AMERCO /NV/
424B5, 2000-01-21
AUTO RENTAL & LEASING (NO DRIVERS)
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The information in this prospectus supplement is not complete and may be amended. A registration statement relating to these securities has been declared effective with the Securities and Exchange Commission. This prospectus supplement is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-73357
Subject to Completion
Preliminary Prospectus Supplement dated January 20, 2000

PROSPECTUS SUPPLEMENT

(To prospectus dated March 16, 1999)

$                          

AMERCO

[UHAUL LOGO]

       % Senior Notes due                      


        AMERCO will pay interest on the      % notes due                that we are offering under this prospectus supplement semi-annually on           and           of each year, starting on                , 2000. The notes will mature on                . We can redeem some or all of the notes at our option on at least 30 days notice at the redemption prices described herein.

      The notes rank equally with all other senior indebtedness of AMERCO and senior in right of payment to all future subordinated indebtedness of AMERCO. The notes will not be entitled to the benefit of any sinking fund. The notes will not be listed on any securities exchange or included in any automated quotation system.

      Investing in the notes involves certain risks which are described in the “Risk Factors” section beginning on page 7 of the accompanying prospectus.


                 
Per Note Total


Public offering price (1) % $
Underwriting discount % $
Proceeds, before expenses, to AMERCO % $

     (1)  Plus accrued interest from                , 2000 if settlement occurs after that date

      Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

      The notes will be ready for delivery, in book-entry form only through The Depository Trust Company, on or about                , 2000.


 
Merrill Lynch & Co. Chase Securities Inc.


The date of this prospectus supplement is January   , 2000.


TABLE OF CONTENTS

Prospectus Supplement

         
Page

Summary S-1
Use of Proceeds S-5
Ratio of Earnings to Fixed Charges S-5
Capitalization S-6
Management’s Discussion and Analysis of Financial Condition and Results of Operations S-7
Business S-26
Description of Notes S-31
Underwriting S-40
Legal Matters S-41
Index to Financial Statements F-1
Prospectus
About this Prospectus 1
Where You Can Find More Information 1
Special Note of Caution Regarding Forward-Looking Statements 3
About AMERCO 4
The Offering 6
Risk Factors 7
Use of Proceeds 9
Ratio of Earnings to Fixed Charges 10
Description of Debt Securities 10
Plan of Distribution 24
Legal Opinions 25
Experts 25

      This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of the notes we are offering and certain other matters relating to us and our business. The second part, the accompanying prospectus, gives more general information, some of which does not apply to this series of notes we are offering. Generally, when we refer to the prospectus, we are referring to both parts combined. If the description of your notes varies between the prospectus supplement and the accompanying prospectus, you should rely on the information in the prospectus supplement.

      You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not, and the underwriters have not, authorized any other person to provide you with additional or different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these notes in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement and the accompanying prospectus, as well as information we previously filed with the Securities and Exchange Commission and incorporated by reference, is accurate as of the date on the front cover of this prospectus supplement only. Our business, financial condition, results of operations and prospects may have changed since that date.


SUMMARY

      In this prospectus supplement, AMERCO and references to “we,” “our,” “ours” and “us” include all of our subsidiaries and predecessors, unless the context otherwise requires. The following summary contains basic information about this offering. It may not contain all the information that is important to you. The “Description of Notes” section of this prospectus supplement contains more detailed information regarding the terms and conditions of the notes.

Our Company

      AMERCO owns all of the stock of our principal subsidiary, U-Haul International, Inc. U-Haul operations represented over 80% of our total revenues for each of the past five fiscal years ended March 31, 1999. We also own all the stock of Republic Western Insurance Company, Oxford Life Insurance Company and Amerco Real Estate Company.

U-Haul Operations

 
     •  U-Move Operations

      Founded in 1945, U-Haul is primarily engaged in the rental of trucks, automobile-type trailers, and support rental items to the do-it-yourself moving customer which includes the sale of moving items or moving materials, such as boxes, tape, and packaging materials. We believe that we are the only nationwide single-brand provider of one-stop-shopping for moving services and materials for the do-it-yourself mover. Our product offering is further enhanced by our ability to provide self-storage facilities (940 locations) at both ends of a move. A significant percentage of self-movers store at least a portion of their possessions at some point during their self-move. Our do-it-yourself moving business operates under the U-Haul name through an extensive and geographically diverse distribution network of approximately 1,100 company-owned U-Haul centers and approximately 15,000 independent dealers throughout the United States and Canada. We believe that we have more moving equipment rental locations than our two largest competitors combined. The U-Haul rental equipment fleet consists of 95,800 trucks, 80,800 trailers, and 18,700 tow dollies. The U-Haul rental fleet is managed with a point of sale system at each of our approximately 16,100 locations, which is tied into our national network of computers that allows U-Haul to control the flow of rental equipment across North America.

 
     •  Self-Storage Rental Operations

      U-Haul entered the self-storage business in 1974 and offers for rent more than 28 million square feet of self-storage space through 940 company-owned or managed storage locations. We believe we are the second largest self-storage operator (in terms of number of facilities operated) in the industry. We believe our self-storage operations are complementary to the do-it-yourself moving business. All of our self-storage space is located at or near one or more U-Haul centers or independent U-Haul dealers.

Insurance Operations

 
     •  Republic Western

      Republic Western originates and reinsures property and casualty type insurance products for independent third parties, U-Haul customers, and U-Haul. Republic Western’s principal strategy is to capitalize on its knowledge of insurance products aimed at the moving and rental markets. Approximately 29% of Republic Western’s written premiums relate to insurance underwriting activities involving affiliates of AMERCO. Approximately 11% of AMERCO’s total revenues for the fiscal year ended March 31, 1999 were from Republic Western.

 
     •  Oxford

      Oxford primarily reinsures life, health, and annuity insurance products and administers our self-insured employee health plan. Approximately 1.5% of Oxford’s premium revenue is from business with affiliates of AMERCO. Approximately 7% of AMERCO’s total revenues for the fiscal year ended March 31, 1999 were from Oxford.

General

      Our principal executive office is located at 1325 Airmotive Way, Suite 100, Reno, Nevada 89502, and our telephone number is (775) 688-6300.

S-1


The Offering

 
Issuer AMERCO.
 
Securities $     million principal amount of      % senior notes due             .
 
Maturity The notes will mature                ,          .
 
Interest Rate The notes will bear interest at the rate of      % per annum.
 
Interest Payment Dates We will pay interest on the notes semi-annually on           and            beginning           , 2000.
 
Optional Redemption We can redeem some or all of the notes at our option on at least 30 days notice at the redemption prices described herein, plus any accrued and unpaid interest to the date fixed for redemption.
 
Change in Control If certain types of change in control were to occur, each holder of notes would have the option to require us to repurchase such notes, in whole or in part, at a price equal to 101% of the principal amount of those notes, plus any accrued and unpaid interest to the purchase date.
 
Ranking The notes will be general unsecured obligations of AMERCO. The notes will rank equally in right of payment with all senior indebtedness of AMERCO, and senior in right of payment to all future subordinated indebtedness of AMERCO. The notes are not guaranteed by any AMERCO subsidiary. The notes will be effectively subordinated to (i) any secured indebtedness of AMERCO to the extent of the assets securing that indebtedness and (ii) all indebtedness for money borrowed and other liabilities of our subsidiaries.
 
As of September 30, 1999, after giving pro forma effect to this offering:
 
•  we had approximately $1.087 billion of notes and loans payable ($0.3 million of which is secured debt) and
 
•  our subsidiaries had approximately $0.3 million of debt.
 
Certain Covenants The Second Supplemental Indenture governing the notes will contain covenants that will, among other things, limit our ability to incur certain liens securing indebtedness, engage in certain sale-leaseback transactions, and enter into certain consolidations, mergers, or transfers of substantially all of our assets.
 
Use of Proceeds We estimate that the net proceeds from the offering will be approximately $     million. We intend to use these proceeds to repay indebtedness outstanding under our revolving credit agreement.
 
Risk Factors See “Risk Factors” in the accompanying prospectus on page 7 for a discussion of certain factors you should consider carefully before deciding whether to invest in the notes.

S-2


Selected Financial Data

      We derived the selected financial data presented below for each of the three fiscal years ended March 31, 1999, 1998 and 1997 from our audited consolidated financial statements. We derived the selected financial data for the six month periods ended September 30, 1999 and 1998 from our unaudited consolidated financial statements, which in management’s opinion include all normal, recurring adjustments necessary for a fair statement of the information for the periods presented. Results of operations for a six month period are not necessarily indicative of results of operations for a full year.

      You should read the financial data presented below in conjunction with the consolidated financial statements, the related notes and other financial information contained herein and in our Annual Report on Form 10-K for the fiscal year ended March 31, 1999 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, which are incorporated in this prospectus supplement and the accompanying prospectus by reference. See “Where You Can Find More Information” in the accompanying prospectus.

                                         
For the six months ended
For the years ended March 31, September 30,


1999 1998 1997 1999 1998





(in thousands, except number of shares)
Summary of Operations:
Rental and net sales $ 1,255,493 $ 1,194,948 $ 1,146,751 $ 753,151 $ 706,468
Premiums, net investment and interest income 296,439 229,661 238,628 148,830 131,509





1,551,932 1,424,609 1,385,379 901,981 837,977





Operating expenses and cost of sales(1) 992,081 919,637 882,472 528,177 511,483
Benefits, losses and amortization of deferred acquisition cost 196,775 189,770 190,623 100,473 88,790
Lease expense 118,742 89,879 85,973 64,212 56,532
Depreciation, net(2) 73,066 69,655 66,742 38,551 31,902





1,380,664 1,268,941 1,225,810 731,413 688,707





Earnings from operations 171,268 155,668 159,569 170,568 149,270
Interest expense 73,658 79,369 76,041 39,815 36,635





Pretax earnings from operations 97,610 76,299 83,528 130,753 112,635
Income tax expense (35,101 ) (27,643 ) (29,344 ) (46,319 ) (39,234 )





Earnings from operations before extraordinary loss on early extinguishment of debt 62,509 48,656 54,184 84,434 73,401
Extraordinary loss on early extinguishment of debt, net (13,672 ) (2,319 )





Net earnings $ 62,509 $ 34,984 $ 51,865 $ 84,434 $ 73,401





Weighted average common shares outstanding, basic 21,937,686 21,896,101 25,479,651 21,958,826 21,930,301
Weighted average common shares outstanding, diluted 22,542,159

S-3


                                         
For the six months ended
For the years ended March 31, September 30,


1999 1998 1997 1999 1998





(in thousands)
Balance Sheet Data:
Total property, plant and equipment, net $ 1,294,824 $ 1,275,756 $ 1,247,066 $ 1,318,297 $ 1,304,072
Total assets 3,087,503 2,913,277 2,718,994 3,127,133 2,931,468
Notes and loans payable 1,114,748 1,025,323 983,550 1,087,377 997,982
Stockholders’ equity(3) 616,025 595,059 602,320 664,088 628,139

(1)  Reflects the adoption of Statement of Position 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use” during the year ended March 31, 1998.
 
(2)  Reflects the change in estimated residual value during the year ended March 31, 1998.
 
(3)  Reflects the adoption of Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” during the year ended March 31, 1999.

S-4


USE OF PROCEEDS

      Initially, AMERCO intends to use the net proceeds from the sale of the notes to repay floating rate indebtedness outstanding under our revolving credit agreement dated June 30, 1997 (which expires on June 30, 2002). The debt to be repaid with the proceeds of the notes bears interest at rates ranging from 6.0625% to 6.3125%. The debt incurred under the revolving credit agreement was used for working capital purposes and the satisfaction at maturity of $50,000,000 of Medium-Term notes (bearing interest at rates ranging from 7.05% to 7.10%) and $100,000,000 of Bond Backed Asset Trust Notes (bearing interest at 6.65%).

RATIO OF EARNINGS TO FIXED CHARGES

      The following table shows AMERCO’s ratio of earnings to fixed charges for the periods indicated. For purposes of computing the ratio of earnings to fixed charges, “earnings” consists of pretax earnings from operations plus total fixed charges excluding interest capitalized during the period, and “fixed charges” consists of interest expense, capitalized interest, amortization of debt expense and discounts, and one-third of our annual rental expense (which we believe is a reasonable approximation of the interest factor of these rentals). The ratio for the six months ended on September 30, 1999 may be different from the ratio for fiscal 2000 because, among other reasons, U-Haul rental operations are seasonal and proportionally more of our earnings are generated in the first and second quarters of each fiscal year.

                                             
Six Months
Ended Fiscal Year Ended March 31,
September 30,
1999 1999 1998 1997 1996 1995






3.12 1.84 1.66 1.74 2.02 1.99

      For more information on AMERCO’s ratio of earnings to fixed charges, see “Where You Can Find More Information.”

S-5


CAPITALIZATION

      The following table sets forth the consolidated capitalization of AMERCO at September 30, 1999 on an actual basis, on a pro forma basis after giving effect to the satisfaction at maturity of $50,000,000 of medium-term notes and $100,000,000 of bond backed asset trust notes with a corresponding increase in the outstanding balance of the revolving credit facility, and on a pro forma basis as adjusted to give effect to the issuance of the notes offered hereby and the application of the proceeds therefrom before underwriters discount and expenses. For purposes of preparing this table, we have assumed the proceeds of the notes to be $200 million.

                               
September 30, 1999

Pro Forma
Actual Pro Forma As Adjusted



(in thousands)
Long-term debt:
5-year revolving credit facility $ 175,000 $ 325,000 $ 125,000
Senior notes due 2002 150,000 150,000 150,000
Senior notes due 2003 175,000 175,000 175,000
Medium-Term notes and other 287,377 237,377 237,377
Notes Payable-Bond Backed Asset Trust 300,000 200,000 200,000
Securities offered hereunder 200,000



$ 1,087,377 $ 1,087,377 $ 1,087,377



 
Stockholders’ equity:
Serial preferred stock, with or without par value, 50,000,000 shares authorized —
Series A preferred stock, with no par value, 6,100,000 shares authorized; 6,100,000 shares issued and outstanding
Series B preferred stock, with no par value, 100,000 shares authorized; none 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 1,441 1,441 1,441
Common stock of $0.25 par value, 150,000,000 shares authorized; 36,487,505 shares issued 9,122 9,122 9,122
Additional paid-in capital 274,905 274,905 274,905
Accumulated other comprehensive income (22,159 ) (22,159 ) (22,159 )
Retained earnings 780,596 780,596 780,596



1,043,905 1,043,905 1,043,905



Less:
Cost of common shares in treasury, net (19,635,913 shares) 363,533 363,533 363,533
Unearned employee stock ownership plan shares 16,284 16,284 16,284



Total stockholders’ equity $ 664,088 $ 664,088 $ 664,088



S-6


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

      This following discussion contains forward-looking statements. Additional written or oral forward-looking statements may be made by AMERCO from time to time in filings with the Securities and Exchange Commission or otherwise. Management believes such forward-looking statements are within the meaning of the safe-harbor provisions. Such statements may include, but not be limited to, projections of revenues, income or loss, estimates of capital expenditures, plans for future operations, products or services and financing needs or plans, as well as assumptions relating to the foregoing. The words “believe”, “expect”, “anticipate”, “estimate”, “project” and similar expressions identify forward-looking statements, which speak only as of the date the statement was made. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Future events and actual results could differ materially from those set forth in, contemplated by or underlying the forward-looking statements. The following disclosures, as well as other statements in AMERCO’s Annual Report on Form 10-K for the fiscal year ended March 31, 1999 and in the Notes to AMERCO’s consolidated financial statements, included herein and in such Annual Report, describe factors, among others, that could contribute to or cause such differences, or that could affect AMERCO’s stock price.

Results of Operations

  Six Months Ended September 30, 1999 and 1998

      The following table shows industry segment data from AMERCO’s four industry segments, moving and storage operations, real estate, property and casualty insurance, and life insurance, for the six months ended September 30, 1999 and 1998.

                                                     
Moving and Property/ Adjustments
Storage Real Casualty Life and
Operations Estate Insurance Insurance Eliminations Consolidated






(in thousands)
Six months ended September 30, 1999
Revenues:
Outside $ 761,710 $ 5,996 $ 77,552 $ 56,723 $ $ 901,981
Intersegment 35,298 3,350 622 (39,270 )






Total revenue $ 761,710 $ 41,294 $ 80,902 $ 57,345 $ (39,270 ) $ 901,981






Depreciation/ amortization $ 40,416 $ 5,041 $ 6,985 $ 11,357 $ $ 63,799
Interest expense $ 39,815 $ 20,273 (20,273 ) $ 39,815
Pretax earnings $ 105,395 $ 13,916 $ 4,976 $ 6,466 $ 130,753
Income tax expense $ 37,710 $ 4,871 $ 1,566 $ 2,172 $ 46,319
Identifiable assets $ 1,400,884 $ 708,010 $ 622,439 $ 738,479 $ (342,679 ) $ 3,127,133
Six months ended September 30, 1998
Revenues:
Outside $ 711,593 $ 2,479 $ 78,752 $ 45,153 $ $ 837,977
Intersegment 36,207 4,751 589 (41,547 )






Total revenue $ 711,593 $ 38,686 $ 83,503 $ 45,742 $ (41,547 ) $ 837,977






Depreciation/ amortization $ 27,826 $ 5,750 $ 3,438 $ 10,662 $ $ 47,676
Interest expense $ 36,635 $ 20,132 (20,132 ) $ 36,635
Pretax earnings $ 89,508 $ 9,856 $ 6,518 $ 6,753 $ 112,635
Income tax expense $ 31,736 $ 3,450 $ 1,960 $ 2,088 $ 39,234
Identifiable assets $ 1,270,602 $ 651,747 $ 650,220 $ 689,553 $ (330,654 ) $ 2,931,468

S-7


  Quarters Ended September 30, 1999 and 1998

      The following table shows industry segment data from AMERCO’s four industry segments, moving and storage operations, real estate, property and casualty insurance, and life insurance, for the quarters ended September 30, 1999 and 1998.

                                                     
Moving and Property/ Adjustments
Storage Real Casualty Life and
Operations Estate Insurance Insurance Eliminations Consolidated






(in thousands)
Quarter ended September 30, 1999
Revenues:
Outside $ 394,999 $ 3,039 $ 38,130 $ 26,403 $ $ 462,571
Intersegment 17,688 827 316 (18,831 )






Total revenue $ 394,999 $ 20,727 $ 38,957 $ 26,719 $ (18,831 ) $ 462,571






Depreciation/ amortization $ 21,272 $ 2,566 $ 3,626 $ 6,788 $ $ 34,252
Interest expense $ 19,617 $ 10,035 (10,035 ) $ 19,617
Pretax earnings $ 53,480 $ 6,138 $ 2,985 $ 2,786 $ 65,389
Income tax expense $ 19,263 $ 2,149 $ 939 $ 911 $ 23,262
Identifiable assets $ 1,400,884 $ 708,010 $ 622,439 $ 738,479 $ (342,679 ) $ 3,127,133
Quarter ended September 30, 1998
Revenues:
Outside $ 371,122 $ 1,032 $ 47,053 $ 25,026 $ $ 444,233
Intersegment 18,149 4,722 303 (23,174 )






Total revenue $ 371,122 $ 19,181 $ 51,775 $ 25,329 $ (23,174 ) $ 444,233






Depreciation/ amortization $ 13,305 $ 2,516 $ 1,414 $ 7,389 $ $ 24,624
Interest expense $ 17,984 $ 10,076 (10,076 ) $ 17,984
Pretax earnings $ 52,603 $ 5,393 $ 4,295 $ 2,972 $ 65,263
Income tax expense $ 19,041 $ 1,890 $ 1,335 $ 826 $ 23,092
Identifiable assets $ 1,270,602 $ 651,747 $ 650,220 $ 689,553 $ (330,654 ) $ 2,931,468

S-8


Results of Operations

  Fiscal Years Ended March 31, 1999, 1998, and 1997

      The following table shows industry segment data from AMERCO’S four industry segments, moving and storage operations, real estate, property and casualty insurance, and life insurance, for the fiscal years ended March 31, 1999, 1998, and 1997.

                                                     
Moving and Property/ Adjustments
Storage Real Casualty Life and
Operations Estate Insurance Insurance Eliminations Consolidated






(in thousands)
1999
Revenues:
Outside $ 1,266,372 $ 6,658 $ 166,475 $ 112,427 $ $ 1,551,932
Intersegment 71,888 11,734 1,208 (84,830 )






Total revenue $ 1,266,372 $ 78,546 $ 178,209 $ 113,635 $ (84,830 ) $ 1,551,932






Depreciation/ amortization $ 72,325 $ 10,990 $ 9,190 $ 21,597 $ 114,102
Interest expense $ 73,658 $ 40,595 $ (40,595 ) $ 73,658
Pretax earnings $ 46,679 $ 19,667 $ 19,106 $ 12,158 $ 97,610
Income tax expense $ 18,819 $ 6,883 $ 5,976 $ 3,423 $ 35,101
Identifiable assets $ 1,339,312 $ 708,756 $ 638,977 $ 737,423 $ (336,965 ) $ 3,087,503
1998
Revenues:
Outside $ 1,205,985 $ 4,908 $ 167,398 $ 46,318 $ $ 1,424,609
Intersegment 67,371 19,800 1,224 (88,395 )






Total revenue $ 1,205,985 $ 72,279 $ 187,198 $ 47,542 $ (88,395 ) $ 1,424,609






Depreciation/ amortization $ 89,940 $ 7,824 $ 10,807 $ 5,251 $ 113,822
Interest expense $ 37,146 $ 42,223 $ 79,369
Pretax earnings $ 49,036 $ 15,887 $ 736 $ 10,640 $ 76,299
Income tax expense (benefit) $ 19,166 $ 5,813 $ (556 ) $ 3,220 $ 27,643
Extraordinary loss on early extinguishment of debt, net $ 13,672 $ 13,672
Identifiable assets $ 1,221,579 $ 662,634 $ 654,449 $ 691,118 $ (316,503 ) $ 2,913,277
1997
Revenues:
Outside $ 1,168,061 $ 4,350 $ 167,352 $ 45,616 $ $ 1,385,379
Intersegment 65,624 19,725 1,009 (86,358 )






Total revenue $ 1,168,061 $ 69,974 $ 187,077 $ 46,625 $ (86,358 ) $ 1,385,379






Depreciation/ amortization $ 61,822 $ 13,785 $ 12,040 $ 6,717 $ 94,364
Interest expense $ 38,579 $ 37,462 $ 76,041
Pretax earnings $ 34,501 $ 20,191 $ 18,262 $ 10,574 $ 83,528
Income tax expense $ 14,078 $ 6,993 $ 5,502 $ 2,771 $ 29,344
Extraordinary loss on early extinguishment of debt, net $ 2,319 $ 2,319
Identifiable assets $ 1,158,932 $ 652,213 $ 609,687 $ 607,078 $ (308,916 ) $ 2,718,994

S-9


  Six Months Ended September 30, 1999 Versus Six Months Ended September 30, 1998

     Moving and Storage Operations

      Revenues consist of rental revenues and net sales. Total rental revenue increased by $44.1 million to $643.0 million for the six months ended September 30, 1999. Net revenues from the rental of moving related equipment increased by $41.6 million. This increase is primarily attributable to higher truck rental revenues. The growth in truck rental revenue primarily reflects improved utilization and an increase in the average revenue per transaction.

      Net sales revenues were $110.1 million and $107.6 million for the six months ended September 30, 1999 and 1998, respectively. Revenue growth from the sale of moving support items (i.e. boxes, etc.), which was up by 4.0% during the six months ended September 30, 1999, led to the improvement.

      Cost of sales was $62.7 million for the six months ended September 30, 1999, which represents a marginal decrease from $62.9 million for the same period of the prior year.

      Operating expenses before intercompany eliminations increased to $476.5 million for the six months ended September 30, 1999 from $459.9 million for the six months ended September 30, 1998. Increased expenditure levels for rental equipment maintenance and personnel due to an increase in fleet size and inventory levels were primarily responsible.

      Lease expense was $63.6 million and $56.4 million for the six months ended September 30, 1999 and 1998, respectively. This increase reflects additional leasing activity over the past twelve months.

      Net depreciation expense for the six months ended September 30, 1999 was $34.0 million, as compared to $26.3 million in the same period of the prior year. The increase reflects an increase in depreciation recognized on the rental truck fleet.

     Real Estate Operations

      Rental revenue before intercompany eliminations was $36.5 million for the six months ended September 30, 1999, compared to $37.3 million for the six months ended September 30, 1998. Intercompany revenue was $35.3 million and $36.2 million for the six months ended September 30, 1999 and 1998, respectively.

      Net investment and interest income was $4.7 million for the six months ended September 30, 1999 as compared to $1.4 million during the same period of the prior year. This increase correlates to a significant increase in average note and mortgage receivables outstanding.

      Operating expenses were $1.9 million for the six months ended September 30, 1999 versus $3.0 million for the six months ended September 30, 1998. Reduced building maintenance expense accounted for the majority of the decline from the prior year.

      Lease expense for the six months ended September 30, 1999 and 1998 was $0.6 million and $0.1 million, respectively. The increase reflects payments under a synthetic lease facility being utilized to develop storage properties.

      Net depreciation expense for the six months ended September 30, 1999 was $4.6 million, as compared to $5.6 million in the same period of the prior year. The decrease reflects higher gains from the disposition of property and lower levels of depreciable assets.

     Property and Casualty Insurance

      Republic’s premiums were $64.6 million and $65.3 million for the six months ended June 30, 1999 and 1998, respectively. The decrease in premium for 1999 as compared to 1998 resulted from the U-Haul Liability programs in the rental industry, which decreased to $23.9 million from $28.8 million, respectively. This decrease results from the restructuring of the U-Haul Business Auto General Liability policy. The deductible was changed on April 1, 1999 from a flat deductible to a 95% deductible. This reduced

S-10


premiums by $3.5 million for the six months ended June 30, 1999 as compared to 1998. The impact of this change will result in an overall savings of $0.6 million in premium taxes for policy year 1999. Additionally, assumed treaty reinsurance decreased to $20.9 million for the six months ended June 30, 1999 as compared to $23.5 million for the six months ended June 30, 1998 due to the 1998 Crop Hail premium accrued at December 1998. Premiums for these programs are accrued during the fourth quarter and are settled in the first quarter of the following year. Direct multiple peril and general agency premium increased to $11.6 million and $8.2 million, respectively, for the six months ended June 30, 1999 compared to $9.8 million and $3.2 million, respectively, for the six months ended June 30, 1998.

      Net investment income was $16.3 million and $18.2 million for the six months ended June 30, 1999 and 1998, respectively. The decrease from 1998 to 1999 is attributable to a decrease in invested assets and a lower yield on reinvested funds.

      Benefits and losses were $53.7 million and $56.5 million for the six months ended June 30, 1999 and 1998, respectively. The decrease from 1998 to 1999 resulted from a decrease in the U-Haul Liability programs for unpaid reported claims corresponding to the decrease in premiums mentioned above.

      Deferred acquisition costs (DAC) consists of commissions and other costs, which vary with and are primarily related to the production of new business. The prior year end commissions, and other related expenses, are amortized over the following year. The amortization expenses for the six months ended June 30, 1999 and 1998 consisted of $6.8 million and $2.4 million, respectively. The increase from 1998 to 1999 is due mainly to Republic’s subsidiary company’s DAC expense, which increased to $1.9 million for the six months ended June 30, 1999 from a negligible amount for the six months ended June 30, 1998. Also contributing was a $1.5 million increase in the nonaffiliated agents’ expense. Field Underwriters increased due to 1998 written and unearned premiums and Republic Western Specialty Underwriters increased due to 1998 commission expenses relating to a settlement agreement with the previous general agent. Additionally, 1999 assumed treaty reinsurance increased $0.9 million due to increased 1998 premium writings.

      Operating expenses were $15.4 million and $18.0 million for the six months ended June 30, 1999 and 1998, respectively. Commissions decreased to $8.5 million for the six months ended June 30, 1999 compared to $11.5 million for the six months ended June 30, 1998. This is mainly attributable to Republic’s subsidiary’s DAC earned for the six months ended June 30, 1999. No DAC for this subsidiary was included for the six months ended June 30, 1998, as the subsidiary was purchased in December 1998. Additionally, there was an increase in the nonaffiliated agents’ DAC expense mentioned above. Slightly offsetting were increased lease expenses of $0.9 million for the six months ended June 30, 1999 from $0.4 million for the six months ended June 30, 1998. All other underwriting expenses consisted of $6.0 million and $6.1 million for the six months ended June 30, 1999 and 1998, respectively.

      Operating profit before tax and intercompany elimination was $5.0 million and $6.5 million for the six months ended June 30, 1999 and 1998, respectively. This decrease of $1.5 million in 1999 resulted mainly from decreased premium revenue and investment income and increased underwriting expenses. Republic’s operating profit remains on plan to meet year end expectations.

     Life Insurance

      Net premiums were $47.2 million for the six months ended June 30, 1999 and $36.3 million for 1998. Oxford realized premium increases in the areas of Medicare supplement, credit life and disability, and single premium whole life insurance products. Oxford increased the Medicare supplement premium through the reinsurance of a block of policies and by adding direct premium through new programs; these increased premiums by $12.4 million. Credit life and disability premiums grew $2.7 million from increased marketing efforts. Both Oxford’s recently acquired companies, North American Insurance Company (NAI) and Safe Mate Life Insurance Company (Safe Mate), heavily market credit life and disability insurance. Oxford began marketing a new single premium whole life policy in 1998; this product accounted for $2.4 million of new premiums. As expected, premiums decreased due to fewer annuitizations, the termination of non-essential NAI lines and the sale of North American Fire & Casualty Insurance

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Company at the end of 1998 to Republic. These changes accounted for a $6.6 million decrease in premiums through the first six months of 1999.

      Net investment income before intercompany eliminations was $10.1 million for the six months ended June 30, 1999 and $9.4 million for 1998. This increase is due to the increase in the average invested assets for the year, which was the result of new premium in 1999 and the increased asset base from the acquisition of NAI and Safe Mate.

      Benefits incurred were $30.3 million and $23.5 million for the six months ended June 30, 1999 and 1998, respectively. This increase is primarily due to Medicare supplement benefits incurred. These benefits are related to the new business recorded in 1998. The new Medicare supplement reinsurance accounted for $8.9 million of benefit variance. Oxford has experienced improved loss ratios in its credit insurance products, partially offsetting the new Medicare supplement benefits.

      Amortization of DAC was $9.6 million and $6.4 million for the six months ended June 30, 1999 and 1998, respectively. Typically, Oxford defers commissions and other policy acquisition costs on single premium business. These costs are amortized as the premium is earned over the term of the policy. Oxford continues to increase its single premium credit business in force, thus increasing both the deferred costs on the balance sheet and the subsequent amortization.

      Operating expenses were $11.0 million and $9.1 million for the six months ended June 30, 1999 and 1998, respectively. A key component of operating expenses is the amortization of acquisition costs resulting from the purchase of NAI. This amounts to $1.7 million in 1999. Commissions have increased $2.0 million in 1999 in proportion to the increase in new premiums. Operating expenses, still within budgeted expectations, have increased in 1999 due to the expansion of business volume.

      Operating profit before tax and intercompany eliminations was $6.5 million and $6.8 million for the six months ended June 30, 1999 and 1998, respectively. The decrease over the prior year is primarily due to increased health loss ratios. This negative trend is being corrected through statutory premium rate filings.

