AMERCO /NV/, 424B4, 1996-12-13

AMERCO /NV/
424B4, 1996-12-13
AUTO RENTAL & LEASING (NO DRIVERS)

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<PAGE> 1

PROSPECTUS Filed Pursuant to Rule 424(b)(4)
Registration File #333-15485

<TABLE>
<S> <C>
2,500,000 SHARES
AMERCO
COMMON STOCK LOGO
</TABLE>

($.25 PAR VALUE)

Of the 2,500,000 shares of Common Stock, par value $.25 per share (the "Common
Stock") offered hereby, 2,250,000 shares are being offered by AMERCO (the
"Company") and an aggregate of 250,000 shares are being offered by Paul F. Shoen
and Sophia M. Shoen (the "Selling Stockholders"). See "Principal and Selling
Stockholders." The Company will not receive any of the proceeds from the sale of
Common Stock by the Selling Stockholders.

The Company's Common Stock is quoted on Nasdaq National Market ("Nasdaq") under
the symbol "UHAL." The last reported sale price of the Common Stock on Nasdaq on
December 12, 1996, was $37 3/4 per share. See "Price Range of Common Stock."

SEE "RISK FACTORS" BEGINNING ON PAGE 8 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
PROCEEDS TO
PRICE TO UNDERWRITING PROCEEDS TO SELLING
PUBLIC DISCOUNT(1) COMPANY(2) STOCKHOLDERS
<S> <C> <C> <C> <C>
Per Share............... $35.00 $2.01 $32.99 $32.99
Total(3)................ $87,500,000 $5,025,000 $74,227,500 $8,247,500
- -------------------------------------------------------------------------------------------------
</TABLE>

(1) See "Underwriting" for information concerning indemnification of the
Underwriters and other matters.

(2) Before deducting estimated offering expenses of $280,000, which will be
payable by the Company.

(3) The Company has granted to the Underwriters a 30-day option to purchase up
to 337,500 additional shares of Common Stock solely to cover
over-allotments, if any. If the Underwriters exercise this option in full,
the Price to Public will total $99,312,500, the Underwriting Discount will
total $5,703,375, and the Proceeds to Company will total $85,361,625. See
"Underwriting."

The shares of Common Stock are offered by the several Underwriters named herein
when, as and if delivered to and accepted by the Underwriters and subject to
their right to reject any orders in whole or in part. It is expected that
delivery of the certificates representing the shares will be made against
payment therefor at the office of Lehman Brothers Inc., New York, New York or
through the facilities of the Depository Trust Company on or about December 18,
1996.
------------------------------

JOINT BOOK-RUNNING MANAGERS
(IN ALPHABETICAL ORDER)
LEHMAN BROTHERS SALOMON BROTHERS INC

The date of this Prospectus is December 12, 1996.
<PAGE> 2

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS AND SELLING GROUP MEMBERS, IF
ANY, MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE COMMON STOCK OF THE
COMPANY ON THE NASDAQ NATIONAL MARKET IN ACCORDANCE WITH RULE 10b-6A UNDER THE
EXCHANGE ACT. SEE "UNDERWRITING."

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN THE NASDAQ NATIONAL MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

THE COMMISSIONER OF INSURANCE OF THE STATE OF NORTH CAROLINA HAS NOT APPROVED OR
DISAPPROVED THIS OFFERING NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.

2
<PAGE> 3

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements, and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements, and other information filed by the Company may be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at its regional
offices located at 7 World Trade Center, 13th Floor, New York, New York 10048,
and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such material may be obtained from the Public Reference Section
of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. In addition, the Commission maintains a Web site (http://www.sec.gov)
that contains reports, proxy, and information statements and other information
regarding registrants, such as the Company, that file electronically with the
Commission.

The Company has filed with the Commission a registration statement (the
"Registration Statement") with respect to the Common Stock offered hereby. This
Prospectus, which constitutes part of the Registration Statement, does not
contain all of the information contained in the Registration Statement and the
exhibits thereto. For further information with respect to the Company and the
Common Stock offered hereby, reference is made to the Registration Statement,
including the exhibits thereto, which may be examined without charge at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and copies of all or any part thereof may be
obtained from the Public Reference Section of the Commission at prescribed
rates. Statements contained in this Prospectus as to the contents of any
contract or any other document are not necessarily complete and, in each
instance, reference is made to the copy of such contract or document filed as an
exhibit to the Registration Statement, each statement being qualified in all
respects by such reference.

The Company's Series A 8 1/2% Preferred Stock (the "Series A Preferred
Stock") is listed on the New York Stock Exchange and the Company's Common Stock
is listed on Nasdaq. Reports, proxy statements, and other information filed by
the Company may be inspected and copied at the New York Stock Exchange, 20 Broad
Street, New York, New York 10005 and at the National Association of Securities
Dealers, 1735 K Street, N.W., Washington, D.C. 20007. In addition, Summary
Quarterly Financial Reports may be accessed electronically by means of the
Company's home page on the Internet at: http://www.uhaul.com.

INFORMATION INCORPORATED BY REFERENCE

The Annual Report of the Company on Form 10-K for the fiscal year ended
March 31, 1996, the Quarterly Reports of the Company on Form 10-Q for the
quarters ended June 30 and September 30, 1996, and the Current Reports of the
Company on Form 8-K filed with the Commission on May 6, 1996 and September 19,
1996 are incorporated herein by reference.

All reports filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of this offering shall be deemed to be
incorporated by reference in this Prospectus and to be made a part hereof from
their respective dates of filing.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

The Company will cause to be furnished without charge to each person,
including any beneficial owner, to whom this Prospectus is delivered, upon the
written or oral request of such person, a copy of any and all of the information
that has been incorporated by reference in this Prospectus, other than certain
exhibits to such documents. Requests should be addressed to: AMERCO, Investor
Relations, at AMERCO's principal executive offices located at 1325 Airmotive
Way, Suite 100, Reno, Nevada 89502; telephone: (702) 688-6300.

3
<PAGE> 4

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and financial statements, including the notes thereto, appearing
elsewhere or incorporated by reference in this Prospectus. Unless otherwise
indicated, all information in this Prospectus assumes no exercise of the
Underwriters' over-allotment option. See "Underwriting."

THE COMPANY

GENERAL

The Company is the holding company for its principal subsidiary, U-Haul
International, Inc. ("U-Haul"). The Company's U-Haul rental operations
represented 83.9%, 85.1%, and 85.0% of the Company's total revenue for the years
ended March 31, 1996, 1995, and 1994, respectively. The Company is also a
holding company for Ponderosa Holdings, Inc. ("Ponderosa") and Amerco Real
Estate Company ("AREC"). Throughout this Prospectus, unless the context
otherwise indicates, the term "Company" includes the Company and all of its
subsidiaries.

U-Haul U-Move Operations. Founded in 1945, U-Haul is primarily engaged,
through its subsidiaries, in the rental of trucks, automobile-type trailers, and
support rental items to the do-it-yourself moving customer. The Company's
do-it-yourself moving business operates under the U-Haul name through an
extensive and geographically diverse distribution network of 1,077 Company-owned
U-Haul Centers and approximately 13,500 independent dealers throughout the
United States and Canada. The Company believes that it has more moving equipment
rental locations than its two largest competitors combined. U-Haul's rental
equipment fleet consists of approximately 87,000 trucks, approximately 88,000
trailers, and approximately 15,000 tow dollies. Additionally, U-Haul sells
related products (such as boxes, tape, and packaging materials) and rents
various kinds of equipment (such as floor polishing and carpet cleaning
equipment).

U-Haul Self-Storage Rental Operations. U-Haul entered the self-storage
business in 1974 and offers for rent more than 18.9 million square feet of
self-storage space through approximately 900 Company-owned or managed storage
locations. The Company believes it is the second largest self-storage operator
(in terms of square feet) in the industry. The Company believes its self-storage
operations are complementary to its do-it-yourself moving business. All of its
self-storage space is located at or near one or more U-Haul Centers or
independent U-Haul dealers.

Ponderosa. Ponderosa serves as the holding company for the Company's
insurance businesses. Ponderosa's two principal subsidiaries are Republic
Western Insurance Company ("RWIC") and Oxford Life Insurance Company ("Oxford").
For financial statement presentation, the Company's insurance subsidiaries
report on a calendar year basis while the Company reports on the basis of a
fiscal year ending on March 31.

RWIC originates and reinsures property and casualty type insurance products
for various market participants, including independent third parties, the
Company's customers, and the Company. RWIC's principal strategy is to capitalize
on its knowledge of insurance products aimed at the moving and rental markets.
Approximately 39% of RWIC's written premiums relate to insurance underwriting
activities involving U-Haul and its affiliates. Approximately 98% of RWIC's
invested assets are in investment grade (NAIC-2 or greater) fixed income
securities. RWIC is rated "A+-VIII" by A.M. Best.

Oxford primarily reinsures life, health, and annuity insurance products and
administers the Company's self-insured employee health plan. Approximately 7.2%
of Oxford's premium revenues are from business with the Company. Approximately
97% of Oxford's invested assets are in investment grade (NAIC-2 or greater)
fixed income securities. Oxford is rated "A-VII" by A.M. Best. Consistent with
its strategic plan, the Company has engaged an investment banking firm to
explore various alternatives with regard to Oxford. Such alternatives may
include strategic alliances with other insurance companies or Oxford's possible
sale.

4
<PAGE> 5

AREC. AREC owns and actively manages a majority of the Company's real
estate assets, including the Company's U-Haul Center locations. In addition to
its U-Haul operations, AREC actively seeks to lease or dispose of the Company's
surplus properties.

BUSINESS STRATEGY

U-HAUL OPERATIONS

The Company's present business strategy remains focused on the
do-it-yourself moving customer. The objective of this strategy is to offer, in
an integrated manner over a diverse geographical area, a wide range of products
and services to the do-it-yourself moving customer. Since the current management
was put in place in 1987, the Company has pursued a strategic plan that
emphasizes its core do-it-yourself rental, moving, and storage business and
increased revenues from $864 million in fiscal 1987 to approximately $1.3
billion in fiscal 1996.

Integrated Approach to Moving. Through its "Moving Made Easier(R)"
program, the Company strives to offer its customers a high quality, reliable,
and convenient fleet of trucks and trailers at reasonable prices while
simultaneously offering related products and services, including moving
accessories, self-storage facilities, and other items often desired by the
do-it-yourself mover. The rental trucks purchased in the fleet renewal program
have been designed with the do-it-yourself customer in mind to include features
such as low decks, air conditioning, power steering, automatic transmissions,
soft suspensions, AM/FM cassette stereo systems, and over-the-cab storage. The
Company has introduced certain insurance products, including "Safemove(R)" and
"Safestor(R)", to provide the do-it-yourself mover with certain moving-related
insurance coverage. In addition, the Company's self-storage facilities provide
many rental customers the option of storing their possessions at either their
points of departure or destination.

Wide Geographic Distribution. The Company believes that customer access,
in terms of truck or trailer availability and proximity of rental locations, is
critical to its success. Since 1987, the Company has more than doubled the
number of U-Haul rental locations, with a net addition of over 8,000 independent
dealers.

High Quality Fleet. To effectively service the U-Haul customer at these
additional rental locations with equipment commensurate with the Company's
commitment to product excellence, the Company, as part of the fleet renewal
program, purchased approximately 84,000 new trucks between March 1987 and
September 1996 and reduced the overall average age of its truck fleet from
approximately 11 years at March 1987 to approximately five years at September
1996. During this period, approximately 66,000 trucks were retired or sold.

Since 1990, U-Haul has replaced approximately 66% of its trailer fleet with
new, more aerodynamically designed trailers better suited to the low height
profile of many newly manufactured automobiles. Given the mechanical simplicity
of a trailer relative to a truck, as well as a trailer's longer useful life, the
Company expects to replace trailers only as necessary.

INSURANCE OPERATIONS

RWIC's principal business strategy is to capitalize on its knowledge of
insurance products aimed at the moving and rental markets. RWIC believes that
providing U-Haul and U-Haul customers with property and casualty insurance
coverage has enabled it to develop expertise in the areas of rental vehicle
lessee insurance coverage, self-storage property coverage, motor home insurance
coverage, and general rental equipment coverage. RWIC has used, and plans to
continue to use, this knowledge to expand its customer base by offering similar
products to insureds other than U-Haul and its customers. In addition, RWIC
plans to expand its involvement in specialized areas by offering commercial
multi-peril and excess workers' compensation.

5
<PAGE> 6

RECENT DEVELOPMENTS

On October 1, 1996, the Company paid the last portion of a total of
approximately $448.1 million to the plaintiffs (non-management members of the
Shoen family and their affiliates) in a long-standing legal dispute involving
the Shoen family and related to control of the Company (the "Shoen Litigation").
As a result, the plaintiffs were required to transfer all of their 18,254,976
shares of Common Stock to the Company which represented 47.3% of its outstanding
Common Stock (prior to giving effect to the issuance of the Common Stock offered
hereby). The long-standing legal dispute has required an increased amount of
management's time in the past two years, which will no longer be required going
forward.

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered by the Company................... 2,250,000 shares
Common Stock offered by the Selling
Stockholders........................................ 250,000 shares
Total Common Stock offered hereby................... 2,500,000 shares
Common Stock to be outstanding after the
Offering(1)......................................... 22,614,087 shares
Use of proceeds....................................... Capital expenditures, working
capital, and general corporate
purposes to be determined from
time to time.
Nasdaq symbol......................................... UHAL
</TABLE>

- ---------------
(1) Including 5,762,495 shares of Series A Common Stock. The Common Stock and
the Series A Common Stock are collectively referred to as "Common Stock".

6
<PAGE> 7

SUMMARY CONSOLIDATED FINANCIAL DATA

The following summary consolidated financial information, insofar as it
relates to each of the fiscal years ended March 31, 1996, 1995, 1994, 1993, and
1992, has been derived from and is qualified by reference to the financial
statements and other information and data contained in the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 1996, which is
incorporated by reference herein. The summary financial information related to
the six months ended September 30, 1996 and 1995 has been derived from the
Company's unaudited quarterly report on Form 10-Q for the quarter ended
September 30, 1996, which is incorporated by reference herein. Oxford and RWIC
have been consolidated on the basis of fiscal years ended December 31. The
summaries for the six months ended September 30, 1996 and 1995 are unaudited;
however, in the opinion of management, all adjustments necessary for a fair
presentation of such financial information have been included. The results of
operations for the six months ended September 30, 1996 may not be indicative of
the results to be expected for fiscal 1997 because, among other reasons, the
Company's U-Haul rental operations are seasonal and proportionally more of its
revenue and net earnings are generated in the first and second quarters of each
fiscal year (April through September).

<TABLE>
<CAPTION>
FOR THE SIX
MONTHS ENDED
FOR THE YEARS ENDED MARCH 31, SEPTEMBER 30,
-------------------------------------------------------------- -----------------------
1996(1) 1995 1994 1993 1992 1996 1995(1)
---------- ---------- ---------- ---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS:
Rental, net sales and other
revenue........................... $1,094,185 $1,058,499 $ 967,743 $ 900,863 $ 845,128 $ 662,247 $ 607,104
Premiums and net investment
income............................ 200,238 177,733 162,151 139,465 126,756 97,889 94,672
---------- ---------- ---------- ---------- ---------- ---------- ----------
1,294,423 1,236,232 1,129,894 1,040,328 971,884 760,136 701,776
---------- ---------- ---------- ---------- ---------- ---------- ----------
Operating expense, advertising
expense, and cost of sales........ 880,429 779,302 730,880 697,117 661,229 484,783 435,247
Benefits, losses and amortization of
deferred acquisition costs........ 168,363 144,303 130,168 115,969 99,091 74,773 75,898
Depreciation(2)..................... 81,847 151,409 133,485 110,105 109,641 38,719 76,275
Interest expense.................... 67,558 67,762 68,859 67,958 76,189 35,282 35,554
---------- ---------- ---------- ---------- ---------- ---------- ----------
1,198,197 1,142,776 1,063,392 991,149 946,150 633,557 622,974
---------- ---------- ---------- ---------- ---------- ---------- ----------
Pretax earnings from operations..... 96,226 93,456 66,502 49,179 25,734 126,579 78,802
Income tax expense.................. (35,832) (33,424) (19,853) (17,270) (4,940) (46,833) (28,293)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Earnings from operations before
extraordinary loss on early
extinguishment of debt and
cumulative effect of change in
accounting principle.............. 60,394 60,032 46,649 31,909 20,794 79,746 50,509
Extraordinary loss on early
extinguishment of debt(3)......... -- -- (3,370) -- -- (2,004) --
Cumulative effect of change in
accounting principle(4)........... -- -- (3,095) -- -- -- --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net earnings........................ $ 60,394 $ 60,032 $ 40,184 $ 31,909 $ 20,794 $ 77,742 $ 50,509
========== ========== ========== ========== ========== ========== ==========
OTHER DATA:
Net earnings per share.............. $ 1.33 $ 1.23 $ 0.89 $ 0.83 $ 0.53 $ 2.36 $ 1.16
Weighted average common shares
outstanding(5).................... 35,736,335 38,190,552 38,664,063 38,664,063 38,880,069 29,845,247 37,931,825
</TABLE>

<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
-----------------------
AS
ACTUAL ADJUSTED(6)
---------- ----------
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA:
Total property, plant and equipment, net........................................................ $1,253,133 $1,253,133
Total assets.................................................................................... 2,817,846 2,834,030
Notes and loans payable......................................................................... 940,282 983,348
Stockholders' equity............................................................................ 653,030 653,824
</TABLE>

- ---------------
(1) Reflects the adoption of Statement of Position 93-7, "Reporting on
Advertising Costs."
(2) Reflects the change in estimated salvage value during the third and fourth
quarters of the fiscal year ended March 31, 1996. The effect of the change
increased net income for fiscal 1996 by $44.4 million ($1.24 per share).
(3) During fiscal 1997, the Company extinguished $76.3 million of debt and $86.4
million of its long-term notes originally due in fiscal 1997 through fiscal
1999. This resulted in an extraordinary charge of $2.0 million, net of a
$1.2 million tax benefit. During fiscal 1994, the Company extinguished $25.2
million of its medium-term notes originally due in fiscal 1995 through 2000.
This resulted in an extraordinary charge of $1.9 million, net of $1.0
million of tax benefit. The Company also terminated swaps with a notional
value of $77.0 million originally due in fiscal 1995. The terminations
resulted in an extraordinary charge of $1.5 million net of a $0.8 million
tax benefit.
(4) Reflects the adoption of Statement of Financial Accounting Standards No. 106
"Employers' Accounting for Postretirement Benefits Other than Pensions."
(5) Reflects the acquisition of treasury shares acquired pursuant to the Shoen
Litigation.
(6) Adjusted to give effect to the repurchase of 4,036,304 shares of Common
Stock on October 1, 1996 pursuant to the Shoen Litigation and to give effect
to the sale of 2,250,000 shares of Common Stock offered by the Company
hereby (after deduction of underwriting discounts and estimated offering
expenses).

7
<PAGE> 8

RISK FACTORS

THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE
ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS
INCLUDING THOSE SET FORTH IN THE FOLLOWING "RISK FACTORS" AND ELSEWHERE IN THIS
PROSPECTUS. THE FOLLOWING MATTERS, INCLUDING THOSE MENTIONED ELSEWHERE, SHOULD
BE CONSIDERED CAREFULLY BY A PROSPECTIVE INVESTOR IN EVALUATING A PURCHASE OF
THE COMMON STOCK OFFERED HEREBY.

DIVIDENDS

The holders of the Series A Preferred Stock and the holder of the Series B
Preferred Stock are entitled to receive cumulative dividends prior to, and in
preference to, the holders of Common Stock. The Company has not paid dividends
on its Common Stock since 1993 and the Company has no current plan to pay
dividends on its Common Stock in the future. See "Dividends."

LIMITED PRIOR MARKET

The Company's Series A Preferred Stock is trading on the New York Stock
Exchange under the symbol "AO/A" and the Company's Common Stock is trading on
Nasdaq under the symbol "UHAL". The average daily trading volume of the Common
Stock for the past fifty-two weeks has been only 25,504 shares. There can be no
assurance that an active trading market for the Common Stock will develop or be
maintained following the offering. The absence of an active trading market for
the Common Stock may have an adverse effect on the liquidity or market value of
the Common Stock.

MANAGEMENT'S DISCRETION AS TO USE OF PROCEEDS

The Company expects to use the net proceeds from the sale of the Common
Stock offered by it for capital expenditures, working capital, and general
corporate purposes to be determined from time to time. Consequently, the Board
of Directors and management of the Company will have broad discretion in
allocating the net proceeds of this offering. See "Use of Proceeds."

ABILITY TO ISSUE SERIAL COMMON STOCK AND PREFERRED STOCK

The Board of Directors has the authority to issue up to 50,000,000 shares
of preferred stock and up to 150,000,000 shares of serial common stock and to
fix the rights, preferences, privileges, and restrictions, including voting
rights, of those shares without any further vote or action by the stockholders.
The rights of the holders of Common Stock may be subject to, and may be
adversely affected by, the rights of the holders of any serial common stock and
preferred stock that may be issued in the future. The issuance of serial common
stock and preferred stock, while providing desired flexibility in connection
with possible acquisitions and other corporate purposes, could have the effect
of making it more difficult for a third party to acquire a majority of the
outstanding voting stock of the Company, thereby delaying, deferring, or
preventing a change in control of the Company. Furthermore, holders of such
serial common stock or preferred stock may have other rights, including economic
rights senior to the Common Stock, and, as a result, the issuance thereof could
have a material adverse effect on the market value of the Common Stock. See
"Description of Capital Stock."

SEASONALITY

The Company's U-Haul rental operations are seasonal and proportionally more
of the Company's revenues and net earnings from its rental operations are
generated in the first and second quarters of each fiscal year (April through
September). In addition, the Company's results of operations have in the past
been, and will continue to be affected by, a wide variety of factors, including
natural disasters (which affect, among other things, results of insurance
operations) and other events that are beyond the control of the Company.

8
<PAGE> 9

CONTROL BY CERTAIN EXISTING STOCKHOLDERS

Edward J. Shoen, Chairman of the Board and President of the Company, Mark
V. Shoen, a Director of the Company, and James P. Shoen, Vice President and a
Director of the Company, own 9,205,476 shares (approximately 40.7% upon
completion of this offering) of the Company's outstanding Common Stock. In
addition, Edward J. Shoen, Mark V. Shoen, James P. Shoen, the Selling
Stockholders, and others are parties to a stockholder agreement covering
15,916,292 shares (approximately 70.4%) of the Company's outstanding Common
Stock after giving effect to the sale of the Common Stock offered hereby.
Subject to certain limitations, Edward J. Shoen, Mark V. Shoen, and James P.
Shoen have the ability, if they so agree, to direct the voting of all of the
stock subject to the stockholder agreement. Accordingly, Edward J. Shoen, Mark
V. Shoen, and James P. Shoen will be in a position to continue to influence the
election of the members of the Board of Directors and decisions requiring
stockholder approval. See "Principal and Selling Stockholders."

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, the Company will have 22,614,087 shares
of Common Stock outstanding, including the 2,500,000 shares of Common Stock
offered hereby and 2,278,480 shares of Common Stock which were trading on Nasdaq
prior to this offering. The shares of Common Stock sold in this offering and the
shares of Common Stock which were trading on Nasdaq prior to this offering will
be freely tradeable without restriction or further registration under the
Securities Act of 1933, as amended (the "Securities Act") unless held by an
"affiliate" of the Company, as that term is defined under Rule 144 of the
Securities Act, which shares will be subject to the resale limitations of Rule
144. The Selling Stockholders are entitled to registration rights with respect
to 3,711,330 shares of Common Stock held by them (including the 250,000 shares
offered hereby). Currently, 591,950 shares are eligible for sale subject to the
resale limitations of Rule 144 under the Securities Act, not including the
16,166,292 shares of Common Stock held pursuant to the Stockholder Agreement
described in "Principal and Selling Stockholders" and the 1,336,076 shares of
Common Stock held by the ESOP Trust and allocated to ESOP participants. Each
employee of the Company, upon severance of employment, has the option of
receiving the number of shares of Common Stock allocated to his or her ESOP
account or selling their stock to the ESOP Trust. Such shares may be sold on
Nasdaq following distribution from the ESOP. While the Company does not expect
any shares of Common Stock held pursuant to the Stockholder Agreement (other
than the shares of Common Stock held by the Selling Stockholders) to be sold to
the public pursuant to Rule 144 or otherwise, there can be no assurance that
such shares will not be sold to the public. No prediction can be made as to the
effect, if any, that the availability of additional shares of Common Stock for
sale will have on the market price of the Common Stock. The sale of a
substantial number of newly issued shares by the Company or of shares held by
the existing stockholders, whether pursuant to a subsequent public offering or
otherwise, or the perception that such sales could occur, could adversely affect
the market price for the Common Stock and could materially impair the Company's
future ability to raise capital through an offering of equity securities. See
"Shares Eligible for Future Sale" and "Underwriting."

ENVIRONMENTAL MATTERS

The Company has since fiscal 1989 managed a testing and removal program
that is expected to result in the removal of all but approximately 100 of its
underground storage tanks ("USTs") by the year 2000. Under this program, the
Company has budgeted $7 million for UST testing, removal and remediation in
fiscal 1997 and has removed a total of 2,314 USTs from April 1, 1989 through
September 30, 1996 at a total cost of approximately $28.2 million. At September
30, 1996, the Company owned properties containing approximately 660 USTs. The
USTs are used to store various petroleum products, including gasoline, fuel oil,
and waste oil, and a majority of USTs have a capacity of less than 6,000
gallons. See "Business -- Environmental Matters."

9
<PAGE> 10

USE OF PROCEEDS

The primary purpose of the offering is to increase the Company's equity in
order to improve the likelihood that its existing debt ratings will be
maintained. The net proceeds to the Company from the sale of the 2,250,000
shares of Common Stock offered by the Company are estimated to be $73.9 million
($85.1 million if the Underwriters' over-allotment option is exercised in full),
after deducting the underwriting discount and estimated offering expenses. The
Company intends to use the proceeds from the sale of the Common Stock for
capital expenditures, working capital, and general corporate purposes to be
determined from time to time. Pending such uses, the net proceeds may be used to
reduce the balance outstanding under two of the Company's revolving credit
facilities. The revolving credit facilities mature on July 12, 1997 and July 12,
1999 and bear interest at a floating rate (currently 5.75% and 5.80% per annum).
The Company will not receive any proceeds from the sale of shares of Common
Stock by the Selling Stockholders.

PRICE RANGE OF COMMON STOCK

The Company's Common Stock has been traded on Nasdaq since the initial
public offering of the Company's Common Stock on November 3, 1994. The following
table sets forth the high and low sale prices of the Company's Common Stock as
reported by Nasdaq for the periods indicated. The last sale price of the Common
Stock on December 12, 1996 was $37 3/4 per share.

<TABLE>
<CAPTION>
HIGH LOW
----- -----
<S> <C> <C>
FISCAL YEAR ENDED MARCH 31, 1995
Third Quarter (November 3, 1994-December 31, 1994)................ $18 $15 3/4
Fourth Quarter.................................................... 22 1/2 17 1/2
FISCAL YEAR ENDED MARCH 31, 1996
First Quarter..................................................... 23 3/4 19 1/2
Second Quarter.................................................... 19 3/4 14 3/4
Third Quarter..................................................... 21 16 1/2
Fourth Quarter.................................................... 25 1/2 17
FISCAL YEAR ENDING MARCH 31, 1997
First Quarter..................................................... 28 1/4 19 1/2
Second Quarter.................................................... 43 1/4 21 1/2
Third Quarter (through December 12, 1996)......................... 49 1/4 34
</TABLE>

DIVIDENDS

The Company does not have a formal dividend policy. The Company's Board of
Directors periodically considers the advisability of declaring and paying
dividends in light of existing circumstances. The Company has not paid any
dividends to common stockholders since August 3, 1993 and the Company has no
current plan to pay dividends to common stockholders in the future. The holders
of the Series A Preferred Stock and the holder of the Series B Preferred Stock
are entitled to receive cumulative dividends prior to, and in preference to, the
holders of Common Stock.

10
<PAGE> 11

CAPITALIZATION

The following table sets forth the consolidated capitalization of the
Company at (i) September 30, 1996; (ii) September 30, 1996 after giving effect
to the repurchase of 4,036,304 shares of Common Stock on October 1, 1996
pursuant to the Shoen Litigation (the "October 1, 1996 repurchase"); and (iii)
September 30, 1996 after giving effect to the October 1, 1996 repurchase and as
adjusted to reflect the sale by the Company of 2,250,000 shares of Common Stock
pursuant to this offering (after deducting the underwriting discount and
estimated offering expenses).

<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
----------------------------------------
PROFORMA,
ACTUAL AS ADJUSTED AS ADJUSTED
-------- ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
Current maturities of long-term debt.................. $ 33,553 $ 33,553 $ 33,553
Notes Payable......................................... 80,500 177,513 103,566
Long-Term Debt........................................ 826,229 846,229 846,229
-------- --------
Total Notes and Loans....................... $940,282 $ 1,057,295 $ 983,348
======== ========
Stockholders' equity:
Serial preferred stock, with or without par value,
50,000,000 shares authorized..................... $ -- $ -- $ --
Series A Preferred Stock, no par value, 6,100,000
shares authorized, issued, and outstanding..... -- -- --
Series B Preferred Stock, no par value, 100,000
shares authorized, issued, and outstanding..... -- -- --
Serial common stock, with or without par value,
150,000,000 shares authorized.................... -- -- --
Series A Common Stock of $0.25 par value,
10,000,000 shares authorized, 5,762,495 shares
issued and outstanding......................... 1,441 1,441 1,441
Series B Common Stock of $0.25 par value,
10,000,000 shares authorized, no shares issued
and outstanding................................ -- -- --
Common Stock of $0.25 par value, 150,000,000 shares
authorized, 34,237,505 shares issued, 20,364,087
shares outstanding, 22,614,087 outstanding as
adjusted......................................... 8,559 8,559 9,122
Additional paid in capital.......................... 264,378 264,378 337,762
Foreign currency translation, unrealized gain (loss)
on investments, and retained earnings............ 668,143 668,143 668,143
Less:
Cost of common shares in treasury................ 266,315 339,468 339,468
Unearned employee stock ownership plan shares.... 23,176 23,176 23,176
-------- --------
Total Stockholders' Equity: ................ $653,030 $ 579,877 $ 653,824
======== ========
</TABLE>

11
<PAGE> 12

SELECTED CONSOLIDATED FINANCIAL DATA

The following selected financial information, insofar as it relates to each
of the fiscal years ended March 31, 1996, 1995, 1994, 1993, and 1992, has been
derived from and is qualified by reference to the financial statements and other
information and data contained in the Company's Annual Report on Form 10-K for
the fiscal year ended March 31, 1996, which is incorporated by reference herein.
The selected financial information related to the six months ended September 30,
1996 and 1995 has been derived from the Company's unaudited quarterly report on
Form 10-Q for the quarter ended September 30, 1996, which is incorporated by
reference herein. Oxford and RWIC have been consolidated on the basis of fiscal
years ended December 31. The summaries for the six months ended September 30,
1996 and 1995 are unaudited; however, in the opinion of management, all
adjustments necessary for a fair presentation of such financial information have
been included. The results of operations for the six months ended September 30,
1996 may not be indicative of the results to be expected for fiscal 1997
because, among other reasons, the Company's U-Haul rental operations are
seasonal and proportionally more of its revenue and net earnings are generated
in the first and second quarters of each fiscal year (April through September).

<TABLE>
<CAPTION>
FOR THE SIX
MONTHS ENDED
FOR THE YEARS ENDED MARCH 31, SEPTEMBER 30,
------------------------------------------------------------------- -------------------------
1996(1) 1995 1994 1993 1992 1996 1995(1)
----------- ----------- ----------- ----------- ----------- ----------- -----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS:
Rental, net sales and other
revenue....................... $ 1,094,185 $ 1,058,499 $ 967,743 $ 900,863 $ 845,128 $ 662,247 $ 607,104
Premiums and net investment
income........................ 200,238 177,733 162,151 139,465 126,756 97,889 94,672
---------- ---------- ---------- ---------- ---------- ---------- ----------
1,294,423 1,236,232 1,129,894 1,040,328 971,884 760,136 701,776
---------- ---------- ---------- ---------- ---------- ---------- ----------
Operating expense, advertising
expense, and cost of sales.... 880,429 779,302 730,880 697,117 661,229 484,783 435,247
Benefits, losses and
amortization of deferred
acquisition costs............. 168,363 144,303 130,168 115,969 99,091 74,773 75,898
Depreciation(2)................. 81,847 151,409 133,485 110,105 109,641 38,719 76,275
Interest expense................ 67,558 67,762 68,859 67,958 76,189 35,282 35,554
---------- ---------- ---------- ---------- ---------- ---------- ----------
1,198,197 1,142,776 1,063,392 991,149 946,150 633,557 622,974
---------- ---------- ---------- ---------- ---------- ---------- ----------
Pretax earnings from
operations.................... 96,226 93,456 66,502 49,179 25,734 126,579 78,802
Income tax expense.............. (35,832) (33,424) (19,853) (17,270) (4,940) (46,833) (28,293)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Earnings from operations before
extraordinary loss on early
extinguishment of debt and
cumulative effect of change in
accounting principle.......... 60,394 60,032 46,649 31,909 20,794 79,746 50,509
Extraordinary loss on early
extinguishment of debt(3)..... -- -- (3,370) -- -- (2,004) --
Cumulative effect of change in
accounting principle(4)....... -- -- (3,095) -- -- -- --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net earnings.................... $ 60,394 $ 60,032 $ 40,184 $ 31,909 $ 20,794 $ 77,742 $ 50,509
========== ========== ========== ========== ========== ========== ==========
OTHER DATA:
Net earnings per share.......... $ 1.33 $ 1.23 $ 0.89 $ 0.83 $ 0.53 $ 2.36 $ 1.16
Weighted average common shares
outstanding(5)................ 35,736,335 38,190,552 38,664,063 38,664,063 38,880,069 29,845,247 37,931,825
</TABLE>

<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
MARCH 31, -----------------------
-------------------------------------------------------------- AS
1996 1995 1994 1993 1992 ACTUAL ADJUSTED(6)
---------- ---------- ---------- ---------- ---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Total property, plant and equipment,
net.................................. $1,316,715 $1,274,246 $1,174,236 $ 989,603 $ 987,095 $1,253,133 $1,253,133
Total assets........................... 2,827,978 2,605,989 2,344,442 2,024,023 1,979,324 2,817,846 2,834,030
Notes and loans payable................ 998,220 881,222 723,764 697,121 733,322 940,282 983,348
Stockholders' equity................... 649,548 686,784 651,787 479,958 451,888 653,030 653,824
</TABLE>

12
<PAGE> 13

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

For financial statement preparation, the Company's insurance subsidiaries
report on a calendar year basis while the Company reports on a fiscal year basis
ending March 31. Accordingly, with respect to the Company's insurance
subsidiaries, any reference to the years 1995, 1994, and 1993 corresponds to the
Company's fiscal years 1996, 1995, and 1994, respectively. In addition, with
respect to the Company's insurance subsidiaries, any reference to the six months
ended September 30, 1996 and 1995 corresponds to the six months ended June 30,
1996 and 1995, respectively. There have been no events related to such
subsidiaries between January 1 and March 31 of 1996, 1995, or 1994, or between
July 1 and September 30, 1996 and 1995, that would materially affect the
Company's consolidated financial position or results of operations as of and for
the fiscal years ended March 31, 1996, 1995, and 1994, respectively or the six
months ended September 30, 1996 and 1995, respectively.

The following management's discussion and analysis should be read in
conjunction with Notes 1, 19, and 20 of Notes to Audited Consolidated Financial
Statements, which discuss the principles of consolidation, summarized
consolidated financial information, and industry segment and geographic area
data, respectively. In consolidation, all intersegment premiums are eliminated
and the benefits, losses, and expenses are retained by the insurance companies.

13
<PAGE> 14

RESULTS OF OPERATIONS

SIX MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

The following table shows industry segment data from the Company's three
industry segments: rental operations, life insurance and property and casualty
insurance, for the six months ended September 30, 1996 and 1995. Rental
operations is composed of the operations of U-Haul and AREC. Life insurance is
composed of the operations of Oxford. Property and casualty insurance is
composed of the operations of RWIC. The Company's results of operations have
historically fluctuated from quarter to quarter. In particular, the Company's
U-Haul rental operations are seasonal and proportionately more of the Company's
revenues and net earnings are generated in the first and second quarters each
fiscal year (April through September).

<TABLE>
<CAPTION>
PROPERTY/ ADJUSTMENTS
RENTAL LIFE CASUALTY AND
OPERATIONS INSURANCE INSURANCE ELIMINATIONS CONSOLIDATED
----------- --------- --------- ------------ ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Six months ended September 30,
1996
Revenues:
Outside......................... $ 661,958 $ 23,740 $ 74,438 $ -- $ 760,136
Intersegment.................... -- 782 5,843 (6,625) --
----------- ------- -------- ---------- ----------
Total revenues............... $ 661,958 $ 24,522 $ 80,281 $ (6,625) $ 760,136
=========== ======= ======== ========== ==========
Operating profit.................. $ 146,570 $ 5,590 $ 9,701 -- $ 161,861
=========== ======= ======== ==========
Interest expense.................. 35,282
----------
Pretax earnings from operations... $ 126,579
==========
Identifiable assets............... $ 1,908,032 $ 621,686 $ 622,983 $ (334,855) $ 2,817,846
=========== ======= ======== ========== ==========
Six months ended September 30,
1995
Revenues:
Outside......................... $ 602,687 $ 24,265 $ 74,824 $ -- $ 701,776
Intersegment.................... (270) 708 4,662 (5,100) --
----------- ------- -------- ---------- ----------
Total revenues............... $ 602,417 $ 24,973 $ 79,486 $ (5,100) $ 701,776
=========== ======= ======== ========== ==========
Operating profit.................. $ 97,676 $ 6,838 $ 9,572 $ 270 $ 114,356
=========== ======= ======== ==========
Interest expense.................. 35,554
----------
Pretax earnings from operations... $ 78,802
==========
Identifiable assets............... $ 1,845,370 $ 563,138 $ 593,506 $ (312,753) $ 2,689,261
=========== ======= ======== ========== ==========
</TABLE>

14
<PAGE> 15

FISCAL YEARS ENDED MARCH 31, 1996, 1995, AND 1994

The following table shows industry segment data from the Company's three
industry segments: rental operations, life insurance, and property and casualty
insurance, for the fiscal years ended March 31, 1996, 1995, and 1994. Rental
operations is composed of the operations of U-Haul and AREC. Life insurance is
composed of the operations of Oxford. Property and casualty insurance is
composed of the operations of RWIC.

