Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-169832

Prospectus Supplement to Prospectus dated October 7, 2010

Up to $4,450,000

AMERCO LOGO
 
 
Up to $1,500,000 of 8.0% Secured Notes Series UIC-05B, Due 30-Years from Issue Date
Up to $750,000 of 7.2% Secured Notes Series UIC-06B, Due 20-Years from Issue Date
Up to $2,200,000 of 6.9% Secured Notes Series UIC-07B, Due 15-Years from Issue Date
___________

AMERCO is offering up to $4,450,000 aggregate principal amount of Secured Notes Series UIC-05B, Series UIC-06B and Series UIC-07B (collectively, the “notes”).  The notes will be issued over a period of time in three series, not to exceed $4,450,000 in aggregate principal amount of notes, consisting of up to $1,500,000 with respect to Series UIC-05B, up to $750,000 with respect to Series UIC-06B, and up to $2,200,000 with respect to Series UIC-07B.  Notes in each series are issuable by AMERCO in multiple sub-series from time to time.   Prospective investors shall have the opportunity to select the series of notes for which such prospective investor is subscribing.  The notes are fully amortizing.  The notes issued pursuant to Series UIC-05B, including any sub-series thereunder, mature 30 years from the issue date and bear interest at 8.0%.  The notes issued pursuant to Series UIC-06B, including any sub-series thereunder, mature 20 years from the issue date and bear interest at 7.2%.  The notes issued pursuant to Series UIC-07B, including any sub-series thereunder, mature 15 years from the issue date and bear interest at 6.9%.

 Principal and interest on the notes will be credited to each holder’s U-Haul Investors Club™ account in arrears every three months, through the respective maturity date, commencing three months from the issue date thereof. Interest payments shall be based upon the actual number of days in the quarter.

Subject to collateral substitutions as provided herein, (i) the notes issued under Series UIC-05B shall be secured by a first-priority deed of trust lien on the real property and improvements thereon and appurtenances thereto known as U-Haul Company of Western Arizona, located in Phoenix, Arizona (the “Phoenix Property”). The Phoenix Property houses the U-Haul Phoenix Repair Shop and local U-Haul marketing company offices, and consists of an   approximately 2.61 acre parcel with approximately 23,939 square feet of building.  The Phoenix Property is located in Maricopa County, Arizona and its address is 2211 W. McDowell Road, Phoenix, Arizona 85009; (ii)  the notes issued under Series UIC-06B shall be secured by a first-priority deed of trust lien on U-Haul Moving & Storage at North Division, located in Spokane, Washington (the “Spokane Property”).  The Spokane Property is used for U-Haul office space and vehicle maintenance facilities and consists of an   approximately 2.13 acre parcel with three buildings totaling approximately 11,620 square feet.  The Spokane Property is located in Spokane County, Washington and its address is North 8805 Division, Spokane, Washington, 99218; and (iii) the notes issued under Series UIC-07B shall be secured by a first-priority deed of trust lien on U-Haul of Placentia, located in Placentia, California (the “Placentia Property”) .  The Placentia Property is a U-Haul-operated equipment rental facility, and is also used for equipment repair and service purposes and U-Haul office space.  The Placentia Property consists of an   approximately 5.25 acre parcel with five single-story buildings. The Placentia Property is located in Orange County, California and its address is 860 S. Placentia Avenue, Placentia, California 92870.
 
 
No underwriter or other third-party has been engaged to facilitate the sale of the notes in this offering.
___________


 
 

 

The notes are not savings accounts, deposit accounts or money market funds.  The notes are not guaranteed or insured by the Federal Deposit Insurance Corporation, the Federal Reserve or any other governmental agency.

See “Risk Factors” beginning on page S-8 of this prospectus supplement to read about important facts you should consider before buying the notes.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus.  Any representation to the contrary is a criminal offense.

___________

 
Per Note
Total
Offering Price
100%
$4,450,000
Proceeds to AMERCO (before expenses)
100%
$4,450,000
___________

The notes are being issued in uncertificated book-entry form only, and will not be listed on any
securities exchange.
___________

Prospectus Supplement dated January 31, 2012


 
 

 

 
Page
Prospectus Supplement
 
   
About this Prospectus Supplement
S-i
Where You Can Find More Information
S-i
Note Regarding Forward-Looking Statements
S-ii
Prospectus Supplement Summary
S-1
Summary Selected Consolidated Financial Information
S-6
Risk Factors
S-8
Use of Proceeds
S-18
Ratio of Earnings to Fixed Charges
S-18
Description of Notes
S-18
U-Haul Investors Club
S-33
Material U. S. Federal Income Tax Consequences
S-37
Plan of Distribution
S-39
Legal Matters
S-39
Experts
S-39
   
Prospectus
 
About This Prospectus
1
About AMERCO
3
Risk Factors
4
Note Regarding Forward-Looking Statements
4
Description of Securities
5
Use of Proceeds
5
Ratio of Earnings to Fixed Charges
5
Plan of Distribution
5
Legal Matters
7
Experts
7
Incorporation of Certain Information by Reference
7
Where You Can Find More Information
8


 
 

 

ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts.  The first part is the prospectus supplement, which contains the terms of this offering of notes.  The second part, the accompanying prospectus dated October 7, 2010, gives more general information, some of which may not apply to this offering.
 
We have not authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectuses that AMERCO may prepare.  We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.  This prospectus supplement and the accompanying prospectus is an offer to invite subscriptions to purchase notes, but only under circumstances and in jurisdictions where it is lawful to do so.  The information contained in this prospectus supplement and the accompanying prospectus is current only as of the respective dates of such documents.
 
If there is any inconsistency between the information in this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement.

WHERE YOU CAN FIND MORE INFORMATION

AMERCO is subject to the informational requirements of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”).  AMERCO’s filings are available to the public over the Internet at the SEC’s website at sec.gov , as well as at AMERCO’s website, amerco.com . You may also read and copy, at prescribed rates, any document AMERCO files with the SEC at the Public Reference Room of the Securities and Exchange Commission located at 100 F Street, N.E., Washington, D.C. 20549.  Please call the SEC at 1-800-732-0330 for further information on the SEC’s Public Reference Room.

In this prospectus supplement, as permitted by law, we “incorporate by reference” information from other documents that AMERCO files with the SEC. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus supplement and should be read with the same care. When AMERCO updates the information contained in documents that have been incorporated by reference by making future filings with the SEC, the information incorporated by reference in this prospectus supplement is considered to be automatically updated and superseded. In other words, in case of a conflict or inconsistency between information contained in this prospectus supplement and information incorporated by reference into this prospectus supplement, you should rely on the information contained in the document that was filed later.

We incorporate by reference in this prospectus supplement the documents listed below:

·  
our Annual Report on Form 10-K for the fiscal year ended March 31, 2011;

·  
those portions of our definitive proxy statement on Schedule 14A dated July 15, 2011, incorporated by reference in our Annual Report on Form 10-K for the year ended March 31, 2011;

·  
our Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2011, September 30, 2011 and December 31, 2010; and

·  
our current reports on Form 8-K filed on August 27, 2010, September 10, 2010, February 3, 2011, February 22, 2011, February 25, 2011, March 1, 2011, March 2, 2011, March 4, 2011, March 22, 2011, March 22, 2011, April 1, 2011, April 7, 2011, April 22, 2011, June 23, 2011, July 20, 2011, August 17, 2011, August 29, 2011, September 28, 2011, October 31, 2011, December 13, 2011, December 28, 2011 (Form 8-K/A) and January 18, 2012.

 
S-i

 


Unless stated otherwise in the applicable report, information furnished under Item 2.02 or 7.01 of our Current Reports on Form 8-K is not incorporated by reference.

Other than any documents expressly incorporated by reference, the information on our website and any other website that is referred to in this prospectus supplement is not part of this prospectus supplement.

You may obtain any of the documents incorporated by reference in this prospectus supplement from the SEC through the SEC’s website at the address provided above.  You also may request a copy of any document incorporated by reference in this prospectus (excluding any exhibits to those documents, unless the exhibit is specifically incorporated by reference in this document), at no cost.  Requests should be directed to AMERCO, Corporate Secretary, c/o U-Haul International, Inc., 2727 N. Central Avenue, Phoenix, AZ  85004, telephone (602) 263-6788.
 
We  own the registered trademarks or service marks “U-Haul®”, “AMERCO®”, “In-Town®”, “eMove®”, “C.A.R.D.®”,  “Safemove®”, “WebSelfStorage®”, “webselfstorage.com (SM) ”, “uhaul.com ® ”, “Lowest Decks (SM) ”, “Gentle Ride Suspension (SM) ”, “Mom’s Attic ® ”,  “U-Box®”,  “Moving Help®”, “Safestor®”, “U-Haul Investors Club™”, “uhaulinvestorsclub.com (SM) ”, “U-Note™”, among others, for use in connection with the moving and storage business.  This prospectus supplement also includes product name and other trade names and service marks owned by AMERCO or its affiliates.


NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement contains “forward-looking statements” regarding future events and our future results of operations.  AMERCO may make additional written or oral forward-looking statements from time to time in filings with the SEC or otherwise. We believe such forward-looking statements are within the meaning of the safe-harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act.  Such statements may include, but are not limited to, projections of revenues, earnings or loss, estimates of capital expenditures, plans for future operations, products or services, financing needs and plans; our perceptions of our legal positions and anticipated outcomes of government investigations and pending litigation against us, liquidity, goals and strategies, plans for new business, storage occupancy, growth rate assumptions, pricing, costs, and access to capital and leasing markets as well as assumptions relating to the foregoing. The words “believe,” “expect,” “anticipate,” “estimate,” “project” and similar expressions identify forward-looking statements, which speak only as of the date the statement was made.
 
Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Factors that could significantly affect results include, without limitation: the risks enumerated in the “Risk Factors” section beginning on page S-8 of this prospectus supplement, as well as the following: our ability to operate pursuant to the terms of our credit facilities; our ability to maintain contracts that are critical to our operations; the costs and availability of financing; our ability to execute our business plan; our ability to attract, motivate and retain employees; general economic conditions; fluctuations in our costs to maintain and update our fleet and facilities; our ability to refinance our debt; changes in government regulations, particularly environmental regulations; our credit ratings; the availability of credit; changes in demand for our products; changes in the general domestic economy; the degree and nature of our competition; the resolution of pending litigation against us; changes in accounting standards and other factors described in this report or the other documents AMERCO files with the SEC. The above factors, as well as other statements in this prospectus supplement or in the incorporated documents, could contribute to or cause such risks or uncertainties, or could cause our performance to fluctuate dramatically.  Consequently, forward-looking statements should not be regarded as representations or warranties by us that such matters will be realized and readers are cautioned not to place undue reliance on them.  We assume no obligation to update or revise any forward-looking statements, whether in response to new information, unforeseen events, changed circumstances or otherwise.

 
S-ii

 

You should carefully consider the trends, risks and uncertainties described in the “Risk Factors” section beginning on page S-8 of this prospectus supplement and other information in this prospectus and reports filed with the SEC before making any investment decision with respect to the notes.  If any of these trends, risks or uncertainties actually occurs or continues, our business, financial condition or operating results could be materially adversely affected. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.

 
S-iii

 


 
PROSPECTUS SUPPLEMENT SUMMARY
 

This summary highlights selected information contained elsewhere or incorporated by reference in this prospectus supplement and may not contain all the information that you need to consider in making your investment decision with respect to the notes.  You should carefully read this entire prospectus supplement, and the accompanying prospectus, as well as the information incorporated by reference herein, before deciding whether to invest.  You should pay special attention to the “Risk Factors” section beginning on page S-8 of this prospectus supplement to determine whether an investment in the notes is appropriate for you.

About AMERCO and U-Haul

AMERCO, a Nevada corporation (“AMERCO”), is the holding company for U-Haul International, Inc. (“U-Haul”), Amerco Real Estate Company (“Real Estate”), Repwest Insurance Company (“Repwest”) and Oxford Life Insurance Company (“Oxford”).  Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus supplement to “we”, “us”, “our” or the “Company” mean AMERCO and its subsidiaries; and all references in this prospectus supplement to “AMERCO” mean AMERCO only, excluding its subsidiaries.

Through U-Haul, we believe that we are North America’s largest and most comprehensive “do-it-yourself” moving and storage operator.  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 aim 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, an online marketplace that connects consumers to independent Moving Help™ service providers and independent self-storage facilities.

As of March 31, 2011, the U-Haul system included over 1,400 owned and managed retail moving centers and approximately 15,000 independent dealer locations.  U-Haul is a leader in supplying products and services to help people move and store their household and commercial goods.

Each of the owned and managed retail moving centers and the independent dealer locations rent distinctive orange and white U-Haul trucks and trailers.  The owned and managed retail moving centers typically also offer self-storage rooms to customers, and U-Haul has over 5,500 independent storage affiliates.  Many of the locations also sell U-Haul brand boxes, tape and other moving and self-storage products and services to moving and storage customers, and U-Haul sells similar products and services to such customers through its website, uhaul.com .

In addition, customers are offered moving and storage protection packages such as SafeMove™ and SafeTow™, providing moving and towing customers with a collision damage waiver, cargo protection and medical and life coverage.  For customers who desire additional coverage over and above the standard SafeMove™ protection, U-Haul also offers its Super SafeMove™ product. This package provides the rental customer with a layer of primary liability protection. The current provider of SafeMove™ and Super SafeMove™ coverage is Repwest.

We believe that U-Haul is the most convenient supplier of products and services addressing the needs of the United States and Canadian “do-it-yourself” moving and storage market.  The U-Haul system’s broad geographic coverage throughout the United States and Canada and the extensive selection of U-Haul brand moving equipment rentals, self-storage rooms and related moving and storage products and services provide U-Haul customers with convenient “one-stop” shopping. As of March 31, 2011, the U-Haul rental fleet consisted of approximately 101,000 trucks and vans, 82,000 trailers and 33,000 tow devices.



 
S-1

 

Prior and subsequent to this offering of notes, AMERCO is issuing additional series of collateralized notes through the U-Haul Investors Club. Additionally, AMERCO intends to offer further series of notes, in the future, through the U-Haul Investors Club.

AMERCO is a publicly traded Nevada corporation. AMERCO’s common stock is listed on the NASDAQ Global Select Market under the symbol “UHAL”.  AMERCO’s principal executive offices are located at 1325 Airmotive Way, Suite 100, Reno, Nevada 89502-3239. Its website address is amerco.com .
 
You can get more information regarding our business by reading our Annual Report on Form 10-K for the fiscal year ended March 31, 2011 and the other reports and information that AMERCO files with the SEC.  See “Where You Can Find More Information” on page S-i of this prospectus supplement.

 
S-2

 

The Offering

The following summary describes the principal terms of the notes and the U-Haul Investors Club. Certain of the terms and conditions below are subject to important limitations and exceptions.  For a more detailed description of the terms and conditions of the notes and the U-Haul Investors Club, see “Description of the Notes” beginning on page S-18 of this prospectus supplement and “U-Haul Investors Club” beginning on page S-33 of this prospectus supplement.

Issuer
AMERCO.
   
Notes Offered
Up to $1,500,000 in aggregate principal amount of 8.0% Secured Notes Series UIC-05B; up to $750,000 in aggregate principal amount of 7.2% Secured Notes Series UIC-06B; and up to $2,200,000 in aggregate principal amount of 6.9% Secured Notes Series UIC-07B.
   
Issue Date for Each Series
Each series of notes will be issued within five business day following our receipt and acceptance of investor subscriptions in such amount as may be determined by us, not to exceed $1,500,000 in aggregate principal amount with respect to Series UIC-05B; not to exceed $750,000 in aggregate principal amount with respect to Series UIC-06B; and not to exceed $2,200,000 in aggregate principal amount with respect to Series UIC-07B.  Notes in each series are issuable by us from time to time in sub-series, but otherwise upon the same terms and conditions as provided herein.
   
Maturity Date
The payment date exactly thirty years from the issue date with respect to Series UIC-05B; the payment date exactly twenty years from the issue date with respect to Series UIC-06B; and the payment date exactly fifteen years from the issue date with respect to Series UIC-07B;
   
Interest Rate
The notes issued pursuant to Series UIC-05B accrue interest at a rate of 8.0% per year on the outstanding principal amount, commencing as of the issue date; the notes issued pursuant to Series UIC-06B accrue interest at a rate of 7.2% per year on the outstanding principal amount, commencing as of the issue date; and the notes issued pursuant to Series UIC-07B accrue interest at a rate of 6.9% per year on the outstanding principal amount, commencing as of the issue date.    Interest on the notes is computed on the basis of a 360-day year comprised of twelve 30-day months.
   
Minimum Investment
$100.
   
Principal and Interest Payment Date;  Credited to Holders’ U-Haul Investors Club Account
The notes are fully amortizing.  Principal and interest on the notes will be credited to each holder’s U-Haul Investors Club™ account in arrears every three months, through the respective maturity date, commencing three months from the issue date of the first series of notes hereunder. Interest payments shall be based upon the actual number of days in the quarter.  Principal and interest will be credited to the U-Haul Investors Club accounts of the holders who own the notes as of each applicable record date.
   
Record Date
The record date is the first day of the month preceding the related due date for the crediting of principal and interest on the notes.
   
Initial Collateral
Notes issued under Series UIC-05B are initially secured by a first-priority lien on the Phoenix Property, as specifically identified in the deed of trust that will encumber the Phoenix Property; the notes issued under Series UIC-06B are initially secured by a first priority lien on the Spokane Property, as specifically identified in the deed of trust that will encumber the Spokane Property; and the notes issued under Series UIC-07B are initially secured by a first priority lien on
 
 
 
 
 
S-3

 
 
 
 
the Placentia Property, as specifically identified in the deed of trust that will encumber the  Placentia Property (collectively, the “Initial Collateral”).  The Initial Collateral is owned by Amerco Real Estate Company, a Nevada corporation (“Owner”), an affiliate of AMERCO.  The Initial Collateral is utilized in the operations of the U-Haul system, in which U-Haul rental equipment and self-storage units are rented to customers in the ordinary course of business.  No appraisal of the Initial Collateral has been or will be prepared by us or on our behalf in connection with this offering.
   
Substitution of Collateral
AMERCO has the right, in its sole discretion, to substitute or to cause any third party or affiliate to substitute any assets (the “Replacement Collateral”) for all or part of the Collateral that from time to time secures the notes, including the Initial Collateral and any Replacement Collateral (the “Collateral”), provided that the value of the Replacement Collateral is at least 100% of the value of the Collateral that is released at the time of substitution (the “Released Collateral”).  In connection with any substitution of Collateral, the value of the Replacement Collateral and the Released Collateral is determinable by AMERCO in its sole discretion, and no appraisal will be prepared by us or on our behalf in this regard.  AMERCO is permitted to make an unlimited number of Collateral substitutions.
 
