UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Form 10-K for Annual and Transition Reports
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

(Mark One)

For the fiscal year ended March 31, 2004
or

For the transition period from __________________ to __________________

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

     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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

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

     The aggregate market value of AMERCO common stock held by non-affiliates (i.e., stock held by person other than officers, directors and 5% shareholders of AMERCO) on September 30, 2003 was $170,054,402. The aggregate market value was computed using the closing price for the common stock trading on NASDAQ on such date.

     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

21,284,604 shares of AMERCO Common Stock, $0.25 par value were outstanding at June 11, 2004.

5,385 shares of U-Haul International, Inc. Common Stock, $0.01 par value, were outstanding at June 11, 2004. None of these shares were held by non-affiliates.

TABLE OF CONTENTS

PART I

ITEM 1. BUSINESS

Company Overview

     We are North America’s largest “do-it-yourself” moving and storage provider, supplying products and services to help people move and store their household and commercial goods. U-Haul is synonymous with “do-it-yourself” moving and storage and our strategy is to maintain our leadership position.

     Through a network of 1,351 U-Haul operated retail centers and 13,870 independent U-Haul dealers, we rent our distinctive orange and white U-Haul trucks and trailers and storage rooms and we sell U-Haul brand boxes, tape and other moving and self storage related products and services. We also connect independent providers of moving and self storage services, with “do-it-yourself” moving and storage customers through our eMove web site.

     U-Haul is the most convenient supplier of products and services meeting the needs of North America’s “do-it-yourself” moving and storage market. Our broad geographic coverage throughout the United States and Canada and our extensive selection of U-Haul brand moving and self storage related products and services provide our customers with “one-stop” shopping convenience.

     We were founded in 1945 under the name “U-Haul Trailer Rental Company”. Since 1945 we have rented trailers. Starting in 1959, we rented trucks on a one-way and In-Town basis exclusively through independent U-Haul dealers. Since 1974, we have developed a network of U-Haul managed retail centers, through which we rent our trucks and trailers and sell moving and self-storage related supplies and services, to complement our independent dealer network.

     AMERCO and U-Haul are each incorporated in Nevada. Our Internet address is uhaul.com. On our investor relations web site is amerco.com. We post the following filings as soon as is reasonably practical after they are electronically filed with or furnished to the Securities and Exchange Commission: our annual report on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, our proxy statement related to our annual stockholders’ meeting, and any amendments to those reports or statements filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. All such filings on our web site are available free of charge.

Products and Rental Equipment

     U-Haul rental equipment is specifically designed, engineered and manufactured for the “do-it-yourself” household mover. Our Primary Service Objective is to provide a better and better product and service to more and more people at a lower and lower cost.

     Our customers are “do-it-yourself” household movers. These “do-it-yourself” movers include individuals and families moving their belongings from one home to another, college students moving their belongings, vacationers and sports enthusiasts needing extra space or having special towing needs, people trying to save on home furniture and home appliance delivery costs, and “do-it-yourself” home remodeling and gardening enthusiasts that need extra room to transport materials.

     As of March 31, 2004, our distinctive orange and white rental fleet consisted of approximately 92,000 trucks, 73,000 trailers and 33,000 tow devices. This equipment and our U-Haul brand self-moving and self-storage products and services are distributed through a network of 1,351 U-Haul operated retail centers and 13,870 independent U-Haul dealers. Independent U-Haul dealers receive U-Haul rental equipment on a consignment basis and are paid a commission based on gross revenues generated from their U-Haul rentals.

     Our rental truck chassis are manufactured by domestic and foreign truck manufacturers. These chassis are joined with the distinctive orange and white U-Haul designed and manufactured van boxes at U-Haul operated manufacturing and assembly facilities strategically located throughout the United States. U-Haul rental trucks feature our proprietary Lowest Deck^SM, which provides our customers with extra ease of loading. The loading ramps on our trucks are the widest in the industry which reduce the time needed to move belongings. Our Gentle Ride Suspension^SM helps our customers safely move their most delicate and prized possessions. Also, the engineers at the U-Haul Technical Center determined the softest ride in our trucks was at the front of the van box. Consequently, they designed the part of the van box that hangs over the front cab of the truck to be the location for our customers to place their most fragile items during their move. We call this area “Mom’s Attic.”^SM

     Our distinctive orange and white trailers are also manufactured at these same U-Haul operated manufacturing and assembly facilities. These trailers are well suited to the low profile of many of today’s newly manufactured automobiles. Our engineering staff is committed to making our trailers easy to tow, aerodynamic and fuel efficient.

