<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 MARCH 31, 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 April 30, 2001, the registrant had 31,973,160 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 33.



                                       1
<PAGE>   2

                            WESTCORP AND SUBSIDIARIES

                                    FORM 10-Q

                                 MARCH 31, 2001

                                TABLE OF CONTENTS

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


<TABLE>
<CAPTION>
                                                                                    Page No.
                                                                                    --------
<S>            <C>                                                                  <C>
PART I.        FINANCIAL INFORMATION

   Item 1.     Financial Statements

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

               Consolidated Statements of Income for the
               Three Months Ended March 31, 2001 and 2000                               4

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

               Consolidated Statements of Cash Flows for the
               Three Months Ended March 31, 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                                     13

   Item 3.     Quantitative and Qualitative Disclosure about Market Risk               30

PART II.       OTHER INFORMATION

   Item 1.     Legal Proceedings                                                       32

   Item 2.     Changes in Securities                                                   32

   Item 3.     Defaults Upon Senior Securities                                         32

   Item 4.     Submission of Matters to a Vote of Security Holders                     32

   Item 5.     Other Information                                                       32

   Item 6.     Exhibits and Reports on Form 8-K                                        32

SIGNATURES                                                                             33
</TABLE>



                                       2
<PAGE>   3

                          PART I. FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

                            WESTCORP AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                           MARCH 31,        DECEMBER 31,
                                                                             2001               2000
                                                                          -----------       ------------
                                                                              (DOLLARS IN THOUSANDS)
<S>                                                                       <C>               <C>
ASSETS
Cash and cash equivalents                                                 $    50,423       $   128,763
Investment securities available for sale                                        9,756            10,734
Mortgage-backed securities available for sale                               2,336,523         2,230,448
Loans receivable                                                            5,715,171         4,924,053
Allowance for credit losses                                                  (110,060)         (104,006)
                                                                          -----------       -----------
  Loans receivable, net                                                     5,605,111         4,820,047
Amounts due from trusts                                                       290,186           357,051
Retained interest in securitized assets                                        98,167           111,558
Premises and equipment, net                                                    85,007            83,991
Other assets                                                                  126,468           125,318
                                                                          -----------       -----------
          TOTAL ASSETS                                                    $ 8,601,641       $ 7,867,910
                                                                          ===========       ===========

LIABILITIES
Deposits                                                                  $ 2,278,355       $ 2,478,487
Notes payable on automobile secured financing                               4,201,511         3,473,377
Securities sold under agreements to repurchase                                173,380           178,821
Federal Home Loan Bank advances                                               631,831           409,570
Amounts held on behalf of trustee                                             467,323           494,858
Subordinated debentures                                                       189,308           189,962
Notes payable                                                                  26,694            27,802
Other liabilities                                                              77,716            71,221
                                                                          -----------       -----------
          TOTAL LIABILITIES                                                 8,046,118         7,324,098

Minority Interests                                                             58,675            56,644

SHAREHOLDERS' EQUITY
Common stock, (par value $1.00 per share; authorized 45,000,000
  shares; issued and outstanding 31,965,226 shares in March 2001 and
  31,931,826 in December 2000)                                                 31,965            31,932
Paid-in capital                                                               248,736           246,889
Retained earnings                                                             237,686           223,163
Accumulated other comprehensive loss, net of tax                              (21,539)          (14,816)
                                                                          -----------       -----------
          TOTAL SHAREHOLDERS' EQUITY                                          496,848           487,168
                                                                          -----------       -----------
          TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                      $ 8,601,641       $ 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
                                                                      MARCH 31,
                                                            -----------------------------
                                                                2001             2000
                                                            -----------      ------------
                                                            (DOLLARS IN THOUSANDS, EXCEPT
                                                             SHARE AND PER SHARE AMOUNTS)
<S>                                                         <C>              <C>
Interest income:
    Loans, including fees                                   $   172,642      $    73,601
    Other                                                        40,025           27,289
                                                            -----------      -----------
        TOTAL INTEREST INCOME                                   212,667          100,890
Interest expense:
    Deposits                                                     33,506           28,813
    Notes payable on automobile secured financing                73,009            9,803
    Other                                                        12,943           11,496
                                                            -----------      -----------
        TOTAL INTEREST EXPENSE                                  119,458           50,112
                                                            -----------      -----------
NET INTEREST INCOME                                              93,209           50,778
Provision for credit losses                                      26,982           11,945
                                                            -----------      -----------
NET INTEREST INCOME AFTER
    PROVISION FOR CREDIT LOSSES                                  66,227           38,833
Noninterest  income:
    Automobile lending                                           26,934           46,499
    Other                                                         3,534            9,282
                                                            -----------      -----------
        TOTAL NONINTEREST INCOME                                 30,468           55,781
Noninterest expenses:
    Salaries and associate benefits                              35,646           34,140
    Credit and collections                                        6,418            5,465
    Data processing                                               4,490            3,992
    Other                                                        14,740           12,401
                                                            -----------      -----------
        TOTAL NONINTEREST EXPENSES                               61,294           55,998
                                                            -----------      -----------
INCOME BEFORE INCOME TAX                                         35,401           38,616
Income tax                                                       14,333           16,148
                                                            -----------      -----------
INCOME BEFORE MINORITY INTEREST                                  21,068           22,468
Minority interest in earnings of subsidiaries                     3,360            2,627
                                                            -----------      -----------
INCOME BEFORE EXTRAORDINARY ITEM                                 17,708           19,841
Extraordinary gain from early extinguishment of debt
    (net of income taxes of $6 and $114, respectively)                8              158
                                                            -----------      -----------
NET INCOME                                                  $    17,716      $    19,999
                                                            ===========      ===========
Net income per common share -- basic:
    Income before extraordinary item                        $      0.55      $      0.74
    Extraordinary item                                             0.00             0.01
                                                            -----------      -----------
    Net income                                              $      0.55      $      0.75
                                                            ===========      ===========
Net income per common share -- diluted:
    Income before extraordinary item                        $      0.55      $      0.74
    Extraordinary item                                             0.00             0.01
                                                            -----------      -----------
    Net income                                              $      0.55      $      0.75
                                                            ===========      ===========
Weighted average number of common shares outstanding:
    Basic                                                    31,949,647       26,597,344
                                                            ===========      ===========
    Diluted                                                  32,120,274       26,616,203
                                                            ===========      ===========
</TABLE>