The value of the Collateral at any time will depend on market and other economic conditions, including the availability of suitable buyers for the Collateral.
   
Ranking
The notes are secured in the Collateral and will rank equally among themselves.
   
No Subsidiary Guarantees
The notes are not guaranteed by any subsidiary of AMERCO, and therefore will be effectively structurally subordinated to all of the existing and future claims of creditors of each of AMERCO’s subsidiaries, including U-Haul.
   
Covenants
The notes are being issued under a base indenture (“base indenture”) between AMERCO and U.S. Bank National Association, as trustee (the “trustee”), an indenture supplement (“indenture supplement”) between AMERCO and the trustee, a deed of trust with respect to each property (each, a “deed of trust”), and a pledge and security agreement (“security agreement”, and together with the base indenture, the indenture supplement, the deeds of trust and any other instruments and documents executed and delivered pursuant to the foregoing documents, as the same may be amended, supplemented or otherwise modified from time to time, the “financing documents”) among AMERCO, the trustee and Owner. The financing documents contain certain covenants for the benefit of the holders.  These covenants consist of:
 
·   maintenance of a first-priority lien on the Collateral; and
 
·   prohibition of additional liens on the Collateral.
   
Optional Redemption
Under the terms of the financing documents, the notes may be redeemed by AMERCO in its sole discretion at any time, in whole or in part on a pro rata basis, without penalty, premium or fee, at a price equal to 100% of the principal amount then outstanding, plus accrued and unpaid interest, if any, through the date of redemption.
   
Use of Proceeds
AMERCO intends to use the net proceeds from this offering to reimburse its subsidiaries and affiliates for the cost of the Collateral and/or for other general corporate purposes.

 
S-4

 


Listing
The notes will not be listed on any national securities exchange.
   
Rating
The notes will not be rated by any statistical rating organization.
   
U-Haul Investors Club
Through this offering, AMERCO is extending to investors the opportunity to subscribe to purchase notes.  In order to subscribe to purchase notes, prospective investors must become a member of the U-Haul Investors Club and comply with the instructions available on our website at uhaulinvestorsclub.com .  Among other things, this will require the  prospective investor to:
 
·   complete a membership application;
 
·   complete a note subscription offer;
 
·   set up a U-Haul Investors Club online account through which you will be able to transfer funds from your linked
  U.S. bank account to pay for the notes; and
 
·   receive and deliver in electronic format any and all documents, statements and communications related to the
  offering, the notes and the U-Haul Investors Club.
 
AMERCO reserves the right to reject, in whole or in part, in its sole discretion, any subscription to purchase notes.  Before AMERCO closes the offering, you may withdraw your subscription to purchase notes.
 
AMERCO intends to offer additional securities through the U-Haul Investors Club simultaneously with this offering and in the future.
   
Form of Notes
The notes are being issued in uncertificated book-entry form only, through the U-Haul Investors Club website.
   
Transferability
The notes are not transferable except between members of the U-Haul Investors Club through privately negotiated transactions.  The notes will not be listed on any securities exchange, and there is no anticipated public market for the notes.  Therefore, investors must be prepared to hold their notes until the applicable maturity date of such series of notes.
   
Servicer
The notes will be serviced exclusively by U-Haul International, Inc., a subsidiary of AMERCO, or its designee.
   
Risk Factors
An investment in the notes involves substantial risk. See “Risk Factors” beginning on page S-8 for a description of certain risks you should consider before investing in the notes.
 



 
S-5

 

SUMMARY SELECTED CONSOLIDATED FINANCIAL INFORMATION

The following table sets forth summary historical consolidated financial information for AMERCO and its consolidated subsidiaries as of and for the years ended March 31, 2011, 2010, 2009, 2008 and 2007 and for the six-months ended September 30, 2011 and 2010. You should read this summary of selected consolidated financial information together with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and related notes in our Annual Report on Form 10-K for the fiscal year ended March 31, 2011 and our Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2011, September 30, 2011 and December 31, 2010, which are incorporated by reference herein.
 
   
Years Ended March 31,
 
   
2011
   
2010
   
2009
      2008 (b), (c)     2007  
   
(In thousands, except share and per share data)
 
Summary of Operations:
                                 
Self-moving equipment rentals
  $ 1,547,015     $ 1,419,726     $ 1,423,022     $ 1,451,292     $ 1,462,470  
Self-storage revenues
    120,698       110,369       110,548       122,248       126,424  
Self-moving and self-storage products and service sales
    205,570       198,785       199,394       217,798       224,722  
Property management fees
    22,132       21,632       23,192       22,820       21,154  
Life insurance premiums
    206,992       134,345       109,572       111,996       120,399  
Property and casualty insurance premiums
    30,704       27,625       28,337       28,388       24,335  
Net investment and interest income
    52,661       49,989       58,021       62,110       59,696  
Other revenue
    55,503       39,534       40,180       32,522       30,098  
Total revenues
    2,241,275       2,002,005       1,992,266       2,049,174       2,069,298  
                                         
Operating expenses
    1,026,577       1,022,061       1,057,880       1,089,543       1,091,792  
Commission expenses
    190,981       169,104       171,303       167,945       162,899  
Cost of sales
    106,024       104,049       114,387       120,210       117,648  
Benefits and losses
    190,429       121,105       97,617       98,760       107,345  
Amortization of deferred policy acquisition costs
    9,494       7,569       12,394       13,181       17,138  
Lease expense
    150,809       156,951       152,424       133,931       147,659  
Depreciation, net of (gains) losses on disposals (e)
    189,266       227,629       265,213       221,882       189,589  
Total costs and expenses
    1,863,580       1,808,468       1,871,218       1,845,452       1,834,070  
                                         
Earnings from operations
    377,695       193,537       121,048       203,722       235,228  
Interest expense
    (88,381 )     (93,347 )     (98,470 )     (101,420 )     (82,436 )
Fees and amortization on early extinguishment of debt (a)
    -       -       -       -       (6,969 )
Pretax earnings
    289,314       100,190       22,578       102,302       145,823  
Income tax expense
    (105,739 )     (34,567 )     (9,168 )     (34,518 )     (55,270 )
Net earnings
    183,575       65,623       13,410       67,784       90,553  
Excess (loss) carrying amount of preferred stock over consideration paid
    (178 )     388       -       -       -  
Less:  Preferred stock dividends (d)
    (12,412 )     (12,856 )     (12,963 )     (12,963 )     (12,963 )
Earnings available to common shareholders
  $ 170,985     $ 53,155     $ 447     $ 54,821     $ 77,590  
Basic and diluted earnings per common share
  $ 8.80     $ 2.74     $ 0.02     $ 2.78     $ 3.72  
Weighted average common shares outstanding: Basic and diluted
    19,432,781       19,386,791       19,350,041       19,740,571       20,838,570  
Cash dividends declared and accrued Preferred stock
  $ 12,963     $ 12,963     $ 12,963     $ 12,963     $ 12,963  
                                         
Balance Sheet Data:
                                       
Property, plant and equipment, net
  $ 2,094,573     $ 1,948,388     $ 2,013,928     $ 2,011,176     $ 1,897,071  
Total assets
    4,176,154       3,762,454       3,825,073       3,832,487       3,523,048  
Notes, loans and leases payable
    1,397,842       1,347,635       1,546,490       1,504,677       1,181,165  
SAC Holding II notes and loans payable, non re-course to AMERCO
    -       -       -       -       74,887  
Stockholders' equity
    993,020       812,911       717,629       758,431       718,098  
                                         
(a) Includes the write-off of debt issuance costs of $7.0 million in fiscal 2007.
                                 
(b) Fiscal 2008 summary of operations includes 7 months of activity for SAC Holding II which was deconsolidated effective October 31, 2007.
         
(c) Fiscal 2008 balance sheet data does not include SAC Holding II which was deconsolidated effective October 31, 2007.
                 
(d) Fiscal 2011 and 2010 reflect eliminations of $0.6 million and $0.1 million, respectively paid to affiliates.
                         
(e) (Gains) losses were ($23.1) million, ($2.0) million, $16.6 million, ($5.9) million and $3.4 million for fiscal 2011, 2010, 2009, 2008 and 2007, respectively.
 

