**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington, D.C. 20549**





**Form 10-Q**





(Mark One)


þ **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.**


**For the quarterly period ended December 31, 2004**





or





o  **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.**


**For the transition period from __________________ to __________________**











**Commission**
**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. 100Reno, Nevada 89502-3239Telephone (775) 688-63002-38498
**U-Haul International, Inc.**
86-0663060(A Nevada Corporation)2727 N. Central AvenuePhoenix, Arizona 85004Telephone (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 þ No o





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





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





21,284,604 shares of AMERCO Common Stock, $0.25 par value, were outstanding at December 31, 2004.





5,385 shares of U-Haul International, Inc. Common Stock, $0.01 par value, were outstanding at December 31, 2004.
















**TABLE OF CONTENTS**





Page No.**PART I FINANCIAL INFORMATION**Item 1.
Financial Statementsa) Condensed Consolidated Balance Sheets as of December 31, 2004 (unaudited) and March 31, 2004
1b) Condensed Consolidated Statement of Operations for the Quarters and Nine months ended December 31, 2004 and 2003 (unaudited)
2c) Condensed Consolidated Statements of Comprehensive Income for the Quarters and Nine months ended December 31, 2004 and 2003 (unaudited)
3d) Condensed Consolidated Statements of Cash Flows for the Nine months ended December 31, 2004 and 2003 (unaudited)
4e) Notes to Condensed Consolidated Financial Statements
5Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations
32Item 3.
Quantitative and Qualitative Disclosures About Market Risk
57Item 4.
Controls and Procedures
57**PART II OTHER INFORMATION**Item 1.
Legal Proceedings
60Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
60Item 3.
Defaults Upon Senior Securities
60Item 4.
Submission of Matters to a Vote of Security Holders
60Item 5.
Other Information
60Item 6.
Exhibits
61


























**PART I FINANCIAL INFORMATION**




**ITEM 1.** **Financial Statements**


**AMERCO AND CONSOLIDATED ENTITIES**


**CONDENSED CONSOLIDATED BALANCE SHEETS**


**December 31,**

**March 31,****2004**

**2004**(Unaudited)(In thousands)**ASSETS**Cash and cash equivalents

$
80,226

$
81,557Trade receivables, net


243,706


268,386Notes and mortgage receivables, net


5,647


4,537Inventories, net


53,831


52,802Prepaid expenses


23,350


13,172Investments, fixed maturities


672,007


709,353Investments, other


333,968


347,537Deferred policy acquisition costs, net


64,872


76,939Other assets


87,640


65,071Related party assets


318,373


304,446$
1,883,620

$
1,923,800Property, plant and equipment, at cost:Land


151,487


158,594Buildings and improvements


685,440


874,985Furniture and equipment


285,776


293,115Rental trailers and other rental equipment


175,116


159,586Rental trucks


1,278,072


1,219,002SAC Holdings II - property, plant and equipment


78,679


78,3632,654,570


2,783,645Less: Accumulated depreciation


(1,355,405
)

(1,331,840
)Property, plant and equipment, net


1,299,165


1,451,805Total assets

$
3,182,785

$
3,375,605**LIABILITIES AND STOCKHOLDERS' EQUITY**Liabilities:Accounts payable and accrued expenses

$
216,041

$
244,570Capital leases


-


99,609AMERCO's notes and loans payable


696,048


862,697SAC Holdings' notes and loans payable, non-recourse to AMERCO


77,790


78,637Policy benefits and losses, claims and loss expenses payable


817,158


813,738Liabilities from investment contracts


516,273


574,745Other policyholders' funds and liabilities


24,402


28,732Deferred income


46,433


51,383Deferred income taxes


106,649


63,800Related party liabilities


70,000


53,848Total liabilities

$
2,570,794

$
2,871,759Commitments and contingent liabilities (Notes 5 and 9)Stockholders' equity:Serial preferred stock, with or without par value:Series A preferred stock, with no par value

$
-

$
-Series B preferred stock, with no par value


-


-Serial common stock, with or without par value:Series A common stock of $0.25 par value


929


1,416Common stock of $0.25 par value


9,568


9,081Additional paid in-capital


350,344


349,732Accumulated other comprehensive loss


(24,354
)

(21,446
)Retained earnings


704,482


595,181Cost of common shares in treasury, net


(418,092
)

(418,092
)Unearned employee stockownership plan shares


(10,886
)

(12,026
)Total stockholders' equity


611,991


503,846Total liabilities and stockholders' equity

$
3,182,785

$
3,375,605









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














**AMERCO AND CONSOLIDATED ENTITIES**




**CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS**







**Quarter Ended December 31,**

**Nine Months Ended December 31,****2004**

**2003**

**2004**

**2003**(Unaudited)(In thousands except share and per share amounts)**Revenues:**Rental revenue

$
365,131

$
386,456

$
1,262,335

$
1,304,470Net sales


42,620


47,212


161,683


182,048Premiums


34,634


56,088


115,516


188,024Net investment and interest income


18,142


12,827


50,252


35,614Total revenues


460,527


502,583


1,589,786


1,710,156**Costs and expenses:**Operating expenses


287,962


307,378


848,621


907,695Restructuring expenses


-


7,613


-


12,027Commission expenses


39,243


31,136


138,064


116,132Cost of sales


21,361


23,908


77,617


87,023Benefits and losses


38,603


50,956


104,194


169,801Amortization of deferred policy acquisition costs


6,279


11,027


24,015


28,886Lease expense


38,506


33,202


115,389


101,716Depreciation, net


28,282


38,393


86,214


113,356Total costs and expenses


460,236


503,613


1,394,114


1,536,636Earnings from operations


291


(1,030
)

195,672


173,520Interest expense


16,931


31,168


53,995


92,839Litigation settlement received


51,341


-


51,341


-Pretax earnings


34,701


(32,198
)

193,018


80,681Income tax benefit (expense)


(13,155
)

10,531


(73,994
)

(30,587
)Net earnings (loss)


21,546


(21,667
)

119,024


50,094Less: Preferred stock dividends


(3,241
)

(3,241
)

(9,723
)

(9,723
)Earnings (loss) available to common shareholders

$
18,305

$
(24,908
)
$
109,301

$
40,371Basic and diluted earnings (loss) per common share

$
0.88

$
(1.20
)
$
5.25

$
1.95Weighted average common shares outstanding


20,813,805


20,757,297


20,801,112


20,744,692




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




See Footnote 11 for a complete discussion of Related Party Transactions.














**AMERCO AND CONSOLIDATED ENTITIES**




**CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME**




**Quarter Ended**
**December 31,**

**Nine Months Ended**
**December 31,****2004**

**2003**

**2004**

**2003**(Unaudited)

(Unaudited)(In thousands)

(In thousands)**Comprehensive income:**Net earnings (loss)

$
21,546

$
(21,667
)
$
119,024

$
50,094Changes in other comprehensive income, net of taxes:Foreign currency translation


2,275


9,700


2,058


11,074Unrealized gain/(loss) on investments


5,755


(3,373
)

(4,098
)

22,488Fair market value of interest rate hedge


800


-


(868
)

-Total comprehensive income (loss)

$
30,376

$
(15,340
)
$
116,116

$
83,656




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














**AMERCO AND CONSOLIDATED ENTITIES**




**CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS**




**Nine Months Ended December 31,****2004**

**2003**(Unaudited)(In thousands)**Cash flow from operating activities:**Earnings available to common shareholders

$
109,301

$
40,371Depreciation


85,030


107,485Amortization of deferred policy acquisition costs


25,962


28,328Provision for losses on accounts receivable


(149
)

686Net loss on sale of real and personal property


1,184


5,871(Gain) on sale of investments


(3,896
)

(3,403
)Reductions in policy liabilities and accruals


(2,282
)

(35,583
)Capitalizations of deferred policy acquisition costs


(8,881
)

(16,040
)Net reduction in other operating assets and liabilities


17,479


21,419Net cash provided by operating activities


223,748


149,134**Cash flows from investing activities:**Purchases of investments:Property, plant and equipment


(172,491
)

(147,344
)Fixed maturities


(84,272
)

(50,662
)Other asset investment


-


(78,142
)Common Stock


(6,765
)

-Mortgage loans


(750
)

-Proceeds from sale(purchase) of investments:Property, plant and equipment


227,811


32,537Fixed maturities


113,844


171,405Preferred stock


3,811


-Real estate


5,269


-Mortgage loans


2,819


203Changes in other investments


33,759


28,534Net cash provided by (used in) investing activities


123,035


(43,469
)**Cash flows from financing activities:**Net change in short-term borrowings


-


5,649Borrowings from Credit Facilities


36,859


50,000Leveraged Employee Stock Ownership Plan:Purchase of shares


-


-Repayments from loan


1,752


455Principal Repayments on Credit Facilities


(202,264
)

(55,716
)Pay off of capital leases


(99,609
)

-Dividends paid


(25,297
)

-Investment contract deposits


19,587


43,020Investment contract withdrawals


(79,142
)

(79,041
)Net cash used in financing activities


(348,114
)

(35,633
)Increase (decrease) in cash equivalents


(1,331
)

70,032Cash and cash equivalents at the beginning of period


81,557


66,834Cash and cash equivalents at the end of period

$
80,226

$
136,866




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





**AMERCO AND CONSOLIDATED ENTITIES**




**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**




**December 31, 2004 (Unaudited), March 31, 2004, and December 31, 2003 (Unaudited)**






**1.**  **Basis of Presentation**




The third fiscal quarter for AMERCO ends the 31 st of December for each year that is referenced. Our insurance company subsidiaries have a third quarter that ends on the 30 th of September for each year that is referenced. They have been consolidated on that basis. Consequently, all references to our insurance subsidiaries years 2004 and 2003 correspond to the Companys fiscal years 2005 and 2004.




Accounts denominated in non-U.S. currencies have been re-measured using the U.S. dollar as the functional currency. Certain amounts reported in previous years have been reclassified to conform to the current presentation.




**2.**  **Principals of Consolidation and Organization**




***Principles of Consolidation***




The consolidated financial statements for the third quarter and the first nine months of fiscal year 2005 and the balance sheet as of March 31, 2004 include the accounts of AMERCO, its wholly owned subsidiaries and SAC Holding II Corporation and its subsidiaries. The balance sheet and the statements of operations, comprehensive income, and cash flows for the third quarter and the first nine months of fiscal year 2004 include all of the abovementioned entities plus SAC Holding Corporation and its subsidiaries.




SAC Holding Corporation and SAC Holding II Corporation and their subsidiaries (the SAC entities) were considered special purpose entities. During the first three quarters of fiscal year 2004, the SAC entities were consolidated based on the provisions of Emerging Issues Task Force (EITF) Issue No. 90-15. During the fourth quarter of fiscal year 2004, the Company applied FASB Interpretation No. 46(R) to its interest in the SAC entities and determined that SAC Holding Corporation should no longer be consolidated with the Companys financial statements. Accordingly, during the fourth quarter of fiscal year 2004 the Company deconsolidated those entities. The deconsolidation was accounted for as a distribution of the Companys interests to the SAC entities. Because of the Companys continuing involvement with SAC Holding Corporation and its subsidiaries, the distributions do not qualify as discontinued operations as defined by SFAS No. 144.




The condensed consolidated balance sheet as of December 31, 2004 and the related condensed consolidated statements of operations, comprehensive income, and cash flow for the quarter and the first nine months ended December 31, 2004 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. Inter-company accounts and transactions have been eliminated. Certain reclassifications have been made to the 2004 financial statements to conform to the 2005 presentation.




***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)




North American Fire & Casualty Insurance Company (NAFCIC)




Oxford Life Insurance Company (Oxford)




North American Insurance Company (NAI) and




Christian Fidelity Life Insurance Company (CFLIC)




Unless the context otherwise requires, the term Company refers to AMERCO and its legal subsidiaries.



















**AMERCO AND CONSOLIDATED ENTITIES**




**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued**






***Description of Operating Segments***




AMERCO has three reportable segments and five identifiable segments. The three reportable segments are Moving and Self-Storage, Property and Casualty Insurance and Life Insurance. The five identifiable segments are AMERCO, U-Haul International, Amerco Real Estate, Republic Western Insurance, and Oxford Life Insurance. U-Haul moving and storage, Real Estate, and SAC moving and storage, are listed under Moving and Self-Storage, since they meet the aggregation criteria of FASB 131.




U-Haul moving and self-storage operations consist of the rental of trucks, trailers and self-storage spaces and sales of moving supplies, trailer hitches and propane to the do-it-yourself mover. Operations are conducted under the registered trade name U-Haul® throughout the United States and Canada.




Real Estate owns approximately 90 percent of the Companys real estate assets, including U-Haul Centers and Storage locations. The remaining real estate assets of the Company are owned by other subsidiaries. Real Estate is responsible for overseeing major property repairs, dispositions and managing the environmental risks of the properties.




SAC moving and self-storage operations consist of the rental of self-storage spaces and sales of moving supplies, trailer hitches and propane. In addition, SAC functions as an independent moving equipment rental dealer and earns commissions from the rental of U-Haul trucks and trailers. Operations are conducted under the registered trade name U-Haul® throughout the United States and Canada.




Republic Western Insurance Company (RepWest) provides loss adjusting and claims handling for *U-Haul* through regional offices across North America. RepWest also provides components of the *Safemove, Safetow* and *Safestor* protection packages to *U-Haul* customers.




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




**3. Accounting Policies**




***Use of Estimates***




The preparation of financial statements in conformity with the accounting principles generally accepted in the U.S. requires management to make estimates and judgments that affect the amounts reported in the financial statements and accompanying notes. The accounting estimates that require managements most difficult and subjective judgments include the principals of consolidation, the recoverability of property, plant and equipment; the adequacy of insurance reserves; and the valuation of investments. The future results actually experienced by the Company may differ from managements estimates.




***Cash and Cash Equivalents***




The Company considers cash equivalents to be highly liquid debt securities with insignificant interest rate risk with original maturities from the date of purchase of three months or less.




***Investments***




*Fixed Maturities.* Fixed maturity investments consist of either marketable debt or redeemable preferred stocks. As of the balance sheet date, these investments are either intended to be held to maturity or are considered available-for-sale.




*Held-to-Maturity.* Investments that are intended to be held-to-maturity are recorded at cost, as adjusted for the amortization of premiums or the accretion of discounts.














**AMERCO AND CONSOLIDATED ENTITIES**




**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued**






*Available-for-Sale.* Investments that are considered available-for-sale are reported at fair value, with unrealized gains or losses, net of tax, recorded in ** stockholders equity. Fair value for these investments is based on quoted market prices, dealer quotes or discounted cash flows. The cost of investments sold is based on the specific identification method. Realized gains or losses on the sale or exchange of investments and declines in value judged to be other than temporary are recorded as revenues. Investments are judged to be impaired if the fair value is less than cost continuously for nine months, absent compelling evidence to the contrary.




*Mortgage Loans and Notes on Real Estate.* Mortgage loans and notes on real estate are reported at their unpaid balance, net of any allowance for possible losses and any unamortized premium or discount.




*Recognition of Investment Income.* Interest income from bonds and mortgage notes is recognized when it becomes earned. Dividends on common and preferred stocks are recognized on the ex-dividend dates. Realized gains and losses on the sale or exchange of investments are recognized at the trade date. Unrealized gains and losses are determined as of each balance sheet date.




***Fair Values***




Fair values of cash equivalents approximate cost due to the short period of time to maturity. Fair values of short-term investments, investments available-for-sale, long-term investments, mortgage loans and notes on real estate, swaps and forward currency contracts are based on quoted market prices, dealer quotes or discounted cash flows. Fair values of trade receivables approximate their recorded value.




Limited credit risk exists on trade receivables due to the diversity of our customer base and their dispersion across broad geographic markets. The Companys financial instruments that are exposed to concentrations of credit risk consist primarily of temporary cash investments, trade receivables and notes receivable. The Company places its temporary cash investments with financial institutions and limits the amount of credit exposure to any one financial institution.




The Company has mortgage receivables, which potentially expose the Company to credit risk. The portfolio of notes is principally collateralized by mini-warehouse storage facilities and other residential and commercial properties. The Company has not experienced losses related to the notes from individual notes or groups of notes in any particular industry or geographic area. The estimated fair values were determined using the discounted cash flow method, using interest rates currently offered for similar loans to borrowers with similar credit ratings.




Other investments, including short-term investments, are substantially current or bear reasonable interest rates. As a result, the carrying values of these financial instruments approximate fair value. The carrying value of long-term debt is based on current rates at which the Company could borrow funds with similar remaining maturities and approximates fair market value due to its recent issuance.




***Derivative Financial Instruments***




The Companys primary objective for holding derivative financial instruments is to manage currency and interest rate risk. The Companys derivative instruments are recorded at fair value under SFAS No. 133 and are included in prepaid expenses.




The Company used derivative financial instruments to reduce its exposure to interest rate volatility. During May 2004, the Company entered into two (2) separate interest rate cap agreements on its $350 million amortizing term loan with notional value of $200 million for a two-year term and $50 million for a three-year term. These agreements cap the LIBOR component on the $250 million notional value at 3.0% throughout the life of the cap. At December 31, 2004, the Company had $347.4 million of variable rate debt.














**AMERCO AND CONSOLIDATED ENTITIES**




**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued**






***Inventories, net***




Inventories consist primarily of truck and trailer parts and accessories used to repair rental equipment and products purchased directly for resale. Inventories are valued at the lower of cost or market. Inventory cost is primarily determined using the last-in, first-out method. Inventories valued on the LIFO basis were approximately 90% of total inventories as of December 31, 2004 and 93% of total inventories as of March 31, 2004. Inventories would have been $3.2 **** million higher at both December 31, 2004 and March 31 2004, if the Company valued inventories using the first-in, first-out method. Inventories are stated net of reserves for obsolescence of $2.5 million at both December 31, 2004 and March 31, 2004.




***Property, Plant and Equipment***




Property, plant and equipment is 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 principally using the straight-line method over the following estimated useful lives: rental equipment 2-20 years, 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. Depreciation is recognized in amounts expected to result in the recovery of estimated residual values upon disposal, i.e., no gains or losses. During the first quarter of fiscal year 2005, the Company lowered its estimates for residual values on rental trucks purchased off leases from 25% of the original cost to 20%. In determining the depreciation rate, historical disposal experience, holding periods and trends in the market for vehicles are reviewed. Since this change in estimated residual values will be applied prospectively we do not anticipate any significant increases in depreciation expense from this change for the current fiscal year.




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. We assess the recoverability of the cost 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. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. If the remaining cost of assets is 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.




The carrying value of surplus real estate, which is lower than market value, at the balance sheet date was $10.1 million for December 31, 2004 and $10.1 million for March 31, 2004, respectively, and is included with investments, other.




***Receivables***




Accounts receivable include trade accounts from moving and self storage customers and dealers, insurance premiums and agent balances due, net of commissions payable and amounts due from ceding re-insurers, less managements estimate of uncollectible accounts.




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




***Policy Benefits and Losses, Claims and Loss Expenses Payable***




Liabilities for life insurance and certain annuity policies are established to meet the estimated future obligations of policies in force, and are based on mortality and withdrawal assumptions from recognized actuarial tables which contain margins for adverse deviation.




Liabilities for annuity contracts consist of contract account balances that accrue to the benefit of the policyholders, excluding surrender values. Liabilities for health, disability and other policies represents estimates of payments to be made on insurance claims for reported losses and estimates of losses incurred, but not yet reported.














**AMERCO AND CONSOLIDATED ENTITIES**




**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued**






Liabilities for reported and unreported losses are based on RepWests historical experience and industry averages. The liability for unpaid loss adjustment expenses is based on historical ratios of loss adjustment expenses paid to losses paid. Amounts recoverable from re-insurers on unpaid losses are estimated in a manner consistent with the claim liability associated with the reinsured policy. Adjustments to the liability for unpaid losses and loss expenses, as well as amounts recoverable from re-insurers on unpaid losses, are charged or credited to expense in the periods in which they are made.