     See accompanying notes to unaudited 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                                                                               17,716                          17,716
   Unrealized gains on securities
      available for sale and retained
      interest in securitized assets,
      net of tax(1)                                                                                          6,594           6,594
   Unrealized losses on cash flow
      hedges, net of tax(2)                                                                                (14,174)        (14,174)
   Reclassification adjustment for
      losses on cash flow hedges(3)                                                                            857             857
                                                                                                                        ----------
   Comprehensive income                                                                                                     10,993
   Issuance of common stock                    33,400             33          1,847                                          1,880
   Cash dividends                                                                           (3,193)                         (3,193)
                                           ----------     ----------     ----------     ----------      ----------      ----------
Balance at March 31, 2001                  31,965,226     $   31,965     $  248,736     $  237,686      $  (21,539)     $  496,848
                                           ==========     ==========     ==========     ==========      ==========      ==========
</TABLE>

(1) The pre-tax decrease in unrealized losses on securities available for sale
    and retained interest in securitized assets was $11.2 million for the three
    months ended March 31, 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 $23.3
    million for the three months ended March 31, 2001.

(3) The pre-tax amount reclassified into earnings was $1.5 million for the three
    months ended March 31, 2001.



                                       5
<PAGE>   6

                            WESTCORP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                               THREE MONTHS ENDED
                                                                                     MARCH 31,
                                                                          ----------------------------
                                                                             2001             2000
                                                                          -----------      -----------
                                                                              (DOLLARS IN THOUSANDS)
<S>                                                                       <C>              <C>
OPERATING ACTIVITIES
Net income                                                                $    17,716      $    19,999
Adjustments to reconcile net income to net cash provided by
    operating activities:
Loans held for sale:
    Origination of loans                                                                      (493,716)
    Proceeds from sale of loans                                                   620          660,095
    Loan payments and payoffs                                                                   91,678
Provision for credit losses                                                    26,982           11,945
Depreciation and amortization                                                  21,394           26,352
Increase in other assets                                                         (136)         (16,615)
Increase in other liabilities                                                   4,967           30,634
Other, net                                                                      2,765            2,686
                                                                          -----------      -----------
           NET CASH PROVIDED BY OPERATING ACTIVITIES                           74,308          333,058
INVESTING ACTIVITIES
Loans receivable:
    Origination of loans                                                   (1,248,308)        (544,020)
    Loan payments and payoffs                                                 435,122          101,018
Investment securities available for sale:
    Purchases                                                                    (232)            (239)
Mortgage-backed securities:
    Purchases                                                                (209,238)        (554,061)
    Payments received                                                         134,333           31,212
Increase in retained interest in securitized assets                                            (19,240)
Decrease (increase) in amounts due from trusts                                 66,865          (36,259)
Purchase of premises and equipment                                             (4,547)          (2,368)
                                                                          -----------      -----------
           NET CASH USED IN INVESTING ACTIVITIES                             (826,005)      (1,023,957)
FINANCING ACTIVITIES
(Decrease) increase in deposits                                              (231,277)           8,752
(Decrease) increase in securities sold under agreements to repurchase          (6,028)         548,596
Proceeds from notes payable on automobile secured financing                   998,037          540,000
Payments on notes payable on automobile secured financing                    (269,903)        (461,104)
(Decrease) increase in borrowings                                              (1,109)          23,489
(Decrease) increase in amounts held on behalf of trustee                      (27,535)          38,508
Increase (decrease) in  FHLB advances                                         222,261         (110,311)
Decrease in subordinated debentures                                              (800)          (6,091)
Cash dividends                                                                 (3,193)          (1,330)
Other, net                                                                     (7,096)           6,403
                                                                          -----------      -----------
           NET CASH PROVIDED BY FINANCING ACTIVITIES                          673,357          586,912
                                                                          -----------      -----------
DECREASE IN CASH AND CASH EQUIVALENTS                                         (78,340)        (103,987)
Cash and cash equivalents at beginning of period                              128,763          171,365
                                                                          -----------      -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                $    50,423      $    67,378
                                                                          ===========      ===========
</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 three months ended March 31, 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 statement amounts have been reclassified to
conform to the 2001 presentation.

Effective January 1, 2001, we adopted Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities", as amended, also known as SFAS No. 133, which requires all
derivatives to be recognized on the balance sheet at fair value. Changes in the
fair value of derivatives that are hedges will be either offset against the
change in fair value of the hedged assets, liabilities or firm commitments
directly through income or recognized through accumulated other comprehensive
income (loss) on the balance sheet until the hedged items are recognized in
earnings, depending on the nature of the hedges. The ineffective portion of a
derivative's change in fair value will be immediately recognized in earnings if
the derivative is a fair value hedge. The ineffective portion of a derivative's
change in fair value for a cash flow hedge will be recognized in comprehensive
income on the balance sheet if the hedge is less than 100% effective or in
earnings if the hedge is greater than 100% effective.

The automobile 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. From time
to time, we enter into these hedge agreements in amounts that correspond to the
principal amount of the automobile contracts originated. The market value of
these hedge agreements is designed to respond inversely to potential changes in
interest rates. Because of this inverse relationship, we can effectively lock in
a gross interest rate spread at the time of entering into the hedge transaction.
All of our hedge instruments qualify as cash flow hedges under SFAS No. 133. The
effective portion of gains and 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.



                                       7
<PAGE>   8

As part of the adoption of SFAS No. 133, we recorded a cumulative effect
adjustment to accumulated other comprehensive income (loss) of $4.8 million, net
of tax, which represents the deferred loss on hedge agreements outstanding at
January 1, 2001. For the three months ended March 31, 2001, the unrealized loss
on these hedges was $9.5 million, net of taxes of $6.5 million. Of the $9.5
million, $3.5 million relates to forecasted secured financing transactions. We
amortized $0.5 million into earnings, which is included in interest expense on
notes payable on automobile secured financing on the Consolidated Statement of
Income. We estimate that we will reclassify into earnings during the next twelve
months approximately $3.6 million of the unrealized loss on these instruments
that was recorded in accumulated other comprehensive income (loss) as of March
31, 2001. Of the $3.6 million, $1.2 million pertains to forecasted secured
financing transaction expected to occur in the second quarter of 2001.