     Interest Expense

      Interest expense was $39.8 million for the six months ended September 30, 1999, as compared to $36.6 million for the six months ended September 30, 1998. The increase can be attributed to an increase in average debt outstanding and a modest increase in the average cost of debt.

     Consolidated Group

      As a result of the foregoing, pretax earnings of $130.8 million were realized in the six months ended September 30, 1999, as compared to $112.6 million for the same period in 1998. After providing for income taxes, net earnings for the six months ended September 30, 1999 were $84.4 million, as compared to $73.4 million for the same period of the prior year.

  Quarter Ended September 30, 1999 Versus Quarter Ended September 30, 1998

     Moving and Storage Operations

      Revenues consist of rental revenues and net sales. Rental revenue increased by $20.0 million to $337.5 million in the quarter ended September 30, 1999. This increase reflects an $18.4 million increase in revenues from the rental of moving related equipment reflecting improved local truck utilization, higher average revenue per transaction and higher truck rental inventory.

      Net sales revenues were $52.5 million in the quarter ended September 30, 1999 as compared to net sales of $51.3 million in the quarter ended September 30, 1998. Revenue growth from the sale of moving support items (i.e. boxes, etc.) and hitches led to the majority of the increase during the quarter.

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      Cost of sales was $31.4 million in the quarter ended September 30, 1999, which represents an increase from $30.2 million for the same period of the prior year. Rising material costs from the sale of propane accounted from almost half of the increase.

      Operating expenses before intercompany elimination increased to $250.9 million in the quarter ended September 30, 1999 from $242.0 million in the quarter ended September 30, 1998. The increase reflects higher personnel and rental equipment maintenance expenditures associated with an increase in truck rental transactions and inventory levels.

      Net depreciation expense for the quarter ended September 30, 1999 was $17.2 million, as compared to $12.2 million in the same period of the prior year. The increase reflects an increase in depreciation recognized on the rental truck fleet.

     Real Estate Operations

      Rental revenue before intercompany eliminations was $18.3 million in the quarter ended September 30, 1999, compared to $18.6 million in the quarter ended September 30, 1998. Intercompany revenue was $17.7 million as compared to $18.1 million in the prior year’s first quarter.

      Net investment and interest income was $2.4 million in the quarter ended September 30, 1999 as compared to $0.5 million in the quarter ended September 30, 1998. This increase correlates to a significant increase in average note and mortgage receivables outstanding.

      Operating expenses were $1.4 million in the quarter ended September 30, 1999 versus $1.5 million in the quarter ended September 30, 1998. Reduced building maintenance expense accounted for the majority of the decline from the prior year.

      Lease expense was $0.6 million during the quarter ended September 30, 1999 versus a negligible amount during the quarter ended September 30, 1998. The increase reflects payments under a synthetic lease facility being utilized to develop storage properties.

      Net depreciation expense for the quarter ended September 30, 1999 was $2.6 million, as compared to $2.1 million in the same period of the prior year. The increase reflects lower gains from the disposition of property.

     Property and Casualty Insurance

      Republic’s premiums for the quarters ended June 30, 1999 and 1998 were $30.8 million and $42.5 million, respectively. The premium decrease in 1999 compared to 1998 resulted from the U-Haul Liability programs in the rental industry, which decreased to $9.4 million from $23.0 million, respectively. This decrease results from the restructuring of the U-Haul Business Auto General Liability policy. The deductible was changed on April 1, 1999 from a flat deductible to a 95% deductible. This reduced premiums by $12.5 million for the quarter ended June 30, 1999 as compared to 1998. The result of this change will result in an overall savings of $0.6 million in premium taxes for policy year 1999. Additionally, assumed treaty reinsurance decreased to $11.0 million for the quarter ended June 30, 1999 as compared to $13.0 million for the quarter ended June 30, 1998 due to a decrease in writings as a result of canceled treaties not replaced in 1999. Direct multiple peril and general agency premiums increased to $6.1 million and $4.3 million, respectively for the quarter ended June 30, 1999 compared to $4.9 million and $1.6 million, respectively for the quarter ended June 30, 1998.

      Net investment income was $8.2 million and $9.2 million for the quarters ended June 30, 1999 and 1998, respectively. The decrease from 1998 to 1999 resulted from a decrease in invested assets and a lower yield on reinvested funds.

      Benefits and losses incurred were $25.4 million and $36.5 million for the quarters ended June 30, 1999 and 1998, respectively. The decrease from 1998 to 1999 is due to a decrease in the U-Haul Liability programs for unpaid unreported claims corresponding to the decrease in premiums mentioned above.

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      DAC consists of commissions and other costs, which vary with and are primarily related to the production of new business. The prior year end commissions, and other related expenses, are amortized over the following year. The amortization expenses for the quarters ended June 30, 1999 and 1998 consisted of $3.6 million and $0.6 million, respectively. The increase from 1998 to 1999 is mainly due to Republic’s subsidiary company’s DAC expenses, which increased to $1.1 million for the quarter ended June 30, 1999 from a negligible amount for the quarter ended June 30, 1998. Also contributing was a $1.0 million increase in the nonaffiliated agents’ expense. Field Underwriting increased due to increased 1998 written and unearned premiums and Republic Western Specialty Underwriters increased due to 1998 commission expenses relating to a settlement agreement with the previous general agent. Additionally, 1999 assumed treaty reinsurance increased $0.7 million from 1998 due to increased 1998 premium writings.

      Operating expenses were $6.9 million and $10.4 million for the quarters ended June 30, 1999 and 1998, respectively. Commissions decreased to $4.4 million for the quarter ended June 30, 1999, compared to $7.1 million for the quarter ended June 30, 1998. This is mainly attributable to Republic’s subsidiary’s DAC earned for the quarter ended June 30, 1999. Since this subsidiary was purchased in December 1998, there was no DAC included for the quarter ended June 30, 1998. Additionally, there was an increase in the nonaffiliated agents’ and assumed treaty reinsurance DAC which relates to the increase in the expense mentioned above. Slightly offsetting were increased lease expenses of $0.5 million for the quarter ended June 30, 1999 as compared to $0.2 million for the quarter ended June 30, 1998. All other underwriting expenses consisted of $2.0 million and $3.1 million for the quarters ended June 30, 1999 and 1998, respectively.

      Operating profit before tax and intercompany elimination was $3.0 million and $4.3 million for the quarters ended June 30, 1999 and 1998, respectively. This represents a decrease in 1999 of $1.3 million over 1998 and resulted mainly from decreased premium revenue and investment income, offset slightly by decreased underwriting expenses.

     Life Insurance

      Net premiums were $22.1 million for the quarter ended June 30, 1999 and $20.3 million for 1998. Oxford realized premium increases in the areas of Medicare supplement, credit life and disability and single premium whole life insurance products. In 1999, Oxford increased premium over 1998 Medicare supplement premium through the reinsurance of a block of policies and by adding direct premium through new programs; these increased premiums by $2.2 million. Credit life and disability premiums remained constant with production gains being offset by new ceding activities. Production sales of Oxford’s new single premium whole life policy increased by $0.9 million in the second quarter compared to 1998. These increases were offset by fewer reinsurance annuitizations in 1999 than 1998, leading to $0.8 million less in annuity premium. In addition, there were $0.5 million in premium decreases for the second quarter resulting from the planned termination of NAI products not part of Oxford’s strategic focus.

      Net investment income before intercompany eliminations was $4.6 million for the quarter ended June 30, 1999 and $5.0 million for 1998. This decrease is due to lower rates on short-term invested assets for the quarter. Mortgage loan interest income dropped as the portfolio decreased.

      Benefits incurred were $14.9 million and $12.3 million for the quarters ended June 30, 1999 and 1998, respectively. This increase is primarily due to Medicare supplement benefits incurred. These benefits are related to the new business recorded during the last quarter of 1998. The new Medicare supplement reinsurance accounted for $4.3 million of the increase. Annuity benefits decreased $1.0 million in the period due to the decrease in annuitizations in 1999 over 1998.

      Amortization of DAC was $6.3 million and $3.6 million for the quarters ended June 30, 1999 and 1998, respectively. Typically, Oxford defers commissions and other policy acquisition costs on single premium business. These costs are amortized as the premium is earned over the term of the policy. Oxford continues to increase its single premium credit business in force, thus increasing both the deferred costs on the balance sheet and the subsequent amortization.

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      Operating expenses were $2.9 million and $6.4 million for the quarters ended June 30, 1999 and 1998, respectively. From 1998, the dynamic amortization of the purchase value of the policies acquired in the Encore Financial, Inc. purchase has decreased in relation to the short-term nature of the business that was in force. Commissions have increased $1.1 million in 1999 in proportion to the increase in new premiums. Compared to the second quarter in 1998, operating expenses increased for the quarter by $1.1 million stemming from the administration costs associated with new reinsurance contracts.

      Operating profit before tax and intercompany eliminations was $2.6 million and $3.0 million for the quarters ended June 30, 1999 and 1998, respectively. The decrease over prior year is primarily due to higher loss ratios for the health products.

     Interest Expense

      Interest expense was $19.6 million for the quarter ended September 30, 1999, as compared to $18.0 million for the quarter ended September 30, 1998. The increase can be attributed to an increase in average debt outstanding and a modest increase in the average cost of debt.

     Consolidated Group

      As a result of the foregoing, pretax earnings were $65.4 million during the quarter ended September 30, 1999, as compared to $65.3 million for the same period in 1998. After providing for income taxes, net earnings for the quarter ended September 30, 1999 were $42.1 million, as compared to $42.2 million for the same period of the prior year.

  Fiscal Year Comparison on a Consolidated Basis

     Rental Revenue

      Rental revenue, net of commission expense was $1,074.2 million, $1,018.7 million and $973.8 million in fiscal years 1999, 1998 and 1997, respectively. Details by material segment follow:

 
     •  Moving and Storage Operations

  Rental revenue was $1,072.1 million, $1,016.2 million and $971.3 million in fiscal years 1999, 1998 and 1997, respectively. The increase from fiscal year 1998 to fiscal year 1999 was primarily due to the growth in truck rental revenues which benefited from transactional growth reflecting increased utilization. The increase from fiscal year 1997 to fiscal year 1998 also reflects a growth in truck rental revenues benefiting from transactional growth and reflects a higher average revenue per transaction.

 
     •  Real Estate Operations

  Rental revenue before intercompany eliminations were $74.0 million, $69.9 million and $68.1 million in fiscal years 1999, 1998 and 1997, respectively. Intercompany rental revenue was $71.9 million, $67.4 million and $65.6 million in fiscal years 1999, 1998 and 1997, respectively. The increase from fiscal year 1998 to fiscal year 1999 reflects the addition of new system operating companies.

     Net Sales

      Net sales revenues were $181.3 million, $176.2 million and $173.0 million in fiscal years 1999, 1998 and 1997, respectively. Revenue growth from the sale of moving support items ( i.e. boxes, etc.) and propane resulted in the increase during both years.

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     Premiums

      Premium revenues, after intercompany eliminations, were $226.8 million in fiscal year 1999, $164.6 million in fiscal year 1998 and $163.6 million in fiscal year 1997. Details by material segment follow:

     •  Property and Casualty Insurance

  Premium revenues, before intercompany eliminations, were $145.3 million, $155.9 million and $156.5 million for the years ended December 31, 1998, 1997 and 1996, respectively. The 1998 premium decrease resulted from U-Haul Liability programs in the rental industry, which decreased to $66.6 million during 1998 from $84.5 million during 1997 and $83.9 million during 1996. This decrease in premiums resulted from an increase in the deductible and correspondingly decreased 1998 premium taxes by $0.3 million from 1997. The change in premium did not result in a change in the coverage offered to U-Haul. General agency premium of $6.5 million for 1998 increased from the $5.8 million for 1997, but decreased from the $8.8 million for 1996. This was due to the cancellation of a general agency agreement, a portion of which is now being written through another agent. Direct multiple peril premium increased to $21.0 million at December 31, 1998 compared to $16.5 million and $15.9 million for 1997 and 1996, respectively. Assumed treaty reinsurance increased to $51.2 million for the year ended December 31, 1998 as compared to $49.1 million and $47.8 million at December 31, 1997 and 1996, respectively. The increase in assumed treaty reinsurance is primarily in short-tail property coverage.

     •  Life Insurance

  Premium revenues, before intercompany eliminations, were $94.5 million, $29.7 million and $27.8 million for the years ended December 31, 1998, 1997 and 1996, respectively. During 1998, Oxford realized premium increases from 1997 and 1996 in the areas of Medicare supplement, credit life and disability, and single premium whole life insurance products. Oxford increased Medicare supplement premium through the reinsurance of a block of policies and by adding direct premium from the acquisition of NAI in 1997, increasing premiums by $31.7 million. Credit life and disability premiums grew $27.2 million from the acquisition of NAI and Safe Mate. Both of the acquired companies heavily market credit life and disability insurance. Oxford began marketing a new single premium whole life policy in 1998; this product accounted for $2.6 million of new premiums.

     Net Investment and Interest Income

      Net investment and interest income was $69.6 million, $65.0 million and $75.0 million in fiscal years 1999, 1998 and 1997, respectively. Details by material segment follow:

     •  Moving and Storage Operations

  Interest income was $12.9 million, $13.1 million and $23.0 million in fiscal years 1999, 1998 and 1997, respectively. The decrease in interest reflects the sale of notes receivable during fiscal year 1997.

     •  Real Estate Operations

  Net investment and interest income was $4.5 million, $0.6 million and $1.8 million in fiscal years 1999, 1998 and 1997, respectively. The increase in fiscal year 1999 was due to the realized gain on the sale of property acquired through foreclosure. Also contributing to the increase was interest income received on notes receivable. The decrease in fiscal year 1998 reflects a lower average notes receivable balance.

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     •  Property and Casualty Insurance

  Net investment income was $32.9 million for the year ended December 31, 1998, $31.3 million for 1997 and $30.6 million for 1996. The continued increases result from enhanced yield provided by an increased investment in preferred stock.

     •  Life Insurance

  Net investment income was $19.1 million for the year ended December 31, 1998, $17.8 million for 1997 and $18.8 million for 1996. The increase is due to the increase in the average invested assets for the year, which was the result of new premium in 1998 and the increased asset base from the acquisition of NAI and Safe Mate.

 
Operating Expenses

      Operating expenses were $885.3 million, $817.9 million and $778.7 million in fiscal years 1999, 1998 and 1997, respectively. Details by material segment follow:

     •  Moving and Storage Operations

  Operating expenses were $893.0 million, $857.9 million and $839.7 million in fiscal years 1999, 1998 and 1997, respectively. The increased expense is due to increased personnel cost and other administrative costs. Increased liability insurance, due to transactional growth, continued for fiscal year 1999 from fiscal years 1998 and 1997.

     •  Real Estate Operations

  Operating expenses were $6.2 million in fiscal year 1999, $7.7 million in fiscal year 1998 and $8.3 million in fiscal year 1997. Real Estate benefited from a reduction in intercompany management fees charged by an affiliated segment company during fiscal year 1999 compared to the prior two years.

     •  Property and Casualty Insurance

  Operating expenses were $32.8 million, $12.0 million and $27.5 million for the years ended December 31, 1998, 1997 and 1996, respectively. Commissions consisted of $18.8 million at December 31, 1998 compared to $4.1 million at December 31, 1997 and $19.9 million at December 31, 1996. The 1998 commission increase of $14.7 million from 1997 and the decrease of $15.8 million from 1996 is mainly due to the recognition of a large contingent commission in 1997 on an excess of loss reinsurance contract and assumed treaty reinsurance. Also contributing was an increase in sliding scale commissions on the assumed treaty reinsurance. Lease expenses increased to $1.3 million for 1998 as compared to $0.3 million and $0.1 million for 1997 and 1996, respectively.
 
  All other underwriting expenses consisted of $15.5 million, $8.2 million and $8.4 million for 1998, 1997 and 1996, respectively. The increase results primarily from increased expenses in the claims organization. During 1998, 94 positions were added in home and field office locations and two offices were opened in Texas and Iowa. The positions added were staff, director and manager levels, bringing multiple years worth of claims, management and leadership experience to Republic’s operations. Benefits from these additions include a reduction in average file age from 600+ days to nearly 100 days for non-litigated files; a reduction in law suits by 35%, customer complaints are down by 70%; and a decrease in Department of Insurance complaints of 50%. In addition, loss and loss adjustment expenses are down 20% and 30%, respectively, since 1997.

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     •  Life Insurance

  Operating expenses were $31.0 million, $6.9 million and $2.4 million for the years ended December 31, 1998, 1997 and 1996, respectively. A key component of operating expenses is the amortization of acquisition costs resulting from the purchase of NAI. This amounts to $12.1 million in 1998. Commissions have increased $4.0 million in 1998 in proportion to the increase in new premiums. Operating expenses, still within budgeted expectations, have increased in 1998 due to the expansion of business volume.

     Cost of Sales

      Cost of sales was $106.8 million, $101.7 million and $103.8 million in fiscal years 1999, 1998 and 1997, respectively. Increased material costs and a higher sales volume related to moving support items contributed to the fiscal year 1999 increase over fiscal year 1998. Cost of sales was virtually unchanged from fiscal year 1997 to fiscal year 1998 as lower costs associated with the sale of propane offset increased costs in other areas.

     Benefits and Losses

      Benefits and losses were $176.6 million in fiscal year 1999, $175.6 million in fiscal year 1998 and $174.1 million in fiscal year 1997. Details by material segment follow:

     •  Property and Casualty Insurance

  Benefits and losses incurred were $118.9 million, $165.9 million and $131.4 million for the years ended December 31, 1998, 1997 and 1996, respectively. The loss and loss adjustment expenses incurred during 1998 decreased from 1997 and 1996 due mainly to the reduction in insurance transactions with U-Haul and corresponds to the decrease in liabilities for unpaid claims due to estimated future losses for current and prior policies for those transactions. The 1997 loss and loss adjustment expenses incurred increased from 1996 due to an increase in liabilities for unpaid claims on general agency assumed reinsurance and rental industry reserves.

     •  Life Insurance

  Benefits incurred were $57.7 million, $24.4 million and $27.0 million for the years ended December 31, 1998, 1997 and 1996, respectively. This increase is primarily due to credit life and credit disability, and Medicare supplement benefits incurred. These benefits are related to the new business placed on the books in 1998. The new Medicare supplement reinsurance accounted for $14.7 million of the increase. Credit life and disability benefits increased by $8.9 million from 1998.

     Amortization of Deferred Acquisition Costs

      Amortization of deferred acquisition costs was $20.2 million, $14.2 million and $16.5 million in fiscal years 1999, 1998 and 1997, respectively. Deferred acquisition costs consists of commissions and other policy acquisition costs, which vary with and are primarily related to the production of new business. The prior year end commissions and other related expenses are recognized ratably over the remainder of the policy year. Details by material segment follow:

     •  Property and Casualty Insurance

  Amortization was $7.4 million, $8.6 million and $9.9 million for the years ended December 31, 1998, 1997 and 1996, respectively. The continuing decrease is due to reduced writings in the assumed reinsurance line.

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     •  Life Insurance

  Amortization was $12.8 million, $5.6 million and $6.6 million for the years ended December 31, 1998, 1997 and 1996, respectively. Deferred policy acquisition costs have increased $13.9 million and $11.0 million from 1998 and 1997 respectively. Oxford’s large increase in single premium credit writings is the cause of the increase in both the deferred costs and the subsequent amortization.

     Lease Expense

      Lease expense was $118.7 million, $89.9 million and $86.0 million in fiscal years 1999, 1998 and 1997, respectively. Details by material segment follow:

 
     •  Moving and Storage Operations

Lease expense was $118.4 million, $89.9 million and $85.9 million in fiscal years 1999, 1998 and 1997, respectively. The continued increase reflects additional leasing activity due to favorable lease rates.

 
     •  Real Estate Operations

Lease expense for real estate operations is minimal at $0.1 million, $0.2 million and $0.1 million for fiscal years 1999, 1998 and 1997, respectively.

     Depreciation Expense, net

      Depreciation expense, net was $73.1 million, $69.7 million and $66.7 million in fiscal years 1999, 1998 and 1997, respectively. Details by material segment follow:

 
     •  Moving and Storage Operations

Depreciation expense, net was $61.0 million, $64.6 million and $62.3 million in fiscal years 1999, 1998 and 1997, respectively. The decrease in fiscal year 1999 reflects an increase in the gains from the disposition of property, plant and equipment. The change from fiscal year 1998 and 1997 reflects an increase in depreciation expense of non-rental equipment.

 
     •  Real Estate Operations

Depreciation expense, net was $12.0 million, $6.4 million and $4.0 million in fiscal years 1999, 1998 and 1997, respectively. The increase in fiscal year 1999 reflects a decrease in the gains from the disposition of property, plant and equipment, offset by the increased depreciation expense relating to the addition of new facilities for operating system companies. The change from fiscal year 1998 and 1997 reflects a reduction in gains from the disposition of property, plant and equipment offset by an increase in depreciation expense of buildings and non-rental equipment.

     Earnings from Operations

      Earnings from operations were $171.3 million, $155.7 million and $159.6 million in fiscal years 1999, 1998 and 1997, respectively. Details by material segment follow:

 
     •  Moving and Storage Operations

Earnings from operations were $87.0 million, $78.7 million and $75.7 million in fiscal years 1999, 1998 and 1997, respectively. Increased rental transactions offset by corresponding expenses contributed to the earnings gain for the past two years.

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     •  Real Estate Operations

Earnings from operations were $60.3 million, $58.1 million and $57.7 million in fiscal years 1999, 1998 and 1997, respectively. A decrease in intercompany management fees charged contributed to the earnings increase for fiscal year 1999 compared to the prior two years.

 
     •  Property and Casualty Insurance

Earnings from operations were $19.1 million, $0.7 million and $18.3 million for the years ended December 31, 1998, 1997 and 1996, respectively. This represents an increase of $18.4 million and $0.8 million over 1997 and 1996, respectively. The 1998 increase resulted mainly from decreased underwriting expense, increased net investment income and net realized gains on investments, partially offset by a reduction in earned premiums.

  •  Life Insurance

Earnings from operations were $12.2 million, $10.6 million and $10.6 million for the years ended December 31, 1998, 1997 and 1996, respectively. The increase over prior years is primarily due to improved insurance claim loss ratios and higher volume of revenue.

     Interest Expense

      Interest expense was $73.7 million in fiscal year 1999, $79.4 million in fiscal year 1998 and $76.0 million in fiscal year 1997. The decrease can be attributed to a reduction in the average cost of debt over the past two fiscal years. The average debt level outstanding decreased in fiscal year 1999 compared to fiscal year 1998, and increased in fiscal year 1998 compared to fiscal year 1997.

     Extraordinary Loss on the Extinguishment of Debt

      During fiscal year 1998, AMERCO extinguished $76.0 million of 10.27% interest-bearing notes originally due in fiscal 1999 through fiscal 2002. This resulted in an extraordinary loss of $4.0 million, net of tax of $2.4 million ($0.18 per share). AMERCO also extinguished $255.0 million of 6.43% to 8.13% interest-bearing notes originally due in fiscal year 1999 through fiscal year 2010. This resulted in an extraordinary loss of $9.7 million, net of tax of $5.6 million ($0.44 per share).

      During fiscal year 1997, AMERCO 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. AMERCO also extinguished $86.2 million of its long-term notes originally due in fiscal year 1997 through fiscal year 1999. These transactions resulted in an extraordinary loss of $2.3 million, net of tax of $1.4 million ($0.09 per share).

     Earnings of the Consolidated Group

      As a result of the foregoing, pretax earnings of $97.6 million were realized in fiscal year 1999 compared to $76.3 million in fiscal year 1998 and $83.5 million in fiscal year 1997. After providing for income taxes, earnings from operations were $62.5 million in fiscal year 1999 compared to $48.7 million in fiscal year 1998 and $54.2 million in fiscal year 1997. Following deductions for an extraordinary loss from the early extinguishment of debt, net earnings for the current year were $62.5 million compared to $35.0 million in fiscal year 1998 and $51.9 million in fiscal year 1997.

     Quarterly Results

      The following table presents unaudited quarterly results for the ten quarters in the period beginning April 1, 1997 and ending September 30, 1999. AMERCO 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 incorporated herein by reference. U-Haul moving and storage operations are seasonal

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and proportionally more of AMERCO’s revenues and net earnings from its U-Haul moving and storage 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.
                   
Quarter Ended

June 30, September 30,
1999 1999


(in thousands, except
share and per share data)
Total revenues $ 439,410 462,571
Net earnings 42,307 42,127
Weighted average common shares outstanding
Basic 21,953,199 21,964,452
Diluted 22,953,199 22,131,119
Net earnings per common share(1)(6)
Basic 1.77 1.77
Diluted 1.70 1.76
                                 
Quarter Ended

June 30, September 30, December 31, March 31,
1998 1998 1998 1999




(in thousands, except share and per share data)
Total revenues $ 393,744 444,233 373,119 343,683
Net earnings (loss) 31,230 42,171 2,478 (13,370 )
Weighted average common shares outstanding (both basic and diluted) 21,924,749 21,935,854 21,942,190 21,947,951
Net earnings (loss) per common share (both basic and diluted)(1)(6) 1.21 1.71 (0.07 ) (0.78 )
                                 
Quarter Ended

June 30, September 30, December 31, March 31,
1997 1997 1997 1998




(in thousands, except share and per share data)
Total revenues $ 371,180 416,374 323,598 314,104
Earnings (loss) from operations before extraordinary loss on early extinguishment of debt(2)(3)(4)(5) 29,198 39,032 (5,390 ) (14,184 )
Net earnings (loss)(3)(4)(5) 29,198 34,894 (15,236 ) (13,872 )
Weighted average common shares outstanding (both basic and diluted) 21,879,156 21,890,072 21,901,521 21,913,654
Earnings (loss) from operations before extraordinary loss on early extinguishment of debt per common share(2)(3)(4)(5)(6) l.09 1.54 (0.49 ) (0.85 )
Net earnings (loss) per common share (both basic and diluted)(1)(2)(3)(4)(5)(6) 1.09 1.35 (0.94 ) (0.84 )

(1)  Net earnings (loss) per common share amounts were computed after giving effect to the dividends on AMERCO’s Preferred Stock.
 
(2)  Reflects the adoption of Statement of Position 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use” during the fourth quarter of fiscal year 1998.
 
(3)  Reflects the change in estimated residual values during the fourth quarter of fiscal year 1998.
 
(4)  During the second quarter of fiscal year 1998, AMERCO extinguished $76.0 million of 10.27% interest-bearing notes originally due in fiscal year 1999 through fiscal year 2002. This resulted in an extraordinary loss of $4.0 million, net of tax of $2.4 million ($0.18 per share).

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(5)  During the third quarter of fiscal year 1998, AMERCO extinguished $255.0 million of 6.43% to 8.13% interest-bearing notes originally due in fiscal year 1999 through fiscal year 2010. This resulted in an extraordinary loss of $9.7 million, net of tax of $5.6 million ($0.44 per share).
 
(6)  Reflects the redemption of $25 million, $50 million and $25 million of Series B preferred stock in fiscal years 2000, 1999 and 1998, respectively.

Liquidity and Capital Resources

  Moving and Storage Operations

      To meet the needs of its customers, U-Haul must maintain a large inventory of fixed asset rental items. At September 30, 1999, net property, plant, and equipment represented approximately 62.6% of total assets from non-insurance operations and approximately 42.2% of consolidated assets. In the six months ended September 30, 1999, capital expenditures were $182.7 million, as compared to $190.0 million in the six months ended September 30, 1998. These expenditures primarily reflect the expansion of the rental truck fleet. The capital required to fund these acquisitions was obtained through internally generated funds from operations and through lease financings.

      Cash flow from operations was $149.2 million in the six months ended September 30, 1999, as compared to $100.1 million in the six months ended September 30, 1998. The increase results from a combination of earnings growth, higher levels of depreciation and amortization and changes in other operating assets and liabilities.

      At September 30, 1999, total outstanding notes and loans payable was $1,087.4 million as compared to $1,114.8 million at March 31, 1999.

  Real Estate Operations

      Cash provided by operating activities was $7.0 million for the six months ended September 30, 1999. Cash used by operating activities was $2.8 million for the six months ended September 30, 1998. The increase resulted from a combination of increased earnings and changes in other operating assets and liabilities.

  Property and Casualty Insurance

      Cash flows used by operating activities were $6.6 million and $8.8 million for the six months ended June 30, 1999 and 1998, respectively. The 1999 to 1998 change resulted from decreased paid losses recoverable and increased other liabilities offset by an increase in other assets and the change in both unearned premium and loss and loss expense reserves.

      Republic’s cash and cash equivalents and short-term investment portfolio were $10.5 million and $2.9 million at June 30, 1999 and 1998, respectively. The increase from 1998 to 1999 resulted from the timing difference of maturities/calls being reinvested. This level of liquid assets, combined with budgeted cash flow, is adequate to meet periodic needs. Capital and operating budgets allow Republic to schedule cash needs in accordance with investment and underwriting proceeds.

      Republic maintains a diversified securities investment portfolio, primarily in bonds, at varying maturity levels with 96.1% of the fixed-income securities consisting of investment grade securities. The maturity distribution is designed to provide sufficient liquidity to meet future cash needs. Current liquidity remains strong with current invested assets equal to 106.1% of total liabilities.

      The liability for reported and unreported losses are based upon company historical and industry averages. Unpaid loss adjustment expenses are based on historical ratios of loss adjustment expenses paid to losses paid. Unpaid loss and loss expenses are not discounted.

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      Stockholder’s equity was $213.6 million and $199.6 million at June 30, 1999 and 1998, respectively. Republic considers current stockholder’s equity to be adequate to support future growth and absorb unforeseen risk events. Republic does not use debt or equity issues to increase capital and therefore has no exposure to capital market conditions.

  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 flows provided by operating activities were $2.4 million for the six months ended June 30, 1999 and 1998. Cash flows provided by financing activities were approximately $0.3 million and $7.1 million for the six months ended June 30, 1999 and 1998, 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. The decrease in cash flows provided by financing activities for the first six months of 1999 compared to the first six months of 1998 is due to lower ratio of annuity deposits to withdrawals.

      In addition to cash flows from operating and financing activities, a substantial amount of liquid funds is available through Oxford’s short-term portfolio. At June 30, 1999 and 1998, short-term investments were $75.6 million and $22.0 million, respectively. Management believes that the overall sources of liquidity will continue to meet foreseeable cash needs.

      Stockholder’s equity of Oxford increased to $90.7 million in 1999 from $90.1 million in 1998. Oxford did not pay dividends to its parent in 1999 or 1998.

      Applicable laws and regulations of the State of Arizona require AMERCO’s insurance subsidiaries to maintain minimum capital and surplus determined in accordance with statutory accounting practices. With respect to Oxford, the amount is $0.45 million. In addition, the amount of dividends that 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 without regulatory approval is $0.7 million at June 30, 1999. These restrictions are not expected to have a material adverse effect on the ability of AMERCO to meet its cash obligation.

  Consolidated Group

      During each of the fiscal years ended March 31, 2000, 2001 and 2002, U-Haul estimates gross capital expenditures will average approximately $325 million primarily reflecting rental fleet rotation. This level of capital expenditures, combined with an average of approximately $30-$115 million in annual long-term debt maturities during this same period, are expected to create annual average funding needs of approximately $355-$440 million. Management estimates that U-Haul will fund 100% of these requirements with internally generated funds, including proceeds from the disposition of older trucks and other asset sales.

  Credit Agreements and Other Indebtedness

      AMERCO’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, AMERCO routinely enters into sale and leaseback transactions. As of September 30, 1999, AMERCO had $1,087.4 million in total notes and loans payable outstanding and unutilized lines of credit of approximately $225.0 million.

