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U-Haul Holding Co /NV/ - Quarter Report: 2006 June (Form 10-Q)

AMERCO June 30, 2006 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

(Mark One)
R QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2006

or

£ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
 For the transition period from __________________ to __________________



     
Commission
File Number
Registrant, State of Incorporation
Address and Telephone Number
I.R.S. Employer
Identification No.
 
 
1-11255
AMERCO
88-0106815
 
(A Nevada Corporation)
 
 
1325 Airmotive Way, Ste. 100
 
 
Reno, Nevada 89502-3239
 
 
Telephone (775) 688-6300
 
     
 
 
2-38498
U-Haul International, Inc.
86-0663060
 
(A Nevada Corporation)
 
 
2727 N. Central Avenue
 
 
Phoenix, Arizona 85004
 
 
Telephone (602) 263-6645
 
     

 
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 R No £
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and larger accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
 
Larger accelerated filer £   Accelerated filer R  Non-accelerated filer £
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No R
 
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 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 R No £
 
21,284,604 shares of AMERCO Common Stock, $0.25 par value, were outstanding at August 4, 2006.
 
5,385 shares of U-Haul International, Inc. Common Stock, $0.01 par value, were outstanding at August 4, 2006.





TABLE OF CONTENTS

   
Page No.
 
PART I FINANCIAL INFORMATION
 
Item 1.
Financial Statements
 
 
1
 
2
 
3
 
4
 
5 - 29
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
30 - 45
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
46
Item 4.
Controls and Procedures
47
     
 
PART II OTHER INFORMATION
 
Item 1.
Legal Proceedings 
48
Item 1A.
Risk Factors 
48
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
48
Item 3.
Defaults Upon Senior Securities
48
Item 4.
Submission of Matters to a Vote of Security Holders
48
Item 5.
Other Information
49
Item 6.
Exhibits
49

 

 






PART I FINANCIAL INFORMATION
 
ITEM 1. Financial Statements
 

AMERCO AND CONSOLIDATED ENTITIES
 
CONDENSED CONSOLIDATED BALANCE SHEETS
 
   
June 30,
 
March 31,
 
   
2006
 
2006
 
   
(Unaudited)
     
   
(In thousands)
 
ASSETS
         
Cash and cash equivalents
 
$
241,858
 
$
155,459
 
Reinsurance recoverables and trade receivables, net
   
215,861
   
230,179
 
Notes and mortgage receivables, net
   
2,140
   
2,532
 
Inventories, net
   
68,226
   
64,919
 
Prepaid expenses
   
58,473
   
53,262
 
Investments, fixed maturities and marketable equities
   
695,923
   
695,958
 
Investments, other
   
184,566
   
209,361
 
Deferred policy acquisition costs, net
   
52,470
   
47,821
 
Other assets
   
99,978
   
102,094
 
Related party assets
   
252,679
   
270,468
 
     
1,872,174
   
1,832,053
 
Property, plant and equipment, at cost:
             
Land
   
186,252
   
175,785
 
Buildings and improvements
   
760,659
   
739,603
 
Furniture and equipment
   
285,178
   
281,371
 
Rental trailers and other rental equipment
   
201,129
   
201,273
 
Rental trucks
   
1,401,701
   
1,331,891
 
SAC Holding II - property, plant and equipment
   
79,542
   
79,217
 
     
2,914,461
   
2,809,140
 
Less: Accumulated depreciation
   
(1,277,521
)
 
(1,273,975
)
Total property, plant and equipment
   
1,636,940
   
1,535,165
 
Total assets
 
$
3,509,114
 
$
3,367,218
 
LIABILITIES AND STOCKHOLDERS' EQUITY
             
Liabilities:
             
Accounts payable and accrued expenses
 
$
254,604
 
$
235,878
 
AMERCO's notes and loans payable
   
1,045,638
   
965,634
 
SAC Holding II notes and loans payable, non-recourse to AMERCO
   
75,918
   
76,232
 
Policy benefits and losses, claims and loss expenses payable
   
794,572
   
800,413
 
Liabilities from investment contracts
   
432,557
   
449,149
 
Other policyholders' funds and liabilities
   
6,580
   
7,705
 
Deferred income
   
23,632
   
21,346
 
Deferred income taxes
   
118,097
   
108,092
 
Related party liabilities
   
3,400
   
7,165
 
Total liabilities
   
2,754,998
   
2,671,614
 
Commitments and contingencies (notes 3, 6 and 7)
             
Stockholders' equity:
             
Series preferred stock, with or without par value, 50,000,000 shares authorized:
             
Series A preferred stock, with no par value, 6,100,000 shares authorized;
             
6,100,000 shares issued and outstanding as of June 30 and March 31, 2006
   
-
   
-
 
Series B preferred stock, with no par value, 100,000 shares authorized; none
             
issued and outstanding as of June 30 and March 31, 2006
   
-
   
-
 
Series common stock, with or without par value, 150,000,000 shares authorized:
             
Series A common stock of $0.25 par value, 10,000,000 shares authorized;
             
3,716,181 shares issued as of June 30 and March 31, 2006
   
929
   
929
 
Common stock of $0.25 par value, 150,000,000 shares authorized;
             
38,269,518 issued as of June 30 and March 31, 2006
   
9,568
   
9,568
 
Additional paid-in capital
   
373,151
   
367,655
 
Accumulated other comprehensive loss
   
(28,351
)
 
(28,902
)
Retained earnings
   
825,964
   
773,784
 
Cost of common shares in treasury, net (20,701,096 shares as of
             
June 30 and March 31, 2006)
   
(418,092
)
 
(418,092
)
Unearned employee stock ownership plan shares
   
(9,053
)
 
(9,338
)
Total stockholders' equity
   
754,116
   
695,604
 
Total liabilities and stockholders' equity
 
$
3,509,114
 
$
3,367,218
 
               
 
The accompanying notes are an integral part of these condensed consolidated financial statements.

1


 

AMERCO AND CONSOLIDATED ENTITIES
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 

       
Quarter Ended June 30,
 
       
2006
 
2005
 
       
(Unaudited)
 
   
                                      (In thousands, except share and per share amounts)
 
Revenues:
             
Self-moving equipment rentals
       
$
407,234
 
$
401,260
 
Self-storage revenues
         
30,431
   
28,768
 
Self-moving and self-storage products and service sales
         
67,451
   
66,563
 
Property management fees
         
3,847
   
4,440
 
Life insurance premiums
         
30,919
   
29,589
 
Property and casualty insurance premiums
         
5,382
   
4,824
 
Net investment and interest income
         
13,830
   
13,714
 
Other revenue
         
7,933
   
10,300
 
Total revenues
         
567,027
   
559,458
 
                     
Costs and expenses:
                   
Operating expenses
         
261,379
   
266,792
 
Commission expenses
         
49,536
   
48,018
 
Cost of sales
         
32,316
   
31,044
 
Benefits and losses
         
30,606
   
27,314
 
Amortization of deferred policy acquisition costs
         
5,626
   
6,198
 
Lease expense
         
37,727
   
33,295
 
Depreciation, net of (gains) losses on disposals
         
39,671
   
34,237
 
Total costs and expenses
         
456,861
   
446,898
 
                     
Earnings from operations
         
110,166
   
112,560
 
Interest expense
         
(18,462
)
 
(19,636
)
Fees on early extinguishment of debt
         
-
   
(35,627
)
Pretax earnings
         
91,704
   
57,297
 
Income tax expense
         
(36,283
)
 
(22,235
)
Net earnings
         
55,421
   
35,062
 
Less: Preferred stock dividends
         
(3,241
)
 
(3,241
)
Earnings available to common shareholders
       
$
52,180
 
$
31,821
 
Basic and diluted earnings per common share
       
$
2.50
 
$
1.53
 
Weighted average common shares outstanding:
                   
Basic and diluted
         
20,897,688
   
20,836,458
 
                     


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

2


 
AMERCO AND CONSOLIDATED ENTITIES
 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 

   
Quarter Ended June 30,
 
   
2006
 
2005
 
   
(Unaudited)
 
   
(In thousands)
 
Comprehensive income:
             
Net earnings
 
$
55,421
 
$
35,062
 
Other comprehensive income (loss), net of tax:
             
Foreign currency translation
   
1,922
   
(1,970
)
Unrealized loss on investments, net
   
(2,586
)
 
(5,540
)
Fair market value of cash flow hedges
   
1,215
   
(409
)
Total comprehensive income
 
$
55,972
 
$
27,143
 
               

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

3


AMERCO AND CONSOLIDATED ENTITIES
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 

   
Quarter Ended June 30,
 
   
2006
 
2005
 
   
(Unaudited)
 
   
(In thousands)
 
Cash flow from operating activities:
             
Net earnings
 
$
55,421
 
$
35,062
 
Depreciation
   
40,666
   
30,925
 
Amortization of deferred policy acquisition costs
   
5,626
   
6,677
 
Change in provision for losses on trade receivables
   
(32
)
 
(601
)
Change in provision for losses on mortgage notes
   
(10
)
 
-
 
Net (gain) loss on sale of real and personal property
   
(995
)
 
3,312
 
Net (gain) loss on sale of investments
   
553
   
(1,453
)
Write-off of unamortized debt issuance costs
   
-
   
13,629
 
Deferred income taxes
   
14,253
   
12,788
 
Net change in other operating assets and liabilities:
             
Reinsurance recoverables and trade receivables
   
17,780
   
(2,287
)
Inventories
   
(3,201
)
 
(2,246
)
Prepaid expenses
   
(3,079
)
 
(816
)
Capitalization of deferred policy acquisition costs
   
(2,386
)
 
(2,508
)
Other assets
   
2,132
   
(29,461
)
Related party assets
   
28,624
   
(13,813
)
Accounts payable and accrued expenses
   
14,561
   
10,510
 
Policy benefits and losses, claims and loss expenses payable
   
(14,610
)
 
2,907
 
Other policyholders' funds and liabilities
   
(1,273
)
 
(13,528
)
Deferred income
   
2,257
   
3,721
 
Related party liabilities
   
(6,083
)
 
(1,119
)
Net cash provided by operating activities
   
150,204
   
51,699
 
               
Cash flows from investing activities:
             
Purchases of:
             
Property, plant and equipment
   
(166,999
)
 
(75,437
)
Short term investments
   
(53,131
)
 
(55,390
)
Fixed maturities investments
   
(32,272
)
 
(84,217
)
Mortgage loans
   
(7,305
)
 
(1,250
)
Proceeds from sale of:
             
Property, plant and equipment
   
28,692
   
15,145
 
Short term investments
   
82,228
   
94,728
 
Fixed maturities investments
   
21,852
   
60,793
 
Cash received in excess of purchase for company acquired
   
1,233
   
-
 
Equity securities
   
-
   
5,759
 
Preferred stock
   
125
   
417
 
Other asset investments, net
   
-
   
872
 
Real estate
   
877
   
693
 
Mortgage loans
   
2,086
   
3,034
 
Payments from notes and mortgage receivables
   
403
   
71
 
Net cash used by investing activities
   
(122,211
)
 
(34,782
)
               
Cash flows from financing activities:
             
Borrowings from credit facilities
   
87,376
   
1,034,188
 
Principal repayments on credit facilities
   
(8,136
)
 
(860,563
)
Debt issuance costs
   
(1,437
)
 
-
 
Leveraged Employee Stock Ownership Plan - repayments from loan
   
285
   
438
 
Preferred stock dividends paid
   
(3,241
)
 
(3,241
)
Investment contract deposits
   
4,251
   
5,670
 
Investment contract withdrawals
   
(20,843
)
 
(17,896
)
Net cash provided by financing activities
   
58,255
   
158,596
 
               
Effects of exchange rate on cash
   
151
   
(1,970
)
               
Increase in cash equivalents
   
86,399
   
173,543
 
Cash and cash equivalents at the beginning of period
   
155,459
   
55,955
 
Cash and cash equivalents at the end of period
 
$
241,858
 
$
229,498
 
               

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

 



4




AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
June 30, 2006, June 30, 2005 (Unaudited) and March 31, 2006
 
 
1. Basis of Presentation
 
The first fiscal quarter for AMERCO ends on the 30th of June for each year that is referenced. Our insurance company subsidiaries have a first quarter that ends on the 31st of March for each year that is referenced. They have been consolidated on that basis. Consequently, all references to our insurance subsidiaries’ years 2006 and 2005 correspond to the Company’s fiscal years 2007 and 2006, respectively.
 
Accounts denominated in non-U.S. currencies have been re-measured into U.S. dollars. Certain amounts reported in previous years have been reclassified to conform to the current presentation.
 
The consolidated financial statements for the first quarter of fiscal 2007 and fiscal 2006, and the balance sheet as of March 31, 2006 include the accounts of AMERCO, its wholly-owned subsidiaries and SAC Holding II Corporation and its subsidiaries (“SAC Holding II”).
 
The condensed consolidated balance sheet as of June 30, 2006 and the related condensed consolidated statements of operations, comprehensive income, and cash flow for the first quarters of fiscal 2007 and 2006 are unaudited.
 
In our opinion, all adjustments necessary for the 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. The information in this 10-Q should be read in conjunction with Management’s Discussion and Analysis and financial statements and notes thereto included in the AMERCO 2006 Form 10-K.
 
Intercompany accounts and transactions have been eliminated.
 
Description of Legal Entities
 
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 its wholly-owned subsidiary
 
North American Fire & Casualty Insurance Company (“NAFCIC”),
 
Oxford Life Insurance Company (“Oxford”) and its wholly-owned subsidiaries
 
North American Insurance Company (“NAI”)
 
Christian Fidelity Life Insurance Company (“CFLIC”)
 
Dallas General Life Insurance Company (“DGLIC”),
 
Unless the context otherwise requires, the term “Company,” “we,” “us” or “our” refers to AMERCO and all of its legal subsidiaries.
 

 

 



5




AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
 
 
Description of Operating Segments
 
AMERCO has four reportable segments. They are Moving and Storage Operations, Property and Casualty Insurance, Life Insurance and SAC Holding II.
 
Moving and Storage Operations include AMERCO, U-Haul and Real Estate and the wholly-owned subsidiaries of U-Haul and Real Estate and consist of the rental of trucks and trailers, sales of moving supplies, sales of towing accessories, sales of propane, the rental of self-storage spaces to the “do-it-yourself” mover and management of self-storage properties owned by others. Operations are conducted under the registered trade name U-Haul® throughout the United States and Canada.
 
Property and Casualty Insurance includes RepWest and its wholly-owned subsidiary. RepWest provides loss adjusting and claims handling for U-Haul through regional offices across North America. RepWest also underwrites components of the Safemove, Safetow and Safestor protection packages to U-Haul customers.
 
Life Insurance includes Oxford and its wholly-owned subsidiaries. Oxford originates and reinsures annuities, ordinary life, group life, disability coverage and Medicare supplement insurance. Oxford also administers the self-insured employee health and dental plans for Arizona employees of the Company.
 
SAC Holding Corporation and its subsidiaries, and SAC Holding II Corporation and its subsidiaries, collectively referred to as “SAC Holdings”, own self-storage properties that are managed by U-Haul under property management agreements and act as independent U-Haul rental equipment dealers. AMERCO, through its subsidiaries, has contractual interests in certain SAC Holdings’ properties entitling AMERCO to potential future income based on the financial performance of these properties. With respect to SAC Holding II, AMERCO is considered the primary beneficiary of these contractual interests. Consequently, we include the results of SAC Holding II in the consolidated financial statements of AMERCO, as required by FIN 46(R).
 
2. Earnings per Share
 
Net earnings for the purposes of computing earnings per common share are net earnings less preferred stock dividends. Preferred stock dividends include accrued dividends of AMERCO.
 
The shares used in the computation of the Company’s basic and diluted earnings per common share were as follows:
   
Quarter Ended June 30,
 
   
2006
 
2005
 
   
(Unaudited)
 
Basic and diluted earnings per common share
 
$
2.50
 
$
1.53
 
Weighted average common share outstanding:
             
Basic and diluted
   
20,897,688
   
20,836,458
 
               
 
The weighted average common shares outstanding listed above exclude post-1992 shares of the employee stock ownership plan that have not been committed to be released. The unreleased shares net of shares committed to be released were 380,658 and 444,092 as of June 30, 2006 and June 30, 2005, respectively.
 
6,100,000 shares of preferred stock have been excluded from the weighted average shares outstanding calculation because they are not common stock and they are not convertible into common stock.

6


AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
 
 
3. Borrowings
 
Long-Term Debt
 
Long-term debt was as follows:
           
June 30,
 
March 31,
 
   
2006 Rate (a)
 
Maturities
 
2006
 
2006
 
           
(Unaudited)
     
           
(In thousands)
 
Real estate loan (floating)
   
7.17
%
 
2010
 
$
242,585
 
$
242,585
 
Senior mortgages
   
5.47%-5.75
%
 
2015
   
529,347
   
531,309
 
Mezzanine loan (floating)
   
10.76
%
 
2007
   
18,983
   
19,393
 
Fleet loans (amortizing term)
   
6.92
%
 
2012-2013
   
164,723
   
82,347
 
Fleet loan (revolving credit)
   
6.92
%
 
2010
   
90,000
   
90,000
 
Construction loan (revolving credit)
   
-
   
2009
   
-
   
-
 
Total AMERCO notes and loans payable
             
$
1,045,638
 
$
965,634
 
                           
(a) Interest rate as of June 30, 2006
                         
                           
 

 
Real Estate Backed Loan
 
Amerco Real Estate Company and certain of its subsidiaries and U-Haul Company of Florida are borrowers under a Real Estate Loan. The lender is Merrill Lynch Commercial Finance Corp. The original amount of the Real Estate Loan was $465.0 million and is due June 10, 2010. The borrowers have the right to extend the maturity twice, for up to one year each time. U-Haul International, Inc. is a guarantor of this loan.
 
The Real Estate Loan requires monthly principal and interest payments, with the unpaid loan balance and accrued and unpaid interest due at maturity. The Real Estate Loan is secured by various properties owned by the borrowers. The principal payments of $222.4 million made in the second quarter of fiscal 2006 were sufficient to allow us to make interest only payments in the first quarter of fiscal 2007.
 
The interest rate, per the provisions of the Loan Agreement, is the applicable London Inter-Bank Offer Rate (“LIBOR”) plus the applicable margin. At June 30, 2006 the applicable LIBOR was 5.17% and the applicable margin was 2.00%, the sum of which was 7.17%. The applicable margin ranges from 2.00% to 2.75% and is based on the ratio of the excess of the average daily amount of loans divided by a fixed percentage of the appraised value of the properties collateralizing the loan, compared with the most recently reported twelve months of Combined Net Operating Income (“NOI”), as that term is defined in the Loan Agreement.
 
The default provisions of the Real Estate Loan include non-payment of principal or interest and other standard reporting and change-in-control covenants. There are limited restrictions regarding our use of the funds.
 
Senior Mortgages
 
Various subsidiaries of Amerco Real Estate Company and U-Haul International, Inc. are borrowers under the Senior Mortgages. The lenders for the Senior Mortgages are Merrill Lynch Mortgage Lending, Inc. and Morgan Stanley Mortgage Capital, Inc. The Senior Mortgages are in the aggregate amount of $472.1 million and are due July 2015. The Senior Mortgages require average monthly principal and interest payments of $3.0 million with the unpaid loan balance and accrued and unpaid interest due at maturity. The Senior Mortgages are secured by certain properties owned by the borrowers. The interest rates, per the provisions of the Senior Mortgages, are 5.68% per annum for the Merrill Lynch Mortgage Lending Agreement and 5.52% per annum for the Morgan Stanley Mortgage Capital Agreement. The default provisions of the Senior Mortgages include non-payment of principal or interest and other standard reporting and change-in-control covenants. There are limited restrictions regarding our use of the funds.

7


AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
 
 
U-Haul Company of Canada is the borrower under a mortgage backed loan. The loan was arranged by Merrill Lynch Canada and is in the amount of $10.0 million ($11.2 million Canadian currency). The loan is secured by certain properties owned by the borrower. The loan was entered into on June 29, 2005 at a rate of 5.75%. The loan requires monthly principal and interest payments with the unpaid loan balance and accrued and unpaid interest due at maturity. It has a twenty-five year amortization with a maturity of July 1, 2015. The default provisions of the loan include non-payment of principal or interest and other standard reporting and change-in-control covenants. There are limited restrictions regarding our use of the funds.
 
