|SECURITIES AND EXCHANGE
COMMISSION


Washington, D.C. 20549


     _________________


FORM 10-Q


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


For the Quarterly
Period Ended June 30, 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. Yes  |X|    No  |_|


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


Number
of shares of Common Stock, $10 par value, outstanding as of close of business on August 7,
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.
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|                                                                                                                     | Page
|-------------------------------------------------------------------------------------------------------------------- | ----
|PART
      I - FINANCIAL INFORMATION                                                                                 |     
|                                                                                                                     |     
|Item 1 Condensed
      Consolidated Balance Sheets                                                                   |     
|June
      30, 2003 and December 31, 2002                                                                            |     
|                                                                                                                     |     
|Condensed
      Consolidated Statements of Income            Six and Three
      Months Ended June 30, 2003 and 2002 |     
|                                                                                                                     |     
|Condensed
      Consolidated Statements of Cash Flows                                                                |     
|Six
      Months Ended June 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) June 30,
2003
     December 31,
2002ASSETSCash and cash equivalents
     $44.0
        
     $65.1Finance receivables
     6,528.5
        
     6,748.9Less unearned finance charges
     522.2
        
     561.1Net finance receivables
     6,006.3
        
     6,187.8Less allowance for losses
     164.7
        
     181.35,841.6
        
     6,006.5Property and equipment (net of accumulated depreciation of$1,402.3 for 2003 and $1,356.2 for 2002):Land, buildings and equipment
     36.4
        
     46.5Equipment held for lease
     1,553.1
        
     1,625.5Investments (cost of $68.3 for 2003 and $74.5 for 2002)
     72.9
        
     77.7Goodwill
     263.4
        
     262.1Other intangible assets (net of accumulated amortization of $59.6for 2003 and $53.2 for 2002)
     93.6
        
     98.2Assets held for sale
     56.7
        
     105.4Other assets
     441.4
        
     569.7$8,403.1
        
     $8,856.7LIABILITIES AND STOCKHOLDER'S EQUITYDebt:Unsubordinated
     $2,999.6
        
     $3,553.7Subordinated
     18.5
        
     53.5Due to AEGON
     2,580.1
        
     2,468.8Total debt
     5,598.2
        
     6,076.0Deferred real estate service revenues
     266.4
        
     298.9Accounts payable and other liabilities
     998.2
        
     934.5Income taxes payable
     460.8
        
     402.8Stockholder's equity:Preferred stockauthorized, 250,000 shares without par value;none issued
     
        
     Common stockauthorized, 2,500,000 shares of $10 par value;issued and outstanding, 1,464,285 shares
     14.6
        
     14.6Additional paid-in capital
     1,023.5
        
     1,061.8Retained earnings
     29.0
        
     70.8Accumulated other comprehensive income (loss)
     12.4
        
     (2.7
        )Total stockholder's equity
     1,079.5
        
     1,144.5$8,403.1
        
     $8,856.7 See notes to condensed consolidated
financial statements 1


TRANSAMERICA FINANCE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollar amounts in millions) Six months ended
June 30,
     Three months ended
June 30,2003
     2002
     2003
     2002REVENUESFinance charges
     $303.2
        
     $331.0
        
     $154.4
        
     $164.2Leasing revenues
     207.6
        
     204.9
        
     103.2
        
     103.3Real estate service revenues
     188.0
        
     116.4
        
     121.1
        
     57.1Other revenues
     80.6
        
     66.3
        
     47.5
        
     35.0Total revenues
     779.4
        
     718.6
        
     426.2
        
     359.6EXPENSESInterest and debt expense
     97.0
        
     129.4
        
     51.3
        
     64.4Depreciation on equipment held for lease
     100.4
        
     105.5
        
     50.1
        
     52.7Salaries and other operating expenses
     298.5
        
     320.5
        
     143.0
        
     158.1Provision for losses on receivables
     2.7
        
     51.3
        
     (1.5
        )
     29.0Total expenses
     498.6
        
     606.7
        
     242.9
        
     304.2Income from continuing operations before income taxes
     280.8
        
     111.9
        
     183.3
        
     55.4Income tax expense
     70.8
        
     32.7
        
     66.4
        
     19.9Income from continuing operations
     210.0
        
     79.2
        
     116.9
        
     35.5Losses from discontinued operations (net of income tax benefit of$3.8 and $3.7 for 2003, and $3.7 and $1.2 for 2002)
     (6.8
        )
     (7.1
        )
     (6.8
        )
     (1.3
        )Income before cumulative effect of accounting change
     203.2
        
