UHAL Amerco

Filed Pursuant to Rule 424(b)(5)

Registration Statement No. 333-268891

 

 

Amendment No. 1 Dated February 8, 2023

To Prospectus Supplement Dated December 20, 2022

(To Prospectus dated December 20, 2022)

 

Up to $5,814,000

 

 

 

Fixed Rate Secured Notes Series UIC-22L, 23L, 24L, 25L, 26L, 27L, 28L, 29L, 30L, 31L, 32L, and 33L

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This Amendment No. 1 to Prospectus Supplement (this “Amendment”) amends the prospectus supplement dated December 20, 2022 (the “Prospectus Supplement”). This Amendment should be read in conjunction with the Prospectus Supplement and the prospectus dated December 20, 2022, each of which are to be delivered with this Amendment. This Amendment amends only those sections of the Prospectus Supplement listed in this Amendment; all other sections of the Prospectus Supplement remain as is.

 

U-Haul Holding Company, (f/k/a AMERCO), is offering up to $5,814,000 aggregate principal amount of its Fixed Rate Secured Notes Series UIC-22L, 23L, 24L, 25L, 26L, 27L, 28L, 29L, 30L, 31L, 32L, and 33L (the “notes”).  The notes will be issued over a period of time and from time to time, in up to twelve separate series, with each series having one or more separate sub-series, bearing a unique interest rate and term as provided herein.  As notes are offered, prospective investors shall have the opportunity to select the series and sub-series of notes for which such prospective investor is subscribing. 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, beginning three months from the issue date of the first subseries of notes issued to any investor under such respective subseries, and shall be based on the actual number of days the holder is invested in such notes during such quarter.

 

In all cases subject to collateral removal as provided herein, the notes issued under Series UIC-22L will be secured by a first priority security interest and lien on up to 150,400 specified U-Haul® Furniture Pads manufactured in fiscal year 2022; the notes issued under Series UIC-23L will be secured by a first priority security interest and lien on up to 150,400 specified U-Haul® Furniture Pads manufactured in fiscal year 2022; the notes issued under Series UIC-24L will be secured by a first priority security interest and lien on up to 150,400 specified U-Haul® Furniture Pads manufactured in fiscal year 2022; the notes issued under Series UIC-25L will be secured by a first priority security interest and lien on up to 150,400 specified U-Haul® Furniture Pads manufactured in fiscal year 2022; the notes issued under Series UIC-26L will be secured by a first priority security interest and lien on up to 150,400 specified U-Haul® Furniture Pads manufactured in fiscal year 2022; the notes issued under Series UIC-27L will be secured by a first priority security interest and lien on up to 150,400 specified U-Haul® Furniture Pads manufactured in fiscal year 2022; the notes issued under Series UIC-28L will be secured by a first priority security interest and lien on up to 150,400 specified U-Haul® Furniture Pads manufactured in fiscal year 2022; the notes issued under Series UIC-29L will be secured by a first priority security interest and lien on up to 150,900 specified U-Haul® Furniture Pads manufactured

in fiscal year 2022; the notes issued under Series UIC-30L will be secured by a first priority security interest and lien on up to 893 specified U-Haul® Wooden AA U-Box Containers manufactured in 2011;  the notes issued under Series UIC-31L will be secured by a first priority security interest and lien on up to 893 specified U-Haul® Wooden AA U-Box Containers manufactured in 2011; the notes issued under Series UIC-32L will be secured by a first priority security interest and lien on up to 893 specified U-Haul® Wooden AA U-Box Containers manufactured in 2011; the notes issued under Series UIC-33L will be secured by a first priority security interest and lien on up to 894 specified U-Haul® Wooden AA U-Box Containers manufactured in 2011.

 

The notes issued under UIC-22L, 23L, 24L, 25L, 26L, 27L, 28L, 29L, 30L, 31L, 32L, and 33L are not cross-collateralized or cross-defaulted to one another. 

 

Each series of notes may be issued in subseries, and each such subseries may have a different term and interest rate than the term and interest rate issued under other series or subseries. Notes issued under the following terms shall have the following respective interest rates:

Terms Proposed interest rates for the new prospectus supplement

2-Year term:  4.70%

3-Year term:  4.75%

4-Year term:  4.80%

5-Year term:  4.85%

6-Year term:  4.90%

7-Year term:  4.95%

8-Year term:  5.00%

 

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

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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 the 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 the Prospectus Supplement or the accompanying prospectus.  Any representation to the contrary is a criminal offense.

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

securities exchange.

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The date of this Amendment No. 1 to Prospectus Supplement is February 8, 2023

EXPLANATORY NOTE

This Amendment is being filed to amend and restate in its entirety the section “Summary Selected Consolidated Financial Information” of the Prospectus Supplement to correct a misstatement of our historical earnings per share data using the two-class method for our voting common stock and our non-voting common stock following our 9-to-1 stock dividend during fiscal year 2023.

 

 

The following amendments to the Prospectus Supplement are made by this Amendment:

 

The section “Summary Selected Consolidated Financial Information” of the Prospectus Supplement is hereby deleted and replaced in its entirety as follows:

SUMMARY SELECTED CONSOLIDATED FINANCIAL INFORMATION

The following tables set forth summary historical consolidated financial information for U-Haul Holding Company and its consolidated subsidiaries as of and for the years ended March 31, 2022, 2021, 2020, 2019 and 2018 and for the six-months ended September 30, 2022 and 2021. 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, 2022 and our Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2022 and September 30, 2022, which are incorporated by reference herein.