A subsidiary of Amerco Real Estate Company is a borrower under a mortgage backed loan. The lender is Morgan Stanley Mortgage Capital, Inc. and the loan is in the amount of $23.8 million. The loan was entered into on August 17, 2005 at a rate of 5.47%. The loan is secured by certain properties owned by the borrower. The loan requires monthly principal and interest payments with the unpaid loan balance and accrued and unpaid interest due at maturity. It has a twenty-five year amortization with a maturity of September 17, 2015. The default provisions of the loan include non-payment of principal or interest and other standard reporting and change-in-control covenants. There are limited restrictions regarding our use of the funds.
 
Various subsidiaries of Amerco Real Estate Company and U-Haul International, Inc. are borrowers under a mortgage backed loan. The lender is Lehman Brothers Bank, FSB and the loan is in the amount of $23.4 million. The loan was entered into on October 6, 2005 at a rate of 5.72%. The loan is secured by certain properties owned by the borrower. The loan requires monthly principal and interest payments with the unpaid loan balance and accrued and unpaid interest due at maturity. It has a twenty-five year amortization with a maturity of October 11, 2015. The default provisions of the loan include non-payment of principal or interest and other standard reporting and change-in-control covenants. There are limited restrictions regarding our use of the funds.
 
Mezzanine Loan
 
Various subsidiaries of Amerco Real Estate Company and U-Haul International, Inc. are borrowers under the CMBS Mezzanine Loan. The lender is Morgan Stanley Mortgage Capital, Inc. and is in the amount of $19.0 million. The loan was entered into on August 12, 2005. The interest rate per the provision of the loan agreement is the applicable LIBOR plus a margin of 5.65%. At June 30, 2006 the applicable LIBOR was 5.11%. The loan requires monthly principal and interest payments with the unpaid loan balance and accrued and unpaid interest due at maturity. It has a ten year amortization with a maturity of September 1, 2007. Amerco Real Estate Company and U-Haul International, Inc. are guarantors of the loan. The default provisions of the loan include non-payment of principal or interest and other standard reporting and change-in-control covenants. There are limited restrictions regarding our use of the funds. On June 2, 2006, we notified the lender of our intent to prepay the entire loan in full on August 30, 2006. There are no prepayment fees or penalties associated with the planned prepayment of this loan.
 
Fleet Loans
 
Rental Truck Amortizing Loans
 
U-Haul International, Inc. and several of its subsidiaries are borrowers under an amortizing term loan. The lender is Merrill Lynch Commercial Finance Corp. The maximum amount that can be borrowed is $150.0 million and is due six years following the last draw down. As of June 30, 2006 the Company had drawn the maximum amount of the term loan. The Company’s outstanding balance at June 30, 2006 was $139.7 million.
 
The Merrill Lynch Rental Truck Amortizing Loan requires monthly principal and interest payments, with the unpaid loan balance and accrued unpaid interest due at maturity. The Merrill Lynch Rental Truck Amortizing Loan was used to purchase new trucks between the months of November 2005 through April 2006. The interest rate, per the provision of the Loan Agreement, is the applicable LIBOR plus a margin between 1.50% and 1.75%. At June 30, 2006 the applicable LIBOR was 5.17% and the applicable margin was 1.75%. The default provisions of the loan include non-payment of principal or interest and other standard reporting and change-in-control covenants.

8


AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
 
 
U-Haul International, Inc. and several of its subsidiaries are borrowers under an amortizing term loan. The lender is BTMU Capital Corporation (“BTMU”). The maximum amount that can be borrowed is $150.0 million and is due six years following the last draw down. As of June 30, 2006 the Company had drawn down $25.0 million. The Company’s outstanding balance at June 30, 2006 was $25.0 million.
 
The BTMU Rental Truck Amortizing Loan requires monthly principal and interest payments, with the unpaid loan balance and accrued unpaid interest due at maturity. The BTMU Rental Truck Amortizing Loan can be used to purchase new trucks between the months of June 2006 through November 2006. The interest rate, per the provision of the Loan Agreement, is the applicable LIBOR plus a margin between 1.25% and 1.75%. At June 30, 2006 the applicable LIBOR was 5.17% and the applicable margin was 1.75%. AMERCO and U-Haul International, Inc. are guarantors of the loan. The default provisions of the loan include non-payment of principal or interest and other standard reporting and change-in-control covenants.
 
U-Haul International, Inc. and several of its subsidiaries are borrowers under an amortizing term loan. The lender is Bayerische Hypo-und Vereinsbank AG (“HVB”). The maximum amount that can be borrowed is $50.0 million and is due seven years following the last draw down. As of June 30, 2006 the Company had not made any draw downs.
 
The HVB Rental Truck Amortizing Loan requires monthly principal and interest payments, with the unpaid loan balance and accrued unpaid interest due at maturity. The HVB Rental Truck Amortizing Loan can be used to purchase new trucks between the months of June 2006 through July 2006. The interest rate, per the provision of the Loan Agreement, is the applicable LIBOR plus a margin between 1.25% and 1.75%. U-Haul International, Inc. is a guarantor of this loan. The default provisions of the loan include non-payment of principal or interest and other standard reporting and change-in-control covenants.
 
Revolving Credit Agreement
 
U-Haul International, Inc. and several of its subsidiaries are borrowers under a revolving credit facility. The lender is Merrill Lynch Commercial Finance Corp. The maximum amount that can be drawn is $150.0 million and is due July 2010. As of June 30, 2006 the Company had $60.0 million available under this revolving credit facility.
 
The Revolving Credit Agreement requires monthly interest payments, with the unpaid loan balance and accrued unpaid interest due at maturity. The Revolving Credit Agreement is secured by various older rental trucks. The maximum amount that we can draw down under the Revolving Credit Agreement reduces by $50.0 million after the third year and another $50.0 million after the fourth year. The interest rate, per the provision of the Loan Agreement, is the applicable LIBOR plus a margin of 1.75%. At June 30, 2006 the applicable LIBOR was 5.17%. The default provisions of the loan include non-payment of principal or interest and other standard reporting and change-in-control covenants.
 
Construction Loan
 
Amerco Real Estate Company and a subsidiary of U-Haul International, Inc. entered into a revolving credit facility with MidFirst Bank effective June 29, 2006. The maximum amount that can be drawn at any one time is $40.0 million. The final maturity is June 2009. As of June 30, 2006 the Company had not drawn on this line.
 
The Construction Loan requires monthly interest only payments with the principal and any accrued and unpaid interest due at maturity. The loan can be used to develop new or existing storage properties. The loan will be secured by the properties being constructed. The interest rate, per the provision of the Loan Agreement, is the applicable LIBOR plus a margin of 1.50%. The default provisions of the loan include non-payment of principal or interest and other standard reporting and change-in-control covenants.
 


9


AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
 
 
Annual Maturities of AMERCO Consolidated Notes and Loans Payable
 
The annual maturity of AMERCO consolidated long-term debt as of June 30, 2006 for the next five years and thereafter is as follows:
   
Year Ending June 30,
 
   
2007
 
2008
 
2009
 
2010
 
2011
 
Thereafter
 
   
(Unaudited)
 
   
(In thousands)
 
Notes payable, secured
 
$
43,496
 
$
26,087
 
$
27,762
 
$
69,547
 
$
395,775
 
$
482,971
 
                                       
 
SAC Holding II Notes and Loans Payable to Third Parties
 
SAC Holding II notes and loans payable to third parties were as follows:
   
June 30,
 
March 31,
 
   
2006
 
2006
 
   
(Unaudited)
     
   
(In thousands)
 
Notes payable, secured, 7.87% interest rate, due 2027
 
$
75,918
 
$
76,232
 
               
 
Secured notes payable are secured by deeds of trusts on the collateralized land and buildings. Principal and interest payments on notes payable to third party lenders are due monthly in the amount of $0.6 million. Certain notes payable contain provisions whereby the loans may not be prepaid at any time prior to the maturity date without payment to the lender of a Yield Maintenance Premium, as defined in the loan agreements.
 
On March 15, 2004, the SAC entities issued $200.0 million aggregate principal amount of 8.5% senior notes due 2014 (the “new SAC notes”). SAC Holding Corporation and SAC Holding II Corporation are jointly and severally liable for these obligations. The proceeds from this issuance flowed exclusively to SAC Holding Corporation and as such SAC Holding II has recorded no liability for this. On August 30, 2004, SAC Holdings paid down $43.2 million on this note.
 
Annual Maturities of SAC Holding II Notes and Loans Payable to Third Parties
 
The annual maturity of SAC Holding II long-term debt as of June 30, 2006 for the next five years and thereafter is as follows:
   
Year Ending June 30,
 
   
2007
 
2008
 
2009
 
2010
 
2011
 
Thereafter
 
   
(Unaudited)
 
   
(In thousands)
 
Notes payable, secured
 
$
1,339
 
$
1,467
 
$
1,688
 
$
1,826
 
$
1,975
 
$
67,623
 
                                       
 
W.P. Carey Transactions
 
In 1999, AMERCO, U-Haul and Real Estate entered into financing agreements for the purchase and construction of self-storage facilities with the Bank of Montreal and Citibank (the “leases” or the “synthetic leases”). Title to the real property subject to these leases was held by non-affiliated entities.
 
These leases were amended and restated on March 15, 2004. In connection with such amendment and restatement, we paid down approximately $31.0 million of lease obligations and entered into leases with a three year term, with four one year renewal options. After such pay down, our lease obligation under the amended and restated synthetic leases was approximately $218.5 million.

 

10


AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
 
 
On April 30, 2004, the amended and restated leases were terminated and the properties underlying these leases were sold to UH Storage (DE) Limited Partnership, an affiliate of W. P. Carey. U-Haul entered into a ten year operating lease with W. P. Carey (UH Storage DE) for a portion of each property (the portion of the property that relates to U-Haul’s truck and trailer rental and moving supply sales businesses). The remainder of each property (the portion of the property that relates to self-storage) was leased by W. P. Carey (UH Storage DE) to Mercury Partners, LP (“Mercury”) pursuant to a twenty year lease. These events are referred to as the “W. P. Carey Transactions.” As a result of the W. P. Carey Transactions, we no longer have a capital lease related to these properties.
 
The sales price for these transactions was $298.4 million and cash proceeds were $298.9 million. The Company realized a gain on the transaction of $2.7 million, which is being amortized over the life of the lease term.
 
As part of the W. P. Carey Transactions, U-Haul entered into agreements to manage these properties (including the portion of the properties leased by Mercury). These management agreements allow us to continue to operate the properties as part of the U-Haul moving and self-storage system.
 
U-Haul’s annual lease payments under the new lease are approximately $10.0 million per year, with Consumer Price Index (“CPI”) inflation adjustments beginning in the sixth year of the lease. The lease term is ten years, with a renewal option for an additional ten years. Upon closing of the W. P. Carey Transactions, we made a $22.9 million earn-out deposit, providing us with the opportunity to be reimbursed for certain capital improvements we previously made to the properties, and a $5.0 million security deposit. U-Haul met the requirements under the lease regarding the return of the earn-out deposit which was refunded in fiscal 2006.
 
The property management agreement we entered into with Mercury provides that Mercury will pay U-Haul a management fee based on gross self-storage rental revenues generated by the properties. During the first quarter of fiscal 2007, U-Haul received $0.4 million in management fees from Mercury.
 
4. Interest on Borrowings
 
Interest Expense
 
Expenses associated with loans outstanding were as follows:
   
Quarter Ended June 30,
 
   
2006
 
2005
 
   
(Unaudited)
 
   
(In thousands)
 
Interest expense
 
$
16,557
 
$
18,101
 
Capitalized interest
   
(42
)
 
(44
)
Amortization of transaction costs
   
1,298
   
-
 
Interest expense (income) resulting from derivatives
   
(863
)
 
42
 
Write-off of transaction costs related to early extinguishment of debt
   
-
   
14,384
 
Fees on early extinguishment of debt
   
-
   
21,243
 
Total AMERCO interest expense
   
16,950
   
53,726
 
SAC Holding II interest expense
   
3,394
   
3,130
 
Less: Intercompany transactions
   
1,882
   
1,593
 
Total SAC Holding II interest expense
   
1,512
   
1,537
 
Total
 
$
18,462
 
$
55,263
 
               
 
Interest paid in cash by AMERCO (excluding any fees from the early extinguishment of debt) amounted to $16.1 million and $17.9 million for the first quarters of fiscal 2007 and 2006, respectively. Early extinguishment fees paid in cash by AMERCO were $21.2 million in the first quarter of fiscal 2006.

11


AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
 
 
The exposure to market risk for changes in interest rates relates primarily to our variable rate debt obligations. We have used interest rate swap and interest rate cap agreements to provide for matching the gain or loss recognition on the hedging instrument with the recognition of the changes in the cash flows associated with the hedged asset or liability attributable to the hedged risk or the earnings effect of the hedged forecasted transaction. On June 8, 2005 the Company entered into separate interest rate swap contracts for $100.0 million of our variable rate debt over a three year term and for $100.0 million of our variable rate debt over a five year term, which were designated as cash flow hedges effective July 1, 2005. On May 13, 2004 the Company entered into separate interest rate cap contracts for $200.0 million of our variable rate debt over a two year term and for $50.0 million of our variable rate debt over a three year term, however these contracts were dedesignated as cash flow hedges effective July 11, 2005 when the Real Estate loan was paid down by $222.4 million. On November 15, 2005 the Company entered into a forward starting interest rate swap contract for $142.3 million of a variable rate debt over a six year term that started on May 10, 2006. On June 21, 2006 the Company entered into an interest rate swap contract for $50.0 million of our variable rate debt over a seven year term that started on July 10, 2006. On June 9, 2006 the Company entered into an interest rate swap contract for $144.9 million of a variable rate debt over a six year term that will start on October 10, 2006. These interest rate swap agreements were designated cash flow hedges on their effective dates.
 
Interest Rates
 
Interest rates and Company borrowings were as follows:
   
Revolving Credit Activity
 
   
Quarter Ended June 30,
 
   
2006
 
2005
 
   
(Unaudited)
 
   
(In thousands, except interest rates)
 
Weighted average interest rate during the quarter
   
6.74
%
 
6.64
%
Interest rate at the end of the quarter
   
6.92
%
 
N/A
 
Maximum amount outstanding during the quarter
 
$
90,000
 
$
158,012
 
Average amount outstanding during the quarter (a)
 
$
90,000
 
$
124,186
 
               
(a) Amount for June 30, 2005 is prior to the June 8, 2005 refinancing
             
 

 
5. Comprehensive Income (Loss)
 
A summary of accumulated other comprehensive income (loss) components, net of tax, were as follows:

   
Foreign Currency Translation
 
Unrealized Gain (Loss) on Investments
 
Fair Market Value of Cash Flow Hedge
 
Accumulated Other Comprehensive Income (Loss)
 
   
(Unaudited)
 
   
(In thousands)
 
Balance at March 31, 2006
 
$
(34,247
)
$
717
 
$
4,628
 
$
(28,902
)
Foreign currency translation
   
1,922
   
-
   
-
   
1,922
 
Unrealized loss on investments
   
-
   
(2,586
)
 
-
   
(2,586
)
Change in fair market value of cash flow hedge
   
-
   
-
   
1,215
   
1,215
 
Balance at June 30, 2006
 
$
(32,325
)
$
(1,869
)
$
5,843
 
$
(28,351
)
                           
 

 


12


AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
 
 
6. Contingent Liabilities and Commitments
 
The Company leases a portion of its rental equipment and certain of its facilities under operating leases with terms that expire at various dates substantially through 2010, with the exception of one land lease expiring in 2034. At June 30, 2006, AMERCO has guaranteed $195.7 million of residual values for these rental equipment assets at the end of the respective lease terms. Certain leases contain renewal and fair market value purchase options as well as mileage and other restrictions. At the expiration of the lease, the Company has the option to renew the lease, purchase the asset for fair market value, or sell the asset to a third party on behalf of the lessor. AMERCO has been leasing equipment since 1987 and has experienced no material losses related to these types of residual rate guarantee.
 
Lease commitments for leases having terms of more than one year were as follows:
 

   
Property,
Plant and
Equipment
 
Rental
Equipment
 
Total
 
   
(Unaudited)
 
       
(In thousands)
     
Year-ended June 30:
             
2007
 
$
11,727
 
$
122,646
 
$
134,373
 
2008
   
11,433
   
91,144
   
102,577
 
2009
   
11,188
   
75,847
   
87,035
 
2010
   
10,750
   
61,439
   
72,189
 
2011
   
10,596
   
41,795
   
52,391
 
Thereafter
   
32,726
   
36,723
   
69,449
 
Total
 
$
88,420
 
$
429,594
 
$
518,014
 
                     
 
7. Contingencies
 
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. These lawsuits 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. The court consolidated all five complaints before dismissing them on May 28, 2003. Plaintiffs appealed and, on September 12, 2005 the Nevada Supreme Court heard oral arguments. On July 13, 2006, the Nevada Supreme Court reviewed and remanded the claim to the trial court for proceedings consistent with its ruling.

13


AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
 
 
Securities Litigation
 
AMERCO is a defendant in a consolidated putative class action lawsuit entitled “In Re AMERCO Securities Litigation”, United States District Court, Case No. CV-N-03-0050-ECR (RAM). The action alleges claims for violation of Section 10(b) of the Securities Exchange Act and Rule 10b-5 there under, section 20(a) of the Securities Exchange Act of 1934 and sections 11, 12, and 15 of the Securities Act of 1933. The action alleges, among other things, that AMERCO engaged in transactions with the SAC entities that falsely improved AMERCO’s financial statements and that AMERCO failed to disclose the transactions properly. The action has been transferred to the United States District Court, District of Arizona and assigned to Judge Bryan. Motions to Dismiss are fully briefed and are before the court. Prior to the ruling on the Motions to Dismiss, the parties have agreed to a settlement in principle, subject to final documentation and approval by the Court. The settlement in the amount of $5.0 million will be covered by AMERCO’s D&O insurance carrier.
 
Securities and Exchange Commission
 
In early 2003, the Securities and Exchange Commission (“SEC”) issued a formal order of investigation to determine whether the Company had violated federal securities laws. During the course of the investigation the Company produced and delivered all requested documents and information and provided testimony from all requested witnesses to the SEC. On July 10, 2006, the SEC terminated their investigation, with no action taken against the Company.
 
Environmental
 
In the normal course of business, AMERCO is a defendant in a number of suits and claims. AMERCO is also a party to several administrative proceedings arising from state and local provisions that regulate the removal and/or cleanup of underground fuel storage tanks. It is the opinion of management, that none of these suits, claims or proceedings involving AMERCO, individually or in the aggregate, are expected to result in a material loss.
 
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. Since 1988, Real Estate has managed a testing and removal program for underground storage tanks.
 
Based upon the information currently available to Real Estate, compliance with the environmental laws and its share of the costs of investigation and cleanup of known hazardous waste sites are not expected to have a material adverse effect on AMERCO’s financial position or operating results. Real Estate expects to spend approximately $6.3 million through 2011 to remediate these properties.
 
Other
 
The Company is named as a defendant in various other litigation and claims arising out of the normal course of business. In managements’ opinion none of these other matters will have a material effect on the Company’s financial position and results of operations.

14


AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
 
 
8. Related Party Transactions
 
AMERCO has engaged in related party transactions and has continuing related party interests with certain major stockholders, directors and officers of the consolidated group as disclosed below. Management believes that the transactions described below and in the related notes were consummated on terms equivalent to those that would prevail in arm’s-length transactions.
 
During the first quarter of fiscal 2007 subsidiaries of the Company held various junior unsecured notes of SAC Holdings. Substantially all of the equity interest of SAC Holdings is controlled by Blackwater Investments, Inc. (“Blackwater”), wholly-owned by Mark V. Shoen, a significant shareholder and executive officer of AMERCO. The Company does not have an equity ownership interest in SAC Holdings, except for minority investments made by RepWest and Oxford in a SAC Holdings-controlled limited partnership which holds Canadian self-storage properties. The Company recorded interest income of $5.3 million and $5.4 million, and received cash interest payments of $34.2 million and $4.9 million, from SAC Holdings during the first quarter of fiscal 2007 and 2006, respectively. The $34.2 million payment in the first quarter of fiscal 2007 reduced the outstanding interest receivable from SAC Holdings to $21.5 million. The largest aggregate amount of notes receivable outstanding during the first quarter of fiscal 2007 and the aggregate notes receivable balance at June 30, 2006 was $203.7 million, of which $75.1 million is with SAC Holding II and has been eliminated in the consolidating financial statements.
 
