for the comprehensive transfer of Toho's insurance policies. In conjunction
     with the Transfer, the Administrator restructured Toho's in-force insurance
     contracts.  The restructured  insurance  contracts have surrender  charges,
     reduced  benefits  and lower policy  guarantees.  As an  inducement  for GE
     Edison to become the  rescuing  company,  Japan's  Policyholder  Protection
     Corporation  contributed  approximately  $3.6 billion as part of the assets
     supporting Toho's restructured policies.

     The  Company  accounted  for the  Transfer  under  the  purchase  method of
     accounting and, accordingly,  the results of operations of the restructured
     insurance  contracts and related assets have been included in the Company's
     Condensed,  Consolidated  Statement of Current and Retained  Earnings since
     the date of the  Transfer.  In connection  with the  Transfer,  the Company
     terminated its former  reinsurance  arrangements with Toho. Certain amounts
     in the Condensed,  Consolidated  Statement of Current and Retained Earnings
     for the nine  months  ended  September  30,  2000  reflect  the  impact  of
     terminating   such  reinsurance   arrangements.   The  termination  of  the
     reinsurance  arrangements did not have a significant effect on net earnings
     for the three or nine month periods ended September 30, 2000.

6.   On April 3, 2000,  the Company  acquired  Phoenix  American Life  Insurance
     Company,  a subsidiary of Phoenix Home Life Mutual Insurance  Company,  for
     approximately $280 million.  Phoenix American Life Insurance Company, based
     in  Hartford,  Connecticut,  serves the needs of small  business  owners by
     offering a broad range of products including dental,  disability,  and life
     insurance.

7.   Effective July 1,  2000, the Company began  underwriting  and  distributing
     long-term  care insurance  through a strategic  alliance with The Travelers
     Insurance Company  (Travelers) and certain of its Citigroup  affiliates for
     approximately  $411 million.  Under the  arrangement,  the Company acquired
     certain assets used by Travelers in the  underwriting  and  distribution of
     long-term care  insurance,  assumed  through  indemnity  reinsurance 90% of
     Travelers  existing  long-term care  insurance  business and entered into a
     continuing marketing agreement with various Citigroup distribution channels
     including Travelers (the Travelers Transaction).

     Statutory accounting regulations do not allow goodwill to be recognized on
     indemnity reinsurance transactions and therefore, the related statutory
     ceding commission flows through the summary of operations statement as an
     expense resulting in a reduction of earned surplus. As a result of this
     acquisition, the assuming companies' statutory earned surplus was reduced.
     However, the Company's principal insurance subsidiaries maintain positive
     earned surplus and management believes the Company has sufficient liquidity
     to meet its debt service obligations.

8.   The Financial Accounting Standards Board (FASB) has issued, and
     subsequently amended, Statement of Financial Accounting Standards ("SFAS")
     No. 133, Accounting for Derivative Instruments and Hedging Activities,
     effective for the Company on January 1, 2001. Upon adoption, all derivative
     instruments (including certain derivative instruments embedded in other
     contracts) will be recognized in the consolidated statements of financial
     position at their fair values, and changes in such fair values must be
     recognized immediately in earnings unless specific hedging criteria are
     met. Effects of qualifying changes in fair value will be recorded in
     shareholder's interest pending recognition in earnings as offsets to the
     related earnings effects of the hedged items. Management estimates that, at
     September 30, 2000, the effects on its financial statements of adopting
     SFAS No. 133, as amended, would have been to reduce net earnings and
     shareholder's interest by less than $50 million and $200 million,
     respectively. However, the transition effect as of January 1, 2001, cannot
     be estimated at this time because it is subject to the following unknown
     variables as of that date: (1) actual derivatives and related hedge
     positions, (2) market values of derivatives and hedged positions, and (3)
     further interpretation of SFAS No. 133 by the FASB.

                                       6
<PAGE>

Item  2.  Management's Discussion and Analysis of Results of Operations.

Overview

Net earnings before cumulative effect of accounting change for the first nine
months of 2000 were $570 million, a $121 million, or 26.9% increase over the
first nine months of 1999. This increase was driven largely by increased
investment income, premiums earned and surrender fee income due to the transfer
of insurance policies and related assets of Toho to GE Edison and growth in
sales of certain existing products, partially offset by increased benefits and
other changes in policy reserves, amortization of PVFP primarily as a result of
the transfer of insurance policies of Toho to GE Edison and subsequent
surrenders thereof, as well as increased general expenses principally relating
to recent acquisitions and the Company's core growth initiatives.


