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Public Storage

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FY2022 Annual Report · Public Storage
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PUBLIC STORAGE

2 0 2 2

A N N U A L 

R E P O R T

WA
 104

OR
44 

NV
32

CA
440

HIHH
1111

ID
6 

UT
12

AZ
56

CO
86

MN
65

IA
1

MO
43

LA
13

NE
10

KS
24

OK
36

TX
 414

WI
15

IMII
51

IL

IN OH
133 46 60

KY
16

TN
42

AL
29

GA
122

MS
1

HHNHH
22222222
2

NY
69

PA
35

VA
  118
NC
107

SC
72

MA
RI
CT

28
3
15

NJ
DE
MD

60
5
105

SWEDENENN
N
39

DENMARKKK
NNMANN
NMANMAR
010100000

FL
 3
   33 338

UNITED
UNITED
UUNITED
KINGDOM
KINGDOM
KINGDOM
41

NETHERRERREREHHERRLALALALLLALAARRRRR NNDSNDAAAAA
66565555
BELBELBELELELLLELELGGGIUGIUUMU
211111

GERMANNNNYYNNN
25

FRANCE
65

P R O P E RT I E S (as of December 31, 2022)

Number 
of Properties

Net Rentable
Square Feet

Number 
of Properties

Net Rentable
Square Feet

Public Storage
Alabama
Arizona
California
Colorado
Connecticut
Delaware
Florida
Georgia
Hawaii
Idaho
Illinois
Indiana
Iowa
Kansas
Kentucky
Louisiana
Maryland
Massachusetts
Michigan
Minnesota
Mississippi
Missouri
Nebraska
Nevada
New Hampshire
New Jersey
New York
North Carolina

29
56
440
86
15
5
338
122
11
6
133
46
1
24
16
13
105
28
51
65
1
43
10
32
2
60
69
107

1,335,000
3,939,000
30,751,000
6,414,000
966,000
324,000
 23,499,000
8,267,000
801,000
543,000
8,645,000
3,016,000
59,000
1,462,000
952,000
922,000
7,678,000
1,976,000
3,740,000
5,206,000
63,000
2,845,000
882,000
2,210,000
132,000
4,098,000
4,809,000
7,848,000

Public Storage (cont.)
Ohio
Oklahoma
Oregon
Pennsylvania
Rhode Island
South Carolina
Tennessee
Texas
Utah
Virginia
Washington
Wisconsin

60
36
44
35
3
72
42
414
12
118
104
15

3,987,000
2,692,000
2,566,000
2,501,000
155,000
4,312,000
2,625,000
35,191,000
757,000
7,781,000
7,300,000
968,000

2,869

204,217,000

Shurgard Self Storage Limited
Belgium
Denmark
France
Germany
Netherlands
Sweden
United Kingdomg

21
10
65
25
65
39
41
266

1,260,000
572,000
3,491,000
1,399,000
3,450,000
2,106,000
2,177,000
14,455,000

Total

3,135

218,672,000

CHAIRMAN’S LETTER

Fellow Stakeholders,

Public Storage’s businesses delivered extraordinary results in 2022, achieving record revenues and net
operating income while providing significant returns to shareholders through the $7.6 billion sale of PS
Business Parks. I will discuss PS Business Parks before moving onto the strong performance and
favorable outlook for our self-storage and ancillary businesses.

Superior Returns through PS Business Parks

PS Business Parks (formerly traded NYSE:PSB) was an industry-leading owner and operator of industrial
and office properties across the United States. After Public Storage “spun out” the company in 1998, the
first year of results were approximately as follows:

Square feet owned:

•
11 million
$90 million
• Annual revenues:
• Annual net operating income: $60 million

At the time, PS Business Parks was a medium-sized real estate company serving small-business America.
Significant growth ensued over the next 24 years under the direction of our experienced management
and directors. By the end of 2021 (just prior to the company sale), PS Business Parks had grown to
approximately:

Square feet owned:

28 million
•
• Annual revenues:
$440 million
• Annual net operating income: $310 million

You will note that the growth in revenue and net operating income significantly outpaced the growth in
owned square footage. This was only achievable through the operational leadership and excellence that
we take pride in across our respective businesses.

The return generated by the sale is astounding. The 1,796% cumulative total return to PS Business Parks
shareholders since the “spin off” trounced the 473% return for the S&P 500 Index over the same period.
Public Storage owned 41% of the company at the time of the sale. For Public Storage shareholders, this
meant a $2.3 billion gain ($0.4 billion tax basis vs. $2.7 billion pro rata share at sale) distributed via a
special dividend at $13.15 per Public Storage share.

I commend all of those involved in PS Business Parks’ success over the years. President, CEO, and
Director Steve Wilson, the leadership team, and the Board of Directors deserve particular
acknowledgment for their foresight, hard work, and timing in achieving a truly superior outcome for
shareholders. The PS Business Parks team members and properties will continue to thrive as part of
Blackstone’s best-in-class organization.

Strong Performance and Outlook for the Self-Storage Business

A more-than-successful outcome to the “PSB era” brings with it maintained focus on our core self-
storage and ancillary businesses (primarily tenant reinsurance).

Below are the key figures for these businesses. At year-end 2022, Public Storage owned 35% of Shurgard
Europe (Euronext Brussels:SHUR), the largest owner and operator of self-storage properties in Europe.

1

While our interest is significant, Shurgard is a separate company with its own management and Board of
Directors, the majority of whom are independent. The figures below are presented on a combined basis
to help you better understand our performance.

Combined Revenues1
(Amounts in millions)

U.S. self-storage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
European self-storage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ancillary businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,946
308
274

$

3,204
276
249

$

2,722
248
228

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

4,528

$

3,729

$

3,198

2022

2021

2020

Combined Net Operating Income1
(Amounts in millions)

2022

2021

2020

U.S. self-storage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
European self-storage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ancillary businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,966
190
196

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

3,352

Public Storage’s share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,208

$

$

$

2,352
167
174

2,693

2,565

$

$

$

1,914
147
163

2,224

2,110

1. See accompanying schedule “Supplemental Non-GAAP Disclosures.”

The combined revenues of Public Storage and Shurgard increased by $799 million, to a
record $4.5 billion, and the combined NOI increased to a record $3.4 billion in 2022. Our share of the
combined NOI was $3.2 billion.

It was a year of many milestones for both companies, as described in detail by Public Storage CEO Joe
Russell and Shurgard CEO Marc Oursin in their respective letters to shareholders. The shared
characteristics of strong customer demand, manageable new supply, operational innovation and
excellence, and prudent balance sheet management drove considerable growth and value creation for
shareholders in our 50th Anniversary year.

By design, the same characteristics are driving resilience in our businesses in 2023 despite macro
pressures in the United States and Europe. Both management teams are inspiring motivated workforces
to flex the formidable competitive advantages we have developed over decades. These advantages are
built for and magnified in times like these. I want to thank Public Storage’s Board of Trustees and
Shurgard’s Board of Directors for their support and leadership in guiding such talented teams.

With industry leading brands, increasingly efficient operating platforms, high-quality properties located
in growing markets, and growth-oriented balance sheets underpinned by low leverage, we are in a
position of strength in 2023 and poised to deliver solid returns to shareholders for years to come.

Ronald L. Havner, Jr.
Chairman of the Board of Trustees
February 28, 2023

2

CHIEF EXECUTIVE OFFICER’S LETTER

Fellow Stakeholders,

Thank you for your continued support. Public Storage performed extraordinarily well in 2022.
Our industry-leading team and platform achieved record results in our same store and non-same
store properties, innovated across the business, and enhanced the portfolio. The team’s efforts
created substantial growth and value for our stakeholders while bolstering the company’s resilience.

We reached a number of records and milestones in our 50th Anniversary year, including:

•

•

•

•

•

•

•

•

138% diluted earnings per share growth;

14.8% and 17.1% same store revenue and direct net operating income (NOI) growth,
respectively;

$20.61 same store rent per available square foot (REVPAF1);

80.2% same store direct operating margin;

$4.2 billion and $3.1 billion in consolidated revenue and NOI, respectively;

204 million square feet in our owned property portfolio;

55 million square feet in our high growth non-same store pool, comprising 27% of our
owned portfolio;

$1 billion in planned property development and redevelopment;

• Receiving the prestigious Great Place to Work® award based on employees’ views of our

culture;

• Achieving top scoring among U.S. self-storage REITs across the leading sustainability

benchmarks; and

• Distributing $2.3 billion in special dividends to Public Storage shareholders in connection
with PS Business Parks’ sale to Blackstone, as Ron discussed in his Chairman’s letter.

We are led by an executive team with deep operational and financial expertise. Tom Boyle, our
Chief Financial Officer, was recently appointed to also serve as Chief Investment Officer to lead
our acquisition, development, redevelopment, asset management, and third-party property
management efforts. Natalia Johnson, our Chief Administrative Officer, is driving our people,
technology, and data science advantages in alignment with broader corporate strategy. Nathan Vitan,
our Chief Legal Officer, oversees our legal and risk management matters. David Lee, our Chief
Operating Officer, was recently appointed as an executive officer and leads the field organization
with a focus on providing an industry-leading experience for our customers and employees alike.

I am proud of our team for leading the self-storage industry on the shoulders of five decades of
success. We enter 2023 in a position of strength.

1. Realized annual rent per available square foot is computed by dividing annualized rental income by total available rentable square footage.

1

2022 Business Results

We have two principal businesses: (i) self-storage, conducted under the Public Storage® brand, and
(ii) ancillary businesses, primarily the reinsurance of policies offered to our self-storage customers
under the Orange Door® brand. Below are the revenues and NOI for each business.

Revenues

(Amounts in millions)

Self-storage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Ancillary businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,946
236

$

3,204
212

$

2,722
193

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

4,182

$

3,416

$

2,915

2022

2021

2020

Net Operating Income1

(Amounts in millions)

Self-storage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Ancillary businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,966
163

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

3,129

$

$

2,352
143

$

1,914
134

2,495

$

2,048

2022

2021

2020

In 2022, the NOI of these businesses increased by $634 million, or 25%, to a record $3.1 billion.
As a result, our earnings, core funds from operations, and free cash flow per diluted common share
increased to record levels as well:

Earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
23.50
Core FFO per share1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 15.92
13.56
Free cash flow per share1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

$
$
$

9.87
12.93
11.55

$
6.29
$ 10.61
9.78
$

2022

2021

2020

1. See accompanying schedule “Supplemental Non-GAAP Disclosures.”

How We Measure Our Results

We measure operating results by segmenting our portfolio into two categories: (i) stabilized
properties in the same store pool and (ii) unstabilized properties in the non-same store pool. The
same store pool allows us and investors to assess the health of our self-storage business by only
including properties with stabilized revenues (i.e., rent and occupancy) and operating expenses that
reflect organic growth on an “apples-to-apples” basis.

2

Our approach differs from other self-storage REITs, which include high-growth, unstabilized
lease-up properties in their same store pools. They also allocate certain property operating expenses
to general and administrative expense rather than cost of operations, enhancing their reported
performance under metrics used by investors, including same store NOI growth, operating margin,
and NAV (net asset value). We report the way we would want our performance to be reported if we
were in your position.

Same store NOI increased by 17.9% in 2022, compared to a 15.6% increase in 2021.

Same Store Properties
(Dollar amounts in millions, except occupancy and REVPAF)

Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Costs of operations . . . . . . . . . . . . . . . . . . . . . . .

Net operating income1 . . . . . . . . . . . . . . . . . . . .

Net rentable square feet
. . . . . . . . . . . . . . . . . . .
Average occupancy . . . . . . . . . . . . . . . . . . . . . . .
Year-end occupancy . . . . . . . . . . . . . . . . . . . . . .
REVPAF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1. See accompanying schedule “Supplemental Non-GAAP Disclosures.”

2022

3,175
738

2,437

149.1
94.9%
92.4%
20.61

$

$

$

2021

2,765
698

2,067

149.1
96.3%
94.8%
17.99

$

$

$

2020

2,499
712

1,787

149.1
94.5%
94.2%
16.20

$

$

$

We exclude our 593 unstabilized non-same store properties from the same store pool because their
year-over-year performance is not comparable to stabilized assets. Given self-storage’s stabilization
period (typically three to five years for occupancy and rents), this group primarily comprises properties
developed or redeveloped since 2017 and acquired since 2020. It consists of 55.1 million square feet,
or 27% of our total portfolio, as we enter 2023. The cost to acquire and build these properties totaled
$8 billion. At stabilization, we estimate their market value will approach $11 billion, resulting in nearly
$3 billion of value creation. We have significant upside tied to this growing pool of high-growth assets.

Our non-same store NOI increased significantly during 2022 due to strong lease-up and the
addition of new acquisition and development properties.

Non-Same Store Properties
(Amounts in millions, except occupancy and REVPAF)

2022

2021

2020

Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Costs of operations . . . . . . . . . . . . . . . . . . . . . . . . . .

Net operating income1

. . . . . . . . . . . . . . . . . . . . . . . $

771
242

529

Net rentable square feet . . . . . . . . . . . . . . . . . . . . . . .
Average occupancy . . . . . . . . . . . . . . . . . . . . . . . . . .
REVPAF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

55.1
86.4%
14.37

$

$

$

439
154

285

49.2
86.3%
12.20

$

$

$

223
96

127

25.9
80.2%
9.83

1. See accompanying schedule “Supplemental Non-GAAP Disclosures.”

3

2022 Business Review and 2023 Outlook

The broader macro environment was clearly in transition during the back half of 2022, driven by
inflationary pressures and the Fed’s response, which brought higher interest rates, GDP growth
contraction, and numerous pressures on businesses and consumers. Our industry and company
outperformed against this backdrop.

The aspects of self-storage that have historically made it resilient were on display. First, customer
demand is needs-based. Second, the demand drivers are multi-dimensional and fluid throughout
economic cycles. By way of example, an increase in home renters offset a decrease in home owners
storing with us as the housing market began to cool. Third, the nominal dollar amount paid for self-
storage rent is small relative to life’s other needs, including food and shelter. We also continued to
benefit from people spending more time at home, a newer driver that has increasing permanence
with remote and hybrid work here to stay. Self-storage is a lower-cost alternative to larger and
higher-cost housing in a space-constrained world.

Public Storage’s industry leading platform and broader competitive advantages were also on display
in the form of record growth and profitability. Our operating margin was 370 to 770 basis points
higher than the self-storage REIT peer group in 2022.

We are assuming that the external pressures will continue and that our earnings growth will
decelerate in 2023, especially when compared against the preceding two consecutive years of 20%-
plus Core FFO per share growth. However, the ultimate impact of the macro environment remains
to be seen, and we are well-positioned heading into this cycle given the resilience of our industry and
the competitive advantages unique to Public Storage, including our leading operating platform,
multi-factor external growth, and strong balance sheet.

To prepare for and continue to perform in a less predictable macro environment, we are focused on:

• Digitalizing our platform and transforming our operating model;

•

Investing in our people, culture, and communities;

• Enhancing the size and quality of our property portfolio; and

• Utilizing our growth-oriented balance sheet.

The strength of our strategies, platform, and people allows us to execute on opportunity through
economic cycles. The Public Storage team is poised to advance our competitive advantages even
further in 2023.

4

Digitalizing Our Platform and Transforming Our Operating Model

We actively listen to our customers; and, in recent years, they have sent a clear message that they
expect the same level of digital enablement in self-storage that makes other things easier, faster, and
more self-service in their daily lives. In response, Public Storage has developed and implemented the
industry’s first comprehensive and centralized digital operating ecosystem, which integrates our
entire platform, including our corporate and field functions, industry-leading revenue management
led by Richard Craig, advanced data science led by Philip Kim, and asset management.

Due to our efforts led by Mike Braine in technology, Steven Lentin in the field, Dilhara
Kaluarachchi in the customer care center, and the marketing team, the following innovations have
enhanced our service for millions of Public Storage customers:

eRental®: A digital lease that allows customers to rent online and move in
through self-service. eRental accounts for nearly 60% of our move-ins, compared
to 20% to 35% for our self-storage REIT peers.

Digital Property Access Systems: We have added digital customer access systems across
our entire portfolio. These systems provide hands-free digital access through
property parking gates, doors, and elevators via the Public Storage App.

Comprehensive Mobile App: The Public Storage App delivers leasing, account
management, customer care, and digital property access functionality to the
palm of our customers’ hands. The Public Storage App has garnered a 4.6 stars
rating and more than 2.6 million downloads as compared to an average rating
of 2.7 stars and 50,000 downloads for the less-comprehensive apps delivered by
our REIT peers (per Apple and Android).

Digital Customer Care: On-property digital interfaces provide leasing, account
management, and customer care functionality that include video conferencing
with remote customer care representatives.

Digital Security: State-of-the art digital security systems enhance property
security and enable “eyes-on-the-ground” monitoring for our team.

Our proprietary digital ecosystem is a critical element of our broader operating model
transformation. In combination with the real-time data that gives us better insights into how
customers use our properties, these innovations enable digital remote property management and a
shift to smarter staffing based on customer demand instead of the traditional “9 to 5” model.

We have implemented digital remote property management at more than 400 properties nationwide
so far. Customers utilize our website, Public Storage App, and remote customer care platform to rent
units, manage their accounts, and receive live video customer care. We monitor for safety and
security through our digital cameras and property access systems. Cleaning, repairs, and maintenance

5

are led by our multi-property local teams. The result is even-higher customer satisfaction as we’ve
aligned the self-storage experience with the digital expectations customers now have across their daily
lives. This has been a ‘win-win-win’ for our customers, employees, and shareholders.

Investing in Our People, Culture, and Communities

Our brand and platform strength is driven by our people, who embody a culture of integrity,
innovation, entrepreneurship, development, diversity, inclusion, and community focus, led by
Nathan Tan. The Public Storage team has thrived over the past few years, providing exceptional
customer care as we managed through the pandemic and initiated our operating model
transformation.

Highlights of our people-centric approach in 2022 include:

• Receiving the prestigious Great Place to Work® award based entirely on employees’

experiences working at Public Storage;

• Being named one of America’s Best Large Employers by Forbes;

• Bolstering career advancement and satisfaction by creating three new positions for our

field and customer care teams;

•

•

Increasing our employee engagement scores; and

Launching Community Connects, our corporate volunteering and giving program,
through which the Public Storage team chose to focus on supporting children and cancer
treatment in our local communities for 2022.

I am honored to lead such a strong team and am committed to ongoing advancement to ensure our
people are positioned to excel professionally and personally within our communities.

Enhancing the Size and Quality of Our Property Portfolio

Public Storage is the largest owner, operator, and developer of self-storage properties in the world.
Our nearly 2,900 owned properties consist of more than 204 million square feet located across 40
states. There are significant benefits of coverage and scale in our business, including operating
expense and overhead efficiencies. Our scale, combined with our people, operating platform,
innovation, and brand, afford meaningful advantages that result in our superior operating margins
and cash flow.

6

Acquisitions, Development, Redevelopment, and Third-Party Management

Through acquisitions, development, and redevelopment in 2022, we expanded our portfolio by
adding 82 properties comprising 6 million square feet of space. The 593 non-same store properties
now comprise 27% of our total portfolio square footage, but only 18% of our NOI (due to 86%
average occupancy and rents that are below market), providing meaningful embedded growth
through lease-up over the next few years.

Total Owned Portfolio By Property Type
204 million square feet

Stabilized
Same Store
Properties
73%

Non-Same Store
Lease-Up Properties:

15%

Acquisitions

5%

Development

7%

Redevelopment

High growth lease-up properties are 27% of
the total portfolio and growing

Led by Mike McGowan, Paul Spittle, and Whit Gilfillan, we acquired 74 properties comprising
5 million square feet for $730 million during the year.

($ millions)
$6,000

$5,000

$4,000

$3,000

$2,000

$1,000

$0

Acquisitions

$5,115

$1,157

$226

$431

$169

$429

$285

$181

$430

$796

$730

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

7

We have a differentiated acquisition strategy grounded in big data and analytics and a reputation as a
preferred buyer that offers speed and certainty to close on transactions. Through this, we are acquiring
and driving outsized growth as we lease properties up over the next few years.

Acquisition Yields
4Q22 Net Operating Income Annualized1

Yield in 2021

Yield in 2022

3.0% 

4.7% 

3.7%

8%

6%

4%

2%

0%

Acquired in:

2022

 Occupancy / Growth (yoy):

 Rent Growth (yoy):

 Volume ($000s):

 Square Feet (000s):

n/a

n/a

$730,480

4,726

2021

83% (+4%)

14%

$5,115,276

21,908

1. See accompanying schedule “Supplemental Non-GAAP Disclosures.”

6.9% 

5.1%

2020

88% (+0%)

17%

$796,065

5,075

We have the only in-house, nationwide self-storage property development program in the industry,
led by Andres Friedman and Phil Williams. Building directly is a major competitive advantage
because, when and where it makes sense, we can develop new properties at costs below the level at
which existing properties are trading in the marketplace. When combined with our leading
operating capabilities, we generate NOI growth and returns superior to our acquisition program.

Development Yields
4Q22 Net Operating Income Annualized1

Yield in 2021
14.3%

Yield in 2022

8.6%

6.0%

8.1%

5.7%

10.6%

8.7%

11.5%

8.5%

18%

15%

12%

9%

6%

3%

0%

0.3%

0.9%

Delivered in:

2022

2021

2020

2019

2018

2017

 Occupancy / Growth (yoy):

 Rent Growth (yoy):

n/a

n/a

17%

 Volume ($000s):

$100,089

$115,632

 Square Feet (000s):

631

681

1. See accompanying schedule “Supplemental Non-GAAP Disclosures.”

82% (+69%)

94% (+6%)

87% (+0%)

88% (-1%)

89% (-2%)

23%

$42,063

347

25%

22%

23%

$150,387

$262,187

$239,871

1,057

2,069

2,040

8

 
 
We re-entered the third-party management business in 2018 under the leadership of Pete Panos.
Through this platform, we manage properties for independent private owners as if they were our
own. We are happy to share our competitive advantages as a lever to increase our own market
coverage and scale, while benefiting from a proprietary acquisition pipeline when our partners
choose to sell. In 2022, we added 60 properties to our program.

With wide-ranging competitive advantages, our external growth outlook is favorable even in a
decelerating macro environment. We continue to find attractive acquisition opportunities, with more
than $70 million acquired or under contract to date. As other developers have eased back, we are also
finding new development and redevelopment opportunities, with a pipeline of nearly $1 billion at
year-end, up 23% year over year. The momentum of our third-party management business also
continues to build as our partners see the economic and reputational benefits of Public Storage’s
platform and brand, in addition to the ease and certainty of execution when they decide to sell.