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      On October 1 and October 15, 1999, AMERCO satisfied at maturity $50,000,000 and $100,000,000 of its medium-term notes and bond backed asset trust notes, respectively. AMERCO borrowed an additional $150,000,000 under its revolving credit agreement dated June 30, 1997 in order to repay such indebtedness.

      Certain of AMERCO’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, 1999, AMERCO was in compliance with these covenants.

      AMERCO is further restricted in the issuance of certain types of preferred stock. AMERCO 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 AMERCO or any subsidiary of AMERCO 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.

Year 2000 Disclosure

      In preparation for any potential Year 2000 processing problems, AMERCO worked since 1997 to identify any changes necessary to its existing computerized business systems to make these systems compliant for Year 2000 processing. AMERCO has spent approximately $2.8 million to date in its Year 2000 compliance efforts. Since January 1, 2000, AMERCO has been assessing its information technology systems and has found no major Year 2000 processing problems.

Stockholder Litigation

      As disclosed in Note 15 of Notes to Consolidated Financial Statements (audited), on October 1, 1996, AMERCO 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 full settlement of a long-standing legal dispute involving the Shoen family and related to control of AMERCO. As a result, the plaintiffs that owned AMERCO stock were required to transfer all of their shares of Common Stock to AMERCO. The total number of shares transferred was 18,254,976.

      The last issue remaining with the plaintiffs, whether or not the plaintiffs are entitled to statutory post-judgment interest at the rate of ten percent (10%) per year from February 21, 1995 (the date the Director-Defendants filed for protection under Chapter 11) until the judgment was satisfied, was resolved on January 10, 2000 when the United States Supreme Court denied review of the Bankruptcy Court’s ruling that the plaintiffs are entitled to such interest. In 1996, AMERCO deposited approximately $48.2 million into an escrow account to secure payment of the disputed interest, pending final resolution of this issue. The escrow account is reflected as a component of “Other assets” in AMERCO’s consolidated financial statements. The amount deposited into the escrow account will be transferred to the plaintiffs in the near future. The release of the escrow will not have the effect of increasing or decreasing AMERCO’s net earnings, but will reduce stockholders’ equity.

      AMERCO has deducted for income tax purposes approximately $324.0 million of the payments made to the plaintiffs. While AMERCO believes that such income tax deductions are appropriate, there can be no assurance that such deductions ultimately will be allowed in full.

Other

      On October 1, 1998, AMERCO implemented Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities”. This statement standardizes the accounting for derivative instruments by requiring that an entity recognize those items as assets or liabilities in the statement of financial position and measure them at fair value. It also provides for

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matching the timing of gain or loss recognition on the hedging instrument with the recognition of (a) the changes in the fair value of hedged asset or liability attributable to the hedged risk or (b) the earnings effect of the hedged forecasted transaction. As of March 31, 1999, AMERCO recorded an after tax adjustment of $3.6 million to accumulated other comprehensive income recognizing the fair value of derivatives designated as cash flow hedges. AMERCO uses interest rate swap agreements to potentially mitigate the impact of changes in interest rates on its variable rate debt. For the year ended March 31, 1999, AMERCO recognized $89,000 as interest expense, representing the ineffectiveness of the cash flow hedging activity. At time of implementation, an entity may reclassify held-to-maturity securities as available-for-sale. Republic transferred $56.5 million (carrying value) to available-for-sale from held-to-maturity at time of implementation. The market value of these securities was $60.3 million at the date of transfer with a transition adjustment of $3.8 million.

      Other pronouncements issued by the Financial Accounting Standards Board adopted during the year are not material to the consolidated financial statements of AMERCO. Further, pronouncements with future effective dates are either not applicable or not material to the consolidated financial statements of AMERCO.

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BUSINESS

Industry Segments

      AMERCO has four industry segments represented by Moving and Storage Operations (U-Haul), Real Estate, Property and Casualty Insurance (Republic) and Life Insurance (Oxford).

      Moving and Storage Operations. Moving and self-storage operations consist of the rental of trucks and trailers, sale of moving aids such as boxes and the rental of self-storage spaces to the do-it-yourself mover. Operations are under the registered tradename U-Haul throughout the United States and Canada.

      Real Estate Operations. Real Estate owns approximately 90% of U-Haul’s real estate assets, including U-Haul Center and Storage locations. The remainder of the real estate assets are owned by various U-Haul entities. Real Estate is responsible for managing all of the properties including the environmental risks of the properties. Real Estate is responsible for the purchase of all properties used by AMERCO or any of its subsidiaries. Real Estate also handles all the dispositions (sale or lease) of unused real estate.

      Property and Casualty Insurance. Republic originates and reinsures property and casualty-type insurance products for various market participants, including independent third parties, U-Haul’s customers, independent dealers and AMERCO.

      Life Insurance. Oxford originates and reinsures annuities, life, credit life and disability, health and Medicare supplement insurance. Oxford also administers the self-insured employee health and dental plans for AMERCO. On November 21, 1997, Oxford purchased all of the issued and outstanding shares of Encore Financial, Inc. (Encore) and its subsidiaries. Encore’s primary subsidiary is North American Insurance Company (NAI). NAI’s premium volume is primarily from the sale of credit life and disability products, and Medicare supplement insurance. NAI owned all of the issued and outstanding common shares of North American Fire & Casualty Insurance Company, a property and casualty company. In December 1998, North American Fire & Casualty Insurance Company was sold to Republic. On November 24, 1997, Oxford purchased all of the issued and outstanding shares of Safe Mate Life Insurance Company (Safe Mate). As of November 1, 1998, Safe Mate merged into Oxford. Safe Mate’s business was the sale of credit life and disability products.

History

      U-Haul was founded in 1945 under the name “U-Haul Trailer Rental Company”. From 1945 to 1974, U-Haul rented trailers and, starting in 1959, trucks on a one-way and In-Town basis through independent dealers. Since 1974, U-Haul has developed a network of owned rental centers (U-Haul Centers) through which U-Haul rents its trucks and trailers and provides related products and services (e.g., the sale and installation of hitches, as well as the sale of boxes and moving supplies). At December 31, 1999, U-Haul’s distribution network included 1,100 U-Haul Centers and 15,000 independent dealers.

Moving and Storage Operations

      Business Strategies. AMERCO’s present business strategy remains focused on do-it-yourself moving and self-storage customers. U-Haul believes that customer access, in terms of truck or trailer availability and proximity of rental locations, is critical to its success. Under the U-Haul name, this strategy is to offer, in an integrated manner over an extensive and geographically diverse network of 16,100 company-owned Centers and independent dealers, a wide range of products and services to do-it-yourself moving and self-storage customers.

      Moving Operations. U-Haul has a variety of product offerings. Rental trucks are designed with do-it-yourself customers in mind, and may include features such as Low Decks, air conditioning, power steering, automatic transmissions, Gentle-Ride Suspensions, AM/FM cassette stereo systems and over-the-cab storage. Aerodynamically designed U-Haul trailers are suited to the low profile of many newly

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manufactured automobiles. As of December 31, 1999, the U-Haul rental equipment fleet consisted of 95,800 trucks, 80,800 trailers and 18,700 tow dollies. Additionally, U-Haul provides support rental items such as furniture pads, hand trucks, Appliance Dollies, Utility Dollies, mirrors, tow bars, floor polishers, carpet cleaning equipment and bumper hitches.

      Approximately 90% of U-Haul’s rental revenue is from do-it-yourself movers. Moving rentals include:

        (1)  In-town rentals, where the equipment is returned to the originating U-Haul location and
 
        (2)  one-way rentals, where the equipment is returned to a U-Haul location in another city.

      U-Haul’s 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. U-Haul also sells a wide selection of moving aids that include boxes, tape and packaging materials. U-Haul Centers also sell and install hitches and towing systems, and sell propane.

      U-Haul offers protection packages such as:

        (1)  Safemove which provides moving customers with a damage waiver, cargo protection and medical and life coverage and
 
        (2)  Safestor which provides self-storage rental customers with various types of protection for their goods in storage.

      Independent dealers receive U-Haul equipment on a consignment basis and are paid a commission on gross revenues generated from their rentals. U-Haul maintains contracts with its independent dealers that typically may be canceled upon 30 days written notice by either party.

      U-Haul designs and manufactures its truck van boxes, trailers and various other support rental equipment items. The rental equipment is designed to achieve high safety standards, simplicity of operation, reliability, convenience, durability and fuel economy. Truck chassis are manufactured by both foreign and domestic truck manufacturers. These chassis receive certain post-delivery modifications and are joined with van boxes at strategically located company owned manufacturing and assembly facilities in the United States.

      U-Haul services and maintains its trucks and trailers through an extensive preventive-maintenance program, generally performed at company owned facilities located at or near U-Haul Centers. Major repairs are performed either by the chassis manufacturers’ dealers or by company owned repair shops, and U-Haul takes advantage of manufacturers’ warranties.

      Competition. The moving truck and trailer rental market is highly competitive and dominated by national operators in both the In-Town and one-way markets. During the past two years, two major competitors combined. Budget Rent-A-Car acquired Ryder TRS (Ryder Truck Rentals) as a subsidiary. Management believes that there are two distinct users of rental trucks: commercial users and do-it-yourself users. As noted above, U-Haul focuses on the do-it-yourself mover. U-Haul believes that the principal competitive factors are convenience of rental locations, availability of quality rental equipment and price.

      Self-Storage Business. U-Haul entered the self-storage business in 1974 and since then has increased the rentable square footage of its storage locations through the acquisition of existing facilities and new construction. The remaining 10% of U-Haul’s rental revenue is generated from storage. In addition, U-Haul has entered into management agreements to manage self-storage properties owned by others. U-Haul has also entered into a strategic and financial partnership with Private Mini Storage Realty, L.P., a Texas-based operator of 47 self-storage properties. Through over 940 owned or managed storage locations in the United States and Canada, U-Haul offers for rent more than 28 million square feet of self-storage space. U-Haul’s self-storage facility locations range in sizes up to 152,000 square feet of storage space, with individual storage units in sizes from 15 square feet to 400 square feet. The primary market for storage rooms is the storage of household goods. With the addition of over 10,800 storage rooms during fiscal 1999, average occupancy rates were 81.7%, with modest seasonal variations. During fiscal 1999,

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delinquent rentals as a percentage of total storage rentals were approximately 6.2%. U-Haul considers this rate to be satisfactory.

      Competition. The primary competition for a U-Haul self-storage location is other storage facilities within a three mile radius offering a comparative convenience to the customer.

      Employees. As of December 31, 1999, U-Haul’s non-seasonal work force consisted of 15,000 full and part-time employees.

Real Estate Operations

      Real Estate Operations. Real Estate has responsibility for actively marketing properties available for sale or lease. Real Estate is also responsible for managing any environmental risks associated with AMERCO’s real estate.

      Environmental Matters. Compliance with environmental requirements of federal, state and local governments significantly affects Real Estate’s business operations. Among other things, these requirements regulate the discharge of materials into the water, air and land and govern the use and disposal of hazardous substances. Real Estate is aware of issues regarding hazardous substances on the properties. Real Estate regularly makes capital and operating expenditures to stay in compliance with environmental laws. Since 1988, Real Estate has managed a testing and removal program for underground storage tanks. Under this program, over 3,000 tanks have been removed at a cost of $40.0 million.

      Based upon the information currently available to Real Estate, compliance with the environmental laws and its share of investigation and cleanup costs of the hazardous waste sites, Real Estate is not expecting to incur losses with respect to the known sites that would have a material adverse effect on AMERCO’s financial position or operating results.

      Real Estate has been named as a “potentially responsible party” with respect to disposal of hazardous waste at 16 federal and four state superfund sites located in 15 states. Real Estate has entered into settlements for 18 of the sites for de minimus amounts. One of these sites has been disputed by Real Estate with no response for over six years and a second is in dispute over statute of limitations restrictions.

      A subsidiary of U-Haul, INW Company (INW), owns one property located within two different state hazardous substance sites in the State of Washington. INW has been named a “potentially liable party” (PLP), along with over 100 other PLPs with respect to this property. AMERCO believes that this designation poses no significant financial loss to the company and is non-material as it relates to our business operations. For more information regarding this site, please refer to the section entitled “Business — Real Estate Operations-Environmental Matters” in our Annual Report on Form 10-K for the fiscal year ended March 31, 1999.

Insurance Operations

      Business Strategies. Republic’s principal business strategy is to provide specialty insurance for personal, commercial and reinsurance markets. Republic focuses on selected regional and under-served customers through managing general agents, independent agents and brokers.

      Oxford’s business strategy is long-term capital growth through direct writing of annuity, credit life and disability, universal life and Medicare supplement insurance. Currently, Oxford is pursuing this growth strategy of increased direct writing via acquisitions of small insurance companies, expanded distribution channels and product enhancement and diversity. The acquisition of North American Insurance Company and Safe Mate Life Insurance Company in 1997 represent a significant movement toward this long-term goal. Oxford has significantly expanded its distribution channels and administrative capabilities through these acquisitions.

      Investments. Republic and Oxford investments must comply with the insurance laws of the State of domicile. These laws prescribe the type, quality and concentration of investments that may be made. Moreover, in order to be considered an acceptable reinsurer by cedents and intermediaries, a reinsurer

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must offer financial security. The quality and liquidity of invested assets are important considerations in determining such security. The investment philosophies of Republic and Oxford emphasize protection of principal through the purchase of investment grade fixed-income securities. Approximately 86.5% of Republic’s and 90.3% of Oxford’s fixed-income securities consist of investment grade securities (NAIC-2 or greater). Republic is rated “A"-VIII by A.M. Best and Oxford is rated “A-"-VII by A.M. Best. The maturity distributions are designed to provide sufficient liquidity to meet future cash needs.

      Reinsurance. Republic and Oxford 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 retains primary liability to the policyholder should the assuming insurer not be able to meet its obligations under the reinsurance agreements.

      Regulation. Republic and Oxford are subject to regulation throughout the United States. The regulation extends to such matters as licensing companies and agents, restricting the types, quality or quantity of investments, regulating capital and surplus and actuarial reserve maintenance, setting solvency standards, filing of annual and other reports on financial position, and regulating trade 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. Republic’s unpaid loss and loss expenses are certified annually by an independent actuarial consulting firm as required by state regulation. 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), federal and state legislatures and insurance regulators. These regulators are considering increased regulations, with an emphasis on insurance company investment and solvency issues. It is not possible to predict the future impact of changing state and federal regulations on the operations of Republic and Oxford. Republic and Oxford are in compliance with NAIC minimum risk-based capitalization (RBC) requirements for insurance companies as of December 31, 1999.

      Competition. The highly competitive insurance industry includes a large number of property and casualty insurance companies and life insurance companies. Many competitors 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.

      Employees. Republic’s non-seasonal work force consists of 360 full and part-time employees. Oxford’s non-seasonal work force consists of 139 full and part-time employees.

      Life Insurance. Oxford offers annuities, life, credit life and disability, and Medicare supplement insurance products, both as a direct writer and as an assuming reinsurer. In addition, Oxford administers self-insured group health and dental plans for AMERCO. Reinsurance arrangements are entered into with unaffiliated reinsurers. Oxford’s subsidiary, North American Insurance Company underwrites credit life and disability, and Medicare Supplement insurance.

      Property and Casualty. Republic’s business activities consist of three basic areas: U-Haul, direct and assumed reinsurance underwriting. U-Haul underwritings include coverage for U-Haul customers, independent dealers and employees of AMERCO. For the year ended December 31, 1999, approximately 29.8% of Republic’s written premiums resulted from U-Haul underwriting activities. Republic’s direct underwriting is done through company-employed underwriters and selected general agents. The products provided include liability coverage for rental vehicle lessees, storage rental properties, coverage for commercial multiple peril, nonstandard auto, mobile homes and excess workers’ compensation. Republic’s assumed reinsurance underwriting is done via broker markets. In an effort to decrease risk and avoid situations, Republic has entered into various catastrophe cover policies to limit its exposure. Furthermore, Republic is not writing insurance coverage specifically for hurricanes or earthquakes.

      Republic’s liability for reported and unreported losses is based on company historical and industry averages. Unpaid loss adjustment expenses are based on historical ratios of loss adjustment expenses paid to losses paid. The liability for unpaid claims and unpaid claims expenses represents estimates of the

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amount necessary to settle all claims as of the statement date. Both reported and unreported losses are included in the liability. Republic updates the liability estimate as additional facts regarding claim costs become available. These estimates are subject to uncertainty and variation due to numerous factors. In estimating reserves, no attempt is made to isolate inflation from the combined effect of other factors including inflation. Unpaid losses and unpaid loss expenses are not discounted.

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

                           
1998 1997 1996



(in thousands)
Balance at January 1 $ 384,816 $ 332,674 $ 341,981
Less reinsurance recoverable 75,286 60,319 73,873



Net balance at January 1 309,530 272,355 268,108
Incurred related to:
Current year 116,069 132,291 112,394
Prior years (8,827 ) 23,192 11,527



Total incurred 107,242 155,483 123,921
Paid related to
Current year 36,407 28,972 30,633
Prior years 103,752 89,336 89,041



Total paid 140,159 118,308 119,674



Net balance at December 31 276,613 309,530 272,355
Plus reinsurance recoverable 68,135 75,286 60,319



Balance at December 31 $ 344,748 $ 384,816 $ 332,674



      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 $29.9 million) decreased by $8.8 million in 1998.

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DESCRIPTION OF NOTES

      The following description of the particular terms of the notes offered hereby (referred to in the accompanying prospectus as “Offered Securities”) supplements, and to the extent inconsistent therewith supersedes, the description of the general terms and provisions of Offered Securities set forth in the accompanying prospectus, to which description reference is hereby made. You can find the definitions of certain terms used in this description under “— Certain Definitions.” Capitalized terms not otherwise defined herein have the meanings given to them in the accompanying prospectus. For purposes of the following description, references to AMERCO do not include any of our subsidiaries.

      The notes will be issued under the Senior Indenture, dated as of April 1, 1999 (the “Senior Indenture”), as supplemented by a Second Supplemental Indenture, to be dated as of January   , 2000 (the “Second Supplemental Indenture”) between AMERCO and The Bank of New York, as trustee (the “trustee”) and will be limited to $          aggregate principal amount and will mature on                ,      ,     . Subject to the following paragraph, the notes will bear interest at the rate per annum shown on the cover of this prospectus supplement from and including                , 2000 or from the most recent interest payment date on which interest has been paid or provided for, payable semiannually on                and                of each year, commencing                , 2000, to the person in whose name a note (or any predecessor note) is registered at the close of business on the                or                , as the case may be, next preceding that interest payment date.

      The notes will be general unsecured obligations of AMERCO. The notes will rank pari passu in right of payment with all senior indebtedness of AMERCO, and senior in right of payment to all future subordinated indebtedness of AMERCO. The notes will not be guaranteed by any of our subsidiaries. The notes will be effectively subordinated to (i) any secured indebtedness of AMERCO to the extent of the assets securing that indebtedness and (ii) all indebtedness for money borrowed and other liabilities of our subsidiaries. As of September 30, 1999 after giving pro forma effect to this offering, AMERCO had approximately $1.087 billion of notes and loans payable ($0.3 million of which is secured debt) and our subsidiaries had approximately $0.3 million of debt.

      The notes are obligations exclusively of AMERCO. Since the operations of AMERCO are primarily conducted through subsidiaries, our cash flow and the consequent ability to service our debt, including the notes, is primarily dependent upon the earnings of our subsidiaries and the distribution of those earnings to, or upon loans or other payments of funds by our subsidiaries to, AMERCO. The payment of dividends and the making of loans and advances to AMERCO by our subsidiaries may be subject to statutory or insurance regulatory restrictions, are dependant upon the earnings of our subsidiaries and are subject to various business considerations. The description in this “Description of Notes” is a summary of the material provisions of the Second Supplemental Indenture. It does not restate that agreement in its entirety. We urge you to read the Second Supplemental Indenture and the Indenture because they, and not this description, define your rights as holders of the notes.

Book-Entry System

      The notes will be represented by one or more permanent global notes deposited with, or on behalf of, The Depository Trust Company, as Depository under the Senior Indenture and the Second Supplemental Indenture (the “Depository”), and registered in the name of the Depository’s nominee. Except as set forth in the accompanying prospectus, each permanent global note may be transferred, in whole and not in part, only to another nominee of the Depository or to a successor of the Depository or its nominee. A further description of the Depository’s procedures with respect to permanent global notes representing the notes is set forth in the accompanying prospectus under “Description of Debt Securities — Book-Entry System.”

Same-Day Funds Settlement System and Payment

      Settlement for the notes will be made by the underwriters in immediately available funds. All payments of principal and interest will be made by AMERCO in immediately available funds or, at the

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option of AMERCO in the case of notes issued in definitive form, by check in the case of interest payments.

      Secondary trading in long-term notes of corporate issuers is generally settled in clearinghouse or next-day funds. In contrast, the notes will trade in the Depository’s same-day funds settlement system until maturity, and secondary market trading activity in the notes will therefore be required by the Depository to settle in immediately available funds. No assurance can be given as to the effect, if any, of settlement in immediately available funds on trading activity in the notes.

Optional Redemption

      The notes will be redeemable, in whole or in part, at AMERCO’s option at any time at a redemption price equal to the greater of (i) 100% of the principal amount of the notes, and (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the notes (not including any portion of those payments of interest accrued as of the redemption date) discounted to the redemption date on a semi-annual basis assuming a 360 day year consisting of twelve 30 day months at the Adjusted Treasury Rate plus      basis points plus, in each case, accrued and unpaid interest on the notes to the redemption date.

      In the case of a partial redemption, selection of the notes for redemption will be made pro rata, by lot or such other method as the trustee in its sole discretion deems appropriate and fair. No notes of a principal amount of $1,000 or less will be redeemed in part. Notice of any redemption, whether in part or in full, will be mailed by first class mail at least 30 days but not more than 60 days before the redemption date to each holder of the notes to be redeemed at its registered address. If any note is to be redeemed in part only, the notice of redemption that relates to the note will state the portion of the principal amount of the note to be redeemed. A new note in a principal amount equal to the unredeemed portion of the note will be issued in the name of the holder of the note upon surrender for cancellation of the original note. Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the notes or the portions of the notes called for redemption.

Mandatory Redemption

      We will not be required to make any mandatory sinking fund payments with regard to the notes.

Purchase of the Notes Upon a Change of Control

      If any Change in Control Triggering Event regarding AMERCO occurs on or prior to maturity of the notes, each holder of notes will have the right, at the holder’s option, subject to the terms and conditions of the indenture, to require AMERCO to purchase (the “Change in Control Purchase”) all or any part of the holder’s notes (so long as the principal amount is $1,000 or an integral multiple of $1,000) on the date that is 60 business days after the occurrence of the Change in Control Triggering Event (the “Purchase Date”). If a holder exercises this option, AMERCO will purchase that holder’s notes for cash equal to 101% of the principal amount of the notes plus any interest accrued and unpaid on the notes through the Purchase Date (the “Purchase Price”).

      Within 30 business days after a Change in Control Triggering Event, AMERCO is obligated to mail to the trustee and to all holders of the notes at their addresses shown in the securities register (and to beneficial owners as required by applicable law) a notice (the “Change in Control Notice”) regarding the Change in Control Triggering Event. The Change in Control Notice shall state, among other things:

        (1)  the date by which the holder must give the Purchase Notice (as defined below);
 
        (2)  the Purchase Price;
 
        (3)  the Purchase Date;
 
        (4)  the name and address of the trustee and of any other office or agency maintained for the purpose of the surrender of the notes for purchase;

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        (5)  the procedures for withdrawing a Purchase Notice; and
 
        (6)  the procedures that a holder must follow to exercise these rights.

AMERCO will have the Change in Control Notice published in a daily newspaper of national circulation.

      To exercise the right to have us purchase the notes, a holder must deliver written notice (a “Purchase Notice”) to the trustee or to any other office or agency maintained for that purpose of the holder’s exercise of that right before the close of business on the business day immediately prior to the Purchase Date. The Purchase Notice must state:

        (1)  the certificate number of the note to be delivered by the holder for purchase by AMERCO;
 
        (2)  the portion of the principal amount of the notes to be purchased (which must be $1,000 or an integral multiple of $1,000); and
 
        (3)  that the notes will be submitted to AMERCO for purchase on the Purchase Date pursuant to the applicable provisions of the notes.

      A holder may withdraw any Purchase Notice by written notice of withdrawal delivered to the trustee or to any other office or agency maintained for such purpose no later than the business day immediately prior to the Purchase Date. The notice of withdrawal must state the principal amount and the certificate numbers of the notes as to which the withdrawal notice relates and the principal amount, if any, of the holder’s notes which remains subject to the original Purchase Notice.

      Payment of the Purchase Price for a note for which a Purchase Notice has been delivered and not withdrawn is conditioned on delivery of the note (together with any endorsements) to the trustee or to any other office or agency maintained for that purpose, at any time (whether prior to, on or after the Purchase Date) after delivery of the Purchase Notice. Payment of the Purchase Price for the note will be made promptly following the later of the Purchase Date or the time of delivery of the note. If AMERCO has deposited with the trustee, in accordance with the Second Supplemental Indenture, money sufficient to pay the Purchase Price of the note on the Purchase Date, then, on and after the Purchase Date, the note will cease to be outstanding and interest on the note will cease to accrue, whether or not the note is delivered to the trustee or to any other office or agency maintained for that purpose, and all other rights of the holder will terminate (other than the right to receive the Purchase Price on delivery of the note). In accordance with the Second Supplemental Indenture, no notes may be purchased pursuant to a Change in Control Triggering Event if there has occurred and is continuing an event of default other than a default in the payment of the Purchase Price, relating to the notes.

      The occurrence of certain of the events that would constitute a Change in Control could trigger a prepayment obligation under certain of AMERCO’s credit agreements and debt obligations, and failure to effect such prepayment could constitute an event of default under such credit agreements and debt obligations. If AMERCO is not able to obtain requisite consents or waivers from the lenders under such credit agreements and the holders of such debt obligations, AMERCO may be unable to fulfill our repurchase obligations following a Change in Control Triggering Event, thereby resulting in a default under the Second Supplemental Indenture.

      AMERCO will comply with and make all filings required under all federal and state securities laws regulating the purchase of the notes at the option of holders upon a Change in Control Triggering Event, including, if applicable, Section 14(e) of the Securities and Exchange Act of 1934, as amended, (the “Exchange Act”) and Rule 14e-1 promulgated under the Exchange Act and any other applicable tender offer rules.

      The Change in Control Purchase feature of the notes may in certain circumstances make more difficult or discourage a takeover of AMERCO and, as a result, the removal of incumbent management. If a Change in Control Triggering Event were to occur, AMERCO cannot assure you that AMERCO would have sufficient funds to pay the Purchase Price for all notes tendered by the holders. A default by

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AMERCO on our obligation to pay the Purchase Price could result in acceleration of the payment of other indebtedness of AMERCO’s that is outstanding at the time.

Certain Covenants

      The Second Supplemental Indenture related to the Senior Indenture contains certain restrictive covenants that are set forth below. Several additional restrictive covenants relating to the notes, including restrictions on our ability to enter into certain consolidations, mergers or transfers of substantially all of AMERCO’s assets, are contained in the Senior Indenture and are described in the accompanying prospectus under “Description of Debt Securities — Covenants.”

      Limitation on Liens Securing Indebtedness. AMERCO will not, and will not permit any of our consolidated subsidiaries to, create or incur, or suffer to be incurred or to exist, at any time, any Lien on our or their property, whether now owned or hereafter acquired, or upon any income or profits therefrom, to secure the payment of any indebtedness for money borrowed of AMERCO or of any of our consolidated subsidiaries or of any other person, unless all obligations of AMERCO on or in respect of the notes are equally and ratably and validly secured by such Lien by proceedings and documents reasonably satisfactory to the Trustee, except that the provisions of this paragraph shall not prohibit the following:

        (1)  Liens existing as of the issue date securing indebtedness for money borrowed of AMERCO and our consolidated subsidiaries outstanding on such date;
 
        (2)  Liens (a) incurred after the issue date given (on or within 120 days of the date of acquisition, construction or improvement) to secure the payment of the purchase price or construction costs incurred by AMERCO or our consolidated subsidiaries in connection with the acquisition, construction or improvement of real and personal property useful and intended to be used in carrying on the business of AMERCO or such consolidated subsidiary or (b) on fixed assets useful and intended to be used in carrying on the business of AMERCO or our consolidated subsidiaries existing at the time of acquisition or construction thereof by AMERCO or such consolidated subsidiary or at the time of acquisition by AMERCO or our consolidated subsidiaries of any business entity then owning such fixed assets, whether or not such existing Liens were given to secure the payment of the purchase price or construction costs of the fixed assets to which they attach, so long as Liens permitted by this subclause (b) were not incurred, extended or renewed in contemplation of such acquisition or construction, provided that any such Liens permitted by this clause (2) shall attach solely to the property acquired, constructed, improved or purchased;
 
        (3)  Liens for taxes, assessments or other governmental levies or charges not yet due or which are subject to a good faith contest;
 
        (4)  Liens incidental to the conduct of AMERCO’s and our subsidiaries’ businesses or their ownership of property and other assets not securing any indebtedness for money borrowed and not otherwise incurred in connection with the borrowing of money or obtaining of credit, and which do not in the aggregate materially diminish the value of AMERCO’s or our subsidiaries’ property or assets when taken as a whole, or materially impair the use thereof in the operation of their businesses;
 
        (5)  Liens in respect of any interest or title of a lessor in any property subject to a Capitalized Lease permitted under the covenant described under “— Limitation on Sale and Leaseback” below;
 
        (6)  Liens arising in respect of judgments against AMERCO, except for any judgment in an amount in excess of $1,000,000 which is not discharged or execution thereof stayed pending appeal within 45 days after entry thereof;
 
        (7)  Liens in favor of AMERCO or any of our consolidated subsidiaries;
 
        (8)  Liens consisting of minor survey exceptions or minor encumbrances, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, or zoning or other restrictions as to use of real property, that are necessary for the conduct of the operations of AMERCO and our subsidiaries or that customarily exist on properties of corporations engaged in

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  similar businesses and are similarly situated and that do not in any event materially impair their use in the operations of AMERCO and our subsidiaries; and
 
        (9)  Liens renewing, extending or refunding any Lien permitted by the preceding clauses of this paragraph; provided, however, that the principal amount of indebtedness for money borrowed secured by such Lien immediately prior thereto is not increased and such Lien is not extended to any other assets or property.

      Notwithstanding the foregoing, AMERCO or any of our consolidated subsidiaries may create or assume Liens, in addition to those otherwise permitted by the preceding clauses of this paragraph, securing indebtedness for money borrowed of AMERCO or any of our consolidated subsidiaries issued or incurred after the issue date, provided that at the time of such issuance or incurrence, the aggregate amount of all Secured Indebtedness and Attributable Debt would not exceed 15% of Consolidated Net Tangible Assets.

      In the event that any property of AMERCO or any of our consolidated subsidiaries is subjected to a Lien not otherwise permitted by this paragraph, AMERCO will make or cause to be made a provision whereby the notes will be secured (together with other indebtedness for money borrowed then entitled thereto and equal in rank to the notes), to the full extent permitted under applicable law, equally and ratably with all other obligations secured thereby, and in any case the notes shall (but only in such event) have the benefit, to the full extent that the holders of the notes may be entitled thereto under applicable law, of an equitable Lien on such property equally and ratably securing the notes and such other obligations.