Interest accrues on the outstanding principal balance of junior notes of SAC Holdings that the Company holds at a stated rate of basic interest. A fixed portion of that basic interest is paid on a monthly basis.
 
Additional interest is paid on the same payment date based on the amount of remaining basic interest and of the cash flow generated by the underlying property. This amount is referred to as the “cash flow-based calculation.”
 
To the extent that this cash flow-based calculation exceeds the amount of remaining basic interest, contingent interest is paid on the same monthly date as the fixed portion of basic interest. To the extent that the cash flow-based calculation is less than the amount of remaining basic interest, the additional interest payable on the applicable monthly date is limited to the amount of that cash flow-based calculation. In such a case, the excess of the remaining basic interest over the cash flow-based calculation is deferred. In addition, subject to certain contingencies, the junior notes provide that the holder of the note is entitled to receive 90% of the appreciation realized upon, among other things, the sale of such property by SAC Holdings.
 
The Company currently manages the self-storage properties owned or leased by SAC Holdings, Mercury, 4 SAC, 5 SAC, Galaxy, and Private Mini Storage Realty (“Private Mini”) pursuant to a standard form of management agreement, under which the Company receives a management fee of between 4% and 10% of the gross receipts plus reimbursement for certain expenses. The Company received management fees, exclusive of expenses, of $4.4 million, and $4.0 million from the above mentioned entities during the first quarter of fiscal 2007 and 2006, respectively. This management fee is consistent with the fee received for other properties the Company previously managed for third parties. SAC Holdings, 4 SAC, 5 SAC, Galaxy and Private Mini are substantially controlled by Blackwater. Mercury is substantially controlled by Mark V. Shoen. James P. Shoen, a significant shareholder and director of AMERCO, has an interest in Mercury.
 
RepWest and Oxford currently hold a 46% limited partnership interest in Securespace Limited Partnership (“Securespace”), a Nevada limited partnership. A SAC Holdings subsidiary serves as the general partner of Securespace and owns a 1% interest. Another SAC Holdings subsidiary owns the remaining 53% limited partnership interest in Securespace. Securespace was formed by SAC Holdings to be the owner of various Canadian self-storage properties. RepWest’s and Oxford’s investment in Securespace is included in Related Party Assets and is accounted for using the equity method. We do not believe that the carrying amount of their investments in Securespace is in excess of fair value.
 
The Company leases space for marketing company offices, vehicle repair shops and hitch installation centers from subsidiaries of SAC Holdings, 5 SAC and Galaxy. Total lease payments pursuant to such leases were $0.7 million and $0.7 million in first quarter of fiscal 2007 and 2006, respectively. The terms of the leases are similar to the terms of leases for other properties owned by unrelated parties that are leased to the Company.

15


AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
 
 
At June 30, 2006, subsidiaries of SAC Holdings, 4 SAC, 5 SAC, Galaxy and Private Mini acted as U-Haul independent dealers. The financial and other terms of the dealership contracts with the aforementioned companies and their subsidiaries are substantially identical to the terms of those with the Company’s other independent dealers. During the first quarter of fiscal 2007 and 2006, the Company paid the above mentioned entities $10.1 million and $9.3 million, respectively in commissions pursuant to such dealership contracts.
 
These agreements with subsidiaries of SAC Holdings, 4 SAC, 5 SAC, Galaxy and Private Mini, excluding dealer agreements, provided revenue of $9.3 million, expenses of $0.7 million and cash flows of $37.5 million during the first quarter of fiscal 2007. Revenues and commission expenses related to the Dealer Agreements were $46.5 million and $10.1 million, respectively.
 
SAC Holdings was established in order to acquire self-storage properties. These properties are being managed by the Company pursuant to management agreements. The sale of self-storage properties by the Company to SAC Holdings has in the past provided significant cash flows to the Company and the Company’s outstanding loans to SAC Holdings entitle the Company to participate in SAC Holdings’ excess cash flows (after senior debt service).
 
Management believes that its sales of self-storage properties to SAC Holdings has provided a unique structure for the Company to earn moving equipment rental revenues and property management fee revenue from the SAC Holdings self-storage properties that the Company manages and to participate in SAC Holdings’ excess cash flows as described above.
 
During 1997, Private Mini secured a $225.0 million line of credit with a financing institution, which was subsequently reduced in accordance with its terms to $125.0 million in December 2001. Under the terms of this credit facility, AMERCO entered into a support party agreement with Private Mini whereby upon default or noncompliance with certain debt covenants by Private Mini, AMERCO assumes responsibility in fulfilling all obligations related to this credit facility. In 2003, the support party obligation was bifurcated into two separate support party obligations; one consisting of a $55.0 million support party obligation and one consisting of a $70.0 million support party obligation. At March 31, 2003, $55.0 million of AMERCO’s support party obligation had been triggered. AMERCO satisfied the $55.0 million obligation by issuing notes to the Private Mini creditor, and we correspondingly increased our receivable from Private Mini by $55.0 million. Interest from Private Mini on this receivable is being recorded by AMERCO on a regular basis. The Company expects to fully recover this amount. Under the terms of FIN 45, the remaining $70.0 million support party obligation was recognized by the Company as a liability at March 31, 2004 and March 31, 2003. This resulted in AMERCO increasing Other Liabilities by $70.0 million and increasing our receivable from Private Mini by an additional $70.0 million. At March 31, 2005, the Company revalued the FIN 45 liability to $2.9 million. Effective July 15, 2005 the $70.0 million support party obligation was terminated and AMERCO is no longer obligated on behalf of Private Mini. The $2.9 million liability recorded in the Company’s books was eliminated at the time the support party obligation was terminated. Private Mini is now a wholly-owned subsidiary of 4 SAC and 5 SAC.
 
In prior years, U-Haul sold various properties to SAC Holding Corporation at prices in excess of U-Haul’s carrying values resulting in gains which U-Haul deferred and treated as additional paid-in capital. The transferred properties have historically been stated at the original cost basis as the gains were eliminated in consolidation. In March 2004, these deferred gains were recognized and treated as contributions from a related party in the amount of $111.0 million as a result of the deconsolidation of SAC Holding Corporation.

16


AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
 
 
Independent fleet owners own approximately 2.2% of all U-Haul rental trailers. There are approximately 561 independent fleet owners, including certain officers, directors, employees and stockholders of AMERCO. Such AMERCO officers, directors, employees and stockholders owned less than 1.0% of all U-Haul rental trailers during the first quarter of fiscal 2007 and 2006, respectively. Payments to these individuals under this program are de minimis (less than one thousand dollars per quarter, per person). All rental equipment is operated under contract with U-Haul whereby U-Haul administers the operations and marketing of such equipment and in return receives a percentage of rental fees paid by customers. Based on the terms of various contracts, rental fees are distributed to U-Haul (for services as operators), to the fleet owners (including certain subsidiaries and related parties of U-Haul) and to rental dealers (including Company-operated U-Haul Centers).
 

 
Related Party Assets
   
June 30,
 
March 31,
 
   
2006
 
2006
 
   
(Unaudited)
     
   
(In thousands)
 
Private Mini notes, receivables and interest
 
$
72,696
 
$
74,427
 
Oxford note receivable from SAC Holding Corporation
   
5,040
   
5,040
 
U-Haul notes receivable from SAC Holding Coporation
   
123,578
   
123,578
 
U-Haul interest receivable from SAC Holding Corporation
   
20,944
   
42,189
 
U-Haul receivable from SAC Holding Corporation
   
14,137
   
5,688
 
SAC Holding II receivable from parent
   
-
   
2,900
 
U-Haul receivable from Mercury
   
2,888
   
2,342
 
Oxford and RepWest investment in Securespace
   
11,634
   
11,585
 
Other
   
1,762
   
2,719
 
   
$
252,679
 
$
270,468
 
               
 

 
Related Party Liabilities
   
June 30,
 
March 31,
 
   
2006
 
2006
 
   
(Unaudited)
     
   
(In thousands)
 
SAC Holding II payable to affiliate
 
$
3,400
 
$
7,165
 
               
 


17


AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
 
 
9. Consolidating Financial Information by Industry Segment
 
AMERCO has four reportable segments. They are Moving and Storage Operations, Property and Casualty Insurance, Life Insurance and SAC Holding II. Management tracks revenues separately, but does not report any separate measure of the profitability for rental vehicles, rentals of self-storage spaces and sales of products that are required to be classified as a separate operating segment and accordingly does not present these as separate reportable segments. Deferred income taxes are shown as liabilities on the consolidating statements.
 
This section includes condensed consolidating financial information which presents the condensed consolidating balance sheets as of June 30, 2006 and March 31, 2006 and the related condensed consolidating statements of operations and condensed consolidating cash flow statements for the first quarter of fiscal 2007 and 2006 for:
 
 
(a)
Moving and Storage Operations, comprised of AMERCO, U-Haul, and Real Estate and the subsidiaries of U-Haul and Real Estate
 
 
(b)
RepWest and its wholly-owned subsidiary
 
 
(c)
Oxford and its wholly-owned subsidiaries
 
 
(d)
SAC Holding II and its subsidiaries
 
The information includes elimination entries necessary to consolidate AMERCO, the parent, with its subsidiaries and SAC Holding II and its subsidiaries.
 
Investments in subsidiaries are accounted for by the parent using the equity method of accounting.
 

 




18




AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
 
 
9. Financial Information by Consolidating Industry Segment:
 
Consolidating balance sheets by industry segment as of June 30, 2006 are as follows:
   
Moving & Storage
         
AMERCO Legal Group
     
AMERCO as Consolidated
 
   
AMERCO
 
U-Haul
 
Real Estate
 
Eliminations
     
Moving & Storage
Consolidated
 
Property & Casualty Insurance (a)
 
Life
Insurance (a)
 
Eliminations
     
AMERCO
Consolidated
 
SAC Holding II
 
Eliminations
     
Total Consolidated
 
   
(Unaudited)
 
   
(In thousands)
 
Assets:
     
Cash and cash equivalents
 
$
9
 
$
228,493
 
$
757
 
$
-
       
$
229,259
 
$
4,711
 
$
7,888
 
$
-
       
$
241,858
 
$
-
 
$
-
       
$
241,858
 
Reinsurance recoverables and trade receivables, net
   
-
   
18,440
   
24
   
-
         
18,464
   
181,014
   
16,383
   
-
         
215,861
   
-
   
-
         
215,861
 
Notes and mortgage receivables, net
   
-
   
1,389
   
751
   
-
         
2,140
   
-
   
-
   
-
         
2,140
   
-
   
-
         
2,140
 
Inventories, net
   
-
   
66,933
   
-
   
-
         
66,933
   
-
   
-
   
-
         
66,933
   
1,293
   
-
         
68,226
 
Prepaid expenses
   
1,082
   
57,378
   
-
   
-
         
58,460
   
-
   
-
   
-
         
58,460
   
13
   
-
         
58,473
 
Investments, fixed maturities and marketable equities
   
-
   
-
   
-
   
-
         
-
   
122,239
   
573,684
   
-
         
695,923
   
-
   
-
         
695,923
 
Investments, other
   
-
   
1,314
   
6,976
   
-
         
8,290
   
101,680
   
74,596
   
-
         
184,566
   
-
   
-
         
184,566
 
Deferred policy acquisition costs, net
   
-
   
-
   
-
   
-
         
-
   
1,182
   
51,288
   
-
         
52,470
   
-
   
-
         
52,470
 
Other assets
   
5
   
55,156
   
38,352
   
-
         
93,513
   
1,732
   
480
   
-
         
95,725
   
4,253
   
-
         
99,978
 
Related party assets
   
1,250,081
   
243,066
   
12,611
   
(1,178,220
)
 
(d
)
 
327,538
   
19,924
   
10,916
   
(26,636
)
 
(d
)
 
331,742
   
-
   
(79,063
)
 
(d
)
 
252,679
 
     
1,251,177
   
672,169
   
59,471
   
(1,178,220
)
       
804,597
   
432,482
   
735,235
   
(26,636
)
       
1,945,678
   
5,559
   
(79,063
)
       
1,872,174
 
                                                                                             
Investment in subsidiaries
   
(218,301
)
 
-
   
-
   
482,768
   
(c
)
 
264,467
   
-
   
-
   
(264,467
)
 
(c
)
 
-
   
-
   
-
         
-
 
Investment in SAC Holding II
   
(9,346
)
 
-
   
-
   
-
         
(9,346
)
 
-
   
-
   
-
         
(9,346
)
 
-
   
9,346
   
(c
)
 
-
 
Total investment in subsidiaries and SAC Holding II
   
(227,647
)
 
-
   
-
   
482,768
         
255,121
   
-
   
-
   
(264,467
)
       
(9,346
)
 
-
   
9,346
         
-
 
                                                                                             
Property, plant and equipment, at cost:
                                                                                           
Land
   
-
   
29,655
   
156,597
   
-
         
186,252
   
-
   
-
   
-
         
186,252
   
-
   
-
         
186,252
 
Buildings and improvements
   
-
   
85,262
   
675,397
   
-
         
760,659
   
-
   
-
   
-
         
760,659
   
-
   
-
         
760,659
 
Furniture and equipment
   
2,591
   
264,687
   
17,900
   
-
         
285,178
   
-
   
-
   
-
         
285,178
   
-
   
-
         
285,178
 
Rental trailers and other rental equipment
   
-
   
201,129
   
-
   
-
         
201,129
   
-
   
-
   
-
         
201,129
   
-
   
-
         
201,129
 
Rental trucks
   
-
   
1,401,701
   
-
   
-
         
1,401,701
   
-
   
-
   
-
         
1,401,701
   
-
   
-
         
1,401,701
 
SAC Holding II - property, plant and equipment (b)
   
-
   
-
   
-
   
-
         
-
   
-
   
-
   
-
         
-
   
153,754
   
(74,212
)
 
(e
)
 
79,542
 
     
2,591
   
1,982,434
   
849,894
   
-
         
2,834,919
   
-
   
-
   
-
         
2,834,919
   
153,754
   
(74,212
)
       
2,914,461
 
Less: Accumulated depreciation
   
(395
)
 
(987,953
)
 
(288,324
)
 
-
         
(1,276,672
)
 
-
   
-
   
-
         
(1,276,672
)
 
(10,654
)
 
9,805
   
(e
)
 
(1,277,521
)
Total property, plant and equipment
   
2,196
   
994,481
   
561,570
   
-
         
1,558,247
   
-
   
-
   
-
         
1,558,247
   
143,100
   
(64,407
)
       
1,636,940
 
Total assets
 
$
1,025,726
 
$
1,666,650
 
$
621,041
 
$
(695,452
)
     
$
2,617,965
 
$
432,482
 
$
735,235
 
$
(291,103
)
     
$
3,494,579
 
$
148,659
 
$
(134,124
)
     
$
3,509,114
 
                                                                                             
(a) Balances as of March 31, 2006
                                                                                           
(b) Included in this caption is land of $57,169, buildings and improvements of $96,173, and furniture and equipment of $412
                                               
(c) Eliminate investment in subsidiaries and SAC Holding II
                                                                                   
(d) Eliminate intercompany receivables and payables
                                                                                   
(e) Eliminate gain on sale of property from U-Haul to SAC Holding II
                                                                             

19


AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
 
 
Consolidating balance sheets by industry segment as of June 30, 2006 are as follows:
   
Moving & Storage
         
AMERCO Legal Group
     
AMERCO as Consolidated
 
   
AMERCO
 
U-Haul
 
Real Estate
 
Eliminations
     
Moving & Storage
Consolidated
 
Property & Casualty Insurance (a)
 
Life
Insurance (a)
 
Eliminations
     
AMERCO
Consolidated
 
SAC Holding II
 
Eliminations
     
Total Consolidated
 
   
(Unaudited)
 
   
(In thousands)
 
Liabilities:
                                                                                           
Accounts payable and accrued expenses
 
$
30,010
 
$
214,630
 
$
3,889
 
$
-
       
$
248,529
 
$
-
 
$
4,601
 
$
-
       
$
253,130
 
$
1,474
 
$
-
       
$
254,604
 
AMERCO's notes and loans payable
   
-
   
294,826
   
750,812
   
-
         
1,045,638
   
-
   
-
   
-
         
1,045,638
   
-
   
-
         
1,045,638
 
SAC Holding II notes and loans
payable, non-recourse to AMERCO
   
-
   
-
   
-
   
-
         
-
   
-
   
-
   
-
         
-
   
75,918
   
-
         
75,918
 
Policy benefits and losses,
claims and loss expenses payable
   
-
   
308,264
   
-
   
-
         
308,264
   
328,955
   
157,353
   
-
         
794,572
   
-
   
-
         
794,572
 
Liabilities from investment contracts
   
-
   
-
   
-
   
-
         
-
   
-
   
432,557
   
-
         
432,557
   
-
   
-
         
432,557
 
Other policyholders' funds and liabilities
   
-
   
-
   
-
   
-
         
-
   
4,165
   
2,415
   
-
         
6,580
   
-
   
-
         
6,580
 
Deferred income
   
-
   
16,661
   
-
   
-
         
16,661
   
6,136
   
-
   
-
         
22,797
   
835
   
-
         
23,632
 
Deferred income taxes
   
194,893
   
-
   
-
   
-
         
194,893
   
(46,364
)
 
(817
)
 
-
         
147,712
   
(2,685
)
 
(26,930
)
 
(d
)
 
118,097
 
Related party liabilities
   
177
   
1,142,755
   
47,675
   
(1,178,220
)
 
(c
)
 
12,387
   
2,003
   
12,246
   
(26,636
)
 
(c
)
 
-
   
82,463
   
(79,063
)
 
(c
)
 
3,400
 
Total liabilities
   
225,080
   
1,977,136
   
802,376
   
(1,178,220
)
       
1,826,372
   
294,895
   
608,355
   
(26,636
)
       
2,702,986
   
158,005
   
(105,993
)
       
2,754,998
 
                                                                                             
Stockholders' equity:
                                                                                           
Series preferred stock:
                                                                                           
Series A preferred stock
   
-
   
-
   
-
   
-
         
-
   
-
   
-
   
-
         
-
   
-
   
-
         
-
 
Series B preferred stock
   
-
   
-
   
-
   
-
         
-
   
-
   
-
   
-
         
-
   
-
   
-
         
-
 
Series A common stock
   
929
   
-
   
-
   
-
         
929
   
-
   
-
   
-
         
929
   
-
   
-
         
929
 
Common stock
   
9,568
   
540
   
1
   
(541
)
 
(b
)
 
9,568
   
3,300
   
2,500
   
(5,800
)
 
(b
)
 
9,568
   
-
   
-
         
9,568
 
Additional paid-in capital
   
419,222
   
121,230
   
147,481
   
(268,711
)
 
(b
)
 
419,222
   
80,369
   
26,271
   
(106,640
)
 
(b
)
 
419,222
   
-
   
(46,071
)
 
(d
)
 
373,151
 
Additional paid-in capital - SAC Holding II
   
-
   
-
   
-
   
-
         
-
   
-
   
-
   
-
         
-
   
4,492
   
(4,492
)
 
(b
)
 
-
 
Accumulated other comprehensive loss
   
(28,351
)
 
(26,482
)
 
-
   
26,482
   
(b
)
 
(28,351
)
 
(505
)
 
(1,364
)
 
1,869
   
(b
)
 
(28,351
)
 
-
   
-
         
(28,351
)
Retained earnings (deficit)
   
817,370
   
(396,721
)
 
(328,817
)
 
725,538
   
b
)
 
817,370
   
54,423
   
99,473
   
(153,896
)
 
(b
)
 
817,370
   
(13,838
)
 
22,432
   
(b,d
)
 
825,964
 
Cost of common shares in treasury, net
   
(418,092
)
 
-
   
-
   
-
         
(418,092
)
 
-
   
-
   
-
         
(418,092
)
 
-
   
-
         
(418,092
)
Unearned employee stock ownership plan shares
   
-
   
(9,053
)
 
-
   
-
         
(9,053
)
 
-
   
-
   
-
         
(9,053
)
 
-
   
-
         
(9,053
)
Total stockholders' equity (deficit)
   
800,646
   
(310,486
)
 
(181,335
)
 
482,768
         
791,593
   
137,587
   
126,880
   
(264,467
)
       
791,593
   
(9,346
)
 
(28,131
)
       
754,116
 
Total liabilities and stockholders' equity
 
$
1,025,726
 
$
1,666,650
 
$
621,041
 
$
(695,452
)
     
$
2,617,965
 
$
432,482
 
$
735,235
 
$
(291,103
)
     
