|SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


___________________________________
FORM 10-Q

x   
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934


For the Quarterly Period Ended September 30, 2003


Commission File Number 1-6798


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

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

|9399 West Higgins Road
Rosemont, Illinois 60018
(Address of principal executive offices)(Zip Code)


(847) 685-1100
(Registrant's telephone number, including area code)



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 3 months
(or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yesx
No
o


Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of
the Act).
Yeso
No
x


Number
of shares of Common Stock, $10 par value, outstanding as of close of business on November
6, 2003: 1,464,285.


The
registrant meets the conditions set forth in General Instruction H(1)(a)(b) and (c) of
Form 10-Q and is therefore filing this form with the reduced disclosure format.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|TABLE OF CONTENTS
|-----------------

|                               |  | Page                                                                                               | 
|------------------------------ |  | -------------------------------------------------------------------------------------------------- | 
|                               |  |                                                                                                    | 
|PART I  FINANCIAL INFORMATION
|                              
|Item 1                         |  | Condensed Consolidated Balance SheetsSeptember 30, 2003 and December 31, 2002                      | 
|                               |  | Condensed Consolidated Statements of IncomeNine and Three Months Ended September 30, 2003 and 2002 | 
|                               |  | Condensed Consolidated Statements of Cash FlowsNine Months Ended September 30, 2003 and 2002       | 
|                               |  | Notes to Condensed Consolidated Financial Statements                                               | 
|Item 2                         |  | Management's Narrative Analysis of Results of Operations                                           | 
|Item 3                         |  | Quantitative and Qualitative Disclosures About Market Risk                                         | 
|Item 4                         |  | Controls and Procedures                                                                            | 
|PART II  OTHER INFORMATION   
|Item 6                         |  | Exhibits and Reports on Form 8-K                                                                   | 
|                               |  | Signatures                                                                                         | 



---

# PART I  FINANCIAL INFORMATION

# Item 1. Financial Statements.

# TRANSAMERICA FINANCE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollar amounts in millions)

|                                                                                                            | September 30,2003 |  | December 31,2002
|----------------------------------------------------------------------------------------------------------- | ----------------- |  | ----------------
|
|ASSETS                                                                                                      |                   |  |                 
|Cash and cash equivalents                                                                                   |                   |  | $               
|Finance receivables                                                                                         |                   |  |                 
|Less unearned finance charges                                                                               |                   |  |                 
|                                                                                                            |                   |  |                 
|Net finance receivables                                                                                     |                   |  |                 
|Less allowance for losses                                                                                   |                   |  |                 
|                                                                                                            |                   |  |                 
|                                                                                                            |                   |  |                 
|Property and equipment (net of accumulated depreciation of                                                  |                   | 
|$1,340.0 for 2003 and $1,279.7 for 2002):                                                                   |                   | 
|Land, buildings and equipment                                                                               |                   |  |                 
|Equipment held for lease                                                                                    |                   |  |                 
|Investments (cost of $4.4 for 2003 and $4.9 for 2002)                                                       |                   |  |                 
|Assets held for sale                                                                                        |                   |  |                 
|Assets of discontinued operations                                                                           |                   |  |                 
|Other assets                                                                                                |                   |  |                 
|                                                                                                            |                   |  |                 
|                                                                                                            |                   |  | $               
|                                                                                                            |                   |  |                 
|LIABILITIES AND STOCKHOLDER'S EQUITY                                                                        |                   | 
|Debt:                                                                                                       |                   | 
|Unsubordinated                                                                                              |                   |  | $               
|Subordinated                                                                                                |                   |  |                 
|Due to AEGON                                                                                                |                   |  |                 
|                                                                                                            |                   |  |                 
|Total debt                                                                                                  |                   |  |                 
|Accounts payable and other liabilities                                                                      |                   |  |                 
|Income taxes payable                                                                                        |                   |  |                 
|Liabilities of discontinued operations                                                                      |                   |  |                 
|Stockholder's equity:                                                                                       |                   | 
|Preferred stockauthorized, 250,000 shares without par value; none issued                                   |                   |  |                 
|Common stockauthorized, 2,500,000 shares of $10 par value; issued        and outstanding, 1,464,285 shares |                   |  |                 
|Additional paid-in capital                                                                                  |                   |  |                 
|Retained earnings                                                                                           |                   |  |                 
|Accumulated other comprehensive income (loss)                                                               |                   |  |                 
|                                                                                                            |                   |  |                 
|Total stockholder's equity                                                                                  |                   |  |                 
|                                                                                                            |                   |  |                 
|                                                                                                            |                   |  | $               
|                                                                                                            |                   |  |                 

