8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 25, 2005

WESTCORP

(Exact Name of Registrant as Specified in Charter)

California	33-13646	51-0308535
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

23 Pasteur, Irvine, California 92618-3804

(Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code: (949) 727-1000

Not Applicable

(Former Name or Former Address, if Changed since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.02 Results of Operations and Financial Condition
	Item 9.01 Financial Statements and Exhibits.
EXHIBIT 99.1

Item 2.02 Results of Operations and Financial Condition

On April 25, 2005, Westcorp issued a press release announcing its results of operations for the quarter ended March 31, 2005. A copy of that press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits.

(a)	Not Applicable
(b)	Not Applicable
(c)	List of documents filed as part of this report:
	Exhibit 99.1 – Westcorp Press Release of April 25, 2005

SIGNATURE

     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 hereunto duly authorized.

	WESTCORP,
	a California corporation
April 25, 2005	By:	/s/ Mark K. Olson
		Mark K. Olson
		Vice President, Controller and
		Interim Chief Financial Officer

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
99.1	Westcorp Press Release of April 25, 2005

EX-99.1

Exhibit 99.1
April 25, 2005

Lisa Capps
Investor Relations
Westcorp
Phone: (949) 727-1002
Email: Investor_Relations@WestcorpInc.com

Westcorp Reports Record First Quarter Net Income

Irvine, CA: Westcorp (NYSE:WES) reported that net income increased 40% to a record $60.7 million for the three months ended March 31, 2005 compared with $43.4 million for the same period a year ago. Earnings per diluted share increased 39% to $1.15 for the three months ended March 31, 2005 compared with $0.83 per diluted share for the same period a year earlier.

“Our record first quarter performance reflects both strong, broad-based growth in auto originations nationwide as well as outstanding credit performance,” said Tom Wolfe, President of Westcorp. “The consistent growth in our earnings and auto originations is the result of our commitment to our dealer base and our ability to maximize risk-adjusted returns across all our auto credit programs.”

Annualized credit loss experience improved 61 basis points to 1.66% of average managed automobile contracts for the first quarter compared with 2.27% for the same period a year earlier. The percentage of outstanding automobile contracts 30 days or more delinquent improved 38 basis points to 1.53% at March 31, 2005 compared with 1.91% a year ago.

Provision for credit losses declined to $49.0 million for the three months ended March 31, 2005, compared with $62.3 million for the same period a year earlier due to lower chargeoff experience. At March 31, 2005, the allowance for credit losses totaled $316 million or 2.6% of loans receivable compared with $303 million or 2.7% at March 31, 2004.

Automobile contract purchases totaled $1.8 billion for the first quarter of 2005, a 12% increase from the same period a year earlier, resulting in a 9% increase in the Company’s portfolio of managed automobile contracts to $11.9 billion at March 31, 2005. Total average interest earning assets increased $1.1 billion to $15.7 billion for the first quarter, up from $14.6 billion for the same period a year ago. As a result, net interest income grew 12% to $217 million for the first quarter compared with $194 million for the same period a year earlier. Net interest margin was 5.28% for the first quarter compared with 5.03% for the same period a year ago.

Noninterest income decreased to $19.3 million for the three months ended March 31, 2005 compared with $28.7 million for the same period a year earlier as $14.5 million of loan origination fees were deferred during the quarter. Noninterest expense was affected by $6.4 million in direct origination costs that were deferred in the quarter as well. Historically, the Company performed analysis on the fees and direct costs related to its origination of automobile loans and elected not to defer and amortize such amounts as the net effect was not material to its financial statements in accordance with Statement of Financial Accounting Standard No. 91 and SEC Staff Accounting Bulletin No. 99. Due to continuing improvements in operating efficiencies and the higher amount of documentation fees earned, the difference between the amount of fees received and the direct costs incurred has gradually increased. While the net effect remains immaterial, the Company has decided to defer and amortize these amounts prospectively beginning this quarter.

The Company continued to maintain a favorable deposit mix in 2005, consistent with its shift from certificates of deposit to lower cost demand deposit and money market accounts. Total demand deposit and money market accounts increased $368 million, or 34%, to $1.5 billion at March 31, 2005 compared with $1.1 billion a year ago and represented 65% of total deposits. The weighted average interest cost of deposits (excluding the effects of hedging) increased to 1.86% for the first quarter compared with 1.19% for the same period a year earlier.