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     To provide our self-move customers with added value, our rental trucks and trailers are designed for fuel efficiency. Also, to help make our rental equipment more trouble free, we perform extensive preventive maintenance and repairs. As an added benefit, we also offer emergency road service at no additional charge.

     U-Haul also provides customers the equipment to transport their auto. We provide three towing options, including; auto transport, in which all four wheels are off the ground, tow dolly, in which the front wheels of the towed vehicle are off the ground, and tow bar, where all four wheels are on the ground.

     To help our customers load their boxes and larger household appliances and furniture, U-Haul provides several accessory rental items. Our utility dolly has a lightweight design and is easy to maneuver. Another rental accessory is our four wheel dolly, which provides a large, flat surface for moving dressers, wall units, pianos and other large household items. U-Haul appliance dollies provide the leverage needed to move refrigerators, freezers, washers and dryers easily and safely. These utility, furniture and appliance dollies, along with the low decks and the loading ramps on all U-Haul trucks and trailers, are designed for easy loading and unloading of our customers’ belongings.

     The total package U-Haul offers the “do-it-yourself” household mover doesn’t end with trucks and trailers. Our moving supplies include a wide array of affordably priced U-Haul brand boxes, tape and packing materials. We also provide specialty boxes for dishes, computers and sensitive electronic equipment, carton sealing tape, security locks, and packing supplies, like wrapping paper and cushioning foam. U-Haul brand boxes are specifically sized to make stacking and tiering easier.

     U-Haul is also North America’s largest seller and installer of hitches and towing systems. These hitching and towing systems can tow jet skis, motorcycles, boats, campers and horse trailers. Our hitches, ball mounts, and balls undergo stringent testing requirements.

     To enable the transport of items on the roof of a car or SUV, U-Haul offers a special Roof Pouch® that easily attaches to the roof rack of a vehicle. The Roof Pouch® is made from tough vinyl coated material, is weather-proof, and will not scratch the finish of a vehicle. The Roof Pouch® can double the cargo space of a typical SUV.

     U-Haul is also North America’s largest retail propane distributor, with more than 800 retail centers offering propane. We employ trained, certified personnel to refill all propane cylinders, and our network of propane dispensing locations is the largest automobile alternative refueling network in North America.

     Self-storage was a natural outgrowth of the self-moving industry. Conveniently located U-Haul self-storage rental facilities provide clean, dry and secure space for storage of household and commercial goods, with storage units ranging in size from 15 square feet to over 400 square feet. We operate nearly 1,000 self-storage locations in North America, with more than 340,000 rentable rooms comprising approximately 29 million square feet of rentable storage space. Our self-storage centers feature a wide array of security measures, ranging from electronic property access control gates to individually alarmed storage units. At many centers, we offer climate controlled storage rooms to protect temperature sensitive goods such as video tapes, albums, photographs and precious wood furniture.

     Our eMove web site, emove.com, is the largest network of customers and businesses in the self-moving and self-storage industry. The eMove network consists of channels where customers, businesses and service providers transact business. The eMove Moving Help marketplace connects “do-it-yourself” movers with independent service providers to help movers pack, load, clean, drive, unload and more. Thousands of service providers are already in place. Through the eMove Storage Affiliate Program, independent storage businesses can join the world’s largest storage reservation system. Self-storage customers making a reservation through eMove can access all of the U-Haul self-storage centers and all U-Haul storage affiliate partners for even greater convenience to meet their self-storage needs.

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     Additionally, we offer moving and storage protection packages such as Safemove and Safetow, protecting moving and towing customers with a damage waiver, cargo protection and medical and life coverage, and Safestor, protecting storage customers from loss on their goods in storage.