# See notes to condensed consolidated financial statements

1

---

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

|                                                                  | Nine months endedSeptember 30, |  | Three months endedSeptember 30, |      
|----------------------------------------------------------------- | ------------------------------ |  | ------------------------------- | -----
|
|
|REVENUES                                                          |                                |  |                                 |      
|Finance charges                                                   |                                |  | $                               | 17.3 
|Leasing revenues                                                  |                                |  |                                 | 306.6
|Other revenues                                                    |                                |  |                                 | 17.2 
|                                                                  |                                |  |                                 |      
|Total revenues                                                    |                                |  |                                 | 341.1
|                                                                  |                                |  |                                 |      
|EXPENSES                                                          |                                | 
|Interest and debt expense                                         |                                |  |                                 | 43.2 
|Depreciation on equipment held for lease                          |                                |  |                                 | 146.9
|Salaries and other operating expenses                             |                                |  |                                 | 171.4
|Provision for losses on receivables                               |                                |  |                                 | (3.1 
|                                                                  |                                |  |                                 |      
|Total expenses                                                    |                                |  |                                 | 358.4
|Income (loss) from continuing operations before income taxes      |                                |  |                                 | (17.3
|Income taxes                                                      |                                |  |                                 | (15.3
|                                                                  |                                |  |                                 |      
|Income (loss) from continuing operations                          |                                |  |                                 | (2.0 
|Income from discontinued operations (net of income tax expense of
|$121.9 and $38.8 for 2003, and $67.9 and $23.1 for 2002)          |                                |  |                                 | 278.6
|                                                                  |                                |  |                                 |      
|Income before cumulative effect of accounting change              |                                |  |                                 | 276.6
|Cumulative effect of accounting change (net of income tax benefit
|of $1.5 in 2003 and $2.6 in 2002)                                 |                                |  |                                 | (2.7 
|                                                                  |                                |  |                                 |      
|Net income                                                        |                                |  | $                               | 273.9
|                                                                  |                                |  |                                 |      

# See notes to condensed consolidated financial statements

2

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

|                                                               | Nine months endedSeptember 30,
|-------------------------------------------------------------- | ------------------------------
|
|
|OPERATING ACTIVITIES                                           |                               
|Net income                                                     |                               
|Adjustments to reconcile net income to net cash provided       |                               
|by operating activities:                                       |                               
|Cumulative effect of accounting change                         |                               
|Depreciation and amortization                                  |                               
|Provision for losses on receivables                            |                               
|Change in accounts payable and other liabilities               |                               
|Change in income taxes payable                                 |                               
|Provision for losses on receivables of discontinued operations |                               
|Other                                                          |                               
|                                                               |                               
|Net cash provided by operating activities                      |                               
|                                                               |                               
|INVESTING ACTIVITIES                                           |                               
|Finance receivables originated and purchased                   |                               
|Finance receivables collected and sold                         |                               
|Purchases of property and equipment                            |                               
|Sales of property and equipment                                |                               
|Proceeds from sales of assets held for sale                    |                               
|Other                                                          |                               
|                                                               |                               
|Net cash provided by investing activities                      |                               
|                                                               |                               
|FINANCING ACTIVITIES                                           |                               
|Proceeds from non-affiliate debt financing                     |                               
|Repayments of non-affiliate debt                               |                               
|Proceeds from debt financing with AEGON                        |                               
|Repayments of debt to AEGON                                    |                               
|Capital contributions from parent                              |                               
|Dividends to parent                                            |                               
|Return of capital to parent                                    |                               
|                                                               |                               
|Net cash used in financing activities                          |                               
|                                                               |                               
|Decrease in cash and cash equivalents                          |                               
|Cash and cash equivalents at beginning of year(1)              |                               
|                                                               |                               
|Cash and cash equivalents at end of period(1)                  |                               
|                                                               |                               

# See notes to condensed consolidated financial statements

_________________(1)    
Cash and cash equivalents include cash and cash equivalent balances classified
as assets of discontinued operations.