***Revenue Recognition***




Rental revenue is recognized for the period that trucks and moving equipment are rented. Storage space revenue is recognized based on the numbers of storage contract days earned. Product sales are recognized at the time that title passes and the customer accepts delivery. Insurance premiums are recognized over the policy periods. Interest and investment income are recognized as earned.




***Advertising***




Advertising costs are expensed as incurred. Advertising expense was $9.7 million in the third quarter of fiscal year 2005 and $10.0 million in the third quarter of fiscal year 2004. Advertising expense was $24.7 million for the first nine months of fiscal year 2005 and $27.4 million for the first nine months of fiscal year 2004




***Deferred Policy Acquisition Costs***




Commissions and other costs which fluctuate with, and are primarily related to, the production of future insurance premiums, are deferred. For Oxford, these costs are amortized in relation to revenue such that costs are realized as a constant percentage of revenue. For RepWest, these costs are amortized over the related contract period which generally does not exceed one year.




***Environmental Costs***




Liabilities are recorded when environmental assessments and remedial efforts, if applicable, are probable and the costs can be reasonably estimated. The amount of the liability is based on managements best estimate of undiscounted future costs. Certain recoverable environmental costs related to the removal of underground storage tanks or related contamination are capitalized and amortized over the estimated useful lives of the properties. These costs improve the safety or efficiency of the property or are incurred in preparing the property for sale.




***Income Taxes***




AMERCO files a consolidated tax return with all of its legal subsidiaries, except for Christian Fidelity Insurance Company, which files on a stand alone basis. SAC Holdings and its legal subsidiaries file a consolidated return, and their return is not consolidated with AMERCO. In accordance with SFAS No. 109, the provision for income taxes reflects deferred income taxes resulting primarily from changes in temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements.




***Comprehensive Income/(Loss)***




Comprehensive income/(loss) consists of net income, foreign currency translation adjustments, unrealized gains and losses on investments and fair market values of interest rate hedges, net of the related tax effects.




**4. Earnings per Share**




Net income for purposes of computing earnings per common share is net income minus preferred stock dividends. Preferred stock dividends include accrued dividends of AMERCO.














**AMERCO AND CONSOLIDATED ENTITIES**




**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued**






The shares used in the computation of the Companys basic and diluted earnings per common share were as follows:


**Quarter Ended December 31,****2004**

**2003**(Unaudited)Basic and diluted earnings per common share

$
0.88

$
(1.20
)Weighted average common shares outstandingBasic and diluted :


20,813,805


20,757,297







**Nine Months Ended December 31,****2004**

**2003**(Unaudited)Basic and diluted earnings per common share

$
5.25

$
1.95Weighted average common shares outstandingBasic and diluted :


20,801,112


20,744,692




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 as of December 31, 2004 and December 31, 2003, respectively.




6,100,000 shares of preferred stock have been excluded from the weighted average shares outstanding calculation because they are not common stock equivalents.




**5.** **Borrowings**




***Long-Term Debt***




Long-term debt consisted of the following:


**December 31,**

**March 31,****2004**

**2004**(Unaudited)(In thousands)Revolving credit facility, senior secured first lien

$
27

$
164,051Senior amortizing notes, secured, first lien, due 2009


347,375


350,000Senior notes, secured second lien, 9.0% interest rate, due 2009


200,000


200,000Senior subordinated notes, secured, 12.0% interest rate, due 2011


148,646


148,646Total AMERCO notes and loans payable

$
696,048

$
862,697




***First Lien Senior Secured Notes***




The Company has a First Lien Senior Secured credit facility, due 2009 in the amount of $550 million, with a banking syndicate led and arranged by Wells Fargo Foothill, a part of Wells Fargo & Company (the Senior Secured Facility). These senior notes consist of two components, a $200 million revolving credit facility (including a $50 million letter of credit sub-facility) and a $350 million amortizing term loan.














**AMERCO AND CONSOLIDATED ENTITIES**




**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued**






The $350 million amortizing term loan requires monthly principal payments of $291,667 and periodic interest payments, with the balance due on maturity in 2009. The interest rate per the provisions of the term loan agreement is defined as the 3-month London Inter Bank Offer Rate (LIBOR), plus 4.0%, the sum of which at December 31, 2004 was 5.84%. Advances under the revolving credit facility are based on a borrowing base formula which is based on a percentage of the value of our eligible real estate. At December 31, 2004, $200.0 million was available to borrow. The interest rate per the provisions of the revolving credit facility agreements are defined as the prime rate (Prime) plus 1.5%, the sum of which at December 31, 2004 was 6.25% or LIBOR plus 4.0%. The Senior Secured Facility is secured by a first priority position in substantially all of the assets of AMERCO and its subsidiaries, except for our notes receivable from SAC Holdings, certain real estate held for sale, the capital stock of our insurance subsidiaries, real property previously mortgaged to Oxford and vehicles subject to certain lease financing arrangements.




***9.0% Second Lien Senior Secured Notes***




The Company issued and has outstanding $200 million aggregate principal amount of 9.0% Second Lien Senior Secured Notes due 2009. These senior notes are secured by a second priority position in the same collateral which secures our obligations under the First Lien Senior Secured Notes. No principal payments are due on the Second Lien Senior Secured Notes until maturity.




***Senior Subordinated Notes***




The Company issued and has outstanding $148.6 million aggregate principal amount of 12.0% senior subordinated notes due 2011 (the Senior Subordinated Notes). No principal payments are due on the Senior Subordinated Notes until maturity. These senior notes, which are subordinated to all of the senior indebtedness of AMERCO (including the First Lien Senior Secured Notes and the Second Lien Senior Secured Notes, both due 2009), are secured by certain assets of AMERCO, including the capital stock of our life insurance subsidiary (Oxford Life Insurance Company), certain real estate held for sale and payments from notes receivable from SAC Holdings having an aggregate outstanding principal balance at December 31, 2004 of $203.8 million.














**AMERCO AND CONSOLIDATED ENTITIES**




**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued**






***Restrictive Covenants***




Under the abovementioned loan agreements, we are required to comply with a number of affirmative and negative covenants. These covenants apply to the obligors, and provide that, among other things:






On a quarterly basis, the obligors cannot allow EBITDA minus capital expenditures (as defined) to fall below specified levels.





The obligors are restricted in the amount of capital expenditures that can be made in any fiscal year.





The obligors' ability to incur additional indebtedness is restricted.






The obligors ability to create, incur, assume, or permit to exist any lien on or against any of the secured assets is restricted.





The obligors ability to convey, sell, lease, assign, transfer or otherwise dispose of any of the secured assets is restricted.






The obligors cannot enter into any merger, consolidation, reorganization, or recapitalization (subject to exceptions), and we cannot liquidate, wind up or dissolve any subsidiary that is a borrower under the abovementioned loan agreements, unless the assets of the dissolved entity are transferred to another subsidiary that is a borrower under the abovementioned loan agreements and certain other conditions are met.





The obligors ability to guarantee the obligations of our insurance subsidiaries or any third party is restricted.





The obligors ability to prepay, redeem, defease, purchase or otherwise acquire any of our indebtedness or any indebtedness of a subsidiary that is a borrower under the abovementioned loan agreements is restricted.




As of December 31, 2004 the Company was in compliance with the abovementioned covenants.




***Annual Maturities of AMERCO Consolidated Notes and Loans Payable***




The annual maturity of AMERCO Consolidated long-term debt as of December 31, 2004 for the next five years and thereafter is as follows:


**Fiscal Years Ending**(In thousands)**2005**

**2006**

**2007**

**2008**

**2009**

**Thereafter**Notes payable, secured

$
3,500


3,500


3,500


3,500


533,402


148,646
























**AMERCO AND CONSOLIDATED ENTITIES**




**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued**






***SAC Holding II Corporation Notes and Loans Payable to Third Parties***




SAC Entities notes and loans payable consisted of the following:


**December 31,**

**March 31,****2004**

**2004**(Unaudited)(In thousands)Notes payable, secured, bearing interest rates ranging from
7.87% to 9.00%, due 2027

$
77,790

$
78,637





**6. Interest on Borrowings**




Interest expense was as follows:


**Quarter Ended December 31,****2004**

**2003**(Unaudited)(In thousands)Interest expense

$
14,479

$
19,572Amortization of transaction costs


863


172Interest expense resulting from SWAP/CAP agreements


24


-Total AMERCO interest expense


15,366


19,744SAC Holdings' interest expense


3,710


20,052Less: Intercompany transactions


2,145


8,628Total SAC Holdings' interest expense


1,565


11,424Consolidated interest expense

$
16,931

$
31,168**Nine Months Ended December 31,****2004**


**2003**(Unaudited)(In thousands)Interest expense

$
45,821

$
59,099Amortization of transaction costs


2,458


547Interest expense resulting from SWAP/CAP agreements


1,017


-Default interest


-


715Total AMERCO interest expense


49,296


60,361SAC Holdings' interest expense


10,941


61,273Less: Intercompany transactions


6,242


28,795Total SAC Holdings' interest expense


4,699


32,478Consolidated interest expense

$
53,995

$
92,839




Interest paid in cash by AMERCO amounted to $14.1 million and $3.7 million for the third quarters of fiscal year 2005 and fiscal year 2004, respectively.




Interest paid in cash by AMERCO amounted to $42.9 million and $25.0 million for the nine months ended December 31, 2004 and 2003, respectively.














**AMERCO AND CONSOLIDATED ENTITIES**




**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued**






Interest rates and company borrowings were as follows:


**Revolving Credit Activity****December 31,**

**March 31,****AMERCO**

**2004**

**2004**(Unaudited)(In thousands, except interest rates)Weighted average interest rate during the first nine months/year

5.69%

6.75%Interest rate at the end of the third fiscal quarter/year

6.25%

5.50%Maximum amount outstanding during the quarter/year

$
19,977

$
205,000Average amount outstanding during the quarter/year

$
6,708

$
174,267Facility fees

$
-

$
1,333




**7. Comprehensive Income**




The components of accumulated other comprehensive income/(loss), net of tax, were as follows:


**December 31,**

**March 31,****2004**

**2004**(Unaudited)(In thousands)Accumulated foreign currency translation

$
(32,856
)
$
(34,914
)Accumulated unrealized gain or (loss) on investments


9,370


13,468Accumulated FV of Interest Rate Hedge


(868
)

-$
(24,354
)
$
(21,446
)





A summary of accumulated comprehensive income/ (loss) components in thousands, net of tax, were as follows:


**Foreign Currency Translation**

**Unrealized Gain/(Loss) on Investments**

**Fair Market Value of Interest Rate Hedge**

**Accumulated Other Comprehensive Income/(Loss)**Balance at March 31, 2004

$
(34,914
)
$
13,468

$
-

$
(21,446
)Foreign currency translation


2,058


-


-


2,058Unrealized gain/(loss) on investments


-


(4,098
)

-


(4,098
)Fair market value of interest rate hedge


-


-


(868
)

(868
)Balance at December 31, 2004

$
(32,856
)
$
9,370

$
(868
)
$
(24,354
)


















**AMERCO AND CONSOLIDATED ENTITIES**




**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued**




**8. Reinsurance**




During their normal course of business, our insurance subsidiaries assume and cede reinsurance on both a coinsurance and a risk premium basis. They also obtain reinsurance for that portion of risks exceeding their retention limits. The maximum amount of life insurance retained on any one life is $150,000.


**Direct**

**Ceded to**

**Assumed**

**Net**

**Percentage of****Amount**

**Other**

**from Other**

**Amount**

**Amount****(a)**

**Companies**

**Companies**

**(a)**

**Assumed to Net**(Unaudited)September 30, 2004

(In thousands)Life insurance in force

$
1,312,260


397,497


1,859,445


2,774,208


67
%Premiums earned:Life

$
8,543


5,193


8,764


12,114


72
%Accident and health


74,094


5,283


11,784


80,595


15
%Annuity


1,782


-


2,044


3,826


53
%Property and casualty


24,761


8,952


5,006


20,815


24
%Total

$
109,180


19,428


27,598


117,350


24
%
  **Direct**

**Ceded to**

**Assumed**

**Net**

**Percentage of****Amount**

**Other**

**from Other**

**Amount**

**Amount****(a)**

**Companies**

**Companies**

**(a)**

**Assumed to Net**(Unaudited)September 30, 2003

(In thousands)Life insurance in force

$
1,427,015


485,592


2,092,977


3,034,400


69
%Premiums earned:Life

$
15,462


7,916


11,560


19,106


61
%Accident and health


81,701


8,681


15,623


88,643


18
%Annuity


1,278


-


1,812


3,090


59
%Property and casualty


90,191


28,942


15,936


77,185


21
%Total

$
188,632


45,539


44,931


188,024


24
%
  (a) Balances are reported net of inter-segment transactions.Premiums eliminated in consolidation were as follows:











**AMERCO AND CONSOLIDATED ENTITIES**




**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued**







**RepWest**

**Oxford**(Unaudited)(In thousands)Nine months ended September 30, 2004

$
-

$
1,105Nine months ended September 30, 2003

$
1,062

$
2,013




**9. 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 2034. At December 31, 2004, AMERCO has guaranteed $154.0 million of residual values for these assets at the end of the respective lease terms. Certain leases contain renewal and fair market value purchase options as well as mileage and other restrictions. 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 relating to these types of residual value guarantees.




Lease commitments for leases having terms of more than one year as of December 31, 2004, were as follows:


**Property**
**Plant and**
**Equipment**

**Rental**
**Fleet**

**Total**(In thousands)Year-ending:2005




$
11,718


113,181


124,8992006





11,135


102,068


113,2032007





10,979


64,167


75,1462008





10,788


32,142


42,9302009





10,382


17,751


28,133Thereafter





46,057


7,972


54,029Total




$
101,059


337,281


438,340


******


***W. P. Carey Transaction***




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 "synthetic leases"). Title to the real property subject to these leases was held by non-affiliated entities. As of March 31, 2003, we had obligations outstanding of $254 million under these synthetic leases, of which $117 million represented properties qualifying as operating leases and $137 million represented properties qualifying as capital leases.




These leases were amended and restated on March 15, 2004. As a result, we paid down approximately $31 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. The amended and restated terms of the synthetic lease caused it to become a capital lease. Consequently, we capitalized these leased properties as an asset and reported the corresponding lease obligation as a liability at March 31, 2004.














**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 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 from W.P. Carey (UH Storage DE) to Mercury Partners, LP ("Mercury") pursuant to a 20 year lease. These events are referred to as the "W.P. Carey Transaction." As a result of the W.P. Carey Transaction, we no longer have a capital lease related to these properties. The terms of the W.P. Carey Transaction provide for us to be reimbursed for capital improvements we previously made to these properties, subject to conditions, which we expect will occur over approximately the next 18 months.




As part of the W.P. Carey Transaction, U-Haul entered into agreements to manage these properties (including 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 million per year, with 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 Transaction, we made a $5 million security deposit, which will be refunded to us at the end of the lease term. We also made a deposit as part of the W.P. Carey Transaction totaling approximately $23 million, which is to be refunded to us at the earlier of attainment by the properties of certain earn-out milestones, or the end of the lease term.




The property management agreement we entered into with Mercury provides that Mercury will pay U-Haul a fee equal to 4% of the gross self-storage rental revenues generated by the properties, plus a bonus of up to 6% of gross self-storage rental revenues based on specified performance levels. During fiscal year 2005, U-Haul earned $1.0 million in management fees from Mercury.


****


**10. Contingencies**




***Kocher***




On July 20, 2000, Charles Kocher (Kocher) filed suit in Wetzel County, West Virginia, Civil Action No. 00-C-51-K, entitled Charles Kocher v. Oxford Life Insurance Co. (Oxford) seeking compensatory and punitive damages for breach of contract, bad faith and unfair claims settlement practices arising from an alleged failure of Oxford to properly and timely pay a claim under a disability and dismemberment policy. On March 22, 2002, the jury returned a verdict of $5 million in compensatory damages and $34 million in punitive damages. On November 5, 2002, the trial court entered an Order affirming the $39 million jury verdict and denying Oxfords motion for New Trial Or, in The Alternative, Remittitur. Oxford appealed the case to the West Virginia Supreme Court. On June 17, 2004 the West Virginia Supreme Court reversed and vacated the punitive damages award and remanded the case for a new trial on punitive damages. On July 15, 2004 Oxford filed a petition for a re-hearing with the West Virginia Supreme Court on the matter of compensatory damages and on September 9, 2004 the West Virginia Supreme Court denied the petition. The Company has accrued for this potential loss. The new trial on punitive damages is set for April 8, 2005. The Company has notified its E & O carrier of the West Virginia Supreme Courts ruling. The E&O carrier is disputing coverage.



















**AMERCO AND CONSOLIDATED ENTITIES**




**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued**




***Shoen***




On December 24, 2002, Paul F. Shoen filed a derivative action in the Third 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 Third 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 Third Judicial District Court of the State of Nevada, Washoe County, captioned M.S. Management Company, Inc. vs. William E. Carty, et al., CV 03-00386. Two additional derivative suits were also filed against these parties. These additional suits are substantially similar to the Paul F. Shoen derivative action. The five suits assert virtually identical claims. In fact, three of the five plaintiffs are parties who are working closely together and chose to file the same claims multiple times. The court consolidated all five complaints before dismissing them on May 28, 2003. Plaintiffs appealed and the appeal has been fully briefed before the Nevada Supreme Court. These lawsuits falsely alleged that the AMERCO Board lacked independence. In reaching its decision to dismiss these claims, the court determined that the AMERCO Board of Directors had the requisite level of independence required in order to have these claims resolved by the Board.




***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 that AMERCO engaged in transactions with SAC entities that falsely improved AMERCOs financial statements and that AMERCO failed to disclose the transactions properly. The action has been transferred to the United Sates District Court, District of Arizona. The action is in a very early stage. Management intends to defend this case vigorously.




***Securities and Exchange Commission***




The Securities and Exchange Commission (SEC) has issued a formal order of investigation to determine whether the Company has violated the Federal Securities laws. On January 7, 2003, the Company received the first of several subpoenas issued by the SEC to the Company. SAC Holdings, the Companys current and former auditors and others have also received subpoenas relating to this matter. The Company is cooperating with the SEC and is facilitating the expeditious review of its financial statements and any other issues that may arise. The Company has produced a substantial number of documents to the SEC and continues to respond to requests for additional documents and to provide witnesses for testimony. We cannot predict when the investigation will be completed or its outcome.














**AMERCO AND CONSOLIDATED ENTITIES**




**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued**






***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. Under this program we have spent approximately $44 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. ****




**11. 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 consolidating 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.




A brother of an executive officer is employed by U-Haul Business Consultants Inc., a subsidiary of U-Haul International.




During the third quarter of fiscal year 2005, a subsidiary of the Company held various unsecured notes of SAC Holdings. Substantially all of the equity interest of SAC Holdings is controlled 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 received cash interest payments of $1.0 million and $10.2 million, from SAC Holdings during the third quarter and first nine months of fiscal year 2005, respectively. The largest aggregate amount of notes receivable outstanding during the third quarter of fiscal year 2005 and the aggregate notes receivable balance at December 31, 2004 was $203.8 million. 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 by SAC Holdings, Mercury, 4 SAC, 5 SAC and 19 SAC 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. The Company received management fees of $10.9 million for the nine months ended December 31, 2004. This management fee is consistent with the fees received for other properties the Company manages for third parties.














**AMERCO AND CONSOLIDATED ENTITIES**




**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued**






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.




For the nine months ended December 31, 2004, the Company leased space for marketing company offices, vehicle repair shops and hitch installation centers owned by subsidiaries of SAC Holdings. Total lease payments pursuant to such leases were **** $1.9 million. 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.




At December 31, 2004, subsidiaries of SAC Holdings, 4 SAC, 5 SAC and 19 SAC acted as U-Haul independent dealers. The financial and other terms of the dealership contracts with subsidiaries of SAC Holdings are substantially identical to the terms of those with the Companys other independent dealers. For the nine months ended December 31, 2004, the Company paid the above mentioned entities $26.3 **** million in commissions pursuant to such dealership contracts.




