SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2002 Commission File Number 1-6798 TRANSAMERICA FINANCE CORPORATION(Exact name of registrant as specified in its charter)

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 Quarterly Period Ended September 30, 2001

Commission File Number 1-6798

TRANSAMERICA FINANCE CORPORATION(Exact name of registrant as specified in its charter)

Delaware	95-1077235
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

9399 West Higgins RoadRosemont, Illinois 60018 (Address of principal executive offices) (Zip Code) (847) 685-1100(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 3 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 [ ] Number of shares of Common Stock, $10 par value, outstanding as of close of business on August 7, 2002: 1,464,285. The registrant meets the conditions set forth in General Instruction H(1)(a)(b) and (c) of Form 10-Q and is therefore filing this form with the reduced disclosure format.

~~(847)~~TABLE ~~685-1100(Registrant’s~~OF ~~telephone number, including area code)~~CONTENTS

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 3 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 [ ]Page

~~Number~~PART ofI ~~shares~~– ofFINANCIAL ~~Common Stock, $10 par value, outstanding as of close of business on November 8, 2001: 1,464,285.~~INFORMATION

~~TRANSAMERICA~~Item ~~FINANCE~~1 ~~CORPORATION~~Condensed Consolidated Balance Sheets June 30, 2002 and December 31, 2001 1

~~FORM~~Condensed ~~10-Q~~Consolidated Statements of Income Six and Three Months Ended June 30, 2002 and 2001 2

~~Part~~Condensed I.Consolidated ~~Financial~~Statements ~~Information~~of Cash Flows Six and Three Months Ended June 30, 2002 and 2001 3

~~Item~~Notes 1.to Condensed Consolidated Financial Statements 4

~~The~~Item ~~following~~2 ~~unaudited consolidated~~Management’s ~~financial~~Narrative ~~statements~~Analysis of Transamerica Finance Corporation and its subsidiaries (the “Company”) for the periods ended September 30, 2001 and 2000, do not include complete financial information and should be read in conjunction with the Consolidated Financial Statements filed with the Commission on Form 10-K for the year ended December 31, 2000. The financial information presented in the financial statements included in this report reflects all adjustments, consisting only of normal recurring accruals, which are, in the opinion of management, necessary for a fair statement of results for the interim periods presented. Results ~~for the interim periods are not necessarily indicative~~ of ~~the~~Operations ~~results that may be expected for the entire year.~~7

*PART *II *– *OTHER *INFORMATION

OnItem ~~July~~6 ~~21,~~Exhibits ~~1999, Transamerica~~and ~~Corporation,~~Reports ~~which~~on ~~owns~~Form ~~all~~8-K of the Company’s outstanding common stock, completed its merger with a subsidiary of AEGON N. V. (AEGON), a Netherlands based international insurance company. As a result, the Company is now an indirect subsidiary of AEGON.12

InSignatures 2000, the Company determined that certain of its businesses did not fit its long-term strategy. As a result of this determination, the Company reclassified certain assets to assets held for sale. The Company also identified certain other assets as liquidating and retained those assets in finance receivables. The ultimate disposition of these assets will be based on maximizing value for AEGON. At September 30, 2001, $394.3 million of the Company’s net finance receivables and equipment held for lease, net of a valuation allowance of $123.0 million, were classified as assets held for sale and $426.3 million of the Company’s net finance receivables were identified as liquidating. Due to a softer market caused by a downturn in the economy, management’s ability to dispose of these assets may be delayed.13

AsPART aI ~~result~~- ofFINANCIAL ~~the~~INFORMATION ~~September 11,~~Item ~~2001 terrorist attacks on the World Trade Center and the Pentagon, the aerospace industry is experiencing adverse changes to, and reductions in, its commercial operations~~1. ~~The~~Financial ~~commercial~~Statements ~~lending~~TRANSAMERICA ~~operation’s~~FINANCE ~~aircraft portfolio~~CORPORATION ~~represents~~CONDENSED ~~$381~~CONSOLIDATED ~~million~~BALANCE SHEETS (~~5%)~~Dollar ofamounts the net finance receivables outstanding at September 30, 2001. The portfolio is largely comprised of aircraft with long remaining useful lives and broad user bases. Management is continuing to review the portfolio for impairment, while also monitoring any associated risks that exist relating to useful lives and changes in ~~residual values. Management believes that any future impairment of this portfolio should not have a material impact on the company’s financial position.~~millions)

	June 30, 2002			December 31, 2001

ASSETS
Cash and cash equivalents	$	30.7		$	56.2

Finance receivables		7,129.3			7,774.3
Less unearned finance charges		619.4			705.7

Net finance receivables		6,509.9			7,068.6
Less allowance for losses		142.9			136.8

		6,367.0			6,931.8
Property and equipment (net of accumulated depreciation of
$1,356.8 in 2002 and $1,305.7 in 2001):
Land, buildings and equipment		53.6			68.4
Equipment held for lease		1,688.5			1,784.1
Investments (cost of $77.3 in 2002 and $68.3 in 2001)		76.9			78.3
Goodwill		262.4			305.5
Intangible assets (net of accumulated amortization of $48.0 in
2002 and $44.2 in 2001)		101.9			105.9
Assets held for sale		104.6			282.0
Other assets		434.4			519.3

	$	9,120.0		$	10,131.5

LIABILITIES AND STOCKHOLDER’S EQUITY
Debt:
Unsubordinated	$	4,186.4		$	5,488.6
Subordinated		60.5			60.5
Due to AEGON affiliates		2,028.2			1,620.9

Total debt		6,275.1			7,170.0
Deferred real estate service revenues		303.6			308.0
Accounts payable and other liabilities		974.3			921.6
Income taxes payable		402.4			387.8
Stockholder’s equity:
Preferred stock—authorized, 250,000 shares without par value;
none issued		—			—
Common stock—authorized, 2,500,000 shares of $10 par value;
issued and outstanding, 1,464,285 shares		14.6			14.6
Additional paid-in capital		1,129.9			1,294.0
Retained earnings		45.5			80.1
Accumulated other comprehensive loss		(25.4	)		(44.6	)

Total stockholder’s equity		1,164.6			1,344.1

	$	9,120.0		$	10,131.5

~~TRANSAMERICA~~See ~~FINANCE~~notes ~~CORPORATIONCONSOLIDATED~~to ~~BALANCE~~condensed ~~SHEETS (Dollar~~consolidated ~~amounts~~financial instatements ~~millions)~~1