3

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# TRANSAMERICA FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

# Note A  Basis of Presentation

The
accompanying unaudited condensed consolidated financial statements of Transamerica Finance
Corporation and its subsidiaries (the Company) have been prepared in
accordance with accounting principles generally accepted in the United States of America
for interim financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and footnotes
required by these accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the nine and
three month periods ended September 30, 2003 are not necessarily indicative of the results
that may be expected for the year ending December 31, 2003. For further information, refer
to the consolidated financial statements and footnotes set forth in the Companys
Form 10-K for the year ended December 31, 2002. Certain reclassifications have been made
to the 2002 condensed consolidated financial statements to conform to the 2003
classifications.

# Note B  Impact of Adopting New Accounting Pronouncements

In
November 2002, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others(FIN No.
45). FIN No. 45 interprets FASB Statement Nos. 5, 57 and 107, and addresses the
disclosures to be made by a guarantor in interim and annual financial statements about
obligations under certain guarantees that it has issued. In addition, FIN No. 45 clarifies
that a guarantor must recognize, at the inception of a guarantee, a liability for the fair
value of the obligation undertaken in issuing the guarantee. The initial recognition and
initial measurement provisions of this interpretation are applicable on a prospective
basis to guarantees issued or modified ending after December 31, 2002. The Company adopted
FIN No. 45 as of January 1, 2003 without material effect to either its financial position
or the results of its operations.

In
January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest
Entities(FIN No. 46), an interpretation of Accounting Research Bulletin
No. 51. FIN No. 46 requires the consolidation of variable interest entities by the
enterprise that is the primary beneficiary of the variable interest entity
(VIE). The primary beneficiary of a VIE is the party that absorbs a majority
of the entitys expected losses or receives a majority of the entitys expected
residual returns as a result of ownership, contractual or other financial interests in the
entity. Prior to FIN No. 46, entities were generally consolidated by an enterprise that
had a controlling financial interest through ownership of a majority voting interest in
the entity. FIN No. 46 applies in the first interim period beginning after December 15,
2003 to variable interest entities acquired before February 1, 2003.

The
Company leases one of its facilities from an unconsolidated VIE under an operating lease,
which expires in September 2005, but can be renewed through September 2010. A third party
has invested capital at risk of 3% of the assets of the VIE with the remainder being
financed through a debt obligation. In prior reporting periods, the Company did not
consolidate the VIE in its financial statements and accounted for the arrangement as an
operating lease. The Company elected to adopt FIN No. 46 as of July 1, 2003. The Company
believes that under FIN No. 46 it is deemed to be the primary beneficiary of the VIE and
accordingly has consolidated the VIE in its financial statements. As a result of the
adoption of FIN No. 46, the Companys property and equipment increased $31.3 million,
net of accumulated depreciation of $4.2 million, and debt and minority interest increased
$34.4 million and $1.1 million, respectively. The cumulative effect on net income was a
charge of $2.7 million after tax.

4

---

# Note C  Discontinued Operations

The
operations of all of the businesses discussed in this Note C meet the criteria for a
component of an entity under FASB Statement No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets (FAS No. 144). In accordance with this
statement, the condensed consolidated statements of income have been restated to reflect
the results of the operations of these businesses as income (loss) from discontinued
operations and the assets and liabilities of these businesses have been reclassified in
the condensed consolidated balance sheets as assets and liabilities of discontinued
operations.

During
the third quarter of 2003, the Company announced that it had entered into an agreement
with General Electric Capital Corporation to sell most of its Commercial Lending segment
(the Pending Sale). At September 30, 2003, the Commercial Lending businesses
to be sold primarily consisted of a portfolio of $8.3 billion of net finance receivables,
including $2.7 billion of securitized finance receivables, and $0.7 billion of other
assets, including goodwill and other intangible assets. In addition to the assets to be
sold, $1.1 billion of liabilities, primarily consisting of accounts payable and other
liabilities and third party debt, will be assumed. The Company intends to use most of the
proceeds from the Pending Sale to retire certain debt, including debt owed to AEGON. The
Pending Sale is subject to the receipt of regulatory approvals and the amendment or waiver
of certain provisions of the Companys outstanding debt securities, as well as other
customary closing conditions. AEGON N.V. intends to offer to guarantee the Companys
public debt securities with respect to which the aforementioned amendments and waivers are
sought. The Pending Sale is expected to close during the fourth quarter of 2003.