 
S-6

 


   
Six Months Ended September 30,
 
   
2011
   
2010
 
   
(Unaudited)
 
   
(In thousands, except share and per share data)
 
Summary of Operations:
           
Self-moving equipment rentals
  $ 958,174     $ 886,591  
Self-storage revenues
    65,836       58,874  
Self-moving and self-storage products and service sales
    124,146       120,111  
Property management fees
    9,561       9,116  
Life insurance premiums
    97,196       77,825  
Property and casualty insurance premiums
    15,647       14,479  
Net investment and interest income
    33,164       26,229  
Other revenue
    42,422       29,698  
  Total revenues
    1,346,146       1,222,923  
                 
Operating expenses
    566,315       523,393  
Commission expenses
    121,001       109,782  
Cost of sales
    65,224       61,268  
Benefits and losses
    94,392       72,805  
Amortization of deferred policy acquisition costs
    7,050       4,069  
Lease expense
    66,946       76,630  
Depreciation, net of (gains) on disposals of (($17,627) and ($17,309), respectively)
    92,422       88,746  
Total costs and expenses
    1,013,350       936,693  
                 
Earnings from operations
    332,796       286,230  
  Interest expense
    (45,596 )     (43,252 )
Pretax earnings
    287,200       242,978  
  Income tax expense
    (107,966 )     (91,257 )
Net earnings
    179,234       151,721  
  Less: Excess of redemption value over carrying value of preferred shares redeemed
    (5,908 )     (171 )
  Less: Preferred stock dividends (a)
    (2,913 )     (6,257 )
Earnings available to common shareholders
  $ 170,413     $ 145,293  
Basic and diluted earnings per common share
  $ 8.75     $ 7.48  
Weighted average common shares outstanding: Basic and diluted
    19,465,530       19,421,205  
Cash dividends declared and accrued Preferred stock (a)
  $ 8,821     $ 6,428  
                 
Balance Sheet Data:
               
Property, plant and equipment, net
  $ 2,239,343     $ 2,019,451  
Total assets
    4,403,137       3,939,400  
Notes, loans and leases payable
    1,478,581       1,278,555  
Stockholders' equity
    1,006,342       945,914  
                 
(a) Reflects elimination of $0.3 million and $0.2 million in 2011 and 2010, respectively paid to an affiliate.
 

 
S-7

 


 
RISK FACTORS
 

An investment in the notes involves substantial risk. You should carefully consider the risks described below and the risk factors included in our Annual Report on Form 10-K for the year ended March 31, 2011, as well as the other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus, before making an investment decision. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. The market value of the notes, if any market develops or exists, could decline due to any of these risks, and you may lose all or part of your investment. This prospectus supplement also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in this prospectus supplement and the accompanying prospectus.

Risk Relating to Our Business
We operate in a highly competitive industry.
 
The truck rental industry is highly competitive and includes a number of significant national, regional and local competitors. We believe the principal competitive factors in this industry are convenience of rental locations, availability of quality rental moving equipment, breadth of essential services and products and total cost. Financial results for the Company can be adversely impacted by aggressive pricing from our competitors. Some of our competitors may have greater financial resources than we have. We cannot assure you that we will be able to maintain existing rental prices or implement price increases. Moreover, if our competitors reduce prices and we are not able or willing to do so as well, we may lose rental volume, which would likely have a materially adverse affect on our results of operations.

 
The self-storage industry is large and highly fragmented. We believe the principal competitive factors in this industry are convenience of storage rental locations, cleanliness, security and price. 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 raise rental rates or require us to offer discounted rates that would have a material affect on results of operations and financial condition. Entry into the self-storage business may be accomplished through the acquisition of existing facilities by persons or institutions with the required initial capital. Development of new self-storage facilities is more difficult however, due to land use, 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.

We are highly leveraged.
 
As of March 31, 2011, we had total debt outstanding of $1,397.8 million and total undiscounted lease commitments of $398.8 million. Although we believe that additional leverage can be supported by the Company’s operations, our existing debt could impact us in the following ways among other considerations:
 
·  
require us to allocate a considerable portion of cash flows from operations to debt service payments;
 
·  
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
 
·  
limit our ability to obtain additional financing; and
 
·  
place us at a disadvantage compared to our competitors who may have less debt.

 
S-8

 

Our ability to make payments on our debt depends upon our ability to maintain and improve our operating performance and generate cash flow. To some extent, this is subject to prevailing economic and competitive conditions and to certain financial, business and other factors, some of which are beyond our control. If we are unable to generate sufficient cash flow from operations to service our debt and meet our other cash needs, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness. If we must sell our assets, it may negatively affect our ability to generate revenue. In addition, we may incur additional debt that would exacerbate the risks associated with our indebtedness.
 
Economic conditions, including those related to the credit markets, may adversely affect our industry, business and results of operations.
 
The United States economy has undergone a period of slowdown and unprecedented volatility, which resulted in a recession.  It is difficult to gauge the pace of the economic recovery or if such recovery may weaken in the future.  Consumer and commercial spending is generally affected by the health of the economy.  Our industries, although not as traditionally cyclical as some, could experience significant downturns in connection with or in anticipation of, declines, or sustained lack of recovery, in general economic conditions.  In times of declining consumer spending we may be driven, along with our competitors, to reduce pricing which would have a negative impact on gross profit.  We cannot predict if another downturn, or sustained lack of recovery, in the economy may occur which could result in reduced revenues and working capital.
 
Should credit markets in the United States tighten or if interest rates increase significantly we may not be able to refinance existing debt or find additional financing on favorable terms, or at all.  If one or more of the financial institutions that support our existing credit facilities fails, we may not be able to find a replacement, which would negatively impact our ability to borrow under credit facilities.  While we believe that we have adequate sources of liquidity to meet our anticipated requirement for working capital, debt servicing and capital expenditures through fiscal 2012, if our operating results were to worsen significantly and our cash flows or capital resources prove inadequate, or if interest rates increase significantly, we could face liquidity problems that could materially and adversely affect our results of operations and financial condition.
 
Our fleet program can be adversely affected by financial market conditions.
 
To meet the needs of our customers, U-Haul maintains a large fleet of rental equipment. Our rental truck fleet rotation program is funded internally through operations and externally from debt and lease financing. Our ability to fund our routine fleet program could be adversely affected if financial market conditions limit the general availability of external financing. This could lead to the Company operating trucks longer than initially planned and/or reducing the size of the fleet, either of which could materially and negatively affect our results of operations.
 
Another important aspect of our fleet rotation program is the sale of used rental equipment. The sale of used equipment provides the organization with funds that can be used to purchase new equipment. Conditions may arise that could lead to the decrease in resale values for our used equipment. This could have a material adverse effect on our financial results, which would result in losses on the sale of equipment and decreases in cash flows from the sales of equipment.

We obtain our rental trucks from a limited number of manufacturers.
 
Over the last ten years, we purchased the majority of our rental trucks from Ford Motor Company and General Motors Corporation. Our fleet can be negatively affected by issues our manufacturers may face within their own supply chain. Also, it is possible that our suppliers may face financial difficulties or organizational changes which could negatively impact their ability to accept future orders or fulfill existing orders. Although we believe that we could contract with alternative manufacturers for our rental trucks, we cannot guarantee or predict how long that would take. In addition, termination of our existing relationship

 
S-9

 

 
with these suppliers could have a material adverse effect on our business, financial condition or results of operations for an indefinite period of time.
 
We seek to effectively hedge against interest rate changes in our variable debt.
 
In certain instances, the Company seeks to manage its exposure to interest rate risk through the use of hedging instruments including interest rate swap agreements and forward swaps. The Company enters into these arrangements with counterparties that are significant financial institutions with whom we generally have other financial arrangements. We are exposed to credit risk should these counterparties not be able to perform on their obligations. Additionally, a failure on our part to effectively hedge against interest rate changes may adversely affect our financial condition and results of operations. We are required to record these financial instruments at their fair value. Changes in interest rates can significantly impact the valuation of the instruments resulting in non-cash changes to our financial position.
 
We are controlled by a small contingent of stockholders.
 
As of March 31, 2011, Edward J. Shoen, President and Chairman of the Board of AMERCO, James P. Shoen, a director of AMERCO, and Mark V. Shoen, an executive officer of U-Haul, collectively are the owners of 9,222,191 shares (approximately 47.0%) of the outstanding common shares of AMERCO. In addition, Edward J. Shoen, James P. Shoen, Mark V. Shoen, Rosmarie T. Donovan (Trustee of the Shoen Irrevocable Trusts) and Dunham Trust Company (Successor Trustee of the Irrevocable “C” Trusts) (collectively, the “Reporting Persons”) are parties to a stockholder agreement dated June 30, 2006 in which the Reporting Persons agreed to vote as one as provided in this agreement (the “Stockholder Agreement”).  Pursuant to the Stockholder Agreement, a collective 10,896,914 shares (approximately 55.6%) of the Company’s common stock are voted at the direction of a majority in interest of the Reporting Persons.  For additional information, refer to the Schedule 13Ds filed on July 13, 2006, March 9, 2007 and on June 26, 2009 with the SEC. In addition, 1,568,010 shares (approximately 8%) of the outstanding common shares of AMERCO are held by our Employee Savings and Employee Stock Ownership Trust.
 
As a result of their stock ownership and the Stockholder Agreement, Edward J. Shoen, Mark V. Shoen and James P. Shoen are in a position to significantly influence the business affairs and policies of the Company, including the approval of significant transactions, the election of the members of the Board and other matters submitted to our stockholders. There can be no assurance that the interests of the Reporting Persons will not conflict with the interest of our other stockholders. Furthermore, as a result of the Reporting Persons’ voting power, the Company is a “controlled company” as defined in the Nasdaq Listing Rules and, therefore, may avail itself of certain exemptions under Nasdaq rules, including exemptions from the rules that require the Company to have (i) a majority of independent directors on the Board; (ii) independent director oversight of executive officer compensation; and (iii) independent director oversight of director nominations.  Of the above available exemptions, the Company currently avails itself to the exemption from independent director oversight of executive officer compensation, other than with respect to the compensation of the President of AMERCO.

We bear certain risks related to our notes receivable from SAC Holdings.
 