The Company issued $3.0 billion of automobile receivable asset-backed securities during the quarter with a weighted average coupon of 3.9%, which resulted in a weighted average gross spread of 7.72%. The Company continues to be the largest non-captive issuer of automobile asset-backed securities in the U.S. having issued a total of $43 billion of such securities in 67 transactions to date.

As previously announced, the Company is in the process of converting Western Financial Bank to a California state commercial bank and merging WFS Financial into Western Financial Bank as part of the acquisition of the minority interest in WFS Financial. The conversion is contingent upon approval by the Board of Governors of the Federal Reserve of the Company’s application to become a bank holding company. The merger is contingent on the conversion to a commercial bank and remains subject to approval by the majority of WFS Financial’s minority shareholders. The approval process for the conversion is taking longer than originally expected, and the Company is currently exploring other alternatives in the event that the proposed conversion and related merger cannot go forward as planned.

Earnings Conference Call
Westcorp, along with its subsidiary, WFS Financial, will host a conference call for analysts and investors at 8:00 a.m. (PDT) on Tuesday, April 26, 2005. As part of this conference call, the Company’s management will discuss earnings results for the quarter. For a live Internet broadcast of this conference call, please go to the Company’s web site at http://www.westcorpinc.com to register, download, and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available shortly after the call.

Westcorp is a financial services holding Company whose principal subsidiaries are WFS Financial Inc and Western Financial Bank. Westcorp is a publicly owned Company whose common stock is traded on the New York Stock Exchange under the symbol WES. Information about Westcorp can be found at its web site at http://www.westcorpinc.com

Westcorp, through its subsidiary, WFS Financial, is one of the nation’s largest independent automobile finance companies. WFS Financial specializes in originating, securitizing, and servicing new and pre-owned prime and non-prime credit quality automobile contracts through its nationwide relationships with automobile dealers. WFS Financial is a publicly owned Company whose common stock is traded on the Nasdaq under the symbol WFSI. Information about WFS Financial can be found at its web site at http://www.wfsfinancial.com.

Westcorp, through its subsidiary, Western Financial Bank, operates 20 retail bank branches and provides commercial banking services in Southern California. Information on the products and services offered by the Bank can be found at its web site at http://www.wfb.com.

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act, as amended. Forward-looking statements are identified by the use of terms and phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” and similar terms and phrases, including references to assumptions. Forward-looking statements in this press release relate to analyses and other information, which are based on forecasts of future results and estimates of amounts not yet determinable. In addition, these statements relate to the Company’s future prospects, developments and business strategies and include information regarding the Company’s improved credit quality trends and higher automobile origination growth.

These statements are subject to uncertainties and factors relating to the Company’s operations and business environment, all of which are difficult to predict and many of which are beyond its control that could cause actual results to differ materially from those expressed in or implied by these forward-looking statements. In particular, there can be no assurances that improved credit quality trends or origination growth identified in this press release will continue in future periods.

The following factors are among those that may cause actual results to differ materially from the forward-looking statements: changes in general economic and business conditions; interest rate fluctuations, including the effect of hedging activities; the Company’s financial condition and liquidity, as well as future cash flow and earnings and the level of operating expenses; competition; the effect, interpretation, or application of new or existing laws, regulations, court decisions and significant litigation; the exercise of discretionary authority by regulatory agencies; a decision to change the Company’s corporate structure; the availability of sources of funding; and the level of chargeoffs on the automobile contracts that the Company originates.

A further list of these risks, uncertainties and other matters can be found in the Company’s filings with the Securities and Exchange Commission. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, the Company’s actual results may vary materially from those expected, estimated or projected. The information contained in this press release is as of April 25, 2005. The Company assumes no obligation to update any forward-looking statements to reflect future events or circumstances.

WESTCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

	For the Three Months Ended
	March 31,
	2005		2004
	(Dollars in thousands, except share
	and per share amounts)
Interest income:
Loans, including fees	$	301,615	$	286,300
Mortgage-backed securities		27,136		24,688
Investment securities		1,138		1,058
Other		4,148		1,613
TOTAL INTEREST INCOME		334,037		313,659
Interest expense:
Deposits		16,510		13,307
Notes payable on automobile secured financing		87,484		94,218
Other		13,116		11,711
TOTAL INTEREST EXPENSE		117,110		119,236
NET INTEREST INCOME		216,927		194,423
Provision for credit losses		48,978		62,294
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES		167,949		132,129
Noninterest income:
Automobile lending		15,331		25,748
Insurance income		2,045		1,824
Mortgage banking		117		235
Other		1,800		883
TOTAL NONINTEREST INCOME		19,293		28,690
Noninterest expense:
Salaries and associate benefits		43,786		42,084
Credit and collections		8,567		8,592
Data processing		4,622		4,179
Occupancy		3,935		3,877
Other		11,680		12,668
TOTAL NONINTEREST EXPENSE		72,590		71,400
INCOME BEFORE INCOME TAX		114,652		89,419
Income tax		45,639		35,313
INCOME BEFORE MINORITY INTEREST		69,013		54,106
Minority interest in earnings of subsidiaries		8,331		10,741
NET INCOME	$	60,682	$	43,365
Net income per common share:
Basic	$	1.17	$	0.84
Diluted	$	1.15	$	0.83
Weighted average number of common shares outstanding:
Basic		51,957,883		51,737,663
Diluted		52,597,731		52,493,432
Dividends declared	$	0.15	$	0.14

WESTCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

	(Unaudited)
	March 31, 2005			December 31, 2004
	(Dollars in thousands)
ASSETS
Cash	$	87,481		$	89,333
Interest bearing deposits with other financial institutions		12,443			4,177
Other short-term investments		195,000			125,000
Cash and due from banks		294,924			218,510
Restricted cash		742,652			417,833
Investment securities available for sale		134,955			119,811
Mortgage-backed securities available for sale		2,663,878			2,649,758
Loans receivable		12,360,961			12,135,748
Allowance for credit losses		(315,882	)		(315,402	)
Loans receivable, net		12,045,079			11,820,346
Interest receivable		79,664			79,825
Premises and equipment, net		75,782			76,526
Other assets		119,354			162,731
TOTAL ASSETS	$	16,156,288		$	15,545,340
LIABILITIES
Deposits	$	2,248,702		$	2,183,499
Notes payable on automobile secured financing		11,657,786			10,242,900
Federal Home Loan Bank advances		152,492			1,139,521
Subordinated debentures		295,588			295,321
Other liabilities		226,867			178,939
TOTAL LIABILITIES		14,581,435			14,040,180
Minority interest		175,197			165,484
SHAREHOLDERS’ EQUITY
Common stock (par value $1.00 per share; authorized 65,000,000 shares; issued and outstanding 52,047,110 shares at March 31, 2005 and 51,895,258 shares at December 31, 2004)		52,047			51,895
Paid-in capital		720,005			717,098
Retained earnings		660,400			606,987
Accumulated other comprehensive loss, net of tax		(32,796	)		(36,304	)
TOTAL SHAREHOLDERS’ EQUITY		1,399,656			1,339,676
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	16,156,288		$	15,545,340

The following table presents information relative to the average balances and interest rates on an owned basis for the periods indicated:

	For the Three Months Ended
	March 31,
	2005							2004
	Average				Yield/			Average				Yield/
	Balance		Interest		Rate			Balance		Interest		Rate
	(Dollars in thousands)
Interest earning assets:
Total investments:
Mortgage-backed securities	$	2,596,484	$	27,136		4.18	%	$	2,595,115	$	24,688		3.81	%
Other short-term investments		650,308		4,120		2.57			590,409		1,604		1.09
Investment securities		131,915		1,138		3.45			125,177		1,058		3.38
Interest earning deposits with others		36,141		28		0.30			6,020		9		0.62
Total investments		3,414,848		32,422		3.80			3,316,721		27,359		3.30
Total loans: (1)
Consumer loans		11,898,032		296,490		10.11			10,908,723		282,041		10.40
Mortgage loans		173,315		2,269		5.24			229,379		2,904		5.06
Commercial loans		169,318		2,528		5.97			99,288		1,303		5.19
Construction loans		21,474		328		6.11			4,239		52		4.85
Total loans		12,262,139		301,615		9.97			11,241,629		286,300		10.24
Total interest earning assets	$	15,676,987		334,037		8.63		$	14,558,350		313,659		8.66
Interest bearing liabilities:
Deposits	$	2,132,054		16,510		3.14		$	1,906,775		13,307		2.81
Securities sold under agreements to repurchase									33,400		94		1.11
FHLB advances and other borrowings		877,315		5,629		2.57			658,775		1,831		1.10
Notes payable on automobile secured financing		10,692,932		87,484		3.27			10,170,858		94,218		3.71
Subordinated debentures		295,413		7,487		10.14			393,670		9,786		9.94
Total interest bearing liabilities	$	13,997,714		117,110		3.35	%	$	13,163,478		119,236		3.63	%
Net interest income and interest rate spread			$	216,927		5.28	%			$	194,423		5.03	%
Net yield on average interest earning assets						5.64	%						5.34	%

(1) For the purpose of these computations, nonaccruing loans are included in the average amounts outstanding.

