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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended March 31, 2005

OR

For the transition period from                      to                     

Commission file number 333-69620

GE Life and Annuity Assurance Company

(Exact Name of Registrant as Specified in its Charter)

(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 filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

At May 6, 2005, 25,651 shares of common stock with a par value of $1,000.00 were outstanding. The common stock of GE Life and Annuity Assurance Company 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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PART I—FINANCIAL INFORMATION

GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY

Condensed, Consolidated Statement of Current and Retained Earnings

(Dollar amounts in millions)

(Unaudited)

See Notes to Condensed, Consolidated Financial Statements

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GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY

Condensed, Consolidated Statement of Financial Position

(Dollar amounts in millions, except share amounts)

See Notes to Condensed, Consolidated Financial Statements

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GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY

Condensed, Consolidated Statement of Cash Flows

(Dollar amounts in millions)

(Unaudited)

See Notes to Condensed, Consolidated Financial Statements

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GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY

Notes to Condensed, Consolidated Financial Statements

(Unaudited)

The accompanying condensed, consolidated quarterly financial statements represent GE Life and Annuity Assurance Company and its consolidated subsidiary, Assigned Settlement, Inc. (the “Company”, “we”, “us”, or “our” unless the context otherwise requires). All significant intercompany transactions have been eliminated.

We principally offer annuity contracts, guaranteed investment contracts, funding agreements, Medicare supplement insurance and life insurance policies. We do business in all states, except New York, and in the District of Columbia.

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 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 accompanying condensed, consolidated quarterly financial statements are unaudited and have been prepared in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”). These condensed, consolidated financial statements include all adjustments (consisting of normal recurring accruals) considered necessary by management to present a fair statement of the financial position, results of operations, and cash flow for the periods presented. 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 for the fiscal year ended December 31, 2004, contained in our Annual Report on Form 10-K, as of December 31, 2004. (SEC File Number 333-69620). Certain prior year amounts have been reclassified to conform with the current year presentation.

On May 24, 2004, GE Financial Assurance Holdings, Inc. (“GEFAHI”) transferred substantially all of its assets to Genworth Financial, Inc. (“Genworth”), including all of the outstanding capital stock of GNA Corporation (“GNA”), our indirect parent, and 800 shares of our common stock that GEFAHI had held directly. As a result, we became an indirect, wholly-owned subsidiary of Genworth. On May 25, 2004, Genworth’s Class A common stock began trading on The New York Stock Exchange. Approximately 48% of Genworth’s common stock is now owned by public shareholders. GEFAHI continues to own approximately 52% of Genworth’s common stock.

On May 31, 2004, (1) Genworth contributed to GNA and GNA in turn contributed to General Electric Capital Assurance Company (“GECA”) 800 shares of our common stock and (2) Federal Home Life Insurance Company paid a dividend to GECA consisting of 2,378 shares of our common stock. As a result of the foregoing contribution and dividend, we became a direct, wholly-owned subsidiary of GECA while remaining an indirect, wholly-owned subsidiary of Genworth.

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GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY

Notes to Condensed, Consolidated Financial Statements—(Continued)

(Unaudited)

A summary of changes in stockholder’s interest that do not result directly from transactions with our shareholder follows:

Our operations are conducted under two reporting segments corresponding to customer needs: Retirement Income and Investments and Protection. We also have a Corporate and Other segment.

Through our Retirement Income and Investments segment, we offer deferred annuities (variable and fixed) and variable life insurance to a broad range of individual consumers who want to accumulate tax-deferred assets for retirement, desire a tax-efficient source of income and seek to protect against outliving their assets. We also offer guaranteed investment contracts (“GICs”) and funding agreements as investment products to qualified institutional buyers.

Our Protection segment includes universal life insurance, interest-sensitive whole life insurance and Medicare supplement insurance. Life insurance products provide protection against financial hardship after the death of an insured by providing cash payment to the beneficiaries of the policyholder. Medicare supplement insurance provides coverage for Medicare-qualified expenses that are not covered by Medicare because of applicable deductibles or maximum limits.

The Corporate and Other segment consists primarily of net realized investment gains (losses), interest and other financing expenses.

The following is a summary of operating segment activity:

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GE LIFE AND ANNUITY ASSURANCE COMPANY AND SUBSIDIARY

Notes to Condensed, Consolidated Financial Statements—(Continued)

(Unaudited)

The following is a summary of assets by operating segment:

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THREE MONTHS ENDED MARCH 31, 2005 COMPARED WITH THE THREE MONTHS ENDED MARCH 31, 2004

Operating Results

Net investment income decreased $21.3 million, or 16.5%, to $107.8 million for the three months ended March 31, 2005 from $129.1 million in the comparable 2004 period. The decrease was primarily the result of lower levels of average invested assets attributable to reinsurance transactions with Union Fidelity Life Insurance Company (“UFLIC”), an affiliate, executed in the second quarter of 2004, partially offset by an increase in weighted average investment yields. Average invested assets for the three months ended March 31, 2005 were $8,077.6 million compared to $10,985.8 million for the three months ended March 31, 2004. Weighted average investment yields were 5.34% for the first three months of 2005 compared to 4.69% for the first three months of 2004.

Net realized investment gains increased $2.0 million to $3.1 million for the three months ended March 31, 2005 from $1.1 million in the comparable 2004 period. For 2005, gross realized investment gains and (losses) were $8.1 million and $(5.0) million, respectively. For 2004, gross realized gains and (losses) were $2.1 million and $(1.0) million, respectively. Impairment losses recognized as part of gross realized losses in the three months ended March 31, 2005 were $3.7 million. There were no impairment losses recognized in the three month period ended March 31, 2004.

Premiums decreased $1.0 million, or 3.8%, to $25.0 million for the three months ended March 31, 2005 from $26.0 million in the comparable 2004 period. The decrease was primarily attributable to a $1.6 million decline in premiums from a runoff block of whole life policies, partially offset by a $0.7 million increase in sales of our Medicare supplement products.

Cost of insurance increased $1.5 million, or 4.1% to $37.9 million for the three months ended March 31, 2005 from $36.4 million in the comparable 2004 period. The increase was primarily attributable to product guarantees on new variable annuity business and slightly higher cost of insurance related to an aging block of universal life policies.