Historically, to protect against market value changes on our MBS portfolio, we
entered into various hedge agreements. As part of the adoption of SFAS No. 133,
we redesignated these existing agreements from fair value hedges on our MBS
portfolio to cash flow hedges that will protect against potential changes in
interest rates affecting interest payments on future deposits gathered by us and
future securities sold under agreements to repurchase. As a result of this
redesignation, we reclassified the market value of these derivatives from
mortgage-backed securities available for sale to a separate asset or liability
designation depending upon the nature of these instruments. In conjunction with
this redesignation, we recorded a transition adjustment to earnings for the
$33.7 million unrealized loss on these derivatives offset by an equal amount of
unrealized gain on our MBS portfolio. For the three months ended March 31, 2001,
the unrealized loss on these instruments totaled $4.7 million, net of taxes of
$3.0 million. As of March 31, 2001, we recorded these instruments as a liability
of $30.7 million on the Consolidated Statement of Financial Condition. We
reclassified losses of $632 thousand into income, of which $618 thousand is
included in interest expense related to deposits and $14 thousand is included in
other interest expense on the Consolidated Statement of Income. We estimate that
we will reclassify into earnings during the next twelve months approximately
$1.5 million of the unrealized loss on these instruments that was recorded in
accumulated other comprehensive income (loss) as of March 31, 2001. Recognition
of unrealized gains and losses out of accumulated other comprehensive income
(loss) into earnings is determined by the realization of interest payments on
such borrowings.

The fair value of these hedge instruments is estimated by obtaining market
quotes from brokers. We use highly rated counterparties and further reduce our
risk by avoiding any material concentration with a single counterparty. Credit
exposure is limited to those agreements with a positive fair value and only to
the extent of that fair value.

In September 2000, the FASB issued Statement of Financial Accounting Standards
No. 140, Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities, also known as SFAS No. 140. SFAS No. 140 is
effective for transfers and servicing of financial assets and extinguishments of
liabilities occurring after March 31, 2001. Other provisions of the statement
are effective for fiscal years ending after December 15, 2000 and include
additional disclosure requirements and changes related to the recognition and
reclassification of collateral. We do not expect SFAS No. 140 will have a
material effect on our earnings or financial position.



                                       8
<PAGE>   9

NOTE 3 -- MORTGAGE-BACKED SECURITIES AVAILABLE FOR SALE

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

<TABLE>
<CAPTION>
                                                         MARCH 31, 2001
                                     -------------------------------------------------------
                                                      GROSS          GROSS
                                     AMORTIZED      UNREALIZED     UNREALIZED        FAIR
                                        COST           GAIN           LOSS           VALUE
                                     ----------     ----------     ----------     ----------
                                                     (DOLLARS IN THOUSANDS)
<S>                                  <C>            <C>            <C>            <C>
GNMA certificates                    $2,280,324     $    9,457     $   24,459     $2,265,322
FNMA participation certificates          66,100            674              4         66,770
FHLMC participation certificates          1,933             10                         1,943
Other                                     2,488                                        2,488
                                     ----------     ----------     ----------     ----------
                                     $2,350,845     $   10,141     $   24,463     $2,336,523
                                     ==========     ==========     ==========     ==========
</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>



                                       9
<PAGE>   10

NOTE 4 -- NET LOANS RECEIVABLE

Net loans receivable consisted of the following:

<TABLE>
<CAPTION>
                                                           MARCH 31,       DECEMBER 31,
                                                             2001              2000
                                                          -----------      ------------
                                                             (DOLLARS IN THOUSANDS)
<S>                                                       <C>              <C>
Real Estate:
  Mortgage                                                $   472,749      $   498,963
  Construction                                                 20,297           14,784
                                                          -----------      -----------
                                                              493,046          513,747
Less:  undisbursed loan proceeds                               10,715            6,316
                                                          -----------      -----------
                                                              482,331          507,431
Consumer:
  Automobile contracts                                      5,131,517        4,307,267
  Dealer participation, net of deferred contract fees          97,466           82,717
  Other                                                        12,368           13,456
  Unearned discounts                                         (101,295)         (94,404)
                                                          -----------      -----------
                                                            5,140,056        4,309,036
Commercial                                                     92,784          107,586
                                                          -----------      -----------
                                                            5,715,171        4,924,053
Allowance for credit losses                                  (110,060)        (104,006)
                                                          -----------      -----------
                                                          $ 5,605,111      $ 4,820,047
                                                          ===========      ===========
</TABLE>

Automobile contracts serviced by us for the benefit of others totaled
approximately $2.2 billion and $2.6 billion at March 31, 2001 and December 31,
2000, respectively. The decrease in automobile contracts serviced by us for the
benefit of others is the result of our newer securitization transactions being
treated as secured financings rather than sales.

NOTE 5 -- 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.



                                       10
<PAGE>   11

The following table sets forth the components of the RISA:

<TABLE>
<CAPTION>
                                                  THREE MONTHS ENDED
                                                       MARCH 31,
                                               ------------------------
                                                 2001            2000
                                               ---------      ---------
                                                (DOLLARS IN THOUSANDS)
<S>                                            <C>            <C>
Balance at beginning of period                 $ 111,558      $ 167,277
Additions                                                        19,240
Amortization                                     (14,366)       (22,235)
Change in unrealized gain/loss on RISA(1)            975            358
                                               ---------      ---------
Balance at end of period(2)                    $  98,167      $ 164,640
                                               =========      =========
</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>
                                                              MARCH 31,        DECEMBER 31,
                                                                2001               2000
                                                             -----------       ------------
                                                                (DOLLARS IN THOUSANDS)
<S>                                                          <C>               <C>
Estimated net undiscounted RISA earnings                     $   190,813       $   235,270
Off balance sheet allowance for credit losses                    (82,473)         (110,339)
Discount to present value                                        (10,173)          (13,373)
                                                             -----------       -----------
Retained interest in securitized assets                      $    98,167       $   111,558
                                                             ===========       ===========

Outstanding balance of automobile contracts sold through
  securitizations                                            $ 2,164,295       $ 2,608,017
Off balance sheet allowance for losses as a percent of
  automobile contracts sold through securitizations                 3.81%             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.



                                       11
<PAGE>   12

NOTE 6 -- SECURED FINANCINGS

For the three months ended March 31, 2001, we issued $1.0 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 was
$4.2 billion of notes payable on automobile secured financing outstanding at
March 31, 2001 compared with $3.5 billion at December 31, 2000. Interest expense
totaled $73.0 million for the three months ended March 31, 2001 compared with
$9.8 million for the three months ended March 31, 2000. The increase in interest
expense is due to treating our recent securitization transactions as secured
financings rather than sales.

