SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

---

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 March 31, 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 May 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.



TABLE OF CONTENTS

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

PART I  FINANCIAL INFORMATION

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

| |  | Condensed Consolidated Statements of Operations
Three Months Ended March 31, 2002 and 2001 | 2
| |  | ------------------------------------------------------------------------------------------ | -

| |  | Condensed Consolidated Statements of Cash Flows
Three Months Ended March 31, 2002 and 2001 | 3
| |  | ------------------------------------------------------------------------------------------ | -

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

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

PART II  OTHER INFORMATION

|Item 6 | Exhibits
and Reports on Form 8-K | 11
|------ | -------------------------------- | --

| |  | Signatures | 12
| |  | ---------- | --

PART I  FINANCIAL INFORMATION
Item 1. Financial Statements.

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

|                                                               | March 31,2002 |  | December 31,2001
|-------------------------------------------------------------- | ------------- |  | ----------------
|                                                               |               |  |                 
|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     |               | 
|$1,378.4 in 2002 and $1,305.7 in 2001):                        |               | 
|Land, buildings and equipment                                  |               |  |                 
|Equipment held for lease                                       |               |  |                 
|Investments (cost of $82.1 in 2002 and $68.3 in 2001)          |               |  |                 
|Goodwill                                                       |               |  |                 
|Intangible assets (net of accumulated amortization of $45.2 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

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

|                                                                    | Three months endedMarch 31,
|------------------------------------------------------------------- | ---------------------------
|
|                                                                    |                            
|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                                   |                            
|Loss from discontinued operations (net of income tax                |                            
|benefit of $2.1 in 2002 and $0.5 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 (loss)                                                   |                            
|                                                                    |                            

See notes to condensed consolidated financial
statements

2

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

|                                                            | Three months endedMarch 31,
|----------------------------------------------------------- | ---------------------------
|
|                                                            |                            
|OPERATING ACTIVITIES                                        |                            
|Net income (loss)                                           |                            
|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                              |                            
|Finance receivables collected and sold                      |                            
|Purchases of property and equipment                         |                            
|Sales of property and equipment                             |                            
|Proceeds from sale of certain assets held for sale          |                            
|Other                                                       |                            
|                                                            |                            
|Net cash provided by investing activities                   |                            
|                                                            |                            
|FINANCING ACTIVITIES                                        |                            
|Proceeds from debt financing                                |                            
|Repayments of debt                                          |                            
|Capital contributions from parent company                   |                            
|Return of capital                                           |                            
|                                                            |                            
|Net cash used in financing activities                       |                            
|                                                            |                            
|Increase 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

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
three-month period ended March 31, 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 was as follows:

|                                |  | Three months endedMarch 31,
|------------------------------- |  | ---------------------------
|
|                                |  |                            
|                                |  |                            
|Reported net income             |  |                            
|Add back: Goodwill amortization |  |                            
|                                |  |                            
|Adjusted net income             |  |                            
|                                |  |                            

4

In
September 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
would have to be met 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 and required 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 proscribed under FAS No. 144.

Note CDiscontinued Operations

During
the first quarter of 2002, the Company determined that its ninety-five percent owned
investment 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. The Company recorded a $7.0 million valuation provision ($4.9 million after tax) to
write down these net assets to fair value less costs to sell.

The
disposition of TerraPoint represents the disposal of a component of an entity under FAS
No. 144. TerraPoint was part of the Companys Real Estate Information Services
segment. Accordingly, the consolidated statements of operations have been restated to
reflect the results of TerraPoint as a discontinued operation. Net revenues for
TerraPoint for the three-month period ended March 31, 2002 and 2001 were $2.3 million and
$0.5 million, respectively.

