SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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

For the Quarterly Period Ended September 30, 2002

Commission File Number 1-6798

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

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

9399 West Higgins RoadRosemont, Illinois 60018
(Address of principal executive offices) (Zip Code)

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

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

Number of
shares of Common Stock, $10 par value, outstanding as of close of business on November 6,
2002: 1,464,285.

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



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TABLE OF CONTENTS

| |  |  | Page
| |  |  | ----

PART I  FINANCIAL INFORMATION

|Item 1 | Condensed Consolidated Balance Sheets
September 30, 2002 and December 31, 2001 | 1
|------ | ------------------------------------------------------------------------------ | -

| |  | Condensed Consolidated Statements of Income
Nine and Three Months Ended September 30, 2002 and 2001 | 2
| |  | --------------------------------------------------------------------------------------------------- | -

| |  | Condensed Consolidated Statements of Cash Flows
Nine and Three Months Ended September 30, 2002 and 2001 | 3
| |  | ------------------------------------------------------------------------------------------------------- | -

| |  | Notes to Condensed Consolidated Financial
Statements | 4
| |  | ---------------------------------------------------- | -

|Item 2 | Managements
Narrative Analysis of Results of Operations | 7
|------ | -------------------------------------------------------- | -

|Item 3 | Quantitative and
Qualitative Disclosures About Market Risk | 12
|------ | ---------------------------------------------------------- | --

|Item 4 | Controls and
Procedures | 12
|------ | ----------------------- | --

PART II  OTHER INFORMATION

|Item 6 | Exhibits
and Reports on Form 8-K | 13
|------ | -------------------------------- | --

| |  | Signatures | 14
| |  | ---------- | --

| |  | Certifications | 15
| |  | -------------- | --



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PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

TRANSAMERICA FINANCE CORPORATIONCONDENSED
CONSOLIDATED BALANCE SHEETS(Dollar amounts in millions)

|                                                              
|--------------------------------------------------------------
|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 $1,385.1 in 2002 and $1,305.7 in 2001):                    
|Land, buildings and equipment                                 
|Equipment held for lease                                      
|Investments (cost of $77.7 in 2002 and $68.3 in 2001)         
|Goodwill                                                      
|Intangible assets (net of accumulated amortization of $50.5 in
|2002 and $44.2 in 2001)                                       
|Assets held for sale                                          
|Other assets                                                  
|                                                              
|                                                              
|                                                              
|LIABILITIES AND STOCKHOLDERS EQUITY                          
|Debt:                                                         
|Unsubordinated                                                
|Subordinated                                                  
|Due to AEGON affiliates                                       
|                                                              
|Total debt                                                    
|Deferred real estate service revenues                         
|Accounts payable and other liabilities                        
|Income taxes payable                                          
|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 loss                          
|                                                              
|Total stockholders equity                                    
|                                                              
|                                                              
|                                                              

See notes to condensed consolidated financial
statements

1

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

|                                                             
|-------------------------------------------------------------
|2002                                                         
|REVENUES                                                     
|Finance charges                                              
|Leasing revenues                                             
|Real estate service revenues                                 
|Other revenues                                               
|                                                             
|Total revenues                                               
|                                                             
|EXPENSES                                                     
|Interest and debt expense                                    
|Depreciation on equipment held for lease                     
|Salaries and other operating expenses                        
|Provision for losses on receivables                          
|                                                             
|Total expenses                                               
|Income from continuing operations before income taxes        
|Income tax expense                                           
|                                                             
|Income from continuing operations                            
|Income (loss) from discontinued operations (net of income tax
|benefit of $3.3 and $0.0 in 2002, and $1.4 and $0.6 in 2001) 
|                                                             
|Income before cumulative effects of accounting changes       
|Cumulative effects of accounting changes (net of income tax  
|expense (benefit) of ($2.6) in 2002 and $4.1 in 2001)        
|                                                             
|Net income                                                   
|                                                             