15
<PAGE> 16

SIX MONTHS ENDED SEPTEMBER 30, 1996 VERSUS SIX MONTHS ENDED SEPTEMBER 30, 1995

U-HAUL OPERATIONS

U-Haul revenues consist of (i) total rental and other revenue and (ii) net
sales. Total rental and other revenue increased by $54.0 million, approximately
10.8%, to $554.2 million in the first six months of fiscal 1997. The increase
reflects higher net revenues from the rental of moving related equipment and
self-storage facilities which increased $27.3 million due to growth (volume) in
truck rental transactions, additional rentable square footage, and an increase
in management fees from storage facilities managed for others. Other revenue
increased $26.7 million. Contributing to the increase is the recognition of
increased net gains on the sale of real and personal property of $7.6 million
over the comparable period for fiscal 1996.

Net sales revenues were $107.2 million in the first six months of fiscal
1997, which represents an increase of approximately 4.4% from the first six
months of fiscal 1996 net sales of $102.7 million. Revenue growth from the sale
of moving support items, hitches, and propane resulted in a $5.0 million
increase during the six months, which was partially offset by a decrease in
gasoline sales consistent with the Company's ongoing efforts to remove
underground storage tanks and gradually discontinue gasoline sales.

Cost of sales was $62.6 million in the first six months of fiscal 1997,
which represents an increase of approximately 8.0% from $58.0 million for the
same period in fiscal 1996. This increase in cost of sales reflects higher
material costs from the sale of moving support items, hitches and propane which
can be primarily attributed to higher sales levels and increased allowance for
inventory shrinkage.

Operating expenses increased to $398.0 million in the first six months of
fiscal 1997 from $346.4 million in the first six months of fiscal 1996, an
increase of approximately 14.9%. Rental equipment maintenance costs increased
$20.7 million due to an increase in fleet size and transaction levels. Personnel
expense increased $13.7 million due to higher levels of business activity. All
other operating expense categories increased in the aggregate by $17.2 million
compared to the prior year.

Advertising expense decreased to $16.0 million in the first six months of
fiscal 1997 from $24.1 million in the first six months of fiscal 1996. The
decrease primarily reflects a one-time expense of $8.6 million recognized during
the first six months of fiscal 1996, due to the adoption of Statement of
Position 93-7 which requires immediate recognition of advertising costs not
qualifying as direct-response.

Depreciation expense for the first six months of fiscal 1997 was $38.7
million, as compared to $76.3 million during the same period of the prior year.
During the third and fourth quarters of fiscal 1996, based on the Company's
in-depth market analysis, the Company increased the estimated salvage value of
certain rental trucks.

16
<PAGE> 17

OXFORD -- LIFE INSURANCE

Premiums from Oxford's reinsurance lines before intercompany eliminations
were $10.6 million for the six months ended June 30, 1996, or 74.1% of total
premiums for that period. This represents an increase of $1.7 million over the
same period in 1995 or an increase of 19.1%. Reinsurance premiums are primarily
from term life insurance, deferred annuity contracts that have matured, and
credit insurance business. Increases in premiums are primarily from the
anticipated increase in annuitizations as a result of the maturing of deferred
annuities and from additional production in the credit life and credit accident
and health business.

Premiums from Oxford's direct lines before intercompany eliminations were
$3.7 million for the six months ended June 30, 1996, a decrease of $0.3 million.
This decrease in direct premium is primarily attributable to the credit
insurance business. Oxford's direct business related to group life and
disability coverage issued to employees of the Company for the six months ended
June 30, 1996 accounted for approximately 7.5% of premiums. Other direct lines,
including the credit insurance business, accounted for approximately 18.4% of
Oxford's premiums for the six months ended June 30, 1996.

Net investment income before intercompany eliminations was $9.4 million and
$8.0 million for the six month periods ended June 30, 1996 and 1995,
respectively. This increase is primarily due to increases in deposit funds from
additional production and increasing margins on the interest sensitive business.

Other income is comprised of gains (losses) on the disposition of
investments and income on the surrender of deferred annuity products. Gains
(losses) on the disposition of investments were ($0.4) million and $2.9 million
for the six months ended June 30, 1996 and 1995, respectively. Oxford had $1.2
million and $1.0 million of surrender charge income, for the six month period
ended June 30, 1996 and 1995, respectively.

Benefits and expenses incurred were $18.9 million for the six months ended
June 30, 1996, an increase of 4.4% from 1995. Comparable benefits and expenses
incurred for 1995 were $18.1 million. This increase is primarily due to the
increase in annuitizations discussed above.

Operating profit before intercompany eliminations decreased by $1.2
million, or approximately 17.6%, in 1996 to $5.6 million, primarily due to a
decrease in gains on the disposition of fixed maturity investments.

RWIC -- PROPERTY AND CASUALTY

RWIC gross premium writings for the six months ended June 30, 1996 were
$89.4 million as compared to $81.4 million in the first six months of 1995. This
represents an increase of $8.0 million, or 9.8%. As in prior years, the rental
industry market accounts for a significant share of total premiums,
approximately 46.0% and 41.5% in the first six months of 1996 and 1995,
respectively. These writings include U-Haul customers, fleetowners and U-Haul as
well as other rental industry insureds with similar characteristics. RWIC
continues underwriting professional reinsurance via broker markets. Premiums in
this area increased during the first six months of 1996 to $28.8 million, or
32.2% of total gross premiums, from comparable 1995 figures of $27.9 million, or
34.3% of total premiums. Premium writings in selected general agency lines are
expected to remain consistent with prior years. Premiums from selected general
agency lines accounted for 13.5% of written premiums in the first six months of
1996 as compared to 16.9% in the first six months of 1995. RWIC continued its
direct multiple peril coverage of various commercial properties and businesses
in 1996. These premiums accounted for 8.2% of the total gross written premium
during first six months of 1996, as compared to 6.3% for the first six months of
1995.

Net earned premiums increased $1.3 million, or 2.1%, to $64.8 million for
the six months ended June 30, 1996, compared with premiums of $63.5 million for
the six months ended June 30, 1995. The premium increase was primarily due to
improved processing.

Underwriting expenses incurred were $70.6 million for the six months ended
June 30, 1996, an increase of $0.7 million, or 1.0% over 1995. Comparable
underwriting expenses incurred for the first six

17
<PAGE> 18

months of 1995 were $69.9 million. The increase is attributed to increased
commission expense offset by decreased loss and loss adjusting expenses. The
increased commission expense resulted from a smaller adjustment to realize a
margin on a canceled general agency program, combined with increased acquisition
expense on assumed treaty reinsurance business. The reduction in loss and loss
adjusting expenses occurred in the rental industry liability and assumed treaty
reinsurance lines.

Net investment income was $15.2 million for the six months ended June 30,
1996, a decrease of 0.7% from the six months ended June 30, 1995 net investment
income of $15.3 million.

RWIC completed the first six months of 1996 with income before tax expense
of $9.7 million as compared to $9.6 million for the comparable period ended June
30, 1995. This represents an increase of $0.1 million, or 1.0% over 1995.
Increased premium earnings were offset by increased underwriting expenses to
produce this minimal change.

INTEREST EXPENSE

Interest expense decreased to $35.3 million for the six months ended
September 30, 1996, as compared to $35.6 million for the six months ended
September 30, 1995.

EXTRAORDINARY LOSS ON EXTINGUISHMENT OF DEBT

During the second quarter of fiscal 1997, the Company extinguished debt of
approximately $76.3 million by irrevocably placing cash into a trust of U.S.
Treasury securities to be used to satisfy scheduled payments of principal and
interest. The Company also extinguished $86.4 million of its long-term notes
originally due in fiscal 1997 through fiscal 1999. These transactions resulted
in an extraordinary loss of $2.0 million, net of tax of $1.2 million ($0.07 per
share).

RESULTS OF OPERATIONS -- CONSOLIDATED GROUP

As a result of the foregoing, pretax earnings of $126.6 million were
realized during the six months ended September 30, 1996, as compared to $78.8
million for the same period in 1995. After providing for income taxes and
extraordinary loss on the extinguishment of debt, net earnings for the six
months ended September 30, 1996 were $77.7 million, as compared to $50.5 million
for the same period of the prior year.

FISCAL YEAR ENDED MARCH 31, 1996 VERSUS FISCAL YEAR ENDED MARCH 31, 1995

U-HAUL OPERATIONS

U-Haul revenues consist of (i) total rental and other revenue and (ii) net
sales. Total rental and other revenue increased by $29.2 million, approximately
3.3%, to $912.1 million during fiscal 1996. The increase in fiscal 1996 is
primarily attributable to an increase in net revenues from the rental of moving
related equipment and self-storage facilities which increased in the aggregate
by $33.9 million to $919.1 million, as compared to $885.2 million for fiscal
1995. In excess of 53% of the rental revenue growth was realized during the
fourth quarter of fiscal 1996. Moving related rental revenues benefited from
transactional growth (volume) within the rental fleet. Revenues from the rental
of self-storage facilities were positively impacted by an increase in same store
rents realized per rentable square foot, higher management fees derived from
storage facilities managed for others and additional rentable square footage.
Other revenues decreased in the aggregate by $4.7 million.

Net sales revenues were $173.8 million for fiscal 1996, which represents an
increase of approximately 2.1% from fiscal 1995 net sales of $170.2 million.
Revenue growth from the sale of moving support items (i.e., boxes, etc.),
hitches, and propane resulted in a $9.1 million increase during the year, which
was offset by a $1.2 million decrease in revenue from gasoline sales consistent
with the Company's ongoing efforts to remove underground storage tanks and
gradually discontinue gasoline sales. Other sales decreased by $5.2 million due
to the sale of discontinued repair parts during the fourth quarter of fiscal
1995.

18
<PAGE> 19

Cost of sales was $108.7 million for fiscal 1996, which represents an
increase of approximately 16.2% from $93.5 million for fiscal 1995. This
increase in cost of sales reflects a $7.0 million increase in material costs
from the sale of moving support items, hitches, and propane as a result of
higher sales levels and an $8.1 million increase in allowances for inventory
shrinkage and other inventory adjustments.

Operating expenses increased to $726.5 million during fiscal 1996 from
$649.9 million during fiscal 1995, an increase of approximately 11.8%. The
change from the prior year primarily reflects a $53.6 million increase in rental
equipment maintenance costs related to rental fleet expansion and transactional
growth and an $18.1 million increase in personnel costs due to the increase in
rental, sales and repair activity. All other operating expense categories
increased in the aggregate by $4.9 million, approximately 2.3%, to $214.1
million.

Advertising expense increased to $38.9 million during fiscal 1996 from
$29.1 million for fiscal 1995. The increase primarily reflects a one-time
expense of $8.6 million recognized during the first quarter of fiscal 1996, due
to the adoption of Statement of Position 93-7 which requires immediate
recognition of advertising costs not qualifying as direct-response.

Depreciation expense for fiscal 1996 was $81.8 million, as compared to
$151.4 million for fiscal year 1995. During the third and fourth quarters of
fiscal 1996, based on the Company's in-depth market analysis, the Company
increased the estimated salvage value of certain rental trucks. The effect of
the change in estimate reduced depreciation expense for fiscal 1996 by $71.4
million ($35.7 million during the third quarter, $26.6 million during the fourth
quarter for the fourth quarter change and $9.1 million during the fourth quarter
for the third quarter change). The effect of the change increased net income for
fiscal year 1996 by $44.4 million.

OXFORD -- LIFE INSURANCE

Premiums from Oxford's reinsurance lines before intercompany eliminations
were $19.4 million for the year ended December 31, 1995, an increase of $2.0
million or approximately 11.5% over 1994 and accounted for 71.8% of Oxford's
premiums in 1995. These premiums are primarily from term life insurance and
deferred annuity contracts that have matured. Increases in premiums are
primarily from the anticipated increase in annuitizations as a result of the
maturing of deferred annuities and from additional production in the credit life
and credit accident and health business.

Premiums from Oxford's direct lines before intercompany eliminations were
$7.6 million in 1995, an increase of $1.4 million or 22.6% from the prior year.
This increase in direct premium is primarily attributable to the credit life and
credit accident and health business ($5.6 million in premium). Oxford's direct
business related to group life and disability coverage issued to employees of
the Company accounted for approximately 7.2% of premiums for the year ended
December 31, 1995. Other direct lines, including the credit business, accounted
for approximately 21.0% of Oxford's premiums in 1995.

Net investment income before intercompany eliminations was $16.5 million
and $14.1 million for the years ended December 31, 1995 and 1994, respectively.
This increase is due to increasing margins on the interest sensitive business.
Gains on the disposition of fixed maturity investments were $3.5 million and
$1.3 million for 1995 and 1994, respectively. Oxford reported $2.0 million and
$1.9 million of other income for 1995 and 1994, respectively.

Benefits and expenses incurred were $37.8 million for the year ended
December 31, 1995, an increase of 21.9% over 1994. Comparable benefits and
expenses incurred for 1994 were $31.0 million. This increase is primarily due to
disability, credit life and credit disability benefits incurred and an increase
in the amortization of deferred acquisition costs, primarily as a result of the
increase in realized capital gains on the disposition of fixed maturities.

Operating profit before intercompany eliminations increased by $2.9
million, or approximately 29.9%, in 1995 to $12.6 million, primarily due to the
increasing margins on the interest sensitive business and gains on the
disposition of fixed maturity investments, which were partially offset by the
increase in the amortization of deferred acquisition costs.

19
<PAGE> 20

RWIC -- PROPERTY AND CASUALTY

RWIC gross premium writings for the year ended December 31, 1995 were
$174.2 million as compared to $179.2 million in 1994. As in prior years, the
rental industry market accounts for a significant share of total premiums,
approximately 45.2% and 42.8% in 1995 and 1994, respectively. These writings
include U-Haul customers, fleetowners and U-Haul as well as other rental
industry insureds with similar characteristics. RWIC continues underwriting
professional reinsurance via broker markets. Premiums in this area decreased in
1995 to $50.1 million, or 28.7% of total gross premiums, from comparable 1994
figures of $58.3 million, or 32.5% of total premiums. This decrease can be
primarily attributed to RWIC electing not to renew several treaties because of
inadequate pricing or terms. Also contributing to the decrease was the
discontinuation of a significant fronting arrangement. Premium writings in
selected general agency lines were 16.3% of total gross written premiums in 1995
as compared to a 15.1% in 1994. RWIC expanded its direct business in 1995 to
include multiple peril coverage for a variety of commercial properties and
businesses. These premiums accounted for 9.1% of the total gross written premium
during the year ended December 31, 1995.

Net earned premiums increased $7.4 million, or 5.6%, to $140.8 million for
the year ended December 31, 1995, compared with premiums of $133.4 million for
the year ended December 31, 1994. This increase was primarily due to increased
earnings on the assumed treaty reinsurance business and the expanded commercial
coverage discussed above, offset by decreased premiums on canceled agent
programs and rental industry liability lines.

Underwriting expenses incurred were $150.9 million for the twelve months
ended December 31, 1995, an increase of $8.8 million or 6.2% over 1994. The
increase occurred in incurred loss and loss adjusting expense, offset by
decreased commissions expense. The change in incurred loss and loss adjusting
expense resulted from increases on general agency, rental industry liability and
assumed treaty reinsurance, partially offset by improved underwriting results in
other programs. The decrease in commission expense resulted from an adjustment
made to realize a margin on a canceled general agency program. The ratio of
underwriting expenses to net earned premium remained the same, 1.07, in both
1995 and 1994.

Net investment income was $29.9 million for the year ended December 31,
1995, an increase of 3.1% over 1994 net investment income of $29.0 million. The
increase is the result of favorable interest rates along with a larger portfolio
due to growth in business.

Income before tax expense was $21.4 million as compared to $23.2 million
for the comparable period ended December 1994. This represents a decrease of
$1.8 million, or 7.8% over 1994. Increased premium earnings and investment
income were offset by a disproportionate increase in underwriting expenses as
discussed above.

INTEREST EXPENSE

Interest expense decreased by $0.2 million to $67.6 million in fiscal 1996,
as compared to $67.8 million in fiscal 1995. Despite average debt levels
increasing, interest expense declined reflecting a reduction in the average cost
of funds.

RESULTS OF OPERATIONS -- CONSOLIDATED GROUP

As a result of the foregoing, pre-tax earnings of $96.2 million were
realized in fiscal 1996 as compared to $93.5 million in fiscal 1995. After
providing for income taxes, net earnings for fiscal 1996 were $60.4 million as
compared to $60.0 million for the same period of the prior year.

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<PAGE> 21

FISCAL YEAR ENDED MARCH 31, 1995 VERSUS FISCAL YEAR ENDED MARCH 31, 1994

U-HAUL OPERATIONS

U-Haul revenues consist of (i) total rental and other revenue and (ii) net
sales. Total rental and other revenue increased by $78.2 million, approximately
9.7%, to $887.6 million in fiscal 1995. The increase from fiscal 1994 is
primarily attributable to a $68.6 million increase in net revenues from the
rental of moving related equipment. Moving related revenues benefited from
transactional growth (volume) within the truck and trailer fleets. Revenues from
the rental of self-storage facilities increased by $9.7 million to $80.2 million
in fiscal 1995, an increase of approximately 13.8%. Storage revenues continue to
be positively impacted by additional rentable square footage and higher average
rental rates. Other revenue categories decreased in the aggregate by $0.1
million, with declines in general rental item revenues and other miscellaneous
revenues, offset by increases in interest income and gains on the sale of
property, plant and equipment.

Net sales were $170.2 million in fiscal 1995 which represents an increase
of approximately 9.1% from fiscal 1994 net sales of $156.0 million. Revenue
growth from moving support sale items (i.e., boxes, etc.), hitches and propane
resulted in an $11.2 million increase, offset by a $1.9 million decrease in
revenue from gasoline sales consistent with the Company's ongoing efforts to
remove underground storage tanks and gradually discontinue gasoline sales.

Cost of sales was $93.5 million in fiscal 1995, as compared to $92.2
million in fiscal 1994. The increase in cost of sales reflects increased
material costs from the sale of moving support sale items and propane, which can
be primarily attributed to higher sales levels. The increase was offset by a
reduction in the provision obsolete inventory between the two years due to
management's continued emphasis on disposing of such inventory, including the
complete liquidation of RV parts inventory during fiscal 1994. Improved margins
on hitch sales also offset the increased cost of sales.

Operating expenses increased to $649.9 million in fiscal 1995 from $602.3
million in fiscal 1994, an increase of approximately 7.9%. The change from the
prior year reflects a $36.9 million increase in rental equipment maintenance
costs. Efforts to minimize downtime, an increase in fleet size and higher
transaction levels are primarily responsible for the increase. Lease expense
declined by $17.9 million to $66.5 million reflecting lease terminations, lease
restructuring, and lower finance costs on new leases originated during the past
two years. All other operating expense categories increased in the aggregate by
$31.0 million, approximately 8.3%, to $402.5 million. These increases are
consistent with the growth in revenues.

Depreciation expense during fiscal 1995 was $151.4 million as compared to
$133.5 million in the prior year, reflecting the increase in fleet size and real
property acquisitions.

OXFORD -- LIFE INSURANCE

Premiums from Oxford's reinsurance lines before intercompany eliminations
were $17.4 million for the year ended December 31, 1994, an increase of $1.6
million, approximately 10.1% over 1993 and accounted for 73.8% of Oxford's
premiums in 1994. These premiums are primarily from term life insurance and
matured deferred annuity contracts. Increases in premiums are primarily from the
anticipated increase in annuitizations as a result of the maturing of deferred
annuities.

Premiums from Oxford's direct lines before intercompany eliminations were
$6.2 million in 1994, an increase of $4.2 million, or 210% from the prior year.
This increase in direct premium revenues is primarily attributable to Oxford's
entrance into the credit life and credit accident and health business ($4.4
million in premium revenues). Oxford's direct business related to group life and
disability coverage issued to employees of the Company accounted for
approximately 7.2% of premiums for the year ended December 31, 1994. Other
direct lines, including the credit business, accounted for approximately 19.0%
of Oxford's premiums in 1994.

21
<PAGE> 22

Net investment income before intercompany eliminations was $14.1 million
and $12.6 million for the years ended December 31, 1994 and 1993, respectively.
This increase is due to increasing margins on the interest sensitive business.
Gains on the disposition of fixed maturity investments were $1.3 million and
$2.1 million for 1994 and 1993, respectively. Oxford had $1.9 million and $1.8
million of other income for 1994 and 1993, respectively.

Benefits and expenses incurred were $31.0 million for the year ended
December 31, 1994, an increase of 27.0% over 1993. Comparable benefits and
expenses incurred for 1993 were $24.4 million. This increase is primarily due to
the increase in reserves caused by the increase in annuitizations discussed
above.

Operating profit before intercompany eliminations decreased by $0.1
million, or approximately 1.0%, in 1994 to $9.7 million, primarily due to the
decrease in gains on sale of fixed maturity investments. Such decrease was
partially offset by the increasing margins on the interest sensitive business.

RWIC -- PROPERTY AND CASUALTY

RWIC gross premium writings for the year ended December 31, 1994 were
$179.2 million as compared to $175.1 million in 1993. This represents an
increase of $4.1 million, or 2.3%. As in prior years, the rental industry market
accounts for a significant share of total premiums, approximately 42.8% and
36.6% in 1994 and 1993, respectively. These writings include U-Haul customers,
fleetowners and U-Haul as well as other rental industry insureds with similar
characteristics. Growth is also occurring in selected general agency lines.
These premiums accounted for approximately 15.1% of gross written premiums for
1994, compared to 12.9% in 1993. RWIC continues underwriting professional
reinsurance via broker markets, and premiums in this area decreased in 1994 to
$58.3 million, or 32.5% of total gross premiums, from comparable 1993 figures of
$70.2 million, or 40.1% of total premiums.

Net earned premiums increased $8.0 million, or 6.38% to $133.4 million for
the year ended December 31, 1994, compared with premiums of $125.4 million for
the year ended December 31, 1993. The premium increase was primarily due to
planned increased writings in the rental industry and general agency lines.

Underwriting expenses incurred were $142.1 million for the twelve months
ended December 31, 1994, an increase of $5.6 million, or 4.1% over 1993.
Comparable underwriting expenses incurred for 1993 were $136.5 million. The
increase in underwriting expenses is due to the larger premium volume being
written in 1994, which increased acquisition costs and commensurate reserves.
The ratio of underwriting expenses to net earned premiums decreased from 1.09 in
1993 to 1.07 in 1994. This improvement is primarily attributable to improved
loss experience combined with continued market rate strength which affects the
Company's assumed reinsurance area.

Net investment income was $29.0 million for the year ended December 31,
1994, an increase of 5.8% over 1993 net investment income of $27.4 million. The
increase is due to an increased asset base generated from larger premium volume.

RWIC completed 1994 with income before taxes before intercompany
eliminations of $23.2 million as compared to $19.9 million for the comparable
period ended December 1993. This represents an increase of $3.3 million or 16.6%
over 1993. Improved underwriting results in the Company's assumed reinsurance
area was offset by declines in its workers' compensation and rental industry
liability lines.

INTEREST EXPENSE

Interest expense decreased by $1.0 million to $67.8 million in fiscal 1995,
as compared to $68.8 million in fiscal 1994. While average debt levels
outstanding increased, the decrease in interest expense reflects a reduction in
the average cost of funds.

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<PAGE> 23

EXTRAORDINARY LOSS ON EXTINGUISHMENT OF DEBT

During the first and third quarters of fiscal 1994, the Company
extinguished $25.2 million of its medium-term notes originally due in fiscal
1995 through 2000. The weighted average rate of the notes purchased was 9.34%.
The purchase resulted in an extraordinary charge of $1.9 million, net of $1.0
million of tax benefit.

During the fourth quarter of fiscal 1994, the Company terminated swaps with
a notional value of $77.0 million originally due in fiscal 1995. The
terminations resulted in an extraordinary charge of $1.5 million, net of $0.8
million of tax benefit.

RESULTS OF OPERATIONS -- CONSOLIDATED GROUP

As a result of the foregoing, pre-tax earnings of $93.5 million were
realized in fiscal 1995 as compared to $66.5 million in fiscal 1994. After
providing for income taxes, net earnings for fiscal 1995 were $60.0 million as
compared to $40.2 million for the same period of the prior year. The
consolidated results for the prior year reflect a cumulative effect adjustment
resulting from the adoption of Statement of Accounting Standards No. 106
"Employers' Accounting for Postretirement Benefits Other Than Pensions" and
extraordinary costs associated with early extinguishment of debt.

QUARTERLY RESULTS

The following table presents unaudited quarterly results for the ten
quarters in the period beginning April 1, 1994 and ending September 30, 1996.
The Company believes that all necessary adjustments have been included in the
amounts stated below to present fairly, and in accordance with generally
accepted accounting principles, the selected quarterly information when read in
conjunction with the consolidated financial statements included or incorporated
herein by reference. The Company's U-Haul rental operations are seasonal and
proportionally more of the Company's revenues and net earnings from its U-Haul
rental operations are generated in the first and second quarters of each fiscal
year (April through September). The operating results for the periods presented
are not necessarily indicative of results for any future period (in thousands
except for per share data).

<TABLE>
<CAPTION>
QUARTER ENDED
-----------------------------
JUNE 30, SEPT. 30,
1996 1996
------------ ------------
<S> <C> <C>
Total revenues................... $ 359,708 $ 400,428
Net earnings (loss).............. 40,005 37,737
Weighted average common shares
outstanding(4)................. 32,015,301 27,675,192
Net earnings (loss) per common
share(1)(4)(5)................. 1.15 1.22
</TABLE>

<TABLE>
<CAPTION>
QUARTER ENDED
---------------------------------------------------------------
JUNE 30, SEPT. 30, DEC. 31, MARCH 31,
1995 1995 1995 1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Total revenues................... $ 330,509 371,267 307,452 285,195
Net earnings (loss)(2)(3)........ 15,177 35,332 7,701 2,184
Weighted average common shares
outstanding(4)................. 37,958,426 37,905,225 36,796,961 32,554,458
Net earnings (loss) per common
share(1)(4).................... 0.31 0.85 0.13 (0.04)
</TABLE>

23
<PAGE> 24

<TABLE>
<CAPTION>
QUARTER ENDED
---------------------------------------------------------------
JUNE 30, SEPT. 30, DEC. 31, MARCH 31,
1994 1994 1994 1995
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Total revenues................... $ 322,333 359,520 294,858 259,521
Net earnings (loss).............. 29,413 40,071 1,907 (11,359)
Weighted average common shares
outstanding.................... 37,107,536 37,053,707 37,025,575 38,072,543
Net earnings (loss) per common
share(1)....................... 0.71 1.00 (0.04) (0.44)
</TABLE>

- ---------------

(1) Net earnings (loss) per common share amounts were computed after giving
effect to the dividend on the Company's Series A Preferred Stock.

(2) Reflects the adoption of Statement of Position 93-7 "Reporting on
Advertising Costs" in the first quarter of fiscal 1996.

(3) Reflects the change in estimated salvage value during the third and fourth
quarters of fiscal 1996.

(4) Reflects the acquisition of treasury shares acquired pursuant to the Shoen
Litigation.

(5) During fiscal 1997, the Company extinguished $76.3 million of debt and $86.4
million of its long-term notes originally due in fiscal 1997 through fiscal
1999. This resulted in an extraordinary charge of $2.0 million, net of a
$1.2 million tax benefit.

LIQUIDITY AND CAPITAL RESOURCES

U-HAUL OPERATIONS

To meet the needs of its customers, U-Haul must maintain a large inventory
of fixed asset rental items. At September 30, 1996, net property, plant and
equipment represented approximately 65.7% of total U-Haul assets and
approximately 44.5% of consolidated assets. During the first six months of
fiscal 1997, capital expenditures were $134.2 million, as compared to $143.1
million during the first six months of fiscal 1996, reflecting expansion of the
rental truck fleet, and real property acquisitions. These acquisitions were
funded with internally generated funds from operations, operating leases, equity
placement, and debt financings.

Cash flows from operations were $104.5 million during the first six months
of fiscal 1997, as compared to $146.6 million during the first six months of
fiscal 1996. The decrease of $42.1 million is primarily due to an increase in
other assets offset by increased earnings and the sale of mortgage note
receivables. Cash flows from investing activities were affected by the sale and
subsequent leaseback of rental trailers for net proceeds of $97.4 million.

OXFORD -- LIFE INSURANCE

Oxford's primary sources of cash are premiums, receipts from
interest-sensitive products and investment income. The primary uses of cash are
operating costs and benefit payments to policyholders. Matching the investment
portfolio to the cash flow demands of the types of insurance being written is an
important consideration. Benefit and claim statistics are continually monitored
to provide projections of future cash requirements.

Cash provided by operating activities were $9.3 million and $5.1 million
for the six months ended June 30, 1996 and 1995, respectively. Cash flows from
financing activities were $22.7 million and $62.1 million for the six months
ended June 30, 1996 and 1995, respectively. Cash flows from deferred annuity
sales increase investment contract deposits which are a component of financing
activities, as well as the purchase of fixed maturities which are a component of
investing activities. In addition to cash flows from operating and financing
activities, a substantial amount of liquid funds is available through Oxford's
short-

24
<PAGE> 25

term portfolio. At June 30, 1996 and 1995, short-term investments amounted to
$9.5 million and $18.0 million, respectively. Management believes that the
overall sources of liquidity will continue to meet foreseeable cash needs.

Stockholder's equity of Oxford decreased to $97.3 million in 1996 from
$99.6 million in 1995. During the six months ended June 30, 1996, Oxford paid
dividends to Ponderosa of $3.9 million.

Applicable laws and regulations of the State of Arizona require the
Company's insurance subsidiaries to maintain minimum capital determined in
accordance with statutory accounting practices in the amount of $400,000. In
addition, the amount of dividends that can be paid to stockholders by insurance
companies domiciled in the State of Arizona is limited. Any dividend in excess
of the limit requires prior regulatory approval. Statutory surplus that can be
distributed as dividends without prior regulatory approval is $7,080,000. These
restrictions are not expected to have a material adverse effect on the ability
of the Company to meet its cash obligations.

RWIC -- PROPERTY AND CASUALTY

Cash flows from operating activities decreased $12.5 million during the six
months ended June 30, 1996, as compared to an increase of $0.1 million for the
comparable period of 1995. The change is due to temporary increases in accounts
receivable and due from affiliates.

RWIC's short-term investment portfolio was $4.5 million at June 30, 1996.
This level of liquid assets is adequate to meet periodic needs as well as any
near term shortfall. This balance also reflects funds in transition from
maturity proceeds to long-term investments. The structure of the long-term
portfolio is designed to match future cash needs. Capital and operating budgets
allow RWIC to accurately schedule cash needs.

RWIC maintains a diversified investment portfolio. Approximately 96.6% of
the portfolio consists of investment grade securities. The maturity distribution
is designed to provide sufficient liquidity to meet future cash needs. Current
liquidity is adequate, with current invested assets equal to 94.9% of total
liabilities.

Stockholder's equity increased 2.4% from $188.2 million at December 31,
1995 to $192.7 million at June 30, 1996. RWIC considers current stockholder's
equity to be adequate to support future growth and absorb unforeseen risk
events. RWIC does not use debt or equity issues to increase capital and
therefore has no exposure to capital market conditions. RWIC paid no
stockholder's dividends during the six months ended June 30, 1996, however it
did declare a $6.7 million dividend to Ponderosa.

CONSOLIDATED GROUP

At September 30, 1996, total notes and loans payable outstanding was $940.3
million as compared to $998.2 million at March 31, 1996, and $796.7 million at
September 30, 1995.

During each of the fiscal years ending March 31, 1997, 1998, and 1999,
U-Haul estimates gross capital expenditures will average approximately $290
million as a result of the expansion of the rental truck fleet and self-storage
operation. This level of capital expenditures, combined with an average of
approximately $100 million in annual long-term debt maturities during this same
period, are expected to create annual average funding needs of approximately
$390 million. Management estimates that U-Haul will fund approximately 75% of
these requirements with internally generated funds, including proceeds from the
disposition of older trucks and other asset sales. The remainder of the
anticipated capital expenditures are expected to be financed through existing
credit facilities, new debt placements, lease fundings, and equity offerings.

On August 30, 1996, the Company issued 100,000 shares of its Series B
Preferred Stock with no par value for $100 million. Dividends are cumulative
with the rate being reset quarterly and have priority as to

25
<PAGE> 26

dividends over the Company's common stock. The Series B Preferred will be
convertible, in certain events, at the holder's option, into either shares of
the Company's Series B Common Stock, $0.25 par value or all of the outstanding
shares of Picacho Peak Investment Co., a subsidiary of AMERCO.

On October 1, 1996, the Company paid the last portion of a total of
approximately $448.1 million to the plaintiffs (non-management members of the
Shoen family and their affiliates) in a long-standing legal dispute involving
the Shoen family and related to control of the Company. As a result, the
plaintiffs in the Shoen Litigation were required to transfer all of their
18,254,976 shares of Common Stock to the Company. The Company plans to deduct
for income tax purposes approximately $324.0 million of the payments made to the
plaintiffs, which will reduce the Company's income tax liability. While the
Company believes that such income tax deductions are appropriate, there can be
no assurance that such deductions ultimately will be allowed in full.

Since the current management was put in place in 1987, the Company has
pursued a strategic plan that emphasizes its core do-it-yourself rental, moving
and storage business. Consistent with its strategic plan, the Company has
engaged an investment banking firm to explore various alternatives with regard
to Oxford, its life insurance subsidiary. Such alternatives may include
strategic alliances with other insurance companies or Oxford's possible sale.

CREDIT AGREEMENTS

The Company's operations are funded by various credit and financing
arrangements, including unsecured long-term borrowings, unsecured medium-term
notes, and revolving lines of credit with domestic and foreign banks.
Principally to finance its fleet of trucks and trailers, the Company routinely
enters into sale and leaseback transactions. As of September 30, 1996, the
Company had $940.3 million in total notes and loans payable outstanding and
unutilized committed lines of credit of approximately $382.0 million.

In May 1996, the Company issued $175.0 million of 7.85% Senior Notes Due
May 15, 2003. The Company has applied and will continue to apply the net
proceeds from the sale of the notes to pay down, at maturity, a portion of the
Company's long-term debt.

Certain of the Company's credit agreements contain restrictive financial
and other covenants, including, among others, covenants with respect to
incurring additional indebtedness, maintaining certain financial ratios, and
placing certain additional liens on its properties and assets. At September 30,
1996, the Company was in compliance with these covenants.

The Company is restricted in the issuance of certain types of preferred
stock. The Company is prohibited from issuing shares of preferred stock that
provide for any mandatory redemption, sinking fund payment, or mandatory
prepayment, or that allow the holders thereof to require the Company or a
subsidiary of the Company to repurchase such preferred stock at the option of
such holders or upon the occurrence of any event or events without the consent
of its lenders.

OTHER

Statement of Financial Accounting Standards No. 114, "Accounting by
Creditors for Impairment of a Loan", was issued by the Financial Accounting
Standards Board in May 1993. This standard is effective for years beginning
after December 15, 1994. The standard requires that an impaired loan's fair
value be measured and compared to the recorded investment in the loan. If the
fair value of the loan is less than the recorded investment in the loan, a
valuation allowance is established. The Company adopted this statement during
the first quarter of fiscal 1996, with no material impact on its financial
condition or result of operations.

Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of",
was issued by the Financial Accounting Standards

26
<PAGE> 27

Board in March 1995. This standard is effective for fiscal years beginning after
December 15, 1995, and establishes accounting standards for the impairment of
long-lived assets, certain identifiable intangibles, and goodwill related to
those assets to be held and used and for long-lived assets and certain
identifiable intangibles to be disposed of. This Statement requires that
long-lived assets and certain identifiable intangibles to be held and used by an
entity be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. In
performing the review for recoverability, the entity should estimate the future
cash flows expected to result from the use of the asset and its eventual
disposition. If the sum of the expected future cash flows (undiscounted and
without interest charges) is less than the carrying amount of the asset, an
impairment loss is recognized. Otherwise, an impairment loss is not recognized.
Measurement of an impairment loss for long-lived assets and identifiable
intangibles that an entity expects to hold and use should be based on the fair
value of the asset. The adoption of this statement had no impact on the
financial condition or results of operations of the Company.

Statement of Financial Accounting Standards No. 123 "Accounting for
Stock-Based Compensation," was issued by the Financial Accounting Standards
Board in October 1995. This standard is effective for transactions entered into
in fiscal years that begin after December 15, 1995, and establishes a fair
value-based method of accounting for stock options and other equity instruments.
Under the fair value-based method of accounting, compensation cost is measured
at the grant date based on the fair value of the award and is recognized over
the service period. For stock options, fair value is determined using an
option-pricing model that takes into account as of the grant date, the exercise
price and expected life of the option, the current price of the underlying stock
and its expected volatility, the expected dividends on the stock and the
risk-free interest rate for the expected term of the option. The Company has a
stock option plan, but to date no stock options have been granted. The adoption
of this statement is not expected to have a material effect on the Company's
financial statements.

Statement of Position 93-7, "Reporting on Advertising Costs", was issued by
the Accounting Standards Executive Committee in December 1993. This statement of
position provides guidance on financial reporting on advertising costs in annual
financial statements. The statement of position requires reporting advertising
costs as expenses when incurred or when the advertising first takes place,
reporting the costs of direct-response advertising, and amortizing (over the
estimated period of benefit) the costs of direct-response advertising reported
as assets. The Company had been recording yellow page directory costs as
deferred assets and amortizing the costs over the duration of each listing. The
majority of listings last one year. The Company adopted this statement effective
April 1, 1995 recognizing additional advertising expense of $8.6 million upon
implementation. The adoption had the effect of reducing net income by $5.5
million ($0.15 per share) for the fiscal year ended March 31, 1996.

