U-Haul Holding Co: Form 10-Q for the period ended Jun 30, 2023

General

We begin Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) with the overall strategy of U-Haul Holding Company, followed by a description of, and strategy related to, our operating segments to give the reader an overview of the goals of our businesses and the direction in which our businesses and products are moving. We then discuss our critical accounting estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results. Next, we discuss our results of operations for the first quarter of fiscal 2024, compared with the first quarter of fiscal 2023, which is followed by an analysis of liquidity changes in our balance sheets and cash flows, and a discussion of our financial commitments in the sections entitled Liquidity and Capital Resources - Summary and Disclosures about Contractual Obligations and Commercial Commitments. We conclude this MD&A by discussing our current outlook for the remainder of fiscal 2024.

This MD&A should be read in conjunction with the other sections of this Quarterly Report, including the Notes to Condensed Consolidated Financial Statements. The various sections of this MD&A contain a number of forward-looking statements, as discussed under the caption, Cautionary Statements Regarding Forward-Looking Statements, all of which are based on our current expectations and could be affected by the uncertainties and risks described throughout this filing or in our most recent Annual Report on Form 10-K for the fiscal year ended March 31, 2023. Many of these risks and uncertainties are beyond our control and our actual results may differ materially from these forward-looking statements.

U-Haul Holding Company, a Nevada corporation, has a first fiscal quarter that ends on the 30 th of June for each year that is referenced. Our insurance company subsidiaries have a first quarter that ends on the 31 st of March for each year that is referenced. They have been consolidated on that basis. Our insurance companies’ financial reporting processes conform to calendar year reporting as required by state insurance departments. Management believes that consolidating their calendar year into our fiscal year financial statements does not materially affect the presentation of financial position or results of operations. We disclose material events, if any, occurring during the intervening period. Consequently, all references to our insurance subsidiaries’ years 2023 and 2022 correspond to fiscal 2024 and 2023 for U-Haul Holding Company.

Overall Strategy

Our overall strategy is to maintain our leadership position in the United States and Canada “do-it-yourself” moving and storage industry. We accomplish this by providing a seamless and integrated supply chain to the “do-it-yourself” moving and storage market. As part of executing this strategy, we leverage the brand recognition of U-Haul ® with our full line of moving and self-storage related products and services and the convenience of our broad geographic presence.

Our primary focus is to provide our customers with a wide selection of moving rental equipment, convenient self-storage rental facilities, portable moving and storage units and related moving and self-storage products and services. We are able to expand our distribution and improve customer service by increasing the amount of moving equipment and storage units and portable moving and storage units available for rent, expanding the number of independent dealers in our network and expanding and taking advantage of our eMove ® capabilities.

Property and Casualty Insurance is focused on providing and administering property and casualty insurance to U-Haul and its customers, its independent dealers and affiliates.

Life Insurance is focused on long term capital growth through direct writing and reinsuring of life insurance, Medicare supplement and annuity products in the senior marketplace.

Description of Operating Segments

U-Haul Holding Company’s three reportable segments are:

Moving and Storage, comprised of U-Haul Holding Company, U-Haul, and Real Estate and the wholly owned subsidiaries of U-Haul and Real Estate;

Property and Casualty Insurance, comprised of Repwest and its wholly owned subsidiaries and ARCOA; and

Life Insurance, comprised of Oxford and its wholly owned subsidiaries.

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Moving and Storage

Moving and Storage consists of the rental of trucks, trailers, portable moving and storage units, specialty rental items and self-storage spaces primarily to the household mover as well as sales of moving supplies, towing accessories and propane. Operations are conducted under the registered trade name U-Haul ® throughout the United States and Canada.

With respect to our truck, trailer, specialty rental items and self-storage rental business, we are focused on expanding our dealer network, which provides added convenience for our customers and expands the selection and availability of rental equipment to satisfy the needs of our customers.

U-Haul ® branded self-moving related products and services, such as boxes, pads and tape, allow our customers to, among other things, protect their belongings from potential damage during the moving process. We are committed to providing a complete line of products selected with the “do-it-yourself” moving and storage customer in mind.

uhaul.com ® is an online marketplace that connects consumers to our operations as well as independent Moving Help ® service providers and thousands of independent Self-Storage Affiliates. Our network of customer-rated affiliates and service providers furnish pack and load help, cleaning help, self-storage and similar services throughout the United States and Canada. Our goal is to further utilize our web-based technology platform to increase service to consumers and businesses in the moving and storage market.

U-Haul’s mobile app, Truck Share 24/7, Skip-the-Counter Self-Storage rentals and Self-checkout for moving supplies provide our customers methods for conducting business with us directly via their mobile devices and also limiting physical exposure.

Since 1945, U-Haul has incorporated sustainable practices into its everyday operations. We believe that our basic business premise of equipment sharing helps reduce greenhouse gas emissions and reduces the inventory of total large capacity vehicles. We continue to look for ways to reduce waste within our business and are dedicated to manufacturing reusable components and recyclable products. We believe that our commitment to sustainability, through our products and services and everyday operations has helped us to reduce our impact on the environment.