See notes to condensed consolidated financial
statements

2

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

|                                                           
|-----------------------------------------------------------
|2002                                                       
|OPERATING ACTIVITIES                                       
|Net income                                                 
|Adjustments to reconcile net income to net cash provided by
|operating activities:                                      
|Cumulative effects of accounting changes                   
|Depreciation and amortization                              
|Provision for losses on receivables                        
|Change in accounts payable and other liabilities           
|Change in income taxes payable                             
|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 certain assets held for sale        
|Other                                                      
|                                                           
|Net cash provided by investing activities                  
|                                                           
|FINANCING ACTIVITIES                                       
|Proceeds from debt financing                               
|Repayments of debt                                         
|Proceeds from debt financing with AEGON affiliates         
|Capital contributions from parent company                  
|Dividends to parent                                        
|Return of capital                                          
|                                                           
|Net cash used in financing activities                      
|                                                           
|Increase (decrease) in cash and cash equivalents           
|Cash and cash equivalents at beginning of year             
|                                                           
|Cash and cash equivalents at end of period                 
|                                                           

See notes to condensed consolidated financial
statements

3

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TRANSAMERICA FINANCE CORPORATIONNOTES 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, 2002 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2002. For further
information, refer to the consolidated financial statements and footnotes set forth in
the Companys Form 10-K for the year ended December 31, 2001. Certain
reclassifications have been made to the 2001 condensed consolidated financial statements
to conform to the 2002 classifications.

Note BImpact of Recently Issued Accounting Standards

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

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

The
Companys net income adjusted to exclude goodwill amortization, net of tax, was as
follows:

|                               
|-------------------------------
|2001                           
|                               
|Reported net income            
|Add back: goodwill amortization
|                               
|Adjusted net income            
|                               

4

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In
September of 2001, the FASB issued Statement No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets (FAS No. 144), that is applicable to financial
statements issued for fiscal years beginning after December 15, 2001. This statement
superseded FASB Statement No. 121, Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed Of, and significantly changed the criteria that have
to be met in order to classify an asset as held for sale. The new rules also superseded
the provisions of Accounting Principles Board Opinion 30, Reporting the Results of
Operations  Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions (APB 30),
with regard to reporting the effects of a disposal of a segment or a component of a
business, requiring expected future operating losses from discontinued operations to be
reported in discontinued operations in the period(s) in which the losses are incurred,
rather than as of the measurement date as required by APB 30. The Company adopted FAS No.
144 as of January 1, 2002 without any impact on the Companys financial position or
the results of its operations. With respect to the Companys assets held for sale in
its commercial lending operation, the Company will continue to account for these assets
under the provisions of APB 30 as prescribed under FAS No. 144.

Note CDiscontinued Operations

During
the first quarter of 2002, the Company determined that its ninety-five percent ownership
interest in TerraPoint, LLC (TerraPoint) did not fit its long term strategy.
As a result of this determination, the Company reclassified the net assets of TerraPoint,
consisting of $11.5 million of accounts receivable and fixed assets, as assets held for
sale. In the second quarter of 2002, the Company completed the sale of its interest in
TerraPoint, which resulted in a loss of $8.1 million ($5.3 million after tax). The
condensed consolidated statements of income have been restated to reflect the results of
operations of TerraPoint as a discontinued operation. TerraPoint was part of the Companys
Real Estate Information Services segment. Net revenues for TerraPoint for the nine months
and third quarter of 2002 were $3.0 million and $0.0 million, respectively, and $1.8
million and $0.5 million for the comparable periods of 2001.