WESTCORP AND SUBSIDIARIES
OTHER FINANCIAL DATA AND STATISTICAL SUMMARY

	Q1 2005			Q4 2004			Q3 2004			Q2 2004			Q1 2004
	(Dollars in thousands, except per share amounts)
Earnings:
Net interest income	$	216,927		$	209,949		$	206,238		$	197,148		$	194,423
Provision for credit losses		48,978			61,078			60,337			51,539			62,294
Noninterest income		19,293			29,851			30,027			27,554			28,690
Noninterest expense		72,590			75,626			74,946			73,635			71,400
Income before taxes		114,652			103,096			100,982			99,528			89,419
Income taxes		45,639			40,571			40,188			39,725			35,313
Net income	$	60,682		$	55,510		$	54,672		$	54,415		$	43,365
Equity:
Earning per share — basic	$	1.17		$	1.07		$	1.05		$	1.05		$	0.84
Earning per share — diluted	$	1.15		$	1.06		$	1.04		$	1.04		$	0.83
Dividends per share	$	0.15		$	0.14		$	0.14		$	0.14		$	0.14
Book value per share (period end) (1)	$	27.52		$	26.51		$	25.55		$	24.63		$	23.71
Stock price per share (period end)	$	42.25		$	45.93		$	42.52		$	45.45		$	44.07
Total equity to assets (2)		9.95	%		9.92	%		9.66	%		9.52	%		9.30	%
Return on average equity (1)		17.31	%		16.45	%		16.82	%		17.36	%		14.37	%
Average shares outstanding — diluted		52,597,731			52,573,953			52,510,834			52,483,220			52,493,432
Loan Portfolio:
Automobile contracts purchased	$	1,782,414		$	1,583,748		$	1,799,106		$	1,666,842		$	1,585,173
Automobile contracts managed (period end)	$	11,852,222		$	11,560,890		$	11,440,353		$	11,113,148		$	10,850,314
Number of accounts managed (period end)		895,377			876,695			869,038			853,193			840,566
Average automobile contracts managed	$	11,702,544		$	11,512,626		$	11,268,695		$	10,946,273		$	10,726,048
Credit Quality:
Delinquency rate (30+ days)		1.53	%		2.24	%		2.24	%		2.21	%		1.91	%
Repossessions to total contracts		0.05	%		0.07	%		0.06	%		0.06	%		0.06	%
Net chargeoffs (annualized)		1.66	%		2.01	%		1.95	%		1.73	%		2.27	%
Allowance to loans receivable		2.56	%		2.60	%		2.62	%		2.66	%		2.67	%
Operations:
Total assets	$	16,156,288		$	15,545,340		$	15,351,999		$	14,999,112		$	14,745,384
Noninterest expense to total revenues		30.73	%		31.54	%		31.72	%		32.77	%		32.00	%

(1)	Excludes other comprehensive income
(2)	Excludes other comprehensive income and includes minority interest