$
3,494,579
 
$
148,659
 
$
(134,124
)
     
$
3,509,114
 
                                                                                             
(a) Balances as of March 31, 2006
                                                                                           
(b) Eliminate investment in subsidiaries and SAC Holding II
                                                                                   
(c) Eliminate intercompany receivables and payables
                                                                                   
(d) Eliminate gain on sale of property from U-Haul to SAC Holding II
                                                                             
 


20


AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
 
 
Consolidating balance sheets by industry segment as of March 31, 2006 are as follows:
 

   
Moving & Storage
         
AMERCO Legal Group
     
AMERCO as Consolidated
 
   
AMERCO
 
U-Haul
 
Real Estate
 
Eliminations
     
Moving & Storage
Consolidated
 
Property & Casualty Insurance (a)
 
Life
Insurance (a)
 
Eliminations
     
AMERCO
Consolidated
 
SAC Holding II
 
Eliminations
     
Total Consolidated
 
   
 
 
   
(In thousands)
 
Assets:
     
Cash and cash equivalents
 
$
7
 
$
140,499
 
$
856
 
$
-
       
$
141,362
 
$
9,815
 
$
4,027
 
$
-
       
$
155,204
 
$
255
 
$
-
       
$
155,459
 
Reinsurance recoverables and trade receivables, net
   
-
   
17,325
   
25
   
-
         
17,350
   
199,908
   
12,921
   
-
         
230,179
   
-
   
-
         
230,179
 
Notes and mortgage receivables, net
   
-
   
1,333
   
1,199
   
-
         
2,532
   
-
   
-
   
-
         
2,532
   
-
   
-
         
2,532
 
Inventories, net
   
-
   
63,585
   
-
   
-
         
63,585
   
-
   
-
   
-
         
63,585
   
1,334
   
-
         
64,919
 
Prepaid expenses
   
2,051
   
51,166
   
-
   
-
         
53,217
   
-
   
-
   
-
         
53,217
   
45
   
-
         
53,262
 
Investments, fixed maturities and marketable equities
   
-
   
-
   
-
   
-
         
-
   
108,563
   
587,395
   
-
         
695,958
   
-
   
-
         
695,958
 
Investments, other
   
-
   
1,314
   
7,853
   
-
         
9,167
   
113,456
   
86,738
   
-
         
209,361
   
-
   
-
         
209,361
 
Deferred policy acquisition costs, net
   
-
   
-
   
-
   
-
         
-
   
1,160
   
46,661
   
-
         
47,821
   
-
   
-
         
47,821
 
Other assets
   
2
   
54,390
   
40,866
   
-
         
95,258
   
2,027
   
438
   
-
         
97,723
   
4,371
   
-
         
102,094
 
Related party assets
   
1,219,703
   
262,330
   
12,671
   
(1,147,881
)
 
(d
)
 
346,823
   
24,293
   
10,915
   
(30,156
)
 
(d
)
 
351,875
   
2,900
   
(84,307
)
 
(d
)
 
270,468
 
     
1,221,763
   
591,942
   
63,470
   
(1,147,881
)
       
729,294
   
459,222
   
749,095
   
(30,156
)
       
1,907,455
   
8,905
   
(84,307
)
       
1,832,053
 
Investment in subsidiaries
   
(262,277
)
 
-
   
-
   
526,979
   
(c
)
 
264,702
   
-
   
-
   
(264,702
)
 
(c
)
 
-
   
-
   
-
         
-
 
Investment in SAC Holding II
   
(14,275
)
 
-
   
-
   
-
         
(14,275
)
 
-
   
-
   
-
         
(14,275
)
 
-
   
14,275
   
(c
)
 
-
 
Total investment in subsidiaries and SAC Holding II
   
(276,552
)
 
-
   
-
   
526,979
         
250,427
   
-
   
-
   
(264,702
)
       
(14,275
)
 
-
   
14,275
         
-
 
                                                                                             
Property, plant and equipment, at cost:
                                                                                           
Land
   
-
   
29,159
   
146,626
   
-
         
175,785
   
-
   
-
   
-
         
175,785
   
-
   
-
         
175,785
 
Buildings and improvements
   
-
   
78,244
   
661,359
   
-
         
739,603
   
-
   
-
   
-
         
739,603
   
-
   
-
         
739,603
 
Furniture and equipment
   
2,590
   
260,902
   
17,879
   
-
         
281,371
   
-
   
-
   
-
         
281,371
   
-
   
-
         
281,371
 
Rental trailers and other rental equipment
   
-
   
201,273
   
-
   
-
         
201,273
   
-
   
-
   
-
         
201,273
   
-
   
-
         
201,273
 
Rental trucks
   
-
   
1,331,891
   
-
   
-
         
1,331,891
   
-
   
-
   
-
         
1,331,891
   
-
   
-
         
1,331,891
 
SAC Holding II - property, plant and equipment (b)
   
-
   
-
   
-
   
-
         
-
   
-
   
-
   
-
         
-
   
153,429
   
(74,212
)
 
(e
)
 
79,217
 
     
2,590
   
1,901,469
   
825,864
   
-
         
2,729,923
   
-
   
-
   
-
         
2,729,923
   
153,429
   
(74,212
)
       
2,809,140
 
Less: Accumulated depreciation
   
(334
)
 
(987,598
)
 
(285,687
)
 
-
         
(1,273,619
)
 
-
   
-
   
-
         
(1,273,619
)
 
(10,020
)
 
9,664
   
(e
)
 
(1,273,975
)
Total property, plant and equipment
   
2,256
   
913,871
   
540,177
   
-
         
1,456,304
   
-
   
-
   
-
         
1,456,304
   
143,409
   
(64,548
)
       
1,535,165
 
Total assets
 
$
947,467
 
$
1,505,813
 
$
603,647
 
$
(620,902
)
     
$
2,436,025
 
$
459,222
 
$
749,095
 
$
(294,858
)
     
$
3,349,484
 
$
152,314
 
$
(134,580
)
     
$
3,367,218
 
                                                                                             
(a) Balances as of December 31, 2005
                                                                                           
(b) Included in this caption is land of $57,169, buildings and improvements of $95,876, and furniture and equipment of $384
                                                     
(c) Eliminate investment in subsidiaries and SAC Holding II
                                                                                   
(d) Eliminate intercompany receivables and payables
                                                                                   
(e) Eliminate gain on sale of property from U-Haul to SAC Holding II
                                                                             


21


AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
 
 
Consolidating balance sheets by industry segment as of March 31, 2006 are as follows:

   
Moving & Storage
         
AMERCO Legal Group
     
AMERCO as Consolidated
 
   
AMERCO
 
U-Haul
 
Real Estate
 
Eliminations
     
Moving & Storage
Consolidated
 
Property & Casualty Insurance (a)
 
Life
Insurance (a)
 
Eliminations
     
AMERCO
Consolidated
 
SAC Holding II
 
Eliminations
     
Total Consolidated
 
   
 
 
   
(In thousands)
 
Liabilities:
                                                             
Accounts payable and accrued expenses
 
$
23,405
 
$
203,243
 
$
4,988
 
$
-
       
$
231,636
 
$
-
 
$
3,188
 
$
-
       
$
234,824
 
$
1,054
 
$
-
       
$
235,878
 
AMERCO's notes and loans payable
   
-
   
212,133
   
753,501
   
-
         
965,634
   
-
   
-
   
-
         
965,634
   
-
   
-
         
965,634
 
SAC Holding II notes and loans
payable, non-recourse to AMERCO
   
-
   
-
   
-
   
-
         
-
   
-
   
-
   
-
         
-
   
76,232
   
-
         
76,232
 
Policy benefits and losses,
claims and loss expenses payable
   
-
   
295,567
   
-
   
-
         
295,567
   
352,960
   
151,886
   
-
         
800,413
   
-
   
-
         
800,413
 
Liabilities from investment contracts
   
-
   
-
   
-
   
-
         
-
   
-
   
449,149
   
-
         
449,149
   
-
   
-
         
449,149
 
Other policyholders' funds and liabilities
   
-
   
-
   
-
   
-
         
-
   
5,222
   
2,483
   
-
         
7,705
   
-
   
-
         
7,705
 
Deferred income
   
-
   
14,412
   
-
   
-
         
14,412
   
6,136
   
-
   
-
         
20,548
   
798
   
-
         
21,346
 
Deferred income taxes
   
181,355
   
-
   
-
   
-
         
181,355
   
(46,219
)
 
2,907
   
-
         
138,043
   
(2,967
)
 
(26,984
)
 
(d
)
 
108,092
 
Related party liabilities
   
201
   
1,134,939
   
26,994
   
(1,147,881
)
 
(c
)
 
14,253
   
3,728
   
12,175
   
(30,156
)
 
(c
)
 
-
   
91,472
   
(84,307
)
 
(c
)
 
7,165
 
Total liabilities
   
204,961
   
1,860,294
   
785,483
   
(1,147,881
)
       
1,702,857
   
321,827
   
621,788
   
(30,156
)
       
2,616,316
   
166,589
   
(111,291
)
       
2,671,614
 
Stockholders' equity:
                                                                                           
Series preferred stock:
                                                                                           
Series A preferred stock
   
-
   
-
   
-
   
-
         
-
   
-
   
-
   
-
         
-
   
-
   
-
         
-
 
Series B preferred stock
   
-
   
-
   
-
   
-
         
-
   
-
   
-
   
-
         
-
   
-
   
-
         
-
 
Series A common stock
   
929
   
-
   
-
   
-
         
929
   
-
   
-
   
-
         
929
   
-
   
-
         
929
 
Common stock
   
9,568
   
540
   
1
   
(541
)
 
(b
)
 
9,568
   
3,300
   
2,500
   
(5,800
)
 
(b
)
 
9,568
   
-
   
-
         
9,568
 
Additional paid-in capital
   
413,726
   
121,230
   
147,481
   
(268,711
)
 
(b
)
 
413,726
   
80,369
   
26,271
   
(106,640
)
 
(b
)
 
413,726
   
-
   
(46,071
)
 
(d
)
 
367,655
 
Accumulated other comprehensive income (loss)
   
(28,902
)
 
(29,996
)
 
-
   
29,996
   
(b
)
 
(28,902
)
 
386
   
331
   
(717
)
 
(b
)
 
(28,902
)
 
-
   
-
         
(28,902
)
Retained earnings (deficit)
   
765,277
   
(436,917
)
 
(329,318
)
 
766,235
   
(b
)
 
765,277
   
53,340
   
98,205
   
(151,545
)
 
(b
)
 
765,277
   
(14,275
)
 
22,782
   
(b,d
)
 
773,784
 
Cost of common shares in treasury, net
   
(418,092
)
 
-
   
-
   
-
         
(418,092
)
 
-
   
-
   
-
         
(418,092
)
 
-
   
-
         
(418,092
)
Unearned employee stock ownership plan shares
   
-
   
(9,338
)
 
-
   
-
         
(9,338
)
 
-
   
-
   
-
         
(9,338
)
 
-
   
-
   
-
   
(9,338
)
Total stockholders' equity (deficit)
   
742,506
   
(354,481
)
 
(181,836
)
 
526,979
         
733,168
   
137,395
   
127,307
   
(264,702
)
       
733,168
   
(14,275
)
 
(23,289
)
       
695,604
 
Total liabilities and stockholders' equity
 
$
947,467
 
$
1,505,813
 
$
603,647
 
$
(620,902
)
     
$
2,436,025
 
$
459,222
 
$
749,095
 
$
(294,858
)
     
$
3,349,484
 
$
152,314
 
$
(134,580
)
     
$
3,367,218
 
                                                                                             
(a) Balances as of December 31, 2005
                                                                                           
(b) Eliminate investment in subsidiaries and SAC Holding II
                                                                                   
(c) Eliminate intercompany receivables and payables
                                                                                   
(d) Eliminate gain on sale of property from U-Haul to SAC Holding II
                                                                             


22


AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
 
 
Consolidating statement of operations by industry segment for the quarter ending June 30, 2006 are as follows:

   
Moving & Storage
         
AMERCO Legal Group
     
AMERCO as Consolidated
 
   
AMERCO
 
U-Haul
 
Real Estate
 
Eliminations
     
Moving & Storage
Consolidated
 
Property & Casualty Insurance (a)
 
Life
Insurance (a)
 
Eliminations
     
AMERCO
Consolidated
 
SAC Holding II
 
Eliminations
     
Total Consolidated
 
   
(Unaudited)
 
   
(In thousands)
 
Revenues:
                                                             
Self-moving equipment rentals
 
$
-
 
$
407,234
 
$
-
 
$
-
       
$
407,234
 
$
-
 
$
-
 
$
-
       
$
407,234
 
$
2,556
 
$
(2,556
)
 
(b
)
$
407,234
 
Self-storage revenues
   
-
   
25,179
   
410
   
-
         
25,589
   
-
   
-
   
-
         
25,589
   
4,842
   
-
         
30,431
 
Self-moving & self-storage products & service sales
   
-
   
62,699
   
-
   
-
         
62,699
   
-
   
-
   
-
         
62,699
   
4,752
   
-
         
67,451
 
Property management fees
   
-
   
4,596
   
-
   
-
         
4,596
   
-
   
-
   
-
         
4,596
   
-
   
(749
)
 
(g
)
 
3,847
 
Life insurance premiums
   
-
   
-
   
-
   
-
         
-
   
-
   
31,317
   
(398
)
 
(c
)
 
30,919
   
-
   
-
         
30,919
 
Property and casualty insurance premiums
   
-
   
-
   
-
   
-
         
-
   
5,382
   
-
   
-
         
5,382
   
-
   
-
         
5,382
 
Net investment and interest income
   
1,220
   
6,568
   
-
   
-
         
7,788
   
2,686
   
5,506
   
(268
)
 
(d
)
 
15,712
   
-
   
(1,882
)
 
(d
)
 
13,830
 
Other revenue
   
30
   
8,127
   
16,823
   
(18,248
)
 
(b
)
 
6,732
   
-
   
1,314
   
(265
)
 
(b
)
 
7,781
   
329
   
(177
)
 
(b
)
 
7,933
 
Total revenues
   
1,250
   
514,403
   
17,233
   
(18,248
)
       
514,638
   
8,068
   
38,137
   
(931
)
       
559,912
   
12,479
   
(5,364
)
       
567,027
 
                                                                                             
Costs and expenses:
                                                                                           
Operating expenses
   
4,565
   
262,807
   
2,013
   
(18,248
)
 
(b
)
 
251,137
   
1,563
   
6,749
   
(2,922
)
 
(b,c
)
 
256,527
   
5,601
   
(749
)
 
(g
)
 
261,379
 
Commission expenses
   
-
   
52,092
   
-
   
-
         
52,092
   
-
   
-
   
-
         
52,092
   
-
   
(2,556
)
 
(b
)
 
49,536
 
Cost of sales
   
-
   
30,229
   
-
   
-
         
30,229
   
-
   
-
   
-
         
30,229
   
2,087
   
-
         
32,316
 
Benefits and losses
   
-
   
-
   
-
   
-
         
-
   
4,182
   
24,433
   
1,991
   
(c
)
 
30,606
   
-
   
-
         
30,606
 
Amortization of deferred policy acquisition costs
   
-
   
-
   
-
   
-
         
-
   
622
   
5,004
   
-
         
5,626
   
-
   
-
         
5,626
 
Lease expense
   
19
   
37,868
   
17
   
-
         
37,904
   
-
   
-
   
-
         
37,904
   
-
   
(177
)
 
(b
)
 
37,727
 
Depreciation, net of (gains) losses on disposals
   
62
   
37,273
   
1,808
   
-
         
39,143
   
-
   
-
   
-
         
39,143
   
668
   
(140
)
 
(e
)
 
39,671
 
Total costs and expenses
   
4,646
   
420,269
   
3,838
   
(18,248
)
       
410,505
   
6,367
   
36,186
   
(931
)
       
452,127
   
8,356
   
(3,622
)
       
456,861
 
Equity in earnings of subsidiaries
   
43,048
   
-
   
-
   
(40,697
)
 
(f
)
 
2,351
   
-
   
-
   
(2,351
)
 
(f
)
 
-
   
-
   
-
         
-
 
Equity in earnings of SAC Holding II
   
437
   
-
   
-
   
-
         
437
   
-
   
-
   
-
         
437
   
-
   
(437
)
 
(f
)
 
-
 
Total - equity in earnings of subsidiaries and SAC Holding II
   
43,485
   
-
   
-
   
(40,697
)
       
2,788
   
-
   
-
   
(2,351
)
       
437
   
-
   
(437
)
       
-
 
Earnings from operations
   
40,089
   
94,134
   
13,395
   
(40,697
)
       
106,921
   
1,701
   
1,951
   
(2,351
)
       
108,222
   
4,123
   
(2,179
)
       
110,166
 
Interest income (expense)
   
22,121
   
(26,841
)
 
(12,230
)
 
-
         
(16,950
)
 
-
   
-
   
-
         
(16,950
)
 
(3,394
)
 
1,882
   
(d
)
 
(18,462
)
Pretax earnings
   
62,210
   
67,293
   
1,165
   
(40,697
)
       
89,971
   
1,701
   
1,951
   
(2,351
)
       
91,272
   
729
   
(297
)
       
91,704
 
Income tax expense
   
(6,876
)
 
(27,097
)
 
(664
)
 
-
         
(34,637
)
 
(618
)
 
(683
)
 
-
         
(35,938
)
 
(292
)
 
(53
)
 
(e
)
 
(36,283
)
Net earnings
   
55,334
   
40,196
   
501
   
(40,697
)
       
55,334
   
1,083
   
1,268
   
(2,351
)
       
55,334
   
437
   
(350
)
       
55,421
 
Less: Preferred stock dividends
   
(3,241
)
 
-
   
-
   
-
         
(3,241
)
 
-
   
-
   
-
         
(3,241
)
 
-
   
-
         
(3,241
)
Earnings available to common shareholders
 
$
52,093
 
$
40,196
 
$
501
 
$
(40,697
)
     
$
52,093
 
$
1,083
 
$
1,268
 
$
(2,351
)
     
$
52,093
 
$
437
 
$
(350
)
     
$
52,180
 
(a) Balances for the quarter ended March 31, 2006
                                                                                   
(b) Eliminate intercompany lease income and commission income
                                                                             
(c ) Eliminate intercompany premiums
                                                                                           
(d) Eliminate intercompany interest on debt
                                                                                           
(e) Eliminate gain on sale of surplus property from U-Haul to SAC Holding II
                                                                       
(f) Eliminate equity in earnings of subsidiaries and equity in earnings of SAC Holding II
                                                                       
(g) Eliminate management fees charged to SAC Holding II and other intercompany operating expenses
                                                                 
                                                                                             


23


AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
 
 
Consolidating statements of operations by industry for the quarter ended June 30, 2005 are as follows:
   
Moving & Storage
         
AMERCO Legal Group
     
AMERCO as Consolidated
 
   
AMERCO
 
U-Haul
 
Real Estate
 
Eliminations
     
Moving & Storage
Consolidated
 
Property & Casualty Insurance (a)
 
Life
Insurance (a)
 
Eliminations
     
AMERCO
Consolidated
 
SAC Holding II
 
Eliminations
     
Total Consolidated
 
   
(Unaudited)
 
   
(In thousands)
 
Revenues:
                                                             
Self-moving equipment rentals
 
$
-
 
$
401,260
 
$
-
 
$
-
       
$
401,260
 
$
-
 
$
-
 
$
-
       
$
401,260
 
$
2,488
 
$
(2,488
)
 
(b
)
$
401,260
 
Self-storage revenues
   
-
   
23,793
   
455
   
-
         
24,248
   
-
   
-
   
-
         
24,248
   
4,520
   
-
         
28,768
 
Self-moving & self-storage products & service sales
   
-
   
61,798
   
-
   
-
         
61,798
   
-
   
-
   
-
         
61,798
   
4,765
   
-
         
66,563
 
Property management fees
   
-
   
5,168
   
-
   
-
         
5,168
   
-
   
-
   
-
         
5,168
   
-
   
(728
)
 
(g
)
 
4,440
 
Life insurance premiums
   
-
   
-
   
-
   
-
         
-
   
-
   
29,966
   
(377
)
 
(c
)
 
29,589
   
-
   
-
         
29,589
 
Property and casualty insurance premiums
   
-
   
-
   
-
   
-
         
-
   
4,824
   
-
   
-
         
4,824
   
-
   
-
         
4,824
 
Net investment and interest income
   
1,412
   
4,738
   
4
   
-
         
6,154
   
3,485
   
6,666
   
(998
)
 