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 in the past provided a unique structure for the Company to earn rental revenues from the SAC Holdings self-storage properties that the Company manages and to participate in SAC Holdings excess cash flows as described above. No real estate transactions with SAC Holdings that involve the Company or its subsidiaries are expected in the foreseeable future.




Independent fleet owners own approximately 4% of all U-Haul rental trailers and 0.01% of certain other rental equipment. There are approximately 1,290 independent fleet owners, including certain officers, directors, employees and stockholders of AMERCO. Such AMERCO officers, directors, employees and stockholders owned less than 1% of all U-Haul rental trailers during the third quarter of fiscal years 2005 and 2004, respectively. 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).




On August 20, 2004, an exchange occurred between the Company and James P. Shoen. Mr. Shoen, transferred 1,946,314 shares of AMERCO Series A Common Stock, $0.25 par value, in exchange for 1,946,314 shares of AMERCO Common Stock, $0.25 par value. Mr. Shoen is a director, employee and significant shareholder of AMERCO. No gain or loss was recognized as a result of this transaction.




In February 1997, AMERCO, through its insurance subsidiaries, invested in the equity of Private Mini Storage Realty, L.P. (Private Mini), a Texas-based self-storage operator. RepWest invested $13.5 million and had a direct 30.6% interest and an indirect 13.2% interest. Oxford invested $11 million and had a direct 24.9% interest and an indirect 10.8% interest. During 1997, Private Mini secured a $225 million line of credit with a financing institution, which was subsequently reduced in accordance with its terms to $125 million in December 2001. Under the terms of this credit facility, AMERCO entered into a support party agreement with Private Mini whereby upon default or noncompliance with debt covenants by Private Mini, AMERCO assumed responsibility to fulfill all obligations related to the credit facility. In 2003, the support party obligation was bifurcated into two separate support party obligations; one consisting of a $55 million support obligation and one consisting of a $70 million support obligation.














**AMERCO AND CONSOLIDATED ENTITIES**




**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued**






At March 31, 2003, $55 million of AMERCOs support party obligations had been triggered. As part of AMERCOs bankruptcy reorganization, AMERCO satisfied the $55 million obligation by issuing notes to the Private Mini creditor, and we correspondingly increased our receivable from Private Mini by $55 million. Interest from Private Mini on this receivable is being recorded and received by AMERCO on a regular basis. Under the terms of FIN 45, the remaining $70 million support part obligation is recognized by the Company as a liability. This resulted in AMERCO increasing Other Liabilities by $70 million and increasing our receivable from Private Mini by an additional $70 million.




**12. Consolidating Financial Information by Industry Segment**




AMERCO has three reportable segments represented by Moving and Self-Storage operations (U-Haul and Real Estate), Property and Casualty Insurance (RepWest) and Life Insurance (Oxford). SAC Holdings is part of the Moving and Self-Storage segment, but is not a part of the group obligated under the AMERCO debt agreement. Management tracks revenues separately, but does not report any separate measure of the profitability of 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 segments.




The notes of the Company are fully and unconditionally guaranteed, jointly and severally, by all of AMERCOs legal subsidiaries, except for our insurance company subsidiaries and except for SAC Holdings. Footnote 12 includes condensed consolidating financial information which presents the Condensed Consolidating Balance Sheets as of December 31, 2004 and March 31, 2004 and the related Condensed Consolidating Statements of Earnings and Condensed Consolidating Cash Flow Statements for the first nine months ended December 31, 2004 and 2003 for:




(a) AMERCO,




(b) the guarantor subsidiaries (comprised of AMERCO, U-Haul and Real Estate and each of their respective subsidiaries);




(c) the non guarantor subsidiaries (comprised of Oxford and RepWest and each of their respective subsidiaries); and




(d) SAC Holdings.




The information includes elimination entries necessary to consolidate AMERCO, the parent, with the guarantor and non-guarantor subsidiaries. Investments in subsidiaries are accounted for by the parent using the equity method of accounting. The guarantor and non-guarantor subsidiaries are presented on a combined basis. Deferred income taxes are shown as liabilities on the consolidating statements.


















**AMERCO and consolidated entities**




**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (C** **ontinued)**




**12.** **Consolidating balance sheets by industry segment as of December 31, 2004 are as follows:**


Obligated Group





AMERCO Legal Group



AMERCO as ConsolidatedAMERCO

U-Haul

Real Estate

Eliminations



Obligated Group
Consolidated

Property and Casualty Insurance(a)

Life
Insurance(a)

Eliminations



AMERCO
Consolidated

SAC Moving and Storage Operations

Eliminations



Total Consolidated(Unaudited)Assets:

(In thousands)Cash and cash equivalents

$
9,423

$
53,625

$
4,331

$
-




$
67,379

$
7,968

$
4,562

$
-




$
79,909

$
317

$
-




$
80,226Trade receivables, net


-


17,490


27


-





17,517


210,062


16,127


-





243,706


-


-





243,706Notes and mortgage receivables, net


-


4,289


1,358


-





5,647


-


-


-





5,647


-


-





5,647Inventories, net


-


52,698


-


-





52,698


-


-


-





52,698


1,133


-





53,831Prepaid expenses


3,394


19,742


-


-





23,136


-


-


-





23,136


214


-





23,350Investments, fixed maturities


-


-


-


-





-


116,775


555,232


-





672,007


-


-





672,007Investments, other


-


936


9,218


-





10,154


146,265


177,549


-





333,968


-


-





333,968Deferred policy acquisition costs, net


-


-


-


-





-


2,282


62,590


-





64,872


-


-





64,872Other assets


21,721


55,122


1,900


-





78,743


2,073


846


-





81,662


5,978


-





87,640Related party assets


544,718


601,859


11,880


(747,847
)

(d)


410,610


106,521


32,435


(142,435
)

(d)


407,131


-


(88,758
)

(d
)

318,373579,256


805,761


28,714


(747,847
)




665,884


591,946


849,341


(142,435
)




1,964,736


7,642


(88,758
)




1,883,620Investment in Subsidiaries


1,260,863


-


-


(979,824
)

(c)


281,039


-


-


(281,039
)

(c)


-


-


-





-Investment in SAC


(13,255
)

-


-


-





(13,255
)

-


-


-





(13,255
)

-


13,255


(c
)

-Total investment in subsidiaries


1,247,608


-


-


(979,824
)




267,784


-


-


(281,039
)




(13,255
)

-


13,255





-Property, plant and equipment, at cost:Land


-


21,316


130,171


-





151,487


-


-


-





151,487


-


-





151,487Buildings and improvements


-


85,537


599,903


-





685,440


-


-


-





685,440


-


-





685,440Furniture and equipment


413


267,485


17,878


-





285,776


-


-


-





285,776


-


-





285,776Rental trailers and other rental equipment


-


175,116


-


-





175,116


-


-


-





175,116


-


-





175,116Rental trucks


-


1,278,072


-


-





1,278,072


-


-


-





1,278,072


-


-





1,278,072SAC Holdings II - property, plant and equipment (b)


-


-


-


-





-


-


-


-





-


152,891


(74,212
)

(e
)

78,679413


1,827,526


747,952


-





2,575,891


-


-


-





2,575,891


152,891


(74,212
)




2,654,570Less: Accumulated depreciation


(372
)

(1,088,697
)

(268,370
)

-





(1,357,439
)

-


-


-





(1,357,439
)

(6,930
)

8,964


(e
)

(1,355,405
)Total property, plant and equipment


41


738,829


479,582


-





1,218,452


-


-


-





1,218,452


145,961


(65,248
)




1,299,165Total assets

$
1,826,905

$
1,544,590

$
508,296

$
(1,727,671
)



$
2,152,120

$
591,946

$
849,341

$
(423,474
)



$
3,169,933

$
153,603

$
(140,751
)



$
3,182,785(a) Balances as of September 30, 2004(b) Included in this caption is land of $56,959, buildings and improvements of $95,737, and furniture and equipment of $195(c) Eliminate investment in subsidiaries(d) Eliminate intercompany receivables and payables(e) Eliminate gain on sale of property from U-Haul to SAC














**AMERCO AND CONSOLIDATED ENTITIES**




**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)**




**12. Consolidating balance sheets by industry segment as of December 31, 2004 are as follows (continued):**


Obligated Group





AMERCO Legal Group



AMERCO as ConsolidatedAMERCO

U-Haul

Real Estate

Eliminations



Obligated Group
Consolidated

Property and Casualty Insurance(a)

Life
Insurance(a)

Eliminations



AMERCO
Consolidated

SAC Moving and Storage Operations

Eliminations



Total Consolidated(Unaudited)(In thousands)Liabilities:Accounts payable and accrued expenses

$
33,130

$
168,957

$
8,526

$
-




$
210,613

$
-

$
1,694

$
-




$
212,307

$
3,734

$
-




$
216,041AMERCO's notes and loans payable


696,048


-


-


-





696,048


-


-


-





696,048


-


-





696,048SAC Holdings' notes and loans payable


-


-


-


-





-


-


-


-





-


77,790


-





77,790Policy benefits and losses, claims and loss expenses payable


-


240,293


-


-





240,293


409,030


167,835


-





817,158


-


-





817,158Liabilities from investment contracts


-


-


-


-





-


-


516,273


-





516,273


-


-





516,273Other policyholders' funds and liabilities


-


-


-


-





-


8,574


15,828


-





24,402


-


-





24,402Deferred income


-


19,439


2


-





19,441


12,143


14,279


-





45,863


570


-





46,433Deferred income taxes


183,090


254,245


94,914


(349,159
)

(d)


183,090


(9,207
)

2,423


(38,414
)

(d)


137,892


(3,994
)

(27,249
)

(e
)

106,649Other liabilities


-


-


-


-





-


-


-


-





-


-


-





-Related party liabilities


253,761


141,501


156,071


(398,688
)

(d)


152,645


9,477


11,899


(104,021
)

(d)


70,000


88,758


(88,758
)

(d
)

70,000Total liabilities


1,166,029


824,435


259,513


(747,847
)




1,502,130


430,017


730,231


(142,435
)




2,519,943


166,858


(116,007
)




2,570,794Stockholders' equity:Serial preferred stock:Series A preferred stock


-


-


-


-





-


-


-


-





-


-


-





-Series B preferred stock


-


-


-


-





-


-


-


-





-


-


-





-Serial A common stock


929


-


-


-





929


-


-


-





929


-


-





929Common Stock


9,568


540


1


(541
)

(c)


9,568


3,300


2,500


(5,800
)

(c)


9,568


-


-





9,568Additional paid in-capital


396,415


121,230


147,481


(268,711
)

(c)


396,415


69,922


16,435


(86,357
)

(c)


396,415


-


(46,071
)

(e
)

350,344Accumulated other comprehensive income/(loss)


(24,354
)

(32,856
)

-


32,856


(c)


(24,354
)

5,652


3,718


(9,370
)

(c)


(24,354
)

-


-





(24,354
)Retained earnings


696,410


642,127


101,301


(743,428
)

(c)


696,410


83,055


96,457


(179,512
)

(c)


696,410


(13,255
)

21,327


(c
)

704,482Cost of common shares in treasury, net


(418,092
)

-


-


-





(418,092
)

-


-


-





(418,092
)

-


-





(418,092
)Unearned employee stock ownership plan shares


-


(10,886
)

-


-





(10,886
)

-


-


-





(10,886
)

-


-





(10,886
)Total stockholders' equity


660,876


720,155


248,783


(979,824
)




649,990


161,929


119,110


(281,039
)




649,990


(13,255
)

(24,744
)




611,991Total liabilities and stockholders' equity

$
1,826,905

$
1,544,590

$
508,296

$
(1,727,671
)



$
2,152,120

$
591,946

$
849,341

$
(423,474
)



$
3,169,933

$
153,603

$
(140,751
)



$
3,182,785(a) Balances as of September 30, 2004(b) Not used(c) Eliminate investment in subsidiaries(d) Eliminate intercompany receivables and payables(e) Eliminate gain on sale of property from U-Haul to SAC














**AMERCO AND CONSOLIDATED ENTITIES**




**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)**




**12. Consolidating balance sheets by industry segment as of March 31, 2004 are as follows:**


Obligated Group





AMERCO Legal Group



AMERCO as ConsolidatedAMERCO

U-Haul

Real
Estate

Eliminations



Obligated Group
Consolidated

Property and Casualty Insurance(a)

Life
Insurance(a)

Eliminations



AMERCO
Consolidated

SAC Moving and Storage Operations

Eliminations



Total ConsolidatedAssets:

(In thousands)Cash and cash equivalents

$
-

$
64,717

$
661

$
-




$
65,378

$
-

$
15,168

$
-




$
80,546

$
1,011

$
-




$
81,557Trade receivables, net


-


13,404


14,856


-





28,260


223,747


16,379


-





268,386


-


-





268,386Notes and mortgage receivables, net


-


2,973


1,564


-





4,537


-


-


-





4,537


-


-





4,537Inventories, net


-


51,922


-


-





51,922


-


-


-





51,922


880


-





52,802Prepaid expenses


81


12,947


2


-





13,030


-


-


-





13,030


142


-





13,172Investments, fixed maturities


-


-


-


-





-


148,903


560,450


-





709,353


-


-





709,353Investments, other


-


-


-


-





-


143,163


204,374


-





347,537


-


-





347,537Deferred policy acquisition costs, net


-


-


-


-





-


3,843


73,096


-





76,939


-


-





76,939Other assets


26,001


26,762


2,989


-





55,752


3,686


1,000


-





60,438


4,633


-





65,071Related party assets


531,458


397,406


13,300


(551,450
)

(d)


390,714


104,543


50,187


(155,341
)

(d)


390,103


-


(85,657
)

(d
)

304,446557,540


570,131


33,372


(551,450
)




609,593


627,885


920,654


(155,341
)




2,002,791


6,666


(85,657
)




1,923,800Investment in subsidiaries


1,137,579


-


-


(847,545
)

(c)


290,034


-


-


(290,034
)

(c)


-


-


-





-Investment in SAC


(12,427
)

-


-


-





(12,427
)

-


-


-





(12,427
)

-


12,427


(c
)

-Total investment in subsidiaries


1,125,152


-


-


(847,545
)




277,607


-


-


(290,034
)




(12,427
)

-


12,427





-Property, plant and equipment, at cost:Land


-


20,923


137,671


-





158,594


-


-


-





158,594


-


-





158,594Buildings and improvements


-


271,223


603,762


-





874,985


-


-


-





874,985


-


-





874,985Furniture and equipment


413


274,600


18,102


-





293,115


-


-


-





293,115


-


-





293,115Rental trailers and other rental equipment


-


159,586


-


-





159,586


-


-


-





159,586


-


-





159,586Rental trucks


-


1,219,002


-


-





1,219,002


-


-


-





1,219,002


-


-





1,219,002SAC Holdings II - property, plant and equipment (b)


-


-


-


-





-


-


-


-





-


152,575


(74,212
)

(e
)

78,363413


1,945,334


759,535


-





2,705,282


-


-


-





2,705,282


152,575


(74,212
)




2,783,645Less: Accumulated depreciation


(353
)

(1,069,605
)

(265,279
)

-





(1,335,237
)

-


-


-





(1,335,237
)

(5,147
)

8,544


(e
)

(1,331,840
)Total property, plant and equipment


60


875,729


494,256


-





1,370,045


-


-


-





1,370,045


147,428


(65,668
)




1,451,805Total assets

$
1,682,752

$
1,445,860

$
527,628

$
(1,398,995
)



$
2,257,245

$
627,885

$
920,654

$
(445,375
)



$
3,360,409

$
154,094

$
(138,898
)



$
3,375,605(a) Balances as of December 31, 2003(b) Included in this caption is land of $57,123, buildings and improvements of $95,326, and furniture and equipment of $126(c) Eliminate investment in subsidiaries(d) Eliminate intercompany receivables and payables(e) Eliminate gain on sale of property from U-Haul to SAC














**AMERCO AND CONSOLIDATED ENTITIES**




**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)**




**12. Consolidating balance sheets by industry segment as of March 31, 2004 are as follows (continued):**


Obligated Group





AMERCO Legal Group



AMERCO as ConsolidatedAMERCO

U-Haul

Real Estate

Eliminations



Obligated Group
Consolidated

Property and Casualty Insurance(a)

Life
Insurance(a)

Eliminations



AMERCO
Consolidated

SAC Moving and Storage Operations

Eliminations



Total Consolidated(In thousands)Liabilities:Accounts payable and accrued expenses

$
9,971

$
220,587

$
2,622

$
-




$
233,180

$
734

$
5,522

$
-




$
239,436

$
5,134

$
-




$
244,570Capital leases


-


99,609


-


-





99,609


-


-


-





99,609


-


-





99,609AMERCO's notes and loans payable


862,697


-


-


-





862,697


-


-


-





862,697


-


-





862,697SAC Holdings' notes and loans payable


-


-


-


-





-


-


-


-





-


78,637


-





78,637Policy benefits and losses, claims and loss expenses payable


-


206,595


-


-





206,595


429,593


177,550


-





813,738


-


-





813,738Liabilities from investment contracts


-


-


-


-





-


-


574,745


-





574,745


-


-





574,745Other policyholders' funds and liabilities


-


-


-


-





-


18,369


10,363


-





28,732


-


-





28,732Deferred income


-


21,278


36


-





21,314


15,229


14,279


-





50,822


561


-





51,383Deferred income taxes


163,652


222,188


94,914


(355,399
)

(d)


125,355


(12,080
)

5,953


(24,552
)

(d)


94,676


(3,468
)

(27,408
)

(e
)

63,800Other liabilities


-


-


-


-





-


-


-


-





-


-


-





-Related party liabilities


92,300


74,089


196,051


(196,051
)

(d)


166,389


7,000


11,248


(130,789
)

(d)


53,848


85,657


(85,657
)

(d
)

53,848Total liabilities


1,128,620


844,346


293,623


(551,450
)




1,715,139


458,845


799,660


(155,341
)




2,818,303


166,521


(113,065
)




2,871,759Stockholders' equity:Serial preferred stock:Series A preferred stock


-


-


-


-





-


-


-


-





-


-


-





-Series B preferred stock


-


-


-


-





-


-


-


-





-


-


-





-Serial A common stock


1,416


-


-


-





1,416


-


-


-





1,416


-


-





1,416Common Stock


9,081


540


1


(541
)

(c)


9,081


3,300


2,500


(5,800
)

(c)


9,081


-


-





9,081Additional paid in-capital


395,803


121,230


147,481


(268,711
)

(c)


395,803


70,023


16,435


(86,458
)

(c)


395,803


-


(46,071
)

(e
)

349,732Accumulated other comprehensive income/(loss)


(21,446
)

(34,913
)

-


34,913


(c)


(21,446
)

6,975


7,299


(14,274
)

(c)


(21,446
)

-


-





(21,446
)Retained earnings


587,370


526,683


86,523


(613,206
)

(c)


587,370


88,742


94,760


(183,502
)

(c)


587,370


(12,427
)

20,238


(c
)

595,181Cost of common shares in treasury, net


(418,092
)

-


-


-





(418,092
)

-


-


-





(418,092
)

-


-





(418,092
)Unearned employee stock ownership plan shares


-


(12,026
)

-


-





(12,026
)

-


-


-





(12,026
)

-


-





(12,026
)Total stockholders' equity


554,132


601,514


234,005


(847,545
)




542,106


169,040


120,994


(290,034
)




542,106


(12,427
)

(25,833
)




503,846Total liabilities and stockholders' equity

$
1,682,752

$
1,445,860

$
527,628

$
(1,398,995
)



$
2,257,245

$
627,885

$
920,654

$
(445,375
)



$
3,360,409

$
154,094

$
(138,898
)



$
3,375,605(a) Balances as of December 31, 2003(b) Not used(c) Eliminate investment in subsidiaries(d) Eliminated intercompany receivables and payables(e) Eliminate gain on sale of property from U-Haul to SAC














**AMERCO AND CONSOLIDATED ENTITIES**




**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)**




**12. Consolidating statement of operations by industry segment for the quarter ended December 31, 2004 are as follows:**


Obligated Group





AMERCO Legal Group



AMERCO as ConsolidatedAMERCO

U-Haul

Real Estate

Eliminations



Obligated Group
Consolidated

Property and Casualty Insurance(a)

