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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Mark One)

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2002

OR

( )  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________


         
Commission   Registrant, State of Incorporation,   I.R.S. Employer
File Number   Address and Telephone Number   Identification No.

       
         
1-11255   AMERCO   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 (X)  No ( ) .

20,566,308 shares of AMERCO Common Stock, $0.25 par value were outstanding at August 16, 2002.

5,385 shares of U-Haul International, Inc. Common Stock, $0.01 par value, were outstanding at August 12, 2002. U-Haul International, Inc. meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format.

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TABLE OF CONTENTS

ITEM 1. FINANCIAL STATEMENTS
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL                      CONDITION AND RESULTS OF OPERATIONS
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
Index of Exhibits
EX-99.1
EX-99.2
EX-99.3
EX-99.4


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EXPLANATORY NOTE

         This Amendment No. 1 to Form 10-Q (“Amendment No. 1”) is being filed for the purpose of amending certain financial statement disclosures in the Quarterly Report on Form 10-Q for the Registrants’ quarter ended June 30, 2002 originally filed on August 19, 2002 (the “Original Filing”). In particular, the financial statements contained in the Original Filing are being amended to reflect the reclassification of interest income and expense to properly reflect elimination entries. The reclassification will have no effect on the financial position or results of operations as of and for the quarters ended June 30, 2001 or 2002.

         This report continues to speak as of the date of the Original Filing, and we have not updated the disclosures in this report to speak as of a later date. All information contained in this report and the Original Filing is subject to updating and supplementing as provided in our periodic reports filed with the Securities and Exchange Commission.


Table of Contents

TABLE OF CONTENTS

                 
PART I.  
FINANCIAL INFORMATION
       
Item 1.  
Financial Statements
       
       
a) Condensed Consolidated Balance Sheets as of June 30, 2002 (unaudited) and March 31, 2002
    3  
       
b) Condensed Consolidated Statements of Earnings for the Quarters ended June 30, 2002 and 2001 (unaudited)
    5  
       
c) Condensed Consolidated Statements of Comprehensive Income for the Quarters ended June 30, 2002 and 2001 (unaudited)
    6  
       
d) Condensed Consolidated Statements of Cash Flows for the Quarters ended June 30, 2002 and 2001 (unaudited)
    7  
       
e) Notes to Condensed Consolidated Financial Statements - June 30, 2002 (unaudited), March 31, 2002 and June 30, 2001 (unaudited)
    8  
Item 2.  
Management’s Discussion and Analysis of Financial Condition
       
       
and Results of Operations
    16  
Item 3.  
Quantitative and Qualitative Disclosures About Market Risk
    22  
PART II.  
OTHER INFORMATION
       
Item 1.  
Legal Proceedings
    23  
Item 6.  
Exhibits and Reports on Form 8-K
    24  

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

Condensed Consolidated Balance Sheets

                   
      June 30,   March 31,
Assets   2002   2002

 
 
      (Unaudited)        
              (in thousands)
Cash and cash equivalents
  $ 38,204       47,651  
Inventories, net
    66,075       76,519  
Prepaid expenses
    35,988       31,069  
Investments, fixed maturities
    968,430       994,875  
Investments, other
    255,438       250,458  
Other assets
    456,899       457,980  
 
   
     
 
 
    1,821,034       1,858,552  
 
   
     
 
Property, plant and equipment, at cost:
               
 
Buildings and improvements
    1,173,582       1,161,918  
 
Rental trucks
    1,111,053       1,071,604  
 
Other property, plant, and equipment
    892,701       892,563  
 
   
     
 
 
    3,177,336       3,126,085  
 
Less accumulated depreciation
    (1,235,435 )     (1,211,182 )
 
   
     
 
Total property, plant and equipment
    1,941,901       1,914,903  
 
   
     
 
Total Assets
  $ 3,762,935       3,773,455  
 
   
     
 

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

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AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

Condensed Consolidated Balance Sheets, Continued

                       
Liabilities and   June 30,   March 31,
Stockholders’ Equity   2002   2002

 
 
          (Unaudited)        
          (in thousands)
Liabilities:
               
 
AMERCO’s notes and loans payable
  $ 898,517       1,045,802  
 
SAC Holdings’ notes and loans payable
    588,648       557,761  
 
Policy benefits and losses, claims and loss expenses payable
    735,834       729,343  
 
Liabilities from premium deposits
    590,523       572,793  
 
Other liabilities
    420,673       368,650  
 
   
     
 
     
Total liabilities
    3,234,195       3,274,349  
Contingent liabilities and commitments
               
Stockholders’ equity:
               
 
Serial preferred stock -
           
 
Series A preferred stock
               
   
Series B preferred stock
           
 
Serial common stock -
    1,441       1,441  
 
Series A common stock
               
 
Common stock
    9,122       9,122  
 
Additional paid-in capital
    263,045       267,712  
 
Accumulated other comprehensive income
    (34,687 )     (32,384 )
 
Retained earnings
    755,037       716,614  
 
Cost of common shares in treasury, net
    (450,982 )     (449,247 )
 
Unearned ESOP shares
    (14,236 )     (14,152 )
 
   
     
 
     
Total stockholders’ equity
    528,740       499,106  
 
   
     
 
Total Liabilities and Stockholders’ Equity
  $ 3,762,935       3,773,455  
 
   
     
 

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

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AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

Condensed Consolidated Statements of Earnings

Quarters ended June 30,
(Unaudited)

                     
        2002   2001
       
 
        (in thousands, except
        share and per share data)
       
Revenues
           
 
Rental revenue
    375,854       356,440  
 
Net sales
    68,188       68,789  
 
Premiums
    87,550       100,330  
 
Net investment and interest income
    13,765       15,095  
 
   
     
 
   
Total revenues
    545,357       540,654  
Costs and expenses
           
 
Operating expenses
  262,786       265,548  
 
Cost of sales
    33,303       36,440  
 
Benefits and losses
    76,418       91,432  
 
Amortization of deferred policy acquisition costs
    10,328       9,794  
 
Lease expense
    40,823       46,641  
 
Depreciation, net
    32,084       32,545  
 
   
     
 
   