Also
during the third quarter of 2003, the Company announced its intent to sell its flood
hazard certification and real estate tax services businesses to The First American
Corporation. At September 30, 2003, the Real Estate Information Services businesses to be
sold primarily consisted of $78 million of accounts receivable, fixed assets and other
assets. In addition to the assets to be sold, approximately $272 million of deferred
revenues, $116 million of net deferred tax assets and $25 million of accounts payable and
other liabilities will be assumed. These businesses substantially comprised all of the
Real Estate Information Services segment. See Note F for a discussion of a subsequent
event relating to this transaction. The segments remaining asset is its $22.5
million investment in First American Real Estate Solutions, L.P. In connection with this
transaction, the Company has determined that this investment no longer fits its long-term
strategy. The Company expects to dispose of this investment during the first half of 2004.

These
announced transactions with General Electric Capital Corporation and The First American
Corporation are consistent with AEGONs strategy to focus on its core business of
life insurance, pensions and related investment products.

5

---

During
the third quarter of 2003, the Company completed the sale of its ownership interest in
FACTA, LLP (FACTA), a domestic owner/operator truck financing business, which
resulted in a loss totaling $9.3 million ($6.1 million after tax). During the second
quarter of 2003, the Company estimated and provided $9.5 million ($6.2 million after tax)
in anticipation of this loss. The assets sold primarily consisted of $20.5 million of net
finance receivables and other assets. FACTA was part of the Companys Commercial
Lending segment. The decision to sell the Companys interest in FACTA was based on
the business operating performance and the emergence of interested buyers.

During
the second quarter of 2003, the Company completed the sale of its seventy percent
ownership interest in Transamerica Apple Distribution Finance Limited (TADFL),
a joint venture in Asia, which resulted in a loss totaling $3.1 million ($2.1 million
after tax). During 2002, the Company estimated and provided $3.4 million ($2.2 million
after tax) in anticipation of this loss. The decrease in the actual loss from the initial
estimate was primarily due to changes in the dollar-rupee foreign exchange rate. The
assets sold and liabilities assumed primarily consisted of $40.6 million of net finance
receivables and other assets and $30.0 million of debt and other liabilities. TADFL was
part of the Companys Commercial Lending segment and no longer fit the Companys
long-term strategy.

During
the second quarter of 2002, the Company completed the sale of its ninety-five percent
ownership interest in TerraPoint, LLC (TerraPoint), which resulted in a loss
totaling $8.1 million ($5.3 million after tax). The assets sold consisted of $11.5 million
of fixed assets and accounts receivable. TerraPoint was part of the Companys Real
Estate Information Services segment and no longer fit the Companys long-term
strategy.

The
following tables set forth revenues and pretax income (loss) for each of the businesses
reclassified as discontinued operations for the periods indicated:

|                                        | Nine months ended September 30,
|--------------------------------------- | -------------------------------
|
|
|Commercial lending (CL)                 |                                
|Real estate information services (REIS) |                                
|FACTA                                   |                                
|TADFL                                   |                                
|TerraPoint                              |                                
|                                        |                                
|                                        |                                
|                                        |                                

|           | Three months ended September 30,
|---------- | --------------------------------
|
|
|CL         |                                 
|REIS       |                                 
|FACTA      |                                 
|TADFL      |                                 
|TerraPoint |                                 
|           |                                 
|           |                                 
|           |                                 

6

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The
following tables set forth the assets and liabilities of discontinued operations for the
periods indicated:

|                                                           | September 30, 2003
|---------------------------------------------------------- | ------------------
|
|ASSETS                                                     |                   
|Cash and cash equivalents                                  |                   
|Finance receivables (net of unearned finance charges)      |                   
|Less allowance for losses                                  |                   
|                                                           |                   
|                                                           |                   
|Property and equipment (net of accumulated depreciation) . |                   
|Goodwill                                                   |                   
|Other intangible assets                                    |                   
|Other assets                                               |                   
|                                                           |                   
|                                                           |                   
|                                                           |                   
|LIABILITIES                                                |                   
|Unsubordinated debt                                        |                   
|Deferred real estate service revenues                      |                   
|Accounts payable and other liabilities                     |                   
|Income taxes payable                                       |                   
|                                                           |                   
|                                                           |                   
|                                                           |                   

