<PAGE>   1

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001

                                       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 33-13646


                                    WESTCORP
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         CALIFORNIA                                              51-0308535
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


                    23 PASTEUR, IRVINE, CALIFORNIA 92618-3816
--------------------------------------------------------------------------------
                    (Address of principal executive offices)



                                 (949) 727-1002
--------------------------------------------------------------------------------
              (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
                                       ---       ---

As of July 31, 2001, the registrant had 35,792,874 outstanding shares of common
stock, $1.00 par value. The shares of common stock represent the only class of
common stock of the registrant.

The total number of sequentially numbered pages is 32.


<PAGE>   2

                            WESTCORP AND SUBSIDIARIES

                                    FORM 10-Q

                                  JUNE 30, 2001

                                TABLE OF CONTENTS


                                                                        Page No.
                                                                        --------

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Statements of Financial Condition at
         June 30, 2001 and December 31, 2000                                3

         Consolidated Statements of Income for the
         Three and Six Months Ended June 30, 2001 and 2000                  4

         Consolidated Statements of Changes in Shareholders' Equity
         for the Periods Ended June 30, 2001 and December 31, 2000          5

         Consolidated Statements of Cash Flows for the
         Six Months Ended June 30, 2001 and 2000                            6

         Notes to Unaudited Consolidated Financial Statements               7

Item 2   Management's Discussion and Analysis of Financial
         Condition and Results of Operations                               11

Item 3   Quantitative and Qualitative Disclosure about Market Risk         28

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                 30

Item 2.  Changes in Securities                                             30

Item 3.  Defaults Upon Senior Securities                                   30

Item 4.  Submission of Matters to a Vote of Security Holders               30

Item 5.  Other Information                                                 31

Item 6.  Exhibits and Reports on Form 8-K                                  31

SIGNATURES                                                                 32

                                       2

<PAGE>   3

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                            WESTCORP AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                               JUNE 30,           DECEMBER 31,
                                                                 2001                 2000
                                                              -----------         -----------
                                                                   (DOLLARS IN THOUSANDS)
<S>                                                           <C>                 <C>
ASSETS
Cash and cash equivalents                                     $    40,686         $   128,763
Investment securities available for sale                            9,953              10,734
Mortgage-backed securities available for sale                   2,386,345           2,230,448
Loans receivable                                                6,456,137           4,924,053
Allowance for credit losses                                      (122,576)           (104,006)
                                                              -----------         -----------
  Loans receivable, net                                         6,333,561           4,820,047
Amounts due from trusts                                           231,426             357,051
Retained interest in securitized assets                            80,602             111,558
Premises and equipment, net                                        83,055              83,991
Other assets                                                      170,364             125,318
                                                              -----------         -----------
          TOTAL ASSETS                                        $ 9,335,992         $ 7,867,910
                                                              ===========         ===========

LIABILITIES
Deposits                                                      $ 2,248,173         $ 2,478,487
Notes payable on automobile secured financing                   5,198,550           3,473,377
Securities sold under agreements to repurchase                    157,761             178,821
Federal Home Loan Bank advances                                   391,492             409,570
Amounts held on behalf of trustee                                 386,558             494,858
Subordinated debentures                                           188,752             189,962
Notes payable                                                       5,285              27,802
Other liabilities                                                 108,971              71,221
                                                              -----------         -----------
          TOTAL LIABILITIES                                     8,685,542           7,324,098

Minority interest                                                  81,751              56,644

SHAREHOLDERS' EQUITY
Common stock, (par value $1.00 per share; authorized
  45,000,000 shares; issued and outstanding 35,777,703
  shares in June 2001 and 31,931,826 in December 2000)             35,778              31,932
Paid-in capital                                                   299,683             246,889
Retained earnings                                                 250,652             223,163
Accumulated other comprehensive loss, net of tax                  (17,414)            (14,816)
                                                              -----------         -----------
          TOTAL SHAREHOLDERS' EQUITY                              568,699             487,168
                                                              -----------         -----------
          TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $ 9,335,992         $ 7,867,910
                                                              ===========         ===========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.

                                       3

<PAGE>   4

                            WESTCORP AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED                     SIX MONTHS ENDED
                                                                      JUNE 30,                              JUNE 30,
                                                            ------------------------------        ------------------------------
                                                               2001               2000               2001               2000
                                                            -----------        -----------        -----------        -----------
                                                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<S>                                                         <C>                <C>                <C>                <C>
Interest income:
  Loans, including fees                                     $   198,731        $    89,080        $   371,374        $   162,681
  Other                                                          36,869             36,962             76,893             64,250
                                                            -----------        -----------        -----------        -----------
    TOTAL INTEREST INCOME                                       235,600            126,042            448,267            226,931

Interest expense:
  Deposits                                                       32,247             31,000             65,752             59,813
  Notes payable on automobile secured financing                  81,008             14,886            154,017             24,689
  Other                                                          13,395             20,444             26,308             31,892
                                                            -----------        -----------        -----------        -----------
    TOTAL INTEREST EXPENSE                                      126,650             66,330            246,077            116,394
                                                            -----------        -----------        -----------        -----------
NET INTEREST INCOME                                             108,950             59,712            202,190            110,537
Provision for credit losses                                      39,640             15,246             66,623             27,191
                                                            -----------        -----------        -----------        -----------
NET INTEREST INCOME AFTER PROVISION
  FOR CREDIT LOSSES                                              69,310             44,466            135,567             83,346

Noninterest income:
  Automobile lending                                             23,428             43,062             50,363             89,561
  Other                                                           3,044              2,676              6,579             11,958
                                                            -----------        -----------        -----------        -----------
    TOTAL NONINTEREST INCOME                                     26,472             45,738             56,942            101,519

Noninterest expenses:
  Salaries and associate benefits                                37,931             34,109             73,608             68,296
  Credit and collections                                          6,443              4,796             12,861             10,261
  Data processing                                                 4,947              4,050              9,436              8,042
  Other                                                          13,636             13,278             28,377             25,679
                                                            -----------        -----------        -----------        -----------
    TOTAL NONINTEREST EXPENSES                                   62,957             56,233            124,282            112,278
                                                            -----------        -----------        -----------        -----------
INCOME BEFORE INCOME TAX                                         32,825             33,971             68,227             72,587
Income tax                                                       12,515             13,541             26,848             29,689
                                                            -----------        -----------        -----------        -----------
INCOME BEFORE MINORITY INTEREST                                  20,310             20,430             41,379             42,898
Minority interest in earnings of subsidiaries                     3,421              2,873              6,782              5,499
                                                            -----------        -----------        -----------        -----------
INCOME BEFORE EXTRAORDINARY ITEM                                 16,889             17,557             34,597             37,399
Extraordinary gain from early extinguishment of debt
  (net of income taxes of $6, $44, $11, and $158,
  respectively)                                                       8                 61                 16                218
                                                            -----------        -----------        -----------        -----------
NET INCOME                                                  $    16,897        $    17,618        $    34,613        $    37,617
                                                            ===========        ===========        ===========        ===========
Net income per common share - basic
  Income before extraordinary item                          $      0.50        $      0.64        $      1.06        $      1.38
  Extraordinary item                                               0.00               0.00               0.00               0.01
                                                            -----------        -----------        -----------        -----------
    Net income                                              $      0.50        $      0.64        $      1.06        $      1.39
                                                            ===========        ===========        ===========        ===========
Net income per common share - diluted:
  Income before extraordinary item                          $      0.50        $      0.64        $      1.05        $      1.38
  Extraordinary item                                               0.00               0.00               0.00               0.01
                                                            -----------        -----------        -----------        -----------
    Net income                                              $      0.50        $      0.64        $      1.05        $      1.39
                                                            ===========        ===========        ===========        ===========
Weighted average number of common shares
  outstanding:
    Basic                                                    33,509,549         27,476,303         32,731,454         27,036,823
    Diluted                                                  33,753,794         27,478,055         32,920,043         27,044,660
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       4

<PAGE>   5

                            WESTCORP AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                       ACCUMULATED
                                                                                                          OTHER
                                                                                                      COMPREHENSIVE
                                                                  COMMON      PAID-IN     RETAINED    INCOME (LOSS),
                                                     SHARES        STOCK      CAPITAL     EARNINGS      NET OF TAX       TOTAL
                                                   ----------     -------     --------    --------    --------------    --------
                                                                      (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<S>                                                <C>            <C>         <C>         <C>            <C>            <C>
Balance at January 1, 2000                         26,597,344     $26,597     $190,137    $157,465       $(21,481)      $352,718
  Net income                                                                                74,743                        74,743
  Unrealized gains on securities available
    for sale and retained interest in
    securitized assets, net of tax (1)                                                                      6,665          6,665
                                                                                                                        --------
  Comprehensive income                                                                                                    81,408
  Issuance of common stock                          5,334,482       5,335       50,349                                    55,684
  Issuance of subsidiary common stock                                            6,403                                     6,403
  Cash dividends                                                                            (9,045)                       (9,045)
                                                   ----------     -------     --------    --------       --------       --------
Balance at December 31, 2000                       31,931,826      31,932      246,889     223,163        (14,816)       487,168
  Net income                                                                                34,613                        34,613
  Unrealized gains on securities available for
    sale and retained interest in securitized
    assets, net of tax (1)                                                                                  5,309          5,309
  Unrealized hedge losses on derivatives, net
    of tax (2)                                                                                            (15,007)       (15,007)
  Less: Reclassification adjustment for losses
    on securities available for sale included
    in net income (3)                                                                                         625            625
  Less: Reclassification adjustment for losses
    on derivatives included in income (4)                                                                   6,475          6,475
                                                                                                                        --------
  Comprehensive income                                                                                                    32,015
  Issuance of subsidiary common stock                                           (2,771)                                   (2,771)
  Issuance of common stock                          3,845,877       3,846       57,981                                    61,827
  Cash dividends                                                                            (7,124)                       (7,124)
  Other                                                                         (2,416)                                   (2,416)
                                                   ----------     -------     --------    --------       --------       --------
Balance at June 30, 2001                           35,777,703     $35,778     $299,683    $250,652       $(17,414)      $568,699
                                                   ==========     =======     ========    ========       ========       ========
</TABLE>

--------------
(1)  The pre-tax decrease in unrealized losses on securities available for sale
     and retained interest in securitized assets was $9.0 million for the six
     months ended June 30, 2001 compared with $11.3 million for the period ended
     December 31, 2000.