At March 31, 2011, we held approximately $196.2 million of notes receivable from SAC Holding Corporation and its subsidiaries (“SAC Holding Corporation”) and SAC Holding II Corporation and its subsidiaries (“SAC Holding II”) (collectively “SAC Holdings”), which consist of junior unsecured notes. SAC Holdings is highly leveraged with significant indebtedness to others. If SAC Holdings is unable to meet its obligations to its senior lenders, it could trigger a default of its obligations to us. In such an event of default, we could suffer a loss to the extent the value of the underlying collateral of SAC Holdings is inadequate to repay SAC Holding’s senior lenders and our junior unsecured notes.  We cannot assure you that SAC Holdings will not default on its loans to its senior lenders or that the value of SAC Holdings assets upon liquidation would be sufficient to repay us in full.

 
S-10

 

 
Our quarterly results of operations fluctuate due to seasonality and other factors associated with our industry.
 
Our business is seasonal and our results of operations and cash flows fluctuate significantly from quarter to quarter. Historically, revenues have been stronger in the first and second fiscal quarters due to the overall increase in moving activity during the spring and summer months. The fourth fiscal quarter is generally weakest, due to a greater potential for adverse weather conditions and other factors that are not necessarily seasonal. As a result, our operating results for a given quarterly period are not necessarily indicative of operating results for an entire year.
 
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 air, land and water and govern the use and disposal of hazardous substances. Under environmental laws or common law principles, we can be held 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 remediation plan at each site where we believe such a plan is necessary. See Note 19, Contingencies of the Notes to Consolidated Financial Statements. 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.  Despite these compliance efforts, we believe that 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, future environmental liabilities, the cost of defending environmental claims, conducting any environmental remediation or generally resolving liabilities caused by us or related third parties will not have a material adverse effect on our business, financial condition or results of operations.
 
We operate in a highly regulated industry and changes in existing regulations or violations of existing or future regulations could have a material adverse effect on our operations and profitability.
 
Our truck and trailer rental business is subject to regulation by various federal, state and foreign governmental entities. Specifically, the U.S. Department of Transportation and various state and federal agencies exercise broad powers over our motor carrier operations, safety, and the generation, handling, storage, treatment and disposal of waste materials. In addition, our storage business is also subject to federal, state and local laws and regulations relating to environmental protection and human health and safety. The failure to adhere to these laws and regulations may adversely affect our ability to sell or rent such property or to use the property as collateral for future borrowings. Compliance with changing regulations could substantially impair real property and equipment productivity and increase our costs.
 
In addition, the Federal government may institute some regulation that limits carbon emissions by setting a maximum amount of carbon entities can emit without penalty. This would likely affect everyone who uses fossil fuels and would disproportionately affect users in the highway transportation industries. While there are too many variables at this time to assess the impact of the various proposed federal and state regulations that could affect carbon emissions, many experts believe these proposed rules could significantly affect the way companies operate in their industries.
 

 
S-11

 

Our ability to attract and retain qualified employees, and changes in laws or other labor issues could adversely affect our business and our results of operations.
 
The success of our business is predicated upon our workforce providing excellent customer service. Our ability to attract and retain this employee base may be inhibited due to prevailing wage rates, benefit costs and the adoption of new or revised employment and labor laws and regulations. Should this occur we may be unable to provide service in certain areas or we may experience significantly increased costs of labor that could adversely affect our results of operations and financial condition.
 
We are highly dependent upon our automated systems and the Internet for managing our business.
 
Our information systems are largely Internet-based, including our point-of-sale reservation system and telephone systems. While our reliance on this technology lowers our cost of providing service and expands our abilities to serve, it exposes the Company to various risks including natural and man-made disasters. We have put into place backup systems and alternative procedures to mitigate this risk.  However, disruptions or breaches in any portion of these systems could adversely affect our results of operations and financial condition.
 
A.M. Best financial strength ratings are crucial to our life insurance business.
 
In April 2011, A.M. Best affirmed the financial strength rating for Oxford, Christian Fidelity Life Insurance Company, North American Insurance Company and Dallas General Life Insurance Company (“DGLIC”) of B++ with a stable outlook. 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, are not maintained or do not continue to improve, Oxford may not be able to retain and attract business as currently planned, which could adversely affect our results of operations and financial condition.
 
We may incur losses due to our reinsurers’ or counterparties’ failure to perform under existing contracts or we may be unable to secure sufficient reinsurance or hedging protection in the future.
 
We use reinsurance and derivative contracts to mitigate our risk of loss in various circumstances; primarily at Repwest and for our Moving and Storage operating segment. These agreements do not release us from our primary obligations and therefore we remain ultimately responsible for these potential costs. We cannot provide assurance that these reinsurers or counterparties will fulfill their obligations. Their inability or unwillingness to make payments to us under the terms of the contracts may have a material adverse effect on our financial condition and results of operation.
 
At December 31, 2010, Repwest reported $1.0 million of reinsurance recoverables, net of allowances and $167.3 million of reserves and liabilities ceded to reinsurers. Of this, our largest exposure to a single reinsurer was $53.7 million.
 

Risks Related to our Indebtedness and an Investment in the Notes

The notes are not transferable except between members of the U-Haul Investors Club through privately negotiated transactions.  In addition, the notes will not be listed on any securities exchange, and there is no anticipated public market for the notes. Therefore, you must be prepared to hold the notes until the applicable maturity date of such series of notes.

The notes are not transferable except between members of the U-Haul Investors Club through privately negotiated transactions, as to which neither AMERCO, the servicer, the trustee, nor any of their respective affiliates will have any involvement.  In addition, the notes will not be listed on any securities

 
S-12

 

exchange, there is no anticipated public market for the notes, and it is unlikely that a secondary “over-the-counter” market for the notes will develop between bond dealers or bond trading desks at investment houses.  Therefore, you must be prepared to hold your notes until the applicable maturity date of such series of notes.

Even if you are able to privately negotiate the sale of your notes to another U-Haul Investors Club member, you may not be able to find a purchaser for the notes who is willing to pay you an amount equal to the principal amount outstanding on the notes, or at all.

Even if you are able to privately negotiate the sale of your notes to another U-Haul Investors Club member, the price of the notes in such market may be lower than the price you pay to purchase the notes from us.  If you purchase notes in this offering, you will pay a price that was independently determined by us, and therefore neither established in a competitive market nor negotiated with any representative acting in your best interest, including the trustee.  This price may not be indicative of prices that could prevail, if any, after this offering.  The ability to sell your notes to another U-Haul Investors Club member through a privately negotiated transaction does not guarantee that you will be able to find a purchaser willing to buy the notes for an amount equal to the principal amount outstanding on the notes, or at all.  In addition, our operating performance, the status and condition of the Collateral, general market and economic conditions and other factors could impair the value of your notes and your ability to sell them in a privately negotiated transaction to another U-Haul Investors Club member, if such opportunity were to develop.

Our currently outstanding indebtedness, and additional indebtedness that we are permitted to incur, could prevent AMERCO from fulfilling its obligations under the notes.
 
In addition to our currently outstanding indebtedness and the indebtedness AMERCO will incur pursuant to the offering of the notes, we are able to incur substantial additional indebtedness, including secured indebtedness, in the future.  Any additional indebtedness we may incur could have important consequences for the holders of the notes, and could limit AMERCO’s ability to satisfy its obligations to pay principal and interest with respect to the notes.
 
The value of the Collateral may not be sufficient to satisfy AMERCO’s obligations under the notes.
 
AMERCO’s obligations under the notes are secured by a first-priority lien on the Collateral in favor of the trustee (or its agent or nominee), for the benefit of the holders of the notes.  By its nature, some or all of the Collateral may be illiquid, is subject to attrition, including casualty, loss or theft, and, to the extent the Collateral includes real property, may be subject to condemnation.  The Collateral may have no readily ascertainable market value, and the income generated from the Collateral is not part of the Collateral.  In the event of a foreclosure, liquidation, bankruptcy or similar proceeding, no assurance can be given that the proceeds from any sale or liquidation of the Collateral will be sufficient to pay AMERCO’s obligations under the notes, in full or at all. There also can be no assurance that the Collateral will be saleable and, even if saleable, the timing of its liquidation would be uncertain. Accordingly, there may not be sufficient Collateral to pay all or any of the amounts due on the notes. Any claim for the difference between the amount, if any, realized by holders of the notes from the sale of the Collateral and the obligations under the notes will rank equally in right of payment with all of AMERCO’s other unsecured unsubordinated indebtedness and other obligations, including trade payables. The trustee’s security interest and ability to foreclose could also be limited by the need to meet certain requirements of state and federal law.  If these requirements cannot be met, the security interests may be invalid and the holders of the notes will not be entitled to the Collateral or any recovery with respect thereto.  These requirements may limit the number of potential bidders for the Collateral in any foreclosure and may delay any sale, which may have an adverse effect on the sale price of the Collateral. Therefore, the practical value of realizing on the Collateral may be limited.


 
S-13

 

AMERCO has the right, in its sole discretion, to make an unlimited number of Collateral substitutions and to determine the value of the Replacement Collateral and the Released Collateral.
 
AMERCO has the right, in its sole discretion, to make an unlimited number of Collateral substitutions and to determine the value of the Replacement Collateral and the Released Collateral.  AMERCO is not required to obtain the consent of the holders of the notes, the trustee or any third party to make a Collateral substitution, and neither the trustee nor any other third party will review or evaluate AMERCO’s determination of the value of the Replacement Collateral and the Released Collateral on your behalf. Any such determination by AMERCO will be final and binding on the trustee and the holders.  Therefore, although it is a condition of each Collateral substitution, there can be no assurance that the value of the Replacement Collateral will in actuality be at least 100% of the value of the Released Collateral, which could diminish the value of the Collateral securing the notes and impair your investment.
 