Note DConsolidated Statements of Retained Earnings

|                            
|----------------------------
|2002                        
|                            
|Balance at beginning of year
|Net income                  
|Dividends to parent         
|                            
|Balance at end of period    
|                            

5

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Note E  Comprehensive Income

The
components of comprehensive income were as follows:

|                                                      
|------------------------------------------------------
|2002                                                  
|                                                      
|Net income                                            
|Other comprehensive income (loss):                    
|Change in net unrealized gains from investments marked
|to fair value (net of tax)                            
|Foreign currency translation adjustments              
|Change in unrealized gains from derivatives marked to 
|fair value (net of tax)                               
|Cumulative effect of accounting change (net of tax)   
|                                                      
|Comprehensive income                                  
|                                                      

6

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

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

|                                                     
|-----------------------------------------------------
|Revenues                                             
|2002                                                 
|                                                     
|Commercial lending                                   
|Intermodal leasing                                   
|Real estate information services                     
|Other(1)                                             
|                                                     
|                                                     
|                                                     
|Amortization of goodwill (net of tax)                
|                                                     
|Income from continuing operations                    
|Loss from discontinued operations (net of tax)       
|                                                     
|Income before cumulative effects of                  
|accounting changes                                   
|Cumulative effects of accounting changes (net of tax)
|                                                     
|Net income                                           
|                                                     

|                                                       
|-------------------------------------------------------
|Revenues                                               
|2002                                                   
|                                                       
|Commercial lending                                     
|Intermodal leasing                                     
|Real estate information services                       
|Other(1)                                               
|                                                       
|                                                       
|                                                       
|Amortization of goodwill (net of tax)                  
|                                                       
|Income from continuing operations                      
|Income (loss) from discontinued operations (net of tax)
|                                                       
|Net income                                             
|                                                       

(1) Unallocated items including intercompany eliminations.

7

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Commercial Lending

Income
from operations for the nine months and third quarter of 2002 was $91.9 million and $26.4
million, respectively, compared with income of $69.1 million and $24.7 million for the
corresponding periods of 2001. During the nine months and third quarter of 2002, the
commercial lending operation sold $31.4 million and $7.8 million, respectively, of small
business administration loan net finance receivables and $242.0 million and $48.5 million
of retail finance net finance receivables at their net carrying values. During the first
nine months and third quarter of 2001, the commercial lending operation sold
approximately $770 million and $320 million, respectively, of retail finance net finance
receivables, which resulted in after tax gains of $7.7 million and $0.7 million,
respectively. Additionally, during the first nine months of 2001, the operation recorded
an after tax gain of $1.2 million from the sale of certain assets of the insurance
premium finance business. In connection with the insurance premium finance asset sale, a
decision was made to liquidate the remaining insurance premium finance net finance
receivables and reclassify the net carrying value of those receivables from assets held
for sale to net finance receivables. Operating results for the first nine months of 2001
also included $3.2 million in after tax gains resulting from the sale of a portion of
stock received from the exercise of stock warrants. Excluding the above items, income
from operations for the nine months and third quarter of 2002 increased $34.9 million
(61%) and $2.4 million (10%), respectively, from the comparable prior year periods.
Operating results for the nine months and third quarter ended September 30, 2002
benefited from lower operating expenses and lower provisions for losses. These reductions
in costs more than offset declining finance margins for the comparable periods. The
declines in finance margins were principally attributable to lower average net finance
receivables outstanding which was primarily due to continued reductions in the
liquidating and assets held for sale portfolios and an overall reduction in customer
utilization of available credit lines.

Revenues
for the nine months and third quarter of 2002 decreased $231.4 million (28%) and $54.8
million (23%), respectively, from the corresponding periods of 2001. The decreases were
principally a result of the decline in average net finance receivables outstanding and
the sale and liquidation of net finance receivables in assets held for sale.