		Years Ended March 31,
		2022		2021		2020		2019		2018
		(In thousands, except share and per share data)
Summary of Operations:
Self-moving equipment rentals	$	3,958,807	$	3,083,317	$	2,692,413	$	2,653,497	$	2,479,742
Self-storage revenues		617,120		477,262		418,741		367,276		323,903
Self-moving and self-storage products and service sales		351,447		344,929		265,091		264,146		261,557
Property management fees		35,194		31,603		30,406		29,148		29,602
Life insurance premiums		111,027		121,609		127,976		63,488		154,703
Property and casualty insurance premiums		86,518		68,779		66,053		60,853		57,100
Net investment and interest income		148,261		122,938		137,829		110,934		110,473
Other revenue		431,373		291,548		240,359		219,365		184,034
Total revenues		5,739,747		4,541,985		3,978,868		3,768,707		3,601,114
Operating expenses		2,676,541		2,187,684		2,117,148		1,981,180		1,807,056
Commission expenses		429,581		329,609		288,332		288,408		276,705
Cost of sales		259,585		214,059		164,018		162,142		160,489
Benefits and losses		186,647		179,512		174,836		100,277		185,311
Amortization of deferred policy acquisition costs		33,854		28,293		31,219		28,556		24,514
Lease expense		29,910		28,470		26,882		33,158		33,960
Depreciation, net gains on disposals (a)		482,752		609,930		637,063		554,043		543,247
Net (gains) losses on disposal of real estate		(4,120)		3,281		(758)		(44)		(195,414)
Total costs and expenses		4,094,750		3,580,838		3,438,740		3,147,720		2,835,868
Earnings from operations		1,644,997		961,147		540,128		620,987		765,246
Other components of net periodic benefit costs		(1,120)		(987)		(1,054)		(1,013)		(927)
Interest expense		(167,424)		(163,502)		(160,950)		(142,445)		(126,706)
Fees and amortization on early extinguishment of debt		(956)		–		–		–		–
Pretax earnings		1,475,497		796,658		378,124		477,529		637,613
Income tax benefit (expense)		(352,211)		(185,802)		63,924		(106,672)		152,970
Earnings available to common stockholders	$	1,123,286	$	610,856	$	442,048	$	370,857	$	790,583
Basic and diluted earnings per share of Common Stock	$	7.08	$	5.37	$	3.15	$	3.69	$	5.83
Weighted average shares outstanding of Common Stock: Basic and diluted		19,607,788		19,607,788		19,603,708		19,592,048		19.588.889
Basic and diluted earnings per share of Series N Non-Voting Common Stock	$	5.58	$	2.87	$	2.15	$	1.69	$	3.83
Weighted average shares outstanding of Series N Non-Voting Common Stock: Basic and diluted		176,470,092		176,470,092		176,433,375		176,328,429		176,300,000
Cash dividends declared and accrued Common stock		29,412		49,019		19,608		39,180		39,175
Balance Sheet Data:
Property, plant and equipment, net	$	9,625,850	$	8,330,615	$	7,843,060	$	7,933,971	$	6,816,741
Total assets		17,299,581		14,651,606		13,438,024		11,891,713		10,747,422
Notes, loans and finance/capital leases payable, net		6,022,497		4,668,907		4,621,291		4,163,323		3,513,076
Stockholders' equity		5,885,283		4,851,882		4,220,720		3,692,389		3,408,708
(a) Net (gains) losses were ($214.2) million, ($54.1) million, ($27.1) million, ($27.0) million and ($11.8) million for fiscal 2022, 2021, 2020, 2019 and 2018, respectively.

 

 

		Six Months Ended September 30,
		2022		2021
		(Unaudited)
		(In thousands, except share and per share data)
Summary of Operations:
Self-moving equipment rentals	$	2,252,800	$	2,214,438
Self-storage revenues		358,763		290,878
Self-moving and self-storage products and service sales		206,215		197,076
Property management fees		18,416		17,196
Life insurance premiums		51,237		57,618
Property and casualty insurance premiums		45,690		39,368
Net investment and interest income		64,082		71,779
Other revenue		303,501		248,757
Total revenues		3,300,704		3,137,110
Operating expenses		1,544,761		1,310,603
Commission expenses		243,834		241,045
Cost of sales		152,296		136,406
Benefits and losses		81,463		91,928
Amortization of deferred policy acquisition costs		14,644		15,573
Lease expense		15,159		15,088
Depreciation, net of gains on disposal of $128,690 and $86,398, respectively		231,114		257,465
Net (gains) losses on disposal of real estate		4,179		(3,907)
Total costs and expenses		2,287,450		2,064,201
Earnings from operations		1,013,254		1,072,909
Other components of net periodic benefit costs		(608)		(560)
Interest expense		(106,992)		(78,723)
Fees on early extinguishment of debt		(959)		-
Pretax earnings		904,695		993,626
Income tax expense		(218,678)		(238,553)
Earnings available to common stockholders	$	686,017	$	755,073
Basic and diluted earnings per share of Common Stock	$	4.40	$	4.75
Weighted average shares outstanding of Common Stock: Basic and diluted		19,607,788		19,607,788
Basic and diluted earnings per share of Series N Non-Voting Common Stock	$	3.40	$	3.75
Weighted average shares outstanding of Series N Non-Voting Common Stock: Basic and diluted		176,470,092		176,470,092
Balance Sheet Data:
Property, plant and equipment, net	$	10,468,676	$	8,890,913
Total assets		18,143,343		16,337,228
Notes, loans and financial leases payable, net		6,298,831		5,335,278
Stockholders' equity		6,313,187		5,554,697

As a result of the 9-to-1 stock dividend during fiscal year 2023, all historical earnings per share data and number of shares outstanding were retroactively adjusted using the two-class method for our common stock and our non-voting common stock.