Property of Tomorrow

We are investing capital in properties as we upgrade visual and physical branding across the portfolio
through the Property of Tomorrow program, led by John Sambuco and Robbie Williams from our
asset management team. This multi-year program comprises over $600 million in initiatives that
make economic, environmental, and branding sense, including LED lighting, solar power
generation, low-water irrigation, higher-efficiency offices, enhanced digital security, and plenty of
easily recognized orange signage. In 2022, the team enhanced nearly 700 properties, reaching
approximately 70% completion across the total portfolio by revenues.

Tenant Reinsurance

Our Orange Door® tenant reinsurance program offers customers peace of mind and protection from
loss or damage to their belongings. Orange Door® leads the self-storage tenant reinsurance industry
under the direction of Marshann Varley. The program generated $151 million of NOI in 2022, up
14% from $133 million in 2021, and is positioned for growth as we continue expanding the
portfolio and innovating to ensure best-in-class protection for our customers.

Sustainability

Over the last several years, we have further strengthened our sustainability profile and scoring through
focused sustainability initiatives. A more than 20% average reduction in energy, carbon, water, and
waste from 2018 to 2021 has resulted in our impact being approximately 80% and 20% lighter than
other property types and our self-storage REIT peers, respectively, on average. We are committed to
reducing our impact further, including increasing solar power capability from approximately 200
properties today to over 1,000 properties within a few years. We are also expanding our community
solar program, which is currently active across the northeast United States.

To advance green buildings for the industry, we partnered with BRE Group, a leading worldwide
building science research organization, to create a program for self-storage in the United States
through their renowned BREEAM validation and certification system. To date, we have certified

9

60 properties through the program, and we have more in progress. We are excited to have partnered
with BRE on a program that can be utilized by property owners across the industry.

Our long-term strategy, low-impact environmental footprint, people-focused approach, and strong
governance are increasingly reflected in the various analytical frameworks, with a 16% increase in
scoring, on average, in 2022. We are in the top 6% of the Sustainalytics global coverage universe
(15,500+ companies) and lead the U.S. self-storage REIT peer group across the major sustainability
benchmarks.

Utilizing Our Growth-Oriented Balance Sheet

Public Storage’s balance sheet is calibrated to achieve strong, sustainable growth over full economic
cycles. We are the only company in MSCI’s U.S. REIT Index with A2 and A credit ratings from
Moody’s and S&P, respectively.

We seek to fund external growth with retained cash flow and unsecured notes at attractive pricing
on a relative basis given the low-leverage nature of our balance sheet, significant cash flow
generation, and stable operating profile. Since 2015, we have issued $7.5 billion of debt at a 1.7%
blended rate to fund our growth. We have also reduced the cost of our perpetual preferred equity
capital by 130 basis points by refinancing approximately $6 billion of preferred equity.

With approximately $735 million of cash on-hand and low variable rate debt to start the year,
Tom Boyle, Nick Kangas, and the finance team had the balance sheet in very good shape ahead of
rising interest rates. After issuing $250 million of perpetual preferred equity in January, redeeming
$500 million of unsecured notes in August, and funding nearly $1 billion of external growth, we
ended 2022 with $775 million of cash on hand. We did so by generating approximately $1 billion
of retained cash flow and $400 million of retained proceeds from the PS Business Parks sale.
Our balance sheet and operating strategies meaningfully benefited Public Storage this year.

With 3.4x net debt and preferred equity to EBITDA, significant retained cash flow generation, and a
strong operating profile, our balance sheet is very well positioned to fund growth in 2023 and beyond.

Conclusion

While Public Storage is by no means immune to macro pressures, we are uniquely positioned to
execute on opportunity that comes with down cycles. We have considerable momentum in the form
of record performance, digital and operating model transformation leadership, attractive growth
opportunities, and significant capacity to continue funding growth through retained cash flow and
our balance sheet. We approach the challenges of 2023 from a position of strength and are poised
for continued industry leadership, innovation, and growth this year and beyond.

Joseph D. Russell, Jr.
President and Chief Executive Officer
February 28, 2023

10

CUMULATIVE TOTAL RETURN

Public Storage, S&P 500 Index and NAREIT Equity Index
December 31, 2007 - December 31, 2022

$900

$800

$700

$600

$500

$400

$300

$200

$100

$0

12/31/07

12/31/08

12/31/09

12/31/10

12/31/11

12/31/12

12/31/13

12/31/14

12/31/15

12/31/16

12/31/17

12/31/18

12/31/19

12/31/20

12/31/21

12/31/22

Public Storage

S&P 500 Index

NAREIT Equity Index

Public
Storage

S&P 500
Index

NAREIT
Equity
Index

12/31/07 12/31/08 12/31/09 12/31/10 12/31/11 12/31/12 12/31/13 12/31/14 12/31/15 12/31/16 12/31/17 12/31/18 12/31/19 12/31/20 12/31/21 12/31/22

$100.00 $112.37 $118.95 $152.89 $209.09 $232.71 $249.95 $317.02 $438.55 $408.30 $396.50 $398.99 $434.79 $489.40 $815.45 $650.63

$100.00 $ 63.00 $ 79.68 $ 91.68 $ 93.61 $108.59 $143.77 $163.45 $165.71 $185.53 $226.03 $216.12 $284.17 $336.45 $433.03 $354.61

$100.00 $ 62.27 $ 79.70 $101.98 $110.42 $132.18 $135.95 $174.06 $178.98 $194.42 $211.28 $202.74 $260.85 $247.49 $349.70 $262.45

The graph set forth above compares the yearly change in the Company’s cumulative total shareholder
return on its Common Shares for the 15-year period ended December 31, 2022 to the cumulative
total return of the Standard & Poor’s 500 Stock Index (“S&P 500 Index”) and the National
Association of Real Estate Investment Trusts Equity Index (“NAREIT Equity Index”) for the same
period (total shareholder return equals price appreciation plus dividends). The stock price performance
graph assumes that the value of the investment in the Company’s Common Shares and each index was
$100 on December 31, 2007 and that all dividends were reinvested. The share price performance
shown in the graph is not necessarily indicative of future price performance.

Supplemental Non-GAAP Disclosures (unaudited)
Core funds from operations per share (“Core FFO”) represents diluted net income per share (“EPS”) before the impact
of i) depreciation expense and disposition gains or losses and ii) foreign currency gains and losses, the application of
preferred share redemption charges, and certain other items. Free cash flow per share (“Free Cash Flow”) represents Core
FFO, less per share capital expenditures and non-cash stock based compensation and other expense. Core FFO and Free
Cash Flow are not substitutes for EPS and may not be comparable with other REITs due to calculation differences;
however, we believe they are helpful measures for investors and REIT analysts to understand our performance. Net
Operating Income (“NOI”) represents revenues less pre-depreciation cost of operations earned directly at our properties,
and we believe is a useful performance measure that we and the investment community use to evaluate performance and
real estate values. Each of these non-GAAP measures exclude the impact of depreciation, which is based upon historical
cost and assumes the value of buildings diminish ratably over time, while we believe that real estate values fluctuate due
to market conditions. We also present supplemental measures of our revenues and NOI including Shurgard as if we
owned it, to provide a measure of the performance of the businesses we have a significant interest in. However, the
inclusion of these entities in these supplemental measures does not substitute for “equity in earnings of unconsolidated
real estate entities” on our income statement.

Reconciliation of Core FFO and Free Cash Flow per Share

For the year ended December 31,

2022

2021

2020

$ 23.50

$

9.87

$

6.29

EPS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Eliminate noncore items (including our equity share):

Depreciation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of equity investment in PS Business Parks, Inc.
. . . . . . . . . . . . . . . .
Foreign currency, preferred share redemption charges, and other noncore

5.27
(0.31)
(12.00)

items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(0.54)

Core FFO per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deduct capital expenditures and adjust non-cash comp/other . . . . . . . . . . . . . . . . . . .

$ 15.92
(2.36)

Free Cash Flow per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 13.56

4.44
(0.95)
—

(0.43)

$ 12.93
(1.38)

$ 11.55

3.53
(0.07)
—

0.86

$ 10.61
(0.83)

$

9.78

Reconciliation of Revenues Including Shurgard Europe
(Amounts in millions)

Consolidated revenues
Shurgard Europe’s revenues

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2022

$ 4,182
346

Combined revenues

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 4,528

2021

$ 3,416
313

$ 3,729

2020

$ 2,915
283

$ 3,198

For the year ended December 31,

Reconciliation of NOI
(Amounts in millions)

Net income on our income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Eliminate: Depreciation, G&A, interest expense, interest and other income,

equity in earnings, currency exchange gains (losses), and gains on real estate
sales and PSB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Add - Shurgard Europe NOI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Combined net operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less - NOI of Shurgard Europe allocable to others . . . . . . . . . . . . . . . . . . . . . . . .

For the year ended December 31,

2022

2021

2020

$ 4,366

$ 1,960

$ 1,361

(1,237)
223

3,352
(144)

535
198

2,693
(128)

687
176

2,224
(114)

Public Storage’s share of NOI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 3,208

$ 2,565

$ 2,110

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2022.

or

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from

to

.

Commission File Number: 001-33519

PUBLIC STORAGE
(Exact name of Registrant as specified in its charter)

Maryland

95-3551121

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

701 Western Avenue, Glendale, California 91201-2349

(Address of principal executive offices) (Zip Code)

(818) 244-8080

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Class

Common Shares, $0.10 par value

Depositary Shares Each Representing 1/1,000 of a 5.150% Cum Pref Share,
Series F, $0.01 par value
Depositary Shares Each Representing 1/1,000 of a 5.050% Cum Pref Share,
Series G, $0.01 par value
Depositary Shares Each Representing 1/1,000 of a 5.600% Cum Pref Share,
Series H, $0.01 par value
Depositary Shares Each Representing 1/1,000 of a 4.875% Cum Pref Share,
Series I, $0.01 par value
Depositary Shares Each Representing 1/1,000 of a 4.700% Cum Pref Share,
Series J, $0.01 par value
Depositary Shares Each Representing 1/1,000 of a 4.750% Cum Pref Share,
Series K, $0.01 par value
Depositary Shares Each Representing 1/1,000 of a 4.625% Cum Pref Share,
Series L, $0.01 par value
Depositary Shares Each Representing 1/1,000 of a 4.125% Cum Pref Share,
Series M, $0.01 par value
Depositary Shares Each Representing 1/1,000 of a 3.875% Cum Pref Share,
Series N, $0.01 par value
Depositary Shares Each Representing 1/1,000 of a 3.900% Cum Pref Share,
Series O, $0.01 par value
Depositary Shares Each Representing 1/1,000 of a 4.000% Cum Pref Share,
Series P, $0.01 par value
Depositary Shares Each Representing 1/1,000 of a 3.950% Cum Pref Share,
Series Q, $0.01 par value
Depositary Shares Each Representing 1/1,000 of a 4.000% Cum Pref Share,
Series R, $0.01 par value

Trading
Symbol

Name of exchange on
which registered

PSA

New York Stock Exchange

PSAPrF

New York Stock Exchange

PSAPrG

New York Stock Exchange

PSAPrH

New York Stock Exchange

PSAPrI

New York Stock Exchange

PSAPrJ

New York Stock Exchange

PSAPrK

New York Stock Exchange

PSAPrL

New York Stock Exchange

PSAPrM New York Stock Exchange

PSAPrN

New York Stock Exchange

PSAPrO

New York Stock Exchange

PSAPrP

New York Stock Exchange

PSAPrQ

New York Stock Exchange

PSAPrR

New York Stock Exchange

Title of Class
Depositary Shares Each Representing 1/1,000 of a 4.100% Cum Pref Share,
Series S, $0.01 par value

0.875% Senior Notes due 2032

0.500% Senior Notes due 2030

Trading
Symbol

Name of exchange on
which registered

PSAPrS

New York Stock Exchange

PSA32

PSA30

New York Stock Exchange

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒

No

☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Exchange Act.

Yes ☐

No

☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒

No

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be
submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit such files).

Yes ☒

No

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated
filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting
company

Emerging growth
company

☒

☐

☐

☐

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐

No

☒

The aggregate market value of the voting and non-voting common shares held by non-affiliates of the Registrant as of June
30, 2022:

Common Shares, $0.10 par value per share – $47,054,755,000 (computed on the basis of $312.67 per share, which was the
reported closing sale price of the Company's Common Shares on the New York Stock Exchange (the “NYSE”) on June 30,
2022).

As of February 16, 2023, there were 175,757,442 outstanding Common Shares, $0.10 par value per share.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive proxy statement to be filed in connection with the Annual Meeting of Shareholders to be held in
2023 are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent described therein.

(This Page Intentionally Left Blank)

Public Storage
Form 10-K
For the Fiscal Year Ended December 31, 2022

TABLE OF CONTENTS

Business

Risk Factors

Unresolved Staff Comments

Properties

Legal Proceedings

Mine Safety Disclosures

Part I

Part II

Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of
Equity Securities
[Reserved]

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 1.

Item 1A.

Item 1B.

Item 2.

Item 3.

Item 4.

Item 5.

Item 6.

Item 7.

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

Item 8.

Item 9.

Item 9A.

Item 9B.

Item 9C.

Item 10.

Item 11.

Item 12.

Item 13.

Item 14.

Financial Statements and Supplementary Data

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Controls and Procedures

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Trustees, Executive Officers and Corporate Governance

Executive Compensation

Part III

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters
Certain Relationships and Related Transactions and Trustee Independence

Principal Accountant Fees and Services

Item 15.

Exhibits and Financial Statement Schedules

Part IV

Page

1

10

19

20

21

21

22

22

22

50

50

50

50

53

53

54

54

54

55

55

56

(This Page Intentionally Left Blank)

ITEM 1.

Business

Cautionary Statement Regarding Forward Looking Statements

PART I

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements include statements relating to our 2023 outlook and
all underlying assumptions, our proposal
to acquire Life Storage, Inc. (“Life Storage”), our expected acquisition,
disposition, development, and redevelopment activity, supply and demand for our self-storage facilities, information
relating to operating trends in our markets, expectations regarding operating expenses, including property tax changes,
expectations regarding the impacts from inflation and a potential future recession, our strategic priorities, expectations with
respect to financing activities, rental rates, cap rates, and yields, leasing expectations, our credit ratings, and all other
statements other than statements of historical fact. Such statements are based on management’s beliefs and assumptions
made based on information currently available to management and may be identified by the use of the words
“expects,” “believes,” “anticipates,” “should,” “estimates,” and similar expressions.

These forward-looking statements involve known and unknown risks and uncertainties, which may cause our
actual results and performance to be materially different from those expressed or implied in the forward-looking
statements. Risks and uncertainties that may impact future results and performance include, but are not limited to, those
described in Part 1, Item 1A, “Risk Factors” of this report and in our other filings with the Securities and Exchange
Commission (the “SEC”). These include changes in demand for our facilities, impacts of natural disasters, adverse changes
in laws and regulations including governing property tax, evictions, rental rates, minimum wage levels, and insurance, our
ability to consummate acquisition transactions, including our proposed acquisition of Life Storage, and to realize the
intended benefits of such transactions, adverse economic effects from the COVID-19 Pandemic, international military
conflicts, or similar events impacting public health and/or economic activity, increases in the costs of our primary customer
acquisition channels, adverse impacts to us and our customers from inflation, unfavorable foreign currency rate
fluctuations, changes in federal or state tax laws related to the taxation of REITs, security breaches, including ransomware,
or a failure of our networks, systems, or technology.

These forward looking statements speak only as of the date of this report or as of the dates indicated in the
statements. All of our forward-looking statements, including those in this report, are qualified in their entirety by this
cautionary statement. We expressly disclaim any obligation to update publicly or otherwise revise any forward-looking
statements, whether as a result of new information, new estimates, or other factors, events, or circumstances after the date
of these forward looking statements, except when expressly required by law. Given these risks and uncertainties, you
should not rely on any forward-looking statements in this report, or which management may make orally or in writing from
time to time, neither as predictions of future events nor guarantees of future performance.

General Discussion of our Business

Public Storage (referred to herein as the “Company,” “we,” “us,” or “our”), a Maryland real estate investment
trust that has elected to be taxed as a real estate investment trust (“REIT”), was organized in 1980. Our principal business
activities include the ownership, development, and operation of self-storage facilities and other related operations including
tenant reinsurance and third-party self-storage management. We are the industry leading owner and operator of self-storage
properties, with the most recognized brand in the self-storage industry, including our ubiquitous orange color.

Self-storage Operations:

We acquire, develop, own, and operate self-storage facilities, which offer storage spaces for lease on a month-to-
month basis, for personal and business use. We are the largest owner and operator of self-storage facilities in the United
States (“U.S.”), with physical presence in most major markets and 40 states. We believe our scale, brand name, and
technology platform afford us competitive advantages. At December 31, 2022, we held interests in and consolidated 2,869
self-storage facilities (an aggregate of 204 million net rentable square feet of space) operating under the Public Storage®
name.

1

Other Operations:

We manage insurance programs whereby customers at our facilities, including those we manage for third parties,
have the option of purchasing insurance from a non-affiliated insurance company to cover certain losses to their stored
goods. A wholly-owned, consolidated subsidiary of Public Storage fully reinsures these policies and thereby assumes all
risk of losses under the policies. This subsidiary receives from the non-affiliated insurance company reinsurance premiums
substantially equal to the premiums collected from our tenants. These policies cover claims for losses related to specified
events up to a maximum limit of $5,000 per storage unit. We reinsure all risks in this program but purchase insurance from
an independent third party insurer to cover this exposure for a limit of $15.0 million for losses in excess of $5.0 million per
occurrence. At December 31, 2022, there were approximately 1.2 million certificates of insurance held by our self-storage
customers, representing aggregate coverage of approximately $5.6 billion.

At December 31, 2022, we managed 114 facilities for third parties, and were under contract to manage 78
additional facilities including 73 facilities that are currently under construction. In addition, we sell merchandise, primarily
locks and cardboard boxes at our self-storage facilities.

We hold a 35% interest in Shurgard Self Storage Limited (“Shurgard”). Shurgard is a public company traded on
Euronext Brussels under the “SHUR” symbol. At December 31, 2022, Shurgard owned and operated 266 self-storage
facilities (15 million net rentable square feet) located in seven countries in Western Europe under the Shurgard® name. We
previously held a significant equity interest in PS Business Parks, Inc. (“PSB”), which we sold in July 2022 in connection
with PSB’s merger with an unaffiliated third party.

For all periods presented herein, we have elected to be treated as a REIT, as defined in the Internal Revenue Code
of 1986, as amended (the “Code”). For each taxable year in which we qualify for taxation as a REIT, we will not be subject
to U.S. federal corporate income tax on our “REIT taxable income” (generally, taxable income subject to specified
adjustments, including a deduction for dividends paid and excluding our net capital gain) that is distributed to our
shareholders. We believe we met these requirements in all periods presented herein and we expect to continue to qualify as
a REIT.

We file annually with the SEC annual reports on Form 10-K, which include consolidated financial statements
certified by our independent registered public accountants. We also file quarterly with the SEC quarterly reports on Form
10-Q, which include unaudited consolidated financial statements. We expect to continue such reporting.

On our website, www.publicstorage.com, we make available, free of charge, our annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K, definitive proxy statements, and other reports required to be
filed with or furnished to the SEC, as well as all supplements and amendments to those filings, as soon as reasonably
practicable after the filings, supplements, and amendments are electronically filed with or furnished to the SEC. The
information contained on our website is not a part of, or incorporated by reference into, this Annual Report on Form 10-K.

Competition

Ownership and operation of self-storage facilities is highly fragmented. As the largest owner of self-storage
facilities, we believe that we own approximately 9% of the self-storage square footage in the U.S. and that collectively the
five largest self-storage owners in the U.S. own approximately 20%, with the remaining 80% owned by regional and local
operators. We believe our Public Storage® brand awareness, as well as our digital customer experience described below,
provide us with a competitive advantage in acquiring and retaining customers relative to other self-storage operators.

The high level of ownership fragmentation in the industry is partially attributable to the relative simplicity of
managing a local self-storage facility, such that small-scale owners can operate self-storage facilities at a basic level of
profitability without significant managerial or operational infrastructure. Our facilities compete with nearby self-storage
facilities owned by other operators, who use marketing channels, including Internet advertising, signage, and banners, and
offer services similar to ours. As a result, competition is significant and affects the occupancy levels, rental rates, rental
income, and operating expenses of our facilities. However, we believe that the economies of scale inherent in this business
result in our being able to operate self-storage facilities at a materially higher level of cash flow per square foot than other
operators without our scale.

2

Technology

We believe technology enables revenue optimization and cost efficiencies. Over the past few years we have
invested in additional technologies that we believe have enabled us to operate and compete more effectively by providing
customers with an enhanced digital experience.

Convenient shopping experience: Customers can conveniently shop for available storage space, reviewing
attributes such as facility location, size, amenities (such as climate-control), and pricing through the following marketing
channels:

•

•

•

Our Website: The online marketing channel is a key source of customers. Approximately 79% of our
move-ins in 2022 were sourced through our website and we believe that many of our other customers
who reserved directly through our customer care center or arrived at a facility and moved in without a
reservation, have reviewed our pricing and availability online through our website. We seek to update the
structure, layout, and content of our website regularly in order to enhance our placement in “unpaid”
search in Google and related websites, to improve the efficiency of our bids in “paid” search campaigns,
and to maximize users’ likelihood of reserving space on our website.

Our Customer Care Center: Our customer care center is staffed by skilled sales specialists and customer
service representatives. Customers reach our customer care center by calling our advertised toll-free
telephone numbers provided on search engines, from our website, the Public Storage App, or from our
in-store kiosks. We believe giving customers the option to interact with a live agent, despite the higher
marginal cost relative to a reservation made on our website, enhances our ability to close sales with
potential customers and results in greater satisfaction. We also have live Internet chat capability as
another channel
for our customers to engage our agents, cost effectively improving customer
responsiveness.

Our Properties: Customers can also shop for available space at any one of our facilities. Property
managers access the same information that is available on our website and to our customer care center
agents and can inform the customer of available space at that site or at our other nearby storage facilities.
Property managers are trained to maximize the conversion of such “walk in” shoppers into customers.
We are expanding the use of in-store kiosks to give customers the options of a full self-service
experience or a two-way video assisted service via our existing customer care center.

eRental® move-in process: To further enhance the move-in experience, we offer our eRental® process whereby
prospective tenants (including those who initially reserved a space) are able to execute their rental agreement from their
smartphone or computer and then go directly to their space on the move-in date. More than half of customers utilized our
eRental® process during 2022.

