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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

     
(Mark One)
   
þ
  QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
 
    For the quarterly period ended December 31, 2003
 
or
 
o
  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
 
    For the transition period from           to
                 
Commission Registrant, State of Incorporation I.R.S. Employer
File Number Address and Telephone Number Identification No.



  1-11255    
AMERCO
(A Nevada Corporation)
1325 Airmotive Way, Ste. 100
Reno, Nevada 89502-3239
Telephone (775) 688-6300
    88-0106815  
  2-38498    
U-Haul International, Inc.
(A Nevada Corporation)
2727 N. Central Avenue
Phoenix, Arizona 85004
Telephone (602) 263-6645
    86-0663060  

       Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes þ          No o

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

      Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.     Yes þ          No o

        20,625,766 shares of AMERCO Common Stock, $0.25 par value were outstanding at February 13, 2004.

       5,385 shares of U-Haul International, Inc. Common Stock, $0.01 par value, were outstanding at February 13, 2004.




 

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION

                 
Item 1.
  Financial Statements        
    a)   Condensed Consolidated Balance Sheets as of December 31, 2003 (unaudited) and March 31, 2003     2  
    b)   Condensed Consolidated Statements of Operations for the Quarters ended December 31, 2003 and 2002 (unaudited)     3  
    c)   Condensed Consolidated Statements of Operations for the Nine months ended December 31, 2003 and 2002 (unaudited)     4  
    d)   Condensed Consolidated Statements of Comprehensive Income for the Quarters ended December 31, 2003 and 2002 (unaudited)     5  
    e)   Condensed Consolidated Statements of Comprehensive Income for the Nine months ended December 31, 2003 and 2002 (unaudited)     6  
    f)   Condensed Consolidated Statements of Cash Flows for the Nine months ended December 31, 2003 and 2002 (unaudited)     7  
    g)   Notes to Condensed Consolidated Financial Statements     8  
Item 2.
  Management’s Discussion and Analysis of Financial Condition and Results of Operations     28  
Item 3.
  Quantitative and Qualitative Disclosures About Market Risk     45  
Item 4.
  Controls and Procedures     45  
PART II OTHER INFORMATION
Item 1.
  Legal Proceedings     45  
Item 2
  Not applicable        
Item 3.
  Defaults Upon Senior Securities     46  
Item 4.
  Submission of Matters to a Vote of Security Holders     47  
Item 5
  Other Information     47  
Item 6.
  Exhibits and Reports on Form 8-K     48  

1


 

PART I. FINANCIAL INFORMATION

 
Item 1. Financial Statements

AMERCO (Debtor in Possession) AND CONSOLIDATED SUBSIDIARIES AND

SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

                     
December 31, March 31,
2003 2003


(Unaudited)
(In thousands)
ASSETS
Assets:
               
Cash and cash equivalents
  $ 136,866     $ 66,834  
Trade receivables, net
    239,378       255,796  
Notes and mortgage receivables, net
    17,129       10,809  
Inventories, net
    55,230       53,270  
Prepaid expenses
    17,487       21,846  
Investments, fixed maturities
    763,673       860,600  
Investments, other
    474,978       389,252  
Deferred policy acquisition costs, net
    86,603       105,100  
Deferred income taxes
          32,242  
Other assets
    98,430       63,600  
     
     
 
      1,889,774       1,859,349  
Property, plant, and equipment, at cost:
               
 
Land
    159,508       157,987  
 
Buildings and improvements
    751,877       747,853  
 
Furniture and equipment
    293,173       291,383  
 
Rental trailers and other rental equipment
    156,237       149,707  
 
Rental trucks
    1,208,303       1,140,294  
 
SAC Holdings — Property, plant and equipment(1)
    733,215       757,292  
     
     
 
      3,302,313       3,244,516  
Less: Accumulated depreciation
    1,385,632       1,298,199  
     
     
 
 
Total property, plant and equipment
    1,916,681       1,946,317  
     
     
 
 
Total Assets
  $ 3,806,455     $ 3,805,666  
     
     
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
               
 
Payables and accrued expenses
  $ 359,186     $ 387,017  
 
AMERCO’s notes and loans payable
    85,380       954,856  
 
SAC Holdings’ notes and loans payable
    586,558       589,019  
 
Policy benefits and losses, claims and loss expenses payable
    836,221       836,632  
 
Liabilities from investment contracts
    603,992       639,998  
 
Other policyholders’ funds and liabilities
    45,523       30,309  
 
Deferred income
    11,042       40,387  
 
Deferred income taxes
    1,345        
 
Liabilities subject to compromise
    875,372        
     
     
 
Total Liabilities
    3,404,619       3,478,218  
Stockholders’ equity:
               
Series preferred stock:
               
   
Series A preferred stock
           
   
Series B preferred stock
           
Series A common stock
    1,441       1,441  
Common stock
    9,122       9,122  
Additional paid in-capital
    235,784       235,784  
Additional paid-in-capital — SAC
    3,199       3,199  
Accumulated other comprehensive (loss)
    (25,801 )     (54,278 )
Accumulated other comprehensive income/(loss) — SAC Holdings
    3,598       (1,487 )
Retained earnings, AMERCO
    658,054       611,872  
Retained earnings, SAC
    (49,461 )     (43,650 )
Cost of common shares in treasury, net
    (421,378 )     (421,378 )
Unearned ESOP shares
    (12,722 )     (13,177 )
     
     
 
Total stockholders’ equity
    401,836       327,448  
     
     
 
Total Liabilities and Stockholders’ Equity
  $ 3,806,455     $ 3,805,666  
     
     
 


(1)  SAC Holdings property, plant and equipment totaled $991.5 million and $1,015.5 million before eliminations, inter-company eliminations were $258.2 million and $258.2 million at December 31, 2003 and March 31, 2003 respectively.

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

2


 

AMERCO (Debtor in Possession) AND CONSOLIDATED SUBSIDIARIES AND

SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                     
Quarter Ended

December 31, December 31,
2003 2002


(Restated)
(In thousands, except share data)
(Unaudited)
Revenues:
               
 
Rental Revenue
  $ 386,497     $ 335,760  
 
Net sales
    47,171       45,074  
 
Premiums
    56,088       80,115  
 
Net investment and interest income
    12,827       6,274  
     
     
 
   
Total revenues
    502,583       467,223  
Costs and expenses:
               
 
Operating expenses
    311,979       286,758  
 
Commission expenses
    31,136       32,224  
 
Cost of sales
    23,907       22,422  
 
Benefits and losses
    50,956       59,709  
 
Amortization of deferred acquisition costs
    11,027       6,253  
 
Lease expense
    36,214       33,265  
 
Depreciation, net
    38,394       33,314  
     
     
 
   
Total costs and expenses
    503,613       473,945  
     
     
 
Loss from operations
    (1,030 )     (6,722 )
 
Interest Expense
    31,168       31,419  
 
Fees on early extinguishment of BBAT’s
          26,551  
     
     
 
Pretax loss
    (32,198 )     (64,692 )
 
Income tax benefit
    10,531       18,909  
     
     
 
 
Net loss
    (21,667 )     (45,783 )
     
     
 
Less: Preferred stock dividends
    3,241       3,241  
     
     
 
Earnings/(loss) available to common shareholders
  $ (24,908 )   $ (49,024 )
     
     
 
Basic and diluted loss per common share
  $ (1.24 )   $ (2.45 )*
     
     
 
Weighted average common shares outstanding: Basic and diluted
    20,099,875       20,022,629 *
     
     
 


2002 amounts revised to reflect the corrected number of weighted average common shares outstanding.

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

3


 

AMERCO (Debtor in Possession) AND CONSOLIDATED SUBSIDIARIES AND

SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                     
Nine Months Ended

December 31, December 31,
2003 2002


(Restated)
(In thousands, except share data)
(Unaudited)
Revenues:
               
 
Rental revenue
  $ 1,304,470     $ 1,233,043  
 
Net sales
    182,048       175,709  
 
Premiums
    188,024       243,131  
 
Net investment and interest income
    35,614       31,508  
     
     
 
   
Total revenues
    1,710,156       1,683,391  
Costs and expenses:
               
 
Operating expenses
    909,380       900,655  
 
Commission expenses
    116,132       122,441  
 
Cost of sales
    87,023       87,484  
 
Benefits and losses
    169,801       200,142  
 
Amortization of deferred acquisition costs
    28,886       27,895  
 
Lease expense
    112,058       122,628  
 
Depreciation, net
    113,356       102,402  
     
     
 
   
Total costs and expenses
    1,536,636       1,563,647  
     
     
 
Earnings from operations
    173,520       119,744  
 
Interest Expense
    92,839       86,306  
 
Fees on early termination of BBAT’s
          26,551  
     
     
 
Pretax earnings
    80,681       6,887  
 
Income tax expense
    30,587       6,763  
     
     
 
 
Net earnings
    50,094       124  
     
     
 
Less: Preferred stock dividends
    9,723       9,723  
     
     
 
Earnings/(loss) available to common shareholders
  $ 40,371     $ (9,599 )
     
     
 
Basic and diluted earnings/(loss) per common share
  $ 2.01     $ (0.48 )*
     
     
 
Weighted average common shares outstanding: Basic and diluted
    20,082,632       20,005,502 *
     
     
 


2002 amounts revised to reflect the corrected number of weighted average common shares outstanding.

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

4


 

AMERCO (Debtor in Possession) AND CONSOLIDATED SUBSIDIARIES AND

SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                     
Quarter Ended

December 31, December 31,
2003 2002


(Restated)
(In thousands)
(Unaudited)
Comprehensive income:
               
 
Net earnings/(loss)
  $ (21,667 )   $ (45,783 )
   
Changes in other comprehensive income:
               
   
Foreign currency translation
    9,700       (970 )
   
Unrealized gain/(loss) on investments
    (3,373 )     18,696  
     
     
 
   
Total comprehensive income/(loss)
  $ (15,340 )   $ (28,057 )
     
     
 

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

5


 

AMERCO (Debtor in Possession) AND CONSOLIDATED SUBSIDIARIES AND

SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                     
Nine Months Ended

December 31, December 31,
2003 2002


(Restated)
(In thousands)
(Unaudited)
Comprehensive income:
               
 
Net earnings
  $ 50,094     $ 124  
   
Changes in other comprehensive income:
               
   
Foreign currency translation
    11,074       (3,647 )
   
Unrealized gain on investments
    22,488       13,675  
     
     
 
   
Total comprehensive income/(loss)
  $ 83,656     $ 10,152  
     
     
 

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

6


 

AMERCO (Debtor in Possession) AND CONSOLIDATED SUBSIDIARIES AND

SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                     
Nine Months Ended
December 31,

2003 2002


(Restated)
(In thousands)
(Unaudited)
Net cash provided by operating activities
  $ 151,201     $ 147,742  
Cash flows from investing activities:
               
 
Purchases of investments:
               
   
Property, plant and equipment
    (147,344 )     (196,252 )
   
Fixed maturities
    (50,662 )     (248,121 )
   
Other asset investments
    (78,142 )     (52,988 )
 
Proceeds from sale of investments:
               
   
Property, plant and equipment
    30,470       74,262  
   
Fixed maturities
    171,405       291,328  
   
Other asset investments
    28,737       6,144  
     
     
 
Net cash used by investing activities
    (45,536 )     (125,627 )
Cash flows from financing activities:
               
 
Net change in short-term borrowings
    5,649        
 
Proceeds from notes
    50,000       130,981  
 
Leverage Employee Stock Ownership Plan:
               
   
Purchase of shares
           
   
Repayments from loan
    455       975  
 
Principal payments on notes
    (55,716 )     (205,364 )
 
Preferred stock dividends paid
          (6,482 )
 
Treasury stock acquisitions, net
          (1,407 )
 
Investment contract deposits
    43,020       137,488  
 
Investment contract withdrawals
    (79,041 )     (74,047 )
     
     
 
Net cash used by financing activities
    (35,633 )     (17,856 )
     
     
 
Increase in cash equivalents
    70,032       4,259  
Cash and cash equivalents at the beginning of period
    66,834       47,651  
     
     
 
Cash and cash equivalents at the end of period
  $ 136,866     $ 51,910  
     
     
 

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

7


 

AMERCO (Debtor in Possession) AND CONSOLIDATED SUBSIDIARIES AND

SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003, December 31, 2002 and March 31, 2003
(Unaudited)
 
1. Proceedings under Chapter 11 of the Bankruptcy Code

      On June 20, 2003, AMERCO (the “Debtor”) filed a petition for relief under Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy Court for the District of Nevada. On August 13, 2003, the company’s wholly owned subsidiary, Amerco Real Estate Company, filed a petition for relief under Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy Court for the District of Nevada. Under Chapter 11, certain claims against the Debtor in existence prior to the filing of the petition for relief under the federal bankruptcy laws are stayed while the Debtor continues business operations as debtor-in-possession. These claims are reflected in the December 31, 2003, balance sheet as “liabilities subject to compromise.” Additional claims (liabilities subject to compromise) may arise subsequent to the filing date resulting from rejection of executory contracts, including leases, and from the determination by the court (or agreed to by parties in interest) of allowed claims for contingencies and other disputed amounts. Claims secured against the Debtor’s assets (“secured claims”) also are stayed, although the holders of such claims have the right to move the court for relief from the stay. Secured claims are secured primarily by liens of the Debtor’s property, plant and equipment.

      On October 6, 2003, AMERCO filed its Plan of Reorganization and Disclosure Statement with the Bankruptcy Court. On November 26, 2003, AMERCO filed an Amended Plan of Reorganization (the “Plan”). On December 12, 2003, the Bankruptcy Court approved AMERCO’s Disclosure Statement. On February 2, 2004, the Bankruptcy Court confirmed the Plan contingent upon completion of documentation and agreements acceptable to the involved parties and the submission of proposed findings of fact and conclusions of law and a confirmation order acceptable to all involved parties. AMERCO expects that by fiscal year end (i) it will satisfy the above contingencies and (ii) the Bankruptcy Court will execute a confirmation order. The confirmation order will become final if it is not appealed within ten days after entry and AMERCO intends to proceed to implement the Plan and emerge from bankruptcy as soon as possible thereafter.

2.     Organization and Principles of Consolidation

 
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 (“RepWest”) and Oxford Life Insurance Company (“Oxford”). Throughout this Form 10-Q, unless the context otherwise requires, the term “Company” refers to AMERCO and all of its legal subsidiaries. The Company has four industry segments represented by Moving and Storage Operations (U-Haul), Real Estate, Property and Casualty Insurance (RepWest) and Life Insurance (Oxford).

      SAC Holding Corporation and SAC Holding Corporation II, Nevada corporations (collectively, “SAC Holdings”), are the holding companies for several individual corporations that own self-storage properties managed by AMERCO subsidiaries in the ordinary course of business. Mark V. Shoen, a significant shareholder and executive officer of AMERCO, owns all of the equity interest of SAC Holdings.

 
Principles of Consolidation

      The condensed consolidated financial statements presented here include the accounts of AMERCO and its wholly-owned subsidiaries and SAC Holdings and their subsidiaries. All material inter-company accounts and transactions have been eliminated in consolidation. AMERCO has made significant loans to SAC Holdings and is entitled to participate in SAC Holdings’ excess cash flow (after senior debt service). All of the equity interest of SAC Holdings is owned by Mark V. Shoen, a significant shareholder and executive officer of

8


 

AMERCO (Debtor in Possession) AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

AMERCO. AMERCO does not have an equity ownership interest in SAC Holdings, except for investments made by RepWest and Oxford in a SAC Holdings-controlled limited partnership which holds Canadian self-storage properties. SAC Holdings are not legal subsidiaries of AMERCO. SAC Holdings’ securitized loan agreements have no guarantees, or triggers that could create a guarantee, from AMERCO. There are no cross default provisions on indebtedness between AMERCO and SAC Holdings. The condensed consolidated 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. For a more detailed presentation of the accounts and transactions of AMERCO, refer to AMERCO’s Form 10-K.

      The condensed consolidated balance sheet as of December 31, 2003 and the related condensed consolidated statements of operations, comprehensive income, and cash flow for the quarters ended December 31, 2003 and 2002 are unaudited. In our opinion, all adjustments necessary for a fair presentation of such condensed consolidated financial statements have been included. Such adjustments consist only of normal recurring items. Interim results are not necessarily indicative of results for a full year.

      Revenues, expenses (including professional fees), realized gains and losses, and provisions for losses directly associated with the reorganization and restructuring of the business are reported as part of operating expenses in the Condensed Consolidated Statements of Operations. The Condensed Consolidated Balance Sheets distinguish pre-petition liabilities subject to compromise from both those pre-petition liabilities that are not subject to compromise and from post-petition liabilities. Liabilities subject to compromise are reported at the amounts expected to be allowed, even if they may be settled for lesser amounts.

      The operating results and financial position of RepWest and Oxford have been consolidated on the basis of a calendar year and, accordingly, results from operations for RepWest and Oxford are for the quarter and nine months ended September 30, 2003 and 2002.

 
Going Concern Basis

      On June 20, 2003 (the “Petition Date”), AMERCO filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court, District of Nevada (the “Bankruptcy Court”) (Case No. 0352103). AMERCO is continuing to manage its properties and operate its businesses as “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code. In general, as debtor-in-possession, AMERCO is authorized under Chapter 11 to continue to operate as an ongoing business, but may not engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. Specific information pertaining to the bankruptcy filing may be obtained from the website www.amerco.com. The Company’s independent auditors qualified their opinion on the Company’s March 31, 2003 financial statements by including an explanatory paragraph in which they expressed substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments to reflect future effects on the recoverability and classification of assets or the amount and classification of liabilities that might result from these uncertainties.

     Restatement and Reclassifications

      In connection with the audit of the Company’s financial statements for the year ended March 31, 2003, it was determined that there was a need for the Company to record adjustments that resulted in the restatement of the Company’s financial statements, including financial statements for the quarter ended December 31, 2002. The condensed consolidated statement of operations, comprehensive income and cash flow for the quarter ended December 31, 2002 contained in this report have been restated. Loss for the three months ended December 31, 2002 as originally reported was $32.3 million, or $1.73 per basic and diluted share. Restated loss for this period were $45.8 million and $2.45 per basic and diluted share. Net earnings for the nine months

9


 

AMERCO (Debtor in Possession) AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

ended December 31, 2002 as originally reported was $48.8 million, or $1.88 per basic and diluted share. Net earnings (loss) for this period as restated was $0.1 million and ($0.48) per basic and diluted share. The major components of the restatement were related to an adjustment to accrue for fully-developed actuarial estimates of the Company’s insurance reserves and to recognize equity-method losses relating to the Company’s investments in Private Mini Storage Realty, L.P. For a detailed discussion of the adjustments to our financial statements for the fiscal years ended March 31, 2002 and 2001, see footnote 2 to consolidated financial statements contained in our Annual Report on Form 10-K.

      Certain balances as of March 31, 2003 have been reclassified in the accompanying condensed consolidated financial statements to conform with the current year presentation. These reclassifications had no effect on previously reported net income or stockholders’ equity.

 
Property, Plant and Equipment

      During fiscal year 2004 U-Haul decreased the estimated useful lives of pick-up trucks and vans. The effect of this change decreased net earnings for the nine-month period and three-month period ended December 31, 2003 by approximately $4,875,000 ($0.24 per share) and $2,600,000 ($0.13 per share), respectively, net of income tax benefit. The adjustment reflects management’s best estimate, based on information available, of the estimated useful lives of these pick-ups and vans.