Interest
expense decreased $149.0 million (50%) and $37.9 million (47%), respectively, for the
nine months and third quarter of 2002 from the comparable periods of 2001. The decreases
were primarily due to lower borrowing rates. Operating expenses for the nine months and
third quarter of 2002 decreased $97.1 million (31%) and $19.2 million (20%),
respectively, relative to the corresponding periods of 2001. The decreases were primarily
due to lower costs associated with the lower levels of liquidating receivables and assets
held for sale. The provision for losses on finance receivables for the nine months and
third quarter of 2002 decreased $24.1 million (24%) and $0.7 million (3%), respectively,
from corresponding periods of 2001, principally as a result of lower credit losses on
technology loans and leases. Net annualized credit losses as a percentage of average net
finance receivables outstanding were 1.44% for the nine months and 1.92% for the third
quarter of 2002 compared with 1.84% and 1.94% for the corresponding periods of 2001.

Net
finance receivables outstanding at September 30, 2002 decreased $961.6 million (14%) from
December 31, 2001 principally as a result of a slowdown in the economy, which led to a
reduction in customer utilization of available credit lines. Management has established
an allowance for losses on net finance receivables of $140.1 million (2.29% of net
finance receivables outstanding) at September 30, 2002 compared with $136.8 million
(1.94% of net finance receivables outstanding) at December 31, 2001. The increase from
December 31, 2001 in the allowance as a percentage of net finance receivables outstanding
was primarily due to the retention of reserves on certain non-earning accounts whose
ultimate resolution is pending and the maintenance of a stable reserve on the liquidating
portfolio. Also, as a result of the slowdown in the economy and the financial
difficulties of certain of the Companys customers, management is closely monitoring
its transportation industry finance receivables, particularly those related to the
airline industry, for possible impairment.

Delinquent
finance receivables are defined as the installment balance for inventory finance and
asset-based lending finance receivables more than 60 days past due and the receivable
balance for all other finance receivables more than 60 days past due. At September 30,
2002, delinquent receivables were $100.2 million (1.50% of finance receivables
outstanding) compared with $132.1 million (1.70% of finance receivables outstanding) at
December 31, 2001.

8

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Non-earning
finance receivables are defined as balances from borrowers that are more than 90 days
delinquent for non-credit card finance receivables or at such time as full collectibility
becomes doubtful. Non-earning finance receivables on revolving credit card accounts
included in retail finance are defined as balances from borrowers in bankruptcy and
accounts for which full collectibility is doubtful. Non-earning finance receivables were
$185.7 million (2.77% of finance receivables outstanding) at September 30, 2002 compared
with $238.2 million (3.06% of finance receivables outstanding) at December 31, 2001. The
decline was primarily the result of resolutions of certain accounts through a combination
of collections and charge-offs, particularly related to technology loans and leases.

Assets
held for sale at September 30, 2002 totaled $54.0 million, net of a $29.3 million
valuation allowance, and consisted of consumer mortgage and small business administration
net finance receivables and other repossessed assets. The balance of the Companys
retail net finance receivables were disposed of during the third quarter of 2002. Assets
held for sale at December 31, 2001 totaled $278.6 million, net of a $113.1 million
valuation allowance. At September 30, 2002, delinquent and non-earning net finance
receivables of these businesses were $25.4 million and $36.5 million, respectively,
compared with $51.5 million and $54.5 million, respectively, at December 31, 2001.

Intermodal Leasing

Losses
from operations for the nine months and third quarter of 2002 were $3.1 million and $2.2
million, respectively, compared with losses of $16.0 million and $4.7 million for the
corresponding periods of 2001. Operating results for the nine months of 2002 included a
$6.6 million net tax benefit associated with a structured financing of certain European
trailer equipment. Operating results for the first nine months of 2001 were favorably
impacted by a $2.4 million after tax gain resulting from the termination of certain
forward exchange contracts. Excluding these items, operating results for the nine months
and third quarter of 2002 improved by $8.7 million and $2.5 million, respectively,
primarily due to the factors discussed below.

Revenues
for the nine months and third quarter of 2002 decreased $27.3 million (8%) and $2.6
million (2%), respectively, from the corresponding periods of 2001. The decreases were
primarily due to declines in per diem rates for maritime containers and fewer European
trailers on-hire, partially offset by more maritime containers on-hire.