	September 30,2001			December 31,2000
ASSETS
Cash and cash equivalents	$	254.5		$	47.6
Finance receivables		8,228.1			9,301.6
Less unearned finance charges		754.9			846.5
Net finance receivables		7,473.2			8,455.1
Less allowance for losses		155.9			158.9
		7,317.3			8,296.2
Property and equipment, net of accumulated depreciation of
$1,303.1 in 2001 and $1,205.1 in 2000:
Land, buildings and equipment		72.5			79.5
Equipment held for lease		1,858.3			2,023.1
Investments (cost of $71.7 in 2001 and $72.3 in 2000)		78.4			103.2
Goodwill, net of accumulated amortization of $197.8 in 2001 and
$186.5 in 2000		310.0			321.9
Assets held for sale		394.3			1,151.5
Advances due from affiliates		93.2			225.6
Other assets		534.3			639.2
	$	10,912.8		$	12,887.8
LIABILITIES AND STOCKHOLDER’S EQUITY
Debt:
Unsubordinated	$	6,944.5		$	8,984.1
Subordinated		60.5			62.5
Due to AEGON affiliates		650.0			400.0
Total debt		7,655.0			9,446.6
Deferred real estate service revenues		304.4			307.6
Accounts payable and other liabilities		1,123.3			1,039.6
Income taxes payable		396.3			399.6
Stockholder’s equity:
Preferred stock—authorized, 250,000 shares without par value;
none issued		—			—
Common stock—authorized, 2,500,000 shares of $10 par value;
issued and outstanding, 1,464,285 shares		14.6			14.6
Additional paid-in capital		1,403.5			1,679.7
Retained earnings		55.0			0.4
Accumulated other comprehensive loss		(39.3	)		(0.3	)
Total stockholder’s equity		1,433.8			1,694.4
	$	10,912.8		$	12,887.8

TRANSAMERICA FINANCE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollar amounts in millions)

	Six months ended June 30,						Three months ended June 30,
	2002			2001			2002			2001

REVENUES
Finance charges	$	335.3		$	443.8		$	166.6		$	220.7
Leasing revenues		204.9			223.4			103.3			118.4
Real estate service revenues		116.4			110.8			57.1			58.9
Other revenues		65.3			142.1			34.1			61.1

Total revenues		721.9			920.1			361.1			459.1

EXPENSES
Interest and debt expense		132.5			261.5			65.2			123.9
Depreciation on equipment held for lease		105.5			111.4			52.7			55.5
Salaries and other operating expenses		322.2			419.8			158.9			216.0
Provision for losses on receivables		51.4			74.8			29.1			45.0

Total expenses		611.6			867.5			305.9			440.4
Income from continuing operations before income taxes		110.3			52.6			55.2			18.7
Income tax expense (benefit)		32.2			(2.2	)		19.9			(16.8	)

Income from continuing operations		78.1			54.8			35.3			35.5
Loss from discontinued operations (net of income tax benefit of
$3.3 and $1.2 in 2002, and $0.8 and $0.3 in 2001)		(6.0	)		(1.5	)		(1.1	)		(0.7	)

Income before cumulative effects of accounting changes		72.1			53.3			34.2			34.8
Cumulative effects of accounting changes (net of income tax
expense (benefit) of ($2.6) in 2002 and $4.1 in 2001)		(43.4	)		7.7			—			—

Net income	$	28.7		$	61.0		$	34.2		$	34.8

~~TRANSAMERICA~~See ~~FINANCE~~notes ~~CORPORATIONCONSOLIDATED~~to ~~STATEMENTS~~condensed OFconsolidated ~~INCOME (Dollar~~financial ~~amounts~~statements ~~in millions)~~2

	Nine months endedSeptember 30,					Three months endedSeptember 30,
	2001		2000			2001		2000
REVENUES
Finance charges	$	640.8	$	801.4		$	197.0	$	262.3
Leasing revenues		331.1		511.5			107.7		167.4
Real estate service revenues		167.8		187.5			57.0		58.2
Other		190.1		135.1			46.7		50.5
Total revenues		1,329.8		1,635.5			408.4		538.4
EXPENSES
Interest and debt expense		361.5		457.9			100.0		158.4
Depreciation on equipment held for lease		167.1		226.6			55.7		74.6
Salaries and other operating expenses		618.4		676.4			195.0		211.1
Provision for expected losses on disposal of business units		—		231.6			—		153.2
Provision for losses on receivables		101.4		83.2			26.6		25.3
Total expenses		1,248.4		1,675.7			377.3		622.6
Income (loss) before income taxes and cumulative effect of
accounting change		81.4		(40.2	)		31.1		(84.2	)
Income tax expense (benefit)		9.5		(2.6	)		12.5		(21.6	)
Income (loss) before cumulative effect of accounting change		71.9		(37.6	)		18.6		(62.6	)
Cumulative effect of accounting change (net of income taxes of
$4.1)		7.7		—			—		—
Net income (loss)	$	79.6	$	(37.6	)	$	18.6	$	(62.6	)

TRANSAMERICA FINANCE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in millions)

	Six months ended June 30,
	2002			2001

OPERATING ACTIVITIES
Net income	$	28.7		$	61.0
Adjustments to reconcile net income to net cash provided by
operating activities:
Cumulative effects of accounting changes		43.4			(7.7	)
Depreciation and amortization		120.4			136.8
Provision for losses on receivables		51.4			74.8
Change in accounts payable and other liabilities		52.7			39.7
Change in income taxes payable		14.6			(9.7	)
Other		152.5			150.5

Net cash provided by operating activities		463.7			445.4

INVESTING ACTIVITIES
Finance receivables originated and purchased		(12,412.0	)		(12,875.5	)
Finance receivables collected and sold		12,862.6			13,415.2
Purchases of property and equipment		(36.1	)		(83.1	)
Sales of property and equipment		31.6			53.3
Proceeds from sale of certain assets held for sale		218.1			455.9
Other		(14.6	)		(146.8	)

Net cash provided by investing activities		649.6			819.0

FINANCING ACTIVITIES
Proceeds from debt financing		3,613.2			3,302.1
Repayments of debt		(4,931.9	)		(4,496.8	)
Proceeds from debt financing with AEGON affiliates		352.7			—
Capital contributions from parent company		—			103.2
Dividends to parent		(63.3	)		(25.0	)
Return of capital		(109.5	)		(60.0	)

Net cash used in financing activities		(1,138.8	)		(1,176.5	)

Increase (decrease) in cash and cash equivalents		(25.5	)		87.9
Cash and cash equivalents at beginning of year		56.2			47.6

Cash and cash equivalents at end of period	$	30.7		$	135.5

~~TRANSAMERICA~~See ~~FINANCE~~notes ~~CORPORATIONCONSOLIDATED~~to ~~STATEMENTS~~condensed OFconsolidated ~~CASH~~financial ~~FLOWS (Dollar~~statements ~~amounts in millions)~~3

	Nine months endedSeptember 30,
	2001			2000
OPERATING ACTIVITIES
Net income (loss)	$	79.6		$	(37.6	)
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization		193.6			262.2
Provision for losses on receivables		101.4			83.2
Provision for expected losses on disposal of assets of
business units		—			231.6
Change in accounts payable and other liabilities		(25.6	)		0.6
Change in income taxes payable		(3.3	)		0.8
Other		14.4			(2.9	)
Net cash provided by operating activities		360.1			537.9
INVESTING ACTIVITIES
Finance receivables originated		(18,906.1	)		(22,230.4	)
Finance receivables collected and sold		19,860.9			20,637.5
Purchases of property and equipment		(130.1	)		(191.5	)
Sales of property and equipment		96.2			83.4
Proceeds from sale of certain assets held for sale		782.3			799.8
Other		17.1			(0.3	)
Net cash provided by (used in) investing activities		1,720.3			(901.5	)
FINANCING ACTIVITIES
Proceeds from debt financing		4,221.4			4,681.9
Repayments of debt		(6,309.0	)		(4,359.9	)
Proceeds from debt financing with AEGON affiliates		250.0			100.0
Capital contributions		104.3			298.1
Cash dividends paid		(25.0	)		(56.5	)
Return of capital		(115.2	)		(219.5	)
Net cash provided by (used in) financing activities		(1,873.5	)		444.1
Increase in cash and cash equivalents		206.9			80.5
Cash and cash equivalents at beginning of year		47.6			23.8
Cash and cash equivalents at end of period	$	254.5		$	104.3

TRANSAMERICA FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note A — Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Transamerica Finance Corporation and its subsidiaries (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by these accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six and three month periods ended June 30, 2002 are not necessarily indicative of the results that may be expected for the year ending December 31, 2002. For further information, refer to the consolidated financial statements and footnotes set forth in the Company’s Form 10-K for the year ended December 31, 2001. Certain reclassifications have been made to the 2001 condensed consolidated financial statements to conform to the 2002 classifications.