3.     Investments held by AMERCO’s Insurance Subsidiaries

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

                                     
Gross Gross Estimated
Amortized Unrealized Unrealized Market
September 30, 2003 Cost Gains (Losses) Value





(In thousands)
Available-for-Sale:
                               
Corporate securities
  $ 535,280     $ 35,823     $ (14,456 )   $ 556,647  
U.S. government agency mortgage-backed securities
    10,148       316       (26 )     10,438  
Mortgage-backed securities
    79,912       2,548       (2,960 )     79,500  
U.S. Treasury and government agency securities
    29,626       2,674       (14 )     32,286  
Municipal securities
    3,224       135             3,359  
     
     
     
     
 
   
Subtotal
    658,190       41,496       (17,456 )     682,230  
Common Stock
    5,892       1,245       (2,263 )     4,874  
Redeemable preferred stocks
    67,371       1,299       (151 )     68,519  
     
     
     
     
 
      731,453       44,040       (19,870 )     755,623  
     
     
     
     
 
Held-to-Maturity:
                               
U.S. government agency mortgage-backed securities
    531       164             695  
Mortgage-backed securities
    7,519       151       (2 )     7,668  
     
     
     
     
 
      8,050       315       (2 )     8,363  
     
     
     
     
 
 
Total
  $ 739,503     $ 44,355     $ (19,872 )   $ 763,986  
     
     
     
     
 

10


 

AMERCO (Debtor in Possession) AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

4.     Contingent Liabilities and Commitments

      Following is a summary of lease commitments:

         
Lease
Twelve Months Ending December 31 Commitments


(In thousands)
2004
  $ 377,673  
2005
    90,160  
2006
    79,047  
2007
    41,537  
2008
    12,427  
Thereafter
    4,060  
     
 
    $ 604,904  
     
 

      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.

      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 some of its properties. Real Estate regularly makes capital and operating expenditures to stay in compliance with environmental laws and has put in place a remedial plan at each site where it believes such a plan is necessary.

      A subsidiary of U-Haul, INW Company (INW), owns one property located within two different state hazardous substance sites in the State of Washington. The sites are referred to as the “Yakima Valley Spray Site” and the “Yakima Railroad Area.” INW has been named as a “potentially liable party” under state law with respect to this property as it relates to both sites. As a result of the cleanup costs of approximately $5.0 million required by the State of Washington, INW filed for reorganization under federal bankruptcy laws in May of 2001. The potential liability to INW could be in the range of $750,000 to $1.25 million.

      Based upon the information currently available, compliance with the environmental laws and the costs of investigation and cleanup of known hazardous waste sites are not expected to have a material adverse affect on the Company’s financial position or operating results.

      In connection with the resolution of litigation with certain members of the Shoen family and their corporations, AMERCO has deducted for income tax purposes approximately $372.0 million of the payments made to plaintiffs in a lawsuit. While AMERCO believes that such income tax deductions are appropriate, there can be no assurance that such deductions ultimately will be allowed in full. The IRS has proposed adjustments to the Company’s 1997 and 1996 tax returns. Nearly all of the adjustments are attributable to denials of deductions claimed for certain payments made in connection with this litigation. We believe these income tax deductions are appropriate and are vigorously contesting the IRS adjustments. No additional taxes have been provided in the accompanying financial statements, as management believes that none will result.

      On July 20, 2000, Charles Kocher (“Kocher”) filed suit in Wetzel County, West Virginia, Civil Action No. 00-C-51-K, entitled Charles Kocher v. Oxford Life Insurance Co. (“Oxford”) seeking compensatory and punitive damages for breach of contract, bad faith and unfair claims settlement practices arising from an alleged failure of Oxford to properly and timely pay a claim under a disability and dismemberment policy. On March 22, 2002, the jury returned a verdict of $5 million in compensatory damages and $34 million in punitive

11


 

AMERCO (Debtor in Possession) AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

damages. On November 5, 2002, the trial court entered an Order (“Order”) affirming the $39 million jury verdict and denying Oxford’s motion for New Trial Or, in The Alternative, Remittitur. On January 27, 2004, the matter was argued before the West Virginia Supreme Court and taken under advisement. Management does not believe that the Order is sustainable and expects the Order to be overturned by the West Virginia Supreme Court, in part because the jury award has no reasonable nexus to the actual harm suffered by Kocher. The Company has accrued $725,000, which represents management’s best estimate of the costs associated with legal fees to appeal and re-try the case.

      As previously discussed, on June 20, 2003, AMERCO filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code. As debtor-in-possession, AMERCO is authorized under Chapter 11 to continue to operate as an ongoing business, but may not engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. As of the Petition Date, virtually all pending litigation against AMERCO is stayed, and absent further order of the Bankruptcy Court, no party, subject to certain exceptions, may take any action, again subject to certain exceptions, to recover on pre-petition claims against AMERCO. The automatic stay, however, does not apply to AMERCO’s subsidiaries, other than Amerco Real Estate Company, which filed for protection under Chapter 11, on August 13, 2003. On October 6, 2003, AMERCO filed its Plan of Reorganization and Disclosure Statement with the Bankruptcy Court. On November 26, 2003, AMERCO filed an Amended Plan of Reorganization (the “Plan”). On December 12, 2003, the Bankruptcy Court approved AMERCO’s Disclosure Statement. On February 2, 2004, the Bankruptcy Court confirmed the Plan contingent upon completion of documentation and agreements acceptable to the involved parties and the submission of proposed findings of fact and conclusions of law and a confirmation order acceptable to all involved parties. AMERCO expects by fiscal year end (i) that it will satisfy the above contingencies and (ii) that the Bankruptcy Court will execute a confirmation order. The confirmation order will become final if it is not appealed within ten days after entry and AMERCO intends to proceed to implement the Plan and emerge from bankruptcy as soon as possible thereafter.

      On September 24, 2002, Paul F. Shoen filed a derivative action in the Second Judicial District Court of the State of Nevada, Washoe County, captioned Paul F. Shoen vs. SAC Holding Corporation et al, CV02-05602, seeking damages and equitable relief on behalf of AMERCO from SAC Holdings and certain current and former members of the AMERCO Board of Directors, including Edward J. Shoen, Mark V. Shoen and James P. Shoen. AMERCO is named a nominal defendant for purposes of the derivative action. The complaint alleges breach of fiduciary duty, self-dealing, usurpation of corporate opportunities, wrongful interference with prospective economic advantage and unjust enrichment and seeks the unwinding of sales of self-storage properties by subsidiaries of AMERCO to SAC Holdings over the last several years. The complaint seeks a declaration that such transfers are void as well as unspecified damages. On October 28, 2002, AMERCO, the Shoen directors, the non-Shoen directors and SAC Holdings filed Motions to Dismiss the complaint. In addition, on October 28, 2002, Ron Belec filed a derivative action in the Second Judicial District Court of the State of Nevada, Washoe County, captioned Ron Belec vs. William E. Carty, et al, CV 02-06331 and on January 16, 2003, M.S. Management Company, Inc. filed a derivative action in the Second Judicial District Court of the State of Nevada, Washoe County, captioned M.S. Management Company, Inc. vs. William E. Carty, et. al, CV 03-00386. Two additional derivative suits were also filed against these parties. These additional suits are substantially similar to the Paul F. Shoen derivative action. The five suits assert virtually identical claims. In fact, three of the five plaintiffs are parties who are working closely together and chose to file the same claims multiple times. The court consolidated all five complaints before dismissing them on May 8, 2003. Plaintiffs have filed a notice of appeal. These lawsuits falsely alleged that the AMERCO Board lacked independence. In reaching his decision to dismiss these claims, the court determined that the AMERCO Board of Directors had the requisite level of independence required in order to have these claims resolved by the Board. These cases are stayed pending AMERCO’s emergence from bankruptcy.

12


 

AMERCO (Debtor in Possession) AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The Securities and Exchange Commission (“SEC”) has issued a formal order of investigation to determine whether the Company has violated the Federal securities laws. On January 7, 2003, the Company received the first of several subpoenas issued by the SEC to the Company. SAC Holdings, the Company’s current and former auditors, and others have also received one or more subpoenas relating to this matter. The Company is cooperating fully with the SEC and is facilitating the expeditious review of its financial statements and any other issues that may arise. The Company has produced a large volume of documents and other materials in response to the subpoenas, and the Company is continuing to assemble and produce additional documents and materials for the SEC. Although the Company has fully cooperated with the SEC in this matter and intends to continue to fully cooperate, the SEC may determine that the Company has violated Federal securities laws. We cannot predict when this investigation will be completed or its outcome. If the SEC makes a determination that we have violated Federal securities laws, we may face sanctions, including, but not limited to, significant monetary penalties and injunctive relief.

      AMERCO is a defendant in four putative class action lawsuits. Article Four Trust v. AMERCO, et al., District of Nevada, United States District Court, Case No. CV-N-03-0050-DWH-VPC. Article Four Trust, a purported AMERCO shareholder, commenced this action on January 28, 2003 on behalf of all persons and entities who purchased or acquired AMERCO securities between February 12, 1998 and September 26, 2002. The Article Four Trust action alleges one claim for violation of Section 10(b) of the Securities Exchange Act and Rule 10b-5 thereunder. Mates v. AMERCO, et al., United States District Court, District of Nevada, Case No. CV-N-03-0107. Maxine Mates, an AMERCO shareholder, commenced this putative class action on behalf of all persons and entities who purchased or acquired AMERCO securities between February 12, 1998 and September 26, 2002. The Mates action asserts claims under section 10(b) and Rule 10b-5, and section 20(a) of the Securities Exchange Act. Klug v. AMERCO, et al., United States District Court of Nevada, Case No. CV-S-03-0380. Edward Klug, an AMERCO shareholder, commenced this putative class action on behalf of all persons and entities who purchased or acquired AMERCO securities between February 12, 1998 and September 26, 2002. The Klug action asserts claims under section 10(b) and Rule 10b-5 and section 20(a) of the Securities Exchange Act. IG Holdings v. AMERCO, et al., United States District Court, District of Nevada, Case No. CV-N-03-0199. IG Holdings, an AMERCO bondholder, commenced this putative class action on behalf of all persons and entities who purchased, acquired, or traded AMERCO bonds between February 12, 1998 and September 26, 2002, alleging claims under section 11 and section 12 of the Securities Act of 1933 and section 10(b) and Rule 10b-5, and section 20(a) of the Securities Exchange Act. Each of these four securities class actions allege that AMERCO engaged in transactions with SAC entities that falsely improved AMERCO’s financial statements, and that AMERCO failed to disclose the transactions properly. The actions are at a very early stage and have recently been consolidated. As to AMERCO, the actions are stayed pending AMERCO’s emergence from bankruptcy. In addition, by agreement of the parties, AMERCO’s directors who are also named in the lawsuits have an extension to file their responses to the complaints. Management intends to defend these cases vigorously.

      The United States Department of Labor (“DOL”) is presently investigating whether there were violations of the Employee Retirement Income Security Act of 1974 (“ERISA”) involving the AMERCO Employee Savings, Profit Sharing, and Employee Stock Ownership Plan (the “Plan”). The DOL has interviewed a number of Company representatives as well as the Plan fiduciaries and has issued a subpoena to the Company and a subpoena to SAC Holdings. One of the issues raised by the DOL relates to the release of shares from the Plan’s loan suspense account. The Company believes that it has resolved this particular issue by contributing additional shares. At the present time, the Company is unable to determine whether the DOL will assert any other claims against the Company, SAC Holdings, or the Plan fiduciaries. The DOL has asked AMERCO and its current directors as well as the Plan Trustees to sign an agreement tolling the statute of limitations with respect to any claims arising out of certain transactions between AMERCO or any affiliate of AMERCO and SAC Holdings or any of its affiliates and such persons have done so. The DOL recently asked

13


 

AMERCO (Debtor in Possession) AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

such parties to extend the tolling agreement and they have done so. The DOL has not advised the Company that it believes that any other violations of ERISA have in fact occurred. Instead, the DOL is simply investigating potential violations. The Company intends to defend its position. The Company also intends to take any corrective action that may be needed in light of the DOL’s ultimate findings. Although the Company has fully cooperated with the DOL in this matter and intends to continue to fully cooperate, the DOL may determine that the Company has violated ERISA. In that event, the Company may face sanctions, including, but not limited to, significant monetary penalties and injunctive relief.

5.     New Accounting Standards

      Statement of Financial Accounting Standards (“SFAS”) No. 143 (“SFAS 143”), Accounting for Asset Retirement Obligations, requires recognition of the fair value of liabilities associated with the retirement of long-lived assets when a legal obligation to incur such costs arises as a result of the acquisition, construction, development and/or the normal operation of a long-lived asset. Upon recognition of the liability, a corresponding asset is recorded at present value and accreted over the life of the asset and depreciated over the remaining life of the long-lived asset. SFAS 143 defines a legal obligation as one that a party is required to settle as a result of an existing or enacted law, statute, ordinance, or written or oral contract or by legal construction of a contract under the doctrine of promissory estoppel. SFAS 143 is effective for fiscal years beginning after September 15, 2002. We adopted this statement effective April 1, 2003, and it did not affect our consolidated financial position or results of operations.

      In April 2002, the FASB adopted SFAS No. 145 (“SFAS 145”), Rescission of No. 4, (Reporting Gains and Losses from Extinguishment of Debt), No. 44 (Accounting for Intangible Assets of Motor Carriers), No. 64, (Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements), Amendment of FASB Statement No. 13 (Accounting for Leases) and Technical Corrections. This statement eliminates the requirement that gains and losses on debt extinguishment must be classified as extraordinary items in the income statement. Instead, such gains and losses will be classified as extraordinary items only if they are deemed to be unusual and infrequent, in accordance with the current GAAP criteria for extraordinary classification. In addition, SFAS 145 eliminates an inconsistency in lease accounting by requiring that modification of capital leases that result in reclassification as operating leases be accounted for consistent with sale-leaseback accounting rules. The statement also contains other non-substantive corrections to authoritative accounting literature. The changes related to debt extinguishment are effective for fiscal years beginning after May 15, 2002. We previously reclassified all extraordinary loss on debt extinguishment to interest expense. The changes related to lease accounting will be effective for transactions occurring after May 15, 2002. We adopted the lease accounting provisions effective May 16, 2002 and it did not affect our consolidated financial position or results of operations.

      In September 2002, the FASB issued Statement of Financial Accounting Standards No. 146, (“SFAS 146”) Accounting for Costs Associated with Exit or Disposal Activities, which addresses accounting for restructuring and similar costs. SFAS 146 supersedes previous accounting guidance, principally Emerging Issues Task Force (EITF) Issue No. 94-3. SFAS 146 requires that the liability for costs associated with an exit or disposal activity be recognized when the liability is incurred. Under EITF No. 94-3, a liability for an exit cost was recognized at the date of a company’s commitment to an exit plan. SFAS 146 also establishes that the liability should initially be measured and recorded at fair value. Accordingly, SFAS 146 may affect the timing of recognizing future restructuring costs as well as the amount recognized. The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002. We adopted the Statement effective January 1, 2003 and it did not affect our consolidated financial position or results of operations.

      In November 2002, the FASB issued FASB Interpretation No. 45 (“FIN 45”), Guarantor’s Accounting for Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, an

14


 

AMERCO (Debtor in Possession) AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

interpretation of FASB Statements No. 5, 57, and 107 and rescission of FASB Interpretation No. 34, Disclosure of Indirect Guarantees of Indebtedness of Others. FIN 45 clarifies the requirements for a guarantor’s accounting for and disclosure of certain guarantees issued and outstanding. It also requires a guarantor to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. This Interpretation also incorporates without reconsideration the guidance in FASB Interpretation No. 34, which was superseded. As a result of FIN 45, the Company has recorded a $125 million liability at March 31, 2003 and December 31, 2003, which is management’s estimate of the liability associated with the guarantee of the indebtedness of an affiliate of Private Mini Storage Realty, L. P. which was entered into in February 2003.

      In December 2002, the FASB issued Statement of Financial Accounting Standards 148 (“SFAS 148”), “Accounting for Stock-Based Compensation -Transition and Disclosure”, which amends Statement of Financial Accounting Standards No. 123 (“SFAS 123”), “Accounting for Stock-Based Compensation”. SFAS 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS 148 amends the disclosure requirement of SFAS 123 to require more prominent and more frequent disclosures in financial statements of the effects of stock-based compensation. The transition guidance and annual disclosure provisions of SFAS 148 are effective for fiscal years ending after December 15, 2002. The interim disclosure provisions are effective for financial reports containing condensed financial statements for interim periods beginning after December 15, 2002. We have adopted this statement and it had no impact on the Company’s consolidated balance sheet or results of operations.

      In April 2003, the FASB issued Statement of Financial Accounting Standards 149, (“SFAS 149”) “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” This Statement amends and clarifies the accounting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under SFAS 133. In particular, SFAS 149 (1) clarifies under what circumstances a contract with an initial net investment meets the characteristic of a derivative as discussed in SFAS 133, (2) clarifies when a derivative contains a financing component, (3) amends the definition of an underlying derivative to conform it to the language used in FIN 45, and (4) amends certain other existing pronouncements. SFAS 149 is generally effective for contracts entered into or modified after June 30, 2003. The Company does not believe the adoption of SFAS No. 149 will have a material impact on the Company’s financial position, results of operations or cash flows.

      In May 2003, the FASB issued SFAS 150 (“SFAS 150”), Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. This Statement establishes standards for classifying and measuring as liabilities certain financial instruments that embody obligations of the issuer and have characteristics of both liabilities and equity. SFAS No. 150 is effective at the beginning of the first interim period beginning after June 15, 2003; including all financial instruments created or modified after May 31, 2003. SFAS 150 currently has no impact on the Company.

      In January 2003, the FASB issued Interpretation Number 46, Consolidation of Variable Interest Entities (“FIN 46”), an interpretation of Accounting Research Bulletin No. 51. FIN 46 requires that variable interest entities be consolidated by a company if that company absorbs a majority of the entity’s expected losses, receives a majority of its expected residual returns, or both, as a result of holding a variable interest. In December 2003, the FASB issued FIN 46R, which reflected certain amendments to the standard. The provisions of FIN 46, as revised, are effective for the first interim or annual period ending after March 15, 2004 when certain conditions are met by a variable interest entity. At this time an evaluation is being conducted to determine whether the adoption of FIN 46 will require that we consolidate SAC Holdings’ investment in Private Mini.