Expenses
for the nine months and third quarter of 2002 decreased $31.8 million (9%) and $4.3
million (4%), respectively, from the corresponding periods of 2001. The decreases were
primarily attributable to lower ownership costs resulting principally from lower
borrowing rates and a smaller fleet size. Contributing to the decline for the nine months
of 2002 were decreases in fleet operating costs primarily related to increased
utilization of maritime containers, partially offset by valuation provisions recorded on
certain European trailers and maritime containers reclassified to assets held for sale.

Marine
container utilization averaged 78% and 81% for the nine months and third quarter of 2002,
respectively, and 74% and 73% for the corresponding periods of 2001. European trailer
utilization was 88% for the nine months and third quarter of 2002 and 2001.

Real Estate Information Services

Real
estate information services income from operations for the nine months and third quarter
of 2002 was $27.1 million and $10.7 million, respectively, compared with $32.0 million
and $7.7 million for the same periods of 2001. Income from operations for the first nine
months of 2001 included a $13.0 million after tax gain, recorded in the second quarter,
from the reversal of a current state tax liability accrued, but never incurred, while
operating as a division of Transamerica Corporation. Excluding this item, income from
operations for the nine months and third quarter of 2002 increased $8.1 million (43%) and
$3.0 million (42%) from the comparable periods of 2001, primarily due to the factors
discussed below.

9

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Revenues
for the nine months and third quarter of 2002 increased $8.7 million (5%) and $3.7
million (6%), respectively, compared with the same periods of 2001. The increases were
primarily due to higher levels of mortgage refinancing activity, which led to higher
flood certification and property tax monitoring service fees.

Operating
expenses for the nine months and third quarter of 2002 decreased $4.9 million (4%) and
$1.6 million (4%), respectively, compared with the same periods of 2001, primarily due to
cost control and quality improvement initiatives.

In
the first quarter of 2002, as discussed in Note C of Notes to Condensed Consolidated
Financial Statements, the Company determined that its ninety-five percent ownership
interest in TerraPoint no longer fit its long term strategy and reclassified the net
assets of TerraPoint as assets held for sale. In accordance with FAS No. 144, the results
of operations of TerraPoint were reclassified as discontinued operations. In the second
quarter of 2002, the Company completed the sale of its interest in TerraPoint, which
resulted in a loss of $8.1 million ($5.3 million after tax).

Other

Losses
for the nine months and third quarter of 2002 were $14.5 million and $11.6 million,
respectively, compared with income of $0.6 million and losses of $4.2 million, for the
corresponding periods of 2001. Results for the 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 the nine months and third quarter of 2002 also included after tax charges of
$4.9 million and $5.4 million, respectively, relating to the fair value of debt
derivatives that did not qualify as hedges under FASB Statement No. 133, Accounting for
Derivative Instruments and Hedging Activities (FAS No. 133). This compares
with after tax charges of $1.7 million and $1.5 million, respectively, for the
corresponding periods of 2001. Results for the first nine months of 2001 also included a
gain of $9.8 million after tax, resulting from a tax reversal in the second quarter of
2001 of a deferred state income tax liability that was no longer required. The tax
reversal in 2001 was the result of a revaluation of the current consolidated state income
tax position of the Company as a result of AEGONs acquisition of Transamerica
Corporation and the relocation and reorganization of the Company. Excluding the above
items, results for the nine months and third quarter 2002 improved by $1.2 million (16%)
and decreased by $0.2 million (7%), respectively, from the comparable prior year periods.

Derivatives

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

The
notional amounts of the Companys debt derivative financial instruments were $0.5
billion at September 30, 2002 and $1.7 billion at December 31, 2001. Of these
derivatives, $0.3 billion at September 30, 2002 and $1.3 billion at December 31, 2001
qualified under FAS No. 133 for hedge accounting treatment. The hedging relationships of
the Companys fair value and cash flow hedges qualified under FAS No. 133 for the
short cut method and therefore no ineffective cash flow gains or losses were
recognized.