Operating Results

Premiums increased $1,519 million, or 58.9%, to $4,096 million for the first
nine months of 2000 from $2,577 million for the first nine months of 1999. The
increase primarily relates to the transfer of the insurance policies of Toho to
GE Edison, the acquisitions of The Signature Group in July 1999 and Phoenix
American Life in April 2000, and growth in the Company's life and long-term care
businesses.

Net investment income increased $406 million, or 17.6% to $2,716 million for the
first nine months of 2000 from $2,310 million for the first nine months of 1999.
The increase was primarily attributable to higher levels of average invested
assets ($53.8 billion in first nine months of 2000 vs. $42.6 billion in first
nine months of 1999) due to investments relating to the acquisition of certain
assets of Toho, the acquisitions of The Signature Group in July 1999 and Phoenix
American Life in April 2000, and growth in core invested assets. This increase
was partially offset by a decrease in weighted average yields to 6.9% for the
first nine months of 2000 from 7.4% for the first nine months of 1999 due to
lower yields on investment activity related to the Company's Japanese
operations.

Surrender fee income increased $1,014 million to $1,057 million in the first
nine months of 2000 from $43 million in the first nine months of 1999. The
increase in surrender fee income relates to amounts retained by the Company from
the surrender of policyholder contracts assumed from Toho as part of the
Transfer, which policies became subject to surrender charges under the terms of
the restructuring of Toho's in-force insurance contracts as discussed in Note 5.

Policy fees and other income increased $289 million, or 72.3%, to $689 million
in the first nine months of 2000 from $400 million in the first nine months of
1999. Other income is principally comprised of insurance charges made against
universal life contracts, club membership revenues, fees assessed against
policyholder account values and commission income. The increase in the first
nine months of 2000 was primarily due to club membership revenues generated
after the acquisition of The Signature Group in July 1999 and fee income on
variable annuity products.

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 claim costs incurred during the year under these contracts and property
and casualty policies. These amounts increased $1,574 million, or 61.4%, to
$4,136 million in the first nine months of 2000 from $2,562 million in the first
nine months of 1999. The increase primarily relates to the transfer of the
insurance policies of Toho to GE Edison, acquisitions of The Signature Group in
July 1999 and Phoenix American Life in April 2000, and growth in certain of the
Company's life, long-term care and accident and health products.

Interest credited increased $135 million, or 14.1%, to $1,094 million in the
first nine months of 2000 from $959 million in the first nine months of 1999.
This increase was a result of the increase in underlying reserves arising
primarily from sales of annuity products. The increased sales resulted from
higher crediting rates that the Company implemented in response to changes in
market conditions and other factors.

Commission expenses increased $358 million, or 61.0%, to $945 million in the
first nine months of 2000 from $587 million in the first nine months of 1999
primarily due to higher production levels on certain of the Company's life,
long-term care and annuity products, the acquisitions of The Signature Group in
1999 and Phoenix American Life in April 2000 and the termination of reinsurance
arrangements with Toho.

                                       7
<PAGE>

General expenses were $1,481 million for the first nine months of 2000, an
increase of $578 million, or 64.0%, over the first nine months of 1999 expense
of $903 million. The increase primarily relates to the acquisition of The
Signature Group in July 1999, the transfer of insurance policies and related
assets of Toho to GE Edison, and increases in compensation and other operating
expenses commensurate with the Company's increase in premium revenue and in
support of the Company's core growth initiatives.

Amortization  of  intangibles,  net increased $656 million,  or 279.1%,  to $891
million for the first nine  months of 2000 from $235  million for the first nine
months  of 1999.  The  Company's  intangible  assets  primarily  consist  of two
components that both result from acquisition activities.  PVFP, representing the
estimated future gross profit in acquired insurance, annuity and club membership
contracts, and goodwill, representing the excess of purchase price over the fair
value of identified net assets of the acquired  entities.  Amortization  of PVFP
increased  approximately  $598  million  as a  result  of  the  transfer  of the
insurance  policies of Toho to GE Edison and subsequent  surrenders  thereof and
the acquisition of The Signature Group in July 1999.

Change in deferred acquisition costs, net increased $354 million, or 65.3%, to
$896 million for the first nine months of 2000 from $542 million for the first
nine months of 1999. As discussed in Note 5, a portion of the increase in change
in deferred acquisition costs, net was related to the termination of the Toho
reinsurance arrangements. The remaining increase primarily relates to an
increase in deferral of costs due to increased product sales as a result of
acquisitions and growth in existing products, partially offset by amortization
of previously capitalized acquisition costs.

Interest expense  increased $26 million,  or 37.1%, to $96 million for the first
nine  months of 2000 from $70  million  for the first nine  months of 1999.  The
increase relates  primarily to an increase in weighted average  commercial paper
borrowings outstanding, and an increase in the weighted average interest rate on
commercial paper  borrowings,  for the first nine months of 2000 compared to the
first nine months of 1999.