15


 

AMERCO (Debtor in Possession) AND CONSOLIDATED SUBSIDIARIES AND

SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
6. Consolidating balance sheets by industry segment as of December 31, 2003 are as follows:
                                                           
U-Haul
Balance Sheet, Moving and Property and
December 31, Storage Casualty Life AMERCO
2003 AMERCO Operations Real Estate Insurance(a) Insurance(a) Eliminations Consolidated








(In thousands)
Assets:
                                                       
Cash and cash equivalents
  $ 92,252     $ 35,437     $ 346     $ (4,532 )   $ 9,286     $     $ 132,789  
Trade receivables, net
          17,078       14,248       216,227       22,540             270,093  
Notes and mortgage receivables, net
          47,825       4,853                         52,678  
Inventories, net
          50,479       1                         50,480  
Prepaid expenses
    2,339       16,458       12                         18,809  
Investments, fixed maturities
                      180,396       588,316             768,712  
Investments, other
    135,000       164,553       228,203       152,931       253,648       (50,027 )(d)     884,308  
Deferred policy acquisition costs, net
                      6,459       80,144             86,603  
Other assets
    470,887       273,370       2,914       117,405       1,399       (793,968 )(d)     72,007  
     
     
     
     
     
     
     
 
      700,478       605,200       250,577       668,886       955,333       (843,995 )     2,336,479  
Investment in Subsidiaries
    1,139,016                               (1,139,016 )(c)      
Investment in SAC
    (42,664 )                                   (42,664 )
     
     
     
     
     
     
     
 
Total Investment in Subsidiaries
    1,096,352                               (1,139,016 )     (42,664 )
Property, plant, and equipment, at cost:
                                                       
 
Land
          20,690       138,818                         159,508  
 
Buildings and improvements
          148,727       603,150                         751,877  
 
Furniture and equipment
    460       274,632       18,081                         293,173  
 
Rental trailers and other rental equipment
          156,237                               156,237  
 
Rental trucks
          1,208,303                               1,208,303  
 
SAC Holdings — Property, plant and equipment(b)
                                         
     
     
     
     
     
     
     
 
      460       1,808,589       760,049                         2,569,098  
Less: Accumulated depreciation
    325       1,054,834       263,658                         1,318,817  
     
     
     
     
     
     
     
 
 
Total property, plant and equipment
    135       753,755       496,391                         1,250,281  
     
     
     
     
     
     
     
 
Total Assets
  $ 1,796,965     $ 1,358,955     $ 746,968     $ 668,886     $ 955,333     $ (1,983,011 )   $ 3,544,096  
     
     
     
     
     
     
     
 

[Additional columns below]

[Continued from above table, first column(s) repeated]
                           
Balance Sheet, SAC Moving
December 31, and Storage Total
2003 Operations Eliminations Consolidated




(In thousands)
Assets:
                       
Cash and cash equivalents
  $ 4,077     $     $ 136,866  
Trade receivables, net
          (30,715 )(d)     239,378  
Notes and mortgage receivables, net
          (35,549 )(d)     17,129  
Inventories, net
    4,750             55,230  
Prepaid expenses
    1,411       (2,733 )(d)     17,487  
Investments, fixed maturities
          (5,039 )(d)     763,673  
Investments, other
    1,701       (411,031 )(d)     474,978  
Deferred policy acquisition costs, net
                86,603  
Other assets
    55,931       (29,508 )     98,430  
     
     
     
 
      67,870       (514,575 )(c)     1,889,774  
Investment in Subsidiaries
                 
Investment in SAC
          42,664 (c)      
     
     
     
 
Total Investment in Subsidiaries
          42,664        
Property, plant, and equipment, at cost:
                       
 
Land
                159,508  
 
Buildings and improvements
                751,877  
 
Furniture and equipment
                293,173  
 
Rental trailers and other rental equipment
                156,237  
 
Rental trucks
                1,208,303  
 
SAC Holdings — Property, plant and equipment(b)
    991,486       (258,271 )(h)     733,215  
     
     
     
 
      991,486       (258,271 )     3,302,313  
Less: Accumulated depreciation
    74,877       (8,062 )     1,385,632  
     
     
     
 
 
Total property, plant and equipment
    916,609       (250,209 )     1,916,681  
     
     
     
 
Total Assets
  $ 984,479     $ (722,120 )   $ 3,806,455  
     
     
     
 


 
(a) Balances as of September 30, 2003
 
(b) Included in this caption is land of $260,496, buildings and improvements of $727,586 and furniture and equipment of $3,404
 
(c) Eliminate investment in subsidiaries
 
(d) Eliminate intercompany receivables and payables
 
(e) Eliminate intercompany lease income
 
(f) Eliminate intercompany premiums
 
(g) Eliminate intercompany interest on debt
 
(h) Eliminate gain on sale of surplus property from AMERCO to SAC

16


 

AMERCO (Debtor in Possession) AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
6. Consolidating balance sheets by industry segment as of December 31, 2003 are as follows:
                                                             
Balance
Sheet — U-Haul
December 31, Moving and Property and
2003 Storage Casualty Life AMERCO
(Continued) AMERCO Operations Real Estate Insurance(a) Insurance(a) Eliminations Consolidated








(In thousands)
Liabilities:
                                                       
Payables and accrued expenses
  $ 214,646     $ 264,157     $ 436     $     $ 655     $ (100,647 )(c)   $ 379,247  
 
AMERCO’s notes and loans payable
    54,941       30,158                         281 (d)     85,380  
 
SAC Holdings’ notes and loans payable
                                         
 
Policy benefits and losses, claims and loss expenses payable
          197,278             457,685       181,258             836,221  
 
Liabilities from investment contracts
                            603,992             603,992  
 
Other policyholders’ funds and liabilities
                      21,051       24,472             45,523  
 
Deferred income
          22,690       36       15,229                   37,955  
 
Deferred income taxes
    147,591       235,246       94,914             16,795       (371,377 )     123,169  
 
Other liabilities
                321,801             10,951       (332,752 )(d)      
 
Liabilities subject to compromise
    809,808             105,064                   (39,500 )(d)     875,372  
     
     
     
     
     
     
     
 
Total Liabilities
    1,226,986       749,529       522,251       493,965       838,123       (843,995 )     2,986,859  
Minority Interest
                                         
Stockholders’ equity:
                                                       
Series preferred stock:
                                                       
   
Series A preferred stock
                                         
   
Series B preferred stock
                                         
Series A common stock
    1,441                                     1,441  
Common Stock
    9,122       540       1       3,300       2,500       (6,341 )(c)     9,122  
Additional paid in- capital
    396,048       121,230       147,481       70,023       16,435       (355,169 )(c)     396,048  
Additional paid-in- capital — SAC
    3,199                                     3,199  
Accumulated other comprehensive (loss)
    (25,801 )     (33,860 )           3,564       5,303       24,993 (c)     (25,801 )
Accumulated other comprehensive income/(loss) — SAC Holdings
    3,598                                     3,598  
Retained earnings
    600,531       534,258       77,235       98,034       92,972       (802,499 )(c)     600,531  
Cost of common shares in treasury, net
    (418,179 )                                   (418,179 )
Unearned ESOP shares
    20       (12,742 )                             (12,722 )
     
     
     
     
     
     
     
 
Total stockholders’ equity
    569,979       609,426       224,717       174,921       117,210       (1,139,016 )     557,237  
     
     
     
     
     
     
     
 
Total Liabilities and Stockholders’ Equity
  $ 1,796,965     $ 1,358,955     $ 746,968     $ 668,886     $ 955,333     $ (1,983,011 )   $ 3,544,096  
     
     
     
     
     
     
     
 

[Additional columns below]

[Continued from above table, first column(s) repeated]
                             
Balance
Sheet —
December 31, SAC Moving
2003 and Storage Total
(Continued) Operations Eliminations Consolidated




(In thousands)
Liabilities:
                       
Payables and accrued expenses
  $ 46,205     $ (66,266 )(d)   $ 359,186  
 
AMERCO’s notes and loans payable
                85,380  
 
SAC Holdings’ notes and loans payable
    990,079       (403,521 )(d)     586,558  
 
Policy benefits and losses, claims and loss expenses payable
                836,221  
 
Liabilities from investment contracts
                603,992  
 
Other policyholders’ funds and liabilities
                45,523  
 
Deferred income
    5,328       (32,241 )(d)     11,042  
 
Deferred income taxes
    (23,819 )     (98,005 )(h)     1,345  
 
Other liabilities
                 
 
Liabilities subject to compromise
                875,372  
     
     
     
 
Total Liabilities
    1,017,793       (600,033 )     3,404,619  
Minority Interest
    12,549       (12,549 )(c)      
Stockholders’ equity:
                       
Series preferred stock:
                       
   
Series A preferred stock
                 
   
Series B preferred stock
                 
Series A common stock
                1,441  
Common Stock
                9,122  
Additional paid in- capital
          (160,264 )(h)     235,784  
Additional paid-in- capital — SAC
    3,199       (3,199 )(c)     3,199  
Accumulated other comprehensive (loss)
                (25,801 )
Accumulated other comprehensive income/(loss) — SAC Holdings
    3,598       (3,598 )(c)     3,598  
Retained earnings
    (49,461 )     57,523 (c)     608,593  
Cost of common shares in treasury, net
    (3,199 )           (421,378 )
Unearned ESOP shares
                (12,722 )
     
     
     
 
Total stockholders’ equity
    (45,863 )     (109,538 )(c)     401,836  
     
     
     
 
Total Liabilities and Stockholders’ Equity
  $ 984,479     $ (722,120 )   $ 3,806,455  
     
     
     
 


 
(a) Balances as of September 30, 2003
 
(b) Included in this caption is land of $260,496, buildings and improvements of $727,586 and furniture and equipment of $3,404
 
(c) Eliminate investment in subsidiaries
 
(d) Eliminate intercompany receivables and payables
 
(e) Eliminate intercompany lease income
 
(f) Eliminate intercompany premiums
 
(g) Eliminate intercompany interest on debt
 
(h) Eliminate gain on sale of surplus property from AMERCO to SAC

17


 

AMERCO (Debtor in Possession) AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
6. Consolidating balance sheets by industry segment as of March 31, 2003 are as follows:
                                                           
U-Haul
Moving and Property and
Balance Sheet Storage Casualty Life AMERCO
March 31, 2003 AMERCO Operations Real Estate Insurance(a) Insurance(a) Eliminations Consolidated








(In thousands)
Assets:
                                                       
Cash and cash equivalents
  $ 18,524     $ 30,046     $ 174     $ 4,108     $ 9,320     $     $ 62,172  
Trade receivables, net
          3,238       12,823       224,427       23,062             263,550  
Notes and mortgage receivables, net
          29,668       6,020                         35,688  
Inventories, net
          49,229       4                         49,233  
Prepaid expenses
    87       27,400       11                         27,498  
Investments, fixed maturities
                      253,871       613,206             867,077  
Investments, other
    135,000       170,886       217,619       120,372       224,604       (79,707 )(d)     788,774  
Deferred policy acquisition costs, net
                      13,206       91,894             105,100  
Other assets
    471,884       161,825       3,991       88,660       2,289       (689,684 )(d)     38,965  
     
     
     
     
     
     
     
 
      625,495       472,292       240,642       704,644       964,375       (769,391 )     2,238,057  
Investment in Subsidiaries
    1,037,756                               (1,037,756 )(c)      
Investment in SAC
    (41,938 )                                   (41,938 )
     
     
     
     
     
     
     
 
Total Investment in Subsidiaries
    995,818                               (1,037,756 )     (41,938 )
Property, plant, and equipment, at cost:
                                                       
 
Land
          18,849       139,138                         157,987  
 
Buildings and improvements
          145,177       602,676                         747,853  
 
Furniture and equipment
    459       272,884       18,040                         291,383  
 
Rental trailers and other rental equipment
          149,707                               149,707  
 
Rental trucks
          1,140,294                               1,140,294  
 
SAC Holdings — Property, plant and equipment(b)
                                         
     
     
     
     
     
     
     
 
      459       1,726,911       759,854                         2,487,224  
Less: Accumulated depreciation
    315       990,412       254,409                         1,245,136  
     
     
     
     
     
     
     
 
 
Total property, plant and equipment
    144       736,499       505,445                         1,242,088  
     
     
     
     
     
     
     
 
Total Assets
  $ 1,621,457     $ 1,208,791     $ 746,087     $ 704,644     $ 964,375     $ (1,807,147 )   $ 3,438,207  
     
     
     
     
     
     
     
 

[Additional columns below]

[Continued from above table, first column(s) repeated]
                           
SAC
Moving and
Balance Sheet Storage Total
March 31, 2003 Operations Eliminations Consolidated




(In thousands)
Assets:
                       
Cash and cash equivalents
  $ 4,662     $     $ 66,834  
Trade receivables, net
          (7,754 )(d)     255,796  
Notes and mortgage receivables, net
          (24,879 )(d)     10,809  
Inventories, net
    4,037             53,270  
Prepaid expenses
    811       (6,463 )(d)     21,846  
Investments, fixed maturities
          (6,477 )(d)     860,600  
Investments, other
          (399,522 )(d)     389,252  
Deferred policy acquisition costs, net
                105,100  
Other assets
    24,635             63,600  
     
     
     
 
      34,145       (445,095 )(c)     1,827,107  
Investment in Subsidiaries
                 
Investment in SAC
          41,938 (c)      
     
     
     
 
Total Investment in Subsidiaries
          41,938        
Property, plant, and equipment, at cost:
                       
 
Land
                157,987  
 
Buildings and improvements
                747,853  
 
Furniture and equipment
                291,383  
 
Rental trailers and other rental equipment
                149,707  
 
Rental trucks
                1,140,294  
 
SAC Holdings — Property, plant and equipment(b)
    1,015,563       (258,271 )(h)     757,292  
     
     
     
 
      1,015,563       (258,271 )     3,244,516  
Less: Accumulated depreciation
    59,679       (6,616 )     1,298,199  
     
     
     
 
 
Total property, plant and equipment
    955,884       (251,655 )     1,946,317  
     
     
     
 
Total Assets
  $ 990,029     $ (654,812 )   $ 3,773,424  
     
     
     
 


(a)   Balances as of December 31, 2002
 
(b)   Included in this caption is land of $273,470, buildings and improvements of $739,534 and furniture and equipment of $2,559
 
(c)   Eliminate investment in subsidiaries
 
(d)   Eliminate intercompany receivables and payables
 
(e)   Eliminate intercompany lease income
 
(f)   Eliminate intercompany premiums
 
(g)   Eliminate intercompany interest on debt
 
(h)   Eliminate gain on sale of surplus property from AMERCO to SAC

18


 

AMERCO (Debtor in Possession) AND CONSOLIDATED SUBSIDIARIES AND

SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

6.     Consolidating balance sheets by industry segment as of March 31, 2003 are as follows:
                                                           
Balance U-Haul
Sheet — March Moving and Property and
31, 2003 Storage Casualty Life AMERCO
(Continued) AMERCO Operations Real Estate Insurance(a) Insurance(a) Eliminations Consolidated








(In thousands)
Liabilities:
                                                       
 
Payables and accrued expenses
  $ 139,496     $ 263,394     $ 7,892     $     $ 570     $ (39,735 )(c)   $ 371,617  
 
AMERCO’s notes and loans payable
    861,158       31,693       101,505                   (39,500 )(d)     954,856  
 
SAC Holdings’ notes and loans payable
                                         
 
Policy benefits and losses, claims and loss expenses payable
          168,666             485,383       182,583             836,632  
 
Liabilities from investment contracts
                            639,998             639,998  
 
Other policyholders’ funds and liabilities
                      20,164       10,145             30,309  
 
Deferred income
    2,863       30,943       1,011                         34,817  
 
Deferred income taxes
    120,446       214,715       94,914             8,664       (353,058 )(d)     85,681  
 
Other liabilities
                325,783             11,315       (337,098 )(d)      
 
Liabilities subject to compromise
                                         
     
     
     
     
     
     
     
 
Total Liabilities
    1,123,963       709,411       531,105       505,547       853,275       (769,391 )     2,953,910  
Minority Interest
                                         
Stockholders’ equity:
                                                       
Series preferred stock
                                         
 
Series A preferred stock
                                         
 
Series B preferred stock
                                         
Series A common stock
    1,441                                     1,441  
Common Stock
    9,122       540       1       3,300       2,500       (6,341 )(c)     9,122  
Additional paid in- capital
    396,050       121,230       147,481       70,023       16,435       (355,169 )(c)     396,050  
Additional paid-in- capital — SAC
    3,199                                     3,199  
Accumulated other comprehensive (loss)
    (54,278 )     (39,849 )           13,589       4,166       22,094 (c)     (54,278 )
Accumulated other comprehensive income/(loss) — SAC Holdings
    (1,487 )                                   (1,487 )
Retained earnings
    561,606       430,656       67,500       112,185       87,999       (698,340 )(c)     561,606  
Cost of common shares in treasury, net
    (418,179 )                                   (418,179 )
Unearned ESOP shares
    20       (13,197 )                             (13,177 )
     
     
     
     
     
     
     
 
Total stockholders’ equity
    497,494       499,380       214,982       199,097       111,100       (1,037,756 )     484,297  
     
     
     
     
     
     
     
 
Total Liabilities and Stockholders’ Equity
  $ 1,621,457     $ 1,208,791     $ 746,087     $ 704,644     $ 964,375     $ (1,807,147 )   $ 3,438,207  
     
     
     
     
     
     
     
 

[Additional columns below]

[Continued from above table, first column(s) repeated]
                           
Balance SAC
Sheet — March Moving and
31, 2003 Storage Total
(Continued) Operations Eliminations Consolidated




(In thousands)
Liabilities:
                       
 
Payables and accrued expenses
  $ 48,033     $ (32,633 )(d)   $ 387,017  
 
AMERCO’s notes and loans payable
                954,856  
 
SAC Holdings’ notes and loans payable
    983,190       (394,171 )(d)     589,019  
 
Policy benefits and losses, claims and loss expenses payable
                836,632  
 
Liabilities from investment contracts
                639,998  
 
Other policyholders’ funds and liabilities
                30,309  
 
Deferred income
    12,033       (6,463 )(d)     40,387  
 
Deferred income taxes
    (19,918 )     (98,005 )(h)     (32,242 )
 
Other liabilities
                 
 
Liabilities subject to compromise
                 
     
     
     
 
Total Liabilities
    1,023,338       (531,272 )     3,445,976  
Minority Interest
    11,828       (11,828 )(c)      
Stockholders’ equity:
                       
Series preferred stock
                 
 
Series A preferred stock
                 
 
Series B preferred stock
                 
Series A common stock
                1,441  
Common Stock
                9,122  
Additional paid in- capital
          (160,266 )(h)     235,784  
Additional paid-in- capital — SAC
    3,199       (3,199 )(c)     3,199  
Accumulated other comprehensive (loss)
                (54,278 )
Accumulated other comprehensive income/(loss) — SAC Holdings
    (1,487 )     1,487 (c)     (1,487 )
Retained earnings
    (43,650 )     50,266 (c)     568,222  
Cost of common shares in treasury, net
    (3,199 )           (421,378 )
Unearned ESOP shares
                (13,177 )
     
     
     
 
Total stockholders’ equity
    (45,137 )     (111,712 )(c)     327,448  
     
     
     
 
Total Liabilities and Stockholders’ Equity
  $ 990,029     $ (654,812 )   $ 3,773,424  
     
     
     
 


(a)   Balances as of December 31, 2002
 
(b)   Included in this caption is land of $273,470, buildings and improvements of $739,534 and furniture and equipment of $2,559
 
(c)   Eliminate investment in subsidiaries

(d)  Eliminate intercompany receivables and payables

(e)   Eliminate intercompany lease income
 
(f)   Eliminate intercompany premiums

(g)  Eliminate intercompany interest on debt

(h)   Eliminate gain on sale of surplus property from AMERCO to SAC

19


 

AMERCO (Debtor in Possession) AND CONSOLIDATED SUBSIDIARIES AND

SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
6. Consolidating statements of operations by industry segment for the quarter ended December 31, 2003 are as follows:
                                                             
Quarter
Ended U-Haul
December Moving and Property and
31, Storage Casualty Life AMERCO
2003 AMERCO Operations Real Estate Insurance(a) Insurance(a) Eliminations Consolidated








(In thousands)
Revenues:
                                                       
 
Rental revenue
  $     $ 356,803     $ 20,131     $     $     $ (20,215 )(e)   $ 356,719  
 
Net sales
          36,655       15                         36,670  
 
Premiums
                      20,106       36,427       (445 )(f)     56,088  
 
Net investment and interest income
    529       6,908       2,017       7,258       4,743             21,455  
     
     
     
     
     
     
     
 
 
Total Revenues
    529       400,366       22,163       27,364       41,170       (20,660 )     470,932  
Costs and expenses:
                                                       
 
Operating expenses
    13,766       283,936       3,687       3,460       6,020       (20,660 )(e)     290,209  
 