We entered into swap agreements in order to hedge our future interest payments
on notes payable on automobile secured financings. We settled such financial
instruments at the time we closed these securitization transactions and received
or paid cash equal to the gain or loss on these instruments. Therefore, the
total interest payment cash flows on these notes were adjusted at such time.

NOTE 7 -- DIVIDENDS

On December 14, 2000, we declared a cash dividend of $0.10 per share for
shareholders of record as of February 1, 2001 which was paid on February 15,
2001. On May 3, 2001 we declared a cash dividend of $.011 per share for
shareholders of record as of June 5, 2001 which will be paid on June 15, 2001.

NOTE 8 -- RIGHTS OFFERING

On April 25, 2001, we filed a registration statement with the Securities and
Exchange Commission to offer 3,756,831 shares of our stock at $16.25 per share
in a rights offering. Shareholders were offered one right for every eight and
one-half shares held as of April 30, 2001. The rights offering is expected to
close on May 25, 2001.



                                       12
<PAGE>   13

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. Net interest income totaled $93.2
million and $50.8 million for the three months ended March 31, 2001 and 2000,
respectively. The increase in net interest income is the result of us holding a
greater percentage of automobile contracts on balance sheet as we utilized our
own liquidity sources and treating our recent securitization transactions as
secured financings.



                                       13
<PAGE>   14

Interest rates for interest earning assets and interest bearing liabilities for
the three months ended March 31, 2001 and 2000 were as follows:

<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED
                                                          MARCH 31,
                                                     ------------------
                                                      2001        2000
                                                     ------      ------
                                                     YIELD/      YIELD/
                                                      RATE        RATE
                                                     ------      ------
<S>                                                  <C>         <C>
Interest earning assets:
   Total investments:
      Mortgage-backed securities                       6.62%       6.59%
      Other investments                                5.81        5.06
                                                     ------      ------
         Total investments                             6.55        6.41
   Total loans:
      Consumer loans                                  13.84       14.69
      Mortgage loans(1)                                8.41        7.59
      Commercial loans                                 8.58        9.13
                                                     ------      ------
         Total loans                                  13.21       12.68
                                                     ------      ------
         Total interest earning assets                11.09       10.03
Interest bearing liabilities:
  Deposits                                             5.69        5.18
  Notes payable on automobile secured financing        7.22        6.57
  Securities sold under agreements to repurchase       5.63        5.42
  FHLB advances and other borrowings                   6.03        5.44
  Subordinated debentures                              8.92        8.99
                                                     ------      ------
         Total interest bearing liabilities            6.65        5.65
                                                     ------      ------
Interest rate spread                                   4.44%       4.38%
                                                     ======      ======
Net yield on average interest earning assets           5.48%       5.11%
                                                     ======      ======
</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.

The provision for credit losses totaled $27.0 million for the three months ended
March 31, 2001 compared with $11.9 million for the same period 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 March 31,
2001 and December 31, 2000, respectively.



                                       14
<PAGE>   15

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 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 MARCH 31,
                                             ---------------------
                                               2001         2000
                                             --------     --------
                                             (DOLLARS IN THOUSANDS)
<S>                                          <C>          <C>
Gain on sale of automobile contracts                      $  7,719
Retained interest income                     $  2,836       13,316
Contractual servicing income                    7,365       11,682
Other fee income                               16,733       13,782
                                             --------     --------
         Total automobile lending income     $ 26,934     $ 46,499
                                             ========     ========
</TABLE>

For the three months ended March 31, 2001, we securitized $1.0 billion of
automobile receivables in a transaction treated as a secured financing. For the
three months ended March 31, 2000, we securitized $1.2 billion of which $660
million was treated as a sale and $540 million was treated as a secured
financing. No gain on sale was recognized for the three months ended March 31,
2001 compared with $7.7 million for the three months ended March 31, 2000.

Retained interest income was $2.8 million for the three months ended March 31,
2001 compared with $13.3 million for the three months ended March 31, 2000. For
accounting purposes, retained interest income is only recognized on contracts
sold through securitization transactions treated as sales. Retained interest
income decreased as our recent securitizations are treated as secured
financings. 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.

Contractual servicing income totaled $7.4 million for the three months ended
March 31, 2001 compared with $11.7 million for the three months ended March 31,
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.

Other fee income totaled $16.7 million for the three months ended March 31, 2001
compared with $13.8 million for the three months ended March 31, 2000,
respectively. Other fee income consists primarily of documentation fees, late
charges and deferment fees on our serviced 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 serviced portfolio to $7.0



                                       15
<PAGE>   16

billion for the three months ended March 31, 2001 compared with $5.5 billion for
the three months ended March 31, 2000.

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 serviced 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


<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED
                                                                     MARCH 31,
                                                            -------------------------
                                                              2001             2000
                                                            --------         --------
                                                              (DOLLARS IN THOUSANDS,
                                                            EXCEPT PER SHARE AMOUNTS)
<S>                                                         <C>              <C>
Interest income                                             $284,780         $220,334
Interest expense                                             162,303          113,063
                                                            --------         --------
    Net interest income                                      122,477          107,271
Net chargeoffs(1)                                             32,667           28,088
Provision for growth(2)                                        5,607            4,811
                                                            --------         --------
    Provision for credit losses                               38,274           32,899
                                                            --------         --------
    Net interest income after provision for credit losses     84,203           74,372
Noninterest income                                            20,267           23,064
Noninterest expense                                           61,345           58,626
                                                            --------         --------
    Income before income tax                                  43,125           38,810
Income tax(3)                                                 17,460           16,229
                                                            --------         --------
    Income before minority interest                           25,665           22,581
Minority interest in earnings of subsidiaries                  4,167            2,647
                                                            --------         --------
    Income before extraordinary item                          21,498           19,934
Extraordinary gain from early extinguishment of debt               8              158
                                                            --------         --------
Portfolio basis net income                                  $ 21,506         $ 20,092
                                                            ========         ========
Portfolio basis net income per common share -- diluted      $   0.67         $   0.75
                                                            ========         ========
</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 serviced contract portfolio.