Total costs and expenses
    455,742       482,400  
Earnings from operations
    89,615       58,254  
 
Interest expense
    26,932       25,509  
 
   
     
 
Pretax earnings
    62,683       32,745  
Income tax expense
    (22,144 )     (11,844 )
 
   
     
 
   
Net earnings
  $ 40,539       20,901  
   
Less: preferred stock dividends
    (3,241 )     (3,241 )
 
   
     
 
Basic and diluted earnings available to common share holders:
    37,298       17,660  
 
   
     
 
Basic and diluted earnings per common share:
  $ 1.81       0.83  
 
   
     
 
Basic and diluted average common shares outstanding:
    20,592,858       21,280,361  
 
   
     
 

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

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AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income

Quarters ended June 30,
(Unaudited)

                     
        2002   2001
       
 
        (in thousands)
Comprehensive income:
               
Net earnings
  $ 40,539       20,901  
 
Changes in other comprehensive income:
               
   
Foreign currency translation
    1,035       1,497  
   
Fair market value of cash flow hedge
            357    
   
Unrealized gain (loss)on investments
    (3,338 )     8,789  
 
   
     
 
   
Total comprehensive income
  $ 38,236       31,544  
 
   
     
 

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

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AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

Quarters ended June 30,
(Unaudited)

                     
        2002   2001
       
 
        (in thousands)
Net cash provided by operating activities
  $ 100,347       54,107  
Cash flows from investing activities:
               
 
Purchases of investments:
               
   
Property, plant and equipment
    (70,755 )     (106,484 )
   
Fixed maturities
    (60,986 )     (18,652 )
   
Real estate
Mortgage loans
    (561 )     (561 )
 
Proceeds from sale of investments:
               
   
Property, plant and equipment
    16,688       13,887  
   
Fixed maturities
    70,324       31,696  
   
Mortgage loans
          3,817  
 
Changes in other investments
    6,405       4,806  
 
   
     
 
Net cash used by investing activities
    (38,885 )     (71,491 )
 
   
     
 
Cash flows from financing activities:
               
   
Net change in short-term borrowings
    17,015       (13,578 )
   
Principal payments on notes
    (129,539 )     23,731  
   
Investment contract deposits
    36,628       37,477  
   
Investment contract withdrawals
    (19,211 )     (35,713 )
   
Proceeds from minority interest
Changes in other financing activities
    24,188       (3,244 )
 
   
     
 
Net cash provided (used) by financing activities
    (70,919 )     8,673  
 
   
     
 
Decrease in cash and cash equivalents
    (9,457 )     (8,711 )
Cash and cash equivalents at beginning of period
    47,661       52,788  
 
   
     
 
Cash and cash equivalents at end of period
  $ 38,204       44,077  
 
   
     
 

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

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AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

June 30, 2002, March 31, 2002 and June 30, 2001
(Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

         AMERCO, a Nevada corporation (AMERCO), is the holding company for U-Haul International, Inc. (U-Haul), which conducts moving and storage operations; Amerco Real Estate Company (Real Estate), which conducts real estate operations; Republic Western Insurance Company (RepWest), which conducts property and casualty insurance operations; and Oxford Life Insurance Company (Oxford), which conducts life insurance operations.

         SAC Holdings Corporation (SAC Holdings), a Nevada corporation, is owned by Mark V. Shoen. Mark V. Shoen is the beneficial owner of 15.6% of AMERCO’s common stock and is an executive officer of U-Haul.

PRINCIPLES OF CONSOLIDATION

         The condensed consolidated financial statements presented here include the accounts of AMERCO and its wholly-owned subsidiaries and SAC Holdings and its consolidated subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. AMERCO does not have any ownership interest in SAC Holdings or its subsidiaries, except for investments made by RepWest and Oxford in a SAC Holdings-controlled limited partnership which holds Canadian self-storage properties. The condensed consolidated financial statements and notes are presented as permitted by Form 10-Q and do not contain certain information included in AMERCO’s annual financial statements and notes. For a more detailed breakout of the accounts of AMERCO, refer to AMERCO’s Form 10-K.

         The condensed consolidated balance sheet as of June 30, 2002 and the related condensed consolidated statements of earnings, comprehensive income, and cash flows for the quarters ended June 30, 2002 and 2001 are unaudited. In our opinion, all adjustments necessary for a fair presentation of such condensed consolidated financial statements have been included. Such adjustments consisted only of normal recurring items. Interim results are not necessarily indicative of results for a full year.

         The accounts of AMERCO and SAC Holdings are consolidated due to SAC’s majority owner not qualifying as an independent third party to AMERCO and not maintaining a substantive residual equity capital investment, exclusive of unrealized appreciation of real estate held by SAC Holdings subsidiaries, in the SAC Holdings during the entire holding period.

         The operating results and financial position of RepWest and Oxford have been consolidated on the basis of a calendar year and, accordingly, are determined on a one quarter lag for financial reporting purposes. There were no effects related to intervening events, which would materially affect the consolidated financial position or results of operations for the financial statements presented herein.

         Certain reclassifications have been made to the financial statements for the quarter ended June 30, 2001 to conform with the current year’s presentation.

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AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)

2. INVESTMENTS

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

                                   
March 31, 2002           Gross   Gross   Estimated
Consolidated   Amortized   unrealized   unrealized   market
Held-to-Maturity   cost   gains   losses   value 

 
 
 
 
              (in thousands)        
 
                               
 
U.S. treasury securities and government obligations
  $ 3,223       170             3,393  
 
U.S. government agency mortgage- backed securities
    7,375       254       (1 )     7,628  
 
Corporate securities
    38,416       587       (749 )     38,254  
 
Mortgage-backed securities
    22,097       634       (32 )     22,699  
 
Redeemable preferred stocks
    106,323       323       (2,728 )     103,918  
 
   
     
     
     
 
 
    177,434       1,968       (3,510 )     175,892  
 
   
     
     
     
 
                                     
March 31, 2002           Gross   Gross   Estimated
Consolidated   Amortized   unrealized   unrealized   market
Available-for-Sale   cost   gains   losses   value 

 
 
 
 
                        (in thousands)        
 