      Limitation on Sale and Leaseback. AMERCO will not, and will not permit any of our consolidated subsidiaries to, enter into any arrangement, directly or indirectly, whereby AMERCO or such consolidated subsidiary shall, in one transaction or a series of related transactions, (1) sell, transfer or otherwise dispose of any property owned by AMERCO or any of our consolidated subsidiaries and (2) more than 120 days after the later of the date of initial acquisition of such property or completion or occupancy thereof, as the case may be, by AMERCO or such consolidated subsidiary, rent or lease, as lessee, such property or substantially identical property or any material part thereof (a “Sale and Leaseback Transaction”), provided that the foregoing restriction shall not apply to any Sale and Leaseback Transaction if (a) immediately after the consummation of such Sale and Leaseback Transaction and after giving effect thereto, no Default or Event of Default shall exist and (b) any one of the following conditions is satisfied:

        (1)  the lease concerned constitutes a Capitalized Lease and at the time of entering into such Sale and Leaseback Transaction and after giving effect thereto and to any Liens incurred pursuant to the covenant described under “—Limitation on Liens Securing Indebtedness” above, the aggregate amount of all Secured Indebtedness and Attributable Debt would not exceed 15% of Consolidated Net Tangible Assets;
 
        (2)  the lease has a term which in the aggregate would not exceed 36 months (including any extensions or renewals thereof at the option of the lessee); or
 
        (3)  the sale of such property is for cash consideration which equals or exceeds the fair market value thereof (as determined in good faith by AMERCO) and the net proceeds from such sale are applied, within 180 days of the date of the sale thereof, to either (a) redemption or retirement of the notes or (b) the payment (other than payments due at maturity or in satisfaction of, or applied to, any mandatory or scheduled payment or prepayment obligation) of indebtedness for money borrowed of AMERCO which ranks, in right of payment, on a parity with or senior to the notes.

      Restrictive Agreements. AMERCO will not and will not permit any of our consolidated subsidiaries to enter into any indenture, agreement, instrument or other arrangement which, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the ability of any of our consolidated subsidiaries to make loans or advances to AMERCO or to declare and pay dividends or make distribution on shares of such consolidated subsidiary’s capital stock (whether now or hereafter outstanding); provided, however, that any agreement to subordinate indebtedness for money borrowed owing from any of our consolidated subsidiaries to

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AMERCO or owing between our consolidated subsidiaries pursuant to any Priority Debt or to any guarantee of such indebtedness for money borrowed shall not be deemed to violate this paragraph so long as any such agreement to subordinate does not directly or indirectly prohibit or restrain the ability of any such consolidated subsidiary to make loans or advances to AMERCO or to declare and pay dividends or make distributions on shares of such consolidated subsidiary’s capital stock (whether now or hereafter outstanding).

Events of Default

      The notes are subject to the Events of Default described under “Description of Debt Securities — Events of Default” in the accompanying prospectus and as described in the following sentence. An event of default under the Second Supplemental Indenture will occur upon the failure to perform the covenant of AMERCO in the Second Supplemental Indenture described herein under “— Purchase of the Notes Upon a Change of Control” (including the failure to purchase the notes required to be purchased following a Change in Control Purchase in accordance with the terms of the Change in Control Notice and the Second Supplemental Indenture).

Application Of Defeasance Provisions

      The notes are subject to defeasance and covenant defeasance as described under “Description of Debt Securities — Defeasance” in the accompanying prospectus. The Second Supplemental Indenture will provide with respect to the notes that AMERCO may omit to comply with the covenants described under “—Purchase of the Notes Upon a Change of Control,” “— Certain Covenants — Limitation on Liens Securing Indebtedness,” “— Certain Covenants — Limitation on Sale and Leaseback,” and “— Certain Covenants — Restrictive Agreements” above, and that violations of such covenants will not be deemed to be an Event of Default under the Second Supplemental Indenture, the Senior Indenture and the notes to the extent that the conditions described under “Description of Debt Securities — Defeasance” in the accompanying prospectus are met.

Modification and Waiver

      The notes are subject to the provisions described under “Description of Debt Securities — Modification and Waiver” in the accompanying prospectus in addition to the following provision. A modification or amendment to the Second Supplemental Indenture may not waive AMERCO’s obligation to make a Change in Control Purchase without the written consent of the holders of at least two-thirds in aggregate principal amount of the then outstanding notes.

Certain Definitions

      Set forth below is a summary of certain of the defined terms used in the covenants contained in the Second Supplemental Indenture. Reference is made to the Senior Indenture and the Second Supplemental Indenture for the full definition of all such terms as well as any other capitalized terms used herein for which no definition is provided.

      “Adjusted Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price of the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.

      “Attributable Debt” means indebtedness for money borrowed deemed to be incurred in respect of a Sale and Leaseback Transaction and shall be, at the date of determination, the present value (discounted at the actual rate of interest implicit in such transaction, compounded annually), of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction, after excluding all amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water and utility rates and similar charges.

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      “Capital Stock” means, with respect to any person, any and all shares or other equivalents (however designated) of corporate stock, partnership interests, or any other participation, right, warrant, option, or other interest in the nature of an equity interest in such person, but excluding debt securities convertible or exchangeable into such equity interest.

      “Capitalized Lease” means any lease the obligation for Rentals with respect to which is required to be capitalized on a consolidated balance sheet of the lessee and its subsidiaries in accordance with United States generally accepted accounting principles.

      “Change in Control” means the occurrence of:

        (1)  any consolidation, share exchange or merger regarding AMERCO in which AMERCO is not the continuing or surviving corporation or where our Voting Stock would be converted into cash, securities or other property, other than a merger in which the holders of our Voting Stock immediately prior to the merger have the same or greater direct or indirect proportionate ownership of the surviving corporation’s Voting Stock immediately after the merger as they had of our Voting Stock immediately before the merger, or
 
        (2)  any person or group (as either such term is used in Section 13(d) and 14(d) of the Exchange Act), including affiliates of AMERCO (but not including AMERCO, our subsidiaries, employee stock ownership plans or employee benefit plans of AMERCO or our subsidiaries, or Permitted Persons), filing a Schedule 13D or 14D-1 (or any successor schedule, form or report under the Exchange Act) disclosing that such a person has become the beneficial owner (as defined in Rule 13d-2 and 13d-5 under the Exchange Act), directly or indirectly, of 50% or more of the Voting Stock.

      “Change in Control Triggering Event” means the occurrence of both a Change in Control and a Rating Decline with respect to the notes.

      “Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of a selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes.

      “Comparable Treasury Price” means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotation, or (2) if the trustee obtains fewer than three Reference Treasury Dealer Quotations, the average of the quotations.

      “Consolidated Net Tangible Assets” means, as of the date of any determination thereof, the total amount of all assets of AMERCO and our consolidated subsidiaries (less depreciation, depletion and other properly deductible valuation reserves) after deducting Intangibles.

      “consolidated subsidiary” means any subsidiary of a person or of any consolidated subsidiary which is consolidated with such person for financial reporting purposes in accordance with United States generally accepted accounting principles.

      “indebtedness for money borrowed,” when used with respect to AMERCO or any of our subsidiaries, means any obligation of, or any obligation guaranteed by, AMERCO or any of our subsidiaries for the repayment of borrowed money, whether or not evidenced by bonds, debentures, notes or other written instruments, and any deferred obligation of, or any such obligation guaranteed by, AMERCO for the payment of the purchase price of property or assets.

      “Intellectual Properties” means all material patents, patent applications, copyrights, copyright applications, trade secrets, trade names and trademarks, technologies, methods, processes or other proprietary properties or information which are used by AMERCO and our consolidated subsidiaries in the conduct of their business and are either owned by them or are used, employed or practiced by them under valid and existing licenses, grants, “shop rights,” or other rights.

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      “Intangibles” means all Intellectual Properties and all goodwill, patents, trade names, trademarks, copyrights, franchises, experimental expense, organization expense, unamortized debt discount and expense, deferred assets (other than prepaid insurance, prepaid taxes, prepaid advertising, prepaid licensing and other similar expenses prepaid in the ordinary course of business), amounts invested in or advanced to or equity in AMERCO’s subsidiaries other than consolidated subsidiaries less any writedowns thereof, the excess of cost of shares acquired over book value of related assets, any increase in the value of a fixed asset arising from a reappraisal, revaluation or write-up thereof, and such other assets as are properly classified as “intangible assets” in accordance with United States generally accepted accounting principles.

      “Investment Grade Rating” means a rating equal to or higher than BBB- (or the equivalent) by Standard & Poor’s Rating Group (or any successor to the rating agency business thereof), BBB- (or the equivalent) by Fitch IBCA, Inc. (or any successor to the rating agency business thereof), and BBB- (or the equivalent) by Duff & Phelps Credit Rating Co. (or any successor to the rating agency business thereof).

      “issue date” means the date of issuance of the notes under the Second Supplemental Indenture and the Senior Indenture.

      “Lien” means any interest in property securing an obligation owed to, or a claim by, a person other than the owner of the property, whether such interest is based on the common law, statute or contract, and including but not limited to the security interest or lien arising from a mortgage, encumbrance, pledge, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. The term “Lien” shall include reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, bankers’ liens, setoffs and similar arrangements, leases and other title exceptions and encumbrances (including, with respect to stock, stockholder agreements, voting trust agreements, buy-back agreements and all similar arrangements) affecting property. For the purposes hereunder, AMERCO or any of our consolidated subsidiaries shall be deemed to be the owner of any property which it has acquired or holds subject to a conditional sale agreement, Capitalized Lease or other arrangement pursuant to which title to the property has been retained by or vested in some other person for security purposes and such retention or vesting shall constitute a Lien.

      “Permitted Persons” means (1) Edward J. Shoen, Mark V. Shoen, James P. Shoen, Paul F. Shoen, Sophia M. Shoen and the spouse and lineal descendants of each such individual, the spouses of each such lineal descendants and the lineal descendants of such spouses, (2) any trusts for the primary benefit of, the executor or administrator of the estate of, or other legal representative of, any of the individuals referred to in the foregoing clause (1), and (3) any corporation with respect to which all the Voting Stock thereof is, directly or indirectly, owned by any of the individuals referred to in the preceding clause (1).

      “Priority Debt” means (1) indebtedness for money borrowed of any of AMERCO’s consolidated subsidiaries, except indebtedness for money borrowed issued to and held by AMERCO or any or our wholly-owned consolidated subsidiaries, and (but without duplication) (2) Secured Indebtedness.

      “Quotation Agent” means the Reference Treasury Dealer appointed by us.

      “Rating Agencies” means Standard & Poor’s Rating Group, Fitch IBCA, Inc., and Duff & Phelps Credit Rating Co. or any successor to the respective rating agency businesses thereof.

      “Rating Date” means the date which is 90 days prior to the earlier of (1) a Change in Control and (2) public notice of the occurrence of a Change in Control or of the intention of AMERCO to effect a Change in Control.

      “Rating Decline” means, with the respect to the notes, the occurrence of the following on, or within 90 days after, the date of public notice of the occurrence of a Change in Control or of the intention by AMERCO to effect a Change in Control (which period shall be extended so long as the rating of such notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies): (a) in the event the notes were assigned an Investment Grade Rating by at least two of the three Rating Agencies on the Rating Date, the rating of the notes by both Standard & Poor’s Rating Group and Fitch

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IBCA, Inc. shall decrease below an Investment Grade Rating; or (b) in the event the notes were rated below an Investment Grade Rating by at least two of the three Rating Agencies on the Rating Date, the rating of the notes by either Standard & Poor’s Rating Group or Fitch IBCA, Inc. shall decrease by one or more gradations (including gradations within rating categories as well as between rating categories).

      “Reference Treasury Dealer” means (1) each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Chase Securities Inc. and their respective successors; however, if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), we will substitute another Primary Treasury Dealer; and (2) any other Primary Treasury Dealer selected by us.

      “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by AMERCO, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by the Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding the redemption date.

      “Rentals” means and includes, as of the date of any determination thereof, all fixed payments (including as such all payments which the lessee is obligated to make to the lessor on termination of the lease or surrender of the property) payable by AMERCO or any of our consolidated subsidiaries, as lessee or sublessee under a lease of real or personal property, but shall be exclusive of any amounts required to be paid by AMERCO or any of our consolidated subsidiaries (whether or not designated as rents or additional rents) on account of maintenance, repairs, insurance, taxes and similar charges. Fixed rents under any so-called “percentage leases” shall be computed solely on the basis of the minimum rents, if any, required to be paid by the lessee regardless of sales volume or gross revenues.

      “Secured Indebtedness” means any indebtedness for money borrowed, whether of AMERCO or any of our consolidated subsidiaries, secured by any Lien on any property of AMERCO or any of our consolidated subsidiaries.

      “subsidiary” means a person more than 50% of the outstanding Voting Stock of which is owned, directly or indirectly, by such person or by one or more other subsidiaries, or by such person and one or more other subsidiaries of such person.

      “Voting Stock” of a person means all classes of Capital Stock of such person then outstanding and normally entitled to vote in the election of directors (or persons performing similar functions) or to direct the business and affairs of the issuer of such Capital Stock in the absence of contingencies.

      “wholly-owned consolidated subsidiary” means any consolidated subsidiary all of the outstanding Capital Stock of which (except for directors’ qualifying shares to the extent required by applicable law) is owned by a person and/or its wholly-owned consolidated subsidiaries.

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UNDERWRITING

      We intend to offer the notes through the underwriters. Merrill Lynch, Pierce, Fenner & Smith Incorporated and Chase Securities Inc. are acting as representatives of the underwriters named below. Subject to the terms and conditions set forth in an underwriting agreement among us and the underwriters named below, we have agreed to sell to each of the underwriters and each of the underwriters has severally agreed to purchase from us the principal amount of the notes set forth opposite its name below.

         
 Underwriter Principal
Amount


Merrill Lynch Pierce, Fenner & Smith Incorporated $
Chase Securities Inc.

Total $   

      The underwriting agreement provides that the obligations of the underwriters are subject to certain conditions and that the underwriters will be obligated to purchase all of the notes if any are purchased.

      We have agreed to indemnify the underwriters against, or to contribute to payments that the underwriters may be required to make with respect to, certain liabilities, including liabilities under the Securities Act of 1933, as amended.

      The underwriters are offering the notes, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the notes, and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officer’s certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Commissions and Discounts

      The underwriters propose to offer the notes to the public at the public offering price set forth on the cover page of this prospectus supplement and to dealers at that price less a concession of no more than   .  % of the principal amount of the notes. The underwriters may allow, and the dealers may reallow, a discount of no more than   .  % of the principal amount of the notes to other dealers. The public offering price, concession and discount may be changed after the offering to the public of the notes.

      We estimate that our share of the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $       .

New Issue of Notes

      The notes are a new issue of securities with no established trading market. We do not intend to apply for listing of the notes on any national securities exchange or for quotation of the notes on any automated dealer quotation system. The underwriters have advised us that they intend to make a market in the notes after the offering, although they are under no obligation to do so. The underwriters may discontinue any market-making activities at any time without any notice. We can give no assurance as to the liquidity of the trading market for the notes or that a public trading market for the notes will develop. If no active public trading market develops, the market price and liquidity of the notes may be adversely affected. If the notes are traded, they may trade at a discount from their initial offering price, depending on factors such as prevailing interest rates, the market for similar securities, the performance of our company as well as other factors not listed here.

Price Stabilization and Short Positions

      The underwriters, as well as dealers and agents, may purchase and sell notes in the open market. These transactions may include stabilizing transactions and purchases to cover syndicate short positions

S-40


created in connection with the offering. Stabilizing transactions consist of bids and purchases made to prevent or slow a decline in the market price of the notes. Syndicate short positions arise when the underwriters or agents sell more notes than we are required to sell to them in the offering. The underwriters may also impose penalty bids whereby the underwriting syndicate may reclaim selling concessions allowed either syndicate members or broker dealers who sell notes in the offering for their own account if the syndicate repurchases the notes in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the notes, which may be higher as a result of these activities than it might otherwise be in the open market. These activities, if commenced, may be discontinued at any time without notice.

      We and the underwriters make no representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the notes. In addition, we and the underwriters make no representation that the underwriters will engage in those types of transactions or that those transactions, once commenced, will not be discontinued without notice.

Other Relationships

      Certain of the underwriters and their affiliates have engaged in various general financing and banking transactions with us and our affiliates in the ordinary course of their business. In particular, an affiliate of Chase Securities Inc. is a lender under our revolving credit agreement and will receive a portion of the amounts repaid under that agreement with the net proceeds of the offering.

Delivery

      It is expected that delivery of the notes will be made against payment therefor on or about the date specified in the last paragraph on the cover page of this prospectus supplement, which is expected to be the                 business day following the date of pricing of the notes. Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in three business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing or the next       business days will be required, by virtue of the fact that the notes initially will settle in T+     , to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of notes who wish to trade notes on the date of pricing or the next      business days should consult their own advisor.

LEGAL MATTERS

      Our counsel, Lionel, Sawyer & Collins, Las Vegas, Nevada, will pass upon the validity of the notes and will rely upon Milbank, Tweed, Hadley & McCloy LLP, New York, New York with respect to matters of the law of the State of New York. Milbank, Tweed, Hadley & McCloy LLP, New York, New York, will pass upon the validity of the notes for the underwriters and will rely upon Lionel, Sawyer & Collins, Las Vegas, Nevada with respect to matters of the law of the State of Nevada.

S-41


INDEX TO FINANCIAL STATEMENTS

           
Page

Consolidated Financial Statements as of and for the fiscal years ended March 31, 1999, 1998, and 1997
Report of Independent Accountants F-2
Consolidated Balance Sheets as of March 31, 1999 and 1998 F-3
Consolidated Statements of Earnings for each of the Three Years Ended March 31, 1999, 1998 and 1997 F-4
Consolidated Statements of Changes in Stockholders’ Equity for each of the Three Years Ended March 31, 1999, 1998 and 1997 F-5
Consolidated Statements of Comprehensive Income for each of the Three Years Ended March 31, 1999, 1998, and 1997 F-6
Consolidated Statements of Cash Flows for each of the Three Years Ended March 31, 1999, 1998 and 1997 F-7
Notes to Consolidated Financial Statement (audited) F-8
Unaudited Consolidated Financial Statements as of September 30, 1999 and for the three months and six months ended September 30, 1999 and 1998
Consolidated Balance Sheets as of September 30, 1999 and March  31, 1999 F-38
Consolidated Statements of Earnings for the Six Months Ended September 30, 1999 and 1998 F-39
Consolidated Statement of Changes in Stockholders’ Equity for the Six Months Ended September 30, 1999 F-40
Consolidated Statements of Comprehensive Income for the Six Months Ended
September 30, 1999 and 1998
F-41
Consolidated Statements of Earnings for the Quarters Ended September 30, 1999 and 1998 F-42
Consolidated Statements of Cash Flows for the Six Months Ended September 30, 1999 and 1998 F-43
Notes to Consolidated Financial Statements (unaudited) F-44

F-1


REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors

and Stockholders of AMERCO

      In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of earnings, of changes in stockholders equity, of comprehensive income and of cash flows present fairly, in all material respects, the financial position of AMERCO and its subsidiaries at March 31, 1999 and 1998, and the results of their operations and their cash flows for each of the three years in the period ended March 31, 1999, 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 implemented Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities,” in fiscal 1999.

PricewaterhouseCoopers LLP

Phoenix, Arizona

June 24, 1999

F-2


AMERCO AND CONSOLIDATED SUBSIDIARIES

Consolidated Balance Sheets

                       
March 31,

1999 1998


(in thousands, except
share and per share data)
Assets
Cash and cash equivalents $ 44,505 31,606
Trade receivables, net 173,050 210,785
Notes and mortgage receivables, net 217,910 106,835
Inventories, net 80,159 68,887
Prepaid expenses 16,363 21,154
Investments, fixed maturities 900,995 886,873
Investments, other 181,892 164,064
Deferred policy acquisition costs 63,283 44,255
Other assets 114,522 103,062


Property, plant and equipment, at cost:
Land 196,960 208,028
Buildings and improvements 806,421 838,419
Furniture and equipment 234,894 214,513
Rental trailers and other rental equipment 186,660 179,225
Rental trucks 992,418 939,561


2,417,353 2,379,746
Less accumulated depreciation 1,122,529 1,103,990


Total property, plant and equipment 1,294,824 1,275,756


Total Assets $ 3,087,503 2,913,277


Liabilities and Stockholders’ Equity
Liabilities:
Accounts payable and accrued expenses $ 169,185 144,201
Notes and loans payable 1,114,748 1,025,323
Policy benefits and losses, claims and loss expenses payable 546,599 592,642
Liabilities from premium deposits 457,759 425,347
Cash overdraft 28,169 21,414
Other policyholders’ funds and liabilities 48,889 34,911
Deferred income 41,549 45,298
Deferred income taxes 64,580 29,082


Stockholders’ equity:
Serial preferred stock, with or without par value, 50,000,000 shares authorized —
Series A preferred stock, with no par value, 6,100,000 shares authorized; 6,100,000 shares issued and outstanding as of March 31, 1999 and 1998
Series B preferred stock, with no par value, 100,000 shares authorized; 25,000 and 75,000 shares issued and outstanding as of March 31, 1999 and 1998, respectively
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 as of March 31, 1999 and 1998 1,441 1,441
Common stock of $0.25 par value, 150,000,000 shares authorized; 36,487,505 issued as of March 31, 1999 and 1998 9,122 9,122
Additional paid-in capital 299,905 313,444
Accumulated other comprehensive income (17,740 ) (9,384 )
Retained earnings 703,322 658,227


996,050 972,850
Less:
Cost of common shares in treasury, net (19,635,913 shares as of March 31, 1999 and 1998) 363,533 359,723
Unearned employee stock ownership plan shares 16,492 18,068


Total stockholders’ equity 616,025 595,059
Contingent liabilities and commitments


Total Liabilities and Stockholders’ Equity $ 3,087,503 2,913,277


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

F-3


AMERCO AND CONSOLIDATED SUBSIDIARIES

Consolidated Statements of Earnings

                             
Years ended March 31,

1999 1998 1997



(in thousands, except share and per share data)
Revenues
Rental revenue $ 1,074,220 1,018,699 973,783
Net sales 181,273 176,249 172,968
Premiums 226,847 164,613 163,603
Net investment and interest income 69,592 65,048 75,025



Total revenues 1,551,932 1,424,609 1,385,379
Costs and expenses
Operating expenses 885,292 817,938 778,655
Cost of sales 106,789 101,699 103,817
Benefits and losses 176,560 175,576 174,130
Amortization of deferred acquisition costs 20,215 14,194 16,493
Lease expense 118,742 89,879 85,973
Depreciation, net 73,066 69,655 66,742



Total costs and expenses 1,380,664 1,268,941 1,225,810
Earnings from operations 171,268 155,668 159,569
Interest expense 73,658 79,369 76,041



Pretax earnings 97,610 76,299 83,528
Income tax expense (35,101 ) (27,643 ) (29,344 )



Earnings from operations before extraordinary loss on early extinguishment of debt 62,509 48,656 54,184
Extraordinary loss on early extinguishment of debt, net (13,672 ) (2,319 )



Net earnings $ 62,509 34,984 51,865



Earnings per common share (both basic and diluted):
Earnings from operations before extraordinary loss on early extinguishment of debt $ 2.07 1.28 1.44
Extraordinary loss on early extinguishment of debt, net (0.62 ) (0.09 )



Net earnings $ 2.07 0.66 1.35



Weighted average common shares outstanding 21,937,686 21,896,101 25,479,651



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

F-4


AMERCO AND CONSOLIDATED SUBSIDIARIES

Consolidated Statements of Changes in Stockholders’ Equity

                               
Years ended March 31,

1999 1998 1997



(in thousands, except
share and per share data)
Series A common stock of $0.25 par value: 10,000,000 shares authorized, 5,762,495 shares issued in 1999, 1998 and 1997
Beginning and end of year $ 1,441 1,441 1,441



Common stock of $0.25 par value: 150,000,000 shares authorized in 1999, 1998 and 1997,
Beginning of year 9,122 9,122 8,559
Issuance of common stock 563



End of year 9,122 9,122 9,122



Additional paid-in capital:
Beginning of year 313,444 337,933 165,756
Issuance of preferred stock 98,546
Repurchase of preferred stock (50,000 ) (25,000 )
Issuance of common stock 73,146
Gain on sale of property to related party, net 35,996
Issuance of common shares under leveraged employee stock ownership plan 465 511 485



End of year 299,905 313,444 337,933



Accumulated other comprehensive income:
Beginning of year (9,384 ) (9,722 ) (780 )
Foreign currency translation (6,736 ) (4,542 ) (2,256 )
Fair market value of cash flow hedge (3,631 )
Unrealized gain (loss) on investments 2,011 4,880 (6,686 )



End of year (17,740 ) (9,384 ) (9,722 )



Retained earnings:
Beginning of year 658,227 644,009 609,019
Net earnings 62,509 34,984 51,865
Preferred stock dividends paid:
Series A ($2.13 per share for 1999, 1998 and 1997) (12,964 ) (12,964 ) (12,964 )
Series B ($97.44, $81.04 and $39.11 per share for 1999, 1998 and 1997, respectively) (4,450 ) (7,802 ) (3,911 )



End of year 703,322 658,227 644,009



Less Treasury stock:
Beginning of year 359,723 359,723 111,118
Net increase 3,810 248,605



End of year 363,533 359,723 359,723



Less Unearned employee stock ownership plan shares:
Beginning of year 18,068 20,740 23,329
Purchase of shares 401 5 2
Repayments from loan (1,977 ) (2,677 ) (2,591 )



End of year 16,492 18,068 20,740



Total stockholders’ equity $ 616,025 595,059 602,320



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

F-5


AMERCO AND CONSOLIDATED SUBSIDIARIES

Consolidated Statements of Comprehensive Income

Years ended March 31,
                               
1999 1998 1997



(in thousands)
Comprehensive Income:
Net earnings $ 62,509 34,984 51,865
Other comprehensive income
Foreign currency translation (6,736 ) (4,542 ) (2,256 )
Fair market value of cash flow hedge (3,631 )
Unrealized gain (loss) on investments 2,011 4,880 (6,686 )



Total Comprehensive Income $ 54,153 35,322 42,923



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

F-6


AMERCO AND CONSOLIDATED SUBSIDIARIES

Consolidated Statements of Cash Flows

                             
Years ended March 31,

1999 1998 1997



(in thousands)
Cash flows from operating activities:
Net earnings $ 62,509 34,984 51,865
Depreciation and amortization 114,102 113,822 94,364
Provision for losses on accounts receivable 4,648 4,108 3,465
Net gain on sale of real and personal property (524 ) (1,776 ) (7,979 )
Gain on sale of investments (3,372 ) (944 ) (728 )
Changes in policy liabilities and accruals (23,448 ) 37,021 (403 )
Additions to deferred policy acquisition costs (40,859 ) (10,010 ) (13,065 )
Net change in other operating assets and liabilities 46,493 3,410 26,704



Net cash provided by operating activities 159,549 180,615 154,223
Cash flows from investing activities:
Purchases of investments:
Property, plant and equipment (298,495 ) (392,298 ) (203,943 )
Fixed maturities (213,107 ) (123,832 ) (189,763 )
Common stock (2,553 ) (8,573 )
Preferred stock (21,700 ) (4,054 ) (10,875 )
Other asset investment (24,500 )
Real estate (334 )
Mortgage loans (93,243 ) (42,125 ) (81,464 )
Proceeds from sales of investments:
Property, plant and equipment 205,211 291,321 240,787
Fixed maturities 223,114 131,334 206,995
Common stock 2,571
Preferred stock 3,538 1,015 59
Real estate 5,622 1,331 934
Mortgage loans 21,826 25,576 115,989
Changes in other investments (37,232 ) (16,699 ) 5,402



Net cash provided (used) by investing activities (204,782 ) (161,504 ) 84,121
Cash flows from financing activities:
Net change in short-term borrowings 135,836 122,500 (347,000 )
Proceeds from notes 300,000 562,300
Debt issuance costs (415 ) (2,956 ) (6,240 )
Leveraged Employee Stock Ownership Plan:
Purchase of shares (401 ) (5 ) (2 )
Repayments from loan 1,977 2,677 2,591
Principal payments on notes (46,411 ) (380,727 ) (229,970 )
Issuance of preferred stock 98,546
Repurchase of preferred stock (50,000 ) (25,000 )
Issuance of common stock 73,709
Extraordinary loss on early extinguishment of debt, net (13,672 ) (2,319 )
Net change in cash overdraft 6,755 (2,192 ) (8,553 )
Preferred stock dividends paid (17,414 ) (20,766 ) (16,875 )
Treasury stock acquisitions, net (3,810 ) (248,605 )
Deferred tax-treasury stock (80,997 )
Investment contract deposits 93,688 51,943 81,678
Investment contract withdrawals (61,673 ) (61,059 ) (57,789 )
Escrow deposit (48,234 )



Net cash provided (used) by financing activities 58,132 (29,257 ) (227,760 )



Increase (decrease) in cash and cash equivalents 12,899 (10,146 ) 10,584
Cash and cash equivalents at beginning of year 31,606 41,752 31,168



Cash and cash equivalents at end of year $ 44,505 31,606 41,752



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

F-7


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  Summary of Significant Accounting Policies

  Organization

      AMERCO, a Nevada corporation (AMERCO), is the holding company for U-Haul International, Inc. (U-Haul), Amerco Real Estate Company (Real Estate), Republic Western Insurance Company (Republic) and Oxford Life Insurance Company (Oxford). All references to a fiscal year refer to AMERCO’s fiscal year ended March 31 of that year.

  Principles of Consolidation

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

      Republic and Oxford have been consolidated on the basis of calendar years ended December 31. Accordingly, all references to the years 1998, 1997 and 1996 correspond to AMERCO’s fiscal years 1999, 1998 and 1997, respectively.

      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 1999, 1998 or 1997 that would materially affect the consolidated financial position or results of operations for the financial statements presented herein. See Note 20 of Notes to Consolidated Financial Statements for additional information regarding the insurance subsidiaries.

  Description of Business

      Moving and self-storage operations consist of the rental of trucks and trailers, sale of moving aids such as boxes and the rental of self-storage spaces to the do-it-yourself mover. Operations are under the registered tradename U-Haul® throughout the United States and Canada.

      Real Estate owns approximately 90% of AMERCO’s real estate assets, including U-Haul’s Center and Storage locations. The remainder of the properties are owned by various U-Haul entities. Real Estate is responsible for managing all of the properties including the environmental risks of the properties. Real Estate is responsible for the purchase of all properties used by AMERCO or any of its subsidiaries. Real Estate also handles all of the dispositions (sale and lease) of unused real estate.

      Republic originates and reinsures property and casualty type insurance products for various market participants, including independent third parties, U-Haul’s customers, independent dealers and AMERCO.

      Oxford originates and reinsures annuities, life, credit life and disability, health and Medicare supplement insurance. Oxford also administers the self-insured employee health and dental plans for the employees of AMERCO.

  Foreign Currency

      The consolidated financial statements include the accounts of U-Haul Co. (Canada) Ltd., a subsidiary of U-Haul. The assets and liabilities, denominated in foreign currency, are translated into U.S. dollars at the exchange rate as of the balance sheet date. Revenue and expense amounts are translated at average monthly exchange rates. The related translation gains or losses are included in the Consolidated Statements of Changes in Stockholders’ Equity and Consolidated Statements of Comprehensive Income.

F-8


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

  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 in the financial statements and accompanying notes. Actual results could differ from those estimates.