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



                                       16
<PAGE>   17

                     RECONCILIATION OF GAAP BASIS NET INCOME
                          TO PORTFOLIO BASIS NET INCOME

<TABLE>
<CAPTION>
                                                 THREE MONTHS ENDED
                                                      MARCH 31,
                                               ----------------------
                                                 2001          2000
                                               --------      --------
                                               (DOLLARS IN THOUSANDS)
<S>                                            <C>           <C>
GAAP basis net income                          $ 17,716      $ 19,999

Portfolio basis adjustments:
   Gain on sales of automobile contracts                       (7,719)
   Retained interest income                      (2,836)      (13,316)
   Contractual servicing income                  (7,365)      (11,682)
   Net interest income                           29,268        55,635
   Provision for credit losses                  (11,292)      (20,954)
   Operating expenses                               (51)       (1,771)
   Minority interest                               (807)          (19)
                                               --------      --------
         Total portfolio basis adjustments        6,917           174
Net tax effect(1)                                 3,127            81
                                               --------      --------
Portfolio basis net income                     $ 21,506      $ 20,092
                                               ========      ========
</TABLE>

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

NONINTEREST EXPENSE

For the three months ended March 31, 2001, total noninterest expense was $61.3
million compared with $56.0 million for the same period a year earlier. The
increase is primarily the result of annual merit increases for associates that
went into effect during the quarter and the seasonal impact of higher collection
costs associated with a higher level of repossessed vehicles during the quarter.
Noninterest expense as a percent of total revenues improved to 50% for the first
quarter of 2001 compared with 53% for the same period a year earlier.

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 40.5% for the three months ended March 31, 2001 compared with an
effective tax rate of 41.8% for the three months ended March 31, 2000.

FINANCIAL CONDITION

OVERVIEW

Total assets increased $0.7 million or 9.3% to $8.6 billion at March 31, 2001
from $7.9 billion at December 31, 2000. This increase is the result of an
increase in mortgage-backed securities available for sale and in automobile
contracts held on the balance sheet.



                                       17
<PAGE>   18

LOAN PORTFOLIO

Consumer Loan Portfolio

Our consumer loan portfolio consisted of the following:

<TABLE>
<CAPTION>
                             MARCH 31, 2001           DECEMBER 31, 2000
                         ---------------------      ---------------------
                           AMOUNT          %          AMOUNT          %
                         ----------      -----      ----------      -----
                                        (DOLLARS IN THOUSANDS)
<S>                      <C>             <C>        <C>             <C>
Automobile contracts     $5,127,688       99.8%     $4,295,580       99.7%
Other                        12,368        0.2          13,456        0.3
                         ----------      -----      ----------      -----
                         $5,140,056      100.0%     $4,309,036      100.0%
                         ==========      =====      ==========      =====
</TABLE>

Commercial Loan Portfolio

For the three months ended March 31, 2001, we originated $51.8 million of
commercial loans compared with $57.7 million for the three months ended March
31, 2000. Though we continue to focus on expanding our commercial banking
operation, it has not been a significant source of revenue.

Mortgage Loan Portfolio

We have from time to time originated mortgage products that we have held on our
balance sheet rather than selling such products into the secondary markets.
Other than mortgage loans originated through the commercial banking division on
a limited basis, we are not adding newly originated mortgage loans to our
balance sheet.

Our total mortgage loan portfolio consisted of the following:


<TABLE>
<CAPTION>
                                       MARCH 31, 2001         DECEMBER 31, 2000
                                     ------------------      ------------------
                                      AMOUNT        %         AMOUNT        %
                                     --------     -----      --------     -----
                                                (DOLLARS IN THOUSANDS)
<S>                                  <C>          <C>        <C>          <C>
Single family residential loans:
  First trust deeds                  $204,061      42.3%     $224,798      44.3%
  Second trust deeds                    5,824       1.2         6,056       1.2
                                     --------     -----      --------     -----
                                      209,885      43.5       230,854      45.5

Multifamily residential loans         220,327      45.7       230,004      45.3
Construction loans                     20,297       4.2        14,784       2.9
Other                                  42,537       8.8        38,105       7.5
                                     --------     -----      --------     -----
                                      493,046     102.2       513,747     101.2
Less: undisbursed loan proceeds        10,715       2.2         6,316       1.2
                                     --------     -----      --------     -----
         Total mortgage loans        $482,331     100.0%     $507,431     100.0%
                                     ========     =====      ========     =====
</TABLE>



                                       18
<PAGE>   19

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 March 31, 2001, the percentage of accounts delinquent 30 days or greater was
2.30% compared with 3.18% at December 31, 2000. We calculate delinquency based
on the contractual due date. Net chargeoffs on average automobile contracts
outstanding for the three months ended March 31, 2001 were 1.86% compared with
2.01% for the same period a year earlier. Stricter underwriting guidelines, the
successful implementation of our multiple credit scoring models, a greater
concentration of prime automobile contracts in our serviced portfolio and an
improved servicing platform have all contributed to better asset quality.

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

<TABLE>
<CAPTION>
                                                   MARCH 31, 2001             DECEMBER 31, 2000
                                             ------------------------     ------------------------
                                               AMOUNT      PERCENTAGE       AMOUNT      PERCENTAGE
                                             ----------    ----------     ----------    ----------
                                                            (DOLLARS IN THOUSANDS)
<S>                                          <C>           <C>            <C>           <C>
Automobile contracts serviced at end of
  period                                     $7,190,457                   $6,818,182
                                             ==========                   ==========
Period of delinquency
   30-59 days                                $  113,434        1.58%      $  157,843        2.32%
   60 days or more                               52,159        0.72           59,166        0.86
                                             ----------      ------       ----------      ------
Total automobile contracts delinquent
   and delinquencies as a percentage of
   automobile contracts serviced             $  165,593        2.30%      $  217,009        3.18%
                                             ==========      ======       ==========      ======
</TABLE>



                                       19
<PAGE>   20

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

<TABLE>
<CAPTION>
                                                 MARCH 31, 2001                    DECEMBER 31, 2000
                                           ---------------------------       ---------------------------
                                           NUMBER OF                         NUMBER OF
                                           CONTRACTS          AMOUNT         CONTRACTS          AMOUNT
                                           ----------       ----------       ----------       ----------
                                                              (DOLLARS IN THOUSANDS)
<S>                                        <C>              <C>              <C>              <C>
Automobile contracts serviced                 639,379       $7,190,457          616,011       $6,818,182
                                           ==========       ==========       ==========       ==========