Description of Operating Segments

     AMERCO has three reportable segments and five identifiable segments. The three reportable segments are Moving and Self-Storage, Property and Casualty Insurance and Life Insurance. The five identifiable segments include U-Haul moving and storage, Real Estate, and SAC moving and storage, which are separately listed under the reportable segment Moving and Self-Storage. The remaining identifiable segments are Property and Casualty Insurance and Life Insurance. (See Note 2 to the Notes to Consolidated Financial Statements, Principles of Consolidation.)

Moving and Self-Storage

     U-Haul manages the Company’s moving and self-storage business. Our “do-it-yourself” moving business consists of U-Haul truck and trailer rentals and U-Haul moving supply and service sales. Our self-storage business consists of U-Haul self-storage room rentals, self-storage related product and service sales and management of non-owned self-storage facilities. Amerco Real Estate develops and owns certain of the storage properties and retail centers that are operated by U-Haul. SAC Holding I and its subsidiaries and SAC Holding II and its subsidiaries (collectively referred to as “SAC Holdings”) own self-storage properties that are managed by U-Haul. AMERCO has a variable interest in certain of SAC Holdings properties entitling AMERCO to potential future income based on the financial performance of these properties. As a result, AMERCO is considered the primary beneficiary of certain variable interests in SAC Holdings and we include the results of those variable interest entities in the consolidated financial statements of AMERCO, as required by FIN 46R.

     Net revenue for the Moving and Self-Storage operating segment made up approximately 87% of consolidated net revenue in 2004. Revenue from the rental and sale of self moving related products and services within the Self Moving and Storage operating segment represented approximately 72% of consolidated net revenue in 2004.

Self Moving

     Within our truck and trailer rental operation, we continue to focus on expanding our dealer network which provides added convenience for our customers. A U-Haul dealer is an independent commissioned agent, generally renting U-Haul products in conjunction with another primary business. A U-Haul dealer is most often an owner-operator. U-Haul strives to continually improve the dealer program to make attractive for the dealer.

     At our retail centers we have implemented several customer service initiatives. These initiatives included improving management of our rental equipment to provide our retail centers with the right type of rental equipment, at the right time and at the most convenient location for our customers, effective marketing of our broad line of self-moving related products and services, maintaining hours of operation to provide convenience to our customers, and increasing staff by attracting and retaining “moonlighters” (moonlighters are part-time U-Haul employees with full-time jobs elsewhere) during our peak hours of operation.

     We believe our reservation and scheduling system enables us to provide more of the right equipment, at the right time and at the right location to meet seasonal demand fluctuations. We plan to further enhance this system and manage our capital expansion plans to leverage this capability and generate increased rentals on our rental equipment.

     Effective marketing of our self moving related products and services, such as boxes, pads and insurance, helps our customers have a better moving experience and helps them protect their belongings from potential damage during the moving process. We are committed to providing a complete line of products selected with the do-it-yourself moving and storage customer in mind. Examples of products recently added or expanded include a number of specialty packing boxes, “Mover’s Wrap” and Smart Move tapes. Mover’s Wrap is a sticks-to-itself plastic stretch wrap used to bind, bundle, and fasten items when moving or storing. Additionally, U-Haul has added a full line of Smart Move tape products. The Smart Move tape is a color coded packing tape that has the room printed right on it allowing customers to tape and label their belongings in one quick step.

     These actions, leveraged by our 1,351 company owned and operated retail centers, enables the company to provide better customer service, which we believe led to increased sales and increased productivity.

Self-Storage

     Our self-storage business consists of U-Haul self-storage room rentals, self-storage related product and service sales and management of self-storage facilities not owned by the company.

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     U-Haul is the second largest operator of self-storage and has been a leader in the self-storage industry since 1974. U-Haul operates over 340,000 storage rooms, approximately 29 million square feet of storage space and locations in 49 states and 10 Canadian provinces. U-Haul’s self-storage facility locations range in size up to 152,000 square feet of storage space, with individual storage units in sizes ranging from 15 square feet to over 400 square feet.