                               
 
U.S. treasury securities and government obligations
  $ 40,100       1,702       (363 )     41,439  
 
U.S. government agency mortgage- backed securities
    19,655       616       (14 )     20,257  
 
Obligations of states and political subdivisions
    6,595       233       (7 )     6,821  
 
Corporate securities
    668,592       19,106       (23,576 )     664,122  
 
Mortgage-backed securities
    27,336       2,244       (152 )     29,428  
 
Redeemable preferred stocks
    27,415       966       (836 )     27,545  
 
Redeemable common stocks
    2,060             (676 )     1,384  
 
   
     
     
     
 
 
    791,753       24,867       (25,624 )     790,996  
 
   
     
     
     
 
   
Total
  $ 969,187       26,835       (29,134 )     966,888  
 
   
     
     
     
 

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AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)

3. SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF INSURANCE SUBSIDIARIES

         Summarized condensed consolidated balance sheets for RepWest are presented below:

                       
          March 31,
         
          2002   2001
         
 
          (in thousands)
Investments, fixed maturities
  $ 338,489       409,210  
Receivables
    243,033       210,051  
Due from affiliate
    105,295       51,361  
Other assets
    129,368       71,169  
 
   
     
 
 
Total assets
  $ 816,185       741,791  
 
   
     
 
Policy liabilities and accruals
  $ 474,052       384,635  
Unearned premiums
    84,242       106,203  
Other policyholders’ funds and liabilities
    47,323       58,539  
 
   
     
 
 
Total liabilities
    605,617       549,377  
Stockholder’s equity
    210,568       192,414  
 
   
     
 
 
Total liabilities and stockholder’s equity
  $ 816,185       741,791  
 
   
     
 

         Summarized condensed consolidated income statements for RepWest are presented below:

                     
        Quarters ended
        March 31,
       
        2002   2001
       
 
        (in thousands)
Premiums
  $ 46,609       62,178  
Net investment income
    7,568       8,416  
 
   
     
 
 
Total revenue
    54,177       70,594  
Benefits and losses
    45,647       60,267  
Amortization of deferred policy acquisition costs
    5,303       5,040  
Operating expenses
    6,014       10,870  
 
   
     
 
 
Total expenses
  56,964       76,177  
Loss from operations
    (2,787 )     (5,583 )
Income tax benefit
    1,005       1,979  
 
   
     
 
 
Net loss
  $ (1,782 )     (3,604 )
 
   
     
 

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AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)

         3.     SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF INSURANCE SUBSIDIARIES, continued

         Summarized condensed consolidated balance sheets for Oxford are presented below:

                         
            March 31,
           
            2002   2001
           
 
            (in thousands)
Investments, fixed maturities
  $ 629,941       541,450  
Investments, other
    171,536       190,048  
Receivables
    35,164       28,200  
Deferred policy acquisition costs
    89,005       81,231  
Due from affiliate
    (10,878 )     (10,079 )
Other assets
    5,192       16,189  
 
   
     
 
   
Total assets
  $ 919,960       847,039  
 
   
     
 
Policy liabilities and accruals
  $ 177,540       183,936  
Premium deposits
    590,523       523,772  
Other policyholders’ funds and liabilities
    20,242       18,522  
Deferred federal income taxes
    8,733       14,423  
 
   
     
 
 
Total liabilities
    797,038       740,653  
Stockholder’s equity
    122,922       106,386  
 
   
     
 
     
Total liabilities and
               
       
stockholder’s equity
  $ 919,960       847,039  
 
   
     
 

         Summarized condensed consolidated income statements for Oxford are presented below:

                       
          Quarters ended
          March 31,
         
          2002   2001
         
 
          (in thousands)
Premiums
  $ 39,658       39,633  
Net investment income
    5,331       6,208  
 
   
     
 
   
Total revenue
    44,989       45,841  
Benefits and losses
    30,771       31,165  
Amortization of deferred policy acquisition costs
    5,025       4,754  
Operating expenses
    8,311       7,239  
 
   
     
 
 
Total expenses
    44,107       43,158  
Income from operations
    882       2,683  
Income tax expense
    (304 )     (960 )
 
   
     
 
     
Net income
  $ 578       1,723  
 
   
     
 

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AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)

4. CONTINGENT LIABILITIES AND COMMITMENTS

         During the quarter ended June 30, 2002, a subsidiary of U-Haul entered into a transaction whereby the subsidiary sold rental trucks and trailers to an unrelated third party, which were subsequently leased back. AMERCO has guaranteed $2,075,000 of residual values at June 30, 2002 for these assets at the end of the respective lease terms. Following are the lease commitments for the leases executed during the quarter ended June 30, 2002, and after quarter end which have a term of more than one year:

         
Year ending     Lease
March 31,     Commitments

   
(in thousands)
         
2003
  $ 619
2004
    825
2005
    825
2006
    825
2007
    825
Thereafter
    2,683
 
   
 
  $ 6,602
 
   

         In the normal course of business, AMERCO is a defendant in a number of suits and claims. AMERCO is also a party to several administrative proceedings arising from state and local provisions that regulate the removal and/or clean-up of underground fuel storage tanks. In our opinion, none of such 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. Under this program, over 3,000 tanks have been removed at a cost of $43.7 million.

         A subsidiary of U-Haul, INW Company (INW), owns one property located within two different state hazardous substance sites in the State of Washington. The sites are referred to as the “Yakima Valley Spray Site” and the Yakima Railroad Area.” INW has been named a a “potentially liable party” under state law with respect to this property as it relates to both sites. As a result of the cleanup costs of approximately $5.5 to $10.0 million required by the State of Washington, INW filed for reorganization under federal bankruptcy laws in May of 2001. The potential liability to INW could be in the range of $2.0 million to $5.5 million.

         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.

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5. SUPPLEMENTAL CASH FLOWS INFORMATION

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

                 
    Quarters ended
    June 30,
   
    2002   2001
   
 
    (in thousands)
Receivables
  $ (4,197 )     (15,178 )
 
   
     
 
Inventories
  $ 10,444       5,338  
 
   
     
 
Accounts payable and accrued expenses
  $ 32,881       (16,520 )
 
   
     
 

         Income taxes paid in cash amounted to $0 and $78,000 for the quarters ended June 30, 2002 and 2001, respectively.