Life
Insurance(a)

Eliminations



AMERCO
Consolidated

SAC Moving and Storage Operations

Eliminations



Total Consolidated(Unaudited)(In thousands)Revenues:Rental revenue

$
-

$
362,427

$
14,136

$
(15,481
)

(b)

$
361,082

$
-

$
-

$
-




$
361,082

$
6,875

$
(2,826
)

(b
)
$
365,131Net sales


-


39,404


(15
)

-





39,389


-


-


-





39,389


3,231


-





42,620Premiums


-


-


-


-





-


3,975


31,603


(944
)

(c)


34,634


-


-





34,634Net investment and interest income


1,869


5,270


22


-





7,161


6,827


6,299


-





20,287


-


(2,145
)

(d
)

18,142Total revenues


1,869


407,101


14,143


(15,481
)




407,632


10,802


37,902


(944
)




455,392


10,106


(4,971
)




460,527Costs and expenses:Operating expenses


5,126


276,504


1,657


(15,481
)

(b)


267,806


3,824


12,656


(944
)

(b,c)


283,342


5,226


(606
)

(b,c
)

287,962Commission expenses


-


41,286


-


-





41,286


-


-


-





41,286


-


(2,043
)




39,243Cost of sales


-


19,254


(8
)

-





19,246


-


-


-





19,246


2,115


-





21,361Benefits and losses


-


-


-


-





-


15,920


22,683


-





38,603


-


-





38,603Amortization of deferred policy acquisition costs


-


-


-


-





-


276


6,003


-





6,279


-


-





6,279Lease expense


23


38,656


4


-





38,683


-


-


-





38,683


-


(177
)

(b
)

38,506Depreciation, net


7


27,725


63


-





27,795


-


-


-





27,795


627


(140
)

(e
)

28,282Total costs and expenses


5,156


403,425


1,716


(15,481
)




394,816


20,020


41,342


(944
)




455,234


7,968


(2,966
)




460,236Equity in earnings of AREC, UHI, RWIC & OLIC


3,161


-


-


(11,481
)

(f)


(8,320
)

-


-


8,320


(f)


-


-


-





-Equity in earnings of SAC II


(905
)

-


-


-





(905
)

-


-


-





(905
)

-


905


(f
)

-Total - equity earnings in subsidiaries


2,256


-


-


(11,481
)




(9,225
)

-


-


8,320





(905
)

-


905





-Earnings (loss) from operations


(1,031
)

3,676


12,427


(11,481
)




3,591


(9,218
)

(3,440
)

8,320





(747
)

2,138


(1,100
)




291Interest expense(benefit)


17,707


(6,354
)

4,013


-





15,366


-


-


-





15,366


3,710


(2,145
)

(d
)

16,931Litigation settlement


51,341


-


-


-





51,341


-


-


-





51,341


-


-





51,341Pretax earnings (loss)


32,603


10,030


8,414


(11,481
)




39,566


(9,218
)

(3,440
)

8,320





35,228


(1,572
)

1,045





34,701Income tax benefit (expense)


(11,144
)

(3,665
)

(3,298
)

-





(18,107
)

3,219


1,119


-





(13,769
)

667


(53
)




(13,155
)Net earnings (loss)


21,459


6,365


5,116


(11,481
)




21,459


(5,999
)

(2,321
)

8,320





21,459


(905
)

992





21,546Less: Preferred stock dividends


(3,241
)

-


-


-





(3,241
)

-


-


-





(3,241
)

-


-





(3,241
)Earnings (loss) available to common shareholders

$
18,218

$
6,365

$
5,116

$
(11,481
)



$
18,218

$
(5,999
)
$
(2,321
)
$
8,320




$
18,218

$
(905
)
$
992




$
18,305(a) Balances for the quarter ended September 30, 2004(b) Eliminate intercompany lease income(c) Eliminate intercompany premiums(d) Eliminate intercompany interest on debt(e) Eliminate gain on sale of surplus property from U-Haul to SAC(f) Eliminate equity earnings of subsidiaries














**AMERCO AND CONSOLIDATED ENTITIES**




**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)**




**12. Consolidating statements of operations by industry for the quarter ended December 31, 2003 are as follows:**


Obligated Group





AMERCO Legal Group



AMERCO as ConsolidatedAMERCO

U-Haul

Real Estate

Eliminations



Obligated Group
Consolidated

Property and Casualty Insurance(a)

Life
Insurance(a)

Eliminations



AMERCO
Consolidated

SAC Moving and Storage Operations

Eliminations



Total Consolidated(Unaudited)(In thousands)Revenues:Rental revenue

$
-

$
356,803

$
15,404

$
(15,488
)

(b)

$
356,719

$
-

$
-

$
-




$
356,719

$
43,257

$
(13,520
)

(b
)
$
386,456Net sales


-


36,655


15


-





36,670


-


-


-





36,670


10,542


-





47,212Premiums


-


-


-


-





-


20,106


36,427


(445
)

(c)


56,088


-


-





56,088Net investment and interest income


529


6,908


2,017


-





9,454


7,258


4,743


-





21,455


-


(8,628
)

(d
)

12,827Total revenues


529


400,366


17,436


(15,488
)




402,843


27,364


41,170


(445
)




470,932


53,799


(22,148
)




502,583Costs and expenses:Operating expenses


6,153


283,936


1,972


(15,488
)

(b)


276,573


3,460


6,020


(445
)

(b,c)


285,608


24,926


(3,156
)

(b,c
)

307,378Restructuring expenses


7,613


-


-


-





7,613


-


-


-





7,613


-


-





7,613Commission expenses


-


38,123


-


-





38,123


-


-


-





38,123


-


(6,987
)




31,136Cost of sales


-


19,684


5


-





19,689


-


-


-





19,689


4,219


-





23,908Benefits and losses


-


-


-


-





-


26,597


24,359


-





50,956


-


-





50,956Amortization of deferred policy acquisition costs


-


-


-


-





-


4,676


6,351


-





11,027


-


-





11,027Lease expense


231


36,224


124


-





36,579


-


-


-





36,579


-


(3,377
)

(b
)

33,202Depreciation, net


3


32,799


926


-





33,728


-


-


-





33,728


5,147


(482
)

(e
)

38,393Total costs and expenses


14,000


410,766


3,027


(15,488
)




412,305


34,733


36,730


(445
)




483,323


34,292


(14,002
)




503,613Equity in earnings of AREC, UHI, RWIC & OLIC


(2,983
)

-


-


569


(f)


(2,414
)

-


-


2,414


(f)


-


-


-





-Equity in earnings of SAC


216


-


-


-





216


-


-


-





216


-


(216
)

(f
)

-Total - equity earnings in subsidiaries


(2,767
)

-


-


569





(2,198
)

-


-


2,414





216


-


(216
)




-Earnings (loss) from operations


(16,238
)

(10,400
)

14,409


569





(11,660
)

(7,369
)

4,440


2,414





(12,175
)

19,507


(8,362
)




(1,030
)Interest expense(benefit)


14,485


(2,868
)

8,127


-





19,744


-


-


-





19,744


20,052


(8,628
)

(d
)

31,168Pretax earnings (loss)


(30,723
)

(7,532
)

6,282


569





(31,404
)

(7,369
)

4,440


2,414





(31,919
)

(545
)

266





(32,198
)Income tax benefit (expense)


8,574


3,238


(2,557
)

-





9,255


2,573


(2,058
)

-





9,770


761


-





10,531Net earnings (loss)


(22,149
)

(4,294
)

3,725


569





(22,149
)

(4,796
)

2,382


2,414





(22,149
)

216


266





(21,667
)Less: Preferred stock dividends


(3,241
)

-


-


-





(3,241
)

-


-


-





(3,241
)

-


-





(3,241
)Earnings (loss) available to common shareholders

$
(25,390
)
$
(4,294
)
$
3,725

$
569




$
(25,390
)
$
(4,796
)
$
2,382

$
2,414




$
(25,390
)
$
216

$
266




$
(24,908
)(a) Balances for the quarter ended September 30, 2003(b) Eliminate intercompany lease income(c) Eliminate intercompany premiums(d) Eliminate intercompany interest on debt(e) Eliminate gain on sale of surplus property from U-Haul to SAC(f) Eliminate equity earnings of subsidiaries
















**AMERCO AND CONSOLIDATED ENTITIES**




**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (C** **ontinued)**




**12. Consolidating statements of operations by industry for the nine months ended December 31, 2004 are as follows:**


Obligated Group





AMERCO Legal Group



AMERCO as ConsolidatedAMERCO

U-Haul

Real Estate

Eliminations



Obligated Group
Consolidated

Property and Casualty Insurance(a)

Life
Insurance(a)

Eliminations



AMERCO
Consolidated

SAC Moving and Storage Operations

Eliminations



Total Consolidated(Unaudited)(In thousands)Revenues:Rental revenue

$
-

$
1,253,643

$
43,499

$
(46,492
)

(b)

$
1,250,650

$
-

$
-

$
-




$
1,250,650

$
21,389

$
(9,704
)

(b
)
$
1,262,335Net sales


-


149,844


-


-





149,844


-


-


-





149,844


11,839


-





161,683Premiums


-


-


-


-





-


20,815


97,640


(2,939
)

(c)


115,516


-


-





115,516Net investment and interest income


6,826


16,569


76


-





23,471


15,063


17,960


-





56,494


-


(6,242
)

(d
)

50,252Total revenues


6,826


1,420,056


43,575


(46,492
)




1,423,965


35,878


115,600


(2,939
)




1,572,504


33,228


(15,946
)




1,589,786Costs and expenses:Operating expenses


16,653


832,195


5,304


(46,492
)

(b)


807,660


5,381


23,907


(2,939
)

(b,c)


834,009


16,615


(2,003
)

(b,c
)

848,621Commission expenses


-


145,233


-


-





145,233


-


-


-





145,233


-


(7,169
)




138,064Cost of sales


-


72,489


-


-





72,489


-


-


-





72,489


5,128


-





77,617Benefits and losses


-


-


-


-





-


33,817


70,377


-





104,194


-


-





104,194Amortization of deferred policy acquisition costs


-


-


-


-





-


5,429


18,586


-





24,015


-


-





24,015Lease expense


67


115,823


31


-





115,921


-


-


-





115,921


-


(532
)

(b
)

115,389Depreciation, net


24


81,576


3,147


-





84,747


-


-


-





84,747


1,887


(420
)

(e
)

86,214Total costs and expenses


16,744


1,247,316


8,482


(46,492
)




1,226,050


44,627


112,870


(2,939
)




1,380,608


23,630


(10,124
)




1,394,114Equity in earnings of AREC, UHI, RWIC & OLIC


126,232


-


-


(130,222
)

(f)


(3,990
)

-


-


3,990


(f)


-


-


-





-Equity in earnings of SAC II


(828
)

-


-


-





(828
)

-


-


-





(828
)

-


828


(f
)

-Total - equity earnings in subsidiaries


125,404


-


-


(130,222
)




(4,818
)

-


-


3,990





(828
)

-


828





-Earnings (loss) from operations


115,486


172,740


35,093


(130,222
)




193,097


(8,749
)

2,730


3,990





191,068


9,598


(4,994
)




195,672Interest expense(benefit)


51,917


(13,258
)

10,637


-





49,296


-


-


-





49,296


10,941


(6,242
)

(d
)

53,995Litigation settlement


51,341


-


-


-





51,341


-


-


-





51,341


-


-





51,341Pretax earnings (loss)


114,910


185,998


24,456


(130,222
)




195,142


(8,749
)

2,730


3,990





193,113


(1,343
)

1,248





193,018Income tax benefit (expense)


3,853


(70,554
)

(9,678
)

-





(76,379
)

3,062


(1,033
)

-





(74,350
)

515


(159
)




(73,994
)Net earnings (loss)


118,763


115,444


14,778


(130,222
)




118,763


(5,687
)

1,697


3,990





118,763


(828
)

1,089





119,024Less: Preferred stock dividends


(9,723
)

-


-


-





(9,723
)

-


-


-





(9,723
)

-


-





(9,723
)Earnings (loss) available to common shareholders

$
109,040

$
115,444

$
14,778

$
(130,222
)



$
109,040

$
(5,687
)
$
1,697

$
3,990




$
109,040

$
(828
)
$
1,089




$
109,301(a) Balances for the nine months ended September 30, 2004(b) Eliminate intercompany lease income(c ) Eliminate intercompany premiums(d) Eliminate intercompany interest on debt(e) Eliminate gain on sale of surplus property from U-Haul to SAC(f) Eliminate equity earnings of subsidiaries
















**AMERCO AND CONSOLIDATED ENTITIES**




**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (C** **ontinued)**




**12. Consolidating statements of operations by industry for the nine months ended December 31, 2003 are as follows:**


Obligated Group





AMERCO Legal Group



AMERCO as ConsolidatedAMERCO

U-Haul

Real Estate

Eliminations



Obligated Group
Consolidated

Property and Casualty Insurance(a)

Life
Insurance(a)

Eliminations



AMERCO
Consolidated

SAC Moving and Storage Operations

Eliminations



Total Consolidated(Unaudited)(In thousands)Revenues:Rental revenue

$
-

$
1,220,036

$
45,544

$
(45,649
)

(b)

$
1,219,931

$
-

$
-

$
-




$
1,219,931

$
127,415

$
(42,876
)

(b
)
$
1,304,470Net sales


-


142,375


52


-





142,427


-


-


-





142,427


39,621


-





182,048Premiums


-


-


-


-





-


78,247


112,852


(3,075
)

(c)


188,024


-


-





188,024Net investment and interest income


1,057


22,740


6,012


-





29,809


19,180


15,420


-





64,409


-


(28,795
)

(d
)

35,614Total revenues


1,057


1,385,151


51,608


(45,649
)




1,392,167


97,427


128,272


(3,075
)




1,614,791


167,036


(71,671
)




1,710,156Costs and expenses:Operating expenses


20,372


817,768


5,615


(45,649
)

(b)


798,106


17,761


23,173


(3,075
)

(b,c)


835,965


81,541


(9,811
)

(b,c
)

907,695Restructuring expenses


12,027


-


-


-





12,027


-


-


-





12,027


-


-





12,027Commission expenses


-


139,065


-


-





139,065


-


-


-





139,065


-


(22,933
)




116,132Cost of sales


-


70,099


21


-





70,120


-


-


-





70,120


16,903


-





87,023Benefits and losses


-


-


-


-





-


89,594


80,207


-





169,801


-


-





169,801Amortization of deferred policy acquisition costs


-


-


-


-





-


11,842


17,044


-





28,886


-


-





28,886Lease expense


691


110,758


399


-





111,848


-


-


-





111,848


-


(10,132
)

(b
)

101,716Depreciation, net


10


93,693


5,092


-





98,795


-


-


-





98,795


16,007


(1,446
)

(e
)

113,356Total costs and expenses


33,100


1,231,383


11,127


(45,649
)




1,229,961


119,197


120,424


(3,075
)




1,466,507


114,451


(44,322
)




1,536,636Equity in earnings of AREC, UHI, RWIC & OLIC


104,158


-


-


(113,337
)

(f)


(9,179
)

-


-


9,179


(f)


-


-


-





-Equity in earnings of SAC


(5,811
)

-


-


-





(5,811
)

-


-


-





(5,811
)

-


5,811


(f
)

-Total - equity earnings in subsidiaries


98,347


-


-


(113,337
)




(14,990
)

-


-


9,179





(5,811
)

-


5,811





-Earnings (loss) from operations


66,304


153,768


40,481


(113,337
)




147,216


(21,770
)

7,848


9,179





142,473


52,585


(21,538
)




173,520Interest expense(benefit)


44,414


(8,018
)

23,965


-





60,361


-


-


-





60,361


61,273


(28,795
)

(d
)

92,839Pretax earnings (loss)


21,890


161,786


16,516


(113,337
)




86,855


(21,770
)

7,848


9,179





82,112


(8,688
)

7,257





80,681Income tax benefit (expense)


26,758


(58,184
)

(6,781
)

-





(38,207
)

7,619


(2,876
)

-





(33,464
)

2,877


-





(30,587
)Net earnings (loss)


48,648


103,602


9,735


(113,337
)




48,648


(14,151
)

4,972


9,179





48,648


(5,811
)

7,257





50,094Less: Preferred stock dividends


(9,723
)

-


-


-





(9,723
)

-


-


-





(9,723
)

-


-





(9,723
)Earnings (loss) available to common shareholders

$
38,925

$
103,602

$
9,735

$
(113,337
)



$
38,925

$
(14,151
)
$
4,972

$
9,179




$
38,925

$
(5,811
)
$
7,257




$
40,371(a) Balances for the nine months ended September 30, 2003(b) Eliminate intercompany lease income(c) Eliminate intercompany premiums(d) Eliminate intercompany interest on debt(e) Eliminate gain on sale of surplus property from U-Haul to SAC(f) Eliminate equity earnings of subsidiaries
















**AMERCO AND CONSOLIDATED ENTITIES**




**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)**


**12. Consolidating cash flow statements by industry segment for the nine months ended December 31, 2004 are as follows:**


Obligated Group



AMERCO Legal Group

AMERCO as ConsolidatedAmerco

U-Haul

Real
Estate

Eliminations

Obligated Group
Consolidated

Property and Casualty Insurance (a)

Life
Insurance (a)

Eliminations

Amerco Consolidated

SAC Moving and Storage Operations

Eliminations

Total Consolidated(Unaudited)(In thousands)Cash flows from operating activities:Earnings available to common shareholders

$
109,040

$
115,444

$
14,778

$
(130,222
)
$
109,040

$
(5,687
)
$
1,696

$
3,991

$
109,040

$
(828
)
$
1,089

$
109,301Depreciation


24


77,086


6,453


-


83,563


-


-


-


83,563


1,887


(420
)

85,030Amortization of deferred policy acquisition costs


-


-


-


-


-


6,016


19,946


-


25,962


-


-


25,962Provision for losses on accounts receivable


-


(149
)

-


-


(149
)

-


-


-


(149
)

-


-


(149
)Net (gain) loss on sale of real and personal property


-


4,490


(3,306
)

-


1,184


-


-


-


1,184


-


-


1,184(Gain) loss on sale of investments


-


-


-


-


-


(3,404
)

(492
)

-


(3,896
)

-


-


(3,896
)Reductions in policy liabilities and accruals


-


33,698


-


-


33,698


(26,611
)

(9,369
)

-


(2,282
)

-


-


(2,282
)Capitalizations of deferred policy acquisition costs


-


-


-


-


-


(3,868
)

(5,013
)

-


(8,881
)

-


-


(8,881
)Net reduction in other operating assets and liabilities


89,387


(198,301
)

(14,671
)

130,222


6,637


14,924


1,064


(3,991
)

18,634


(486
)

(669
)

17,479Net cash provided by (used in) operating activities


198,451


32,268


3,254


-


233,973


(18,630
)

7,832


-


223,175


573


-


223,748Cash flows from investing activities:Purchases of investments:Property, plant and equipment


-


(169,981
)

(2,090
)

-


(172,071
)

-


-


-


(172,071
)

(420
)

-


(172,491
)Fixed maturities


-


-


-


-


-


(2,045
)

(82,227
)

-


(84,272
)

-


-


(84,272
)Common stock


-


-


-


-


-


-


(6,765
)

-


(6,765
)

-


-


(6,765
)Mortgage loans


-


-


-


-


-


-


(750
)

-


(750
)







(750
)Proceeds from sale of investments:Property, plant and equipment


-


225,305


2,506


-


227,811


-


-


-


227,811


-


-


227,811Fixed maturities


-


-


-


-


-


31,759


82,085


-


113,844


-


-


113,844Preferred stock


-


-


-


-


-


-


3,811


-


3,811


-


-


3,811Real estate


-


-


-


-


-


5,269


-


-


5,269


-


-


5,269Mortgage loans


-


-


-


-


-


-


2,819


-


2,819


-


-


2,819Changes in other investments


-


-


-


-


-


(8,385
)

42,144


-


33,759


-


-


33,759Net cash provided by (used in) investing activities


-


55,324


416


-


55,740


26,598


41,117


-


123,455


(420
)