     72.1
        
     110.1
        
     34.2Cumulative effect of accounting change (net of income tax benefitof $2.6)
     
        
     (43.4
        )
     
        
     Net income
     $203.2
        
     $28.7
        
     $110.1
        
     $34.2 See notes to condensed consolidated
financial statements 2


TRANSAMERICA FINANCE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in millions) Six months ended
June 30,2003
     2002OPERATING ACTIVITIESNet income
     $203.2
        
     $28.7Adjustments to reconcile net income to net cash provided byoperating activities:Cumulative effect of accounting change
     
        
     43.4Depreciation and amortization
     119.6
        
     120.2Provision for losses on receivables
     2.7
        
     51.3Change in accounts payable and other liabilities
     63.7
        
     52.7Change in income taxes payable
     58.0
        
     14.6Other
     165.2
        
     165.5Net cash provided by operating activities
     612.4
        
     476.4INVESTING ACTIVITIESFinance receivables originated and purchased
     (12,251.5
        )
     (12,412.0
        )Finance receivables collected and sold
     12,386.6
        
     12,862.6Purchases of property and equipment
     (47.0
        )
     (36.1
        )Sales of property and equipment
     11.5
        
     31.6Proceeds from sales of assets held for sale
     40.4
        
     218.1Other
     3.4
        
     (14.6
        )Net cash provided by investing activities
     143.4
        
     649.6FINANCING ACTIVITIESProceeds from nonaffiliate debt financing
     3,463.1
        
     3,613.2Repayments of nonaffiliate debt
     (4,075.3
        )
     (4,931.9
        )Proceeds from debt financing with AEGON
     175.0
        
     590.0Repayments of debt to AEGON
     (100.0
        )
     (250.0
        )Capital contributions from parent
     5.3
        
     Dividends to parent
     (245.0
        )
     (63.3
        )Return of capital to parent
     
        
     (109.5
        )Net cash used in financing activities
     (776.9
        )
     (1,151.5
        )Decrease in cash and cash equivalents
     (21.1
        )
     (25.5
        )Cash and cash equivalents at beginning of year
     65.1
        
     56.2Cash and cash equivalents at end of period
     $44.0
        
     $30.7 See notes to condensed consolidated
financial statements 3


TRANSAMERICA FINANCE
CORPORATION

NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS Note A  Basis of Presentation The
accompanying unaudited condensed consolidated financial statements of Transamerica Finance
Corporation and its subsidiaries (the Company) have been prepared in
accordance with accounting principles generally accepted in the United States of America
for interim financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and footnotes
required by these accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the six and
three month periods ended June 30, 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 in which an
enterprise 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. Currently, entities are generally consolidated by
an enterprise that has a controlling financial interest through ownership of a majority
voting interest in the entity. The
Company leases one of its facilities from an unconsolidated variable interest entity
(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. Currently,
this allows the Company to not consolidate the VIE in the Companys financial
statements and to account for the arrangement as an operating lease. Accordingly, neither
the leased facility nor the related debt is reported in the Companys accompanying
condensed consolidated balance sheets. 4