         Interest paid in cash amounted to $31,782,000 and $26,273,000 for the quarters ended June 30, 2002 and 2001, respectively.

6. EARNINGS PER SHARE OF AMERCO

         The following table reflects the calculation of earnings per share:

                               
                  Weighted Average        
                  Common Shares        
          Income   Outstanding   Per Share
          (Numerator)   (Denominator)   Amount 
         
 
 
          (in thousands, except
          share and per share data)
Quarter ended June 30, 2002:
                       
 
Net earnings
  $ 40,539                  
 
Less: preferred stock dividends
    3,241                  
 
   
                 
 
Basic and diluted earnings
                       
     
per common share
    37,298       20,592,858     $ 1.81  
 
   
     
     
 
Quarter ended June 30, 2001:
                       
 
Net earnings
  $ 20,901                  
 
Less: preferred stock dividends
    3,241                  
 
   
                 
 
Basic and diluted earnings
                       
   
per common share
    17,660       21,280,361     $ 0.83  
 
   
     
     
 

7. NEW ACCOUNTING STANDARDS

         In July 2002, the Financial Accounting Standards Board (“FASB”) issued Statements of Financial Accounting Standards No. 141 (SFAS 141), “Business Combinations”, and No. 142 (SFAS 142), “Goodwill and Other Intangible Assets”.

         SFAS 141 supercedes Accounting Principles Board Opinion No. 16 (APB 16), “Business Combinations”. The most significant changes made by SFAS 141 are: (1) requiring that the purchase method of accounting be used for all business combinations initiated after June 30, 2001, (2) establishing specific criteria for the recognition of intangible assets separately from goodwill, and (3) requiring unallocated negative goodwill to be written off immediately as an extraordinary gain (instead of being deferred and amortized).

         SFAS 142 supercedes APB 17, “Intangible Assets”. SFAS 142 primarily addresses the accounting for goodwill and intangible assets subsequent to their acquisition (i.e., the post-acquisition accounting). The provisions of SFAS 142 will be effective for fiscal years beginning after December 15, 2002. The most significant changes made by SFAS 142 are: (1) goodwill and indefinite lived intangible assets will no longer be amortized, (2) goodwill will be tested for impairment at least annually at the reporting unit level, (3) intangible assets deemed to have an indefinite life will be tested for impairment at least annually, and (4) the amortization period of intangible assets with finite lives will no longer be limited to forty years.

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         SFAS No. 141 and 142 did not affect the consolidated financial position or results of operations.

         SFAS No. 143, Accounting for Asset Retirement Obligations, requires recognition of the fair value of liabilities associated with the retirement of long-lived assets when a legal obligation to incur such costs arises as a result of the acquisition, construction, development and/or the normal operation of a long-lived asset. Upon recognition of the liability, a corresponding asset is recorded at present value and accreted over the life of the asset and depreciated over the remaining life of the long-lived asset. The Statement defines a legal obligation as one that a party is required to settle as a result of an existing or enacted law, statute, ordinance, or written or oral contract or by legal construction of a contract under the doctrine of promissory estoppel. SFAS 143 is effective for fiscal years beginning after June 15, 2002. We have not yet determined the effects of adopting this Statement on our financial position or results of operations.

         In October 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. SFASB 144 requires that those long-lived assets be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or in discontinued operations. Therefore, discontinued operations will no longer be measured at net realizable value or include amounts for operating losses that have not yet occurred. SFASB 144 is effective for financial statements issued for fiscal years beginning after December 15, 2001 and, generally, are to be applied prospectively. Management has adopted this Statement effective April 1, 2002 and it did not affect the consolidated financial position or results of operations.

         In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No.13, and Technical Corrections. This statement eliminates the current requirement that gains and losses on debt extinguishment must be classified as extraordinary items in the income statement. Instead, such gains and losses will be classified as extraordinary items only if they are deemed to be unusual and infrequent, in accordance with the current GAAP criteria for extraordinary classification. In addition, SFAS 145 eliminates an inconsistency in lease accounting by requiring that modifications of capital leases that result in reclassification as operating leases be accounted for consistent with sale-leaseback accounting rules. The statement also contains other nonsubstantive corrections to authoritative accounting literature. The changes related to debt extinguishment will be effective for fiscal years beginning after May 15, 2002, and the changes related to lease accounting will be effective for transactions occurring after May 15, 2002. Management has not yet determined the effects of adopting this Statement on the financial position or results of operations, except for the need to reclassify debt extinguishments previously reported as extraordinary.

         In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, which addresses accounting for restructuring and similar costs. SFAS No. 146 supersedes previous accounting guidance, principally Emerging Issues Task Force (EITF) Issue No. 94-3. SFAS No. 146 requires that the liability for costs associated with an exit or disposal activity be recognized when the liability is incurred. Under EITF No. 94-3, a liability for an exit cost was recognized at the date of a company’s commitment to an exit plan. SFAS No. 146 also establishes that the liability should initially be measured and recorded at fair value. Accordingly, SFAS No. 146 may affect the timing of recognizing future restructuring costs as well as the amount recognized. The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002. The Company intends to adopt the Statement at that time.