Repossessed vehicles                              640       $    4,073              946       $    6,199
                                           ==========       ==========       ==========       ==========

Repossessed vehicles as a percentage
   of number and amount of automobile
   contracts outstanding                         0.10%            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 serviced:

<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED
                                                                    MARCH 31,
                                                          ---------------------------
                                                             2001             2000
                                                          ----------       ----------
                                                             (DOLLARS IN THOUSANDS)
<S>                                                       <C>              <C>
Automobile contracts serviced at end of period            $7,190,457       $5,664,144
                                                          ==========       ==========

Average automobile contracts serviced during period       $6,998,682       $5,480,129
                                                          ==========       ==========

Gross chargeoffs                                          $   48,226       $   40,952
Recoveries                                                    15,746           13,484
                                                          ----------       ----------
Net chargeoffs                                            $   32,480       $   27,468
                                                          ==========       ==========

Net chargeoffs as a percentage of average automobile
  contracts serviced during period                              1.86%            2.01%
                                                          ==========       ==========
</TABLE>



                                       20
<PAGE>   21

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

               CUMULATIVE STATIC POOL LOSS CURVES(1) (UNAUDITED)
                                AT MARCH 31, 2001

<TABLE>
<CAPTION>
  PERIOD(2)       1997-B     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%      0.00%
       2           0.06%      0.05%      0.05%      0.04%      0.02%      0.04%      0.04%      0.04%      0.02%      0.03%
       3           0.15%      0.12%      0.14%      0.11%      0.08%      0.11%      0.11%      0.11%      0.10%      0.10%
       4           0.33%      0.29%      0.31%      0.25%      0.18%      0.23%      0.20%      0.26%      0.25%      0.20%
       5           0.56%      0.46%      0.56%      0.44%      0.38%      0.39%      0.33%      0.47%      0.40%      0.36%
       6           0.77%      0.67%      0.75%      0.66%      0.59%      0.50%      0.46%      0.66%      0.56%      0.55%
       7           1.10%      0.93%      0.99%      0.95%      0.83%      0.61%      0.62%      0.87%      0.71%      0.71%
       8           1.40%      1.16%      1.24%      1.23%      1.03%      0.75%      0.76%      1.00%      0.86%      0.91%
       9           1.70%      1.37%      1.47%      1.50%      1.21%      0.86%      0.92%      1.13%      1.01%      1.10%
      10           2.00%      1.66%      1.75%      1.79%      1.40%      1.00%      1.11%      1.24%      1.14%      1.27%
      11           2.22%      1.94%      2.06%      2.03%      1.53%      1.17%      1.30%      1.35%      1.34%      1.45%
      12           2.43%      2.16%      2.35%      2.21%      1.62%      1.32%      1.47%      1.44%      1.52%      1.58%
      13           2.66%      2.40%      2.63%      2.39%      1.74%      1.48%      1.61%      1.58%      1.74%      1.73%
      14           2.91%      2.65%      2.86%      2.49%      1.84%      1.66%      1.73%      1.74%      1.94%
      15           3.15%      2.90%      3.05%      2.60%      1.96%      1.79%      1.81%      1.85%      2.09%
      16           3.47%      3.15%      3.19%      2.72%      2.10%      1.91%      1.89%      2.03%      2.27%
      17           3.77%      3.36%      3.32%      2.85%      2.22%      2.01%      2.00%      2.16%      2.39%
      18           3.97%      3.55%      3.42%      2.98%      2.40%      2.07%      2.10%      2.30%      2.53%
      19           4.20%      3.70%      3.50%      3.11%      2.55%      2.11%      2.11%      2.42%
      20           4.39%      3.81%      3.60%      3.25%      2.69%      2.17%      2.24%      2.50%
      21           4.53%      3.91%      3.69%      3.35%      2.79%      2.24%      2.35%      2.58%
      22           4.67%      4.00%      3.81%      3.48%      2.85%      2.34%      2.46%
      23           4.75%      4.11%      3.96%      3.62%      2.89%      2.43%      2.55%
      24           4.81%      4.21%      4.10%      3.70%      2.92%      2.52%      2.63%
      25           4.88%      4.30%      4.23%      3.75%      2.97%      2.62%      2.71%
      26           4.94%      4.44%      4.34%      3.80%      3.04%      2.71%      2.77%
      27           5.04%      4.56%      4.44%      3.87%      3.13%      2.80%      2.82%
      28           5.11%      4.66%      4.51%      3.92%      3.18%      2.87%
      29           5.21%      4.77%      4.54%      3.98%      3.24%      2.90%
      30           5.31%      4.79%      4.56%      4.06%      3.32%
      31           5.40%      4.83%      4.57%      4.11%      3.38%
      32           5.48%      4.86%      4.63%      4.17%      3.43%
      33           5.52%      4.88%      4.67%      4.22%      3.47%
      34           5.54%      4.90%      4.71%      4.27%      3.48%
      35           5.56%      4.92%      4.76%      4.32%
      36           5.58%      4.98%      4.80%      4.34%
      37           5.61%      5.01%      4.84%      4.35%
      38           5.64%      5.06%      4.89%
      39           5.66%      5.10%      4.92%
      40           5.67%      5.14%      4.92%
      41           5.69%      5.17%
      42           5.71%      5.17%
      43           5.72%      5.17%
      44           5.74%
      45           5.74%
      46           5.73%

PRIME MIX(3)         55%        53%        49%        57%        67%        70%        70%        70%        67%        69%
</TABLE>



                                       21
<PAGE>   22

               CUMULATIVE STATIC POOL LOSS CURVES(1) (UNAUDITED)
                                AT MARCH 31, 2001


<TABLE>
<CAPTION>
   PERIOD(2)        2000-B      2000-C      2000-D      2001-A
---------------------------------------------------------------------
<S>                 <C>         <C>         <C>         <C>
      1               0.00%       0.00%       0.00%       0.00%
      2               0.02%       0.04%       0.04%       0.03%
      3               0.09%       0.13%       0.11%
      4               0.24%       0.27%       0.24%
      5               0.39%       0.46%       0.39%
      6               0.59%       0.65%
      7               0.78%       0.81%
      8               0.99%       0.93%
      9               1.17%
      10              1.33%
      11              1.44%
      12
      13
      14
      15
      16
      17
      18
      19
      20
      21
      22
      23
      24
      25

PRIME MIX(3)            69%         68%         70%         72%
</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.