WESTCORP AND SUBSIDIARIES
CUMULATIVE STATIC POOL LOSS CURVES (UNAUDITED)
At March 31, 2005

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

Period (1)	2001-C			2002-1			2002-2			2002-3			2002-4			2003-1			2003-2			2003-3			2003-4			2004-1			2004-2			2004-3			2004-4			2005-1			2005-2
1		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
2		0.04	%		0.01	%		0.00	%		0.02	%		0.02	%		0.01	%		0.00	%		0.00	%		0.01	%		0.00	%		0.00	%		0.02	%		0.00	%		0.00	%
3		0.09	%		0.06	%		0.03	%		0.06	%		0.07	%		0.04	%		0.02	%		0.02	%		0.03	%		0.02	%		0.03	%		0.06	%		0.04	%		0.02	%
4		0.20	%		0.15	%		0.10	%		0.14	%		0.16	%		0.11	%		0.06	%		0.06	%		0.08	%		0.06	%		0.07	%		0.13	%		0.09	%
5		0.35	%		0.29	%		0.18	%		0.27	%		0.26	%		0.18	%		0.14	%		0.13	%		0.14	%		0.11	%		0.15	%		0.21	%		0.15	%
6		0.49	%		0.43	%		0.32	%		0.44	%		0.38	%		0.29	%		0.25	%		0.23	%		0.21	%		0.19	%		0.24	%		0.30	%		0.23	%
7		0.65	%		0.60	%		0.49	%		0.57	%		0.50	%		0.41	%		0.36	%		0.32	%		0.28	%		0.27	%		0.33	%		0.40	%
8		0.81	%		0.84	%		0.66	%		0.70	%		0.61	%		0.53	%		0.48	%		0.40	%		0.35	%		0.34	%		0.41	%		0.50	%
9		0.95	%		1.06	%		0.82	%		0.82	%		0.78	%		0.66	%		0.59	%		0.47	%		0.44	%		0.42	%		0.51	%
10		1.07	%		1.28	%		0.96	%		0.96	%		0.94	%		0.80	%		0.70	%		0.55	%		0.54	%		0.52	%		0.59	%
11		1.20	%		1.48	%		1.10	%		1.10	%		1.08	%		0.93	%		0.80	%		0.62	%		0.61	%		0.59	%		0.65	%
12		1.37	%		1.67	%		1.26	%		1.24	%		1.28	%		1.06	%		0.89	%		0.71	%		0.73	%		0.67	%
13		1.55	%		1.82	%		1.39	%		1.38	%		1.43	%		1.21	%		0.98	%		0.80	%		0.83	%		0.75	%
14		1.74	%		1.99	%		1.51	%		1.53	%		1.59	%		1.31	%		1.08	%		0.88	%		0.93	%		0.81	%
15		1.97	%		2.14	%		1.68	%		1.70	%		1.77	%		1.40	%		1.20	%		0.97	%		1.03	%
16		2.16	%		2.27	%		1.83	%		1.88	%		1.92	%		1.50	%		1.31	%		1.07	%		1.09	%
17		2.36	%		2.45	%		1.99	%		2.03	%		2.05	%		1.60	%		1.41	%		1.16	%		1.19	%
18		2.59	%		2.62	%		2.16	%		2.15	%		2.16	%		1.70	%		1.53	%		1.25	%
19		2.78	%		2.80	%		2.31	%		2.28	%		2.25	%		1.85	%		1.66	%		1.33	%
20		2.95	%		2.99	%		2.46	%		2.41	%		2.37	%		1.99	%		1.76	%		1.40	%
21		3.14	%		3.15	%		2.60	%		2.52	%		2.49	%		2.14	%		1.87	%
22		3.29	%		3.31	%		2.72	%		2.62	%		2.62	%		2.27	%		1.95	%
23		3.41	%		3.45	%		2.86	%		2.74	%		2.73	%		2.37	%		2.02	%
24		3.57	%		3.58	%		2.95	%		2.83	%		2.84	%		2.47	%
25		3.73	%		3.69	%		3.03	%		2.96	%		2.95	%		2.57	%
26		3.88	%		3.80	%		3.13	%		3.08	%		3.06	%		2.63	%
27		4.04	%		3.92	%		3.22	%		3.21	%		3.17	%
28		4.20	%		4.02	%		3.33	%		3.31	%		3.25	%
29		4.35	%		4.12	%		3.41	%		3.41	%		3.32	%
30		4.46	%		4.22	%		3.50	%		3.42	%
31		4.57	%		4.30	%		3.58	%		3.56	%
32		4.69	%		4.39	%		3.66	%		3.62	%
33		4.77	%		4.49	%		3.73	%
34		4.85	%		4.56	%		3.78	%
35		4.92	%		4.63	%		3.84	%
36		5.01	%		4.69	%
37		5.09	%		4.74	%
38		5.16	%
39		5.22	%
40		5.27	%
41		5.32	%
42		5.38	%
43		5.42	%
44		5.46	%
Prime Mix (2)		76	%		70	%		87	%		85	%		80	%		80	%		82	%		84	%		82	%		82	%		82	%		81	%		78	%		78	%		77	%

(1)	Represents the number of months since inception of the securitization.
(2)	Represents the original percentage of prime automobile contracts securitized within each pool.