Other pronouncements issued by the Financial Accounting Standards Board
with future effective dates are either not applicable or not material to the
consolidated financial statements of the Company.

IMPACT OF INFLATION

Inflation has had no material financial effect on the Company's results of
operations in the years discussed.

27
<PAGE> 28

BUSINESS

HISTORY

The Company was founded in 1945 under the name "U-Haul Trailer Rental
Company". From 1945 to 1975, the Company rented trailers and trucks on a one-way
and in-town basis through independent dealers (at that time principally
independent gasoline service stations). Since 1974, the Company has developed a
network of Company-owned rental centers ("U-Haul Centers") through which U-Haul
rents its trucks and trailers and provides a number of other related products
and services and has expanded the number and geographic diversity of its
independent dealers. At September 30, 1996, the Company's distribution network
included approximately 1,077 U-Haul Centers and approximately 13,500 independent
dealers.

In March 1974, in conjunction with the acquisition and construction of
U-Haul Centers, the Company entered the self-storage business. As of September
30, 1996, approximately 81% of the Company's U-Haul Centers were located at or
near U-Haul self-storage locations. Beginning in 1974, the Company introduced
the sale and installation of hitches and towing systems, as well as the sale of
support items such as packing and moving aids. During 1983, the Company expanded
its range of do-it-yourself rental products to include tools and equipment for
the homeowner and small contractor and other general rental items.

In 1969, the Company acquired Oxford to provide employee health and life
insurance for the Company in a cost-effective manner. In 1973, the Company
formed RWIC to provide automobile liability insurance for the U-Haul truck and
trailer rental customers.

Commencing in 1987, the Company began the implementation of a strategic
plan designed to emphasize reinvestment in its core do-it-yourself rental,
moving, and storage business. The plan included a fleet renewal program (see
"Business -- U-Haul Operations -- Rental Equipment Fleet"), and provided for the
discontinuation of certain unprofitable and unrelated operations. As part of its
plan, the Company discontinued the operation of its full-service moving van
lines, initiated the phase out of its recreational vehicle rental operations,
and began the disposition of its recreational vehicle rental fleet. The
disposition of the moving van lines' assets and the recreational vehicle rental
fleet was completed in 1988 and 1992, respectively. The Company also eliminated
various types of rental equipment and closed certain warehouses and repair
facilities. The Company believes that its refocused business strategy enabled
U-Haul to generate higher revenues and to achieve significant cost savings.

Since 1987, the Company has sold surplus real estate assets with a book
value of approximately $44.5 million for total proceeds of approximately $96.3
million.

In 1990, the Company reorganized its operations into separate legal
entities, each with its own operating, financial, and investment strategies. The
reorganization separated the Company into three parts: U-Haul rental operations,
insurance, and real estate. The purpose of the reorganization was to increase
management accountability and to allow the allocation of capital based on
defined performance measurements.

BUSINESS STRATEGY

U-HAUL OPERATIONS

28
<PAGE> 29

in the fleet renewal program have been designed with the do-it-yourself customer
in mind to include features such as low decks, air conditioning, power steering,
automatic transmissions, soft suspensions, AM/FM cassette stereo systems, and
over-the-cab storage. The Company has introduced certain insurance products,
including "Safemove(R)" and "Safestor(R)", to provide the do-it-yourself mover
with certain moving-related insurance coverage. In addition, the Company's
self-storage facilities provide many rental customers the option of storing
their possessions at either their points of departure or destination.

Since 1990, U-Haul has replaced approximately 66% of its trailer fleet with
new, more aerodynamically designed trailers better suited to the low height
profile of many newly manufactured automobiles. Given the mechanical simplicity
of a trailer relative to a truck as well as a trailer's longer useful life, the
Company expects to replace trailers only as necessary.

INSURANCE OPERATIONS

Oxford's business strategy emphasizes long-term capital growth funded
through earnings from reinsurance and investment activities. In the past, Oxford
has selectively reinsured life, health, and annuity-type insurance products.
Oxford anticipates pursuing its growth strategy by providing reinsurance
facilities to well-managed insurance or reinsurance companies which offer
similar products and are in need of additional capital, either as a result of
rapid growth or regulatory demands, or are interested in divesting non-core
business lines. Consistent with its strategic plan, the Company has engaged an
investment banking firm to explore various alternatives with regard to Oxford.
Such alternatives may include strategic alliances with other insurance companies
or Oxford's possible sale.

U-HAUL OPERATIONS

GENERAL

The Company's do-it-yourself moving business operates under the U-Haul name
through an extensive and geographically diverse distribution network of
Company-owned U-Haul Centers and independent dealers throughout the United
States and Canada.

Substantially all of the Company's rental revenue is derived from
do-it-yourself moving customers. Other occasional use customers provide the
remaining rental revenue. Moving rentals include: (i) in-town rentals, where the
equipment is returned to the originating U-Haul Center or independent dealer and
(ii) one-way rentals, where the equipment is returned to a U-Haul Center or
independent dealer in another city. Typically, the number of in-town(R) rental
transactions is substantially greater than the number

29
<PAGE> 30

of one-way rental transactions. However, total revenues generated by one-way
transactions typically exceed total revenues from in-town rental transactions.

As part of the Company's integrated approach to the do-it-yourself moving
market, U-Haul has a variety of product offerings. U-Haul's "Moving Made
Easier(R)" program is designed to offer clean, well-maintained rental trucks and
trailers at a price the customer can afford and to provide support items such as
furniture pads, hand trucks, appliance and utility dollies, mirrors, tow bars,
tow dollies, and bumper hitches. The Company also sells boxes, tape, and
packaging materials and rents additional items such as floor polishers and
carpet cleaning equipment at its U-Haul Center locations. U-Haul Centers also
sell and install hitches, sell propane, and some of them sell gasoline. U-Haul
sells insurance packages such as (i) "Safemove(R)", which provides moving
customers with a damage waiver, cargo protection, and medical and life coverage,
and (ii) "Safestor(R)", which provides self-storage rental customers with
various insurance coverages.

The U-Haul truck and trailer rental business tends to be seasonal with
proportionally more transactions and revenues generated in the spring and summer
months than during the balance of the year. The Company attributes this
seasonality to the preference of do-it-yourself movers to move during this time.
Also, consistent with do-it-yourself mover preferences, the number of rental
transactions tends to be higher on weekends than on weekdays.

RENTAL EQUIPMENT FLEET

As of September 30, 1996, U-Haul's rental equipment fleet consisted of
approximately 87,000 trucks, approximately 88,000 trailers, and approximately
15,000 tow dollies. Rental trucks are offered in five sizes and range in size
from the ten-foot "Mini-Mover(R)" to the twenty-six-foot "Super-Mover(R)". In
addition, U-Haul offers pick-up trucks and cargo vans at many of its locations.
Trailers range between six feet and twelve feet in length and are offered in
both open and closed box configurations.

DISTRIBUTION NETWORK

The Company's U-Haul products and services are marketed across the United
States and Canada through 1,077 Company-owned U-Haul Centers and approximately
13,500 independent dealers as of September 30, 1996. The independent dealers,
which include gasoline station operators, general equipment rental operators,
and others, rent U-Haul trucks and trailers in addition to carrying on their
principal lines of business. U-Haul Centers, however, are dedicated to the
U-Haul line of products and services. Independent dealers are commonly located
in suburban and rural markets, while U-Haul Centers are concentrated in urban
and suburban markets.

Independent dealers receive U-Haul equipment on a consignment basis and are
paid a commission on gross revenues generated from their rentals. Independent
dealers also may earn referral commissions on U-Haul products and services
provided at other U-Haul locations. The Company maintains contracts with its
independent dealers that can be canceled upon thirty days' written notice by
either party.

In addition, the Company has sought to improve the productivity of its
rental locations by installing computerized reservations and network management
systems in each U-Haul Center and with a limited number of independent dealers.
The Company believes that these systems have been a major factor in enabling the
Company to deploy equipment more effectively throughout its network of locations
and anticipates expanding these systems to cover additional independent dealers.

The Company's U-Haul Center and independent dealer network in the United
States and Canada is divided into ten districts, each supervised by an area
district vice president. Within the districts, the Company has established local
marketing companies, each of which, guided by a marketing company president, is
responsible for retail marketing at all U-Haul Centers and independent dealers
within its respective geographic area.

Although rental dealers are independent, U-Haul area field managers work
with the dealer network by reviewing each independent dealer's facilities,
auditing their activities, and providing training on

30
<PAGE> 31

securing more customers on a regular basis. In addition, the area field managers
recruit new independent dealers for expansion or replacement purposes. U-Haul
has instituted performance compensation programs that focus on accomplishment
and reward strong performers.

SELF-STORAGE BUSINESS

U-Haul entered the self-storage business in 1974 and since that time has
increased the rentable square footage of its storage locations through the
acquisition of existing facilities and new construction. In addition, the
Company has entered into management agreements to manage self-storage properties
owned by others and is expanding its ownership of self-storage facilities. The
Company also provides financing and management services for independent
self-storage businesses.

Through approximately 900 Company-owned or managed storage locations in the
United States and Canada, the Company offers for rent more than 18.9 million
square feet of self-storage space as of September 30, 1996. The Company's
self-storage facility locations range in size from 1,000 to 149,000 square feet
of storage space, with individual storage spaces ranging in size from 16 square
feet to 200 square feet.

The primary market for storage rooms is the storage of household goods. The
majority of customers renting storage rooms are in the process of a move. Even
with an increase of over 25,000 new and acquired storage rooms during fiscal
1996, average occupancy remained high, with rates in the mid-80% range, with
very little seasonal variation. During fiscal 1996 and fiscal 1995, delinquent
rentals as a percentage of total storage rentals were approximately 6% in each
year. The Company considers this rate to be satisfactory.

EQUIPMENT DESIGN, MANUFACTURE AND MAINTENANCE

The Company designs and manufactures its truck van boxes, trailers, and
various other support rental equipment items. With the needs of the
do-it-yourself moving customer in mind, the Company's equipment is designed to
achieve high safety standards, simplicity of operation, reliability,
convenience, durability, and fuel economy. Truck chassis are manufactured to
Company specifications by both foreign and domestic truck manufacturers. These
chassis receive certain post-delivery modifications and are joined with van
boxes at seven Company-owned manufacturing and assembly facilities in the United
States.

The Company services and maintains its trucks and trailers through an
extensive preventive maintenance program. Regular vehicle maintenance is
generally performed at Company-owned facilities located throughout the United
States and Canada. Major repairs are performed either by the chassis
manufacturers' dealers or by Company-owned repair shops. To the extent
available, the Company takes advantage of manufacturers' warranties.

COMPETITION

The do-it-yourself moving truck and trailer rental market is highly
competitive and dominated by national operators in both the in-town and one-way
markets. These competitors include Ryder Consumer Truck Rentals, Penske Truck
Leasing, and Budget Rent-A-Car. Management believes that there are two distinct
users of rental trucks: commercial users and do-it-yourself users. As noted
above, the Company focuses on the do-it-yourself mover. The Company believes
that the principal competitive factors are price, convenience of rental
locations, and availability of quality rental equipment.

The self-storage industry is also highly competitive. The top three
national firms, including the Company, Public Storage and Shurgard, only account
for ten percent of total industry square footage. Efficient management of
occupancy and delinquency rates, as well as price and convenience, are key
competitive factors.

31
<PAGE> 32

EMPLOYEES

For the period ended September 30, 1996, the Company's non-seasonal
workforce consisted of approximately 13,200 employees comprised of approximately
39% part-time and 61% full-time employees. During the summer months, the Company
increases its workforce by approximately 1,750 employees and the percentage of
part-time employees increases to approximately 42% of the total workforce. The
Company's employees are non-unionized, and management believes that its
relations with its employees are satisfactory.

INSURANCE OPERATIONS

OXFORD -- LIFE INSURANCE

Oxford underwrites life, health and annuity insurance, both as a direct
writer and as an assuming reinsurer. Oxford's direct writings are primarily
related to the underwriting of credit life and accident and health business
which accounted for 20.8% of Oxford's premium revenues for the year ended
December 31, 1995. Oxford's other direct lines are related to group life and
disability coverage issued to employees of the Company. For the year ended
December 31, 1995, approximately 7.2% of Oxford's premium revenues resulted from
business with the Company. In addition, direct premium revenue includes
individual life insurance acquired from other insurers. Oxford administers the
Company's self-insured group health and dental plans.

Oxford's reinsurance assumed lines, which accounted for approximately 71.8%
of Oxford's premium revenues for the year ended December 31, 1995, include
individual life insurance coverage, annuity coverages, excess loss health
insurance coverage, credit life, credit accident and health, and short-term
travel accident coverage. These reinsurance arrangements are entered into with
unaffiliated insurers, except for travel accident products reinsured from RWIC.

RWIC -- PROPERTY AND CASUALTY

RWIC's underwriting activities consist of three basic areas: U-Haul and
U-Haul-affiliated underwriting, direct underwriting, and assumed reinsurance
underwriting. U-Haul underwritings include coverage for U-Haul and U-Haul
employees, and U-Haul-affiliated underwritings consist primarily of coverage for
U-Haul customers. For the year ended December 31, 1995, approximately 39% of
RWIC's written premiums relate to insurance underwriting activities involving
U-Haul and its affiliates. RWIC's direct underwriting is done through home
office underwriters and selected general agents. The products provided include
liability coverage for rental vehicle lessees and storage rental properties, and
coverage for commercial multiple peril and excess workers' compensation. RWIC's
assumed reinsurance underwriting is done via broker markets and includes, among
other things, reinsurance of municipal bond insurance written through MBIA, Inc.

RWIC's liability for unpaid losses is based on estimates of the ultimate
cost of settling claims reported prior to the end of the accounting period,
estimates of reinsurers and estimates of incurred but unreported losses which
are based on RWIC's experience and insurance industry historical experience.
Unpaid loss adjustment expenses are based on historical ratios of loss
adjustment expense paid to losses paid.

The liabilities are estimates of the amount necessary to settle all claims
as of the date of the stated reserves and all incurred but not reported claims.
RWIC updates the reserves as additional facts regarding claims become available.
In addition, court decisions, economic conditions and public attitudes impact
the estimation of reserves and also the ultimate cost of claims. In estimating
reserves, no attempt is made to isolate inflation from the combined effect of
numerous factors including inflation. Unpaid losses and unpaid loss expenses are
not discounted.

RWIC's unpaid loss and loss expenses are certified annually by an
independent actuarial consulting firm as required by state regulation.

32
<PAGE> 33

Activity in the liability for unpaid claims and claim adjustment expenses
is summarized as follows:

<TABLE>
<CAPTION>
1995 1994 1993
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Balance at January 1............................ $329,741 $314,482 $320,509
Less reinsurance recoverable.................. 74,663 76,111 81,747
-------- -------- --------
Net balance at January 1........................ 255,078 238,371 238,762
Incurred related to:
Current year.................................. 114,110 102,782 91,044
Prior years................................... 8,292 6,576 12,688
-------- -------- --------
Total incurred.................................. 122,402 109,358 103,732
Paid related to:
Current year.................................. 22,576 22,269 20,200
Prior years................................... 86,796 70,382 83,923
-------- -------- --------
Total paid...................................... 109,372 92,651 104,123
Net balance at December 31...................... 268,108 255,078 238,371
Plus reinsurance recoverable.................. 73,873 74,663 76,111
-------- -------- --------
Balance at December 31.......................... $341,981 $329,741 $314,482
======== ======== ========
</TABLE>

As a result of changes in estimates of insured events in prior years, the
provision for unpaid loss and loss adjustment expenses (net of reinsurance
recoveries of $26.7 million and $26.5 million in 1995 and 1994, respectively)
increased by $8.3 million and $6.6 million in 1995 and 1994, respectively,
because of higher than anticipated losses and related expenses for claims
associated with assumed reinsurance and certain retrospectively rated policies.

The table on the next page illustrates the change in unpaid loss and loss
adjustment expenses. The first line shows the reserves as originally reported at
the end of the stated year. The second section, reading down, shows the
cumulative amounts paid as of the end of successive years with respect to that
reserve. The third section, reading down, shows revised estimates of the
original recorded reserve as of the end of successive years. The last section
compares the latest revised estimated reserve amount to the reserve amount as
originally established. This last section is cumulative and should not be
summed.

33
<PAGE> 34

UNPAID LOSS AND LOSS ADJUSTMENT EXPENSES

<TABLE>
<CAPTION>
DECEMBER 31
----------------------------------------------------
1985 1986 1987 1988 1989
-------- -------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Adjustment Expenses: ............ $123,342 $146,391 $168,688 $199,380 $207,939
Paid (Cumulative) as of:
One year later................ 41,170 54,627 49,681 59,111 50,992
Two years later............... 77,697 92,748 91,597 89,850 87,850
Three years later............. 105,160 124,278 110,834 114,979 116,043
Four years later.............. 126,734 137,744 129,261 133,466 132,703
Five years later.............. 133,421 151,354 142,618 145,864 142,159
Six years later............... 142,909 161,447 152,579 153,705 151,227
Seven years later............. 151,379 169,601 158,531 161,498
Eight years later............. 158,728 173,666 165,021
Nine years later.............. 162,082 178,101
Ten years later............... 165,923
Reserve Reestimated as of:
One year later................ 138,287 167,211 187,663 200,888 206,701
Two years later............... 147,968 192,272 190,715 202,687 206,219
Three years later............. 168,096 192,670 194,280 203,343 199,925
Four years later.............. 168,040 199,576 195,917 199,304 198,986
Five years later.............. 175,283 201,303 195,203 200,050 197,890
Six years later............... 178,232 202,020 196,176 198,001 194,601
Seven years later............. 182,257 202,984 196,770 197,112
Eight years later............. 184,266 202,654 196,072
Nine years later.............. 187,247 203,285
Ten years later............... 188,301

Initial Reserve in Excess of
(Less than) Reestimated
Reserve:
Amount (Cumulative).............. $(64,959) $(56,894) $(27,384) $ 2,268 $ 13,338

<CAPTION>
DECEMBER 31
---------------------------------------------------------------
1990 1991 1992 1993 1994 1995
-------- -------- -------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Adjustment Expenses: ............ $226,324 $236,019 $238,762 $314,482 $329,741 $341,981
Paid (Cumulative) as of:
One year later................ 55,128 65,532 83,923 70,382 86,796
Two years later............... 97,014 105,432 123,310 115,467
Three years later............. 120,994 126,390 153,030
Four years later.............. 133,338 143,433
Five years later.............. 144,764
Six years later...............
Seven years later.............
Eight years later.............
Nine years later..............
Ten years later...............
Reserve Reestimated as of:
One year later................ 229,447 231,779 251,450 321,058 338,033
Two years later............... 221,450 224,783 254,532 323,368
Three years later............. 211,998 223,403 253,844
Four years later.............. 207,642 214,854
Five years later.............. 200,629
Six years later...............
Seven years later.............
Eight years later.............
Nine years later..............
Ten years later...............

Initial Reserve in Excess of
(Less than) Reestimated
Reserve:
Amount (Cumulative).............. $ 25,695 $ 21,165 $(15,082) $ (8,886) $ (8,292)
</TABLE>

The operating results of the property and casualty insurance industry,
including RWIC, are subject to significant fluctuations due to numerous factors,
including premium rate competition, catastrophic and unpredictable events
(including man-made and natural disasters), general economic and social
conditions, interest rates, investment returns, changes in tax laws, regulatory
developments, and the ability to accurately estimate liabilities for unpaid
losses and loss adjustment expenses.

INVESTMENTS

Oxford's and RWIC's investments must comply with the insurance laws of the
State of Arizona where the companies are domiciled. These laws prescribe the
type, quality, and concentration of investments that may be made. In general,
these laws permit investments in federal, state, and municipal obligations,
corporate bonds, preferred and common stocks, real estate mortgages, and real
estate, within specified limits and subject to certain qualifications. Moreover,
in order to be considered an acceptable reinsurer by cedents and intermediaries,
a reinsurer must offer financial security. The quality and liquidity of invested
assets are important considerations in determining such security.

The investment philosophies of Oxford and RWIC emphasize protection of
principal through the purchase of investment grade fixed income securities.
Approximately 97% of Oxford's portfolio and 98% of RWIC's portfolio consist of
investment grade (NAIC-2 or greater) fixed income securities. The maturity
distributions are designed to provide sufficient liquidity to meet future cash
needs.

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<PAGE> 35

REINSURANCE

The Company's insurance operations assume and cede insurance from and to
other insurers and members of various reinsurance pools and associations.
Reinsurance arrangements are utilized to provide greater diversification of risk
and to minimize exposure on large risks. However, the original insurer remains
liable should the assuming insurer not be able to meet its obligations under the
reinsurance agreements.

REGULATION

The Company's insurance subsidiaries are subject to considerable regulation
and supervision in the states in which they transact business. The purpose of
such regulation and supervision is primarily to provide safeguards for
policyholders. As a result of federal legislation, the primary regulation of the
insurance industry is performed by the states. State regulation extends to such
matters as licensing companies; restricting the types or quality of investments;
regulating capital and surplus and actuarial reserve maintenance; setting
solvency standards; requiring triennial financial examinations, market conduct
surveys, and the filing of reports on financial condition; licensing agents;
regulating aspects of the insurance companies' relationship with their agents;
restricting expenses, commissions, and new business issued; imposing
requirements relating to policy contents; restricting use of some underwriting
criteria; regulating rates, forms, and advertising; limiting the grounds for
cancellations or non-renewal of policies; regulating solicitation and
replacement practices; and specifying what constitutes unfair practices. State
laws also regulate transactions and dividends between an insurance company and
its parent or affiliates, and generally require prior approval or notification
for any change in control of the insurance subsidiary.

In the past few years, the insurance and reinsurance regulatory framework
has been subjected to increased scrutiny by the National Association of
Insurance Commissioners (the NAIC), state legislatures, insurance regulators,
and the United States Congress. State legislatures have considered or enacted
legislative proposals that alter, and in many cases increase, state authority to
regulate insurance companies and holding company systems. The NAIC and state
insurance regulators have been examining existing laws and regulations with an
emphasis on insurance company investment and solvency issues. Legislation has
been introduced in Congress that could result in the federal government assuming
some role in the regulation of the insurance industry. It is not possible to
predict the future impact of changing state and federal regulation on the
operations of Oxford and RWIC.

Oxford and RWIC have adopted the NAIC minimum risk-based capitalization
requirements for insurance companies. As of December 31, 1995, Oxford and RWIC
are in compliance with these requirements.

COMPETITION

The insurance industry is competitive. Competitors include a large number
of life insurance companies and property and casualty insurance companies, some
of which are owned by stockholders and others of which are owned by
policyholders (mutual). Many companies in competition with Oxford and RWIC have
been in business for a longer period of time or possess substantially greater
financial resources. Competition in the insurance business is based upon price,
product design, and services rendered to producers and policyholders.

AMERCO REAL ESTATE OPERATIONS

AREC owns and manages most of the Company's real estate assets, including
the Company's U-Haul Center locations. AREC has responsibility for acquiring and
developing properties suitable for new U-Haul Centers and self-storage
locations. AREC is also responsible for managing any environmental risks
associated with the Company's real estate. In addition to the U-Haul operations,
AREC actively seeks to lease or dispose of surplus properties.

35
<PAGE> 36

ENVIRONMENTAL MATTERS

UNDERGROUND STORAGE TANKS

The Company owns properties that, as of September 30, 1996, contained
approximately 660 underground storage tanks (USTs). The USTs are used to store
various petroleum products, including gasoline, fuel oil, and waste oil. The
USTs are subject to various federal, state, and local laws and regulations that
require testing and removal of leaking USTs, and remediation of polluted soils
and groundwater under certain circumstances. In addition, if leakage from USTs
has migrated, the Company may be subject to civil liability to third parties.
From April 1, 1989 through September 30, 1996, the Company incurred expenditures
totaling approximately $28.2 million for removal and remediation of 2,341 USTs,
a portion of which may be recovered from insurance and certain states' funds for
the removal of USTs. Expenditures incurred through the end of fiscal 1996 may
not be representative of future experience. However, the Company believes that
compliance with laws and regulations, and cleanup and liability costs related to
USTs will not have a material adverse effect on the Company's financial
condition or operating results.

In fiscal 1989, the Company began its current program emphasizing removal
of all but approximately 100 USTs by the year 2000. The USTs expected to remain
at the year 2000 are currently anticipated to consist primarily of waste oil
tanks not required to be removed under current laws and regulations and gasoline
tanks located at its remote rental locations where their use is deemed necessary
to service the Company's moving customers. The Company has budgeted $7.0 million
for fiscal 1997 for UST testing, removal, and remediation. Removal and
remediation costs are capitalized to the extent these costs improve the safety
or efficiency of the properties or are incurred in preparing the properties for
sale.

FEDERAL SUPERFUND SITES

The Company has been named as a "potentially responsible party" (PRP) with
respect to the disposal of hazardous wastes at fourteen federal superfund
hazardous waste sites located in eleven states. Under applicable laws and
regulations the Company could be held jointly and severally liable for the costs
to clean up these sites. Currently, the Company has entered into settlements for
nine of the sites for de minimis amounts. One of the sites has been disputed by
the Company with no response for eight years. Based upon the information
currently available to the Company regarding these fourteen sites, the current
anticipated magnitude of the cleanup, the number of PRPs, and the volumes of
hazardous waste currently anticipated to be attributed to the Company and other
PRPs, the Company believes its share of the cost of investigation and cleanup at
the fourteen superfund sites will not have a material adverse effect on the
Company's financial condition or operating results.

WASHINGTON STATE HAZARDOUS WASTE SITES

A subsidiary of U-Haul owns one property located within two different state
hazardous waste sites in the State of Washington. The property is located in
Yakima, Washington and is believed to contain elevated levels of pesticide and
other contaminant residue as a result of onsite operations conducted by one or
more former owners. The State of Washington has designated the property as a
state hazardous waste site known as the "Yakima Valley Spray Site". The
subsidiary, U-Haul Co. of Inland Northwest (Inland Northwest), has been named by
the State of Washington as a "potentially liable party" (PLP) under state law
with respect to this site, along with approximately 100 other companies and
individuals. Inland Northwest, together with eight other companies and persons,
has formed a committee that has retained an environmental consultant. The
process of site assessment on the Yakima Valley Spray Site is ongoing and, based
upon the information currently available to Inland Northwest regarding the
volume and nature of wastes present, Inland Northwest is unable to reasonably
assess the potential investigation and cleanup costs, but the costs could be
substantial. Although Inland Northwest has entered into an agreement with such
other companies and persons under which Inland Northwest has assumed
responsibility for 20% of the costs to investigate the site, no agreement among
the parties with respect to cleanup costs has been entered into at the date
hereof.

36
<PAGE> 37

In addition, Inland Northwest has been named by the State of Washington as
a PLP along with 300 other PLPs with respect to another state-listed hazardous
waste site known as the "Yakima Railroad Site". The Yakima Valley Spray Site is
located within the Yakima Railroad Site. Inland Northwest has been notified that
the Yakima Railroad Site involves potential groundwater contamination in an area
of approximately two square miles. Inland Northwest has contested its
designation as a PLP at this site, but, at the date hereof, no formal ruling has
been issued in this matter.

In February 1992, the State of Washington issued an enforcement order to
Inland Northwest and eight other parties requiring an interim remedial action
and the provision of bottled water to households that obtain drinking water from
wells within the Yakima Railroad Site. Without conceding any liability, Inland
Northwest and several of the other PLPs have implemented the bottled water
program. Over the past four years, Inland Northwest has incurred an average
annual expense of $720 for the bottled water program. The State of Washington
has stated its intention to expand the existing municipal water system to supply
municipal water to those households currently receiving bottled water, and it is
estimated that the cost thereof will be approximately $6 million, with such cost
being allocated among the 300 PLPs.

In addition, there will be costs associated with remedial measures to
address the regional groundwater contamination issue. The process of site
assessment on the Yakima Railroad Site is ongoing and, based upon the
information currently available to Inland Northwest regarding the volume and
nature of wastes present, Inland Northwest is unable to reasonably assess the
potential investigation and clean-up costs, but the costs could be substantial.
Moreover, the investigative and remedial costs incurred by the State can be
imposed upon Inland Northwest and any other PLP as a joint and several
liability. At the date of this report, other than the indication of the
expansion of the municipal water system, there has been no formal indication
from the State of Washington of its intentions regarding future cost recoveries
at the Yakima Railroad Site.

OTHER

Subsidiaries of the Company own twelve facilities that manufacture and
assemble various components of the Company's equipment. In addition, the
subsidiaries own various facilities engaged in the maintenance and servicing of
its equipment. Various individual properties owned and operated by the Company
are subject to various state and local laws and regulations relating to the
methods of disposal of solvents, tires, batteries, antifreeze, waste oils and
other materials. Compliance with these requirements is monitored and enforced at
the local level. Based upon information currently available to the Company,
compliance with these local laws and regulations has not had, and is not
expected to have, a material adverse effect on the Company's financial condition
or operating results.

AREC currently leases approximately 200 properties to various businesses.
AREC has a policy of leasing properties subject to an environmental
indemnification from the lessee for operations conducted by the lessee. It
should be recognized, however, that such indemnifications do not cover
pre-existing conditions and may be limited by the lessee's financial
capabilities. In any event, to the extent that any lessee does not perform any
of its obligations under applicable environmental laws and regulations, the
Company may remain potentially liable to governmental authorities and other
third parties for environmental conditions at the leased properties.
Furthermore, as between the Company and its lessees, disputes may arise as to
allocation of liability with respect to environmental conditions at the leased
properties.

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<PAGE> 38

MANAGEMENT

The directors and executive officers of the Company and their ages as of
December 1, 1996 are as follows:

<TABLE>
<CAPTION>
NAME AGE OFFICE
- ------------------------------------- --- --------------------------------------------
<S> <C> <C>
Edward J. Shoen...................... 47 Chairman of the Board and President
Mark V. Shoen........................ 45 Director
James P. Shoen....................... 37 Vice President and Director
William E. Carty..................... 69 Director
Aubrey K. Johnson.................... 74 Director
John M. Dodds........................ 60 Director
Richard J. Herrera................... 42 Director
Charles J. Bayer..................... 56 Director
Gary B. Horton....................... 53 Treasurer
Gary V. Klinefelter.................. 48 Secretary and General Counsel
John A. Lorentz...................... 69 Assistant Secretary
Rocky D. Wardrip..................... 39 Assistant Treasurer
George R. Olds....................... 54 Assistant Secretary
</TABLE>

Edward J. Shoen has served as Director and Chairman of the Board since
December 1986 and as President since June 1987. Mr. Shoen has been associated
with the Company since May 1971.

Mark V. Shoen has served as a Director since April 1990. He served from
December 1990 to September 1994 as Executive Vice President of Product for
U-Haul. He has served as President, Phoenix Operation, from September 1994 to
present.

James P. Shoen, a Director since December 1986 and Vice President since May
1989, has been associated with the Company since July 1976. He has served from
April 1990 to present as Executive Vice President of U-Haul.

William E. Carty, a Director since May 1987, has been associated with the
Company since 1946. He has served in various executive positions in all areas of
the Company. He served most recently as Product Director. Mr. Carty retired from
the Company in December 1987.

Aubrey K. Johnson was a Director of the Company from 1987 until 1991. From
1991 until his re-election to the Board in August 1993, he served as a
consultant and advisor to various organizations and individuals.

John M. Dodds, a Director since September 1987, has been associated with
the Company since 1963. He served in regional field operations until December
1986, and served in national field operations until May 1994. Mr. Dodds retired
from the Company in May 1994.

Richard J. Herrera, a Director since September 1991, has been associated
with the Company since April 1988.

Charles J. Bayer, a Director since September 1990, has been associated with
the Company since 1967. He has served in various executive positions and has
served as President of Amerco Real Estate Company since September 1990.

Gary B. Horton has served as Treasurer since 1982. His previous positions
include Treasurer of U-Haul. He has been associated with the Company since
October 1969. In November, 1995, Mr. Horton was involved in a traffic accident
that resulted in a fatality. As a result of the accident, Mr. Horton pled guilty
to aggravated assault. On December 6, 1996, Mr. Horton was given a suspended
sentence and placed on three years probation. The Company does not believe the
terms of Mr. Horton's probation will interfere in any way with his ability to
perform his duties for the Company.

Gary V. Klinefelter, Secretary since July 1988, is licensed as an attorney
in Arizona and has served as General Counsel of the Company since June 1988.

38
<PAGE> 39

John A. Lorentz, Assistant Secretary since July 1988, is licensed as an
attorney in Oregon and has been associated with the Company since September
1953. His previous positions include Secretary of AMERCO and U-Haul.

Rocky D. Wardrip, Assistant Treasurer since September 1990, has been
associated with the Company since 1978 in various capacities within accounting
and treasury operations.

George R. Olds, Assistant Secretary since February 1993, has been
associated with the Company since 1975 as a member of the U-Haul legal
department specializing in taxation.

Edward J., Mark V. and James P. Shoen are brothers. William E. Carty is the
uncle of Edward J. and Mark V. Shoen.

BOARD OF DIRECTORS

The Company has four classes of directors, which are elected for staggered
terms of four years. The terms of each class are scheduled to expire at the
annual meeting of stockholders for 1994 (Class IV), 1995 (Class I), 1996 (Class
II), and 1997 (Class III). Edward J. Shoen and Mark V. Shoen are Class IV
directors, Aubrey K. Johnson and Richard J. Herrerra are Class I directors,
William E. Carty and Charles J. Bayer are Class II directors, and James P. Shoen
and John M. Dodds are Class III directors. Each director holds office until the
meeting for the year in which his or her term expires or his or her successor is
duly elected and qualified, or until his or her death, resignation, retirement,
disqualification, or removal, if earlier.

ANNUAL MEETINGS OF STOCKHOLDERS

The 1994 annual meeting of the Company's stockholders was delayed as a
result of litigation initiated by Paul F. Shoen in July 1994. The 1994 annual
meeting as well as the 1995 and 1996 annual meetings were subsequently delayed
by court order in connection with the Shoen Litigation. Effective October 1,
1996, the Company is no longer subject to any restriction on its ability to hold
annual meetings of stockholders. Accordingly, the Company expects to hold a
combined annual meeting of stockholders for 1994, 1995, and 1996 and to elect
Class IV, Class I, and Class II directors on January 17, 1997. As part of the
settlement of the litigation initiated by Paul F. Shoen, the Company agreed to
place him on management's slate of directors for the 1994 Annual Meeting of
Stockholders.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has established an audit committee, a compensation
committee, and an executive finance committee. The audit committee is charged
with reviewing the performance and independence of the Company's independent
accounting firm. Its members are William E. Carty and Aubrey K. Johnson. The
compensation committee is comprised of Charles J. Bayer, William E. Carty, and
Aubrey K. Johnson. The executive finance committee is responsible for
supervising the financial affairs of the Company and has the authority to give
final approval for the borrowing of funds on behalf of the Company without
further action or approval of the Board of Directors. The executive finance
committee is comprised of Edward J. Shoen, Aubrey K. Johnson, and Charles J.
Bayer.

39
<PAGE> 40

PRINCIPAL AND SELLING STOCKHOLDERS

The following table provides information, as of the date hereof, and as
adjusted to reflect the sale of shares of Common Stock pursuant to this
offering, as to the beneficial ownership of Common Stock of (i) each director of
the Company, (ii) all executive officers and directors of the Company as a
group, and (iii) those persons who beneficially own more than five percent (5%)
of the Company's Common Stock (including the Selling Stockholders). The
following table assumes no exercise of the Underwriters' over-allotment option.

<TABLE>
<CAPTION>
PRIOR TO THE OFFERING FOLLOWING THE OFFERING
---------------------------------- NUMBER OF -----------------------------------
SHARES OF COMMON SHARES SHARES OF COMMON
STOCK BENEFICIALLY PERCENTAGE OF BEING STOCK BENEFICIALLY PERCENTAGE OF
NAME AND ADDRESS OF OWNER OWNED COMMON STOCK OFFERED OWNED COMMON STOCK
- ----------------------------------- ------------------ ------------- --------- ------------------ -------------
<S> <C> <C> <C> <C> <C>
Edward J. Shoen 16,166,292(1) 79.39 0 15,916,292 70.38
Chairman of the Board and
President
2727 N. Central Ave.
Phoenix, AZ 85004
Mark V. Shoen 16,166,292(1) 79.39 0 15,916,292 70.38
Director
2727 N. Central Ave.
Phoenix, AZ 85004
James P. Shoen 16,166,292(1) 79.39 0 15,916,292 70.38
Director and Vice President
1325 Airmotive Way
Suite 100
Reno, NV 89502
Paul F. Shoen 16,166,292(1) 79.39 150,000 15,916,292 70.38
P.O. Box 524
Glenbrook, NV 89413
Sophia M. Shoen 16,166,292(1) 79.39 100,000 15,916,292 70.38
5104 N. 32nd Street
Phoenix, AZ 85018
Irrevocable Trust 16,166,292(1) 79.39 0 15,916,292 70.38
between Edward J. Shoen
and Oxford Life Insurance
Company,
as Trustee
2721 N. Central Ave.
Phoenix, AZ 85004
Irrevocable Trust 16,166,292(1) 79.39 0 15,916,292 70.38
between Mark V. Shoen
and Oxford Life Insurance
Company,
as Trustee
2721 N. Central Ave.
Phoenix, AZ 85004
Irrevocable Trust 16,166,292(1) 79.39 0 15,916,292 70.38
between James P. Shoen
and Oxford Life Insurance
Company,
as Trustee
2721 N. Central Ave.
Phoenix, AZ 85004
Irrevocable Trust 16,166,292(1) 79.39 0 15,916,292 70.38
between Paul F. Shoen
and Oxford Life Insurance
Company,
as Trustee
2721 N. Central Ave.
Phoenix, AZ 85004
</TABLE>

40
<PAGE> 41

<TABLE>
<CAPTION>
PRIOR TO THE OFFERING NUMBER OF FOLLOWING THE OFFERING
SHARES OF COMMON SHARES SHARES OF COMMON
STOCK BENEFICIALLY PERCENTAGE OF BEING STOCK BENEFICIALLY PERCENTAGE OF
NAME AND ADDRESS OF OWNER OWNED COMMON STOCK OFFERED OWNED COMMON STOCK
---------- ----- ----
<S> <C> <C> <C> <C> <C>
Irrevocable Trust 16,166,292(1) 79.39 0 15,916,292 70.38
between Sophia M. Shoen
and Oxford Life Insurance
Company,
as Trustee
2721 N. Central Ave.
Phoenix, AZ 85004
The ESOP Trust(2) 16,166,292(1) 79.39 0 15,916,292 70.38
2727 N. Central Ave.
Phoenix, AZ 85004
John M. Dodds 0 0 0 0 0
Director
2727 N. Central Ave.
Phoenix, AZ 85004
William E. Carty 0 0 0 0 0
Director
2727 N. Central Ave.
Phoenix, AZ 85004
Charles J. Bayer 1,325 * 0 1,325 *
Director
2727 N. Central Ave.
Phoenix, AZ 85004
Richard J. Herrera 981 * 0 981 *
Director
2727 N. Central Ave.
Phoenix, AZ 85004
Aubrey K. Johnson 0 0 0 0 0
Director
2727 N. Central Ave.
Phoenix, AZ 85004
Executive Officers and 16,179,538(3) 79.45 0 15,929,538 70.44
Directors as a group (16
persons)(3)(4)
</TABLE>

- ---------------

* The percentage beneficially owned is less than one percent.