Provision  for income taxes  increased  $134 million or 74.0% for the first nine
months of 2000 from $181  million  for  the  first  nine  months  of  1999.  The
Company's effective tax rate of 35.4% is 6.9 percentage  points higher  than the
effective tax rate of 28.5% for the first nine months 1999 due  primarily to the
sale of a minority  interest  in a  subsidiary in  1999,   giving  rise  to  the
realization of a deferred tax asset not previously allowed to be recorded.

Financial Condition

Total assets  increased  $22.2  billion,  or 34.4%,  at September  30, 2000 from
December  31,  1999.  As  discussed  in  Note 5 to the  Condensed,  Consolidated
Financial Statements presented herewith,  assets acquired in connection with the
March 1, 2000  comprehensive  transfer  of the  insurance  policies  and related
assets  of  Toho to GE  Edison,  net of  amounts  eliminated  in  consolidation,
approximated $21.9 billion.

Excluding  the  assets  acquired  on March 1,  2000  from  Toho,  various  other
fluctuations in core operations and changes in assets occurred.  Assets invested
in separate  accounts  increased by  approximately  $2.2 billion,  or 24.2%,  at
September  30, 2000 from December 31, 1999  primarily due to continued  sales of
variable annuity  products and overall  increased market value of the underlying
investment funds. Total investments increased approximately $12.8 billion, or
30.1%, at September 30, 2000 from December 31, 1999. This increase was primarily
driven by purchases of short-term investments and other securities by GE Edison
subsequent to the receipt of cash from Toho as part of the Transfer, net of cash
payments related to surrenders of certain contracts by Toho policyholders,
investments received related to the acquisition of Phoenix American Life and the
Travelers Transaction, investment growth in core operations and net investment
income of approximately $2.7 billion. These increases were partially offset by a
$13.2 billion decrease in cash, primarily resulting from purchases of
investments at GE Edison, and various other decreases related to cash flows and
amortization affecting the balance of assets acquired from Toho from the
transfer date through September 30, 2000.

Total liabilities increased $22.1 billion, or 38.7%, at September 30, 2000 from
December 31, 1999. As discussed in Note 5 to the Condensed, Consolidated
Financial Statements presented herewith, liabilities assumed in connection with
the March 1, 2000 transfer of the insurance policies and related assets of Toho
by GE Edison approximated $21.9 billion.

Excluding  the  liabilities  assumed on March 1, 2000 from Toho,  various  other
fluctuations in core operations and changes in liabilities have occurred. Future
annuity and contract benefits decreased  approximately $1.8 billion, or 4.5%, at
September 30, 2000 from December 31, 1999. This decrease resulted primarily from
surrender payments made to former Toho policyholders subsequent to the Transfer,
partially  offset by  growth in  reserves  due to the  sales of  certain  of the

                                       8
<PAGE>

Company's life, annuity, and long-term care business. Accounts payable and
accrued other expenses decreased $0.8 billion, or 27.7%, due primarily to the
timing of net payments and receipts related to the investment portfolio and
normal business activity. Borrowings increased approximately $1,042 million, or
59.9%, primarily as a result of the issuance of additional commercial paper by
the Company, the proceeds of which were used to support strong solvency margins
and claims paying ratings at GE Edison, and the Travelers Transaction. Separate
account liabilities increased by approximately $2.2 billion, or 24.2%, at
September 30, 2000 from December 31, 1999 primarily due to continued sales of
variable annuity products and overall increased market value of the underlying
investment funds.

                                       9
<PAGE>

                           PART II--OTHER INFORMATION

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

     a.  Exhibits.

         Exhibit 12.1  Computation of ratio of earnings to fixed charges.

         Exhibit 27.1 Financial Data Schedule (filed electronically herewith).


     b.  Reports on Form 8-K.

         None.
                                       10
<PAGE>

                                   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 27, 2000       By:             /s/ Thomas W. Casey
                                ------------------------------------------------
                                               Thomas W. Casey,
                               Senior Vice President and Chief Financial Officer
                                          (Principal Financial Officer)


Date: October 27, 2000       By:            /s/ Richard G. Fucci
                                ------------------------------------------------
                                             Richard G. Fucci,
                                       Vice President and Controller
                                       (Principal Accounting Officer)


                                       11
<PAGE>

             GE FINANCIAL ASSURANCE HOLDINGS, INC. AND SUBSIDIARIES

                                Index to Exhibits


   Exhibit No.
----------------

     12.1      Computation of ratio of earnings to fixed charges

     27.1      Financial Data Schedule (filed electronically only)


                                       12