  Cash and Cash Equivalents

      AMERCO considers liquid investments with an original maturity of three months or less to be cash equivalents ($1,000,000 and $6,568,000 as of March 31, 1999 and 1998, respectively).

  Receivables

      Accounts receivable include trade accounts from customers and dealers. Republic and Oxford receivables include premiums and agents’ balances due, net of commissions payable and amounts due from ceding reinsurers. 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.

      Notes and mortgage receivables include accrued interest and are reduced by discounts and amounts considered by management to be uncollectible.

  Inventories

      Inventories are valued at the lower of cost or market. Cost is primarily determined using the LIFO (last-in, first-out) method.

  Investments

      Fixed maturities consist of bonds and redeemable preferred stocks. Fair values for investments are based on quoted market prices, dealer quotes or discounted cash flows. Fixed maturities are classified as follows:

        Held-to-maturity — recorded at cost adjusted for the amortization of premiums or accretion of discounts.
 
        Available-for-sale — recorded at fair value with unrealized gains or losses reported on a net basis in the Consolidated Statements of Changes in Stockholders’ Equity. Gains and losses on the sale of these securities are reported as a component of revenues using the specific identification method.
 
        Trading portfolio — AMERCO does not currently maintain a trading portfolio.
 
        Mortgage loans & notes on real estate held by AMERCO’s subsidiaries — at unpaid balances, net of allowance for possible losses and any unamortized premium or discount.
 
        Real estate — at cost less accumulated depreciation.
 
        Policy loans — at their unpaid balance.
 
        Investment income is recognized as such:

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

F-9


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      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.

  Deferred Policy Acquisition Costs

      Commissions and other costs which vary with and are primarily related to the production of new business, have been deferred.

      Oxford — costs are amortized in relation to revenue such that profits are realized as a level percentage of revenue.

      Republic — costs are amortized over the related contract period which generally do 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. Building and non-rental equipment have estimated lives ranging from three to fifty-five years, while rental equipment have estimated lives ranging from one to twenty years. Maintenance is charged to operating expenses as incurred, while renewals and betterments are capitalized. Major overhaul costs are amortized over the estimated period benefited. Gains and losses on dispositions are netted against depreciation expense when realized. Interest costs incurred as part of the initial construction of assets are capitalized. Interest expense of $909,000, $2,210,000 and $3,430,000 was capitalized during fiscal years 1999, 1998 and 1997, respectively. During fiscal year 1998, U-Haul increased the estimated salvage value and useful lives of certain rental equipment. The effect of the change increased net earnings for fiscal year 1998 by $9,268,000 ($0.42 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, 1999, the carrying value of AMERCO’s real estate that is no longer necessary for use in its current operations, and available for sale/ lease, was approximately $22,467,000. Such properties available for sale are carried at cost, less accumulated depreciation; which in the aggregate, is less than fair market value.

  Financial Instruments

      AMERCO enters into interest rate swap agreements to reduce its floating interest rate exposure; AMERCO does not use the agreements for trading purposes. Amounts to be paid or received under the agreements are accrued. Although AMERCO 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.

      AMERCO has mortgage receivables which potentially expose AMERCO to credit risk. The portfolio of notes is principally collateralized by mini-warehouse storage facilities and other residential and commercial properties. AMERCO 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.

F-10


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Fair value summary of note and mortgage receivables:

                             
March 31, 1999 March 31, 1998


Carrying Estimated Carrying Estimated
value fair value value fair value




(in thousands) (in thousands)
$ 214,521 216,389 $ 105,720 107,921




      Other financial instruments that are subject to fair value disclosure requirements are carried in the financial statements at amounts that approximate fair value, unless elsewhere disclosed. See below, as well as Notes 4 and 5 of Notes to Consolidated Financial Statements.

      AMERCO’s financial instruments that are exposed to concentrations of credit risk consist primarily of temporary cash investments, trade receivables and notes receivable. AMERCO 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. As discussed in Note 2 of Notes to Consolidated Financial Statements at March 31, 1999 and 1998 notes receivable are primarily due from one related party.

  Policy Benefits and Losses, Claims and Loss Expenses Payable

      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 mortality and withdrawal assumptions which are based upon recognized actuarial tables and contain margins for adverse deviation. At December 31, 1998, interest assumptions used to compute policy benefits payable range from 2.5% to 11.25%.

      The liability for annuity policies, which are accounted for as 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 were $457,757,000 and $391,732,000 at December 31, 1998 and 1997, respectively.

      Liabilities for health and disability 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.

      Republic’s liability for reported and unreported losses are based on Republic’s historical and industry averages. 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 Revenue

      U-Haul recognizes its share of rental revenue less commission on the accrual basis pursuant to contractual arrangements between AMERCO and its fleet owners, rental dealers and customers. See Note 10 of Notes to Consolidated Financial Statements for further discussion.

F-11


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

  Premium Revenue

      Credit life and disability, Medicare supplement and property-casualty gross premiums are earned on a pro rata basis over the term of the related contracts. The portion of premiums not earned at the end of the period is recorded as unearned premiums. Traditional life and annuity premiums are recognized as revenue when due from policyholders. Revenue for annuity policies which are accounted for as investment contracts are included in net investment income as investment margins until the policyholder annuitizes, at which time the policyholders fund balance is recognized as premium.

  Reinsurance

      Reinsurance premiums, commissions and expense reimbursements, related to ceded business, are accounted for on a basis 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 ceded contracts are reported gross of the effects of reinsurance. See also “Policy Benefits And Losses, Claims And Loss Expenses Payable” above.

  Income Taxes

      AMERCO files a consolidated federal income tax return with its subsidiaries. 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.

  New Accounting Standards

      On October 1, 1998, AMERCO implemented Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities”. This statement standardizes the accounting for derivative instruments by requiring that an entity recognize those items as assets or liabilities in the statement of financial position and measure them at fair value. It also provides for matching the timing of gain or loss recognition on the hedging instrument with the recognition of (a) the changes in the fair value of hedged asset or liability attributable to the hedged risk or (b) the earnings effect of the hedged forecasted transaction. As of March 31, 1999, AMERCO recorded an after tax adjustment of $3,631,000 to accumulated other comprehensive income recognizing the fair value of derivatives designated as cash flow hedges. AMERCO uses interest rate swap agreements to potentially mitigate the impact of changes in interest rates on its variable rate debt. For the year ended March 31, 1999, AMERCO recognized $89,000 as interest expense, representing the ineffectiveness of the cash flow hedging activity. At time of implementation, an entity may reclassify held-to-maturity securities as available-for-sale. Republic transferred $56,485,000 (carrying value) to available-for-sale from held-to-maturity at time of implementation. The market value of these securities was $60,314,000 at the date of transfer with a transition adjustment of $3,829,000.

      Other pronouncements issued by the Financial Accounting Standards Board adopted during the year are not material to the consolidated financial statements of AMERCO. Further, pronouncements with future effective dates are either not applicable or not material to the consolidated financial statements of AMERCO.

  Earnings Per Share

      Basic earnings per common share are computed based on the weighted average number of shares outstanding for the year and quarterly periods, excluding shares of the employee stock ownership plan that

F-12


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

have not been committed to be released. Preferred dividends include undeclared or unpaid dividends of AMERCO. Net income is reduced for preferred dividends for the purpose of the calculation. The calculation of diluted earnings per share in fiscal year 1999 included assumed conversions of the Series B preferred stock into common stock. This change has no effect on the calculated earnings per share amount. In fiscal years 1998 and 1997, the assumed conversion of the Series B preferred stock was not included in the calculation of diluted earnings per share because it was antidilutive. Accordingly, basic and diluted earnings per share are equal. See Notes 6 and 8 of Notes to Consolidated Financial Statements for further discussion.

  Comprehensive Income

      Comprehensive income consists of net income, foreign currency translation adjustment, unrealized gains and losses on investments and fair market value of cash flow hedges.

  Financial Statement Presentation

      Certain reclassifications have been made to the financial statements for the fiscal years ended 1998 and 1997 to conform with the current year’s presentation.

2.  Receivables, Net

      A summary of trade receivables follows:

                 
March 31,

1999 1998


(in thousands)
Trade accounts receivable $ 12,008 15,994
Premiums and agents’ balances in course of collection 34,896 40,464
Reinsurance recoverable 100,662 120,262
Accrued investment income 14,032 14,853
Independent dealer receivable 4,076 5,131
Other receivables 9,382 15,792


175,056 212,496
Less allowance for doubtful accounts 2,006 1,711


$ 173,050 210,785


      A summary of notes and mortgage receivables follows:

                 
March 31,

1999 1998


(in thousands)
Notes receivable, including accrued interest from SAC Holding Corporation and its subsidiaries $ 186,332 67,547
Notes and mortgage receivables, net of discount 31,648 39,508


217,980 107,055
Less allowance for doubtful accounts 70 220


$ 217,910 106,835


      During fiscal 1999, a subsidiary of U-Haul held various senior and junior notes with SAC Holding Corporation and its subsidiaries (SAC Holdings). The voting common stock of SAC Holdings is held by

F-13


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Mark V. Shoen, a major stockholder of AMERCO. U-Haul’s subsidiary received interest income of $8,022,000, $6,847,000 and $6,281,000 from SAC Holdings during fiscal years 1999, 1998 and 1997, respectively. No principal payments were received during fiscal year 1999. Principal payments of $1,047,000 and $436,000 were received during fiscal year 1998 and 1997, respectively. The note receivable balance outstanding was, in the aggregate, $179,819,000 and $66,111,000 at March 31, 1999 and 1998, respectively, bearing interest rates ranging from 8.37% to 13.0%. Notes receivable from SAC Holdings includes $526,000 at March 31, 1999 which is secured by land and buildings at various locations.

      During fiscal years 1999, 1998 and 1997, a subsidiary of U-Haul funded the purchase of properties and construction costs for SAC Holdings of $26,116,000, $24,574,000 and $43,125,000, respectively.

      In December 1998, U-Haul and Real Estate completed the sale of twenty-six storage properties to Six SAC Self-Storage Corporation, a subsidiary of SAC Holdings, for $99,685,000. Real Estate received cash and notes from the sale. The gain is reflected in the Consolidated Statements of Changes in Stockholders’ Equity.

      U-Haul currently manages the properties owned by SAC Holdings under a management agreement, whereby U-Haul receives a management fee equal to 6% of the gross receipts from the properties. Management fees of $2,483,000, $1,860,000 and $1,632,000 were received during fiscal years 1999, 1998 and 1997, respectively. The 6% fee is consistent with the fees received by U-Haul for other properties managed by U-Haul.

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

3.  Inventories, Net

      A summary of inventory components follows:

                   
March 31,

1999 1998


(in thousands)
Truck and trailer parts and accessories $ 54,407 41,880
Hitches and towing components 15,738 16,418
Moving aids and promotional items 10,014 10,589


$ 80,159 68,887


      Inventories are stated net of reserve for obsolescence of $3,321,000 and $4,217,000 at March 31, 1999 and 1998, respectively. Certain general and administrative expenses are allocated to ending inventories. Such costs remaining in inventory are estimated at $12,082,000 at fiscal years 1999 and 1998. For fiscal years 1999, 1998 and 1997, aggregate general and administrative costs were $566,592,000, $526,431,000 and $511,473,000, respectively.

      LIFO inventories, which represent approximately 98% of total inventories at March 31, 1999 and 1998, would have been $4,835,000 and $4,716,000 greater at March 31, 1999 and 1998, respectively, if the consolidated group had used the FIFO (first-in, first-out) method.

F-14


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

4.  Investments

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

                                         
Par Value Gross Gross Estimated
or number Amortized unrealized unrealized market
of shares cost gains losses value





(in thousands)
December 31, 1998
Consolidated Held-to-Maturity
U.S. treasury securities and government obligations $ 23,248 $ 22,518 449 (131 ) 22,836
U.S. government agency mortgage-backed securities $ 29,722 29,647 405 (166 ) 29,886
Obligations of states and political subdivisions $ 1,500 1,520 163 1,683
Corporate securities $ 99,068 100,254 3,100 (259 ) 103,095
Mortgage-backed securities $ 52,082 51,314 1,150 (52 ) 52,412
Redeemable preferred stocks 4,634 117,703 1,927 (1,589 ) 118,041




322,956 7,194 (2,197 ) 327,953




                                           
Par Value Gross Gross Estimated
or number Amortized unrealized unrealized market
of shares cost gains losses value





(in thousands)
December 31, 1998
Consolidated Available-for-Sale
U.S. treasury securities and government obligations $ 32,660 $ 37,381 2,572 39,953
U.S. government agency mortgage-backed securities $ 41,128 40,757 1,263 (1 ) 42,019
Obligations of states and political subdivisions $ 16,710 16,874 816 (17 ) 17,673
Corporate securities $ 396,024 398,829 15,402 (2,851 ) 411,380
Mortgage-backed securities $ 35,419 35,235 1,177 (12 ) 36,400
Redeemable preferred stocks 1,321 33,266 1,327 (104 ) 34,489




562,342 22,557 (2,985 ) 581,914




Total $ 885,298 29,751 (5,182 ) 909,867




F-15


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

                                         
Par Value Gross Gross
or number Amortized unrealized unrealized Estimated
of shares cost gains losses market value





(in thousands)
December 31, 1997
Consolidated Held-to-Maturity
U.S. treasury securities and government obligations $ 10,415 $ 10,285 1,283 11,568
U.S. government agency mortgage-backed securities $ 40,988 40,772 512 (884 ) 40,400
Obligations of states and political subdivisions $ 27,395 27,231 1,430 28,661
Corporate securities $ 154,893 158,243 4,516 (453 ) 162,306
Mortgage-backed securities $ 105,915 104,535 1,870 (482 ) 105,923
Redeemable preferred stocks 2,168 59,685 1,006 (216 ) 60,475




400,751 10,617 (2,035 ) 409,333




                                           
Par Value Gross Gross
or number Amortized unrealized unrealized Estimated
of shares cost gains losses market value





(in thousands)
December 31, 1997
Consolidated Available-for-Sale
U.S. treasury securities and government obligations $ 18,205 $ 18,329 1,011 (7 ) 19,333
U.S. government agency mortgage-backed securities $ 36,128 35,570 1,334 (17 ) 36,887
Obligations of states and political subdivisions $ 11,225 11,624 413 (31 ) 12,006
Corporate securities $ 305,595 308,408 11,792 (1,136 ) 319,064
Mortgage-backed securities $ 82,480 81,831 2,520 (65 ) 84,286
Redeemable preferred stocks 531 13,869 677 14,546




469,631 17,747 (1,256 ) 486,122




Total $ 870,382 28,364 (3,291 ) 895,455




      Fixed maturities estimated market values are based on publicly quoted market prices at the close of trading on December 31, 1998 or December 31, 1997, as appropriate.

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

F-16


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

                                 
December 31, 1998 December 31, 1997


Amortized Estimated Amortized Estimated
cost market value cost market value




(in thousands) (in thousands)
Consolidated Held-to-Maturity
Due in one year or less $ 12,455 12,479 14,357 14,457
Due after one year through five years 72,459 75,316 103,547 107,376
Due after five years through ten years 17,527 17,739 72,123 74,198
After ten years 2,850 3,007 5,732 6,504




105,291 108,541 195,759 202,535
Mortgage-backed securities 99,962 101,371 145,307 146,323
Redeemable preferred stock 117,703 118,041 59,685 60,475




322,956 327,953 400,751 409,333




                                   
December 31, 1998 December 31, 1997


Amortized Estimated Amortized Estimated
cost market value cost market value




(in thousands) (in thousands)
Consolidated Available-for-Sale
Due in one year or less 21,437 21,579 20,100 20,231
Due after one year through five years 176,265 181,853 120,446 124,020
Due after five years through ten years 170,249 175,717 140,911 145,618
After ten years 85,133 89,856 56,904 60,534




453,084 469,005 338,361 350,403
Mortgage-backed securities 75,992 78,420 117,401 121,173
Redeemable preferred stock 33,266 34,489 13,869 14,546




562,342 581,914 469,631 486,122




Total $ 885,298 909,867 870,382 895,455




      Proceeds from sales of investments in debt securities for the years ended December 31, 1998, 1997 and 1996 were $53,948,000, $69,252,000 and $115,886,000, respectively. Gross gains of $1,472,000, $1,132,000 and $1,518,000 and gross losses of $164,000, $515,000 and $654,000 were realized on those sales for the years ended December 31, 1998, 1997 and 1996, respectively.

      At December 31, 1998 and 1997 fixed maturities include bonds with an amortized cost of $15,434,000 and $15,443,000, respectively, on deposit with insurance regulatory authorities to meet statutory requirements.

F-17


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Investments, other consists of the following:

                 
March 31,

1999 1998


(in thousands)
Short-term investments $ 67,021 27,267
Mortgage loans 56,898 73,979
Equity investment 24,500 24,500
Real estate, foreclosed properties 19,069 22,497
U.S. government securities mutual fund 5,805 5,883
Policy loans 7,217 8,536
Other 1,382 1,402


$ 181,892 164,064


      A summary of net investment and interest income follows:

                         
Year ended December 31,

1998 1997 1996



(in thousands)
Fixed maturities $ 64,965 63,467 65,680
Real estate 15 223 279
Policy loans 354 605 519
Mortgage loans 6,279 7,187 7,193
Short-term, amounts held by ceding reinsurers, net and other investments 5,965 2,797 1,499



Investment income 77,578 74,279 75,170
Less investment expenses 23,733 24,584 25,749



Net investment income 53,845 49,695 49,421
Interest income 15,747 15,353 25,604



Net investment and interest income $ 69,592 65,048 75,025



      Short-term investments consist primarily of fixed maturities with a maturity of three months to 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 and any unamortized premium or discount. Equity investments and real estate obtained through foreclosures and held for sale are carried at the lower of cost or fair value. U.S. government securities mutual fund is carried at cost which approximates market value. Policy loans are carried at their unpaid balance.

      At December 31, 1998 and 1997, mortgage loans held as investments with a carrying value of $56,898,000 and $73,979,000, respectively, were outstanding. The estimated fair value of the mortgage loans at December 31, 1998 and 1997 aggregated $60,893,000 and $74,240,000, 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. Investments in mortgage loans, included as a component of investments, are reported net of allowance for possible losses of $81,000 and $507,000 in 1998 and 1997, respectively.

      In February 1997, AMERCO, through its insurance subsidiaries, invested in the equity of a limited partnership in a Texas-based self-storage corporation. Republic invested $13,500,000 in exchange for a 38% limited partnership and Oxford invested $11,000,000 in exchange for a 31% limited partnership. U-Haul is

F-18


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

a 50% owner of a corporation which is a general partner in the Texas-based self-storage corporation. AMERCO has a $10,000,000 note receivable from the corporation.

5. Notes and Loans Payable

      Notes and loans payable consist of the following:

                 
March 31,

1999 1998


(in thousands)
Short-term borrowings, 6.19% interest rate $ 25,337 6,500
Notes payable to banks under revolving lines of credit, unsecured, 5.25% to 7.75% interest rates 297,000 180,000
Medium-term notes payable, unsecured, 6.71% to 8.08% interest rates, due through 2027 317,000 362,000
Notes payable under Bond Backed Asset Trust, unsecured, 6.65% to 7.14% interest rates, due through 2033 300,000 300,000
Notes payable to public, unsecured, 7.85% interest rate, due through 2004 175,000 175,000
Other notes payable, secured and unsecured, 7.00% to 10.00% interest rate, due through 2005 411 1,823


$ 1,114,748 1,025,323


      Other notes payable are secured by land and buildings at various locations with a net carrying value of $7,056,509 at March 31, 1999.

      AMERCO has a revolving credit loan (long-term) available from participating banks under an agreement which provides for a credit line of $400,000,000 through June 30, 2002. Depending on the form of borrowing elected, interest will be based on the London Interbank Offering Rate (LIBOR), prime rate, the federal funds effective rate, or rates determined by a competitive bid. LIBOR loans include a spread based upon the senior debt rates of AMERCO. Facility fees paid are based upon the amount of credit line.

      At March 31, 1999, AMERCO had borrowed $25,337,000, representing short-term borrowings, from its total uncommitted lines of credit of $42,320,000.

      As of March 31, 1999, loans outstanding under the revolving credit line totaled $297,000,000. Management intends to refinance the borrowings on a long-term basis by either replacing them with long-term obligations, renewing or extending them.

                                                 
Revolving credit activity Short-term borrowing
Year ended Year ended


1999 1998 1997 1999 1998 1997






(in thousands, except interest rates)
Weighted average interest rate during the year 5.73 % 5.95 % 5.76 % 5.63 % 6.05 % 5.87 %
Interest rate at year end 5.33 % 5.90 % 5.78 % 6.19 % 6.31 % 7.63 %
Maximum amount outstanding during the year $ 297,000 285,000 338,000 39,000 57,000 195,000
Average amount outstanding during the year $ 220,083 203,250 128,000 21,208 25,208 56,417
Facility fees $ 507 564 781 N/A 58 240

      AMERCO has entered into interest rate swap agreements (SWAPS) to potentially mitigate the impact of changes in interest rates on its floating rate debt. These agreements effectively change AMERCO’s interest rate exposure on $85,000,000 of floating rate notes to a weighted average fixed rate of

F-19


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

7.88%. The SWAPS mature at the time the related notes mature. Incremental interest expense associated with SWAP activity was $2,593,000, $2,687,000 and $3,481,000 during 1999, 1998 and 1997, respectively.

      At March 31, 1999, interest rate swap agreements with an aggregate notional amount of $85,000,000 were outstanding. Management estimates that at March 31, 1999 and 1998, AMERCO would be required to pay $5,674,000 and $7,000,000, respectively, to terminate the agreements. Such amounts were determined from current treasury rates combined with swap spreads on agreements outstanding.

      During fiscal 1998, AMERCO extinguished $76,000,000 of 10.27% interest-bearing notes originally due in fiscal 1999 through fiscal 2002. This resulted in an extraordinary loss of $4,044,000, net of tax of $2,371,000 ($0.18 per share).

      In October 1997, AMERCO issued $300,000,000 of Bond Backed Asset Trust Certificates (BATs). The net proceeds were used to initially prepay floating rate indebtedness of AMERCO under revolving credit agreements. Subsequent to the funding of the BATs, AMERCO extinguished $255,071,000 of 6.43% to 8.13% interest-bearing notes originally due in fiscal 1999 through fiscal 2010. This resulted in an extraordinary loss of $9,628,000, net of tax of $5,645,000 ($0.44 per share).

      On July 18, 1996, AMERCO 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. As of March 31, 1999 the remaining amount of debt that is considered extinguished as a result of the defeasance amounted to $3,000,000.

      Certain of AMERCO’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, 1999, AMERCO was in compliance with these covenants.

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

                                         
Year Ended

2000 2001 2002 2003 2004





(in thousands)
Mortgages $ 51 45 37 30 31
Medium-Term and Other Notes 30,010 11 77,512 14 175,016
Revolving Credit 297,000





$ 30,061 56 77,549 297,044 175,047





      Interest paid in cash amounted to $74,026,000, $76,035,000 and $69,972,000 for 1999, 1998 and 1997, respectively.

      During April 1999, AMERCO issued $150,000,000 of 7.20% Senior Notes due 2002.

6.  Stockholders’ Equity

      AMERCO has authorized capital stock consisting of 150,000,000 shares of Common Stock, 150,000,000 shares of Serial Common Stock and 50,000,000 shares of Serial 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. Serial Preferred Stock issuance may be with or without par value.

      AMERCO has issued 6,100,000 shares of 8.5% cumulative, no par, non-voting Series A (Series A) preferred stock. The Series A is not convertible into, or exchangeable for, shares of any other class or classes of stock of AMERCO. Dividends are payable quarterly in arrears and have priority as to dividends

F-20


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

over AMERCO’s common stock. The Series A is not redeemable prior to December 1, 2000. On or after December 1, 2000, AMERCO, at its option, may redeem all or part of the Series A, for cash at $25.00 per share plus accrued and unpaid dividends to the redemption date.

      On August 30, 1996, AMERCO issued 100,000 shares of its Series B Preferred Stock with no par value for gross proceeds of $100,000,000. Dividends are cumulative with the rate being reset quarterly and have priority as to dividends over AMERCO’s Common Stock. The Series B Preferred Stock, as amended, is convertible under certain circumstances into 4,000,000 shares, subject to AMERCO’s prior right to redeem the Series B Preferred Stock, of AMERCO’s Common Stock, $0.25 par value. As of March 31, 1999, AMERCO has redeemed 75,000 shares.

      On October 14, 1996, AMERCO paid an additional $15,000,000 to L.S. Shoen in settlement of all outstanding disputes pursuant to a Settlement, Mutual Release of All Claims and Confidentiality Agreement (Settlement Agreement), dated October 15, 1996 with AMERCO resolving the lawsuit in the District Court of Clark County, Nevada. The settlement resolves a long-standing dispute between AMERCO and L.S. Shoen regarding L.S. Shoen’s entitlement to compensation pursuant to an alleged lifetime employment contract.

      On December 18, 1996, AMERCO sold 2,250,000 shares of Common Stock, $0.25 par value, to the public for $35.00 per share, receiving net proceeds of $74,228,000.

      During the year ended March 31, 1997, pursuant to a judgment in the Shoen Litigation, AMERCO repurchased 12,426,836 shares of Common Stock in exchange for $84,502,000, funded damages of $228,373,000 and paid statutory post-judgment interest of $689,000 and placed funds of $48,234,000 into an escrow account pending the outcome of a dispute involving the entitlement of the plaintiffs to post-bankruptcy petition date interest. The treasury share transaction was recorded net of tax of $80,997,000 for fiscal 1997.

      The plaintiffs included the father, brothers and sisters of Edward J., Mark V., Paul F. and James P. Shoen who are major stockholders of AMERCO, and Edward J., and James P. Shoen who are directors of AMERCO.

      On December 31, 1998, in connection with the resolution of one of the remaining items associated with the treasury stock acquisitions, AMERCO remitted $6,000,000 plus interest to the plaintiffs in the Shoen litigation. The payment is reflected, net of taxes, in the Consolidated Statements of Changes in Stockholders’ Equity.

F-21


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

7.  Accumulated Other Comprehensive Income

      A summary of accumulated comprehensive income components follows:

                                   
Fair market Accumulated
Foreign Unrealized value of other
currency gain on cash flow comprehensive
translation investments hedge income




(in thousands)
Balance at March 31, 1998 $ (18,675 ) 9,291 (9,384 )
Foreign currency translation (6,736 ) (6,736 )
Fair market value of cash flow hedge, net of taxes of $1,955 (3,631 ) (3,631 )
Unrealized gain on investments, net of taxes of $1,167 2,011 2,011




Balance at March 31, 1999 $ (25,411 ) 11,302 (3,631 ) (17,740 )




Balance at March 31, 1997 $ (14,133 ) 4,411 (9,722 )
Foreign currency translation (4,542 ) (4,542 )
Unrealized gain on investments, net of taxes of $2,410 4,880 4,880




Balance at March 31, 1998 $ (18,675 ) 9,291 (9,384 )




8.  Earnings Per Share

      The following table reflects the calculation of earnings per share:

                           
Year ended

1999 1998 1997



(in thousands, except share and per share data)
Earnings from operations before extraordinary loss on early extinguishment of debt $ 62,509 48,656 54,184
Less dividends on preferred shares 17,077 20,664 17,456



45,432 27,992 36,728
Extraordinary loss on early extinguishment of debt, net (13,672 ) (2,319 )



Net earnings for per share calculation $ 45,432 14,320 34,409



Earnings per common share (both basic and diluted):
Earnings from operations before extraordinary loss on early extinguishment of debt $ 2.07 1.28 1.44
Extraordinary loss on early extinguishment of debt, net (0.62 ) (0.09 )



Net earnings $ 2.07 0.66 1.35



Weighted average common shares outstanding 21,937,686 21,896,101 25,479,651



F-22


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

9.  Income Taxes

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

                           
Year ended

1999 1998 1997



(in thousands)
Current:
Federal $ 2,490 2,098 3,404
State 406 406 169
Deferred:
Federal 29,963 23,772 24,218
State 2,242 1,367 1,553



$ 35,101 27,643 29,344



      Income taxes paid in cash amounted to $1,656,000, $2,758,000 and $4,949,000 for 1999, 1998 and 1997, respectively.

      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 1999, 1998 and 1997) as follows:

                             
Year ended

1999 1998 1997



(in thousands)
Computed “expected” tax expense $ 34,163 26,705 29,232
Increases (reductions) in taxes resulting from:
Tax-exempt interest income (474 ) (676 ) (693 )
Dividends received deduction (52 ) (153 ) (239 )
Canadian subsidiary (income)loss 444 (524 ) (645 )
True-up of prior year 950
Federal tax benefit of state and local taxes (927 ) (620 ) (602 )
Other (701 ) 188 569



Actual federal tax expense 32,453 25,870 27,622
State and local income tax expense 2,648 1,773 1,722



Actual tax expense of operations $ 35,101 27,643 29,344



F-23


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Deferred tax assets and liabilities are comprised as follows:

                     
March 31,

1999 1998


(in thousands)
Deferred tax assets
Benefit of tax net operating loss and credit carryforwards $ 98,543 139,458
Accrued expenses 24,110 7,663
Deferred revenue from sale/leaseback 7,945 9,794
Policy benefits and losses, claims and loss expenses payable, net 18,780 17,064
Other 709 714


Total deferred tax assets 150,087 174,693


Deferred tax liabilities
Property, plant and equipment 196,478 188,952
Deferred policy acquisition costs 18,189 14,823


Total deferred tax liabilities 214,667 203,775


Net deferred tax liability $ 64,580 29,082


      In light of AMERCO’s history of profitable operations, management has concluded that it is more likely than not that AMERCO will ultimately realize the full benefit of its deferred tax assets. Accordingly, AMERCO believes that a valuation allowance is not required at March 31, 1999 and 1998. See also Note 15 of Notes to Consolidated Financial Statements.

      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, 1998, 1997 and 1996.

      The Internal Revenue Service has examined AMERCO’s income tax returns for the years ended 1994 and 1995. All agreed issues have been provided for in the financial statements.

      At March 31, 1999, AMERCO and Republic have non-life net operating loss carryforwards available to offset taxable income in future years of $236,592,000 for tax purposes. These carryforwards expire in 2005 through 2012. AMERCO has alternative minimum tax credit carryforwards of $15,679,000 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.

      During 1994, Oxford dividended its investment in Republic common stock to its parent 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.

10.  Transactions With Fleet Owners and Other Rental Equipment Owners

      Independent rental equipment owners (fleet owners) own approximately 8% of all U-Haul rental trailers and 0.02% of certain other rental equipment. There are approximately 2,900 fleet owners, including

F-24


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

certain officers, directors, employees and stockholders of AMERCO. All rental equipment is operated under contract with U-Haul whereby U-Haul administers the operations and marketing of such equipment and in return receives a percentage of rental fees paid by customers. Based on the terms of various contracts, rental fees are distributed to U-Haul (for services as operators), to the fleet owners (including certain subsidiaries and related parties of U-Haul) and to Rental Dealers (including Company-operated U-Haul Centers).

      Republic insures and reinsures certain risks of U-Haul customers and independent fleet owners. Premiums earned on these policies were $41,000,000, $49,400,000 and $40,800,000 during the years ended December 31, 1998, 1997 and 1996, respectively.

11.  Employee Benefit Plans

      AMERCO participates 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 AMERCO.

      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 AMERCO may make contributions of AMERCO Common Stock or cash to acquire such stock on behalf of participants. Generally, employees of AMERCO are eligible to participate in the Plan upon completion of a one year service requirement.