FIN
No. 46 applies in the first interim period beginning after June 15, 2003 to variable
interest entities the Company acquired before February 1, 2003. The Company believes that
under FIN No. 46 it will be deemed the VIEs primary beneficiary. The Company expects
to begin consolidating the VIE effective with the adoption of FIN No. 46 as of July 1,
2003. Upon adoption, the Company expects property and equipment to increase approximately
$31 million, net of accumulated depreciation of approximately $4 million, and debt and
minority interest to increase approximately $34 million and $1 million, respectively. The
cumulative effect on net income is expected to be a charge of approximately $3 million
after tax.  Note C 
Discontinued Operations During
the second quarter of 2003, the Company decided to sell its ownership interest in FACTA,
LLP (FACTA), a domestic owner/operator truck financing business. In accordance
with FASB Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets(FAS No. 144), the assets of FACTA, consisting of $16.8 million of
net finance receivables and $3.3 million of other assets, have been reclassified as assets
held for sale and the condensed consolidated statements of income have been restated to
reflect the results of the operations of FACTA as a discontinued operation. A loss
provision of $9.5 million ($6.2 million after tax) was recorded to write down the assets
to fair value. The decision to sell FACTA was based on the business operating
performance and the emergence of interested buyers. The sale is expected to close during
the third quarter of 2003. FACTA was part of the Companys Commercial Lending
segment. Revenues for FACTA for the first half and second quarter of 2003 were $2.0
million and $0.8 million, respectively. For the first half and second quarter of 2002, the
Company accounted for FACTA using the equity method and recorded revenues of $0.0 million
and $0.4 million, respectively. Pretax losses from operations for the first half and
second quarter of 2003 were $1.2 million and $1.0 million, respectively, and $2.1 million
and $0.7 million for the corresponding periods of 2002. During
the fourth quarter of 2002, the Company determined that its seventy percent ownership
interest in Transamerica Apple Distribution Finance Limited (TADFL), a joint
venture in Asia, did not fit its long term strategy. As a result of this determination the
Company reclassified the assets of TADFL, consisting of $40.6 million of net finance
receivables and other assets, as assets held for sale and restated the condensed
consolidated statements of income to reflect the results of the operations of TADFL as a
discontinued operation. The liabilities of TADFL consisted of $30.0 million of debt and
other liabilities. In the second quarter of 2003, the Company completed the sale of its
interest in TADFL. TADFL was part of the Companys Commercial Lending segment.
Revenues for the first half and second quarter of 2003 were $0.7 million and $0.0 million,
respectively, and $3.4 million and $2.0 million for the comparable periods of 2002. Pretax
income from operations for the first half and second quarter of 2003 was $0.1 million and
$0.0 million, respectively, and $0.6 million and $0.5 million for the corresponding
periods of 2002. 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 assets of TerraPoint,
consisting of $11.5 million of accounts receivable and fixed assets, as assets held for
sale and restated the condensed consolidated statements of income to reflect the results
of the operations of TerraPoint as a discontinued operation. 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). TerraPoint was part of the Companys
Real Estate Information Services segment. Revenues for TerraPoint for the first half and
second quarter of 2002 were $3.0 million and $0.7 million, respectively. Pretax losses
from operations for the first half and second quarter of 2002 were $1.2 million and $1.2
million, respectively. 5


Note D 
Consolidated Statements of Retained Earnings The
following table sets forth retained earnings for the periods indicated: Six months ended
June 30,2003
     2002Balance at beginning of year
     
     
     $70.8
        
     $80.1Net income
     203.2
        
     28.7Dividends to parent
     (245.0
        )
     (63.3
        )Balance at end of period
     $29.0
        
     $45.5 Note E 
Comprehensive Income The
components of comprehensive income were as follows: Six months ended
June 30,
     Three months ended
June 30,2003
     2002
     2003
     2002Net income
     
     
     $203.2
        
     $28.7
        
     $110.1
        
     $34.2Other comprehensive income (loss):Change in net unrealized gains from investments marked tofair value (net of tax)
     0.6
        
     (6.1
        )
     2.8
        
     (2.8
        )Foreign currency translation adjustments
     14.1
        
     25.7
        
     15.9
        
     33.6Change in unrealized gains from derivatives marked tofair value (net of tax)
     0.4
        