(2)  The pre-tax increase in unrealized losses on cash flow hedges was $25.4
     million for the six months ended June 30, 2001.

(3)  The pre-tax amount of unrealized losses on securities available for sale
     reclassified into earnings was $1.1 million for the six months ended June
     30, 2001.

(4)  The pre-tax amount of unrealized losses on derivatives reclassified into
     earnings was $11.0 million for the six months ended June 30, 2001.


                                       5

<PAGE>   6

                            WESTCORP AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     SIX MONTHS ENDED
                                                                         JUNE 30,
                                                                ----------------------------
                                                                   2001             2000
                                                                -----------      -----------
                                                                    (DOLLARS IN THOUSANDS)
<S>                                                             <C>              <C>
OPERATING ACTIVITIES
Net income                                                      $    34,613      $    37,617
Adjustments to reconcile net income to net cash
  provided by operating activities:
Loans held for sale:
  Origination of loans                                                              (760,973)
  Proceeds from contract securitizations                                             660,000
  Proceeds from sale of mortgage loans                                1,875              943
  Loan payments and payoffs                                                          143,716
Provision for credit losses                                          66,623           27,191
Depreciation and amortization                                        52,948           53,474
Increase in other assets                                            (47,020)         (29,933)
Increase (decrease) in other liabilities                             15,210          (12,608)
Other, net                                                           11,063           (1,562)
                                                                -----------      -----------
    NET CASH PROVIDED BY OPERATING ACTIVITIES                       135,312          117,865

INVESTING ACTIVITIES
Loans receivable:
  Origination of loans                                           (2,623,238)      (1,437,205)
  Loan payments and payoffs                                       1,039,851          271,428
Investment securities available for sale:
  Purchases                                                          (1,101)            (780)
  Payments received                                                     896
Mortgage-backed securities:
  Purchases                                                        (641,956)        (554,061)
  Proceeds from sale                                                137,568
  Payments received                                                 392,579           69,629
Increase in retained interest in securitized assets                                  (19,239)
Decrease in amounts due from trusts                                 125,625           35,984
Purchase of premises and equipment                                   (6,378)          (5,112)
Other, net                                                              625
                                                                -----------      -----------
    NET CASH USED IN INVESTING ACTIVITIES                        (1,575,529)      (1,639,356)

FINANCING ACTIVITIES
(Decrease) increase in deposits                                    (248,848)         146,892
(Decrease) increase in securities sold under agreements
  to repurchase                                                     (20,846)         380,716
Proceeds from notes payable on automobile secured financing       2,365,412        1,482,024
Payments on notes payable on automobile secured financing          (644,530)        (502,704)
Decrease in borrowings                                              (22,517)          (2,722)
Decrease in amounts held on behalf of trustee                      (108,300)         (78,447)
Decrease in FHLB advances                                           (18,078)        (127,094)
Decrease in subordinated debentures                                  (1,505)          (8,426)
Proceeds from issuance of common stock                               61,827           55,708
Proceeds from issuance of subsidiary common stock                    13,623           23,389
Cash dividends                                                       (7,124)          (2,660)
Other, net                                                          (16,974)           6,403
                                                                -----------      -----------
    NET CASH PROVIDED BY FINANCING ACTIVITIES                     1,352,140        1,373,079
                                                                -----------      -----------
DECREASE IN CASH AND CASH EQUIVALENTS                               (88,077)        (148,412)
Cash and cash equivalents at beginning of period                    128,763          171,365
                                                                -----------      -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                      $    40,686      $    22,953
                                                                ===========      ===========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.

                                       6

<PAGE>   7

                            WESTCORP AND SUBSIDIARIES

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION

The unaudited consolidated financial statements included herein have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.

In the opinion of management, all adjustments (including normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the six months ended June 30, 2001 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2001. These consolidated financial statements should be read in conjunction with
the audited consolidated financial statements and footnotes thereto for the year
ended December 31, 2000 included in the Westcorp Form 10-K/A. Certain amounts
from the 2000 consolidated financial statements have been reclassified to
conform to the 2001 presentation.

NOTE 2 - MORTGAGE-BACKED SECURITIES AVAILABLE FOR SALE

Mortgage-backed securities available for sale consisted of the following:

<TABLE>
<CAPTION>
                                                       JUNE 30, 2001
                                     ----------------------------------------------------
                                                    GROSS         GROSS
                                     AMORTIZED    UNREALIZED    UNREALIZED       FAIR
                                        COST         GAIN          LOSS          VALUE
                                     ----------   ----------    ----------     ----------
                                                    (DOLLARS IN THOUSANDS)
<S>                                  <C>            <C>         <C>            <C>
GNMA certificates                    $2,336,455     $10,213     $   26,825     $2,319,843
FNMA participation certificates          61,538          11              7         61,542
FHLMC participation certificates          1,869         685              8          2,546
Other                                     2,414                                     2,414
                                     ----------     -------     ----------     ----------
                                     $2,402,276     $10,909     $   26,840     $2,386,345
                                     ==========     =======     ==========     ==========
</TABLE>

<TABLE>
<CAPTION>
                                                     DECEMBER 31, 2000
                                     ----------------------------------------------------
                                                     GROSS        GROSS
                                      AMORTIZED    UNREALIZED   UNREALIZED       FAIR
                                        COST         GAIN          LOSS          VALUE
                                     ----------     -------     ----------     ----------
                                                    (DOLLARS IN THOUSANDS)
<S>                                  <C>            <C>         <C>            <C>
GNMA certificates                    $2,181,067     $17,533     $   41,524     $2,157,076
FNMA participation certificates          69,278           3            411         68,870
FHLMC participation certificates          1,948                         10          1,938
Other                                     2,564                                     2,564
                                     ----------     -------     ----------     ----------
                                     $2,254,857     $17,536     $   41,945     $2,230,448
                                     ==========     =======     ==========     ==========
</TABLE>


                                       7

<PAGE>   8

NOTE 3 - NET LOANS RECEIVABLE

Net loans receivable consisted of the following:

<TABLE>
<CAPTION>
                                             JUNE 30,        DECEMBER 31,
                                               2001              2000
                                            -----------      -----------
                                               (DOLLARS IN THOUSANDS)
<S>                                         <C>              <C>
Consumer:
  Automobile contracts                      $ 5,919,364      $ 4,307,267
  Dealer participation, net of deferred
    contract fees                               112,142           82,717
  Other                                          11,688           13,456
  Unearned discounts                           (106,441)         (94,404)
                                            -----------      -----------
                                              5,936,753        4,309,036
Real Estate:
  Mortgage                                      420,875          498,963
  Construction                                   19,573           14,784
                                            -----------      -----------
                                                440,448          513,747
Undisbursed loan proceeds                        (7,884)          (6,316)
                                            -----------      -----------
                                                432,564          507,431
Commercial                                       86,820          107,586
                                            -----------      -----------
                                              6,456,137        4,924,053
Allowance for credit losses                    (122,576)        (104,006)
                                            -----------      -----------
                                            $ 6,333,561      $ 4,820,047
                                            ===========      ===========
</TABLE>

Automobile contracts managed by us for the benefit of others totaled
approximately $1.8 billion and $2.6 billion at June 30, 2001 and December 31,
2000, respectively. The decrease in automobile contracts managed by us for the
benefit of others is the result of our newer securitization transactions being
treated as secured financings rather than sales.

NOTE 4 - RETAINED INTEREST IN SECURITIZED ASSETS

Retained interest in securitized assets, also known as RISA, is capitalized upon
the sale of automobile contracts to securitization trusts. RISA represents the
present value of the estimated future cash flows to be received by us from the
excess spread created in securitization transactions. Future cash flows are
calculated by taking the coupon rate of the automobile contracts securitized
less the interest rate paid to the investors less contractually specified
servicing fees and guarantor fees, after giving effect to estimated credit
losses and prepayments.