-


123,035Cash flows from financial activities:Borrowings from Credit Facilities


36,859


-


-


-


36,859


-


-


-


36,859


-


-


36,859Leverage Employee Stock Ownership Plan:Repayments from loans


612


1,140


-


-


1,752


-


-


-


1,752


-


-


1,752Principal Repayments on Credit Facilities


(201,202
)

(215
)

-


-


(201,417
)

-


-


-


(201,417
)

(847
)

-


(202,264
)Payoff of capital leases


-


(99,609
)

-


-


(99,609
)

-


-


-


(99,609
)

-


-


(99,609
)Dividends paid


(25,297
)

-


-


-


(25,297
)

-


-


-


(25,297
)

-


-


(25,297
)Investment contract deposits


-


-


-


-


-


-


19,587


-


19,587


-


-


19,587Investment contract withdrawals


-


-


-


-


-


-


(79,142
)

-


(79,142
)

-


-


(79,142
)Net cash provided by (used in) financing activities


(189,028
)

(98,684
)

-


-


(287,712
)

-


(59,555
)

-


(347,267
)

(847
)

-


(348,114
)Increase (decrease) in cash equivalents


9,423


(11,092
)

3,670


-


2,001


7,968


(10,606
)

-


(637
)

(694
)

-


(1,331
)Cash and cash equivalents at the beginning of period


-


64,717


661


-


65,378


-


15,168


-


80,546


1,011


-


81,557Cash and cash equivalents at the end of period

$
9,423

$
53,625

$
4,331

$
-

$
67,379

$
7,968

$
4,562

$
-
$

79,909

$
317

$
-
$

80,226(a) Balances for the nine months ended September 30, 2004














**AMERCO AND CONSOLIDATED ENTITIES**


**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (C** **ONTINUED)**


**12. Consolidating cash flow statements by industry segment for the nine months ended December 31, 2003 are as follows:**


Obligated Group



AMERCO Legal Group

AMERCO as ConsolidatedAmerco

U-Haul

Real
Estate

Eliminations

Obligated Group
Consolidated

Property and Casualty Insurance (a)

Life
Insurance (a)

Eliminations

Amerco Consolidated

SAC Moving and Storage Operations

Eliminations

Total Consolidated(Unaudited)(In thousands)Cash flows from operating activities:Earnings available to common shareholders

$
38,925

$
103,602

$
9,735

$
(113,337
)
$
38,925

$
(14,150
)
$
4,972

$
9,178

$
38,925

$
(5,811
)
$
7,257

$
40,371Depreciation


10


86,472


6,442


-


92,924


-


-


-


92,924


16,007


(1,446
)

107,485Amortization of deferred policy acquisition costs


-


-


-


-


-


12,600


15,728


-


28,328


-


-


28,328Provision for losses on accounts receivable


-


686


-


-


686


-


-


-


686


-


-


686Net (gain) loss on sale of real and personal property


-


7,221


(1,350
)

-


5,871


-


-


-


5,871


-


-


5,871(Gain) loss on sale of investments


-


-


-


-


-


(3,038
)

(365
)

-


(3,403
)

-


-


(3,403
)Reductions in policy liabilities and accruals


-


-


-


-


-


(34,442
)

(1,141
)

-


(35,583
)

-


-


(35,583
)Capitalizations of deferred policy acquisition costs


-


-


-


-


-


(5,095
)

(10,945
)

-


(16,040
)

-


-


(16,040
)Net reduction in other operating assets and liabilities


29,144


(82,169
)

(18,747
)

113,337


41,565


(11,461
)

3,549


(9,178
)

24,475


(8,988
)

5,932


21,419Net cash provided by (used in) operating activities


68,079


115,812


(3,920
)

-


179,971


(55,586
)

11,798


-


136,183


1,208


11,743


149,134Cash flows from investing activities:Purchases of investments:Property, plant and equipment


-


(131,746
)

(2,061
)

-


(133,807
)

-


-


-


(133,807
)

(19,254
)

5,717


(147,344
)Fixed maturities


-


-


-


-


-


(5,358
)

(45,304
)

-


(50,662
)

-


-


(50,662
)Other asset investment


-


-


-


-


-


(31,223
)

(46,919
)

-


(78,142
)

(29,508
)

29,508


(78,142
)Proceeds from sale of investments:Property, plant and equipment


-


20,797


6,023


-


26,820


-


-


-


26,820


43,331


(37,614
)

32,537Fixed maturities


-


-


-


-


-


83,527


87,878


-


171,405


-


-


171,405Preferred stock


-


-


-


-


-


-


-


-


-


-


-


-Real estate


-


-


-


-


-


-


-


-


-


-


-


-Mortgage loans


-


73


130


-


203


-


-


-


203


-


-


203Changes in other investments


-


-


-


-


-


-


28,534


-


28,534


-


-


28,534Net cash provided by (used in) investing activities


-


(110,876
)

4,092


-


(106,784
)

46,946


24,189


-


(35,649
)

(5,431
)

(2,389
)

(43,469
)Cash flows from financial activities:Net change in short-term borrowings


5,649


-


-


-


5,649


-


-


-


5,649


-


-


5,649Proceeds from notes


50,000


-


-


-


50,000


-


-


-


50,000


10,791


(10,791
)

50,000Leverage Employee Stock Ownership Plan:Purchase of shares


-


-


-


-


-


-


-


-


-


-


-


-Repayments from loan


-


455


-


-


455


-


-


-


455


-


-


455Principal payments on notes


(50,000
)

-


-


-


(50,000
)

-


-


-


(50,000
)

(7,153
)

1,437


(55,716
)Dividends paid


-


-


-


-


-


-


-


-


-


-


-


-Investment contract deposits


-


-


-


-


-


-


43,020


-


43,020


-


-


43,020Investment contract withdrawals


-


-


-


-


-


-


(79,041
)

-


(79,041
)

-


-


(79,041
)Net cash provided by (used in) financing activities


5,649


455


-


-


6,104


-


(36,021
)

-


(29,917
)

3,638


(9,354
)

(35,633
)Increase (decrease) in cash equivalents


73,728


5,391


172


-


79,291


(8,640
)

(34
)

-


70,617


(585
)

-


70,032Cash and cash equivalents at the beginning of period


18,524


30,046


174


-


48,744


4,108


9,320


-


62,172


4,662


-


66,834Cash and cash equivalents at the end of period

$
92,252

$
35,437

$
346

$
-

$
128,035

$
(4,532
)
$
9,286

$
-

$
132,789

$
4,077

$
-

$
136,866(a) Balances for the nine months ended September 30, 2003




















**AMERCO AND CONSOLIDATED ENTITIES**




**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (C** **ontinued)**




**13. Industry Segment and Geographic Area DataGeographic Area Data -- All amounts are in U. S. $s**




**United States**

**Canada**

**Consolidated****Quarter Ended**(Unaudited)(All amounts are in thousands U.S. $'s)**As of and for the period ended, December 31, 2004**Total revenues

$
448,791

$
11,736

$
460,527Depreciation / amortization, net


33,319


1,242


34,561Interest expense / (income)


16,961


(30
)

16,931Pretax earnings (loss)


35,155


(454
)

34,701Income tax expense


13,155


-


13,155Identifiable assets


3,109,869


72,916


3,182,785  **United States**

**Canada**

**Consolidated**(All amounts are in thousands U.S. $'s)**As of and for the period ended, December 31, 2003**Total revenues

$
486,963

$
15,620

$
502,583Depreciation / amortization, net


47,806


1,614


49,420Interest expense


30,125


1,043


31,168Pretax loss


31,947


251


32,198Income tax benefit


10,531


-


10,531Identifiable assets


3,034,276


139,948


3,174,224














**AMERCO AND CONSOLIDATED ENTITIES**




**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)**




**United States**

**Canada**

**Consolidated****Nine Months Ended**(Unaudited)(All amounts are in thousands U.S. $'s)**As of and for the period ended, December 31, 2004**Total revenues

$
1,547,568

$
42,218

$
1,589,786Depreciation / amortization, net


106,594


3,635


110,229Interest expense / (income)


54,017


(22
)

53,995Pretax earnings


187,648


5,370


193,018Income tax expense


73,994


-


73,994Identifiable assets


3,109,869


72,916


3,182,785  **United States**

**Canada**

**Consolidated**(All amounts are in thousands U.S. $'s)**As of and for the period ended, December 31, 2003**Total revenues

$
1,655,924

$
54,232

$
1,710,156Depreciation / amortization, net


136,741


5,501


142,242Interest expense


89,426


3,413


92,839Pretax earnings


71,548


9,133


80,681Income tax expense


30,587


-


30,587Identifiable assets


3,034,276


139,948


3,174,224


















**ITEM 2.** **Managements Discussion and Analysis of Financial Condition and Results of Operations**




**Cautionary Statements Regarding Forward-Looking Statements**




This Quarterly Report on Form 10-Q contains forward-looking statements. We may make additional written or oral forward-looking statements from time to time in filings with the Securities and Exchange Commission or otherwise. We believe such forward-looking statements are within the meaning of the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements may include, but are not limited to, projections of revenues, income 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 risk factors enumerated at the end of this section, as well as the following: the Companys ability to operate pursuant to the terms of its 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; degree and nature of our competition; the resolution of pending litigation and government investigations involving the Company; changes in accounting standards and other factors described in this report 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 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.


****


**General**




We begin Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A) with a description of our operating segments. This is followed by a review of the overall strategy of AMERCO and 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. This is followed by a discussion of the strategy of our business segments to give the reader an overview of the goals of our business and the direction in which our business and products are moving. In the next section, we discuss our Results of Operations for the third quarter and nine months ending December 31, 2004 compared with the same periods last year. We then provide an analysis of changes in our balance sheet and cash flows, and discuss our liquidity and financial commitments in the sections entitled Liquidity and Capital Resources and Disclosures about Contractual Obligations and Commercial Commitments. We conclude MD&A by discussing our outlook for the remainder of fiscal year 2005.




MD&A should be read in conjunction with the financial statements included in this Quarterly Report on Form 10-Q. The various sections of MD&A contain a number of 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 the caption Risk Factors in this section. Our actual results may differ materially from these forward looking statements.




**Description of Operating Segments**




AMERCO has three reportable segments and five identifiable segments. The three reportable segments are Moving and Self-Storage, Property and Casualty Insurance and Life Insurance. The five identifiable segments are AMERCO, U-Haul International, Amerco Real Estate, Republic Western Insurance, and Oxford Life Insurance. U-Haul moving and storage, Real Estate, and SAC moving and storage, are listed under Moving and Self-Storage, since they meet the aggregation criteria of FASB 131.











****


**Overall Strategy**




Our plan is to maintain our leadership position in the North American do-it-yourself moving and storage industry. Our overall strategy is to provide 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.




Oxfords business strategy is long-term capital growth through direct writing and reinsuring of annuity, credit life and disability, and Medicare supplement products. Oxford is pursing this growth strategy through increased direct writing via acquisitions of insurance companies, expanded distribution channels and product development.




During fiscal year 2004, RepWest decided to focus its activities on providing and administering property and casualty insurance to U-Haul, its customers and its independent dealers and affiliates. We believe this will enable RepWest to focus its core competencies and financial resources to better support our overall strategy. This shift in direction has resulted in near term losses as RepWest exits unprofitable non-U-Haul business.




**Critical Accounting Policies and Estimates**




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. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. The accounting estimates that require managements most difficult and subjective judgments include our principles of consolidation, the recoverability of property, plant and equipment, the adequacy of insurance reserves, and the valuation of investments. Below, we discuss these policies further, as well as the estimates and judgments involved. The 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.




Accounting policies are considered critical when they are significant and involve difficult, subjective or complex judgments or estimates. 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 consolidated financial statements for the third quarter and first nine months of fiscal year 2005 and the balance sheet as of March 31, 2004 includes the accounts of AMERCO, its wholly owned subsidiaries, and SAC Holding II Corporation and its subsidiaries (SAC Holding II).













SAC Holding Corporation and SAC Holding II (together, the SAC entities) were considered special purpose entities and were consolidated based on the provisions of Emerging Issues Task Force (EITF) Issue No. 90-15. For fiscal 2003, AMERCO reported consolidated revenue of $216.8 million, a net loss of $8.7 million, assets of $990 million, and liabilities and shareholders equity of $1,035.1 million and $(45.1) million, respectively, for SAC Holding Corporation and its subsidiaries and SAC Holding II. In fiscal 2004, the Company applied Financial Interpretation No. 46R to its interests in the SAC entities. Initially, the Company concluded that the SAC entities were variable interest entities and that the Company was the primary beneficiary. Accordingly, the Company continued to include the SAC entities in its consolidated financial statements. Under the provisions of FIN 46R, certain changes in the operations of a variable interest entity or its relationship with the primary beneficiary constitute a re-determination event and require a reassessment of the variable interest on the basis of the most current facts and circumstances to determine whether or not a company is a variable interest entity, which other company(s) have a variable interest in the variable interest entity and whether or not the reporting companys variable interest in such variable interest entity make it the primary beneficiary. These determinations and re-determinations require that assumptions be made to estimate the value of the variable interest entity and a judgment be made as to whether or not the variable interest entity has the financial strength to fund its own operations and execute its business plan without the subordinated financial support of another company.




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 the most 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 AMERCO ceased to be the primary beneficiary of SAC Holding Corporation and its remaining subsidiaries, based on SAC Holding Corporations ability to fund its own operations and execute its business plan without any future subordinated financial support. Accordingly, at the dates AMERCO ceased to have a variable interest and ceased to be the primary beneficiary, it deconsolidated those entities. The deconsolidation was accounted for as a distribution of AMERCOs 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.




Inter-company accounts and transactions have been eliminated.




***Recoverability of Property, Plant and Equipment*** ****




Property, plant and equipment is stated at cost. Interest cost incurred during the initial construction of buildings or rental equipment is considered part of cost. Depreciation is computed for financial reporting purposes principally using the straight-line method over the following estimated useful lives: rental equipment 2-20 years, 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. Depreciation is recognized in amounts expected to result in the recovery of estimated residual values upon disposal, i.e., no gains or losses. During the first quarter of fiscal year 2005, the Company lowered its estimates for residual values on rental trucks purchased off leases from 25% of the original cost to 20%. In determining the depreciation rate, historical disposal experience, holding periods and trends in the market for vehicles are reviewed. Since this change in estimated residual values will be applied prospectively we do not anticipate any significant increases in depreciation expense from this change for the current fiscal year.




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. 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. 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 are depreciated over the newly determined remaining useful lives.













**Insurance Reserves**




Liabilities for life insurance and certain annuity policies are established to meet the estimated future obligations of policies in force, and are based on mortality and withdrawal assumptions from recognized actuarial tables which contain margins for adverse deviation. Liabilities for annuity contracts consist of contract account balances that accrue to the benefit of the policyholders, excluding surrender values. Liabilities for health, disability and other policies represents estimates of payments to be made on insurance claims for reported losses and estimates of losses incurred, but not yet reported. 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.




***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, quoted market prices, dealer quotes or discounted cash flows are reviewed. Other-than-temporary declines in value are recognized in the current period operating results to the extent of the decline.




***Key Accounting Policies***




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.




**Business Segment Strategy**




***Moving and*** **Self-Storage**




U-Haul moving and self-storage operations consist of the rental of trucks, trailers and self-storage spaces and sales of moving supplies, trailer hitches and propane to the do-it-yourself mover. Operations are conducted under the registered trade name U-Haul® throughout the United States and Canada.




Real Estate owns approximately 90 percent of the Companys real estate assets, including U-Haul Center and Storage locations. The remaining real estate assets are owned by other subsidiaries. Real Estate is responsible for overseeing major property repairs and dispositions and managing the environmental risks of the properties.




SAC moving and self-storage operations consist of the rental of self-storage spaces and sales of moving supplies, trailer hitches and propane. In addition, SAC functions as an independent moving equipment rental dealer and earns commissions from the rental of U-Haul trucks and trailers. Operations are conducted under the registered trade name U-Haul® throughout the United States and Canada.




We continue to focus on expanding our dealer network, which provides added convenience for our customers, while expanding the selection and availability of rental equipment to satisfy the growing demands of our customers.




With respect to our retail sales of product, 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. The Smart Move tape is a color coded packing tape that has the room printed right on it allowing you to tape and label your belongings in one quick step.




eMove is an online marketplace that connects consumers to independent customer rated moving and storage service providers who provide pack and load help, self-storage, driving help and more. With over 28,000 unedited reviews of service providers, the marketplace has facilitated over 50,000 moving and storage transactions. Another eMove service is the Storage Affiliate program. It targets independently owned self-storage facilities to connect into the eMove network to provide more customers with storage services. Over 2,400 self-storage facilities have expanded their reach by registering on the eMove network. We believe that acting as an intermediary, with little added investment, serves the customer in a cost effective manner. Within two years of its inception, eMove has established itself as the only online destination in the do-it-yourself moving and storage industry that connects consumers to service providers all across North America. Our goal is to further utilize our web-based technology platform to further penetrate this market.













***Republic Western Insurance Company***




Republic Western Insurance Company (RepWest) provides loss adjusting and claims handling for U-Haul through regional offices across North America. RepWest also provides components of the Safemove, Safetow and Safestor protection packages to U-Haul customers. 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. During the past year RepWest has commuted numerous assumed reinsurance treaties to eliminate the risk of further development on these treaties.




For additional information about RepWest, reference is made to the section on Risk Factors under the title RepWest has consented to an Order of Supervision issued by the Arizona Department of Insurance.




For the period ended September 30, 2004, RepWests non-seasonal work force consisted of 260 full and part-time employees.




**Oxford****Life Insurance Company**




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




For the period ended September  30, 2004, Oxfords non-seasonal work force consisted of 132 full and part-time employees.














**Results of Operations**


**Quarter Ended December 31,**

**Changes**

**Changes****2004**

**2003**

**Dollar**

**Percentage****AMERCO and Consolidated Entities**

(In thousands)Rental revenue

$
365,131

$
386,456

$
(21,325
)

-6
%Net sales


42,620


47,212


(4,592
)

-10
%Premiums


34,634


56,088


(21,454
)

-38
%Net investment and interest income


18,142


12,827


5,315


41
%Total revenues


460,527


502,583


(42,056
)

-8
%Operating expenses


287,962


307,378


(19,416
)

-6
%Restructuring expenses


-


7,613


(7,613
)

-100
%Commission expenses


39,243


31,136


8,107


26
%Cost of sales


21,361


23,908


(2,547
)

-11
%Benefits and losses


38,603


50,956


(12,353
)

-24
%Amortization of deferred policy acquisition costs


6,279


11,027


(4,748
)

-43
%Lease expense


38,506


33,202


5,304


16
%Depreciation, net (a)


28,282


38,393


(10,111
)

-26
%Total costs and expenses


460,236


503,613


(43,377
)

-9
%Earnings (losses) from operations


291


(1,030
)

1,321


-128
%Interest expense


16,931


31,168


(14,237
)

-46
%Litigation settlement received


51,341


-


51,341


100
%Pretax earnings (loss)


34,701


(32,198
)

66,899


-208
%Income tax benefit (expense)


(13,155
)

10,531


(23,686
)

-225
%Net earnings (loss)


21,546


(21,667
)

43,213


-199
%Less: Preferred stock dividends


3,241


3,241


-


0
%Earnings available to common shareholders

$
18,305

$
(24,908
)
$
43,213


-173
%






(a) Depreciation is shown net of (gain)/losses on the disposal of fixed assets:


**Quarter Ended December 31,****2004**

**2003**(Unaudited)(In thousands)Depreciation expense

$
28,575

$
37,811(Gain)/Loss on disposals


(293
)

582Depreciation, net

$
28,282

$
38,393














**Nine Months Ended December 31,**

**Changes**

**Changes****2004**

**2003**

**Dollar**

**Percentage****AMERCO and Consolidated Entities**

(In thousands)Rental revenue

$
1,262,335

$
1,304,470

$
(42,135
)

-3
%Net sales


161,683


182,048


(20,365
)

-11
%Premiums


115,516


188,024


(72,508
)

-39
%Net investment and interest income


50,252


35,614


14,638


41
%Total revenues


1,589,786


1,710,156


(120,370
)

-7
%Operating expenses


848,621


907,695


(59,074
)

-7
%Restructuring expenses


-


12,027


(12,027
)

-100
%Commission expenses


138,064


116,132


21,932


19
%Cost of sales


77,617


87,023


(9,406
)

-11
%Benefits and losses


104,194


169,801


(65,607
)

-39
%Amortization of deferred policy acquisition costs


24,015


28,886


(4,871
)

-17
%Lease expense


115,389


101,716


13,673


13
%Depreciation, net (a)


86,214


113,356


(27,142
)

-24
%Total costs and expenses


1,394,114


1,536,636


(142,522
)

-9
%Earnings from operations


195,672


173,520


22,152


13
%Interest expense


53,995


92,839


(38,844
)

-42
%Litigation settlement received


51,341


-


51,341


100
%Pretax earnings


193,018


80,681


112,337


139
%Income tax benefit (expense)


(73,994
)

(30,587
)

(43,407
)

142
%Net earnings


119,024


50,094


68,930


138
%Less: Preferred stock dividends


9,723


9,723


-


0
%Earnings available to common shareholders

$
109,301

$
40,371

$
68,930


171
%




(a) Depreciation is shown net of (gains)/losses on the disposal of fixed assets:


**Nine Months Ended December 31,****2004**

**2003**(Unaudited)(In thousands)Depreciation expense

$
85,030

$
107,485Loss on disposals


1,184


5,871Depreciation, net

$
86,214

$
113,356











******


***Quarters Ended - December 31, 2004 versus December 31, 2003***




AMERCO and its consolidated entities reported revenues of $460.5 million for the third quarter of fiscal year 2005. This compares with revenues of $502.6 million for the third quarter of fiscal year 2004. During the first quarter of this year, we sold 78 self-storage properties to U.H. Storage DE, a W.P. Carey affiliate (See Footnote 9 for a more detailed discussion of the W.P. Carey Transaction). This reduced storage revenues approximately $8.1 million in the third quarter of fiscal year 2005, compared with the third quarter of last year. Moving equipment rentals and storage revenues at U-Haul, adjusted for the effect of the W.P. Carey Transaction, increased approximately 4% in the third quarter of fiscal year 2005, compared with the same period a year ago. Also, we deconsolidated 281 SAC Holding Corporation storage properties during the fourth quarter of last year, and they are excluded from our fiscal year 2005 results. Included in the third quarter of last year were $26.5 million of revenues for these deconsolidated properties. Revenues at RepWest were $16.6 million lower in the third quarter of this year compared with the same period a year ago. This decline reflects the impact of our strategy to exit unprofitable non U-Haul lines of business. At Oxford, revenue decreased in the third quarter by 8%, primarily as a result of the lingering effects of its rating downgrade by A. M. Best in 2003.




Earnings from operations were $0.3 million in the third quarter of fiscal year 2005 compared with a loss of $1.0 million for the same period last year. Earnings from operations, at U-Haul were $3.7 million in the third quarter of fiscal year 2005. This reflects an increase of $14.1 million, compared with the third quarter of fiscal year 2004, and is attributable to stronger truck and trailer rentals and to the timing of recognizing current year insurance expense to better match revenues with expenses. Losses from operations at Oxford were $3.4 million in the third quarter of this year, compared with earnings of $4.4 million in the third quarter of last year. The decrease is primarily due to the accrual for the Kocher litigation (see Footnote 10 for a more complete discussion of this loss contingency) as well as the continuing slow down in premiums resulting from lost distributions following Oxfords rating downgrade by A. M. Best in 2003. At RepWest, the run-off of our non-U-Haul insurance business is progressing as planned. Losses related to the hurricanes that hit the southeastern U. S. of approximately $8.5 million, before taxes, were charged to earnings during the third quarter. As a result, losses from operations at RepWest were $9.2 million in the third quarter of this year, compared with a loss from operations of $7.4 million for the same period last year.




Interest expense for the third quarter of fiscal year 2005 was $16.9 million. This compares with $31.2 million in the third quarter of fiscal year 2004. The reduction in interest expense is due to the deconsolidation of SAC Holding Corporation, lower borrowings and lower borrowing costs. During the third quarter of fiscal year 2005, the Company settled its litigation against its former auditor and received a settlement (net of attorneys fees and costs) of $51.3 million before taxes. The settlement had the effect of increasing, on a non-recurring basis, net earnings and earnings per share for the quarter ended December 31, 2004 by $32.5 million and $1.56, respectively. The Company does not expect to obtain any material settlement or recovery in any other pending litigation matter.Income tax expense was $13.2 million in the third quarter of fiscal year 2005 compared with a benefit of $10.5 million in the third quarter of fiscal year 2004, and reflects higher earnings before taxes. Preferred stock dividends were unchanged, at $3.2 million for both periods. As a result of the above mentioned items, net income available to common shareholders was $18.3 million in the third quarter of fiscal year 2005, compared with a loss of $24.9 million for the same period last year. Earnings per share were $0.88 in the third quarter of fiscal year 2005, compared with a loss per share of $1.20 for the same period last year.




**Nine months Ended -****December 31, 2004 versus December 31, 2003**




AMERCO and its consolidated entities reported revenues of $1,589.8 million for the first nine months of fiscal year 2005. This compares with revenues of $1,710.2 million for the first nine months of fiscal year 2004. As previously mentioned, we deconsolidated 281 SAC Holding Corporation storage properties during the fourth quarter of last year, and they are excluded from our fiscal year 2005 results. Included in the first nine months of last year were $78.1 million of revenues for these deconsolidated properties. The W.P. Carey transaction had the effect of reducing storage revenues approximately $23.5 million in the first nine months of fiscal year 2005. Moving equipment rentals and storage revenues at U-Haul, adjusted for the effect of the W. P. Carey Transaction, increased approximately 5% in the first nine months of fiscal year 2005, compared with the same period a year ago. Revenues at RepWest were $61.5 million lower for the first nine months of 2004, compared with the same period a year ago. This decline reflects the impact of its strategy to exit unprofitable non U-Haul lines of business. At Oxford, revenue decreased 10% for the first nine months of 2004, primarily as a result of the lingering effects of its rating downgrade by A. M. Best in 2003.













Earnings from operations were $195.7 million for the first nine months of fiscal year 2005, compared with $173.5 million for the same period last year. Earnings from operations, at U-Haul, were $172.7 million for the first nine months of fiscal year 2005. This reflects an improvement of $19.0 million, or 12%, compared with the same period last year and is attributable to strong truck and storage rentals, along with increased fleet productivity. Earnings from operations at Oxford were $2.7 million for the first nine months of 2004, compared with $7.8 million for the same period last year. The decrease is due primarily to the accrual for the Kocher litigation, partially offset by improved investment income, and positive loss experience in the Medicare supplement and credit insurance segments. At RepWest, the run-off of our non-U-Haul insurance business is progressing as planned. Including the above mentioned charges related to hurricane losses in the third quarter, losses from operations at RepWest were $8.7 million in the first nine months of 2004, compared with $21.8 million for the same period last year.




Interest expense for the first nine months of fiscal year 2005 was $54.0 million. This compares with $92.8 million in the same period last year. The reduction in interest expense is due to the deconsolidation of SAC Holding Corporation, lower borrowings and lower borrowing costs. Litigation settlement proceeds were $51.3 million, as mentioned above. Income tax expense was $74.0 million for the first nine months of fiscal year 2005, compared with $30.6 million in the same period last year, and reflects higher earnings before taxes. Preferred stock dividends were unchanged, at $9.7 million for both periods. As a result of the above mentioned items, net income available to common shareholders was $109.3 million for the first nine months of fiscal year 2005, compared with $40.4 million for the same period last year. Earnings per share were $5.25 for the first nine months of fiscal year 2005.




***Moving and Self-Storage***




The following tables set forth net revenue and certain consolidated statements of income data for the periods indicated:


**Quarter Ended December 31,**

**Changes**

**Changes****2004**

**2003**

**Dollar**

**Percentage****U-Haul International**

(In thousands)Rental revenue

$
362,427

$
356,803

$
5,624


2
%Net sales


39,404


36,655


2,749


7
%Net investment and interest income


5,270


6,908


(1,638
)

-24
%Total revenues


407,101


400,366


6,735


2
%Operating expenses


276,504


283,936


(7,432
)

-3
%Commission expenses


41,286


38,123


3,163


8
%Cost of sales


19,254


19,684


(430
)

-2
%Lease expense


38,656


36,224


2,432


7
%Depreciation, net (a)


27,725


32,799


(5,074
)

-15
%Total costs and expense


403,425


410,766


(7,341
)

-2
%Earnings (losses) from operations


3,676


(10,400
)

14,076


-135
%Interest expense, net


(6,354
)

(2,868
)

(3,486
)

122
%Pretax earnings (loss)


10,030


(7,532
)

17,562


-233
%Income tax benefit (expense)


(3,665
)

3,238


(6,903
)

-213
%Net earnings (loss)

$
6,365

$
(4,294
)
$
10,659


-248
%




(a) Depreciation is shown net of (gains)/losses on the disposal of fixed assets:


**Quarter Ended December 31,****2004**

**2003**(Unaudited)(In thousands)Depreciation expense

$
25,937

$
30,992Loss on disposals


1,788


1,807Depreciation, net

$
27,725

$
32,799














**Nine Months Ended December 31,**

**Changes**

**Changes****2004**

**2003**

**Dollar**

**Percentage****U-Haul International**

(In thousands)Rental revenue

$
1,253,643

$
1,220,036

$
33,607


3
%Net sales


149,844


142,375


7,469


5
%Net investment and interest income


16,569


22,740


(6,171
)

-27
%Total revenues


1,420,056


1,385,151


34,905


3
%Operating expenses


832,195


817,768


14,427


2
%Commission expenses


145,233


139,065


6,168


4
%Cost of sales


72,489


70,099


2,390


3
%Lease expense


115,823


110,758


5,065


5
%Depreciation, net (a)


81,576


93,693


(12,117
)

-13
%Total costs and expense


1,247,316


1,231,383


15,933


1
%Earnings from operations


172,740


153,768


18,972


12
%Interest expense, net


(13,258
)

(8,018
)

(5,240
)

65
%Pretax earnings


185,998


161,786


24,212


15
%Income tax benefit (expense)


(70,554
)

(58,184
)

(12,370
)

21
%Net earnings

$
115,444

$
103,602

$
11,842


11
%




(a) Depreciation is shown net of (gains)/losses on the disposal of fixed assets:


**Nine Months Ended December 31,****2004**

**2003**(Unaudited)(In thousands)Depreciation expense

$
77,086

$
86,472Loss on disposals


4,490


7,221Depreciation, net

$
81,576

$
93,693














**Quarter Ended December 31,**

**Changes**

**Changes****2004**

**2003**

**Dollar**

**Percentage****SAC Holdings ***

(In thousands)Rental revenue

$
6,875

$
43,257

$
(36,382
)

-84
%Net sales


3,231


10,542


(7,311
)

-69
%Total revenues


10,106


53,799


(43,693
)

-81
%Operating expenses


5,226


24,926


(19,700
)

-79
%Cost of sales


2,115


4,219


(2,104
)

-50
%Depreciation, net


627


5,147


(4,520
)

-88
%Total costs and expenses


7,968


34,292


(26,324
)

-77
%Earnings from operations


2,138


19,507


(17,369
)

-89
%Interest expense


3,710


20,052


(16,342
)

-81
%Pretax income (loss)


(1,572
)

(545
)

(1,027
)

-188
%Income tax benefit


667


761


(94
)

-12
%Net earnings (loss)

$
(905
)
$
216

$
(1,121
)

519
%




* SAC Holdings II for quarter ended December 2004 and SAC Holdings I & II for 2003


**Nine Months Ended December 31,**

**Changes**

**Changes****2004**

**2003**

**Dollar**

**Percentage****SAC Holdings ***

(In thousands)Rental revenue

$
21,389

$
127,415

$
(106,026
)

-83
%Net sales


11,839


39,621


(27,782
)

-70
%Total revenues


33,228


167,036


(133,808
)

-80
%Operating expenses


16,615


81,541


(64,926
)

-80
%Cost of sales


5,128


16,903


(11,775
)

-70
%Depreciation, net


1,887


16,007


(14,120
)

-88
%Total costs and expenses


23,630


114,451


(90,821
)

-79
%Earnings from operations


9,598


52,585


(42,987
)

-82
%Interest expense


10,941


61,273


(50,332
)

-82
%Pretax loss


(1,343
)

(8,688
)

7,345


85
%Income tax benefit


515


2,877


(2,362
)

-82
%Net earnings (loss)

$
(828
)
$
(5,811
)
$
4,983


86
%




* SAC Holdings II for nine months ended December 2004 and SAC Holdings I & II for 2003


















**Quarter Ended December 31,**

**Changes**

**Changes****2004**

**2003**

**Dollar**

**Percentage****Amerco Real Estate**

(In thousands)Rental revenue

$
14,136

$
15,404

$
(1,268
)

-8
%Net sales


(15
)

15


(30
)

-200
%Net investment and interest income


22


2,017


(1,995
)

-99
%Total revenues


14,143


17,436


(3,293
)

-19
%Operating expenses


1,657


1,972


(315
)

-16
%Cost of sales


(8
)

5


(13
)

-260
%Lease expense


4


124


(120
)

-97
%Depreciation, net (a)


63


926


(863
)

-93
%Total costs and expenses


1,716


3,027


(1,311
)

-43
%Earnings from operations


12,427


14,409


(1,982
)

-14
%Interest expense


4,013


8,127


(4,114
)

-51
%Pretax earnings


8,414


6,282


2,132


34
%Income tax expense


(3,298
)

(2,557
)

(741
)

29
%Net earnings

$
5,116

$
3,725

$
1,391


37
%









(a) Depreciation is shown net of (gains)/losses on the disposal of fixed assets:


**Quarter Ended December 31,****2004**

**2003**(Unaudited)(In thousands)Depreciation expense

$
2,144


2,151Gain on disposals


(2,081
)

(1,225
)Depreciation, net

$
63


926














**Nine Months Ended December 31,**

**Changes**

**Changes****2004**

**2003**

**Dollar**

**Percentage****Amerco Real Estate**

(In thousands)Rental revenue

$
43,499

$
45,544

$
(2,045
)

-4
%Net sales


-


52


(52
)

-100
%Net investment and interest income


76


6,012


(5,936
)

-99
%Total revenues


43,575


51,608


(8,033
)

-16
%Operating expenses


5,304


5,615


(311
)

-6
%Cost of sales


-


21


(21
)

-100
%Lease expense


31


399


(368
)

-92
%Depreciation, net (a)


3,147


5,092


(1,945
)

-38
%Total costs and expenses


8,482


11,127


(2,645
)

-24
%Earnings from operations


35,093


40,481


(5,388
)

-13
%Interest expense


10,637


23,965


(13,328
)

-56
%Pretax earnings


24,456


16,516


7,940


48
%Income tax expense


(9,678
)

(6,781
)

(2,897
)

43
%Net earnings

$
14,778

$
9,735

$
5,043


52
%




(a) Depreciation is shown net of (gains)/losses on the disposal of fixed assets:







**Nine Months Ended December 31,****2004**

**2003**(Unaudited)(In thousands)Depreciation expense

$
6,453


6,442Gain on disposals


(3,306
)

(1,350
)Depreciation, net

$
3,147


5,092











******


***Quarters Ended - December 31, 2004 versus December 31, 2003***




Rental revenues at U-Haul were $362.4 million for the third quarter of fiscal year 2005 compared with $356.8 million for the same period last year. This represents an increase of $5.6 million, or 2%, and was driven by a combination of factors, including increased equipment rentals, better price realization and product mix, net of lower storage revenues resulting from the sale of property pursuant to the W.P. Carey Transaction. Moving equipment rentals and storage revenues at U-Haul, adjusted for the effect of the W. P. Carey Transaction, increased approximately 4% in the third quarter of fiscal year 2005, compared with the same period a year ago. Rental revenues at the SAC entities were $6.9 million for the third quarter of fiscal year 2005, compared with $43.3 million for the same period last year. This represents a reduction of $36.4 million, or 84%, and reflects the deconsolidation of SAC Holding Corporation. Rental revenues at Real Estate were $14.1 million for the third quarter of fiscal year 2005 and $15.4 million for the same period last year.




Net sales of moving and self-storage related products and services at U-Haul were $39.4 million for the third quarter of fiscal year 2005, compared with $36.7 million for the same period last year. This represents an increase of $2.7 million, or 7%, and was driven by increased rental activity and improved pricing. Net sales of moving and self-storage related products and services at the SAC entities were $3.2 million for the third quarter of fiscal year 2005, compared with $10.5 million for the same period last year. This represents a reduction of $7.3 million, and reflects the deconsolidation of SAC Holding Corporation.




Net investment and interest income at U-Haul was $5.3 million for the third quarter of fiscal year 2005, compared with $6.9 million for the same period last year. The reduction in interest income is directly related to lower average investment balances in SAC Holdings notes. Net investment and interest income at Real Estate decreased $2.0 million in the third quarter of fiscal year 2005, compared with the same period last year. The reduction in interest income is directly related to lower investments in mortgage notes, which decreased as a result of lower investment balances in SAC Holdings notes.




Operating expenses at U-Haul were $276.5 million for the third quarter of fiscal year 2005, compared with $283.9 million for the same period last year. This represents a decrease of $7.4 million, or 3%, and was the result of lower insurance expense due to a change in the method of allocating annual expenses to better match revenues, higher payroll, maintenance and other expenses. Operating expenses at the consolidated SAC entities were $5.2 million for the third quarter of fiscal year 2005, compared with $24.9 million for the same period last year. This represents a reduction of $19.7 million, and reflects the deconsolidation of SAC Holding Corporation. Operating expenses at Real Estate were $1.7 million for the third quarter of fiscal year 2005, compared with $2.0 million for the same period last year.




Dealer commissions at U-Haul were $41.3 million for the third quarter of fiscal year 2005, compared with $38.1 million for the same period last year. This represents an increase of $3.2 million, or 8%, and was driven by increased equipment rentals at our independent dealers.




Lease expense at U-Haul was $38.7 million for the third quarter of fiscal year 2005, compared with $36.2 million for the same period last year. This represents an increase of $2.5 million, or 7%, and reflects an increase in the amount of rental equipment we leased.




Depreciation expense at U-Haul was $27.7 million for the third quarter of fiscal year 2005, compared with $32.8 million for the same period last year. Depreciation expense at SAC Holdings was $0.6 million during the third quarter of fiscal year 2005, compared with $5.1 million for the same period last year. This represents a reduction of $4.5 million and reflects the deconsolidation of SAC Holding Corporation. Depreciation expense at Real Estate was $0.8 million less than last year due to better gains on asset disposals.




Earnings from operations at U-Haul were $3.7 million during the third quarter of fiscal year 2005, compared with a loss of $10.4 million for the same period last year. This represents an increase of $14.1 million, compared with the third quarter of fiscal year 2004, and is attributable to stronger truck and trailer rentals and to the timing of recognizing current year insurance expense to better match revenues with expenses. Earnings from operations at SAC Holdings were $2.1 million in the third quarter of fiscal year 2005, compared with $19.5 million for the same period last year. This represents a reduction of $17.4 million, and reflects the deconsolidation of SAC Holding Corporation. Earnings from operations at Real Estate were $12.4 million during the third quarter of fiscal year 2005, compared with $14.4 million for the same period last year. This represents a reduction of $2.0 million, and reflects lower interest income from investments in mortgage notes, partially offset by gains on real estate sales.













***Nine months Ended - December 31, 2004 versus December 31, 2003***




Rental revenues at U-Haul were $1,253.6 million for the first nine months of fiscal year 2005, compared with $1,220.0 million for the same period last year. This represents an increase of $33.6 million, or 3%, and was driven by a combination of factors, including increased equipment rentals, better price realization and product mix, net of lower storage revenues resulting from the sale of property pursuant to the W. P. Carey Transaction. Moving equipment rentals and storage revenues at U-Haul, adjusted for the effect of the W. P. Carey Transaction, increased approximately 5% in the first nine months of fiscal year 2005, compared with the same period a year ago. Rental revenues at the SAC entities were $21.4 million for the first nine months of fiscal year 2005, compared with $127.4 million for the same period last year. This represents a reduction of $106.0 million, and reflects the deconsolidation of SAC Holding Corporation. Rental revenues at Real Estate were $43.5 million for the first nine months of fiscal year 2005, and $45.5 million for the same period last year.




Net sales of moving and self-storage related products and services at U-Haul were $149.8 million for the first nine months of fiscal year 2005, compared with $142.4 million for the same period last year. This represents an increase of $7.4 million, or 5%, and was driven by increased rental activity and improved pricing. Net sales of moving and self-storage related products and services at the SAC entities were $11.8 million for the first nine months of fiscal year 2005, compared with $39.6 million for the same period last year. This represents a reduction of $27.8 million, and reflects the deconsolidation of SAC Holding Corporation.




Net investment and interest income at U-Haul was $16.6 million for the first nine months of fiscal year 2005 compared with $22.7 million for the same period last year. The reduction in interest income is directly related to lower average investment balances in SAC Holdings notes. Net investment and interest income at Real Estate was $5.9 million lower for the first nine months of fiscal year 2005, compared with the same period last year. The reduction in interest income is directly related to lower investments in mortgage notes, which decreased as a result of lower investment balances in SAC Holdings notes.




Operating expenses at U-Haul were $832.2 million for the first nine months of fiscal year 2005, compared with $817.8 million for the same period last year. This represents an increase of $14.4 million, or 2%, and was the result of increases in payroll and equipment maintenance, partially offset by lower other operating costs. Increases in payroll and maintenance were driven by increases in volume and inflation. Operating expenses at the consolidated SAC entities were $16.6 million for the first nine months of fiscal year 2005, compared with $81.5 million for the same period last year. This represents a reduction of $64.9 million, and reflects the deconsolidation of SAC Holding Corporation. Operating expenses at Real Estate were $5.3 million for the first nine months of fiscal year 2005, compared with $5.6 million for the same period last year.




Dealer commissions at U-Haul were $145.2 million for the first nine months of fiscal year 2005, compared with $139.1 million for the same period last year. This represents an increase of $6.1 million, or 4%, and was driven by increased equipment rentals at our independent dealers.




Lease expense at U-Haul was $115.8 million for the first nine months of fiscal year 2005, compared with $110.8 million for the same period last year. This represents an increase of $5.0 million, or 5%, and reflects an increase in the amount of rental equipment we leased.




Depreciation expense at U-Haul was $81.6 million for the first nine months of fiscal year 2005, compared with $93.7 million for the same period last year. Depreciation expense at SAC Holdings was $1.9 million during the first nine months of fiscal year 2005, compared with $16.0 million for the same period last year. This represents a reduction of $14.1 million and reflects the deconsolidation of SAC Holding Corporation. Depreciation expense at Real Estate was $3.1 million during the first nine months of fiscal year 2005, compared with $5.1 million for the same period last year, and includes a gain of $3.3 million from asset disposals this year.













Earnings from operations at U-Haul were $172.7 million during the first nine months of fiscal year 2005, compared with $153.8 for the same period million last year. This represents an increase of $18.9 million, or 12%, and reflects strong truck and storage rentals during the first nine months of fiscal 2005, which along with increased fleet productivity, were major contributors to the increase in operating profitability at U-Haul. Earnings from operations at SAC Holdings were $9.6 million in the first nine months of fiscal year 2005, compared with $52.6 million for the same period last year. This represents a reduction of $43.0 million, and reflects the deconsolidation of SAC Holding Corporation. Earnings from operations at Real Estate were $35.1 million during the first nine months of fiscal year 2005, compared with $40.5 million for the same period last year. This represents a reduction of $5.4 million, and reflects lower interest income from investments in mortgage notes, partially offset by gains on real estate sales.


****


***Oxford Life Insurance Company***




The following table sets forth net revenue and certain consolidated statements of income data for the periods indicated:


**Quarter Ended September 30,**

**Changes**

**Changes****2004**

**2003**

**Dollar**

**Percentage****Life Insurance**

(In thousands)Premiums

$
31,603

$
36,427

$
(4,824
)

-13
%Net investment income


6,299


4,743


1,556


33
%Total revenue


37,902


41,170


(3,268
)

-8
%Operating expenses


12,656


6,020


6,636


110
%Benefits and losses


22,683


24,359


(1,676
)

-7
%Amortization of deferred policy acquisition costs


6,003


6,351


(348
)

-5
%Total expenses


41,342


36,730


4,612


13
%Earnings (loss) from operations


(3,440
)

4,440


(7,880
)

-177
%Income tax benefit (loss)


1,119


(2,058
)

3,177


-154
%Net earnings (loss)

$
(2,321
)
$
2,382

$
(4,703
)

-197
%




Net premiums were $31.6 million and $36.4 million for the quarters ended September 30, 2004 and 2003, respectively. Medicare supplement premiums decreased by $2.1 million due to lapses on closed lines being greater than new business written on active lines. Credit insurance premiums decreased $1.8 million for the quarter due to fewer accounts. Life and annuity premiums decreased $0.9 million.




Net investment income was $6.3 million and $4.7 million for the quarters ended September 30, 2004 and 2003, respectively. The increase was due primarily to fewer realized losses and more realized gains.




Benefits incurred were $22.7 million and $24.4 million for the quarters ended September 30, 2004 and 2003, respectively. Medicare supplement incurred claims decreased $0.9 million due to reduced exposure. Credit insurance benefits decreased $0.6 million due to reduced exposure. Other lines had decreases totaling $0.2 million.




Amortization of deferred acquisition costs (DAC) and the value of business acquired (VOBA) was $6.0 million and $6.4 million for the quarters ended September 30, 2004 and 2003, 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, amortized in relation to interest spreads. Amortization associated with credit insurance lines decreased $0.5 million due to decreased new business volume. Other segments had net increases of $0.1 million.




Operating expenses were $12.7 million and $6.0 million for the quarters ended September 30, 2004 and 2003. Oxford accrued for loss contingencies related to the Kocher litigation in the quarter, which accounted for the majority of the variance from the prior year.




Earnings (loss) from operations was $(3.4) million and $4.4 for the quarters ended September 30, 2004 and 2003, respectively. The decrease from 2003 is due primarily to the accrual for the Kocher litigation.


















**Nine Months Ended September 30,**

**Changes**

**Changes****2004**

**2003**

**Dollar**

**Percentage****Life Insurance**

(In thousands)Premiums

$
97,640

$
112,852

$
(15,212
)

-13
%Net investment income


17,960


15,420


2,540


16
%Total revenue


115,600


128,272


(12,672
)

-10
%Operating expenses


23,907


23,173


734


3
%Benefits and losses


70,377


80,207


(9,830
)

-12
%Amortization of deferred policy acquisition costs


18,586


17,044


1,542


9
%Total expenses


112,870


120,424


(7,554
)

-6
%Earnings from operations


2,730


7,848


(5,118
)

-65
%Income tax expense


1,033


2,876


(1,843
)

-64
%Net earnings

$
1,697

$
4,972

$
(3,275
)

-66
%




Net premiums were $97.6 million and $112.9 million for the nine months ended September 30, 2004 and 2003, respectively. Medicare supplement premiums decreased by $6.5 million due to lapses on closed lines being greater than new business written on active lines. Credit insurance premiums decreased $5.0 million due to fewer accounts. Life, other health, and annuity premiums decreased $3.8 million as a result of fewer sales and annuitizations.




Net investment income was $18.0 million and $15.4 million for the nine months ended September 30, 2004 and 2003, respectively. The increase was primarily due to interest received from the maturity of certain investments, fewer realized losses and more realized gains.




Benefits incurred were $70.4 million and $80.2 million for the nine months ended September 30, 2004 and 2003, respectively. Medicare supplement benefits decreased $5.3 million due primarily to reduced exposure. Credit insurance benefits decreased $2.3 million due to reduced exposure and improved disability experience. All other lines had decreases of $2.2 million.




Amortization of deferred acquisition costs (DAC) and the value of business acquired (VOBA) was $18.6 million and $17.0 million for the nine months ended September 30, 2004 and 2003, 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 increased $3.0 million from 2003 primarily due to increased surrender activity. Other segments had decreases of $1.4 from 2003 due to decreased new business volume.




Operating expenses were $23.9 million and $23.2 million for the nine months ended September 30, 2004 and 2003, respectively. The above mentioned accrual related to the Kocher litigation net of reductions in non-deferrable commissions as a result of decreased sales of Medicare supplement and life products, accounted for this variance.




Earnings from operations were $2.7 million and $7.8 for the nine months ended September 30, 2004 and 2003, respectively. The decrease from 2003 is due primarily to the accrual for the Kocher litigation offset by improved investment income, and positive loss experience in the Medicare supplement and credit insurance segments.














*Republic Western Insurance Company*






The following table sets forth net revenue and certain consolidated statements of income data for the periods indicated:


**Quarter Ended September 30,**

**Changes**

**Changes****2004**

**2003**

**Dollar**

**Percentage****Property and Casualty Insurance**

(In thousands)Premiums

$
3,975

$
20,106

$
(16,131
)

-80
%Net investment income


6,827


7,258


(431
)

-6
%Total revenues


10,802


27,364


(16,562
)

-61
%Operating expenses


3,824


3,460


364


11
%Benefits and losses


15,920


26,597


(10,677
)

-40
%Amortization of deferred policy acquisition costs


276


4,676


(4,400
)

-94
%Total expenses


20,020


34,733


(14,713
)

-42
%Loss from operations


(9,218
)

(7,369
)

(1,849
)

25
%Income tax benefit


3,219


2,573


646


25
%Net earnings (loss)

$
(5,999
)
$
(4,796
)
$
(1,203
)

25
%




Premium revenues were $4.0 million and $20.1 million for the quarters ended September 30, 2004 and 2003, respectively. The decrease in 2004 is the result of RepWest shifting its operating focus away from non-affiliated and unprofitable lines of business.




Net investment income was $6.8 million and $7.3 million for the quarters ended September 30, 2004 and 2003, respectively. The decrease in 2004 is attributable to RepWest exiting non U-Haul lines which resulted in an overall decrease in invested assets. This reduction will continue until reserves associated from the exited lines are run-off. This decrease was offset by the realization of $3.1 million in deferred gains in the third quarter of 2004 from the sale of two real estate properties.




Benefits and losses incurred were $15.9 million and $26.6 million for the quarters ended September 30, 2004 and 2003, respectively. The decrease in 2004 is due to RepWest terminating its non U-Haul related programs. In the third quarter of 2004, RepWest incurred approximately $8.5 million in losses on its mobile home business as the result of the hurricanes that hit the southeastern United States.




Net operating expenses, which are offset by claims handling fees, were $3.8 million and $3.5 million for the quarters ended September 30, 2004 and 2003, respectively.




Losses from operations were $9.2 million and $7.4 million for the quarters ended September 30, 2004 and 2003, respectively. The loss in 2004 is due to the approximately $8.5 million in losses on the hurricanes that hit the southeastern United States primarily in the third quarter of 2004.



















**Nine Months Ended September 30,**

**Changes**

**Changes****2004**

**2003**

**Dollar**

**Percentage****Property and Casualty Insurance**

(In thousands)Premiums

$
20,815

$
78,247

$
(57,432
)

-73
%Net investment income


15,063


19,180


(4,117
)

-21
%Total revenues


35,878


97,427


(61,549
)

-63
%Operating expenses


5,381


17,761


(12,380
)

-70
%Benefits and losses


33,817


89,594


(55,777
)

-62
%Amortization of deferred policy acquisition costs


5,429


11,842


(6,413
)

-54
%Total expenses


44,627


119,197


(74,570
)

-63
%Loss from operations


(8,749
)

(21,770
)

13,021


-60
%Income tax benefit


3,062


7,619


(4,557
)

-60
%Net earnings (loss)

$
(5,687
)
$
(14,151
)
$
8,464


-60
%




Premium revenues were $20.8 million and $78.2 million for the nine months ended September 30, 2004 and 2003, respectively. The decrease in 2004 is the result of RepWest shifting its operating focus away from non-affiliated and unprofitable lines of business. Premiums from terminated programs were $2.8 million and $58.5 million for the nine months ended September 30, 2004 and 2003, respectively.




Net investment income was $15.1 million and $19.2 million for the nine months ended September 30, 2004 and 2003, respectively. The decrease in 2004 is attributable to RepWest exiting non U-Haul lines which resulted in an overall decrease in invested assets. This reduction will continue until reserves associated from these exited lines are run-off. This decrease was offset by the realization of $3.1 million in deferred gains in the third quarter of 2004 from the sale of two real estate properties.




Benefits and losses incurred were $33.8 million and $89.6 million for the nine months ended September 30, 2004 and 2003, respectively. The decrease in 2004 is primarily due to RepWest terminating its non U-Haul related programs. However, the decrease was offset in the third quarter of 2004 when RepWest incurred approximately $8.5 million in losses on its mobile home business as the result of the hurricanes that hit the southeastern United States.




Operating expenses, which are offset by claims handling fees, were $5.4 million and $17.8 million for the nine months ended September 30, 2004 and 2003, respectively. The reduction in 2004 is due to decreased commissions and reduced general and administrative expenses.




Losses from operations were $8.7 million and $21.8 million for the nine months ended September 30, 2004 and 2003, respectively. The decrease from 2004 is the result of the elimination of unprofitable programs, offset by losses incurred on the hurricanes that hit the southeastern United States in the third quarter of 2004.


******


***Liquidity and Capital Resources***




Our financial condition remains strong. At December 31, 2004, cash and short-term investments totaled $80.2 million, compared with $81.6 million at March 31, 2004. Total short-term and long-term debt was $696.0 million and represented 1.1 times stockholders equity at December 31, 2004. Total short-term and long-term debt, plus capital lease obligations was $962.0 million and represented 1.9 times stockholders equity at March 31, 2004.




For the first nine months of fiscal year 2005, cash provided by operating activities was $223.7 million, compared with $149.1 million for the first nine months of fiscal year 2004. Cash was provided by net income adjusted for non-cash related items and reductions in working capital requirements. Our inventory levels were higher by 1.9% at the end of the third quarter of fiscal year 2005 compared to March 2004. Uses of cash included reductions in insurance policy liabilities and deferred insurance policy acquisition costs.




We provided $123.0 million in net cash from investing activities during the first nine months of fiscal year 2005, primarily as a result of the W. P. Carey Transactions, compared with using $43.5 million during the first nine months of fiscal year 2004. Gross capital expenditures increased to $172.5 million in the first nine months of fiscal year 2005 from $147.3 million in the first nine months of fiscal year 2004 as we continued to invest in rental equipment.













We used $348.1 million in net cash for financing activities in the first nine months of fiscal year 2005, compared with $35.6 million in the first nine months of fiscal year 2004. The major financing use of cash was to pay down borrowings under our revolving credit agreement ($182 million in fiscal year 2005 and $56 million in fiscal year 2004) and to pay off $100 million of capital leases related to the W. P. Carey Transaction in fiscal year 2005.




Additional financing uses of cash in the first nine months of fiscal year 2005 included payments of dividends. In November 2004, our Board of Directors approved the payment of all dividend arrearages on our Series A Preferred Stock. Regular quarterly cash dividends have been paid on a current basis since February 2004. Therefore, our dividend payments were $25 million higher in the first nine months of fiscal year 2005, compared with the first nine months of fiscal year 2004. Financing sources of cash were primarily borrowings under our revolving credit agreements ($37 million in fiscal year 2005 and $50 million in fiscal year 2004).




We believe our current capital structure will allow us to achieve our operational plans and goals, support our preferred stock dividend program and provide us with sufficient liquidity for the next 3-5 years. The majority of our debt obligations currently in place mature at the end of fiscal year 2009. The senior subordinated notes mature at the end of fiscal year 2011. This will allow us to focus on our operations and business to further improve our 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. Also, the terms of our secured indebtedness place financial and operational restrictions on AMERCO and its subsidiaries and limit our ability to incur additional indebtedness and other obligations.


****


**Liquidity and Capital Resources and Requirements of Our Operating Segments**


******


***Moving and Self-Storage***




To meet the needs of our customers, U-Haul maintains a large fleet of rental equipment. Historically, capital requirements have primarily reflected new rental equipment acquisitions. The capital to fund these requirements has historically been obtained through internally generated funds from operations, lease financing and sales of used equipment. Going forward, we anticipate that a substantial portion of our internally generated funds will be used to enhance liquidity by paying down existing indebtedness. During each of the fiscal years ended March 31, 2005, 2006 and 2007, U-Haul estimates that net capital expenditures will average approximately $150 million to maintain our fleet at current levels. Financial covenants contained in our loan agreements limit the amount of capital expenditures we can make in fiscal years 2005, 2006, and 2007, net of dispositions, to $185 million, $245 million and $195 million, respectively. Management estimates that U-Haul will fund its fleet expansion requirements from leasing and from the proceeds from the sale of trucks. We intend to focus our growth on expanding our independent dealer network, which does not require a substantial amount of capital resources. Gross capital outlays were $170 million but were netted against proceeds, producing a net capital outlay of $55.3 million, the majority of which reflects the cost of residual lease buy outs.




Real Estate has traditionally financed the acquisition of self-storage properties to support U-Hauls growth through lease and debt financing. U-Hauls growth plan in self-storage is focused on eMove, which does not require acquisition or construction of self-storage properties by the Company. Therefore, Real Estate will not require substantial capital for its future plans.




SAC Holdings operations are funded by various mortgage loans and secured and unsecured notes. SAC Holdings does not utilize revolving lines of credit to finance its operations or acquisitions. Certain of SAC Holdings loan agreements contain restrictive covenants and restrictions on incurring additional subsidiary indebtedness. Oxford Life Insurance Company.




***Oxford Life Insurance Company***




As of September 30, 2004, Oxford had no notes and loans payable in less than one year and its accounts payable and accrued expenses total $1.7 million. Oxfords financial assets (cash, receivables, short-term investments, other investments, fixed maturities, and related party assets) at September 30, 2004 were approximately $785.9 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 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 provided by operating activities was $7.8 million and $11.8 million for the nine months ended September 30, 2004 and 2003, respectively. Cash flows used by financing activities were $59.6 million and $36.0 million for the quarters ended September 30, 2004 and 2003, respectively. Cash flows from deferred annuity sales are a component of financing activities. Investment contract deposits increase cash flows while surrenders of these policies are a use of funds. The decrease in investment contract deposits over 2003 is due to a reduction in new contract sales and an increase in contract surrenders; both due to Oxfords decreased ratings.




In addition to cash flows from operating and financing activities, a substantial amount of liquid funds is available through Oxford's short-term portfolio. At September 30, 2004 and 2003, short-term investments amounted to $100.2 million and $122.9 million, respectively. Management believes that the overall sources of liquidity will continue to meet foreseeable cash needs.




Oxfords stockholder's equity was $119.1 million and $117.2 million at September 30, 2004 and 2003, respectively. Increases from earnings were offset by decreases in unrealized gains resulting from the change in interest rates.




Applicable laws and regulations of the State of Arizona require the Company's insurance subsidiaries to maintain minimum capital and surplus determined in accordance with statutory accounting practices. With respect to Oxford, the amount is $0.4 million. In addition, the amount of dividends that can be paid to shareholders by insurance companies domiciled in the State of Arizona is limited. Any dividend in excess of the limit requires prior regulatory approval. At September 30, 2004, Oxford cannot distribute any of its statutory surplus as dividends without regulatory approval. These restrictions are not expected to have a material adverse effect on the ability of the Company to meet its cash obligations.


******


***Property and Casualty Insurance***




As of September 30, 2004, RepWest had no notes or loans due in less than one year and its accounts payable, accrued expenses, and other payables were $18.1 million. RepWests financial assets (cash, receivables, short-term investments, and related party assets) at September 30, 2004 were approximately $395.7 million.




State insurance regulations restrict the amount of dividends that can be paid to stockholders of insurance companies. As a result, RepWests funds are generally not available to satisfy the claims of AMERCO or its legal subsidiaries. In addition, AMERCOs loan agreements prohibit any loans, capital contributions or other advances to RepWest by AMERCO.




The primary sources of cash for RepWest include invested assets, premiums 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 written is an important consideration. Benefit and claim statistics are continually monitored to provide projections of future cash requirements.




RepWests cash and cash equivalents and short-term investment portfolio were $79.1 million and $62.1 million at September 30, 2004 and 2003, respectively. This balance reflects 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.













**Cash Provided from Operating Activities by Operating Segments**




***Moving and Self-Storage***




Cash provided by operating activities from U-Haul was $32.3 million and $115.8 million for the first nine months of fiscal years 2005 and 2004, respectively. Cash provided/(used) by operating activities for Real Estate was $3.3 million and $(3.9) million for the first nine months of fiscal years 2005 and 2004, respectively. Cash provided from operating activities for SAC Holdings was $0.6 million and $1.2 million for the first nine months of fiscal years 2005 and 2004, respectively. The cash provided by U-Haul operations, before intercompany transfers, for the first nine months ended December 31, 2004 was approximately $189 million and approximately $145 million for the same period last year.




***Life Insurance***




Cash provided by operating activities was $7.8 million, and $11.8 million for the first nine months ended September 30, 2004, and 2003 respectively




***Property and Casualty Insurance***




Cash flows used by operating activities were $18.6 million and $55.6 million for the nine months ended September 30, 2004 and 2003, respectively. The cash used by operating activities is the result of RepWest exiting the assumed reinsurance and non U-Haul related lines. As RepWest adjudicates the claims in these lines there will be a continued use of its portfolio and a corresponding decrease in insurance reserves.




***Summary***




We believe we have the financial resources needed to meet our business requirements including capital expenditures for the expansion and modernization of our rental fleet, rental equipment and rental storage space and working capital requirements.




For a more detailed discussion of our long-term debt and borrowing capacity, please see footnote 5 Borrowings to the Notes to the Condensed Consolidated Financial Statements.




Disclosures about Contractual Obligations and Commercial Commitments




AMERCO uses certain equipment and occupies certain facilities under operating lease commitments with terms expiring through 2034, with the exception of one land lease expiring in 2079. In the event of a shortfall in proceeds from the sale of the underlying assets, AMERCO has guaranteed approximately $154.0 million of residual values at December 31, 2004 for these assets at the end of the respective lease terms. AMERCO has been leasing equipment since 1987. Thus far, we have experienced no residual value shortfalls. (See details related to operating lease commitments in footnote 9 Contingent Liabilities and Commitments to the Notes to the Condensed Consolidated Financial Statements.)




**Off Balance Sheet Arrangements**




We currently manage the self-storage properties owned by SAC Holdings pursuant to a standard form of management agreement with each SAC Holdings subsidiary, pursuant to which we receive a management fee ranging from 4% to 10% of the gross receipts from the properties plus reimbursement for certain expenses. We received management fees from SAC Holdings, exclusive of expenses, of $9.0 million during the first nine months of fiscal year 2005. This management fee is consistent with the fees received for other properties we manage.




Certain subsidiaries of SAC Holdings act as U-Haul independent dealers. The financial and other terms of the dealership contracts with subsidiaries of SAC Holdings are substantially identical to the terms of those with our independent dealers. During the first nine months of fiscal year 2005, we paid subsidiaries of SAC Holdings $24.5 million in commissions pursuant to such dealership contracts.













During the first nine months of fiscal year 2005, the Company leased space for marketing company offices, vehicle repair shops and hitch installation centers from subsidiaries of SAC Holdings. Total lease payments pursuant to such leases were $1.7 million. 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.




During the first nine months of fiscal 2005, a subsidiary of the Company held various junior unsecured notes of SAC Holdings. The Company recorded interest income of $16.3 million and received cash payments of $10.2 million during the first nine months of fiscal year 2005.




**Business Outlook**




As we look ahead to the remainder of fiscal year 2005, we believe the momentum in our moving and self-storage segments will continue, adjusted for the deconsolidation of SAC Holding Corporation and the W.P. Carey Transaction. During fiscal year 2004, we reported approximately $101.9 million of revenues, $26.5 million of earnings from operations, $37.8 million of interest expense, and a net loss of $8.6 million related to the 281 SAC Holdings properties which were deconsolidated March 31, 2004. We reported approximately $29.2 million of storage revenues during fiscal year 2004 at the 78 self-storage properties that were recently sold to W.P. Carey (UH Storage DE).




U-Haul is expected to continue to benefit from the initiatives mentioned earlier, including positive sales increases and maintenance and repair cost improvements associated with our fleet replacement program.




Oxford is in the process of rebuilding its distribution that was impacted by the AMERCO restructuring. Prior to the restructuring, Oxford was rated B++ by A.M. Best. The rating was reduced to C+ during the restructuring. In March 2004 the rating was upgraded to B-. In October 2004, the rating was upgraded to B with a continued positive outlook. Continued improvement in the rating will be a key factor in the success of Oxfords marketing programs including annuities, life insurance, Medicare supplement, and credit life and disability. Oxfords statutory capital measurements continue to strengthen and existing business is expected to continue to perform profitably.




RepWest expects to realize the benefits of its changed business plan. During fiscal 2004, we successfully discontinued the majority of the unprofitable direct and assumed reinsurance lines. U-Haul related lines have historically been profitable and we expect to see the results of the new business plan during fiscal year 2005. We believe that RepWests statutory capital measurements will continue to strengthen as the reserves of the discontinued lines are being run off. We are working with the Arizona Department of Insurance regarding the supervision order and expect it to be resolved in the future.




The Company has variable interests in variable interest entities. We have adopted FIN 46R, Accounting for Variable Interest Entities, effective with the March 2004 reporting period. At that time and based on changes made by SAC Holding Corporation, we no longer were considered the primary beneficiary of this variable interest entity or its subsidiaries, and we deconsolidated SAC Holding Corporation effective with the March 2004 reporting period. SAC Holding II is a variable interest entity and we are its primary beneficiary. Consequently, we continue to consolidate SAC Holding II in our financial statements.




It is possible that SAC Holding Corporation could take actions that would require us to re-determine whether we have become the primary beneficiary of SAC Holding Corporation. Should this occur, we could be required to re-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 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 de-consolidate some or all of our variable interest in SAC Holding II from our financial statements.













**Risk Factors**




***W******e operate in a highly competitive industry*.**




The truck rental industry is highly competitive and includes a number of significant national and hundreds of regional and local competitors. Competition is generally based on price, product quality, convenience, availability, brand name recognition and service. In our truck rental business, we face competition from Budget Car and Truck Rental Company and Penske Truck Leasing. Some of our competitors may have greater financial resources than we have. We cannot assure you that we will not be forced to reduce our rental prices or delay price increases.




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




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




***Control of AMERCO remains in the hands of a small contingent.***




As of December 31, 2004, Edward J. Shoen, Chairman of the Board of Directors and President of AMERCO, James P. Shoen, a director of AMERCO, and Mark V. Shoen, an executive officer of AMERCO, collectively own 8,790,170 shares (approximately 41.3%) of the outstanding common shares of AMERCO. Accordingly, Edward J. Shoen, Mark V. Shoen and James P. Shoen will be in a position to continue to influence the election of the members of the Board of Directors and approval of significant transactions. In addition, 2,192,400 shares (approximately 10.3%) of the outstanding common shares of AMERCO, including shares allocated to employees and unallocated shares are held by our Employee Savings and Employee Stock Ownership Trust.




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




Compliance with environmental requirements of federal, state and local governments significantly affects our business. Among other things, these requirements regulate the discharge of materials into the water, air and land and govern the use and disposal of hazardous substances. Under environmental laws, we can be held strictly liable for hazardous substances that are found on real property we have owned or operated. We are aware of issues regarding hazardous substances on some of our real estate and we have put in place a remedial plan at each site where we believe such a plan is necessary. We regularly make capital and operating expenditures to stay in compliance with environmental laws. In particular, we have managed a testing and removal program since 1988 for our underground storage tanks. Under this program, we spent $44.0 million between April 1988 and December 31, 2004. Despite these compliance efforts, risk of environmental liability is part of the nature of our business.




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




***Our business is seasonal.***




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




***We obtain our rental trucks from a limited number of manufacturers.***




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













**Our property and casualty insurance business has suffered extensive losses.**




Since January 2000, our property and casualty insurance business, RepWest, reported losses totaling approximately $158.2 million. These losses are primarily attributable to business lines that were unprofitable as underwritten. To restore profitability in RepWest, we have exited all non-U-Haul related lines and have strengthened the reserves on the lines being eliminated. Although we believe the terminated lines are adequately reserved, we cannot assure you that there will not be future adverse loss development.




***Our life insurance businesses have been downgraded by A.M. Best due to the events surrounding the restructuring.***




A.M. Best downgraded Oxford and its subsidiaries during the restructuring to C+. Upon emergence from bankruptcy in March 2004 Oxford and its subsidiaries were upgraded to B-. The ratings were again upgraded in October 2004, to B. A.M. Best has indicated the rating outlook for our life insurance companies is positive. Prior to AMERCOs restructuring Oxford was rated B++. Financial strength ratings are important external factors that can affect the success of Oxfords business plans. Accordingly, if Oxfords ratings, relative to its competitors, do not continue to improve, Oxford may not be able to retain and attract business as currently planned.




***Notes receivable from SAC Holdings are a significant portion of AMERCOS total assets.***




At December 31, 2004, we held approximately $203.8 million of notes due from SAC Holdings. We have significant economic exposure to SAC Holdings. SAC Holdings is highly leveraged with significant indebtedness to others. We hold various junior unsecured notes of SAC Holdings. If SAC Holdings is unable to meet its obligations to its senior lenders, it could trigger a default on its obligations to us. In such an event of default, we could suffer a significant loss. We cannot assure you that SAC Holdings will not default on its loans to their senior lenders or that the value of SAC Holdings assets upon liquidation would be sufficient to repay us in full.




***We face risks related to an SEC investigation and securities litigation.***




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




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




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




On May 20, 2003, RepWest consented to an Order for Supervision issued by the Arizona Department of Insurance (DOI). The DOI determined that RepWests level of risk based capital (RBC) allowed for regulatory control. Pursuant to this order and Arizona law, during the period of supervision, RepWest may not engage in any of the following activities without the prior approval of the DOI:


a. dispose of, convey or encumber any of its assets or its business in force;


b. withdraw any of its bank accounts;


c. lend any of its funds;


d. invest any of its funds;


e. transfer any of its property;


f. incur any debt, obligation or liability including the issuance of all new and renewal business;


g. merge or consolidate with another company;


h. enter into any new reinsurance contract or treaty; or


i. enter into any affiliate transactions.
















In order to abate the DOIs order, RepWest must establish that it possesses surplus in compliance with Arizona law and as the Director of Insurance may require based on type, volume or nature of its business pursuant to Arizona law and establish that certain credit risks associated with the exposures to AMERCO and its affiliates have been eliminated.




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




**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.




***Interest rate risk***




The exposure to market risk for changes in interest rates relates primarily to our variable rate debt obligations. Interest rate cap contracts represent non-linear derivative instruments which protect the holder from rises in short-term interest rates by making a payment to the holder when an underlying interest rate (the index or reference interest rate) exceeds a specified strike rate (the cap rate). During the first quarter of fiscal year 2005, the Company entered into separate interest rate cap contracts for $200.0 million of its variable rate debt obligations for a two year term and for $50.0 million of its variable rate debt obligations for a three year term. At December 31, 2004, the Company had approximately $347.4 million of variable rate debt obligations. A fluctuation in interest rates of 100 basis points would change interest expense for the Company by approximately $3.5 million annually to the extent that the three month LIBOR is below 3.0% and by $1.0 million to the extent that the three month LIBOR exceeds 3.0%.




***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% of our revenue is generated in Canada. The result of a 10% 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.




**Item 4.**  **Controls and Procedures**




We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (Disclosure Controls) as of the end of the period covered by this Quarterly Report. The controls evaluation was done under the supervision and with the participation of management, including the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO).




***Definition of Disclosure Controls***




Disclosure Controls are controls and procedures designed to assure that information required to be disclosed in our reports filed under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure Controls include controls and procedures designed to ensure that such information is accumulated and communicated to our management, including the CEO and the CFO, as appropriate to allow timely decisions regarding required disclosure. Our Disclosure Controls include components of our internal control over financial reporting, which consists of control processes designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles in the U.S. To the extent that components of our internal control over financial reporting are included within Disclosure Controls, they are included in the scope of our quarterly controls evaluation.













**Limitations on the Effectiveness of Controls**




The management of the Company, including the CEO and the CFO, does not expect that our Disclosure Controls or our internal control over financial reporting will prevent all error or fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met. Further, 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. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance 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 certain future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.




***Scope of the Controls Evaluation***




The evaluation of our Disclosure Controls included a review of the objectives and design of the controls, the implementation of the controls by the Company and the effect of the controls on the information generated for use in this Quarterly Report. In the course of the controls evaluation, we sought to identify data errors, control problems or acts of fraud and confirm that appropriate corrective action, including process improvements, were being undertaken. This type of evaluation is performed on a quarterly basis so that the conclusions of management, including the CEO and the CFO, concerning the effectiveness of the controls can be reported in our Quarterly Reports on Form 10-Q and to supplement our disclosures made in our Annual Report on Form 10-K. Many of the components of our Disclosure Controls are evaluated on an on-going basis by personnel in our finance department, as well as our independent auditors who evaluate them in connection with determining their auditing procedures related to their report on our annual financial statements. The overall goals of these various evaluation activities are to monitor our Disclosure Controls, and to modify them as necessary. Our intent is to maintain the Disclosure Controls as dynamic systems that change as conditions warrant.




Among other matters, we also considered whether our evaluation identified any significant deficiencies or material weaknesses in our internal control over financial reporting, and whether the Company had identified any acts of fraud involving personnel with a significant role in our internal control over financial reporting. This information was important both for the controls evaluation generally, and because item 5 of the certifications of the CEO and the CFO requires that the CEO and the CFO disclose that information to the Audit Committee of our Board and the independent auditors. In the professional auditing literature, significant deficiencies are referred to as reportable conditions, which are deficiencies in the design or operation of controls that could adversely affect our ability to record, process, summarize and report financial data in the financial statements. Auditing literature defines material weakness as a particularly serious reportable condition in which the internal control does not reduce to a relatively low level the risk that misstatements caused by error or fraud may occur in amounts that would be material in relation to the financial statements and the risk that such misstatements would not be detected within a timely period by employees in the normal course of performing their assigned functions. Based upon our evaluation of the effectiveness of the Companys internal controls, management has concluded that there was a deficiency in the design and operation of internal controls that adversely affected our ability to record, process and summarize and report financial data related to the unreconciled intercompany balances with SAC Holding corporations. This deficiency was considered to be a material weakness under the standards established by the American Institute of Certified Public Accountants. As a result of the conclusions discussed above, under the direction of the Audit Committee and the Board of Directors, we have taken corrective action to strengthen our internal controls and procedures to ensure information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and accurately reported, within the time periods specified in the SECs rules and forms. We also sought to address other controls matters in the controls evaluation, and in each case if a problem was identified, we considered what revision, improvement and/or correction to make in accordance with our on-going procedures.
















**Conclusions**




Based upon the controls evaluation, our CEO and CFO have concluded that, subject to the limitations noted above, as of the end of the period covered by this Quarterly Report, our Disclosure Controls were effective to provide assurance that material information relating to AMERCO and its consolidated subsidiaries is made known to management, including the CEO and the CFO, particularly during the period when our periodic reports are being prepared.




***Changes in Internal Control over Financial Reporting***




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
















**PART II. OTHER INFORMATION**







**Item 1. Legal Proceedings** ****




***Kocher***




On July 20, 2000, Charles Kocher (Kocher) filed suit in Wetzel County, West Virginia, Civil Action No. 00-C-51-K, entitled Charles Kocher v. Oxford Life Insurance Co. (Oxford) seeking compensatory and punitive damages for breach of contract, bad faith and unfair claims settlement practices arising from an alleged failure of Oxford to properly and timely pay a claim under a disability and dismemberment policy. On March 22, 2002, the jury returned a verdict of $5 million in compensatory damages and $34 million in punitive damages. On November 5, 2002, the trial court entered an Order affirming the $39 million jury verdict and denying Oxfords motion for New Trial Or, in The Alternative, Remittitur. Oxford appealed the case to the West Virginia Supreme Court. On June 17, 2004 the West Virginia Supreme Court reversed and vacated the punitive damages award and remanded the case for a new trial on punitive damages. On July 15, 2004 Oxford filed a petition for a re-hearing with the West Virginia Supreme Court on the matter of compensatory damages and on September 9, 2004 the West Virginia Supreme Court denied the petition. The Company has accrued for this potential loss. The new trial on punitive damages is set for April 8, 2005. The Company has notified its E & O carrier of the West Virginia Supreme Courts ruling. The E&O carrier is disputing coverage.




**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**




Not applicable.




**Item 5. Other Information**




For inclusion in the proxy statement and form of proxy relating to the 2005 Annual Meeting of Stockholders, a proposal intended for presentation at that meeting must be submitted in accordance with the applicable rules of the Securities and Exchange Commission and received by the Secretary of AMERCO, c/o U-Haul International, Inc., 2721 North Central Avenue, Phoenix, Arizona 85004, on or before March 25, 2005. Proposals to be presented at the 2005 Annual Meeting of Stockholders that are not intended for inclusion in the proxy statement and form of proxy must be submitted by that date and in a accordance with the applicable provisions of the Companys By-Laws, a copy of which is available upon written request, delivered to the Secretary of AMERCO at the address in the preceding sentence. The Company suggests that proponents submit their proposals to the Secretary of AMERCO by Certified Mail-Return Receipt Requested.














Item 6. Exhibits 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. 1-112552.2
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. 1-112552.3
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. 1-112553.1
Restated Articles of Incorporation of AMERCO
Incorporated by reference to AMERCOs Registration Statement on form S-4 filed March 30, 2004, file number 1-112553.2
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. 1-112553.3
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. 1-112553.4
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. 1-1125510.1
Settlement and Release Agreement among PricewaterhouseCoopers LLP, AMERCO, and SAC Holding Corporation
Filed herewith *10.2
Property Management Agreement among subsidiaries of U-Haul International and Galaxy Storage Two, L.P.
Filed herewith31.1
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 herewith31.2
Rule 13a-14(a)/15d-14(a) Certificate of Jack A. Peterson, Chief Financial Officer of AMERCO
Filed herewith31.3
Rule 13a-14(a)/15d-14(a) Certification of Robert T. Peterson, Chief Financial Officer of U-Haul International, Inc.
Filed herewith32.1
Certificate of Edward J. Shoen, President and Chairman of the Board of AMERCO and U-Haul International, Inc. pursuant to Section 906 of the Sabanes-Oxley Act of 2002
Filed herewith32.2
Certificate of Jack A. Peterson, Chief Financial Officer of AMERCO pursuant to Section 906 of the Sabanes-Oxley Act of 2002
Filed herewith32.3
Certificate of Robert T. Peterson, Chief Financial Officer of
U-Haul International, Inc. pursuant to Section 906 of the Sabanes-Oxley Act of 2002
Filed herewith





* A portion of this exhibit has been omitted pursuant to a request for confidential treatment.



















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








Date: February 9, 2005     /s/ Edward J. Shoen


Edward J. Shoen


President and Chairman of the Board


(Duly Authorized Officer)








Date: February 9, 2005     /s/ Jack A. Peterson


Jack A. Peterson


Chief Financial Officer


(Principal Financial Officer)








U-HAUL INTERNATIONAL, INC.





Date: February 9, 2005     /s/ Edward J. Shoen


Edward J. Shoen


President and Chairman of the Board


(Duly Authorized Officer)








Date: February 9, 2005     /s/ Robert T. Peterson


Robert T. Peterson


Chief Financial Officer


(Principal Financial Officer)