     (0.4
        )
     0.1
        
     (0.8
        )Comprehensive income
     $218.3
        
     $47.9
        
     $128.9
        
     $64.2  Note F  Subsequent
Event On
August 5, 2003 the Company, along with AEGON U.S. Corporation, entered into an agreement
with General Electric Capital Corporation, a subsidiary of the General Electric Company,
to sell the majority of the businesses that make up its Commercial Lending segment. The
assets to be sold consist primarily of a portfolio of $8.4 billion of net finance
receivables, including $2.5 billion of securitized distribution finance receivables, from
the segments four primary businesses: distribution finance, equipment financial
services, business capital and specialty finance. In addition to the assets purchased,
approximately $1 billion of liabilities, consisting of primarily of third party debt and
accounts payable and other liabilities, will be assumed. Additionally, $0.3 billion of
aircraft related assets, consisting of net finance receivables and equipment held for
lease, are excluded from the sale. The Company intends to use the majority of the proceeds from the sale,
approximately $5 billion, to retire debt, including $2.6 billion owed to AEGON. The sale, subject to regulatory approval and the amendment or waiver of
certain indenture provisions relating to the Companys outstanding public debt
securities, as well as other customary closing conditions, is expected to close before
year end 2003. AEGON N.V. intends to offer its guarantees as consideration in connection
with the solicitation of consents and waivers from the required percentage of the
Companys public debt securties holders to effect the requisite amendments or
waivers. Upon completion of the contemplated sale, the Companys remaining businesses
will consist primarily of the intermodal leasing and real estate information services
operations. The sale is consistent with AEGONs strategy to focus on its core business
of life insurance, pensions and related investment products. 6


Item 2.  Management's Narrative
Analysis of Results of Operations. On
August 5, 2003, as discussed in Note F of Notes
to Condensed Consolidated Financial Statements, the Company, along with AEGON U.S. Corporation, entered
into an agreement with General Electric Capital Corporation, a subsidiary of the General Electric Company,
to sell the majority of the businesses that make up its Commercial Lending segment. The Company intends to
use the majority of the proceeds from the sale, approximately $5 billion, to retire debt, including $2.6
billion of debt owed to AEGON. The
following tables set forth revenues and income (loss) by business segment for the periods
indicated: Six months ended June 30,Revenues
     Income (loss)2003
     2002
     2003
     2002Commercial lending
     
     
     $380.8
        
     $399.4
        
     $135.7
        
     $66.6Intermodal leasing
     208.0
        
     202.4
        
     8.1
        
     (0.9
        )Real estate information services
     191.7
        
     118.2
        
     72.4
        
     16.4Other(1)
     (1.1
        )
     (1.4
        )
     (6.2
        )
     (2.9
        )$779.4
        
     $718.6
        
     210.0
        
     79.2Losses from discontinued operations (net of tax)
     
        
     
        
     (6.8
        )
     (7.1
        )Cumulative effect of accounting change (net of tax)
     
        
     
        
     
        
     (43.4
        )Net income
     
        
     
        
     $203.2
        
     $28.7  Three months ended June 30,Revenues
     Income (loss)2003
     2002
     2003
     2002Commercial lending
     
     
     $201.4
        
     $197.9
        
     $65.6
        
     $30.3Intermodal leasing
     103.6
        
     104.5
        
     2.5
        
     (2.1
        )Real estate information services
     122.9
        
     58.0
        
     54.5
        
     9.3Other(1)
     (1.7
        )
     (0.8
        )
     (5.7
        )
     (2.0
        )$426.2
        
     $359.6
        
     116.9
        
     35.5Losses from discontinued operations (net of tax)
     
        
     
        
     (6.8
        )
     (1.3
        )Net income
     
        
     