                                       22
<PAGE>   23

Real Estate Loan Quality

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

<TABLE>
<CAPTION>
                                       MARCH 31,               DECEMBER 31,
                                         2001                      2000
                                 ---------------------     ---------------------
                                              (DOLLARS IN THOUSANDS)
                                  AMOUNT                    AMOUNT
                                 PAST DUE                  PAST DUE
                                 OVER 60        % OF       OVER 60        % OF
                                   DAYS       CATEGORY       DAYS       CATEGORY
                                 --------     --------     --------     --------
<S>                              <C>          <C>          <C>            <C>
Single family                     $7,491         2.91%      $7,585         2.78%
Multifamily                          428         0.28%         186         0.11%
                                  ------       ------       ------       ------
                                  $7,919         1.61%      $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 $2.2 million to $17.1 million at March 31, 2001 compared
with $14.9 million at December 31, 2000. NPAs represented 0.2% of total asset at
March 31, 2001 and December 31, 2000. There were no impaired loans at March 31,
2001 and December 31, 2000.

At March 31, 2001, interest on nonperforming loans excluded from interest income
was $0.4 million compared to $0.5 million at December 31, 2000.

Allowance for Credit Losses

Our allowance for credit losses was $110 million at March 31, 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 months ended March
31, 2001, the provision for credit losses was $27.0 million compared with $11.9
million for the three months ended March 31, 2000. Net chargeoffs for the three
months ended March 31, 2001 and 2000 were $19.9 million and $6.2 million,
respectively. 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
March 31, 2001 and December 31, 2001, 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.



                                       23
<PAGE>   24

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

<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED
                                                             MARCH 31,
                                                    --------------------------
                                                       2001             2000
                                                    ---------        ---------
                                                       (DOLLARS IN THOUSANDS)
<S>                                                 <C>              <C>
Balance at beginning of period                      $ 104,006        $  64,217
Chargeoffs:
  Mortgage loans                                         (161)            (472)
  Consumer loans                                      (28,303)          (8,544)
                                                    ---------        ---------
                                                      (28,464)          (9,016)
Recoveries:
  Mortgage loans                                            1                1
  Consumer loans                                        8,567            2,847
                                                    ---------        ---------
                                                        8,568            2,848
                                                    ---------        ---------
Net chargeoffs                                        (19,896)          (6,168)
Provision for credit losses                            26,982           11,945
Write-down of nonperforming assets                     (1,032)              00
                                                    ---------        ---------
Balance at end of period                            $ 110,060        $  69,994
                                                    =========        =========

Ratio of net chargeoffs during the period to
  average loans outstanding during the period
  (annualized)                                           1.52%            1.07%
</TABLE>

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

<TABLE>
<CAPTION>
                                                                         MARCH 31.        DECEMBER 31,
                                                                           2001               2000
                                                                       ------------       ------------
                                                                            (DOLLARS IN THOUSANDS)
<S>                                                                    <C>                <C>
Total loans(1)                                                         $  5,715,171       $  4,924,053
Allowance for loan losses                                                   110,060            104,006
Allowance for real estate owned losses                                          250                250
Loans past due 60 days or more                                               41,092             37,911
Nonperforming loans                                                           7,487              9,132
Nonperforming assets(2)                                                      17,121             14,933
Allowance for credit losses as a percent of:
    Total loans(1)                                                              1.9%               2.1%
    Loans past due 60 days or more                                            267.8%             274.3%
    Nonperforming loans                                                     1,470.0%           1,138.9%
    Total allowance for credit losses and REO losses as a percent
          of nonperforming assets                                             644.3%             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.



                                       24
<PAGE>   25

CAPITAL RESOURCES AND LIQUIDITY

Overview

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

In addition to our indirect statement of cash flows as presented under GAAP, we
also analyze the key cash flows from 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>
                                   THREE MONTHS ENDED
                                        MARCH 31,
                                  --------------------
                                   2001          2000
                                 --------      --------
                                 (DOLLARS IN THOUSANDS)
<S>                              <C>           <C>
Cash flows from owned loans       $63,951      $36,048
Cash flows from trusts             16,395       35,550
Contractual servicing income       15,917       11,682
Other fee income                   18,002       14,692

Less:
Dealer participation               29,237       22,878
Operating costs                    50,667       47,679
                                  -------      -------
Operating cash flows              $34,361      $27,415
                                  =======      =======
</TABLE>

Operating cash flows improved for the three months ended March 31, 2001 compared
with the three months ended March 31, 2000 as a result of the improving credit
quality of our serviced portfolio as well as improved operating efficiency and
declining dealer participation rates.

PRINCIPAL SOURCES OF CASH

-   Collections of Principal and Interest from Automobile Contracts - Principal
    and interest collections totaled $1.1 billion for the three months ended
    March 31, 2001 compared with $0.9 billion for the three months ended March
    31, 2000.

-   Deposits -- Deposits decreased to $2.3 billion at March 31, 2001 from $2.5
    billion at December 31, 2000.

-   Contract Securitizations -- For the quarter ended March 31, 2001, we
    securitized $1.0 billion compared to $1.2 billion securitized a year
    earlier.

-   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 $5.0 billion at March 31, 2001
    from $4.0 billion at December 31, 2000. The increase is due to a $1.0
    billion securitization for the three months ended March 31, 2001 that was
    treated as a secured financing.



                                       25
<PAGE>   26

PRINCIPAL USES OF CASH

-   Acquisition of Loans or Investment Securities - For the three months ended
    March 31, 2001, total loan originations were $1.0 billion compared with $1.2
    billion for the three months ended March 31, 2000. We purchased $209 million
    of MBS and other investment securities during the three months ended March
    31, 2001 compared with $554 million during the three months ended March 31,
    2000.

-   Payments of Principal and Interest on Securitization Transactions - Payments
    of principal and interest to noteholders and certificateholders totaled $778
    million for the three months ended March 31, 2001 compared with $1.1 billion
    for the three months ended March 31, 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 payment of principal and interest to decrease in the current
    year compared to the prior year.

-   Dealer Participation - Participation paid by us to dealers for the three
    months ended March 31, 2001 totaled $29.2 million compared with $22.9
    million for the same period in 2000.

-   Advances to Spread Accounts - The amounts due from trusts at March 31, 2001,
    including initial advances not yet returned, was $290 million compared with
    $357 million at December 31, 2000.

-   Operating Our Business - Operating expenses totaled $61.3 million for the
    three months ended March 31, 2001 compared to $56.0 million for the three
    months ended March 31, 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. See "Supervision and Regulation -- Regulatory Capital
Requirements".



                                       26
<PAGE>   27

The following table summarizes the Bank's actual capital and required capital as
of March 31, 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>
MARCH 31, 2001
Actual Capital:
  Amount                                       $554,144       $554,144       $554,144       $805,996
  Capital ratio                                    7.38%          7.38%          8.09%         11.77%
FIRREA minimum required capital:
  Amount                                       $112,579       $225,158            N/A       $548,062
  Capital ratio                                    1.50%          3.00%           N/A           8.00%
  Excess                                       $441,565       $328,986            N/A       $257,934
FDICIA well capitalized required capital:
  Amount                                            N/A       $375,264       $411,047       $685,078
  Capital ratio                                     N/A           5.00%          6.00%         10.00%
  Excess                                            N/A       $178,880       $143,097       $120,918

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 30, 2000 to March 31, 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.



                                       27
<PAGE>   28

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

<TABLE>
<CAPTION>
                                                     MARCH 31,      DECEMBER 31,
                                                       2001            2000
                                                     ---------      ------------
                                                       (DOLLARS IN THOUSANDS)
<S>                                                  <C>            <C>
Shareholder's equity -- GAAP basis                   $ 474,045       $ 462,226
Adjustments for tangible and core capital:
  Unrealized losses under SFAS 115 and SFAS 133         21,539          14,816
  Non-permissible activities                              (115)           (115)
  Minority interest in equity of subsidiaries           58,675          56,644
                                                     ---------       ---------
Total tangible and core capital                        554,144         533,571
Adjustments for risk-based capital:
  Subordinated debentures(1)                           166,182         166,497
  General loan valuation allowance(2)                   85,670          80,249
                                                     ---------       ---------
  Risk-based capital                                 $ 805,996       $ 780,317
                                                     =========       =========
</TABLE>

 (1) Excludes capitalized discounts and issue costs.

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



                                       28
<PAGE>   29

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:

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

   -  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;

   -  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;

   -  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;

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

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

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

   -  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.



                                       29
<PAGE>   30

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
rates 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.



                                       30
<PAGE>   31

The following table summarizes our maturity GAP position:

<TABLE>
<CAPTION>
                                                          INTEREST RATE SENSITIVITY ANALYSIS AT MARCH 31, 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>            <C>
Interest earning assets:
   Investment securities                 $     8,243                   $       131    $       357    $     1,025    $     9,756
   Other investments                          20,210    $       510                                                      20,720
   Mortgage-backed securities                299,187        615,260        748,838        355,704        317,534      2,336,523
                                         -----------    -----------    -----------    -----------    -----------    -----------
          Total investments                  327,640        615,770        748,969        356,061        318,559      2,366,999
   Consumer loans(1)                         346,543      1,316,305      2,357,686      1,090,684         28,837      5,140,055
   Mortgage loans:
      Adjustable rate(2)                     363,462         72,006                                                     435,468
      Fixed rate(2)                              864         10,646          6,760          5,057         13,955         37,282
   Construction loans(2)                       9,582                                                                      9,582
   Commercial loans(2)                        86,120          3,252          1,681            864            867         92,784
                                         -----------    -----------    -----------    -----------    -----------    -----------
          Total interest earning assets    1,134,211      2,017,979      3,115,096      1,452,666        362,218      8,082,170
Interest bearing liabilities:
   Deposits:
      Passbook accounts(3)                     2,133          5,770          3,371                                       11,274
      Demand deposit and money
         market accounts(3)                  116,108        204,148        294,937                                      615,193
      Certificate accounts(4)                496,147      1,035,842         47,757          2,065                     1,581,811
      FHLB advances(4)                       622,300          6,500                                        3,031        631,831
      Securities sold under
         agreements to repurchase(4)         173,380                                                                    173,380
      Subordinated debentures(4)                                            41,210                       148,098        189,308
      Notes payable on automobile
         secured financing(4)                287,866      1,122,488      2,020,990        770,167                     4,201,511
      Other borrowings(4)                     26,694                                                                     26,694
                                         -----------    -----------    -----------    -----------    -----------    -----------
      Total interest bearing
         liabilities                       1,724,628      2,374,748      2,408,265        772,232        151,129      7,431,002
                                         -----------    -----------    -----------    -----------    -----------    -----------

Excess interest earning/bearing
   assets (liabilities)                     (590,417)      (356,769)       706,831        680,434        211,089        651,168
Effect of hedging activities(5)            1,824,500       (272,440)      (617,980)      (269,580)      (664,500)
                                         -----------    -----------    -----------    -----------    -----------    -----------
Hedged excess (deficit)                  $ 1,234,083    $  (629,209)   $    88,851    $   410,854    $  (453,411)   $   651,168
                                         ===========    ===========    ===========    ===========    ===========    ===========

Cumulative excess                        $ 1,234,083    $   604,874    $   693,725    $ 1,104,579    $   651,168    $   651,168
                                         ===========    ===========    ===========    ===========    ===========    ===========

Cumulative excess as a percentage
  of total interest earning assets             15.27%          7.48%          8.58%         13.67%          8.06%          8.06%
</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.



                                       31
<PAGE>   32

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

               None

ITEM 5.        OTHER INFORMATION

               None

ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K

         (a)   EXHIBITS

               None

         (b)   REPORTS ON FORM 8-K

               We filed a report on Form 8-K on March 2, 2001 which was
               subsequently amended by a report filed on Form 8-K/A on April 24,
               2001 to present the consolidated financial statements as of
               December 31, 2000 and 1999, and for each of the three years in
               the period ended December 31, 2000.



                                       32
<PAGE>   33

                                   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: May 14 , 2001           By: /s/ Joy Schaefer
       -----------------           ---------------------------------------------
                                   Joy Schaefer
                                   President and Chief Operating Officer

 Date: May 14, 2001            By: /s/ Lee A. Whatcott
       -----------------           ---------------------------------------------
                                   Lee A. Whatcott
                                   Executive Vice President (Principal Financial
                                   and Accounting Officer) and Chief Financial
                                   Officer



                                       33