Public Storage App: We maintain an industry leading customer smartphone application. The Public Storage App

provides our customers with digital access to our properties, as well as payment and other account management functions.

Centralized information network: Our centralized reporting and information network enables us to identify
changing market conditions and operating trends and analyze customer data. Our network allows us to quickly change each
of our individual property’s pricing and promotions, and drive marketing spending, such as the relative level of bidding for
various paid search terms on paid search engines.

Growth and Investment Strategies

Our ongoing growth strategies consist of: (i) improving the operating performance of our existing self-storage
facilities, (ii) acquiring and developing facilities, and (iii) growing ancillary business activities including tenant reinsurance
and third-party management services. While our long-term strategy includes each of these elements, in the short term the
level of growth in our asset base in any period is dependent upon the cost and availability of capital, as well as the relative
attractiveness of available investment alternatives.

Improve the operating performance of existing facilities: We regularly update and enhance our strategies to
increase the net cash flow of our existing self-storage facilities through maximizing revenues and controlling operating
costs. We maximize revenues through striking the appropriate balance between occupancy and rates to new and existing

3

tenants by regularly adjusting (i) our promotional and other discounts, (ii) the rental rates we charge to new and existing
customers, and (iii) our marketing spending and intensity. We inform these pricing and marketing decisions by observing
their impact on web and customer care center traffic, reservations, move-ins, move-outs, tenant length of stay, and other
indicators of response. The size and scope of our operations have enabled us to achieve high operating margins and a low
level of administrative costs relative to revenues through the centralization of many functions, such as facility maintenance,
employee compensation and benefits programs, revenue management, and the development and documentation of
standardized operating procedures.

Acquire existing properties: We seek to capitalize on the fragmentation of the self-storage industry through
acquiring attractively priced, well-located existing self-storage facilities. We believe our presence in and knowledge of
substantially all of the major markets in the U.S. enhances our ability to identify attractive acquisition opportunities. Data
on the rental rates and occupancy levels of our existing facilities provide us an advantage in evaluating the potential of
acquisition opportunities. Our aggressiveness in bidding for particular marketed facilities depends upon many factors
including the potential for future growth, the quality of construction and location, the cash flow we expect from the facility
when operated on our platform, how well the facility fits into our current geographic footprint, and our return on capital
expectations.

Develop new self-storage facilities and expand existing facilities: The development of new self-storage locations
and the expansion of existing facilities has been an important source of our growth. Our operating experience in major
markets and experience in stabilizing new properties provides us advantages in developing new facilities. We plan to
increase our development activity when we identify attractive risk adjusted return profiles with yields above those of
acquisitions. However, our level of development is dependent upon many factors, including the cost and availability of
land, the cost and availability of construction materials and labor, zoning and permitting limitations, our cost of capital, the
cost of acquiring facilities relative to developing new facilities, and local demand and economic conditions.

Grow ancillary business activities: We pursue growth initiatives aimed at increasing our insurance offering
coverage for tenants who choose to protect their stored items against loss and desire to maximize their storage experience.
As we grow our self-storage portfolio we have the opportunity to increase the growth profile of our tenant reinsurance
business.

Our third party management business enables us to generate revenues through management fees, expand our
presence, increase our economies of scale, promote our brand, and enhance our ability to acquire additional facilities over
the medium and long-term as a result of strategic relationships forged with third-party owners.

Compliance with Government Regulations

We are subject to various laws, ordinances, and regulations, including various federal, state, and local regulations
that apply generally to the ownership of real property and the operation of self-storage facilities. These include various
laws and regulations concerning environmental matters, labor matters, and employee safety and health matters. Further, our
insurance activities are subject
to state insurance laws and regulations as determined by the particular insurance
commissioner for each state in accordance with certain federal regulations.

into the environment and the remediation of

We are committed to a long-term environmental stewardship program that reduces emissions of hazardous
materials
including
environmentally-friendly capital initiatives and building and operating properties with high structural resilience and low
obsolescence. We accrue environmental assessments and estimated remediation costs when it is probable that such efforts
will be required and the related costs can be reasonably estimated. Our current practice is to conduct environmental
investigations in connection with property acquisitions. Although there can be no assurance, we are not aware of any
environmental contamination of any of our facilities that individually or in the aggregate would be material to our overall
business, financial condition, or results of operations.

identified existing environmental concerns,

Refer to Item 1A, “Risk Factors” below for a discussion of certain risks related to government regulations,
including risks related to environmental regulations, emergency regulations adopted in response to wildfires, flooding, or
public health crises that restrict access to our facilities or the rents we can charge our customers, wage regulations, income
tax regulations including relating to REIT qualification, and property tax regulations.

4

Aside from the regulations discussed therein, we are not aware of any government regulations that have resulted
or that we expect will result in compliance costs that had or will have a material effect on our capital expenditures,
earnings, or competitive position.

(cid:25)(cid:65)(cid:57)(cid:45)(cid:58) (cid:20)(cid:45)(cid:60)(cid:53)(cid:64)(cid:45)(cid:56) (cid:35)(cid:49)(cid:63)(cid:59)(cid:65)(cid:62)(cid:47)(cid:49)(cid:63)

Our employees are the foundation of our business and fundamental to our ability to execute our corporate
strategies and build long-term value for our stakeholders. In order to maintain a strong foundation, our key human capital
management objectives are to attract, develop, and retain the highest quality talent. We achieve these objectives by
committing to our employees to provide a diverse and inclusive workplace, regular and open communication, competitive
and supportive compensation and benefits programs, and opportunities for career growth and development. Together with
our core values of doing the right thing and integrity in all that we do, which serve as the cornerstone of our corporate
culture, we believe that this commitment facilitates employee engagement and their commitment to Public Storage.

We have approximately 5,900 employees, including 5,090 customer facing roles (such as property level and

customer care center personnel), 380 field management employees, and 430 employees in our corporate operations.

The following is an overview of our key programs and initiatives focused on attracting, developing, and retaining

the highest quality talent:

(cid:9)(cid:33)(cid:45)(cid:29)(cid:41)(cid:42)(cid:33)(cid:43)(cid:48) (cid:25)(cid:37)(cid:28) (cid:14)(cid:37)(cid:27)(cid:35)(cid:44)(cid:42)(cid:33)(cid:38)(cid:37)

We are committed to creating an inclusive and diverse workplace where all employees feel valued, included, and
excited to be part of a best-in-class team. Our employees come from all different races, backgrounds, and life experiences,
and we celebrate inclusion and value the diversity each person brings to Public Storage. Our commitment to diversity and
inclusion makes us a stronger company and instills a sense of pride across our teams as we serve our customers.

In 2021, our Chief Executive Officer signed the CEO Action for Diversity & Inclusion pledge, reflecting our
commitment to foster an environment where everyone feels valued and included. This commitment extends not just
throughout Public Storage but across the real estate industry. In this regard, in 2022, we made a founding donor
contribution to the Nareit Dividends through Diversity, Equity & Inclusion Giving Campaign, which is directed at taking
actionable and sustainable measures that support the recruitment, inclusion, development, and advancement of women,
black professionals, other people of color, ethnically diverse individuals, and members of other under-represented groups
in REITs and the publicly traded real estate industry.

Public Storage hires based on skills, personality, and experience, without regard to age, gender, race, ethnicity,
religion, sexual orientation, or other protected characteristic. We maintain policies regarding diversity, equal opportunity,
pay-for-performance, discrimination, harassment, and labor (including opposition to child, forced, and compulsory labor).
We also maintain a policy of requiring that diverse candidate slates be considered for all director positions and above.

Adherence to our practice of hiring “the best” has fostered a diverse and inclusive employee base that reflects the
diversity of the customers we serve. Our commitment to diversity is evident at all levels of the organization. Additionally,
by having a balanced mix of generations in the organization, we gain from the experiences each age group brings – our
employees are 9% Boomer, 38% Gen X, 36% Gen Y and 17% Gen Z.

We publicly disclose our annual Consolidated EEO-1 report, which reflects the race, ethnicity, and gender

composition of our workforce, on the Investor Relations section of our website.

5

Communication and Engagement

Given the geographically dispersed nature of our business, regular and clear communication is critical to ensuring
that employees feel informed, included, and engaged. We communicate through various channels, including email
communications, a monthly newsletter and town halls, where we provide employees company strategy and performance
updates, employee recognitions and other information and the opportunity to ask questions of our leaders.

In order to better understand the effectiveness of our engagement strategies, we conduct various surveys that
measure employee commitment, motivation, and engagement, and solicit employee feedback that helps us improve.
In
2022, 85% of our employees participated in our employee engagement survey, an increase from 80% in 2021, and we
achieved employee engagement of 76%. We are committed to continuous listening and improvement for our employees,
and our feedback tools have guided enhancements for our employees, including the development of additional career
progression opportunities and enhancements to our employee compensation and benefits programs.

We believe that the success of our engagement strategies can also be seen through third party surveys and
recognition. Among other recognitions, we are proud to be named in 2022 a Great Place to Work® and included on the
2022 Forbes and Statista “America’s Best Large Employers” award list. We have also been recognized by Comparably,
Inc. as a “Choice Employer” with an “A+” Culture Score based on employee responses across 18 culture metrics, among
other recognitions.

Compensation, Health, Wellness, and Safety

Public Storage maintains compensation and benefits programs designed to incentivize, reward, and support our
employees. We believe in aligning employee compensation with our short- and long-term performance goals and providing
the compensation and incentives needed to attract, motivate, and retain employees who are crucial to our success. We tailor
our compensation programs to each employee group to ensure competitiveness in the market and to drive employee
engagement.

We are committed to the total well-being of all our employees and provide resources to help support them in times
of need along with access to targeted solutions to help them achieve their personal and financial goals. We provide
affordable health plans and programs to virtually all our employees. Anyone working 20 hours or more is eligible to
participate in our health benefit offerings, which include medical, dental, vision, flexible and health savings accounts,
discount programs, and income protection plans. We also offer a 401(k) plan with generous matching employer
contributions to help our employees prepare for retirement. In addition to these programs, we maintain various employee
support programs, including access to counseling, life planning tools, and discount programs for fitness, legal services, and
home, auto, and pet insurance. Finally, we offer a range of educational tools and resources, including a dedicated health
and wellness website, to help empower our employees to maintain a healthy and balanced lifestyle.

We are committed to providing safe self-storage facilities for our customers and employees. We conduct monthly
safety trainings at all of our properties and an annual safety training at our headquarters. We did not have any fatal injuries
in 2022 and we publicly disclose our employee health and safety data in our annual Sustainability Report.

Training, Development, Growth, and Recognition

We provide robust training and development programs across all levels of Public Storage that are intended to
provide our employees with the skills, tools, and knowledge they need to not only grow as individuals but also contribute
to the value of the organization through strong engagement.

Most new hires join us as property managers without any experience in the self-storage industry. We provide a
hands-on new hire training program that provides close coaching and development. All new hires in leadership roles
complete property-level training that gives them a hands-on view of our day-to-day operations at our properties to provide
our leaders with an understanding of the fundamentals of our business and operations. We also provide numerous career
development opportunities for existing employees across Public Storage, including management training programs. Many
of our training and career development programs leverage our online learning platform of training courses and reference
materials. Public Storage employees completed over 430,000 formal training hours in 2022. In addition to formal training
programs, we also offer a variety of one-on-one coaching, job shadowing, and mentoring programs.

6

Performance Management and Succession Planning

Our performance management processes are designed to be collaborative, where employees and management
work together to plan, monitor, and review the employee’s objectives and career aspirations and set short- and long-term
goals to achieve outcomes. This process is continual, with regular opportunities for management and employees to give
and receive feedback.

Succession planning is a top priority for management and our Board of Trustees (our “Board”) to ensure business
continuity. Leaders at all levels review development opportunities, provide feedback, and facilitate career progression
conversations on an ongoing basis to ensure that employees can reach their full potential. Additionally, in 2022, we began
development of a new leadership accelerator program for women and diverse employees, which includes individual
mentorship and hands-on experiences directed at further enhancing our bench of women and minority leaders and
management succession planning.

No less than annually, the executive teams meet to review succession bench strength, calibrate talent, and provide
recommendations to prepare succession candidates for future leadership roles within the organization. This broad and
collaborative approach to talent management works to ensure opportunities are made available to employees to grow
outside of their current function and responsibilities.

Climate Change and Environmental Stewardship

We are committed to managing climate-related risks and opportunities. This commitment is a key component of
our recognition that we must operate in a responsible and sustainable manner that aligns with our long-term corporate
strategy and promotes our best interests along with those of our stakeholders, including our customers, investors,
employees, and the communities in which we do business.

Our management Environmental, Social, and Governance Steering Committee (our “Sustainability Committee”)
guides our commitment to sustainability and has primary responsibility for climate-related activities. The Sustainability
Committee reports to our Board and its Committees, which oversee all of our sustainability initiatives.

We consider potential environmental impacts—both positive and negative—in our decision making across the

business. The following features of our properties reflect our commitment to responsible environmental stewardship:

- Low environmental impact. Our property portfolio has an inherently light footprint. On average, one to two
Public Storage employees operate each property at any given time, and our customers are only occasionally on-site because
they do not work or reside there. As a result, our properties consume less energy, emit less carbon, use less water, and
produce less waste relative to other real estate types.

- Proactive Initiatives. Despite our light environmental footprint, we proactively strive to reduce our impact
further through initiatives such as “on demand” LED lighting, solar power generation, and low-water-use landscaping.
These are environmentally friendly initiatives that also generate economic returns on invested capital. Additionally, we
have recently partnered with The BRE Group to develop a green building certification program for self-storage facilities in
the U.S. through its BREEAM® validation and certification system.

- Low obsolescence. Our properties have retained functional and physical usefulness over many decades. In fact,
many customers favor our single-story, drive-up properties built in the 1970s and 1980s due to their central locations and
accessibility. This contrasts with other real estate types that require frequent reinvestment (i.e., capital expenditures) to stay
current with consumer preference, remain competitive with newer competition, offset heavier wear-and-tear by users, and
maintain structural operating efficiency.

- High structural resilience. We build and operate our properties to withstand the test of time, including general

aging and acute and chronic risks from rising water levels, changing temperatures, and natural disasters.

We measure and monitor our environmental impact and leverage sustainability measures to reduce this impact
while achieving cost efficiencies in our operations by implementing a range of energy, water, and waste management
initiatives. Many of these initiatives are integrated into our ongoing Property of Tomorrow capital investment program.

In regard to climate, we assess risks and opportunities in conjunction with ongoing operating and risk
management processes across the company. We give primary consideration to physical, regulatory, legal, market, and

7

reputational risks. Examples of these risks include heat/water stress, natural disasters, pandemics, temperature change, and
regulatory compliance. We are addressing potential heat stress risks (e.g., higher energy costs, more frequent power
outages, and impacts on our customers and workforce) through initiatives such as converting to LED lighting, solar power
generation installation, and analyzing battery storage and microgrids. We are addressing potential water stress risks (e.g.,
increased costs and decreased availability) through initiatives such as efficient plumbing systems, low-water use irrigation
systems, drought tolerant and native landscaping, water run-off controls, and storm water retention. We address the
remaining risks primarily through natural disaster resilient development, redevelopment, and capital expenditures.

We will continue to utilize our unique competitive advantages in furthering our environmental stewardship efforts

and addressing the effects of climate change. Our commitment includes:

•

•

•

•

•

•

•

expanding our greenhouse gas emissions inventory to include Scopes 1, 2, and 3 for the entire portfolio;

analyzing opportunities to work with our vendors and suppliers on emissions;

enhancing our internal processes and controls in anticipation of forthcoming SEC climate disclosure rules;

evaluating the feasibility of instituting well-founded medium and/or long-term greenhouse gas emissions
reduction targets or other science-based, climate-focused targets in a manner aligned with the ambitious carbon
reduction goals of the Paris Climate Agreement;

continuing to enhance our environmental management system to further infuse sustainability across our
organization, enhance our program, and bolster the results of our sustainability efforts;

continuing to provide regular updates to our stakeholders on our ongoing efforts through our annual Sustainability
Report; and

continuing publicly to disclose detailed information on our greenhouse gas emissions (consistent with TCFD
standards), including through the Carbon Disclosure Project, as well as information on energy and water usage,
green energy generation, and similar metrics.

Our annual Sustainability Report, which details our commitment to environmental stewardship along with our

results, performance and progress, is accessible on our website at www.publicstorage.com.

Cybersecurity

Public Storage devotes significant resources to protecting and continuing to improve the security of our computer
systems, software, networks, and other technology assets. Our security efforts are designed to preserve the confidentiality,
integrity, and continued availability of all information owned by, or in the care of, the Company and protect against, among
other things, cybersecurity attacks by unauthorized parties attempting to obtain access to confidential information, destroy
data, disrupt or degrade service, sabotage systems, or cause other damage.

Board Oversight

Our Board considers cybersecurity risk one of the most significant risks to our business. The Board has delegated
to the Audit Committee oversight of cybersecurity and other information technology risks affecting the Company. The
Audit Committee periodically evaluates our cybersecurity strategy to ensure its effectiveness. Management provides
quarterly reports to the Audit Committee regarding cybersecurity and other information technology risks, and the Audit
Committee in turn provides reports to the full Board.

As part of our Board refreshment efforts in recent years, we have focused on adding trustees with information
technology skills. Currently, ten members of our Board, including all four members of our Audit Committee, have
cybersecurity experience from their principal occupation or other professional experience. In addition, several members of
our Audit Committee have attended third-party director education courses on cybersecurity since 2021, including cyber risk
governance, and privacy issues and trends.

8

Cybersecurity Risk Identification and Management

A dedicated team of technology professionals works throughout the year to monitor all matters of risk relating to
cybersecurity. Our Chief Technology Officer and our Vice President, Management Information Systems, oversee our
information security program and report to our executive management team through our Chief Administrative Officer.
Their teams are responsible for leading enterprise-wide cyber resilience strategy, policy, standards, architecture, and
processes.

We identify and address information security risks by employing a defense-in-depth methodology, consisting of
both proactive and reactive elements, that provides multiple, redundant defensive measures and prescribes actions to take in
case a security control fails or a vulnerability is exploited. We leverage internal resources, along with strategic external
partnerships, to mitigate cybersecurity threats to the Company. We have partnerships for Security Operations Center (SOC)
services, penetration testing (PENTEST), incident response (IR), and various third-party assessments. We deploy both
commercially available solutions and proprietary systems to manage threats to our information technology environment
actively.

Our cybersecurity oversight infrastructure is part of our internal control environment and our controls include
information security standards. In addition, we are certified against top information security standards, specifically the
Payment Card Industry Data Security Standard (PCI DSS), to ensure we comply with this rigorous standard specifically for
the safe handling and protection of credit card data. Annually, we are assessed, either internally or by an independent third-
party, against the National Institute of Standards and Technology (NIST) Cyber Security Framework. We also have
policies and procedures to oversee and identify the cybersecurity risks associated with our use of third-party service
providers, including the regular review of SOC reports, relevant cyber attestations, and other independent cyber ratings.
These processes include technical controls and processes, as well as contractual mechanisms to mitigate risk. Additionally,
throughout the year, we utilize reports prepared by our external partners, which provide an independent ranking of our
cybersecurity maturity and coverage, to assess our cyber proficiency on an standalone basis and comparatively against
peers and other companies. Our cyber proficiency consistently ranks as “advanced.” We also regularly engage appropriate
external resources regarding emerging threats to navigate the diverse cybersecurity landscape.

In addition to ensuring adequate safeguards are in place to minimize the chance of a successful cyberattack, the
Company has established well-defined response procedures to address any cyber event that may occur despite these robust
safeguards. These response procedures are designed to identify, analyze, contain, and remediate such cyber incidents to
ensure a timely, consistent, and compliant response to actual or attempted data incidents impacting the Company. Recently,
the Company completed two separate Disaster Response and Business Continuity Plan exercises to validate our current
readiness, and the Company devotes appropriate resources and enlists partners to adapt to the evolving threat landscape.
Each year, the Company tests these response procedures, including through disaster response and business continuity plan
exercises, in our continuous effort to adapt to the evolving threat landscape. These exercises are intended to challenge and
validate our information security response and resources through simulated cybersecurity incidents, including engagement
of outside cybersecurity legal counsel, other third party partners, executive management, and our Board.

The Company takes data protection seriously and ensures every employee understands their role in keeping Public
Storage safe from cyber-attacks. We employ a robust information security and training program for our employees,
including mandatory computer-based training, regular internal communications, and ongoing end-user testing to measure
the effectiveness of our information security program. As part of this commitment, we require our employees to complete a
Cybersecurity Awareness eCourse and acknowledge our Information Security policy each year. In addition, we have an
established schedule and process for regular phishing awareness campaigns that are designed to emulate real-world
contemporary threats and provide immediate feedback (and, if necessary, additional training or remedial action) to
employees.

We have experienced no material information security breaches in the last three years. As such, we have not spent
any material amount of capital on addressing information security breaches in the last three years, nor have we incurred any
material expenses from penalties and settlements related to a material breach during this same time.

We believe we are adequately insured against losses related to a potential information security breach, and we

maintain cybersecurity insurance coverage that we believe is appropriate for the size and complexity of our business.

9

Seasonality

We experience minor seasonal fluctuations in the demand for self-storage space, with demand and rental rates
generally higher in the summer months than in the winter months. We believe that these fluctuations result in part from
increased moving activity during the summer months.

ITEM 1A.

Risk Factors

In addition to the other information in our Annual Report on Form 10-K, you should consider the risks described
below that we believe may be material to investors in evaluating the Company. This section contains forward-looking
statements, and in considering these statements, you should refer to the qualifications and limitations on our forward-
looking statements that are described in Item 1, “Business.”

Risks Related to Our Properties and Our Business

Natural disasters, terrorist attacks, civil unrest, or other events that could damage or otherwise disrupt our ability
to operate our facilities could adversely impact our business and financial results.