        
     $110.1
        
     $34.2 _________________



(1) Unallocated items including
intercompany eliminations. 7


Commercial Lending Income
from continuing operations for the first half and second quarter of 2003 increased $69.1
million (104%) and $35.3 million (117%), respectively, from the comparable periods of
2002. Operating results for the first half of 2003 included a federal tax benefit of $13.8
million resulting from a cash dividend paid from a foreign subsidiary. The tax benefit was
a recapture of previously paid federal taxes on foreign earnings. Also included in the
first half of 2003 results was a reversal of $7.3 million in federal tax reserves relating
to anticipated federal taxes on the repatriation of foreign earnings. These reserves were
no longer necessary as a result of the payment of the cash dividend discussed in the
preceding sentence. Results for the first half and second quarter of 2003 included a gain
of $12.7 million ($7.9 million after tax) resulting from a partial reversal of the
allowance for losses on securitized distribution finance receivables. The reversal was due
to a change in the general reserve percentage for these securitized receivables. Excluding
the above items, commercial lending income from continuing operations for the first half
and second quarter of 2003 increased $40.1 million (60%) and $27.4 million (90%),
respectively, from the corresponding periods of 2002. The increase was primarily
attributable to higher margins due to lower funding costs and a lower provision for losses
on receivables. Revenues
for the first half and second quarter of 2003 decreased $18.6 million (5%) and increased
$3.5 million (2%), respectively, from the first half and second quarter of 2002. Excluding
the gain on the sale of securitized finance receivables, revenues decreased $31.3 million
(8%) and $9.2 million (5%) for the first half and second quarter of 2003 from the
comparable periods of 2002. The decreases were principally a result of lower average net
finance receivables outstanding along with a lower average portfolio yield attributable to
lower interest rates and the sale and liquidation of net finance receivables in assets
held for sale. These decreases were partially offset by increases in certain other
revenues. Interest
expense for the first half and second quarter of 2003 decreased $38.6 million (37%) and
$17.7 million (35%), respectively, from the comparable 2002 periods, primarily due to
lower borrowing rates. Operating expenses for the first half and second quarter of 2003
remained level with the corresponding periods of 2002. The provision for losses on
receivables for the first half and second quarter of 2003 decreased $48.6 million (95%)
and $30.5 million (105%), respectively, from the comparable periods of 2002, principally
as a result of lower credit losses, improved portfolio quality and lower net finance
receivables outstanding. Annualized net credit losses as a percentage of average net
finance receivables outstanding were 0.61% and 0.83% for the first half and second quarter
of 2003 compared with 1.22% and 1.14% for the first half and second quarter of 2002. Net
finance receivables outstanding at June 30, 2003 decreased $181.5 million (3%) from
December 31, 2002. Management has established an allowance for losses on net finance
receivables of $164.7 million (2.74% of net finance receivables outstanding) at June 30,
2003, compared with $181.3 million (2.93% 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 more than sixty days past due and the receivable balance
for all other finance receivables over sixty days past due. At June 30, 2003, delinquent
finance receivables were $57.1 million (0.87% of finance receivables outstanding) compared
with $90.2 million (1.34% of finance receivables outstanding) at December 31, 2002. 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 such time as full collectibility
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 June 30, 2003, non-earning finance receivables were $207.4
million (3.18% of finance receivables outstanding) compared with $208.5 million (3.09% of
finance receivables outstanding) at December 31, 2002. 8


Assets
held for sale at June 30, 2003 totaled $38.2 million, net of a $35.8 million valuation
allowance, and primarily consisted of net finance receivables from the consumer mortgage,
small business administration loan, and truck financing businesses and other repossessed
assets. Assets held for sale at December 31, 2002 totaled $84.8 million, net of a $22.6
million valuation allowance. Of the net finance receivables held for sale at June 30,
2003, $13.5 million were delinquent and $16.8 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. Intermodal Leasing Income
from continuing operations for the first half and second quarter of 2003 was $8.1 million
and $2.5 million, respectively, compared with losses of $0.9 million and $2.1 million,
respectively, for the first half and second quarter of 2002. Operating results for the
first half of 2002 included a $6.6 million net tax benefit associated with a structured
financing of certain European trailer equipment. Excluding this item, income from
continuing operations for the first half and second quarter of 2003 improved $15.6 million
and $4.6 million, respectively, primarily due to the factors discussed below. Revenues
for the first half of 2003 increased $5.6 million (3%) compared with the first half of
2002 while revenues for the second quarter of 2003 remained relatively unchanged from the
corresponding period of 2002. The increase was primarily due to higher European trailer
revenues resulting from a weaker dollar foreign exchange rate and an increase in the
number of maritime containers on-hire partially offset by a decline in per diem rates for
maritime containers and European trailers. Expenses
for the first half and second quarter of 2003 decreased $15.9 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. These decreases were partially offset by higher European trailer
expenses resulting from a weaker dollar foreign exchange rate. Maritime
container utilization averaged 86% and 87% for the first half and second quarter of 2003,
respectively, and 76% and 78% for the first half and second quarter of 2002, respectively.
European trailer utilization was 88% and 89% for the first half and second quarter of
2003, respectively, and 88% for both the first half and second quarter of 2002. 9