Note B — Impact of Recently Issued Accounting Standards

In June of 2001, the Financial Accounting Standards Board (“FASB”) issued Statement No. 142, Goodwill and Other Intangible Assets (“FAS No. 142”). This statement significantly changed the accounting for goodwill and intangible assets. Under FAS No. 142, goodwill and intangible assets deemed to have indefinite lives are no longer amortized but are subject to annual fair value impairment tests in accordance with the statement. Other intangible assets will continue to be amortized over their useful lives.

The Company adopted FAS No. 142 as of January 1, 2002. Pursuant to FAS No. 142, the Company completed its assessment of its previously recognized intangible assets and goodwill in the first quarter of 2002. Based on the results of this assessment, $1.4 million of intangible assets were reclassified as goodwill. The Company also performed the goodwill impairment test required under FAS No. 142 by comparing the unamortized balance of its goodwill to the implied fair value of its goodwill determined through the use of a discounted cash flow model. As a result of this test, the Company recognized after tax impairment losses of $35.4 million and $8.0 million on the goodwill of the intermodal leasing operation and a reporting unit in the commercial lending operation, respectively. These losses were recorded as the cumulative effect of a change in accounting principle in the first quarter of 2002. The Company previously evaluated goodwill for impairment by comparing the unamortized balance of its goodwill to projected undiscounted cash flows. Under this methodology the Company did not have any goodwill impairment.

The Company’s net income adjusted to exclude goodwill amortization was as follows:

	Six months ended June 30, 2001		Three months ended June 30, 2001

Reported net income	$	61.0	$	34.8
Add back: Goodwill amortization		7.4		3.7

Adjusted net income	$	68.4	$	38.5

~~TRANSAMERICA~~In ~~FINANCE~~September ~~CORPORATIONCONSOLIDATED~~2001, ~~STATEMENTS~~the OFFASB ~~RETAINED EARNINGS~~issued Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (~~Dollar~~“FAS ~~amounts~~No. 144”), that is applicable to financial statements issued for fiscal years beginning after December 15, 2001. This statement superseded FASB Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, and significantly changed the criteria that have to be met in ~~millions~~order to classify an asset as held for sale. The new rules also superseded the provisions of Accounting Principles Board Opinion 30, Reporting the Results of Operations – Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions (“APB 30”), with regard to reporting the effects of a disposal of a segment or a component of a business, requiring expected future operating losses from discontinued operations to be reported in discontinued operations in the period(s) in which the losses are incurred, rather than as of the measurement date as required by APB 30. The Company adopted FAS No. 144 as of January 1, 2002 without any impact on the Company’s financial position or the results of its operations. With respect to the Company’s assets held for sale in its commercial lending operation, the Company will continue to account for these assets under the provisions of APB 30 as prescribed under FAS No. 144. Note C — Discontinued Operations During the first quarter of 2002, the Company determined that its ninety-five percent owned investment in TerraPoint, LLC (“TerraPoint”) did not fit its long term strategy. As a result of this determination, the Company reclassified the net assets of TerraPoint, consisting of $11.5 million of accounts receivable and fixed assets, as assets held for sale. In the second quarter of 2002, the Company completed the sale of its investment in TerraPoint, which resulted in a loss of $8.1 million ($5.3 million after tax). The condensed consolidated statements of income have been restated to reflect the results of operations of TerraPoint as a discontinued operation. TerraPoint was part of the Company’s Real Estate Information Services segment. Net revenues for TerraPoint for the first half and second quarter of 2002 were $3.0 million and $0.7 million, respectively, and $1.3 million and $0.7 million for the comparable periods of 2001. Note D — Consolidated Statements of Retained Earnings

	Nine months endedSeptember 30,
	Six months endedJune 30,
	2001			2000
	2002			2001
Balance at beginning of year	$	080.41		$	370.34
Net income (loss)		79.6			(37.6	)
Net income		28.7			61.0
Dividend declared and paid		(25.0	)		(56.5	)
Dividends to parent		(63.3	)		(25.0	)
Balance at end of period	$	5545.05		$	~~(56~~36.84	)

Item 2. Management’s Narrative Analysis of Results of Operations

The following tables set forth revenues and income (loss) by line of business for the periods indicated:

	Nine months ended September 30,(Dollar amounts in millions)
	Revenues				Income (loss)
	2001		2000		2001			2000
Commercial lending	$	823.0	$	926.2	$	69.1		$	(45.9	)
Intermodal leasing		335.3		512.0		(16.0	)		9.4
Real estate information services		170.8		197.3		29.2			16.6
Other		0.7		—		0.7			(4.4	)
	$	1,329.8	$	1,635.5		83.0			(24.3	)
Amortization of goodwill (net of tax)						(11.1	)		(13.3	)
Income (loss) before cumulative
effect of accounting change						71.9			(37.6	)
Cumulative effect of accounting
change						7.7			—
Net income (loss)					$	79.6		$	(37.6	)

	Three months ended September 30,(Dollar amounts in millions)
	Revenues				Income (loss)
	2001		2000		2001			2000
Commercial lending	$	243.6	$	310.9	$	24.7		$	(62.3	)
Intermodal leasing		108.2		163.3		(4.7	)		(1.6	)
Real estate information services		56.3		64.2		6.4			6.9
Other		0.3		—		(4.1	)		(1.5	)
	$	408.4	$	538.4		22.3			(58.5	)
Amortization of goodwill (net of tax)						(3.7	)		(4.1	)
Net income (loss)					$	18.6		$	(62.6	)

~~Commercial~~Note ~~Lending~~E — Comprehensive Income The components of comprehensive income were as follows:

Commercial lending’s income from operations for the first nine months and third quarter of 2001 were $69.1 million and $24.7 million compared with losses of $45.9 million and $62.3 million, respectively, for the corresponding periods of 2000. Operating results for the first nine months and third quarter of 2001 included after tax losses of $2.3 million and $2.1 million, respectively, resulting from the mark to market of its stock warrant portfolio, which is accounted for as a derivative instrument under Financial Accounting Standards Board (“FASB”) Statement No. 133, Accounting for Derivative Instruments and Hedging Activities (“FAS No. 133”). In addition, operating results for the first nine months of 2001 included $3.2 million in after tax gains resulting from the sale of a portion of stock received from the exercise of stock warrants. During the first nine months and third quarter of 2001, the commercial lending operation sold approximately $770 million and $320 million, respectively, of retail net finance receivables, which resulted in after tax gains of $7.7 and $0.7 million, respectively. Also, during the first nine months of 2001, the commercial lending operation recorded an after tax gain of $1.2 million from the sale of certain assets of the insurance premium finance business. In connection with the insurance premium finance asset sale, a decision was made to liquidate the remaining insurance premium finance net finance receivables and reclassify the net carrying value of those receivables from assets held for sale to net finance receivables.