(1) This number includes beneficial ownership of shares attributed to a
stockholder agreement dated as of May 1, 1992, as amended (the "Stockholder
Agreement") and includes shares directly owned by Edward J. Shoen
(3,483,681); Mark V. Shoen (3,442,981); James P. Shoen (2,278,814); Paul F.
Shoen (2,188,558); Sophia M. Shoen (1,522,772); an Irrevocable Trust
between Mark V. Shoen and Oxford, as Trustee (527,604); an Irrevocable
Trust between James P. Shoen and Oxford, as Trustee (337,426); an
Irrevocable Trust between Paul F. Shoen and Oxford, as Trustee (71,976); an
Irrevocable Trust between Sophia M. Shoen and Oxford, as Trustee (108,891);
an Irrevocable Trust between Edward J. Shoen and Oxford, as Trustee
(559,443); and the ESOP Trust (1,644,146) (collectively the "Stockholder
Group"). The shares listed as held by the ESOP Trust include only the
unallocated Common Stock and the Common Stock allocated to the accounts of
Edward J. Shoen (2,771.59), Mark V. Shoen (2,496.99), James P. Shoen
(2,465.92), Paul F. Shoen (779.33), and Sophia M. Shoen (196.87). These
shares are not included in the number of shares directly owned by Edward J.
Shoen, Mark V. Shoen, James P. Shoen, Paul F. Shoen, and Sophia M. Shoen,
as referenced in the first sentence of this footnote 1. The Stockholder
Agreement restricts the disposition of shares of Common Stock to certain
types of permitted dispositions. James P. Shoen, whose address is listed
above, is the appointed attorney and authorized to vote the shares as
agreed upon by the stockholders holding a majority of the shares subject to
the Stockholder Agreement. As of the date hereof, Edward J. Shoen, Mark V.
Shoen, and James P. Shoen, each of whom is a director of the Company,
collectively hold a majority of the shares subject

41
<PAGE> 42

to the Stockholder Agreement and, therefore, have the ability, if they so
agree, to control the vote of the Common Stock that is subject to the
Stockholder Agreement. The Stockholder Agreement will expire on March 5,
1999 unless earlier terminated (i) by the consent of stockholders holding
more than 60% of the shares held under the Stockholder Agreement, (ii) upon
the effective date of certain mergers or consolidations involving the
Company, or (iii) at the respective election of Paul F. Shoen or Sophia M.
Shoen, upon the Company's failure to effect the registration of securities
held by them. The Selling Stockholders have informed the Company that they
believe the Stockholder Agreement has been terminated as a result of the
Company's alleged failure to effect in a timely manner the registration of
Common Stock held by Sophia M. Shoen in 1994. See footnote 2 below for
information about the ESOP Trust and the ESOP Trustee's ability to vote the
Common Stock held in the ESOP Trust.

(2) The complete name of the ESOP Trust is the ESOP Trust Fund for the AMERCO
Employee Savings, Profit Sharing and Employee Stock Ownership Trust. The
ESOP Trustee, which consists of three individuals without a past or present
employment history or business relationship with the Company, is appointed
by the Company's Board of Directors. Under the ESOP, each participant (or
such participant's beneficiary) in the ESOP directs the ESOP Trustee with
respect to the voting of all Common Stock allocated to the participant's
account. All shares in the ESOP Trust not allocated to participants
continue to be voted by the ESOP Trustee, subject to the Stockholder
Agreement. As of November 1, 1996, of the 2,971,511 shares of Common Stock
held by the ESOP Trust, 1,336,076 shares were allocated to participants and
1,635,435 shares remained unallocated. Of the 1,336,076 allocated shares,
approximately 8,711 shares are allocated to members of the Stockholder
Group, which shares are voted in accordance with the terms of the
Stockholder Agreement. Further, additional shares of Common Stock not
presently allocated to participants' accounts in the ESOP Trust will be
allocated as certain debt obligations of the ESOP Trust are repaid,
resulting in a reduction in the number of common shares subject to the
Stockholder Agreement.

(3) The 16,179,538 shares include the shares beneficially owned by directors and
executive officers as a result of the Stockholder Agreement discussed in
footnote 1 above. Beneficial ownership of the shares of current officers
and directors, without giving effect to the Stockholder Agreement is
9,218,722 shares, or approximately 45.27% of the outstanding shares of
Common Stock prior to the offering.

(4) The executive officers and directors as a group beneficially own 27,872
shares (0.46%) of the Company's Series A Preferred Stock. Edward J. Shoen,
Mark V. Shoen, and William E. Carty beneficially own 12,600 shares (0.21%),
7,700 shares (0.13%) and 6,000 shares (0.10%), respectively.

The Company has agreed to place Paul F. Shoen on management's slate of
directors for the 1994 Annual Meeting of Stockholders which was delayed as a
result of litigation initiated by Paul F. Shoen and as a result of the Shoen
Litigation. For information on certain transactions between the Selling
Stockholders and the Company see Item 13. "Certain Relationships and Related
Transactions" in the Company's Annual Report on Form 10-K for the year ended
March 31, 1996.

DESCRIPTION OF CAPITAL STOCK

GENERAL

The Company's Restated Articles of Incorporation (the "Articles of
Incorporation") authorize the issuance of 150,000,000 shares of Common Stock
with a par value of $0.25 per share, 150,000,000 shares of serial common stock,
and 50,000,000 shares of preferred stock. The Company's Board of Directors has
the authority to fix the voting powers, designations, preferences, privileges,
limitations, restrictions, and relative rights of the serial common stock and
the preferred stock without any further vote or action by the stockholders. The
rights of the holders of the Common Stock are subject to, and may be adversely
affected by, the rights of the holders of any serial common stock or preferred
stock that is currently outstanding or that may be issued in the future. The
issuance of serial common stock or

42
<PAGE> 43

preferred stock could have the effect of making it more difficult for a third
party to acquire a majority of the outstanding voting stock of the Company,
thereby delaying, deferring, or preventing a change in control of the Company.
Furthermore, holders of such serial common stock or preferred stock may have
other rights, including economic rights senior to the Common Stock.

COMMON STOCK

As of the date of this Prospectus, there are 14,601,592 issued and
outstanding shares of the Company's Common Stock, $0.25 par value per share, and
5,762,495 issued and outstanding shares of Series A Common Stock, $0.25 par
value per share. All of the Series A Common Stock is held by James P. Shoen, a
Vice President and director of the Company, and Edward J. Shoen, Chairman of the
Board and President of the Company. The Series A Common Stock is not convertible
into Common Stock but votes together as a single class with the Common Stock on
all matters. No shares of Series B Common Stock are outstanding. The Series B
Common Stock is identical to the Common Stock and Series A Common Stock, except
holders of Series B Common Stock are entitled to 1/10 of one vote per share. In
addition, the right of first refusal contained in the Company's By-Laws does not
apply to the Series B Common Stock.

The summary of terms of the Company's Common Stock, Series A Common Stock,
and Series B Common Stock contained in this Prospectus does not purport to be
complete and is subject to, and qualified in its entirety by, the provisions of
the Articles of Incorporation, the Company's By-Laws (the "By-Laws"), and the
Certificates of Designation, Preferences and Rights for Series A Common Stock
and Series B Common Stock which are filed as exhibits to the Registration
Statement of which this Prospectus is a part.

Holders of shares of the Common Stock are entitled to receive dividends
payable when, if, and as declared by the Board of Directors out of funds legally
available therefor. The Company does not have a formal dividend policy. The
Company's Board of Directors periodically considers the advisability of
declaring and paying dividends in light of existing circumstances. The holders
of the Series A Preferred Stock and the holder of the Series B Preferred Stock
are entitled to receive cumulative dividends prior to and in preference to the
holders of Common Stock at a fixed annual rate.

Each share of Common Stock and Series A Common Stock entitles the holder to
one vote in the election of directors and other corporate matters. Each share of
Series B Common Stock entitles the holder to 1/10 of one vote per share in the
election of directors and other corporate matters. The Company's Board of
Directors is classified into four classes. Voting rights are non-cumulative.

Right of First Refusal. The By-Laws provide for a right of first refusal
in favor of the Company with respect to all of the Company's Common Stock and
Series A Common Stock except for any such Common Stock sold, transferred, or
otherwise disposed of by the AMERCO Employee Savings, Profit Sharing and
Employee Stock Ownership Trust or any such Common Stock sold in a bona fide
underwritten public offering or in a bona fide public distribution pursuant to
Rule 144 under the Securities Act. The right of first refusal does not apply to
the Series B Common Stock.

Transfer Agent. The transfer agent and registrar for the Common Stock is
ChaseMellon Shareholder Services, L.L.C.

PREFERRED STOCK

As of the date of this Prospectus, there are 6,100,000 issued and
outstanding shares of the Company's Series A Preferred Stock, no par value and
100,000 issued and outstanding shares of the Company's Series B Preferred Stock,
no par value.

The summary of the terms of the Company's Series A Preferred Stock and
Series B Preferred Stock contained in the Prospectus does not purport to be
complete and is subject to, and qualified in its entirety by, the provisions of
the Articles of Incorporation, the By-Laws, the Certificate of Designation,
Preferences and Rights for Series A Preferred Stock, and the Certificate of
Designation, Preferences and Rights for

43
<PAGE> 44

Series B Preferred Stock, which are filed as exhibits to the Registration
Statement of which this Prospectus is a part.

Series A -- General. The Series A Preferred Stock is not convertible into,
or exchangeable for, shares of any other class or classes of stock of the
Company. The Series A Preferred Stock has priority as to dividends over the
Company's Common Stock and any other series or class of the Company's stock that
ranks junior as to dividends to the Series A Preferred Stock, including the
Series B Preferred Stock.

Series A -- Dividends. Holders of shares of the Series A Preferred Stock
are entitled to receive dividends at a fixed annual rate of $2.125 per share.
Such dividends are cumulative from the date of original issue and are payable,
when and as declared by the Board of Directors out of funds legally available
therefor, quarterly for each of the quarters ending February, May, August, and
November of each year, payable in arrears on the first business day that is not
a legal holiday of each succeeding March, June, September, and December,
respectively. Each such dividend is distributed to holders of record of the
Series A Preferred Stock as they appear on the books of the registrar maintained
for such purpose at the close of business on the record date. The record date
will not exceed 15 days preceding the payment date.

Dividends on the Series A Preferred Stock accrue regardless of whether
there are funds legally available for the payment of such dividends and whether
or not such dividends are declared. Accrued but unpaid dividends on the Series A
Preferred Stock accumulate as of the dividend payment date on which they first
become payable, but no interest, or sum of money in lieu of interest, is payable
in respect of any dividend payment or payments on the Series A Preferred Stock
that may be in arrears. Dividends payable on the Series A Preferred Stock for
any period less than a quarterly dividend period are computed on the basis of a
360-day year consisting of twelve 30-day months.

Except as set forth below, no dividends may be declared or paid or set
apart for payment on any shares of any class or classes of stock of the Company
or any series thereof ranking, as to dividends, on a parity with or junior to
the Series A Preferred Stock for any period unless full cumulative dividends
have been or contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof is set apart for such payment on the Series A
Preferred Stock for all dividend periods terminating on or prior to the date of
payment of such dividend. When dividends are not so paid in full (or a sum
sufficient for such full payment is not so set apart) upon the Series A
Preferred Stock and any shares of any class or classes of stock or series
thereof ranking on a parity as to dividends with the Series A Preferred Stock,
all dividends declared (if any) on the Series A Preferred Stock and any other
shares of such class or classes or series thereof ranking on a parity as to
dividends with the Series A Preferred Stock will be declared pro-rata so that
the amount of dividends declared per share on the Series A Preferred Stock and
such other shares will in all cases bear to each other the same ratio that
accrued dividends per share on the Series A Preferred Stock and such other
shares bear to each other.

The Certificate of Designation for the Series A Preferred Stock provides,
unless all dividends on the Series A Preferred Stock shall have been paid in
full, that (i) no dividend will be declared and paid or declared and a sum
sufficient therefor set apart for payment or other distribution declared or made
upon the shares of the Company's Common Stock or upon any other class ranking
junior to or on a parity with the Series A Preferred Stock as to dividends or
liquidations preferences and (ii) no shares of the Company's Common Stock or
class of stock ranking junior to or on a parity with the Series A Preferred
Stock as to dividends or liquidation preferences may be redeemed, purchased, or
otherwise acquired by the Company or any subsidiary thereof except by conversion
into or exchange for shares of the capital stock of the Company ranking junior
to the Series A Preferred Stock as to dividends and liquidation preferences.

Series A -- Redemption. The Series A Preferred Stock is not redeemable
prior to December 1, 2000. On or after that date, the Company, at its option
upon not less than 30 nor more than 60 days' notice, may redeem shares of the
Series A Preferred Stock, at any time or from time to time, at a redemption
price of $25.00 per share, plus accrued and unpaid dividends thereon to the date
of redemption. The Series A Preferred Stock is not entitled to any sinking fund.

44
<PAGE> 45

Series A -- Voting. Except as described below, the holders of the Series A
Preferred Stock do not have any voting rights. If, however, at any time the
Company shall have failed to declare and pay in full dividends for six quarterly
periods, whether consecutive or not, on the Series A Preferred Stock, and all
such preferred dividends remain unpaid, the holders of the Series A Preferred
Stock voting together as a class with all other series of Preferred Stock then
entitled to vote on such election of directors, will be entitled to elect two
directors until the full dividends accumulated on all outstanding shares of such
series shall have been declared and paid in full. In addition, the affirmative
vote of the holders of at least two-thirds of the outstanding shares of each
series of Preferred Stock, voting together as a class, is required to authorize
any amendment, alteration, or repeal of the Articles of Incorporation or any
Certificate of Amendment that would adversely affect the powers, preferences, or
special rights of the Preferred Stock, including authorizing any class of stock
with superior dividend and/or liquidation preferences.

Series A -- Liquidation Preference. Upon any dissolution, liquidation, or
winding up of the affairs of the Company, whether voluntary or involuntary,
after payment or provision for payment has been made for the debts and other
liabilities of the Company and payment or provision for payment has been made on
all amounts required to be paid in respect of any senior class or classes of
Preferred Stock, the holders of the Series A Preferred Stock will be entitled,
subject to certain exceptions, to receive the amount of $25.00 per share, plus
accrued and unpaid dividends thereon to the date of final distribution.

Although Nevada law gives the Board of Directors of the Company broad power
to limit or deny voting rights, even if voting rights are denied by action of
the Board of Directors, the Nevada General Corporation Law allows holders of
non-voting shares to vote in circumstances where a major decision made by the
directors could adversely impact their class. Thus, if any proposed action would
alter or change any preference or any relative or other right given to any class
or series of outstanding shares, the action must be approved by the vote, in
addition to the affirmative vote otherwise required, of the holders representing
a majority of the voting power of each class or series affected by the action,
regardless of limitations or restrictions on the voting power thereof. In
addition, if any acquisition of voting rights by an acquiring person will result
in any change of the kind described in Nevada Revised Statutes 78.390, the
holders of a majority of each class or series effected must approve the
acquisition. Similarly, separate voting by a class of stockholders is required
on a plan of merger if the plan contains a provision that, if contained in a
proposed amendment to the Company's Articles of Incorporation, would entitle the
stockholders to vote as a class on a proposed amendment.

Series B -- General. The Series B Preferred Stock consists of 100,000
shares. The Series B Preferred Stock has priority as to dividends over the
Company's Common Stock and any other series or class of the Company's stock
ranking junior as to dividends to the Series B Preferred Stock.

Series B -- Dividends. Holders of shares of the Series B Preferred Stock
are entitled to receive dividends at a floating rate which is reset quarterly.
Such dividends are cumulative from the date of original issue and are payable
when and as declared by the Board of Directors out of funds legally available
therefor. The Certificate of Designation for the Series B Preferred Stock
provides that no dividends whatever shall be paid or declared, nor shall any
distribution be made on the Company's Common Stock or on any other class ranking
junior to the Series B Preferred Stock, other than a dividend or distribution
payable in such shares, nor shall the Company or any subsidiary of the Company
purchase, redeem, or otherwise acquire for a consideration any such junior
shares, unless full cumulative dividends have been or contemporaneously are
declared and paid, or declared and a sum sufficient for the payment thereof set
apart for such payment, on the Series B Preferred Stock.

Series B -- Conversion. Upon each of the following to occur from time to
time (i) August 31, 1997, and for ten business days thereafter; (ii) the first
day of each fiscal quarter of the Company occurring after August 31, 1997, and
for ten business days after the first day of such fiscal quarter; (iii) the
expiration of ten days after the occurrence of an Event of Noncompliance (as
defined in the Certificate of Designation for Series B Preferred Stock), and at
any time thereafter; (iv) any dividends on the Series B Preferred Stock becoming
in arrears, and at any time thereafter; (v) the Company no longer holding more
than fifty percent (50%) of the outstanding stock and assets of any of
Ponderosa, Oxford, or RWIC, and

45
<PAGE> 46

at any time thereafter; or (vi) the Company or any of its subsidiaries
completing an offering of equity securities of at least $125 million prior to
March 1, 1997, and at any time thereafter, then all of the Series B Preferred
Stock is convertible, at the option of the holder, into either (a) 4,000,000
shares of Series B Common Stock, subject to adjustment; or (b) all of the shares
of capital stock of Picacho Peak Investment Co., a subsidiary of the Company.
Notwithstanding the foregoing, the holder of the Series B Preferred Stock has
agreed that it will not convert the Series B Preferred Stock into all of the
outstanding capital stock of Picacho Peak Investment Co. pursuant to the
provisions of (i) or (ii) above. Furthermore, the Company has agreed to permit
the conversion of the Series B Preferred Stock into the Series B Common Stock on
May 1, 1997 and for 10 business days thereafter and on the first day of each
fiscal quarter of the Company occurring after May 1, 1997, and for 10 business
days thereafter.

Series B -- Redemption. If the holder exercises its conversion rights
pursuant to the preceding paragraph, then instead of effecting the conversion,
the Company may elect to redeem all (but not less than all) of the Series B
Preferred Stock then outstanding. Upon any redemption of the Series B Preferred
Stock, the Company shall pay out of funds legally available therefor in cash a
sum equal to $100 million, subject to adjustment, all accrued but unpaid
dividends, and certain other payments, costs, fees, and expenses. The Series B
Preferred Stock is not otherwise redeemable by the Company.

Series B -- Voting. Except as described below, the holders of Series B
Preferred Stock do not have voting rights. Although Nevada law gives the Board
of Directors of the Company broad power to limit or deny voting rights, even if
voting rights are denied by action of the Board of Directors, the Nevada General
Corporation Law allows holders of non-voting shares to vote in circumstances
where a major decision made by the directors could adversely impact their class.
Thus, if any proposed action would alter or change any preference or any
relative or other right given to any class or series of outstanding shares, the
action must be approved by the vote, in addition to the vote otherwise required,
of the holders representing a majority of the voting power of each class or
series affected by the action, regardless of limitations or restrictions on the
voting power thereof. In addition, if any acquisition of voting rights by an
acquiring person will result in a change of the kind described in Nevada Revised
Statutes 78.390, the holders of a majority of each class or series affected must
approve the acquisition. Similarly, separate voting by a class of stockholders
is required on a plan of merger if the plan contains a provision that, if
contained in a proposed amendment to the Company's articles of incorporation,
would entitle all stockholders to vote as a class on a proposed amendment.

In addition, the written consent of the holder of the Series B Preferred
Stock is necessary for authorizing, affecting, or validating the amendment,
alteration, or repeal of any of the provisions of the Articles of Incorporation
of the Company or of any certificate amendatory thereof of supplemental thereto
(including any certificate of amendment or any similar document relating to any
series of preferred stock) that would adversely affect the powers, preferences,
or special rights of the Series B Preferred Stock, including the creation or
authorization of any class of shares on a parity with or senior to the Series B
Preferred Stock. Any amendment or any resolution or action of the Board of
Directors that would create or issue any series of shares junior to the Series B
Preferred Stock out of the authorized shares of preferred stock, or that would
authorize, create, or issue any other shares junior to the Series B Preferred
Stock (whether or not already authorized), shall not be considered to affect
adversely the powers, preferences, or special rights of the outstanding shares
of the Series B Preferred Stock.

Series B -- Liquidation Preference. Upon any liquidation, dissolution, or
winding up of the Company, whether voluntary or involuntary, before any amount
shall be paid to the holders of any shares junior to the Series B Preferred
Stock, the holder of the Series B Preferred Stock shall be paid first out of the
assets of the Company available for distribution to holders of its capital stock
an amount equal to $100 million, subject to adjustment, plus all accrued but
unpaid dividends. If, upon the occurrence of a liquidation, dissolution, or
winding up, the assets and funds thus distributed to the holder of the Series B
Preferred Stock shall be insufficient to permit the payment to the holder of its
full liquidation preferences, then the entire assets and funds of the Company
legally available for distribution to the holders of capital stock (other than
the Series A Preferred Stock) shall be distributed ratably to the holder of the
Series B Preferred Stock and the holders of any shares ranking on a parity with
the Series B Preferred Stock.

46
<PAGE> 47

CERTAIN PROVISIONS THAT MAY LIMIT CHANGES IN CONTROL

Certain provisions summarized below may have the effect of limiting or
delaying a change in control of the Company.

The Articles of Incorporation provide for the Board of Directors to be
divided into four classes of directors serving staggered four-year terms. As a
result, approximately one-fourth of the Board of Directors will be elected each
year. Moreover, under the Nevada General Corporation Law, an affirmative vote of
holders of two-thirds of the then outstanding stock entitled to vote is required
to remove a director. This provision, when coupled with the provision of the
Articles of Incorporation authorizing only the Board of Directors to fill vacant
directorships, may hinder the removal of incumbent directors by stockholders
entitled to vote and the simultaneous election of new directors by such
stockholders to fill the vacancies created by such removal.

Moreover, (i) the By-Laws grant the Company a right of first refusal
exercisable in connection with certain sales of outstanding shares of the
Company's Common Stock, (ii) the Articles of Incorporation require holders of
two-thirds of the then outstanding shares of Common Stock to amend certain
provisions of the Articles of Incorporation, to amend the By-Laws, and to
approve certain transactions with, among others, holders of five percent of any
class of voting stock of the Company, (iii) the Articles of Incorporation
prohibit stockholder action by written consent, and (iv) certain of the
Company's credit agreements contain provisions that could require the prepayment
of all monies outstanding thereunder upon a "change in control."

In addition, the Board of Directors has adopted a stockholder rights plan.
Pursuant to the plan, holders of the Common Stock of the Company have rights
that entitle such holders to purchase from the Company one one-hundredth of a
share of the Company's Series C Preferred Stock at an exercise price of $15,000
per share (the price per share and the exercise price are subject to
adjustment). The rights become exercisable if any person or group of affiliated
or associated persons becomes the beneficial owner of fifty percent or more of
the Company's Common Stock without approval of a majority of the disinterested
members of the Board of Directors; such person being defined as an "acquiring
person." Upon the occurrence of an Affiliate Merger or Triggering Event (certain
transactions defined in the plan involving an acquiring person), each right
entitles its holder to purchase, for the exercise price, that number of shares
of Common Stock of the Company having a value equal to twice the exercise price.
Upon the occurrence of a Business Combination (as defined in the plan), each
right entitles its holder to purchase, for the exercise price, that number of
shares of Common Stock of the acquiring or surviving company having a value
equal to twice the exercise price. The rights will expire on July 29, 1998,
unless earlier redeemed by the Company pursuant to authorization by a majority
of the disinterested board.

SHARES ELIGIBLE FOR FUTURE SALE

Future sales of a substantial amount of Common Stock in the public market
could adversely affect market prices for the Common Stock. Upon the closing of
the offering, there will be 16,851,592 shares of Common Stock and 5,762,495
shares of Series A Common Stock outstanding. The shares of Common Stock sold in
the offering as well as 2,278,480 shares of Common Stock currently trading on
Nasdaq will be freely tradeable without restriction or further registration of
the Securities Act, unless held by an "affiliate" of the Company as that term is
defined in the Securities Act, which shares will be subject to the resale
limitation of Rule 144. Currently, 591,950 restricted shares of Common Stock are
eligible for sale pursuant to Rule 144, subject to the holding period and other
limitations described below, not including the 16,166,292 shares of Common Stock
held pursuant to the Stockholder Agreement described in "Principal and Selling
Stockholders" and the 1,336,076 shares of Common Stock held by the ESOP Trust
and allocated to ESOP participants. Each employee of the Company, upon severance
of employment, has the option of receiving the number of shares of Common Stock
allocated to his or her ESOP account or selling the stock to the ESOP Trust.
Such shares may be sold on Nasdaq following distribution from the ESOP. In
general, under Rule 144 as currently in effect, a stockholder (or stockholders
whose shares are aggregated) who has beneficially owned shares constituting
"restricted securities" (generally defined

47
<PAGE> 48

as securities acquired from the Company or an affiliate of the Company in a
non-public transaction) for at least two years, is entitled to sell within any
three-month period the number of shares that does not exceed the greater of one
percent of the outstanding Common Stock or the average weekly trading volume in
the Common Stock during the four calendar weeks preceding the date in which
notice of such sale is filed pursuant to Rule 144. Sales under Rule 144 are also
subject to certain provisions regarding the manner of sale, notice requirements
and the availability of current public information about the Company. A
stockholder (or stockholders whose shares are aggregated) who is not an
affiliate of the Company for at least 90 days prior to a proposed transaction
and who has beneficially owned "restricted securities" for at least three years
is entitled to sell such shares under Rule 144 without regard to the volume
limitations described above.

The Company, Edward J. Shoen, and James P. Shoen (the holders of all of the
Series A Common Stock of the Company) and Mark V. Shoen (holder of 3,442,981
shares of the Common Stock) have agreed that they will not, without the prior
written consent of Lehman Brothers Inc. and Salomon Brothers Inc on behalf of
the Underwriters, sell or otherwise dispose of any shares of Common Stock for a
period of 120 days after date hereof. In addition, the Company has been informed
by Edward J. Shoen, James P. Shoen and Mark V. Shoen that they have no intention
of selling any Common Stock in the near future. While the Company does not
expect any shares of Common Stock held pursuant to the Stockholder Agreement
(other than the shares of Common Stock held by the Selling Stockholders) to be
sold to the public pursuant to Rule 144 or otherwise, there can be no assurance
that such shares will not be sold to the public. See "Principal and Selling
Stockholders."

REGISTRATION RIGHTS

"Demand" registration rights are available for a total of 3,711,330 shares
of Common Stock held by the Selling Stockholders (including the 250,000 shares
offered hereby) under (i) a Share Repurchase and Registration Rights Agreement
dated as of March 1, 1992 among the Company, Paul F. Shoen and Pafran, Inc. and
(ii) a Share Repurchase and Registration Rights Agreement dated as of May 1,
1992 among the Company, Sophia M. Shoen and Sophmar, Inc. In general, such
stockholders, subject to certain limitations, may request registration of their
shares at the Company's expense.

The Company has also granted certain registration rights for the
registration of the Company's Series B Common Stock following any conversion of
the Company's Series B Preferred Stock. In addition, the Company has granted
registration rights with respect to an aggregate of 6,000,000 shares of Common
Stock held by Edward J. Shoen, James P. Shoen and Mark V. Shoen which have been
pledged to NationsBank Corporation. The Company has no obligation to register
such shares of Common Stock held by Edward J. Shoen, James P. Shoen, or Mark V.
Shoen unless NationsBank forecloses on the pledge.

CERTAIN UNITED STATES FEDERAL TAX
CONSIDERATIONS FOR NON-UNITED STATES HOLDERS

In general, a "Non-U.S. Holder" is any holder other than (i) a citizen or
resident of the United States, (ii) a corporation or partnership created or
organized in the United States or under the laws of the United States or of any
state, or (iii) an estate or trust, the income of which is includable in gross
income for United States federal income tax purposes regardless of its source.

This discussion is based on current law only. This discussion does not
address aspects of United States federal taxation other than income and estate
taxation and does not address all aspects of income and estate taxation, nor
does it consider any specific facts or circumstances that may apply to a
particular Non-U.S. Holder. ACCORDINGLY, PROSPECTIVE INVESTORS ARE URGED TO
CONSULT THEIR TAX ADVISERS REGARDING THE UNITED STATES FEDERAL, STATE, LOCAL,
AND NON-UNITED STATES INCOME AND OTHER TAX CONSEQUENCES OF HOLDING AND DISPOSING
OF SHARES OF COMMON STOCK.

48
<PAGE> 49

An individual may, subject to certain exceptions, be deemed to be a
resident alien (as opposed to a non-resident alien) by virtue of being present
in the United States on at least 31 days in the calendar year and for an
aggregate of at least 183 days during a three year period ending in the current
calendar year (counting for such purposes all of the days present in the current
year, one-third of the days present in the immediately preceding year, and
one-sixth of the days present in the second preceding year). Resident aliens are
subject to U.S. federal tax as if they were U.S. citizens.

DIVIDENDS

In general, dividends paid to a Non-U.S. Holder will be subject to United
States withholding tax at a 30% rate (or a lower rate prescribed by an
applicable tax treaty) unless the dividends are either (i) effectively connected
with a trade or business carried on by the Non-U.S. Holder within the United
States, or (ii) if certain income tax treaties apply, attributable to a
permanent establishment in the United States maintained by the Non-U.S. Holder.
Dividends effectively connected with such a United States trade or business or
attributable to such a United States permanent establishment generally will not
be subject to United States withholding tax (if the Non-U.S. Holder files
certain forms, including Internal Revenue Service Form 4224, with the payor of
the dividend) and generally will be subject to United States federal income tax
on a net income basis, in the same manner as if the Non-U.S. Holder were a
resident of the United States. A Non-U.S. Holder that is a corporation may be
subject to an additional branch profits tax at a rate of 30% (or such lower rate
as may be specified by an applicable treaty) on the actual or deemed
repatriation from the United States of its "effectively connected earnings and
profits," subject to certain adjustments. To determine the applicability of a
tax treaty providing for a lower rate of withholding, dividends paid to an
address in a foreign country are presumed under the current interpretation of
existing Treasury Regulations to be paid to a resident of that country absent
knowledge to the contrary. However, proposed Treasury Regulations issued April
15, 1996, if finalized, would eliminate this presumption with respect to
payments made after December 31, 1997. These proposed Treasury Regulations also
would require Non-U.S. Holders to provide the withholding agent with a
beneficial owner withholding certificate to obtain the benefit of any applicable
tax treaty providing for a lower rate of withholding tax on dividends. The
beneficial owner withholding certificate would contain the Non-U.S. Holders'
name, permanent residence address and taxpayer identification number ("TIN"),
certified by the Internal Revenue Service (the "Service"). The Service would
certify the TIN based on a certificate of residence issued by the competent
authority of the treaty country of which a Non-U.S. Holder claims to be a
resident or on certain documentary evidence establishing residence in the treaty
country. A Non-U.S. Holder that is eligible for a reduced rate of U.S.
withholding tax pursuant to a tax treaty may obtain a refund of any excess
amounts withheld by filing an appropriate claim for refund with the Service.

SALE OF COMMON STOCK

In general, a Non-U.S. Holder will not be subject to United States federal
income tax on any gain realized upon the disposition of such holder's shares of
Common Stock unless (i) the gain is effectively connected with a trade or
business carried on by the Non-U.S. Holder within the United States or,
alternatively, if certain tax treaties apply, attributable to a permanent
establishment in the United States maintained by the Non-U.S. Holder (and in
either such case, the United States branch profits tax may also apply upon
actual or deemed repatriation of the gain if the Non-U.S. Holder is a
corporation); (ii) in the case of a Non-U.S. Holder who is a nonresident alien
individual and holds shares of Common Stock as a capital asset, such individual
is present in the United States for 183 days or more in the taxable year of
disposition, and either (a) such individual has a "tax home" (as defined for
United States federal income tax purposes) in the United States (unless the gain
from the disposition is attributable to an office or other fixed place of
business maintained by such Non-U.S. Holder in a foreign country and such gain
has been subject to a foreign income tax equal to at least 10% of the gain
derived from such disposition), or (b) the gain is attributable to an office or
other fixed place of business maintained by such individual in the United
States; (iii) the Non-U.S. Holder is subject to tax pursuant to the provisions
of United States tax law applicable to certain United States expatriates whose
loss of United States citizenship had as one

49
<PAGE> 50

of its principal purposes the avoidance of United States taxes; or (iv) the
Company is or has been a United States real property holding corporation (a
"USRPHC") for United States federal income tax purposes (which the Company does
not believe that it is or is likely to become) at any time within the shorter of
the five-year period preceding such disposition or such Non-U.S. Holder's
holding period. If the Company were or were to become a USRPHC, gains realized
upon a disposition of Common Stock by a Non-U.S. Holder which did not directly
or indirectly own more than 5% of the Common Stock during the shorter of the
periods described above generally would not be subject to United States federal
income tax, provided that the Common Stock is "regularly traded" on an
established securities market.

ESTATE TAX

Common Stock owned or treated as owned by an individual who is not a
citizen or resident (as defined for United States federal estate tax purposes)
of the United States at the time of death will be includable in the individual's
gross estate for United States federal estate tax purposes (unless an applicable
estate tax treaty provides otherwise), and therefore may be subject to United
States federal estate tax.

BACKUP WITHHOLDING, INFORMATION REPORTING AND OTHER REPORTING REQUIREMENTS

The Company must report annually to the Service and to each Non-U.S. Holder
the amount of dividends paid to, and the tax withheld with respect to, each
Non-U.S. Holder. These reporting requirements apply regardless of whether
withholding was reduced or eliminated by an applicable tax treaty. Copies of
this information also may be made available under the provisions of a specific
treaty or agreement with the tax authorities in the country in which the
Non-U.S. Holder resides or is established.

United States backup withholding (which generally is imposed at the rate of
31% on certain payments to persons that fail to furnish the information required
under the United States information reporting requirements) and information
reporting generally will not apply to dividends paid on Common Stock to a
Non-U.S. Holder at an address outside the United States.

If the proceeds of the disposition of Common Stock by a Non-U.S. Holder are
paid over, by or through a United States office of a broker, the payment is
subject to information reporting and to backup withholding unless the disposing
holder certifies as to its name, address and status as a Non-U.S. Holder under
penalties of perjury or otherwise establishes an exemption. Generally, United
States information reporting and backup withholding will not apply to a payment
of disposition proceeds if the payment is made outside the United States through
a non-U.S. office of a non-U.S. broker. However, United States information
reporting requirements (but not backup withholding) will apply to a payment of
disposition proceeds outside the United States if (a) the payment is made
through a non-U.S. office of a broker that is (i) a United States person for
United States federal income tax purposes, (ii) a "controlled foreign
corporation" for United States federal income tax purposes or (iii) a foreign
person 50% or more of whose gross income from certain periods is effectively
connected with a United States trade or business, and (b) the broker fails to
maintain documentary evidence in its files that the holder is a Non-U.S. Holder
or certain conditions are not met.

Backup withholding is not a tax in and of itself, but rather a collection
method. Any amounts withheld under the backup withholding rules from a payment
to a Non-U.S. Holder will be refunded or credited against the Non-U.S. Holder's
United States federal income tax liability, if any, provided that the required
information is furnished to the Service.

These backup withholding tax and information reporting rules are currently
under review by the United States Treasury Department and proposed Treasury
Regulations issued on April 15, 1996, would modify certain of such rules
generally with respect to payments made after December 31, 1997. Accordingly,
the application of such rules to the Common Stock could be changed.