Natural disasters, such as earthquakes, fires, hurricanes, and floods, terrorist attacks, civil unrest, and other events
that damage our facilities or our customers' property, or that make our facilities temporarily unavailable, have in the past
and may in the future adversely impact our business and financial results. Damage and business interruption losses could
exceed the aggregate limits of our insurance coverage. In addition, because we self-insure a portion of our risks, losses
below a certain level may not be covered by insurance. See Note 14 to our December 31, 2022 consolidated financial
statements for a description of the risks of losses that are not covered by third-party insurance contracts. In addition,
customer perceptions about the risk of property loss from these events could negatively impact self-storage demand.

We are subject to risks from the consequences of climate change, including severe weather events, as well as the
transition to a low-carbon economy and other steps taken to prevent or mitigate climate change.

Our self-storage facilities are located in areas that may be subject to the direct impacts of climate change, such as
increased destructive weather events like floods, fires, and drought, which could result in significant damage to our
facilities, increased capital expenditures, increased expenses, reduced revenues, or reduced demand for our facilities.
Indirect impacts of climate change could also adversely impact our business, including through increased costs, such as
insurance costs or regulatory compliance costs. In addition, the ongoing transition to a low-carbon economy presents
certain risks for us and our customers, including stranded assets, increased costs, lower profitability, lower property values,
lower household wealth, and macroeconomic risks related to high energy costs and energy shortages, among other things.
Consistent with our commitment to sustainability in our business operations, we have undertaken a number of initiatives to
reduce emissions and energy consumption, water usage, and waste, including through our Property of Tomorrow program,
pursuant to which we are upgrading all of our older properties by the end of 2025, which has already resulted in investment
of approximately $370 million in improvements through December 31, 2022. In addition, we have made investments in
LED lighting and the installation of solar panels of approximately $100 million since 2021 through December 31, 2022.
Governmental, political, and societal pressures, including expectations of institutional and activist investors and other
interest groups, could require us to accelerate our initiatives and, with it, the costs of their implementation. These same
potential governmental, political, and social pressure could in the future result in (i) costly changes to newly developed
facilities or retrofits of our existing facilities to reduce carbon emissions through multiple avenues, including changes to
insulation, space configuration, lighting, heating, and air conditioning, (ii) increased energy costs as a result of transitioning
to less carbon-intensive, but more expensive, sources of energy to operate our facilities, and (iii) consumers reducing their
individual carbon footprints by owning fewer durable material consumer goods, collectibles, and other such items requiring
storage, resulting in a reduced demand for our self-storage space. In addition, our reputation and investor relationships
could be damaged as a result of our involvement with activities perceived to be causing or exacerbating climate change, as
well as any decisions we make to continue to conduct or change our activities in response to considerations relating to
climate change.

Operating costs, including property taxes, could increase.

We could be subject to increases in property or other taxes, repair and maintenance costs, payroll, utility costs,
insurance premiums, workers compensation, and other operating expenses due to various factors such as inflation, labor
shortages, commodity and energy price increases, weather, increases to minimum wage rates, supply chain disruptions, and

10

changes to governmental safety and real estate use limitations and other governmental actions. Our property tax expense,
which totaled approximately $386.7 million during the year ended December 31, 2022, generally depends upon the
assessed value of our real estate facilities as determined by assessors and government agencies and, accordingly, could be
subject to substantial increases if such agencies change their valuation approaches or opinions or if new laws are enacted,
especially if new approaches are adopted or laws are enacted that result in increased property tax assessments in states or
geographies where we have a high concentration of facilities. See also “We have exposure to increased property tax in
California” below.

The acquisition of existing properties or self-storage operating companies is subject to risks that may adversely
affect our growth and financial results.

We have acquired self-storage facilities and self-storage operating companies in the past, and we expect to
continue to do so in the future. We face significant competition for suitable acquisition properties and companies from
other real estate investors, including operating companies and private equity funds. As a result, we may be unable to
acquire the companies or additional properties we desire or the purchase price for desirable companies or properties may be
significantly increased. Failures or unexpected circumstances in integrating facilities or companies that we acquire, or
circumstances we did not detect or anticipate during due diligence, such as environmental matters, needed repairs or
deferred maintenance, customer collection issues, assumed liabilities, turnover of critical personnel involved in acquired
operating companies, or the effects of increased property tax following reassessment of a newly-acquired property, as well
as the general risks of real estate investment and mergers and acquisitions, could jeopardize realization of the anticipated
earnings from an acquisition.

On February 5, 2023, we disclosed that we have made a proposal to acquire all of the outstanding shares and units
of Life Storage for consideration consisting of our common shares. Our public offer followed prior rebuffs by Life Storage
of our attempts to negotiate privately, and on February 16, 2023, Life Storage announced it had rejected the offer. While
we currently intend to engage in discussions with Life Storage, there can be no assurance that Life Storage will engage
with us regarding our proposal or that we and Life Storage will agree to an acquisition transaction. Additionally, Life
Storage can avail itself of various takeover defenses, including the ability unilaterally to classify its board of trustees under
the Maryland Unsolicited Takeover Act (MUTA). Even if we reach an agreement with Life Storage, there can be no
assurance that the conditions to closing such transaction would be satisfied in a timely manner or at all. Further, if a
transaction is consummated, there can be no assurance that we will realize the benefits we hope to achieve through the
transaction, and the complexities of combining the two companies may result in unknown liabilities and unforeseen
increased expenses. If a transaction is not consummated, we nevertheless may incur significant costs associated with our
pursuit of the transaction.

Our development program subjects us to risks.

At December 31, 2022, we had a pipeline of development projects totaling $979.6 million (subject

to
contingencies), and we expect to continue to seek additional development projects. There are significant risks involved in
developing self-storage facilities, such as delays or cost increases due to changes in or failure to meet government or
regulatory requirements, failure of revenue to meet our underwriting estimates, delays caused by weather issues,
unforeseen site conditions, or personnel problems. Self-storage space is generally not pre-leased, and rent-up of newly
developed space can be delayed or ongoing cash flow yields can be reduced due to competition, reductions in storage
demand, or other factors.

There is significant competition among self-storage operators and from other storage alternatives.

Our self-storage facilities generate most of our revenue and earnings. Significant competition from self-storage
operators, property developers, and other storage alternatives may adversely impact our ability to attract and retain
customers and may negatively impact our ability to generate revenue. Competition in the local market areas in which many
of our properties are located is significant and affects our occupancy levels, rental rates, and operating expenses. There is
also an increasing influx of capital from outside financing sources driving more money, development, and supply into the
industry. Development of self-storage facilities may increase, which may intensify competition as newly developed
facilities are opened. Development of self-storage facilities by other operators could increase, due to increases in
availability of funds for investment or other reasons, and further intensify competition.

11

Demand for self-storage facilities may be affected by customer perceptions and factors outside of our control.

Significantly lower logistics costs could introduce new competitors, such as valet-style storage services, which
may reduce the demand for traditional self-storage. Customer preferences and/or needs for self-storage could change,
decline, or shift to other product types, thereby impacting our business model and ability to grow and/or generate revenues.
Shifts in population and demographics could cause the geographical distribution of our portfolio to be suboptimal and
affect our ability to maintain occupancy and attract new customers. Security incidents could result in the perception that
our properties are not safe. If our customers do not feel our properties are safe, they may select competitors for their self-
storage needs, or if there is an industry perception of inadequate security generally, customer use of self-storage could be
negatively impacted.

Our newly developed and expanded facilities, and facilities that we manage for third party owners, may negatively
impact the revenues of our existing facilities.

We continue to develop new self-storage facilities and expand our existing self-storage facilities. In addition, we
are seeking to increase the number of self-storage facilities that we manage for third party owners in exchange for a fee,
many of which are in the process of stabilization and are near our existing stabilized self-storage facilities. In order to
hasten the fill-up of these new facilities, we aggressively price such space during the fill-up period. While we believe that
this aggressive pricing allows us to increase our market share relative to our competitors and increase the cash flows of
these properties, such pricing and the added capacity may also negatively impact our existing stabilized self-storage
facilities that are near these unstabilized facilities.

Many of our existing self-storage facilities may be at a competitive disadvantage to newly developed facilities.

There is a significant level of development of new self-storage facilities, by us and other operators. These newly
developed facilities are generally of high quality, with a more fresh and vibrant appearance, more amenities (such as
climate control), more attractive office configurations, newer elements, and a more attractive retail presence as compared to
many of our existing stabilized self-storage facilities, some of which were built as much as 50 years ago. Such qualitative
differentials may negatively impact our ability to compete with these facilities for new tenants and our existing tenants may
move to newly developed facilities.

We may incur significant liabilities from environmental contamination or moisture infiltration.

Existing or future laws impose or may impose liability on us to clean up environmental contamination on or
around properties that we currently or previously owned or operated, even if we were not responsible for or aware of the
environmental contamination or even if such environmental contamination occurred prior to our involvement with the
property. We have conducted preliminary environmental assessments on most of our properties, which have not identified
any material liabilities. These assessments, commonly referred to as “Phase 1 Environmental Assessments,” include an
investigation (excluding soil or groundwater sampling or analysis) and a review of publicly available information regarding
the site and other nearby properties.

We are also subject to potential liability relating to moisture infiltration, which can result in mold or other damage
to our or our customers’ property, as well as potential health concerns. When we receive a complaint or otherwise become
aware that an air quality concern exists, we implement corrective measures and seek to work proactively with our
customers to resolve issues, subject to our contractual limitations on liability for such claims.

We are not aware of any environmental contamination or moisture infiltration related liabilities at any of our
properties that could be material to our overall business, financial condition, or results of operation. However, we may not
have detected all material liabilities, we could acquire properties with material undetected liabilities, or new conditions
could arise or develop at our properties, any of which could result in a cash settlement or adversely affect our ability to sell,
lease, operate, or encumber affected facilities.

Economic conditions can adversely affect our business, financial condition, growth, and access to capital.

Economic downturns or adverse economic or industry conditions, including those related to high levels of
inflation, could adversely impact our financial results, growth, and access to capital. Our revenues and operating cash flow
can be negatively impacted by reductions in employment and population levels, household and disposable income, and

12

other general economic factors that lead to a reduction in demand for self-storage space in each of the markets in which we
operate.

Our ability to raise capital on attractive terms to fund our activities may be adversely affected by challenging
market conditions, including high interest rates resulting from government efforts to manage inflation. In periods when the
capital and credit markets experience significant volatility, the amounts, sources, and cost of capital available to us may be
adversely affected. If we were unable to raise capital at reasonable rates, prospective earnings growth through expanding
our asset base could be limited.

We have exposure to European operations through our ownership in Shurgard.

We own approximately 35% of the common shares of Shurgard, and this investment has a $275.8 million book
value and a $1.4 billion market value (based upon the closing trading price of Shurgard’s common stock) at December 31,
2022. We recognized $26.4 million in equity in earnings and received $37.8 million in dividends in 2022 with respect to
Shurgard.

Shurgard, as an owner, operator, and developer of self-storage facilities, is subject to many of the same risks we
are with respect to self-storage. However, through our investment in Shurgard, we are exposed to additional risks unique to
the various European markets in which Shurgard operates, which may adversely impact our business and financial results,
and many of which are referred to in Shurgard’s public filings. These risks include the following:

•

•

•

•

•

•

•

Currency risks: Currency fluctuations can impact the fair value of our investment in Shurgard, our equity
earnings, our ongoing dividends, and any other related repatriations of cash.

Legislative, tax, and regulatory risks: Shurgard is subject to a variety of local, national, and pan-European
laws and regulations related to permitting and land use, the environment, labor, and other areas, as well as
income, property, sales, and value added and employment tax. These laws and regulations can be difficult to
apply or interpret, can vary in each country or locality, and are subject to unexpected changes in their form
and application due to regional, national, or local political uncertainty and other factors. Such changes, or
Shurgard’s failure to comply with these laws, could subject it to penalties or other sanctions, adverse changes
in business processes, and, potentially, adverse income tax, property tax, or other tax burdens.

Impediments to capital repatriation could negatively impact the realization of our investment in Shurgard:
Laws in Europe and the U.S. may create, impede, or increase our cost to repatriate distributions received from
Shurgard or proceeds from the sale of Shurgard shares.

Risks of collective bargaining: Collective bargaining, which is prevalent in certain areas in Europe, could
negatively impact Shurgard’s labor costs or operations. Many of Shurgard’s employees participate in various
national unions.

Potential operating and individual country risks: Economic slowdowns or extraordinary political or social
change in the countries in which it operates have posed, and could continue to pose, challenges or result in
future reductions of Shurgard’s operating cash flows.

Liquidity of our ownership stake: We have no plans to liquidate our interest in Shurgard. However, while
Shurgard is a publicly held entity, if we chose to, our ability to liquidate our shares in Shurgard in an efficient
manner could be limited by the level of Shurgard’s public “float” relative to any ownership stake we sought
to sell. Our existing relationship with our legacy joint venture partner may place further contractual
limitations on our ability to sell all of the shares we own if we desired to do so.

Impediments of Shurgard’s public ownership structure: Shurgard’s strategic decisions, involving activities
such as borrowing money, capital contributions, raising capital from third parties, and selling or acquiring
significant assets, are determined by its board of directors. As a result, Shurgard may be precluded from
taking advantage of opportunities that we would find attractive but that we may not be able to pursue
separately, or it could take actions that we do not agree with.

13

Public health and other crises, such as the COVID-19 Pandemic, have adversely impacted, and may in the future
adversely impact, our business.

Our business is subject to risks from public health and other crises like the COVID-19 Pandemic, including,

among others:

•

•

•

•

•

•

risk of illness or death of our employees or customers;

negative impacts on economic conditions in our markets, which may reduce the demand for self-storage;

risk that there could be an out-migration of population from certain high-cost major markets;

government restrictions that (i) limit or prevent use of our facilities, (ii) limit our ability to increase rent or
otherwise limit the rent we can charge, (iii) limit our ability to collect rent or evict delinquent tenants, or (iv)
limit our ability to complete development and redevelopment projects;

risk that we could experience a change in the move-out patterns of our long-term customers due to economic
uncertainty and increases in unemployment, which could lead to lower occupancies and rent “roll down” as
long-term customers are replaced with new customers at lower rates; and

risk of negative impacts on the cost and availability of debt and equity capital, which could have a material
impact upon our capital and growth plans.

We have been and may in the future be adversely impacted by emergency regulations adopted in response to
significant events, such as natural disasters or public health crises, that could adversely impact our operations.

In response to significant events, local, state, and federal governments have and may in the future adopt
regulations that could impact our operations. For example, in response to wildfires in 2018 and 2019 and floods in 2023,
the State of California and some localities in California adopted temporary regulations that imposed certain limits on the
rents we could charge at certain of our facilities and the extent to which we could increase rents to existing tenants.
Similarly, in response to the COVID-19 Pandemic, certain localities adopted restrictions on the use of certain of our
facilities, limited our ability to increase rents, limited our ability to collect rent or evict delinquent tenants, and limited our
ability to complete development and redevelopment projects. Similar restrictions could be imposed in the future in
response to significant events and these restrictions could adversely impact our operations.

Our marketing and pricing strategies may fail to be effective or may be constrained by factors outside of our
control.

Marketing initiatives, including our increasing dependence on Google to source customers, may fail to be
effective and could negatively impact financial performance. Approximately 65% of our new storage customers in 2022
were sourced directly or indirectly through “unpaid” search and “paid” search campaigns on Google. We believe that the
vast majority of customers searching for self-storage use Google at some stage in their shopping experience. Google is
providing tools to allow smaller and less sophisticated operators to bid for search terms, increasing competition for self-
storage search terms. The predominance of Google in the shopping experience, as well as Google’s enabling of additional
competitors to bid for placements in self-storage search terms, may reduce the number of new customers that we can
procure, and/or increase our costs to obtain new customers.

In addition, the inability to utilize our pricing methodology due to regulatory or market constraints could also

significantly impact our financial results.

We are exposed to ongoing litigation and other legal and regulatory actions, which may divert management’s time
and attention, require us to pay damages and expenses or restrict the operation of our business.

We have approximately 5,900 employees and 1.8 million customers, and we conduct business at facilities in 40
states. As a result, we are subject to the risk of legal claims and proceedings (including class actions) and regulatory
enforcement actions across many jurisdictions in the ordinary course of our business and otherwise, and we could incur
significant liabilities and substantial legal fees as a result of these actions. Resolution of these claims and actions may
divert time and attention by our management and could involve payment of damages or expenses by us, all of which may

14

be significant, and could damage our reputation and our brand. In addition, any such resolution could involve our
agreement to terms that restrict the operation of our business. The results of legal proceedings cannot be predicted with
certainty. We cannot guarantee that losses incurred in connection with any current or future legal or regulatory proceedings
or actions will not exceed any provisions we may have set aside in respect of such proceedings or actions or any available
insurance coverage. Any such legal claims, proceedings, and regulatory enforcement actions could negatively impact our
operating results, cash flow available for distribution or reinvestment, and/or the price of our common shares.

In addition, through exercising their authority to regulate our activities, governmental agencies can otherwise

negatively impact our business by increasing costs or decreasing revenues.

Our failure to modernize and adopt advancements in information technology may hinder or prevent us from
achieving strategic objectives.

Our inability to adapt and deliver new capabilities in time with strategic requirements may cause the organization
to miss market competitive timing, first mover position, or to suffer material loss due to failed technology choices or
implementation.

The failure or disruption of our computer and communications systems, on which we are heavily dependent, could
significantly harm our business.

We are heavily dependent upon automated information technology and Internet commerce, with more than half of
our new customers coming from the telephone or over the Internet. We centrally manage significant components of our
operations with our computer systems, including our financial information, and we also rely extensively on third-party
vendors to retain data, process transactions, and provide other systems services. These systems are subject to damage or
interruption from power outages, computer and telecommunications failures, hackers, including through a ransomware
attack, computer worms, viruses, and other destructive or disruptive security breaches, and catastrophic events. Such
incidents could also result in significant costs to repair or replace such networks or information systems, as well as actual
monetary losses in case of a breach that resulted in fraudulent payments or other cash transactions. As a result, our
operations could be severely impacted by a natural disaster, terrorist attack, attack by hackers, acts of vandalism, data theft,
misplaced or lost data, programming or human error, or other circumstance that results in a significant outage of our
systems or those of our third party providers, despite our use of back up and redundancy measures.

If our confidential information is compromised or corrupted, including as a result of a cybersecurity breach, our
reputation and business relationships could be damaged, which could adversely affect our financial condition and
operating results.

In the ordinary course of our business we acquire and store sensitive data, including personally identifiable
information of our prospective and current customers and our employees. The secure processing and maintenance of this
information is critical to our operations and business strategy. Although we believe we have taken commercially reasonable
steps to protect the security of our confidential information, information security risks have generally increased in recent
years due to the rise in new technologies and the increased sophistication and activities of perpetrators of cyberattacks.
Despite our security measures, we have experienced security breaches due to cyberattacks and additional breaches could
occur in the future. In these cases, our information technology and infrastructure could be vulnerable and our or our
customers’ or employees’ confidential information could be compromised or misappropriated. Any such breach could
result in serious and harmful consequences for us or our tenants.

Our confidential information may also be compromised due to programming or human error or malfeasance. We
must continually evaluate and adapt our systems and processes to address the evolving threat landscape, and therefore there
is no guarantee that they will be adequate to safeguard against all data security breaches or misuses of data. In addition, as
the regulatory environment related to information security, data collection and use, and privacy becomes increasingly
rigorous, with new and changing requirements applicable to our business from multiple regulatory agencies at the local,
state, federal, or international level, compliance with those requirement could also result in additional costs, or we could
fail to comply with those requirements due to various reasons such as not being aware of them.

Any such access, disclosure, or other loss of information could result in legal claims or proceedings, liability
under laws that protect the privacy of personal information, regulatory penalties, disruption to our operations and the
services we provide to customers, or damage our reputation, any of which could adversely affect our results of operations,
reputation, and competitive position. In addition, our customers could lose confidence in our ability to protect their

15

personal information, which could cause them to discontinue leasing our self-storage facilities. Such events could lead to
lost future revenues and adversely affect our results of operations, or result in remedial and other costs, fines, or lawsuits,
which could be in excess of any available insurance that we have procured.

Ineffective succession planning for our CEO and executive management, as well as for our other key employees,
may impact the execution of our strategic plan.

We may not effectively or appropriately identify ready-now succession candidates for our CEO and executive
management team, which may negatively impact our ability to meet key strategic goals. Failure to implement succession
plans for other key employees may leave us vulnerable to retirements and turnover.

We may fail to protect our intellectual property adequately.

We maintain a portfolio of trademarks and trade dress that we believe are fundamental to the success of the Public
Storage® brand. While we actively seek to enforce and expand our rights, our trademark and trade dress could be deemed
generic and indistinct and lose protection. We also own and seek to protect other intellectual property, such as propriety
systems, processes, data, and other trade secrets that we have collected and developed in the course of operating our
business and that we believe provides us with various competitive advantages. Our protections could be inadequate or we
could lose rights to our other intellectual property and trade secrets. Competitor use of our trademarks and trade names
could lead to likelihood of confusion, tarnishment of our brand, and loss of legal protection for our marks.

Risks Related to Our Ownership, Organization and Structure

Takeover attempts or changes in control could be thwarted, even if beneficial to shareholders.

In certain circumstances, shareholders might desire a change in control or acquisition of us in order to realize a
premium over the then-prevailing market price of our shares or for other reasons. However, the following could prevent,
deter, or delay such a transaction:

•

•

•

Provisions of Maryland law may impose limitations that may make it more difficult for a third party to
negotiate or effect a business combination transaction or control share acquisition with Public Storage.
Currently, our Board has opted not to subject the Company to these provisions of Maryland law, but it could
choose to do so in the future without shareholder approval.

To protect against the loss of our REIT status due to concentration of ownership levels, our declaration of
trust generally limits the ability of a person, other than the Hughes family or “designated investment
entities” (each as defined in our declaration of trust), to own, actually or constructively, more than 3% of our
outstanding common shares or 9.9% of the outstanding shares of any class or series of preferred or equity
shares. Our Board may grant, and has previously granted, a specific exemption. These limits could
discourage, delay, or prevent a transaction involving a change in control of the Company not approved by our
Board.

Similarly, current provisions of our declaration of trust and powers of our Board could have the same effect,
including (1) limitations on removal of trustees, (2) restrictions on the acquisition of our shares of beneficial
interest, (3) the power to issue additional common shares, preferred shares, or equity shares on terms
approved by our Board without obtaining shareholder approval, (4) the advance notice provisions of our
bylaws, and (5) our Board’s ability under Maryland law, without obtaining shareholder approval,
to
implement takeover defenses that we may not yet have and to take, or refrain from taking, other actions that
could have the effect of delaying, deterring, or preventing a transaction or a change in control.

Holders of our preferred shares have dividend, liquidation, and other rights that are senior to the rights of the
holders of our common shares.

Holders of our preferred shares are entitled to cumulative dividends before any dividends may be declared or set
aside on our common shares. Upon liquidation, holders of our preferred shares will receive a liquidation preference of
$25,000 per share (or $25.00 per depositary share) plus any accrued and unpaid distributions before any payment is made
to the common shareholders. These preferences may limit the amount received by our common shareholders either from
ongoing distributions or upon liquidation. In addition, our preferred shareholders have the right to elect two additional

16

directors to our Board whenever dividends are in arrears in an aggregate amount equivalent to six or more quarterly
dividends, whether or not consecutive.

Preferred Shareholders are subject to certain risks.

Holders of our preferred shares have preference rights over our common shareholders with respect to liquidation
and distributions, which give them some assurance of continued payment of their stated dividend rate, and receipt of their
principal upon liquidation of the Company or redemption of their securities. However, holders of our Preferred Shares
should consider the following risks:

•

•

The Company has in the past, and could in the future, issue or assume additional debt. Preferred shareholders
would be subordinated to the interest and principal payments of such debt, which would increase the risk that
there would not be sufficient funds to pay distributions or liquidation amounts to the preferred shareholders.

The Company has in the past, and could in the future, issue additional preferred shares that, while pari passu
to the existing preferred shares, increases the risk that there would not be sufficient funds to pay distributions
to the preferred shareholders.

• While the Company has no plans to do so, if the Company were to lose its REIT status or no longer elect
REIT status, it would no longer be required to distribute its taxable income to maintain REIT status. If, in
such a circumstance, the Company ceased paying dividends, unpaid distributions to the preferred shareholders
would continue to accumulate. The preferred shareholders would have the ability to elect two additional
members to serve on our Board until the arrearage was cured. The preferred shareholders would not receive
any compensation (such as interest) for the delay in the receipt of distributions, and it is possible that the
arrearage could accumulate indefinitely.

•

Holders of our Preferred Shares have limited rights in the event the Company ceases to pay dividends to
shareholders, and have no rights with respect to a Company decision to discontinue listing the Preferred
Shares on a national securities exchange or file reports with the SEC, including following a change of control
transaction.

Risks Related to Government Regulations and Taxation

We would incur adverse tax consequences if we failed to qualify as a REIT, and we would have to pay substantial
U.S. federal corporate income taxes.

REITs are subject to a range of complex organizational and operational requirements. A qualifying REIT does not
generally incur U.S. federal corporate income tax on its “REIT taxable income” (generally, taxable income subject to
specified adjustments, including a deduction for dividends paid and excluding net capital gain) that it distributes to its
shareholders. Our REIT status is also dependent upon the REIT qualification of PSB through the end of its taxable year
ended December 31, 2022, as a result of our substantial ownership interest in it prior to the closing of the PSB merger with
and unaffiliated third party. We believe we have qualified as a REIT and we intend to continue to maintain our REIT
status.

However, there can be no assurance that we qualify or will continue to qualify as a REIT, because of the highly
technical nature of the REIT rules, the ongoing importance of factual determinations, the possibility of unidentified issues
in prior periods, or changes in our circumstances, as well as share ownership limits in our declaration of trust that do not
necessarily ensure that our shareholder base is sufficiently diverse for us to qualify as a REIT. For any year we fail to
qualify as a REIT, unless certain relief provisions apply (the granting of such relief could nonetheless result in significant
excise or penalty taxes), we would not be allowed a deduction for dividends paid, we would be subject to U.S. federal
corporate income tax on our taxable income, and generally we would not be allowed to elect REIT status until the fifth year
after such a disqualification. In addition, for tax years beginning after December 31, 2022, we would possibly also be
subject to certain taxes enacted by the Inflation Reduction Act of 2022 that are applicable to non-REIT corporations,
including the corporate alternative minimum tax and nondeductible one percent excise tax on certain stock repurchases.
Any taxes, interest, and penalties incurred would reduce our cash available for distributions to shareholders and could
negatively affect our stock price. However, for years in which we failed to qualify as a REIT, we would not be subject to
REIT rules that require us to distribute substantially all of our taxable income to our shareholders.

17

Dividends payable by REITs do not qualify for the preferential tax rates available for some dividends.

Dividends payable by REITs may be taxed at higher rates than dividends of non-REIT corporations. The
maximum U.S. federal
income tax rate for qualified dividends paid by domestic non-REIT corporations to U.S.
stockholders that are individuals, trusts, or estates is generally 20%. Dividends paid by REITs to such stockholders are
generally not eligible for that rate, but under current tax law, such stockholders may deduct up to 20% of ordinary
dividends (i.e., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT for
taxable years beginning before January 1, 2026. Although this deduction reduces the effective tax rate applicable to certain
dividends paid by REITs, such tax rate may still be higher than the tax rate applicable to regular corporate qualified
dividends. This may cause investors to view REIT investments as less attractive than investments in non-REIT
corporations, which in turn may adversely affect the value of the stock of REITs, including our stock.

Changes in tax laws could negatively impact us.

The United States Treasury Department and Congress frequently review federal

income tax legislation,
regulations and other guidance. We cannot predict whether, when, or to what extent new federal tax laws, regulations,
interpretations or rulings will be adopted, but these changes might include, in particular, increases in the U.S. federal
income tax rates that apply to us or our shareholders in certain circumstances, possibly with retroactive effect.

We may pay some taxes, reducing cash available for shareholders.

Even if we qualify as a REIT for U.S. federal corporate income tax purposes, we may be subject to some federal,
foreign, state, and local taxes on our income and property. Certain consolidated corporate subsidiaries of the Company
have elected to be treated as taxable REIT subsidiaries (“TRSs”) for U.S. federal corporate income tax purposes, and are
taxable as regular corporations and subject to certain limitations on intercompany transactions. If tax authorities determine
that amounts paid by our TRSs to us are not reasonable compared to similar arrangements among unrelated parties, we
could be subject to a 100% penalty tax on the excess payments, and ongoing intercompany arrangements could have to
change, resulting in higher ongoing tax payments. To the extent the Company is required to pay federal, foreign, state, or
local taxes, or federal penalty taxes due to existing laws or changes thereto, we will have less cash available for distribution
to shareholders.

In addition, certain local and state governments have imposed taxes on self-storage rent. While in most cases those
taxes are paid by our customers, they increase the cost of self-storage rental to our customers and can negatively impact our
revenues. Other local and state governments may impose self-storage rent taxes in the future.

We have exposure to increased property tax in California.

Approximately $767.2 million of our 2022 net operating income is from our properties in California, and we
incurred approximately $47.2 million in related property tax expense. Due to the impact of Proposition 13, which generally
limits increases in assessed values to 2% per year, the assessed value and resulting property tax we pay is less than it would
be if the properties were assessed at current values. From time to time, proposals have been made to reduce the beneficial
impact of Proposition 13, most recently in the November 2020 ballot. While this ballot initiative failed, there can be no
assurance that future initiatives or other legislative actions will not eliminate or reduce the benefit of Proposition 13 with
respect to our properties. If the beneficial effect of Proposition 13 were ended for our properties, our property tax expense
could increase substantially, adversely affecting our cash flow from operations and net income.

We are subject to new and changing legislation and regulations, including the California Privacy Rights Act
(CPRA).

We are subject to new and changing legislation and regulations, including the Americans with Disabilities Act of
1990 and legislation regarding property taxes, income taxes, REIT status, labor and employment, privacy, and lien sales at
the city, county, state, and federal level, which could materially impact our business and operations. Failure to comply with
applicable laws, regulations, and policies may subject us to increased litigation and regulatory actions and negatively affect
our business and operations or reputation.

On November 3, 2020, Californians passed a ballot measure that creates the California Privacy Rights Act
(“CPRA”). The CPRA amends and expands the California Consumer Privacy Act (CCPA), which went into effect on
January 1, 2020. The CPRA, which went into effect on January 1, 2023, provides new rights and amends existing rights

18

found in the CCPA. It also creates a new privacy enforcement authority, the California Privacy Protection Agency
(“CalPPA”). The CPRA grants the Attorney General and the CalPPA the authority to issue regulations on a wide range of
topics. It therefore remains unclear what, if any, modifications will be made to the CPRA or how it will be interpreted.
While we believe we have developed processes to comply with current privacy requirements, a regulatory agency may not
agree with certain of our implementation decisions, which could subject us to litigation, regulatory actions, or changes to
our business practices that could increase costs or reduce revenues. Other states have also enacted or are considering
enacting privacy laws similar to those passed in California. Similar laws may be implemented in other jurisdictions in
which we do business and in ways that may be more restrictive than those in California, increasing the cost of compliance,
as well as the risk of noncompliance, on our business.

Our tenant reinsurance business is subject to governmental regulation, which could reduce our profitability or limit
our growth.

We hold Limited Lines Self-Service Storage Insurance Agent licenses from a number of individual state
departments of insurance and are subject to state governmental regulation and supervision. Our continued ability to
maintain these Limited Lines Self-Service Storage Insurance Agent licenses in the jurisdictions in which we are licensed
depends on our compliance with related rules and regulations. The regulatory authorities in each jurisdiction generally
have broad discretion to grant, renew, and revoke licenses and approvals, to promulgate, interpret, and implement
regulations, and to evaluate compliance with regulations through periodic examinations, audits, and investigations of the
affairs of insurance agents. As a result of regulatory or private action in any jurisdiction, we may be temporarily or
permanently suspended from continuing some or all of our reinsurance activities, or otherwise fined, penalized, or subject
to an adverse judgment, which could reduce our net income.

ITEM 1B.

Unresolved Staff Comments

None.

19

ITEM 2.

Properties

At December 31, 2022, we had controlling ownership interests in 2,869 self-storage facilities located in 40 states

within the U.S.:

California

Southern

Northern

Texas

Florida

Illinois

Georgia

North Carolina

Virginia

Maryland
Washington

Colorado
Minnesota
New York

South Carolina
New Jersey

Ohio
Arizona

Michigan

Indiana
Missouri

Oklahoma
Tennessee

Oregon
Pennsylvania
Nevada
Massachusetts
Kansas
Other states (14 states)

Total (a)

At December 31, 2022

Number of Storage
Facilities

Net Rentable Square Feet
(in thousands)

258

182

414

338

133

122

107

118

105
104

86
65
69

72
60

60
56

51

46
43

36
42

44
35
32
28
24
139
2,869

19,159

11,592

35,191

23,499

8,645

8,267

7,848

7,781

7,678
7,300

6,414
5,206
4,809

4,312
4,098

3,987
3,939

3,740

3,016
2,845

2,692
2,625

2,566
2,501
2,210
1,976
1,462
8,859
204,217

(a) See Schedule III: Real Estate and Accumulated Depreciation in our consolidated financial statements included in this Annual
Report on Form 10-K, for a summary of land, building, accumulated depreciation, square footage, and number of properties by
market.

At December 31, 2022, five of our facilities with a net book value of $17 million were encumbered by an

aggregate of $10 million in mortgage notes payable.

The configuration of self-storage facilities has evolved over time. The oldest facilities are comprised generally of
multiple single-story buildings, and have on average approximately 500 primarily “drive up” spaces per facility, and a
small rental office. The most prevalent recently constructed facilities have higher density footprints with large, multi-story
buildings with climate control and 1,000 or more self-storage spaces, a more imposing and visible retail presence, and a

20

prominent and large rental office designed to appeal to customers as an attractive and retail-focused “store.” Our self-
storage portfolio includes facilities with characteristics of the oldest facilities, characteristics of the most recently
constructed facilities, and those with characteristics of both older and recently constructed facilities. Most spaces have
between 25 and 400 square feet and an interior height of approximately eight to 12 feet.

ITEM 3.

Legal Proceedings

For a description of the Company’s legal proceedings, see “Note 14. Commitments and Contingencies” to our

consolidated financial statements included in this Annual Report on Form 10-K.

ITEM 4.

Mine Safety Disclosures

Not applicable.

21

PART II

ITEM 5.
Equity Securities

Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of

Our common shares of beneficial interest (NYSE: PSA) have been listed on the NYSE since October 19, 1984. As

of February 16, 2023, there were approximately 10,071 holders of record of our common shares.

Our Board has authorized management to repurchase up to 35,000,000 of our common shares on the open market
or in privately negotiated transactions. From the inception of the repurchase program through February 21, 2023, we have
repurchased a total of 23,721,916 common shares (all purchased prior to 2010) at an aggregate cost of approximately
$679.1 million. Our common share repurchase program does not have an expiration date and there are 11,278,084 common
shares that may yet be repurchased under our repurchase program as of December 31, 2022. We have no current plans to
repurchase shares; however, future levels of common share repurchases will be dependent upon our available capital,
investment alternatives, and the trading price of our common shares.

Refer to Item 12. “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder

Matters” for information about our equity compensation plans.

ITEM 6.

[Reserved]

ITEM 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be

read in conjunction with our consolidated financial statements and notes thereto.

Critical Accounting Estimates:

The preparation of consolidated financial statements and related disclosures in conformity with U.S. generally
accepted accounting principles (“GAAP”) requires us to make judgments, assumptions, and estimates that affect the
amounts reported. On an ongoing basis, we evaluate our estimates and assumptions. These estimates and assumptions are
based on current facts, historical experience, and various other factors that we believe are reasonable under the
circumstances to determine reported amounts of assets, liabilities, revenues, and expenses that are not readily apparent
from other sources.

We believe the following are our critical accounting estimates, because they are reasonably likely to have a
material impact on the portrayal of our financial condition and results, and they require us to make judgments and estimates
about matters that involve a significant level of uncertainty.

Impairment of Long-Lived Assets: The analysis of impairment of our long-lived assets, including our real estate
facilities, involves identification of indicators of impairment, including unfavorable operational results and significant cost
overruns on construction, projections of future operating cash flows, and estimates of fair values, all of which require
significant judgment and subjectivity. In particular, these estimates are sensitive to significant assumptions, such as the
projections of future rental rates, stabilized occupancy level, future profit margin, discount rates, and capitalization rates,
all of which could be affected by our expectations about future market or economic conditions. Others could come to
materially different conclusions.

Allocating Purchase Price for Acquired Real Estate Facilities: We estimate the fair values of the assets and
liabilities of acquired real estate facilities, which consist principally of land and buildings, for purposes of allocating the
aggregate purchase price of acquired real estate facilities. We estimate the fair value of land based upon price per square
foot derived from observable transactions involving comparable land in similar locations as adjusted for location quality,
parcel size, and date of sale associated with the acquired facilities. The fair value estimate of land is sensitive to the
adjustments made to the land market transactions used in the estimate, particularly when there is a lack of recent
comparable land market data. For large portfolio acquisitions, we estimate the fair value of buildings primarily using the
income approach by estimating the fair value of hypothetical vacant acquired facilities and adjusting for the estimated fair
value of land. For individual and small portfolio acquisitions, we estimate the fair value of buildings primarily based upon
the estimated current replacement cost, which we calculate by estimating the replacement cost of new purpose-built self-
storage facilities in similar geographic regions and adjusting for age, quality, amenities, and configuration associated with

22

the buildings acquired. The fair value estimate of buildings is sensitive to assumptions used in both the income approach,
such as lease-up period, future stabilized operating cash flows, capitalization rate and discount rate, and in the replacement
cost approach, such as current cost adjustment, soft cost and developer profit estimates. Others could come to materially
different conclusions as to the estimated fair values of land and buildings, which would result in different depreciation and
amortization expense, gains and losses on sale of real estate assets, as well as the level of land and buildings on our
consolidated balance sheet.

Overview

Our self-storage operations generate most of our net income, and our earnings growth is impacted by the levels of
growth within our Same Store Facilities (as defined below) as well as within our Acquired Facilities and Newly Developed
and Expanded Facilities (both as defined below). Accordingly, a significant portion of management’s time is devoted to
maximizing cash flows from our existing self-storage facility portfolio.

During 2022, revenues generated by our Same Store Facilities increased by 14.8% ($409.9 million), as compared
to 2021, while Same Store cost of operations increased by 5.7% ($39.9 million). Demand and operating trends softened in
the second half of 2022 and returned to historical seasonal patterns as compared to what we experienced in 2020 and 2021.
We expect the trends to continue in 2023.

In addition to managing our existing facilities for organic growth, we have grown and plan to continue to grow
through the acquisition and development of new facilities and expansion of our existing self-storage facilities. Since the
beginning of 2020, we acquired a total of 368 facilities with 31.7 million net rentable square feet for $6.6 billion. In our
non-same store portfolio, we also have developed and expanded self-storage facilities of 17.7 million net rentable square
feet for a total cost of $1.6 billion. During 2022, net operating income generated by our Acquired Facilities and Newly
Developed and Expanded Facilities increased 98.2% ($226.3 million), as compared to 2021.

We have experienced recent inflationary impacts on our cost of operations, including labor, utilities, and repairs
and maintenance, and costs of development and expansion activities, and we may continue to experience such impacts in
the future. We have implemented various initiatives to manage the adverse impacts, such as enhancements in operational
processes and investments in technology to reduce payroll hours, achievement of economies of scale from recent
acquisitions with supervisory payroll allocated over a broader number of self-storage facilities, and investments in solar
power and LED lights to lower utility usage.

In order to enhance the competitive position of certain of our facilities relative to local competitors (including
newly developed facilities), we have embarked on our multi-year Property of Tomorrow program to (i) rebrand our
properties with more pronounced, attractive, and clearly identifiable color schemes and signage, (ii) enhance the energy
efficiency of our properties, and (iii) upgrade the configuration and layout of the offices and other customer zones to
improve the customer experience. We expect to complete the program by the end of 2025. We spent approximately
$189 million on the program in 2022 and expect to spend approximately $160 million in 2023 on this effort.

On April 24, 2022, PSB entered into an Agreement and Plan of Merger whereby affiliates of Blackstone Real
Estate (“Blackstone”) agreed to acquire all outstanding shares of PSB’s common stock for $187.50 per share in cash. On
July 20, 2022, PSB announced that it completed the merger transaction with Blackstone. Each share of PSB common stock
and each common unit of partnership interest we held in PSB were converted into the right to receive the merger
consideration of $187.50 per share or unit, including a $5.25 closing cash dividend per share or unit, and a $0.22 prorated
quarterly cash dividend per share or unit, for a total of $187.72 per share or unit. At the close of the merger transaction, we
received a total of $2.7 billion of cash proceeds and recognized a gain of $2.1 billion, which was classified within gain on
sale of our equity investment in PS Business Parks, Inc. in the Consolidated Statement of Income.

In connection with the sale of our equity investment in PSB, on August 4, 2022, we paid a special cash dividend

of $13.15 per common share, totaling approximately $2.3 billion, to shareholders of record as of August 1, 2022.

On February 5, 2023, we disclosed that we made a proposal to acquire all of the outstanding shares and units of
Life Storage for consideration consisting of Public Storage common shares at an exchange ratio of 0.4192 Public Storage
common shares for each outstanding Life Storage share or unit. Our public offer followed prior rebuffs by Life Storage of
our attempts to negotiate privately. For more detail about the proposal, please see our Current Report on Form 8-K filed
with the SEC on February 6, 2023. On February 16, 2023, Life Storage announced it had rejected the offer. We currently

23

intend to pursue the proposed transaction. In the event we enter into and consummate an acquisition of Life Storage, the
acquisition would have a significant impact on our future results of operations.

On February 4, 2023, our Board of Trustees declared a 50% increase in its regular common quarterly dividend
from $2.00 to $3.00 per share, payable on March 30, 2023 to shareholders of record as of March 15, 2023. The distribution
equates to an annualized increase to the Company’s regular common dividend from $8.00 to $12.00 per share.

Results of Operations

Operating Results for 2022 and 2021

In 2022, net income allocable to our common shareholders was $4,142.3 million or $23.50 per diluted common
share, compared to $1,732.4 million or $9.87 per diluted common share in 2021, representing an increase of
$2,409.9 million or $13.63 per diluted common share. The increase is due primarily to (i) a $2.1 billion gain on sale of our
equity investment in PSB and (ii) a $614.3 million increase in self-storage net operating income, partially offset by (iii) a
$174.7 million increase in depreciation and amortization expense, (iv) a $125.1 million decrease in equity in earnings of
unconsolidated real estate entities due to sale of our equity investment in PSB, and (v) a $45.5 million increase in interest
expense.

The $614.3 million increase in self-storage net operating income in 2022 as compared to 2021 is a result of a
$370.1 million increase attributable to our Same Store Facilities and a $244.2 million increase attributable to our non-same
store facilities. Revenues for the Same Store Facilities increased 14.8% or $409.9 million in 2022 as compared to 2021, due
primarily to higher realized annual rent per occupied square foot, partially offset by a decline in occupancy. Cost of
operations for the Same Store Facilities increased by 5.7% or $39.9 million in 2022 as compared to 2021, due primarily to
increased property tax expense, on-site property manager payroll expense, marketing expense, other direct property costs,
and centralized management costs. The increase in net operating income of $244.2 million for the non-same store facilities
is due primarily to the impact of facilities acquired in 2021 and the fill-up of recently developed and expanded facilities.

Operating Results for 2021 and 2020

In 2021, net income allocable to our common shareholders was $1,732.4 million or $9.87 per diluted common
share, compared to $1,098.3 million or $6.29 per diluted common share in 2020, representing an increase of $634.1 million
or $3.58 per diluted common share. The increase is due primarily to (i) a $437.4 million increase in self-storage net
operating income, (ii) a $209.7 million increase in foreign currency exchange gains associated with our Euro denominated
notes payable, and (iii) our $149.0 million equity share of gains on sale of real estate recorded by PSB in 2021, partially
offset by (iv) a $160.2 million increase in depreciation and amortization expense.

The $437.4 million increase in self-storage net operating income in 2021 as compared to 2020 is a result of a
$279.5 million increase in our Same Store Facilities and a $157.9 million increase in our non-Same Store Facilities.
Revenues for the Same Store Facilities increased 10.6% or $265.8 million in 2021 as compared to 2020, due primarily to
higher realized annual rent per available square foot and weighted average square foot occupancy. Cost of operations for
the Same Store Facilities decreased by 1.9% or $13.8 million in 2021 as compared to 2020, due primarily to (i) a 36.1%
($22.4 million) decrease in marketing expenses and (ii) an 11.2% ($14.4 million) decrease in on-site property manager
payroll. The increase in net operating income of $157.9 million for the Non-Same Store Facilities is due primarily to the
impact of facilities acquired in 2021 and 2020 and the fill-up of recently developed and expanded facilities.