No appraisal of the Collateral, including the Initial Collateral, has been or will be prepared by us or on our behalf in connection with this offering or any substitution of Collateral, and to the extent the Collateral constitutes equipment, its value is expected to depreciate.
 
No appraisal of the Collateral, including the Initial Collateral, has been or will be prepared by us or on our behalf in connection with this offering or any substitution of Collateral, and to the extent the Collateral constitutes equipment, its value is expected to depreciate.  The value of the Collateral will depend upon a number of factors, including market and economic conditions at the time, the availability of appropriate buyers and the extent of attrition, if any, with respect to the Collateral.  For these and other reasons, we cannot assure the holders of the notes that the proceeds of any sale of the Collateral, in the event of a foreclosure, insolvency proceeding, liquidation or otherwise, would be sufficient to satisfy, or would not be substantially less than, all of AMERCO’s obligations under the notes.  Moreover, to the extent the Collateral includes real property, no lender’s policy of title insurance, real property survey, zoning report, mortgage enforceability legal opinion, environmental assessment or engineering study has been or will be obtained in connection with the offering.
 
Although these notes are secured by the Collateral, they are effectively subordinated to AMERCO’s other existing or future secured indebtedness.
 
Although these notes are secured by the Collateral, they are effectively subordinated to AMERCO’s other existing and future secured indebtedness, to the extent of the value of the assets securing such other indebtedness.  In the event of a bankruptcy or similar proceeding involving AMERCO, any of AMERCO’s assets which serve as collateral for AMERCO’s existing or future secured indebtedness, other than the Collateral, will be available to satisfy the obligations under such secured indebtedness before any payments are made on the notes or AMERCO’s other unsecured indebtedness.  In the event that the value of the Collateral is insufficient to repay all amounts due on the notes, the holders of the notes would have “undersecured claims” through which they would only be entitled to participate ratably with all holders of AMERCO’s other unsecured indebtedness, and potentially with all of AMERCO’s other general creditors, based upon the respective amounts owed to each holder or creditor, in AMERCO’s remaining assets.  In any of the foregoing events, AMERCO may not have sufficient assets to pay amounts due on the notes.  As a result, if holders of the notes receive any payments, they may receive less, ratably, than holders of any other secured indebtedness that AMERCO may incur.
 
The notes are only the obligations of AMERCO, and will not be guaranteed by any of AMERCO’s subsidiaries, including U-Haul.
 
The notes are only the obligations of AMERCO, and are not guaranteed by any of AMERCO’s subsidiaries, including U-Haul, through which we conduct a substantial amount of our operations.  All of the obligations of our subsidiaries, including U-Haul, must be satisfied before any of the assets of such subsidiaries would be available for distribution, upon a liquidation or otherwise, to AMERCO or the holders of the notes.  This means that claims of holders of the notes will be structurally subordinated to the claims of existing and future creditors of AMERCO’s subsidiaries, including U-Haul.
 

 
S-14

 

The Collateral is subject to attrition, including casualty risks, theft (to the extent the Collateral includes equipment) and condemnation (to the extent the Collateral includes real property), and we are under no obligation to maintain the condition of the Collateral or to replenish or replace damaged, destroyed, condemned, stolen or taken Collateral.
 
We intend to maintain insurance or otherwise insure against hazards in a manner appropriate and customary for our business.  However, we may not maintain casualty insurance on the Collateral and there are certain other losses in our business that may be either uninsurable or not economically insurable, in whole or in part.  In the normal course of our business, to the extent the Collateral includes equipment, we anticipate that a significant amount of the Collateral will be lost through attrition, including due to casualty and theft, and to the extent the Collateral includes real property, it is subject to condemnation in whole or in part. We are under no obligation to replenish or replace damaged, destroyed, condemned, stolen or taken Collateral and we are not obligated to repay the notes in whole or in part as a result of such an occurrence.  A reduction in the size of the Collateral pool will reduce the value of the Collateral.  In addition, we are under no obligation to maintain the Collateral in good condition, repair and working order, which could impair its value.
 
The value of the Collateral is dependent upon, among other things, its continued integration in the U-Haul system.

Through the U-Haul system, which involves the participation of numerous independent dealers and affiliates, we rent our moving and storage equipment. If the U-Haul system deteriorates, ceases or fails, and an alternative rental system is not available, or if the Collateral is removed from continuous integration in the U-Haul system, such as through the repossession and sale of the Collateral following a foreclosure on the Collateral, then we may not be able to rent or use the Collateral in an efficient and cost-effective manner and its value could be impaired.

The success of the U-Haul system is in part dependent on continued participation by our numerous independent dealers and affiliates.

As a part of the U-Haul system, we work with numerous independent dealers and affiliates that provide retail outlets through which U-Haul rental equipment is rented to our customers.  Our contracts with these independent dealers contain provisions allowing the independent dealer to terminate the contract for any reason upon 30 days’ advance notice.  If a significant number of independent dealers were to terminate their contracts, it could adversely impact the U-Haul system and decrease our ability to rent equipment, which could impair our ability to repay the notes.
 
Rights of holders of notes may be adversely affected by the failure to perfect liens in the Collateral.
 
Pursuant to the terms of the financing documents, the Owner has granted a first-priority security interest in the Initial Collateral to the trustee for the benefit of the holders. The servicer will be responsible for ensuring that perfection with respect to the Collateral has occurred and shall continue.  If, because of a clerical error, fraud, forgery or otherwise, the lien of the trustee is not properly reflected and filed, the trustee will not have a perfected security interest in the Collateral and its security interest may be subordinate to the interests of certain third parties. No legal opinions are being issued or obtained in connection with the enforceability or perfection of the Collateral documentation. Additionally, under federal law and the laws of many states, certain possessory liens, including mechanic’s liens, and certain tax liens may take priority over a perfected security interest in the Collateral. Such failures may result in the loss of the practical benefits of the trustee’s first-priority lien on the Collateral.


 
S-15

 

The trustee (or its agent, nominee or nominee mortgagee or titleholder) is the only party with the ability to foreclose on the Collateral, and certain laws and regulations may impose restrictions or limitations on foreclosure on the Collateral.
 
If AMERCO defaults on the notes, the financing documents provide that the trustee (or its agent, nominee or nominee mortgagee or titleholder) is the only party with the ability to foreclose on, repossess and sell the Collateral, and no individual holder of notes may do so independently.  The trustee’s ability to foreclose on the Collateral on behalf of the holders may also be subject to state law requirements and practical problems associated with the realization of the trustee’s security interest or lien on the Collateral, including locating the Collateral, which will likely be disbursed throughout the U.S. and Canada, as well as cure rights, foreclosing on the Collateral within the time periods permitted by third parties or prescribed by laws, obtaining third party consents, making additional filings and obtaining necessary approvals from governmental entities.  Therefore, we cannot assure you that foreclosure on the Collateral will be straightforward or expeditious, which may impair the value of the Collateral. Certain provisions of the financing documents may also restrict the trustee’s, or its agent’s or nominee’s ability to foreclose on the Collateral.
 
The ability to foreclose on the Collateral may be adversely affected by bankruptcy proceedings.
 
If AMERCO defaults on the notes, the ability to foreclose on, repossess and sell the Collateral may be significantly impaired by federal bankruptcy law if bankruptcy proceedings are commenced by or against AMERCO prior to or possibly even after the trustee has repossessed and disposed of the Collateral.  Under the U.S. Bankruptcy Code, a secured creditor, such as the trustee for the notes, is prohibited from repossessing its security from a debtor in a bankruptcy case, or from disposing of security repossessed from a debtor, without bankruptcy court approval. Moreover, bankruptcy law would permit AMERCO, as the debtor, to continue to retain and use the Collateral, and the proceeds, products, rents, or profits of the Collateral, even though AMERCO could be in default under the financing documents, provided that the trustee were given “adequate protection”.  The meaning of the term “adequate protection” may vary according to circumstances, but it is intended in general to protect the value of a secured creditor's interest in collateral and may include cash payments or the granting of additional security, if and at such time as the court in its discretion determines, for any diminution in the value of such collateral as a result of the stay of repossession or disposition or any use of such collateral by the debtor during the pendency of the bankruptcy case.  In view of the broad discretionary powers of a bankruptcy court, it is impossible to predict how long payments under the notes could be delayed following commencement of a bankruptcy case, whether or when the trustee would repossess or dispose of the Collateral, or whether or to what extent holders of the notes would be compensated for any delay in payment of loss of value of the Collateral through the requirements of “adequate protection.” Furthermore, in the event the bankruptcy court determines that the value of the Collateral is not sufficient to repay all amounts due on the notes, the holders of the notes would have “undersecured claims” as to the difference.  Federal bankruptcy laws do not permit the payment or accrual of interest, costs, and attorneys' fees for “undersecured claims” during the debtor's bankruptcy case.
 
The notes are not insured or guaranteed by the FDIC.
 
The notes are not savings accounts, deposit accounts or money market funds, and are not guaranteed or insured by the FDIC, the Federal Reserve or any other governmental agency.
 
AMERCO may redeem the notes at any time without penalty, but AMERCO is under no obligation to do so.

Under the terms of the financing documents, the notes may be redeemed by AMERCO in its sole discretion at any time, in whole or in part, without penalty, premium or fee, at a price equal to 100% of the principal amount then outstanding, plus accrued and unpaid interest, if any, through the date of redemption.  In such event, holders would not receive all of the interest payments that holders originally expected.   However, AMERCO is under no obligation to redeem the notes in whole or in part under any

 
S-16

 

circumstances.  Accordingly, investors must be prepared to hold the notes until the applicable maturity date of such series of notes.