RISA is classified in a manner similar to available for sale securities and as
such is marked to market each quarter. Market value changes are calculated by
discounting the estimated cash flows using a current market discount rate. Any
changes in the market value of the RISA are reported as a separate component of
shareholders' equity on our Consolidated Statements of Financial Condition as
accumulated other comprehensive income (loss), net of applicable taxes. On a
quarterly basis, we evaluate the carrying value of the RISA in light of the
actual performance of the underlying automobile contracts and make adjustments
to reduce the carrying value, if appropriate.


                                       8

<PAGE>   9

The following table sets forth the components of the RISA:

<TABLE>
<CAPTION>
                                                 THREE MONTHS ENDED            SIX MONTHS ENDED
                                                      JUNE 30,                     JUNE 30,
                                               -----------------------      ------------------------
                                                 2001           2000          2001           2000
                                               --------      ---------      ---------      ---------
                                                              (DOLLARS IN THOUSANDS)
<S>                                            <C>           <C>            <C>            <C>
Beginning balance                              $ 98,167      $ 164,640      $ 111,558      $ 167,277
Additions                                                                                     19,240
Amortization                                    (18,065)       (23,092)       (32,431)       (45,327)
Change in unrealized gain/loss on RISA (1)          500           (909)         1,475           (551)
                                               --------      ---------      ---------      ---------
Balance at end of period (2)                   $ 80,602      $ 140,639      $  80,602      $ 140,639
                                               ========      =========      =========      =========
</TABLE>

-------------
(1)  The change in unrealized gain/loss on RISA represents temporary changes in
     valuation including changes in the discount rate based on the current
     interest rate environment. Such amounts will not be realized unless the
     RISA is sold. Changes in prepayment and credit loss assumptions for the
     RISA are permanent in nature and impact the value of the RISA. Such
     permanent differences are immediately recognized in income as a component
     of retained interest income.

(2)  There are no restrictions on the RISA.

The following table presents the estimated future undiscounted cash flows to be
received from securitizations treated as sales:

<TABLE>
<CAPTION>
                                                          JUNE 30,        DECEMBER 31,
                                                            2001              2000
                                                        -----------       -----------
                                                           (DOLLARS IN THOUSANDS)
<S>                                                     <C>               <C>
Estimated net undiscounted RISA earnings                $   145,868       $   235,270
Off balance sheet allowance for credit losses               (58,416)         (110,339)
Discount to present value                                    (6,850)          (13,373)
                                                        -----------       -----------
Retained interest in securitized assets                 $    80,602       $   111,558
                                                        ===========       ===========

Outstanding balance of automobile contracts
  sold through securitizations                          $ 1,804,909       $ 2,608,017
Off balance sheet allowance for losses as a
  percent of automobile contracts sold through
  securitizations                                              3.24%             4.23%
</TABLE>

The decline in the off balance sheet allowance for credit losses both on a
dollar and percent basis is the result of our securitization transactions no
longer being treated as sales. Older transactions treated as sales have lower
losses each month after securitization as estimated future credit losses are
realized. We believe that the off balance sheet allowance for credit losses is
currently adequate to absorb probable losses in the sold portfolio that can be
reasonably estimated.


                                       9

<PAGE>   10

NOTE 5 - SECURED FINANCINGS

For the three and six months ended June 30, 2001, we issued $1.4 billion and
$2.4 billion of notes secured by automobile contracts. Interest payments on the
notes are due quarterly, in arrears, based on the respective note's interest
rate. There were $5.2 billion of notes payable on automobile secured financing
outstanding at June 30, 2001 compared with $3.5 billion at December 31, 2000.
For the three and six months ended June 30, 2001, interest expense totaled $81.0
million and $154 million, respectively, compared with $14.9 million and $24.7
for the same respective periods in 2000. The increase in interest expense is due
to treating our recent securitization transactions as secured financings rather
than sales.

The contracts originated and held by us are fixed rate and, accordingly, we have
exposure to changes in interest rates. To protect against potential changes in
interest rates affecting interest payments on future securitization
transactions, we enter into various hedge agreements, which qualify as cash flow
hedges under FAS 133. We settle such financial instruments at the time we close
these securitization transactions and receive or pay cash equal to the gain or
loss on these instruments. Therefore, the total interest payment cash flows on
these notes are adjusted at such time. Unrealized gains or losses on these
agreements are deferred in accumulated other comprehensive income (loss) until
the completion of the securitization transaction. Once the transaction is
complete, this deferred amount is amortized into earnings over the duration of
the secured financing.

Included in notes payable on automobile secured financing are variable rate
notes related to our secured financing transactions. To protect against
potential changes in interest rates affecting future payments on the notes, we
enter into fixed-rate swap agreements. Unrealized gains or losses related to
these agreements are deferred in accumulated other comprehensive income (loss).
Cash received or cash paid related to these agreements are included in interest
expense.

NOTE 6 - DIVIDENDS

On May 3, 2001 we declared a cash dividend of $0.11 per share for shareholders
of record as of June 5, 2001 which was paid on June 15, 2001.

NOTE 7 - RIGHTS OFFERING

We completed a rights offering in May 2001 in which we raised a total of $61
million through the issuance of 3.7 million additional common shares at a price
of $16.25 per share. With the completion of this offering, our total number of
common shares issued and outstanding increased 12% to 35.7 million shares.


                                       10

<PAGE>   11

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

OVERVIEW

Our primary sources of revenue are net interest income and noninterest income.
Net interest income is the difference between the income earned on interest
earning assets and the interest paid on interest bearing liabilities.
Noninterest income is primarily made up of revenues generated from the sale and
servicing of loans. The primary components of noninterest income include
retained interest income on automobile contracts sold, contractually specified
servicing fees for the servicing of loans, late charges, gain on sale of
automobile contracts and mortgage loans, and other miscellaneous servicing fee
income. Other components of noninterest income include gains and losses from the
sale of investments and MBS, insurance income, fees related to the sales of
investment products such as mutual funds and annuities, and fee income from
depository accounts.

RESULTS OF OPERATIONS

NET INTEREST INCOME

Net interest income is affected by the difference between the rate earned on our
interest earning assets and the rate paid on our interest bearing liabilities
(net interest rate spread) and the relative amounts of our interest earning
assets and interest bearing liabilities. For the three and six months ended June
30, 2001, net interest income totaled $109 million and $202 million,
respectively, compared with $59.7 million and $111 million for the same
respective periods in 2000. The increase in net interest income as well as the
improvement in net interest spread is primarily the result of us treating our
recent securitization transactions as secured financings.



                                       11

<PAGE>   12

Interest rates for interest earning assets and interest bearing liabilities for
the three and six months ended June 30, 2001 and 2000 were as follows:

<TABLE>
<CAPTION>
                                                    THREE MONTHS ENDED    SIX MONTHS ENDED
                                                        JUNE 30,              JUNE 30,
                                                    -----------------     -----------------
                                                     2001       2000       2001       2000
                                                    ------     ------     ------     ------
                                                    YIELD/     YIELD/     YIELD/     YIELD/
                                                     RATE       RATE       RATE       RATE
                                                    ------     ------     ------     ------
<S>                                                   <C>        <C>        <C>        <C>
Interest earning assets:
  Total investments:
    Mortgage-backed securities                        6.00%      6.85%      6.30%      6.73%
    Other investments                                 5.45       6.43       5.66       5.76
                                                     -----      -----      -----      -----
      Total investments                               5.97       6.81       6.26       6.63

  Total loans:
    Consumer loans                                   13.76      14.35      13.80      14.50
    Mortgage loans (1)                                8.06       7.77       8.24       7.67
    Commercial loans                                  7.71       9.13       8.16       9.14
                                                     -----      -----      -----      -----
      Total loans                                    13.22      12.78      13.22      12.72
                                                     -----      -----      -----      -----
      Total interest earning assets                  11.12      10.18      11.11      10.11

Interest bearing liabilities:
  Deposits                                            5.60       5.46       5.65       5.32
  Notes payable on automobile secured financing       6.84       6.78       6.97       6.75
  Securities sold under agreements to repurchase      4.71       6.05       5.19       5.84
  FHLB advances and other borrowings                  4.80       7.03       5.30       6.50
  Subordinated debentures                             8.92       8.99       8.92       8.99
                                                     -----      -----      -----      -----
      Total interest bearing liabilities              6.33       6.08       6.46       5.90
                                                     -----      -----      -----      -----
Interest rate spread                                  4.79%      4.10%      4.65%      4.21%
                                                     =====      =====      =====      =====
Net yield on average interest earning assets          5.21%      4.82%      5.06%      4.95%
                                                     =====      =====      =====      =====
</TABLE>

-----------------
(1)  For the purposes of these computations, non-accruing loans are included in
     the average loan amounts outstanding.

PROVISION FOR LOAN LOSSES

We maintain an allowance for credit losses to cover probable losses which can be
reasonably estimated for the loans held on the balance sheet. The allowance for
credit losses is increased by charging the provision for credit losses and
decreased by actual losses on the loans or reversing the allowance for credit
losses through the provision for credit losses when the amount of loans held on
balance sheet is reduced through loan sales. The level of allowance is based
principally on the outstanding balance of loans held on balance sheet and
historical loss trends. We believe that the allowance for credit losses is
currently adequate to absorb probable losses in our owned loan portfolio which
can be reasonably estimated.