      AMERCO has arranged financing to fund the ESOP trust (ESOT) and to enable the ESOT to purchase shares. Below is a summary of the financing arrangements:

                                 
Amount outstanding Interest Payments
Financing as of
Date March 31, 1999 1999 1998 1997





(in thousands)
December 1989 $ 34 126 162
May 1990 234 24 35 45
June 1991 16,257 1,364 1,466 1,472

      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 $2,804,000, $3,588,000 and $3,570,000 for the years ended 1999, 1998 and 1997, respectively.

      The shares held by ESOP as of March 31 were as follows:

                                 
Shares issued Shares issued
prior to subsequent to
December 31, 1992 December 31, 1992


1999 1998 1999 1998




(in thousands)
Allocated shares 1,620 1,587 156 118
Shares committed to be released 11 11
Unreleased shares 379 523 668 697
Fair value of unreleased shares $ 4,485 5,688 14,370 21,425




      For purposes of the 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 1999 and 1998.

F-25


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Oxford insures various group life and group disability insurance plans covering employees of the consolidated group. Premiums earned were $1,208,000, $2,785,000 and $2,370,000 during the years ended December 31, 1998, 1997 and 1996, respectively, and were eliminated in consolidation.

12.  Postretirement and Postemployment Benefits

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

      AMERCO uses the accrual method of accounting for postretirement benefits. AMERCO continues to fund medical and life insurance benefit costs as claims are incurred.

      The components of net periodic postretirement benefit cost for 1999, 1998 and 1997 are as follows:

                         
1999 1998 1997



(in thousands)
Service cost for benefits earned during the period $ 296 260 381
Interest cost on accumulated postretirement benefit 327 301 407
Other components (224 ) (239 ) (58 )



Net periodic postretirement benefit cost $ 399 322 730



      The 1999 and 1998 postretirement benefit liability included the following components:

                   
1999 1998


(in thousands)
Beginning of year $ (4,739 ) (4,113 )
Service cost (296 ) (260 )
Interest cost (327 ) (301 )
Benefit payments and expense 88 74
Actuarial loss (gain) 388 (139 )


Accumulated postretirement benefit obligation (4,886 ) (4,739 )
Unrecognized net gain (3,624 ) (3,460 )


$ (8,510 ) (8,199 )


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

                         
1999 1998 1997



Accumulated postretirement benefit obligation 7.00 % 7.00 % 7.50 %

      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 6.25% in 1999, declining annually to an ultimate rate of 4.20% in 2013.

      If the health care cost trend rate assumptions were increased by 1.0%, the accumulated postretirement benefit obligation as of March 31, 1999 would be increased by approximately $789,000 and a decrease of 1.0% would reduce the accumulated postretirement benefit obligation by $640,000.

      Postemployment benefits provided by AMERCO are not material.

F-26


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

13.  Reinsurance

      In the normal course of business, Republic and Oxford assume and cede reinsurance on both a coinsurance and risk premium basis. Republic and Oxford obtain reinsurance for that portion of risks exceeding retention limits. The maximum amount of life insurance retained on any one life is $150,000.

      A summary of reinsurance transactions by business segment follows:

                                             
Percentage
Ceded Assumed of amount
Direct to other from other Net assumed
amount companies companies amount to net





(in thousands)
Year ended December 31, 1998
Life insurance in force $ 1,254,084 809,267 2,218,772 2,663,589 83%




Premiums earned:
Life $ 20,554 6,403 11,480 25,631 45%
Accident and health 32,668 10,875 29,973 51,766 58%
Annuity 556 9,944 10,500 95%
Property-casualty 110,080 32,047 60,917 138,950 44%




Total $ 163,858 49,325 112,314 226,847




                                             
Percentage
Ceded Assumed of amount
Direct to other from other Net assumed
amount companies companies amount to net





(in thousands)
Year ended December 31, 1997
Life insurance in force $ 1,601,840 224,893 2,219,393 3,596,340 62 %




Premiums earned:
Life $ 3,527 160 7,034 10,401 68 %
Accident and health 7,916 1,217 1,930 8,629 22 %
Annuity 106 8,868 8,974 99 %
Property-casualty 103,488 22,387 55,508 136,609 41 %




Total $ 115,037 23,764 73,340 164,613




F-27


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

                                             
Percentage
Ceded Assumed of amount
Direct to other from other Net assumed
amount companies companies amount to net





(in thousands)
Year ended December 31, 1996
Life insurance in force $ 35,298 463 2,392,339 2,427,174 99 %




Premiums earned:
Life $ 1,869 18 8,016 9,867 81 %
Accident and health 4,740 171 1,469 6,038 24 %
Annuity 82 10,836 10,918 99 %
Property — casualty 108,440 26,148 54,488 136,780 40 %




Total $ 115,131 26,337 74,809 163,603




      In connection with Oxford’s acquisitions during 1997 as disclosed in Note 20 of Notes to Consolidated Financial Statements, the level of life reinsurance transactions increased as of December 31, 1998.

      Republic 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 were $5,300,000 and $5,200,000 as of December 31, 1998 and 1997, respectively. Republic’s share of case loss reserves related to this coverage was insignificant at December 31, 1998. Republic’s aggregate exposure for Class 1 municipal bond insurance was $1,000,000,000 as of December 31, 1998.

      To the extent that a reinsurer is unable to meet its obligation under the related reinsurance agreements, Republic would remain liable for the unpaid losses and loss expenses. Pursuant to certain of these agreements, Republic holds letters of credit of $8,502,000 from reinsurers. Republic has issued letters of credit of approximately $2,500,000 in favor of certain ceding companies.

      Republic insures and reinsures general liability, auto liability and workers’ compensation coverage for member companies of the consolidated group. Premiums earned by Republic on these policies were $11,734,000, $19,800,000 and $19,700,000 during the years ended December 31, 1998, 1997 and 1996, respectively, and were eliminated in consolidation.

14.  Contingent Liabilities and Commitments

      AMERCO uses certain equipment and occupies certain facilities under operating lease commitments with terms expiring through 2079. Lease expense was $118,742,000, $89,879,000 and $85,973,000 for the years ended 1999, 1998 and 1997, respectively. During the year ended March 31, 1999, a subsidiary of U-Haul entered into fifteen transactions and has subsequently entered into three additional transactions, whereby AMERCO sold rental trucks and subsequently leased back. AMERCO has guaranteed $115,843,000 of residual values at March 31, 1999 and an additional $3,801,000 subsequent to March 31, 1999 for 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 (Note 5) for notes payable and loan agreements.

F-28


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Following are the lease commitments for leases having terms of more than one year:

                                 
March 31, 1999

Net activity
Property, plant Rental subsequent to
Year ended and other equipment fleet year end Total





(in thousands)
2000 $ 5,735 114,483 2,149 122,367
2001 4,083 108,577 2,713 115,373
2002 1,773 92,930 2,713 97,416
2003 1,498 79,273 2,713 83,484
2004 1,414 53,728 2,713 57,855
Thereafter 10,507 81,966 5,993 98,466




$ 25,010 530,957 18,994 574,961




      In December 1996, AMERCO executed a $100,000,000 Operating Lease Facility (the Facility) with a number of financial institutions. Under the Facility, the lessor acquires land to be developed for storage locations by AMERCO, as Construction Agent, or acquires existing storage locations with advances of funds (the Advances) made by certain parties to the Facility. AMERCO will separately lease land and improvements, including completed locations capitalized by the lessor, under the Facility and the respective lease supplements. Funding under the Facility totaled $84,270,000 at March 31, 1999.

      The Facility contains certain restrictions similar to those contained in Note 5. Upon occurrence of any event of default, the lessor may rescind or terminate any or all leases and, among other things, require AMERCO to repurchase any or all of the properties. The Facility has a three year term, subject to AMERCO’s option, with the consent of other parties, to renew for successive one year terms.

      Upon the expiration of the Facility, AMERCO may either purchase all of the properties based on a purchase price equal to all amounts outstanding under the Advances, including the interest and yield thereon, or remarket all of the properties to a third party purchaser who may become a subsequent lessor to AMERCO.

      In the normal course of business, AMERCO is a defendant in a number of suits and claims. AMERCO 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 AMERCO, individually or in the aggregate, are expected to result in a material loss. Also see Notes 13 and 15 of Notes to Consolidated Financial Statements.

15.  Legal Proceedings

      A judgment was entered on February 21, 1995, in the Shoen Litigation against Edward J. Shoen, James P. Shoen, Paul F. Shoen, Aubrey K. Johnson, John M. Dodds and William E. Carty, who were members of the Board of Directors of AMERCO in 1998. AMERCO 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 AMERCO’s Board of Directors in 1988 through the sale of Common Stock to certain key employees. That sale allegedly prevented the plaintiffs from gaining a majority position in AMERCO’s Common Stock and control of AMERCO’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.

F-29


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      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 $461,800,000 plus interest and taxable costs. In addition, on February 21, 1995, judgment was entered against Edward J. Shoen in the amount of $7,000,000 representing punitive damages. On March 23, 1995, Edward J. Shoen filed a notice of appeal with respect to the award of punitive damages and the plaintiffs subsequently cross appealed the judge’s remittitur of the punitive damages from $70,000,000 to $7,000,000. Both appeals were denied by the Court of Appeals of the State of Arizona on July 24, 1997 and the Supreme Court of the State of Arizona denied review of the case on March 17, 1998. On July 15, 1998, Edward J. Shoen filed an appeal with the United States Supreme Court with respect to the award of punitive damages. On October 5, 1998, the punitive damages award in the Shoen Litigation (which was subsequently reduced by partial settlement to $6,000,000) became final when the United States Supreme Court denied certiorari. On December 31, 1998, in connection with the resolution of one of the remaining items associated with the treasury stock acquisitions, AMERCO remitted $6,000,000 plus interest to the plaintiffs in the Shoen Litigation. The payment is reflected, net of taxes, in the Consolidated Statements of Changes in Stockholders’ Equity.

      On February 21, 1995, Edward J. Shoen, James P. Shoen, Aubrey K. Johnson, John M. Dodds and William E. Carty, who were directors of the Company at that time, (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 AMERCO, filed plans of reorganization in the United States Bankruptcy Court for the District of Arizona, all of which proposed 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 October 17, 1995 AMERCO entered into an agreement (the Agreement) with the Director-Defendants whereby AMERCO agreed, among other things, to fund the Plan and to release the Director-Defendants from all claims AMERCO may have against them arising from the Shoen Litigation. In addition, the Director-Defendants agreed, among other things, (i) to release, subject to certain exceptions, AMERCO from any claim they may have against it pursuant to any indemnification agreements and (ii) to assign all rights they have under the Shoen Litigation to AMERCO.

      Pursuant to the Plan, AMERCO repurchased 18,254,976 shares of the plaintiffs’ Common Stock. As a result, the judgment in the Shoen Litigation was satisfied in full. On October 1, 1996, the Director-Defendants emerged from bankruptcy upon the filing of notice with the bankruptcy court that the effective date of the Plan had occurred and that the Plan had been performed and was substantially consummated.

      As of the date hereof, an issue remains regarding whether or not the plaintiffs are entitled to statutory post-judgment interest at the rate of ten percent (10%) per year from February 21, 1995 (the date the Director-Defendants filed for protection under Chapter 11) until the judgment was satisfied. On July 19, 1996, the bankruptcy court ruled the plaintiffs are entitled to such interest. The Director-Defendants and AMERCO have appealed the court’s decision. AMERCO has deposited $48,234,000 into an escrow account to secure payment of the disputed interest, pending final resolution of this issue (including all appeals by either side) which has been recorded as an “other asset” in the Company’s consolidated financial statements. If the interest issue is decided adversely to AMERCO and the Director-Defendants, the amount deposited into the escrow account will be transferred to the plaintiffs. The ultimate outcome of this issue will not have the effect of increasing or decreasing AMERCO’s net earnings, but could reduce stockholders’ equity.

F-30


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      AMERCO has deducted for income tax purposes approximately $324,000,000 of the payments made to the plaintiffs. While AMERCO believes that such income tax deductions are appropriate, there can be no assurance that such deductions ultimately will be allowed in full.

16.  Preferred Stock Purchase Rights

      AMERCO’s Board of Directors adopted a stockholder-rights plan in July 1998. The rights were declared as a dividend of one preferred share purchase right for each outstanding share of AMERCO’s common stock. The dividend distribution was payable on August 17, 1998 to the stockholders of record on that date. When exercisable, each right will entitle its holder to purchase from AMERCO one one-hundredth of a share of Series C Junior Participating Preferred Stock (Series C), no par value per share of AMERCO, at a price of $132.00 per one one-hundredth of a share of Series C, subject to adjustment. AMERCO has created a series of 3,000,000 shares of authorized but unissued preferred stock for the Series C 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 10% or more of the common stock without approval of a majority of the Board of Directors of AMERCO. The rights will expire on August 7, 2008 unless earlier redeemed or exchanged by AMERCO.

      In the event AMERCO is acquired in a merger or other business combination transaction after the rights become exercisable, each holder of a right would be entitled to receive that number of shares of the acquiring company’s common stock equal to the result obtained by multiplying the then current Purchase Price by the number one one-hundredths of a share of Series C for which a right is then exercisable and dividing that product by 50% of the then current market price per share of the acquiring company.

17.  Stock Option Plan

      AMERCO’s stockholders approved a ten year incentive plan entitled the AMERCO Stock Option and Incentive Plan (the Plan) for officers and key employees in October 1992. No stock options or awards have been granted under this plan to date.

      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 AMERCO stock. The features of the Plan are:

        Incentive Stock Options (ISO’s) — 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 ISO’s 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.
 
        Stock Appreciation Right (SAR’s) — subject to certain conditions and limitations to holders of options under the Plan. SAR’s 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.
 
        Restricted Stock Award — 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, at its discretion, impose any restrictions on a Restricted Stock award.
 
        Dividend Equivalents — in connection with options. Dividend Equivalents are rights to receive additional shares of stock at the time of exercise of the option to which such Dividend Equivalents apply.

F-31


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

        Performance Share — deemed to be the equivalent of one share of stock and credited to a Performance Share account to be maintained for each Holder. The value of the shares at 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.

18. Related Party Transactions

      AMERCO has related party transactions with certain major stockholders, directors and officers of the consolidated group as disclosed in Notes 2, 6, 10 and 16 of Notes to Consolidated Financial Statements.

      During the years ended 1999, 1998 and 1997, AMERCO purchased $3,070,000, $2,816,000 and $3,281,000, respectively, of printing from a company wherein an officer is a major stockholder, director and officer of AMERCO.

      During the year ended 1997, AMERCO purchased $11,164,000 of computer components from a company wherein a major stockholder was the family trust of a major stockholder, director and officer of AMERCO, until June 1, 1996.

      On July 7, 1997, AMERCO executed an agreement with Sophia Shoen whereby AMERCO paid $1,250,000 to Sophia Shoen to settle an arbitration proceeding entitled JAMS-ENDISPUTE Link No. 940517195 and to terminate a Share Repurchase and Registration Right Agreement. Sophia Shoen is a major stockholder of AMERCO.

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

19. Supplemental Cash Flow Information

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

                         
Year ended

1999 1998 1997



(in thousands)
Receivables $ 676 (14,646 ) 41,192



Inventories $ (11,272 ) (3,093 ) (19,903 )



Accounts payable and accrued expenses $ 12,668 11,123 (20,819 )



F-32


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

20.  Summarized Consolidated Financial Information of Insurance Subsidiaries

      A summarized consolidated balance sheet for Republic is presented below:

                     
December 31,

1998 1997


(in thousands)
Investments, fixed maturities $ 421,346 427,304
Investments, other 23,812 34,918
Receivables 130,304 140,568
Deferred policy acquisition costs 12,299 7,203
Due from affiliate 18,259 18,377
Deferred federal income taxes 13,497 17,169
Other assets 19,460 8,910


Total assets $ 638,977 654,449


Policy liabilities and accruals $ 349,550 389,574
Unearned premiums 55,076 45,753
Other policyholders’ funds and liabilities 22,905 23,723


Total liabilities 427,531 459,050
Stockholder’s equity 211,446 195,399


Total liabilities and stockholder’s equity $ 638,977 654,449


      A summarized consolidated income statement for Republic is presented below:

                             
Year ended December 31,

1998 1997 1996



(in thousands)
Premiums $ 145,301 155,906 156,505
Net investment income 32,908 31,292 30,572



Total revenue 178,209 187,198 187,077
Benefits and losses 118,870 165,890 131,407
Amortization of deferred policy acquisition costs 7,443 8,622 9,858
Operating expenses 32,790 11,950 27,550



Total expenses 159,103 186,462 168,815
Income from operations 19,106 736 18,262
Federal income tax benefit (expense) (5,976 ) 556 (5,502 )



Net income $ 13,130 1,292 12,760



F-33


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      A summarized consolidated balance sheet for Oxford is presented below:

                     
December 31,

1998 1997


(in thousands)
Investments, fixed maturities $ 479,649 459,569
Investments, other 139,011 106,649
Receivables 28,138 50,696
Deferred policy acquisition costs 50,984 37,052
Due (to) from affiliate (9,862 ) (238 )
Other assets 49,503 37,390


Total assets $ 737,423 691,118


Policy liabilities and accruals $ 136,299 157,315
Premium deposits 457,759 425,347
Other policyholders’ funds and liabilities 27,351 11,598
Deferred federal income taxes 22,389 11,062


Total liabilities 643,798 605,322
Stockholder’s equity 93,625 85,796


Total liabilities and stockholder’s equity $ 737,423 691,118


      A summarized consolidated income statement for Oxford is presented below:

                             
Year ended December 31,

1998 1997 1996



(in thousands)
Premiums $ 94,488 29,731 27,832
Net investment income 19,147 17,811 18,793



Total revenue 113,635 47,542 46,625
Benefits and losses 57,690 24,377 27,017
Amortization of deferred policy acquisition costs 12,772 5,572 6,635
Operating expenses 31,015 6,953 2,399



Total expenses 101,477 36,902 36,051
Income from operations 12,158 10,640 10,574
Federal income tax expense (3,423 ) (3,220 ) (2,771 )



Net income $ 8,735 7,420 7,803



      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 Republic. In addition, the amount of dividends which 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 which can be distributed as dividends is $5,058,000 at December 31, 1998.

      Audited statutory net income for Republic for the years ended December 31, 1998, 1997 and 1996 was $12,382,000, $2,124,000 and $16,807,000, respectively; audited statutory capital and surplus was $166,000,000 and $157,027,000 at December 31, 1998 and 1997, respectively.

F-34


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Audited statutory net income for Oxford for the years ended December 31, 1998, 1997 and 1996 was $814,000, $8,278,000 and $12,815,000, respectively; audited statutory capital and surplus was $64,084,000 and $57,102,000 at December 31, 1998 and 1997, respectively.

      On November 21, 1997, Oxford purchased all of the issued and outstanding shares of Encore Financial, Inc. and its subsidiaries (Encore) for $11,569,000. Encore’s primary subsidiary is North American Insurance Company (NAI). NAI’s premium volume is primarily from the sale of credit life and disability products. NAI owns all of the issued and outstanding common shares of North American Fire & Casualty Insurance Company, a property and casualty insurance company. In December 1998, North American Fire & Casualty Insurance Company was sold to Republic.

      On November 24, 1997, Oxford purchased all of the issued and outstanding shares of Safe Mate Life Insurance Company, for $2,243,000. As of November 1, 1998, Safe Mate merged into Oxford. Safe Mate’s business was the sale of credit life and disability products. These purchases greatly increase Oxford’s distribution channels and enhance administrative capabilities in these markets.

21.  Industry Segment and Geographic Area Data

      Industry Segment Data — AMERCO has four industry segments represented by Moving and Storage Operations (U-Haul), Real Estate, Property and Casualty Insurance (Republic) and Life Insurance (Oxford). See Note 1 of Notes to Consolidated Financial Statements for a description of the industry segments.

      Information concerning operations by industry segment follows:

                                                   
Moving Property/ Adjustments
and Storage Real Casualty Life and
Operations Estate Insurance Insurance Eliminations Consolidated






(in thousands)
Fiscal year 1999
Revenues:
Outside $ 1,266,372 6,658 166,475 112,427 1,551,932
Intersegment 71,888 11,734 1,208 (84,830 )






Total revenue $ 1,266,372 78,546 178,209 113,635 (84,830 ) 1,551,932
Depreciation/amortization $ 72,325 10,990 9,190 21,597 114,102
Interest expense $ 73,658 40,595 (40,595 ) 73,658
Pretax earnings $ 46,679 19,667 19,106 12,158 97,610
Income tax expense $ 18,819 6,883 5,976 3,423 35,101
Identifiable assets at March 31, 1999 $ 1,339,312 708,756 638,977 737,423 (336,965 ) 3,087,503

F-35


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

                                                   
Moving Property/ Adjustments
and Storage Real Casualty Life and
Operations Estate Insurance Insurance Eliminations Consolidated






(in thousands)
Fiscal year 1998
Revenues:
Outside $ 1,205,985 4,908 167,398 46,318 1,424,609
Intersegment 67,371 19,800 1,224 (88,395 )






Total revenue $ 1,205,985 72,279 187,198 47,542 (88,395 ) 1,424,609
Depreciation/amortization $ 89,940 7,824 10,807 5,251 113,822
Interest expense $ 37,146 42,223 79,369
Pretax earnings $ 49,036 15,887 736 10,640 76,299
Income tax expense (benefit) $ 19,166 5,813 (556 ) 3,220 27,643
Extraordinary loss on early extinguishment of debt, net $ 13,672 13,672
Identifiable assets at March 31, 1998 $ 1,221,579 662,634 654,449 691,118 (316,503 ) 2,913,277
Fiscal year 1997
Revenues:
Outside $ 1,168,061 4,350 167,352 45,616 1,385,379
Intersegment 65,624 19,725 1,009 (86,358 )






Total revenue $ 1,168,061 69,974 187,077 46,625 (86,358 ) 1,385,379
Depreciation/amortization $ 61,822 13,785 12,040 6,717 94,364
Interest expense $ 38,579 37,462 76,041
Pretax earnings $ 34,501 20,191 18,262 10,574 83,528
Income tax expense $ 14,078 6,993 5,502 2,771 29,344
Extraordinary loss on early extinguishment of debt, net $ 2,319 2,319
Identifiable assets at March 31, 1997 $ 1,158,932 652,213 609,687 607,078 (308,916 ) 2,718,994

F-36


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

                         
United States Canada Consolidated
Geographic Area Data -


(All amounts are in U.S. $’s)

(in thousands)
Fiscal year 1999
Total revenues $ 1,522,159 29,773 1,551,932
Depreciation/ amortization $ 110,817 3,285 114,102
Interest expense $ 73,641 17 73,658
Income tax expense $ 35,101 35,101
Identifiable assets at March 31, 1999 $ 3,046,247 41,256 3,087,503
Fiscal year 1998
Total revenues $ 1,393,542 31,067 1,424,609
Depreciation/ amortization $ 111,072 2,750 113,822
Interest expense $ 79,340 29 79,369
Income tax expense $ 27,643 27,643
Extraordinary loss $ 13,672 13,672
Identifiable assets at March 31, 1998 $ 2,863,416 49,861 2,913,277
Fiscal year 1997
Total revenues $ 1,356,424 28,955 1,385,379
Depreciation/ amortization $ 91,920 2,444 94,364
Interest expense $ 76,016 25 76,041
Income tax expense $ 29,344 29,344
Extraordinary loss $ 2,319 2,319
Identifiable assets at March 31, 1997 $ 2,674,603 44,391 2,718,994

22.  Subsequent Events

      On May 4, 1999, AMERCO declared a cash dividend of $3,241,000 ($0.53125 per preferred share) to the Series A preferred stockholders of record as of May 14, 1999.

      In June 1999, AMERCO paid a cash dividend of $465,000 ($18.60 per preferred share) to the Series B preferred stockholder.

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

F-37


AMERCO AND CONSOLIDATED SUBSIDIARIES

Consolidated Balance Sheets

                       
September 30, March 31,
1999 1999


(unaudited)
(in thousands, except
share and per share data)
Assets
Cash and cash equivalents $ 49,635 44,505
Trade receivables, net 168,156 173,050
Notes and mortgage receivables, net 234,892 217,910
Inventories, net 76,328 80,159
Prepaid expenses 9,213 16,363
Investments, fixed maturities 881,394 900,995
Investments, other 199,007 181,892
Deferred policy acquisition costs 71,781 63,283
Other assets 118,430 114,522


Property, plant and equipment, at cost:
Land 197,002 196,960
Buildings and improvements 821,578 806,421
Furniture and equipment 241,468 234,894
Rental trailers and other rental equipment 203,718 186,660
Rental trucks 1,004,197 992,418


2,467,963 2,417,353
Less accumulated depreciation 1,149,666 1,122,529


Total property, plant and equipment 1,318,297 1,294,824


Total Assets $ 3,127,133 3,087,503


Liabilities and Stockholders’ Equity
Liabilities:
Accounts payable and accrued expenses $ 164,556 169,185
Notes and loans payable 1,087,377 1,114,748
Policy benefits and losses, claims and loss expenses payable 529,131 546,599
Liabilities from premium deposits 457,612 457,759
Cash overdraft 23,963 28,169
Other policyholders’ funds and liabilities 50,343 48,889
Deferred income 43,165 41,549
Deferred income taxes 106,898 64,580


Stockholders’ equity:
Serial preferred stock, with or without par value, 50,000,000 shares authorized —
Series A preferred stock, with no par value, 6,100,000 shares authorized; 6,100,000 issued and outstanding as of September 30, 1999 and March 31, 1999
Series B preferred stock, with no par value, 100,000 shares authorized; none and 25,000 shares issued and outstanding as of September 30, 1999 and March 31, 1999, respectively
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 as of September  30, 1999 and March 31, 1999 1,441 1,441
Common stock of $0.25 par value, 150,000,000 shares authorized; 36,487,505 shares issued as of September 30, 1999 and March 31, 1999 9,122 9,122
Additional paid-in capital 274,905 299,905
Accumulated other comprehensive income (22,159 ) (17,740 )
Retained earnings 780,596 703,322


1,043,905 996,050
Less:
Cost of common shares in treasury, net (19,635,913 shares as of September 30, 1999 and March 31, 1999) 363,533 363,533
Unearned employee stock ownership plan shares 16,284 16,492


Total stockholders’ equity 664,088 616,025
Contingent liabilities and commitments


Total Liabilities and Stockholders’ Equity $ 3,127,133 3,087,503


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

F-38


AMERCO AND CONSOLIDATED SUBSIDIARIES

Consolidated Statements of Earnings

                     
Six months ended
September 30,

1999 1998


(unaudited)
(in thousands, except
share and per share data)
Revenues
Rental revenue $ 643,030 598,901
Net sales 110,121 107,567
Premiums 107,803 96,223
Net investment and interest income 41,027 35,286


Total revenues 901,981 837,977
Costs and expenses
Operating expense 465,443 448,574
Cost of sales 62,734 62,909
Benefits and losses 84,015 79,991
Amortization of deferred acquisition costs 16,458 8,799
Lease expense 64,212 56,532
Depreciation, net 38,551 31,902


Total costs and expenses 731,413 688,707
Earnings from operations 170,568 149,270
Interest expense 39,815 36,635


Pretax earnings 130,753 112,635
Income tax expense (46,319 ) (39,234 )


Net earnings $ 84,434 73,401


Earnings per common share:
Basic $ 3.53 2.93
Diluted $ 3.46


Weighted average common shares outstanding:
Basic 21,958,826 21,930,301
Diluted 22,542,159


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

F-39


AMERCO AND CONSOLIDATED SUBSIDIARIES

Consolidated Statement of Changes in Stockholders’ Equity

               
Six months ended
September 30,
1999

(unaudited)
(in thousands,
except share and
per share data)
Series A common stock of $0.25 par value:
10,000,000 shares authorized, 5,762,495 shares issued as of September 30, 1999
Beginning and end of period $ 1,441

Common stock of $0.25 par value:
150,000,000 shares authorized, 36,487,505 shares issued as of September 30, 1999
Beginning and end of period 9,122

Additional paid-in capital:
Beginning of period 299,905
Preferred stock repurchase 25,000

End of period 274,905

Accumulated other comprehensive income:
Beginning of period (17,740 )
Foreign currency translation 2,605
Fair market value of cash flow hedge 1,497
Unrealized loss on investments (8,521 )

End of period (22,159 )

Retained earnings:
Beginning of period 703,322
Net earnings 84,434
Preferred stock dividends paid:
Series A ($1.06 per share) (6,481 )
Series B ($27.14 per share) (679 )

End of period 780,596

Less Treasury stock:
Beginning and end of period 363,533

Less Unearned employee stock ownership plan shares:
Beginning of period 16,492
Purchase of shares 2
Repayments from loan (210 )

End of year 16,284

Total stockholders’ equity $ 664,088

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

F-40


AMERCO AND CONSOLIDATED SUBSIDIARIES

Consolidated Statements of Comprehensive Income

Six months ended September 30,

(Unaudited)
                       
1999 1998


(in thousands)
Comprehensive Income:
Net earnings $ 84,434 $ 73,401
Changes in other comprehensive income:
Foreign currency translation 2,605 (5,496 )
Fair market value of cash flow hedge 1,497
Unrealized loss on investments (8,521 ) (762 )


Total Comprehensive Income $ 80,015 $ 67,143


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

F-41


AMERCO AND CONSOLIDATED SUBSIDIARIES

Consolidated Statements of Earnings

                     
Quarters ended
September 30,

1999 1998


(unaudited)
(in thousands, except
share and per share data)
Revenues
Rental revenue $ 337,464 317,488
Net sales 52,481 51,254
Premiums 51,727 57,793
Net investment and interest income 20,899 17,698


Total revenues 462,571 444,233
Costs and expenses
Operating expense 243,403 238,274
Cost of sales 31,360 30,214
Benefits and losses 40,306 44,411
Amortization of deferred acquisition costs 9,908 4,188
Lease expense 32,816 29,570
Depreciation, net 19,772 14,329


Total costs and expenses 377,565 360,986
Earnings from operations 85,006 83,247
Interest expense 19,617 17,984


Pretax earnings 65,389 65,263
Income tax expense (23,262 ) (23,092 )


Net earnings $ 42,127 42,171


Earnings per common share:
Basic $ 1.77 1.71
Diluted $ 1.76


Weighted average common shares outstanding:
Basic 21,964,452 21,935,854
Diluted 22,131,119


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

F-42


AMERCO AND CONSOLIDATED SUBSIDIARIES

Consolidated Statements of Cash Flows

                     
Six months ended
September 30,

1999 1998


(unaudited)
(in thousands)
Cash flows from operating activities:
Net earnings $ 84,434 73,401
Depreciation and amortization 63,799 47,676
Provision for losses on accounts receivable 2,285 2,272
Net gain on sale of real and personal property (6,058 ) (1,677 )
Gain on sale of investments (378 ) (1,979 )
Changes in policy liabilities and accruals (8,376 ) (210 )
Additions to deferred policy acquisition costs (21,769 ) (17,654 )
Net change in other operating assets and liabilities 31,112 (8,148 )


Net cash provided by operating activities 145,049 93,681


Cash flows from investing activities:
Purchases of investments:
Property, plant and equipment (182,680 ) (190,031 )
Fixed maturities (62,530 ) (113,073 )
Preferred stock (369 ) (15,500 )
Mortgage loans (8,395 ) (1,246 )
Proceeds from sale of investments:
Property, plant and equipment 120,403 129,258
Fixed maturities 66,219 110,366
Preferred stock 903 658
Real estate 733 4,749
Mortgage loans 6,194 9,710
Changes in other investments (15,978 ) 5,063


Net cash used by investing activities (75,500 ) (60,046 )


Cash flows from financing activities:
Net change in short-term borrowings (147,335 ) 19,000
Proceeds from notes 150,000
Debt issuance costs (1,228 ) (378 )
Leveraged Employee Stock Ownership Plan:
Purchase of shares (2 ) (2 )
Repayments from loan 210 186
Principal payments on notes (30,036 ) (46,341 )
Repurchase of preferred stock (25,000 ) (25,000 )
Net change in cash overdraft (4,205 ) 3,610
Preferred stock dividends paid (7,160 ) (9,247 )
Investment contract deposits 31,856 39,257
Investment contract withdrawals (31,519 ) (32,176 )


Net cash used by financing activities (64,419 ) (51,091 )


Increase (decrease) in cash and cash equivalents 5,130 (17,456 )
Cash and cash equivalents at beginning of period 44,505 31,606


Cash and cash equivalents at end of period $ 49,635 14,150


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

F-43


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 1999, March 31, 1999 and September 30, 1998
(Unaudited)

1.  Summary of Significant Accounting Policies

Organization

      AMERCO, a Nevada corporation (AMERCO), is the holding company for U-Haul International, Inc. (U-Haul), Amerco Real Estate Company (Real Estate), Republic Western Insurance Company (Republic) and Oxford Life Insurance Company (Oxford).