(d
)
 
15,307
   
-
   
(1,593
)
 
(d
)
 
13,714
 
Other revenue
   
9
   
10,016
   
14,463
   
(15,553
)
 
(b
)
 
8,935
   
-
   
1,441
   
(185
)
 
(b
)
 
10,191
   
286
   
(177
)
 
(b
)
 
10,300
 
Total revenues
   
1,421
   
506,773
   
14,922
   
(15,553
)
       
507,563
   
8,309
   
38,073
   
(1,560
)
       
552,385
   
12,059
   
(4,986
)
       
559,458
 
                                                                                             
Costs and expenses:
                                                                                           
Operating expenses
   
3,397
   
266,275
   
1,591
   
(15,553
)
 
(b
)
 
255,710
   
2,400
   
7,388
   
(3,500
)
 
(b,c
)
 
261,998
   
5,522
   
(728
)
 
(g
)
 
266,792
 
Commission expenses
   
-
   
50,506
   
-
   
-
         
50,506
   
-
   
-
   
-
         
50,506
   
-
   
(2,488
)
 
(b
)
 
48,018
 
Cost of sales
   
-
   
29,287
   
-
   
-
         
29,287
   
-
   
-
   
-
         
29,287
   
1,757
   
-
         
31,044
 
Benefits and losses
   
-
   
-
   
-
   
-
         
-
   
3,473
   
21,901
   
1,940
   
(c
)
 
27,314
   
-
   
-
         
27,314
 
Amortization of deferred policy acquisition costs
   
-
   
-
   
-
   
-
         
-
   
854
   
5,344
   
-
         
6,198
   
-
   
-
         
6,198
 
Lease expense
   
19
   
33,436
   
17
   
-
         
33,472
   
-
   
-
   
-
         
33,472
   
-
   
(177
)
 
(b
)
 
33,295
 
Depreciation, net of (gains) losses on disposals
   
7
   
31,517
   
2,124
   
-
         
33,648
   
-
   
-
   
-
         
33,648
   
729
   
(140
)
 
(e
)
 
34,237
 
Total costs and expenses
   
3,423
   
411,021
   
3,732
   
(15,553
)
       
402,623
   
6,727
   
34,633
   
(1,560
)
       
442,423
   
8,008
   
(3,533
)
       
446,898
 
                                                                                             
Equity in earnings of subsidiaries
   
65,282
   
-
   
-
   
(61,817
)
 
(f
)
 
3,465
   
-
   
-
   
(3,465
)
 
(f
)
 
-
   
-
   
-
         
-
 
Equity in earnings of SAC Holding II
   
560
   
-
   
-
   
-
         
560
   
-
   
-
   
-
         
560
   
-
   
(560
)
 
(f
)
 
-
 
Total - equity in earnings of subsidiaries and SAC Holding II
   
65,842
   
-
   
-
   
(61,817
)
       
4,025
   
-
   
-
   
(3,465
)
       
560
   
-
   
(560
)
       
-
 
Earnings from operations
   
63,840
   
95,752
   
11,190
   
(61,817
)
       
108,965
   
1,582
   
3,440
   
(3,465
)
       
110,522
   
4,051
   
(2,013
)
       
112,560
 
Interest expense
   
(11,148
)
 
(678
)
 
(6,273
)
 
-
         
(18,099
)
 
-
   
-
   
-
         
(18,099
)
 
(3,130
)
 
1,593
   
(d
)
 
(19,636
)
Fees on early extinguishment of debt
   
(35,627
)
 
-
   
-
   
-
         
(35,627
)
 
-
   
-
   
-
         
(35,627
)
 
-
   
-
         
(35,627
)
Pretax earnings
   
17,065
   
95,074
   
4,917
   
(61,817
)
       
55,239
   
1,582
   
3,440
   
(3,465
)
       
56,796
   
921
   
(420
)
       
57,297
 
Income tax expense
   
17,910
   
(36,073
)
 
(2,101
)
 
-
         
(20,264
)
 
(554
)
 
(1,003
)
 
-
         
(21,821
)
 
(361
)
 
(53
)
 
(e
)
 
(22,235
)
Net earnings
   
34,975
   
59,001
   
2,816
   
(61,817
)
       
34,975
   
1,028
   
2,437
   
(3,465
)
       
34,975
   
560
   
(473
)
       
35,062
 
Less: Preferred stock dividends
   
(3,241
)
 
-
   
-
   
-
         
(3,241
)
 
-
   
-
   
-
         
(3,241
)
 
-
   
-
         
(3,241
)
Earnings available to common shareholders
 
$
31,734
 
$
59,001
 
$
2,816
 
$
(61,817
)
     
$
31,734
 
$
1,028
 
$
2,437
 
$
(3,465
)
     
$
31,734
 
$
560
 
$
(473
)
     
$
31,821
 
(a) Balances for the quarter ended March 31, 2005
                                                                                           
(b) Eliminate intercompany lease income and commission income
                                                                                   
(c ) Eliminate intercompany premiums
                                                                                           
(d) Eliminate intercompany interest on debt
                                                                                           
(e) Eliminate gain on sale of surplus property from U-Haul to SAC Holding II
                                                                             
(f) Eliminate equity in earnings of subsidiaries and equity in earnings of SAC Holding II
                                                                       
(g) Eliminate management fees charged to SAC Holding II and other intercompany operating expenses
                                                                 
                                                                                             

24


AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
 
 
Consolidating cash flow statements by industry segment for the quarter ended June 30, 2006 are as follows:

   
Moving & Storage
     
AMERCO Legal Group
         
AMERCO as Consolidated
     
   
AMERCO
 
U-Haul
 
Real
Estate
 
Elimination
 
Moving & Storage
Consolidated
 
Property &
Casualty
Insurance (a)
 
Life
Insurance (a)
 
Elimination
 
AMERCO
Consolidated
 
SAC Holding II
 
Elimination
 
Total
Consolidated
 
   
(Unaudited)
 
Cash flows from operating activities:
 
(In thousands)
 
Net earnings (loss)
 
$
55,334
 
$
40,196
 
$
501
 
$
(40,697
)
$
55,334
 
$
1,083
 
$
1,268
 
$
(2,351
)
$
55,334
 
$
437
 
$
(350
)
$
55,421
 
Earnings from consolidated entities
   
(43,485
)
 
-
   
-
   
40,697
   
(2,788
)
 
-
   
-
   
2,351
   
(437
)
 
-
   
437
   
-
 
Depreciation
   
62
   
37,439
   
2,637
   
-
   
40,138
   
-
   
-
   
-
   
40,138
   
668
   
(140
)
 
40,666
 
Amortization of deferred policy acquisition costs
   
-
   
-
   
-
   
-
   
-
   
622
   
5,004
   
-
   
5,626
   
-
   
-
   
5,626
 
Change in provision for losses on trade receivables
   
-
   
(51
)
 
-
   
-
   
(51
)
 
-
   
19
   
-
   
(32
)
 
-
   
-
   
(32
)
Change in provision for losses on mortgage notes
   
-
   
(10
)
 
-
   
-
   
(10
)
 
-
   
-
   
-
   
(10
)
 
-
   
-
   
(10
)
Net (gain) loss on sale of real and personal property
   
-
   
(166
)
 
(829
)
 
-
   
(995
)
 
-
   
-
   
-
   
(995
)
 
-
   
-
   
(995
)
Net (gain) loss on sale of investments
   
-
   
-
   
-
   
-
   
-
   
319
   
234
   
-
   
553
   
-
   
-
   
553
 
Deferred income taxes
   
13,538
   
214
   
-
   
-
   
13,752
   
336
   
(170
)
 
-
   
13,918
   
282
   
53
   
14,253
 
Net change in other operating assets and liabilities:
                                                                         
Reinsurance recoverables and trade receivables
   
-
   
(1,016
)
 
1
   
-
   
(1,015
)
 
18,894
   
(99
)
 
-
   
17,780
   
-
   
-
   
17,780
 
Inventories
   
-
   
(3,242
)
 
-
   
-
   
(3,242
)
 
-
   
-
   
-
   
(3,242
)
 
41
   
-
   
(3,201
)
Prepaid expenses
   
592
   
(3,703
)
 
-
   
-
   
(3,111
)
 
-
   
-
   
-
   
(3,111
)
 
32
   
-
   
(3,079
)
Capitalization of deferred policy acquisition costs
   
-
   
-
   
-
   
-
   
-
   
(644
)
 
(1,742
)
 
-
   
(2,386
)
 
-
   
-
   
(2,386
)
Other assets
   
(3
)
 
(750
)
 
2,514
   
-
   
1,761
   
295
   
(42
)
 
-
   
2,014
   
118
   
-
   
2,132
 
Related party assets
   
2,931
   
18,378
   
60
   
-
   
21,369
   
4,369
   
(14
)
 
-
   
25,724
   
2,900
   
-
   
28,624
 
Accounts payable and accrued expenses
   
7,610
   
6,718
   
(1,100
)
 
-
   
13,228
   
-
   
947
   
-
   
14,175
   
386
   
-
   
14,561
 
Policy benefits and losses, claims and loss expenses payable
   
-
   
12,697
   
-
   
-
   
12,697
   
(24,004
)
 
(3,303
)
 
-
   
(14,610
)
 
-
   
-
   
(14,610
)
Other policyholders' funds and liabilities
   
-
   
-
   
-
   
-
   
-
   
(1,057
)
 
(216
)
 
-
   
(1,273
)
 
-
   
-
   
(1,273
)
Deferred income
   
-
   
2,220
   
-
   
-
   
2,220
   
-
   
-
   
-
   
2,220
   
37
   
-
   
2,257
 
Related party liabilities
   
(25
)
 
2,867
   
(2,842
)
 
-
   
-
   
(1,725
)
 
159
   
-
   
(1,566
)
 
(4,517
)
 
-
   
(6,083
)
Net cash provided (used) by operating activities
   
36,554
   
111,791
   
942
   
-
   
149,287
   
(1,512
)
 
2,045
   
-
   
149,820
   
384
   
-
   
150,204
 
Cash flows from investing activities:
                                                                         
Purchases of:
                                                                         
Property, plant and equipment
   
(2
)
 
(142,643
)
 
(24,029
)
 
-
   
(166,674
)
 
-
   
-
   
-
   
(166,674
)
 
(325
)
 
-
   
(166,999
)
Short term investments
   
-
   
-
   
-
   
-
   
-
   
(17,304
)
 
(35,827
)
 
-
   
(53,131
)
 
-
   
-
   
(53,131
)
Fixed maturities investments
   
-
   
-
   
-
   
-
   
-
   
(21,054
)
 
(11,218
)
 
-
   
(32,272
)
 
-
   
-
   
(32,272
)
Mortgage loans
   
-
   
-
   
-
   
-
   
-
   
-
   
(7,305
)
 
-
   
(7,305
)
 
-
   
-
   
(7,305
)
Proceeds from sales of:
                                                                         
Property, plant and equipment
   
-
   
27,863
   
829
   
-
   
28,692
   
-
   
-
   
-
   
28,692
   
-
   
-
   
28,692
 
Short term investments
   
-
   
-
   
-
   
-
   
-
   
29,044
   
53,184
   
-
   
82,228
   
-
   
-
   
82,228
 
Fixed maturities investments
   
-
   
-
   
-
   
-
   
-
   
5,722
   
16,130
   
-
   
21,852
   
-
   
-
   
21,852
 
Cash received in excess of purchase of company acquired
   
-
   
-
   
-
   
-
   
-
   
-
   
1,233
   
-
   
1,233
   
-
   
-
   
1,233
 
Preferred stock
   
-
   
-
   
-
   
-
   
-
   
-
   
125
   
-
   
125
   
-
   
-
   
125
 
Real estate
   
-
   
-
   
877
   
-
   
877
   
-
   
-
   
-
   
877
   
-
   
-
   
877
 
Mortgage loans
   
-
   
-
   
-
   
-
   
-
   
-
   
2,086
   
-
   
2,086
   
-
   
-
   
2,086
 
Payments from notes and mortgage receivables
   
-
   
(45
)
 
448
   
-
   
403
   
-
   
-
   
-
   
403
   
-
   
-
   
403
 
Net cash provided (used) by investing activities
   
(2
)
 
(114,825
)
 
(21,875
)
 
-
   
(136,702
)
 
(3,592
)
 
18,408
   
-
   
(121,886
)
 
(325
)
 
-
   
(122,211
)
 
 
(page 1 of 2)
(a) Balance for the period ended March 31, 2006
                                                                         



25


AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
 
 
Continuation of consolidating cash flow statement by industry segment for the quarter ended June 30, 2006, are as follows:

   
Moving & Storage
     
AMERCO Legal Group
         
AMERCO as Consolidated
     
   
AMERCO
 
U-Haul
 
Real
Estate
 
Elimination
 
Moving & Storage
Consolidated
 
Property &
Casualty
Insurance (a)
 
Life
Insurance (a)
 
Elimination
 
AMERCO
Consolidated
 
SAC Holding II
 
Elimination
 
Total
Consolidated
 
   
(Unaudited)
 
Cash flows from financing activities:
 
(In thousands)
 
Borrowings from credit facilities
   
-
   
87,376
   
-
   
-
   
87,376
   
-
   
-
   
-
   
87,376
   
-
   
-
   
87,376
 
Principal repayments on credit facilities
   
-
   
(5,133
)
 
(2,689
)
 
-
   
(7,822
)
 
-
   
-
   
-
   
(7,822
)
 
(314
)
 
-
   
(8,136
)
Debt issuance costs
   
-
   
(1,437
)
 
-
   
-
   
(1,437
)
 
-
   
-
   
-
   
(1,437
)
 
-
   
-
   
(1,437
)
Leveraged Employee Stock Ownership Plan - repayments from loan
   
-
   
285
   
-
   
-
   
285
   
-
   
-
   
-
   
285
   
-
   
-
   
285
 
Proceeds from (repayment of) intercompany loans
   
(33,309
)
 
9,786
   
23,523
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
-
 
Preferred stock dividends paid
   
(3,241
)
 
-
   
-
   
-
   
(3,241
)
 
-
   
-
   
-
   
(3,241
)
 
-
   
-
   
(3,241
)
Investment contract deposits
   
-
   
-
   
-
   
-
   
-
   
-
   
4,251
   
-
   
4,251
   
-
   
-
   
4,251
 
Investment contract withdrawals
   
-
   
-
   
-
   
-
   
-
   
-
   
(20,843
)
 
-
   
(20,843
)
 
-
   
-
   
(20,843
)
Net cash provided (used) by financing activities
   
(36,550
)
 
90,877
   
20,834
   
-
   
75,161
   
-
   
(16,592
)
 
-
   
58,569
   
(314
)
 
-
   
58,255
 
                                                                           
Effects of exchange rate on cash
   
-
   
151
   
-
   
-
   
151
   
-
   
-
   
-
   
151
   
-
   
-
   
151
 
                                                                           
Increase (decrease) in cash and cash equivalents
   
2
   
87,994
   
(99
)
 
-
   
87,897
   
(5,104
)
 
3,861
   
-
   
86,654
   
(255
)
 
-
   
86,399
 
Cash and cash equivalents at beginning of period
   
7
   
140,499
   
856
   
-
   
141,362
   
9,815
   
4,027
   
-
   
155,204
   
255
   
-
   
155,459
 
Cash and cash equivalents at end of period
 
$
9
 
$
228,493
 
$
757
 
$
-
 
$
229,259
 
$
4,711
 
$
7,888
 
$
-
 
$
241,858
 
$
-
 
$
-
 
$
241,858
 
 
 
(page 2 of 2)
(a) Balance for the period ended March 31, 2006
                                                                         
                                                                           



26


AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
 
 
Consolidating cash flow statements by industry segment for the quarter ended June 30, 2005 are as follows:

   
Moving & Storage
     
AMERCO Legal Group
         
AMERCO as Consolidated
     
   
AMERCO
 
U-Haul
 
Real
Estate
 
Elimination
 
Moving & Storage
Consolidated
 
Property &
Casualty
Insurance (a)
 
Life
Insurance (a)
 
Elimination
 
AMERCO
Consolidated
 
SAC Holding II
 
Elimination
 
Total
Consolidated
 
   
(Unaudited)
 
Cash flows from operating activities:
 
(In thousands)
 
Net earnings (loss)
 
$
34,975
 
$
59,001
 
$
2,816
 
$
(61,817
)
$
34,975
 
$
1,028
 
$
2,437
 
$
(3,465
)
$
34,975
 
$
560
 
$
(473
)
$
35,062
 
Earnings from consolidated entities
   
(58,332
)
 
-
   
-
   
59,847
   
1,515
   
-
   
-
   
(2,075
)
 
(560
)
 
-
   
560
   
-
 
Depreciation
   
7
   
28,205
   
2,124
   
-
   
30,336
   
-
   
-
   
-
   
30,336
   
729
   
(140
)
 
30,925
 
Amortization of deferred policy acquisition costs
   
-
   
-
   
-
   
-
   
-
   
854
   
5,823
   
-
   
6,677
   
-
   
-
   
6,677
 
Change in provision for losses on trade receivables
   
-
   
(601
)
 
-
   
-
   
(601
)
 
-
   
-
   
-
   
(601
)
 
-
   
-
   
(601
)
Change in provision for losses on mortgage notes
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
-
 
Net (gain) loss on sale of real and personal property
   
-
   
3,312
   
-
   
-
   
3,312
   
-
   
-
   
-
   
3,312
   
-
   
-
   
3,312
 
Net (gain) loss on sale of investments
   
-
   
-
   
-
   
-
   
-
   
(192
)
 
(1,261
)
 
-
   
(1,453
)
 
-
   
-
   
(1,453
)
Write-off of unamortized debt issuance costs
   
13,629
   
-
   
-
   
-
   
13,629
   
-
   
-
   
-
   
13,629
   
-
   
-
   
13,629
 
Deferred income taxes
   
10,843
   
-
   
-
   
-
   
10,843
   
74
   
1,461
   
-
   
12,378
   
357
   
53
   
12,788
 
Net change in other operating assets and liabilities:
                                                                         
Reinsurance recoverables and trade receivables
   
-
   
(8,009
)
 
(1
)
 
-
   
(8,010
)
 
6,423
   
(700
)
 
-
   
(2,287
)
 
-
   
-
   
(2,287
)
Inventories
   
-
   
(2,001
)
 
-
   
-
   
(2,001
)
 
-
   
-
   
-
   
(2,001
)
 
(245
)
 
-
   
(2,246
)
Prepaid expenses
   
2,804
   
(3,698
)
 
-
   
-
   
(894
)
 
-
   
-
   
-
   
(894
)
 
78
   
-
   
(816
)
Capitalization of deferred policy acquisition costs
   
-
   
-
   
-
   
-
   
-
   
(831
)
 
(1,677
)
 
-
   
(2,508
)
 
-
   
-
   
(2,508
)
Other assets
   
13,969
   
(11,191
)
 
(35,152
)
 
-
   
(32,374
)
 
434
   
2,886
   
-
   
(29,054
)
 
(407
)
 
-
   
(29,461
)
Related party assets
   
(28,369
)
 
(4,998
)
 
(8
)
 
19,013
   
(14,362
)
 
1,664
   
-
   
(720
)
 
(13,418
)
 
-
   
(395
)
 
(13,813
)
Accounts payable and accrued expenses
   
(18,200
)
 
21,460
   
1,301
   
-
   
4,561
   
-
   
-
   
5,540
   
10,101
   
409
   
-
   
10,510
 
Policy benefits and losses, claims and loss expenses payable
   
-
   
18,674
   
-
   
-
   
18,674
   
(11,728
)
 
(4,039
)
 
-
   
2,907
   
-
   
-
   
2,907
 
Other policyholders' funds and liabilities
   
-
   
-
   
-
   
-
   
-
   
(3,476
)
 
(10,052
)
 
-
   
(13,528
)
 
-
   
-
   
(13,528
)
Deferred income
   
-
   
3,583
   
-
   
-
   
3,583
   
-
   
-
   
-
   
3,583
   
138
   
-
   
3,721
 
Related party liabilities
   
-
   
18,513
   
-
   
(19,013
)
 
(500
)
 
(98
)
 
(858
)
 
636
   
(820
)
 
(694
)
 
395
   
(1,119
)
Net cash provided (used) by operating activities
   
(28,674
)
 
122,250
   
(28,920
)
 
(1,970
)
 
62,686
   
(5,848
)
 