Note DConsolidated Statements of Retained Earnings

|                             | Three months endedMarch 31, | 
|---------------------------- | --------------------------- | 
|
|                             |                             | 
|                             |                             | 
|Balance at beginning of year |                             | 
|Net income (loss)            |                             | 
|Dividend declared            |                             | 
|                             |                             | 
|Balance at end of period     |                             | 
|                             |                             | 

5

Note EComprehensive Income (Loss)

The components of other comprehensive income (loss) were as follows:

|                                                       | Three months endedMarch 31, | 
|------------------------------------------------------ | --------------------------- | 
|
|                                                       |                             | 
|                                                       |                             | 
|Net income (loss)                                      |                             | 
|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 loss                                     |                             | 
|                                                       |                             | 

6

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

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

|                                    | Three months ended March 31, | 
|----------------------------------- | ---------------------------- | 
|
|
|                                    |                              | 
|                                    |                              | 
|Commercial lending                  |                              | 
|Intermodal leasing                  |                              | 
|Real estate information services    |                              | 
|Other                               |                              | 
|                                    |                              | 
|                                    |                              | 
|                                    |                              | 
|Amortization of goodwill            |                              | 
|                                    |                              | 
|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 (loss)                   |                              | 
|                                    |                              | 

Commercial Lending

Commercial
lendings income from operations for the first quarter of 2002 was $35.4 million, an
$11.7 million (49%) increase from the first quarter of 2001. Operating results for the
first quarter of 2002 and 2001 included after tax charges of $1.1 million and $1.8
million, respectively, resulting from the reduction in fair value of the operations
stock warrants, which are accounted for as derivative instruments under FASB Statement
No. 133, Accounting for Derivative Instruments and Hedging Activities (FAS No. 133).
During the first quarter of 2002, the commercial lending operation sold $23.6 million of
small business administration loan net finance receivables at their net carrying value.
During the first quarter of 2001, the commercial lending operation sold $211.0 million of
retail finance net finance receivables which resulted in after tax gains of $6.0 million
and sold certain assets of the insurance premium finance business for an after tax gain
of $1.5 million. 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. In addition, operating results for the first quarter of 2001
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
increased $21.7 million (147%) from the first quarter of
2001. The increase was primarily due to lower operating expenses and provisions for
losses on receivables partially offset by reduced margins from lower average net finance
receivables in the liquidating and assets held for sale portfolios.

Revenues
decreased in the first quarter of 2002 by $96.1 million (32%) from the first quarter of
2001, principally as a result of lower average net finance receivables outstanding and
the sale and liquidation of net finance receivables in assets held for sale. Revenues in
the first quarter of 2001 included $5.0 million of gains on the sale of stock.

7

Interest
expense decreased $65.7 million (54%) in the first quarter of 2002 from the comparable
2001 period. The decline was primarily due to lower borrowing rates. Operating expenses
in the first quarter of 2002 decreased $39.7 million (36%) from the same period of 2001,
primarily due to lower costs associated with the liquidating receivables and assets held
for sale related to the declines in those assets. In the first quarter of 2002, the
provision for losses on finance receivables decreased $7.5 million (25%) compared with
the first quarter of 2001, principally as a result of lower credit losses. Credit losses,
net of recoveries, on an annualized basis as a percentage of average net finance
receivables outstanding were 1.30% for the first quarter of 2002 compared with 1.36% for
the first quarter of 2001.

Net
finance receivables outstanding at March 31, 2002 decreased $188.2 million (3%) from
December 31, 2001. Management has established an allowance for losses on net finance
receivables of $135.6 million (1.97% of net finance receivables outstanding) at March 31,
2002, compared with $136.8 million (1.94% of net finance receivables outstanding) at
December 31, 2001.

Delinquent
finance receivables are defined, only for distribution finance and business capital
finance receivables, as the installment balance for receivables more than 60 days past
due and the entire finance receivable balance for all other finance receivables over 60
days past due. At March 31, 2002, delinquent finance receivables were $146.2 million
(1.94% of finance receivables outstanding) compared with $132.1 million (1.70% of finance
receivables outstanding) at December 31, 2001.

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 collectability
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 collectability is doubtful. Non-earning finance receivables were
$194.3 million (2.58% of finance receivables outstanding) at March 31, 2002 compared with
$238.2 million (3.06% of finance receivables outstanding) at December 31, 2001. The
decrease in non-earning finance receivables was primarily in technology finance loans and
equipment financial services loans and leases.

Assets
held for sale at March 31, 2002 totaled $221.8 million, net of a $111.9 million valuation
allowance, and consisted of retail finance, consumer mortgage, and small business
administration loan net finance receivables and other repossessed assets. Assets held for
sale at December 31, 2001 totaled $278.6 million, net of a $113.1 million valuation
allowance. At March 31, 2002, delinquent and non-earning net finance receivables of these
businesses were $42.7 million and $51.4 million, respectively, compared with $51.5 million
and $54.5 million, respectively, at December 31, 2001.