Principles of Consolidation

      The consolidated financial statements include the accounts of the parent corporation, AMERCO, and its wholly-owned subsidiaries. All material intercompany accounts and transactions of AMERCO and its subsidiaries have been eliminated. The financial statements and notes are presented as permitted by Form 10-Q and do not contain certain information included in AMERCO’s annual financial statements and notes.

      The consolidated balance sheet as of September 30, 1999 and the related consolidated statements of earnings for the three and six months ended September 30, 1999 and 1998, and the related consolidated statements of changes in stockholders’ equity for the six months ended September 30, 1999 and the consolidated statements of comprehensive income and cash flows for the six months ended September 30, 1999 and 1998 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 materially affect the consolidated financial position or results of operations for the financial statements presented herein.

      Certain reclassifications have been made to the financial statements for the six months ended September 30, 1998 to conform with the current year’s presentation.

2.  Investments

      A comparison of amortized cost to market for fixed maturities is as follows:

                                         
Par Value Gross Gross Estimated
or number Amortized unrealized unrealized market
of shares cost gains losses value





(in thousands)
June 30, 1999
Consolidated Held-to-Maturity
U.S. treasury securities and government obligations $ 20,434 $ 19,752 178 (221 ) 19,709
U.S. government agency mortgage-backed securities $ 21,581 21,491 189 (176 ) 21,504
Obligations of states and political subdivisions $ 1,500 1,517 96 1,613
Corporate securities $ 105,957 106,888 1,782 (695 ) 107,975
Mortgage-backed securities $ 39,508 38,245 653 (223 ) 38,675
Redeemable preferred stocks 4,811 116,253 305 (4,244 ) 112,314




304,146 3,203 (5,559 ) 301,790




F-44


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)
                                           
Par Value Gross Gross Estimated
or number Amortized unrealized unrealized market
of shares cost gains losses value





(in thousands)
June 30, 1999
Consolidated Available-for-Sale
U.S. treasury securities and government obligations $ 34,685 35,511 1,425 (633 ) 36,303
U.S. government agency mortgage-backed securities $ 38,325 38,026 522 (189 ) 38,359
Obligations of states and political subdivisions $ 12,485 12,598 572 (80 ) 13,090
Corporate securities $ 420,862 423,282 5,932 (8,621 ) 420,593
Mortgage-backed securities $ 35,162 34,911 1,194 (70 ) 36,035
Redeemable preferred stocks 1,313 32,734 921 (787 ) 32,868




577,062 10,566 (10,380 ) 577,248




Total $ 881,208 13,769 (15,939 ) 879,038




3.  Summarized Consolidated Financial Information of Insurance Subsidiaries

      A summarized consolidated balance sheet for Republic is presented below:

                   
June 30,

1999 1998


(in thousands)
Investments, fixed maturities $ 408,273 431,983
Investments, other 27,761 22,829
Receivables 111,227 139,927
Deferred policy acquisition costs 11,710 6,116
Due from affiliate 26,247 23,533
Deferred federal income taxes 11,477 17,244
Other assets 25,744 8,588


Total assets $ 622,439 650,220


Policy liabilities and accruals $ 328,114 380,188
Unearned premiums 46,260 47,562
Other policyholders’ funds and liabilities 34,515 22,891


Total liabilities 408,889 450,641
Stockholder’s equity 213,550 199,579


Total liabilities and stockholder’s equity $ 622,439 650,220


F-45


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

      A summarized consolidated income statement for Republic is presented below:

                                   
Quarter ended Six months ended
June 30, June 30,


1999 1998 1999 1998




(in thousands)
Premiums $ 30,775 42,534 64,568 65,261
Net investment income 8,182 9,241 16,334 18,242




Total revenue 38,957 51,775 80,902 83,503
Benefits and losses 25,428 36,497 53,713 56,540
Amortization of deferred policy acquisition costs 3,622 600 6,832 2,401
Operating expenses 6,922 10,383 15,381 18,044




Total expenses 35,972 47,480 75,926 76,985
Income from operations 2,985 4,295 4,976 6,518
Federal income tax expense (939 ) (1,335 ) (1,566 ) (1,960 )




Net income $ 2,046 2,960 3,410 4,558




      A summarized consolidated balance sheet for Oxford is presented below:

                   
June 30,

1999 1998


(in thousands)
Investments, fixed maturities $ 473,121 470,371
Investments, other 152,577 109,225
Receivables 35,375 33,543
Deferred policy acquisition costs 60,071 47,132
Other assets 26,659 29,589


Total assets $ 747,803 689,860


Policy liabilities and accruals $ 151,401 139,224
Premium deposits 457,612 429,730
Other policyholders’ funds and liabilities 19,351 19,475
Deferred federal income taxes 19,413 11,047
Due to affiliate 9,324 307


Total liabilities 657,101 599,783
Stockholder’s equity 90,702 90,077


Total liabilities and stockholder’s equity $ 747,803 689,860


F-46


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

      A summarized consolidated income statement for Oxford is presented below:

                                   
Quarter ended Six months ended
June 30, June 30,


1999 1998 1999 1998




(in thousands)
Premiums $ 22,095 20,284 47,207 36,302
Net investment income 4,624 5,045 10,138 9,440




Total revenue 26,719 25,329 57,345 45,742
Benefits and losses 14,878 12,327 30,302 23,451
Amortization of deferred policy acquisition costs 6,286 3,588 9,626 6,398
Operating expenses 2,949 6,442 10,951 9,140




Total expenses 24,113 22,357 50,879 38,989
Income from operations 2,606 2,972 6,466 6,753
Federal income tax expense (911 ) (826 ) (2,172 ) (2,088 )




Net income $ 1,695 2,146 4,294 4,665




      In December 1998, North American Fire & Casualty Insurance Company was sold to Republic.

4.  Accumulated Other Comprehensive Income

      A summary of accumulated comprehensive income components follows:

                                   
Unrealized Fair market Accumulated
Foreign gain (loss) value of other
currency on cash flow comprehensive
translation investments hedge income




(in thousands)
Balance at March 31, 1999 $ (25,411 ) 11,302 (3,631 ) (17,740 )
Foreign currency translation 2,605 2,605
Fair market value of cash flow hedge, net of taxes of $806 1,497 1,497
Unrealized gain (loss) on investments, net of taxes of $4,048 (8,521 ) (8,521 )




Balance at September 30, 1999 $ (22,806 ) 2,781 (2,134 ) (22,159 )




Balance at March 31, 1998 $ (18,675 ) 9,291 (9,384 )
Foreign currency translation (5,496 ) (5,496 )
Unrealized gain (loss) on investments, net of taxes of $404 (762 ) (762 )




Balance at September 30, 1998 $ (24,171 ) 8,529 (15,642 )




5.  Contingent Liabilities and Commitments

      During the six months ended September 30, 1999, a subsidiary of U-Haul entered into ten transactions and has subsequently entered into one transaction, whereby AMERCO sold rental trucks and subsequently leased back. AMERCO has guaranteed $15,379,000 of residual values at September 30, 1999 and an additional $2,157,000 subsequent to September 30, 1999 for these assets at the end of the

F-47


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

respective lease terms. Following are the lease commitments for the leases executed during the six months ended September 30, 1999, and subsequently which have a term of more than one year (in thousands):

                         
Net activity
Year ended Lease subsequent to
March 31, Commitments period end Total




2000 $ 7,741 650 8,391
2001 11,199 1,417 12,616
2002 11,199 1,417 12,616
2003 11,199 1,417 12,616
2004 11,199 1,417 12,616
Thereafter 25,856 3,604 29,460



$ 78,393 9,922 88,315



      In the normal course of business, AMERCO is a defendant in a number of suits and claims. AMERCO 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 AMERCO, individually or in the aggregate are expected to result in a material loss.

6.  Supplemental Cash Flows Information

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

                 
Six months ended
September 30,

1999 1998


(in thousands)
Receivables $ (2,917 ) (25,092 )


Inventories $ 3,831 (6,349 )


Accounts payable and accrued liabilities $ (8,595 ) (12,195 )


      Income taxes paid in cash amounted to $505,000 and $820,000 for the six months ended September 30, 1999 and 1998, respectively.

      Interest paid in cash amounted to $34,321,000 and $36,921,000 for the six months ended September 30, 1999 and 1998, respectively.

F-48


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

7.  Earnings per Share

      The following table reflects the calculation of the earnings per share:

                             
Weighted Average
Common Shares
Income Outstanding Per Share
(Numerator) (Denominator) Amount



(in thousands, except share and per share data)
Quarter ended September 30, 1999:
Earnings from operations $ 42,127
Less dividends on preferred shares 3,313

Basic earnings per common share 38,814 21,964,452 $ 1.77
Effect of dilutive securities —
Series B preferred shares 72 166,667


Diluted earnings per common share 38,886 22,131,119 $ 1.76



Quarter ended September 30, 1998:
Earnings from operations $ 42,171
Less dividends preferred shares 4,586

Basic and diluted earnings per common share 37,585 21,935,854 $ 1.71



Six months ended September 30, 1999:
Earnings from operations $ 84,434
Less dividends on preferred shares 7,018

Basic earnings per common share 77,416 21,958,826 $ 3.53
Effect of dilutive securities —
Series B preferred shares 537 583,333


Diluted earnings per common share 77,953 22,542,159 $ 3.46



Six months ended September 30, 1998:
Earnings from operations $ 73,401
Less dividends on preferred shares 9,073

Basic and diluted earnings per common share 64,328 21,930,301 $ 2.93



8.  Related Parties

      During the six months ended September 30, 1999, a subsidiary of U-Haul held various senior and junior notes with SAC Holding Corporation and its subsidiaries (SAC Holdings). The voting common stock of SAC Holdings is held by Mark V. Shoen, a major stockholder of AMERCO.

      U-Haul’s subsidiary received interest payments of $8,610,000 from SAC Holdings during the six months ended September 30, 1999. The terms of the notes receivable with SAC Holdings are consistent with the terms of notes receivable held by U-Haul for other properties owned by unrelated parties and managed by U-Haul.

      U-Haul currently manages the properties owned by SAC Holdings pursuant to a management agreement, under which U-Haul receives a management fee equal to 6% of the gross receipts from the properties. Management fees of $2,269,000 and $1,074,000 were received during the six months ended

F-49


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

September 30, 1999 and 1998, respectively. The management fee percentage is consistent with the fees received by U-Haul for other properties owned by unrelated parties and managed by U-Haul.

      During the six months ended September 30, 1999, a subsidiary of AMERCO funded through a note receivable the purchase of properties and construction costs for SAC Holdings of approximately $21,580,000.

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

9.  New Accounting Standards

      During fiscal 1999, AMERCO adopted Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities”. As of September 30, 1999, AMERCO recorded an after tax adjustment of $1,497,000 to accumulated other comprehensive income recognizing the fair value of derivatives designated as cash flow hedges. AMERCO uses interest rate swap agreements to potentially mitigate the impact of changes in interest rates on its variable rate debt. For the six months ended September 30, 1999, AMERCO recognized $15,000 as interest income, representing the ineffectiveness of the cash flow hedging activity.

      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 AMERCO.

10.  Industry Segment and Geographic Area Data

      Industry Segment Data — AMERCO has four industry segments represented by Moving and Storage Operations (U-Haul), Real Estate, Property and Casualty Insurance (Republic) and Life Insurance (Oxford).

      Information concerning operations by industry segment follows:

                                                   
Moving Property/ Adjustments
and Storage Real Casualty Life and
Operations Estate Insurance Insurance Eliminations Consolidated






(in thousands)
Six months ended September  30, 1999
Revenues:
Outside $ 761,710 5,996 77,552 56,723 901,981
Intersegment 35,298 3,350 622 (39,270 )






Total revenue $ 761,710 41,294 80,902 57,345 (39,270 ) 901,981
Depreciation/ amortization $ 40,416 5,041 6,985 11,357 63,799
Interest expense $ 39,815 20,273 (20,273 ) 39,815
Pretax earnings $ 105,395 13,916 4,976 6,466 130,753
Income tax $ 37,710 4,871 1,566 2,172 46,319
Identifiable assets $ 1,400,884 708,010 622,439 738,479 (342,679 ) 3,127,133

F-50


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)
                                                   
Moving Property/ Adjustments
and Storage Real Casualty Life and
Operations Estate Insurance Insurance Eliminations Consolidated






(in thousands)
Six months ended September  30, 1998
Revenues:
Outside $ 711,593 2,479 78,752 45,153 837,977
Intersegment 36,207 4,751 589 (41,547 )






Total revenue $ 711,593 38,686 83,503 45,742 (41,547 ) 837,977
Depreciation/ amortization $ 27,826 5,750 3,438 10,662 47,676
Interest expense $ 36,635 20,132 (20,132 ) 36,635
Pretax earnings $ 89,508 9,856 6,518 6,753 112,635
Income tax $ 31,736 3,450 1,960 2,088 39,234
Identifiable assets $ 1,270,602 651,747 650,220 689,553 (330,654 ) 2,931,468
Quarter ended September 30, 1999
Revenues:
Outside $ 394,999 3,039 38,130 26,403 462,571
Intersegment 17,688 827 316 (18,831 )






Total revenue $ 394,999 20,727 38,957 26,719 (18,831 ) 462,571
Depreciation/ amortization $ 21,272 2,566 3,626 6,788 34,252
Interest expense $ 19,617 10,035 (10,035 ) 19,617
Pretax earnings $ 53,480 6,138 2,985 2,786 65,389
Income tax $ 19,263 2,149 939 911 23,262
Identifiable assets $ 1,400,884 708,010 622,439 738,479 (342,679 ) 3,127,133
Quarter ended September 30, 1998
Revenues:
Outside $ 371,122 1,032 47,053 25,026 444,233
Intersegment 18,149 4,722 303 (23,174 )






Total revenue $ 371,122 19,181 51,775 25,329 (23,174 ) 444,233
Depreciation/ amortization $ 13,305 2,516 1,414 7,389 24,624
Interest expense $ 17,984 10,076 (10,076 ) 17,984
Pretax earnings $ 52,603 5,393 4,295 2,972 65,263
Income tax $ 19,041 1,890 1,335 826 23,092
Identifiable assets $ 1,270,602 651,747 650,220 689,553 (330,654 ) 2,931,468

F-51


AMERCO AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)
                                                 
Six months ended Quarter ended


Geographic Area Data - United United
(All amounts are in U.S. $’s) States Canada Consolidated States Canada Consolidated







(in thousands)
September 30, 1999
Total revenues $ 881,127 20,854 901,981 451,002 11,569 462,571
Depreciation/ amortization $ 62,099 1,700 63,799 33,347 905 34,252
Interest expense $ 39,804 11 39,815 19,614 3 19,617
Income tax $ 46,319 46,319 23,262 23,262
Identifiable assets $ 3,082,969 44,164 3,127,133 n/a n/a n/a
 
September 30, 1998
Total revenues $ 819,566 18,411 837,977 434,519 9,714 444,233
Depreciation/ amortization $ 46,038 1,638 47,676 23,926 698 24,624
Interest expense $ 36,628 7 36,635 17,983 1 17,984
Income tax $ 39,234 39,234 23,092 23,092
Identifiable assets $ 2,892,406 39,062 2,931,468 n/a n/a n/a

11.  Subsequent Events

      On November 1, 1999, AMERCO declared a cash dividend of $3,241,000 ($0.53125 per preferred share) to preferred stockholders of record as of November 11, 1999.

F-52


Prospectus

[UHAUL LOGO]

AMERCO

$500,000,000

Debt Securities

AMERCO

1325 Airmotive Way, Suite 100
Reno, Nevada 89502-3239
(775) 688-6300

We are a holding company for U-Haul International, Inc., Republic Western Insurance Company, Oxford Life Insurance Company, and Amerco Real Estate Company. U-Haul comprises greater than 80% of our total revenue and is our most notable business. The trading symbol for our common stock on the NASDAQ is “UHAL.” We do not expect any of these debt securities to officially trade in any public market.

* We may use this prospectus from time to time to offer senior and subordinated unsecured debt securities in one or more series.
 
* The debt securities will be issued under the terms of two indentures and applicable supplemental indentures, which are described in this prospectus.
 
* Specific terms of these debt securities will be set forth in a supplement to this prospectus.
 
* The total of all debt securities offered will not exceed $500,000,000.
 
* We may sell debt securities directly to purchasers, through underwriters, dealers or agents or through any combination of these methods.
 
* A supplement to this prospectus will name any underwriters, dealers or agents involved in the sale of our debt securities and describe their compensation.


This investment involves a high degree of risk. Before making an investment in our debt securities, you should carefully consider certain risks described in “Risk Factors” beginning on page 7.

This prospectus may not be used to consummate a sale of debt securities unless accompanied by a prospectus supplement applicable to such debt securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.


March 16, 1999


ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission utilizing a “shelf” registration process. Under this shelf process, we may, over the next two years, use the registration statement and the shelf process to sell any combination of the debt securities described in this prospectus in one or more offerings up to a total dollar amount of $500,000,000. This prospectus provides you with a general description of the debt securities we may offer. Each time we sell debt securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. It is important for you to carefully read both this prospectus and any prospectus supplement together with additional information described under the heading “Where You Can Find More Information” in making your investment decision.

For more detail, you should read the exhibits filed with our registration statement.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports and other information with the SEC. Our SEC filings are available to the public over the internet at the SEC’s web site at http://www.sec.gov. You may also read and copy any document we file at the SEC’s public reference rooms in Washington, D.C., New York, New York, and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms.

The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we or the underwriters sell all of the securities that we have registered.

* Annual Report on Form 10-K for the fiscal year ended March 31, 1998; and
 
* Quarterly Reports on Form 10-Q for the quarters ended June 30, 1998, September 30, 1998, and December 31, 1998.

You may request a copy of these filings at no cost by writing or telephoning us at the following address:

AMERCO — Investor Relations

1325 Airmotive Way, Suite 100
Reno, Nevada 89502-3239
telephone: (775) 688-6300

Additionally, our summary quarterly financial reports can be found on our home page on the Internet at: http://www.uhaul.com. Such information, however, will not be deemed to be incorporated by reference in this prospectus.

1


You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

2


SPECIAL NOTE OF CAUTION REGARDING

FORWARD-LOOKING STATEMENTS

Certain statements in (a) this prospectus under the caption “Risk Factors,” (b) any applicable prospectus supplement and (c) the documents incorporated by reference into this prospectus may constitute “forward-looking statements” within the meaning of federal securities laws. Forward-looking statements are based on our management’s beliefs, assumptions, and expectations of our future economic performance, taking into account the information currently available to them. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties that may cause our actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial condition we express or imply in any forward-looking statements. Some of the important factors that could cause our actual results, performance or financial condition to differ materially from our expectations are:

* Fluctuations in our costs to maintain and update our fleet and facilities;
 
* Changes in government regulations, particularly environmental regulations;
 
* Changes in demand for our products;
 
* Changes in the general domestic economy;
 
* Degree and nature of our competition; and
 
* Other factors described in this prospectus, any prospectus supplement or the documents we file with the SEC and incorporate by reference into this prospectus.

When used in our documents or oral presentations, the words “anticipate,” “estimate,” “expect,” “objective,” “projection,” “forecast,” “goal” or similar words are intended to identify forward-looking statements. We qualify any such forward-looking statements entirely by these cautionary factors.

3


ABOUT AMERCO

General Information

AMERCO owns all of the stock of our principal subsidiary, U-Haul International, Inc. U-Haul rental operations represented over 80% of our total revenue for each of the past five (5) fiscal years ended March 31, 1998. We also own all the stock of Republic Western Insurance Company, Oxford Life Insurance Company, and Amerco Real Estate Company. Throughout this prospectus, unless otherwise indicated, AMERCO and references to “we,” “our,” “ours” and “us” includes all of our subsidiaries. Our principal executive offices are located at 1325 Airmotive Way, Suite 100, Reno, Nevada 89502, and our telephone number is (775) 688-6300.

U-HAUL OPERATIONS

*          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 which include the sale of moving items or moving materials (such as boxes, tape, and packaging materials). Our do-it-yourself moving business operates under the U-Haul name through an extensive and geographically diverse distribution network of approximately 1,100 company-owned U-Haul centers and approximately 15,000 independent dealers throughout the United States and Canada. We believe that we have more moving equipment rental locations than our two largest competitors combined. The U-Haul rental equipment fleet consists of 92,900 trucks, 79,600 trailers, and 18,300 tow dollies. Additionally, U-Haul sells related products (such as boxes, tape, and packaging materials).

*          Self-Storage Rental Operations

U-Haul entered the self-storage business in 1974 and offers for rent more than 27.2 million square feet of self-storage space through over 800 company-owned or managed storage locations. We believe we are the second largest self-storage operator (in terms of square feet) in the industry. We believe our self-storage operations are complementary to the do-it-yourself moving business. All of our self-storage space is located at or near one or more U-Haul centers or independent U-Haul dealers.

4


INSURANCE OPERATIONS

*          Republic Western

Republic Western originates and reinsures property and casualty type insurance products for independent third parties, U-Haul customers, and U-Haul. Republic Western’s principal strategy is to capitalize on its knowledge of insurance products aimed at the moving and rental markets. Approximately 29.8% of Republic Western’s written premiums relate to insurance underwriting activities involving affiliates of AMERCO. Approximately 90.8% of Republic Western’s invested assets are in investment grade (NAIC-2 or greater) fixed income securities. Republic Western is rated “A+-VIII” by A.M. Best.

* Oxford

Oxford primarily reinsures life, health, and annuity insurance products and administers our self-insured employee health plan. Approximately 2.9% of Oxford’s premium revenues are from business with affiliates of AMERCO. Approximately 91.4% 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.

REAL ESTATE OPERATIONS

*          Amerco Real Estate

Amerco Real Estate owns or actively manages over 1,150 properties throughout the United States and Canada. In addition to its U-Haul operations, Amerco Real Estate actively seeks to lease or dispose of our surplus properties.

5


The following chart represents the corporate structure of the major operating subsidiaries of AMERCO:

Corporate Structure Flow Chart of Amerco

THE OFFERING

We may offer and sell from time to time, in one or more series, unsecured senior or subordinated debt securities, which may consist of notes, debentures or other evidences of indebtedness.

The total initial offering prices of the debt securities we may offer and sell pursuant to this prospectus and supplements to it will not be greater than $500,000,000 (or the equivalent amount in a foreign currency or currency unit at the time of sale). We will offer these securities in amounts, at prices and on terms that we determine in light of market conditions at the time of sale and specify in a prospectus supplement.

6


RISK FACTORS

*          Highly Competitive Industry

The truck rental industry is highly competitive and includes a number of significant national and hundreds of regional and local competitors. Competition is generally based on price, product quality, convenience, availability, brand name recognition and service. Competition could adversely affect AMERCO’s operating results by forcing us to reduce prices or delay price increases.

*           Management’s Discretion as to Use of Proceeds

We will use the net proceeds from the sale of the debt securities in the manner set forth in the prospectus supplement relating to each offering of the debt securities. Consequently, our Board of Directors and management will have broad discretion in allocating the net proceeds of this offering.

*          Control by Certain Existing Stockholders

Edward J. Shoen, Chairman of the Board and President of AMERCO, James P. Shoen, Vice President and a Director of AMERCO, and Mark V. Shoen, President of U-Haul Phoenix Operations collectively own 9,205,476 shares (approximately 40.1%) of the outstanding common stock of AMERCO. 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. In addition, 2,849,124 shares (approximately 12.6%), including shares allocated to employees and unallocated shares, are held by the AMERCO Employee Savings and Employee Stock Ownership Trust.

*           Environmental Matters

Compliance with environmental requirements of federal, state and local governments significantly affects AMERCO’s business. Among other things, these requirements regulate the discharge of materials into the water, air and land and govern the use and disposal of hazardous substances. Under environmental laws, AMERCO can be held strictly liable for hazardous substances that are found on real property AMERCO has owned or operated. AMERCO is aware of issues regarding hazardous substances on some of our real estate and AMERCO has put in place a remedial plan at each site where we believe such a plan is necessary. AMERCO regularly makes capital and operating expenditures to stay in compliance with environmental laws. In particular, AMERCO has managed a testing and removal program since 1988 for our underground storage tanks. Under this program, AMERCO has removed over 3,000 tanks at a total cost of $39.0 million since April 1988. As of December 31, 1998, AMERCO has twelve known sites containing thirteen known underground storage tanks. Despite these compliance efforts, risk of environmental liability is part of the nature of our business. AMERCO cannot assure you that environmental liabilities, including compliance and remediation costs, will not have a material adverse effect on AMERCO in the future. In addition, future events may lead to additional compliance or other costs that could have a material adverse effect on AMERCO. Such future events could include changes in, or new interpretations of, existing laws or enforcement policies. For more information regarding AMERCO’s environmental matters,

7


see “Item 1. Business — Moving and Storage Operations — Environmental Matters” in AMERCO’s Form 10-K.

* Year 2000 Disclosure

AMERCO is and has been working since 1997 to identify and complete the changes necessary to our existing computerized business systems to make these systems compliant for Year 2000 processing. The Year 2000 processing problem is caused by currently installed computer systems and software products, including several used by AMERCO, being coded to accept only the last two digit entries in the date code field instead of four digits to indicate the year. Such programs may interpret the year 2000 to mean 1900 instead, producing erroneous information or date-related computer failures.

AMERCO’s date reliance functions related to the Year 2000 and beyond, such as rental transaction processing and financial systems, may be adversely affected unless these computer systems are or become Year 2000 compliant. Replacing, upgrading or modifying key financial systems has been on-going in the normal course of business. AMERCO is utilizing both internal and external resources to identify, correct, reprogram and test our systems for Year 2000 compliance. In particular, AMERCO has an outside consulting firm on-site currently making the Year 2000 compliance related modifications to existing systems. The assessment phase is complete for information technology. AMERCO’s internal information technology conversion phase is underway, with the testing phase going on at the same time.

AMERCO is also assessing our non-information technology items for Year 2000 compliance, such as rental vehicles and storage facilities security systems.

AMERCO is communicating with our major business partners to determine the efforts being made on their part for compliance. Critical vendors with electronic data interchange will be scheduled for testing between January and March of 1999, with other vendor testing to be scheduled during the remainder of the calendar year 1999. There can be no assurance AMERCO will not be adversely affected by the failure of others to become Year 2000 compliant. For example, AMERCO may be affected by, among other things, the failure of inventory suppliers, credit card processors, security companies or other vendors and service providers to become Year 2000 compliant.

AMERCO expects to be Year 2000 compliant by the fall of calendar year 1999. Initially, the budget was $2.0 million; as the conversion process continues, we now anticipate an additional $0.8 million may be incurred. Through December 31, 1998, $1.4 million has been incurred. AMERCO is accelerating the replacement of our payroll system due to year 2000 non-compliance at an estimated cost of $0.3 million to be incurred starting in June 1999. AMERCO has not deferred any major computer programming or update projects due to Year 2000 efforts. Although AMERCO believes we will achieve compliance on a timely basis, no assurance can be given that AMERCO’s computer systems will be Year 2000 compliant by the fall of 1999 or otherwise in a timely manner or that AMERCO will not incur significant additional costs pursuing Year 2000 compliance. If the appropriate modifications are not made, or are not timely, the Year 2000 problem may have a material adverse effect on AMERCO.

8


AMERCO considers our most reasonably likely worst case scenario to be if a business partner is not Year 2000 compliant. AMERCO is in the process of developing and refining contingency plans to be used if a business partner is not compliant. The contingency plans will include processing of rental transactions, payments to employees and vendors, licensing of equipment, preparation of financial statements and the movement of funds. It is anticipated that the contingency plans will be completed by the end of March of 1999, with refinement continuing until the year 2000.

Despite AMERCO’s efforts to date, there can be no assurance that the Year 2000 problem will not have a material adverse effect on AMERCO in the future.

USE OF PROCEEDS

The use of proceeds from the sale of the debt securities will be set forth in a prospectus supplement relating to each offering of debt securities.

9


RATIO OF EARNINGS TO FIXED CHARGES

The following table shows AMERCO’s ratio of earnings to fixed charges for the periods indicated. For purposes of computing the ratio of earnings to fixed charges, “earnings” consists of pretax earnings from operations plus total fixed charges excluding interest capitalized during the period, and “fixed charges” consists of interest expense, capitalized interest, amortization of debt expense and discounts, and one-third of the our annual rental expense (which we believe is a reasonable approximation of the interest factor of these rentals). The ratio for the nine months ended on December 31, 1998 may be different from the ratio for fiscal 1999 because, among other reasons, U-Haul rental operations are seasonal and proportionally more of our earnings are generated in the first and second quarters of each fiscal year.

                                             
NINE MONTHS
ENDED
DECEMBER 31, FISCAL YEAR ENDED MARCH 31,


1998 1998 1997 1996 1995 1994






2.36 1.66 1.74 2.01 1.99 1.67

For more information on AMERCO’s ratio of earnings to fixed charges, see Exhibit 12 to the registration statement and the section called “Where You Can Find More Information.”

DESCRIPTION OF DEBT SECURITIES

The following is a description of certain general terms of the debt securities to which any prospectus supplement may relate. The particular terms of the debt securities, including the senior securities and the subordinated securities, offered by any prospectus supplement (the “Offered Securities”) and the extent, if any, to which such general provisions may apply to the debt securities so offered will be described in the prospectus supplement relating to such Offered Securities.

The senior securities are to be issued under an indenture (the “Senior Indenture”), between AMERCO and The Bank of New York, as trustee (the “Senior Trustee”). The subordinated securities are to be issued under an Indenture (the “Subordinated Indenture”) between AMERCO and The Bank of New York, as trustee (the “Subordinated Trustee,” together with the Senior Trustee, the “Trustees”). The Senior Indenture and the Subordinated Indenture (collectively, the “Indentures”) are exhibits to the registration statement. The following summaries of certain provisions of the Indentures do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of the Indentures, including the definitions therein of certain terms. Because this is a summary, it does not contain all the information that may be important to you. You should read each of the applicable Indentures in their entirety, including the definitions of certain terms, and the applicable prospectus supplement before you make any investment decision. Wherever particular provisions or defined terms of the Indentures are referred to, such provisions or defined terms are incorporated herein by reference. Certain defined terms in the Indentures are capitalized herein.