(5,980
)
 
(84
)
 
50,774
   
925
   
-
   
51,699
 
Cash flows from investing activities:
                                                                         
Purchases of:
                                                                         
Property, plant and equipment
   
-
   
(74,231
)
 
(999
)
 
-
   
(75,230
)
 
-
   
-
   
-
   
(75,230
)
 
(207
)
 
-
   
(75,437
)
Short term investments
   
-
   
-
   
-
   
-
   
-
   
(55,390
)
 
-
   
-
   
(55,390
)
 
-
   
-
   
(55,390
)
Fixed maturities investments
   
-
   
-
   
-
   
-
   
-
   
(1,985
)
 
(82,232
)
 
-
   
(84,217
)
 
-
   
-
   
(84,217
)
Mortgage loans
   
-
   
-
   
-
   
-
   
-
   
-
   
(1,250
)
 
-
   
(1,250
)
 
-
   
-
   
(1,250
)
Proceeds from sales of:
                                                                         
Property, plant and equipment
   
-
   
15,140
   
5
   
-
   
15,145
   
-
   
-
   
-
   
15,145
   
-
   
-
   
15,145
 
Short term investments
   
-
   
-
   
-
   
-
   
-
   
43,775
   
50,953
   
-
   
94,728
   
-
   
-
   
94,728
 
Fixed maturities investments
   
-
   
-
   
-
   
-
   
-
   
15,590
   
45,203
   
-
   
60,793
   
-
   
-
   
60,793
 
Equity securities
   
-
   
-
   
-
   
-
   
-
   
-
   
5,759
   
-
   
5,759
   
-
   
-
   
5,759
 
Preferred stock
   
-
   
-
   
-
   
-
   
-
   
-
   
417
   
-
   
417
   
-
   
-
   
417
 
Other asset investments, net
   
-
   
872
   
-
   
-
   
872
   
-
   
-
   
-
   
872
   
-
   
-
   
872
 
Real estate
   
-
   
-
   
-
   
-
   
-
   
179
   
514
   
-
   
693
   
-
   
-
   
693
 
Mortgage loans
   
-
   
-
   
-
   
-
   
-
   
-
   
3,034
   
-
   
3,034
   
-
   
-
   
3,034
 
Payments from notes and mortgage receivables
   
-
   
53
   
18
   
-
   
71
   
-
   
-
   
-
   
71
   
-
   
-
   
71
 
Net cash provided (used) by investing activities
   
-
   
(58,166
)
 
(976
)
 
-
   
(59,142
)
 
2,169
   
22,398
   
-
   
(34,575
)
 
(207
)
 
-
   
(34,782
)
 
 
(page 1 of 2) 
(a) Balance for the period ended March 31, 2005
                                                                         
                                                                           

27


AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
 
 
Continuation of consolidating cash flow statement by industry segment for the quarter ended June 30, 2005, are as follows:

   
AMERCO
 
U-Haul
 
Real
Estate
 
Elimination
 
Moving & Storage
Consolidated
 
Property &
Casualty
Insurance (a)
 
Life
Insurance (a)
 
Elimination
 
AMERCO
Consolidated
 
SAC Holding II
 
Elimination
 
Total
Consolidated
 
   
(Unaudited)
 
Cash flows from financing activities:
 
(In thousands)
 
Borrowings from credit facilities
   
80,266
   
49,557
   
904,365
   
-
   
1,034,188
   
-
   
-
   
-
   
1,034,188
   
-
   
-
   
1,034,188
 
Principal repayments on credit facilities
   
(860,274
)
 
-
   
-
   
-
   
(860,274
)
 
-
   
-
   
-
   
(860,274
)
 
(289
)
 
-
   
(860,563
)
Debt issuance costs
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
-
 
Leveraged Employee Stock Ownership Plan - repayments from loan
   
-
   
438
   
-
   
-
   
438
   
-
   
-
   
-
   
438
   
-
   
-
   
438
 
Proceeds from (repayment of) intercompany notes payable
   
-
   
(84
)
 
-
   
-
   
(84
)
 
-
   
-
   
84
   
-
   
-
   
-
   
-
 
Proceeds from (repayment of) intercompany loans
   
813,882
   
64,466
   
(878,348
)
 
-
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
-
 
Preferred stock dividends paid
   
(3,241
)
 
-
   
-
   
-
   
(3,241
)
 
-
   
-
   
-
   
(3,241
)
 
-
   
-
   
(3,241
)
Investment contract deposits
   
-
   
-
   
-
   
-
   
-
   
-
   
5,670
   
-
   
5,670
   
-
   
-
   
5,670
 
Investment contract withdrawals
   
-
   
-
   
-
   
-
   
-
   
-
   
(17,896
)
 
-
   
(17,896
)
 
-
   
-
   
(17,896
)
Net cash provided (used) by financing activities
   
30,633
   
114,377
   
26,017
   
-
   
171,027
   
-
   
(12,226
)
 
84
   
158,885
   
(289
)
 
-
   
158,596
 
                                                                           
Effects of exchange rate on cash
   
(1,970
)
 
(1,970
)
 
-
   
1,970
   
(1,970
)
 
-
   
-
   
-
   
(1,970
)
 
-
   
-
   
(1,970
)
                                                                           
Increase (decrease) in cash and cash equivalents
   
(11
)
 
176,491
   
(3,879
)
 
-
   
172,601
   
(3,679
)
 
4,192
   
-
   
173,114
   
429
   
-
   
173,543
 
Cash and cash equivalents at beginning of period
   
14
   
37,626
   
4,327
   
-
   
41,967
   
10,638
   
2,992
   
-
   
55,597
   
358
   
-
   
55,955
 
Cash and cash equivalents at end of period
 
$
3
 
$
214,117
 
$
448
 
$
-
 
$
214,568
 
$
6,959
 
$
7,184
 
$
-
 
$
228,711
 
$
787
 
$
-
 
$
229,498
 
 
 
(page 2 of 2) 
(a) Balance for the period ended March 31, 2005
                                                                         
                                                                           




 

28




AMERCO AND CONSOLIDATED ENTITIES
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
 
 
10. Industry Segment and Geographic Area Data
 

   
United States
 
Canada
 
Consolidated
 
   
(Unaudited)
 
   
(All amounts are in thousands of U.S. $'s)
 
Quarter ended June 30, 2006
             
Total revenues
 
$
552,736
 
$
14,291
 
$
567,027
 
Depreciation and amortization, net of (gains) losses on disposals
   
43,575
   
1,722
   
45,297
 
Interest expense
   
18,301
   
161
   
18,462
 
Pretax earnings
   
89,633
   
2,071
   
91,704
 
Income tax expense
   
35,579
   
704
   
36,283
 
Identifiable assets
   
3,430,400
   
78,714
   
3,509,114
 
                     
Quarter ended June 30, 2005
                   
Total revenues
 
$
545,077
 
$
14,381
 
$
559,458
 
Depreciation and amortization, net of (gains) losses on disposals
   
38,804
   
1,631
   
40,435
 
Interest expense (income)
   
19,640
   
(4
)
 
19,636
 
Pretax earnings
   
54,428
   
2,869
   
57,297
 
Income tax expense
   
22,235
   
-
   
22,235
 
Identifiable assets
   
3,239,636
   
78,452
   
3,318,088
 
                     
 

 

 



29




 
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
 
General
 
We begin Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) with the overall strategy of AMERCO, followed by a description of our operating segments and the strategy of our operating segments to give the reader an overview of the goals of our business and the direction in which our businesses and products are moving. This is followed by a discussion of the Critical Accounting Policies and Estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results. In the next section, we discuss our Results of Operations for the first quarter of fiscal 2007, compared with the first quarter of fiscal 2006 beginning with an overview. We then provide an analysis of changes in our balance sheets and cash flows, and discuss our financial commitments in the sections entitled “Liquidity and Capital Resources” and “Disclosures about Contractual Obligations and Commercial Commitments.” We conclude this MD&A by discussing our outlook for the remainder of fiscal 2007.
 
This MD&A should be read in conjunction with the other sections of this Quarterly Report on Form 10-Q. The various sections of this MD&A contain a number of forward-looking statements, as discussed under the caption “Cautionary Statements Regarding Forward-Looking Statements” all of which are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this filing and particularly under Part II Item 1A. “Risk Factors.” Our actual results may differ materially from these forward-looking statements.
 
The first fiscal quarter for AMERCO ends on the 30th of June for each year that is referenced. Our insurance company subsidiaries have a first quarter that ends on the 31st of March for each year that is referenced. They have been consolidated on that basis. Consequently, all references to our insurance subsidiaries’ years 2006 and 2005 correspond to the Company’s fiscal years 2007 and 2006, respectively.
 
Overall Strategy
 
Our overall strategy is to maintain our leadership position in the North American “do-it-yourself” moving and storage industry. We accomplish this by providing a seamless and integrated supply chain to the “do-it-yourself” moving and storage market. As part of executing this strategy, we leverage the brand recognition of U-Haul with our full line of moving and self-storage related products and services and the convenience of our broad geographic presence.
 
Our primary focus is to provide our customers with a wide selection of moving rental equipment, convenient self-storage rental facilities and related moving and self-storage products and services. We are able to expand our distribution and improve customer service by increasing the amount of moving equipment and storage rooms available for rent, expanding the number of independent dealers in our network and expanding and taking advantage of our growing eMove capabilities.
 
RepWest is focused on providing and administering property and casualty insurance to U-Haul, its customers, its independent dealers and affiliates. By exiting its non U-Haul lines of business, we believe that RepWest will be able to focus its core competencies and financial resources to better support our overall strategy.
 
Oxford is focused on long-term capital growth through direct writing and reinsuring of annuity, life and Medicare supplement products primarily in the senior marketplace. Oxford is pursuing increased direct writing via acquisitions of insurance companies, expanded distribution channels and product development. In 2005, Oxford determined that it would no longer pursue growth in the credit life and disability market. We believe this will enable Oxford to focus more on its core senior population demographic.
 
Description of Operating Segments
 
AMERCO has four reportable segments. They are Moving and Storage Operations, Property and Casualty Insurance, Life Insurance and SAC Holding II.
 
Moving and Storage Operating Segment
 
Our Moving and Storage Operating Segment consists of the rental of trucks, trailers, specialty rental items and self-storage spaces primarily to the household mover as well as sales of moving supplies, towing accessories and propane. Operations are conducted under the registered trade name U-Haul® throughout the United States and Canada.

30


 
With respect to our truck, trailer, specialty rental items and self-storage rental business, we are focused on expanding our dealer network, which provides added convenience for our customers and expanding the selection and availability of rental equipment to satisfy the needs of our customers.
 
With respect to our retail sales, U-Haul has developed a number of specialty packing boxes, Mover’s Wrap and Smart Move tape. 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. 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.
 
eMove is an online marketplace that connects consumers to over 3,300 independent sellers of Moving Helpers™ as well as 2,800 providers of Self-Storage services. Our network of customer-rated affiliates provides pack and load help, cleaning help, self-storage and similar services, all over North America.
 
An individual or a company can connect to the eMove network by becoming an eMove Moving Help® Affiliate or an eMove Storage Affiliate™. Moving Helpers assist customers with packing, loading, cleaning and unloading their truck or storage unit. The Storage Affiliate program enables independent self-storage facilities to expand their reach by connecting into a centralized 1-800 and internet reservation system and for a fee, receive an array of services including web-based management software, Secured Online Affiliated Rentals (S.O.A.R®), co-branded rental trucks, savings on insurance, credit card processing and more. Approximately 2,800 independent self-storage facilities are now registered on the eMove network.
 
With over 78,000 unedited reviews of independent vendors, the marketplace has facilitated Moving Help® and Self-Storage transactions all over North America. We believe that acting as an intermediary, with little added investment, serves the customer in a cost effective manner. Our goal is to further utilize our web-based technology platform to increase service to consumers and businesses in the moving and storage market.
 
Property and Casualty Insurance Operating Segment
 
RepWest provides loss adjusting and claims handling for U-Haul through regional offices across North America. RepWest also underwrites components of the Safemove, Safetow and Safestor protection packages to U-Haul customers. We continue to focus on increasing the penetration of these products. The business plan for RepWest includes offering property and casualty products in other U-Haul related programs.
 
Life Insurance Operating Segment
 
Oxford provides life and health insurance products primarily to the senior market through the direct writing or reinsuring of annuities, life insurance, and Medicare supplement policies. Additionally, Oxford administers the self-insured employee health and dental plans for Arizona employees of the Company and provides insurance for the employee group life and disability coverage.
 
SAC Holdings Operating Segment
 
SAC Holding Corporation and its subsidiaries, and SAC Holding II Corporation and its subsidiaries, collectively referred to as “SAC Holdings,” own self-storage properties that are managed by U-Haul under property management agreements and act as independent U-Haul rental equipment dealers. AMERCO, through its subsidiaries, has contractual interests in certain SAC Holdings’ properties entitling AMERCO to potential future income based on the financial performance of these properties. With respect to SAC Holding II, AMERCO is considered the primary beneficiary of these contractual interests. Consequently, we include the results of SAC Holding II in the consolidated financial statements of AMERCO, as required by FIN 46(R).
 
Critical Accounting Policies and Estimates
 
The Company’s financial statements have been prepared in accordance with the United States generally accepted accounting principles. The methods, estimates and judgments we use in applying our accounting policies can have a significant impact on the results we report in our financial statements. Certain accounting policies require us to make difficult and subjective judgments and assumptions, often as a result of the need to make estimates of matters that are inherently uncertain.

31


 
Below we have set forth, with a detailed description, the accounting policies that we deem most critical to us and that require management’s most difficult and subjective judgments. These estimates are based on historical experience, observance of trends in particular areas, information and valuations available from outside sources and on various other assumptions that are believed 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. We also have other policies that we consider key accounting policies, such as revenue recognition; however, these policies do not meet the definition of critical accounting estimates, because they do not generally require us to make estimates or judgments that are difficult or subjective. The accounting policies that we deem most critical to us, and involve the most difficult, subjective or complex judgments include the following:
 
Principles of Consolidation
 
The Company applies FIN 46(R), “Consolidation of Variable Interest Entities” and ARB 51 in its principles of consolidation. FIN 46(R) addresses arrangements where the company does not hold a majority of the voting or similar interests or a variable interest entity (VIE). The company is required to consolidate a VIE if it is determined it is the primary beneficiary. ARB 51 addresses the policy when the company owns a majority of the voting or similar rights and exercises effective control.
 
As promulgated by FIN 46(R), a VIE is not self-supportive by having one or both of the following conditions: a) it has an insufficient amount of equity for it to finance its activities without receiving additional subordinated financial support or b) its owners do not hold the typical risks and rights of equity owners. This determination is made upon the creation of a variable interest and can be re-assessed should certain changes in the operations of a VIE, or its relationship with the primary beneficiary trigger a reconsideration under the provisions of FIN 46(R). After a triggering event occurs the most recent facts and circumstances are utilized in determining whether or not a company is a variable interest entity, which other company(s) have a variable interest in the entity, and whether or not the company’s interest is such that it is the primary beneficiary.
 
The consolidated financial statements for the first quarters of fiscal 2007 and fiscal 2006 and the balance sheet as of March 31, 2006, include the accounts of AMERCO and its wholly-owned subsidiaries and SAC Holding II Corporation and its subsidiaries.
 
In fiscal 2003 and fiscal 2002, SAC Holding Corporation and SAC Holding II (together, “SAC Holdings”) were considered special purpose entities and were consolidated based on the provisions of Emerging Issues Task Force (EITF) Issue No. 90-15. In fiscal 2004, the Company applied FIN 46(R) to its interests in SAC Holdings. Initially, the Company concluded that SAC Holdings were variable interest entities (VIE’s) and that the Company was the primary beneficiary. Accordingly, the Company continued to include SAC Holdings in its consolidated financial statements.
 
In February, 2004, SAC Holding Corporation restructured the indebtedness of three subsidiaries and then distributed its interest in those subsidiaries to its sole shareholder. This triggered a requirement to reassess AMERCO’s involvement with those subsidiaries, which led to the conclusion that based on current contractual and ownership interests between AMERCO and this entity, AMERCO ceased to have a variable interest in those three subsidiaries at that date.
 
Separately, in March 2004, SAC Holding Corporation restructured its indebtedness, triggering a similar reassessment of SAC Holding Corporation that led to the conclusion that SAC Holding Corporation was not a VIE and that AMERCO ceased to be the primary beneficiary of SAC Holding Corporation and its remaining subsidiaries. This conclusion was based on SAC Holding Corporation’s ability to fund its own operations and execute its business plan without any future subordinated financial support.

32


 
Accordingly, at the dates AMERCO ceased to have a variable interest and ceased to be the primary beneficiary of SAC Holding Corporation and its current or former subsidiaries, it deconsolidated those entities. The deconsolidation was accounted for as a distribution of SAC Holding Corporations interests to the sole shareholder of the SAC entities. Because of AMERCO’s continuing involvement with SAC Holding Corporation and its current and former subsidiaries, the distributions do not qualify as discontinued operations as defined by SFAS No. 144.
 
It is possible that SAC Holding Corporation could take actions that would require us to re-determine whether SAC Holding Corporation has become a VIE or whether we have become the primary beneficiary of SAC Holding Corporation. Should this occur, we could be required to consolidate some or all of SAC Holding Corporation with our financial statements.
 
Similarly, SAC Holding II could take actions that would require us to re-determine whether it is a VIE or whether we continue to be the primary beneficiary of our variable interest in SAC Holding II. Should we cease to be the primary beneficiary, we would be required to deconsolidate some or all of our variable interest in SAC Holding II from our financial statements.
 
Recoverability of Property, Plant and Equipment 
 
Property, plant and equipment are stated at cost. Interest cost incurred during the initial construction of buildings and rental equipment is considered part of cost. Depreciation is computed for financial reporting purposes using the straight-line or an accelerated method based on a declining balance formula over the following estimated useful lives: rental equipment 2-20 years and buildings and non-rental equipment 3-55 years. Major overhauls to rental equipment are capitalized and are amortized over the estimated period benefited. Routine maintenance costs are charged to operating expense as they are incurred. Gains and losses on dispositions of property, plant and equipment are netted against depreciation expense when realized. Equipment 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, historical disposal experience, holding periods and trends in the market for vehicles are reviewed.
 
We regularly perform reviews to determine whether facts and circumstances exist which indicate that the carrying amount of assets, including estimates of residual value, may not be recoverable or that the useful life of assets is shorter or longer than originally estimated. Reductions in residual values (i.e., the price at which we ultimately expect to dispose of revenue earning equipment) or useful lives will result in an increase in depreciation expense over the life of the equipment. Reviews are performed based on vehicle class, generally subcategories of trucks and trailers. We assess the recoverability of our assets by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their estimated remaining lives against their respective carrying amounts. We consider factors such as current and expected future market price trends on used vehicles and the expected life of vehicles included in the fleet. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. If assets are determined to be recoverable, but the useful lives are shorter or longer than originally estimated, the net book value of the assets is depreciated over the newly determined remaining useful lives.
 
Fiscal 2006 marked the first time in ten years that the Company has acquired a significant number of new trucks via purchase rather than lease. Management performed an analysis of the expected economic value of new rental trucks and determined that additions to the fleet resulting from purchase should be depreciated on an accelerated method based upon a declining formula. The salvage value and useful life assumptions of the rental truck fleet remain unchanged. Under the declining balances method (2.4 times declining balance) the book value of a rental truck is reduced 16% at the end of its first year, 70% by the end of its seventh year, and 80% at the end of year fifteen.

33


 
We typically sell our used vehicles at one of our sales centers throughout North America, on our web site at trucksales.uhaul.com or by calling 1-866-404-0355. Although we attempt to sell our used vehicles for prices approximating book value, the extent to which we are able to realize a gain on the sale of used vehicles is dependent upon various factors including the general state of the used vehicle market, the age and condition of the vehicle at the time of its disposal and depreciation rates with respect to the vehicle.
 
Insurance Reserves 
 
Liabilities for life insurance and certain annuity and health policies are established to meet the estimated future obligations of policies in force, and are based on mortality, morbidity and withdrawal assumptions from recognized actuarial tables which contain margins for adverse deviation. In addition, liabilities for health, disability and other policies include estimates of payments to be made on insurance claims for reported losses and estimates of losses incurred, but not yet reported. Liabilities for annuity contracts consist of contract account balances that accrue to the benefit of the policyholders, excluding surrender charges.
 