     The primary market for storage rooms is the storage of household goods. We believe that our self-storage services provide a competitive advantage through such things as Maximum Security (“MAX”), an electronic system that monitors the storage facility 24 hours a day; climate control; individually alarmed rooms; extended hour access; and an internet based customer reservation and account management system.

eMove

     Our eMove.com web site connects independent providers of moving and self-storage services with “do-it-yourself” moving and storage customers. The eMove.com web site connects business to business, business to consumer and consumer to consumer to provide what we believe to be a compelling array of products and services as near as any internet portal.

     eMove.com is the largest self-move and self-storage online destination for consumers and businesses we know of. Shoppers can rent or reserve moving equipment, hire helpers to load, pack or unload, rent or reserve a storage room, and more without going to a store or using the yellow pages. eMove.com connects shoppers to the world’s largest network of customer rated moving and self-storage service providers. With over 12,000 unedited reviews of service providers, the marketplace has facilitated over 21,000 moves.

     eMove also targets independently owned self-storage facilities to connect into the eMove network to provide storage services. Over 900 independent self-storage facilities are connected with the eMove network channel, making eMove.com the only online destination in the self-storage industry to be able to connect consumers to self-storage facilities across North America. Over 1,900 self-storage facilities are now registered on the eMove network.

     Within 2 years of its inception, eMove.com has established itself as the only online destination in the “do-it-yourself” moving and storage industry that connects consumers to service providers in all 50 states and 11 Canadian provinces. Our goal is to further utilize our web-based technology platform to expand into additional markets and provide more value-added products and services to the moving and storage industry.

Property and Casualty Insurance

     Republic Western Insurance Company (“RepWest”) provides loss adjusting and claims handling for U-Haul through regional offices across North America. RepWest also provides components of the Safemove, Safetow and Safestor protection packages to U-Haul customers. The business plan for RepWest includes offering property and casualty products in other U-Haul related programs and completing its exit from non-U-Haul lines of business.

Life Insurance

     Oxford Life Insurance Company (“Oxford”) originates and reinsures annuities; credit life and disability; single premium whole life; group life and disability coverage; and Medicare supplement insurance. Oxford also administers the self-insured employee health and dental plans for our Company.

Employees

     As of March 31, 2004, we employed approximately 17,230 people throughout North America. Approximately 97% of these employees work within our self moving and storage segment. Approximately 94% of these employees are located in the United States.

Sales and Marketing

     As of March 31, 2004, our distinctive orange and white rental fleet consisted of approximately 92,000 trucks, 73,000 trailers and 33,000 towing devices. This equipment, and our U-Haul brand self moving and self storage products and services are distributed through a network of 1,351 U-Haul operated retail centers and 13,870 independent U-Haul dealers. Independent U-Haul dealers receive U-Haul rental equipment on a consignment basis and are paid a commission based on gross revenues generated from their U-Haul rentals.

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     Our self-storage operations consist of approximately 340,000 rentable rooms. These self-storage rooms are available for rent on a month-to-month basis through nearly 1,000 self-storage locations, and are comprised of approximately 29 million square feet of self-storage capacity.

     Our marketing plan includes maintaining our leadership position with U-Haul being synonymous with “do-it-yourself” moving and storage. We accomplish this by continually improving the ease of use and efficiency of our rental equipment, by providing added convenience to our retail centers through independent U-Haul dealers, and by expanding the capabilities of our eMove web site, connecting independent moving service providers with “do-it-yourself” household movers.

     We promote U-Haul brand awareness through direct and co-marketing arrangements. Our direct marketing activities consist of yellow pages, print and web based advertising as well as trade events, movie cameos of our rental fleet and boxes, and industry and consumer communications. We support our independent U-Haul dealers through advertising of U-Haul moving and self-storage rentals, products and services.

Competition

Self-Moving

     The moving truck and trailer rental industry is large and highly competitive.

     There are two distinct users of rental trucks: commercial and “do-it-yourself” users. We focus primarily on the “do-it-yourself” residential user. Within this segment, we believe the principal competitive factors are convenience of rental locations, availability of quality rental moving equipment, breadth of essential products and services, and price.

     Our major competitors in the moving equipment rental market are Budget Car and Truck Rental Company and Penske Truck Leasing.

Self-Storage

     The self-storage market is large and highly fragmented.