Commission expenses
          38,123                               38,123  
 
Cost of sales
          19,684       5                         19,689  
 
Benefits and losses
                      26,597       24,359             50,956  
 
Amortization of deferred policy acquisition costs
                      4,676       6,351             11,027  
 
Lease expense
    231       36,224       3,136                         39,591  
 
Depreciation, net
    3       32,799       926                         33,728  
     
     
     
     
     
     
     
 
   
Total costs and expenses
    14,000       410,766       7,754       34,733       36,730       (20,660 )     483,323  
Equity in earnings of AREC, UHI, RW & OLIC
    (2,983 )                             2,983        
Equity in earnings of SAC
    216                                     216  
     
     
     
     
     
     
     
 
Total — equity earnings in subsidiaries
    (2,767 )                             2,983       216  
Earnings (losses) from operations
    (16,238 )     (10,400 )     14,409       (7,369 )     4,440       2,983       (12,175 )
 
Interest Expense
    14,485       (2,868 )     8,127                         19,744  
     
     
     
     
     
     
     
 
Pretax earnings (loss)
    (30,723 )     (7,532 )     6,282       (7,369 )     4,440       2,983       (31,919 )
 
Income tax benefit (expense)
    8,574       3,238       (2,557 )     2,573       (2,058 )           9,770  
     
     
     
     
     
     
     
 
 
Net earnings (loss)
    (22,149 )     (4,294 )     3,725       (4,796 )     2,382       2,983       (22,149 )
Less: Preferred stock dividends
    3,241                                     3,241  
     
     
     
     
     
     
     
 
Earnings (loss) available to common shareholders
  $ (25,390 )   $ (4,294 )   $ 3,725     $ (4,796 )   $ 2,382     $ 2,983     $ (25,390 )
     
     
     
     
     
     
     
 

[Additional columns below]

[Continued from above table, first column(s) repeated]
                             
Quarter
Ended SAC
December Moving and
31, Storage Total
2003 Operations Eliminations Consolidated




(In thousands)
Revenues:
                       
 
Rental revenue
  $ 43,298     $ (13,520 )(e)   $ 386,497  
 
Net sales
    10,501             47,171  
 
Premiums
                56,088  
 
Net investment and interest income
          (8,628 )(g)     12,827  
     
     
     
 
 
Total Revenues
    53,799       (22,148 )     502,583  
Costs and expenses:
                       
 
Operating expenses
    24,926       (3,156 )(e)     311,979  
 
Commission expenses
          (6,987 )(e)     31,136  
 
Cost of sales
    4,218             23,907  
 
Benefits and losses
                50,956  
 
Amortization of deferred policy acquisition costs
                11,027  
 
Lease expense
          (3,377 )(e)     36,214  
 
Depreciation, net
    5,148       (482 )(h)     38,394  
     
     
     
 
   
Total costs and expenses
    34,292       (14,002 )     503,613  
Equity in earnings of AREC, UHI, RW & OLIC
                 
Equity in earnings of SAC
          (216 )      
     
     
     
 
Total — equity earnings in subsidiaries
          (216 )      
Earnings (losses) from operations
    19,507       (8,362 )     (1,030 )
 
Interest Expense
    20,052       (8,628 )(g)     31,168  
     
     
     
 
Pretax earnings (loss)
    (545 )     266       (32,198 )
 
Income tax benefit (expense)
    761             10,531  
     
     
     
 
 
Net earnings (loss)
    216       266       (21,667 )
Less: Preferred stock dividends
                3,241  
     
     
     
 
Earnings (loss) available to common shareholders
  $ 216     $ 266     $ (24,908 )
     
     
     
 


(a)   Balances are for the quarter ending September 30, 2003
 
(b)   Included in this caption is land of $260,496, buildings and improvements of $727,586 and furniture and equipment of $3,404
 
(c)   Eliminate investment in subsidiaries
 
(d)   Eliminate intercompany receivables and payables
 
(e)   Eliminate intercompany lease income
 
(f)   Eliminate intercompany premiums
 
(g)   Eliminate intercompany interest on debt
 
(h)   Eliminate gain on sale of surplus property from AMERCO to SAC

20


 

AMERCO (Debtor in Possession) AND CONSOLIDATED SUBSIDIARIES AND

SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
6. Consolidating statements of operations by industry segment for the quarter ended December 31, 2002 are as follows (as restated):
                                                             
Quarter U-Haul
Ended Moving and Property and
December Storage Casualty Life AMERCO
31, 2002 AMERCO Operations Real Estate Insurance(a) Insurance(a) Eliminations Consolidated








(In thousands)
Revenues:
                                                       
 
Rental revenue
  $     $ 307,938     $ 21,675     $     $     $ (21,747 )(e)   $ 307,866  
 
Net sales
          34,881       13                         34,894  
 
Premiums
                      40,557       40,406       (848 )(f)     80,115  
 
Net investment and interest income
    (8,403 )     7,280       3,056       6,207       5,263       3,952       17,355  
     
     
     
     
     
     
     
 
 
Total Revenues
    (8,403 )     350,099       24,744       46,764       45,669       (18,643 )     440,230  
Costs and expenses:
                                                       
 
Operating expenses
    6,265       253,244       6,964       13,587       9,706       (24,856 )(e)     264,910  
 
Commission expenses
          38,864                               38,864  
 
Cost of sales
          18,876       1                         18,877  
 
Benefits and losses
                      31,788       27,921             59,709  
 
Amortization of deferred policy acquisition costs
                      1,638       4,615             6,253  
 
Lease expense
    234       32,268       2,748                         35,250  
 
Depreciation, net
    13       27,942       1,174                         29,129  
     
     
     
     
     
     
     
 
   
Total costs and expenses
    6,512       371,194       10,887       47,013       42,242       (24,856 )     452,992  
Equity in earnings of AREC, UHI, RW & OLIC
    (6,323 )                             6,323        
Equity in earnings of SAC
    (4,338 )                                   (4,338 )
     
     
     
     
     
     
     
 
Total — equity earnings in subsidiaries
    (10,661 )                             6,323       (4,338 )
Earnings (losses) from operations
    (25,576 )     (21,095 )     13,857       (249 )     3,427       12,536       (17,100 )
 
Interest Expense
    12,632       1,532       7,853                         22,017  
 
Fees on early extinguishment of BBAT’s
    26,551                                     26,551  
     
     
     
     
     
     
     
 
Pretax earnings (loss)
    (64,759 )     (22,627 )     6,004       (249 )     3,427       12,536       (65,668 )
Income tax benefit (expense)
    18,494       (12,616 )     (15,264 )     881       (277 )     28,185       19,403  
     
     
     
     
     
     
     
 
 
Net earnings (loss)
    (46,265 )     (35,243 )     (9,260 )     632       3,150       40,721       (46,265 )
Less: Preferred stock dividends
    3,241                                     3,241  
     
     
     
     
     
     
     
 
Earnings (loss) available to common shareholders
  $ (49,506 )   $ (35,243 )   $ (9,260 )   $ 632     $ 3,150     $ 40,721     $ (49,506 )
     
     
     
     
     
     
     
 

[Additional columns below]

[Continued from above table, first column(s) repeated]
                             
Quarter SAC
Ended Moving and
December Storage Total
31, 2002 Operations Eliminations Consolidated




(In thousands)
Revenues:
                       
 
Rental revenue
  $ 39,369     $ (11,475 )(e)   $ 335,760  
 
Net sales
    10,180             45,074  
 
Premiums
                80,115  
 
Net investment and interest income
          (11,081 )(g)     6,274  
     
     
     
 
 
Total Revenues
    49,549       (22,556 )     467,223  
Costs and expenses:
                       
 
Operating expenses
    24,698       (2,850 )(e)     286,758  
 
Commission expenses
          (6,640 )(e)     32,224  
 
Cost of sales
    3,545             22,422  
 
Benefits and losses
                59,709  
 
Amortization of deferred policy acquisition costs
                6,253  
 
Lease expense
          (1,985 )(e)     33,265  
 
Depreciation, net
    4,667       (482 )(h)     33,314  
     
     
     
 
   
Total costs and expenses
    32,910       (11,957 )     473,945  
Equity in earnings of AREC, UHI, RW & OLIC
                 
Equity in earnings of SAC
          4,338        
     
     
     
 
Total — equity earnings in subsidiaries
          4,338        
Earnings (losses) from operations
    16,639       (6,261 )     (6,722 )
 
Interest Expense
    20,483       (11,081 )(g)     31,419  
 
Fees on early extinguishment of BBAT’s
                26,551  
     
     
     
 
Pretax earnings (loss)
    (3,844 )     4,820       (64,692 )
Income tax benefit (expense)
    (494 )           18,909  
     
     
     
 
 
Net earnings (loss)
    (4,338 )     4,820       (45,783 )
Less: Preferred stock dividends
                3,241  
     
     
     
 
Earnings (loss) available to common shareholders
  $ (4,338 )   $ 4,820     $ (49,024 )
     
     
     
 


 
(a) Balances are for the quarter ending September 30, 2002
 
(b) Included in this caption is land of $260,496, buildings and improvements of $727,586 and furniture and equipment of $3,404
 
(c) Eliminate investment in subsidiaries
 
(d) Eliminate intercompany receivables and payables
 
(e) Eliminate intercompany lease income
 
(f) Eliminate intercompany premiums
 
(g) Eliminate intercompany interest on debt
 
(h) Eliminate gain on sale of surplus property from AMERCO to SAC

21


 

AMERCO (Debtor in Possession) AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
6.  Consolidating statements of operations by industry segment for the nine months ended December 31, 2003 are as follows:
                                                             
Nine Months U-Haul
Ended Moving and Property and
December 31, Storage Casualty Life AMERCO
2003 AMERCO Operations Real Estate Insurance(a) Insurance(a) Eliminations Consolidated








(In thousands)
Revenues:
                                                       
 
Rental revenue
  $     $ 1,220,036     $ 50,271     $     $     $ (50,376 )(e)   $ 1,219,931  
 
Net sales
          142,375       52                         142,427  
 
Premiums
                      78,247       112,852       (3,075 )(f)     188,024  
 
Net investment and interest income
    1,057       22,740       6,012       19,180       15,420             64,409  
     
     
     
     
     
     
     
 
 
Total revenues
    1,057       1,385,151       56,335       97,427       128,272       (53,451 )     1,614,791  
Costs and expenses:
                                                       
 
Operating expenses
    32,399       817,768             17,761       23,173       (53,451 )(e)     837,650  
 
Commission expenses
          139,065                               139,065  
 
Cost of sales
          70,099       21                         70,120  
 
Benefits and losses
                      89,594       80,207             169,801  
 
Amortization of deferred policy acquisition costs
                      11,842       17,044             28,886  
 
Lease expense
    691       110,758       10,741                         122,190  
 
Depreciation, net
    10       93,693       5,092                         98,795  
     
     
     
     
     
     
     
 
   
Total costs and expenses
    33,100       1,231,383       15,854       119,197       120,424       (53,451 )     1,466,507  
Equity in earnings of AREC, UHI, RW & OLIC
    104,158                               (104,158 )      
Equity in earnings of SAC
    (5,811 )                                   (5,811 )
     
     
     
     
     
     
     
 
Total — equity earnings in subsidiaries
    98,347                               (104,158 )     (5,811 )
Earnings (loss) from operations
    66,304       153,768       40,481       (21,770 )     7,848       (104,158 )     142,473  
 
Interest Expense
    44,414       (8,018 )     23,965                         60,361  
     
     
     
     
     
     
     
 
Pretax earnings (loss)
    21,890       161,786       16,516       (21,770 )     7,848       (104,158 )     82,112  
 
Income tax benefit (expense)
    26,758       (58,184 )     (6,781 )     7,619       (2,876 )           (33,464 )
     
     
     
     
     
     
     
 
 
Net earnings (loss)
    48,648       103,602       9,735       (14,151 )     4,972       (104,158 )     48,648  
Less: Preferred stock dividends
    9,723                                     9,723  
     
     
     
     
     
     
     
 
Earnings (loss) available to common shareholders
  $ 38,925     $ 103,602     $ 9,735     $ (14,151 )   $ 4,972     $ (104,158 )   $ 38,925  
     
     
     
     
     
     
     
 

[Additional columns below]

[Continued from above table, first column(s) repeated]
                             
Nine Months
Ended SAC Moving
December 31, and Storage Total
2003 Operations Eliminations Consolidated




(In thousands)
Revenues:
                       
 
Rental revenue
  $ 127,415     $ (42,876 )(e)   $ 1,304,470  
 
Net sales
    39,621             182,048  
 
Premiums
                188,024  
 
Net investment and interest income
          (28,795 )(g)     35,614  
     
     
     
 
 
Total revenues
    167,036       (71,671 )     1,710,156  
Costs and expenses:
                       
 
Operating expenses
    81,541       (9,811 )(e)     909,380  
 
Commission expenses
          (22,933 )(e)     116,132  
 
Cost of sales
    16,903             87,023  
 
Benefits and losses
                169,801  
 
Amortization of deferred policy acquisition costs
                28,886  
 
Lease expense
          (10,132 )(e)     112,058  
 
Depreciation, net
    16,007       (1,446 )(h)     113,356  
     
     
     
 
   
Total costs and expenses
    114,451       (44,322 )     1,536,636  
Equity in earnings of AREC, UHI, RW & OLIC
                 
Equity in earnings of SAC
          5,811        
     
     
     
 
Total — equity earnings in subsidiaries
          5,811        
Earnings (loss) from operations
    52,585       (21,538 )     173,520  
 
Interest Expense
    61,273       (28,795 )(g)     92,839  
     
     
     
 
Pretax earnings (loss)
    (8,688 )     7,257       80,681  
 
Income tax benefit (expense)
    2,877             (30,587 )
     
     
     
 
 
Net earnings (loss)
    (5,811 )     7,257       50,094  
Less: Preferred stock dividends
                9,723  
     
     
     
 
Earnings (loss) available to common shareholders
  $ (5,811 )   $ 7,257     $ 40,371  
     
     
     
 


 
(a) Balances for the nine months ending September 30, 2003
 
(b) Included in this caption is land of $260,496, buildings and improvements of $727,586 and furniture and equipment of $3,404
 
(c) Eliminate investment in subsidiaries
 
(d) Eliminate intercompany receivables and payables
 
(e) Eliminate intercompany lease income
 
(f) Eliminate intercompany premiums
 
(g) Eliminate intercompany interest on debt
 
(h) Eliminate gain on sale of surplus property from AMERCO to SAC

22


 

AMERCO (Debtor in Possession) AND CONSOLIDATED SUBSIDIARIES AND

SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

6.     Consolidating statements of operations by industry segment for the nine months ended December 31, 2002 are as follows (as restated):
                                                               
Nine Months U-Haul
Ended Moving and Property and
December 31, Storage Casualty Life AMERCO
2002 AMERCO Operations Real Estate Insurance(a) Insurance(a) Eliminations Consolidated








(In thousands)
Revenues:
                                                       
 
Rental revenue
  $     $ 1,146,849     $ 51,384     $     $     $ (52,092 )(e)   $ 1,146,141  
 
Net sales
          137,554       48                         137,602  
 
Premiums
                      126,876       121,099       (4,844 )(f)     243,131  
 
Net investment and interest income
    1,811       23,243       8,040       21,464       13,036       (7,692 )     59,902  
     
     
     
     
     
     
     
 
   
Total revenues
    1,811       1,307,646       59,472       148,340       134,135       (64,628 )     1,586,776  
Costs and expenses:
                                                       
 
Operating expenses
    11,399       824,302       5,080       26,234       29,555       (61,642 )(e)     834,928  
 
Commission expenses
          144,148                               144,148  
 
Cost of sales
          71,481       17                         71,498  
 
Benefits and losses
                      111,733       88,409             200,142  
 
Amortization of deferred policy acquisition costs
                      13,159       14,736             27,895  
 
Lease expense
    697       120,407       7,480                         128,584  
 
Depreciation, net
    21       83,933       5,437                         89,391  
     
     
     
     
     
     
     
 
     
Total costs and expenses
    12,117       1,244,271       18,014       151,126       132,700       (61,642 )     1,496,586  
Equity in earnings of AREC, UHI, RW & OLIC
    56,512                               (56,512 )      
Equity in earnings of SAC
    (5,394 )                                   (5,394 )
     
     
     
     
     
     
     
 
Total — equity earnings in subsidiaries
    51,118                               (56,512 )     (5,394 )
Earnings (losses) from operations
    40,812       63,375       41,458       (2,786 )     1,435       (59,498 )     84,796  
 
Interest Expense
    29,842       7,657       16,650                         54,149  
 
Fees on early extinguishment of BBAT’s
    26,551                                     26,551  
     
     
     
     
     
     
     
 
Pretax earnings (loss)
    (15,581 )     55,718       24,808       (2,786 )     1,435       (59,498 )     4,096  
Income tax benefit (expense)
    14,259       (38,122 )     (8,683 )     (79 )     (978 )     28,185       (5,418 )
     
     
     
     
     
     
     
 
 
Net earnings (loss)
    (1,322 )     17,596       16,125       (2,865 )     457       (31,313 )     (1,322 )
Less: Preferred stock dividends
    9,723                                     9,723  
     
     
     
     
     
     
     
 
Earnings (loss) available to common shareholders
  $ (11,045 )   $ 17,596     $ 16,125     $ (2,865 )   $ 457     $ (31,313 )   $ (11,045 )
     
     
     
     
     
     
     
 

[Additional columns below]

[Continued from above table, first column(s) repeated]
                               
Nine Months SAC
Ended Moving and
December 31, Storage Total
2002 Operations Eliminations Consolidated




(In thousands)
Revenues:
                       
 
Rental revenue
  $ 123,760     $ (36,858 )(e)   $ 1,233,043  
 
Net sales
    38,107             175,709  
 
Premiums
                243,131  
 
Net investment and interest income
          (28,394 )(g)     31,508  
     
     
     
 
   
Total revenues
    161,867       (65,252 )     1,683,391  
Costs and expenses:
                       
 
Operating expenses
    74,922       (9,195 )(e)     900,655  
 
Commission expenses
          (21,707 )(e)     122,441  
 
Cost of sales
    15,986             87,484  
 
Benefits and losses
                200,142  
 
Amortization of deferred policy acquisition costs
                27,895  
 
Lease expense
          (5,956 )(e)     122,628  
 
Depreciation, net
    14,457       (1,446 )(h)     102,402  
     
     
     
 
     
Total costs and expenses
    105,365       (38,304 )     1,563,647  
Equity in earnings of AREC, UHI, RW & OLIC
                 
Equity in earnings of SAC
          5,394        
     
     
     
 
Total — equity earnings in subsidiaries
          5,394        
Earnings (losses) from operations
    56,502       (21,554 )     119,744  
 
Interest Expense
    60,551       (28,394 )(g)     86,306  
 
Fees on early extinguishment of BBAT’s
                26,551  
     
     
     
 
Pretax earnings (loss)
    (4,049 )     6,840       6,887  
Income tax benefit (expense)
    (1,345 )           (6,763 )
     
     
     
 
 
Net earnings (loss)
    (5,394 )     6,840       124  
Less: Preferred stock dividends
                9,723  
     
     
     
 
Earnings (loss) available to common shareholders
  $ (5,394 )   $ 6,840     $ (9,599 )
     
     
     
 


 
(a) Balances are for the nine months ending September 30, 2002
 
(b) Included in this caption is land of $260,496, buildings and improvements of $727,586 and furniture and equipment of $3,404
 
(c) Eliminate investment in subsidiaries
 
(d) Eliminate intercompany receivables and payables
 
(e) Eliminate intercompany lease income
 
(f) Eliminate intercompany premiums
 
(g) Eliminate intercompany interest on debt
 
(h) Eliminate gain on sale of surplus property from AMERCO to SAC

23


 