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AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)

8. INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA

         Information concerning operations by industry segment follows:

                                                   
      Moving and           Property/           Adjustments   AMERCO
      Storage   Real   Casualty   Life   and   and
      Operations   Estate   Insurance   Insurance   Eliminations   SAC Holdings
     
 
 
 
 
 
      (in thousands)
Quarter ended
June 30, 2002
                                               
Revenues:
                                               
 
Outside
  $ 445,323       2,482       53,013       44,539             545,357  
 
Intersegment
          15,695       1,164       450       (17,309 )      
 
 
   
     
     
     
     
     
 
 
Total revenues
  $ 445,323       18,177       54,177       44,989       (17,309 )     545,357  
Depreciation/ amortization
  $ 30,329       2,151       5,553       5,770             43,803  
Interest expense
  $ 26,932       5,303                   (5,303 )     26,932  
Pretax earnings (loss)
  $ 55,219       9,369       (2,787 )     882             62,683  
Income tax benefit (expense)
  $ (19,566 )     (3,279 )     1,005       (304 )           (22,144 )
Identifiable assets
  $ 1,881,536       597,118       816,185       919,960       (451,864 )     3,762,935  
Quarter ended
June 30, 2001
                                               
Revenues:
                                               
 
Outside
  $ 423,285       2,415       69,485       45,469             540,654  
 
Intersegment
          17,329       1,109       372       (18,810 )      
 
 
   
     
     
     
     
     
 
 
Total revenues
  $ 423,285       19,744       70,594       45,841       (18,810 )     540,654  
Depreciation/ amortization
  $ 32,234       2,815       5,286       4,794             45,129  
Interest expense
  $ 25,509       10,207                   (10,207 )     25,509  
Pretax earnings (loss)
  $ 31,037       4,608       (5,583 )     2,683             32,745  
Income tax benefit (expense)
  $ (11,250 )     (1,613 )     1,979       (960 )           (11,844 )
Identifiable assets
  $ 1,744,325       713,085       741,791       847,039       (362,998 )     3,683,242  

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AMERCO AND CONSOLIDATED SUBSIDIARIES AND
SAC HOLDING CORPORATIONS AND CONSOLIDATED SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements, Continued
(Unaudited)

8. INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA, continued

                         
                    TOTAL
Geographic Area Data                   AMERCO
      (All amounts are in U.S. $'s)   United           and
    States   Canada   SAC Holdings
   
 
 
    (in thousands)
Quarter ended
June 30, 2002
                       
Total revenues
  $ 529,965       15,392       545,357  
Depreciation/amortization
  $ 42,473       1,330       43,803  
Interest expense
  $ 25,794       1,138       26,932  
Pretax earnings
  $ 59,709       2,974       62,683  
Income tax expense
  $ (22,144 )             (22,144 )
Identifiable assets
  $ 3,637,280       125,655       3,762,935  
Quarter ended
June 30, 2001
                       
Total revenues
  $ 526,263       14,391       540,654  
Depreciation/amortization
  $ 43,920       1,209       45,129  
Interest expense
  $ 24,436       1,073       25,509  
Pretax earnings
  $ 29,708       3,037       32,745  
Income tax expense
  $ (11,844 )             (11,844 )
Identifiable assets
  $ 3,567,013       116,229       3,683,242  

9. SUBSEQUENT EVENTS OF AMERCO

         On August 6, 2002, AMERCO declared a cash dividend of $3,241,000 ($0.53125 per preferred share) to preferred stockholders of record as of August 16, 2002.

10. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Information regarding certain relationships and related transactions of management is set forth in the captions “Certain Relationships and Related Transactions” in the 2002 Proxy Statement, which information is incorporated herein by reference.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

         This Quarterly Report on Form 10-Q contains forward-looking statements. We may make additional written or oral forward-looking statements from time to time in filings with the Securities and Exchange Commission or otherwise. We believe such forward-looking statements are within the meaning of the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements may include, but are not limited to, projections of revenues, income or loss, estimates of capital expenditures, plans for future operations, products or services, financing needs or plans, and liquidity as well as assumptions relating to the foregoing. The words “believe”, “expect”, “anticipate”, “estimate”, “project” and similar expressions identify forward-looking statements, which speak only as of the date the statement was made. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Future events and actual results could differ materially from those set forth in, contemplated by or underlying the forward-looking statements. Some of the important factors that could cause our actual results, performance or financial condition to differ materially from our expectations are: fluctuations in our costs to maintain and update our fleet and facilities; changes in government regulations, particularly environmental regulations; 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; changes in accounting standards; and other factors described in this Quarterly Report on Form 10-Q or the other documents we file with the Securities and Exchange Commission. The above factors, the following disclosures, as well as other statements in this report and in the Notes to Consolidated Financial Statements, could contribute to or cause such differences, or could cause AMERCO’s stock price to fluctuate dramatically.

GENERAL

         Information on industry segments is incorporated by reference from — Notes 1, 3 and 8 of Notes to Condensed Consolidated Financial Statements”. The notes discuss the principles of consolidation, summarized consolidated financial information and industry segment and geographical area data, respectively. In consolidation, all intersegment premiums are eliminated and the benefits, losses and expenses are retained by the insurance companies.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         Management’s discussion and analysis of financial condition and results of operations are based upon the consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of our financial statements requires the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, estimates are revalued, including those related to areas that require a significant level of judgment or are otherwise subject to an inherent degree of uncertainty. These areas include allowances for doubtful accounts, revenue earning vehicles and buildings, self-insured liabilities, income taxes and commitments and contingencies. Our estimates are based on historical experience, observance of trends in particular areas, information and/or valuations available from outside sources and on various other assumptions that we believe to be reasonable under the circumstances and which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual amounts may differ from these estimates under different assumptions and conditions.

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

         Principles of consolidation — The consolidated financial statements include the accounts of AMERCO and its wholly-owned subsidiaries and SAC Holdings and its wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. AMERCO does not have an equity ownership interest in SAC Holdings or any of SAC Holdings’ subsidiaries, except for investments made by Repwest and Oxford in a SAC Holdings-controlled limited partnership which holds Canadian self-storage properties.

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

         Long-lived assets and intangible assets – We review carrying value whenever events or circumstances indicate the carrying values may not be recoverable through projected

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undiscounted future cash flows. The events could include significant underperformance relative to expected, historical or projected future operating results, significant changes in the manner of using the assets, overall business strategy, significant negative industry or economic trends and an unexpected non-compliance with significant debt agreements.

         Investments — In determining if and when a decline in market value below amortized cost is other than temporary, we review quoted market prices, dealer quotes or discounted cash flows. Permanent declines in value are recognized in the current period operating results to the extent of the decline.

         Insurance Revenue and Expense Recognition — Premiums are recognized as revenue when due. Benefits and expenses are matched with recognized premiums to result in recognition over the life of the contracts. This match is accomplished by recording a provision for future policy benefits and unpaid claims and claim adjustment expenses and by amortizing deferred policy acquisition costs. Charges related to services to be performed are deferred until earned. The amounts received in excess of premiums and fees are included in other policyholder funds in the consolidated balance sheets.