50
<PAGE> 51

UNDERWRITING

Subject to the terms and conditions set forth in an underwriting agreement
among the Company, the Selling Stockholders and the Underwriters (the
"Underwriting Agreement"), the Company and the Selling Stockholders have
severally agreed to sell to each of the Underwriters named below (the
"Underwriters"), for whom Lehman Brothers Inc. and Salomon Brothers Inc are
acting as representatives (the "Representatives"), and each of the Underwriters
has severally agreed to purchase from the Company and the Selling Stockholders,
the number of shares of Common Stock set forth opposite its name below:

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITERS SHARES
----------------------------------------------------------- ----------
<S> <C>
Lehman Brothers Inc........................................ 571,500
Salomon Brothers Inc....................................... 571,500
Smith Barney Inc........................................... 68,000
ABN AMRO Securities (USA) Inc.............................. 68,000
Alex. Brown & Sons Incorporated............................ 68,000
CS First Boston Corporation................................ 68,000
Deutsche Morgan Grenfell Inc............................... 68,000
Dresdner Securities (USA) Inc.............................. 68,000
A.G. Edwards & Sons, Inc................................... 68,000
EVEREN Securities, Inc..................................... 68,000
Goldman, Sachs & Co........................................ 68,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated......... 68,000
Morgan Stanley & Co. Incorporated.......................... 68,000
Nesbitt Burns Securities Inc............................... 68,000
Schroder Wertheim & Co. Incorporated....................... 68,000
Cruttenden Roth Incorporated............................... 68,000
The Boston Group, L.P...................................... 45,000
Dain Bosworth Incorporated................................. 45,000
Fahnestock & Co. Inc....................................... 45,000
First Albany Corporation................................... 45,000
Furman Selz LLC............................................ 45,000
Gabelli & Company, Inc. ................................... 45,000
Gruntal & Co., Incorporated................................ 45,000
Legg Mason Wood Walker, Incorporated....................... 45,000
Van Kasper & Company....................................... 45,000
----------
Total.................................................... 2,500,000
=========
</TABLE>

In the Underwriting Agreement, the Underwriters have severally agreed,
subject to the terms and conditions set forth therein, to purchase all of the
shares of Common Stock offered hereby (other than those subject to the
over-allotment option described below) if any such shares are purchased. In the
event of a default by any Underwriter, the Underwriting Agreement provides that,
in certain circumstances, the purchase commitments of the non-defaulting
Underwriters may be increased or the Underwriting Agreement may be terminated.

The Company and the Selling Stockholders have been advised by the
Representatives that the several Underwriters propose initially to offer the
shares of Common Stock to the public at the public offering price set forth on
the cover page of this Prospectus, and to certain dealers at such price less a
concession not in excess of $1.12 per share. The Underwriters may allow, and
such dealers may reallow, a concession not in excess of $.10 per share to
certain other dealers. After the public offering, the public offering price and
such concessions may be changed.

51
<PAGE> 52

The Company has granted the Underwriters an option, exercisable within 30
days of the date of this Prospectus, to purchase up to an additional 337,500
shares of Common Stock at the initial price to the public set forth on the cover
page of this Prospectus, solely to cover over-allotments. To the extent that the
Underwriters exercise such option, in whole or in part, each Underwriter will
have a firm commitment, subject to certain conditions, to purchase the same
proportion of the option shares as the number of shares of Common Stock to be
purchased by such Underwriters in the above table bears to the total number of
shares of Common Stock offered by the Underwriters hereby.

The Underwriting Agreement provides that the Company and the Selling
Stockholders, jointly and severally, will indemnify the several Underwriters
against certain liabilities, including liabilities under the Securities Act, or
contribute to payments the Underwriters may be required to make in respect
thereof.

The Company, Edward J. Shoen, Mark V. Shoen, and James P. Shoen have each
agreed with the Underwriters that they will not offer, sell or contract to sell,
or otherwise dispose of, directly or indirectly, or announce an offering of, any
shares of Common Stock or any securities convertible into, or exchangeable for,
shares of Common Stock for a period of 120 days from the date of this
Prospectus, without the prior written consent of the Representatives, except
issuances and sales of Common Stock issued pursuant to any employee stock
ownership plan in effect on the date the Underwriting Agreement is executed.

The Underwriters and selling group members (if any) that currently act as
market makers for the Common Stock may engage in "passive market making" in the
Common Stock on Nasdaq in accordance with Rule 10b-6A under the Exchange Act.
Rule 10b-6A permits, upon the satisfaction of certain conditions, underwriters
and selling group members participating in a distribution that are also Nasdaq
market makers in the security being distributed to engage in limited market
making transactions during the period when Rule 10b-6 under the Exchange Act
would otherwise prohibit such activity. Rule 10b-6A prohibits underwriters and
selling group members engaged in passive market making generally from entering a
bid or effecting a purchase at a price that exceeds the highest bid for those
securities displayed on Nasdaq by a market maker that is not participating in
the distribution. Under Rule 10b-6A, each underwriter or selling group member
engaged in passive market making is subject to a daily net purchase limitation
equal to 30% of such entity's average daily trading volume during the two full
consecutive calendar months immediately preceding the date of the filing of the
registration statement under the Securities Act pertaining to the security to be
distributed. Passive market making may stabilize the market price of the Common
Stock at a level above that which might otherwise prevail and, if commenced, may
be discontinued at any time.

LEGAL MATTERS

The validity of the Common Stock offered hereunder will be passed upon for
the Company by Lionel, Sawyer & Collins, 300 S. 4th Street, Suite 1700, Las
Vegas, Nevada 89101. Certain legal matters in connection with this offering will
be passed upon for the Underwriters by Milbank, Tweed, Hadley & McCloy, New
York, New York in reliance with respect to matters of the law of the State of
Nevada upon Lionel, Sawyer & Collins, Las Vegas, Nevada and for the Selling
Stockholders by Grover T. Wickersham, P.C., 430 Cambridge Avenue, Suite 100,
Palo Alto, California 94306. The Grover T. Wickersham, P.C. Profit Sharing Plan
and Grover T. Wickersham, in the aggregate, own 15,000 shares of the Company's
Common Stock.

EXPERTS

The consolidated financial statements of the Company as of March 31, 1996
and 1995 and for each of the three years in the period ended March 31, 1996
included in this Prospectus have been so included in reliance on the report of
Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.

52
<PAGE> 53

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
------
<S> <C>
REPORT:
Report of Independent Accountants................................................... F-2
AUDITED FINANCIAL STATEMENTS
Consolidated Balance Sheets -- March 31, 1996 and 1995.............................. F-3
Consolidated Statements of Earnings -- Years ended March 31, 1996, 1995 and 1994.... F-4
Consolidated Statements of Changes in Stockholders' Equity -- Years ended March 31,
1996, 1995 and 1994.............................................................. F-5
Consolidated Statements of Cash Flows -- Years ended March 31, 1996, 1995 and
1994............................................................................. F-6
Notes to Consolidated Financial Statements.......................................... F-7
SCHEDULES
Condensed Financial Information of Registrant -- Schedule I......................... F-45
Supplemental Information (for Property -- Casualty Insurance
Underwriters) -- Schedule V...................................................... F-49
UNAUDITED INTERIM FINANCIAL STATEMENTS
Consolidated Balance Sheets as of September 30, 1996, March 31, 1996 and September
30, 1995......................................................................... F-50
Consolidated Statements of Earnings for the Six Months ended September 30, 1996 and
1995............................................................................. F-52
Consolidated Statements of Changes in Stockholders' Equity for the Six Months ended
September 30, 1996 and 1995...................................................... F-53
Consolidated Statements of Earnings for the Quarters ended September 30, 1996 and
1995............................................................................. F-55
Consolidated Statements of Cash Flows for the Six Months ended September 30, 1996
and 1995......................................................................... F-56
Notes to Consolidated Financial Statements.......................................... F-57
</TABLE>

F-1
<PAGE> 54

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors
and Stockholders of AMERCO

In our opinion, the consolidated financial statements listed in the index
appearing on page F-1 present fairly, in all material respects, the financial
position of AMERCO and its subsidiaries at March 31, 1996 and 1995, and the
results of their operations and their cash flows for each of the three years in
the period ended March 31, 1996, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.

As discussed in Note 1 to the consolidated financial statements, the
Company changed its method of accounting for advertising costs in fiscal 1996.
As discussed in Note 11 to the consolidated financial statements, the Company
changed its method of accounting for postretirement benefits in fiscal 1994.

PRICE WATERHOUSE LLP

Phoenix, Arizona
June 25, 1996

F-2
<PAGE> 55

AMERCO AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
MARCH 31,
----------------------------
1996 1995
----------- -----------
<S> <C> <C>
(IN THOUSANDS)
ASSETS
Cash and cash equivalents................................................ $ 31,168 $ 35,286
Receivables.............................................................. 340,564 311,752
Inventories.............................................................. 45,891 50,337
Prepaid expenses......................................................... 16,415 25,933
Investments, fixed maturities............................................ 879,702 705,428
Investments, other....................................................... 126,587 135,220
Deferred policy acquisition costs........................................ 49,995 49,244
Other assets............................................................. 20,941 18,543
---------- ----------
Property, plant and equipment, at cost:
Land................................................................... 212,593 214,033
Buildings and improvements............................................. 769,380 735,624
Furniture and equipment................................................ 188,734 179,016
Rental trailers and other rental equipment............................. 256,411 245,892
Rental trucks.......................................................... 968,131 913,641
General rental items................................................... 24,197 51,890
---------- ----------
2,419,446 2,340,096
Less accumulated depreciation.......................................... 1,102,731 1,065,850
---------- ----------
Total property, plant and equipment.................................. 1,316,715 1,274,246
---------- ----------
$ 2,827,978 $ 2,605,989
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued liabilities............................... $ 151,754 $ 127,613
Notes and loans........................................................ 998,220 881,222
Policy benefits and losses, claims and loss expenses payable........... 483,561 475,187
Liabilities from premium deposits...................................... 410,787 304,979
Cash overdraft......................................................... 32,159 31,363
Other policyholders' funds and liabilities............................. 25,713 20,378
Deferred income........................................................ 2,926 7,426
Deferred income taxes.................................................. 73,310 71,037
---------- ----------
Stockholders' equity:
Serial preferred stock, with or without par value, 50,000,000 shares
authorized; 6,100,000 shares issued without par value and outstanding
as of March 31, 1996 and 1995........................................ -- --
Serial common stock, with or without par value, 150,000,000 shares
authorized, none issued and outstanding.............................. -- --
Series A common stock of $0.25 par value, 10,000,000 shares authorized,
5,762,495 shares issued in 1996 and 1995............................. 1,441 1,441
Common stock of $0.25 par value, 150,000,000 shares authorized,
34,237,505 shares issued in 1996 and 1995............................ 8,559 8,559
Additional paid-in capital............................................. 165,756 165,675
Foreign currency translation adjustment................................ (11,877) (12,435)
Unrealized gain (loss) on investments.................................. 11,097 (6,483)
Retained earnings...................................................... 609,019 561,589
---------- ----------
783,995 718,346
Less:
Cost of common shares in treasury (7,209,077 and 1,335,937 shares as of
March 31, 1996 and 1995, respectively)............................... 111,118 10,461
Unearned employee stock ownership plan shares.......................... 23,329 21,101
---------- ----------
Total stockholders' equity........................................... 649,548 686,784
Contingent liabilities and commitments
---------- ----------
$ 2,827,978 $ 2,605,989
========== ==========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-3
<PAGE> 56

AMERCO AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

<TABLE>
<CAPTION>
YEARS ENDED MARCH 31,
-------------------------------------------
1996 1995 1994
----------- ----------- -----------
(IN THOUSANDS EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
Revenues
Rental and other revenue.......................... $ 920,379 $ 888,295 $ 811,705
Net sales......................................... 173,806 170,204 156,038
Premiums.......................................... 154,249 135,648 123,344
Net investment income............................. 45,989 42,085 38,807
---------- ---------- ----------
Total revenues................................. 1,294,423 1,236,232 1,129,894
Costs and expenses
Operating expense................................. 732,841 656,693 612,409
Advertising expense............................... 38,926 29,124 26,292
Cost of sales..................................... 108,662 93,485 92,179
Benefits and losses............................... 151,232 133,407 120,825
Amortization of deferred acquisition costs........ 17,131 10,896 9,343
Depreciation...................................... 81,847 151,409 133,485
Interest expense.................................. 67,558 67,762 68,859
---------- ---------- ----------
Total costs and expenses....................... 1,198,197 1,142,776 1,063,392
Pretax earnings from operations..................... 96,226 93,456 66,502
Income tax expense.................................. (35,832) (33,424) (19,853)
---------- ---------- ----------
Earnings from operations before extraordinary loss
on early extinguishment of debt and cumulative
effect of change in accounting principle.......... 60,394 60,032 46,649
Extraordinary loss on early extinguishment of debt,
net............................................... -- -- (3,370)
Cumulative effect of change in accounting principle,
net............................................... -- -- (3,095)
---------- ---------- ----------
Net earnings................................... $ 60,394 $ 60,032 $ 40,184
========== ========== ==========
Earnings per common share:
Earnings from operations before extraordinary loss
on early extinguishment of debt and cumulative
effect of change in accounting principle....... $1.33 $1.23 $1.06
Extraordinary loss on early extinguishment of
debt, net...................................... -- -- (.09)
Cumulative effect of change in accounting
principle, net................................. -- -- (.08)
---------- ---------- ----------
Net earnings................................... $1.33 $1.23 $.89
========== ========== ==========
Weighted average common shares outstanding.......... 35,736,335 38,190,552 38,664,063
========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-4
<PAGE> 57

AMERCO AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
YEARS ENDED MARCH 31,
---------------------------------------
1996 1995 1994
--------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Series A common stock of $0.25 par value:
10,000,000 shares authorized, 5,762,495 shares
issued in 1996 and 1995, 5,754,334 in 1994
Beginning of year.................................. $ 1,441 $ 1,438 $ --
Exchange for Series A common stock.............. -- 871 1,438
Exchange for common stock....................... -- (868) --
--------- --------- ---------
End of year........................................ 1,441 1,441 1,438
--------- --------- ---------
Common stock of $0.25 par value: 150,000,000 shares
authorized in 1996, 1995 and 1994, 34,237,505
shares issued in 1996 and 1995, 34,245,666 in 1994
Beginning of year.................................. 8,559 8,562 10,000
Exchange for Series A common stock.............. -- (871) (1,438)
Exchange for common stock....................... -- 868 --
--------- --------- ---------
End of year........................................ 8,559 8,559 8,562
--------- --------- ---------
Additional paid-in capital:
Beginning of year.................................. 165,675 165,651 19,331
Issuance of preferred stock..................... -- -- 146,320
Issuance of common shares under leveraged
employee stock ownership plan................. 81 24 --
--------- --------- ---------
End of year........................................ 165,756 165,675 165,651
--------- --------- ---------
Foreign currency translation:
Beginning of year.................................. (12,435) (11,152) (6,122)
Change during year.............................. 558 (1,283) (5,030)
--------- --------- ---------
End of year........................................ (11,877) (12,435) (11,152)
--------- --------- ---------
Unrealized gains (losses) on investments:
Beginning of year.................................. (6,483) 679 --
Change during year.............................. 17,580 (7,162) 679
--------- --------- ---------
End of year........................................ 11,097 (6,483) 679
--------- --------- ---------
Retained earnings:
Beginning of year.................................. 561,589 514,521 482,163
Net earnings.................................... 60,394 60,032 40,184
Dividends paid to stockholders:
Preferred stock: ($2.13, $2.13 and $0.78 per
share for 1996, 1995 and 1994,
respectively)................................. (12,964) (12,964) (4,753)
Common stock: ($0.08 per share for 1994)........ -- -- (3,147)
Tax benefits related to leveraged employee stock
ownership plan dividends...................... -- -- 74
--------- --------- ---------
End of year........................................ 609,019 561,589 514,521
--------- --------- ---------
Less Treasury stock:
Beginning of year.................................. 10,461 10,461 10,461
Net increase (5,873,140 shares in 1996)......... 100,657 -- --
--------- --------- ---------
End of period...................................... 111,118 10,461 10,461
--------- --------- ---------
Less Unearned employee stock ownership plan shares:
Beginning of year.................................. 21,101 17,451 14,953
Increase in loan................................ 4,576 5,672 4,335
Proceeds from loan.............................. (2,348) (2,022) (1,837)
--------- --------- ---------
End of year........................................ 23,329 21,101 17,451
--------- --------- ---------
Total stockholders' equity........................... $ 649,548 $ 686,784 $ 651,787
========= ========= =========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-5
<PAGE> 58

AMERCO AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED MARCH 31,
----------------------------------------
1996 1995 1994
---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings......................................... $ 60,394 $ 60,032 $ 40,184
Depreciation and amortization...................... 102,427 163,890 148,740
Provision for losses on accounts receivable........ 4,492 4,958 1,938
Net (gain) loss on sale of real and personal
property........................................ 2,142 (3,390) (2,114)
Gain on sale of investments........................ (5,172) (868) (4,195)
Cumulative effect of change in accounting
principle....................................... -- -- 3,095
Changes in policy liabilities and accruals......... 20,010 32,489 13,330
Additions to deferred policy acquisition costs..... (21,507) (12,119) (7,440)
Net change in other operating assets and
liabilities..................................... (10,882) (22,848) 9,312
---------- ---------- ----------
Net cash provided by operating activities............ 151,904 222,144 202,850
Cash flows from investing activities:
Purchases of investments:
Property, plant and equipment................... (291,057) (434,992) (530,520)
Fixed maturities................................ (332,155) (186,000) (280,345)
Real estate..................................... (8,127) (11,576) (176)
Mortgage loans.................................. (10,560) (107,571) (64,467)
Proceeds from sales of investments:
Property, plant and equipment................... 165,490 185,098 214,543
Fixed maturities................................ 190,846 192,428 211,437
Real estate..................................... 2,749 927 1,552
Mortgage loans.................................. 29,447 18,535 81,619
Changes in other investments....................... 9,169 (12,327) 8,539
---------- ---------- ----------
Net cash used by investing activities................ (244,198) (355,478) (357,818)
Cash flows from financing activities:
Net change in short-term borrowings................ 84,500 178,750 21,750
Proceeds from notes................................ 140,141 68,845 186,000
Debt issuance costs................................ (1,663) (1,422) (531)
Loan to leveraged Employee Stock Ownership Plan.... (4,576) (5,672) (4,335)
Proceeds from leveraged Employee Stock Ownership
Plan............................................ 2,348 2,022 1,837
Principal payments on notes........................ (107,643) (90,137) (181,107)
Issuance of preferred stock........................ -- -- 146,320
Extraordinary loss on early extinguishment of
debt............................................ -- -- (3,370)
Net change in cash overdraft....................... 796 4,804 1,708
Dividends paid..................................... (12,964) (12,964) (7,900)
Treasury stock acquisitions........................ (100,657) -- --
Investment contract deposits....................... 163,423 65,386 31,932
Investment contract withdrawals.................... (75,529) (59,434) (40,185)
---------- ---------- ----------
Net cash provided by financing activities............ 88,176 150,178 152,119
---------- ---------- ----------
Increase (decrease) in cash and cash equivalents..... (4,118) 16,844 (2,849)
Cash and cash equivalents at beginning of year....... 35,286 18,442 21,291
---------- ---------- ----------
Cash and cash equivalents at end of year............. $ 31,168 $ 35,286 $ 18,442
========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-6
<PAGE> 59

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 1996, 1995 AND 1994

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

AMERCO, a Nevada corporation (the Company), is the holding company for
U-Haul International, Inc. (U-Haul), Ponderosa Holdings, Inc. (Ponderosa), and
Amerco Real Estate Company (AREC). All references to a fiscal year refer to the
Company's fiscal year ended March 31 of that year. See Note 20 of Notes to
Consolidated Financial Statements for financial information regarding the
Company's three primary industry segments, which are represented by U-Haul and
Ponderosa's two principal subsidiaries.

Principles of Consolidation

The consolidated financial statements include the accounts of the parent
corporation, AMERCO, and its subsidiaries, all of which are wholly-owned. All
material intercompany accounts and transactions of AMERCO and its subsidiaries
have been eliminated.

The operating results and financial position of AMERCO's consolidated
insurance operations are determined as of December 31 of each year. There were
no effects related to intervening events between January 1 and March 31 of 1996,
1995 or 1994, that would materially affect the consolidated financial position
or results of operations for the financial statements presented herein. See Note
19 of Notes to Consolidated Financial Statements for additional information
regarding the subsidiary.

Description of Business

U-Haul is primarily engaged, through subsidiaries, in the rental of trucks,
automobile-type trailers and support rental items to the do-it-yourself moving
customer. The Company's do-it-yourself moving business operates under the
registered tradename U-Haul(R) through an extensive and geographically diverse
distribution network throughout the United States and Canada. Additionally,
U-Haul sells related products (such as boxes, tapes and packaging materials) and
rents various kinds of equipment (such as floor polishing and carpet cleaning
equipment). In addition, U-Haul offers for rent self-storage space through
Company-owned or managed locations.

Ponderosa serves as the holding company for the Company's insurance
businesses. Ponderosa's two principal subsidiaries are Oxford Life Insurance
Company (Oxford) and Republic Western Insurance Company (RWIC). Oxford and RWIC
have been consolidated on the basis of calendar years ended December 31.
Accordingly, all references to the years 1995, 1994, and 1993 corresponds to the
Company's fiscal years 1996, 1995, and 1994, respectively. Oxford primarily
reinsures life, health, and annuity type insurance products and administers the
Company's self-insured employee health plan. RWIC originates and reinsures
property and casualty type insurance products for various market participants,
including independent third parties, the Company's customers, and the Company.
RWIC's principal strategy is to capitalize on its knowledge of insurance
products aimed at the moving and rental markets.

AREC owns and actively manages most of the Company's real estate assets,
including the Company's U-Haul Center locations. In addition to its U-Haul
operations, AREC actively seeks to lease or dispose of the Company's surplus
properties.

Foreign Currency

The consolidated financial statements include the accounts of U-Haul Co.
(Canada) Ltd., a subsidiary of AMERCO.

F-7
<PAGE> 60

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

Assets and liabilities, denominated in currencies other than U.S. dollars,
are translated to U.S. dollars at the exchange rate as of the balance sheet
date. Income and expense amounts are translated at the average exchange rate
during the fiscal year.

Accounting Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reported
period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers liquid investments with an original maturity of three
months or less to be cash equivalents.

Receivables

Accounts receivable of Ponderosa include premiums and agents' balances due,
net of commissions payable, and amounts due from ceding reinsurers. Accounts
receivable of Ponderosa are reduced by amounts considered by management to be
uncollectible. Accounts receivable of the Company's rental subsidiaries
principally include trade accounts receivable and mortgage and other notes
receivable. Accounts receivable are reduced by amounts considered by management
to be uncollectible based on historical collection loss experience and a review
of the current status of existing receivables by the Company's rental
subsidiaries.

Inventories

Inventories are primarily valued at the lower of cost (last-in first-out)
(LIFO) or market.

Investments

Fixed maturity investments classified as held-to-maturity are recorded at
cost adjusted for the amortization of premiums or accretion of discounts while
those classified as available-for-sale are recorded at fair value with
unrealized gains or losses reported on a net basis as a separate component of
stockholders' equity. The Company does not maintain a trading portfolio.
Mortgage loans on real estate are carried at unpaid balances, net of allowance
for possible losses and any unamortized premium or discount. Real estate is
carried at cost less accumulated depreciation. Policy loans are carried at their
unpaid balance. Impaired securities are written down to fair value which becomes
the new cost basis. Fair values for investments are based on quoted market
prices or dealer quotes.

Short-term investments consist of other securities scheduled to mature
within one year of their acquisition date. See Note 4 of Notes to Consolidated
Financial Statements.

Interest on bonds and mortgage loans is recognized when earned. Dividends
on common and redeemable preferred stocks are recognized on ex-dividend dates.
Realized gains and losses on the sale of investments are recognized at the trade
date and included in net income using the specific identification method.

F-8
<PAGE> 61

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

Deferred Policy Acquisition Costs

Commissions and other costs incurred in acquiring traditional life
insurance, interest sensitive annuity policies, accident and health insurance
and property-casualty insurance which vary with and are primarily related to the
production of new business, have been deferred.

Traditional life, certain annuity and accident and health acquisition costs
are amortized over the premium paying period of the related policies in
proportion to the ratio of annual premium income to expected total premium
income. Such expected premium income is estimated using assumptions as to
mortality and withdrawals consistent with those used in calculating the policy
benefit reserves.

Credit and health acquisitions costs are deferred and amortized over the
term of the contracts in relation to premiums earned.

Acquisition costs for annuity policies are being amortized over the lives
of the policies in relation to the present value of estimated gross profits from
surrender charges and investment, mortality and expense margins.

Property-casualty acquisition costs are amortized over the related contract
period which generally does not exceed one year.

Property, Plant and Equipment

Property, plant and equipment are carried at cost and are depreciated on
the straight-line and accelerated methods over the estimated useful lives of the
assets. Maintenance and repairs are charged to operating expenses as incurred.
Major overhaul costs of rental equipment, principally trucks, are amortized over
the estimated period benefited. Renewals and betterments are capitalized. Gains
and losses on dispositions of property, plant and equipment are included in
other revenue as realized. Interest costs incurred as part of the initial
construction of assets are capitalized. Interest expense of $1,807,000,
$1,727,000 and $595,000 was capitalized in the years ended 1996, 1995 and 1994,
respectively.

Based on an in-depth market analysis, the Company increased the estimated
salvage value of certain rental trucks. The effect of the change increased net
income for the year ended March 31, 1996 by $44,373,000 ($1.24 per share).

Certain recoverable environmental costs related to the removal of
underground storage tanks or related contamination are capitalized and
depreciated over the estimated useful lives of the properties. The capitalized
costs improve the safety or efficiency of the property as compared to when the
property was originally acquired or are incurred in preparing the property for
sale.

At March 31, 1996, the book value of the Company's real estate that is no
longer necessary for use in the Company's current operations, and available for
sale/lease, was approximately $27,585,000. Such surplus real estate is carried
at cost, less accumulated depreciation, which is less than or approximate to net
realizable value.

Financial Instruments

The Company enters into interest rate swap agreements to reduce its
interest rate exposure; the Company does not use them for trading purposes.
Amounts to be paid or received under the agreements are accrued. Although the
Company is exposed to credit loss for the interest rate differential in the
event of nonperformance by the counterparties to the agreements, it does not
anticipate nonperformance by the counterparties.

F-9
<PAGE> 62

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

At March 31, 1996, interest rate swap agreements with an aggregate notional
amount of $168,000,000 were outstanding. Management estimates that at March 31,
1996 and 1995, the Company would be required to pay $9,000,000 and $6,000,000,
respectively, to terminate the agreements. Such amounts were determined from
current treasury rates combined with swap spreads on agreements outstanding.

The Company has mortgage loans receivable which potentially expose the
Company to credit risk. The portfolio of notes is principally collateralized by
mini-warehouse storage facilities and other residential and commercial
properties. The Company has not experienced losses related to the notes from
individual notes or groups of notes in any particular industry or geographic
area. The estimated fair values were determined using the discounted cash flow
method, using interest rates currently offered for similar loans to borrowers
with similar credit ratings.

Summary of mortgage loans receivable:

<TABLE>
<CAPTION>
YEAR ENDED
------------------------
1996 1995
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
Book value................................................ $ 154,736 $ 135,424
======== ========
Estimated fair value...................................... $ 157,867 $ 140,062
======== ========
</TABLE>

Other financial instruments that are subject to fair value disclosure
requirements are carried in the financial statements at amounts that approximate
fair value.

The Company's financial instruments that are exposed to concentrations of
credit risk consist primarily of temporary cash investments and trade
receivables. The Company places its temporary cash investments with financial
institutions and limits the amount of credit exposure to any one financial
institution. Concentrations of credit risk with respect to trade receivables are
limited due to the large number of customers and their dispersion across many
different industries and geographic areas.

Policy Benefits Reserves, Unpaid Losses and Loss Expenses

Liabilities for policy benefits payable on traditional life and certain
annuity policies are established in amounts adequate to meet estimated future
obligations on policies in force. These liabilities are computed using the net
level premium method and include mortality and withdrawal assumptions which are
based upon recognized actuarial tables and contain margins for adverse
deviation. At December 31, 1995, interest assumptions used to compute policy
benefits payable range from 2.5% to 12.8%.

With respect to annuity policies accounted for as investment contracts, the
liability for investment contract deposits consists of policy account balances
that accrue to the benefit of the policyholders, excluding surrender charges.
Fair value of investment contract deposits at December 31, 1995 is $380,774,000.

Liabilities for accident and health and other policy claims and benefits
payable represent estimates of payments to be made on insurance claims for
reported losses and estimates of losses incurred but not yet reported. These
estimates are based on past claims experience and consider current claim trends
as well as social and economic conditions.

With respect to property-casualty, the liability for unpaid losses is based
on the estimated ultimate cost of settling claims reported prior to the end of
the accounting period, estimates received from ceding reinsurers and estimates
for unreported losses based on RWIC's historical experience supplemented by

F-10
<PAGE> 63

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

insurance industry historical experience. The liability for unpaid loss
adjustment expenses is based on historical ratios of loss adjustment expenses
paid to losses paid. Amounts recoverable from reinsurers on unpaid losses are
estimated in a manner consistent with the claim liability associated with the
reinsured policy. Adjustments to the liability for unpaid losses and loss
expenses as well as amounts recoverable from reinsurers on unpaid losses are
charged or credited to expense in periods in which they are made.

Rental and Other Revenue

The Company recognizes its share of rental revenue on the accrual basis
pursuant to contractual arrangements between AMERCO, fleet owners, rental
dealers and customers. See Note 8 of Notes to Consolidated Financial Statements
for further discussion.

Premium Revenue

Accident and health, credit life and health, and property-casualty gross
premiums are earned on a pro rata basis over the term of the related contracts.
Traditional life and annuity premiums are recognized as revenue when due from
policyholders. Revenue for annuity policies accounted for as investment
contracts consist of margins and surrender charges that have been assessed
against policy account balances during the period. The portion of premiums not
earned at the end of the period is recorded as unearned premiums.

Reinsurance

Reinsurance premiums, commissions, and expense reimbursements related to
reinsured business are accounted for on bases consistent with those used in
accounting for the original policies issued and the terms of the reinsurance
contracts. Premiums ceded to other companies have been reported as a reduction
of premium income. Assets and liabilities relating to reinsured contracts are
reported gross of the effects of reinsurance. See also "Policy Benefits
Reserves, Unpaid Losses and Loss Expenses" above.

Income Taxes

In addition to charging income for taxes paid or payable, the provision for
income taxes reflects deferred income taxes resulting from changes in temporary
differences between the tax bases of assets and liabilities and their reported
amounts in the financial statements. The effect on deferred income taxes of a
change in tax rates is recognized in income in the period that includes the
enactment date.

The Company files a consolidated federal income tax return with its
insurance subsidiaries.

New Accounting Standards

Statement of Financial Accounting Standards No. 114 -- Accounting by
Creditors for Impairment of a Loan. Effective for years beginning after December
15, 1994, the standard requires that an impaired loan's fair value be measured
and compared to the recorded investment in the loan. If the fair value of the
loan is less than the recorded investment in the loan, a valuation allowance is
established. The Company adopted this statement in the first quarter of fiscal
1996, with no material impact on its financial condition or results of
operations.

Statement of Financial Accounting Standards No. 121 -- Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of.
Effective for fiscal years beginning after December 15, 1995, the standard
establishes accounting standards for the impairment of long-lived

F-11
<PAGE> 64

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

assets, certain identifiable intangibles, and goodwill related to those assets
to be held and used and for long-lived assets and certain identifiable
intangibles to be disposed of. This Statement requires that long-lived assets
and certain identifiable intangibles to be held and used by an entity be
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. In performing the
review for recoverability, the entity should estimate the future cash flows
expected to result from the use of the asset and its eventual disposition. If
the sum of the expected future cash flows (undiscounted and without interest
charges) is less than the carrying amount of the asset, an impairment loss is
recognized. Otherwise, an impairment loss is not recognized. Measurement of an
impairment loss for long-lived assets and identifiable intangibles that an
entity expects to hold and use should be based on the fair value of the asset.
The Company does not expect a material impact on its future financial condition
or results of operations due to implementation of the statement.

Statement of Financial Accounting Standards No. 123 -- Accounting for
Stock-Based Compensation. Effective for transactions entered into in fiscal
years that begin after December 15, 1995, the standard establishes a fair
value-based method of accounting for stock options and other equity instruments.
Under the fair value-based method of accounting, compensation cost is measured
at the grant date based on the fair value of the award and is recognized over
the service period. For stock options, fair value is determined using an
option-pricing model that takes into account as of the grant date, the exercise
price and expected life of the option, the current price of the underlying stock
and its expected volatility, the expected dividends on the stock and the
risk-free interest rate for the expected term of the option. The Company has a
stock option plan, but to date no stock options have been granted. The adoption
of this statement is not expected to have a material effect on the Company's
financial statements.

Statement of Position 93-7, "Reporting on Advertising Costs", was issued by
the Accounting Standards Executive Committee in December 1993. This statement of
position provides guidance on financial reporting on advertising costs in annual
financial statements. The statement of position requires reporting advertising
costs as expenses when incurred or when the advertising first takes place,
reporting the costs of direct-response advertising, and amortizing (over the
estimated period of benefit) the costs of direct-response advertising reported
as assets. The Company had been recording yellow page directory costs as
deferred assets and amortizing the costs over the duration of each listing. The
majority of listings last one year. The Company adopted this statement effective
April 1, 1995 recognizing additional advertising expense of $8,647,000 upon
implementation. The adoption had the effect of reducing net income by $5,474,000
($0.15 per share).

Other pronouncements issued by the Financial Accounting Standards Board
with future effective dates are either not applicable or not material to the
consolidated financial statements of the Company.

Earnings per Share

Earnings per common share are computed based on the weighted average number
of shares outstanding, excluding shares of the employee stock ownership plan
that have not been committed to be released. Net income is reduced for preferred
dividends. See Note 6 of Notes to Consolidated Financial Statements for further
discussion.

Financial Statement Presentation

Certain reclassifications have been made to the financial statements for
the years ended 1995 and 1994 to conform with the current year's presentation.

F-12
<PAGE> 65

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

2. RECEIVABLES

A summary of receivables follows:

<TABLE>
<CAPTION>
YEAR ENDED
------------------------
1996 1995
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
Trade accounts receivable................................. $ 16,885 $ 12,527
Mortgage and note receivables, net of discount............ 54,802 78,499
Note receivable and accrued interest from Three SAC....... 105,327 65,255
Premiums and agents' balances in course of collection..... 38,345 33,150
Reinsurance recoverable................................... 83,261 84,270
Accrued investment income................................. 15,243 13,377
Independent dealer receivable............................. 11,189 8,749
Other receivables......................................... 18,800 20,564
-------- --------
343,852 316,391
Less allowance for doubtful accounts...................... 3,288 4,639
-------- --------
$ 340,564 $ 311,752
======== ========
</TABLE>

During fiscal 1996, a subsidiary of the Company received principal payments
of $1,214,000, interest payments of $5,905,000 and management fees of $943,000
from SAC Self-Storage Corporation (SAC). Mark V. Shoen, a major stockholder,
director and officer of the Company owned all of the issued and outstanding
voting common stock of SAC. SAC Non-Business Trust holds the non-voting common
stock. During fiscal 1995, a subsidiary of the Company made a loan to SAC in the
total principal amount of $54,671,000 for the purchase of 44 self-storage
properties by SAC. Of the 44 SAC properties, SAC acquired 24 from the Company or
its subsidiaries at a purchase price equal to the Company's acquisition cost
plus capitalized costs. Such properties are currently being managed by the
Company pursuant to a management agreement, under which the Company receives a
management fee equal to 6% of the gross receipts from the properties. The
management fee percentage is consistent with the fee received by the Company for
other properties managed by the Company. The SAC loan consists of a senior note
and a junior note with outstanding balances at March 31, 1996 of $44,286,000 and
$9,170,000, respectively, bearing interest rates of 8.25% and 13.0%,
respectively. The largest aggregate amount outstanding during the year was
$54,671,000.

During fiscal 1996, a subsidiary of the Company received principal payments
of $591,000, interest payments of $2,546,000 and management fees of $170,000
from TWO SAC Self-Storage Corporation (TWO SAC). Mark V. Shoen, a major
stockholder, director and officer of the Company owned all of the issued and
outstanding voting common stock of TWO SAC. SAC Non-Business Trust holds the
non-voting common stock. During fiscal 1996 and 1995, a subsidiary of the
Company funded a loan to TWO SAC in the total principal amount of $51,168,000
for the purchase of 38 self-storage properties. Of the 38 TWO SAC properties,
TWO SAC acquired 27 from the Company or its subsidiaries at a purchase price
equal to the Company's acquisition cost plus capitalized costs. Such properties
are currently managed by the Company pursuant to a management agreement, under
which the Company receives a management fee equal to 6% of the gross receipts
from the properties. The management fee percentage is consistent with the fee
received by the Company for other properties managed by the Company. The TWO SAC
Loan consists of a senior note and a junior note with outstanding balances at
March 31, 1996

F-13
<PAGE> 66

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

of $43,532,000 and $7,637,000, respectively, bearing interest rates of 8.25% and
13.0%, respectively. The largest aggregate amount outstanding during the year
was $51,168,000.

On March 5, 1996, SAC and TWO SAC merged to form a new corporation, Three
SAC Self-Storage Corporation (Three SAC). Three SAC's voting common stock is
owned by SAC Holding Corporation (SAC Holding) and the non-voting preferred
stock is owned by SAC Non-Business Trust. The voting common stock of SAC Holding
is held by Mark V. Shoen, a major stockholder, director and officer of the
Company. Subsequent to year end, a subsidiary of the Company received principal
payments of $348,000, interest payments of $1,544,000 and management fees of
$492,000 from Three SAC.

The SAC Non-Business Trust dated as of May 24, 1995 with IBJ Schroder Bank
& Trust Company as Trustee, owns all of the issued and outstanding non-voting
preferred stock of Three SAC. Three SAC is capitalized with a contribution of
184,000 shares of Mark V. Shoen's AMERCO common stock. Three SAC has indicated
to the Company that it intends, after reserving sufficient funds for expenses
and other reasonable amounts, to distribute any remaining Three SAC funds to the
SAC Non-Business Trust. The SAC Non-Business Trust is required to distribute
funds to its Beneficiary, which must be a non-profit entity benefiting the
college age children of the Company's employees. At present, the Beneficiary is
the U-Haul Scholarship Foundation, which exists to award scholarships to the
children of the Company's qualifying employees. All scholarships will be awarded
on behalf of the U-Haul Scholarship Foundation by an independent panel of
educators.

Subsequent to year end, a subsidiary of the Company funded the purchase of
five properties by Four SAC Self-Storage Corporation (Four SAC) for an amount of
approximately $5,630,000. Four SAC is owned by SAC Holding. The voting common
stock of SAC Holding is held by Mark V. Shoen, a major stockholder, director,
and officer of the Company. Four SAC acquired one property from a subsidiary of
the Company at a purchase price equal to the Company's acquisition cost plus
capitalized costs. Such properties are currently managed by the Company for
which the Company will receive a management fee equal to 6% of the gross
receipts from the properties. The management fee percentage is consistent with
the fee received by the Company for other properties managed by the Company.