     We believe the principal competitive factors in this industry are convenience of storage rental locations, cleanliness, security and price.

     Our primary competitors in the self-storage market are Public Storage, Shurgard, Storage USA and others.

Insurance

     The highly competitive insurance industry includes a large number of life insurance companies and property and casualty insurance companies. In addition, the marketplace now includes financial services firms offering both insurance and financial products. Some of the insurance companies are owned by stockholders and others are owned by policyholders. Many competitors have been in business for a longer period of time or possess substantially greater financial resources and broader product portfolios. We compete in the insurance business based upon price, product design, and services rendered to producers and policyholders.

Corporate Governance

     Corporate governance is typically defined as the system that allocates duties and authority among a company’s stockholders, board of directors and management. The stockholders elect the board and vote on extraordinary matters; the board is the company’s governing body; and management runs the day-to-day operations of the company.

     Our current Board members are William E. Carty, John M. Dodds, Charles J. Bayer, John P. Brogan, James J. Grogan, M. Frank Lyons, James P. Shoen and Edward J. Shoen.

Board Responsibilities and Structure

     The primary responsibilities of the Board of Directors are oversight, counseling and direction to the management of the Company in the long-term interests of the Company and its stockholders.

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     The Board and its committees meet throughout the year on a set schedule, and also hold special meetings and act by written consent from time to time as needed. The Board has delegated various responsibilities and authority to different Board committees as generally described below. Committees regularly report on their activities and actions to the full Board.

Board Committees

     The Board currently has Audit, Executive Finance, Compensation, and Independent Corporate Governance Committees, as well as an Advisory Board.

     Audit Committee. The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities as to financial reporting and audit functions and risk management. The Audit Committee monitors the financial information that is provided to stockholders and others, the independence and performance of the Company’s independent auditors and internal audit department and the systems of internal control established by management and the Board.

     In addition, the members of the Audit Committee of the Board each qualify as “independent” under special standards developed by the Securities and Exchange Commission (SEC) for members of audit committees, and the Audit Committee includes at least one member who is determined by the Board to meet the qualifications of an “audit committee financial expert” in accordance with SEC rules, including that the person meets the relevant definition of an “independent” director. Mr. John P. Brogan is the independent director who has been determined to be an audit committee financial expert. Stockholders should understand that this designation is a disclosure requirement of the SEC related to Mr. Brogan’s experience and understanding with respect to certain accounting and auditing matters. The designation does not impose on Mr. Brogan any duties, obligations or liability that are greater than are generally imposed on him as a member of the Audit Committee and the Board of Directors, and his designation as an audit committee financial expert pursuant to this SEC requirement does not affect the duties, obligations or liability of any other member of the Audit Committee or Board of Directors.

     Executive Finance Committee. The Executive Finance Committee is authorized to act on behalf of the Board of Directors in approving any transaction involving the finances of the Company. It has the authority to give final approval for the borrowing of funds on behalf of the Company without further action or approval of the Board of Directors. The Executive Finance Committee is composed of Edward J. Shoen, John P. Brogan and Charles J. Bayer.

     Compensation Committee. The Compensation Committee reviews the Company’s executive compensation plans and policies, including benefits and incentives, to ensure that they are consistent with the goals and objectives of the Company. It reviews and makes recommendations to the Board of Directors regarding management recommendations for changes in executive compensation. The Compensation Committee also monitors management plans and programs for the retention, motivation and development of senior management. The Compensation Committee is composed of John P. Brogan and James J. Grogan, non-employee independent directors of the Company.

     Independent Governance Committee. The Independent Governance Committee is co-chaired by two independent members of the Board, James J. Grogan and John P. Brogan. Thomas W. Hayes, the former State Treasurer of California, and Paul A. Bible, a partner in the Reno-based law firm of Bible, Hoy & Trachok, are also members of this committee. Neither Mr. Hayes nor Mr. Bible are members of the Company’s Board of Directors. The Independent Governance Committee evaluates specific corporate governance principles and standards and proposes to the Board any modifications thereto as deemed appropriate. In addition, this committee reviews potential candidates for Board membership. The committee may review other matters as referred to it by the Board. The committee has the authority to and a budget from which to retain professionals. The committee membership term is one year and each member is determined by the Board to be free of any relationship that would interfere with his exercise of independent judgment as member of this committee.