The
fair values of the Companys debt derivatives at September 30, 2002 and December 31,
2001 were net obligations of $6.4 million and net benefits of $5.4 million, respectively.
At September 30, 2002 and December 31, 2001, these debt derivatives contained aggregate
gross obligations of $17.4 million and $11.9 million, respectively, and aggregate gross
benefits of $11.0 million and $17.3 million.

10

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Impact of Adopting New Accounting Standard

In
June of 2001, the FASB issued Statement No. 142, Goodwill and Other Intangible Assets (FAS
No. 142). This statement significantly changed the accounting for goodwill and
intangible assets. Under FAS No. 142, goodwill and intangible assets deemed to have
indefinite lives are no longer amortized but are subject to an annual fair value
impairment test. Other intangible assets continue to be amortized over their useful
lives. The Company adopted FAS No. 142 as of January 1, 2002. Application of the
amortization provisions of the statement relating to existing goodwill will result in a
reduction in expenses of approximately $15 million for 2002.

In
the first quarter of 2002, pursuant to FAS No. 142, the Company completed its assessment
of its previously recognized intangible assets and goodwill. Based on the results of this
assessment, the Company reclassified $1.4 million of intangible assets as goodwill. In
accordance with the transition provisions of FAS No. 142, the Company assigned all of its
goodwill and intangible assets to its applicable reporting units, and completed the
required transitional goodwill impairment test. The Company completed step one of the
impairment test by using a discounted cash flow model to estimate the current fair values
of its reporting units. These estimated fair values were then compared with their
carrying values, revealing potential goodwill impairments in the Companys
intermodal leasing operation and in a reporting unit in the commercial lending operation.
As a result of the identification of these potential impairments the Company was required
to perform step two of the impairment test. Step two required the Company to compare the
carrying value of the goodwill in these reporting units with the value of the goodwill
implied by the fair value estimations. In both instances the implied fair values of the
goodwill of these reporting units were found to be less than their carrying values and
impairment losses were recognized for the differences. The Company recognized after tax
impairment losses of $35.4 million and $8.0 million on the goodwill of the intermodal
leasing operation and a reporting unit in the commercial lending operation, respectively.
These losses were recorded as the cumulative effect of a change in accounting principle
in the first quarter of 2002. The Company previously evaluated goodwill for impairment by
comparing the unamortized balance of its goodwill to projected undiscounted cash flows.
Under this methodology the Company did not have any goodwill impairment.

In
June of 2002, the FASB issued Statement No. 146, Accounting for Costs Associated with
Exit or Disposal Activities, (FAS No. 146). This statement addresses the
financial accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issue Task Force (EITF) Issue No. 94-3, Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring). FAS No. 146 is effective for
exit or disposal activities initiated after December 31, 2002, with earlier application
encouraged. The Company expects to adopt this statement as of January 1, 2003.

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

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

11

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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 90 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.

12

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PART II  OTHER INFORMATION

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

|(a) | Exhibits:
|--- | ---------

| | 10.1 | GUARANTEE,
by AEGON N. V., a Netherlands based corporation, dated as of August 1, 2000, of all
United States Commercial Paper Notes issued by Transamerica Finance Corporation from
August 1, 2000 until December 31, 2000, incorporated by reference herein from Exhibit
99.1 of Report on Form 8-K dated August 1, 2000.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.8 | Amendment
No. 4, dated as of June 14, 2002, to GUARANTEE, dated as of August 1, 2000, of all United
States Commercial Paper Notes issued by Transamerica Finance Corporation, incorporated by
reference herein from Exhibit 10.8 of Report on Form 10-Q dated August 8, 2002.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.9 | GUARANTEE,
by AEGON N. V., a Netherlands based corporation, dated as of June 14, 2002, of all
Canadian Commercial Paper Notes issued by Transamerica Finance Corporation from August 1,
2000 until December 31, 2002, incorporated by reference herein from Exhibit 10.9 of
Report on Form 10-Q dated August 8, 2002.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | 99.2 | Certification
of Quarterly Report Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
| | ---- | --------------------------------------------------------------------------------------------