Management believes that the foregoing transactions were consummated on
terms equivalent to those that prevail in arm's-length transactions.

3. INVENTORIES

A summary of inventory components follows:

<TABLE>
<CAPTION>
YEAR ENDED
----------------------
1996 1995
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Trailers and truck parts and accessories.................... $ 23,609 $ 31,636
Moving aids and promotional items........................... 9,488 7,127
Hitches and towing components............................... 12,756 11,516
Other....................................................... 38 58
------- -------
$ 45,891 $ 50,337
======= =======
</TABLE>

Certain general and administrative expenses are allocated to ending
inventories. Such costs remaining in inventory at fiscal years ended 1996, 1995
and 1994 are estimated at $6,773,000, $6,848,000 and $7,679,000, respectively.
For the fiscal years ended March 31, 1996, 1995 and 1994,

F-14
<PAGE> 67

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

aggregate general and administrative costs were $427,234,000, $377,471,000 and
$430,209,000, respectively.

LIFO inventories, which represent approximately 97% and 98% of total
inventories at March 31, 1996 and 1995, respectively, would have been $4,166,000
and $3,657,000 greater at March 31, 1996 and 1995, respectively, if the
consolidated group had used the FIFO method.

4. INVESTMENTS

Major categories of net investment income consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------------
1995 1994 1993
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Fixed maturities................................ $ 59,992 $ 53,236 $ 52,903
Real estate..................................... 727 223 142
Policy loans.................................... 554 604 609
Mortgage loans.................................. 7,887 5,338 4,669
Short-term, amounts held by ceding reinsurers,
net and other investments..................... 1,601 2,064 874
------- ------- -------
Investment income............................... 70,761 61,465 59,197
Less investment expenses........................ 24,772 19,380 20,390
------- ------- -------
Net investment income........................... $ 45,989 $ 42,085 $ 38,807
======= ======= =======
</TABLE>

A comparison of amortized cost to estimated fair value for fixed maturities
is as follows:

DECEMBER 31, 1995

<TABLE>
<CAPTION>
PAR VALUE GROSS GROSS ESTIMATED
OR NUMBER AMORTIZED UNREALIZED UNREALIZED MARKET
OF SHARES COST GAINS LOSSES VALUE
--------- --------- ---------- ---------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Consolidated Held-to-Maturity
U.S. treasury securities and
government obligations.......... $ 18,355 $ 18,271 $ 2,108 $ (1) $ 20,378
U.S. government agency
mortgage-backed securities...... $ 60,376 59,912 1,348 (2,211) 59,049
Obligations of states and
political subdivisions.......... $ 34,300 33,983 1,742 (34) 35,691
Corporate securities.............. $ 192,334 197,475 6,102 (675) 202,902
Mortgage-backed securities........ $ 110,561 108,827 2,884 (1,013) 110,698
Redeemable preferred stocks....... 170 5,210 470 (4) 5,676
-------- ------- -------- --------
423,678 14,654 (3,938) 434,394
-------- ------- -------- --------
</TABLE>

F-15
<PAGE> 68

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

DECEMBER 31, 1995

<TABLE>
<CAPTION>
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
PAR VALUE COST GAINS LOSSES VALUE
--------- --------- ---------- ---------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Consolidated Available-for-Sale
U.S. treasury securities and government
obligations............................. $ 11,685 $ 11,789 $ 1,572 $ -- $ 13,361
U.S. government agency mortgage-backed
securities.............................. $ 20,711 20,713 637 (39) 21,311
States, municipalities and political
subdivisions............................ $ 10,400 10,581 660 (151) 11,090
Corporate securities...................... $ 319,611 324,804 14,595 (610) 338,789
Mortgage-backed securities................ $ 68,857 68,289 3,465 (281) 71,473
-------- ------- -------- --------
436,176 20,929 (1,081) 456,024
-------- ------- -------- --------
Total................................ $ 859,854 $ 35,583 $ (5,019) $ 890,418
======== ======= ======== ========
</TABLE>

DECEMBER 31, 1994

<TABLE>
<CAPTION>
PAR VALUE GROSS GROSS ESTIMATED
OR NUMBER AMORTIZED UNREALIZED UNREALIZED MARKET
OF SHARES COST GAINS LOSSES VALUE
--------- --------- ---------- ---------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Consolidated Held-to-Maturity
U.S. treasury securities and government
obligations............................. $ 28,157 $ 26,986 $ 415 $ (407) $ 26,994
U.S. government agency mortgage-backed
securities.............................. $ 52,394 52,081 207 (6,414) 45,874
Obligations of states and political
subdivisions............................ $ 32,285 31,941 1,822 (359) 33,404
Corporate securities...................... $ 223,825 231,873 898 (6,108) 226,663
Mortgage-backed securities................ $ 110,785 107,150 382 (9,371) 98,161
Redeemable preferred stocks............... 35 2,093 266 -- 2,359
-------- ------- -------- --------
452,124 3,990 (22,659) 433,455
-------- ------- -------- --------
</TABLE>

F-16
<PAGE> 69

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

DECEMBER 31, 1994

<TABLE>
<CAPTION>
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
PAR VALUE COST GAINS LOSSES VALUE
--------- --------- ---------- ---------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Consolidated Available-for-Sale
U.S. treasury securities and government
obligations............................. $ 9,685 $ 9,801 $ 430 $ (32) $ 10,199
U.S. government agency mortgage-backed
securities.............................. $ 8,982 8,868 602 (84) 9,386
States, municipalities and political
subdivisions............................ $ 3,325 3,610 -- (47) 3,563
Foreign government securities............. $ 2,500 2,534 28 (17) 2,545
Corporate securities...................... $ 210,184 211,495 864 (8,419) 203,940
Mortgage-backed securities................ $ 26,699 26,528 126 (2,983) 23,671
-------- ------ -------- --------
262,836 2,050 (11,582) 253,304
-------- ------ -------- --------
Total................................ $ 714,960 $ 6,040 $ (34,241) $ 686,759
======== ====== ======== ========
</TABLE>

Fixed maturities fair value are based on publicly quoted market prices at
the close of trading December 31, 1995 or December 31, 1994, as appropriate.

The amortized cost and estimated market value of debt securities by
contractual maturity are shown below. Expected maturities will differ from
contractual maturities because borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.

DECEMBER 31, 1995

<TABLE>
<CAPTION>
AMORTIZED ESTIMATED
COST FAIR VALUE
--------- ----------
(IN THOUSANDS)
<S> <C> <C>
Consolidated Held-to-Maturity
Due in one year or less................................... $ 24,214 $ 24,539
Due after one year through five years..................... 90,889 93,853
Due after five years through ten years.................... 120,876 124,950
After ten years........................................... 13,750 15,629
-------- --------
249,729 258,971
Mortgage-backed securities................................ 168,739 169,747
Redeemable preferred stock................................ 5,210 5,676
-------- --------
423,678 434,394
-------- --------
</TABLE>

F-17
<PAGE> 70

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

DECEMBER 31, 1995

<TABLE>
<CAPTION>
AMORTIZED ESTIMATED
COST FAIR VALUE
--------- ----------
(IN THOUSANDS)
<S> <C> <C>
Consolidated Available-for-sale
Due in one year or less........................................... 14,692 14,812
Due after one year through five years............................. 136,290 140,347
Due after five years through ten years............................ 159,537 168,771
After ten years................................................... 36,655 39,310
-------- --------
347,174 363,240
Mortgage-backed securities........................................ 89,002 92,784
-------- --------
436,176 456,024
-------- --------
Total........................................................ $ 859,854 $ 890,418
======== ========
</TABLE>

DECEMBER 31, 1994

<TABLE>
<CAPTION>
AMORTIZED ESTIMATED
COST FAIR VALUE
--------- ----------
(IN THOUSANDS)
<S> <C> <C>
Consolidated Held-to-Maturity
Due in one year or less........................................... $ 27,181 $ 27,037
Due after one year through five years............................. 155,096 155,296
Due after five years through ten years............................ 90,897 87,159
After ten years................................................... 17,626 17,569
-------- --------
290,800 287,061
Mortgage-backed securities........................................ 159,231 144,035
Redeemable preferred stock........................................ 2,093 2,359
-------- --------
452,124 433,455
-------- --------
</TABLE>

DECEMBER 31, 1994

<TABLE>
<CAPTION>
AMORTIZED ESTIMATED
COST FAIR VALUE
--------- ----------
(IN THOUSANDS)
<S> <C> <C>
Consolidated Available-for-sale
Due in one year or less........................................... 12,609 12,596
Due after one year through five years............................. 80,128 78,286
Due after five years through ten years............................ 129,496 123,999
After ten years................................................... 5,207 5,366
-------- --------
227,440 220,247
Mortgage-backed securities........................................ 35,396 33,057
-------- --------
262,836 253,304
-------- --------
Total........................................................ $ 714,960 $ 686,759
======== ========
</TABLE>

F-18
<PAGE> 71

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

Proceeds from sales of investments in debt securities during 1995 and 1994
were $101,565,000 and $71,242,000, respectively. Gross gains of $4,498,000 and
$1,447,000 and gross losses of $419,000 and $332,000 were realized on those
sales during 1995 and 1994, respectively. Proceeds from maturities and early
redemptions of investments in debt securities during 1995 and 1994 were
$86,612,000 and $117,233,000. Gross gains of $257,000 and $633,000 and gross
losses of $471,000 and $510,000 were realized on these securities during 1995
and 1994, respectively.

At December 31, 1995 and 1994 fixed maturities include bonds with an
amortized cost of $18,015,000 and $16,775,000, respectively, on deposit with
insurance regulatory authorities to meet statutory requirements.

Investments, other consists of the following:

<TABLE>
<CAPTION>
YEAR ENDED
------------------------
1996 1995
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
Short-term investments.................................... $ 17,671 $ 26,841
Mortgage loans............................................ 73,152 79,498
Real estate, foreclosed properties........................ 19,591 11,464
U.S. government security mutual fund...................... 5,883 5,883
Policy loans.............................................. 9,372 10,095
Other..................................................... 918 1,439
-------- --------
$ 126,587 $ 135,220
======== ========
</TABLE>

Real estate held for investment, net of accumulated depreciation of
$325,000 in 1995 and $357,000 in 1994, is comprised of land, buildings and
building improvements. Depreciation on buildings is computed using the
straight-line method. The general range of useful lives for buildings is 15 to
40 years. Depreciation on building improvements is computed utilizing the
straight-line method or an accelerated method over the range of useful lives of
10 to 15 years.

At December 31, 1995 and 1994, mortgage notes held by Ponderosa with a book
value of $73,152,000 and $79,498,000, respectively, were outstanding. The
estimated fair value of the notes at December 31, 1995 and 1994 was $81,924,000
and $86,132,000, respectively. The estimated fair values were determined using
the discounted cash flow method, using interest rates currently offered for
similar loans to borrowers with similar credit ratings. Ponderosa's investment
in mortgage loans, included as a component of investments, are reported net of
allowance for possible losses of $525,000 in both 1995 and 1994.

Short-term investments consists primarily of fixed maturities with a
maturity of less than one year from acquisition date. Mortgage loans,
representing first lien mortgages held by the insurance subsidiaries, are
carried at unpaid balances, less allowance for possible losses any unamortized
premium or discount. Real estate obtained through foreclosures and held for sale
is carried at the lower of cost or net realizable value. U.S. government
securities mutual fund is carried at cost which approximates market. Policy
loans are carried at their unpaid balance.

F-19
<PAGE> 72

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

5. NOTES AND LOANS PAYABLE

Notes and loans payable consist of the following:

<TABLE>
<CAPTION>
YEAR ENDED
------------------------
1996 1995
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
Short-term borrowings..................................... $ 73,000 $ 33,500
Notes payable to banks under revolving lines of credit,
unsecured 5.61% to 6.18% interest rates,................ 338,000 293,000
Medium-term notes payable, unsecured 8.55% to 11.50%
interest rates, due through 2000........................ 95,050 169,270
Notes payable to insurance companies, unsecured 5.89% to
10.27% interest rates, due through 2006................. 339,000 270,000
Notes payable to banks, unsecured 4.69% to 7.54% interest
rates, due through 2001................................. 84,100 111,700
Notes and Mortgages payable, secured 6.10% to 10.00%
interest rates, due through 2016........................ 68,984 3,660
Other notes payable, unsecured 9.50% interest rate, due
through 2005............................................ 86 92
-------- --------
$ 998,220 $ 881,222
======== ========
</TABLE>

Notes and mortgages payable are secured by land and buildings at various
locations which carry a net book value of $85,663,000 at March 31, 1996.

Revolving credit loans (long-term) are available from participating banks
under an agreement which provides for a total credit line of $365,000,000
through the expiration date of the revolving term of June 1, 1998. The Company
may elect to borrow under the credit agreement in the form of Eurodollar
borrowings or domestic dollar borrowings. Depending on the form of borrowing
elected, interest will be based on the prime rate, the certificate of deposit
rate, the federal funds effective rate or the interbank offering rate and in
addition, margin interest rates will be charged. Loans may also be at a fixed
rate based upon the discretion of the borrower and lender. At March 31, 1996,
the weighted average interest rate on borrowings outstanding was 5.73%.

F-20
<PAGE> 73

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

Facility fees, which are based upon the amount of credit line, aggregated
$977,000 and $901,000 for 1996 and 1995, respectively. As of March 31, 1996,
loans outstanding under the revolving credit line totaled $338,000,000.
Management intends to refinance the borrowings on a long-term basis by either
replacing them with long-term obligations, renewing or extending them.

<TABLE>
<CAPTION>
YEAR ENDED
---------------------------------------
1996 1995 1994
--------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
A summary of revolving credit activity
follows:
Weighted average interest rate
during the year............................ 6.20% 5.62% 3.62%
at year end................................ 5.73% 6.48% 3.93%
Maximum amount outstanding during the year... $ 343,000 $ 293,000 $ 159,750
Average amount outstanding during the year... $ 281,750 $ 191,146 $ 67,354
A summary of notes payable follows:
Weighted average interest rate:
during the year............................ 6.26% 5.25% 3.80%
at year end................................ 5.93% 6.44% 4.04%
Maximum amount outstanding during the year... $ 73,000 $ 135,000 $ 50,000
Average amount outstanding during the year... $ 37,583 $ 46,604 $ 11,380
</TABLE>

AMERCO has committed lines of credit with various banks totaling
$550,000,000 and uncommitted lines of credit of $62,575,000 at March 31, 1996.

The Company has executed interest rate swap agreements (SWAPS) to
potentially mitigate the impact of changes in interest rates on its floating
rate debt. These agreements effectively change the Company's interest rate
exposure on $168,000,000 of floating rate notes to a weighted average fixed rate
of 7.51%. The SWAP's mature at the time the related notes mature. During the
year a SWAP with a notional value of $25,000,000 matured. Incremental interest
expense associated with SWAP activity was $2,959,000, $7,092,000, and
$11,989,000 during 1996, 1995 and 1994, respectively.

Certain of the Company's credit agreements contain restrictive financial
and other covenants, including, among others, covenants with respect to
incurring additional indebtedness, maintaining certain financial ratios, and
placing certain additional liens on its properties and assets. At March 31,
1996, the Company was in compliance with these covenants.

In May 1996, the Company issued $175,000,000 of 7.85% Senior Notes Due May
15, 2003. The Company intends to apply the net proceeds from the sale of the
notes to pay down, at maturity, a portion of the Company's long-term debt.

F-21
<PAGE> 74

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

The annual maturities of long-term debt for the next five years, (if the
revolving credit lines are outstanding to maturity) adjusted for the transaction
referred to in the immediately preceding paragraph, are presented in the table
below:

<TABLE>
<CAPTION>
YEAR ENDED
-----------------------------------------------------------------
1997 1998 1999 2000 2001
--------- --------- --------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Mortgages................ $ 292 $ 507 $ 432 $ 195 $ 276
Medium-Term and Other
Notes.................. 66,807 14,258 11,009 3,010 11
Insurance Placements..... 63,833 45,762 50,762 19,429 24,429
Bank Placements.......... 21,600 1,600 40,900 24,818 24,818
Revolving Credit......... -- -- 163,000 -- --
-------- -------- -------- -------- --------
$ 152,532 $ 62,127 $ 266,103 $ 47,452 $ 49,534
======== ======== ======== ======== ========
</TABLE>

6. STOCKHOLDERS' EQUITY

In October 1992, the stockholders approved an amendment to the Company's
Articles of Incorporation to increase the authorized capital stock of the
Company to a total of 350,000,000 shares from 65,000,000 shares of Common Stock
and 5,000,000 shares of Preferred Stock. The increased capital stock consists of
150,000,000 shares of Common Stock, 150,000,000 shares of Serial Common Stock
and 50,000,000 shares of Preferred Stock. The Board of Directors (the Board) may
authorize the Serial Common Stock to be issued in such series and on such terms
as the Board shall determine. The amendment also clarifies the voting rights of
the Preferred Stock and allows the issuance of Preferred Stock with or without
par value.

In October 1993, the Company issued 6,100,000 shares of 8.5% cumulative, no
par, non-voting preferred stock. The preferred stock is not convertible into, or
exchangeable for, shares of any other class or classes of stock of the Company.
Dividends are payable quarterly in arrears and have priority as to dividends
over the Company's common stock. The preferred stock is not redeemable prior to
December 1, 2000. On or after December 1, 2000, the Company, at its option, may
redeem all or part of the preferred stock, for cash at $25.00 per share plus
accrued and unpaid dividends to the redemption date.

On February 1, 1994, the Company entered into Exchange Agreements with Mark
V. Shoen and James P. Shoen. Pursuant to the exchange agreements, in exchange
for 3,475,520 and 2,278,814 shares of common stock owned by Mark V. Shoen and
James P. Shoen, Mark V. Shoen and James P. Shoen received 3,475,520 and
2,278,814 shares of Series A common stock, respectively. The common stock and
the Series A common stock possess identical rights and privileges.

On April 13, 1994, the Company and Edward J. Shoen entered into an
Agreement in Principle pursuant to which the Company agreed to acquire all of
the outstanding capital stock of EJOS, Inc., all of which stock was held by
Edward J. Shoen and a certain irrevocable trust established by Edward J. Shoen,
in exchange for the same number of shares of the Company's common stock as were
held by EJOS, Inc. In exchange for EJOS, Inc.'s capital stock, Edward J. Shoen
and the irrevocable trust established by Edward J. Shoen received 3,483,681 and
559,443 shares of the Company's common stock, respectively. The exchange
described above was effected in accordance with the terms of an Agreement and
Plan of Exchange of Shares of EJOS, Inc. and AMERCO, dated May 18, 1994, among
EJOS, Inc., the Company, Edward J. Shoen, and the irrevocable trust established
by Edward J. Shoen. Edward J. Shoen is a major stockholder, Chairman of the
Board, and President of the Company.

F-22
<PAGE> 75

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

On August 24, 1994, the Company entered into an Exchange Agreement with
Edward J. Shoen, the Company's Chairman of the Board and President. Pursuant to
the exchange agreement, in exchange for 3,483,681 shares of common stock owned
by Edward J. Shoen, Edward J. Shoen received 3,483,681 shares of Series A common
stock. The common stock and the Series A common stock possess identical rights
and privileges.

On November 28, 1994, the Company entered into an Exchange Agreement with
Mark V. Shoen, a director and major stockholder of the Company. Pursuant to the
exchange agreement, in exchange for 3,475,520 shares of Series A common stock
owned by Mark V. Shoen, Mark V. Shoen received 3,475,520 shares of common stock.
The common stock and the Series A common stock possess identical rights and
privileges.

On May 31, 1995, the Company purchased 45,000 shares of the Company's
Common Stock from Paul F. Shoen, a major stockholder of the Company, for
$996,000 or $22.125 per share. The transaction was effected on Nasdaq. Paul F.
Shoen is the brother of Edward J., Mark V., and James P. Shoen, who are major
stockholders and directors of the Company.

On October 18, 1995, pursuant to a judgment in the Shoen Litigation, the
Company repurchased 3,343,076 shares of Common Stock held by Maran, Inc. in
exchange for approximately $22,733,000 and entered into a Settlement Agreement
with Mary Anna Shoen Eaton (Shoen Eaton) whereby in exchange for approximately
$41,352,000, Shoen Eaton released the Director-Defendants and the Company from
any liability relating to the Shoen Litigation. Shoen Eaton owns all the voting
stock of Maran, Inc. and is the sister of Edward J., Mark V., and James P.
Shoen, who are major stockholders and directors of the Company.

On January 30, 1996, pursuant to a judgment in the Shoen Litigation, the
Company repurchased 833,420 shares of Common Stock held by L.S.S., Inc. (L.S.S.)
in exchange for approximately $5,667,000 and funded damages to L.S. Shoen of
approximately $15,433,000. The Company also funded a total of approximately
$2,018,000 of statutory post-judgment interest on the above amounts. L.S. Shoen
owns all the voting stock of L.S.S. and is the father of Edward J., Mark V., and
James P. Shoen, who are major stockholders and directors of the Company.

On February 7, 1996, pursuant to a judgment in the Shoen Litigation, the
Company repurchased 1,651,644 shares of Common Stock held by Thermar, Inc.
(Thermar) by paying approximately $41,785,000, including damages. The Company
also paid to Thermar approximately $4,110,000 of statutory post-judgment
interest on such amount. Thermar's major stockholder, Theresa M. Romero, is the
sister of Edward J., Mark V., and James P. Shoen, who are major stockholders and
directors of the Company.

The above treasury share transactions were recorded net of tax of
$34,938,000.

F-23
<PAGE> 76

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

7. INCOME TAXES

The components of the consolidated expense for income taxes applicable to
operations are as follows:

<TABLE>
<CAPTION>
YEAR ENDED
---------------------------------------
1996 1995 1994
--------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Current:
Federal...................................... $ -- $ 12,629 $ 2,112
State........................................ 637 1,038 185
Deferred:
Federal...................................... 33,790 19,678 16,365
State 1,405 79 1,191
-------- -------- --------
$ 35,832 $ 33,424 $ 19,853
======== ======== ========
</TABLE>

Deferred tax liabilities (assets) are comprised as follows:

<TABLE>
<CAPTION>
YEAR ENDED
---------------------------------------
1996 1995 1994
--------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Accelerated depreciation of:
property, plant and equipment................ $ 184,402 $ 155,756 $ 145,391
Benefit of tax NOL and credit carryforwards.... (89,798) (64,076) (74,905)
Rental equipment overhaul costs amortized...... 169 419 751
Deferred inventory adjustments................. (2,581) (103) (1,177)
Deferred acquisition costs..................... 17,137 15,720 15,361
Deferred gain from intercompany transactions... 1,141 459 (894)
Bad debt expense............................... (334) (1,935) (1,635)
Accrued expense on future dealer benefits...... (4,356) (3,451) (3,347)
Accrued vacation and sick-pay.................. (1,663) (1,338) (1,182)
Customer deposit liability..................... (3,790) (2,884) (2,375)
Deferred revenue from sale/leaseback........... (150) (437) (1,357)
Accrued retirement expense..................... (2,494) (2,279) (1,755)
Policy benefits and losses, claims and loss
expenses payable............................. (26,600) (24,671) (24,022)
Other.......................................... (2,344) (2,455) (283)
-------- -------- --------
Total........................................ $ 68,739 $ 68,725 $ 48,571
======== ======== ========
</TABLE>

F-24
<PAGE> 77

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
YEAR ENDED
---------------------------------------
1996 1995 1994
--------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Balance comprised of:
Deferred tax assets.......................... $ 4,571 $ 2,312 $ 2,220
Deferred tax liability....................... 73,310 71,037 50,791
------- ------- -------
Net deferred taxes............................. $ 68,739 $ 68,725 $ 48,571
======= ======= =======
</TABLE>

Actual tax expense reported on earnings from operations differs from the
"expected" tax expense amount (computed by applying the United States federal
corporate tax rate of 35% in 1996, 1995 and 1994) as follows:

<TABLE>
<CAPTION>
YEAR ENDED
-----------------------------------
1996 1995 1994
--------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Computed "expected" tax expense..................... $ 33,679 $ 32,696 $ 23,276
Increases (reductions) in taxes resulting from:
Tax-exempt interest income........................ (714) (1,243) (1,525)
Dividends received deduction...................... -- (62) (101)
Net reinsurance effect............................ -- 120 120
Canadian subsidiary income tax (expense) benefit
unrealized..................................... (1,235) (1,078) (204)
True-up of prior year estimated current tax....... 2,112 1,030 (1,327)
Federal tax benefit of state and local taxes...... (223) (391) (482)
Other............................................. 1,576 1,235 (1,280)
------- ------- -------
Actual federal tax expense..................... 35,195 32,307 18,477
State and local income tax expense................ 637 1,117 1,376
------- ------- -------
Actual tax expense of operations............... $ 35,832 $ 33,424 $ 19,853
======= ======= =======
</TABLE>

Under the provisions of the Tax Reform Act of 1984 (the Act), the balance
in Oxford's account designated "Policyholders' Surplus Account" is frozen at its
December 31, 1983 balance of $19,251,000. Federal income taxes (Phase III) will
be payable thereon at applicable current rates if amounts in this account are
distributed to the stockholder or to the extent the account exceeds a prescribed
maximum. Oxford did not incur a Phase III liability for the years ended December
31, 1995, 1994 and 1993.

The Internal Revenue Service has examined AMERCO's income tax returns for
the years ended 1990 and 1991. All agreed issues have been provided for in the
financial statements including the application of such adjustments to open
years. The tax effect of the unagreed issues will not have a material impact on
the financial statements.

At year-end 1996 AMERCO and RWIC have non-life net operating loss
carryforwards available to offset taxable income in future years of $181,779,000
for tax purposes. These carryforwards expire in 2003 through 2011. AMERCO has
alternative minimum tax credit carry forwards of $15,214,000 which do not have
an expiration date, but may only be utilized in years in which regular tax
exceeds alternative minimum tax. The use of certain carryforwards may be limited
or prohibited if a reorganization or other change in corporate ownership were to
occur.

F-25
<PAGE> 78

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

Provision for federal income taxes has not been made for the difference
between the Company's book and tax bases of its investment in Ponderosa, since
the Company believes such difference to be permanent in duration.

During 1994, Oxford dividended their investment in RWIC common stock to
Ponderosa at its book value. As a result of such dividend, a deferred
intercompany gain arose due to the difference between the book value and fair
value of such common stock. However, such gain can only be triggered if certain
events occur. To date, no events have occurred which would trigger such gain
recognition. No deferred taxes have been provided in the accompanying
consolidated financial statements as management believes that no events have
occurred to trigger such gain.

8. TRANSACTIONS WITH FLEET OWNERS AND OTHER RENTAL EQUIPMENT OWNERS

Fleet Owners (independent rental equipment owners) own approximately 15% of
all U-Haul rental trailers, .03% of all U-Haul rental trucks and certain other
rental equipment. There are over 5,300 fleet owners, including certain officers,
directors, employees and stockholders of the Company. All rental equipment is
operated under contract with U-Haul, a wholly-owned subsidiary of AMERCO,
whereby U-Haul administers the operations and marketing of such equipment and in
return receives a percentage of rental fees paid by customers. AMERCO guarantees
performance of these contracts. Based on the terms of various contracts, rental
fees are distributed to the subsidiaries of AMERCO (for services as operators),
to the fleet owners (including certain subsidiaries and related parties of
AMERCO) and to Rental Dealers (including Company-operated U-Haul Centers).

The Company owns over 99% of all general rental items and the remainder of
the rental equipment is consigned to AMERCO and its consolidated subsidiaries.
The equipment is operated under various contracts with subsidiaries of AMERCO,
whereby the consolidated group administers the operations and marketing of the
equipment. In return the investors receive a percentage of the rental fees paid
by customers.

Oxford reinsures short-term accidental death and medical insurance risks
for customers who rent vehicles owned by the Company and fleet owners. Premiums
earned were $1,600,000, $1,556,000 and $1,428,000 for the years ended December
31, 1995, 1994 and 1993, respectively.

RWIC insures and reinsures general liability, auto liability, and workers'
compensation coverage for member companies of the consolidated group. Premiums
earned by RWIC on these policies were $12,669,000, $20,575,000 and $18,798,000
during the years ended December 31, 1995, 1994 and 1993, respectively, and were
eliminated in consolidation.

RWIC insures and reinsures certain risks of U-Haul customers and
independent fleet owners. Premiums earned on these policies were $43,400,000,
$39,300,000 and $32,800,000 during the years ended December 31, 1995, 1994 and
1993, respectively.

9. DEALER FINANCIAL SECURITY PLAN

In September 1984, the Company adopted an unfunded dealer financial
security plan (the Security Plan) for its independent dealers and their key
employees who elected to enroll in the plan. Subsequent to the initial
enrollment in the Security Plan, the Company suspended the plan to additional
enrollees. Under the Security Plan, deductions are made from dealer commissions
in return for future benefits including death, disability and retirement
benefits. These benefits are paid directly from the general assets of the
Company. Life insurance is carried on each Security Plan participant in favor of
the Company to indirectly fund future benefit payments. Total deductions
withheld from commissions were

F-26
<PAGE> 79

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

$142,000, $466,000 and $613,000 for the years ended 1996, 1995, and 1994
respectively. Total insurance premium expense amounted to $1,264,000, $1,294,000
and $1,304,000 for the years ended 1996, 1995 and 1994 respectively. Benefits
paid under the Security Plan for the years ended 1996, 1995 and 1994 were not
material.

10. EMPLOYEE BENEFIT PLANS

AMERCO and its subsidiaries participate in the AMERCO Employee Savings,
Profit Sharing and Employee Stock Ownership Plan (the Plan) which is designed to
provide all eligible employees with savings for their retirement and to acquire
a proprietary interest in the Company.

The Plan has three separate features: a profit sharing feature (the Profit
Sharing Plan) under which the Employer may make contributions on behalf of
participants; a savings feature (the Savings Plan) which allows participants to
defer income under Section 401(k) of the Internal Revenue Code of 1986; and an
employee stock ownership feature (the ESOP) under which the Company may make
contributions of AMERCO common stock or cash to acquire such stock on behalf of
participants. Generally, employees of the Company are eligible to participate in
the Plan upon completion of a one year service requirement.

At its discretion, profits of such amounts as determined by the Board of
Directors (which shall not exceed the amounts that are deductible under the
Internal Revenue Code) may be contributed to the Profit Sharing Plan at the end
of each Plan year to a designated trustee and administered and applied in
accordance with the terms of the trust agreement. The Company did not contribute
to the Profit Sharing Plan during the years ended 1996, 1995 and 1994.

Under the Savings Plan, an employee may make pre-tax contributions of up to
eighteen percent of base salary. Participants are immediately vested in all
contributions plus actual earnings thereon.

The ESOP is designed to enable eligible employees to acquire a proprietary
interest in the Company. The Company may, in its sole and absolute discretion,
elect to contribute to the trust fund amounts to be used by the ESOP trustee to
purchase shares of the $0.25 par value common stock of the Company and/or the
Company may contribute stock directly to the trust fund.

To fund the ESOP trust (ESOT), the Company borrowed $16,000,000 repayable
over ten years in annual installments of $1,600,000 beginning December 1989.
Proceeds of this borrowing were loaned to the ESOT on the same terms and are
used by the ESOT to purchase shares of AMERCO common stock. Interest payments
under this agreement were $309,000, $313,000, and $253,000 for 1996, 1995 and
1994, respectively. As of March 31, 1996, $4,100,000 is outstanding under this
agreement.

To fund additional purchases of the Company stock, in May 1990 the ESOT
borrowed $1,172,000 from the Company repayable over ten years under a stock
pledge agreement. The interest rate is based upon the average interest rate paid
by the Company. Interest payments under this agreement were $59,000, $72,000,
and $90,000 for 1996, 1995 and 1994, respectively. As of March 31, 1996,
$586,000 is outstanding under this agreement.

During fiscal year 1991, the Company executed an additional stock pledge
agreement with the ESOT to make loans available in an aggregate principal amount
equal to $10,000,000 over a five year commitment period. In April 1994 the ESOT
modified the 1991 agreement to increase the commitment from $10,000,000 to
$20,000,000 and extend the commitment period an additional five years.
Borrowings under the agreement are repaid based upon a twenty year amortization
period. Interest is based upon the average rate paid by AMERCO under all
promissory notes, commercial paper and other evidences of indebtedness issued by
AMERCO and outstanding as of the date the rate is to be

F-27
<PAGE> 80

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

calculated. Under this agreement, $18,643,000 is outstanding at March 31, 1996.
Interest payments under this agreement were $1,131,000, $745,000, and $474,000
for 1996, 1995 and 1994, respectively.

Shares are released from collateral and allocated to active employees based
on the proportion of debt service paid in the plan year. Contributions to the
ESOT charged to expense were $2,904,000, $2,571,000, and $2,269,000 for the
years ended 1996, 1995 and 1994, respectively.

Effective April 1, 1994, the Company adopted Statement of Position 93-6
"Employers' Accounting for Employee Stock Ownership Plans" for shares purchased
subsequent to December 31, 1992. Accordingly, the shares pledged as collateral
are reported as unearned ESOP shares in the statement of financial position. As
shares purchased after December 31, 1992 are released from collateral, the
Company reports compensation expense equal to the current market price of the
shares, and the shares become outstanding for earnings-per-share computations.
Dividends on allocated ESOP shares are recorded as a reduction of retained
earnings; dividends on unallocated ESOP shares are recorded as a reduction of
debt and accrued interest.

Shares purchased prior to December 31, 1992 are not accounted for under the
above guidance. Dividends are recorded as a reduction of retained earnings,
shares are considered outstanding for earnings-per-share calculations, and
compensation expense is based upon debt service.

The ESOP shares as of March 31 were as follows:

<TABLE>
<CAPTION>
SHARES ISSUED
SHARES ISSUED PRIOR SUBSEQUENT TO
TO DECEMBER, 1992 DECEMBER, 1992
--------------------- ---------------------
1996 1995 1996 1995
-------- -------- -------- --------
(IN THOUSANDS) (IN THOUSANDS)
<S> <C> <C> <C> <C>
Allocated shares......................... 1,367 1,233 43 13
Shares committed to be released.......... -- -- 11 8
Unreleased shares........................ 980 1,211 783 594
------ ------- ------- -------
Total ESOP shares........................ 2,347 2,444 837 615
====== ======= ======= =======
Fair value of unreleased shares.......... $ 9,499 $ 11,408 $ 18,988 $ 12,697
====== ======= ======= =======
</TABLE>

For purposes of this schedule, fair value of unreleased shares issued prior
to December 31, 1992 is defined as the historical cost of such shares. Fair
value of unreleased shares issued subsequent to December 31, 1992 is defined as
the March 31 trading value of such shares for 1996 and 1995. Management
considers the actual fair value of the shares to be in excess of their trading
value. See also Note 17.

Oxford insures various group life and group disability insurance plans
covering employees of the consolidated group. Premiums earned were $2,138,000,
$1,896,000, and $1,325,000 during the years ended December 31, 1995, 1994 and
1993, respectively and were eliminated in consolidation.

11. POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS

The Company provides medical and life insurance benefits to retired
employees and eligible dependents over age 65 if the employee meets specified
age and service requirements.

The Company uses the accrual method of accounting for postretirement
benefits. Prior to 1994, the Company recognized these costs, which were not
material, as claims were incurred. Upon adoption of SFAS 106, the Company
elected to immediately recognize the cumulative effect of the change in

F-28
<PAGE> 81

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

accounting for postretirement benefits of $5.0 million ($3.1 million net of
income tax benefit) which represents the accumulated postretirement benefit
obligation (APBO) existing at April 1, 1993. In addition, the impact of the
change in ongoing operations is an increase in expense of approximately
$632,000, $592,000 and $1,087,000 in 1996, 1995 and 1994, respectively. The
Company continues to fund medical and life insurance benefit costs as claims are
incurred.

The components of net periodic postretirement benefit cost for 1996, 1995
and 1994 are as follows:

<TABLE>
<CAPTION>
1996 1995 1994
----- ----- -----
(IN THOUSANDS)
<S> <C> <C> <C>
Service cost for benefits earned during the period....... $ 346 $ 360 $ 325
Interest cost on APBO.................................... 422 382 405
Other components......................................... (81) -- --
---- ---- ----
Net periodic postretirement benefit cost................. $ 687 $ 742 $ 730
==== ==== ====
</TABLE>

The 1996 and 1995 postretirement benefit liability included the following
components:

<TABLE>
<CAPTION>
1996 1995
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Actuarial present value of postretirement benefit
obligation:
Retirees.................................................. $ (2,010) $ (1,638)
Eligible active plan participants......................... (344) (341)
Other active plan participants............................ (3,597) (3,105)
-------- --------
Accumulated postretirement benefit obligation............... (5,951) (5,084)
Unrecognized net gain....................................... (1,366) (1,601)
-------- --------
$ (7,317) $ (6,685)
======== ========
</TABLE>

The discount rate assumptions in computing the information above were as
follows:

<TABLE>
<CAPTION>
1996 1995 1994
----- ----- -----
<S> <C> <C> <C>
Accumulated postretirement benefit obligation............ 7.00% 8.50% 7.75%
</TABLE>

The year-to-year fluctuations in the discount rate assumptions primarily
reflect changes in U.S. interest rates. The discount rate represents the
expected yield on a portfolio of high-grade (AA-AAA rated or equivalent)
fixed-income investments with cash flow streams sufficient to satisfy benefit
obligations under the plans when due.

The assumed health care cost trend rate used in measuring the accumulated
postretirement benefit obligation was 8.50% in 1996, declining annually to an
ultimate rate of 4.20% in 2010. The assumed health care cost trend rate reflects
a $20,000 maximum lifetime benefit included in the Company's plan.

If the health care cost trend rate assumptions were increased by 1.0%, the
APBO as of March 31, 1996 would be increased by approximately $979,000. The
effect of this change on the sum of the service cost and interest cost
components of net periodic postretirement benefit cost for 1996 would be an
increase of approximately $157,000.

Postemployment benefits provided by the Company are not material.