Our subsidiaries, affiliates, directors, officers, controlling stockholders and employees have the right to purchase an unlimited number of notes in the offering.

Our subsidiaries, affiliates, directors, officers, controlling stockholders and employees have the right to purchase an unlimited number of notes in the offering.  If these parties end up owning a majority of the notes outstanding, we and they could exert significant influence with respect to a variety of matters affecting the notes under the financing documents, including the ability to waive an event of default, amend the notes or enforce or waive rights related to the notes and the Collateral.

No underwriter or other third-party has been engaged to facilitate the sale of the notes in this offering.

In many public offerings, an experienced underwriter or other third party, such as a placement agent, is engaged to facilitate the sale of an issuer’s securities by, among other things, helping develop and negotiate the terms of the offering, the terms of the securities and the documents governing the securities and conducting due diligence with respect to the issuer, its affiliates and/or their respective assets. In such circumstances, an underwriter’s participation can lead to offering and securities terms that are more favorable to the purchasers of the securities.  No underwriter or other third-party has been engaged to facilitate the sale of the notes in this offering, the terms of which were developed solely by us and not with the input of any representative acting in your best interest.  It is your responsibility to determine if the terms of this offering and the notes meet your investment needs.

Risks Related to the U-Haul Investors Club

The notes are being issued in uncertificated book-entry form only and exclusively serviced by U-Haul, AMERCO’s subsidiary.

The notes are being issued in uncertificated book-entry form only through the U-Haul Investors Club website and exclusively serviced by U-Haul, AMERCO’s subsidiary (in such capacity, the “servicer”), or its designee.  In this capacity, among other duties, the servicer will record and file Collateral perfection documents as appropriate, credit principal and interest into the U-Haul Investors Club accounts maintained by each holder, perform recordkeeping and registrar services and electronically receive and deliver all documents, statements and communications related to the offering, the notes and the U-Haul Investors Club.  No assurance can be given that the servicer will be able to adequately fulfill its servicing obligations with respect to the notes.  Additionally, because the notes are being serviced by U-Haul instead of by a neutral third party, this may present a conflict of interest if a dispute regarding the servicing of the notes arises with the holders of the notes.

One or more significant disruptions in service on the U-Haul Investors Club website could significantly inhibit the servicer’s ability to effectively service the notes and impair the U-Haul Investors Club.

The servicer will service the notes through the U-Haul Investors Club website.  Therefore, the satisfactory performance, reliability and availability of the U-Haul Investors Club website and our technology and underlying network infrastructure will be critical to the servicer’s ability to effectively service the notes, and to the viability of the U-Haul Investors Club.  One or more significant disruptions in service on the U-Haul Investors Club website, whether as a result of us, any third party that we retain to perform website hosting or backup functions or events that are outside of our control, such as computer viruses or power or Internet-telecommunications failures, could significantly inhibit the servicer’s ability to effectively service the notes, including processing and crediting of principal and interest into the appropriate U-Haul Investors Club accounts in a timely manner, and impair the viability of the U-Haul Investors Club.


 
S-17

 

Through the U-Haul Investors Club, we will rely on a third-party commercial bank to process transactions between U-Haul Investors Club member accounts and their linked outside bank accounts.

Because we are not a bank, we cannot belong to and directly access the Automated Clearing House (“ACH”) payment network.  As a result, we will rely on an FDIC-insured depository institution to process U-Haul Investors Club transactions between U-Haul Investors Club member accounts and their linked U.S. bank accounts.  If we fail to obtain such services from such an institution or elsewhere, or if we cannot transition to another processor quickly, our ability to process payments will suffer and our ability to fund the offering, as well your ability to transfer principal and interest payments on the notes from your   U-Haul Investors Club account to your outside bank accounts, may be impaired.

 
USE OF PROCEEDS

Assuming the notes in this offering are fully subscribed, AMERCO expects to receive net proceeds from this offering of approximately $4,449,000 after deducting estimated expenses payable by it.  AMERCO intends to use the net proceeds from this offering to reimburse its subsidiaries and affiliates for the cost of the Collateral, and for other general corporate purposes.
 
RATIO OF EARNINGS TO FIXED CHARGES

Set forth below is our ratio of earnings to fixed charges for the six months ended September 30, 2011 and for each year in the five year period ended March 31, 2011.  Earnings consist of earnings before interest expense and lease expense.  Fixed charges consist of interest expense and an estimate of the portion of lease expense related to the interest component.

   
Six Months Ended
   
Year Ended March 31,
 
   
September 30, 2011
   
2011
   
2010
   
2009
   
2008
   
2007 (a)
 
Ratio of earnings to fixed charges
    5.2 x     3.1 x     1.7 x     1.1 x     1.7 x     2.1 x

(a)  
Does not include fees and amortization on early extinguishment of debt.
 
DESCRIPTION OF NOTES

The following description is a summary of the material provisions of the notes and the financing documents under which the notes are being issued.  Each of the financing documents and the notes that will be executed and delivered upon the issuance date, and not the description of the financing documents and the notes in this prospectus supplement, defines your rights as holders of the notes.  Copies of the financing documents will be available electronically through the U-Haul Investors Club website.  You may also request electronic copies of the financing documents from AMERCO as indicated under “Where You Can Find More Information” in this prospectus supplement.
 
Brief Description of the Notes
 
The notes are:
 
·  
being issued as sub-series of debt securities under a base indenture entered into between AMERCO and the trustee, an indenture supplement between AMERCO and the trustee, three separate deeds of trust from the Owner to the trustee for the benefit of the note holders (for each property constituting the Collateral), and a pledge and security agreement among AMERCO, the trustee and the Owner (collectively, and together with any other instruments and documents executed and delivered pursuant to the foregoing documents, as the same

 
S-18

 

may be amended, supplemented or otherwise modified from time to time, the “financing documents”);

·  
AMERCO’s obligations only, and not guaranteed by any of AMERCO’s subsidiaries, and therefore are structurally subordinated to the claims of existing and future creditors of AMERCO’s subsidiaries, including U-Haul;

·  
obligations of AMERCO, secured by a first-priority lien on the Collateral;

·  
ranked equally among themselves; and

·  
being issued by AMERCO in uncertificated book-entry form only.
 
The notes will not be listed on any securities exchange.  There is no market for the notes.
 
Principal, Maturity and Interest; Amortization Schedule
 
The notes are secured debt securities under the financing documents and are limited in each series to the aggregate principal amounts identified above. Each series of notes will be in such amount as we may determine from time to time, not to exceed $4,450,000 in aggregate principal amount of notes, consisting of up to $1,500,000 with respect to Series UIC-05B, up to $750,000 with respect to Series UIC-06B, and up to $2,200,000 with respect to Series UIC-07B.  The notes in each series are issuable by us in sub-series from time to time, and mature on the respective maturity dates as identified above.
 
The notes are being issued in minimum denominations of $100 and integral multiples of $100 thereof.
 
The notes accrue interest at the interest rate as identified above, commencing as of the issue date.  Interest on the notes is computed on the basis of a 360-day year.
 
The notes issued under series UIC-05B will be secured by a first-priority deed of trust lien on the Phoenix Property.  The notes issued under series UIC-06B will be secured by a first-priority deed of trust lien on the Spokane Property.  The notes issued under series UIC-07B will be secured by a first-priority deed of trust lien on the Placentia Property.
 
The notes are fully amortizing.  Principal and interest on the notes will be credited to each holder’s   U-Haul Investors Club™ account in arrears every three months, through the applicable maturity date of such series of notes, commencing three months from the issue date, as reflected in the following payment schedule. Interest payments shall be based upon the actual number of days in the quarter. The following schedules illustrate investments of $100 in each of the three series of notes.

$100 investment in Series UIC-05B

Payment Number
   
U-Note Balance
   
Principal
   
Interest
   
Payout
 
  1     $ 100.00     $ 0.20     $ 2.00     $ 2.20  
  2       99.80       0.20       2.00       2.20  
  3       99.60       0.22       1.99       2.21  
  4       99.38       0.21       1.99       2.20  
  5       99.17       0.23       1.98       2.21  
  6       98.94       0.22       1.98       2.20  
  7       98.72       0.24       1.97       2.21  
  8       98.48       0.23       1.97       2.20  
  9       98.25       0.23       1.97       2.20  
  10       98.02       0.25       1.96       2.21  
  11       97.77       0.25       1.96       2.21  
  12       97.52       0.26       1.95       2.21  
  13       97.26       0.25       1.95       2.20  
 
 
 
S-19

 
 