Property and Casualty Insurance

Property and Casualty Insurance provides loss adjusting and claims handling for U-Haul through regional offices across the United States and Canada. Property and Casualty Insurance also underwrites components of the Safemove ® , Safetow ® , Safemove Plus ® , Safestor ® and Safestor Mobile ® protection packages to U-Haul customers. We continue to focus on increasing the penetration of these products into the moving and storage market. The business plan for Property and Casualty Insurance includes offering property and casualty insurance products in other U-Haul related programs.

Life Insurance

Life Insurance provides life and health insurance products primarily to the senior market through the direct writing and reinsuring of life insurance, Medicare supplement and annuity policies.

Cybersecurity Incident

On September 9, 2022, we announced that the Company was made aware of a data security incident involving U-Haul‘s information technology network. U-Haul detected a compromise of two unique passwords used to access U-Haul customers information. U-Haul took immediate steps to contain the incident and promptly enhanced its security measures to prevent any further unauthorized access. U-Haul retained cybersecurity experts and incident response counsel to investigate the incident and implement additional security safeguards. The investigation determined that between November 5, 2021 and April 8, 2022, the threat actor accessed customer contracts containing customers’ names, dates of birth, and driver’s license or state identification numbers. None of U-Haul’s financial, payment processing or email systems were involved. U-Haul has notified impacted customers and relevant governmental authorities.

Several class action lawsuits related to the incident have been filed against U-Haul. The lawsuits have been consolidated into one action in the U.S. District Court for the District of Arizona and will be vigorously defended by the Company; however the outcome of such lawsuits cannot be predicted or guaranteed with any certainty.

Critical Accounting Estimates

Please refer to our Annual Report on Form 10-K for the fiscal year ended March 31, 2023, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Impairment of Investments

Under the current expected credit loss model, a valuation allowance is recognized in earnings for credit losses. If we intend to sell a debt security, or it is more likely than not that we will be required to sell the security before recovery of its

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amortized cost basis, the debt security is written down to its fair value and the write down is charged against the allowance for credit losses, with any incremental impairment reported in earnings. Reversals of the allowance for credit losses are permitted and should not exceed the allowance amount initially recognized.

Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense There was a ($0.5) million net impairment charge recorded during the quarter ended June 30, 2023.

Results of Operations

U-Haul Holding Company and Consolidated Entities

Quarter Ended June 30, 2023 compared with the Quarter Ended June 30, 2022

Listed below, on a consolidated basis, are revenues for our major product lines for the first quarter of fiscal 2024 and the first quarter of fiscal 2023:

(Unaudited)

(In thousands)

Self-moving equipment rental revenues decreased $91.6 million during the first quarter of fiscal 2024, compared with the first quarter of fiscal 2023. Transactions, revenue and average miles driven per transaction decreased. These declines were more pronounced in our one-way markets. Compared to the same period last year, we increased the number of retail locations, independent dealers, trucks and trailers in the rental fleet.

Self-storage revenues increased $25.8 million during the first quarter of fiscal 2024, compared with the first quarter of fiscal 2023. The average monthly number of occupied units increased by 9%, or 44,957 units, during the first quarter of fiscal 2024 compared with the same period last year. The growth in revenues and square feet rented comes from a combination of occupancy gains at existing locations, the addition of new capacity to the portfolio and from a 6% improvement in average revenue per occupied foot. During the quarter we added approximately 1.1 million new net rentable square feet.

Sales of self-moving and self-storage products and services decreased $8.5 million during the first quarter of fiscal 2024, compared with the first quarter of fiscal 2023. This was due to decreased sales of hitches, moving supplies and propane. The decrease in self-moving transactions has negatively affected the sales of moving supplies.

Life insurance premiums decreased $2.7 million during the first quarter of fiscal 2024, compared with the first quarter of fiscal 2023 due primarily to decreased life and Medicare supplement premiums.

Property and casualty insurance premiums increased $0.4 million during the first quarter of fiscal 2024, compared with the first quarter of fiscal 2023 due to an increase in Safestor ® sales, which was a reflection of the increased storage rental transactions.

Net investment and interest income increased $31.0 million during the first quarter of fiscal 2024, compared with the first quarter of fiscal 2023. Moving and Storage accounted for $22.4 million of the improvement due to an increase in interest rates on short-term deposits. Changes in the market value of unaffiliated common stocks held in our property and casualty insurance subsidiary accounted for $4.0 million of the increase during the quarter. An increase of $2.1 million realized gains on derivatives used as hedges for our fixed indexed annuities at our life insurance subsidiary also contributed to the increase during the quarter.

Other revenue decreased $12.0 million during the first quarter of fiscal 2024, compared with the first quarter of fiscal 2023, caused primarily by decreases in our U-Box program.

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Listed below are revenues and earnings from operations at each of our operating segments for the first quarter of fiscal 2024 and the first quarter of fiscal 2023. The insurance companies’ first quarters ended March 31, 2023 and 2022.

(Unaudited)

(In thousands)

Total costs and expenses increased $38.3 million during the first quarter of fiscal 2024, compared with the first quarter of fiscal 2023. Operating expenses for Moving and Storage increased $28.5 million. Repair costs associated with the rental fleet experienced a $29.6 million increase during the quarter due to preventative maintenance combined with the costs associated with preparing trucks for sale. The primary driver behind these increases has been the slower rotation of new equipment into the fleet and older equipment out of the fleet over the last several years. Other increases included personnel and property taxes. Shipping costs associated with U-Box transactions decreased.

Depreciation expense associated with our rental fleet increased $8.7 million for the first quarters of fiscal 2024, compared with the first quarter of 2023 due to an increase in the pace of new additions to the fleet. Net gains from the disposal of rental equipment decreased $8.7 million as resale values have decreased while the average cost of units being sold has increased. Depreciation expense on all other assets, largely from buildings and improvements, increased $6.7 million. Net losses on the disposal or retirement of land and buildings decreased $1.3 million. Additional detail is available in the following Moving and Storage section.

As a result of the above-mentioned changes in revenues and expenses, earnings from operations decreased to $399.7 million for the first quarter of fiscal 2024, compared with $495.5 million for the first quarter of fiscal 2023.

Interest expense for the first quarter of fiscal 2024 was $60.6 million, compared with $49.8 million for the first quarter of fiscal 2023, due to an increase in our average cost of debt.

Income tax expense was $81.9 million for the first quarter of fiscal 2024, compared with $107.1 million for the first quarter of fiscal 2023.

As a result of the above-mentioned items, earnings available to common stockholders were $256.8 million for the first quarter of fiscal 2024, compared with $338.3 million for the first quarter of fiscal 2023.

Basic and diluted earnings per share of Voting Common Stock for the first quarter of fiscal 2024 were $1.27, compared with $2.18 for the first quarter of fiscal 2023. The weighted average common shares outstanding basic and diluted for Voting Common Stock were 19,607,788 for both the first quarter of fiscal 2024 and 2023.

Basic and diluted earnings per share of Non-Voting Common Stock for fiscal 2024 were $1.31, compared with $1.68 for fiscal 2023. The weighted average shares outstanding basic and diluted for Non-Voting Common Stock were 176,470,092 for both fiscal 2024 and 2023.

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Moving and Storage

Quarter Ended June 30, 2023 compared with the Quarter Ended June 30, 2022

Listed below are revenues for our major product lines at Moving and Storage for the first quarter of fiscal 2024 and the first quarter of fiscal 2023:

(Unaudited)

(In thousands)

Self-moving equipment rental revenues decreased $91.6 million during the first quarter of fiscal 2024, compared with the first quarter of fiscal 2023. Transactions, revenue and average miles driven per transaction decreased. These declines were more pronounced in our one-way markets. Compared to the same period last year, we increased the number of retail locations, independent dealers, trucks and trailers in the rental fleet.

Self-storage revenues increased $25.8 million during the first quarter of fiscal 2024, compared with the first quarter of fiscal 2023. The average monthly number of occupied units increased by 9%, or 44,957 units, during the first quarter of fiscal 2024 compared with the same period last year. The growth in revenues and square feet rented comes from a combination of occupancy gains at existing locations, the addition of new capacity to the portfolio and from a 6% improvement in average revenue per occupied foot. During the quarter we added approximately 1.1 million new net rentable square feet.

We own and manage self-storage facilities. Self-storage revenues reported in the condensed consolidated financial statements represent Company-owned locations only. Self-storage data for our owned storage locations follows:

(Unaudited)

(In thousands, except occupancy rate)

Over the last twelve months we added approximately 5.7 million net rentable square feet of new storage to the system. This was a mix of approximately 1.1 million square feet of existing storage locations we acquired and 4.6 million square feet of new development.

Sales of self-moving and self-storage products and services decreased $8.5 million during the first quarter of fiscal 2024, compared with the first quarter of fiscal 2023. This was due to decreased sales of hitches, moving supplies and propane. The decrease in self-moving transactions has negatively affected the sales of moving supplies.

Net investment and interest income increased $22.4 million during the first quarter of fiscal 2024, compared with the first quarter of fiscal 2023, due to an increase in interest rates on short-term deposits.

Other revenue decreased $12.2 million during the first quarter of fiscal 2024, compared with the first quarter of fiscal 2023, caused primarily by decreases in our U-Box program.

Total costs and expenses increased $30.8 million during the first quarter of fiscal 2024, compared with the first quarter of fiscal 2023. Operating expenses increased $28.5 million. Repair costs associated with the rental fleet experienced a $29.6 million increase during the quarter due to preventative maintenance combined with the costs associated with preparing trucks for sale. The primary driver behind these increases has been the slower rotation of new equipment into the fleet and older equipment out of the fleet over the last several years. Other increases included personnel and property taxes. Shipping

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costs associated with U-Box transactions decreased.

Depreciation expense associated with our rental fleet increased $8.7 million for the first quarters of fiscal 2024, compared with the first quarter of 2023 due to an increase in the pace of new additions to the fleet. Net gains from the disposal of rental equipment decreased $8.7 million as resale values have decreased while the average cost of units being sold has increased. Depreciation expense on all other assets, largely from buildings and improvements, increased $6.7 million. Net losses on the disposal or retirement of land and buildings decreased $1.3 million.

The components of depreciation, net of gains on disposals are as follows:

(Unaudited)

(In thousands)

As a result of the above-mentioned changes in revenues and expenses, earnings from operations for Moving and Storage before consolidation of the equity in the earnings of the insurance subsidiaries decreased to $386.7 million for the first quarter of fiscal 2024, compared with $481.6 million for the first quarter of fiscal 2023.

Equity in the earnings of U-Haul Holding Company’s insurance subsidiaries was $10.2 million for the first quarter of fiscal 2024, compared with $12.0 million for the first quarter of fiscal 2023.

As a result of the above-mentioned changes in revenues and expenses, earnings from operations decreased to $396.9 million for the first quarter of fiscal 2024, compared with $493.6 million for the first quarter of fiscal 2023.

Property and Casualty Insurance

Quarter Ended March 31, 2023 compared with the Quarter Ended March 31, 2022

Net premiums were $21.0 million and $20.8 million for the quarters ended March 31, 2023 and 2022, respectively. A significant portion of Repwest’s premiums are from policies sold in conjunction with U-Haul rental transactions. The premium increase corresponded with increased self-storage transactions at U-Haul during the same period.

Net investment and interest income was $6.8 million and $2.3 million for the quarters ended March 31, 2023 and 2022, respectively. The main driver of the change in net investment income was the increase in the market value of unaffiliated common stock of $4.0 million.

Net operating expenses were $11.3 million and $10.2 million for the quarters ended March 31, 2023 and 2022, respectively. The change was due to an increase in commissions.

As a result of the above-mentioned changes in revenues and expenses, pretax earnings from operations were $12.0 million and $8.4 million for the quarters ended March 31, 2023 and 2022, respectively.

Life Insurance

Quarter Ended March 31, 2023 compared with the Quarter Ended March 31, 2022

Net premiums were $23.1 million and $25.8 million for the quarters ended March 31, 2023 and 2022, respectively. Medicare Supplement premiums decreased $1.7 million from the policy decrements offset by premium rate increases. Life premiums decreased $1.1 million primarily from the decrease in sales of single premium life and final expense. Premiums on the remaining lines of business increased $0.1 million. Deferred annuity deposits were $43.7 million for the quarter ended March 31, 2023 compared to $85.8 million for the quarter ended March 31, 2022 and are accounted for on the balance sheet

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as deposits rather than premiums. The decrease in deferred annuity deposits can be attributed to a decrease in policy issuances.

Net investment and interest income were $31.5 million and $27.4 million for the quarters ended March 31, 2023 and 2022, respectively. Net realized gain on derivatives used as hedges to fixed annuities increased by $2.1 million. In addition, the change in the provision for expected credit losses resulted in an additional increase in investment income of $0.3 million coupled with an increase of $0.1 million in realized gains on bonds. The remaining increase in net investment income of $1.5 million was primarily due to the $1.0 million increase in net interest income on bonds and $0.6 million on the remaining assets.

Net operating expenses were $5.4 million and $5.1 million for the quarters ended March 31, 2023 and 2022, respectively. The increase was primarily due to an increase in administrative expenses.

Benefits and losses incurred were $40.9 million and $35.4 million for the quarters ended March 31, 2023 and 2022, respectively. Life benefits decreased $2.0 million due to lower death claims related to COVID-19. Medicare supplement benefits decreased by $0.1 million from the policies in force. The remaining gains were attributable to the impact of reserve changes from the adoption of ASU 2018-12.

Amortization of deferred acquisition costs (“DAC”), sales inducement asset (“SIA”) and the value of business acquired (“VOBA”) was $8.0 million and $7.7 million for the quarters ended March 31, 2023 and 2022, respectively. The increase in DAC amortization is primarily due to the to the increased amortization related to prepayment penalties on mortgage loans.

As a result of the above-mentioned changes in revenues and expenses, pretax earnings from operations were $1.2 million and $5.8 million for the quarters ended March 31, 2023 and 2022, respectively.

Liquidity and Capital Resources

We believe our current capital structure is a positive factor that will enable us to pursue our operational plans and goals and provide us with sufficient liquidity for the foreseeable future. There are many factors that could affect our liquidity, including some which are beyond our control, and there is no assurance that future cash flows and liquidity resources will be sufficient to meet our outstanding debt obligations and our other future capital needs.

As of June 30, 2023, cash and cash equivalents totaled $2,377.1 million, compared with $2,060.5 million at March 31, 2023. The assets of our insurance subsidiaries are generally unavailable to fulfill the obligations of non-insurance operations (Moving and Storage). As of June 30, 2023 (or as otherwise indicated), cash and cash equivalents, other financial assets (receivables, short-term investments, other investments, fixed maturities, and related party assets) and debt obligations of each operating segment were:

(Unaudited)

(In thousands)

As of June 30, 2023, Moving and Storage had additional cash available under existing credit facilities of $490.0 million. The majority of invested cash at the Moving and Storage segment is held in government money market funds.

Net cash provided by operating activities decreased $185.7 million in the first quarter of fiscal 2024 compared with the first quarter of fiscal 2023 due to a decrease in operating profits combined with an increase in claims payments at Moving and Storage and timing of credit card settlements.

Net cash used in investing activities decreased $189.3 million in the first quarter of fiscal 2024, compared with the first quarter of fiscal 2023. Purchases of property, plant and equipment, increased $127.4 million with fleet spending accounting for $103.2 million and real estate $15.7 million. Cash from the sales of property, plant and equipment increased $34.3 million largely due to fleet sales. For our insurance subsidiaries, net cash provided in investing activities increased $62.7 million due to a decrease in purchases of fixed maturity investments and net cash provided by investing activities for Moving and Storage increased $225.0 million on the redemption of short-term Treasury notes.

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Net cash provided by financing activities decreased $88.2 million in the first quarter of fiscal 2024, as compared with the first quarter of fiscal 2023. This was due to a combination of increased cash from borrowings of $52.2 million, increased debt payments of $87.5 million, decreased finance lease repayments of $0.8 million, a decrease of $2.7 million in dividends paid and a decrease in net annuity deposits from Life Insurance of $54.9 million.

Liquidity and Capital Resources and Requirements of Our Operating Segments

Moving and Storage

To meet the needs of our customers, U-Haul maintains a large fleet of rental equipment. Capital expenditures have primarily consisted of new rental equipment acquisitions and the buyouts of existing fleet from leases. The capital to fund these expenditures has historically been obtained internally from operations and the sale of used equipment and externally from debt and lease financing. U-Haul estimates that during fiscal 2024 the Company will reinvest in its rental equipment fleet approximately $820 million, net of equipment sales and excluding any lease buyouts. Through the first quarter of fiscal 2024, the Company invested, net of sales, approximately $261 million before any lease buyouts in its rental equipment fleet. Fleet investments in fiscal 2024 and beyond will be dependent upon several factors including the availability of capital, the truck rental environment, the availability of equipment from our original equipment manufacturers and the used-truck sales market. We anticipate that the fiscal 2024 investments will be funded largely through debt financing, external lease financing and cash from operations. Management considers several factors including cost and tax consequences when selecting a method to fund capital expenditures. Our allocation between debt and lease financing can change from year to year based upon financial market conditions which may alter the cost or availability of financing options.

The Company has traditionally funded the acquisition of self-storage properties to support U-Haul's growth through debt financing and funds from operations. The Company’s plan for the expansion of owned storage properties includes the acquisition of existing self-storage locations from third parties, the acquisition and development of bare land, and the acquisition and redevelopment of existing buildings not currently used for self-storage. For the first quarter of fiscal 2024, the Company invested $293.9 million in real estate acquisitions, new construction and renovation and repair. For fiscal 2024, the timing of new projects will be dependent upon several factors, including the entitlement process, availability of capital, weather, the identification and successful acquisition of target properties and the availability of labor and materials. We are likely to maintain a high level of real estate capital expenditures in fiscal 2024. U-Haul's growth plan in self-storage also includes the expansion of the U-Haul Storage Affiliate program, which does not require significant capital.

Net capital expenditures (purchases of property, plant and equipment less proceeds from the sale of property, plant and equipment and lease proceeds) at moving and storage were $580.1 million and $487.0 million for the first quarter of fiscal 2024 and 2023, respectively. The components of our net capital expenditures are provided in the following table:

(Unaudited)

(In thousands)

Moving and Storage continues to hold significant cash and we believe has access to additional liquidity. Management may invest these funds in our existing operations, expand our product lines or pursue external opportunities in the self-moving and storage marketplace, pay dividends, repurchase shares of common stock or reduce existing indebtedness where possible.

Property and Casualty Insurance

State insurance regulations restrict the amount of dividends that can be paid to stockholders of insurance companies. As a result, Property and Casualty Insurance’s assets are generally not available to satisfy the claims of U-Haul Holding Company or its legal subsidiaries. We believe that stockholders’ equity at Property and Casualty Insurance remains sufficient, and we do not believe that its ability to pay ordinary dividends to U-Haul Holding Company will be restricted per state regulations.

Property and Casualty Insurance’s stockholder’s equity was $307.7 million and $294.5 million as of March 31, 2023 and December 31, 2022, respectively. The change resulted from net earnings of $9.5 million and an increase in other comprehensive income of $3.7 million due to the increase in market value of its investment portfolio. Property and Casualty Insurance does not use debt or equity issues to increase capital and therefore has no direct exposure to capital market

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conditions other than through its investment portfolio.

Life Insurance

Life Insurance manages its financial assets to meet policyholder and other obligations, including investment contract withdrawals and deposits. Life Insurance’s net withdrawals for the quarter ended March 31, 2023 were $32.1 million. State insurance regulations restrict the amount of dividends that can be paid to stockholders of insurance companies. As a result, Life Insurance’s assets are generally not available to satisfy the claims of U-Haul Holding Company or its legal subsidiaries.

Life Insurance’s stockholder’s equity was $151.4 million and $132.2 million as of March 31, 2023 and December 31, 2022, respectively. The change resulted from net earnings of $0.7 million and an increase in other comprehensive income of $16.7 million primarily due to the effect of interest rate changes on the fixed maturity portion of the investment portfolio. Outside of its membership in the Federal Home Loan Bank (“FHLB”) system, Life Insurance has not historically used debt or equity issues to increase capital and therefore has not had any significant direct exposure to capital market conditions other than through its investment portfolio. As of March 31, 2023, Oxford had outstanding deposits of $60.0 million in the FHLB with an availability of $ 79.3 million, for which Oxford pays fixed interest rates between 0.49 % and 4.30 % with maturities between March 30, 2024 and September 30, 2027. As of March 31, 2023, available-for-sale investments held with the FHLB totaled $89.6 million, of which $62.8 million were pledged as collateral to secure the outstanding advances. The balances of these advances are included within Liabilities from investment contracts on the consolidated balance sheets.

Cash Provided from Operating Activities by Operating Segments

Moving and Storage

Net cash provided from operating activities were $452.0 million and $623.6 million for the first quarter of fiscal 2024 and 2023, respectively, due to a decrease in operating profits combined with an increase in claims payments at Moving and Storage and timing of credit card settlements.

Property and Casualty Insurance

Net cash provided by operating activities were $3.5 million and $4.8 million for the first quarters ended March 31, 2023 and 2022, respectively. The decrease was the result of changes in intercompany balances and the timing of payables activity.

Property and Casualty Insurance’s cash and cash equivalents and short-term investment portfolios amounted to $27.5 million and $27.2 million as of March 31, 2023 and December 31, 2022, respectively. These balances reflect funds in transition from maturity proceeds to long-term investments. Management believes this level of liquid assets, combined with budgeted cash flow, is adequate to meet foreseeable cash needs. Capital and operating budgets allow Property and Casualty Insurance to schedule cash needs in accordance with investment and underwriting proceeds.

Life Insurance

Net cash provided by operating activities were $10.2 million and $23.0 million for the first quarters ended March 31, 2023 and 2022, respectively. The decrease in operating cash flows was primarily due to the timing of policyholder settlements.

In addition to cash flows from operating activities and financing activities, a substantial amount of liquid funds are available through Life Insurance’s short-term portfolio and its membership in the FHLB. As of March 31, 2023 and December 31, 2022, cash and cash equivalents and short-term investments amounted to $60.7 million and $15.0 million, respectively. Management believes that the overall sources of liquidity are adequate to meet foreseeable cash needs.

Liquidity and Capital Resources - Summary

We believe we have the financial resources needed to meet our business plans, including our working capital needs. We continue to hold significant cash and have access to existing credit facilities and additional liquidity to meet our anticipated capital expenditure requirements for investment in our rental fleet, rental equipment and storage acquisitions and build outs.

As a result of the federal income tax provisions of the Coronavirus Aid, Relief and Economic Security Act, we have filed applicable forms with the Internal Revenue Service to carryback net operating losses. These refund claims total approximately $366 million, of which we have received approximately $243 million with the remaining amount reflected in prepaid expense. These amounts are expected to provide us additional liquidity whenever received. It is possible future legislation could negatively impact our ability to receive these tax refunds.

Our borrowing strategy has primarily focused on asset-backed financing, rental equipment leases and private placement borrowings limited by the amount of unencumbered assets available. As part of this strategy, we seek to ladder maturities and fix interest rates. While each of these loans typically contains provisions governing the amount that can be borrowed in relation to specific assets, the overall structure is flexible with no limits on overall Company borrowings. Management believes it has adequate liquidity between cash and cash equivalents and unused borrowing capacity in existing credit

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facilities to meet the current and expected needs of the Company over the next several years. As of June 30, 2023, we had available borrowing capacity under existing credit facilities of $490.0 million. While it is possible that circumstances beyond our control could alter the ability of the financial institutions to lend us the unused lines of credit, we believe that there are additional opportunities for leverage in our existing capital structure. For a more detailed discussion of our long-term debt and borrowing capacity, please see Note 4, Borrowings, of the Notes to Condensed Consolidated Financial Statements.

Disclosures about Contractual Obligations and Commercial Commitments

Our estimates as to future contractual obligations have not materially changed from the disclosure included under the subheading Disclosures about Contractual Obligations and Commercial Commitments in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the fiscal year ended March 31, 2023.

Fiscal 2024 Outlook

We will continue to focus our attention on increasing transaction volume and improving pricing, product and utilization for self-moving equipment rentals. Maintaining an adequate level of new investment in our truck fleet is an important component of our plan to meet our operational goals and is likely to increase in fiscal 2024. Revenue in the U-Move ® program could be adversely impacted should we fail to execute in any of these areas. Should we be unable to acquire enough new rental equipment to properly rotate our fleet, repair and maintenance costs will continue to increase. Even if we execute our plans, we could see declines in revenues primarily due to unforeseen events including adverse economic conditions or heightened competition that is beyond our control.

With respect to our storage business, we have added new locations and expanded existing locations. In fiscal 2024, we are actively looking to complete current projects, increase occupancy in our existing portfolio of locations and acquire new locations. New projects and acquisitions will be considered and pursued if they fit our long-term plans and meet our financial objectives. It is likely spending on acquisitions and new development will increase in fiscal 2024. We will continue to invest capital and resources in the U-Box ® program throughout fiscal 2024.

Inflationary pressures may challenge our ability to maintain or improve upon our operating margin.

Property and Casualty Insurance will continue to provide loss adjusting and claims handling for U-Haul and underwrite components of the Safemove ® , Safetow ® , Safemove Plus ® , Safestor ® and Safestor Mobile ® protection packages to U-Haul customers.

Life Insurance is pursuing its goal of expanding its presence in the senior market through the sales of its Medicare supplement, life and annuity policies. This strategy includes growing its agency force, expanding its new product offerings, and pursuing business acquisition opportunities.

We are exposed to financial market risks, including changes in interest rates and currency exchange rates. To mitigate these risks, we may utilize derivative financial instruments, among other strategies. We do not use derivative financial instruments for speculative purposes.

Interest Rate Risk

The exposure to market risk for changes in interest rates relates primarily to our variable rate debt obligations and one variable rate operating lease. We have used interest rate swap agreements and forward swaps to reduce our exposure to changes in interest rates. We enter 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 their obligations. Following is a summary of our interest rate swap agreements as of June 30, 2023:

(Unaudited)

(In thousands)

As of June 30, 2023, we had $694.2 million of variable rate debt obligations, of this amount, $490.0 million is not fixed through interest rate swaps. If Secured Overnight Funding Rate (“SOFR”) were to increase 100 basis points, the increase in interest expense on the variable rate debt would decrease future earnings and cash flows by $5.9 million annually (after

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consideration of the effect of the above derivative contracts). Certain senior mortgages have an anticipated repayment date and a maturity date. If these senior mortgages are not repaid by the anticipated repayment date, the interest rate on these mortgages would increase from the current fixed rate. We are using the anticipated repayment date for our maturity schedule.

Additionally, our insurance subsidiaries’ fixed income investment portfolios expose us to interest rate risk. This interest rate risk is the price sensitivity of a fixed income security to changes in interest rates. As part of our insurance companies’ asset and liability management, actuaries estimate the cash flow patterns of our existing liabilities to determine their duration. These outcomes are compared to the characteristics of the assets that are currently supporting these liabilities assisting management in determining an asset allocation strategy for future investments that management believes will mitigate the overall effect of interest rates.

We use derivatives to hedge our equity market exposure to indexed annuity products sold by our Life Insurance company. These contracts earn a return for the contractholder based on the change in the value of the S&P 500 index between annual index point dates. We buy and sell listed equity and index call options and call option spreads. The credit risk is with the party in which the options are written. The net option price is paid up front and there are no additional cash requirements or additional contingent liabilities. These contracts are held at fair market value on our balance sheet. As of March 31, 2023 and December 31, 2022, these derivative hedges had a net market value of $7.5 million and $4.3 million, with notional amounts of $362.4 million and $465.7 million, respectively. These derivative instruments are included in Investments, other, on the consolidated balance sheets.

Although the call options are employed to be effective hedges against our policyholder obligations from an economic standpoint, they do not meet the requirements for hedge accounting under GAAP. Accordingly, the call options are marked to fair value on each reporting date with the change in fair value, plus or minus, included as a component of net investment and interest income. The change in fair value of the call options includes the gains or losses recognized at the expiration of the option term and the changes in fair value for open contracts.

Foreign Currency Exchange Rate Risk

The exposure to market risk for changes in foreign currency exchange rates relates primarily to our Canadian business. Approximately 5.1% and 5.5% of our revenue was generated in Canada during the first quarter of fiscal 2024 and 2023, respectively. The result of a 10% change in the value of the U.S. dollar relative to the Canadian dollar would not be material to net income. We typically do not hedge any foreign currency risk since the exposure is not considered material.

Cautionary Statements Regarding Forward-Looking Statements

This Quarterly Report contains “forward-looking statements” regarding future events and our future results of operations. We 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, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such statements may include, but are not limited to, the risk associated with COVID-19 or similar events on system members or customers; the impact of the economic environment on demand for our products and the cost and availability of debt and capital; estimates of capital expenditures; plans for future operations, products or services, financing needs, and strategies; our perceptions of our legal positions and anticipated outcomes of government investigations and pending litigation against us; liquidity and the availability of financial resources to meet our needs, goals and strategies; plans for new business, storage occupancy, growth rate assumptions, pricing, costs, and access to capital and leasing markets; the impact of our compliance with environmental laws and cleanup costs; our beliefs regarding our sustainability practices; our used vehicle disposition strategy; the sources and availability of funds for our rental equipment and self-storage expansion and replacement strategies and plans; our plan to expand our U-Haul® storage affiliate program; that additional leverage can be supported by our operations and business; the availability of alternative vehicle manufacturers; the availability and economics of electric vehicles for our rental fleet; our estimates of the residual values of our equipment fleet; our plans with respect to off-balance sheet arrangements; our plans to continue to invest in the U-Box® program; the impact of interest rate and foreign currency exchange rate changes on our operations; the sufficiency of our capital resources; the sufficiency of capital of our insurance subsidiaries; inflationary pressures that may challenge our ability to maintain or improve upon our operating margin; and expectations regarding the potential impact to our information technology infrastructure and on our financial performance and business operations of technology, cybersecurity or data security breaches, including any related costs, fines or lawsuits, and our ability to continue ongoing operations and safeguard the integrity of our information technology infrastructure, data, and employee, customer and vendor information, as well as assumptions relating to the foregoing. The words “believe,” “expect,” “anticipate,” “plan,” “may,” “will,” “could,” “estimate,” “project” and similar expressions identify forward-looking statements, which speak only as of the date the statement was made.

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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 degree and nature of our competition; our leverage; general economic conditions; fluctuations in our costs to maintain and update our fleet and facilities; the limited number of manufacturers that supply our rental trucks; our ability to effectively hedge our variable interest rate debt; that we are controlled by a small contingent of stockholders; fluctuations in quarterly results and seasonality; changes in, and our compliance with, government regulations, particularly environmental regulations and regulations relating to motor carrier operations; outcomes of litigation; our reliance on our third party dealer network; liability claims relating to our rental vehicles and equipment; our ability to attract, motivate and retain key employees; reliance on our automated systems and the internet; our credit ratings; our ability to recover under reinsurance arrangements and other factors described in our Annual Report on Form 10-K in Item 1A, Risk Factors, and in this Quarterly Report or the other documents we file with the SEC. The above factors, as well as other statements in this Quarterly Report and in the Notes to Condensed Consolidated Financial Statements, could contribute to or cause such risks or uncertainties, or could cause our stock price to fluctuate dramatically. Consequently, the forward-looking statements should not be regarded as representations or warranties by us that such matters will be realized. We assume no obligation to update or revise any of the forward-looking statements, whether in response to new information, unforeseen events, changed circumstances or otherwise, except as required by law.

Attached as exhibits to this Quarterly Report are certifications of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), which are required in accordance with Rule 13a-14 of the Exchange Act. This "Controls and Procedures" section includes information concerning the controls and procedures evaluation referred to in the certifications and it should be read in conjunction with the certifications for a more complete understanding of the topics presented in the section titled Evaluation of Disclosure Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of the CEO and CFO, conducted an evaluation of the effectiveness of the design and operation of our "disclosure controls and procedures" (as such term is defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) (“Disclosure Controls”) as of the end of the period covered by this Quarterly Report. Our Disclosure Controls are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Our Disclosure Controls are also designed to ensure that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Based upon the controls evaluation, our CEO and CFO have concluded that as of the end of the period covered by this Quarterly Report, our Disclosure Controls were not effective due to the material weakness in internal control over financial reporting described below under “Remediation.”

Inherent Limitations on the Effectiveness of Controls

Our management, including our CEO and CFO, does not expect that our Disclosure Controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of our controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Changes in Internal Control Over Financial Reporting

Other than the material weakness described below in “Remediation” and the disclosure of recently adopted controls in “Recently Adopted Internal Controls,” there have not been any changes in our internal control over financial reporting as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f) during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Recently Adopted Internal Controls

During the first quarter of 2023, the Company adopted ASU 2018-12 Financial Services - Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts (LDTI) resulting in material changes to certain measurement models and disclosures for periodic results and balances related to long-duration insurance contracts. To address the additional requirements under LDTI, the Company implemented changes to policies and processes for the estimation and disclosure of these periodic results and balances and implented new internal controls over the same.

Remediation

As previously disclosed in Part II, Item 9A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2023, we implemented a plan to address the material weakness related to the accounting for the two-class method of earnings per share associated with the recently issued UHAL.B common stock, including redesigning the related control, conducting relevant training for personnel involved in the process and control functions and enhancing the procedures and control activity documentation. These actions were completed in advance of our year end close process as of March 31, 2023, and the redesigned control operated as planned as part of our March 31, 2023, yearend close process.

In conjunction with our interim period close process as of June 30, 2023, the redesigned control again operated as designed. Therefore, based upon our testing of the redesigned control over these instances, we have concluded that the material weakness related to the calculation of earnings per share using the two-step method associated with the recently issued UHAL.B common stock, has been remediated.

With respect to the material weakness related to general information technology controls, our management, under the oversight of our Audit Committee, has begun evaluating and implementing new controls or redesigning controls to remediate the control deficiencies giving rise to this material weakness. These remediations measures have included assessing and formalizing the design of certain information technology policies, implementing controls and procedures relating to program change management, user access, segregations of duties and cyber security for systems supporting substantially all of the Company’s internal control processes and developing monitoring controls and protocols that will allow us to timely assess the design and the operating effectiveness of the new and redesigned controls. Remediation efforts include the strengthening of password policies, conducting more frequent end-user access reviews, and enhancing the process for timely review of program management changes.

The material weakness related to the general information technology controls will not be considered remediated, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We anticipate that the remediation of this material weakness will be completed during fiscal year 2024. We are committed to continuing to improve our internal control processes, and, as we continue to evaluate and work to improve our internal control over financial reporting, we may take additional measures to address control deficiencies, or we may modify certain of our remediation measures.

We are not aware of any material updates to the risk factors described in our previously filed Annual Report on Form 10-K for the fiscal year ended March 31, 2023.