     Advisory Board Members. In addition to the four committees described above the Board of Directors authorized up to two (2) Advisory Board Members. On June 4, 2003, the Board of Directors appointed Michael L. Gallagher as a member of the Advisory Board. Mr. Gallagher is a senior partner in the law firm Gallagher & Kennedy. Mr. Gallagher is also a director of Pinnacle West Capital Corporation and the Omaha World Herald Company. As of June 9, 2004 The Board appointed Daniel R. Mullen as a second Advisory Board member. Mr. Mullen is a retired financial executive with public company experience.

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Recent Developments

Emergence From Chapter 11 Restructuring

     On March 15, 2004, we emerged from Chapter 11 (less than nine months from our petition date) with full payment to our creditors while preserving the interests of our stockholders. In connection with our emergence from bankruptcy, we believe our balance sheet is strengthened, having restructured its debt and lease obligations. For a detailed description of our new financial structure, see footnote 9, “Borrowings” on page F-18.

     As background, on June 20, 2003, AMERCO filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code. Amerco Real Estate Company also filed a voluntary petition for relief under Chapter 11 on August 13, 2003. The other subsidiaries of AMERCO were not included in either of the filings. The Chapter 11 filing was undertaken to facilitate a restructuring of the debt of AMERCO in response to liquidity issues, which developed in the second half of 2002. These liquidity issues began when our prior independent auditors advised the Company in 2002 that its financial statements would have to be restated. This restatement, and the resulting lack of clarity regarding the operating results and financial condition of AMERCO, contributed substantially and directly to a series of significant developments adversely impacting the Company’s access to capital. The restatement, which involved the consolidation of SAC Holdings resulted in a material decrease in reported net worth and a corresponding increase in its reported leverage ratios. The restatement also required a costly and time-consuming restatement of prior periods’ results that led to the untimely filing of quarterly and annual reports with the Securities and Exchange Commission.

     As this situation was occurring, AMERCO was attempting to negotiate and replace its then existing revolving credit facility and complete a $275 million bond offering. Although we were able to replace our revolving credit facility, the amount of the facility was substantially reduced. We were not able to successfully complete the $275 million bond offering, exemplifying the significantly reduced access AMERCO had to the capital markets to meet its financial needs due to, among other things, the confusion and adverse perception resulting from the restatement. As a result of our failure to complete the $275 million bond offering, we did not have sufficient funds to meet our maturity obligations for our Series 1997-C Bond Backed Asset Trust (BBAT) and related SWAP agreements which were due on October 15, 2002. Our inability to meet these maturity obligations resulted in a default on BBAT obligations, which led to cross-defaults and an acceleration of substantially all of the other outstanding instruments in the Company’s debt structure. Although we worked diligently with our creditors to resolve and cure or restructure these defaults, we were left with no viable alternative but to seek Chapter 11 protection, which we did on June 20, 2003. On March 15, 2004 we emerged from Chapter 11.

Upgraded Ratings of AMERCO Life Insurance Subsidiaries

     A.M. Best Co. recently upgraded the financial strength ratings of Oxford Life Insurance Company and its subsidiaries, Christian Fidelity Life Insurance Company and North American Insurance Company from C+ (weak) to B- (fair). The rating outlook for all three companies is positive. Although our life insurance subsidiaries continue to face challenges to regain their marketing momentum, we believe these rating upgrades will favorably impact the operations of our life insurance subsidiaries.

AMERCO Chief Financial Officer

     On June 9, 2004, Jack A. Peterson was appointed Chief Financial Officer of AMERCO and U-Haul International, Inc.

ITEM 2. Properties

     The Company’s subsidiaries own property, plant and equipment that are utilized in the manufacture, repair and rental of U-Haul equipment and storage space as well as providing office space for the Company. Such facilities exist throughout the United States and Canada. The Company also manages storage facilities owned by others. The Company operates 1,351 U-Haul retail centers (including approximately 941 Company owned locations), and operates 11 manufacturing and assembly facilities. We also operate over 200 fixed site repair facilities located throughout the United States and Canada.