For the three and six months ended June 30, 2001, the provision for credit
losses totaled $39.6 million and $66.6 million, respectively, compared with
$15.2 million and $27.2 million for the same respective periods a year earlier.
The increase in the provision for credit losses was the result of a higher level
of automobile contracts held on the balance sheet. The allowance for credit
losses as a percentage of owned loans outstanding was 1.9% and 2.1% at June 30,
2001 and December 31, 2000, respectively.


                                       12

<PAGE>   13

NONINTEREST INCOME

Automobile Lending

On a regular basis, we securitize automobile contracts in the asset-backed
securities market and retain the servicing rights. Such transactions are treated
as either sales to a securitization trust or as secured financings for
accounting purposes. For transactions treated as sales to a securitization
trust, we record a non-cash gain equal to the present value of the estimated
future cash flows from the portfolio of automobile contracts sold less the
write-off of dealer participation balances and the effect of hedging activities.
For these securitizations, net interest earned on the automobile contracts sold
and fees earned for servicing the contract portfolios are recognized over the
life of the securitization transactions as contractual servicing income,
retained interest income and other fee income.

The components of automobile lending income were as follows:

<TABLE>
<CAPTION>
                                         THREE MONTHS ENDED       SIX MONTHS ENDED
                                              JUNE 30,                JUNE 30,
                                         -------------------     -------------------
                                          2001        2000        2001        2000
                                         -------     -------     -------     -------
                                                   (DOLLARS IN THOUSANDS)
<S>                                      <C>         <C>         <C>          <C>
Gain on sale of automobile contracts                                         $ 7,719
Retained interest income                 $   241     $17,616     $ 3,077      30,932
Contractual servicing income               6,135      11,444      13,500      23,127
Other fee income                          17,052      14,002      33,786      27,783
                                         -------     -------     -------     -------
    Total automobile lending income      $23,428     $43,062     $50,363     $89,561
                                         =======     =======     =======     =======
</TABLE>

For the three and six months ended June 30, 2001, we securitized $1.4 billion
and $2.4 billion of automobile receivables in transactions treated as secured
financings. For the three and six months ended June 30, 2000, we securitized
$1.0 billion and $2.2 billion. Of the $2.2 billion, $660 million was treated as
a sale and $1.5 billion were treated as secured financings. No gain on sale was
recognized for the three and six months ended June 30, 2001, compared with no
gain on sale and $7.7 million for the same respective periods in 2000.

For the three and six months ended June 30, 2001, retained interest income
totaled $0.2 million and $3.1 million, respectively, compared with $17.6 million
and $30.9 million for the same respective periods in 2000. For accounting
purposes, retained interest income is only recognized on contracts sold through
securitization transactions treated as sales. Retained interest income on
securitization transactions treated as sales is dependent upon the average
excess spread on the contracts sold, credit losses and the size of the sold
portfolio. Retained interest income is expected to decrease as our recent
securitizations are treated as secured financings.

For the three and six months ended June 30, 2001, contractual servicing income
totaled $6.1 million and $13.5 million, respectively, compared with $11.4
million and $23.1 million for the same respective periods in 2000. For
accounting purposes, contractual servicing income is only recognized on
contracts sold through securitization transactions treated as sales. According
to the terms of each securitization transaction, contractual servicing income is
generally earned at rates ranging from 1.0% to 1.25% per annum on the
outstanding balance of contracts securitized. Contractual servicing income
decreased as our recent securitizations are treated as secured financings.

For the three and six months ended June 30, 2001, other fee income totaled $17.1
million and $33.8 million respectively, compared with $14.0 million and $27.8
million for the same respective periods in 2000. Other fee income consists
primarily of documentation fees, late charges and deferment fees on our managed
portfolio, including automobile contracts securitized in transactions accounted
for as sales and secured financings and automobile contracts not securitized.
The increase in other fee income is due to the growth in our average managed
portfolio to $7.4 billion and $7.2 billion for the three and six months ended
June 30, 2001, respectively, compared with $5.8 billion and $5.7 billion for the
same respective periods in 2000.


                                       13

<PAGE>   14

Pro-Forma Statements of Income

The following pro-forma portfolio basis statements of income present our results
under the assumption that all our securitization transactions are treated as
secured financings rather than as sales and, therefore, provide a method by
which to gauge our year to year performance. We believe that such a presentation
is an important performance measure of our operations, particularly considering
that our more recent securitization transactions are accounted for as secured
financings. If treated as financings, no gain on sale or subsequent contractual
servicing and retained interest income is recognized. Instead, the earnings of
the automobile contracts in the trusts and the related financing costs are
reflected over the life of the underlying pool of automobile contracts. We refer
to these pro-forma results as "portfolio basis" statements of income since the
automobile contracts would have remained in our on balance sheet contract
portfolio if we accounted for the transactions as financings. We monitor the
periodic portfolio basis earnings of our managed contract portfolio and believe
these portfolio basis statements assist in better understanding our business.

The following tables present the portfolio basis statements of income and
reconciliation to net income as reflected in our Consolidated Statements of
Income:

                      PORTFOLIO BASIS STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED        SIX MONTHS ENDED
                                                                      JUNE 30,                 JUNE 30,
                                                               ---------------------     ---------------------
                                                                 2001         2000         2001         2000
                                                               --------     --------     --------     --------
                                                               (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                                            <C>          <C>          <C>          <C>
Interest income                                                $295,845     $244,633     $580,625     $464,967
Interest expense                                                162,663      132,818      325,966      245,881
                                                               --------     --------     --------     --------
     Net interest income                                        133,182      111,815      255,659      219,086
Net chargeoffs (1)                                               36,580       19,978       69,247       48,066
Provision for growth (2)                                          7,192        7,595       12,799       12,406
                                                               --------     --------     --------     --------
     Provision for credit losses                                 43,772       27,573       82,046       60,472
                                                               --------     --------     --------     --------
     Net interest income after provision for credit losses       89,410       84,242      173,613      158,614
Noninterest income                                               20,097       16,678       40,365       39,742
Noninterest expense                                              62,988       54,305      124,333      112,930
                                                               --------     --------     --------     --------
     Income before income tax                                    46,519       46,615       89,645       85,426
Income tax (3)                                                   17,735       18,581       35,195       34,810
                                                               --------     --------     --------     --------
     Income before minority interest                             28,784       28,034       54,450       50,616
Minority interest in earnings                                     4,942        4,222        9,109        6,907
                                                               --------     --------     --------     --------
     Income before extraordinary item                            23,842       23,812       45,341       43,709
Extraordinary gain from early extinguishment of debt                  8           61           16          218
                                                               --------     --------     --------     --------
Portfolio basis net income                                     $ 23,850     $ 23,873     $ 45,357     $ 43,927
                                                               ========     ========     ========     ========

Portfolio basis net income per common share - diluted (4)      $   0.71     $   0.87     $   1.38     $   1.62
                                                               ========     ========     ========     ========

GAAP basis net income per common share - diluted (4)           $   0.50     $   0.64     $   1.05     $   1.39
                                                               ========     ========     ========     ========
</TABLE>

------------
(1)  Represents actual chargeoffs incurred during the period, net of recoveries.

(2)  Represents additional allowance for credit losses we would set aside due to
     an increase in the managed contract portfolio.

(3)  Such tax effect is based upon our tax rate for the respective period.

(4)  Decline in earnings per share is the result of the rights offering in May
     2001, which diluted the number of shares by 12%.


                                       14

<PAGE>   15

                     RECONCILIATION OF GAAP BASIS NET INCOME
                          TO PORTFOLIO BASIS NET INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED           SIX MONTHS ENDED
                                                        JUNE 30,                    JUNE 30,
                                                 ----------------------      -----------------------
                                                   2001          2000          2001           2000
                                                 --------      --------      --------      ---------
                                                               (DOLLARS IN THOUSANDS)
<S>                                              <C>           <C>           <C>           <C>
GAAP net income                                  $ 16,897      $ 17,618      $ 34,613      $  37,617

Portfolio basis adjustments:
   Gain on sales of automobile contracts                                                      (7,719)
   Retained interest income                          (241)      (17,616)      (13,500)       (30,932)
   Contractual servicing income                    (6,135)      (11,444)       (3,077)       (23,127)
   Net interest income                             24,232        52,307        53,469        108,800
   Provision for credit losses                      8,097         1,289         9,577          2,255
   Net chargeoffs                                 (12,228)      (13,618)      (25,000)       (35,536)
   Operating expenses                                 (31)        1,723           (51)          (905)
   Minority interest                               (1,521)       (1,346)       (2,327)        (1,405)
                                                 --------      --------      --------      ---------
           Total portfolio basis adjustments       12,173        11,295        19,091         11,431
Net tax effect (1)                                  5,220         5,040         8,347          5,121
                                                 --------      --------      --------      ---------
Portfolio basis net income                       $ 23,850      $ 23,873      $ 45,357      $  43,927
                                                 ========      ========      ========      =========
</TABLE>

--------------
(1)  Such tax is based on our tax rate for the respective period.