24

Funds from Operations and Core Funds from Operations

Funds from Operations (“FFO”) and FFO per share are non-GAAP measures defined by Nareit. We believe that
FFO and FFO per share are useful to REIT investors and analysts in measuring our performance because Nareit’s
definition of FFO excludes items included in net income that do not relate to or are not indicative of our operating and
financial performance. FFO represents net income before depreciation and amortization, which is excluded because it is
based upon historical costs and assumes that building values diminish ratably over time, while we believe that real estate
values fluctuate due to market conditions. FFO also excludes gains or losses on sale of real estate assets and real estate
impairment charges, which are also based upon historical costs and are impacted by historical depreciation. FFO and FFO
per share are not a substitute for net income or earnings per share. FFO is not a substitute for net cash flow in evaluating
our liquidity or ability to pay dividends, because it excludes investing and financing activities presented on our
consolidated statements of cash flows. In addition, other REITs may compute these measures differently, so comparisons
among REITs may not be helpful.

For the year ended December 31, 2022, FFO was $16.46 per diluted common share as compared to $13.36 and
$9.75 per diluted common share for the years ended December 31, 2021 and 2020, respectively, representing an increase in
2022 of 23.2%, or $3.10 per diluted common share, as compared to 2021.

We also present “Core FFO” and “Core FFO per share” non-GAAP measures that represent FFO and FFO per
share excluding the impact of (i) foreign currency exchange gains and losses, (ii) charges related to the redemption of
preferred securities, and (iii) certain other non-cash and/or nonrecurring income or expense items primarily representing,
with respect to the periods presented below, the impact of loss contingency accruals and casualties, unrealized gain on
private equity investments and our equity share of merger transaction costs, severance of a senior executive, lease
termination income, and casualties from our equity investees. We review Core FFO and Core FFO per share to evaluate our
ongoing operating performance and we believe they are used by investors and REIT analysts in a similar manner.
However, Core FFO and Core FFO per share are not substitutes for net income and net income per share. Because other
REITs may not compute Core FFO or Core FFO per share in the same manner as we do, may not use the same terminology
or may not present such measures, Core FFO and Core FFO per share may not be comparable among REITs.

25

The following table reconciles net income to FFO and Core FFO and reconciles diluted earnings per share to FFO

per share and Core FFO per share:

Year Ended December 31,

Year Ended December 31,

2022

2021

Percentage
Change

2021

2020

Percentage
Change

(Amounts in thousands, except per share data)

Reconciliation of Net Income to FFO and Core
FFO:

Net income allocable to common shareholders

$ 4,142,288

$1,732,444

139.1 % $ 1,732,444

$ 1,098,335

57.7 %

Eliminate items excluded from FFO:

Depreciation and amortization

881,569

709,349

709,349

549,975

Depreciation from unconsolidated real estate

investments

Depreciation allocated to noncontrolling

interests and restricted share unitholders

Gains on sale of real estate investments,

54,822

73,729

73,729

70,681

(6,622)

(4,415)

(4,415)

(3,850)

including our equity share from investments

(54,403)

(165,272)

(165,272)

(12,791)

Gain on sale of equity investment in PS

Business Parks, Inc.

(2,116,839)

—

—

—

FFO allocable to common shares

$ 2,900,815

$2,345,835

23.7 % $ 2,345,835

$ 1,702,350

37.8 %

Eliminate the impact of items excluded from Core

FFO, including our equity share from
investments:

Foreign currency exchange (gain) loss

(98,314)

(111,787)

Preferred share redemption charge

—

31,604

Property losses and tenant claims due to

casualties (a)

Other items

4,817

(338)

4,909

(543)

(111,787)

31,604

4,909

(543)

97,953

48,265

—

4,412

Core FFO allocable to common shares

$ 2,806,980

$2,270,018

23.7 % $ 2,270,018

$ 1,852,980

22.5 %

Reconciliation of Diluted Earnings per Share to
FFO per Share and Core FFO per Share:

Diluted earnings per share

$

23.50

$

9.87

138.1 % $

9.87

$

6.29

56.9 %

Eliminate amounts per share excluded from FFO:

Depreciation and amortization

5.27

4.44

4.44

3.53

Gains on sale of real estate investments,

including our equity share from investments

(0.31)

(0.95)

(0.95)

(0.07)

Gain on sale of equity investment in PS

Business Parks, Inc.

(12.00)

—

—

FFO per share

$

16.46

$

13.36

23.2 % $

13.36

$

Eliminate the per share impact of items excluded
from Core FFO, including our equity share from
investments:

Foreign currency exchange (gain) loss

Preferred share redemption charge

Property losses and tenant claims due to

casualties (a)

Other items

Core FFO per share

(0.57)

—

0.03

—

(0.64)

0.18

0.03

—

(0.64)

0.18

0.03

—

$

15.92

$

12.93

23.1 % $

12.93

$

10.61

21.9 %

Diluted weighted average common shares

176,280

175,568

175,568

174,642

(a) Property losses and tenant claims due to casualties were related to Hurricane Ian in 2022, and Hurricane Ida in 2021, and were

included in general and administrative expenses and ancillary cost of operations on the Consolidated Statements of Income.

26

37.0 %

—

9.75

0.56

0.28

—

0.02

Analysis of Net Income - Self-Storage Operations

Our self-storage operations are analyzed in four groups: (i) the 2,276 facilities that we have owned and operated
on a stabilized basis since January 1, 2020 (the “Same Store Facilities”), (ii) 368 facilities we acquired since January 1,
2020 (the “Acquired Facilities”), (iii) 153 facilities that have been newly developed or expanded, or that had commenced
expansion by December 31, 2022 (the “Newly Developed and Expanded Facilities”), and (iv) 72 other facilities, which are
otherwise not stabilized with respect to occupancies or rental rates since January 1, 2020 (the “Other Non-same Store
Facilities”). See Note 13 to our December 31, 2022 consolidated financial statements “Segment Information,” for a
reconciliation of the amounts in the tables below to our total net income.

27

Self-Storage Operations

Summary

Revenues:

Same Store Facilities
Acquired Facilities
Newly Developed and Expanded Facilities
Other Non-Same Store Facilities

Cost of operations:

Same Store Facilities
Acquired Facilities
Newly Developed and Expanded Facilities
Other Non-Same Store Facilities

Net operating income (a):

Same Store Facilities
Acquired Facilities
Newly Developed and Expanded Facilities
Other Non-Same Store Facilities
Total net operating income

Depreciation and amortization expense:

Same Store Facilities
Acquired Facilities
Newly Developed and Expanded Facilities
Other Non-Same Store Facilities

Total depreciation and amortization

expense

Net income (loss):

Year Ended December 31,

Year Ended December 31,

2022

2021

Percentage
Change

2021

2020

Percentage
Change

(Dollar amounts and square footage in thousands)

$ 3,175,207
402,892
269,245
98,684
3,946,028

$ 2,765,263
161,364
197,058
79,881
3,203,566

14.8 % $ 2,765,263
161,364
149.7 %
197,058
36.6 %
23.5 %
79,881
23.2 % 3,203,566

$ 2,499,486
11,365
145,360
65,419
2,721,630

738,491
135,911
79,466
26,341
980,209

2,436,716
266,981
189,779
72,343
2,965,819

698,629
57,921
70,029
25,451
852,030

2,066,634
103,443
127,029
54,430
2,351,536

5.7 %
134.6 %
13.5 %
3.5 %
15.0 %

698,629
57,921
70,029
25,451
852,030

712,390
6,742
62,871
25,540
807,543

17.9 % 2,066,634
103,443
158.1 %
127,029
49.4 %
32.9 %
54,430
26.1 % 2,351,536

1,787,096
4,623
82,489
39,879
1,914,087

471,458
309,312
63,362
44,014

451,802
167,119
56,411
38,096

4.4 %
85.1 %
12.3 %
15.5 %

451,802
167,119
56,411
38,096

452,622
11,904
48,573
40,158

10.6 %
1319.8 %
35.6 %
22.1 %
17.7 %

(1.9)%
759.1 %
11.4 %
(0.3)%
5.5 %

15.6 %
2137.6 %
54.0 %
36.5 %
22.9 %

(0.2)%
1303.9 %
16.1 %
(5.1)%

888,146

713,428

24.5 %

713,428

553,257

29.0 %

Same Store Facilities
Acquired Facilities
Newly Developed and Expanded Facilities
Other Non-Same Store Facilities

1,965,258
(42,331)
126,417
28,329

1,614,832
(63,676)
70,618
16,334

21.7 % 1,614,832
(63,676)
(33.5)%
70,618
79.0 %
16,334
73.4 %

1,334,474
(7,281)
33,916
(279)

21.0 %
774.6 %
108.2 %
(5954.5)%

Total net income

$ 2,077,673

$ 1,638,108

26.8 % $ 1,638,108

$ 1,360,830

20.4 %

Number of facilities at period end:

Same Store Facilities
Acquired Facilities
Newly Developed and Expanded Facilities
Other Non-Same Store Facilities

Net rentable square footage at period end:

Same Store Facilities
Acquired Facilities
Newly Developed and Expanded Facilities
Other Non-Same Store Facilities

2,276
368
153
72
2,869

149,118
31,709
17,700
5,690
204,217

2,276
294
145
72
2,787

149,118
26,905
16,606
5,690
198,319

—
25.2 %
5.5 %
—
2.9 %

—
17.9 %
6.6 %
—
3.0 %

2,276
294
145
72
2,787

149,118
26,905
16,606
5,690
198,319

2,276
62
137
73
2,548

149,118
5,075
15,088
5,770
175,051

—
374.2 %
5.8 %
—
9.4 %

—
430.1 %
10.1 %
(1.4)%
13.3 %

28

(a) Net operating income or “NOI” is a non-GAAP financial measure that excludes the impact of depreciation and amortization
expense, which is based upon historical real estate costs and assumes that building values diminish ratably over time, while we
believe that real estate values fluctuate due to market conditions. We utilize NOI in determining current property values,
evaluating property performance, and in evaluating property operating trends. We believe that investors and analysts utilize NOI
in a similar manner. NOI is not a substitute for net income, operating cash flow, or other related financial measures, in evaluating
our operating results. See Note 13 to our December 31, 2022 consolidated financial statements for a reconciliation of NOI to our
total net income for all periods presented.

Same Store Facilities

The Same Store Facilities consist of facilities we have owned and operated on a stabilized level of occupancy,
revenues, and cost of operations since January 1, 2020. The composition of our Same Store Facilities allows us more
effectively to evaluate the ongoing performance of our self-storage portfolio in 2020, 2021, and 2022 and exclude the
impact of fill-up of unstabilized facilities, which can significantly affect operating trends. We believe investors and analysts
use Same Store information in a similar manner. However, because other REITs may not compute Same Store Facilities in
the same manner as we do, may not use the same terminology or may not present such a measure, Same Store Facilities
may not be comparable among REITs.

The following table summarizes the historical operating results of these 2,276 facilities (149.1 million net rentable
square feet) that represent approximately 73% of the aggregate net rentable square feet of our U.S. consolidated self-
storage portfolio at December 31, 2022. It includes various measures and detail that we do not include in the analysis of the
developed, acquired, and other non-same store facilities, due to the relative magnitude and importance of the Same Store
Facilities relative to our other self-storage facilities.

29

Selected Operating Data for the Same Store Facilities (2,276 facilities)

Year Ended December 31,

Year Ended December 31,

2022

2021

Percentage
Change

2021

2020

Percentage
Change

(Dollar amounts in thousands, except for per square foot data)

Revenues (a):

Rental income

$ 3,074,192

$ 2,683,116

14.6% $ 2,683,116

$ 2,415,822

Late charges and administrative fees

101,015

82,147

23.0%

82,147

83,664

Total revenues

3,175,207

2,765,263

14.8% 2,765,263

2,499,486

Direct cost of operations (a):

Property taxes

On-site property manager payroll

Repairs and maintenance

Utilities

Marketing

Other direct property costs

279,388

119,139

58,468

43,457

45,906

80,991

267,961

114,426

52,703

40,548

39,682

73,646

Total direct cost of operations

627,349

588,966

4.3%

4.1%

10.9%

7.2%

15.7%

10.0%

6.5%

267,961

114,426

52,703

40,548

39,682

73,646

258,453

128,819

50,700

41,345

62,101

68,332

588,966

609,750

Direct net operating income (b)

2,547,858

2,176,297

17.1% 2,176,297

1,889,736

Indirect cost of operations (a):

Supervisory payroll

Centralized management costs

Share-based compensation

(35,017)

(61,922)

(14,203)

(37,058)

(55,350)

(5.5)%

11.9%

(17,255)

(17.7)%

(37,058)

(55,350)

(17,255)

(40,965)

(49,129)

(12,546)

Net operating income

2,436,716

2,066,634

17.9% 2,066,634

1,787,096

Depreciation and amortization expense

(471,458)

(451,802)

4.4%

(451,802)

(452,622)

Net income

$ 1,965,258

$ 1,614,832

21.7% $ 1,614,832

$ 1,334,474

11.1%

(1.8)%

10.6%

3.7%

(11.2)%

4.0%

(1.9)%

(36.1)%

7.8%

(3.4)%

15.2%

(9.5)%

12.7%

37.5%

15.6%

(0.2)%

21.0%

Gross margin (before indirect costs,
depreciation and amortization expense)

Gross margin (before depreciation and
amortization expense)

Weighted average for the period:

80.2%

78.7%

1.9%

78.7%

75.6%

4.1%

76.7%

74.7%

2.7%

74.7%

71.5%

4.5%

Square foot occupancy

94.9%

96.3%

(1.5)%

96.3%

94.5%

1.9%

Realized annual rental income per (c):

Occupied square foot
Available square foot

At December 31:
Square foot occupancy

Annual contract rent per occupied
square foot (d)

$
$

21.73 $
20.61 $

18.67
17.99

16.4% $
14.6% $

18.67 $
17.99 $

17.15
16.20

8.9%
11.0%

92.4%

94.8%

(2.5)%

94.8%

94.2%

0.6%

$

23.02 $

19.96

15.3% $

19.96 $

17.81

12.1%

30

(a) Revenues and cost of operations do not include tenant reinsurance and merchandise sale revenues and expenses generated at the

facilities. See “Ancillary Operations” below for more information.

(b) Direct net operating income (“Direct NOI”), a subtotal within NOI, is a non-GAAP financial measure that excludes the impact of
supervisory payroll, centralized management costs, and share-based compensation in addition to depreciation and amortization
expense. We utilize direct net operating income in evaluating property performance and in evaluating property operating trends as
compared to our competitors.

(c) Realized annual rent per occupied square foot is computed by dividing rental income, before late charges and administrative fees,
by the weighted average occupied square feet for the period. Realized annual rent per available square foot (“REVPAF”) is
computed by dividing rental income, before late charges and administrative fees, by the total available net rentable square feet for
the period. These measures exclude late charges and administrative fees in order to provide a better measure of our ongoing level of
revenue. Late charges are dependent upon the level of delinquency, and administrative fees are dependent upon the level of move-
ins. In addition, the rates charged for late charges and administrative fees can vary independently from rental rates. These measures
take into consideration promotional discounts, which reduce rental income.

(d) Annual contract rent represents the agreed upon monthly rate that is paid by our tenants in place at the time of measurement.
Contract rates are initially set in the lease agreement upon move-in, and we adjust them from time to time with notice. Contract rent
excludes other fees that are charged on a per-item basis, such as late charges and administrative fees, does not reflect the impact of
promotional discounts, and does not reflect the impact of rents that are written off as uncollectible.

Analysis of Same Store Revenue

We believe a balanced occupancy and rate strategy maximizes our revenues over time. We regularly adjust rental
rates and promotional discounts offered (generally, “$1.00 rent for the first month”), as well as our marketing efforts to
maximize revenue from new tenants to replace tenants that vacate.

We typically increase rental rates to our long-term tenants (generally, those who have been with us for at least a
year) every six to twelve months. As a result, the number of long-term tenants we have in our facilities is an important
factor in our revenue growth. The level of rate increases to long-term tenants is based upon evaluating the additional
revenue from the increase against the negative impact of incremental move-outs, by considering customers’ in-place rent
and prevailing market rents, among other factors.

Revenues generated by our Same Store Facilities increased 14.8% and 10.6% in 2022 and 2021, respectively, in
each case as compared to the previous year. The increase in 2022 is due primarily to (i) a 16.4% increase in realized annual
rent per occupied square foot for 2022 as compared to 2021, partially offset by (ii) a 1.5% decrease in average occupancy
for 2022 as compared to 2021. The increase in 2021 is due primarily to (i) an 8.9% increase in realized annual rent per
occupied square foot for 2021 as compared to 2020 and, to a lesser extent, (ii) a 1.9% increase in average occupancy for
2021 as compared to 2020.

Our growth in revenues, realized annual rent per occupied square foot, and REVPAF for 2022 as compared to
2021 was evident in each of our markets. Our weighted average square foot occupancy remained strong across our markets
for 2022.

The increase in realized annual rent per occupied square foot in 2022 as compared to the same periods in 2021
was due to rate increases to existing long-term tenants in substantially all of our markets in 2022 as compared to curtailed
increases in certain markets in 2021, combined with a 6.2% increase in average rates per square foot charged to new
tenants moving in, as a result of strong customer demand in most of our markets. These improvements were partially offset
by increases in move-out activity and promotional discounts given during 2022 as compared to 2021. At December 31,
2022, annual contract rent per occupied square foot was 15.3% higher as compared to December 31, 2021.

We experienced high occupancy levels throughout 2022 with a weighted average square foot occupancy of 94.9%,
although representing a decrease of 1.5% during 2022 as compared to 2021. Year-over-year move-out volumes increased
9.7% and year-over-year move-in volumes increased 4.5% in 2022 as compared to 2021, leading to a lower square foot
occupancy at December 31, 2022 of 92.4% as compared to 94.8% at December 31, 2021.

Move-out volumes were partially impacted by rental rate increases to our existing tenants in 2022 as compared to
2021. However, move-out activity from tenants not receiving increases was also higher in 2022 compared to 2021 but
remains below pre-2020 levels. Average length of stay of our tenants increased in 2022 as compared to 2021, which
supported our revenue growth by contributing to the number of tenants eligible for rental rate increases in 2022.

31

In order to attract more new tenants to replace those that vacated in the second half of 2022, we took a number of
actions including increasing promotional discounting, reducing rental rates to new customers, and increasing marketing
expense.

Demand historically has been higher in the summer months than in the winter months and, as a result, rental rates
charged to new tenants have typically been higher in the summer months than in the winter months. More typical seasonal
patterns of demand with lower demand in the winter months returned in 2022. Demand fluctuates due to various local and
regional factors, including the overall economy. Demand for our facilities is also impacted by new supply of self-storage
space and alternatives to self-storage.

We expect weaker demand in 2023 as compared to 2022 driven by a weaker macroeconomic outlook and more
limited moving activities, with move-out activities and occupancy levels returning to pre-2020 levels. We will continue to
support demand levels with increased marketing expense,
lowering rental rates to new customers, and increased
promotional discounting. As a result, we expect revenue growth to decline significantly in 2023 as compared to high levels
of growth in 2022 and 2021. With a wide range of potential macroeconomic pathways for 2023, the range of potential
revenue growth rates is wide including the potential for year-over-year declines in revenue in the second half of 2023.

Late Charges and Administrative Fees

Late charges and administrative fees increased 23.0% in 2022 and decreased 1.8% in 2021, in each case as
compared to the previous year. The increase in 2022 is due to (i) higher late charges collected on delinquent accounts
driven by more delinquent accounts compared to 2021 and to a lesser extent (ii) higher administrative fees charged per
move-in combined with higher move-in volumes. The decrease in 2021 as compared to 2020 is due to (i) an acceleration in
average collections whereby a greater percentage of tenants paid their monthly rent promptly to avoid the incurrence of
such fees and (ii) reduced move-in administrative fees due to lower move-ins.

Selected Key Statistical Data

The following table sets forth average annual contract rent per square foot and total square footage for tenants
moving in and moving out during the years ended December 31, 2022, 2021, and 2020. It also includes promotional
discounts, which vary based upon the move-in contractual rates, move-in volume, and percentage of tenants moving in who
receive the discount.

Year Ended December 31,

Year Ended December 31,

2022

2021

Change

2021

2020

Change

(Amounts in thousands, except for per square foot amounts)

Tenants moving in during the period:

Average annual contract rent per square foot $

18.11

$

17.06

6.2% $

17.06

$

13.53

Square footage
Contract rents gained from move-ins
Promotional discounts given

97,783

93,607
$1,770,850 $1,596,935
38,203
$

46,087

$

4.5%
93,607
104,636
10.9% $1,596,935 $1,415,725
75,785
38,203
20.6% $

$

26.1%

(10.5)%
12.8%
(49.6)%

Tenants moving out during the period:
Average annual contract rent per square foot $
Square footage
Contract rents lost from move-outs

$

20.65
101,399

17.52
92,466
$2,093,889 $1,620,004

$

17.9% $
17.52
15.52
9.7%
92,466
100,670
29.3% $1,620,004 $1,562,398

12.9%
(8.1)%
3.7%

Analysis of Same Store Cost of Operations

Cost of operations (excluding depreciation and amortization) increased 5.7% in 2022 as compared to 2021 due
primarily to increased property tax expense, on-site property manager payroll expense, marketing expense, other direct
property costs, and centralized management costs. Cost of operations (excluding depreciation and amortization) decreased
1.9% in 2021 as compared to 2020 due primarily to decreased marketing expense and on-site property manager payroll
expense, partially offset by increased property tax expense, other direct property costs, and centralized management costs.

32

Property tax expense increased 4.3% and 3.7% in 2022 and 2021, respectively, in each case as compared to the
previous year, as a result of higher assessed values. We expected property tax expense growth of approximately 5.3% in
2023 due primarily to higher assessed values.

On-site property manager payroll expense increased 4.1% in 2022 as compared to 2021 and decreased 11.2% in
2021 as compared to 2020. The increase in 2022 is primarily due to competitive labor conditions experienced in most
geographical markets, partially offset by a decline in hours worked driven by revisions in operational processes. The
decrease in 2021 is primarily due to (i) a year-over-year decline in hours worked due to staffing reductions from reduced
move-in and move-out activity and revisions to other operational processes and (ii) a temporary $3.00 hourly incentive
increase and enhancement of paid time off benefits to all of our property managers between April 1, 2020 and June 30,
2020 in response to the COVID Pandemic, partially offset by wage increases in response to competitive labor conditions
experienced in most geographical markets since the second quarter of 2021. We expect on-site property manager payroll
expense to increase in 2023 driven by increased wage rates, partially offset by expected reduction in labor hours driven by
revisions in operational processes.

Marketing expense includes Internet advertising and the operating costs of our telephone reservation center.
Internet advertising expense, comprising keyword search fees assessed on a “per click” basis, varies based upon demand
for self-storage space, the quantity of people inquiring about self-storage through online search, occupancy levels, the
number and aggressiveness of bidding competitors, and other factors. These factors are volatile; accordingly, Internet
advertising can increase or decrease significantly in the short-term. We increased marketing expense by 15.7% in 2022 as
compared to 2021, by utilizing a higher volume of online paid search programs to attract new tenants. We decreased
marketing expense by 36.1% in 2021 as compared to 2020 due primarily to lower volume of paid search programs we
utilized in 2021 given strong demand and high occupancies in many of our same store properties.

Other direct property costs include administrative expenses specific to each self-storage facility, such as property
loss, telephone and data communication lines, business license costs, bank charges related to processing the facilities’
cash receipts, tenant mailings, credit card fees, eviction costs, and the cost of operating each property’s rental office.
These costs increased 10.0% in 2022 as compared to 2021 and 7.8% in 2021 as compared to 2020. These increases were
due primarily to an increase in credit card fees as result of year-over-year increases in revenues, and to a lesser extent, a
long-term trend of more customers paying with credit cards rather than cash, checks, or other methods of payment with
lower transaction costs. We expect a moderate increase in other direct property costs in 2023 primarily driven by increase
in credit card fees.

Centralized management costs represents administrative and cash compensation expenses for shared general
corporate functions to the extent their efforts are devoted to self-storage operations. Such functions include information
technology support, hardware, and software, as well as centralized administration of payroll, benefits, training, facilities
management, customer service, pricing and marketing, operational accounting and finance, and legal costs. Centralized
management costs increased 11.9% in 2022 as compared to 2021 and 12.7% in 2021 as compared to 2020. These
increases were due primarily to an increase in technology and data team costs that support property operations. We expect
centralized managements costs to remain flat in 2023 compared to 2022.

33

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T

Acquired Facilities

The Acquired Facilities represent 368 facilities that we acquired in 2020, 2021, and 2022. As a result of the
stabilization process and timing of when these facilities were acquired, year-over-year changes can be significant. The
following table summarizes operating data with respect to the Acquired Facilities:

ACQUIRED FACILITIES

Year Ended December 31,

Year Ended December 31,

Revenues (b):
2020 Acquisitions
2021 Acquisitions
2022 Acquisitions
Total revenues

Cost of operations (b):
2020 Acquisitions
2021 Acquisitions
2022 Acquisitions

Total cost of operations

Net operating income:
2020 Acquisitions
2021 Acquisitions
2022 Acquisitions

Net operating income

Depreciation and amortization expense
Net loss

At December 31:
Square foot occupancy:
2020 Acquisitions
2021 Acquisitions
2022 Acquisitions

Annual contract rent per occupied square
foot:
2020 Acquisitions
2021 Acquisitions
2022 Acquisitions

Number of facilities:
2020 Acquisitions
2021 Acquisitions
2022 Acquisitions

Net rentable square feet (in thousands) (c):
2020 Acquisitions
2021 Acquisitions
2022 Acquisitions

2022

2021

Change (a)

2021

2020

Change (a)

($ amounts in thousands, except for per square foot amounts)

$

75,647 $

54,890 $

20,757 $

54,890 $

312,300
14,945
402,892

106,474
—
161,364

205,826
14,945
241,528

106,474
—
161,364

11,365 $
—
—
11,365

43,525
106,474
—
149,999

26,168
101,859
7,884
135,911

25,216
32,705
—
57,921

952
69,154
7,884
77,990

25,216
32,705
—
57,921

6,742
—
—
6,742

18,474
32,705
—
51,179

49,479
210,441
7,061
266,981
(309,312)

29,674
73,769
—
103,443
(167,119)

19,805
136,672
7,061
163,538
(142,193)

29,674
73,769
—
103,443
(167,119)

$ (42,331) $ (63,676) $

21,345 $ (63,676) $

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4,623
73,769
—
—
—
98,820
4,623
(11,904)
(155,215)
(7,281) $ (56,395)

88.4%
83.1%
79.4%
83.4%

$

$

17.39 $
17.81
11.48
16.84 $

62
232
74
368

5,075
21,908
4,726
31,709

88.2%
79.9%
—
81.4%

14.82
15.62
—
15.46

62
232
—
294

5,075
21,830
—
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4.0%
—
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79.9%
—
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—
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4,726
4,804

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294

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21,830
—
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—
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18.6%
—
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232
—
232

—
21,830
—
21,830

38

ACQUIRED FACILITIES (Continued)

Costs to acquire (in thousands):

2020 Acquisitions

2021 Acquisitions

2022 Acquisitions

As of
December 31, 2022

$

$

796,065

5,115,276

730,480

6,641,821

(a) Represents the percentage change with respect to square foot occupancy and annual contract rent per occupied square

foot, and the absolute nominal change with respect to all other items.

(b) Revenues and cost of operations do not include tenant reinsurance and merchandise sale revenues and expenses generated

at the facilities. See “Ancillary Operations” below for more information.

(c) The Acquired Facilities have an aggregate of approximately 31.7 million net rentable square feet, including 11.2 million
in Texas, 3.9 million in Maryland, 1.8 million in Florida, 1.2 million in Oklahoma, 1.1 million in Virginia, 0.9 million in
North Carolina, 0.8 million in each of Arizona, Colorado and Ohio, 0.6 million in each of California, Georgia, Illinois,
Minnesota, and South Carolina, 0.5 million in each of Idaho, Indiana, Michigan, Missouri, Nebraska, Oregon, and
Pennsylvania, 0.4 million in each of Alabama, Nevada, and Tennessee, 0.3 million in Washington, and 1.2 million in
other states.

We have been active in acquiring facilities in recent years. Since the beginning of 2020, we acquired a total of 368
facilities with 31.7 million net rentable square feet for $6.6 billion. During 2022, these facilities contributed net operating
income of $267.0 million.

During 2022, we acquired the Neighborhood Storage portfolio in the Ocala, Florida market, consisting of 28
properties with 1.2 million net rentable square feet, which includes 26 properties closed in December 2022 for $179.8
million and two properties that are under construction and expected to close in early 2023.

During 2021, we acquired the ezStorage portfolio, consisting of 48 properties (4.1 million net rentable square feet)
for acquisition cost of $1.8 billion. Included in the Acquisition results in the table above are ezStorage portfolio revenues of
$100.8 million, NOI of $79.9 million (including Direct NOI of $82.7 million), and average square footage occupancy of
89.6% for 2022.

During 2021, we acquired the All Storage portfolio, consisting of 56 properties (7.5 million net rentable square
feet) for $1.5 billion. Included in the Acquisition results in the table above are All Storage portfolio revenues of
$79.2 million, NOI of $48.4 million (including Direct NOI of $51.2 million), and average square footage occupancy of
79.4% for 2022.

We remain active in seeking to acquire additional self-storage facilities. Subsequent to December 31, 2022, we
acquired or were under contract to acquire eight self-storage facilities across five states with 0.5 million net rentable square
feet, for $70.5 million. Future acquisition volume is likely to be impacted by increasing cost of capital requirements and
overall macro-economic uncertainties.

39

Developed and Expanded Facilities

The developed and expanded facilities include 62 facilities that were developed on new sites since January 1,
2017, and 91 facilities expanded to increase their net rentable square footage. Of these expansions, 51 were completed
before 2021, 27 were completed in 2021 or 2022, and 13 are currently in process at December 31, 2022. The following
table summarizes operating data with respect to the Developed and Expanded Facilities:

DEVELOPED AND EXPANDED FACILITIES

Year Ended December 31,

Year Ended December 31,

2022

2021

Change (a)

2021

2020

Change (a)

($ amounts in thousands, except for per square foot amounts)

Revenues (b):

Developed in 2017
Developed in 2018
Developed in 2019
Developed in 2020
Developed in 2021
Developed in 2022
Expansions completed before 2021
Expansions completed in 2021 or 2022
Expansions in process
Total revenues

$

35,216 $
36,789
16,444
6,838
8,333
687
95,029
51,374
18,535
269,245

27,593 $
28,308
11,921
3,405
1,602
—
70,091
33,746
20,392
197,058

7,623 $
8,481
4,523
3,433
6,731
687
24,938
17,628
(1,857)
72,187

27,593 $
28,308
11,921
3,405
1,602
—
70,091
33,746
20,392
197,058

21,541 $
20,163
6,455
301
—
—
47,886
29,333
19,681
145,360

Cost of operations (b):
Developed in 2017
Developed in 2018
Developed in 2019
Developed in 2020
Developed in 2021
Developed in 2022
Expansions completed before 2021
Expansions completed in 2021 or 2022
Expansions in process

Total cost of operations

Net operating income (loss):

10,416
10,742
5,622
1,702
3,539
738
30,357
12,554
3,796
79,466

9,932
9,983
5,240
1,679
1,546
—
28,554
8,949
4,146
70,029

Developed in 2017
Developed in 2018
Developed in 2019
Developed in 2020
Developed in 2021
Developed in 2022
Expansions completed before 2021
Expansions completed in 2021 or 2022
Expansions in process

Net operating income

Depreciation and amortization expense

Net income

24,800
26,047
10,822
5,136
4,794
(51)
64,672
38,820
14,739
189,779
(63,362)
$ 126,417 $

17,661
18,325
6,681
1,726
56
—
41,537
24,797
16,246
127,029
(56,411)
70,618

$

484
759
382
23
1,993
738
1,803
3,605
(350)
9,437

7,139
7,722
4,141
3,410
4,738
(51)
23,135
14,023
(1,507)
62,750
(6,951)
55,799

9,932
9,983
5,240
1,679
1,546
—
28,554
8,949
4,146
70,029

17,661
18,325
6,681
1,726
56
—
41,537
24,797
16,246
127,029
(56,411)

$

70,618 $

9,625
10,364
4,685
383
—
—
25,083
8,187
4,544
62,871

11,916
9,799
1,770
(82)
—
—
22,803
21,146
15,137
82,489
(48,573)
33,916

$

6,052
8,145
5,466
3,104
1,602
—
22,205
4,413
711
51,698

307
(381)
555
1,296
1,546
—
3,471
762
(398)
7,158

5,745
8,526
4,911
1,808
56
—
18,734
3,651
1,109
44,540
(7,838)
36,702

40

DEVELOPED AND EXPANDED
FACILITIES (Continued)

Square foot occupancy:

Developed in 2017

Developed in 2018

Developed in 2019

Developed in 2020

Developed in 2021

Developed in 2022

Expansions completed before 2021

Expansions completed in 2021 or 2022

Expansions in process

Annual contract rent per occupied square foot:

Developed in 2017

Developed in 2018

Developed in 2019

Developed in 2020

Developed in 2021

Developed in 2022

Expansions completed before 2021

Expansions completed in 2021 or 2022

Expansions in process

Number of facilities:

Developed in 2017

Developed in 2018

Developed in 2019

Developed in 2020

Developed in 2021

Developed in 2022

Expansions completed before 2021

Expansions completed in 2021 or 2022

Expansions in process

Net rentable square feet (in thousands) (c):

Developed in 2017

Developed in 2018

Developed in 2019

Developed in 2020

Developed in 2021

Developed in 2022

Expansions completed before 2021

Expansions completed in 2021 or 2022

Expansions in process

As of December 31,
2021

Change (a)

2022

As of December 31,
2020

Change (a)

2021

($ amounts in thousands, except for per square foot amounts)

89.3%

87.5%

87.3%

94.3%

82.4%

41.6%

86.7%

80.0%

81.8%

84.1%

$

19.77 $

20.84

18.19

21.75

18.04

13.84

16.17

21.52

26.49

$

18.98 $

16

18

11

3

6

8

51

27

13

91.4%

88.6%

87.3%

88.9%

48.8%

—

86.6%

81.4%

89.2%

85.3%

16.03

17.08

14.58

17.67

15.41

—

13.64

19.14

24.03

16.08

16

18

11

3

6

—

51

27

13

153

145

2,040

2,069

1,057

347

681

631

6,879

3,247

749

2,040

2,069

1,057

347

681

—

6,879

2,636

897

17,700

16,606

41

(2.3)%

(1.2)%

—

6.1%

68.9%

—

0.1%

(1.7)%

(8.3)%

(1.4)%

23.3%

22.0%

24.8%

23.1%

17.1%

—

18.5%

12.4%

10.2%

18.0%

—

—

—

—

—

8

—

—

—

8

—

—

—

—

—

631

—

611

(148)

1,094

91.4%

88.6%

87.3%

88.9%

48.8%

—

86.6%

81.4%

89.2%

85.3%

16.03

17.08

14.58

17.67

15.41

—

13.64

19.14

24.03

16.08

16

18

11

3

6

—

51

27

13

88.7%

86.5%

84.6%

34.0%

—

—

75.0%

90.8%

94.4%

81.2%

12.64

12.73

9.69

10.08

—

—

10.41

18.19

21.87

12.79

16

18

11

3

—

—

51

25

13

145

137

2,040

2,069

1,057

347

681

—

6,879

2,636

897

2,040

2,069

1,057

347

—

—

6,873

1,741

961

3.0%

2.4%

3.2%

161.5%

—

—

15.5%

(10.4)%

(5.5)%

5.0%

26.8%

34.2%

50.5%

75.3%

—

—

31.0%

5.2%

9.9%

25.7%

—

—

—

—

6

—

—

2

—

8

—

—

—

—

681

—

6

895

(64)

16,606

15,088

1,518

Costs to develop (in thousands):

Developed in 2017

Developed in 2018

Developed in 2019

Developed in 2020

Developed in 2021

Developed in 2022

Expansions completed before 2021 (d)

Expansions completed in 2021 or 2022 (d)

As of
December 31, 2022

$

239,871

262,187

150,387

42,063

115,632

100,089

478,659

231,270

$

1,620,158

(a) Represents the percentage change with respect to square foot occupancy and annual contract rent per occupied square foot, and

the absolute nominal change with respect to all other items.

(b) Revenues and cost of operations do not include tenant reinsurance and merchandise sales generated at the facilities. See

“Ancillary Operations” below for more information.

(c) The facilities included above have an aggregate of approximately 17.7 million net rentable square feet at December 31, 2022,
including 5.0 million in Texas, 3.2 million in Florida, 2.2 million in California, 1.5 million in Colorado, 1.4 million in
Minnesota, 0.9 million in North Carolina, 0.7 million in Michigan, 0.4 million in each of Missouri, New Jersey, South
Carolina, and Washington, 0.3 million in Virginia, and 0.9 million in other states.

(d) These amounts only include the direct cost incurred to expand and renovate these facilities, and do not include (i) the original
cost to develop or acquire the facility or (ii) the lost revenue on space demolished during the construction and fill-up period.

It typically takes at least three to four years for a newly developed or expanded self-storage facility to stabilize
with respect to revenues. Physical occupancy can be achieved as early as two to three years following completion of the
development or expansion through offering lower rental rates during fill-up. As a result, even after achieving high
occupancy, there can still be a period of elevated revenue growth as the tenant base matures and higher rental rates are
achieved.

We believe that our development and redevelopment activities generate favorable risk-adjusted returns over the
long run. However, in the short run, our earnings are diluted during the construction and stabilization period due to the cost
of capital to fund the development cost, as well as the related construction and development overhead expenses included in
general and administrative expense.

We typically underwrite new developments to stabilize at approximately an 8.0% NOI yield on cost. Our
developed facilities have thus far leased up as expected and are at various stages of their revenue stabilization periods. The
actual annualized yields that we may achieve on these facilities upon stabilization will depend on many factors, including
local and current market conditions in the vicinity of each property and the level of new and existing supply.

The facilities under “expansions completed” represent those facilities where the expansions have been completed
at December 31, 2022. We incurred a total of $709.9 million in direct cost to expand these facilities, demolished a total of
1.2 million net rentable square feet of storage space, and built a total of 6.3 million net rentable square feet of new storage
space.

At December 31, 2022, we had 22 additional facilities in development, which will have a total of 2.1 million net
rentable square feet of storage space and have an aggregate development cost totaling approximately $492.3 million. We
expect these facilities to open over the next 18 to 24 months.

The facilities under “expansion in process” represent

those facilities where construction is in process at
December 31, 2022, and together with additional future expansion activities primarily related to our Same Store Facilities
at December 31, 2022, we expect to add a total of 2.5 million net rentable square feet of storage space by expanding
existing self-storage facilities for an aggregate direct development cost of $487.3 million.

42

Other Non-Same Store Facilities

The “Other Non-Same Store Facilities” represent facilities which, while not newly acquired, developed, or
expanded, are not fully stabilized since January 1, 2020, including facilities undergoing fill-up as well as facilities damaged
in casualty events such as hurricanes, floods, and fires.

The Other Non-Same Store Facilities have an aggregate of 5.7 million net rentable square feet, including 1.1
million in Texas, 0.6 million in each of Florida and Washington, 0.4 million in each of California and Virginia, 0.3 million
in each of Indiana and South Carolina, 0.2 million in each of Arizona, Georgia, Kentucky, Massachusetts, and Tennessee,
and 1.0 million in other states.

During 2022, 2021, and 2020, the average occupancy for these facilities totaled 91.4%, 92.7%, and 85.5%,

respectively, and the realized rent per occupied square foot totaled $18.42, $14.61, and $12.69, respectively.

Depreciation and amortization expense

Depreciation and amortization expense for Self-Storage Operations increased $174.7 million in 2022 as compared
to 2021 and increased $160.2 million in 2021 as compared to 2020, primarily due to newly acquired facilities of $5.1
billion in 2021. We expect continued increases in depreciation expense in 2023 as a result of elevated levels of capital
expenditures and new facilities that are acquired, developed or expanded in 2023.

43

The following discussion and analysis of the components of net income, including Ancillary Operations and items
not allocated to segments, present a comparison for the year ended December 31, 2022 to the year ended December 31,
2021. The results of these components for the years ended December 31, 2021 compared to December 31, 2020 was
included in our Annual Report on Form 10-K for the year ended December 31, 2021 on page 23, under Part II, Item 7,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which was filed with the SEC
on February 22, 2022.

Ancillary Operations

Ancillary revenues and expenses include amounts associated with the reinsurance of policies against losses to
goods stored by tenants in our self-storage facilities, sale of merchandise at our self-storage facilities, and management of
property owned by unrelated third parties. The following table sets forth our ancillary operations:

Revenues:

Tenant reinsurance premiums

Merchandise
Third party property management

Total revenues
Cost of operations:

Tenant reinsurance

Merchandise
Third party property management

Total cost of operations
Net operating income (loss):

Tenant reinsurance

Merchandise
Third party property management

Total net operating income

Year Ended December 31,

2022

2021

Change

(Amounts in thousands)

$

188,201 $

166,585 $

28,303
19,631

236,135

36,830

17,113
18,755

72,698

151,371

11,190
876

28,466
17,207

212,258

33,932

17,274
17,362

68,568

132,653

11,192
(155)

$

163,437 $

143,690 $

21,616

(163)
2,424

23,877

2,898

(161)
1,393

4,130

18,718

(2)
1,031

19,747

Tenant reinsurance operations: Tenant reinsurance premium revenue increased $21.6 million or 13.0% in 2022
over 2021, as a result of an increase in our tenant base with respect to acquired, newly developed, and expanded facilities
and the third party properties we manage. Tenant reinsurance premium revenue generated from tenants at our Same-Store
Facilities were $139.0 million and $133.9 million in 2022 and 2021, respectively, representing a 3.8% year over year
increase in 2022.

We expect future growth will come primarily from customers of newly acquired and developed facilities, as well

as additional tenants at our existing unstabilized self-storage facilities.

Cost of operations primarily includes claims paid as well as claims adjustment expenses. Claims expenses vary
based upon the number of insured tenants and the volume of events that drive covered customer losses, such as burglary, as
well as catastrophic weather events affecting multiple properties such as hurricanes and floods. Included in cost of
operations are $2.7 million of estimated claims costs related to Hurricane Ian for 2022, as compared to $2.0 million of
estimated claims costs related to Hurricane Ida for 2021.

Merchandise sales: Sales of locks, boxes, and packing supplies at our self-storage facilities are primarily
impacted by the level of move-ins and other customer traffic at our self-storage facilities. We do not expect any significant
changes in revenues or profitability from our merchandise sales in 2023.

Third-party property management: At December 31, 2022, in our third-party property management program, we
managed 114 facilities for unrelated third parties, and were under contract to manage 78 additional facilities including 73

44

facilities that are currently under construction. During 2022, we added 60 facilities to the program, acquired three facilities
from the program, and had 17 properties exit the program due to sales to other buyers. While we expect this business to
increase in scope and size, we do not expect any significant changes in overall profitability of this business in the near term
as we seek new properties to manage and are in the earlier stages of fill-up for newly managed properties.

Analysis of items not allocated to segments

Equity in earnings of unconsolidated real estate entities

We account for the equity investments in PSB and Shurgard using the equity method and record our pro-rata share
of the net income of these entities. The following table, and the discussion below, sets forth our equity in earnings of
unconsolidated real estate entities:

Equity in earnings:

PSB

Shurgard

Total equity in earnings

Year Ended December 31,

2022

2021

Change

(Amounts in thousands)

$

$

80,596 $

26,385

106,981 $

207,722 $

24,371

232,093 $

(127,126)

2,014

(125,112)

Investment in PSB: On April 24, 2022, PSB entered into an Agreement and Plan of Merger whereby affiliates of
Blackstone agreed to acquire all outstanding shares of PSB’s common stock for $187.50 per share in cash. On July 20,
2022, PSB announced that it completed the merger transaction with Blackstone. Each share of PSB common stock and
each common unit of partnership interest we held in PSB were converted into the right to receive the merger consideration
of $187.50 per share or unit, including a $5.25 closing cash dividend per share or unit, and a $0.22 prorated quarterly cash
dividend per share or unit, for a total of $187.72 per share or unit. At the close of the merger transaction, we received a
total of $2.7 billion of cash proceeds and recognized a gain of $2.1 billion, which was classified within gain on sale of our
equity investment in PS Business Parks, Inc. in the Consolidated Statement of Income. Accordingly, equity in earnings
from PSB for the year ended December 31, 2022 reflect activities through the merger date, July 20, 2022.