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SAC Holdings owns property, plant and equipment that are utilized in the rental of self-storage rooms and U-Haul equipment. Such facilities exist throughout the United States and Canada. We manage the storage facilities under management agreements whereby the management fees are consistent with management fees received by U-Haul for other properties owned by unrelated parties and managed by us.

ITEM 3. Legal Proceedings

Kocher

     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. On January 27, 2004, the matter was argued before the West Virginia Supreme Court and taken under advisement. On June 17, 2004 the West Virginia Supreme Court reversed and vacated the punitive damages award and remanded the case for a new trial on punitive damages. 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. The Company has a $5 million E&O policy and has notified the carrier of the West Virginia Supreme Court’s ruling. The E&O carrier is disputing coverage.

Shoen

     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 as defendants. 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 28, 2003. Plaintiffs have filed a notice of appeal. These lawsuits falsely alleged that the AMERCO Board lacked independence. In reaching its 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.

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Article Four Trust

     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. The Klug action has not been served. In the other three actions, AMERCO does not currently have a deadline by which it must respond to the complaints. Management has stated that it intends to defend these cases vigorously.

Department of Labor

     On May 18, 2004, the United States Department of Labor (“DOL”) completed its investigation of the AMERCO Employee Savings, Profit Sharing, and Employee Stock Ownership Plan (the “Plan”), its fiduciaries, and other third parties. The Company has remedied or resolved all issues raised by the DOL in the investigation.

Securities and Exchange Commission

     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 with the SEC and is facilitating the expeditious review of its financial statements and any other issues that may arise.

     The Company has produced well in excess of one million documents to the SEC and continues to respond to requests for additional documents. Notwithstanding the Company’s ongoing document production, on March 5, 2004, the SEC commenced an action against the Company in the United States District Court for the District of Nevada seeking an order compelling the Company to comply with the SEC’s document requests (“Subpoena Enforcement Action”). The Company disputed whether there was any basis for the Subpoena Enforcement Action. The Company obtained an order from the Bankruptcy Court overseeing the Company’s Chapter 11 proceedings that AMERCO complied with the SEC’s subpoenas at issue and, as a result of this order, the District Court denied the SEC’s application. The SEC recently filed a motion for reconsideration of the Bankruptcy Court’s order, which AMERCO has opposed. There has been no ruling on the motion to reconsider.

Environmental

     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 million required by the State of Washington, INW filed for reorganization under the federal bankruptcy laws in May of 2001. The potentially liable parties, including INW, have agreed to share the cost of the environmental cleanup necessary at the Yakima site. INW’s percentage share of the cost is 17% or $879,000. Due to the bankrupt status of INW, U-Haul has agreed to be responsible for paying INW’s share, of which $706,000 has been paid through May 21, 2004.

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Emergence From Chapter 11 Restructuring

     The disclosure included under the caption “Business—Recent Developments—Emergence From Chapter 11 Restructuring” is incorporated into this section by reference.

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

     No matter was submitted to a vote of the security holders of AMERCO or U-Haul during the fourth quarter of the fiscal year covered by this report, through the solicitation of proxies or otherwise.

PART II

ITEM 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

     As of April 30, 2004, there were approximately 3,000 holders of record of the common stock. AMERCO’s trading symbol is “UHAL”.

     The following table sets forth the high and the low sales price of the common stock of AMERCO for the periods indicated:

     The common stock of U-Haul is wholly owned by AMERCO. As a result, no active trading market exists for the purchase and sale of such common stock.

Dividends

     AMERCO does not have a formal dividend policy. The Board of Directors of AMERCO periodically considers the advisability of declaring and paying dividends in light of existing circumstances. The Company’s new credit facility and its senior note indentures limit the Company’s ability to pay dividends and accordingly, the Company does not anticipate declaring and paying dividends on its common stock in the foreseeable future.

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ITEM 6. Selected Financial Data.

     Listed below is selected financial data for AMERCO and consolidated entities for five years ended March 31:

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Item 6. Selected Financial Data. — (Continued)

     Listed below is selected financial data for U-Haul International, Inc for five years ended March 31: