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

___________

 

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.

___________

 

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.

___________

 

 

Per Note

Total

Offering Price

100%

$5,814,000

Proceeds to U-Haul Holding Company (before expenses)

100%

$5,814,000

 

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

securities exchange.

___________

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.

 

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