|(b) | Reports
on Form 8-K:
|--- | --------------------

| | None.
| | -----

13

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SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

| |  |  | TRANSAMERICA FINANCE CORPORATION |  | 
| |  |  | -------------------------------- |  | 
| |  |  | (Registrant)                     |  | 

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed
below on November 7, 2002 by the following persons on behalf of the Registrant and in the
capacities indicated.

|Signature                     | Title
|----------------------------- | -----
|                              |      
|Principal Financial Officer:  |      
|                              |      
|/s/ ROSARIO A. PERRELLI       |      
|                              |      
|(Rosario A. Perrelli)         |      
|                              |      
|Principal Accounting Officer: |      
|                              |      
|/s/ THOMAS G. BASTIAN         |      
|                              |      
|(Thomas G. Bastian)           |      

Date:    November 7, 2002

14

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CERTIFICATIONS

| |  | I, ROBERT A. WATSON, certify that:
| |  | ----------------------------------

|1) | I
have reviewed this quarterly report on Form 10-Q of Transamerica Finance Corporation;
|-- | ---------------------------------------------------------------------------------------

|2) | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3) | Based on my knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this quarterly report;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4) | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | designed
such disclosure controls and procedures to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this quarterly report is
being prepared;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | evaluated
the effectiveness of the registrants disclosure controls and procedures as of a
date within 90 days prior to the filing date of this quarterly report (the Evaluation
Date); and
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | presented
in this quarterly report our conclusions about the effectiveness of the disclosure
controls and procedures based on our evaluation as of the Evaluation Date;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5) | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | all
significant deficiencies in the design or operation of internal controls which could
adversely affect the registrants ability to record, process, summarize and report
financial data and have identified for the registrants auditors any material
weaknesses in internal controls, and
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | any
fraud, whether or not material, that involves management or other employees who have a
significant role in the registrants internal controls; and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------

|6) | The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | /s/ ROBERT A. WATSON |  | Chairman and Chief Executive Officer | 
| |  | -------------------- |  | ------------------------------------ | 
| |  |                      | 
| |  | (Robert A. Watson)   |  |                                      | 

Date:    November 7, 2002

15

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| |  | I, ROSARIO A. PERRELLI, certify that:
| |  | -------------------------------------

|1) | I
have reviewed this quarterly report on Form 10-Q of Transamerica Finance Corporation;
|-- | ---------------------------------------------------------------------------------------

|2) | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3) | Based on my knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this quarterly report;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4) | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | designed
such disclosure controls and procedures to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this quarterly report is
being prepared;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | evaluated
the effectiveness of the registrants disclosure controls and procedures as of a
date within 90 days prior to the filing date of this quarterly report (the Evaluation
Date); and
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | presented
in this quarterly report our conclusions about the effectiveness of the disclosure
controls and procedures based on our evaluation as of the Evaluation Date;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5) | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | all
significant deficiencies in the design or operation of internal controls which could
adversely affect the registrants ability to record, process, summarize and report
financial data and have identified for the registrants auditors any material
weaknesses in internal controls, and
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | any
fraud, whether or not material, that involves management or other employees who have a
significant role in the registrants internal controls; and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------

|6) | The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | /s/ ROSARIO A. PERRELLI |  | Executive Vice President and Chief Financial Officer | 
| |  | ----------------------- |  | ---------------------------------------------------- | 
| |  |                         | 
| |  | (Rosario A. Perrelli)   |  |                                                      | 

Date:    November 7, 2002

16

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