NONINTEREST EXPENSE

For the three and six months ended June 30, 2001, noninterest expense totaled
$63.0 million and $124 million, respectively, compared with $56.2 million and
$112 million for the same respective periods in 2000. Noninterest expense as a
percent of total revenues improved to 46% and 48% for the three and six months
ended June 30, 2001 compared with 53% for the same respective periods in 2000.

INCOME TAXES

We file federal and certain state tax returns on a consolidated basis. Other
state tax returns are filed for each subsidiary separately. Our effective tax
rate was 38% and 39% for the three and six months ended June 30, 2001 compared
with an effective tax rate of 40% and 41% for the same respective periods in
2000.

FINANCIAL CONDITION

OVERVIEW

Total assets increased $1.5 billion or 18.7% to $9.3 billion at June 30, 2001
from $7.9 billion at December 31, 2000. This increase is primarily the result of
an increase in automobile contracts held on the balance sheet.


                                       15

<PAGE>   16

LOAN PORTFOLIO

Consumer Loan Portfolio

Our consumer loan portfolio consisted of the following:

<TABLE>
<CAPTION>
                                 JUNE 30, 2001           DECEMBER 31, 2000
                              -------------------       -------------------
                                AMOUNT        %           AMOUNT        %
                              ----------    -----       ----------    -----
                                            (DOLLARS IN THOUSANDS)
<S>                           <C>            <C>        <C>            <C>
Automobile contracts          $5,925,065     99.8%      $4,295,580     99.7%
Other                             11,688      0.2           13,456      0.3
                              ----------    -----       ----------    -----
                              $5,936,753    100.0%      $4,309,036    100.0%
                              ==========    =====       ==========    =====
</TABLE>

Commercial Loan Portfolio

For the three and six months ended June 30, 2001, we originated $71.1 million
and $266 million of commercial loans, respectively, compared with $69.0 million
and $127 million for the same respective periods in 2000. Though we continue to
focus on expanding our commercial banking operation, it has not been a
significant source of revenue.

Mortgage Loan Portfolio

Our total mortgage loan portfolio consisted of the following:

<TABLE>
<CAPTION>
                                       JUNE 30, 2001          DECEMBER 31, 2000
                                     ------------------      ------------------
                                      AMOUNT        %         AMOUNT        %
                                     --------     -----      --------     -----
                                                (DOLLARS IN THOUSANDS)
<S>                                  <C>           <C>       <C>           <C>
Single family residential loans:
   First trust deeds                 $181,778      42.0%     $224,798      44.3%
   Second trust deeds                   5,606       1.3         6,056       1.2
                                     --------     -----      --------     -----
                                      187,384      43.3       230,854      45.5

Multifamily residential loans         204,724      47.3       230,004      45.3
Construction loans                     19,573       4.5        14,784       2.9
Other                                  28,767       6.7        38,105       7.5
                                     --------     -----      --------     -----
                                      440,448     101.8       513,747     101.2
Less: undisbursed loan proceeds         7,884       1.8         6,316       1.2
                                     --------     -----      --------     -----
          Total mortgage loans       $432,564     100.0%     $507,431     100.0%
                                     ========     =====      ========     =====
</TABLE>


                                       16

<PAGE>   17

ASSET QUALITY

Overview

Nonperforming assets, repossessions, loan delinquency and credit losses are
considered by us as key measures of asset quality. Asset quality, in turn,
affects our determination of the allowance for credit losses. We also take into
consideration general economic conditions in the markets we serve, individual
loan reviews, and the level of assets relative to reserves in determining the
adequacy of the allowance for credit losses.

Automobile Loan Quality

We provide financing in a market where there is a risk of default by borrowers.
Chargeoffs directly impact our earnings and cash flows. To minimize the amount
of credit losses we incur, we monitor delinquent accounts, promptly repossess
and remarket vehicles, and seek to collect on deficiency balances.

At June 30, 2001, the percentage of accounts delinquent 30 days or greater was
2.81% compared with 3.18% at December 31, 2000. We calculate delinquency based
on the contractual due date. For the three and six months ended June 30, 2001,
net chargeoffs on average automobile contracts were 1.95% and 1.90%,
respectively, compared with 1.35% and 1.67% for the same respective periods in
2000. The increase in credit loss experience is a result of a slowing economy.

The following table sets forth information with respect to the delinquency of
our portfolio of automobile contracts managed, which includes automobile
contracts that are owned by us and automobile contracts that have been sold
and/or securitized but are managed by us:

<TABLE>
<CAPTION>
                                                        JUNE 30, 2001           DECEMBER 31, 2000
                                                  -------------------------   ----------------------
                                                    AMOUNT       PERCENTAGE     AMOUNT    PERCENTAGE
                                                  ----------     ----------   ----------  ----------
                                                                 (DOLLARS IN THOUSANDS)
<S>                                               <C>            <C>          <C>         <C>
Automobile contracts managed at end of period     $7,617,921                  $6,818,182
                                                  ==========                  ==========
Period of delinquency
    30-59 days                                    $  152,109        2.00%     $  157,843       2.32%
    60 days or more                                   62,160        0.81          59,166       0.86
                                                  ----------        ----      ----------       ----
Total automobile contracts delinquent
    and delinquencies as a percentage of
    automobile contracts managed                  $  214,269        2.81%     $  217,009       3.18%
                                                  ==========        ====      ==========       ====
</TABLE>


                                       17

<PAGE>   18

The following table sets forth information with respect to repossessions in our
portfolio of managed automobile contracts:

<TABLE>
<CAPTION>
                                               JUNE 30, 2001              DECEMBER 31, 2000
                                          ------------------------     ------------------------
                                          NUMBER OF                    NUMBER OF
                                          CONTRACTS       AMOUNT       CONTRACTS      AMOUNT
                                          ---------     ----------     ---------     ----------
                                                        (DOLLARS IN THOUSANDS)
<S>                                        <C>          <C>             <C>          <C>
Automobile contracts managed               662,941      $7,617,921      616,011      $6,818,182
                                           =======      ==========      =======      ==========

Repossessed vehicles                           703      $    4,485          946      $    6,199
                                           =======      ==========      =======      ==========

Repossessed vehicles as a percentage
    of number and amount of automobile
    contracts outstanding                     0.11%           0.06%        0.15%           0.09%
</TABLE>

The following table sets forth information with respect to actual credit loss
experience on our portfolio of automobile contracts managed:

<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED              SIX MONTHS ENDED
                                                                  JUNE 30,                       JUNE 30,
                                                         --------------------------      --------------------------
                                                            2001            2000           2001            2000
                                                         ----------      ----------      ----------      ----------
                                                                            (DOLLARS IN THOUSANDS)
<S>                                                      <C>             <C>             <C>             <C>
Automobile contracts managed                             $7,617,921      $6,071,044      $7,617,921      $6,071,044
                                                         ==========      ==========      ==========      ==========

Average automobile contracts managed during period
                                                         $7,408,488      $5,842,731      $7,203,585      $5,661,430
                                                         ==========      ==========      ==========      ==========

Gross chargeoffs                                         $   50,711      $   31,747      $   98,937      $   72,699
Recoveries                                                   14,585          11,987          30,330          25,475
                                                         ----------      ----------      ----------      ----------
Net chargeoffs                                           $   36,126      $   19,760      $   68,607      $   47,224
                                                         ==========      ==========      ==========      ==========

Net chargeoffs as a percentage of average automobile
   contracts outstanding during period                         1.95%           1.35%           1.90%           1.67%
                                                         ==========      ==========      ==========      ==========
</TABLE>


                                       18

<PAGE>   19

The following table sets forth the cumulative static pool losses by month for
all outstanding securitized pools:

                     CUMULATIVE STATIC POOL LOSS CURVES (1)
                                AT JUNE 30, 2001
<TABLE>
<CAPTION>

     PERIOD (2)       1997-C       1997-D      1998-A       1998-B     1998-C      1999-A      1999-B     1999-C     2000-A
---------------------------------------------------------------------------------------------------------------------------
<S>     <C>            <C>          <C>         <C>          <C>        <C>         <C>         <C>        <C>        <C>
        1              0.00%        0.00%       0.00%        0.00%      0.00%       0.00%       0.00%      0.00%      0.00%
        2              0.05%        0.05%       0.04%        0.02%      0.04%       0.04%       0.04%      0.02%      0.03%
        3              0.12%        0.14%       0.11%        0.08%      0.11%       0.11%       0.11%      0.10%      0.10%
        4              0.29%        0.31%       0.25%        0.18%      0.23%       0.20%       0.26%      0.25%      0.20%
        5              0.46%        0.56%       0.44%        0.38%      0.39%       0.33%       0.47%      0.40%      0.36%
        6              0.67%        0.75%       0.66%        0.59%      0.50%       0.46%       0.66%      0.56%      0.55%
        7              0.93%        0.99%       0.95%        0.83%      0.61%       0.62%       0.87%      0.71%      0.71%
        8              1.16%        1.24%       1.23%        1.03%      0.75%       0.76%       1.00%      0.86%      0.91%
        9              1.37%        1.47%       1.50%        1.21%      0.86%       0.92%       1.13%      1.01%      1.10%
        10             1.66%        1.75%       1.79%        1.40%      1.00%       1.11%       1.24%      1.14%      1.27%
        11             1.94%        2.06%       2.03%        1.53%      1.17%       1.30%       1.35%      1.34%      1.45%
        12             2.16%        2.35%       2.21%        1.62%      1.32%       1.47%       1.44%      1.52%      1.58%
        13             2.40%        2.63%       2.39%        1.74%      1.48%       1.61%       1.58%      1.74%      1.73%
        14             2.65%        2.86%       2.49%        1.84%      1.66%       1.73%       1.74%      1.94%      1.85%
        15             2.90%        3.05%       2.60%        1.96%      1.79%       1.81%       1.85%      2.09%      2.00%
        16             3.15%        3.19%       2.72%        2.10%      1.91%       1.89%       2.03%      2.27%      2.15%
        17             3.36%        3.32%       2.85%        2.22%      2.01%       2.00%       2.16%      2.39%
        18             3.55%        3.42%       2.98%        2.40%      2.07%       2.10%       2.30%      2.53%
        19             3.70%        3.50%       3.11%        2.55%      2.11%       2.24%       2.42%      2.67%
        20             3.81%        3.60%       3.25%        2.69%      2.17%       2.35%       2.50%      2.81%
        21             3.91%        3.69%       3.35%        2.79%      2.24%       2.46%       2.58%      2.92%
        22             4.00%        3.81%       3.48%        2.85%      2.34%       2.55%       2.67%
        23             4.11%        3.96%       3.62%        2.89%      2.43%       2.63%       2.77%
        24             4.21%        4.10%       3.70%        2.92%      2.52%       2.71%       2.87%
        25             4.30%        4.23%       3.75%        2.97%      2.62%       2.77%
        26             4.44%        4.34%       3.80%        3.04%      2.71%       2.82%
        27             4.56%        4.44%       3.87%        3.13%      2.80%       2.89%
        28             4.66%        4.51%       3.92%        3.18%      2.87%       2.96%
        29             4.77%        4.54%       3.98%        3.24%      2.90%       3.02%
        30             4.79%        4.56%       4.06%        3.32%      2.95%
        31             4.83%        4.57%       4.11%        3.38%      2.30%
        32             4.86%        4.63%       4.17%        3.43%      2.32%
        33             4.88%        4.67%       4.22%        3.47%
        34             4.90%        4.71%       4.27%        3.48%
        35             4.92%        4.76%       4.32%        3.52%
        36             4.98%        4.80%       4.34%        3.54%
        37             5.01%        4.84%       4.35%        3.58%
        38             5.06%        4.89%       4.38%
        39             5.10%        4.92%       4.39%
        40             5.14%        4.92%       4.43%
        41             5.17%        4.93%
        42             5.17%        4.95%
        43             5.17%        4.97%
        44             5.17%
        45             5.19%
        46             5.20%

PRIME MIX (3)            53%          49%         57%          67%        70%         70%         70%        67%        69%
</TABLE>


                                       19

<PAGE>   20

                     CUMULATIVE STATIC POOL LOSS CURVES (1)
                                AT JUNE 30, 2001

<TABLE>
<CAPTION>

    PERIOD (2)             2000-B      2000-C       2000-D      2001-A     2001-B
---------------------------------------------------------------------------------
<S>                         <C>         <C>          <C>         <C>        <C>
         1                  0.00%       0.00%        0.00%       0.00%      0.00%
         2                  0.02%       0.04%        0.04%       0.03%      0.03%
         3                  0.09%       0.13%        0.11%       0.09%
         4                  0.24%       0.27%        0.24%       0.20%
         5                  0.39%       0.46%        0.39%       0.33%
         6                  0.59%       0.65%        0.54%
         7                  0.78%       0.81%        0.74%
         8                  0.99%       0.93%        0.93%
         9                  1.17%       1.07%
        10                  1.33%       1.24%
        11                  1.44%       1.41%
        12                  1.57%
        13                  1.72%
        14                  1.86%

   PRIME MIX (3)              69%         68%          70%         72%        73%
</TABLE>

------------------
(1)  Cumulative static pool losses are equal to the cumulative amount of losses
     actually recognized up to and including a given month divided by the
     original principal balance of the securitization transaction.

(2)  Represents the number of months since the inception of the securitization
     transaction.

(3)  Represents the original percentage of prime contacts sold within each pool.


                                       20

<PAGE>   21

Real Estate Loan Quality

The following table summarizes mortgage delinquencies over 60 days by loan type:

<TABLE>
<CAPTION>
                           JUNE 30, 2001            DECEMBER 31, 2000
                        --------------------     ---------------------
                         AMOUNT                    AMOUNT
                        PAST DUE                  PAST DUE
                          OVER        % OF          OVER          % OF
                        60 DAYS     CATEGORY      60 DAYS      CATEGORY
                         ------     --------      --------     --------
                                    (DOLLARS IN THOUSANDS)
<S>                      <C>          <C>          <C>           <C>
Single family            $7,402       3.35%        $7,585        2.78%
Multifamily                 874       0.42%           186        0.11%
                         ------       ----         ------        ----
                         $8,276       1.88%        $7,771        1.50%
                         ======       ====         ======        ====
</TABLE>

Nonperforming Assets

NPAs consist of nonperforming loans, also known as NPLs, Chapter 13 bankruptcy
accounts greater than 120 days delinquent and real estate owned, also known as
REO. REO is carried at lower of cost or fair value. NPLs are defined as all
nonaccrual loans. This includes mortgage loans 90 days or more past due and
impaired loans where full collection of principal and interest is not reasonably
assured. NPAs increased $7.7 million to $22.7 million at June 30, 2001 compared
with $14.4 million at December 31, 2000. NPAs represented 0.2% of total assets
at June 30, 2001 and December 31, 2000. There were no impaired loans at June 30,
2001 and December 31, 2000.

At June 30, 2001, interest on nonperforming loans excluded from interest income
was $0.6 million compared to $0.5 million at December 31, 2000.

Allowance for Credit Losses

Our allowance for credit losses was $123 million at June 30, 2001 compared to
$104 million at December 31, 2000. The allowance for credit losses and related
provisions are determined by considering loan volumes, loan sales, prepayments,
loss trends, levels of NPLs, management's analysis of market conditions,
individual loan reviews, levels of assets to reserves and other relevant
factors. The allowance for credit losses is reduced by net chargeoffs and
increased by the provision for credit losses. For the three and six months ended
June 30, 2001, the provision for credit losses was $39.6 million and $66.6
million, respectively, compared with $15.2 million and $27.2 million for the
same respective periods in 2000. For the three and six months ended June 30,
2001, net chargeoffs totaled $24.4 million and $44.2 million, respectively,
compared with $6.4 million and $12.5 million for the same respective periods in
2000. The increase in the allowance for credit losses was the result of a higher
level of automobile contracts held on balance sheet. The allowance for credit
losses as a percentage of owned loans outstanding was 1.9% and 2.1% at June 30,
2001 and December 31, 2000, respectively.

We believe that the allowance for credit losses is currently adequate to cover
probable losses in our owned portfolio that can be reasonably estimated. No
single loan, borrower or series of such loans comprises a significant portion of
the total portfolio. The provision and allowance for credit losses are
indicative of loan volumes, loss trends and management's analysis of market
conditions.


                                       21

<PAGE>   22

The following table sets forth the activity in the allowance for credit losses:

<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED             SIX MONTHS ENDED
                                                        JUNE 30,                      JUNE 30,
                                                ------------------------       ------------------------
                                                  2001            2000           2001           2000
                                                ---------       --------       ---------       --------
                                                                 (DOLLARS IN THOUSANDS)
<S>                                             <C>             <C>            <C>             <C>
Balance at beginning of period                  $ 110,060       $ 69,994       $ 104,006       $ 64,217
Chargeoffs:
   Mortgage loans                                    (496)          (139)           (657)          (610)
   Consumer loans                                 (33,094)        (9,231)        (61,397)       (17,775)
                                                ---------       --------       ---------       --------
                                                  (33,590)        (9,370)        (62,054)       (18,385)
Recoveries:
   Mortgage loans                                      12              1              13              2
   Consumer loans                                   9,227          3,009          17,794          5,855
                                                ---------       --------       ---------       --------
                                                    9,239          3,010          17,807          5,857
                                                ---------       --------       ---------       --------
Net chargeoffs                                    (24,351)        (6,360)        (44,247)       (12,528)
Provision for credit losses                        39,640         15,246          66,623         27,191
Write-down of non-performing assets                (2,773)                        (3,806)
                                                ---------       --------       ---------       --------
Balance at end of period                        $ 122,576       $ 78,880       $ 122,576       $ 78,880
                                                =========       ========       =========       ========

Ratio of net chargeoffs during the period
  (annualized) to average loans outstanding
  during the period                                  1.62%          0.92%           1.57%          0.99%
</TABLE>

The following table presents summarized data relative to the allowance for
credit and real estate losses at the dates indicated:

<TABLE>
<CAPTION>
                                                         JUNE 30,        DECEMBER 31,
                                                           2001               2000
                                                       ------------      ------------
                                                           (DOLLARS IN THOUSANDS)
<S>                                                    <C>               <C>
Total loans (1)                                        $  6,456,137      $  4,924,053
Allowance for credit losses                                 122,576           104,006
Allowance for real estate owned losses                          250               250
Loans past due 60 days or more                               51,897            37,911
Nonperforming loans                                           7,652             9,132
Nonperforming assets (2)                                     22,664            14,433
Allowance for credit losses as a percent of:
  Total loans (1)                                               1.9%              2.1%
  Loans past due 60 days or more                              236.2%            274.3%
  Nonperforming loans                                       1,601.9%          1,138.9%
  Total allowance for credit losses and REO losses
    as a percent of nonperforming assets                      541.9%            698.2%
Nonperforming loans as a percent of total loans                 0.1%              0.2%
Nonperforming assets as a percent of total assets               0.2%              0.2%
</TABLE>

--------------
(1)  Loans net of unearned interest and undisbursed loan proceeds.

(2)  Nonperforming loans, real estate owned, and repossessed assets.


                                       22


<PAGE>   23

CAPITAL RESOURCES AND LIQUIDITY

Overview

We require substantial capital resources and cash to support our business. Our
ability to maintain positive cash flows for our automobile operations is the
result of our consistent managed growth and efficient operations.

In addition to our indirect statement of cash flows as presented under GAAP, we
also analyze the key cash flows for our automobile operations on a direct basis
excluding certain items such as the purchase or sale of automobile contracts.
The following table shows our operating cash flows:

<TABLE>
<CAPTION>
                                             SIX MONTHS ENDED
                                                 JUNE 30,
                                        ---------------------------
                                          2001               2000
                                        --------            -------
                                          (DOLLARS IN THOUSANDS)
<S>                                     <C>                 <C>
Cash flows from owned loans             $159,851            $80,947
Cash flows from trusts                    35,015             76,258
Contractual servicing income              13,500             23,127
Other fee income                          33,786             27,783

Less:
Dealer participation                      61,747             48,401
Operating costs                          104,342             95,103
                                        --------            -------
Operating cash flows                    $ 76,063            $64,611
                                        ========            =======
</TABLE>

Operating cash flows improved for the six months ended June 30, 2001 compared
with the six months ended June 30, 2000 as a result of improving net interest
margins on our managed portfolio as well as improved operating efficiency.

PRINCIPAL SOURCES OF CASH

o    Collections of Principal and Interest from Automobile Contracts - For the
     three and six months ended June 30, 2001, principal and interest
     collections totaled $1.1 billion and $2.1 billion, respectively, compared
     with $0.9 billion and $1.7 billion for the same respective periods in 2000.

o    Deposits - Deposits decreased to $2.2 billion at June 30, 2001 from $2.5
     billion at December 31, 2000.

o    Contract Securitizations - For the three and six months ended June 30,
     2001, we securitized $1.4 billion and $2.4 billion, respectively, compared
     to $1.0 billion and $2.2 billion for the same respective periods in 2000.

o    Borrowings and Other Sources of Funds - Borrowings and other sources of
     funds, which includes notes payable, securities sold under agreements to
     repurchase, and FHLB advances, increased to $5.7 billion at June 30, 2001
     from $4.0 billion at December 31, 2000. The increase is primarily due to
     $2.4 billion in securitizations that were treated as secured financings for
     the six months ended June 30, 2001.


                                       23

<PAGE>   24

PRINCIPAL USES OF CASH

o    Acquisition of Loans or Investment Securities - For the three and six
     months ended June 30, 2001, loan originations totaled $1.4 billion and $2.6
     billion, respectively, compared with $1.2 billion and $2.2 billion for the
     same respective periods in 2000. We purchased $643 million of MBS and other
     investment securities during the six months ended June 30, 2001 compared
     with $554 million during the same period in 2000.

o    Payments of Principal and Interest on Securitization Transactions - For the
     three and six months ended June 30, 2001, payments of principal and
     interest to noteholders and certificateholders totaled $0.9 billion and
     $1.6 billion, respectively, compared with $0.7 billion and $1.7 billion for
     same respective periods in 2000. During the first quarter of the prior
     year, we paid off a $500 million conduit facility secured by automobile
     contracts in a private placement established in September 1999. This caused
     our year-to-date payment of principal and interest to decrease in the
     current year compared to the prior year.

o    Dealer Participation - For the three and six months ended June 30, 2001,
     participation paid by us to dealers totaled $32.5 million and $61.7
     million, compared with $25.5 million and $48.4 million for the same
     respective periods in 2000.

o    Advances to Spread Accounts - The amounts due from trusts at June 30, 2001,
     including initial advances not yet returned, was $231 million at June 30,
     2001 compared with $357 million at December 31, 2000.

o    Operating Our Business - For the three and six months ended June 30, 2001,
     operating expenses totaled $63.0 million and $124 million, respectively,
     compared to $56.2 million and $112 million for the same respective periods
     in 2000.

CAPITAL REQUIREMENTS

The Bank is a federally chartered savings bank. As such, it is subject to
certain minimum capital requirements imposed by FIRREA and FDICIA. FDICIA
separates all financial institutions into one of five capital categories: "well
capitalized," "adequately capitalized," "undercapitalized," "significantly
undercapitalized," and "critically undercapitalized." In order to be considered
"well capitalized," an institution must have a total risk-based capital ratio of
10.0% or greater, a Tier 1 or core risk-based capital ratio of 6.0% or greater,
a leverage ratio of 5.0% or greater and not be subject to any OTS order. The
Bank currently meets all of the requirements of a "well capitalized"
institution.


                                       24

<PAGE>   25

The following table summarizes the Bank's actual capital and required capital as
of June 30, 2001 and December 31, 2000:

<TABLE>
<CAPTION>
                                                                                         TIER 1
                                              TANGIBLE        CORE       RISK-BASED     RISK-BASED
                                               CAPITAL       CAPITAL      CAPITAL        CAPITAL
                                              --------      --------     ----------     ---------
                                                            (DOLLARS IN THOUSANDS)
<S>                                           <C>           <C>           <C>           <C>
JUNE 30, 2001

Actual Capital:
  Amount                                      $544,940      $544,940      $544,940      $786,653
  Capital ratio                                   7.75%         7.75%         9.00%        13.00%

FIRREA minimum required capital:
  Amount                                      $105,494      $210,988           N/A      $484,212
  Capital ratio                                   1.50%         3.00%          N/A          8.00%
  Excess                                      $439,446      $333,952           N/A      $302,441

FDICIA well capitalized required capital:
  Amount                                           N/A      $351,646      $363,159      $605,266
  Capital ratio                                    N/A          5.00%         6.00%        10.00%
  Excess                                           N/A      $193,294      $181,781      $181,387

DECEMBER 31, 2000

Actual Capital:
  Amount                                      $533,571      $533,571      $533,571      $780,317
  Capital ratio                                   8.03%         8.03%         8.32%        12.16%

FIRREA minimum required capital:
  Amount                                      $ 99,664      $199,327           N/A      $513,242
  Capital ratio                                   1.50%         3.00%          N/A          8.00%
  Excess                                      $433,907      $334,244           N/A      $267,075

FDICIA well capitalized required capital:
  Amount                                           N/A      $332,212      $384,931      $641,552
  Capital ratio                                    N/A          5.00%         6.00%        10.00%
  Excess                                           N/A      $201,359      $148,640      $138,765
</TABLE>

The decline in capital ratios from December 31, 2000 to June 30, 2001 is the
result of an increase in the amount of automobile contracts held by us as we
continue to grow our automobile lending operations.


                                       25

<PAGE>   26

The following table reconciles the Bank's capital in accordance with GAAP to the
Bank's tangible, core and risk-based capital:

<TABLE>
<CAPTION>
                                                      JUNE 30,     DECEMBER 31,
                                                        2001           2000
                                                     ---------     -----------
                                                      (DOLLARS IN THOUSANDS)
<S>                                                  <C>            <C>
Shareholder's equity -- GAAP basis                   $ 448,019      $ 462,226
Adjustments for tangible and core capital:
   Unrealized losses under SFAS 115 and SFAS 133        15,286         14,816
   Non-permissible activities                             (116)          (115)
   Minority interest in equity of subsidiaries          81,751         56,644
                                                     ---------      ---------
Total tangible and core capital                        544,940        533,571
Adjustments for risk-based capital:
   Subordinated debentures (1)                         165,906        166,497
   General loan valuation allowance (2)                 75,807         80,249
                                                     ---------      ---------
   Risk-based capital                                $ 786,653      $ 780,317
                                                     =========      =========
</TABLE>

-------------
(1)  Excludes capitalized discounts and issue costs.

(2)  Limited to 1.25% of risk-weighted assets.


                                       26

<PAGE>   27

FORWARD-LOOKING STATEMENTS

Included in our Management's Discussion and Analysis of Financial Condition and
Results of Operations and elsewhere in this Form 10-Q are several
"forward-looking statements." Forward-looking statements are those which use
words such as "believe", "expect", "anticipate", "intend", "plan", "may",
"will", "should", "estimate", "continue", or other comparable expressions. These
words indicate future events and trends. Forward-looking statements are our
current views with respect to future events and financial performance. These
forward-looking statements are subject to many risks and uncertainties that
could cause actual results to differ significantly from historical results or
from those anticipated by us. The most significant risks and uncertainties we
face are:

     o  the level of chargeoffs, as an increase in the level of chargeoffs will
        decrease our earnings;

     o  the ability to originate new automobile contracts in a sufficient amount
        to reach our needs, as a decrease in the amount we originate will reduce
        our earnings;

     o  a decrease in the difference between the average interest rate we
        receive on the automobile contracts we originate and the rate of
        interest we must pay to fund those automobile contracts, as a decrease
        will reduce our earnings;

     o  the continued availability of sources of funding for our operations, as
        a reduction in the availability of funding will reduce our ability to
        originate automobile contracts;

     o  the level of notes treated as secured financings, as the level will
        impact the timing of revenue recognition;

     o  the level of operating costs, as an increase in those costs will reduce
        our net earnings;

     o  the effect of new laws, regulations and court decisions; and

     o  a change in general economic conditions.

You are cautioned not to place undue reliance on our forward-looking statements.
You should carefully review the factors referred to above and other documents we
file from time to time with the Securities and Exchange Commission, including
our quarterly reports on Form 10-Q and our annual reports on Form 10-K.


                                       27

<PAGE>   28

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Fluctuations in interest rates and early prepayment of loans and MBS are the
primary market risks facing us. The Credit and Pricing Committee is responsible
for setting credit and pricing policies and for monitoring credit quality. Our
Asset/Liability Committee is responsible for the management of interest rate and
prepayment risks. Asset/liability management is the process of measuring and
controlling interest rate risk through matching the maturity and repricing
characteristics of interest earning assets with those of interest bearing
liabilities.

The Asset/Liability Committee closely monitors interest rate and prepayment
risks and recommends policies for managing such risks. The primary measurement
tool for evaluating this risk is the use of interest rate shock analysis. This
analysis simulates the effects of an instantaneous and sustained change in
interest rates (in increments of 100 basis points) on our assets and liabilities
and measures the resulting increase or decrease to our net portfolio value, also
known as NPV. NPV is the discounted value of the future cash flows (or `paths'
of cash flows in the presence of options based on volatility assumptions and an
arbitrage free Monte Carlo simulation method to achieve the current market
price) of all assets minus all liabilities whose value is effected by interest
rate changes plus the book value of non-interest rate sensitive assets minus the
book value of non-interest rate sensitive liabilities. The NPV ratio is the
ratio of the NPV to the market value of our assets as calculated above. In
general, an increase in interest rates would more adversely affect our NPV than
would a decrease in interest rates.

Another important measurement of our interest rate risk is `GAP' analysis. GAP
is defined as the difference between the amount of interest sensitive assets
that reprice versus the amount of interest sensitive liabilities that also
reprice within a defined period of time. We have more interest sensitive
liabilities rather than assets repricing in shorter term maturity buckets and
more interest sensitive assets rather than liabilities repricing in longer term
maturity buckets.


                                       28

<PAGE>   29

The following table summarizes our maturity GAP position:

<TABLE>
<CAPTION>
                                                            INTEREST RATE SENSITIVITY ANALYSIS AT JUNE 30, 2001
                                            -----------------------------------------------------------------------------------
                                                                                         3 Years
                                            Within        3 Months       1 Year to         to           After 5
                                           3 Months       to 1 Year       3 Years        5 Years         Years          Total
                                          -----------    -----------    -----------    -----------    -----------    ----------
                                                                          (Dollars in thousands)
<S>                                       <C>                           <C>            <C>            <C>            <C>
Interest earning assets:
  Investment securities                   $     8,440                   $       131    $       357    $     1,025    $    9,953
  Other investments                             2,595    $       200                                                      2,795
  Mortgage-backed securities                  347,939        644,845        734,941        343,823        314,797     2,386,345
                                          -----------    -----------    -----------    -----------    -----------    ----------
    Total investments                         358,974        645,045        735,072        344,180        315,822     2,399,093

  Consumer loans (1)                          358,073      1,413,212      2,785,428      1,338,043         41,998     5,936,754

  Mortgage loans:
    Adjustable rate (2)                       328,188         65,394                                                    393,582
    Fixed rate (2)                                852          3,410          6,480          4,131         12,419        27,292
  Construction loans (2)                       11,689                                                                    11,689
  Commercial loans (2)                         82,398            558          1,781            875          1,208        86,820
                                          -----------    -----------    -----------    -----------    -----------    ----------
    Total interest earning assets           1,140,174      2,127,619      3,528,761      1,687,229        371,447     8,855,230

Interest bearing liabilities:

  Deposits:
    Passbook accounts (3)                       2,220          6,000          3,492                                      11,712
    Demand deposit and money market
      accounts (3)                            123,409        191,582        381,029                                     696,020
    Certificate accounts (4)                  602,541        790,519         65,499          2,024             92     1,460,675
    FHLB advances (4)                         382,000          6,500                                        2,992       391,492
    Securities sold under agreements
      to repurchase (4)                       157,761                                                                   157,761
    Subordinated debentures (4)                40,544                                                     148,208       188,752
    Notes payable on automobile
      secured financing (4)                 1,644,256      1,293,602      1,773,794        486,898                    5,198,550
    Other borrowings (4)                        5,285                                                                     5,285
                                          -----------    -----------    -----------    -----------    -----------    ----------
      Total interest bearing liabilities    2,958,016      2,288,203      2,223,814        488,922        151,292     8,110,247
                                          -----------    -----------    -----------    -----------    -----------    ----------

Excess interest earning/bearing assets
  (liabilities)                            (1,817,842)      (160,584)     1,304,947      1,198,307        220,155       744,983
Effect of hedging activities (5)            2,548,500       (189,489)    (1,118,048)      (626,463)      (614,500)
                                          -----------    -----------    -----------    -----------    -----------    ----------
Hedged excess (deficit)                   $   730,658    $  (350,073)   $   186,899    $   571,844    $  (394,345)   $  744,983
                                          ===========    ===========    ===========    ===========    ===========    ==========
Cumulative excess                         $   730,658    $   380,585    $   567,484    $ 1,139,328    $   744,983    $  744,983
                                          ===========    ===========    ===========    ===========    ===========    ==========
Cumulative excess as a percentage
  of total interest earning assets               8.25%          4.30%          6.41%         12.87%          8.41%         8.41%
</TABLE>

--------------
(1)  Based on contractual maturities adjusted by our historical prepayment rate.

(2)  Based on interest rate repricing adjusted for projected prepayments.

(3)  Based on assumptions established by the OTS.

(4)  Based on contractual maturity.

(5)  Includes effect of cash flow hedges on our future deposits.


                                       29

<PAGE>   30

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

        We or our subsidiaries are involved as parties to certain legal
        proceedings incidental to our businesses, including consumer class
        action lawsuits pertaining to our automobile finance activities. We are
        vigorously defending these actions and do not believe that the outcome
        of these proceedings will have a material effect upon our financial
        condition, results of operations and cash flows.

ITEM 2. CHANGES IN SECURITIES

        None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        On May 3, 2001, we held our annual shareholders' meeting. There were
        31,973,160 shares of common stock outstanding entitled to vote, and a
        total of 29,611,286 (93%) were represented at the meeting in person or
        by proxy. The following summarizes vote results of proposals submitted
        to our shareholders:

        1. Proposal to elect directors, each for a two-year term

                                             FOR                  WITHHELD
                                          ----------              ---------
           Robert T. Barnum               25,822,087              3,789,200
           Howard C. Reese                27,585,734              2,025,553
           Charles E. Scribner            27,605,263              2,006,024

        2. Proposal to ratify the appointment of Ernst & Young LLP as
           independent auditors for the fiscal year ending December 31, 2001

              FOR                           AGAINST                ABSTAIN
           ----------                       -------                -------
           29,604,198                        5,192                  1,896

        3. Approval of the adoption of the Westcorp 2001 Stock Option Plan

              FOR                           AGAINST                ABSTAIN
           ----------                      ---------               -------
           23,866,538                      4,347,243                6,206

        4. Approval of an Amendment to the Articles of Incorporation to increase
           the quantity of authorized common stock from 45,000,000 shares to
           65,000,000

              FOR                           AGAINST                ABSTAIN
           ----------                       -------                -------
           28,974,708                       627,199                 9,378


                                       30


<PAGE>   31

ITEM 5. OTHER INFORMATION

        None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a) EXHIBITS

            None

        (b) REPORTS ON FORM 8-K

            None


                                       31

<PAGE>   32

                                   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.

                                                       WESTCORP
                                        ----------------------------------------
                                                     (Registrant)


Date: August 13 , 2001                  By: /s/ JOY SCHAEFER
                                            ------------------------------------
                                                Joy Schaefer
                                                President and Chief Operating
                                                Officer


Date: August 13, 2001                   By: /s/ LEE A. WHATCOTT
                                            ------------------------------------
                                                Lee A. Whatcott
                                                Executive Vice President
                                                (Principal Financial and
                                                Accounting Officer) and Chief
                                                Financial Officer


                                       32