|                                                         | December 31, 2002
|-------------------------------------------------------- | -----------------
|
|ASSETS                                                   |                  
|Cash and cash equivalents                                |                  
|Finance receivables (net of unearned finance charges)    |                  
|Less allowance for losses                                |                  
|                                                         |                  
|                                                         |                  
|Property and equipment (net of accumulated depreciation) |                  
|Goodwill                                                 |                  
|Other intangible assets                                  |                  
|Other assets                                             |                  
|                                                         |                  
|                                                         |                  
|                                                         |                  
|LIABILITIES                                              |                  
|Unsubordinated debt                                      |                  
|Deferred real estate service revenues                    |                  
|Accounts payable and other liabilities                   |                  
|Income taxes payable                                     |                  
|                                                         |                  
|                                                         |                  
|                                                         |                  

7

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# Note D  Consolidated Statements of Retained Earnings

The
following table sets forth retained earnings for the periods indicated:

|                             | Nine months endedSeptember 30, |  |  
|---------------------------- | ------------------------------ |  | -
|
|Balance at beginning of year |                                |  | $
|Net income                   |                                |  |  
|Dividends to parent          |                                |  |  
|                             |                                |  |  
|Balance at end of period     |                                |  | $
|                             |                                |  |  

# Note E  Comprehensive Income

The
components of comprehensive income were as follows:

|                                                                                          | Nine months endedSeptember 30, |  | Three months endedSeptember 30, |      
|----------------------------------------------------------------------------------------- | ------------------------------ |  | ------------------------------- | -----
|
|Net income                                                                                |                                |  | $                               | 273.9
|Other comprehensive income (loss):                                                        |                                | 
|Change in net unrealized gains from investments        marked to fair value (net of tax)  |                                |  |                                 | 1.7  
|Foreign currency translation adjustments                                                  |                                |  |                                 | 20.0 
|Change in unrealized gains from derivatives
   
        marked to fair value (net of tax) |                                |  |                                 | 0.8  
|                                                                                          |                                |  |                                 |      
|Comprehensive income                                                                      |                                |  | $                               | 296.4
|                                                                                          |                                |  |                                 |      

# Note F  Subsequent Events

Pursuant
to a purchase agreement dated as of October 1, 2003, the Company sold its
property tax payment and reporting and flood hazard certification businesses
(the Businesses) to First American Real Estate Solutions LLC for
$400.0 million in cash. The Businesses substantially comprised all of the
Companys Real Estate Information Services segment. All of the proceeds
from the transaction were used to pay a dividend to Transamerica Corporation. As
a result of the sale, the Companys fourth-quarter results will include an
after-tax gain of approximately $371 million.

8

---

# Item 2. Managements Narrative Analysis of Results of Operations.

As
discussed in Note C of the Notes to Condensed Consolidated Financial Statements, on August
5, 2003 the Company announced that it had entered into an agreement with General Electric
Capital Corporation to sell most of the businesses that make up its Commercial Lending
segment (the Pending Sale). At September 30, 2003, the assets to be sold primarily consisted of a portfolio
of $8.3 billion of net finance receivables, including $2.7 billion of securitized finance
receivables, and $ 0.7 billion of other assets, including goodwill and other intangible
assets. In addition to the assets purchased, $1.1 billion of liabilities, primarily consisting
of accounts payable and other liabilities and third party debt, will be assumed.
As a result of the decision to sell these businesses, the related assets and liabilities
have been reclassified as assets and liabilities of discontinued operations and the
results of the operations have been reclassified as discontinued operations. Excluded from
the sale are $0.5 billion of assets, consisting of $0.4 billion of aircraft related net
finance receivables and equipment held for lease and $0.1 billion of other net finance
receivables, assets held for sale and other assets.

As
discussed in Note F of the Notes to Condensed Consolidated Financial Statements, on
October 1, 2003 the Company sold its property tax payment and reporting and flood hazard
certification businesses (the Businesses) to First American Real Estate
Solutions, LLC for $400.0 million in cash. These Businesses substantially comprised all of
the Companys Real Estate Information Services segment. As a result of the sale, the
Companys fourth-quarter results will include an after-tax gain of approximately $371
million.

As
a result of the sale of the Businesses and upon completion of the Pending Sale, the
Companys remaining operations will primarily consist of intermodal leasing and
aircraft financing. The following discussion relates to the results of the businesses to
be retained.