         Unearned premiums represent the portion of premiums written which relates to the unexpired term of policies. Liabilities for health and disability and other policy claims and benefits payable represent estimates of payments to be made on insurance claims for reported losses and estimates of losses incurred but not yet reported. These estimates are based on past claims experience and current claim trends as well as social and economic conditions such as changes in legal theories and inflation. Due to the nature of underlying risks and the high degree of uncertainty associated with the determination of the liability for future policy benefits and claims, the amounts to be ultimately paid to settle liabilities cannot be precisely determined and may vary significantly from the estimated liability.

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

RESULTS OF OPERATIONS
QUARTER ENDED JUNE 30, 2002 VERSUS QUARTER ENDED JUNE 30, 2001

Consolidated Moving and Storage Operations

         Revenues consist of rental revenues and net sales. Total rental revenue was $375.9 million and $356.4 million for the quarters ended June 30, 2002 and 2001, respectively. Improved pricing has primarily attributed to the increase. Storage revenues increased $4.7 million due to increased facility capacity through the acquisition of new locations and increased storage rates.

         Net sales revenues were $68.2 million and $68.8 million for the quarters ended June 30, 2002 and 2001, respectively.

         Cost of sales was $33.3 million and $36.4 million for the quarters ended June 30, 2002 and 2001, respectively. The decrease results from static sales.

         Operating expenses before intercompany eliminations were $262.4 million and $267.4 million for the quarters ended June 30, 2002 and 2001, respectively.

         Lease expense was $38.8 million and $42.5 million for the quarters ended June 30, 2002 and 2001, respectively. This decrease reflects a decline in the number of leased rental trucks.

         Net depreciation expense was $30.0 million and $29.3 million for the quarters ended June 30, 2002 and 2001, respectively.

AMERCO’s Real Estate Operations

         Rental revenue before intercompany eliminations was $15.4 million and $17.9 million for the quarters ended June 30, 2002 and 2001, respectively. Intercompany revenue was $14.7 and $17.3 million for the quarters ended June 30, 2002 and 2001, respectively.

         Net investment and interest income was $2.8 million and $1.9 million for the quarters ended June 30, 2002 and 2001, respectively. This decrease correlates to a reduction in Real Estate’s average note and mortgage receivables balance outstanding.

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         Lease expense was $1.9 million and $4.1 million for the quarters ended June 30, 2002 and 2001, respectively.

         Net depreciation expense was $2.1 million and $3.2 million for the quarters ended June 30, 2002 and 2001, respectively. The decrease from 2001 to 2002 reflected a loss on the disposition of assets for 2001 of $0.6 million.

         Operating profit before tax and intercompany elimination was $14.7 million and $14.8 million for the quarters ended June 30, 2002 and 2001, respectively.

Property and Casualty

         RepWest’s premiums were $46.6 million and $62.2 million for the quarters ended March 31, 2002 and 2001, respectively. General agency premiums were $20.2 million and $29.6 million for the quarters ended March 31, 2002 and 2001, respectively. The decrease from 2001 to 2002 was the result of the cancellation of RepWest’s direct Non-Standard Auto and Homeowners business, as well as additional quota share reinsurance on Transportation business. Assumed treaty reinsurance premium was $9.3 millions and $15.7 million for the quarters ended March 31, 2002 and 2001, respectively. Rental industry premiums were $9.2 million and $8.5 million for the quarters ended March 31, 2002 and 2001, respectively.

         Net investment income was $7.6 million and $8.4 million for the quarters ended March 31, 2002 and 2001, respectively. The decrease is attributable to lower annual average invested assets as well as reduced cash flow from operations.

         Benefits and losses incurred were $45.6 million and $60.3 million for the quarters ended March 31, 2002 and 2001, respectively. This decrease is attributable to lowered premium writings resulting in less exposure primarily in the non-standard auto and home lines.

         The amortization of deferred acquisition costs (DAC) was $5.3 million and $5.0 million for the quarters ended March 31, 2002 and 2001, respectively.

         Operating expenses were $6.0 million and $10.9 million for the quarters ended March 31, 2002 and 2001, respectively. The decrease is a result of decreased commissions on decreased premium writings as well as decreased general and administrative expenses.

         Operating loss before tax and intercompany elimination was $2.8 million and $5.6 million for the quarters ended March 31, 2002 and 2001, respectively. The decreased loss is the result of decreased expenses and the cancellation of unprofitable lines of business.

Life Insurance

         Net premiums were $39.7 million and $39.6 million for the quarters ended March 31, 2002 and 2001, respectively. Oxford increased Medicare supplement premiums by $1.1 million through direct writings and rate management activity. Whole life sales increased $0.7 million from the same quarter of 2001. Credit insurance premiums decreased $1.3 million for the quarter from the previous year. Other business segments had premium decreases totaling $0.2 million.

         Net investment income before intercompany eliminations decreased $0.9 million to $5.3 million from $6.2 million for the quarters ended March 31, 2002 and 2001, respectively, due to realized losses on fixed maturities.

         Benefits incurred were $30.8 million and $31.2 million for the quarters ended March 31, 2002 and 2001, respectively. This was primarily due to fewer annuitizations.

         Amortization of deferred acquisition costs (DAC) and the value of business acquired (VOBA) was $5.0 million and $4.8 million for the quarters ended March 31, 2002 and 2001, respectively.

         Operating expenses were $8.3 million and $7.2 million for the quarters ended March 31, 2002 and 2001, respectively. Commissions have increased $0.4 million from 2001 primarily due to the increase in Medicare supplement premiums. General and administrative expenses net of fees collected increased $0.7 million.

         Operating profit before tax and intercompany eliminations was $0.9 million and $2.7 million for the quarters ended March 31, 2002 and 2001, respectively. The decrease from 2001 is due primarily to realized investment losses and loss experience in the credit insurance segments.