Real Estate Information
Services Income
from continuing operations for the first half and second quarter of 2003 was $72.4 million
and $54.5 million, respectively, compared with $16.4 million and $9.3 million,
respectively, for the first half and second quarter of 2002. Operating results for the
first half and second quarter of 2003 included the recognition of $56.9 million ($34.7
million after tax) of previously deferred revenue related to the expiration of the
operations contract with its second largest customer. Second quarter results also
included a gain of $6.0 million ($3.6 million after tax) from the settlement of a contract
dispute. Excluding these items, income from continuing operations for the first half and
second quarter of 2003 increased $17.7 million and $6.9 million from the comparable
periods of 2002. Revenues
for the first half and second quarter of 2003 increased $73.5 million (62%) and $64.9
million (112%), respectively, from the comparable periods of 2002. Excluding the impact of
the recognition of the deferred revenue item described above, revenues for the first half
and second quarter of 2003 increased $16.6 million (14%) and $8.0 million (14%),
respectively, from the comparable 2002 periods. The increases were primarily due to higher
mortgage refinancing activity, which led to increased property tax payment and reporting
and flood certification fees. Expenses
for the first half and second quarter of 2003 decreased $15.7 million (17%) and $9.3
million (22%), respectively, from the corresponding periods of 2002. Excluding the gain
from the settlement of the contract dispute, operating expenses for the first half and
second quarter of 2003 decreased $9.7 million (11%) and $3.3 million (8%), respectively,
from the corresponding 2002 periods. The decreases were primarily the result of cost
control and quality improvement initiatives. Other Losses
for the first half and second quarter of 2003 were $6.2 million and $5.7 million,
respectively, compared with losses of $2.9 million and $2.0 million, respectively, for the
corresponding periods of 2002. Results for the first half and second quarter of 2003
included after tax charges of $2.6 million and $2.8 million, respectively, relating to the
fair value adjustment to 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 a gain of $0.5 million after tax
and a loss of $1.0 million after tax, respectively, for the corresponding periods of 2002. 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. 10


The
notional amounts of the Companys debt derivative financial instruments were $0.7
billion at both June 30, 2003 and December 31, 2002. Of these derivatives, $0.5 billion at
both June 30, 2003 and 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 June 30, 2003 consisted of gross obligations to
counterparties of $5.5 million and gross benefits of $11.1 million, resulting in a net
benefit of $5.6 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. 11


PART II  OTHER
INFORMATION Item 6. Exhibits and Reports
on Form 8-K. (a)

Exhibits:  10.1

Amendment
 No. 6, dated as of June 20, 2003,  to that  certain  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 July 1, 2003 until December 31, 2003.  10.2

GUARANTEE,
 by AEGON N.V., a  Netherlands  based  corporation,  dated as of June 20, 2003, of all
Canadian                   Commercial  Paper Notes  issued by  Transamerica  Finance
 Corporation  from August 1, 2000 until                   December 31, 2003.  12

Computation
of Ratio of Earnings to Fixed Charges.  31.1

Certifications.  31.2

Certifications.  32

Certification
of Quarterly Report Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  (b)

Reports
on Form 8-K:  On August 5, 2003, the Company's indirect parent, AEGON, N.V., announced the sale of
most of the Company's Commercial Lending business to GE Commercial Finance.     12


|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)
| | ---------------------------------------------------

|Signature                           |  | Title                                                     
|----------------------------------- |  | ----------------------------------------------------------
|                                    |  |                                                           
|Principal
      Financial Officer:  |  |                                                           
|                                    |  |                                                           
|/s/ ROSARIO
      A. PERRELLI       |  | Executive
      Vice President and Chief Financial Officer
|                   | 
|(Rosario
      A. Perrelli)         | 
|                                    | 
|Principal
      Accounting Officer: | 
|                                    |  |                                                           
|/s/ THOMAS
      G. BASTIAN         |  | Senior Vice
      President and Controller                
|                   | 
|(Thomas
      G. Bastian)           | 

|Date:   August 8, 2003
13
|-------------------------