AMERCO (Debtor in Possession) AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
6.  Consolidating cash flow statements by industry segment for the nine months ended December 31, 2003 are as follows:
                                                               
Cash Flow U-Haul
Nine Months Moving and Property and
December 31, Storage Casualty Life AMERCO
2003 AMERCO Operations Real Estate Insurance(a) Insurance(a) Eliminations Consolidated








(In thousands)
Net cash provided by (used by) operating activities
  $ 68,079     $ 115,179     $ (1,220 )   $ (55,586 )   $ 11,798     $     $ 138,250  
     
     
     
     
     
     
     
 
Cash flows from investing activities:
                                                       
 
Purchases of investments:
                                                       
   
Property, plant and equipment
          (131,746 )     (2,061 )                       (133,807 )
   
Fixed maturities
                      (5,358 )     (45,304 )           (50,662 )
   
Other asset investment
                      (31,223 )     (46,919 )           (78,142 )
 
Proceeds from sale of investments:
                                                       
   
Property, plant and equipment
          21,430       3,323                         24,753  
   
Fixed maturities
                      83,527       87,878             171,405  
   
Other asset investment
          73       130             28,534             28,737  
     
     
     
     
     
     
     
 
Net cash provided by (used by) investing activities
          (110,243 )     1,392       46,946       24,189             (37,716 )
     
     
     
     
     
     
     
 
Cash flows from financing activities:
                                                       
   
Net change in short-term borrowings
    5,649                                     5,649  
   
Proceeds from notes
    50,000                                     50,000  
   
Debt issuance costs
                                         
   
Leverage Employee Stock Ownership Plan:
                                                       
     
Purchase of shares
                                         
     
Repayments from loan
          455                               455  
   
Principal payments on notes
    (50,000 )                                   (50,000 )
   
Preferred stock dividends paid
                                         
   
Treasury stock acquisitions, net
                                         
   
Investment contract deposits
                            43,020             43,020  
   
Investment contract withdrawals
                            (79,041 )           (79,041 )
     
     
     
     
     
     
     
 
Net cash used by investing activities
    5,649       455                   (36,021 )           (29,917 )
     
     
     
     
     
     
     
 
Increase (decrease) in cash and cash equivalents
    73,728       5,391       172       (8,640 )     (34 )           70,617  
Cash and cash equivalents at the beginning of period
    18,524       30,046       174       4,108       9,320             62,172  
     
     
     
     
     
     
     
 
Cash and cash equivalents at the end of period
  $ 92,252     $ 35,437     $ 346     $ (4,532 )   $ 9,286     $     $ 132,789  
     
     
     
     
     
     
     
 

[Additional columns below]

[Continued from above table, first column(s) repeated]
                               
Cash Flow SAC
Nine Months Moving and
December 31, Storage Total
2003 Operations Eliminations Consolidated




(In thousands)
Net cash provided by (used by) operating activities
  $ 1,208     $ 11,743     $ 151,201  
     
     
     
 
Cash flows from investing activities:
                       
 
Purchases of investments:
                       
   
Property, plant and equipment
    (19,254 )     5,717       (147,344 )
   
Fixed maturities
                (50,662 )
   
Other asset investment
    (29,508 )     29,508       (78,142 )
 
Proceeds from sale of investments:
                       
   
Property, plant and equipment
    43,331       (37,614 )     30,470  
   
Fixed maturities
                171,405  
   
Other asset investment
                28,737  
     
     
     
 
Net cash provided by (used by) investing activities
    (5,431 )     (2,389 )     (45,536 )
     
     
     
 
Cash flows from financing activities:
                       
   
Net change in short-term borrowings
                5,649  
   
Proceeds from notes
    10,791       (10,791 )     50,000  
   
Debt issuance costs
                 
   
Leverage Employee Stock Ownership Plan:
                       
     
Purchase of shares
                 
     
Repayments from loan
                455  
   
Principal payments on notes
    (7,153 )     1,437       (55,716 )
   
Preferred stock dividends paid
                 
   
Treasury stock acquisitions, net
                 
   
Investment contract deposits
                43,020  
   
Investment contract withdrawals
                (79,041 )
     
     
     
 
Net cash used by investing activities
    3,638       (9,354 )     (35,633 )
     
     
     
 
Increase (decrease) in cash and cash equivalents
    (585 )           70,032  
Cash and cash equivalents at the beginning of period
    4,662             66,834  
     
     
     
 
Cash and cash equivalents at the end of period
  $ 4,077     $     $ 136,866  
     
     
     
 


 
(a) Balances for the nine months ending September 30, 2003

24


 

AMERCO (Debtor in Possession) AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
6. Consolidating cash flow statements by industry segment for the nine months ended December 31, 2002 are as follows (as restated):
                                                               
Cash Flow U-Haul
Nine Months Moving and Property and
December 31, Storage Casualty Life AMERCO
2002 AMERCO Operations Real Estate Insurance(a) Insurance(a) Eliminations Consolidated








(In thousands)
Net cash provided by (used in) operating activities
  $ 231,977     $ 78,008     $ (90,812 )   $ (45,151 )   $ (18,999 )   $     $ 155,023  
     
     
     
     
     
     
     
 
Cash flows from investing activities:
                                                       
 
Purchases of investments:
                                                       
   
Property, plant and equipment
    (76 )     (140,467 )     (12,538 )                       (153,081 )
   
Fixed maturities
                            (248,121 )           (248,121 )
   
Other asset investments
                      (9,229 )     (43,759 )           (52,988 )
 
Proceeds from sale of investments:
                                         
   
Property, plant and equipment
          49,573       134                         49,707  
   
Fixed maturities
          8,875       2,979       64,312       215,162             291,328  
   
Other asset investments
                      (13,070 )     19,214             6,144  
     
     
     
     
     
     
     
 
Net cash provided by (used in) investing activities
    (76 )     (82,019 )     (9,425 )     42,013       (57,504 )           (107,011 )
     
     
     
     
     
     
     
 
Cash flows from financial activities:
                                                       
 
Net change in short-term borrowings
                                         
 
Proceeds from notes
                99,981                         99,981  
 
Debt issuance costs
                                         
 
Leverage Employee Stock Ownership Plan:
                                                       
     
Purchase of shares
                                         
     
Repayments from loan
          975                               975  
   
Principal payments on notes
    (201,010 )     (4 )                             (201,014 )
 
Preferred stock dividends paid
    (6,482 )                                   (6,482 )
 
Treasury stock acquisitions, net
    (1,407 )                                   (1,407 )
 
Investment contract deposits
                            137,488             137,488  
 
Investment contract withdrawals
                            (74,047 )           (74,047 )
     
     
     
     
     
     
     
 
Net cash provided by (used in) financing activities
    (208,899 )     971       99,981             63,441             (44,506 )
     
     
     
     
     
     
     
 
Increase (decrease) in cash equivalents
    23,002       (3,040 )     (256 )     (3,138 )     (13,062 )           3,506  
Cash and cash equivalents at the beginning of period
    71       29,823       576       5,912       11,259             47,641  
     
     
     
     
     
     
     
 
Cash and cash equivalents at the end of period
  $ 23,073     $ 26,783     $ 320     $ 2,774     $ (1,803 )   $     $ 51,147  
     
     
     
     
     
     
     
 

[Additional columns below]

[Continued from above table, first column(s) repeated]
                               
Cash Flow SAC
Nine Months Moving and
December 31, Storage Total
2002 Operations Eliminations Consolidated




(In thousands)
Net cash provided by (used in) operating activities
  $ 4,702     $ (11,983 )   $ 147,742  
     
     
     
 
Cash flows from investing activities:
                       
 
Purchases of investments:
                       
   
Property, plant and equipment
    (43,171 )           (196,252 )
   
Fixed maturities
                (248,121 )
   
Other asset investments
                (52,988 )
 
Proceeds from sale of investments:
                 
   
Property, plant and equipment
    24,555             74,262  
   
Fixed maturities
                291,328  
   
Other asset investments
                6,144  
     
     
     
 
Net cash provided by (used in) investing activities
    (18,616 )           (125,627 )
     
     
     
 
Cash flows from financial activities:
                       
 
Net change in short-term borrowings
                 
 
Proceeds from notes
    46,517       (15,517 )     130,981  
 
Debt issuance costs
                 
 
Leverage Employee Stock Ownership Plan:
                       
     
Purchase of shares
                 
     
Repayments from loan
                975  
   
Principal payments on notes
    (31,850 )     27,500       (205,364 )
 
Preferred stock dividends paid
                (6,482 )
 
Treasury stock acquisitions, net
                (1,407 )
 
Investment contract deposits
                137,488  
 
Investment contract withdrawals
                (74,047 )
     
     
     
 
Net cash provided by (used in) financing activities
    14,667       11,983       (17,856 )
     
     
     
 
Increase (decrease) in cash equivalents
    753             4,259  
Cash and cash equivalents at the beginning of period
    10             47,651  
     
     
     
 
Cash and cash equivalents at the end of period
  $ 763     $     $ 51,910  
     
     
     
 


 
(a) Balances for the nine months ending September 30, 2002

25


 

AMERCO (Debtor in Possession) AND CONSOLIDATED SUBSIDIARIES AND

SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
6. Industry Segment and Geographic Area Data

Geographic Area Data — All amounts are in U.S. $’s

                                                 
United United
States Canada Consolidated States Canada Consolidated






Quarter Ended Nine Months Ended


(In thousands)
December 31, 2003
                                               
Total revenues
  $ 486,963     $ 15,620     $ 502,583     $ 1,655,924     $ 54,232     $ 1,710,156  
Depreciation/amortization
    36,780       1,614       38,394       107,855       5,501       113,356  
Interest expense
    30,125       1,043       31,168       89,426       3,413       92,839  
Pretax earnings (loss)
    (32,449 )     251       (32,198 )     71,548       9,133       80,681  
Income tax benefit (expense)
    10,531       0       10,531       (30,587 )     0       (30,587 )
Identifiable assets
    3,666,507       139,948       3,806,455       3,666,507       139,948       3,806,455  
December 31, 2002
                                               
Total revenues
    455,016       12,207       467,223       1,639,034       44,357       1,683,391  
Depreciation/amortization
    31,988       1,326       33,314       98,406       3,996       102,402  
Interest expense
    30,480       939       31,419       83,054       3,252       86,306  
Pretax earnings (loss)
    (65,121 )     429       (64,692 )     (544 )     7,431       6,887  
Income tax benefit (expense)
    18,909       0       18,909       (6,763 )     0       (6,763 )
Identifiable assets
    3,642,835       130,620       3,773,455       3,642,835       130,620       3,773,455  
 
7. Liabilities Subject to Compromise

      Under the Bankruptcy Code certain claims against AMERCO in existence prior to the Petition Date are stayed while AMERCO continues operating as a debtor-in-possession. AMERCO has received approval from the Court to (1) pay pre-petition and post-petition employee wages, salaries, benefits, other employee obligations and insurance obligations; (2) pay vendors and other providers in the ordinary course for goods and services received from and after the Petition Date. Substantially all other pre-petition liabilities of AMERCO have been classified as liabilities subject to compromise in the unaudited Condensed Consolidated Balance Sheets. Adjustments to these liabilities may result from negotiations, payments authorized by Court order, additional rejection of executory contracts including leases, or other events.

      Shortly after the Chapter 11 filing, AMERCO began notifying all known or potential creditors of the filing for the purpose of identifying all pre-petition claims against the Company. Amounts that AMERCO has recorded may be different than amounts filed by its creditors.

 
8. Certain Relationships and Related Transactions

      SAC Holdings loaned Self-Storage International Holding Corporation (“SSI”) $4.5 million. As of December 31, 2003, the outstanding balance due to SAC Holdings was $1.5 million. Mark V. Shoen, a significant shareholder and executive officer of AMERCO, owns all of the equity interest of SSI and substantially all of the equity interest of SAC Holdings. For financial reporting purposes, SSI is not consolidated by AMERCO or SAC Holdings.

26


 

AMERCO (Debtor in Possession) AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The following table summarizes the components of liabilities subject to compromise, included in AMERCO’s Condensed Consolidated Balance Sheet as of December 31, 2003 (in thousands):

                                 
Inter-company
AMERCO AREC Eliminations Total




Debt subject to compromise
  $ 809,623       101,499       (39,500 )   $ 871,622  
Accounts payable and accrued expenses
    185       3,565             3,750  
     
     
     
     
 
Total liabilities subject to compromise
  $ 809,808       105,064       (39,500 )   $ 875,372  
     
     
     
     
 

      Reorganization expenses incurred as a direct result of the Company’s Chapter 11 filing are included in operating expenses and interest expense in the Condensed Consolidated Statement of Operations. Professional fees of $7.9 million and default interest payments of $0 were paid during the quarter ended December 31, 2003. Professional fees of $13.8 million and default interest payments of $4.4 million were paid during the nine months ended December 31, 2003.

27


 

 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statements Regarding Forward-Looking Statements

      This Quarterly Report on Form 10-Q contains forward-looking statements. We may make additional written or oral forward-looking statements from time to time in filings with the Securities and Exchange Commission or otherwise. We believe such forward-looking statements are within the meaning of the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements may include, but are not limited to, the expected outcomes of the Chapter 11 proceedings, projections of revenues, income or loss, estimates of capital expenditures, our plans and intentions regarding the recapitalization of our balance sheet and the payment of dividends arrearages, plans for future operations, products or services, financing needs and plans, our perceptions of our legal positions and anticipated outcomes of pending litigation against us, liquidity 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. Factors that could significantly affect results include, without limitation, the risk factors enumerated at the end of this section, as well as the following: the Company’s ability to operate pursuant to the terms of its DIP facility; the Company’s ability to obtain court approval with respect to motions in the Chapter 11 proceeding prosecuted by it from time to time; the Company’s ability to prosecute, confirm, and consummate its plan of reorganization with respect to the Chapter 11 case; the Company’s ability to operate pursuant to the terms of its post-bankruptcy financing agreements; the Company’s ability to obtain and maintain normal terms with vendors and service providers; the Company’s ability to maintain contracts that are critical to its operations; the potential adverse impact of the Chapter 11 case on the Company’s liquidity or results of operations; the costs and availability of financing; the Company’s ability to execute its business plan; the Company’s ability to attract, motivate and retain key employees; general economic conditions; weather conditions; fluctuations in our costs to maintain and update our fleet and facilities; our ability to refinance our debt; our ability to successfully recapitalize our balance sheet; our ability to continue as a going concern; changes in government regulations, particularly environmental regulations; our credit ratings; the availability of credit; changes in demand for our products; changes in the general domestic economy; degree and nature of our competition; the resolution of pending litigation against the Company; changes in accounting standards and other factors described in this report or the other documents we file with the Securities Exchange Commission. The above factors, the following disclosures, as well as other statements in this report and in the Notes to AMERCO’s Condensed Consolidated Financial Statements, could contribute to or cause such differences, or could cause AMERCO’s stock price to fluctuate dramatically. Consequently, the forward-looking statements should not be regarded as representations or warranties by the Company that such matters will be realized. The Company disclaims any intent or obligation to update or revise any of the forward-looking statements, whether in response to new information, unforeseen events, changed circumstances or otherwise.

General

      Information on industry segments is incorporated by reference from — Notes 1 and 6 of Notes to Condensed Consolidated Financial Statements. Those notes discuss the principles of consolidation, summarized consolidated financial information and industry segment and geographical area data, respectively. In consolidation, all inter-segment premiums are eliminated and the insured portion of the related benefits, losses and expenses are retained by the insurance companies.

Critical Accounting Policies and Estimates

      Management’s discussion and analysis of financial condition and results of operations are based upon the consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of our financial statements requires the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, estimates are re-evaluated, including those related to areas that require a significant level of judgment or are otherwise subject to an

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inherent degree of uncertainty. These areas include allowances for doubtful accounts, depreciation of revenue earning vehicles and buildings, self-insured liabilities, impairments of assets, insurance reserves, premiums and acquisition cost amortization, income taxes and commitments and contingencies. Our estimates are based on historical experience, observance of trends in particular areas, information and/or valuations available from outside sources and on various other assumptions that we believe to be reasonable under the circumstances and which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual amounts may differ from these estimates under different assumptions and conditions. Such differences may be material.

      Accounting policies are considered critical when they are significant and involve difficult, subjective or complex judgments or estimates. We consider the following to be critical accounting policies:

 
Principles of Consolidation

      The condensed consolidated financial statements presented here include the accounts of AMERCO and its wholly-owned subsidiaries and SAC Holdings and their subsidiaries. All material inter-company accounts and transactions have been eliminated in consolidation. AMERCO has made significant loans to SAC Holdings and is entitled to participate in SAC Holdings’ excess cash flow (after senior debt service). All of the equity interest of SAC Holdings is owned by Mark V. Shoen, a significant shareholder and executive officer of AMERCO. AMERCO does not have an equity ownership interest in SAC Holdings, except for investments made by RepWest and Oxford in a SAC Holdings-controlled limited partnership which holds Canadian self-storage properties. SAC Holdings are not legal subsidiaries of AMERCO. AMERCO is not liable for the debts of SAC Holdings and there are no default provisions in AMERCO indebtedness that cross-default to SAC Holdings’ obligations.

      The operating results and financial position of RepWest and Oxford have been consolidated on the basis of a calendar year and, accordingly, results from operations for RepWest and Oxford are for the quarter and nine months ended September 30, 2003 and 2002.

 
Revenue earning vehicles and buildings

      Depreciation is recognized in amounts expected to result in the recovery of estimated residual values upon disposal (i.e., no gains or losses). In determining the depreciation rate, we review historical disposal experience and holding periods. Due to longer holding periods on trucks and the resulting increased possibility of changes in the economic environment and market conditions, these estimates are subject to a greater degree of risk.

 
Long-lived assets and intangible assets

      We review carrying value whenever events or circumstances indicate the carrying values may not be recoverable through projected undiscounted future cash flows. The events could include significant underperformance relative to expected, historical or projected future operating results, significant changes in the manner of using the assets, overall business strategy, significant negative industry or economic trends and an unexpected non-compliance with significant debt agreements.

 
Investments

      For investments accounted for under SFAS 115, in determining if and when a decline in market value below amortized cost is other than temporary, quoted market prices, dealer quotes or discounted cash flows are reviewed. Other-than-temporary declines in value are recognized in the current period operating results to the extent of the decline.

 
Insurance revenue and expense recognition

      Premiums are recognized as revenue as earned over the terms of the respective policies. Benefits and expenses are matched with recognized premiums to result in revenue and expense recognition over the life of

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the contracts. This match is accomplished by recording a provision for future policy benefits and unpaid claims and claim adjustment expenses and by amortizing deferred policy acquisition costs. Charges related to services to be performed are deferred until earned. The amounts received in excess of premiums and fees are included in other policyholder funds in the consolidated balance sheets.

      Unearned premiums represent the portion of premiums written which relate to the unexpired term of policies. 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 current claim trends as well as social and economic conditions such as changes in legal theories and inflation. Due to the nature of underlying risks and the high degree of uncertainty associated with the determination of the liability for future policy benefits and claims, the amounts to be ultimately paid to settle liabilities cannot be precisely determined and may vary significantly from the estimated liability.

      Acquisition costs related to insurance contracts have been deferred to accomplish matching against future premium revenue. The costs are charged to current earnings to the extent it is determined that future premiums are not adequate to cover amounts deferred.

 
U-Haul insurance expense

      Expense is recognized monthly based on reported claims and an estimate of future claims. A reserve is booked for unpaid losses. U-Haul’s self-insured retention is paid out over time as claims are settled, relieving the reserve for unpaid losses.