F-29
<PAGE> 82

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

12. REINSURANCE

The Company assumes and cedes reinsurance on both a coinsurance and risk
premium basis. The Company obtains reinsurance for that portion of risks
exceeding retention limits. The maximum amount of life insurance retained on any
one life is $100,000.

The Company also reinsures a wide range of property-casualty risks with
third parties and insures general and auto liability, multiple peril and
worker's compensation coverage for the consolidated group, independent fleet
owners and customers as a direct writer and as a reinsurer through third party
companies.

To the extent that a reinsurer is unable to meet its obligation under the
related reinsurance agreements, the Company would remain liable for the unpaid
losses and loss expenses. Pursuant to certain of these agreements, the Company
holds letters of credit in the amount of $9,800,000 from reinsurers. The Company
has issued letters of credit totaling approximately $2,100,000 in favor of
certain ceding companies.

RWIC is a reinsurer of municipal bond insurance through an agreement with
MBIA, Inc. Premiums generated through this agreement are recognized on a pro
rata basis over the contract coverage period. Unearned premiums on this coverage
approximated $4,800,000 and $4,400,000 as of December 31, 1995 and 1994,
respectively. RWIC's share of case loss reserves related to this coverage is
approximately $42,000 at December 31, 1995. RWIC's aggregate exposure for Class
1 municipal bond insurance was $797,600,000 as of December 31, 1995.

A summary of reinsurance transactions by business segment follows:

<TABLE>
<CAPTION>
PERCENTAGE
CEDED ASSUMED OF AMOUNT
DIRECT TO OTHER FROM OTHER NET ASSUMED TO
AMOUNT COMPANIES COMPANIES AMOUNT NET
-------- --------- ----------- ----------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
YEAR ENDED 1995
Life insurance in force..... $ 35,257 $ 481 $ 2,586,485 $ 2,621,261 99%
======= ======= ========== ==========
Premiums earned:
Life...................... $ 2,078 17 8,414 10,475 80%
Accident and health....... 4,877 183 2,574 7,268 35%
Annuity................... -- -- 8,453 8,453 100%
Property casualty......... 91,373 33,031 69,711 128,053 54%
------- ------- ---------- ----------
Total................ $ 98,328 $ 33,231 $ 89,152 $ 154,249
======= ======= ========== ==========
</TABLE>

F-30
<PAGE> 83

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
PERCENTAGE
CEDED ASSUMED OF AMOUNT
DIRECT TO OTHER FROM OTHER NET ASSUMED TO
AMOUNT COMPANIES COMPANIES AMOUNT NET
-------- --------- ----------- ----------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
YEAR ENDED 1994
Life insurance in force..... $ 32,046 $ 500 $ 2,729,372 $ 2,760,918 99%
======= ======= ======= ========
Premiums earned:
Life...................... $ 1,601 16 8,149 9,734 84%
Accident and health....... 3,980 198 1,513 5,295 29%
Annuity................... 61 -- 7,696 7,757 99%
Property casualty......... 86,869 40,871 66,864 112,862 59%
------- ------- ------- --------
Total................. $ 92,511 $ 41,085 $ 84,222 $ 135,648
======= ======= ======= ========
</TABLE>

<TABLE>
<CAPTION>
PERCENTAGE
CEDED ASSUMED OF AMOUNT
DIRECT TO OTHER FROM OTHER NET ASSUMED TO
AMOUNT COMPANIES COMPANIES AMOUNT NET
-------- --------- ----------- ----------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
YEAR ENDED 1993
Life insurance in force..... $ 19,860 $ 524 $ 2,979,714 $ 2,999,050 99%
Premiums earned:
Life...................... $ 53 16 8,876 8,913 99%
Accident and health....... 1,120 209 1,455 2,366 61%
Annuity................... -- -- 5,419 5,419 100%
Property casualty......... 81,676 45,122 70,092 106,646 66%
------- ------- ------- --------
Total................. $ 82,849 $ 45,347 $ 85,842 $ 123,344
======= ======= ======= ========
</TABLE>

13. CONTINGENT LIABILITIES AND COMMITMENTS

The Company occupies certain facilities and uses certain equipment under
operating lease commitments with terms expiring through 2079. Lease expense was
$69,097,000, $66,487,000 and $84,359,000 for the years ended 1996, 1995 and
1994, respectively. During the year ended March 31, 1996, U-Haul Leasing & Sales
Co., a wholly-owned subsidiary of U-Haul, entered into twelve transactions, and
has subsequently entered into three additional transactions, whereby the Company
sold rental trucks and subsequently leased them back. AMERCO has guaranteed
$38,650,000 of residual values at March 31, 1996 and an additional $3,600,000 of
residual values subsequent to March 31, 1996 on these assets at the end of the
respective lease terms. Certain leases contain renewal and fair market value
purchase options as well as mileage and other restrictions similar to covenants
disclosed in Note 5 of Notes to Consolidated Financial Statements for notes
payable and loan agreements. Also, subsequent to year end, U-Haul entered into
one lease transaction, whereby the Company sold and subsequently leased back
computer equipment.

F-31
<PAGE> 84

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

Following are the lease commitments for leases having terms of more than
one year (in thousands):

<TABLE>
<CAPTION>
YEAR END 1996
-----------------------------
PROPERTY, PLANT ADDITIONS
AND OTHER RENTAL SUBSEQUENT TO
YEAR ENDED EQUIPMENT TRUCKS YEAR END TOTAL
------------------------------- --------------- --------- ------------- ---------
<S> <C> <C> <C> <C>
1997........................... $ 2,115 $ 64,592 $ 4,059 $ 70,766
1998........................... 1,571 64,592 5,004 71,167
1999........................... 1,325 64,592 5,004 70,921
2000........................... 495 64,592 5,005 70,092
2001........................... 457 48,639 4,353 53,449
Thereafter..................... 3,700 31,480 9,002 44,182
------ -------- ------- --------
$ 9,663 $ 338,487 $ 32,427 $ 380,577
====== ======== ======= ========
</TABLE>

In the normal course of business, the Company is a defendant in a number of
suits and claims. The Company is also a party to several administrative
proceedings arising from state and local provisions that regulate the removal
and/or cleanup of underground fuel storage tanks. It is the opinion of
management that none of such suits, claims, or proceedings involving the
Company, individually or in the aggregate, are expected to result in a material
loss. Also see Notes 12 and 14 of Notes to Consolidated Financial Statements.

14. LEGAL PROCEEDINGS

A judgment was entered on February 21, 1995, in an action in the Superior
Court of the State of Arizona, Maricopa County, entitled Samuel W. Shoen, M.D.,
et al. v. Edward J. Shoen, et al., No. CV88-20139, instituted August 2, 1988
(the Shoen Litigation) against Edward J. Shoen, James P. Shoen, Aubrey K.
Johnson, John M. Dodds, and William E. Carty, who are current members of the
Board of Directors of the Company and against Paul F. Shoen, who is a former
director. The Company was also a defendant in the action as originally filed,
but was dismissed from the action on August 15, 1994. The plaintiffs alleged,
among other things, that certain of the individual plaintiffs were wrongfully
excluded from sitting on the Company's Board of Directors in 1988 through the
sale of Company Common Stock to certain key employees. That sale allegedly
prevented the plaintiffs from gaining a majority position in the Company's
Common Stock and control of the Company's Board of Directors. The plaintiffs
alleged various breaches of fiduciary duty and other unlawful conduct by the
individual defendants and sought equitable relief, compensatory damages,
punitive damages, and statutory post judgment interest.

Based on the plaintiffs' theory of damages, the court ruled that the
plaintiffs elected as their remedy in this lawsuit to transfer their shares of
stock in AMERCO to the defendants upon the satisfaction of the judgment. The
judgment was entered against the defendants in the amount of approximately
$461.8 million plus interest and taxable costs. In addition, on February 21,
1995, judgment was entered against Edward J. Shoen in the amount of $7 million
as punitive damages. On March 23, 1995, Edward J. Shoen filed a notice of appeal
with respect to the award of punitive damages.

Pursuant to separate indemnification agreements, the Company has agreed to
indemnify the defendants to the fullest extent permitted by law or the Company's
Articles of Incorporation or By-Laws, for all expenses and damages incurred by
the defendants in this proceeding, subject to certain exceptions. In addition,
the transfer of Common Stock from the plaintiffs to the defendants would
implicate rights held by the Company. For example, pursuant to the Company's
By-Laws, the Company has certain rights of first refusal with respect to the
transfer of the plaintiffs' stock. Furthermore, the

F-32
<PAGE> 85

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

defendants' rights to acquire the plaintiffs' stock may present a corporate
opportunity which the Company is entitled to exercise.

On February 21, 1995, Edward J. Shoen, James P. Shoen, Aubrey K. Johnson,
John M. Dodds, and William E. Carty (the Director-Defendants) filed for
protection under Chapter 11 of the federal bankruptcy laws, resulting in the
issuance of an order automatically staying the execution of the judgment against
those defendants. In late April 1995, the Director-Defendants, in cooperation
with the Company, filed plans of reorganization in the United States Bankruptcy
Court for the District of Arizona, all of which propose the same funding and
treatment of the plaintiffs' claims resulting from the judgment in the Shoen
Litigation. The plans of reorganization, as amended and restated on February 29,
1996 were confirmed by the bankruptcy court on March 15, 1996. The plans, as
confirmed, shall collectively be referred to as the "Plan".

On April 25, 1995, the Director-Defendants filed an action in the
bankruptcy court seeking injunctive relief to prevent the Company from
conducting its annual meetings of stockholders until the Plan is confirmed
and/or to prevent the plaintiffs from voting the common stock that they are
required to transfer pursuant to the Shoen Litigation. On June 8, 1995, the
bankruptcy court issued a memorandum decision and an order enjoining the Company
from holding its 1994 Annual Meeting of Stockholders (which was originally
delayed as a result of litigation initiated by Paul F. Shoen) or any subsequent
annual meeting of stockholders until the court enters an order confirming or
denying confirmation of the Plan or until further order of the court. On June
21, 1996, the bankruptcy court issued an order enjoining the annual meetings
until consummation of the Plan. The Company has not scheduled the 1994, 1995, or
1996 Annual Meetings of Stockholders. However, the Company anticipates that such
meetings will occur as soon as practicable after the consummation of the Plan.

In early October 1995, the Director-Defendants made written demand upon the
Company to make them whole for losses resulting from the judgment in the Shoen
Litigation. The Director-Defendants also asserted substantial claims against the
Company related to or arising from the Shoen Litigation, including, but not
limited to, claims for financial losses, emotional distress, loss of business
and/or professional reputation, loss of credit standing and breach of contract.
The Director-Defendants claim that their actions that form the basis for the
judgment in the Shoen Litigation were actions within the scope of the
Director-Defendants' duties and that such actions were undertaken in good faith
and for the benefit of the Company.

In addition, the Director-Defendants had retained unexpired appeal rights
with respect to the Shoen Litigation. If the Director-Defendants exercised such
appeal rights, the damage award may have increased and the Company may have been
exposed to increased liability to the Director-Defendants under existing
indemnity agreements.

In recognition of the foregoing and of the substantial risks associated
with an appeal of the Shoen Litigation, on October 17, 1995, the Company entered
into an agreement (the Agreement) with the Director-Defendants resolving the
foregoing issues. Under the Agreement, the Company agreed, among other things,
to fund the Plan and to release the Director-Defendants from all claims the
Company may have against them arising from the Shoen Litigation. In addition,
the Director-Defendants agreed, (i) to release, subject to certain exceptions,
the Company from any claim they may have against it pursuant to any
indemnification agreements, (ii) to assign all rights they have under the Shoen
Litigation to the Company, (iii) to waive all appeal rights related to the Shoen
Litigation (not including Edward J. Shoen's appeal of the punitive damage
award), and (iv) not to oppose the Company should it elect to exercise its right
of first refusal on any Common Stock to be transferred by the plaintiffs upon
satisfaction of the judgment in the Shoen Litigation.

F-33
<PAGE> 86

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

On September 19, 1995, the Director-Defendants entered into a Stock
Purchase Agreement with one of the plaintiffs in the Shoen Litigation, Maran,
Inc., a Nevada corporation (Maran). All of Maran's voting stock was held by Mary
Anna Shoen Eaton (Shoen Eaton), who was also a plaintiff in the Shoen
Litigation. Under the Stock Purchase Agreement, the Director-Defendants agreed
to purchase 3,343,076 shares of Common Stock held by Maran in exchange for
approximately $22.7 million. The Stock Purchase Agreement was approved by the
bankruptcy court on October 10, 1995. On October 18, 1995, the Company exercised
its right of first refusal and repurchased the Common Stock that was the subject
of the Stock Purchase Agreement for the price set forth therein. In addition, on
September 19, 1995, the Director-Defendants, Shoen Eaton, Maran, and the Company
entered into a Settlement Agreement, providing for the payment to Shoen Eaton of
approximately $41.4 million in exchange for a full release of all claims against
the Company and the Director-Defendants, including all claims asserted by her in
the Shoen Litigation. The Settlement Agreement was approved by the bankruptcy
court on October 10, 1995, and the payment was made on October 18, 1995. As a
result of the foregoing, and after giving effect to the discount achieved
through settlement, approximately $84.6 million of the judgment in the Shoen
Litigation was satisfied.

Pursuant to the judgment in the Shoen Litigation, on January 30, 1996, the
Company acquired 833,420 shares of Common Stock held by L.S.S., Inc. (L.S.S.) in
exchange for approximately $5.7 million and paid damages to L.S. Shoen of
approximately $15.4 million. The Company also funded a total of approximately
$2.1 million of statutory post-judgment interest on the above amounts. In
addition, on February 7, 1996, the Company acquired 1,651,644 shares of Common
Stock held by Thermar, Inc. (Thermar) by paying Thermar approximately $41.8
million. The Company also tendered to Thermar approximately $4.1 million of
statutory post-judgment interest on such amount. As a result of the foregoing
transactions, the balance of the judgment has been reduced to approximately
$315.2 million, plus interest claimed by the plaintiffs.

With respect to the remaining plaintiffs in the Shoen Litigation, the Plan
provides for the payment by the Company of approximately $84.5 million in
exchange for 12,426,836 shares of Common Stock held by four of the plaintiffs
and for the payment by the Company of approximately $230.7 million to certain of
the plaintiffs as damages.

As of the date hereof, an issue remains whether or not the plaintiffs are
entitled to statutory post-judgment interest at the rate of 10% per year. As of
June 24, 1996, total accrued interest on the outstanding balance of the judgment
is approximately $42.2 million and is accruing at the rate of approximately
$86,000 per day. Briefing regarding post-petition date interest and the
computation thereof was completed June 21, 1996. A July 19, 1996 hearing date
has been set by the bankruptcy court. Those reserved issues do not affect the
finality of the bankruptcy court's order confirming the Plan (Confirmation
Order) in each Director-Defendant's Chapter 11 case. If the dispute regarding
post-petition date interest is decided adversely to the Director-Defendants and
the Company, they intend to appeal any such decision. Pending the final
resolution of the post-petition date interest dispute (including all appeals by
either side), the Company intends to deposit either cash or, in appropriate
circumstances, an irrevocable letter of credit into an escrow account to secure
payment of the post-petition date interest if the dispute is ultimately decided
adversely to the Director-Defendants and the Company. The amount of the escrow
deposit would be in such case equal to the accrued interest to the date funds
are deposited into escrow. As provided in the Plan, the escrow deposit, plus
interest thereon, will remain until all aspects of the post-petition date
interest dispute have been finally decided, including dischargeability
litigation which the plaintiffs filed against the Director-Defendants in the
bankruptcy court as an alternative means of trying to collect post-petition date
interest. The dischargeability litigation has not

F-34
<PAGE> 87

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

been set for trial and is likely to await the outcome of the other aspects of
the post-petition date interest dispute.

On March 15, 1996, the bankruptcy court issued a Confirmation Order in each
Director-Defendant's Chapter 11 case. This order provided that the effective
date for the Plan (i.e., the date on which the Company will pay the plaintiffs
an aggregate of approximately $315.2 million and the plaintiffs will surrender
the Common Stock) will be no later than October 1, 1996 (absent compelling
circumstances justifying an extension of that date).

As of the date hereof, the Company has not yet determined all of the
sources of cash which will be used to fund the Plan. The Company has identified
approximately $150 million of surplus or non-essential assets, including, but
not limited to, surplus real estate and mortgage notes, which will be sold to
raise a portion of the cash needed to fund the Plan. In order to comply with
certain covenants in the Company's current credit agreements following the
repurchase of the remaining plaintiffs' stock, it may be necessary to increase
stockholders' equity by issuing capital stock. Such capital stock may consist of
dividend paying preferred stock, Series B Common Stock, Common Stock, or a
combination of the foregoing.

Because the Company has not determined all of the sources of cash to fund
the Plan, the Company is unable to determine with certainty the impact the Plan
will have on the Company's prospective financial condition, results of
operations, cash flows, or capital expenditure plans. However, as a result of
funding the Plan, the Company may incur additional costs in the future in the
form of dividends on any dividend paying stock issued to fund the Plan and/or
interest on borrowed funds. Furthermore, following consummation of the Plan, and
without giving effect to any capital stock which may be issued as part of the
Plan funding, the Company's outstanding Common Stock would be reduced by
12,426,836 shares, in addition to the 3,343,076 shares repurchased from Maran on
October 18, 1995, the 833,420 shares repurchased from L.S.S. on January 30,
1996, and the 1,651,644 shares repurchased from Thermar on February 7, 1996.

Other uncertainties remain about the Plan, including the tax treatment of
the payments made and to be made by the Company pursuant to the Plan.
Specifically, the Company plans to deduct for income tax purposes approximately
$324.3 million of the payments made or to be made by the Company to the
plaintiffs, which will reduce the Company's income tax liability. While the
Company believes that such income tax deductions are appropriate, there can be
no assurance that any such deductions ultimately will be allowed in full.
Accordingly, for tax and other reasons, the Plan could result in material
changes in the Company's financial condition, results of operations, and
earnings per common share.

Furthermore, in the event the fair value of the consideration paid by the
Company to the plaintiffs is in excess of the fair value of the stock
repurchased by the Company, the Company will be required to record an expense
equal to that difference. Based upon the uncertainties surrounding the funding
of the Plan, the amount of such expense, if any, is not estimable as of the date
hereof. No such expense was recorded for book purposes related to the
Maran/Shoen Eaton, L.S.S. and Thermar transactions. The Company has not yet
determined the accounting treatment for any transaction other than the
Maran/Shoen Eaton, L.S.S. and Thermar transactions. Furthermore, no provision
has been made in the Company's financial statements for any payments to be made
to the plaintiffs. For the reasons set forth above, the Plan could have the
effect of reducing the Company's net income.

15. PREFERRED STOCK PURCHASE RIGHTS

In July 1988, the Company's Board of Directors adopted a stockholder-rights
plan, and such rights were distributed as a dividend at the rate of one right
for each outstanding share of the Company's common stock to the holders of
record of common shares on July 29, 1988. As a result of the 400-for-1

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AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

common stock split that occurred on October 1, 1990, each outstanding share of
common stock currently has one four-hundredth of a right associated with it.
When exercisable, each right will entitle its holder to purchase from the
Company one one-hundredth of a share of the new Series C Preferred Stock of the
Company at a price of $15,000. AMERCO has reserved 5,000 shares of authorized
but unissued preferred stock for the Series C Preferred Stock authorized in this
stockholder-rights plan. The rights will become exercisable if a person or group
of affiliated or associated persons acquire or obtain the right to acquire
beneficial ownership of 50% or more of the common stock without approval of a
majority of the Board of Directors of the Company. The majority approval must be
made by members of the Board who were members as of July 25, 1988 (Disinterested
Directors) or subsequent members elected to the Board if such persons are
recommended or approved by a majority of the Disinterested Directors. The rights
will expire on July 29, 1998 unless earlier redeemed by the Company pursuant to
authorization by a majority of the Disinterested Directors.

In the event the Company is acquired in a merger or other business
combination transaction after the rights become exercisable, provision shall be
made so that each holder of a right shall have the right to receive, upon
exercise thereof and payment of the exercise price, that number of common shares
of such corporation which at the time of such transaction would have a market or
book value of two times the exercise price of the right. If the Company is the
surviving company, each holder would have the right to receive, upon payment of
the exercise price, common shares with a market or book value of two times the
exercise price.

16. STOCK OPTION PLAN

In October 1992, the stockholders approved a ten year incentive plan
entitled the AMERCO Stock Option and Incentive Plan (the Plan) for officers and
key employees of the Company.

Under the Plan, Incentive Stock Options (ISOs), Non-qualified Stock
Options, Stock Appreciation Rights (SAR), Restricted Stock Dividend Equivalents
and Performance Shares may be awarded. The aggregate numbers of shares of stock
subject to award under the Plan may not exceed 3,000,000. The stock subject to
the Plan is AMERCO Common Stock unless prior to the date the first award is made
under the Plan, a Committee of at least two Board members determines, in its
discretion, to utilize another class of the Company's stock.

The Plan provides for the granting of ISOs as defined under the Internal
Revenue Code and Non-qualified Stock Options under such terms and conditions as
the Committee determines in its discretion. The ISOs may be granted at prices
not less than one-hundred percent of the fair market value at the date of grant
with a term not exceeding ten years.

The Plan provides for the granting of SARs subject to certain conditions
and limitations to holders of options under the Plan. SARs permit the optionee
to surrender an exercisable option for an amount equal to the excess of the
market price of the common stock over the option price when the right is
exercised.

Under the Restricted Stock feature of the Plan, a specified number of
common shares may be granted subject to certain restrictions. Restriction
violations during a specified period result in forfeiture of the stock. The
Committee may, in its discretion, impose any restrictions on a Restricted Stock
award.

The Plan authorizes the Committee to grant Dividend Equivalents in
connection with options. Dividend Equivalents are rights to receive additional
shares of Company stock at the time of exercise of the option to which such
Dividend Equivalents apply.

Under the Plan, Performance Share units may be granted. Each unit is deemed
to be the equivalent of one share of Company stock and such units are credited
to a Performance Share account. The value of

F-36
<PAGE> 89

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

the units at the time of award or payment is the fair market value of an
equivalent number of shares of stock. At the end of the award period, payment
may be made subject to certain predetermined criteria and restrictions.

To date, no stock options or awards have been granted.

17. RELATED PARTY TRANSACTIONS

AMERCO and Consolidated Subsidiaries have related party transactions with
certain major stockholders, directors and officers of the consolidated group as
disclosed in Notes 2, 6, 8, 14, 19 and 20 of Notes to Consolidated Financial
Statements.

During the years ended 1996, 1995 and 1994, a subsidiary of AMERCO
purchased $3,122,000, $3,417,000 and $2,607,000, respectively, of printing from
a company wherein an officer is a major stockholder, director and officer of
AMERCO.

During the year ended 1996, a subsidiary of AMERCO purchased $1,558,000 of
computer components from a company wherein a major stockholder was the family
trust of a major stockholder, director and officer of AMERCO. There were no
purchases from the Company during the years ended 1995 and 1994.

Pursuant to a Share Repurchase and Registration Rights Agreement, dated May
1, 1992, among Sophia M. Shoen, Sophmar, Inc., and the Company, Sophia M. Shoen
had the right to require the Company to repurchase, with certain limitations, up
to $3,000,000 of Common Stock owned by her. The Sophia Shoen Registration Rights
Agreement provides that the Company's obligations to repurchase any shares from
Sophia M. Shoen may be satisfied if such shares are purchased by the ESOP Trust.
Pursuant to the Sophia Shoen Registration Rights Agreement, on June 30, 1994,
Sophia M. Shoen sold 88,235 shares of Common Stock to the ESOP Trust at the then
appraised value of $17.00 per share, for an aggregate sales price of
approximately $1,500,000. In addition, Sophia M. Shoen, subject to certain
limitations and restrictions, may also elect under the Sophia Shoen Registration
Rights Agreement to cause the Company to effect a registration under the
Securities Act of 1933, as amended, and applicable state securities laws of
shares of Common Stock held by her. Sophia M. Shoen sold 575,000 shares of
Common Stock to the public in late 1994 pursuant to her registration rights.
Sophia M. Shoen is a major stockholder and is the sister of Edward J., Mark V.,
and James P. Shoen, who are major stockholders and directors of the Company.

Pursuant to a Management Consulting Agreement, dated as of May 1, 1992,
Sophia M. Shoen agreed to provide environmental and other consulting services to
the Company. In consideration for these services, the Company agreed to pay
Sophia M. Shoen a yearly fee of $100,000. The Management Consulting Agreement
terminated May 1, 1995.

In April 1994, William E. Carty sold 46.5% of 90.88 acres of land to the
Company for cash in the amount of $4,000,000. An independent opinion of value
was used to determine the Company's offer to purchase and the purchase was
completed below the amount so determined. Additionally, in fiscal 1995, the
Company sold approximately 158 acres of land to William E. Carty for cash in the
amount of $1,324,000. The sales price was greater than an independent opinion of
value obtained by the Company prior to the sale. William E. Carty is a director
of the Company.

Pursuant to a Share Repurchase and Registration Rights Agreement, dated as
of March 1, 1992, among Paul F. Shoen, Pafran, Inc., and the Company, Paul F.
Shoen had the right to require the Company to repurchase, with certain
limitations, up to $3,000,000 of Common Stock owned by him. The Paul Shoen
Registration Rights Agreement provides that the Company's obligation to
repurchase any shares

F-37
<PAGE> 90

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

from Paul F. Shoen shall be satisfied if such shares are purchased by the ESOP
Trust. Pursuant to the Paul Shoen Registration Rights Agreement, (i) on June 30,
1994, Paul F. Shoen sold 58,825 shares of Common Stock to the ESOP Trust at the
then appraised value of $17.00 per share for an aggregate sales price of
approximately $1,000,000 and (ii) on January 17, 1995, Paul F. Shoen sold 50,632
shares of Common Stock to the ESOP Trust at the most recent closing price for
the Common Stock trading on Nasdaq of $19.75 per share for an aggregate sales
price of approximately $1,000,000. In addition, Paul F. Shoen, subject to
certain limitations and restrictions, may also elect under the Paul Shoen
Registration Rights Agreement to cause the Company to effect a registration
under the Securities Act of 1933, as amended, and applicable state securities
laws of shares of Common Stock held by him. Paul F. Shoen sold 500,000 shares of
Common Stock to the public in March of 1995 pursuant to his registration rights.
Paul F. Shoen is a major stockholder of the Company.

On February 9, 1995, Paul F. Shoen executed a settlement agreement with the
Company whereby Paul F. Shoen agreed to the dismissal of certain claims he had
asserted in an arbitration proceeding and in an action in the United States
District Court for the District of Nevada. In exchange for Paul F. Shoen's
agreement to dismiss such claims, the Company agreed, among other things, to
work in good faith toward appointing independent trustees for the ESOP and to
place Paul F. Shoen on the management's slate of directors for the 1994 Annual
Meeting of Stockholders. In addition, the settlement agreement provides for the
Company to pay Paul F. Shoen $925,000 and for the Company to receive a full
release of all claims by Paul F. Shoen through the settlement date, including
but not limited to, claims for reimbursement of attorneys fees related to all
matters to which Paul F. Shoen is or was a party. The terms of the settlement
will not result in a material adverse effect of the Company's financial
condition or results of operations.

Pursuant to a Management Consulting Agreement, dated as of March 5, 1992,
Paul F. Shoen agreed to provide management consulting services to the Company on
matters relating to the Company's business and the organization and management
of the Company. In consideration for these services, the Company has agreed to
pay Paul F. Shoen a yearly fee of $200,000. A total of $100,000 was paid for the
year ended March 31, 1995. The Management Consulting Agreement terminated on
March 1, 1995.

On December 18, 1995, the Company reimbursed Paul F. Shoen $1,500,000 for a
payment made to the plaintiffs in partial satisfaction of the judgment in the
Shoen Litigation. Paul F. Shoen is a major stockholder and the brother of Edward
J., Mark V. and James P. Shoen, who are major stockholders and directors of the
Company.

Management believes that these transactions were consummated on terms
equivalent to those that prevail in arm's-length transactions.

18. SUPPLEMENTAL CASH FLOW INFORMATION

The (increase) decrease in receivables, inventories and accounts payable
and accrued liabilities net of other operating and investing activities follows:

<TABLE>
<CAPTION>
YEAR ENDED
---------------------------------------
1996 1995 1994
--------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Receivables.................................. $ (45,734) $ (57,645) $ (19,945)
======== ======== ========
Inventories.................................. $ 4,446 $ (1,325) $ 2,425
======== ======== ========
Accounts payable and accrued liabilities..... $ 24,137 $ 3,549 $ 11,538
======== ======== ========
</TABLE>

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<PAGE> 91

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

Income taxes paid in cash amounted to $540,000, $9,465,000, and $3,275,000
for 1996, 1995 and 1994, respectively. Interest paid in cash amounted to
$71,561,000, $67,191,000, and $71,448,000 for 1996, 1995 and 1994, respectively.

19. SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF PONDEROSA HOLDINGS, INC.
AND ITS SUBSIDIARIES

A summary consolidated balance sheet for Ponderosa Holdings, Inc. and its
subsidiaries is presented below:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------
1995 1994
----------- -----------
(IN THOUSANDS)
<S> <C> <C>
Investments -- fixed maturities........................ $ 879,702 $ 705,428
Other investments...................................... 106,966 116,151
Receivables............................................ 155,384 136,527
Deferred policy acquisition costs...................... 49,995 49,244
Due from affiliate..................................... 15,215 15,165
Deferred federal income taxes.......................... 2,713 12,090
Other assets........................................... 9,194 25,007
---------- ----------
Total assets......................................... $ 1,219,169 $ 1,059,612
========== ==========
Policy liabilities and accruals........................ $ 419,187 $ 411,249
Unearned premiums...................................... 64,379 63,938
Premium deposits....................................... 410,787 304,979
Other policyholders' funds and liabilities............. 30,448 25,739
---------- ----------
Total liabilities.................................... 924,801 805,905
Stockholder's equity................................... 294,368 253,707
---------- ----------
Total liabilities and stockholder's equity........ $ 1,219,169 $ 1,059,612
========== ==========
</TABLE>

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<PAGE> 92

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

A summarized consolidated income statement for Ponderosa Holdings, Inc. and
subsidiaries is presented below:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------
1995 1994 1993
--------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Premiums................................................ $ 167,825 $ 156,963 $ 142,347
Net investment income................................... 46,424 43,096 40,019
Other income............................................ 8,453 5,958 7,447
--------- --------- ---------
Total revenue......................................... 222,702 206,017 189,813
Benefits and losses..................................... 151,232 133,407 120,825
Amortization of deferred policy acquisition costs....... 17,131 10,896 9,343
Other expenses.......................................... 20,303 28,816 29,834
--------- --------- ---------
Income from operations................................ 34,036 32,898 29,811
Federal income tax expense.............................. (10,955) (9,460) (8,723)
--------- --------- ---------
Earnings from operations before change in accounting
principle............................................. 23,081 23,438 21,088
Cumulative effect of a change in accounting principle... -- -- (93)
--------- --------- ---------
Net income.............................................. $ 23,081 $ 23,438 $ 20,995
========= ========= =========
</TABLE>

Applicable laws and regulations of the State of Arizona require maintenance
of minimum capital determined in accordance with statutory accounting practices
in the amount of $400,000 for Oxford and $1,000,000 for RWIC. In addition, the
amount of dividends which can be paid to shareholders by insurance companies
domiciled in the State of Arizona is limited. Any dividend in excess of the
limit requires prior regulatory approval. Statutory surplus which can be
distributed as dividends is $21,728,000 at December 31, 1995.

The consolidated audited statutory net income for the years ended December
31, 1995, 1994 and 1993 was $21,112,000, $20,858,000, and $20,644,000,
respectively; audited statutory capital and surplus was $225,780,000 and
$205,699,000 at December 31, 1995 and 1994, respectively.

20. INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA

Industry Segment Data -- AMERCO's three industry segments are Rental
operations, Life insurance and Property/Casualty insurance. Rental operations is
composed of the operations of U-Haul International, Inc., which is engaged in
the rental of various kinds of equipment and sales of related products and
services. Life insurance is composed of the operations of Oxford Life Insurance
Company which operates in various life, accident and health and annuity lines.
Property/Casualty insurance is composed of the operations of Republic Western
Insurance Company which operates in various property and casualty lines.

F-40
<PAGE> 93

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

Information concerning operations by industry segment follows:

<TABLE>
<CAPTION>
PROPERTY/ ADJUSTMENTS
RENTAL LIFE CASUALTY AND
OPERATIONS INSURANCE INSURANCE ELIMINATIONS CONSOLIDATED
----------- ----------- ----------- ------------ ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
1996
Revenues:
Outside..................... $ 1,085,711 $ 49,103 $ 159,609 $ -- $ 1,294,423
Intersegment................ (656) 1,281 12,763 (13,388) --
---------- -------- -------- --------- ----------
Total revenue............... $ 1,085,055 50,384 172,372 (13,388) 1,294,423
========== ======== ======== ========= ==========
Pretax operating profit....... $ 129,092 12,600 21,436 656 163,784
========== ======== ======== =========
Interest expense.............. 67,558
----------
Pretax earnings from
operations.................. $ 96,226
==========
Identifiable assets........... $ 1,921,105 $ 599,713 $ 619,454 $ (312,294) $ 2,827,978
========== ======== ======== ========= ==========
Depreciation/amortization..... $ 83,734 $ 7,517 $ 11,176 $ -- $ 102,427
========== ======== ======== ========= ==========
Capital expenditures.......... $ 291,057 $ -- $ -- $ -- $ 291,057
========== ======== ======== ========= ==========
1995
Revenues:
Outside..................... $ 1,052,243 $ 39,347 $ 144,642 $ -- $ 1,236,232
Intersegment................ (42) 1,444 20,657 (22,059) --
---------- -------- -------- --------- ----------
Total revenue............... $ 1,052,201 $ 40,791 $ 165,299 $ (22,059) $ 1,236,232
========== ======== ======== ========= ==========
Pretax operating profit....... $ 128,278 $ 9,824 $ 23,074 $ 42 $ 161,218
========== ======== ======== =========
Interest expense.............. 67,762
----------
Pretax earnings from
operations.................. $ 93,456
==========
Identifiable assets........... $ 1,827,995 $ 479,778 $ 579,821 $ (281,605) $ 2,605,989
========== ======== ======== ========= ==========
Depreciation/amortization..... $ 150,187 $ 4,790 $ 8,913 $ -- $ 163,890
========== ======== ======== ========= ==========
Capital expenditures.......... $ 434,992 $ -- $ -- $ -- $ 434,992
========== ======== ======== ========= ==========
</TABLE>

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<PAGE> 94

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

GEOGRAPHIC AREA DATA --

<TABLE>
<CAPTION>
UNITED STATES CANADA CONSOLIDATED
------------- -------- ------------
(IN THOUSANDS)
<S> <C> <C> <C>
1996
Revenues......................................... $ 1,265,820 $ 28,603 $ 1,294,423
Pretax earnings from operations.................. $ 92,699 $ 3,527 $ 96,226
Identifiable assets.............................. $ 2,781,717 $ 46,261 $ 2,827,978
1995
Revenues......................................... $ 1,207,878 $ 28,354 $ 1,236,232
Pretax earnings from operations.................. $ 90,378 $ 3,078 $ 93,456
Identifiable assets.............................. $ 2,552,564 $ 53,425 $ 2,605,989
1994
Revenues......................................... $ 1,102,062 $ 27,832 $ 1,129,894
Pretax earnings from operations.................. $ 65,919 $ 583 $ 66,502
Identifiable assets.............................. $ 2,298,948 $ 45,494 $ 2,344,442
</TABLE>

21. SUBSEQUENT EVENTS

On May 7, 1996, the Company declared a cash dividend of $3,241,000 ($.53125
per preferred share) to preferred stockholders of record as of May 17, 1996.

See Notes 2, 5, 13 and 14 of Notes to Consolidated Financial Statements for
other subsequent event disclosures.

22. SUBSEQUENT EVENTS -- UNAUDITED

On July 18, 1996, the Company extinguished debt of approximately
$76,250,000 by irrevocably placing cash into a trust of U.S. Treasury securities
to be used to satisfy scheduled payments of principal and interest. In August
1996, the Company extinguished $86,400,000 of its long-term notes originally

F-42
<PAGE> 95

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

due in fiscal 1997 through fiscal 1999. These transactions resulted in an
extraordinary loss of $2,004,000, net of tax of $1,233,000 ($0.07 per share).

On July 19, 1996, pursuant to the judgment in the Shoen Litigation, the
Company paid CEMAR, Inc. (Cemar) approximately $15,857,000 to repurchase
2,331,984 shares of Common Stock held by Cemar. On the same date the Company
paid damages to Cecilia M. Hanlon of approximately $43,139,000 and statutory
post-judgment pre-petition interest on the above amounts of approximately
$129,000. On August 6, 1996, the Company funded approximately $8,283,000 of
post-petition date interest by depositing the same into an escrow account
pending the outcome of a dispute involving the entitlement of the plaintiffs in
the Shoen Litigation to post-petition date interest. The Common Stock held by
Cemar was transferred into the Company treasury. Cecilia M. Hanlon, the sole
voting stockholder of Cemar, is the sister of Edward J., Mark V., and James P.
Shoen, who are major stockholders and directors of the Company.

On August 6, 1996, the Company declared a cash dividend of $3,241,000
($0.53125 per preferred share) to preferred stockholders of record as of August
16, 1996.

On August 30, 1996, the Company issued 100,000 shares of its Series B
Preferred Stock with no par value for $100,000,000. Dividends are cumulative
with the rate being reset quarterly and have priority as to dividends over the
Company's common stock. The Series B Preferred will be convertible, in certain
events, at the holder's option, into either shares of the Company's Series B
Common Stock, $0.25 par value or all of the outstanding shares of Picacho Peak
Investment Co., a subsidiary of AMERCO.