9

---

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

|                                                    | Nine months ended September 30,
|--------------------------------------------------- | -------------------------------
|
|
|Commercial lending                                  |                                
|Intermodal leasing                                  |                                
|Other(1)                                            |                                
|                                                    |                                
|                                                    |                                
|                                                    |                                
|Income from discontinued operations (net of tax)    |                                
|Cumulative effect of accounting change (net of tax) |                                
|                                                    |                                
|Net income                                          |                                
|                                                    |                                

|                                                    | Three months ended September 30,
|--------------------------------------------------- | --------------------------------
|
|
|Commercial lending                                  |                                 
|Intermodal leasing                                  |                                 
|Other(1)                                            |                                 
|                                                    |                                 
|                                                    |                                 
|                                                    |                                 
|Income from discontinued operations (net of tax)    |                                 
|Cumulative effect of accounting change (net of tax) |                                 
|                                                    |                                 
|Net income                                          |                                 
|                                                    |                                 

_________________(1)   Unallocated items including intercompany eliminations.

10

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# Commercial Lending

Losses
from continuing operations for the nine months and third quarter of 2003 decreased $0.2
million (2%) and $1.3 million (33%), respectively, from the comparable periods of 2002.

Revenues
for the nine months and third quarter 2003 decreased $26.2 million (47%) and $5.2 million
(36%) from the corresponding periods of 2002. The decreases were principally a result of a
decline in average net receivables outstanding and the sale and liquidation of finance
receivables in assets held for sale during 2002.

Expenses
for the nine months and third quarter of 2003 declined $23.1 million (34%) and $6.7
million (33%) from the comparable periods of 2002 primarily due to lower interest expense
resulting from lower borrowing rates and lower average debt levels related to the decline
in average net receivables outstanding including those in assets held for sale. Operating
expenses also declined due to lower costs associated with the liquidating receivables and
assets held for sale related to the declines in those assets. Lower expenses for the nine
months of 2003 were partially offset by impairment provisions of $6.7 million for certain
aircraft held for lease that were repossessed and reclassified as assets held for sale and
$8.9 million for the small business administration loan assets already classified as
assets held for sale. Results for the first nine months of 2002 included $4.8 million in
impairment provisions related to the small business administration loan assets. Lower
expenses for the third quarter of 2003 were partially offset by $4.3 million of impairment
provisions for the previously discussed aircraft.

Net
finance receivables outstanding at September 30, 2003 decreased $61.2 million (13%) from
December 31, 2002. Of this decrease, $23.8 million was due to the restructuring of an
aircraft finance receivable into two operating leases that resulted in a charge-off of
$2.2 million against the Companys $46.8 million aircraft reserve that was
established during the fourth quarter of 2002. During 2003, the Company has recorded
additional aircraft related charge-offs against this reserve totaling $1.8 million.
Management has established an allowance for losses on net finance receivables of $57.9
million (14.31% of net finance receivables outstanding) at September 30, 2003 compared
with $64.5 million (13.84% of net finance receivables outstanding) at December 31, 2002.

Delinquent
finance receivables are defined as the installment balance for inventory finance and
asset-based finance receivables over sixty days past due and the receivable balance for
all other receivables over sixty days past due. At September 30, 2003, delinquent finance
receivables of the retained businesses were $4.6 million (0.87% of finance receivables
outstanding) compared with $23.9 million (3.89% of finance receivables outstanding) at
December 31, 2002. The decline in delinquent receivables was primarily due to the aircraft
related restructuring discussed in the previous paragraph.

Non-earning
finance receivables are defined as balances from borrowers that are more than ninety days
delinquent for non-credit card finance receivables or at any time that full collectibility
of such receivables becomes doubtful. Non-earning finance receivables on revolving credit
card accounts are defined as balances from borrowers in bankruptcy and accounts for which
full collectibility is doubtful. At September 30, 2003, non-earning finance receivables of
the retained businesses were $48.0 million (9.18% of finance receivables outstanding)
compared with $46.6 million (7.60% of finance receivables outstanding) at December 31,
2002.

Assets
held for sale at September 30, 2003 totaled $28.5 million, net of a $22.5 million
valuation allowance, and primarily consisted of net finance receivables from the consumer
mortgage and small business administration loan businesses and other repossessed assets.
Assets held for sale at December 31, 2002 totaled $79.0 million, net of a $22.3 million
valuation allowance, and primarily consisted of net finance receivables from the consumer
mortgage and small business administration loan businesses and other repossessed assets.
Of the receivables held for sale at September 30, 2003, $8.3 million were delinquent and
$13.0 million were non-earning. At December 31, 2002, delinquent and non-earning net
finance receivables held for sale were $21.6 million and $23.4 million, respectively.

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# Intermodal Leasing

Income
from continuing operations for the nine months and third quarter of 2003 was $8.2 million
and $0.1 million, respectively, compared with losses of $3.1 million and $2.2 million for
the corresponding periods of 2002. Operating results for the first nine months of 2002
included a $6.6 million net tax benefit associated with a structured financing of certain
European trailer equipment. Excluding this item, income for the nine months and third
quarter of 2003 improved by $17.9 million and $2.3 million, respectively, primarily due to
the factors discussed below.

Revenues
for the nine months of 2003 increased $3.4 million (1%) compared to the first nine months
of 2002, while revenues for the third quarter of 2003 decreased $2.2 million (1%) from the
corresponding period of 2002. The increase for the nine months of 2003 was primarily due
to higher European trailer revenues resulting from a weaker dollar foreign exchange rate.
The decrease for the third quarter of 2003 was principally due to a decline in per diem
rates for maritime containers, partially offset by an increase in the number of maritime
containers on hire.

Expenses
for the nine months and third quarter of 2003 decreased $23.8 million (7%) and $7.9
million (7%), respectively, from the corresponding periods of 2002. The decreases were
primarily attributable to lower storage and positioning costs related to increased
utilization of maritime containers and lower ownership costs resulting from a smaller
maritime container fleet. In addition, valuation provisions were recorded on certain
European trailers in 2002 that were not required in 2003. These decreases were partially
offset by higher European trailer expenses resulting from a weaker dollar foreign exchange
rate.

Maritime
container utilization averaged 87% for both the nine months and third quarter of 2003,
respectively, and 78% and 81% for the first nine months and third quarter of 2002,
respectively. European trailer utilization was 88% for the first nine months and third
quarters of both 2003 and 2002.

# Other

Losses
for the nine months of 2003 were $1.7 million compared with losses of $12.0 million for the
comparable period of 2002. Income for the third quarter of 2003 was $3.4 million compared
with losses of $10.9 million for the third quarter of 2002. Results for the first nine
months and third quarter of 2002 included a $3.3 million after tax charge relating to a
tentative settlement of litigation in connection with a former business of the Company
that was disposed of during 1999. Results for these periods also included after tax
charges of $4.9 million and $5.4 million, respectively, relating to changes in the fair
value of the Companys only debt derivative that did not qualify as a hedge under
FASB Statement No. 133, Accounting for Derivative Instruments and Hedging
Activities (FAS No. 133). This compares with after tax gains related to
changes in the fair value of this derivative of $3.3 million and $5.9 million,
respectively, for the corresponding periods of 2003. During the third quarter of 2003, the
Company paid $6.5 million to terminate this derivative.

# Derivatives

The
Company uses derivative financial instruments to hedge some of its interest rate and
foreign currency exchange rate risk. The Company primarily uses interest rate exchange agreements to
hedge the interest rate risk of its outstanding indebtedness. The interest rate exchange
agreements are intended to help the Company more closely match the cash flow received from
its assets to the payments on its liabilities, and generally provide that one party pays
interest at a floating rate in relation to movements in an underlying index while the
other party pays interest at a fixed rate. The Company primarily uses foreign currency forward
exchange agreements to hedge the risks associated with the funding of certain of
its foreign operations. Under these agreements, the Company agrees to sell to other
contracting parties a specified amount of foreign currency for a specified amount of
dollars at a future date. Derivatives are used only for the purpose of hedging such risks,
not for speculation.

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The
notional amounts of the Companys debt derivative financial instruments were $0.6
billion at September 30, 2003 and $0.7 billion at December 31, 2002. Of these derivatives,
$0.6 billion at September 30, 2003 and $0.5 billion at December 31, 2002 qualified under
FAS No. 133 for hedge accounting treatment. The hedging relationships of the
Companys fair value and cash flow hedges qualified under FAS No. 133 for the
short cut method and therefore no ineffective cash flow gains or losses were
recognized.