	Six months ended June 30,						Three months ended June 30,
	2002			2001			2002			2001

Net income	$	28.7		$	61.0		$	34.2		$	34.8
Other comprehensive income (loss):
Change in net unrealized gains from investments
marked to fair value (net of tax)		(6.1	)		(10.1	)		(2.8	)		(0.1	)
Foreign currency translation adjustments		25.7			(36.1	)		33.6			(2.9	)
Change in unrealized gains from derivatives
marked to fair value (net of tax)		(0.4	)		(1.0	)		(0.8	)		0.6
Cumulative effect of accounting change (net of tax)		—			0.3			—			—

Comprehensive income	$	47.9		$	14.1		$	64.2		$	32.4

Operating results for the nine months and third quarter ended September 30, 2000 included a charge of $231.6 million ($159.2 million after tax) and $153.2 million ($101.2 million after tax), respectively, resulting from the decision to exit the consumer mortgage and insurance premium finance businesses in the second quarter, and the retail finance and small business administration loan businesses in the third quarter. The provisions were primarily for the write-off of related goodwill and for the reduction of the net carrying value of the related net finance receivables portfolios to their estimated realizable value. The net finance receivables of these operations totaled $2,043.3 million and were reclassified to assets held for sale. During the third quarter of 2000, the commercial lending operation sold $536.1 million of consumer mortgage receivables at their net carrying value. Also included in the results for the first nine months and third quarter of 2000 were after tax gains of $12.3 million and $0.7 million, respectively, from the sale of a portion of stock received from the exercise of stock warrants. Operating results for the first nine months of 2000 included a $1.7 million after tax charge resulting from the accelerated amortization of premiums upon the termination of the $150.0 million retail revolving credit card securitization.

Excluding the items discussed above, commercial lending income from operations for the first nine months and third quarter of 2001 decreased $43.4 million (42%) and $12.1 million (32%) from the comparable prior year periods. The decreases were primarily due to higher credit losses in the transportation and technology portfolios and reduced earnings as a result of reductions of net finance receivables in the assets held for sale and liquidating portfolios.

Revenues for the first nine months and third quarter of 2001 decreased $103.2 million (11%) and $67.3 million (22%) from the corresponding periods of 2000. The decreases were principally a result of the sale and liquidation of net finance receivables in the assets held for sale and liquidating portfolios and lower lending rates resulting from a decline in the interest rate environment. Additionally, revenues in the first nine months of 2001 included $5.0 million of gains on the sale of a portion of stock received from the exercise of stock warrants. No gains were recorded in the third quarter of 2001. The first nine months and third quarter of 2000 had stock sale gains of $19.6 million and $1.2 million, respectively.

~~Interest~~Item ~~expense decreased $68~~2.1 ~~million~~Management’s ~~(18%)~~Narrative ~~and~~Analysis ~~$47.0 million (37%) for the first nine months and third quarter~~ of ~~2001~~Results due primarily to lower borrowing rates and lower average debt levels related to the decline in average net finance receivables in the assets held for sale and liquidating portfolios. Operating expenses for the first nine months of ~~2001 increased $18~~Operations.7 million (6%) compared with the first nine months of 2000 primarily due to costs associated with the runoff of the held for sale and liquidating loan portfolios. Operating expenses for the third quarter of 2001 were relatively constant with the prior year third quarter. The ~~provision for~~following ~~losses~~tables onset ~~receivables~~forth ~~for~~revenues ~~the first nine months~~ and ~~third~~income ~~quarter of 2001 increased $18.2 million~~ (~~22%~~loss) ~~and~~by ~~$1.3 million~~line ~~(5%) from the corresponding periods~~ of ~~2000~~business principally as a result of increased credit losses and higher non-earning finance receivables in the transportation and technology portfolios. Credit losses, net of recoveries, on an annualized basis as a percentage of average net finance receivables outstanding (average net finance receivables outstanding include receivables classified as assets held for ~~sale), were 2.12% for~~ the ~~first nine months and 2.32% for the third quarter of 2001 compared with 0.52% and 0.49% for the comparable~~ periods ~~of 2000.~~indicated:

Net commercial finance receivables outstanding at September 30, 2001 decreased $981.9 million (12%) from December 31, 2000. The decrease was primarily due to lower volume caused by the general downturn in the economy along with the seasonality impact in the distribution finance portfolio. Management has established an allowance for losses on net finance receivables of $155.8 million (2.09% of net finance receivables outstanding) at September 30, 2001 compared with $158.9 million (1.88% of net finance receivables outstanding) at December 31, 2000.

	Six months ended June 30,
	Revenues					Income (loss)
	2002			2001		2002			2001


Commercial lending	$	402.8		$	579.4	$	65.5		$	44.4
Intermodal leasing		202.4			227.1		(0.9	)		(11.3	)
Real estate information services		118.2			113.2		16.4			24.3
Other⁽¹⁾		(1.5	)		0.4		(2.9	)		4.8

	$	721.9		$	920.1		78.1			62.2

Amortization of goodwill (net of tax)							—			(7.4	)

Income from continuing operations							78.1			54.8
Loss from discontinued operations (net of tax)							(6.0	)		(1.5	)

Income before cumulative effects of
accounting changes							72.1			53.3
Cumulative effects of accounting changes (net of tax)							(43.4	)		7.7

Net income						$	28.7		$	61.0

Delinquent finance receivables consist of the installment balance for inventory finance and asset-based lending finance receivables more than 60 days past due and the finance receivables balance for all other receivables over 60 days past due. At September 30, 2001, delinquent receivables were $157.6 million (1.92% of finance receivables outstanding) compared with $128.5 million (1.38% of finance receivables outstanding) at December 31, 2000.

	Three months ended June 30,
	Revenues					Income (loss)
	2002			2001		2002			2001


Commercial lending	$	200.3		$	280.8	$	30.1		$	20.7
Intermodal leasing		104.5			117.9		(2.1	)		(3.6	)
Real estate information services		58.0			60.3		9.3			20.7
Other⁽¹⁾		(1.7	)		0.1		(2.0	)		1.4

	$	361.1		$	459.1		35.3			39.2

Amortization of goodwill (net of tax)							—			(3.7	)

Income from continuing operations							35.3			35.5
Loss from discontinued operations (net of tax)							(1.1	)		(0.7	)

Net income						$	34.2		$	34.8

Non-earning finance receivables consist of balances from borrowers that are more than 90 days delinquent for non credit card receivables or at such earlier time as full collectibility becomes doubtful. Non-earning finance receivables on revolving credit card accounts consist of balances from borrowers in bankruptcy and accounts for which full collectibility is doubtful. Non-earning finance receivables were $243.0 million (~~2.95% of finance receivables outstanding~~1) ~~at September~~Unallocated ~~30,~~items ~~2001~~including ~~compared~~intercompany ~~with $193~~eliminations.9 ~~million (2.08% of finance receivables outstanding) at December 31, 2000. The increase in delinquent and non-earning finance receivables was primarily in the transportation and technology portfolios.~~7