Results of Operations

 
Quarter Ended December 31, 2003 Versus Quarter Ended December 31, 2002
 
U-Haul Moving and Storage

      Revenues consist of rental revenues, net sales and investment earnings.

      Rental revenue was $356.8 million and $307.9 million for the quarters ended December 31, 2003 and 2002, respectively. The increase primarily resulted from growth in equipment rental revenues due to improved revenue per transaction and fleet utilization, and increases in storage revenues due to increases in the quantity of rooms rented and price improvement in rooms rented.

      Net sales revenues were $36.7 million and $34.9 million for the quarters ended December 31, 2003 and 2002, respectively. The increase reflects improved sales of propane and moving support items and shifts in the mix of products sold.

      Investment income was $6.9 million and $7.3 million for the quarter ending December 31, 2003 and 2002, respectively.

      Cost of sales were $19.7 million and $18.9 million for the quarters ended December 31, 2003 and 2002, respectively. The increase is due to a shift in the mix of products sold.

      Operating expenses before inter-company eliminations were $283.9 million and $253.2 million for the quarters ended December 31, 2003 and 2002, respectively. The increase is due to an increase in insurance reserves partially offset by declines in advertising expense, telephone and other operating expense.

      Lease expense was $36.2 million and $32.3 million for the quarters ended December 31, 2003 and 2002, respectively.

      Net depreciation expense was $32.8 million and $27.9 million for the quarters ended December 31, 2003 and 2002, respectively. Depreciation from rental trucks acquired off lease and an increase in depreciation on pickups and vans caused the increase.

      Operating loss before inter-company eliminations was $10.4 million and $21.1 million for the quarters ended December 31, 2003 and 2002.

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Amerco Real Estate (AREC)

      Rental revenue before inter-company eliminations was $20.1 million and $21.7 million for the quarters ended December 31, 2003 and 2002, respectively. Inter-company revenue was $15.5 and $14.8 million for the quarters ended December 31, 2003 and 2002, respectively.

      Net investment and interest income was $2.0 million and $3.1 million for the quarters ended December 31, 2003 and 2002, respectively.

      Lease expense was $3.1 million and $2.7 for the quarters ended December 31, 2003 and 2002, respectively. The increase is a result of the increase in lease expense for storage facilities.

      Net depreciation expense was $0.9 million and $1.2 million for the quarters ended December 31, 2003 and 2002, respectively.

      Operating profit before inter-company eliminations was $14.4 million and $13.9 million for the quarters ended December 31, 2003 and 2002, respectively.

 
Property and Casualty (RepWest)

      RepWest’s net earned premiums were $20.1 million and $40.6 million for the three months ended September 30, 2003 and 2002, respectively. General agency premiums were $13.0 million and $19.9 million for the three months ended September 30, 2003 and 2002, respectively. The decrease in 2003 is due to RepWest’s decision to exit its non-U-Haul lines. Assumed treaty reinsurance premiums were $0 and $10.6 million for the three months ended September 30, 2003 and 2002, respectively. The decrease from 2002 to 2003 is due to the cancellation of RepWest’s assumed treaty business. Rental industry earned premiums were $7.0 million and $10.0 million for the three months ended September 30, 2003 and 2002, respectively.

      Net investment income was $7.3 million and $6.2 million for the three months ended September 30, 2003 and 2002, respectively. The 2003 increase included a $2.0 million gain on sale of real estate.

      Benefits and losses incurred were $26.6 million and $31.8 million for the three months ended September 30, 2003 and 2002, respectively. The decrease is due to decreased earned premiums in all segments of RepWest’s business.

      The net amortization of deferred acquisition costs (DAC) was $4.7 million and $1.6 million for the three months ended September 30, 2003 and 2002, respectively. The increase is due to lower premiums resulting from RepWest’s decision to exit its non-U-Haul lines.

      Operating expenses were $3.5 million and $13.6 million for the three months ended September 30, 2003 and 2002, respectively. The decrease is a result of reduced commissions and general administrative expenses.

      Operating loss before tax was $7.4 million and $0.2 million for the three months ended September 30, 2003 and 2002. The increase in losses is primarily due to loss development and reserve strengthening on cancelled lines of business that were written in prior years.

      In April 2003, RepWest announced that in conjunction with the Company’s overall restructuring efforts, it is redirecting its operating focus. In particular, RepWest is exiting non-U-Haul related lines of business. Management estimates that approximately 75% and 81% of earned premium and balance sheet reserves, respectively, relate to the operations that are being discontinued. The process will be conducted in a fashion to help insure an orderly transition and minimize related costs.

 
Life Insurance (Oxford)

      Net premiums were $36.4 million and $40.4 million for the quarters ended September 30, 2003 and 2002, respectively. Medicare supplement premiums decreased $1.1 million as lapses on closed blocks exceeded new business. Life and annuity premiums decreased $1.3 million quarter over quarter due to a decline in new life writings. Credit insurance premiums decreased $1.3 million for the quarter as the number of accounts decreased. Other business segments had premium decreases totaling $0.3 million.

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      Net investment income before inter-company eliminations decreased to $4.7 million from $5.3 million due to fewer realized gains.

      Benefits incurred were $24.4 million and $27.9 million for the quarters ended September 30, 2003, and 2002, respectively. Medicare supplement incurred benefits decreased $1.9 million due to a reduced population and better loss experience. Life insurance benefits decreased $1.3 million. Other business segments had benefits decreases totaling $0.4 million.

      Amortization of deferred acquisition costs (DAC) and the value of business acquired (VOBA) was $6.4 million and $4.6 million for the quarters ended September 30, 2003 and 2002, respectively. The increase is from increased surrender activity from the deferred annuity segment that has occurred since AMERCO’s bankruptcy filing and Oxford’s subsequent rating decline.

      Operating expenses were $6.0 million and $9.7 million for the quarters ended September 30, 2003, and 2002, respectively. Commissions have decreased $1.7 million from 2002 as new sales have declined. Fees collected from surrendered annuity policies increased $2.4 million offsetting the increases in DAC amortization. General and administrative expenses net of fees collected increased $0.5 million.

      Operating profit before tax and inter-company eliminations was $4.4 million, and $3.4 million for the quarters ending September 30, 2003, and 2002, respectively. The increase is primarily from improvements in the Medicare supplement segment.

 
SAC Moving and Storage

      Total revenues consist of storage rental revenues, vehicle rental commissions and net sales. Total rental revenue was $43.3 million and $39.4 million for the quarters ended December 31, 2003 and 2002, respectively. The increase is due to increased room inventory and rates.

      Net sales revenues increased to $10.5 million from $10.2 million for the quarters ended December 31, 2003 and 2002, respectively. The increase is due to higher sales volume of moving support items.

      Operating expenses before inter-company eliminations increased to $24.9 million from $24.7 million for the quarters ended December 31, 2003 and 2002, respectively. Operating expenses are relatively constant.

      Cost of sales were $4.2 million and $3.5 million for the quarters ended December 31, 2003 and 2002, respectively.

      Net depreciation expense was $5.1 million and $4.7 million for the quarters ended December 31, 2003 and 2002, respectively.

      Operating profits were $19.5 million and $16.6 million for the quarters ended December 31, 2003 and 2002, respectively.

 
Consolidated Group

      Interest expense was $31.2 million and $31.4 million for the quarters ended December 31, 2003 and 2002, respectively. AMERCO’s interest expense, excluding SAC, was $19.7 and $22.0 million for the quarters ended December 31, 2003 and 2002, respectively. Interest expense of SAC Holdings on third party debt was $11.4 million and $9.4 million for the quarter ended December 31, 2003 and 2002, respectively.

      Pretax loss was $32.2 million and $64.7 million for the quarters ended December 31, 2003 and 2002, respectively. After providing for income taxes, net losses were $21.7 million and $45.8 million for the quarters ended December 31, 2003 and 2002, respectively.

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Nine months ended December 31, 2003 Versus Nine months Ended December 31, 2002
 
U-Haul Moving and Storage

      Revenues consist of rental revenues, net sales and investment earnings.

      Rental revenue was $1,220.0 million and $1,146.8 million for the nine months ended December 31, 2003 and 2002, respectively. The increase from the prior year reflects increased equipment rental revenues which can be attributed to an increase in the average dollar per transaction, improved equipment utilization, and increases in storage revenues due to an increase in the number of rooms rented and improved pricing.

      Net sales revenues were $142.4 million and $137.6 million for the nine months ended December 31, 2003 and 2002, respectively. The increase in sales reflects improved sales of propane and moving support items.

      Cost of sales were $70.1 million and $71.5 million for the nine months ended December 31, 2003 and 2002, respectively. The decrease was due to a shift in the mix of products sold.

      Operating expenses before inter-company eliminations were $817.8 million and $824.3 million for the nine months ended December 31, 2003 and 2002, respectively. Decreases in advertising, telephone, utility and other operating expenses caused the decrease.

      Lease expense was $110.8 million and $120.4 million for the nine months ended December 31, 2003 and 2002, respectively. The decrease is due to a decrease in the number of trucks leased.

      Net depreciation expense was $93.7 million and $83.9 million for the nine months ended December 31, 2003 and 2002, respectively. Depreciation from rental trucks acquired off lease, an increase in depreciation on pickups and vans, and increased losses on disposition of fixed assets is responsible for the increase in net depreciation expense.

      Operating profit before inter-company eliminations was $153.8 million and $63.4 million for the nine months ended December 31, 2003 and 2002, respectively.

 
Amerco Real Estate (AREC)

      Rental revenue before inter-company eliminations was $50.3 million and $51.4 million for the nine months ended December 31, 2003 and 2002, respectively. Inter-company revenue was $45.7 and $45.1 million for the nine months ended December 31, 2003 and 2002, respectively.

      Net investment and interest income was $6.0 million and $8.0 million for the nine months ended December 31, 2003 and 2002, respectively.

      Lease expense was $10.7 million and $7.5 for the nine months ended December 31, 2003 and 2002, respectively. The increase is a result of the increase in lease expense for storage facilities.

      Net depreciation expense was $5.1 million and $5.4 million for the nine months ended December 31, 2003 and 2002, respectively.

      Operating profit before inter-company eliminations was $40.5 million and $41.5 million for the nine months ended December 31, 2003 and 2002, respectively.

 
Property and Casualty (RepWest)

      RepWest’s earned premiums were $78.2 million and $126.9 million for the nine months ended September 30, 2003 and 2002, respectively. General agency premiums were $56.4 million and $68.5 million for the nine months ended September 30, 2003 and 2002, respectively. The decrease in 2003 is due to RepWest exiting its non-U-Haul related lines. Assumed treaty reinsurance premiums were $2.1 million and $29.1 million for the nine months ended September 30, 2003 and 2002, respectively. The decrease from 2002 to 2003 is due to the cancellation of RepWest’s assumed treaty business. Rental industry earned premiums were $19.7 million and $29.2 million for the nine months ended September 30, 2003 and 2002, respectively. The 2003 decrease was from a change in policy structure on U-Haul business effective April 1, 2003.

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      Net investment income was $19.2 million and $21.5 million for the nine months ended September 30, 2003 and 2002, respectively. The decrease is attributable to lower average invested assets.

      Benefits and losses incurred were $89.6 million and $111.7 million for the nine months ended September 30, 2003 and 2002, respectively. The decrease is primarily due to decreased earned premiums in all segments of the RepWest’s business, which was offset partially by the reserve strengthening on discontinued lines.

      The net amortization of deferred acquisition costs (DAC) were $11.8 million and $13.2 million for the nine months ended September 30, 2003 and 2002, respectively. The decrease is due to RepWest’s decreased earned premiums.

      Operating expenses were $17.8 million and $26.2 million for the nine months ended September 30, 2003 and 2002, respectively. The decrease is due to reduced general administrative expenses, as a result of the discontinuance of non-related U-Haul lines.

      Operating loss before tax was $21.8 million and $2.8 million for the nine months ended September 30, 2003 and 2002, respectively. The increase in the loss is due to further loss development and reserve strengthening on cancelled lines of business that were written in prior years.

      In April 2003, RepWest announced that in conjunction with the Company’s overall restructuring efforts, it is redirecting its operating focus. In particular, RepWest is exiting non-U-Haul related lines of business. Management estimates that approximately 75% and 81% of earned premium and balance sheet reserves, respectively, relate to the operations that are being discontinued. The process will be conducted in an orderly fashion to help minimize related costs.

Republic Western Business Breakdown

                                   
Net Earned Premium Net Earned Premium Outstanding Outstanding
Nine Months Ended Nine Months Ended Reserves at Reserves at
September 30, September 30, September 30, September 30,
Insurance Line 2003 2002 2003 2002





(In thousands)
AMERCO Related Business:
                               
U-Haul business
  $ 266     $ 9,469     $ 70,224     $ 85,197  
Safestor, Safetow, Safemove
    11,995       11,531       2,596       2,698  
Storage
    4,470       4,953       5,712       6,871  
NAFCIC
    3,018       3,293       3,249       3,628  
     
     
     
     
 
 
Total
    19,749       29,246       81,781       98,394  
     
     
     
     
 
Non-AMERCO Related Business:
                               
Agency
    56,366       68,537       277,924       227,776  
Assumed business
    2,132       29,093       63,019       73,278  
     
     
     
     
 
 
Total
    58,498       97,630       340,943       301,054  
     
     
     
     
 
Total RepWest
  $ 78,247     $ 126,876     $ 422,724     $ 399,448  
     
     
     
     
 
 
Life Insurance (Oxford)

      Net premiums were $112.9 million and $121.1 million for the nine months ended September 30, 2003 and 2002, respectively. Life insurance premium and annuitizations decreased $2.8 million from the same period in 2002. Credit insurance premiums decreased $3.6 million for the nine months. Other business segments had premium decreases totaling $1.9 million.

      Net investment income before inter-company eliminations was $15.4 million and $13.0 million for the nine months ended September 30, 2003 and 2002, respectively. This is primarily due to fewer other than

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temporary decline write-downs in the bond portfolio offset by reduced investment yields and a lower invested asset base.

      Benefits incurred were $80.2 million and $88.4 million for the nine months ended September 30, 2003 and 2002, respectively. Medicare supplement incurred benefits decreased $4.7 million and credit life and disability decreased $1.8 million from reduced populations and improved loss experience. Other segments had benefit decreases totaling $1.7 million.

      Amortization of deferred acquisition cost (DAC) and the value of business acquired (VOBA) was $17.0 million and $14.7 million for the nine months ended September 30, 2003 and 2002, respectively. The increase is primarily due to surrender activity from the deferred annuity segment that has occurred since AMERCO’s bankruptcy filing and Oxford’s subsequent rating decline.

      Operating expenses were $23.2 million and $29.6 million for the nine months ended September 30, 2003, and 2002, respectively. Commission expenses decreased $2.0 million as new sales declined. Fees collected from annuity policies that surrendered increased $3.2 million offsetting the increases in DAC amortization. General and administrative expenses net of fees collected decreased $1.2 million.

      Operating profit before tax and inter-company eliminations was $7.8 million and $1.4 million for the nine months ended September 30, 2003 and 2002, respectively. The improvement is due to fewer write-downs of bonds and from better loss experience in the Medicare supplement segment.

 
SAC Moving and Storage

      Total revenues consist of storage rental revenues, vehicle rental commissions and net sales. Total rental revenue was $127.4 million and $123.8 million for the nine months ended December 31, 2003 and 2002, respectively.

      Net sales revenues were $39.6 million and $38.1 million for the nine months ended December 31, 2003 and 2002, respectively. Propane and hitch sales accounted for the increase.

      Operating expenses before inter-company eliminations were $81.5 million and $74.9 million for the nine months ended December 31, 2003 and 2002, respectively. Increased expenses were the result of increased payroll, advertising, property tax expenses, and liability insurance.

      Cost of sales increased to $16.9 million from $16.0 million for the nine months ended December 31, 2003 and 2002, respectively. This increase was due to increased sales volume.

      Net depreciation expense was $16.0 million and $14.5 million for the nine months ended December 31, 2003 and 2002, respectively. The increase is due to an increased loss on disposal of assets.

      Operating profits were $52.6 million and $56.5 million for the nine months ended December 31, 2003 and 2002, respectively.

 
Consolidated Group

      Interest expense was $92.8 million and $86.3 million for the nine months ended December 31, 2003 and 2002, respectively. AMERCO’s interest expense was $60.4 and $54.1 million for the nine months ended December 31, 2003 and 2002, respectively. AMERCO’s interest expense increased despite lower overall average debt outstanding due to an increase in the average cost of debt resulting from default interest. Interest expense of SAC Holdings on third party debt was $32.5 million and $32.2 million for the nine months ended December 31, 2003 and 2002, respectively.

      Pretax earnings were $80.7 million and $6.9 million for the nine months ended December 31, 2003 and 2002, respectively. After providing for income taxes, net earnings were $50.1 million and $0.1 million for the nine months ended December 31, 2003 and 2002, respectively.

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Liquidity and Capital Resources

      The matters described in “Liquidity and Capital Resources” to the extent that they relate to future events or expectations, may be significantly affected by the Chapter 11 case. That proceeding involves, or may result in, various restrictions on the Company’s activities, limitations on financing, the need to obtain Bankruptcy Court approval for various matters and uncertainty as to relationships with vendors, suppliers, customers and others with whom the Company may conduct or seek to conduct business.

      Generally, under the Bankruptcy Code, most of a debtor’s liabilities must be satisfied in full in order to preserve the value of the debtor’s preferred and common stock. The rights and claims of the Company’s various creditors and security holders will be determined by the plan of reorganization filed by AMERCO. Although AMERCO expects to consummate a “full value” plan of reorganization that provides creditors with a combination of cash and new debt securities equal to the full amount of their allowed claims and also preserves the value of AMERCO’s common and preferred stock, no assurance can be given as to what values will be ascribed in the bankruptcy proceedings to each of these constituencies.

 
U-Haul Moving and Storage Capital Expenditures

      To meet the needs of its customers, U-Haul must maintain a large inventory of fixed asset rental items. Historically capital expenditures have primarily reflected new rental truck acquisitions and storage expansion. The capital required to fund these expenditures has historically been obtained through internally generated funds from operations, indebtedness and lease financing.

      During each of the fiscal years ending March 31, 2004, 2005 and 2006, U-Haul estimates gross capital expenditures will average approximately $150 million to maintain the rental fleet at current levels. Management estimates that U-Haul will fund these requirements with leasing, internally generated funds and proceeds from the sale of trucks and surplus assets. The level of capital expenditures may be affected by the amount of internally generated funds and proceeds from the sale of assets.

 
Amerco Real Estate (AREC)

      At December 31, 2003, Real Estate had $101.5 million of notes and loans payable due in less than one year and its accounts payable and accrued expenses total $4.0 million. Real Estate financial assets (cash, receivables, inventories, and short term investments) at December 31, 2003 were $14.6 million.

 
Property and Casualty (RepWest)

      At September 30, 2003, RepWest had no notes and loans due in less than one year and its accounts payable and accrued expenses were $1.4 million. RepWest’s financial assets (cash, receivables, inventories, short-term investments and fixed maturities) at September 30, 2003 were $545.0 million. State insurance regulations restrict the amount of dividends that can be paid to stockholders of insurance companies.

      RepWest’s cash and cash equivalents and short-term investment portfolio were $61.2 million and $29.6 million at September 30, 2003, and 2002, respectively.

      Stockholder’s equity was $174.9 million and $213.1 million at September 30, 2003, and 2002, respectively. RepWest considers current stockholder’s equity to be adequate to absorb unforeseen risk events.

 
Life Insurance (Oxford)

      At September 30, 2003, Oxford had no notes and loans payable due in less than one year and its accounts payable and accrued expenses total $0.7 million. Life Insurance financial assets (cash, receivables, inventories, short-term investments, other investments, and fixed maturities) at September 30, 2003 were $873.8 million. State insurance regulations restrict the amount of dividends that can be paid to stockholders of insurance companies.

      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 September 30, 2003, and 2002 short-term investments

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amounted to $122.9 million, and $38.4 million, respectively. Management believes that the overall sources of liquidity will continue to meet foreseeable cash needs.

      Stockholder’s equity increased to $117.2 million from $104.3 million in 2002. The increase from 2002 is a result of earnings and changes in market value for the available for sale investment portfolio.

      Oxford is in compliance with the NAIC minimum risk-based capitalization (RBC) requirements.

 
SAC Moving and Storage

      SAC Holdings operations are funded by various mortgage loans and unsecured notes, with interest rates ranging from 5.0% to 13.0%. SAC Holdings does not utilize revolving lines of credit to finance its operations or acquisitions. Certain of SAC Holdings’ agreements contain restrictive covenants and restrictions on incurring additional subsidiary indebtedness. At December 31, 2003, SAC Holdings was in compliance with all of these covenants.

      At December 31, 2003, SAC Holdings’ notes and loans payable due in less than one year total $32.9 million and its accounts payable and accrued expenses total $46.2 million. SAC Holdings’ financial assets (cash, receivables, inventories, and short term investments) at December 31, 2003 were $8.8 million. Because AMERCO does not have any equity ownership in SAC Holdings (other than investments made by RepWest and Oxford in a SAC Holdings-controlled limited partnership which holds Canadian self-storage properties), these assets are not available to meet the obligations of AMERCO.

      At December 31, 2003, total outstanding notes and mortgages payable for SAC Holdings and consolidated subsidiaries, before inter-company eliminations were $990.1 million as compared to $983.2 million at March 31, 2003. SAC Holdings’ creditors have no recourse to AMERCO. AMERCO is not liable for the debts of SAC Holdings. Further, there are no cross default provisions on indebtedness between AMERCO and SAC Holdings.

      At December 31, 2003, total outstanding notes and mortgages payable for AMERCO and wholly owned subsidiaries was $957.0 million compared to $954.9 million at March 31, 2003.

 
Credit Agreements

      AMERCO’s operations were previously 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. To finance its fleet of trucks and trailers, U-Haul routinely enters into leasing transactions. As of December 31, 2003, AMERCO had $957.0 million in total notes and loans outstanding.

      Certain of AMERCO’s credit agreements contained restrictive financial and other covenants, including, among others, covenants with respect to incurring additional indebtedness, making third party guarantees, entering into contingent obligations, maintaining certain financial ratios and placing certain additional liens on its properties and assets and restricting the issuance of certain types of preferred stock AMERCO’s various credit and financing arrangements are affected by its credit ratings.

      On October 15, 2002, AMERCO failed to make a $100 million principal payment due to the Series 1997-C Bond Backed Asset Trust. On that date, AMERCO also failed to pay a $26.5 million obligation to Citibank and Bank of America in connection with the BBATs. As a result of the foregoing, AMERCO is in default with respect to its other credit arrangements that contain cross-default provisions, including its Revolver. In addition to the cross-default under the Revolver, AMERCO is also in default under that agreement as a result of its failure to obtain incremental net cash proceeds and/or availability from additional financings in the aggregate amount of at least $150 million prior to October 15, 2002. In addition, Amerco Real Estate Company has defaulted on a $100 million loan by failing to grant mortgages required by the loan agreement in a timely manner. The obligations of AMERCO currently in default (either directly or as a result of a cross-default) are approximately $1,121.2 million.

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Support Agreements

      In February 1997, AMERCO, through its insurance subsidiaries, made an equity investment in Private Mini. During 1997, Private Mini secured a line of credit in the amount of $225 million with a financial institution, which was subsequently reduced in accordance with its terms to $125 million in December 2001. Under the terms of this credit facility AMERCO entered into a support party agreement with Private Mini and the financial institution whereby upon certain defaults or noncompliance with debt covenants by Private Mini, AMERCO could be required to assume responsibility in fulfilling all payment obligations and certain covenant obligations related to this credit facility. Private Mini defaulted on the credit facility due to AMERCO’s default under the support party agreement, which support party agreement default was triggered by virtue of cross-defaults to certain other AMERCO obligations. Additionally, Private Mini defaulted under the credit facility by virtue of non-payment of the outstanding balance at maturity. In December 2002, the financing institution exercised its option to require AMERCO to purchase all commitments under the credit facility. In March, 2003 AMERCO and the financial institution entered a standstill agreement with respect to this obligation, which standstill agreement expired by its terms on April 30, 2003. Since April 30, 2003, the financial institution has not re-issued any default notices to AMERCO with respect to this obligation or otherwise required AMERCO to purchase all commitments under the credit facility. AMERCO has not purchased any commitments under the credit facility and, as of December 31, 2003, AMERCO has recorded a liability for the $55 million remaining balance under the credit facility with a corresponding increase to its receivable from Private Mini.

      In February 2003, an entity affiliated with Private Mini closed on a $255 million financing and $70 million of these proceeds were used to pay down the $125 million line of credit described above. The aggregate amount of support provided by AMERCO remains unchanged at $125 million ($55 million to the lenders under the Amended and Restated loan agreement with the 1997 lenders and $70 million under the new $255 million financing). Under the terms of the support party agreement for the $255 million financing, following certain events of default, AMERCO would assume responsibility for $70 million of the obligations under this financing. AMERCO has recorded a liability for the $70 million obligation with a corresponding increase to its receivable from Private Mini. In June 2003, AMERCO’s insurance subsidiaries sold their equity interest in Private Mini to SAC Holding.

 
Bankruptcy Filing

      On June 20, 2003 (the “Petition Date”), AMERCO filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court, District of Nevada (the “Bankruptcy Court”) (Case No. 0352103). AMERCO continues to manage its properties and operate its businesses as “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code. In general, as debtor-in-possession, AMERCO is authorized under Chapter 11 to continue to operate as an ongoing business, but may not engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. Specific information pertaining to the bankruptcy filing may be obtained from the website www.amerco.com. The consolidated financial statements do not include any adjustments to reflect future effects on the recoverability and classification of assets or the amount and classification of liability that might result from these uncertainties. The Company’s independent auditors qualified their opinion on the Company’s March 31, 2003 financial statements by including an explanatory paragraph in which they expressed substantial doubt about the Company’s ability to continue as a going concern.

      On October 6, 2003, AMERCO filed its Plan of Reorganization and Disclosure Statement with the Bankruptcy Court. On November 26, 2003, AMERCO filed an Amended Plan of Reorganization (the “Plan”). On December 12, 2003, the Bankruptcy Court approved AMERCO’s Disclosure Statement. On February 2, 2004, the Bankruptcy Court confirmed the Plan contingent upon completion of documentation and agreements acceptable to the involved parties and the submission of proposed findings of fact and conclusions of law and a confirmation order acceptable to all involved parties. AMERCO expects that by fiscal year end (i) it will satisfy the above contingencies and (ii) the Bankruptcy Court will execute a confirmation

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order. The confirmation order will become final if it is not appealed within ten days after entry and AMERCO intends to proceed to implement the Plan and emerge from bankruptcy as soon as possible thereafter.
 
DIP Facility

      The DIP Facility consists of a $300 million credit facility with an interest rate option of LIBOR plus 3.5% or the prime rate plus 1.0%. The DIP Facility will mature on the earlier of (i) 12 months following the Bankruptcy Court’s order approving the facility; (ii) ten days following the date of entry of an order confirming AMERCO’s plan of reorganization; or (iii) the conversion of the Chapter 11 case to a case under Chapter 7. In order to facilitate a drawing on the DIP Facility, Real Estate filed for Chapter 11. This filing was needed to facilitate granting security to the lending group in the real estate assets owned by Real Estate. The DIP Facility was approved by the Bankruptcy Court on September 26, 2003.

      On August 14, 2003, the Bankruptcy Court approved the use of $56 million of DIP Facility proceeds to reduce the amount outstanding under the Revolver and to pay financing fees.

      The terms of the DIP Facility include covenants that require AMERCO to maintain agreed upon minimum levels of EBITDA, EBITDAR and fixed charge coverage ratios. The DIP Facility also contains a limitation on capital expenditures. All such financial covenants are tested monthly. Other customary covenants (both positive and negative) are included in the DIP Facility.

      In addition, AMERCO has entered into a restructuring agreement with the revolver lenders and a Plan Support Agreement with the Official Committee of Unsecured Creditors. Amerco Real Estate Company has entered into a restructuring agreement with the holders of $100 million of its notes. Both agreements govern the consensual treatment of such creditors under AMERCO’s Plan of Reorganization and such creditors have supported confirmation of the Plan.

 
SAC Holdings

      SAC Holdings intends to meet its current debt obligations through cash flows, generated from its operating activities. SAC Holdings intends to continue to purchase storage properties during the next year using financing arrangements.

 
Consolidated Group

      At December 31, 2003, total outstanding notes and mortgages payable for AMERCO and consolidated subsidiaries was $957.0 million compared to $954.9 million at March 31, 2003. The Company’s total of cash, cash equivalents and short-term investments was $136.9 million at December 31, 2003, compared to $66.8 million at March 31, 2003. At December 31, 2003, total outstanding notes and mortgages payable for SAC Holdings and consolidated subsidiaries, before inter-company eliminations were $990.1 million as compared to $983.2 million at March 31, 2003. SAC Holdings’ creditors have no recourse to AMERCO. AMERCO is not liable for the debts of SAC Holdings.

      Due to the defaults and various cross defaults, the consolidated group has notes, loans and lease obligations due in one year of $1.1 billion. The group also had accounts payable and accrued expenses of $359.2 million. Liquid assets for the group totaled $431.4 million.

Cash Provided by Operating Activities

 
U-Haul Moving and Storage

      Cash provided by operating activities was $115.2 million and $78.0 million for the nine months ended December 31, 2003 and 2002, respectively. The increase is due to improved earnings.

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Amerco Real Estate (AREC)

      Cash used by operating activities was $1.2 million and $90.8 million for the nine months ended December 31, 2003 and 2002, respectively. The decrease in cash used is from a reduction in acquisitions and construction.

 
Property and Casualty (RepWest)

      Cash flows used by operating activities were $55.6 million and $45.1 million for the nine months ended September 30, 2003 and 2002, respectively. The increase in 2003 over 2002 is a result of an increase in reinsurance recoverables. The overall use of cash for operating activities is a result of the company exiting non-U-Haul lines, and reducing unearned premium and losses associated with the exit.

 
Life Insurance (Oxford)

      Cash provided/(used) by operating activities was $11.8 million and ($19.0) million for the nine months ended September 30, 2003 and 2002, respectively. The increase in cash flows from operating activities in 2003 related to $7.0 million less of federal income taxes paid, $10.0 million less in commissions paid, and the timing of the collection of receivables.

 
SAC Moving and Storage

      Cash flows provided by operating activities were $1.2 million and $4.7 million for the nine months ended December 31, 2003 and 2002, respectively.

 
Consolidated Group

      Cash provided by operating activities was $151.2 million and $147.7 million for the nine months ended December 31, 2003 and 2002, respectively.

      At December 31, 2003, total outstanding notes and mortgages payable for AMERCO and wholly owned subsidiaries was $957.0 million compared to $954.9 million at March 31, 2003. At December 31, 2003, total outstanding notes and mortgages payable for SAC Holdings and consolidated subsidiaries was $990.1 million compared to $983.2 million at March 31, 2003. SAC Holdings’ securitized loan agreements have no guarantees, or triggers that could create a guarantee, from AMERCO.

      AMERCO does not have any ownership interest in SAC Holdings or its subsidiaries, except for investments made by RepWest and Oxford in a SAC Holdings controlled limited partnership which holds Canadian self-storage properties. The presentation of the consolidated statements has no bearing on the credit agreements or the operations of either AMERCO or SAC Holdings.

Disclosures About Contractual Obligations and Commercial Commitments

                                         
Payments due by Period (as of December 31, 2003)

Prior to 01-01-05 01-01-07 01-01-09 and
Financial Obligations Total 12-31-04 12-31-06 12-31-08 thereafter






(In thousands)
AMERCO’s notes and loans
  $ 957,002     $ 957,002     $     $     $  
AMERCO’s operating leases
    604,904       377,673       169,207       53,964       4,060  
SAC Holdings’ financed lease obligations
    122,238       122,238                    
SAC Holdings’ notes and loans
    867,842       32,851       14,803       18,100       802,088  
Elimination of SAC Holdings’ Obligations to AMERCO
    (403,521 )                       (403,521 )
     
     
     
     
     
 
Total Contractual Obligations
  $ 2,148,465     $ 1,489,764     $ 184,010     $ 72,064     $ 402,627  
     
     
     
     
     
 

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      As discussed above and in Part II, Item 3 “Defaults Upon Senior Securities”, on October 15, 2002 we defaulted on our BBATs and related obligations. This default triggered cross-default provisions in most of AMERCO’s other debt agreements. As a result, approximately $1,121.2 million of AMERCO’s contractual obligations and commercial commitments listed below are classified as current.

         
(In millions)

Bank of Montreal synthetic lease
  $ 149.0  
Citibank synthetic lease
    101.7  
3yr Credit Agreement
    153.8  
Amerco Real Estate Notes
    100.0  
’03 Notes
    175.0  
’05 Notes
    200.0  
Medium Term Notes
    109.5  
BBAT
    100.0  
Bank of America Obligation (BBAT)
    11.3  
Citicorp Obligation (BBAT)
    15.3  
Bank of America Swap
    2.1  
JP Morgan Swap
    3.5  
     
 
    $ 1,121.2  
     
 

      Following its emergence from bankruptcy, AMERCO expects its debt structure, excluding the synthetic leases and the indebtedness of SAC Holdings, to be as follows:

         
(In millions)

Revolver Due 2009 (total availability)
  $ 200.0  
Term Loan Due 2009.
    350.0  
Term Note Due 2009.
    200.0  
Term Note Due 2011.
    144.5  
     
 
    $ 894.5  
     
 

      The aggregate principal amount of SAC Holdings indebtedness will remain substantially unchanged following AMERCO’s emergence from bankruptcy.

Risk Factors

 
AMERCO has filed for protection under Chapter 11 of the Bankruptcy Code

      On June 20, 2003, AMERCO filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code. AMERCO’s subsidiaries were not included in the initial filing. However, on August 13, 2003, Amerco Real Estate Company filed for protection under Chapter 11. AMERCO is continuing to manage its properties and operate its businesses as “debtor-in-possession in” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code. In order to exit Chapter 11 successfully, AMERCO will need to obtain confirmation by the Bankruptcy Court of, a plan of reorganization that satisfies the requirements of the Bankruptcy Code. Although AMERCO has filed a “full-value” plan of reorganization that provides creditors with a combination of cash and new debt securities equal to the full amount of their allowed claims as well as AMERCO’s emergence from bankruptcy as a going concern, there can be no assurance at this time that a plan of reorganization will be confirmed by the Bankruptcy Court or that any such plan will be implemented successfully.

      The Company’s future results depend on the timely and successful confirmation and implementation of a plan of reorganization. The rights and claims of various creditors and security holders will be determined by the plan as well. Although AMERCO has filed and plans to consummate a “full value” plan of reorganization

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that provides creditors with a combination of cash and new debt securities equal to the full amount of their allowed claims and also preserves the value of AMERCO’s common and preferred stock, no assurance can be given as to what values will be ascribed in the bankruptcy proceedings to each of these constituencies. Accordingly, the Company urges that appropriate caution be exercised with respect to existing and future investments in any of such securities and claims.
 
The terms of AMERCO’s credit facility and the indentures relating to notes to be issued to AMERCO’s existing creditors may restrict our current and future operations

      AMERCO’s credit facility and the indentures to be entered into contemporaneous with our emergence from bankruptcy, contain a number of restrictive covenants that will impose significant operating and financial restrictions on us. Our failure to comply with such covenants, including as a result of events beyond our control, could result in an event of default which could materially and adversely affect our operating results and our financial condition. If there were an event of default under our contemplated debt instruments, the holders of the defaulted debt could cause all amounts outstanding with respect to that debt to be due and payable immediately. We cannot assure you that our assets, refinance proceeds or cash flow would be sufficient to fully repay borrowings under such debt instruments, either upon maturity or, if accelerated, upon an event of default. In addition, any event of default or declaration of acceleration under one debt instrument would likely also result in an event of default under one or more of our other future debt instruments.

 
We operate in a 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. In our truck rental business, we face competition from Budget Car and Truck Rental Company and Penske Truck Leasing. Some of our competitors may have greater financial resources than we have. We cannot assure you that we will not be forced to reduce our rental prices or delay price increases.

      We compete with national and regional self-storage operators as well as local operators. Competition in the market areas in which we operate is significant and affects the occupancy levels, rental rates and operating expenses of our facilities. Competition might cause us to experience a decrease in occupancy levels, limit our ability to increase rental rates and compel us to offer discounted rental rates which could have a material adverse effect on our operating results.

      Entry into the self-storage business through acquisition of existing facilities is possible for persons or institutions with the required initial capital. Development of new self-storage facilities is more difficult, however, due to zoning, environmental and other regulatory requirements. The self-storage industry has in the past experienced overbuilding in response to perceived increases in demand. We cannot assure you that we will be able to successfully compete in existing markets or expand into new markets.

 
Control of AMERCO remains in the hands of a small contingent

      As of December 31, 2003, Edward J. Shoen, Chairman of the Board of Directors and President of AMERCO, James P. Shoen, a director of AMERCO, and Mark V. Shoen, an executive officer of AMERCO, collectively own 8,689,933 shares (approximately 42.4%) of the outstanding common shares 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 approval of significant transactions. In addition, 2,372,002 shares (approximately 11.7%) of the outstanding common shares of AMERCO, including shares allocated to employees and unallocated shares, are held by our Employee Savings and Employee Stock Ownership Trust.

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Our operations subject us to numerous environmental regulations and the possibility that environmental liability in the future could adversely affect our operations

      Compliance with environmental requirements of federal, state and local governments significantly affects our 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, we can be held strictly liable for hazardous substances that are found on real property we have owned or operated. We are aware of issues regarding hazardous substances on some of our real estate and we have put in place a remedial plan at each site where we believe such a plan is necessary. We regularly make capital and operating expenditures to stay in compliance with environmental laws. In particular, we have managed a testing and removal program since 1988 for our underground storage tanks. Under this program, we spent $43.7 million between April 1988 and March 31, 2003. Despite these compliance efforts, risk of environmental liability is part of the nature of our business.

      Environmental laws and regulations are complex, change frequently and could become more stringent in the future. We cannot assure you that future compliance with these regulations or future environmental liabilities will not have a material adverse effect on our business.

 
Our business is seasonal

      Our business is seasonal and our results of operations and cash flows fluctuate significantly from quarter to quarter. Historically, revenues have been stronger in the first and second fiscal quarters due to the overall increase in moving activity during the spring and summer months. The fourth fiscal quarter is generally weakest, when there is a greater potential for adverse weather conditions.

 
We obtain our rental trucks from a limited number of manufacturers

      In the last ten years, we purchased all of our rental trucks from Ford and General Motors. Although we believe that we have alternative sources of supply for our rental trucks, termination of one or more of our relationships with any of these suppliers could have a material adverse effect on our business, financial condition or results of operations.