The
fair value of the Companys hedges at September 30, 2003 consisted of gross
obligations to counterparties of $9.1 million and gross benefits of $5.9 million,
resulting in a net obligation of $3.2 million. The fair value of the Companys hedges
at December 31, 2002 consisted of gross obligations to counterparties of $20.1 million and
gross benefits of $11.8 million, resulting in a net obligation of $8.3 million.

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

The
statements contained in this report, which are not historical facts, are forward-looking
statements. When included in this report, the words expects,
intends, anticipates, estimates, and analogous
expressions are intended to identify forward-looking statements. Such statements
inherently are subject to a variety of risks and uncertainties that could cause actual
results to differ materially from those projected. Such risks and uncertainties include,
among others:

| |  | general
economic and business conditions
|- |  | ----------------------------------------

| |  | competition
|- |  | -----------

| |  | changes
in financial markets (credit, currency, commodities and stocks)
|- |  | -----------------------------------------------------------------------

| |  | changes
in foreign, political, social and economic conditions
|- |  | -------------------------------------------------------------

| |  | regulatory
initiatives and compliance with governmental regulations, judicial decisions and rulings
|- |  | ---------------------------------------------------------------------------------------------------

| |  | various
other matters, many of which are beyond the Companys control
|- |  | ---------------------------------------------------------------------

These
forward-looking statements speak only as of the date of this report. The Company expressly
disclaims any obligation or undertaking to release publicly any updates or revisions to
any forward-looking statement contained herein to reflect any change in the Companys
expectations with regard thereto or any change in events, conditions or circumstances on
which any statement is based.

# Item 3.   Quantitative and Qualitative Disclosures About Market Risk.

Omitted
in accordance with General Instruction H.

# Item 4.   Controls and Procedures.

As
of a date (the Evaluation Date) within ninety days prior to this report, the
Company carried out an evaluation, under the supervision and with the participation of
management, including its Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the Companys disclosure controls and
procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that as of the Evaluation Date the Companys disclosure controls
and procedures were effective to timely alert them to material information required to be
included in the Companys Exchange Act filings. Subsequent to the Evaluation Date,
there were no significant changes in the Companys internal controls or in other
factors that could significantly affect these controls.

13

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# PART II  OTHER INFORMATION

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

(a)    Exhibits:

| | 2.1 | Stock
and Asset Purchase Agreement dated as of August 4, 2003, among Transamerica Finance
Corporation, Transamerica Commercial Finance Corporation, I, Transamerica Commercial
Holdings Limited, Transamerica Leasing Inc., Transamerica GmbH, Inc., BWAC Twenty-One,
Inc., AEGON U.S. Corporation and General Electric Capital Corporation.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 12 | Computation of Ratio of Earnings to Fixed Charges.
| | -- | --------------------------------------------------

| | 31.1 | Certifications.
| | ---- | ---------------

| | 31.2 | Certifications.
| | ---- | ---------------

| | 32 | Certification of Quarterly Report Pursuant to Section 906 ofthe Sarbanes-Oxley Act of 2002.
| | -- | -------------------------------------------------------------------------------------------

(b)    Reports on Form 8-K:

A
current report on Form 8-K was filed with the Securities and Exchange Commission on August 5, 2003 with respect to a press release issued by the Companys indirect parent,
AEGON N.V., on August 5, 2003 announcing it had reached an agreement to sell most of the
Companys Commercial Lending business to GE Commercial Finance.

A
current report on Form 8-K was filed with the Securities and Exchange Commission on
September 9, 2003 with respect to a press release issued by the Company on September 4,
2003 announcing its intent to sell its property tax payment and reporting and flood hazard
certification businesses to The First American Corporation.

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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.

|                 |  | TRANSAMERICA FINANCE CORPORATION(Registrant)                                                        
|---------------- |  | ----------------------------------------------------------------------------------------------------
|November 7, 2003 |  | /s/   ROSARIO A. PERRELLI                                                                           
|                 |  |                                                                                                     
|Date             |  | (Rosario A. Perrelli)Executive Vice President and Chief Financial OfficerPrincipal Financial Officer
|November 7, 2003 |  | /s/   THOMAS G. BASTIAN                                                                             
|                 |  |                                                                                                     
|Date             |  | (Thomas G. Bastian)Senior Vice President and ControllerPrincipal Accounting Officer                 

15

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