Intermodal Leasing

The
intermodal leasing operation reported income from operations of $1.2 million for the
first quarter of 2002 compared with losses from operations of $7.7 million for the first
quarter of 2001. Income from operations for the first quarter of 2002 included a $6.6
million net tax benefit associated with a structured financing of certain European
trailer equipment. Excluding this item, operating losses in the first quarter of 2002
decreased by $2.3 million primarily due to a decrease in interest expense resulting principally
from lower borrowing rates.

Revenues
for the first quarter of 2002 decreased $11.3 million (10%) from the first quarter of
2001 mainly due to a decline in effective per diem rates and lower utilization for
maritime containers and lower per diem rates and on-hires for European trailers.

Expenses
for the first quarter of 2002 decreased $13.2 million (11%) primarily attributable to
lower ownership costs resulting principally from lower borrowing rates.

Marine
container utilization averaged 74% for the first quarter of 2002 and 76% for the first
quarter of 2001. European trailer utilization was 87% for the first quarter each of 2002
and 2001.

8

Real Estate Information Services

Real
estate information services income from operations for the first quarter of 2002 was $7.1
million compared with $3.6 million for the first quarter of 2001. The $3.5 million (99%)
increase in operating income was primarily due to increased revenues.

Revenues increased by $7.3 million (14%) during the first
quarter of 2002 compared with the first quarter of 2001. The increase in revenues was due
to the continued strength in the real estate market resulting in higher property tax
monitoring and flood certification service fees.

Operating
expenses for the first quarter of 2002 increased $1.5 million (3%) from the first quarter
of 2001. The increase was primarily due to increased operating expenses associated with
increased property tax monitoring and flood certification service volume, partially
offset by cost reduction 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 owned
investment in TerraPoint no longer fit its long-term strategy and reclassified the net
assets of TerraPoint to assets held for sale. In accordance with FAS No. 144, the results
of operations of TerraPoint have been reclassified to discontinued operations and,
therefore, have been excluded from the previously discussed operating results.

Other

Results
from other operations for the first quarter of 2002 were a loss of $0.9 million compared
with income of $3.4 million during the first quarter of 2001. Results for the first
quarter of 2002 included a $1.5 million after tax gain relating to the fair value
adjustment of the debt derivatives that did not qualify as hedges under FAS No. 133.
Income during the first quarter of 2001 included a $2.5 million after tax gain on the
sale of interest rate swaps and a $3.0 million after tax gain relating to the fair value
adjustment of debt derivatives that did not qualify as hedges under FAS No. 133.

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 $1.3
billion at March 31, 2002 and $1.7 billion at December 31, 2001. Of these derivatives,
$0.8 billion at March 31, 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 qualify 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 March 31, 2002 and December 31,
2001 were net obligations of $2.4 million and net benefits of $5.4 million, respectively.
At March 31, 2002 and December 31, 2001, these debt derivatives contained aggregate gross
obligations of $11.4 million and $11.9 million, respectively, and aggregate gross
benefits of $9.0 million and $17.3 million, respectively.

9

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 will no longer be amortized but will be 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. Application of the amortization provisions of the statement relating to existing
goodwill will result in a reduction in expenses of approximately $15 million in 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. As required
by FAS No. 142, the Company determined its reporting units at either the operating
segment level or one level below. In accordance with the transition provisions of FAS No.
142, the Company then assigned all of the goodwill and intangible assets to its
applicable reporting units and completed the transitional goodwill impairment test for
those units. Step one of this test determined the current fair value of the Companys
reporting units. A discounted cash flow model was used to make these determinations. The
fair values of the reporting units were then compared with their carrying values and
goodwill impairments were found in the Companys commercial lending and intermodal
leasing operations. Once these impairments were identified, step two of the impairment
test required that the carrying value of the reporting units goodwill be compared
with the value of its goodwill implied by the fair value determinations. Since the
implied fair value of the goodwill of these reporting units was found to be less than its
carrying value, an impairment loss was recorded for the difference. 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. 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.

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.

10

PART II  OTHER INFORMATION

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

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

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

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

| |  |  | None.
| |  |  | -----

11

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 May 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:    May 7, 2002

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