 
Our property and casualty insurance business has suffered extensive losses

      Our property and casualty insurance business, RepWest, has reported losses totaling approximately $135 million since January 1, 2000. These losses are primarily attributable to business lines that were unprofitable as underwritten. To restore profitability in RepWest, we are exiting all non-U-Haul related lines and the exit may result in near term losses as these lines are eliminated. Although we believe the changes will have a positive impact on the financial position of RepWest, we cannot assure you that we will be successful in returning RepWest to sustained profitability. Our inability to sustain profitability could have a material adverse effect on our earnings and financial position.

 
Our insurance businesses suffered downgrades in their ratings from national insurance company rating agencies

      A.M. Best has downgraded RepWest and Oxford. These downgrades have affected their standing in the insurance industry and caused their premiums to decrease. Ratings have become an increasingly important factor in establishing the competitive position of insurance companies. A.M. Best ratings reflect its opinion of an insurance company’s financial strength, operating performance, strategic position and ability to meet its obligations to policyholders. The A.M. Best ratings are C for RepWest and C+ for Oxford.

 
Notes receivable from SAC Holdings are a significant portion of AMERCO’S total assets

      At December 31, 2003, we held $403.5 million of mortgage loans and notes due from SAC Holdings. Although these assets have been eliminated in the consolidated financial statements, we have significant economic exposure to SAC Holdings. SAC Holdings is highly leveraged with total outstanding indebtedness

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and other obligations of $990.1 million at December 31, 2003. We hold various unsecured notes of SAC Holdings. If SAC Holdings are unable to meet their obligations to their senior lenders, it could trigger a default on their obligations to us. In such an event of default, we could suffer a significant loss to the extent the value of the underlying collateral on our loans to SAC Holdings is inadequate to repay SAC Holdings’ senior lenders and us. We cannot assure you that SAC Holdings will not default on their loans to their senior lenders or that the value of SAC Holdings’ assets upon liquidation would be sufficient to repay us in full.
 
AMERCO is a holding company and is dependent on its subsidiaries for cash flow

      As a holding company with no business operations, AMERCO’s material assets consist only of the stock of its subsidiaries. AMERCO will have to rely upon dividends and other payments from its subsidiaries to generate the funds necessary to pay its obligations. The ability of AMERCO’s subsidiaries to make dividend and other payments to AMERCO is subject to, among other things, the availability of funds, the terms of the indebtedness of AMERCO’s subsidiaries and applicable state laws and insurance regulations.

 
We face risk related to an SEC investigation and securities litigation

      The SEC has issued a formal order of investigation to determine whether we have violated the Federal securities laws. Although we have fully cooperated with the SEC in this matter and intend to continue to fully cooperate, the SEC may determine that we have violated Federal securities laws. We cannot predict when this investigation will be completed or its outcome. If the SEC makes a determination that we have violated Federal securities laws, we may face sanctions, including, but not limited to, significant monetary penalties and injunctive relief.

      In addition, the Company has been named a defendant in a number of class action and related lawsuits. The findings and outcome of the SEC investigation may affect the class-action lawsuits that are pending. We are generally obliged, to the extent permitted by law, to indemnify our directors and officers who are named defendants in some of these lawsuits. We are unable to estimate what our liability in these matters may be, and we may be required to pay judgments or settlements and incur expenses in aggregate amounts that could have a material adverse effect on our financial condition or results of operations.

 
Our common stock may be delisted from the NASDAQ Stock Market

      On June 24, 2003, we received a letter from NASDAQ indicating that, in light of AMERCO’s recent Chapter 11 filing, a NASDAQ Listing Qualifications Panel (the “Panel”) would consider such filing and associated concerns in rendering a determination regarding AMERCO’s listing status. NASDAQ has requested, and we have provided, information regarding the Chapter 11 filing and the anticipated effect of the filing on the shareholders of AMERCO. On September 12, 2003, AMERCO received a letter from Nasdaq indicating that the Panel has determined to continue the listing of AMERCO’s common stock on Nasdaq provided that on or before February 27, 2004, AMERCO submits documentation to Nasdaq evidencing that its plan of reorganization has been confirmed by the bankruptcy court and on or before March 15, 2004, AMERCO submits documentation to Nasdaq evidencing its emergence from bankruptcy. In addition to the foregoing, AMERCO must comply with all other requirements for continued listing on Nasdaq and must timely file all periodic reports with the SEC for all periods ending on or before June 30, 2004, without the benefit of any extensions provided pursuant to Exchange Act Rule 12b-25. Although we intend to take all actions available to maintain our Nasdaq listing, there can be no assurance that AMERCO will be able to do so.

 
RepWest has consented to an Order of Supervision issued by the Arizona Department of Insurance

      On May 20, 2003, RepWest consented to an Order of Supervision issued by the DOI. Pursuant to this Order and Arizona law, during the period of supervision, RepWest may not engage in certain activities without the prior approval of the DOI.

      If RepWest fails to satisfy the concerns of the DOI, the DOI may take further action, including, but not limited to, commencing a conservatorship.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

      Reference is made to Part II, Item 7A, Quantitative and Qualitative Disclosure About Market Risk, in AMERCO’s Annual Report on Form 10-K for the fiscal year ended March 31, 2003.

 
Item 4.      Controls and Procedures

Disclosure Controls and Procedures

      We maintain disclosure controls procedures, which are designed to ensure that information related to AMERCO and its subsidiaries and SAC Holdings and their subsidiaries, is disclosed in our public filings in a timely manner. In response to recent legislation and new SEC regulations, we reviewed our internal control structure and our disclosure controls and procedures. We believe our disclosure controls and procedures are adequate to enable us to comply with our disclosure obligations.

      As of the end of the period covered by this report, members of the Company’s management, including the Company’s Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based upon that evaluation, management concluded that the Company’s disclosure controls and procedures are effective in causing material information to be recorded, processed, summarized and reported by management of the Company on a timely basis and to ensure that the quality and timeliness of the Company’s public disclosures complies with its SEC disclosure obligations.

Changes in Internal Control Over Financial Reporting

      During the period covered by this report we made no change in our internal control over financial reporting which may materially affect, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

 
Item 1. Legal Proceedings

      On July 20, 2000, Charles Kocher (“Kocher”) filed suit in Wetzel County, West Virginia, Civil Action No. 00-C-51-K, entitled Charles Kocher v. Oxford Life Insurance Co. (“Oxford”) seeking compensatory and punitive damages for breach of contract, bad faith and unfair claims settlement practices arising from an alleged failure of Oxford to properly and timely pay a claim under a disability and dismemberment policy. On March 22, 2002, the jury returned a verdict of $5 million in compensatory damages and $34 million in punitive damages. On November 5, 2002, the trial court entered an Order (“Order”) affirming the $39 million jury verdict and denying Oxford’s motion for New Trial Or, in The Alternative, Remittitur. Oxford has perfected its appeal to the West Virginia Supreme Court. Oral argument on the appeal petition occurred on September 9, 2003. On September 10, 2003, the West Virginia Supreme Court granted in part, Oxford’s petition. On January 27, 2004, the matter was argued before the West Virginia Supreme Court and taken under advisement. Management does not believe that the Order is sustainable and expects the Order to be overturned by the West Virginia Supreme Court, in part because the jury award has no reasonable nexus to the actual harm suffered by Kocher. The Company has accrued $725,000, which represents management’s best estimate of the costs associated with legal fees to appeal and re-try the case and the Company’s uninsured exposure to an unfavorable outcome.

      As previously discussed, on June 20, 2003, AMERCO filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code. As debtor-in-possession, AMERCO is authorized under Chapter 11 to continue to operate as an ongoing business, but may not engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. As of the Petition Date, virtually all pending litigation against AMERCO is stayed, and absent further order of the Bankruptcy Court, no party, subject to certain exceptions, may take any action, again subject to certain exceptions, to recover on pre-petition claims against AMERCO. The automatic stay, however, does not apply to AMERCO’s subsidiaries, other than

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Amerco Real Estate Company, which filed for protection under Chapter 11, on August 13, 2003. On October 6, 2003, AMERCO filed its Plan of Reorganization and Disclosure Statement with the Bankruptcy Court. On November 26, 2003, AMERCO filed an Amended Plan of Reorganization (the “Plan”). On December 12, 2003, the Bankruptcy Court approved AMERCO’s Disclosure Statement. On February 2, 2004, the Bankruptcy Court confirmed the Plan contingent upon completion of documentation and agreements acceptable to the involved parties and the submission of proposed findings of fact and conclusions of law and a confirmation order acceptable to all involved parties. AMERCO expects that by fiscal year end (i) it will satisfy the above contingencies and (ii) the Bankruptcy Court will execute a confirmation order. The confirmation order will become final if it is not appealed within ten days after entry and AMERCO intends to proceed to implement the Plan and emerge from bankruptcy as soon as possible thereafter.

      The Securities and Exchange Commission (“SEC”) has issued a formal order of investigation to determine whether the Company has violated the Federal securities laws. On January 7, 2003, the Company received the first of several subpoenas issued by the SEC to the Company. SAC Holdings, the Company’s current and former auditors, and others have also received one or more subpoenas relating to this matter. The Company is cooperating fully with the SEC and is facilitating the expeditious review of its financial statements and any other issues that may arise. The Company has produced a large volume of documents and other materials in response to the subpoenas, and the Company is continuing to assemble and produce additional documents and materials for the SEC. Although the Company has fully cooperated with the SEC in this matter and intends to continue to fully cooperate, the SEC may determine that the Company has violated Federal securities laws. We cannot predict when this investigation will be completed or its outcome. If the SEC makes a determination that we have violated Federal securities laws, we may face sanctions, including, but not limited to, significant monetary penalties and injunctive relief.

      The United States Department of Labor (“DOL”) is presently investigating whether there were violations of the Employee Retirement Income Security Act of 1974 (“ERISA”) involving the AMERCO Employee Savings, Profit Sharing, and Employee Stock Ownership Plan (the “Plan”). The DOL has interviewed a number of Company representatives as well as the Plan fiduciaries and has issued a subpoena to the Company and a subpoena to SAC Holdings. One of the issues raised by the DOL relates to the release of shares from the Plan’s loan suspense account. The Company believes that it has resolved this particular issue by contributing additional shares. At the present time, the Company is unable to determine whether the DOL will assert any other claims against the Company, SAC Holdings, or the Plan fiduciaries. The DOL has asked AMERCO and its current directors as well as the Plan Trustees to sign an agreement tolling the statute of limitations with respect to any claims arising out of certain transactions between AMERCO or any affiliate of AMERCO and SAC Holdings or any of its affiliates and such persons have done so. The DOL has not advised the Company that it believes that any other violations of ERISA have in fact occurred. Instead, the DOL is simply investigating potential violations. The Company intends to defend its position. The Company also intends to take any corrective action that may be needed in light of the DOL’s ultimate findings. Although the Company has fully cooperated with the DOL in this matter and intends to continue to fully cooperate, the DOL may determine that the Company has violated ERISA. In that event, the Company may face sanctions, including, but not limited to, significant monetary penalties and injunctive relief.

 
Item 3. Defaults Upon Senior Securities

      (a) On October 15, 2002, AMERCO failed to make a $100 million principal payment and a $3.6 million interest payment due to the Series 1997-C Bond Backed Asset Trust. On that date, AMERCO also failed to pay $26.6 million in the aggregate to Citibank and Bank of America in connection with the early extinguishment of the Series 1997-C bonds. As a result of the foregoing, AMERCO is in default with respect to the other contractual obligations and commercial commitments listed below, which contain cross-default provisions, including its 3-Year Credit Agreement dated June 28, 2002 (the “Revolver”). In addition to the cross-default under the Revolver, AMERCO is also in default under that agreement as a result of its failure to obtain incremental net cash proceeds and/or availability from additional financings in an aggregate amount of at least $150.0 million prior to October 15, 2002. In addition, Amerco Real Estate Company has defaulted on a $100 million loan by failing to grant mortgages required by the loan agreement in a timely manner. The total

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amount of indebtedness currently in default (either directly or as a result of a cross-default) is approximately $1,121.2 million.
         
(In millions)

Bank of Montreal synthetic lease
  $ 149.0  
Citibank synthetic lease
    101.7  
3yr Credit Agreement
    153.8  
Amerco Real Estate Notes
    100.0  
’03 Notes
    175.0  
’05 Notes
    200.0  
Medium Term Notes
    109.5  
BBAT
    100.0  
Bank of America Obligation (BBAT)
    11.3  
Citicorp Obligation (BBAT)
    15.3  
Bank of America Swap
    2.1  
JP Morgan Swap
    3.5  
     
 
    $ 1,121.2  
     
 

      (b) AMERCO has not paid the December 1, 2002 and any of the 2003 quarterly dividend payments to holders of its Series A 8.5% Preferred Stock. No assurance can be given as to when or whether the payment of the deferred preferred stock dividends will be made. The total amount of Series A 8.5% Preferred Stock dividends in arrears is $16.2 million. However, on February 4, 2004, AMERCO declared a regular quarterly dividend on the Series A 8 1/2 Preferred Stock. The dividend is payable on March 1, 2004 subject to the Bankruptcy Court execution of the findings of fact, conclusions of law, and order confirming Debtors’ First Amended Joint Plan of Reorganization. AMERCO anticipates resumption of Preferred Stock cash dividends on a quarterly basis going forward and will address the deferred dividend payments subsequent to its emergence from bankruptcy.

 
Item 4. Submission of Matters to a Vote of Security Holders

      The 2003 Annual Meeting of Stockholders was held on November 7, 2003. At the 2003 Annual Meeting of Stockholders, John P. Brogan and James J. Grogan were elected to serve until the 2007 Annual Meeting of Stockholders. Edward J. Shoen and M. Frank Lyons continue as directors with terms that expires at the 2004 Annual Meeting of Stockholders; John M. Dodds and James P. Shoen continue as directors with terms that expire at the 2005 Annual Meeting of Stockholders; and William E. Carty and Charles J. Bayer continue as directors with terms that expire at the 2006 Annual Meeting of Stockholders. The following table sets forth the votes cast for, against or withheld, as well as the number of abstentions and broker non-votes with respect to each matter voted on at the 2003 Annual Meeting of Stockholders.

Matters Submitted To a Vote

                                           
Votes Cast For Votes Cast Against Withheld Abstentions Non-Votes





Election of Directors
                                       
 
John P. Brogan
    18,565,109       52,211       1,108,024              
 
James J. Grogan
    18,566,062       54,131       1,105,151              

Item 5.     Other Information

      For inclusion in the proxy statement and form of proxy relating to the 2004 Annual Meeting of Stockholders, a proposal intended for presentation at that meeting must be submitted in accordance with the applicable rules of the Securities and Exchange Commission and received by the Secretary of AMERCO, c/o U-Haul International, Inc., 2721 North Central Avenue, Phoenix, Arizona 85004, on or before June 3,

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2004. Proposals to be presented at the 2004 Annual Meeting of Stockholders that are not intended for inclusion in the proxy statement and form of proxy must be submitted by that date and in accordance with the applicable provisions of the Company’s By-Laws, a copy of which is available upon written request, delivered to the Secretary of AMERCO at the address in the preceding sentence. The Company suggests that proponents submit their proposals to the Secretary of AMERCO by Certified Mail-Return Receipt Requested.
 
Item 6. Exhibits and Reports on Form 8-K

      (a) Exhibits

         
Exhibit
No. Description


  2.1     Joint Plan of Reorganization of AMERCO and Amerco Real Estate Company(1)
  2.2     Disclosure Statement Concerning the Debtors’ Joint Plan of Reorganization(1)
  2.3     Amended Joint Plan of Reorganization of AMERCO and Amerco Real Estate Company
  2.4     Disclosure Statement Concerning the Debtors’ First Amended Joint Plan of Reorganization
  3.1     Restated Articles of Incorporation of AMERCO(2)
  3.2     Restated By-Laws of AMERCO(3)
  3.3     Restated Articles of Incorporation of U-Haul International, Inc.(4)
  3.4     Bylaws of U-Haul International, Inc.(4)
  31.1     Rule 13a-14(a)/15d-14(a) Certificate of Edward J. Shoen, President and Chairman of the Board of AMERCO and U-Haul International, Inc.
  31.2     Rule 13a-14(a)/15d-14(a) Certificate of Gary B. Horton, Treasurer of AMERCO and Assistant Treasurer of U-Haul International, Inc.
  32.1     Certificate of Edward J. Shoen, President and Chairman of the Board of U-Haul International, Inc. pursuant to Section 906 if the Sarbanes-Oxley Act of 2002
  32.2     Certificate of Gary B. Horton, Treasurer of AMERCO and Assistant Treasurer of U-Haul, International, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


(1)  Incorporated by reference to AMERCO’s Current Report on Form 8-K filed October 20, 2003, file no. 1-11255.
 
(2)  Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1992, file no. 1-11255.
 
(3)  Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1996, file no. 1-11255.
 
(4)  Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2003, file no. 1-11255.

      (b) Reports on Form 8-K.

      On October 20, 2003, we filed a Form 8-K announcing that we have filed our Plan of Reorganization and Disclosure Statement with the United States Bankruptcy Court, District of Nevada on October 6, 2003 and that a court hearing on the adequacy of the Disclosure Statement is scheduled for November 18, 2003.

      On November 20, 2003, we filed an amendment to Form 8-K dated September 5, 2003 to include information about non-GAAP financial measures disclosed during our first quarter earnings conference call, including reconciliations to comparable GAAP measures.

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SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

  AMERCO

  By:  /s/ EDWARD J. SHOEN
 
  Edward J. Shoen
  President and Chairman of the Board
  (Duly Authorized Officer)

Date: February 17, 2004

  By:  /s/ GARY B. HORTON
 
  Gary B. Horton
  Treasurer
  (Principal Financial Officer)

Date: February 17, 2004

  U-HAUL INTERNATIONAL, INC.

  By:  /s/ EDWARD J. SHOEN
 
  Edward J. Shoen
  President and Chairman of the Board
  (Duly Authorized Officer)

Date: February 17, 2004

  By:  /s/ GARY B. HORTON
 
  Gary B. Horton
  Assistant Treasurer
  (Principal Financial Officer)

Date: February 17, 2004

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EXHIBIT INDEX

         
Exhibit
No. Description


  2.1     Joint Plan of Reorganization of AMERCO and Amerco Real Estate Company(1)
  2.2     Disclosure Statement Concerning the Debtors’ Joint Plan of Reorganization(1)
  2.3     Amended Joint Plan of Reorganization of AMERCO and Amerco Real Estate Company
  2.4     Disclosure Statement Concerning the Debtors’ First Amended Joint Plan of Reorganization
  3.1     Restated Articles of Incorporation of AMERCO(2)
  3.2     Restated By-Laws of AMERCO(3)
  3.3     Restated Articles of Incorporation of U-Haul International, Inc.(4)
  3.4     Bylaws of U-Haul International, Inc.(4)
  31.1     Rule 13a-14(a)/15d-14(a) Certificate of Edward J. Shoen, President and Chairman of the Board of AMERCO and U-Haul International, Inc.
  31.2     Rule 13a-14(a)/15d-14(a) Certificate of Gary B. Horton, Treasurer of AMERCO and Assistant Treasurer of U-Haul International, Inc.
  32.1     Certificate of Edward J. Shoen, President and Chairman of the Board of U-Haul International, Inc. pursuant to Section 906 if the Sarbanes-Oxley Act of 2002
  32.2     Certificate of Gary B. Horton, Treasurer of AMERCO and Assistant Treasurer of U-Haul, International, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


(1)  Incorporated by reference to AMERCO’s Current Report on Form 8-K filed October 20, 2003, file no. 1-11255.
 
(2)  Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1992, file no. 1-11255.
 
(3)  Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1996, file no. 1-11255.
 
(4)  Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2003, file no. 1-11255.

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