On September 6, 1996, pursuant to the judgment in the Shoen Litigation, the
Company paid Katabasis International, Inc. (Katabasis) approximately $27,485,000
to repurchase 4,041,924 shares of Common Stock held by Katabasis. The Company
also paid damages to Samuel W. Shoen of approximately $74,771,000 and statutory
post-judgment pre-petition interest on the above amounts of approximately
$224,000. The Company also funded approximately $15,726,000 of post-petition
date interest by depositing the same into an escrow account pending the outcome
of a dispute involving the entitlement of the plaintiffs in the Shoen Litigation
to post-petition date interest. The Common Stock held by Katabasis was
transferred into the Company treasury. Samuel W. Shoen, the sole voting
stockholder of Katabasis, is the brother of Edward J., Mark V., and James P.
Shoen, who are major stockholders and directors of the Company.

On September 20, 1996, pursuant to the judgment in the Shoen Litigation,
the Company paid Kattydid, Inc. (Kattydid) approximately $8,719,000 to
repurchase 1,282,248 shares of Common Stock held by Kattydid. The Company paid
damages to Katrina (Shoen) Carlson of approximately $37,305,000 and statutory
post-judgment pre-petition interest on the above amounts of approximately
$112,000. The Company also paid Katrina (Shoen) Carlson approximately $4,994,000
to repurchase 734,376 shares of Common Stock held by her and funded
approximately $8,041,000 of post-petition date interest by depositing the same
into an escrow account pending the outcome of a dispute involving the
entitlement of the plaintiffs in the Shoen Litigation to post-petition date
interest. The Common Stock held by Kattydid and Katrina (Shoen) Carlson was
transferred into the Company treasury. Katrina (Shoen) Carlson, the sole voting
stockholder of Kattydid, is the sister of Edward J., Mark V., and James P.
Shoen, who are major stockholders and directors of the Company.

F-43
<PAGE> 96

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

MARCH 31, 1996, 1995 AND 1994

Common Stock held by him and funded approximately $16,184,000 of post-petition
date interest by depositing the same into an escrow account pending the outcome
of a dispute involving the entitlement of the plaintiffs in the Shoen Litigation
to post-petition date interest. The Common Stock held by Mickl and Michael L.
Shoen was transferred into the Company treasury. Michael L. Shoen, the sole
voting stockholder of Mickl, is the brother of Edward J., Mark V., and James P.
Shoen, who are major stockholders and directors of the Company.

On October 14, 1996, the Company paid an additional $15,000,000 to L.S.
Shoen in settlement of all outstanding disputes.

F-44
<PAGE> 97

SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

AMERCO
BALANCE SHEETS
MARCH 31,

<TABLE>
<CAPTION>
1996 1995
----------- -----------
(IN THOUSANDS)
<S> <C> <C>
ASSETS
Cash........................................................... $ 5,487 $ 5,967
Investment in subsidiaries..................................... 613,607 527,050
Due from unconsolidated subsidiaries........................... 1,073,819 1,077,014
Other assets................................................... 8,420 6,042
--------- ---------
$ 1,701,333 $ 1,616,073
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Notes and loans................................................ $ 929,236 $ 811,562
Other liabilities.............................................. 103,906 103,029
--------- ---------
Stockholders' equity:
Preferred stock................................................ -- --
Common stock................................................... 10,000 10,000
Additional paid-in capital..................................... 165,756 165,675
Foreign currency translation................................... (11,877) (12,435)
Net unrealized gain (loss) on investments...................... 11,097 (6,483)
Retained earnings:
Beginning of year........................................... 561,589 514,521
Net earnings................................................ 60,394 60,032
Dividends paid.............................................. (12,964) (12,964)
--------- ---------
609,019 561,589
Less:
Cost of common shares in treasury........................... 111,118 10,461
Unearned employee stock ownership plan shares............... 4,686 6,403
--------- ---------
Total stockholders' equity................................ 668,191 701,482
--------- ---------
$ 1,701,333 $ 1,616,073
========= =========
</TABLE>

See accompanying notes to condensed financial information and notes to
consolidated financial statements incorporated herein by reference.

F-45
<PAGE> 98

SCHEDULE I, CONTINUED

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

AMERCO
STATEMENTS OF EARNINGS

See accompanying notes to condensed financial information and notes to
consolidated financial statements incorporated herein by reference.

F-46
<PAGE> 99

SCHEDULE I, CONTINUED

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

AMERCO
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED MARCH 31,
----------------------------------------
1996 1995 1994
---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings......................................... $ 60,394 $ 60,032 $ 40,184
Amortization, net.................................. 34 545 850
Equity in earnings of subsidiaries................. 69,075 67,139 49,288
Increase (decrease) in amounts due from
unconsolidated subsidiaries..................... 3,195 (91,475) (197,093)
Net change in operating assets and liabilities..... (156,406) (100,642) (53,341)
Other, net......................................... 18,485 (8,194) (3,945)
--------- --------- ---------
Net cash used by operating activities................ (5,223) (72,595) (164,057)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in short term borrowings.................. 84,500 178,750 21,750
Proceeds from notes.................................. 140,000 -- 186,000
Proceeds from Leveraged Employee Stock Ownership
Plan............................................... 1,717 1,717 1,717
Principal payments on notes.......................... (106,826) (89,706) (179,905)
Debt Issuance Costs.................................. (1,027) (319) (531)
Issuance of preferred stock.......................... -- -- 146,320
Dividends paid....................................... (12,964) (12,964) (7,900)
Treasury Stock purchase.............................. (100,657) -- --
Extraordinary loss on early extinguishment of debt... -- -- (3,370)
--------- --------- ---------
Net cash provided by financing activities............ 4,743 77,478 164,081
--------- --------- ---------
Increase (decrease) in cash.......................... (480) 4,883 24
Cash and cash equivalents at beginning of year....... 5,967 1,084 1,060
--------- --------- ---------
Cash and cash equivalents at end of year............. $ 5,487 $ 5,967 $ 1,084
========= ========= =========
</TABLE>

Income taxes paid in cash amounted to $285,000, $8,794,000, and $3,025,000
for 1996, 1995 and 1994, respectively. Interest paid in cash amounted to
$67,150,000, $65,840,000 and $81,115,000 for 1996, 1995 and 1994, respectively.

See accompanying notes to condensed financial information and notes to
consolidated financial statements incorporated herein by reference.

F-47
<PAGE> 100

SCHEDULE I, CONTINUED

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

AMERCO
NOTES TO CONDENSED FINANCIAL INFORMATION
MARCH 31, 1996, 1995 AND 1994

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

AMERCO, a Nevada corporation, was incorporated in April, 1969, and is the
holding company for U-Haul International, Inc., Ponderosa Holdings, Inc. and
Amerco Real Estate Company. The financial statements of the Registrant should be
read in conjunction with the Consolidated Financial Statements and notes thereto
included in this Form 10-K.

The Company is included in a consolidated Federal income tax return with
all of its U.S. subsidiaries. Accordingly, the provision for income taxes has
been calculated for Federal income taxes of the Registrant and subsidiaries
included in the consolidated return of the Registrant. State taxes for all
subsidiaries are allocated to the respective subsidiaries.

The financial statements include only the accounts of the Registrant (a
Nevada corporation), which include certain of the corporate operations of
AMERCO. The debt and related interest expense of the Registrant have been
allocated to the consolidated subsidiaries. The intercompany interest income and
expenses are eliminated in the consolidated financial statements.

2. GUARANTEES

AMERCO has guaranteed performance of fleet owner contract obligations of
U-Haul International, Inc., a wholly-owned subsidiary, and residual values on
certain long-term leases. See Notes 8 and 13 of Notes to Consolidated Financial
Statements.

3. NOTES AND LOANS PAYABLE

Notes and loans payable consist of the following:

<TABLE>
<CAPTION>
YEAR END
------------------------
1996 1995
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
Medium-term notes payable 8.55% to 11.50% interest rates,
due through 2000........................................ $ 95,050 $ 169,270
Note payable to insurance companies 5.89% to 10.27%
interest rates, due through 2006........................ 339,000 270,000
Notes payable to banks 4.69% to 7.54% interest rates, due
through 2001............................................ 84,100 45,700
Other notes payable 9.50% interest rate, due through
2005.................................................... 86 92
Unsecured notes payable to banks under revolving lines of
credit 5.61% to 6.18% interest rates.................... 338,000 293,000
Other short-term promissory notes......................... 73,000 33,500
--------- ---------
$ 929,236 $ 811,562
========= =========
</TABLE>

For additional information, see Note 5 of Notes to Consolidated Financial
Statements.

F-48
<PAGE> 101

SCHEDULE V

AMERCO AND CONSOLIDATED SUBSIDIARIES
SUPPLEMENTAL INFORMATION (FOR PROPERTY-CASUALTY INSURANCE UNDERWRITERS)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
CLAIMS
AND
CLAIM
ADJUSTMENT
EXPENSES
INCURRED
RESERVES FOR RELATED
DEFERRED UNPAID CLAIMS TO
POLICY AND CLAIM DISCOUNT NET --------
ACQUISITION ADJUSTMENT IF ANY, UNEARNED NET EARNED INVESTMENT CURRENT
YEAR AFFILIATION WITH REGISTRANT COSTS EXPENSES DEDUCTED PREMIUMS PREMIUMS(1) INCOME YEAR
- ---- ------------------------------ ----------- ------------- --------- -------- ----------- ---------- --------
(IN THOUSANDS)
<C> <S> <C> <C> <C> <C> <C> <C> <C>
96 Consolidated property --
casualty entity............. $ 9,858 341,981 N/A 64,379 128,083 29,906 114,110
95 Consolidated property --
casualty entity............. 8,973 329,741 N/A 63,938 112,862 29,026 102,782
94 Consolidated property --
casualty entity............. 6,644 314,482 N/A 58,842 105,801 27,446 91,044

PAID CLAIMS
AMORTIZATION OF AND CLAIM NET
PRIOR DEFERRED POLICY ADJUSTMENT PREMIUMS
YEAR AFFILIATION WITH REGISTRANT YEAR ACQUISITION COSTS EXPENSES WRITTEN(2)
- ---- ----------------------------- ------ ----------------- ----------- ----------
(IN THOUSANDS)
<C> <S> <C> <C> <C> <C>
96 Consolidated property --
casualty entity............. 8,292 8,973 109,372 125,789
95 Consolidated property --
casualty entity............. 6,576 6,644 92,651 119,952
94 Consolidated property --
casualty entity............. 12,688 5,377 104,123 113,672
</TABLE>

- ---------------

(1) The earned premiums are reported net of intersegment transactions. Earned
premiums eliminated in consolidation amount to $12,669,000, $20,575,000 and
$18,798,000 for the years ended 1996, 1995 and 1994, respectively.

(2) The premiums written are reported net of intersegment transactions. Premiums
written eliminated in consolidation amount to $14,206,000, $19,407,000 and
$18,335,000 for the years ended 1996, 1995 and 1994, respectively.

F-49
<PAGE> 102

AMERCO AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, MARCH 31, SEPTEMBER 30,
1996 1996 1995
------------- ---------- -------------
(UNAUDITED) (AUDITED) (UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents............................ $ 32,380 $ 31,168 $ 33,283
Receivables.......................................... 311,480 340,564 338,489
Inventories.......................................... 54,718 45,891 51,402
Prepaid expenses..................................... 11,060 16,415 12,693
Investments, fixed maturities........................ 879,699 879,702 800,481
Investments, other................................... 162,697 126,587 139,713
Deferred policy acquisition costs.................... 56,171 49,995 51,304
Other assets......................................... 56,508 20,941 18,725
---------- ---------- ----------
Property, plant and equipment, at cost:
Land............................................... 214,853 212,593 210,928
Buildings and improvements......................... 800,760 769,380 738,535
Furniture and equipment............................ 191,826 188,734 184,189
Rental trailers and other rental equipment......... 150,388 256,411 258,264
Rental trucks...................................... 950,209 968,131 933,013
General rental items............................... 22,290 24,197 49,581
---------- ---------- ----------
2,330,326 2,419,446 2,374,510
Less accumulated depreciation...................... 1,077,193 1,102,731 1,131,339
---------- ---------- ----------
Total property, plant and equipment........ 1,253,133 1,316,715 1,243,171
---------- ---------- ----------
$ 2,817,846 $2,827,978 $ 2,689,261
========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-50
<PAGE> 103

AMERCO AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS -- CONTINUED

SEPTEMBER 30, MARCH 31, SEPTEMBER 30,
1996 1996 1995
------------- ---------- -------------
(UNAUDITED) (AUDITED) (UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued liabilities........... $ 153,732 $ 151,754 $ 150,198
Notes and loans.................................... 940,282 998,220 796,738
Policy benefits and losses, claims and loss
expenses payable................................ 485,932 483,561 475,220
Liabilities from premium deposits.................. 435,789 410,787 374,407
Cash overdraft..................................... 22,740 32,159 23,450
Other policyholders' funds and liabilities......... 31,711 25,713 25,843
Deferred income.................................... 36,694 2,926 9,533
Deferred income taxes.............................. 57,936 73,310 92,008
---------- ---------- ----------
Stockholders' equity:
Serial preferred stock, with or without par value,
50,000,000 shares authorized; 6,100,000 shares
issued without par value and outstanding as of
September 30, 1996, March 31, 1996 and September
30, 1995........................................ -- -- --
Series B preferred stock, with no par value,
100,000 shares authorized; 100,000 shares issued
and outstanding as of September 30, 1996, none
issued and outstanding as of March 31, 1996 and
September 30, 1995.............................. -- -- --
Serial common stock, with or without par value,
150,000,000 shares authorized, none issued and
outstanding..................................... -- -- --
Series A common stock of $0.25 par value,
10,000,000 shares authorized, 5,762,495 shares
issued as of September 30, 1996, March 31, 1996,
and September 30, 1995.......................... 1,441 1,441 1,441
Common stock of $0.25 par value, 150,000,000 shares
authorized, 34,237,505 shares issued as of
September 30, 1996, March 31, 1996, and
September 30, 1995.............................. 8,559 8,559 8,559
Additional paid-in capital......................... 264,378 165,756 165,675
Foreign currency translation....................... (12,451) (11,877) (10,609)
Unrealized gain (loss) on investments.............. 315 11,097 6,771
Retained earnings.................................. 680,279 609,019 605,616
---------- ---------- ----------
942,521 783,995 777,453
Less:
Cost of common shares in treasury (15,599,609
shares as of September 30, 1996, 7,209,077
shares as of March 31, 1996, 1,380,937 shares
as of September 30, 1995)..................... 266,315 111,118 11,457
Unearned employee stock ownership plan shares... 23,176 23,329 24,132
---------- ---------- ----------
Total stockholders' equity...................... 653,030 649,548 741,864
Contingent liabilities and commitments...............
---------- ---------- ----------
$ 2,817,846 $2,827,978 $ 2,689,261
========== ========== ==========
</TABLE>

F-51
<PAGE> 104

AMERCO AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

SIX MONTHS ENDED SEPTEMBER 30,
(UNAUDITED)

<TABLE>
<CAPTION>
1996 1995
----------- -----------
(IN THOUSANDS EXCEPT
PER SHARE DATA)
<S> <C> <C>
Revenues
Rental and other revenue..................................... $ 555,055 $ 504,429
Net sales.................................................... 107,192 102,675
Premiums..................................................... 72,749 71,385
Net investment income........................................ 25,140 23,287
----------- -----------
Total revenues....................................... 760,136 701,776
Costs and expenses
Operating expense............................................ 406,130 353,185
Advertising expense (see note 9)............................. 16,014 24,061
Cost of sales................................................ 62,639 58,001
Benefits and losses.......................................... 66,716 68,099
Amortization of deferred acquisition costs................... 8,057 7,799
Depreciation................................................. 38,719 76,275
Interest expense............................................. 35,282 35,554
----------- -----------
Total costs and expenses............................. 633,557 622,974
Pretax earnings from operations................................ 126,579 78,802
Income tax expense............................................. (46,833) (28,293)
----------- -----------
Earnings from operations before extraordinary loss on early
extinguishment of debt....................................... 79,746 50,509
Extraordinary loss on early extinguishment of debt, net........ (2,004) --
----------- -----------
Net earnings......................................... $ 77,742 $ 50,509
=========== ===========
Earnings per common share:
Earnings from operations before extraordinary loss on early
extinguishment of debt....................................... $ 2.43 $ 1.16
Extraordinary loss on early extinguishment of debt, net........ (.07) --
----------- -----------
Net earnings................................................... $ 2.36 $ 1.16
=========== ===========
Weighted average common shares outstanding..................... 29,845,247 37,931,825
=========== ===========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-52
<PAGE> 105

AMERCO AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

SIX MONTHS ENDED SEPTEMBER 30,
(UNAUDITED)

<TABLE>
<CAPTION>
1996 1995
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Series A common stock of $0.25 par value:
10,000,000 shares authorized, 5,762,495 shares issued as of
September 30, 1996, March 31, 1996 and September 30, 1995
Beginning and end of period........................................ $ 1,441 $ 1,441
-------- --------
Common stock of $0.25 par value:
150,000,000 shares authorized, 34,237,505 shares issued as of
September 30, 1996, March 31, 1996 and September 30, 1995
Beginning and end of period........................................ 8,559 8,559
-------- --------
Additional paid-in capital:
Beginning of period................................................ 165,756 165,675
Issuance of preferred stock..................................... 98,622 --
-------- --------
End of period...................................................... 264,378 165,675
-------- --------
Foreign currency translation:
Beginning of period................................................ (11,877) (12,435)
Change during period............................................... (574) 1,826
-------- --------
End of period...................................................... (12,451) (10,609)
-------- --------
Unrealized gain (loss) on investments:
Beginning of period................................................ 11,097 (6,483)
Change during period............................................... (10,782) 13,254
-------- --------
End of period...................................................... 315 6,771
-------- --------
Retained earnings:
Beginning of period................................................ 609,019 561,589
Net earnings.................................................... 77,742 50,509
Dividends paid to stockholders:
Preferred stock: ($1.06 per share for 1996 and 1995,
respectively)................................................ (6,482) (6,482)
-------- --------
End of period...................................................... 680,279 605,616
-------- --------
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-53
<PAGE> 106

AMERCO AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

SIX MONTHS ENDED SEPTEMBER 30,
(UNAUDITED)

<TABLE>
<CAPTION>
1996 1995
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Less Treasury stock:
Beginning of period................................................ 111,118 10,461
Net increase (8,390,532 shares in 1996 and 45,000 shares in
1995)........................................................... 155,197 996
-------- --------
End of period...................................................... 266,315 11,457
-------- --------
Less Unearned employee stock ownership plan shares:
Beginning of period................................................ 23,329 21,101
Increase in loan................................................... -- 3,168
Proceeds from loan................................................. (153) (137)
-------- --------
End of period...................................................... 23,176 24,132
-------- --------
Total stockholders' equity................................. $653,030 $741,864
======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-54
<PAGE> 107

AMERCO AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

QUARTERS ENDED SEPTEMBER 30,
(UNAUDITED)

<TABLE>
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
(IN THOUSANDS EXCEPT
PER SHARE DATA)
Revenues
Rental and other revenue..................................... $ 295,483 269,118
Net sales.................................................... 51,213 49,559
Premiums..................................................... 41,594 40,683
Net investment income........................................ 12,138 11,907
----------- -----------
Total revenues....................................... 400,428 371,267
Costs and expenses
Operating expense............................................ 215,351 178,939
Advertising expense (see note 9)............................. 7,868 7,192
Cost of sales................................................ 31,058 29,042
Benefits and losses.......................................... 43,458 40,858
Amortization of deferred acquisition costs................... 4,035 4,871
Depreciation................................................. 19,940 38,582
Interest expense............................................. 16,426 16,722
----------- -----------
Total costs and expenses............................. 338,136 316,206
Pretax earnings from operations................................ 62,292 55,061
Income tax expense............................................. (22,551) (19,729)
----------- -----------
Earnings from operations before extraordinary loss on early
extinguishment of debt....................................... 39,741 35,332
Extraordinary loss on early extinguishment of debt, net........ (2,004) --
----------- -----------
Net earnings......................................... $ 37,737 35,332
=========== ===========
Earnings per common share:
Earnings from operations before extraordinary loss on early
extinguishment of debt....................................... $ 1.29 .85
Extraordinary loss on early extinguishment of debt, net........ (.07) --
----------- -----------
Net earnings................................................... $ 1.22 .85
=========== ===========
Weighted average common shares outstanding..................... 27,675,192 37,905,225
=========== ===========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-55
<PAGE> 108

AMERCO AND CONSOLIDATED SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED SEPTEMBER 30,
(UNAUDITED)

<TABLE>
<CAPTION>
1996 1995
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
Cash flows from operating activities:
Net earnings..................................................... $ 77,742 50,509
Depreciation and amortization................................. 48,582 84,339
Provision for losses on accounts receivable................... 1,841 2,819
Net (gain) loss on sale of real and personal property......... (6,980) 581
Gain (loss) on sale of investments............................ 50 (2,970)
Changes in policy liabilities and accruals.................... 6,887 1,146
Additions to deferred policy acquisition costs................ (10,469) (11,954)
Net change in other operating assets and liabilities.......... (16,337) 27,389
--------- ---------
Net cash provided by operating activities.......................... 101,316 151,859
--------- ---------
Cash flows from investing activities:
Purchases of investments:
Property, plant and equipment................................. (134,247) (143,082)
Fixed maturities.............................................. (90,891) (162,081)
Real estate................................................... (767) (5,629)
Mortgage loans................................................ (8,944) (7,384)
Proceeds from sale of investments:
Property, plant and equipment................................. 200,785 97,030
Fixed maturities.............................................. 68,895 89,348
Real estate................................................... 389 570
Mortgage loans................................................ 12,943 17,573
Changes in other investments..................................... (40,510) 1,186
--------- ---------
Net cash provided (used) by investing activities................... 7,653 (112,469)
--------- ---------
Cash flows from financing activities:
Net change in short-term borrowings.............................. (177,500) (163,500)
Proceeds from notes.............................................. 337,500 140,184
Debt issuance costs.............................................. (4,125) (636)
Loan to leveraged Employee Stock Ownership Plan.................. -- (3,168)
Proceeds from leveraged Employee Stock Ownership Plan............ 153 137
Principal payments on notes...................................... (217,938) (61,168)
Issuance of preferred stock...................................... 98,622 --
Net change in cash overdraft..................................... (9,419) (7,913)
Dividends paid................................................... (6,482) (6,482)
Treasury stock acquisitions...................................... (155,197) (996)
Investment contract deposits..................................... 54,554 101,667
Investment contract withdrawals.................................. (27,925) (39,518)
--------- ---------
Net cash used by financing activities.............................. (107,757) (41,393)
--------- ---------
Increase (decrease)in cash and cash equivalents.................... 1,212 (2,003)
Cash and cash equivalents at beginning of period................... 31,168 35,286
--------- ---------
Cash and cash equivalents at end of period......................... $ 32,380 33,283
========= =========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-56
<PAGE> 109

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 1996, MARCH 31, 1996 AND SEPTEMBER 30, 1995
(UNAUDITED)

1. PRINCIPLES OF CONSOLIDATION

AMERCO, a Nevada corporation (the Company), is the holding company for
U-Haul International, Inc. (U-Haul), Ponderosa Holdings, Inc. (Ponderosa), and
Amerco Real Estate Company (AREC).

The consolidated balance sheets as of September 30, 1996 and 1995, and the
related consolidated statements of earnings, changes in stockholders' equity and
cash flows for the six months ended September 30, 1996 and 1995 are unaudited;
in the opinion of management, all adjustments necessary for a fair presentation
of such financial statements have been included. Such adjustments consisted only
of normal recurring items. Interim results are not necessarily indicative of
results for a full year.

The operating results and financial position of AMERCO's consolidated
insurance operations are determined on a one quarter lag. There were no effects
related to intervening events which would significantly affect consolidated
financial position or results of operations for the financial statements
presented herein.

Based on an in-depth market analysis, the Company increased the estimated
salvage value of certain rental trucks during the third and fourth quarters of
fiscal year ended March 31, 1996.

The financial statements and notes are presented as permitted by Form 10-Q
and do not contain certain information included in the Company's annual
financial statements and notes.

Earnings per share are computed based on the weighted average number of
shares outstanding, excluding shares of the employee stock ownership plan that
have not been committed to be released. Net income is reduced for preferred
dividends for purposes of the calculation.

Certain reclassifications have been made to the financial statements for
the six months ended September 30, 1995 to conform with the current year's
presentation.

2. INVESTMENTS

A comparison of amortized cost to market for fixed maturities is as follows
(in thousands, except for par value):

<TABLE>
<CAPTION>
JUNE 30, 1996 PAR VALUE GROSS GROSS ESTIMATED
CONSOLIDATED OR NUMBER AMORTIZED UNREALIZED UNREALIZED MARKET
HELD-TO-MATURITY OF SHARES COST GAINS LOSSES VALUE
- --------------------------------------- --------- --------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
U.S. treasury securities and government
obligations.......................... $ 17,805 $ 17,713 $ 1,163 $ -- $ 18,876
U.S. government agency mortgage backed
securities........................... $ 57,843 57,434 520 (2,497) 55,457
Obligations of states and political
subdivisions......................... $ 33,100 32,838 1,110 (227) 33,721
Corporate securities................... $ 186,971 191,427 2,422 (3,614) 190,235
Mortgage-backed securities............. $ 98,349 96,577 1,215 (2,912) 94,880
Redeemable preferred stocks............ 221 6,471 251 (184) 6,538
-------- ------- -------- --------
402,460 6,681 (9,434) 399,707
-------- ------- -------- --------
</TABLE>

F-57
<PAGE> 110

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

SEPTEMBER 30, 1996, MARCH 31, 1996 AND SEPTEMBER 30, 1995
(UNAUDITED)

<TABLE>
<CAPTION>
JUNE 30, 1996 PAR VALUE GROSS GROSS ESTIMATED
CONSOLIDATED OR NUMBER AMORTIZED UNREALIZED UNREALIZED MARKET
AVAILABLE-FOR-SALE OF SHARES COST GAINS LOSSES VALUE
- --------------------------------------- --------- --------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
U.S. treasury securities and government
obligations.......................... $ 11,685 $ 11,780 $ 905 $ -- $ 12,685
U.S. government agency mortgage
backed securities.................... $ 26,252 25,736 143 (389) 25,490
States, municipalities and political
subdivisions......................... $ 7,100 7,023 485 (34) 7,474
Corporate securities................... $ 340,024 345,964 5,163 (6,798) 344,329
Mortgage-backed securities............. $ 85,947 85,338 912 (1,595) 84,655
Redeemable preferred stocks............ 106 2,596 22 (12) 2,606
-------- ------- -------- --------
478,437 7,630 (8,828) 477,239
-------- ------- -------- --------
Total........................ $ 880,897 $ 14,311 $ (18,262) $ 876,946
======== ======= ======== ========
</TABLE>

3. SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF PONDEROSA HOLDINGS, INC. AND
ITS SUBSIDIARIES

A summary consolidated balance sheet (unaudited) for Ponderosa Holdings,
Inc. and its subsidiaries is presented below:

<TABLE>
<CAPTION>
SEPTEMBER 30,
-------------------------
1996 1995
---------- ----------
(IN THOUSANDS)
<S> <C> <C>
Investments -- fixed maturities........................... $ 879,699 $ 800,481
Other investments......................................... 98,910 117,972
Receivables............................................... 150,100 151,546
Deferred policy acquisition costs......................... 56,171 51,304
Due from affiliate........................................ 36,947 22,603
Deferred federal income taxes............................. 7,865 4,671
Other assets.............................................. 14,977 8,067
---------- ----------
Total assets.................................... $1,244,669 $1,156,644
========== ==========
Policy liabilities and accruals........................... $ 411,865 $ 409,521
Unearned premiums......................................... 74,266 65,699
Premium deposits.......................................... 435,789 374,407
Other policyholders' funds and liabilities................ 32,706 28,263
---------- ----------
Total liabilities............................... 954,626 877,890
Stockholder's equity...................................... 290,043 278,754
---------- ----------
Total liabilities and stockholder's equity...... $1,244,669 $1,156,644
========== ==========
</TABLE>

F-58
<PAGE> 111

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

SEPTEMBER 30, 1996, MARCH 31, 1996 AND SEPTEMBER 30, 1995
(UNAUDITED)

A summarized consolidated income statement (unaudited) for Ponderosa
Holdings, Inc. and its subsidiaries is presented below:

<TABLE>
<CAPTION>
SIX MONTHS ENDED
SEPTEMBER 30,
---------------------
1996 1995
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Premiums..................................................... $ 79,056 $ 76,442
Net investment income........................................ 24,542 23,395
Other income................................................. 1,178 4,592
-------- --------
Total revenue...................................... 104,776 104,429
Benefits and losses.......................................... 66,716 68,099
Amortization of deferred policy acquisition costs............ 8,057 7,799
Other expenses............................................... 14,712 12,121
-------- --------
Income from operations............................. 15,291 16,410
Federal income tax expense................................... (4,934) (4,617)
-------- --------
Net income................................................... $ 10,357 $ 11,793
======== ========
</TABLE>

The Company has engaged an investment banking firm to explore various
alternatives with regard to Oxford, its life insurance subsidiary. Such
alternatives may include strategic alliances with other insurance companies or
Oxford's possible sale.

4. NOTES AND LOANS

In August 1996, the Company extinguished $86,400,000 of its long-term notes
originally due in fiscal 1997 through fiscal 1999.

The above transactions resulted in an extraordinary loss of $2,004,000 net
of tax of $1,233,000 ($0.07 per share).

5. STOCKHOLDERS' EQUITY

F-59
<PAGE> 112

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

SEPTEMBER 30, 1996, MARCH 31, 1996 AND SEPTEMBER 30, 1995
(UNAUDITED)

to dividends over the Company's common stock. The Series B Preferred will be
convertible, in certain events, at the holder's option, into either shares of
the Company's Series B Common Stock, $0.25 par value or all of the outstanding
shares of Picacho Peak Investment Co., a subsidiary of AMERCO.

On September 6, 1996, pursuant to the judgment in the Shoen Litigation, the
Company paid Katabasis International, Inc. (Katabasis) approximately $27,485,000
to repurchase 4,041,924 shares of Common Stock held by Katabasis. The Company
also paid damages to Samuel W. Shoen of approximately $74,771,000 and statutory
post-judgment prepetition interest on the above amounts of approximately
$224,000. The Company also funded approximately $15,726,000 of post-petition
date interest by depositing the same into an escrow account pending the outcome
of a dispute involving the entitlement of the plaintiffs in the Shoen Litigation
to post-petition date interest. The Common Stock held by Katabasis was
transferred into the Company treasury. Samuel W. Shoen, the sole voting
stockholder of Katabasis, is the brother of Edward J., Mark V., and James P.
Shoen, who are major stockholders and directors of the Company.

On October 1, 1996, pursuant to the judgment in the Shoen Litigation, the
Company paid Mickl, Inc. (Mickl) approximately $27,444,000 to repurchase
4,035,924 shares of Common Stock held by Mickl. On the same date the Company
paid net damages to Michael L. Shoen of approximately $73,158,000 and statutory
post-judgment pre-petition interest on the above amounts of approximately
$224,000. On the same date, the Company paid Michael L. Shoen approximately
$3,000 to repurchase 380 shares of Common Stock held by him and funded
approximately $16,184,000 of post-petition date interest by depositing the same
into an escrow account pending the outcome of a dispute involving the
entitlement of the plaintiffs in the Shoen Litigation to post-petition date
interest. The Common Stock held by Mickl and Michael L. Shoen was transferred
into the Company treasury. Michael L. Shoen, the sole voting stockholder of
Mickl, is the brother of Edward J., Mark V., and James P. Shoen, who are major
stockholders and directors of the Company. See Part II. Item 1. Legal
Proceedings for more information on the Shoen Litigation.

On October 14, 1996, the Company paid an additional $15,000,000 to L. S.
Shoen in settlement of all outstanding disputes.

6. CONTINGENT LIABILITIES AND COMMITMENTS

During the six months ended September 30, 1996, U-Haul Leasing & Sales Co.,
a wholly-owned subsidiary of U-Haul International, Inc., entered into ten
transactions, whereby the Company sold rental trucks or trailers and
subsequently leased them back. AMERCO has guaranteed $13,512,000 of residual
values at September 30, 1996 on the rental trucks and trailers at the end of the
lease term. U-Haul

F-60
<PAGE> 113

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

SEPTEMBER 30, 1996, MARCH 31, 1996 AND SEPTEMBER 30, 1995
(UNAUDITED)

entered into one transaction, whereby the Company sold rental trailers and
subsequently leased them back. Also, U-Haul entered into three transactions,
whereby the Company sold and subsequently leased back computer equipment.
Following are the lease commitments for the leases executed during the six
months ended September 30, 1996, which have a term of more than one year (in
thousands):

<TABLE>
<CAPTION>
YEAR ENDED LEASE
MARCH 31, COMMITMENTS
--------------------------------------------------------------- -----------
<S> <C>
1997......................................................... $ 17,331
1998......................................................... 24,135
1999......................................................... 24,135
2000......................................................... 24,135
2001......................................................... 23,153
Thereafter..................................................... 112,690
--------
$ 225,579
========
</TABLE>

In the normal course of business, the Company is a defendant in a number of
suits and claims. The Company is also a party to several administrative
proceedings arising from state and local provisions that regulate the removal
and/or clean-up of underground fuel storage tanks. It is the opinion of
management that none of such suits, claims, or proceedings involving the
Company, individually or in the aggregate are expected to result in a material
loss.

7. SUPPLEMENTAL CASH FLOWS INFORMATION

The (increase) decrease in receivables, inventories and accounts payable
and accrued liabilities net of other operating and investing activities follows:

<TABLE>
<CAPTION>
SIX MONTHS ENDED
SEPTEMBER 30,
--------------------
1996 1995
------- --------
(IN THOUSANDS)
<S> <C> <C>
Receivables................................................... $22,396 $(35,299)
======= ========
Inventories................................................... (8,827) (1,065)
======= ========
Accounts payable and accrued liabilities...................... $ 1,779 $ 22,585
======= ========
</TABLE>

Income taxes paid in cash amounted to $1,694,000 and $143,000 for the
quarters ended September 30, 1996 and 1995, respectively.

Interest paid in cash amounted to $36,173,000 and $36,755,000 for the
quarters ended September 30, 1996 and 1995, respectively.

8. RELATED PARTIES

During the six months ended September 30, 1996, a subsidiary of the Company
received principal payments of $84,001,000, interest payments of $3,839,000 and
management fees of $745,000 from Three SAC Self-Storage Corporation (Three SAC).
Three SAC's voting common stock is owned by SAC Holding Corporation (SAC
Holding) and the non-voting preferred stock is owned by SAC Non-Business Trust.
The voting common stock of SAC Holding is held by Mark V. Shoen, a major
stockholder, director and officer of the Company. Three SAC properties are
currently managed by the Company pursuant to a management agreement, under which
the Company receives a management fee equal to 6% of the gross

F-61
<PAGE> 114

AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

SEPTEMBER 30, 1996, MARCH 31, 1996 AND SEPTEMBER 30, 1995
(UNAUDITED)

receipts from the properties. The management fee percentage is consistent with
the fee received by the Company for other properties managed by the Company.

On June 27, 1996, a subsidiary of the Company sold Three SAC notes of
$86,000,000 to an outside party.

As of September 30, 1996, a subsidiary of the Company funded the purchase
of seventeen properties, with one additional property funded subsequent to the
quarter end, by Four SAC Self-Storage Corporation (Four SAC) for an amount of
approximately $15,487,000. Four SAC is owned by SAC Holding. The voting common
stock of SAC Holding is held by Mark V. Shoen, a major stockholder, director,
and officer of the Company. Four SAC acquired three of the properties from a
subsidiary of the Company at a purchase price equal to the Company's acquisition
cost plus capitalized costs. Such properties are currently managed by the
Company for which the Company will receive a management fee equal to 6% of the
gross receipts from the properties. The management fee percentage is consistent
with the fee received by the Company for other properties managed by the
Company.

9. NEW ACCOUNTING STANDARDS

On April 1, 1996, the Company adopted Statement of Financial Accounting
Standards No. 121 -- Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of. Effective for fiscal years beginning after
December 15, 1995 the standard establishes accounting standards for the
impairment of long-lived assets, certain identifiable intangibles, and goodwill
related to those assets to be held and used and for long-lived assets and
certain identifiable intangibles to be disposed of. The adoption of this
statement had no impact on the financial condition or results of operations of
the Company.

On April 1, 1995, the Company implemented Statement of Position 93-7,
"Reporting on Advertising Costs," issued by the Accounting Standards Executive
Committee in December 1993. This statement of position provides guidance on
financial reporting on advertising costs in annual financial statements. Upon
implementation, the Company recognized additional advertising expense of
$8,647,000 for advertising costs not qualifying as direct-response. The adoption
had the effect of reducing net income by $5,474,000 ($0.15 per share) for the
six months ended September 30, 1995.

Other pronouncements issued by the Financial Standards Board with future
effective dates are either not applicable or not material to the consolidated
financial statements of the Company.

F-62
<PAGE> 115

NO DEALER, SALESPERSON, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY, ANY UNDERWRITER OR AGENT, OR ANY OTHER
PERSON. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER
THAN THOSE TO WHICH THEY RELATE OR AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO BUY, TO ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR
SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER AND THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.

------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 3
Information Incorporated by
Reference........................... 3
Prospectus Summary.................... 4
Risk Factors.......................... 8
Use of Proceeds....................... 10
Price Range of Common Stock........... 10
Dividends............................. 10
Capitalization........................ 11
Selected Consolidated Financial
Data................................ 12
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 13
Business.............................. 28
Management............................ 38
Principal and Selling Stockholders.... 40
Description of Capital Stock.......... 42
Shares Eligible for Future Sale....... 47
Certain United States Federal Tax
Considerations for Non-United States
Holders............................. 48
Underwriting.......................... 51
Legal Matters......................... 52
Experts............................... 52
Index to Financial Statements......... F-1
</TABLE>

2,500,000 SHARES

AMERCO

COMMON STOCK
($.25 PAR VALUE)
LOGO
JOINT BOOK-RUNNING MANAGERS

- -----------------------------------

LEHMAN BROTHERS

SALOMON BROTHERS INC
PROSPECTUS

Dated December 12, 1996