10


GENERAL

Unless otherwise indicated in the prospectus supplement relating to Offered Securities, the debt securities will be unsecured obligations of AMERCO.

The Indentures do not limit the amount of Offered Securities that may be issued thereunder and provide that the Offered Securities may be issued thereunder from time to time in one or more series. All Offered Securities of one series need not be issued at the same time and, unless otherwise provided, a series may be reopened under the applicable Indenture, without the consent of any holder, for issuances of additional Offered Securities of such series. The senior securities will rank pari passu with all other unsecured and unsubordinated indebtedness of AMERCO. The subordinated securities will rank pari passu with other subordinated indebtedness of AMERCO and, together with such subordinated indebtedness, will be subordinated in right of payment to the prior payment in full of all Senior Indebtedness of AMERCO as described under “Subordinated Securities” below.

Reference is made to the prospectus supplement relating to the Offered Securities for the following terms, where applicable, of the Offered Securities:

  * the title of the Offered Securities;
 
  * any limit on the aggregate principal amount of the Offered Securities;
 
  * the ranking of such Offered Securities as senior securities or subordinated securities;
 
  * the person to whom any interest on any Offered Security will be payable, if other than the person in whose name such Offered Security (or one or more predecessor debt securities) is registered at the close of business on the regular record date for such interest;
 
  * the date or dates on which the Offered Securities will mature;
 
  * the rate or rates (which may be fixed or variable) at which the Offered Securities will bear interest, if any, and the date or dates from which such interest will accrue;
 
  * the dates on which such interest, if any, will be payable and the regular record dates for such interest payment dates;
 
  * the place or places where the principal of (and premium, if any) and interest on the Offered Securities shall be payable, where any Offered Securities may be surrendered for registration of transfer or exchange and where notices to or demand upon AMERCO may be delivered;
 
  * the period or periods within which, the price or prices at which, and the terms and conditions upon which, the Offered Securities may be redeemed in whole or in part, at the option of AMERCO;
 
  * the mandatory or optional redemption provisions applicable to the Offered Securities;

11


  * the obligation, if any, of AMERCO to redeem or purchase such Offered Securities pursuant to any sinking fund or analogous provision or at the option of a holder thereof and the period or periods within which, the price or prices at which, and the terms and conditions upon which, such Offered Securities shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
 
  * the denominations in which such Offered Securities will be issuable, if other than denominations of $1,000 and any integral multiples thereof;
 
  * the portion of the principal amount of the Offered Securities, if other than the entire principal amount thereof, payable upon acceleration of maturity thereof;
 
  * any additional restrictive covenants under the applicable Indenture;
 
  * the right of AMERCO to defease the Offered Securities or certain restrictive covenants and certain Events of Default under the Indentures;
 
  * the currency or currencies in which payment of principal and premium, if any, and interest on the Offered Securities will be payable, if other than United States dollars;
 
  * if the principal of and premium, if any, or interest, if any, on such Offered Securities is to be payable, at the election of AMERCO or a holder thereof, in a currency or currencies other than that in which such Offered Securities are stated to be payable, the currency or currencies in which payment of the principal of and premium, if any, or interest, if any, on such Offered Securities as to which such election is made will be payable and the period or periods within which, and the terms and conditions upon which, such election may be made;
 
  * any index used to determine the amount of payments of principal of and premium, if any, and interest, if any, on the Offered Securities;
 
  * if the Offered Securities will be issuable only in the form of a global note as described under “Book-Entry Securities,” the Depository or its nominee with respect to the Offered Securities, and the circumstances under which the global note may be registered for transfer or exchange in the name of a person other than the Depository or its nominee;
 
  * any additional Events of Default under the applicable Indenture; and
 
  * any other terms of the Offered Securities.

If the principal of and premium, if any, or any interest on Offered Securities of any series are payable in a foreign or composite currency, the restrictions, elections, federal income tax consequences, specific terms and other information with respect to such Offered Securities and such currency will be described in the prospectus supplement relating thereto.

Unless otherwise indicated in the prospectus supplement relating to Offered Securities, principal of and premium, if any, and interest, if any, on the Offered Securities will be

12


payable, and the Offered Securities will be exchangeable and transfers thereof will be registrable, at the office of the applicable Trustee at 101 Barclay Street, Floor 21 West, New York, New York, 10286, provided that, at the option of AMERCO, payment of interest may be made by:

  * wire transfer on the date of payment in immediately available federal funds or next day funds to an account specified by written notice to the applicable Trustee from any holder of Offered Securities;
 
  * any similar manner that such holder may designate in writing to the applicable Trustee; or
 
  * by check mailed to the address of the person entitled thereto as it appears in the security register.

Any payment of principal and premium, if any, and interest, if any, required to be made on an interest payment date, redemption date, or at maturity that is not a business day need not be made on such day, but may be made on the next succeeding business day with the same force and effect as if made on the interest payment date, redemption date, or at maturity, as the case may be, and no interest shall accrue for the period from and after such interest payment date, redemption date, or maturity.

Unless otherwise indicated in the prospectus supplement relating to Offered Securities, the debt securities will be issued only in fully registered form, without coupons, in denominations of $1,000 or any integral multiple thereof. No service charge will be made for any transfer or exchange of Offered Securities, but AMERCO may require payment of a sum sufficient to cover any tax or other government charge payable in connection therewith.

Offered Securities may be issued under the Indentures as original issue discount securities to be offered and sold at a substantial discount from their stated principal amount. In addition, under United States treasury regulations, it is possible that Offered Securities that are offered and sold at their stated principal amount would, under certain circumstances, be treated as issued at an original issue discount for federal income tax purposes. Federal income tax consequences and other special considerations applicable to any such original issue discount securities (or other debt securities treated as issued at an original issue discount) and to “investment units” will be described in the prospectus supplement relating thereto. An “original issue discount security” means any security that provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof upon the occurrence of an Event of Default and the continuation thereof.

BOOK-ENTRY SYSTEM

The debt securities will be represented by one or more permanent global notes deposited with, or on behalf of, The Depository Trust Company, as Depository under the Indentures

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and the related supplemental indentures (the “Depository”), and registered in the name of the Depository’s nominee. Except as set forth below:

  * owners of beneficial interests in a global note will not be entitled to have debt securities represented by such global note registered in their names, will not receive or be entitled to receive physical delivery of notes in definitive form and will not be considered the owners or holders thereof under the Indentures and the related Supplemental Indentures; and
 
  * each global note may be transferred, in whole and not in part, only to another nominee of the Depository or to a successor of the Depository or its nominee.

Accordingly, beneficial interests in the debt securities will be shown on, and transfers thereof will be effected only through, records maintained by the Depository and its participants. The laws of some states require certain purchasers of securities to take physical delivery thereof in definitive form. The depository arrangements described above and such laws may impair the ability to own or transfer beneficial interests in a global note.

Owners of beneficial interests in any global note will not be entitled to receive debt securities in definitive form and will not be considered holders of debt securities unless:

  * the Depository notifies AMERCO that it is unwilling or unable to continue as Depository for such global note or if at any time the Depository ceases to be a clearing agency registered under the Exchange Act;
 
  * AMERCO executes and delivers to the applicable Trustee a company order that such global note shall be so exchangeable; or
 
  * there shall have occurred and be continuing an Event of Default or an event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default with respect to the debt securities (a “Default”).

In such circumstances, upon surrender by the Depository or a successor depository of any global note, debt securities in definitive form will be issued to each person that the Depository or a successor depository identifies as the beneficial owner of the related debt securities. Upon such issuance, the applicable Trustee is required to register such debt securities in the name of, and cause such debt securities to be delivered to, such person or persons (or nominees thereof). Such debt securities would be issued in fully registered form without coupons, in denominations of $1,000 and integral multiples thereof.

The Depository is a limited-purpose trust company organized under the laws of the State of New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. The Depository was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. The Depository’s direct participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations, some of whom (and/or their representatives) own the Depository. Access to the Depository’s book-entry system is also available to others known as indirect participants, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship

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with a participant, either directly or indirectly. The Depository agrees with and represents to its participants that it will administer its book-entry system in accordance with its rules and by-laws and requirements of law.

Principal and interest payments on debt securities registered in the name of or held by the Depository or its nominee will be made to the Depository or its nominee, as the case may be, as the registered owner of the global note representing such debt securities. Under the terms of the Indentures and the related Supplemental Indentures, AMERCO and the applicable Trustee will treat the persons in whose names the debt securities are registered as the holders of such debt securities for the purpose of receiving payment of principal and interest on such debt securities and for all other purposes whatsoever. Therefore, none of AMERCO, the Trustees or any paying agent has any direct responsibility or liability for the payment of principal of or interest on the debt securities to owners of beneficial interests in any global note. The Depository has advised AMERCO and the Trustees that its current practice is to credit the accounts of participants with payments of principal or interest on the date payable in amounts proportionate to their respective holdings in principal amount of beneficial interests in a global note as shown in the records of the Depository, unless the Depository has reason to believe that it will not receive payment on such date. The Depository’s current practice is to credit such accounts, as to interest, in next-day funds and, as to principal, in same-day funds. Payments by participants and indirect participants to owners of beneficial interests in a global note will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in “street name” and will be the responsibility of the participants and indirect participants.

The Depository has advised AMERCO that it will take any action permitted to be taken by an owner or holder of debt securities only at the direction of one or more participants to whose account with the Depository such holder’s debt securities are credited. Additionally, the Depository has advised AMERCO that it will take such actions with respect to any percentage of the beneficial interest of holders who hold debt securities through participants only at the direction of and on behalf of participants whose account holders include undivided interests that satisfy any such percentage. The Depository may take conflicting actions with respect to other undivided interests to the extent that such actions are taken on behalf of participants whose account holders include such undivided interests.

SENIOR SECURITIES

Payment of the principal of, premium, if any, and interest on senior securities issued under the Senior Indenture will rank pari passu with all other unsecured and unsubordinated indebtedness of AMERCO.

SUBORDINATED SECURITIES

Payment of the principal of, premium, if any, and interest on subordinated securities issued under the Subordinated Indenture will rank pari passu with all other subordinated indebtedness of AMERCO and will be subordinate and junior in right of payment, to the extent and in the manner set forth in the Subordinated Indenture, to all Senior

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Indebtedness of AMERCO. The Subordinated Indenture does not contain any limitation on the amount of Senior Indebtedness than can be incurred by AMERCO.

The Subordinated Indenture provides that AMERCO may make no principal, interest or other payment on account of any subordinated securities or redeem, defease (other than payments made by the Subordinated Trustee pursuant to the provisions of the Subordinated Indenture described under “Defeasance”) or acquire any of the subordinated securities for cash, property or securities:

  * upon the maturity of the Designated Senior Indebtedness or any other Senior Indebtedness with an aggregate principal amount in excess of $1,000,000 unless and until all principal, premium and interest on such Senior Indebtedness and all other obligations in respect thereof are first paid in full in cash or cash equivalents or such payment is duly provided for, or unless and until any such maturity by acceleration has been rescinded or waived; or
 
  * in the event of default in the payment of any principal, premium or interest on or any other amount payable in respect of the Designated Senior Indebtedness or any other Senior Indebtedness with an aggregate principal amount in excess of $1,000,000 when it becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise, unless and until such payment default has been cured or waived or has otherwise ceased to exist.

Upon the happening of a default (any event that after notice or passage of time would be an event of default) or an event of default (any event that permits the holders of Senior Indebtedness or their representative or representatives immediately to accelerate its maturity) with respect to any Senior Indebtedness, other than a default in payment of the principal, premium or interest on such Senior Indebtedness, and upon written notice of such default or event of default given to AMERCO and the Subordinated Trustee by the holders of a majority of the principal amount outstanding of the Designated Senior Indebtedness or their representative or, at such time there is not Designated Senior Indebtedness, the holders of a majority of the principal amount outstanding of all Senior Indebtedness or their representative or representatives or, if such default or event of default results from the acceleration of the subordinated securities, immediately upon such acceleration, then, unless such default or event of default has been cured or waived or otherwise has ceased to exist, AMERCO may make no payment with respect to any obligation or claim in respect of the subordinated securities.

Notwithstanding the foregoing, unless the Senior Indebtedness in respect of which such default or event of default exists has been declared due and payable in its entirety within 180 days after the date written notice of such default or event of default is delivered as set forth above or the date of such acceleration as the case may be (the “payment blockage period”), and such declaration or acceleration has not been rescinded, AMERCO may then pay all sums not paid to the holders of the subordinated securities during the payment blockage period due to the foregoing prohibitions and resume all other payments as and when due on the subordinated securities. Any number of such notices may be given; provided, however, that (1) during any 360 consecutive days, only one payment blockage

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period may commence and (2) any such default or event of default that existed upon the commencement of a payment blockage period may not be the basis for the commencement of any other payment blockage period, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

In the event that any payment or distribution of assets of AMERCO from any source is received by the Subordinated Trustee or the holders on account of any obligation or claim in respect of the subordinated securities at a time when such payment or distribution is prohibited by the foregoing provisions, such payment or distribution will be held in trust for the benefit of the holders of Senior Indebtedness, and will be paid or delivered by the Subordinated Trustee or such holders, as the case may be, to the holders of the Senior Indebtedness remaining unpaid or unprovided for ratably according to the aggregate amounts remaining unpaid on account of the Senior Indebtedness.

The holders of the Senior Indebtedness and their respective representatives are authorized to demand specific performance of the provisions with respect to subordination in the Subordinated Indenture at any time when AMERCO or any holder shall have failed to comply with any provision with respect to subordination in the Subordinated Indenture applicable to it, and AMERCO and each holder irrevocably waives any defense based on the adequacy of a remedy at law that might be asserted as a bar to the remedy of specific performance of such subordination provision in any action brought therefor by the holders of the Senior Indebtedness and their respective representatives.

By reasons of such subordination, in the event of the liquidation or insolvency of AMERCO, creditors of AMERCO who are not holders of Senior Indebtedness, including holders of the subordinated securities, may recover less, ratably, than holders of Senior Indebtedness.

No provision contained in the Subordinated Indenture or the subordinated securities will affect the obligation of AMERCO, which is absolute and unconditional, to pay, when due, principal of, premium, if any, and interest on the subordinated securities. The subordination provisions of the Subordinated Indenture and the subordinated securities will not prevent the occurrence of any Event of Default under either of the Indentures or limit the rights of the Subordinated Trustee or any holder, except as provided in the seven preceding paragraphs, to pursue any other rights or remedies with respect to the subordinated securities.

COVENANTS

The Indentures contain several restrictive covenants. The Indentures do not contain:

  * any restrictions on AMERCO paying dividends or making other distributions on any of its capital stock or purchasing or redeeming any of its capital stock;
 
  * any restrictions on AMERCO incurring, assuming or become liable upon senior indebtedness or subordinated indebtedness or any other type of debt securities or other obligations;
 
  * any restrictions on AMERCO creating liens on its property for any purpose; or

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  * any requirement on AMERCO adhering to any financial ratios or specified levels of net worth or liquidity.

Any additional restrictive covenants relating to any series of debt securities will be described in the prospectus supplement relating to such series. If any such covenants are described, the prospectus supplement will also state whether the “covenant defeasance” provisions described below will apply.

*          Corporate Existence

AMERCO will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and material rights (charter and statutory) and material franchises of AMERCO; provided, however, that AMERCO shall not be required to preserve any such right or franchise if our Board of Directors shall determine that the preservation of such rights and franchises is no longer desirable in the conduct of the business of AMERCO and our consolidated subsidiaries considered as a whole, and that the loss thereof is not disadvantageous in any material respect to the holders of the debt securities.

*          Consolidation, Merger, and Sale of Assets

AMERCO, without the consent of any holders of outstanding debt securities, may consolidate or merge with or into, or transfer or lease its assets as an entirety to, any corporation, provided that (i) the corporation (if other than AMERCO) formed by such consolidation or into which AMERCO is merged or that acquires or leases the assets of AMERCO substantially as an entirety is a corporation, partnership or trust, is organized and existing under the laws of any United States jurisdiction and expressly assumes AMERCO’s obligations on the debt securities and under the Indentures, (ii) after giving effect to such transaction no Event of Default, and no event that, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing (provided that a transaction will only be deemed to be in violation of this condition (ii) as to any series of debt securities as to which such Event of Default or such event shall have occurred and be continuing), and (iii) certain other conditions are met.

EVENTS OF DEFAULT

The following are Events of Default under each Indenture with respect to debt securities of any series issued thereunder:

  (1) failure to pay principal of or premium, if any, on any debt security of that series when due;
 
  (2) failure to pay any interest on any debt security of that series when due, continued for 30 days;
 
  (3) (i) the failure by AMERCO or any of our subsidiaries to pay indebtedness for money borrowed (including debt securities of other series) in an aggregate principal amount exceeding $10,000,000 at the later of final maturity or upon the expiration of any applicable period of grace with respect to such principal amount or (ii) acceleration of the maturity of any indebtedness for money borrowed of AMERCO or any of our subsidiaries in

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  excess of $10,000,000, if such failure to pay or acceleration is not discharged or such acceleration is not annulled within 15 days after due notice;
 
  (4) failure to deposit any sinking fund payment, when due, in respect of any debt security of that series;
 
  (5) failure to perform any other covenant or warranty of AMERCO in such Indenture (other than a covenant or warranty included in such Indenture solely for the benefit of a series of debt securities other than that series), continued for 60  days after written notice as provided in such Indenture;
 
  (6) certain events in bankruptcy, insolvency or reorganization; and
 
  (7) any other Event of Default provided with respect to debt securities of that series.

If an Event of Default specified in clause (6) above occurs and is continuing with respect to a series of debt securities, then the principal amount of the outstanding debt securities shall become immediately due and payable without any declaration or other act on the part of the applicable Trustee or any holder. If an Event of Default (not specified in clause (6) above) shall occur and be continuing with respect to outstanding debt securities of any series, either the applicable Trustee or the holders of at least 25% in principal amount of the outstanding debt securities of that series may declare the principal amount (or, if the debt securities of that series are original issue discount securities, such portion of the principal amount as may be specified in the terms of that series) of all the debt securities of that series to be due and payable immediately by written notice to AMERCO (and to the applicable Trustee if given by the holders). At any time after a declaration of acceleration with respect to debt securities of any series has been made, but before a judgment or decree based on acceleration has been obtained, the holders of a majority in principal amount of the outstanding debt securities of that series may, under certain circumstances, rescind and annul such acceleration. For information as to waiver of defaults, see “Modification and Waiver” below.

Reference is made to the prospectus supplement relating to each series of Offered Securities that are original issue discount securities for the particular provisions relating to acceleration of the maturity of a portion of the principal amount of such original issue discount securities upon the occurrence of an Event of Default and the continuation thereof.

The Indentures provides that each Trustee will be under no obligation, subject to the duty of the applicable Trustee during default to act with the required standard of care, to exercise any of its rights or powers under the related Indenture at the request or direction of any of the holders, unless such holders shall have offered to the applicable Trustee reasonable indemnity. Subject to such provisions for indemnification of the applicable Trustee, the holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method, and place of conducting any proceeding for any remedy available to that Trustee, or exercising any trust or power conferred on that Trustee, with respect to the debt securities of that series.

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AMERCO will furnish to each Trustee annually a certificate as to compliance by AMERCO with all terms, provisions and conditions of the applicable Indenture.

DEFEASANCE

The prospectus supplement will state if any additional defeasance provision will apply to the Offered Securities.

Defeasance and Discharge

Each Indenture provides that, if applicable, AMERCO will be discharged from any and all obligations in respect of the debt securities of any series issued thereunder (except for certain obligations to register the transfer or exchange of debt securities of such series, to replace stolen, lost, or mutilated debt securities of such series, to maintain paying agencies and to hold monies for payment in trust) upon the irrevocable deposit with the applicable Trustee, in trust, of money and/or U.S. Government obligations, which through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount sufficient to pay the principal of and premium, if any, and each installment of interest on the debt securities of that series on the stated maturity of such payments in accordance with the terms of the applicable Indenture and the debt securities of such series. Such a trust may only be established if, among other things, AMERCO has delivered to the applicable Trustee an opinion of counsel (who may be an employee of or counsel for AMERCO) to the effect that AMERCO has received from, or there has been published by, the Internal Revenue Service a ruling or there has been a change in the applicable United States federal income tax law to the effect that holders of the debt securities of that series will not recognize income, gain, or loss for federal income tax purposes as a result of such deposit, defeasance, and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance, and discharge had not occurred.

However, the Statement of Financial Accounting Standards No. 125 “Accounting for Transfers and Services of Financial Assets and Extinguishments of Liabilities” as issued by the Financial Accounting Standard’s Board will generally not permit the in-substance defeasance of debt as described above.

Defeasance of Certain Covenants and Certain Events of Default

Each Indenture provides that AMERCO may omit to comply with the covenants described under “Covenants,” and that may be described in a prospectus supplement and as set forth in a related Supplemental Indenture, and that violations of such covenants will not be deemed to be an Event of Default under the applicable Indenture to the extent that the conditions described herein are met. Each Indenture also provides with respect to the Offered Securities of any series issued thereunder, to the extent provided for in the prospectus supplement, that AMERCO may omit to comply with certain restrictive covenants provided for in this prospectus or the prospectus supplement and, to the extent provided in the prospectus supplement, that violations of certain restrictive covenants provided for in the prospectus supplement shall not be deemed to be an Event of Default under the applicable Indenture and the debt securities of such series, upon the deposit with the applicable Trustee, in trust, of money and/or U.S. Government obligations which

20


through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount sufficient to pay the principal of and premium, if any, and each installment of interest on the debt securities of such series on the stated maturity of such payments in accordance with the terms of the applicable Indenture and the debt securities of such series. The obligations of AMERCO under the applicable Indenture and the debt securities of such series other than with respect to the covenants referred to above and the Events of Default other than the Event of Default referred to above shall remain in full force and effect. Such a trust may only be established if, among other things, AMERCO has delivered to the applicable Trustee an opinion of counsel (who may be an employee of or counsel for AMERCO) to the effect that the holders of the debt securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain covenants and Events of Default and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred.

Defeasance and Certain Other Events of Default

In the event AMERCO exercises its option to omit compliance with certain covenants of the applicable Indenture with respect to the Offered Securities of any series as described above issued thereunder and the Offered Securities of such series are declared due and payable because of the occurrence of any Event of Default other than the Event of Default due to certain events in bankruptcy, insolvency, or reorganization described under “Events of Default,” the amount of money and U.S. Government obligations on deposit with the applicable Trustee will be sufficient to pay amounts due on the Offered Securities of such series at the time of their stated maturity but may not be sufficient to pay amounts due on the Offered Securities of such series at the time of the acceleration resulting from such Event of Default. However, AMERCO shall remain liable for such payments.

MODIFICATION AND WAIVER

Modifications and amendments of the Indentures may be made by AMERCO and the Trustees with the consent of the holders of a majority in principal amount of the outstanding debt securities of each series affected by such modification or amendment; provided, however, that no such modification or amendment may, without the consent of the holder of each outstanding debt security affected thereby:

* change the stated maturity of the principal of, or any installment of principal of or interest on, any debt security;
 
* reduce the principal amount of, or the premium, if any, or interest, if any, on any debt security or any premium payable upon the redemption thereof;
 
* reduce the amount of principal of an original issue discount security payable upon acceleration of the maturity thereof;
 
* adversely affect the rights of such holder under any mandatory redemption or repurchase provision or any right or redemption or repurchase at the option of such holder;

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* change the place or currency of payment of principal of, or premium, if any, or interest, if any, on, any debt security;
 
* impair the right to institute suit for the enforcement of any payment on or with respect to any debt security;
 
* with respect to the Subordinated Indenture, modify the terms relating to subordination in a manner adverse to the holders of debt securities issued under such Subordination Indenture; or
 
* reduce the percentage in principal amount of outstanding debt securities of any series, the consent of the holders of which is required for modification or amendment of the applicable Indenture or for waiver of compliance with certain provisions of the applicable Indenture or for waiver of certain defaults.

The holders of a majority in principal amount of the outstanding debt securities of any series may on behalf of the holders of all debt securities of that series waive, insofar as that series is concerned, compliance by AMERCO with certain restrictive provisions of the applicable Indenture. The holders of a majority in principal amount of the outstanding debt securities of any series may on behalf of the holders of all debt securities of that series waive any past default under the applicable Indenture with respect to that series, except a default in the payment of the principal of or premium, if any, or interest on any debt security of that series or in respect of a provision that under the applicable Indenture cannot be modified or amended without the consent of the holder of each outstanding debt security of that series affected.

CERTAIN DEFINITIONS

Set forth below is a summary of certain of the defined terms used in the covenants contained in the applicable Indenture. Reference is made to the applicable Indenture for the full definition of all such terms as well as any other capitalized terms used herein for which no definition is provided.

“consolidated subsidiary” means any subsidiary of a person or of any consolidated subsidiary which is consolidated with such person for financial reporting purposes in accordance with United States generally accepted accounting principles.

“Designated Senior Indebtedness” means any class of Senior Indebtedness the aggregate principal amount outstanding of which exceeds $50,000,000 and which is specifically designated in the instrument evidencing such Senior Indebtedness or the agreement under which such Senior Indebtedness arises as “Designated Senior Indebtedness.”

“indebtedness for money borrowed,” when used with respect to AMERCO or any of our subsidiaries, means any obligation of, or any obligation guaranteed by, AMERCO or any of our subsidiaries for the repayment of borrowed money, whether or not evidenced by bonds, debentures, notes or other written instruments, and any deferred obligation of, or any such obligation guaranteed by, AMERCO for the payment of the purchase price of property or assets.

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“Senior Indebtedness” as defined in the Subordinated Indenture means the principal of and premium, if any, and interest on (a) all indebtedness of AMERCO whether outstanding on the date of the Subordinated Indenture or thereafter created:

  * for money borrowed by AMERCO;
 
  * for money borrowed by, or obligations of, others and either assumed or guaranteed, directly or indirectly, by AMERCO;
 
  * in respect of letters of credit and acceptances issued or made by banks; or
 
  * constituting purchase money indebtedness, or indebtedness secured by property included in the property, plant and equipment accounts of AMERCO at the time of the acquisition of such property by AMERCO, for the payment of which AMERCO is directly liable;

and (b) all deferrals, renewals, extensions and refunding of, and amendments, modifications and supplements to, any such indebtedness. As used in the preceding sentence, the terms “purchase money indebtedness” means indebtedness evidenced by a note, debenture, bond or other instrument (whether or not secured by any lien or other security interest) issued or assumed as all or a part of the consideration for the acquisition of property, whether by purchase, merger, consolidation or otherwise, unless by its terms such indebtedness is subordinated to other indebtedness of AMERCO. Notwithstanding anything to the contrary in the Subordinated Indenture or the subordinated securities, Senior Indebtedness shall not include (1) any indebtedness of AMERCO which, by its terms or the terms of the instrument creating or evidencing it, is subordinate in right of payment to or pari passu with the subordinated securities or (2) any indebtedness of AMERCO to a subsidiary of AMERCO.

“subsidiary” means a person more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by such person or by one or more other subsidiaries, or by such person and one or more other subsidiaries of such person.

CONCERNING THE TRUSTEE

AMERCO may maintain banking and other commercial relationships with the applicable Trustee and its affiliates in the ordinary course of business.

GOVERNING LAW

The Indentures and the Offered Securities will be governed by and construed in accordance with the laws of the State of New York.

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PLAN OF DISTRIBUTION

We may sell the Offered Securities:

  * through agents;
 
  * through underwriters or dealers;
 
  * directly to one or more purchasers; or
 
  * through some combination of these methods.

By Agents

The Offered Securities may be sold through agents we designate. Except as otherwise set forth in a prospectus supplement, the agents will agree to use their reasonable best efforts to solicit purchases for the period of their appointment.

By Underwriters

If underwriters are used in the sale, the underwriters will acquire the Offered Securities for their own account. The underwriters may resell the Offered Securities in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the Offered Securities will be subject to certain conditions. The underwriters will be obligated to purchase all the Offered Securities of the series offered if any of the Offered Securities are purchased. Any public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time.

By Dealers

If dealers are used in the sale, we will sell the Offered Securities to the dealers, as principal. The dealers may then resell the Offered Securities to the public at varying prices to be determined by them at the time of sale.

Direct Sales

We may also directly sell the Offered Securities. In this case, no underwriters, dealers or agents would be involved.

General Information

Any underwriter, dealer or agent involved in the offer and sale of the Offered Securities will be named in the applicable prospectus supplement. Underwriters, dealers and agents that participate in the distribution of the Offered Securities may be deemed underwriters under the Securities Act of 1933, and any discounts or commissions they receive from us or commissions from purchasers of the Offered Securities may be treated as underwriting discounts, concessions or commissions under the Securities Act. Any underwriter, dealer or agent will be identified and their compensation described in the applicable prospectus supplement.

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We may have agreements with the underwriters, dealers and agents to indemnify them against certain civil liabilities, including liabilities under the Securities Act, or to contribute to payments that the underwriters, dealers or agents may be required to make.

Certain of the underwriters or agents and their affiliates may be customers of, engage in transactions with and perform investment banking, commercial banking and other financial services for AMERCO and our affiliates in the ordinary course of business.

Each series of Offered Securities will be a new issue with no established trading market. We do not intend to list any of the Offered Securities on a national securities exchange or quotation system. It is possible that one or more underwriters or broker-dealers may make a market in the Offered Securities, but will not be obligated to do so and may discontinue any market making at any time without notice. Therefore, we can give you no assurance as to the existence or liquidity of a trading market for any of the Offered Securities.

In connection with an offering of our Offered Securities, underwriters, dealers or agents may purchase and sell them in the open market. These transactions may include stabilizing transactions and purchases to cover syndicate short positions created in connection with the offering. Stabilizing transactions consist of certain bids or purchases for the purpose of preventing or slowing a decline in the market price of the Offered Securities; and syndicate short positions involve the sale by the underwriters, dealers or agents, as the case may be, of a greater number of Offered Securities than they are required to purchase from us in the offering. Underwriters also may impose a penalty bid, which means that the underwriting syndicate may reclaim selling concessions allowed to syndicate members or other broker dealers who sell Offered Securities in the offering for their account if the syndicate repurchases the securities in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the Offered Securities, which may be higher than the price that might otherwise prevail in the open market. These activities, if commenced, may be discontinued at any time without notice. These transactions may be effected on any securities exchange on which the Offered Securities may be listed, in the over-the-counter market or otherwise.

LEGAL OPINIONS

Our counsel, Lionel, Sawyer & Collins, located at 300 S. 4th Street, Suite 1700, Las Vegas, Nevada 89101, will issue a legal opinion about the validity of the Offered Securities. Counsel named in the applicable prospectus supplement will advise the underwriters.

EXPERTS

The consolidated financial statements of AMERCO as of March 31, 1998 and 1997 and for each of the fiscal years in the three-year period ended March 31, 1998, incorporated in this prospectus by reference to AMERCO’s Annual Report on Form 10-K for the fiscal year ended March 31, 1998 have been so incorporated by reference herein and in the registration statement in reliance upon the reports of PricewaterhouseCoopers LLP, independent accountants, and upon the authority of said firm as experts in auditing and accounting.

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$                      

AMERCO

[UHAUL LOGO]

       % Senior Notes due                      


PROSPECTUS SUPPLEMENT


Merrill Lynch & Co.

Chase Securities Inc.

                    , 2000





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