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Interest Expense
Consolidated Group

         Interest expense was $26.9 million and $25.5 million for the quarters ended June 30, 2002 and 2001, respectively. The increase can be attributed to a higher debt level outstanding for SAC Holdings due its the acquisition of additional storage properties.

Consolidated Group

         As a result of the foregoing, pretax earnings were $62.7 million and $32.7 million for the quarters ended June 30, 2002 and 2001, respectively. After providing for income taxes, net earnings were $40.5 million and $20.9 million for the quarters ended June 30, 2002 and 2001, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Moving and Storage Operations

         To meet the needs of its customers, U-Haul must maintain a large inventory of fixed asset rental items. At June 30, 2002, net property, plant and equipment represented approximately 77.9% of total assets from non-insurance operations and approximately 51.6% of consolidated assets. In the quarters ended June 30, 2002 and 2001, capital expenditures were $70.8 million and $106.5 million, respectively. These expenditures primarily reflect the replacement of the rental truck fleet.

         Cash provided by operating activities was $81.4 million and $71.0 million for the quarters ended June 30, 2002 and 2001, respectively. The increase resulted primarily from a decrease in notes and mortgage receivable partially offset by decreases in the accounts payable and intercompany payable balances along with increased earnings.

AMERCO’s Real Estate Operations

         Cash used by operating activities was $0.4 million and $20.8 million for the quarters ended June 30, 2002 and 2001, respectively. The reduction of the amount used mainly resulted from a decrease in the intercompany payable balance.

Property and Casualty

         Cash used by operating activities was $28.0 million and $17.8 million for quarters ended March 31, 2002 and 2001, respectively. This change resulted from decreased unearned premium, a decrease in the change in premiums receivable from period to period, along with an increase in due from affiliate.

         RepWest’s cash and cash equivalents and short-term investment portfolio were $11.6 million and $4.3 million at March 31, 2002 and 2001, respectively. The increase is a result of a shifting of investments to cash and cash equivalents to fund claim payments generated by new business.

         RepWest maintains a diversified securities investment portfolio, primarily in bonds, at varying maturity levels with 87.5% of the fixed-income securities consisting of investment grade securities. The maturity distribution is designed to provide sufficient liquidity to meet future cash needs. Current liquidity remains stable with current invested assets equal to 71.4% of total liabilities.

Life Insurance

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

         Cash used by operating activities was $(16.9) million and ($5.6) million for the quarters ended March 31, 2002 and 2001, respectively. The decrease in cash flows from operating activities in 2002 relates to paid loss experience. Cash flows provided by financing activities were $1.8 million and $1.8 million for the quarters ended March 31, 2002 and 2001, respectively. Cash flows from deferred annuity sales increase investment contract deposits, which are a component of financing activities. The decrease in 2002 from 2001 is due to a higher ratio of annuity withdrawals versus deposits on our annuity contracts.

         In addition to cash flows from operating and financing activities, a substantial amount of liquid funds is available through Oxford’s short-term portfolio. At March 31, 2002 and 2001, short-term investments were $67.0 million and $65.1 million, respectively. Management believes that the overall sources of liquidity will continue to meet foreseeable cash needs.

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Consolidated group

         At June 30, 2002, total outstanding notes and mortgages payable for AMERCO and wholly owned subsidiaries was $898.5 million compared to $1,045.8 million at March 31, 2002. At June 30, 2002, total outstanding notes and mortgages payable for SAC Holdings and consolidated subsidiaries was $960.7 million compared to $957.4 million at March 31, 2002. SAC Holdings’ securitized loan agreements have no guarantees, or triggers that could create a guarantee, from AMERCO. With the exception of a Merrill Lynch transaction, a sellers warranty of value, for $2.0 million, SAC Holdings’ creditors have no recourse to AMERCO. The sellers warranty will be eliminated when occupancy reaches 74.9%. AMERCO is not liable for the debts of SAC Holdings. Further, there are no cross default provisions on indebtedness between AMERCO and SAC Holdings.

         AMERCO does not have any ownership interest in SAC Holdings or its subsidiaries, except for investments made by RepWest and Oxford in a SAC Holdings – controlled limited partnership which holds Canadian self-storage properties. The presentation of the consolidated statements has no bearing on the credit agreements or the operations of either AMERCO or SAC Holdings. The accounts of AMERCO and SAC Holdings are presented as consolidated due to a revised interpretation of EITF 90-15 by the Company’s former independent public accountants during the year ended March 31, 2002, which concluded that SAC Holdings’ majority owner did not qualify as an independent third party to AMERCO.

         During each of the fiscal years ended March 31, 2003, 2004 and 2005, we estimate gross capital expenditures will average approximately $289.0 million primarily reflecting rental fleet rotation. This level of capital expenditures, combined with a potential range of $150 — $205 million in annual long-term debt maturities, are expected to create annual average funding needs of approximately $466.0 million. We estimate that U-Haul will fund these requirements with leases, internally generated funds, including the proceeds from the disposition of older trucks and other asset sales, and to a lesser extent, by refinancing a portion of existing indebtedness. The sale of assets is dependant upon economic conditions, the amount and nature of sale and leaseback transactions and our fleet rotation program. Operating leases on rental equipment result from sale-lease back transactions whereby as part of the agreement, residual value guarantees were provided. We believe the market value of the trucks upon the lease maturity will be greater than the residual value guarantees. In many cases, a decline in asset sales is accompanied by a decrease in capital expenditures. Depending on the results of our operations and general economic and competitive conditions, many of which we cannot control, we may take certain actions, including delaying or reducing capital expenditures.

         From time to time, Real Estate sells storage properties to SAC Holdings. These sales have in the past provided significant cash flows to the Company. The ability of the Company to engage in similar transactions in the future is dependent to a large degree on the ability of SAC Holdings to obtain third party financing for its acquisition of properties from Real Estate and, in general, its willingness to engage in such transactions.

Credit Agreements

         Our operations are funded by various credit and financing arrangements, including unsecured long-term borrowings, unsecured medium-term notes, revolving lines of credit with banks and operating leases. The operating leases are primarily used to finance the Company’s fleet of trucks and trailers. As of June 30, 2002, we had $898.5 million in total notes and loans payable outstanding and total unutilized lines of credit of approximately $65.8 million. In addition to economic pressures, there has been a reduction in the number of leasing companies and banks, which has had a negative impact on financial markets. This has led to less availability of financing and higher cost of credit. We believe there are enough leasing companies and banks to meet our financing needs. However, no assurance can be provided that we will be able to secure additional borrowings on satisfactory terms or in a timely manner.

         On June 28, 2002, AMERCO entered into an agreement replacing an existing five year $400.0 million revolving credit agreement with a three-year $205.0 million revolving credit facility. The agreement, as amended, requires us to obtain incremental net cash proceeds and/or availability from additional financings in an aggregate amount of at least $150.0 million prior to October 8, 2002. Such proceeds or availability may be in the form of structured asset sales, additional loan agreements (including increases in commitments under the revolving credit facility), issuances of bonds, or other financings.

         Certain of our credit agreements contain restrictive financial and other covenants, including, among others, covenants with respect to incurring additional indebtedness, making third party guarantees, entering into contingent obligations, maintaining certain financial ratios, placing certain additional liens on our properties and assets, and restricting the issuance of certain types of preferred stock. At June 30, 2002, AMERCO was in compliance with these covenants.

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         SAC Holdings’ operations are funded by various mortgage loans and unsecured notes, with interest rates ranging from 7.5% to 13.0%. SAC does not utilize revolving lines of credit to finance its operations or acquisitions. Certain of SAC’s agreements contain restrictive covenants including coverage ratios and restrictions on incurring additional subsidiary indebtedness. At June 30, 2002, SAC Holdings was in compliance with all of these covenants.

         On June 28, 2002, AMERCO entered into an agreement replacing an existing 5 year $400.0 million revolver agreement with a 3 year $205.0 million revolver agreement.

         Reference is made to Note 5 of Notes to Consolidated Financial Statements in AMERCO’s Annual Report on Form 10-K for the fiscal year ended March 31, 2002 for additional information about our credit agreements.

Disclosures about Contractual Obligations and Commercial Commitments

                                         
    Payments due by Period
Contractual Obligations   Total   Less than   1-3   4-5   After 5
            1 year   years   years   years
   
 
 
 
 
AMERCO’s notes and loans payable
  $ 898,517       195,593       514,554       17,253       171,117  
SAC Holdings’ notes and loans payable
  $ 588,648       144,919       135,286       13,762       294,681  
Lease obligations
  $ 503,369       107,892       219,996       137,722       37,759  
 
   
     
     
     
     
 
Total Contractual Obligations
  $ 1,990,534       448,404       869,836       168,737       503,557  
 
   
     
     
     
     
 

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    ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Reference is made to Part II, Item 7A, Quantitative and Qualitative Disclosure About Market Risk, in AMERCO’s Annual Report on Form 10-K for the fiscal year ended March 31, 2002.

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    PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         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 the suits, claims or proceedings involving AMERCO, individually or in the aggregate, are expected to result in a material loss.

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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

     
Exhibit No.   Description

 
3.1   Restated Articles of Incorporation (1)
3.2   Restated By-Laws of AMERCO as of August 27, 1997 (2)
99.1   Certificate of Edward J. Shoen, President of AMERCO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.2   Certificate of Gary B. Horton, Treasurer of AMERCO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.3   Certificate of Edward J. Shoen, President of U-Haul International, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.4   Certificate of Gary B. Horton, Treasurer of U-Haul International, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

         (b)  Reports on Form 8-K.

           On July 23, 2002 the Company filed a report on Form 8-K to disclose the dismissal of PricewaterhouseCoopers. On August 12, 2002, the Company filed a report on Form 8-K to disclose the engagement of BDO Seidman, LLP, as the Company’s new independent auditor. On August 14, 2002, the Company filed a report on Form 8-K to disclose that the Principal Executive Officer, Edward J. Shoen, and Principal Financial Officer, Gary B. Horton, submitted to the SEC sworn statements pursuant to Securities and Exchange Commission Order No. 4-460.


(1)   Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2002, file no. 1-11255.
(2)   Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1997, file no. 1-11255.

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SIGNATURES

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

       
    AMERCO  
   
 
    (Registrant)  
       
Dated: September 26, 2002   By: /S/ GARY B. HORTON  
   
 
    Gary B. Horton, Treasurer
(Principal Financial Officer)
 

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SIGNATURES

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

       
    U-Haul International, Inc.  
   
 
    (Registrant)  
       
Dated: September 26, 2002   By:     /S/ GARY B. HORTON  
   
 
    Gary B. Horton, Assistant Treasurer
(Principal Financial Officer)
 

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CERTIFICATIONS

I, Edward J. Shoen, certify that:

1.     I have reviewed this quarterly report on Form 10-Q/A of AMERCO and U-Haul International, Inc.;

2.     Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.     Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

[Items 4, 5 and 6 omitted pursuant to the transition provisions of Release No. 34-46427.]

Date: September 26, 2002

 
/s/ EDWARD J. SHOEN

Edward J. Shoen
Chairman of the Board
and President of AMERCO
and President of U-Haul International, Inc.

 


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I, Gary B. Horton, certify that:

1.     I have reviewed this annual report on Form 10-Q/A of AMERCO and U-Haul International, Inc.;

2.     Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.     Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

[Items 4, 5 and 6 omitted pursuant to the transition provisions of Release No. 34-46427.]

Date: September 26, 2002

 
/s/ GARY B. HORTON

Gary B. Horton
Treasurer of AMERCO and
Assistant Treasurer of
U-Haul International, Inc.

 


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INDEX OF EXHIBITS

     
Exhibit No.   Description

 
3.1   Restated Articles of Incorporation (1)
3.2   Restated By-Laws of AMERCO as of August 27, 1997 (2)
99.1   Certificate of Edward J. Shoen, President of AMERCO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.2   Certificate of Gary B. Horton, Treasurer of AMERCO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.3   Certificate of Edward J. Shoen, President of U-Haul International, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.4   Certificate of Gary B. Horton, Treasurer of U-Haul International, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


(1)   Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2002, file no. 1-11255.
(2)   Incorporated by reference to AMERCO’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1997, file no. 1-11255.

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