Insurance reserves for RepWest and U-Haul take into account losses incurred based upon actuarial estimates. 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.
 
A consequence of the long tail nature of the assumed reinsurance and the excess workers compensation lines of insurance that were written by RepWest is that it takes a number of years for claims to be fully reported and finally settled. Also, the severity of the commercial transportation and the commercial multiple peril programs can fluctuate unexpectedly.
 
Investments
 
For investments accounted for under SFAS No. 115, in determining if and when a decline in market value below amortized cost is other than temporary, management makes certain assumptions or judgments in its assessment including but not limited to: ability and intent to hold the security, quoted market prices, dealer quotes or discounted cash flows, industry factors, financial factors, and issuer specific information. Other-than-temporary impairment in value is recognized in the current period operating results.
 
Income Taxes
 
The Company records deferred tax assets and liabilities based upon the differences between the tax basis of assets and liabilities and the financial statement carrying amounts. Management reviews any deferred tax assets for realization and establishes a valuation allowance in relation to such assets should we believe they may not be ultimately realized. As part of this assessment, management makes certain assumptions regarding future taxable income, timing of the reversals of timing differences, and implementation of tax planning strategies. A change in any of these assumptions can alter our valuation allowance and cause an increase or decrease in our effective tax rate that could materially impact our financial results.
 
The Company’s tax returns are periodically reviewed by various taxing authorities. Despite our belief that all of our tax treatments are supportable, the final outcome of these audits may cause changes in our valuation allowance should we not prevail. These changes could materially impact our financial results. Our current tax rate is approximately 39.6%.
 
AMERCO files a consolidated tax return with all of its legal subsidiaries, except for CFLIC and DGLIC which will file on a stand alone basis. SAC Holding Corporation and its legal subsidiaries and SAC Holding II Corporation and its legal subsidiaries file consolidated tax returns, which are in no way associated with AMERCO’s consolidated returns.

34


 
Recent Accounting Pronouncements
 
In June 2006, the Financial Accounting Standards Board (FASB) issued a standard that addresses accounting for income taxes: FIN 48, Accounting for Uncertainty in Income Taxes. Among other things, FIN 48 requires applying an audit sustainability standard of “more likely than not” related to the recognition and de-recognition of tax positions. The new guidance will be effective for us in fiscal 2008. We are currently evaluating the requirements of FIN 48 and the impact this interpretation may have on our consolidated financial statements.
 
Results of Operations
 
AMERCO and Consolidated Entities
 
Quarter Ended June 30, 2006 compared with the Quarter Ended June 30, 2005
 
Listed below on a consolidated basis are revenues for our major product lines for the first quarter of fiscal 2007 and the first quarter of fiscal 2006:
   
Quarter Ended June 30,
 
   
2006
 
2005
 
   
(Unaudited)
 
   
(In thousands)
 
Self-moving equipment rentals
 
$
407,234
 
$
401,260
 
Self-storage revenues
   
30,431
   
28,768
 
Self-moving and self-storage products and service sales
   
67,451
   
66,563
 
Property management fees
   
3,847
   
4,440
 
Life insurance premiums
   
30,919
   
29,589
 
Property and casualty insurance premiums
   
5,382
   
4,824
 
Net investment and interest income
   
13,830
   
13,714
 
Other revenue
   
7,933
   
10,300
 
Consolidated revenue
 
$
567,027
 
$
559,458
 
               
 
During the first quarter of fiscal 2007, self-moving equipment rentals increased $6.0 million, compared with the first quarter of fiscal 2006, primarily due to increases in trailer rentals.
 
Self-storage revenues increased $1.7 million for the first quarter of fiscal 2007, compared with the first quarter of fiscal 2006 due to increases in occupancy levels. During the first quarter of fiscal 2007, the Company has increased rooms available through build-outs at existing facilities.
 
Sales of self-moving and self-storage products and service sales increased $0.9 million for the first quarter of fiscal 2007, compared with the first quarter of fiscal 2006. Towing accessories and propane sales experienced first quarter increases.
 
Premiums at RepWest increased $0.6 million due to increases in U-Haul related business.
 
Oxford’s premium revenues increased approximately $1.3 million primarily as a result of additional life insurance premiums and the acquisition of DGLIC.
 
As a result of the items mentioned above, revenues for AMERCO and its consolidated entities were $567.0 million for the first quarter of fiscal 2007, compared with $559.5 million for the first quarter of fiscal 2006.
 


35


 
Listed below are revenues and earnings from operations at each of our four operating segments for the first quarter of fiscal 2007 and the first quarter of fiscal 2006; for the insurance companies the first quarter ended March 31, 2006 and 2005.
   
Quarter Ended June 30,
 
   
2006
 
2005
 
   
(Unaudited)
 
   
(In thousands)
 
Moving and storage
             
Revenues
 
$
514,638
 
$
507,563
 
Earnings from operations
   
106,921
   
108,965
 
Property and casualty insurance
             
Revenues
   
8,068
   
8,309
 
Earnings from operations
   
1,701
   
1,582
 
Life insurance
             
Revenues
   
38,137
   
38,073
 
Earnings from operations
   
1,951
   
3,440
 
SAC Holding II
             
Revenues
   
12,479
   
12,059
 
Earnings from operations
   
4,123
   
4,051
 
Eliminations
             
Revenues
   
(6,295
)
 
(6,546
)
Earnings from operations
   
(4,530
)
 
(5,478
)
Consolidated results
             
Revenues
   
567,027
   
559,458
 
Earnings from operations
   
110,166
   
112,560
 
               
 
Total costs and expenses increased $10.0 million for the first quarter of fiscal 2007, compared with the first quarter of fiscal 2006. This is due primarily to increases in lease and depreciation expense associated with the fleet rotation. Reductions in maintenance and repair costs and insurance expenses were partially offset by increases in other fleet related expenses.
 
As a result of the above mentioned changes in revenues and expenses, earnings from operations decreased to $110.2 million in the first quarter of fiscal 2007, compared with $112.6 million for the first quarter of fiscal 2006.
 
Interest expense for the first quarter of fiscal 2007 was $18.5 million, compared with $55.3 million in the first quarter of fiscal 2006. The first quarter of fiscal 2006 results included a one-time, non-recurring charge of $35.6 million before taxes which includes fees for early extinguishment of debt of $21.2 million and the write-off of $14.4 million of debt issuance costs. The refinancing costs had the effect of decreasing, on a non-recurring basis, earnings for the quarter ended June 30, 2005 by $1.71 per share before taxes, in which the tax effect was approximately $0.63 per share.
 
Income tax expense was $36.3 million in the first quarter of fiscal 2007, compared with $22.2 million in first quarter of fiscal 2006 and reflects higher pretax earnings for the first quarter of fiscal 2006.
 
Dividends accrued on our Series A preferred stock were $3.2 million in first quarter of fiscal 2007, unchanged from the first quarter of fiscal 2006.
 
As a result of the above mentioned items, earnings available to common shareholders were $52.2 million in the first quarter of fiscal 2007, compared with $31.8 million in the first quarter of fiscal 2006.
 
The weighted average common shares outstanding basic and diluted were 20,897,688 in first quarter of fiscal 2007 and were 20,836,458 in the first quarter of fiscal 2006.
 
Basic and diluted earnings per share in the first quarter of fiscal 2007 were $2.50, compared with $1.53 for the first quarter of fiscal 2006.

36


 
Moving and Storage
 
Quarter Ended June 30, 2006 compared with the Quarter Ended June 30, 2005
 
Listed below are revenues for the major product lines at our Moving and Storage operating segment for the first quarter of fiscal 2007 and the first quarter of fiscal 2006:
   
Quarter Ended June 30,
 
   
2006
 
2005
 
   
(Unaudited)
 
   
(In thousands)
 
Self-moving equipment rentals
 
$
407,234
 
$
401,260
 
Self-storage revenues
   
25,589
   
24,248
 
Self-moving and self-storage products and service sales
   
62,699
   
61,798
 
Property management fees
   
4,596
   
5,168
 
Net investment and interest income
   
7,788
   
6,154
 
Other revenue
   
6,732
   
8,935
 
Moving and Storage revenue
 
$
514,638
 
$
507,563
 
               
 
During the first quarter of fiscal 2007, self-moving equipment rentals increased $6.0 million, compared with the first quarter of fiscal 2006, primarily due to increases in trailer rentals.
 
Self-storage revenues increased $1.3 million for the first quarter of fiscal 2007, compared with the first quarter of fiscal 2006. The Company has increased the number of room’s available period over period through the expansion of existing facilities and maintained its occupancy rates.
 
Sales of self-moving and self-storage products and service increased $0.9 million for the first quarter of fiscal 2007, compared with the first quarter of fiscal 2006. Propane and towing accessories have increased period over period. U-Haul is the largest single retail provider of propane and towing accessories in the United States through our Company owned and managed locations. The Company continues to improve its visibility as a provider of propane, moving supplies and towing accessories.
 
The Company owns and manages self-storage facilities. Self-storage revenues reported in the consolidated financial statements for Moving and Storage represent Company-owned locations only. Self-storage data for our owned storage locations is as follows:
   
Quarter Ended June 30,
 
   
2006
 
2005
 
   
(Unaudited)
 
   
(In thousands, except occupancy rate)
 
Room count as of June 30
   
124
   
122
 
Square footage as of June 30
   
9,734
   
9,492
 
Average number of rooms occupied
   
109
   
108
 
Average occupancy rate based on room count
   
87.8
%
 
88.5
%
Average square footage occupied
   
8,643
   
8,528
 
 


37


 
Total costs and expenses increased $7.9 million for the first quarter of fiscal 2007, compared with the first quarter of fiscal 2006. Variable expenses including rental commissions and cost of goods sold increased in proportion to their related revenues. Additionally, increases in fleet rotation-related expenses including depreciation, lease, licensing and freight costs were partially offset by reductions in maintenance and repair. The first quarter of fiscal 2007 included costs associated with re-imaging portions of the existing rental truck fleet.
 
As a result of the above mentioned changes in revenues and expenses, earnings from operations decreased to $106.9 million in first quarter of fiscal 2007, compared with $109.0 million for first quarter of fiscal 2006.
 
U-Haul International, Inc.
 
Quarter Ended June 30, 2006 compared with the Quarter Ended June 30, 2005
 
Listed below are revenues for the major product lines at U-Haul International, Inc. for the first quarter of fiscal 2007 and the first quarter of fiscal 2006:
   
Quarter Ended June 30,
 
   
2006
 
2005
 
   
(Unaudited)
 
   
(In thousands)
 
Self-moving equipment rentals
 
$
407,234
 
$
401,260
 
Self-storage revenues
   
25,179
   
23,793
 
Self-moving and self-storage products and service sales
   
62,699
   
61,798
 
Property management fees
   
4,596
   
5,168
 
Net investment and interest income
   
6,568
   
4,738
 
Other revenue
   
8,127
   
10,016
 
U-Haul International, Inc. revenue
 
$
514,403
 
$
506,773
 
               
 
During the first quarter of fiscal 2007, self-moving equipment rentals increased $6.0 million, compared with the first quarter of fiscal 2006, primarily due to increases in trailer rentals. New truck additions over the past fifteen months have been largely offset by sales of older trucks.
 
Self-storage revenues increased $1.4 million for the first quarter of fiscal 2007, compared with the first quarter of fiscal 2006. The Company has increased the number of room’s available period over period through the expansion of existing facilities and maintained its occupancy rates.
 
Sales of self-moving and self-storage products and services increased $0.9 million for the first quarter of fiscal 2007, compared with the first quarter of fiscal 2006. Propane and towing accessories have increased period over period. U-Haul is the largest single retail provider of propane and towing accessories in the United States through our Company owned and managed locations. The Company continues to improve its visibility as a provider of propane, moving supplies and towing accessories.
 
Total costs and expenses increased $9.2 million for the first quarter of fiscal 2007, compared with the first quarter of fiscal 2006. This is primarily due to increases in variable expenses related to revenue increases as well as lease and depreciation expenses related to the rotation of the rental fleet. Reductions in maintenance and repair expense were partially offset by the cost of re-imaging portions of the fleet. As a result of the above mentioned changes in revenues and expenses, earnings from operations decreased to $94.1 million in the first quarter of fiscal 2007, compared with $95.8 million in the first quarter of fiscal 2006.

38


 
Republic Western Insurance Company
 
Quarter Ended March 31, 2006 compared with the Quarter Ended March 31, 2005
 
Premium revenues were $5.4 million and $4.8 million for the quarters ended March 31, 2006 and 2005, respectively. U-Haul related premiums were $4.5 million and $3.9 million for the quarters ended March 31, 2005 and 2004, respectively.
 
Net investment income was $2.7 million and $3.5 million for the quarters ended March 31, 2006 and 2005, respectively. The reduction is due primarily to a decrease in our invested asset base combined with lower rates on reinvested assets.
 
Benefits and losses incurred were $4.2 million and $3.5 million for the quarters ended March 31, 2006 and 2005, respectively. The increase is due to an increase in U-Haul related premiums resulting in additional liabilities from reserves added to the discontinued lines.
 
Amortization of deferred acquisition costs were $0.6 million and $0.9 million for the quarters ended March 31, 2006 and 2005, respectively. The decrease is due to decreased premium writings.
 
Operating expenses were $1.6 million and $2.4 million for the quarters ended March 31, 2006 and 2005, respectively. The decrease is primarily due to decreased commissions and administrative expenses.
 
Pretax earnings from operations were $1.7 million and $1.6 million for the quarters ended March 31, 2006 and 2005, respectively.
 
Oxford Life Insurance Company
 
Quarter Ended March 31, 2006 compared with the Quarter Ended March 31, 2005
 
Net premiums were $31.3 million and $30.0 million for the quarters ended March 31, 2006 and 2005, respectively. Increases in annuity and life premiums of $1.6 million and $0.6 million, respectively were largely offset by a decrease of $1.1 million in credit premiums. Annuity premiums increased as a result of additional annuitizations during the period. The increase in life premiums is primarily due to increased sales relating to a newly introduced final expense product. The Company is no longer pursuing credit insurance and further attrition is expected over the next several years. Other income of $1.3 million declined slightly in the current quarter.
 
Net investment income was $5.5 million and $6.7 million for the first quarters of 2006 and 2005, respectively. The decrease was primarily due to a negative variance of $1.5 million in capital gains and losses offset by a slightly higher return on invested assets.
 
Benefits incurred were $24.4 million and $21.9 million for the first quarters of 2006 and 2005, respectively. Annuities, life, Medicare supplement and other health all had increased benefits in the current quarter as compared to the prior year quarter. These increases were partially offset by a decrease of $0.8 million in credit insurance benefits that was due to the net result of decreased exposure and an increased loss ratio. The increase in annuity benefits of $1.6 million resulted from the increase in annuitizations as discussed above. The $0.7 million increase in life benefits resulted from increased sales. The increases in Medicare supplement and other health resulted from higher loss ratios in the current period compared to the prior year period.
 
Amortization of deferred acquisition costs (DAC) and the value of business acquired (VOBA) was $5.0 million and $5.3 million for the first quarters of 2006 and 2005, respectively. These costs are amortized for life and health policies as the premium is earned over the term of the policy; and for deferred annuities in relation to interest spreads. Annuity amortization decreased $0.4 million from 2005 primarily due to reduced surrender activity. Increases in Medicare supplement and life amortization were offset by a decrease in credit amortization.
 
Operating expenses were $6.7 million and $7.4 million for the first quarters of 2006 and 2005, respectively. Non-deferrable commissions decreased $0.7 million from 2005 primarily due to decreases in the credit line of business.
 
Earnings from operations were $2.0 million and $3.4 million for the first quarters of 2006 and 2005, respectively. Excluding the capital gains and losses, earnings from operations were consistent for the first quarters of 2006 and 2005.

39


 
SAC Holding II
 
Quarter Ended June 30, 2006 compared with the Quarter Ended June 30, 2005
 
Listed below are revenues for the major product lines at SAC Holding II for the first quarter of fiscal 2007 and the first quarter of fiscal 2006:
   
Quarter Ended June 30,
 
   
2006
 
2005
 
   
(Unaudited)
 
   
(In thousands)
 
Self-moving equipment rentals
 
$
2,556
 
$
2,488
 
Self-storage revenues
   
4,842
   
4,520
 
Self-moving and self-storage products and service sales
   
4,752
   
4,765
 
Other revenue
   
329
   
286
 
Segment revenue
 
$
12,479
 
$
12,059
 
               
 
Revenues for the first quarter of fiscal 2007 grew $0.4 million, primarily as a result of improved occupancy and pricing.
 
Total costs and expenses were $8.4 million in the first quarter of fiscal 2007, compared with $8.0 million in the first quarter of fiscal 2006.
 
Earnings from operations were $4.1 million in the first quarter of fiscal 2007, compared with $4.1 million in the first quarter of fiscal 2006.

40


 
Liquidity and Capital Resources
 
We believe our current capital structure will allow us to achieve our operational plans and goals, and provide us with sufficient liquidity for the next three to five years. The majority of the debt obligations currently in place mature either at the end of fiscal 2010 or 2015. This allows us to focus on our operations and business to further improve liquidity in the long term. We believe these improvements will enhance our access to capital markets. However, there is no assurance that future cash flows will be sufficient to meet our outstanding obligations or our future capital needs.
 
Our financial condition remains strong. At June 30, 2006, cash and cash equivalents totaled $241.9 million, compared with $155.5 million on March 31, 2006. Total short-term and long-term debts were $1,045.6 million at June 30, 2006, compared with $965.6 million at March 31, 2006, and represented 1.4 times stockholders’ equity for both periods. At June 30, 2006 our cash availability under existing credit facilities was $467.0 million.
 
Cash provided by operating activities improved $98.5 million in the first quarter of fiscal 2007, compared with fiscal 2006. Operating cash flows for the Moving and Storage segment included a $34.2 million interest repayment from SAC Holdings in fiscal 2007, while fiscal 2006 included payments related to the refinancing of debt. The insurance company operating cash flows increased due to fiscal 2006 including Oxford’s $12.8 million lawsuit settlement.
 
Net cash used in investing activities increased $87.4 million in the first quarter of fiscal 2007, compared with fiscal 2006 due primarily to higher capital expenditures in the Moving and Storage segment. Net capital expenditures increased $78.0 million in fiscal 2007 due to planned manufacturing of rental vehicles to rotate our rental fleet. Insurance company investing cash flows decreased $9.8 million as business volume declined.
 
Cash provided by financing activities decreased $100.3 million in the first quarter of fiscal 2007, compared with fiscal 2006. Fiscal 2006 included the Company’s refinancing while fiscal 2007 contained routine financing.
 
Liquidity and Capital Resources and Requirements of Our Operating Segments
 
Moving and Storage
 
To meet the needs of our customers, U-Haul maintains a large fleet of rental equipment. Capital expenditures have primarily reflected new rental equipment acquisitions and the buyouts of existing fleet from TRAC leases. The capital to fund these expenditures has historically been obtained internally from operations and the sale of used equipment, and externally from lease financing. In the future we anticipate that our internally generated funds will be used to service the existing debt and support operations. U-Haul estimates that during the next three fiscal years, at least $340.0 million each year will be reinvested in the truck and trailer rental fleet. This investment will be funded through external lease financing, debt financing and internally from operations and sales of used equipment. Management considers several factors including cost and tax consequences when selecting a method to fund capital expenditures. Because the Company has utilized all of its net operating loss carry forwards, there will be more of a focus on financing the fleet through asset-backed debt. Net capital expenditures were $138.0 million and $60.1 million for the first quarter of fiscal 2007 and 2006, respectively.
 
Real Estate has traditionally financed the acquisition of self-storage properties to support U-Haul's growth through debt financing and funds from operations and sales. U-Haul's growth plan in self-storage is focused on eMove, which does not require significant capital, and in developing several existing locations for use as storage centers. The Company is funding these development projects through construction loans and internally generated funds.
 
Property and Casualty Insurance
 
At March 31, 2006, RepWest had no notes and loans due in less than one year and its accounts payable and accrued expenses were $4.2 million. RepWest financial assets (cash, receivables, short-term investments, other investments, fixed maturities and related party assets) at March 31, 2005, were $429.6 million. State insurance regulations restrict the amount of dividends that can be paid to stockholders of insurance companies. As a result, RepWest’s assets are generally not available to satisfy the claims of AMERCO or its legal subsidiaries.
 
Stockholder’s equity was $137.6 million and $137.4 million at March 31, 2006 and December 31, 2005, respectively. RepWest does not use debt or equity issues to increase capital and therefore has no exposure to capital market conditions.