~~Assets~~Commercial ~~held~~Lending Income from operations for ~~sale~~the atfirst ~~September~~half ~~30, 2001~~and ~~totaled~~second quarter of 2002 was $~~389~~65.5 million and $30.1 million, ~~net~~respectively, compared with income of a$44.4 million and $~~118~~20.7 million ~~valuation~~for ~~allowance,~~the corresponding periods of 2001. Operating results for the first half and ~~consisted~~ second quarter of ~~retail~~2002 ~~finance~~included after tax charges of $1.3 million and $0.2 million, ~~consumer~~respectively, ~~mortgage~~resulting from the reduction in the fair value of the operation’s stock warrants, which are accounted for as derivative instruments under FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities (“FAS No. 133”). This compares with an after tax charge of $0.2 million and an after tax gain of $1.6 million for the corresponding periods of 2001. During the first half of 2002, the commercial lending operation sold $23.6 million of small business administration loan net finance receivables and ~~other~~$193.5 ~~repossessed~~million ~~assets~~of retail finance net finance receivables at their net carrying values. During the first half and second quarter of 2001, ~~insurance premium~~the operation sold $450.0 million and $238.9 million, respectively, of retail finance net finance receivables, ~~totaling~~which resulted in after tax gains of $~~113~~7.80 million ~~were~~and ~~reclassified~~$1.0 million, respectively. Also, during the first half and second quarter of 2001, the operation recorded an after tax gain of $1.2 million and an after tax loss of $0.3 million, respectively, from the sale of certain assets of the insurance premium finance business. In connection with the insurance premium finance asset sale in the first quarter of 2001, a decision was made to liquidate the remaining insurance premium finance net finance receivables and to reclassify the net carrying value of those receivables from assets held for sale to net finance receivables. Operating results for the first half of 2001 included $3.2 million in ~~connection~~after ~~with~~tax gains resulting from the sale of ~~certain related~~a ~~assets~~portion of stock received from the exercise of stock warrants. Excluding the above items, income from operations for the first half and second quarter of 2002 increased $33.6 million (101%) and $11.9 million (65%), respectively, from the ~~decision~~comparable prior year periods. The increases were primarily due to ~~liquidate~~lower operating expenses and provisions for losses on finance receivables partially offset by reduced margins from lower average net finance receivables outstanding in the ~~remaining~~liquidating ~~portfolio.~~and ~~Assets~~assets held for sale atportfolios. ~~December~~Revenues for the first half and second quarter of 2002 decreased $176.6 million (31%) and $80.5 million (29%), ~~2000~~respectively, ~~totaled~~from the corresponding 2001 periods. The decreases were principally a result of a decline in average net finance receivables outstanding and the sale and liquidation of net finance receivables in assets held for sale. Interest expense decreased $1111.2 million (51%) and $45.5 million (46%),~~130~~ respectively, for the first half and second quarter of 2002 from the comparable 2001 periods.1 The declines were primarily due to lower borrowing rates. Operating expenses for the first half and second quarter of 2002 decreased $77.9 million (36%) and $38.2 million (35%), ~~net~~respectively, relative to the corresponding periods in 2001. The declines were primarily due to lower costs associated with the liquidating receivables and assets held for sale related to the declines in those assets. The provision for losses on finance receivables for the first half and second quarter of a2002 decreased $~~125~~23.14 million ~~valuation allowance~~(31%) and $15.9 Ofmillion (35%), respectively, from the first half and second quarter of 2001, principally as a result of lower credit losses. Credit losses, net of recoveries, on an annualized basis as a percentage of average net finance receivables ~~held~~outstanding, were 1.22% for ~~sale~~the first half and 1.14% for the second quarter of 2002 compared with 1.80% and 2.24% for the corresponding periods of 2001. Net finance receivables outstanding at ~~September~~June 30, 2002 decreased $558.7 million (8%) from December 31, 2001. Management has established an allowance for losses on net finance receivables of $142.9 million (2.20% of net finance receivables outstanding) at June 30, 2002 compared with $59136.3 8 million ~~were~~(1.94% of net finance receivables outstanding) at December 31, 2001. Delinquent finance receivables are defined as the installment balance for inventory finance and asset-based lending finance receivables more than 60 days past due and ~~$62.1~~the ~~million~~entire ~~were~~receivable ~~classified~~balance asfor ~~non-earning~~all other receivables more than 60 days past due. At ~~December~~June 3130, ~~2000~~2002, delinquent ~~and~~receivables ~~non-earning~~ were $78131.13 million ~~and~~(1.84% of finance receivables outstanding) compared with $57132.21 million (1.70% of finance receivables outstanding) at December 31, ~~respectively~~ 2001. 8

Non-earning finance receivables are defined as balances from borrowers that are more than 90 days delinquent for non-credit card finance receivables or at such time as full collectibility becomes doubtful. Non-earning finance receivables on revolving credit card accounts included in retail finance are defined as balances from borrowers in bankruptcy and accounts for which full collectibility is doubtful. Non-earning finance receivables were $216.3 million (3.03% of finance receivables outstanding) at June 30, 2002 compared with $238.2 million (3.06% of finance receivables outstanding) at December 31, 2001. Assets held for sale at June 30, 2002 totaled $71.7 million, net of a $44.3 million valuation allowance, and consisted of retail finance, consumer mortgage and small business administration net finance receivables and other repossessed assets. Assets held for sale at December 31, 2001 totaled $278.6 million, net of a $113.1 million valuation allowance. At June 30, 2002, delinquent and non-earning net finance receivables of these businesses were $27.3 million and $44.1 million, respectively, compared with $51.5 million and $54.5 million, respectively, at December 31, 2001. Intermodal Leasing Losses from operations for the first half and second quarter of 2002 were $0.9 million and $2.1 million, respectively, compared with losses of $11.3 million and $3.6 million for the first half and second quarter of 2001. Operating results for the first half of 2002 included a $6.6 million net tax benefit associated with a structured financing of certain European trailer equipment. Operating results for the first half and second quarter of 2001 were favorably impacted by a $2.4 million after tax gain resulting from the termination of certain forward exchange contracts. Excluding these items, operating losses for the first half and second quarter of 2002 decreased by $6.2 million and $3.9 million, respectively, primarily due to the factors discussed below. Revenues for the first half and second quarter of 2002 decreased $24.7 million (11%) and $13.4 million (11%), respectively, from the first half and second quarter of 2001. The decreases were primarily due to a decline in effective per diem rates for maritime containers and lower per diem rates for European trailers. Expenses for the first half and second quarter of 2002 decreased $27.5 million (11%) and $14.3 million (12%), respectively, from the corresponding 2001 periods. The decreases were primarily attributable to lower operating expenses due to cost saving initiatives and lower ownership costs resulting principally from lower borrowing rates for the first half of 2002 and lower average debt levels for the second quarter of 2002. Maritime container utilization averaged 76% and 78% for the first half and second quarter of 2002, respectively, and 75% and 74% for the first half and second quarter of 2001. European trailer utilization was 88% for both the first half and second quarter of 2002 and 88% and 90% for the first half and second quarter of 2001, respectively. Real Estate Information Services Real estate information services income from operations for the first half and second quarter of 2002 was $16.4 million and $9.3 million, respectively, compared with $24.3 million and $20.7 million for the first half and second quarter of 2001. The first half and second quarter of 2001 results of operations included a $13.0 million after tax gain from the reversal of a current state tax liability accrued, but never incurred, while operating as a division of Transamerica Corporation. Excluding this item, income from operations for the first half and second quarter of 2002 increased $5.1 million and $1.6 million, respectively, from the comparable periods of 2001, primarily due to the factors discussed below. Revenues increased $5.0 million (4%) for the first half of 2002 over the first half of 2001 primarily due to higher levels of mortgage lending activity, which led to higher property tax monitoring and flood certification service fees. Mortgage lending activity was lower in the second quarter of 2002 when compared with the second quarter of 2001. As a result of this lower activity, revenues for the second quarter of 2002 declined $2.3 million (4%) from the comparable prior year period. 9

~~Intermodal~~Operating ~~leasing~~expenses ~~financial~~ for the first half and second quarter of 2002 decreased $3.3 million (4%) and $4.8 million (10%), respectively, from the corresponding periods of 2001, principally due to cost and quality control initiatives. In the first quarter of 2002, as discussed in Note C of Notes to Condensed Consolidated Financial Statements, the Company determined that its ninety-five percent owned investment in TerraPoint no longer fit its long term strategy and reclassified the net assets of TerraPoint as assets held for sale. In accordance with FAS No. 144, the results of operations of TerraPoint were reclassified as discontinued operations and excluded from the previously discussed operating results. In the second quarter of 2002 the Company completed the sale of its investment in TerraPoint, which resulted in a loss of $8.1 million ($5.3 million after tax). Other Results for the first ~~nine~~half ~~months~~and second quarter of 2002 were losses of $2.9 million and ~~third~~$2.0 million, respectively, compared with income of $4.8 million and $1.4 million, respectively, for the corresponding periods of 2001. The decreases were primarily related to a $9.8 million after tax reversal in the second quarter of 2001 ~~reflect~~of a deferred state income tax liability that was no longer required. The reversal was the ~~operation~~ result of a revaluation of the current consolidated state income tax position of the Company as a result of AEGON’s ~~marine~~acquisition ~~container~~of Transamerica Corporation and ~~European~~the ~~trailer~~relocation ~~businesses~~and reorganization of the Company. InResults for the ~~second~~ first half and second quarter of ~~2000~~2002 also included an after tax gain of $0.5 million and an after tax charge of $1.0 million, respectively, relating to the ~~operation~~fair value of debt derivatives that did not qualify as hedges under FAS No. 133. This compares with charges of $0.2 million and $5.7 million, respectively, for the corresponding periods of 2001. Derivatives The Company uses derivative financial instruments to hedge some of its interest rate and foreign currency exchange rate risk. The Company uses interest rate exchange agreements to hedge the interest rate risk of its outstanding indebtedness. The interest rate exchange agreements are intended to help the Company more closely match the cash flow received from its assets to the payments on its liabilities, and generally provide that one party pays interest at a floating rate in relation to movements in an underlying index while the other party pays interest at a fixed rate. The Company uses foreign currency forward exchange agreements primarily to hedge the risks associated with the funding of certain of its foreign operations. Under these agreements, the Company agrees to sell to other contracting parties a specified amount of foreign currency for a specified amount of dollars at a future date. Derivatives are used only for the purpose of hedging such risks, not for speculation. The notional amounts of the Company’s ~~tank~~debt ~~container~~derivative financial instruments were $1.3 billion at June 30, 2002 and ~~domestic~~$1.7 ~~products businesses~~billion at December 31, 2001. Of these derivatives, $0.8 billion at June 30, 2002 and $1.3 billion at December 31, 2001 qualified under FAS No. 133 for hedge accounting treatment. The hedging relationships of the Company’s fair value and cash flow hedges qualified under FAS No. 133 for the “short cut method” and therefore no ineffective cash flow gains or losses were ~~sold~~recognized. The fair values of the Company’s debt derivatives at June 30, 2002 and December 31, 2001 were net obligations of $0.9 million and net benefits of $5.4 million, respectively. At June 30, 2002 and December 31, 2001, these debt derivatives contained aggregate gross obligations of $6.9 million and $11.9 million, respectively, and aggregate gross benefits of $6.0 million and $17.3 million. 10

7Impact of Adopting New Accounting Standard In June of 2001, the FASB issued Statement No. 142, Goodwill and Other Intangible Assets (“FAS No. 142”). This statement significantly changed the accounting for goodwill and intangible assets. Under FAS No. 142, goodwill and intangible assets deemed to have indefinite lives are no longer amortized but are subject to an annual fair value impairment test. Other intangible assets continue to be amortized over their useful lives. The Company adopted FAS No. 142 as of January 1, 2002. Application of the amortization provisions of the statement relating to existing goodwill will result in a reduction in expenses of approximately $15 million for 2002. In the first quarter of 2002, pursuant to FAS No. 142, the Company completed its assessment of its previously recognized intangible assets and goodwill. Based on the results of this assessment, the Company reclassified $1.4 million of intangible assets as goodwill. In accordance with the transition provisions of FAS No. 142, the Company assigned all of its goodwill and intangible assets to its applicable reporting units, and completed the required transitional goodwill impairment test. The Company completed step one of the impairment test by using a discounted cash flow model to estimate the current fair values of its reporting units. These estimated fair values were then compared with their carrying values, revealing potential goodwill impairments in the Company’s intermodal leasing operation and in a reporting unit in the commercial lending operation. As a result of the identification of these potential impairments the Company was required to perform step two of the impairment test. Step two required the Company to compare the carrying value of the goodwill in these reporting units with the value of the goodwill implied by the fair value estimations. In both instances the implied fair values of the goodwill of these reporting units were found to be less than their carrying values and impairment losses were recognized for the differences. The Company recognized after tax impairment losses of $35.4 million and $8.0 million on the goodwill of the intermodal leasing operation and a reporting unit in the commercial lending operation, respectively. These losses were recorded as the cumulative effect of a change in accounting principle in the first quarter of 2002. The Company previously evaluated goodwill for impairment by comparing the unamortized balance of its goodwill to projected undiscounted cash flows. Under this methodology the Company did not have any goodwill impairment. Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 The statements contained in this report, which are not historical facts, are forward-looking statements. When included in this report, the words “expects”, “intends”, “anticipates”, “estimates”, and analogous expressions are intended to identify forward-looking statements. Such statements inherently are subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include, among others, general economic and business conditions, competition, changes in financial markets (credit, currency, commodities and stocks), changes in foreign, political, social and economic conditions, regulatory initiatives and compliance with governmental regulations, judicial decisions and rulings, and various other matters, many of which are beyond the Company’s control. These forward-looking statements speak only as of the date of this report. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based. 11

~~For~~PART ~~the~~II ~~first~~– ~~nine~~OTHER ~~months~~INFORMATION ~~and third~~Item ~~quarter of 2001, the intermodal leasing operation reported losses from operations of $16.0 million and $4.7 million, respectively, compared with income of $9.4 million and a loss of $1.~~6 ~~million for the first nine months and third quarter of 2000~~. AExhibits $2.4 million after tax gain resulting from the termination of certain forward exchange contracts favorably impacted earnings for the first nine months of 2001. Income from operations for the first nine months of 2000 included a $9.5 million net tax benefit associated with a structured financing of certain European trailer equipment, a $6.5 million after tax valuation provision on certain European trailer equipment and aReports ~~$3.2 million after tax gain~~ on ~~the~~Form ~~third quarter of 2000 sale of the tank container business~~8-K. ~~Excluding these~~(a) items and operating income from the sold tank container and domestic products businesses, operating losses for the first nine months and third quarter of 2001 remained relatively constant compared with the corresponding periods of 2000.Exhibits:

~~Revenues~~10.1 ~~for~~GUARANTEE, ~~the~~by ~~first~~AEGON ~~nine months and third quarter of 2001 decreased $176~~N.7 ~~million (35%) and $55~~V.~~1 million (34%)~~, ~~respectively,~~a ~~compared~~Netherlands ~~with~~based ~~the~~corporation, ~~first~~dated ~~nine~~as ~~months~~of ~~and~~August ~~third quarter~~1, of 2000., ~~Included in revenues for the first nine months and third quarter~~ of ~~2000~~all ~~are~~United aStates ~~$10~~Commercial ~~million~~Paper ~~valuation~~Notes ~~provision~~issued onby ~~certain~~Transamerica ~~European trailer~~Finance ~~equipment~~Corporation ~~and a $5 million gain on the sale of the tank container business. Excluding these items and operating revenues~~ from ~~the~~August ~~sold~~1, ~~tank container~~2000 ~~and~~until ~~domestic~~December ~~products~~31, ~~businesses~~2000, ~~revenues~~incorporated ~~decreased~~ by ~~$19.9~~reference ~~million (6%)~~herein ~~for~~from ~~the~~Exhibit ~~first~~99.1 ~~nine months~~ of ~~2001~~Report ~~and~~on ~~$9.0~~Form ~~million (~~8%)-K ~~for~~dated ~~the~~August ~~third quarter~~1, ~~of 2001 over the corresponding periods of~~ 2000. ~~Revenues for the first nine months and third quarter of 2001 decreased primarily due to lower on-hires and per-diem rates for maritime containers resulting principally from a weakening global economy.~~

~~Expenses for the first nine months and third quarter of 2001 decreased $152~~10.28 ~~million~~Amendment ~~(30%) and $50~~No.~~6 million~~ ~~(31%)~~4, ~~respectively,~~dated ~~from~~as ~~the first nine months and third quarter~~ of ~~2000.~~ ~~Excluding~~June ~~operating~~14, ~~expenses~~2002, ~~related~~ to ~~the sold tank container and domestic products businesses~~GUARANTEE, ~~expenses~~dated ~~for~~as ~~the first nine months and third quarter~~ of ~~2001~~August ~~decreased by $19.~~1 ~~million (5%) and $4.1 million (3%)~~, ~~respectively,~~ ~~relative to the comparable periods of~~ 2000., ~~The decrease in the first nine months and third quarter~~ of ~~2001~~all ~~was~~United ~~attributable~~States ~~primarily~~Commercial toPaper ~~lower ownership~~Notes ~~costs~~issued ~~resulting~~by ~~principally~~Transamerica ~~from~~Finance ~~lower borrowing rates~~Corporation.

~~Marine~~10.9 ~~container~~GUARANTEE, ~~utilization averaged~~by ~~74%~~AEGON ~~and~~N. ~~73%~~V., ~~respectively,~~a ~~for~~Netherlands ~~the~~based ~~first~~corporation, ~~nine~~dated ~~months~~as ~~and third quarter~~ of ~~2001~~June ~~and 77% and 79%~~14, ~~respectively~~2002, ~~for~~of ~~the~~all ~~first~~Canadian ~~nine~~Commercial ~~months~~Paper ~~and~~Notes ~~third quarter~~issued ofby ~~2000.~~Transamerica ~~European~~Finance ~~trailer~~Corporation ~~utilization~~from ~~was~~August ~~88% and 88%~~1, ~~respectively,~~2000 ~~for the~~until ~~first~~December ~~nine months and third quarter of 2001 and 82% and 83%~~31, ~~respectively, for the comparable periods of 2000~~2002.

~~Real~~12 ~~Estate~~Computation ~~Information~~of ~~Services~~Ratio of Earnings to Fixed Charges

~~Real estate information services provides property tax monitoring, flood certification, and other real estate information services to its customers~~99.2 ~~The~~Certification ~~largest component~~ of ~~this operation~~Principal isExecutive ~~the~~Officer ~~tax~~Pursuant ~~monitoring business, which provides tax monitoring services~~ to ~~mortgage~~Section ~~lenders~~906 ~~nationwide. Real estate information services income from operations for the first nine months and third quarter~~ of ~~2001 was $29.2 million and $6.4 million, respectively, compared with $16.6 million and $6.9 million for~~ the ~~comparable~~Sarbanes-Oxley ~~periods~~Act of ~~2000~~2002. In August 2000, the operation contributed its Intellitech business in exchange for a 41% equity interest in First American Real Estate Solutions, L.P. (“FARES”). In September of 2000, the operation sold 51% of its remaining interest in FARES for $22.5 million, which resulted in an after tax loss of $1.7 million for both the nine months and third quarter ended September 30, 2000. Income from operations for the first nine months of 2001 included a $13.0 million after tax gain from the reversal of a current state tax liability accrued, but never incurred, while operating as a division of Transamerica Corporation. Excluding these items, income decreased by $2.7 million (15%) and $2.5 million (29%) for the nine months and quarter ended September 30, 2001 as compared with the corresponding periods of 2000, primarily due to higher expenses associated with increased tax monitoring service volume.

~~Real estate information services revenue decreased by $26~~99.53 ~~million~~Certification ~~(13%) during the first nine months~~ of ~~2001~~Principal ~~and~~Financial ~~$7.9~~Officer ~~million~~Pursuant ~~(12%) for the third quarter of 2001 from the comparable prior year periods. The contribution of the operation’s former Intellitech business~~ to ~~FARES~~Section in906 ~~August~~ of ~~2000 resulted in decreased revenue of $27.0 million and $7.0 million for~~ the ~~first~~Sarbanes-Oxley ~~nine~~Act ~~months and third quarter~~ of ~~2001, respectively~~2002.

(b) Reports on Form 8-K:

Operating expenses decreased $18.0 million (11%) for the nine months ended September 30, 2001 and remained constant during the third quarter as compared with the corresponding periods of 2000. Excluding expenses related to the Intellitech business, expenses increased $5.4 million (4%) for the nine month period and $3.3 million (8%) for the third quarter of 2001 primarily due to increased operating expenses associated with increased tax monitoring service volume.

Other

Other consists primarily of miscellaneous income, unallocated interest, the fair value adjustments to debt derivatives that do not qualify as hedges under FAS No. 133 and other expenses. The increase in income for the first nine months of 2001 as compared with the corresponding period of 2000, was primarily related to reversal in the second quarter of 2001 of a $9.8 million after tax deferred state income tax liability that was no longer required. The reversal was the result of a revaluation of the current consolidated state income tax position of the Company as a result of Aegon’s acquisition of Transamerica and the relocation and reorganization of the Company. Results for the first nine months and third quarter of 2001 also included after tax charges of $1.7 million and $1.5 million, respectively, relating to the fair value of debt derivatives that do not qualify as hedges under FAS No. 133.