Payment Number
   
U-Note Balance
   
Principal
   
Interest
   
Payout
 
  14     $ 97.01     $ 0.27     $ 1.94     $ 2.21  
  15       96.74       0.28       1.93       2.21  
  16       96.46       0.27       1.93       2.20  
  17       96.19       0.28       1.92       2.20  
  18       95.91       0.29       1.92       2.21  
  19       95.62       0.29       1.91       2.20  
  20       95.33       0.29       1.91       2.20  
  21       95.04       0.31       1.90       2.21  
  22       94.73       0.32       1.89       2.21  
  23       94.41       0.31       1.89       2.20  
  24       94.10       0.32       1.88       2.20  
  25       93.78       0.33       1.88       2.21  
  26       93.45       0.34       1.87       2.21  
  27       93.11       0.34       1.86       2.20  
  28       92.77       0.35       1.86       2.21  
  29       92.42       0.36       1.85       2.21  
  30       92.06       0.36       1.84       2.20  
  31       91.70       0.38       1.83       2.21  
  32       91.32       0.37       1.83       2.20  
  33       90.95       0.39       1.82       2.21  
  34       90.56       0.39       1.81       2.20  
  35       90.17       0.41       1.80       2.21  
  36       89.76       0.40       1.80       2.20  
  37       89.36       0.42       1.79       2.21  
  38       88.94       0.42       1.78       2.20  
  39       88.52       0.44       1.77       2.21  
  40       88.08       0.44       1.76       2.20  
  41       87.64       0.46       1.75       2.21  
  42       87.18       0.46       1.74       2.20  
  43       86.72       0.47       1.73       2.20  
  44       86.25       0.47       1.73       2.20  
  45       85.78       0.49       1.72       2.21  
  46       85.29       0.50       1.71       2.21  
  47       84.79       0.51       1.70       2.21  
  48       84.28       0.52       1.69       2.21  
  49       83.76       0.53       1.68       2.21  
  50       83.23       0.55       1.66       2.21  
  51       82.68       0.55       1.65       2.20  
  52       82.13       0.56       1.64       2.20  
  53       81.57       0.57       1.63       2.20  
  54       81.00       0.59       1.62       2.21  
  55       80.41       0.59       1.61       2.20  
  56       79.82       0.61       1.60       2.21  
  57       79.21       0.63       1.58       2.21  
  58       78.58       0.63       1.57       2.20  
  59       77.95       0.64       1.56       2.20  
  60       77.31       0.66       1.55       2.21  
  61       76.65       0.68       1.53       2.21  
  62       75.97       0.68       1.52       2.20  
  63       75.29       0.69       1.51       2.20  
  64       74.60       0.72       1.49       2.21  
  65       73.88       0.73       1.48       2.21  
  66       73.15       0.74       1.46       2.20  
  67       72.41       0.76       1.45       2.21  
  68       71.65       0.77       1.43       2.20  
  69       70.88       0.79       1.42       2.21  
 
 
 
S-20

 
 
Payment Number
   
U-Note Balance
   
Principal
   
Interest
   
Payout
 
  70     $ 70.09     $ 0.80     $ 1.40     $ 2.20  
  71       69.29       0.82       1.39       2.21  
  72       68.47       0.84       1.37       2.21  
  73       67.63       0.85       1.35       2.20  
  74       66.78       0.86       1.34       2.20  
  75       65.92       0.89       1.32       2.21  
  76       65.03       0.91       1.30       2.21  
  77       64.12       0.92       1.28       2.20  
  78       63.20       0.95       1.26       2.21  
  79       62.25       0.95       1.25       2.20  
  80       61.30       0.98       1.23       2.21  
  81       60.32       1.00       1.21       2.21  
  82       59.32       1.01       1.19       2.20  
  83       58.31       1.04       1.17       2.21  
  84       57.27       1.06       1.15       2.21  
  85       56.21       1.09       1.12       2.21  
  86       55.12       1.10       1.10       2.20  
  87       54.02       1.13       1.08       2.21  
  88       52.89       1.14       1.06       2.20  
  89       51.75       1.17       1.04       2.21  
  90       50.58       1.20       1.01       2.21  
  91       49.38       1.21       0.99       2.20  
  92       48.17       1.25       0.96       2.21  
  93       46.92       1.26       0.94       2.20  
  94       45.66       1.30       0.91       2.21  
  95       44.36       1.31       0.89       2.20  
  96       43.05       1.35       0.86       2.21  
  97       41.70       1.37       0.83       2.20  
  98       40.33       1.39       0.81       2.20  
  99       38.94       1.43       0.78       2.21  
  100       37.51       1.46       0.75       2.21  
  101       36.05       1.48       0.72       2.20  
  102       34.57       1.51       0.69       2.20  
  103       33.06       1.55       0.66       2.21  
  104       31.51       1.57       0.63       2.20  
  105       29.94       1.61       0.60       2.21  
  106       28.33       1.63       0.57       2.20  
  107       26.70       1.68       0.53       2.21  
  108       25.02       1.70       0.50       2.20  
  109       23.32       1.74       0.47       2.21  
  110       21.58       1.78       0.43       2.21  
  111       19.80       1.80       0.40       2.20  
  112       18.00       1.85       0.36       2.21  
  113       16.15       1.88       0.32       2.20  
  114       14.27       1.91       0.29       2.20  
  115       12.36       1.96       0.25       2.21  
  116       10.40       2.00       0.21       2.21  
  117       8.40       2.04       0.17       2.21  
  118       6.36       2.08       0.13       2.21  
  119       4.28       2.11       0.09       2.20  
  120       2.17       2.17       0.04       2.21  
Total
            $ 100.00     $ 164.65     $ 264.65  


 
S-21

 


$100 investment in Series UIC-06B

Payment Number
   
U-Note Balance
   
Principal
   
Interest
   
Payout
 
  1     $ 100.00     $ 0.57     $ 1.80     $ 2.37  
  2       99.43       0.58       1.79       2.37  
  3       98.85       0.59       1.78       2.37  
  4       98.26       0.60       1.77       2.37  
  5       97.66       0.61       1.76       2.37  
  6       97.05       0.62       1.75       2.37  
  7       96.43       0.63       1.74       2.37  
  8       95.80       0.65       1.72       2.37  
  9       95.15       0.66       1.71       2.37  
  10       94.49       0.67       1.70       2.37  
  11       93.82       0.68       1.69       2.37  
  12       93.14       0.69       1.68       2.37  
  13       92.45       0.71       1.66       2.37  
  14       91.74       0.72       1.65       2.37  
  15       91.02       0.73       1.64       2.37  
  16       90.29       0.74       1.63       2.37  
  17       89.55       0.76       1.61       2.37  
  18       88.79       0.77       1.60       2.37  
  19       88.02       0.79       1.58       2.37  
  20       87.23       0.80       1.57       2.37  
  21       86.43       0.81       1.56       2.37  
  22       85.62       0.83       1.54       2.37  
  23       84.79       0.84       1.53       2.37  
  24       83.95       0.86       1.51       2.37  
  25       83.09       0.87       1.50       2.37  
  26       82.22       0.89       1.48       2.37  
  27       81.33       0.91       1.46       2.37  
  28       80.42       0.92       1.45       2.37  
  29       79.50       0.94       1.43       2.37  
  30       78.56       0.96       1.41       2.37  
  31       77.60       0.97       1.40       2.37  
  32       76.63       0.99       1.38       2.37  
  33       75.64       1.01       1.36       2.37  
  34       74.63       1.03       1.34       2.37  
  35       73.60       1.05       1.32       2.37  
  36       72.55       1.06       1.31       2.37  
  37       71.49       1.08       1.29       2.37  
  38       70.41       1.10       1.27       2.37  
  39       69.31       1.12       1.25       2.37  
  40       68.19       1.14       1.23       2.37  
  41       67.05       1.16       1.21       2.37  
  42       65.89       1.18       1.19       2.37  
  43       64.71       1.21       1.16       2.37  
  44       63.50       1.23       1.14       2.37  
  45       62.27       1.25       1.12       2.37  
  46       61.02       1.27       1.10       2.37  
  47       59.75       1.28       1.08       2.36  
  48       58.47       1.32       1.05       2.37  
  49       57.15       1.33       1.03       2.36  
  50       55.82       1.37       1.00       2.37  
  51       54.45       1.38       0.98       2.36  
  52       53.07       1.41       0.96       2.37  
  53       51.66       1.44       0.93       2.37  
 
 
 
S-22

 
 
Payment Number
   
U-Note Balance
   
Principal
   
Interest
   
Payout
 
  54     $ 50.22     $ 1.46     $ 0.90     $ 2.36  
  55       48.76       1.48       0.88       2.36  
  56       47.28       1.52       0.85       2.37  
  57       45.76       1.54       0.82       2.36  
  58       44.22       1.56       0.80       2.36  
  59       42.66       1.60       0.77       2.37  
  60       41.06       1.63       0.74       2.37  
  61       39.43       1.66       0.71       2.37  
  62       37.77       1.68       0.68       2.36  
  63       36.09       1.72       0.65       2.37  
  64       34.37       1.74       0.62       2.36  
  65       32.63       1.78       0.59       2.37  
  66       30.85       1.81       0.56       2.37  
  67       29.04       1.85       0.52       2.37  
  68       27.19       1.87       0.49       2.36  
  69       25.32       1.90       0.46       2.36  
  70       23.42       1.95       0.42       2.37  
  71       21.47       1.98       0.39       2.37  
  72       19.49       2.02       0.35       2.37  
  73       17.47       2.05       0.31       2.36  
  74       15.42       2.08       0.28       2.36  
  75       13.34       2.13       0.24       2.37  
  76       11.21       2.16       0.20       2.36  
  77       9.05       2.21       0.16       2.37  
  78       6.84       2.24       0.12       2.36  
  79       4.60       2.28       0.08       2.36  
  80       2.32       2.32       0.04       2.36  
Total
            $ 100.00     $ 89.43     $ 189.43  
                                     

$100 investment in Series UIC-07B

Payment Number
   
U-Note Balance
   
Principal
   
Interest
   
Payout
 
  1     $ 100.00     $ 0.96     $ 1.73     $ 2.69  
  2