41


 
Life Insurance
 
As of July 1, 2006, Oxford was due to make $2.0 million of principal payments to AMERCO on an intercompany surplus note issued in 1998, as well as $2.4 million in interest; Oxford had no other notes and loans payable. Oxford’s accounts payable and accrued expenses total approximately $4.6 million. Oxford manages its financial assets to meet policyholder and other obligations including investment contract withdrawals. Oxford’s net withdrawals for the first quarter of fiscal 2007 were $16.6 million. Oxford’s financial assets (cash, receivables, short-term investments, other investments, fixed maturities and related party assets) at March 31, 2006 were approximately $683.5 million. State insurance regulations restrict the amount of dividends that can be paid to stockholders of insurance companies. As a result, Oxford’s funds are generally not available to satisfy the claims of AMERCO or its legal subsidiaries.
 
Oxford’s stockholder’s equity was $126.9 million and $127.3 million as of March 31, 2006, and December 31, 2005, respectively. Increases from earnings were offset by decreases in other comprehensive income.
 
SAC Holding II
 
SAC Holding II operations are funded by various mortgage loans and unsecured notes. SAC Holding II does not utilize revolving lines of credit to finance its operations or acquisitions. Certain of SAC Holding II loan agreements contain restrictive covenants and restrictions on incurring additional subsidiary indebtedness.
 
Cash Provided from Operating Activities by Operating Segments
 
Moving and Storage
 
Cash provided from operating activities were $149.3 million and $62.7 million in the first quarter of fiscal 2007 and 2006, respectively. Fiscal 2007 includes the receipt of $34.2 million in interest due from SAC Holdings. Fiscal 2006 included outflows of $44.0 million related to the refinancing.
 
Property and Casualty Insurance
 
Cash flows used by operating activities were $1.5 million and $5.8 million for the quarters ended March 31, 2006 and 2005, respectively.
 
RepWest’s cash and cash equivalents and short-term investment portfolio were $89.3 million and $106.2 million at March 31, 2006 and December 31, 2005, respectively. This balance includes funds in transition from maturity proceeds to long term investments. This level of liquid assets, combined with budgeted cash flow, is adequate to meet periodic needs. Capital and operating budgets allow RepWest to schedule cash needs in accordance with investment and underwriting proceeds.
 
Life Insurance
 
Cash flows provided (used) by operating activities were $2.0 million and ($6.0) million, for the first quarter of 2006 and 2005, respectively. Included in the operating cash out-flow for the first quarter of 2005 was a $12.8 million litigation settlement, net of a $2.2 million recovery from Oxford’s E&O insurance carrier.
 
In addition to cash flows from operating activities and financing activities, a substantial amount of liquid funds is available through Oxford’s short-term portfolio. At March 31, 2006 and December 31, 2005, short-term investments amounted to $15.8 million and $33.0 million, respectively. Management believes that the overall sources of liquidity will continue to meet foreseeable cash needs.
 
SAC Holding II
 
Cash provided by operating activities at SAC Holding II was $0.4 million and $0.9 million for the first quarter of fiscal 2007 and 2006, respectively.

42


 
Liquidity and Capital Resources-Summary
 
We believe we have the financial resources needed to meet our business requirements including capital expenditures for the investment in and expansion of our rental fleet, rental equipment and storage space, working capital requirements and our preferred stock dividend program.
 
For a more detailed discussion of our long-term debt and borrowing capacity, please see Note 3 “Borrowings” to the “Notes to the Condensed Consolidated Financial Statements.”
 
Disclosures about Contractual Obligations and Commercial Commitments
 
Our estimates as to future contractual obligations have not materially changed as to the disclosure included under the subheading “Contractual Obligations” in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report on Form 10-K for fiscal year ending March 31, 2006, except for the BTMU Rental Truck Amortizing Loan (see Note 3 “Borrowings” to the “Notes to the Condensed Consolidated Financial Statements”).
 
Off Balance Sheet Arrangements
 
The Company uses off-balance sheet arrangements where the economics and sound business principles warrant their use.
 
AMERCO utilizes operating leases for certain equipment and facilities with terms expiring substantially through 2010, with the exception of one land lease expiring in 2034. In the event of a shortfall in proceeds from the sales of the underlying rental equipment assets, AMERCO has guaranteed approximately $195.7 million of residual values at June 30, 2006 for these assets at the end of their respective lease terms. AMERCO has been leasing rental equipment since 1987. Thus far, we have experienced no residual value shortfalls.
 
AMERCO has used off-balance sheet arrangements in connection with the expansion of our self-storage business. The Company currently manages the self-storage properties of SAC Holdings (see Note 8 “Related Party Transactions” to the “Notes to the Condensed Consolidated Financial Statements”).
 
The Company currently manages the self-storage properties owned or leased by SAC Holdings, Mercury, 4 SAC, 5 SAC, Galaxy, and Private Mini pursuant to a standard form of management agreement, under which the Company receives a management fee of between 4% and 10% of the gross receipts plus reimbursement for certain expenses. The Company received management fees, exclusive of expenses, of $4.4 million, and $4.0 million from the above mentioned entities during the first quarter of fiscal 2007 and 2006, respectively. This management fee is consistent with the fee received for other properties the Company previously managed for third parties. SAC Holdings, 4 SAC, 5 SAC, Galaxy and Private Mini are substantially controlled by Blackwater. Mercury is substantially controlled by Mark V. Shoen. James P. Shoen, a significant shareholder and director of AMERCO, has an interest in Mercury.
 
At June 30, 2006, subsidiaries of SAC Holdings, 4 SAC, 5 SAC, Galaxy and Private Mini acted as U-Haul independent dealers. The financial and other terms of the dealership contracts with the aforementioned companies and their subsidiaries are substantially identical to the terms of those with the Company’s other independent dealers. During the first quarter of fiscal 2007 and 2006, the Company paid the above mentioned entities $10.1 million and $9.3 million, respectively in commissions pursuant to such dealership contracts.
 
The Company leases space for marketing company offices, vehicle repair shops and hitch installation centers from subsidiaries of SAC Holdings, 5 SAC and Galaxy. Total lease payments pursuant to such leases were $0.7 million and $0.7 million in the first quarter of fiscal 2007 and 2006, respectively. The terms of the leases are similar to the terms of leases for other properties owned by unrelated parties that are leased to the Company.

43


 
During the first quarter of fiscal 2007 subsidiaries of the Company held various junior unsecured notes of SAC Holdings. Substantially all of the equity interest of SAC Holdings is controlled by Blackwater, wholly-owned by Mark V. Shoen, a significant shareholder and executive officer of AMERCO. The Company does not have an equity ownership interest in SAC Holdings, except for minority investments made by RepWest and Oxford in a SAC Holdings-controlled limited partnership which holds Canadian self-storage properties. The Company recorded interest income of $5.3 million and $5.4 million, and received cash interest payments of $34.2 million and $4.9 million, from SAC Holdings during the first quarter of fiscal 2007 and 2006, respectively. The $34.2 million payment in the first quarter of fiscal 2007 reduced the outstanding interest receivable from SAC Holdings to $21.5 million. The largest aggregate amount of notes receivable outstanding during the first quarter of fiscal 2007 and the aggregate notes receivable balance at June 30, 2006 was $203.7 million, of which $75.1 million is with SAC Holding II and has been eliminated in the consolidating financial statements.
 
These agreements with subsidiaries of SAC Holdings, 4 SAC, 5 SAC, Galaxy and Private Mini, excluding dealer agreements, provided revenue of $9.3 million, expenses of $0.7 million and cash flows of $37.5 million during the first quarter of fiscal 2007. Revenues and commission expenses related to the Dealer Agreements were $46.5 million and $10.1 million, respectively.
 
Fiscal 2007 Outlook
 
 
We have many developments which we believe should positively affect performance in fiscal 2007. We believe the momentum in our Moving and Storage Operations will continue.
 
In fiscal 2007 we are working towards increasing transaction volume, product mix and utilization for self-moving equipment rentals. Investing in our truck fleet is a key initiative to reach this goal. Over the past fifteen months we have placed over 17,400 of our large and mid-size rental trucks in service, along with approximately 4,700 new trailers. We continue to manufacture our mid-size rental trucks and expect to produce approximately 12,000 additional vehicles and 2,500 additional trailers during the next nine months. This investment is expected to increase the number of rentable equipment days available to meet our customer demands and to reduce future spending on repair costs and equipment downtime. In fiscal 2007 we are working towards increasing our storage occupancy at existing sites, adding new eMove Storage Affiliates and building new locations. We believe that additional occupancy gains in our current portfolio of locations can be realized in fiscal 2007.
 
At RepWest, our plans to exit non U-Haul related lines of business are progressing well. Additionally, RepWest will continue to provide loss adjusting and claims handling for U-Haul and underwrite components of the Safemove, Safetow and Safestor protection packages to U-Haul customers.
 
At Oxford, the recent acquisition of DGLIC is expected to increase Medicare supplement premium revenues and expand Oxford’s presence in key markets. Additional direct marketing programs for life and annuity products are underway.

44


 
Cautionary Statements Regarding Forward-Looking Statements
 
This Quarterly Report on Form 10-Q, including the documents incorporated by reference herein, contains “forward-looking statements” regarding future events and our future results. We may make additional written or oral forward-looking statements from time to time in filings with the Securities and Exchange Commission (the “SEC”) or otherwise. We believe such forward-looking statements are within the meaning of the safe-harbor provisions of Section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. Such statements may include, but are not limited to, projections of revenues, earnings or loss; estimates of capital expenditures, plans for future operations, products or services; financing needs and plans; our perceptions of our legal positions and anticipated outcomes of government investigations and pending litigation against us; liquidity; goals and strategies; plans for new business; growth rate assumptions, pricing, costs, and access to capital and leasing markets 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 risks set forth in Item 1A. “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ending March 31, 2006, as well as the following: the Company’s ability to operate pursuant to the terms of its credit facilities; the Company’s ability to maintain contracts that are critical to its 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; fluctuations in our costs to maintain and update our fleet and facilities; our ability to refinance our debt; 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; the 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 SEC. The above factors, the following disclosures, as well as other statements in this report and in the Notes to our Condensed Consolidated Financial Statements, could contribute to or cause such differences, or could cause our 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.

45


 
Item 3. Quantitative and Qualitative Disclosures about Market Risk
 
 
We are exposed to financial market risks, including changes in interest rates and currency exchange rates. To mitigate these risks, we may utilize derivative financial instruments, among other strategies. We do not use derivative financial instruments for speculative purposes. We do not believe that inflation has or will have a unique impact on our operations.
 
  Interest Rate Risk
 
The exposure to market risk for changes in interest rates relates primarily to our variable rate debt obligations. We have used interest rate swap and cap agreements to reduce our exposure to changes in interest rates.
 
Notional Amount
 
 
Effective Date
 
Expiration Date
 
Fixed Rate
 
Floating Rate
                     
$
100,000,000
(a)
 
6/8/2005
 
6/8/2008
 
3.97%
 
3 Month LIBOR
 
100,000,000
(a)
 
6/8/2005
 
6/8/2010
 
4.09%
 
3 Month LIBOR
 
142,264,071
(a), (c)
 
5/10/2006
 
4/10/2012
 
5.06%
 
1 Month LIBOR
 
144,871,327
(a), (c)
 
10/10/2006
 
10/10/2012
 
5.57%
 
1 Month LIBOR
 
49,973,960
(a), (c)
 
7/10/2006
 
7/10/2013
 
5.67%
 
1 Month LIBOR
 
50,000,000
(b)
 
5/17/2004
 
5/17/2007
 
3.00%
 
3 Month LIBOR
                     
 
(a) interest rate swap agreement
           
 
(b) interest rate cap agreement
           
 
(c) forward swap
               
                     
 
As of June 30, 2006, the Company had approximately $516.3 million of variable rate debt obligations. If LIBOR were to increase or decrease 100 basis points, the increase or decrease in interest expense on the variable rate debt would increase or decrease future earnings and cash flows by approximately $5.2 million annually (before consideration of the effect of the above derivative contracts).
 
Additionally, our insurance subsidiaries’ fixed income investment portfolio’s expose the Company to interest rate risk. This interest rate risk is the price sensitivity of a fixed income security to change in interest rates. As part of our insurance companies’ asset and liability management, actuaries estimate the cash flow patterns of our existing liabilities to determine their duration. These outcomes are compared to the characteristics of the assets that are currently supporting these liabilities assisting management in determining an asset allocation strategy for future investments that management believes will mitigate the overall effect of interest rates.
 
Foreign Currency Exchange Rate Risk
 
The exposure to market risk for changes in foreign currency exchange rates relates primarily to our Canadian business. Approximately 2.5% and 2.6% of our revenue in the first quarter of fiscal 2007 and 2006, respectively, is generated in Canada. The result of a 10.0% change in the value of the U.S. dollar relative to the Canadian dollar would not be material. We typically do not hedge any foreign currency risk since the exposure is not considered material.
 
 

46


 
Item 4. Controls and Procedures
 
 
Attached as exhibits to this Form 10-Q are certifications of the registrants’ Chief Executive Officer (CEO), Chief Accounting Officer (CAO) and Chief Financial Officer (CFO), which are required in accordance with Rule 13a-14 of the Securities Exchange Act of 1934, as amended (the Exchange Act). This "Controls and Procedures" section includes information concerning the controls and controls evaluation referred to in the certifications and it should be read in conjunction with the certifications for a more complete understanding of the topics presented in Evaluation of Disclosure Controls and Procedures.
 
Evaluation of Disclosure Controls and Procedures
 
The Company’s management, with the participation of the CEO, CAO, and CFO, conducted an evaluation of the effectiveness of the design and operation of the Company’s "disclosure controls and procedures" (as such term is defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) (Disclosure Controls) as of the end of the period covered by this Form 10-Q. Our Disclosure Controls are designed to reasonably assure that information required to be disclosed in our reports filed under the Exchange Act, such as this Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Our disclosure Controls are also designed to reasonably assure that such information is accumulated and communicated to our management, including the CEO, CAO and CFO, as appropriate to allow timely decisions regarding required disclosure. Based upon the controls evaluation, our CEO, CAO and CFO have concluded that as of the end of the period covered by this Form 10-Q, our Disclosure Controls were effective.
 
Inherent Limitations on the Effectiveness of Controls
 
The Company's management, including the CEO, CAO and CFO, does not expect that our Disclosure Controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
 
Changes in Internal Control over Financial Reporting
 
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

47


PART II. OTHER INFORMATION
 
 
Item 1.  Legal Proceedings
 
Information regarding our legal proceedings can be found under Note 7 “Contingencies” to the “Notes to the Condensed Consolidated Financial Statements”.
 
Item 1A. Risk Factors
 
We refer you to documents filed by us with the SEC, specifically “Item 1A. Risk Factors” of our most recent annual report on Form 10-K for the year ending March 31, 2006, which identify important risk factors that could materially affect our business, financial condition and future results. We also refer you to the factors and cautionary language set forth in the section entitled “Cautionary Statements Regarding Forward-Looking Statements” in Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) of this quarterly report on Form 10-Q. MD&A and the consolidated financial statements and related notes should be read in conjunction with such risks and other factors for a full understanding of our operations and financial conditions. The risks described in our Form 10-K and herein are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

 
Below we set forth material updates to the risk factors contained in “Item 1A. Risk Factors” of our most recent Form 10-K:
 
We are controlled by a small contingent of stockholders.
 
As of June 30, 2006, 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 are beneficial owners of 8,967,665 shares (approximately 42.1%) of the outstanding common shares of AMERCO. In addition, on June 30, 2006, Edward J. Shoen, James P. Shoen, Mark V. Shoen, Rosemarie T. Donovan (Trustee of the Shoen Irrevocable Trusts) and Southwest Fiduciary, Inc. (Trustee of the Irrevocable “C” Trusts) (collectively, Reporting Persons) entered into a Stockholder Agreement in which the Reporting Persons agreed to vote as one block in a manner consistent with the Stockholder Agreement and in furtherance of their interests. Pursuant to the Stockholder Agreement, the Reporting Persons appointed James P. Shoen as proxy to vote their collective 10,642,388 shares (approximately 50.0004%) of the Company’s common stock as provided for in the agreement. For additional information, see the Schedule 13D filed on July 13, 2006 with the SEC.
 
As a result of their stock ownership and the Stockholder Agreement, Edward J. Shoen, Mark V. Shoen and James P. Shoen will be in a position to significantly influence the business affairs and policies of the Company, including the approval of significant transactions, the election of the members of the Board of Directors and other matters submitted to our stockholders. There can be no assurance that the interests of the Reporting Persons will not conflict with the interest of our other stockholders. Furthermore, as a result of the Reporting Persons’ voting power, the Company is a “controlled company” as defined in the Nasdaq listing rules and, therefore, may avail itself of certain exemptions under Nasdaq Marketplace Rules, including rules that require the Company to have (i) a majority of independent directors on the Board; (ii) a compensation committee composed solely of independent directors; (iii) a nominating committee composed solely of independent directors; (iv) compensation of our executive officers determined by a majority of the independent directors or a compensation committee composed solely of independent directors; and (v) director nominees selected, or recommended for the Board’s selection, either by a majority of the independent directors or a nominating committee composed solely of independent directors.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
Not applicable.
 
Item 3. Defaults upon Senior Securities
 
Not applicable.
 
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 first quarter of the fiscal year covered by this report, through the solicitation or proxies or otherwise.
 

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Item 5. Other Information
 
Not applicable.
 
Item 6. Exhibits
 
The following documents are filed as part of this report:
Exhibit Number
 
Description
 
Page or Method of Filing
2.1
Joint Plan of Reorganization of AMERCO and Amerco Real Estate Company
Incorporated by reference to AMERCO’s Current Report on Form 8-K filed October 20, 2003, file no. 1-11255
2.2
Disclosure Statement Concerning the Debtors’ Joint Plan of Reorganization
Incorporated by reference to AMERCO’s Current Report on Form 8-K filed October 20, 2003, file no. 1-11255
2.3
Amended Joint Plan of Reorganization of AMERCO and Amerco Real Estate Company
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2003, file No. 1-11255
2.4
Disclosure Statement Concerning the Debtor’s First Amended Joint Plan of Reorganization
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2003, file No. 1-11255
3.1
Restated Articles of Incorporation of AMERCO
Incorporated by reference to AMERCO’s Registration Statement on form S-4 filed March 30, 2004, file number 1-11255
3.2
Restated By-Laws of AMERCO
Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1996, file No. 1-11255
3.3
Restated Articles of Incorporation of U-Haul International, Inc.
Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2003, file no. 1-11255
3.4
Bylaws of U-Haul International, Inc.
Incorporated by reference to AMERCO’s Annual Report on Form 10-K for the year ended March 31, 2003, file no. 1-11255
10.1
Stockholder Agreement dated June 30, 2006 between Edward J. Shoen, James P. Shoen, Mark V. Shoen, Rosemarie T. Donovan, as Trustee, and Southwest Fiduciary, Inc., as Trustee
Incorporated by reference to Exhibit 99.2 filed with the Schedule 13-D filed on July 13, 2006, file number 5-39669
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.
Filed herewith
31.2
Rule 13a-14(a)/15d-14(a) Certificate of Jason A. Berg, Chief Accounting Officer of AMERCO
Filed herewith
31.3
Rule 13a-14(a)/15d-14(a) Certificate of Robert T. Peterson, Chief Financial Officer of U-Haul International, Inc.
Filed herewith
32.1
Certificate of Edward J. Shoen, President and Chairman of the Board of AMERCO and U-Haul International, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Furnished herewith
32.2
Certificate of Jason A. Berg, Chief Accounting Officer of AMERCO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Furnished herewith
32.3
Certificate of Robert T. Peterson, Chief Financial Officer of U-Haul International, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Furnished herewith



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SIGNATURES


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

 
AMERCO


Date: August 8, 2006         /s/ Edward J. Shoen  
Edward J. Shoen
President and Chairman of the Board
(Duly Authorized Officer)


Date: August 8, 2006          /s/ Jason A. Berg   
Jason A. Berg
Chief Accounting Officer
(Principal Accounting Officer)


U-HAUL INTERNATIONAL, INC.

Date: August 8, 2006         /s/ Edward J. Shoen  
Edward J. Shoen
President and Chairman of the Board
(Duly Authorized Officer)


Date: August 8, 2006         /s/ Robert T. Peterson  
Robert T. Peterson
Chief Financial Officer
(Principal Financial Officer)
 
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