Comprehensive Income

In accordance with FASB Statement No. 130, Reporting Comprehensive Income, comprehensive income for the nine and three months ended September 30, 2001 and 2000, comprised (amounts in millions):

	Nine months endedSeptember 30,						Three months endedSeptember 30,
	2001			2000			2001			2000
Net income (loss)	$	79.6		$	(37.6	)	$	18.6		$	(62.6	)
Other comprehensive income (loss), net of tax:
Change in net unrealized gains from
investments marked to fair value		(12.6	)		21.9			(2.5	)		18.6
Foreign currency translation adjustments		(24.1	)		(28.9	)		12.0			(10.3	)
Change in unrealized gains from derivatives
marked to fair value		(2.6	)		—			(1.6	)		—
Cumulative effect of accounting change		0.3			—			—			—
Comprehensive income (loss)	$	40.6		$	(44.6	)	$	26.5		$	(54.3	)

Derivatives

The Company uses derivative financial instruments to hedge some of its interest rate and foreign exchange rate risk. The Company uses interest rate exchange agreements and forward contracts to hedge the interest rate risk of its outstanding indebtedness and future commitments. The interest rate exchange agreements are intended to help the Company more closely match the cash flow received from its assets to the payment on its liabilities, and generally provide that one party pays interest at a floating rate in relation to movements in an underlying index, while the other party pays interest at a fixed rate. The Company also uses cross currency exchange agreements, which fix by contract the amounts of various currencies to be exchanged at a future date with other contracting parties and forward exchange contracts whereby the Company agrees to sell to other contracting parties at a future date a specified amount of foreign currency for a specified amount of dollars.

The Company adopted FAS No. 133 as amended, on January 1, 2001. The adoption of FAS No. 133 impacted the Company as a result of the transition adjustment to record the derivatives at fair value and, to the extent the hedged items’ carrying amounts were different from their fair value, an adjustment to the carrying amount of the hedged items. To the extent that the hedged items were already recorded at fair value or the adjustment to record the hedged items at fair value was less than the transition adjustment to record the derivatives at fair value, there was an income statement effect. Also, under FAS No. 133, stock warrants that the Company receives in connection with its technology loans may be considered derivatives. This derivative treatment requires the warrants to be recorded on the balance sheet and then marked to market through the income statement. The positive cumulative effect adjustment to net income of adopting this statement was $7.7 million after tax. The adoption of this statement may add volatility to the reported results of operations.

While the Company is exposed to credit risk in the event of non-performance by the counterparty, the likelihood of non-performance is considered low due to the high credit ratings of the counterparties. At September 30, 2001, all of the interest rate exchange agreements were with financial institutions with investment grade ratings of A or better by one or more of the major credit rating agencies.

Debt derivative financial instruments with notional amounts of $1.7 billion at September 30, 2001 and $2.2 billion at December 31, 2000 were outstanding and designated as hedges of the Company’s liabilities. Of these debt derivatives, $1.2 billion at September 30, 2001 and $1.1 billion at December 31, 2000 qualified under FAS No. 133 for hedge accounting treatment

The fair values of the Company’s debt derivatives at September 30, 2001 and December 31, 2000 were net benefits of $17.8 million and $43.7 million, respectively. At September 30, 2001 and December 31, 2000, these debt derivatives contained aggregate gross obligations of $8.2 million and $2.1 million, respectively, and aggregate gross benefits of $26.0 million and $45.8 million, respectively.

Recent Accounting Pronouncements

Effective April 1, 2001, the Company adopted FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities (“FAS No. 140”), that replaces, in its entirety, FASB Statement No. 125, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. Although the statement has changed many of the rules regarding securitizations, it continues to require an entity to recognize the financial and servicing assets it controls and the liabilities it has incurred and to derecognize financial assets when control has been surrendered in accordance with the criteria provided in FAS No. 140. The adoption of FAS No. 140 did not have a material effect on the earnings or the financial position of the Company.

In July 2001, the FASB issued Statement No. 141, Business Combinations (“FAS No. 141”), and Statement No. 142, Goodwill and Other Intangible Assets (“FAS No. 142”). These statements significantly change the accounting for business combinations, goodwill and intangible assets. FAS No. 141 eliminates the pooling-of-interests method of accounting for business combinations except for qualifying business combinations that were initiated prior to July 1, 2001. Additionally, FAS No. 141 further clarifies the criteria to recognize intangible assets separately from goodwill. This statement is effective for business combinations initiated after June 30, 2001.

Under FAS No. 142, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but will be subject to annual impairment tests in accordance with the statement. Other intangible assets will continue to be amortized over their useful lives. The amortization provisions of FAS No. 142 apply to goodwill and intangible assets acquired after June 30, 2001. With respect to goodwill and intangible assets already existing on that date, companies are required to adopt FAS No. 142 in their fiscal year beginning after December 15, 2001.

The Company will adopt FAS No. 142 as of January 1, 2002. Application of the amortization provisions of the statement relating to existing goodwill is expected to result in a reduction in expenses of approximately $15 million per year. During 2002, the Company will perform the required impairment tests of goodwill and indefinite lived intangible assets as of January 1, 2002 and has not yet determined what effect the outcomes of these tests will have on its financial position and the results of its operations.

In September 2001, the FASB issued Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“FAS No. 144”) that is applicable to financial statements issued for fiscal years beginning after December 15, 2001. This statement supersedes FASB Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of by significantly changing the criteria that would have to be met to classify an asset as held-for-sale. The new rules also supersede the provisions of Accounting Principles Board Opinion 30 Reporting the Results of Operations – Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions (“APB 30”), with regard to reporting the effects of a disposal of a segment or a component of a business and require expected future operating losses from discontinued operations to be reported in discontinued operations in the period(s) in which the losses are incurred, rather than as of the measurement date as presently required by APB 30. As a result of the issuance of FAS No. 144, the FASB expects that more dispositions will qualify for discontinued operations treatment in the income statement. The Company will adopt FAS No. 144 as of January 1, 2002. The company is currently assessing the impact that adopting this statement will have on its financial position and the results of its operations.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

The statements contained in this report, which are not historical facts, are forward-looking statements. When included in this report, the words “expects”, “intends”, “anticipates”, “estimates”, and analogous expressions are intended to identify forward-looking statements. Such statements inherently are subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include, among others, general economic and business conditions, competition, changes in financial markets (credit, currency, commodities and stocks), changes in foreign, political, social and economic conditions, regulatory initiatives and compliance with governmental regulations, judicial decisions and rulings, and various other matters, many of which are beyond the Company’s control. These forward-looking statements speak only as of the date of this Report. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based.

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

(a) Exhibits.

12 Computation of Ratio of Earnings to Fixed Charges.

(b) Reports on Form 8-K.

None.

1112

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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.

Pursuant to the requirements of Section 13 or 15(d) 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.

			TRANSAMERICA FINANCE CORPORATION
			(Registrant)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on ~~November~~ August 8, ~~2001~~2002 by the following persons on behalf of the Registrant and in the capacities indicated.

Signature		Title

Principal Financial Officer:

/s/ ROSARIO A. PERRELLI		Executive Vice President and Chief Financial Officer

(Rosario A. Perrelli)

Principal Accounting Officer:

/s/ THOMAS G. BASTIAN		Senior Vice President and Controller

(Thomas G. Bastian)

Date: ~~November~~ August 8, ~~2001~~ 2002 13

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