Included in our equity earnings from PSB is our equity share of gains on sale of real estate totaling $49.1 million
and $149.0 million for the years ended December 31, 2022 and 2021, respectively. Our equity share of earnings from PSB
contributed $57.7 million and $99.3 million to Core FFO in 2022 and 2021, respectively.

As a result of closing the sale of PSB, we will no longer recognize equity in earnings from PSB in the future.

Investment in Shurgard: Included in our equity earnings from Shurgard for the year ended December 31, 2022 is

our equity share of gains on sale of real estate totaling $3.5 million.

For purposes of recording our equity in earnings from Shurgard, the Euro was translated at exchange rates of
approximately 1.070 U.S. Dollars per Euro at December 31, 2022 (1.134 at December 31, 2021), and average exchange
rates of 1.054 for 2022 and 1.183 for 2021. Accordingly, our equity in earnings from Shurgard was negatively impacted by
the strengthening of the U.S. Dollar against the Euro by approximately 10.9% during the year ended December 31, 2022.

45

General and administrative expense: The following table sets forth our general and administrative expense:

Share-based compensation expense

Development and acquisition costs

Federal and State tax expense and related compliance costs

Legal costs

Corporate management costs

Other costs

Total

Year Ended December 31,

2022

2021

Change

(Amounts in thousands)

$

37,865

$

37,760

$

17,540

16,086

4,014

21,808

17,429

8,892

11,530

6,194

18,594

18,284

$

114,742

$

101,254

$

105

8,648

4,556

(2,180)

3,214

(855)

13,488

Development and acquisition costs primarily represent internal and external expenses related to our development
and acquisition of real estate facilities and varies primarily based upon the level of activities. The amounts in the above
table are net of $17.4 million and $14.6 million in 2022 and 2021, respectively, in development costs that were capitalized
to newly developed and redeveloped self-storage facilities. During 2022, we wrote off $7.0 million of accumulated
development costs for cancelled development and redevelopment projects driven by significant increases in construction
costs from when the projects were initiated.

Interest and other income: The following table sets forth our interest and other income:

Interest earned on cash balances

Commercial operations

Unrealized gain on private equity investments
Other

Total

Year Ended December 31,

2022

2021

Change

(Amounts in thousands)

20,824

$

101

$

9,846

4,685
5,212

8,127

—
4,078

40,567

$

12,306

$

$

$

20,723

1,719

4,685
1,134

28,261

Interest expense: For 2022 and 2021, we incurred $142.4 million and $94.3 million, respectively, of interest on
our outstanding notes payable. In determining interest expense, these amounts were offset by capitalized interest of
$6.0 million and $3.5 million during 2022 and 2021, respectively, associated with our development activities. The increase
of interest expense in 2022 as compared to 2021 is due to our issuances of debt to fund our 2021 acquisition activity. At
December 31, 2022, we had $6.9 billion of notes payable outstanding, with a weighted average interest rate of
approximately 2.0%.

Foreign Currency Exchange Gain: For 2022, we recorded foreign currency gains of $98.3 million, representing
primarily the changes in the U.S. Dollar equivalent of our Euro-denominated unsecured notes due to fluctuations in
exchange rates (gains of $111.8 million for 2021). The Euro was translated at exchange rates of approximately 1.070 U.S.
Dollars per Euro at December 31, 2022 and 1.134 at December 31, 2021. Future gains and losses on foreign currency will
be dependent upon changes in the relative value of the Euro to the U.S. Dollar and the level of Euro-denominated notes
payable outstanding.

Gain on Sale of Real Estate: In 2022 and 2021, we recorded gains on sale of real estate totaling $1.5 million and
$13.7 million, respectively, in connection with the partial sale of real estate facilities pursuant to eminent domain
proceedings.

46

Liquidity and Capital Resources

Overview and our Sources of Capital

While operating as a REIT allows us to minimize the payment of U.S. federal corporate income tax expense, we
are required to distribute at least 90% of our taxable income to our shareholders. Notwithstanding this requirement, our
annual operating retained cash flow increased from $200 million to $300 million per year in recent years to approximately
$700 million in 2021 and $1 billion in 2022. Retained operating cash flow represents our expected cash flow provided by
operating activities (including property operating costs and interest payments described below),
less shareholder
distributions and capital expenditures. We expect retained cash flow of approximately $500 million for 2023.

The REIT distribution requirement limits cash flow from operations that can be retained and reinvested in the
business, increasing our reliance upon raising capital to fund growth. Capital needs in excess of retained cash flow are met
with: (i) medium and long-term debt, (ii) preferred equity, and (iii) common equity. We select among these sources of
capital based upon relative cost, availability, the desire for leverage, and considering potential constraints caused by certain
features of capital sources, such as debt covenants. We view our line of credit, as well as any short-term bank loans, as
bridge financing.

is important

Because raising capital

to our growth, we endeavor to maintain a strong financial profile
characterized by strong credit metrics, including low leverage relative to our total capitalization and operating cash flows.
We are one of the highest rated REITs, as rated by major rating agencies Moody’s and Standard & Poor’s. Our senior notes
payable have an “A” credit rating by Standard & Poor’s and “A2” by Moody’s. Our credit ratings on each of our series of
preferred shares are “A3” by Moody’s and “BBB+” by Standard & Poor’s. Our credit profile enables us to effectively
access both the public and private capital markets to raise capital.

We have a $500.0 million revolving line of credit that we are able to use as temporary “bridge” financing until we
are able to raise longer term capital. As of December 31, 2022 and February 21, 2023, there were no borrowings
outstanding on the revolving line of credit; however, we do have approximately $18.6 million of outstanding letters of
credit, which limits our borrowing capacity to $481.4 million as of February 21, 2023. Our line of credit matures on
April 19, 2024.

We believe that we have significant financial flexibility to adapt to changing conditions and opportunities, and we
have significant access to sources of capital including debt and preferred equity. While the costs of financing have
increased recently, based on our strong credit profile and our substantial current
liquidity relative to our capital
requirements noted below, we would not expect any potential capital market dislocations to have a material impact upon
our expected capital and growth plans over the next 12 months. However, if capital market conditions were to change
significantly in the long run, our access to or cost of debt and preferred equity capital could be negatively impacted and
potentially affect future investment activities.

Our current and expected capital resources include: (i) $775.3 million of cash as of December 31, 2022 and (ii)
approximately $500.0 million of expected retained operating cash flow over the next twelve months. We believe that our
cash provided by our operating activities will continue to be sufficient to enable us to meet our ongoing cash requirements
for interest payments on debt, maintenance capital expenditures, and distributions to our shareholders for the foreseeable
future.

As described below, our current committed cash requirements consist of (i) $70.5 million in property acquisitions
currently under contract and (ii) $606.6 million of remaining spending on our current development pipeline, which will be
incurred primarily in the next 18 to 24 months. Our cash requirements may increase over the next year as we add projects
to our development pipeline and acquire additional properties. Additional potential cash requirements could result from
various activities including the redemption of outstanding preferred securities, repurchases of common stock, or merger
and acquisition activities, as and to the extent we determine to engage in such activities.

Over the long term, to the extent that our cash requirements exceed our capital resources, we believe we have a
variety of possibilities to raise additional capital including issuing common or preferred securities, issuing debt, or entering
into joint venture arrangements to acquire or develop facilities.

47

Cash Requirements

The following summarizes our expected material cash requirements, which comprise (i) contractually obligated
expenditures, including payments of principal and interest, (ii) other essential expenditures, including property operating
expenses, maintenance capital expenditures and dividends paid in accordance with REIT distribution requirements, and (iii)
opportunistic expenditures, including acquisitions and developments and repurchases of our securities. We expect to satisfy
these cash requirements through operating cash flow and opportunistic debt and equity financings.

Required Debt Repayments: As of December 31, 2022,

totaled
approximately $6.9 billion, consisting of $10.1 million of secured notes payable, $1.7 billion of Euro-denominated
unsecured notes payable and $5.3 billion of U.S. Dollar denominated unsecured notes payable. Approximate principal
maturities and interest payments are as follows (amounts in thousands):

the principal outstanding on our debt

2023

2024

2025

2026

2027

Thereafter

$

$

151,532

933,385

367,561

1,251,404

587,643

4,349,115

7,640,640

Capital Expenditure Requirements: Capital expenditures include general maintenance, major repairs, or
replacements to elements of our facilities to keep our facilities in good operating condition and maintain their visual appeal.
Capital expenditures do not include costs relating to the development of new facilities or redevelopment of existing
facilities to increase their available rentable square footage.

Capital expenditures totaled $452.3 million in 2022 and are expected to approximate $450 million in 2023. In
addition to standard capital repairs of building elements reaching the end of their useful lives, our capital expenditures in
recent years have included incremental expenditures to enhance the competitive position of certain of our facilities relative
to local competitors pursuant to a multi-year program. Such investments include development of more pronounced,
attractive, and clearly identifiable color schemes and signage and upgrades to the configuration and layout of the offices
and other customer zones to improve the customer experience. We spent approximately $189 million in 2022 and expect to
spend $160 million in 2023 on this effort. In addition, we have made investments in LED lighting and the installation of
solar panels, which approximated $56 million for the year ended December 31, 2022 and we expect to spend $132 million
in 2023.

We believe that

the attractiveness and
competitiveness of our facilities to new and existing customers and, in the case of LED lighting and solar panels, reduce
operating costs.

improve customer

these incremental

satisfaction,

investments

Requirement to Pay Distributions: For all periods presented herein, we have elected to be treated as a REIT, as
defined in the Code. For each taxable year in which we qualify for taxation as a REIT, we will not be subject to U.S.
federal corporate income tax on our “REIT taxable income” (generally, taxable income subject to specified adjustments,
including a deduction for dividends paid and excluding our net capital gain) that is distributed to our shareholders. We
believe we have met these requirements in all periods presented herein, and we expect to continue to qualify as a REIT.

On February 4, 2023, our Board declared a regular common quarterly dividend of $3.00 per common share
totaling approximately $526 million, which will be paid at the end of March 2023. Our consistent, long-term dividend
policy has been to distribute our taxable income. Future quarterly distributions with respect to the common shares will
continue to be determined based upon our REIT distribution requirements after taking into consideration distributions to
the preferred shareholders and will be funded with cash flows from operating activities. Our future aggregate annual
common dividend distributions may increase as a result of the issuance of additional common shares, including any shares
that would be issued if we were to consummate our recently proposed acquisition of Life Storage.

The annual distribution requirement with respect to our preferred shares outstanding at December 31, 2022 is

approximately $194.7 million per year.

48

Real Estate Investment Activities: We continue to seek to acquire additional self-storage facilities from third
parties. Subsequent to December 31, 2022, we acquired or were under contract to acquire eight self-storage facilities for a
total purchase price of $70.5 million.

We are actively seeking to acquire additional facilities. However, future acquisition volume will depend upon
whether additional owners will be motivated to market their facilities, which will in turn depend upon factors such as
economic conditions and the level of seller confidence.

As of December 31, 2022, we had development and expansion projects at a total cost of approximately
$979.6 million. Costs incurred through December 31, 2022 were $373.0 million, with the remaining cost to complete of
$606.6 million expected to be incurred primarily in the next 18 to 24 months. Some of these projects are subject to
contingencies such as entitlement approval. We expect to continue to seek to add projects to maintain and increase our
robust pipeline. Our ability to do so continues to be challenged by various constraints such as difficulty in finding projects
that meet our risk-adjusted yield expectations and challenges in obtaining building permits for self-storage facilities in
certain municipalities.

Property Operating Expenses: The direct and indirect cost of our operations impose significant cash
requirements. Direct operating costs include property taxes, on-site property manager payroll, repairs and maintenance,
utilities, and marketing. Indirect operating costs include supervisory payroll and centralized management costs. The cash
requirements from these operating costs will vary year to year based on, among other things, changes in the size of our
portfolio and changes in property tax rates and assessed values, wage rates, and marketing costs in our markets.

Redemption of Preferred Securities: Historically, we have taken advantage of refinancing higher coupon
preferred securities with lower coupon preferred securities. In the future, we may also elect to finance the redemption of
preferred securities with proceeds from the issuance of debt. As of February 21, 2023, we have two series of preferred
securities that are eligible for redemption, at our option and with 30 days’ notice: our 5.150% Series F Preferred Shares
($280.0 million) and our 5.050% Series G Preferred Shares ($300.0 million). See Note 9 to our December 31, 2022
consolidated financial statements for the redemption dates of all of our series of preferred shares. Redemption of such
preferred shares will depend upon many factors, including the rate at which we could issue replacement preferred
securities. None of our preferred securities are redeemable at the option of the holders.

Repurchases of Common Shares: Our Board has authorized management to repurchase up to 35,000,000 of our
common shares on the open market or in privately negotiated transactions. During 2022, we did not repurchase any of our
common shares. From the inception of the repurchase program through February 21, 2023, we have repurchased a total of
23,721,916 common shares at an aggregate cost of approximately $679.1 million. Future levels of common share
repurchases will be dependent upon our available capital, investment alternatives and the trading price of our common
shares.

49

ITEM 7A.

Quantitative and Qualitative Disclosures about Market Risk

To limit our exposure to market risk, we are capitalized primarily with preferred and common equity. Our
preferred shares are redeemable at our option generally five years after issuance, but the holder has no redemption option.
Our debt, which totals approximately $6.9 billion at December 31, 2022, is the only market-risk sensitive portion of our
capital structure.

The fair value of our debt at December 31, 2022 is approximately $6.0 billion. The table below summarizes the
annual maturities of our debt, which had a weighted average effective rate of 2.0% at December 31, 2022. See Note 7 to
our December 31, 2022 consolidated financial statements for further information regarding our debt (amounts in
thousands).

2023

2024

2025

2026

2027

Thereafter

Total

Debt

$

8,270 $

807,159 $

259,170 $

1,150,138 $

500,140 $

4,185,709 $

6,910,586

We have foreign currency exposure at December 31, 2022 related to (i) our investment in Shurgard, with a book
value of $275.8 million, and a fair value of $1.4 billion based upon the closing price of Shurgard’s stock on December 31,
2022, and (ii) €1.5 billion ($1.7 billion) of Euro-denominated unsecured notes payable, providing a natural hedge against
the fair value of our investment in Shurgard.

ITEM 8.

Financial Statements and Supplementary Data

The financial statements and supplementary data appearing on pages F-3 to F-34 are incorporated herein by

reference.

ITEM 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Not applicable.

ITEM 9A.

Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be
disclosed in reports we file and submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is
recorded, processed, summarized, and reported within the time periods specified in accordance with SEC guidelines, and
that such information is communicated to our management, including our Chief Executive Officer and Chief Financial
Officer, to allow timely decisions regarding required disclosure based on the definition “of disclosure controls and
procedures” in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. In designing and evaluating the disclosure controls and
procedures, management recognized that any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to
apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures in reaching that level of
reasonable assurance. We also have investments in certain unconsolidated real estate entities, and, because we do not
control these entities, our disclosure controls and procedures with respect to such entities are substantially more limited
than those we maintain with respect to our consolidated subsidiaries.

As of December 31, 2022, we carried out an evaluation, under the supervision and with the participation of
management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and
operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the
Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were effective as of December 31, 2022, at a reasonable assurance level.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting,
as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with the

50

participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an
evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-
Integrated Framework issued by the Committee on Sponsoring Organizations of the Treadway Commission (2013
Framework). Based on our evaluation under the framework in Internal Control-Integrated Framework, our management
concluded that our internal control over financial reporting was effective as of December 31, 2022.

The effectiveness of internal control over financial reporting as of December 31, 2022, has been audited by Ernst
& Young LLP, an independent registered public accounting firm. Ernst & Young LLP’s report on our internal control over
financial reporting appears below.

Changes in Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2022 to which this report relates that have
materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

51

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees of Public Storage

Opinion on Internal Control over Financial Reporting

We have audited Public Storage’s internal control over financial reporting as of December 31, 2022, based on criteria
established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Public Storage (the Company) maintained,
in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO
criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related
consolidated statements of income, comprehensive income, equity and redeemable noncontrolling interests and cash flows
for each of the three years in the period ended December 31, 2022 and the related notes and financial statement schedule
listed in the Index at Item 15(a) and our report dated February 21, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s
Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in
all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk,
and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides
a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Los Angeles, California
February 21, 2023

52

ITEM 9B.

Other Information

None.

ITEM 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

53

ITEM 10.

Trustees, Executive Officers and Corporate Governance

The following is a biographical summary of the current executive officers of the Company:

PART III

Joseph D. Russell, Jr., age 63, has served as Chief Executive Officer since January 1, 2019, and as President
since July 2016. Prior to joining Public Storage, Mr. Russell was President and Chief Executive Officer of PS Business
Parks, Inc. from August 2002 to July 2016. Mr. Russell has also served as a trustee of Public Storage since January 1,
2019.

H. Thomas Boyle, age 40, has served as Chief Financial Officer since January 1, 2019 and Chief Investment
Officer since January 1, 2023. Previously, Mr. Boyle was Vice President and Chief Financial Officer, Operations, from
November 2016, when he joined the Company, until January 2019. Prior to joining Public Storage, Mr. Boyle served in
roles of increasing responsibilities with Morgan Stanley since 2005, from analyst to his last role as Executive Director,
Equity and Debt Capital Markets.

Natalia N. Johnson, age 45, has served as Chief Administrative Officer since August 4, 2020. Previously, Ms.
Johnson was Senior Vice President, Chief Human Resources Officer from April 2018 until August 2020, and prior to that
was Senior Vice President of Human Resources, a position she held since joining the Company in July 2016. Prior to
joining Public Storage, Ms. Johnson held a variety of senior management positions at Bank of America, including Chief
Operating Officer for Mortgage Technology and Human Resources Executive for the Mortgage Business, and worked for
Coca-Cola Andina and San Cristόbal Insurance.

Nathaniel A. Vitan, age 49, has served as Senior Vice President, Chief Legal Officer and Corporate Secretary
since April 20, 2019, and was previously Vice President and Chief Counsel–Litigation and Operations since joining the
Company in June 2016 until April 2019. Prior to joining Public Storage, Mr. Vitan was Assistant General Counsel for
Altria Client Services LLC from 2008 to 2016, and before then was a Trial and Appellate Practice attorney at Latham &
Watkins LLP.

David Lee, age 47, has served as Chief Operating Officer since November 1, 2021 and as the Company’s
principal operating officer since February 21, 2023. Prior to joining Public Storage, Mr. Lee held various roles of
increasing responsibility at The UPS Store since 2002, most recently as Senior Vice President of Operations.

Other information required by this item is hereby incorporated by reference to the material appearing in the
Company’s Notice and Proxy Statement for its 2023 Annual Meeting of Shareholders, to be filed pursuant to Regulation
14A under the Exchange Act.

ITEM 11.

Executive Compensation

The information required by this item is hereby incorporated by reference to the material appearing in the
Company’s Notice and Proxy Statement for its 2023 Annual Meeting of Shareholders, to be filed pursuant to Regulation
14A under the Exchange Act.

54

ITEM 12.
Matters

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder

The following table sets forth information, as of December 31, 2022 on the Company’s equity compensation

plans:

Equity Compensation Plan Information

Number of
securities to be
issued upon
exercise of
outstanding
options, warrants,
and rights

Weighted-
average exercise
price of
outstanding
options, warrants,
and rights

Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column
(A))

Plan Category
Equity compensation plans approved by security holders (a)

(A)

(B)

(C)

3,815,547 (b)

$ 209.53 (c)

1,724,352

Equity compensation plans not approved by security holders (d)

—

—

—

Total

3,815,547 (b)

$ 209.53 (c)

1,724,352

a)

b)

c)

d)

The Company’s equity compensation plans are described more fully in Note 11 to the December 31,
2022 financial statements. All plans have been approved by the Company’s shareholders.

Includes (i) stock options to purchase 3,307,964 common shares, including performance-based stock
options as to which the performance period had not ended or the Compensation Committee had not
certified performance as of December 31, 2022, which stock options are reflected in the table above
assuming a maximum payout, (ii) 498,032 restricted share units, including performance-based restricted
share units as to which the performance period had not ended as of December 31, 2022, which restricted
share units are reflected in the table above assuming a maximum payout, and (iii) 9,551 fully vested
deferred share units. All restricted share units, if and when vested, and all deferred share units will be
settled in common shares on a one-for-one basis.

Represents the weighted average exercise price of stock options to purchase 1,854,041 common shares,
excluding the performance-based stock options described in footnote (b), above. The 498,032 restricted
share units would vest for no consideration.

There were no securities outstanding or available for future issuance under equity compensation plans not
approved by the Company’s shareholders.

Other information required by this item is hereby incorporated by reference to the material appearing in the
Company’s Notice and Proxy Statement for its 2023 Annual Meeting of Shareholders, to be filed pursuant to Regulation
14A under the Exchange Act.

ITEM 13.

Certain Relationships and Related Transactions and Trustee Independence

The information required by this item is hereby incorporated by reference to the material appearing in the
Company’s Notice and Proxy Statement for its 2023 Annual Meeting of Shareholders, to be filed pursuant to Regulation
14A under the Exchange Act.

ITEM 14.

Principal Accountant Fees and Services

The information required by this item is hereby incorporated by reference to the material appearing in the
Company’s Notice and Proxy Statement for its 2023 Annual Meeting of Shareholders, to be filed pursuant to Regulation
14A under the Exchange Act of 1934.

55

ITEM 15.

Exhibits and Financial Statement Schedules

a.

1. Financial Statements

PART IV

The financial statements listed in the accompanying Index to Consolidated Financial Statements and Schedules
hereof are filed as part of this report.

2. Financial Statement Schedules

The financial statements schedules listed in the accompanying Index to Consolidated Financial Statements and
Schedules are filed as part of this report.

3. Exhibits

See Index to Exhibits contained herein.

b. Exhibits:

See Index to Exhibits contained herein.

c. Financial Statement Schedules

Not applicable.

56

3.1

3.2

3.3

3.4

3.5

3.6

3.7

3.8

3.9

3.10

3.11

3.12

3.13

3.14

3.15

3.16

4.1

4.2

4.3

PUBLIC STORAGE
INDEX TO EXHIBITS (1)
(Items 15(a)(3) and 15(c))

Restated Declaration of Trust of Public Storage, a Maryland real estate investment trust. Filed herewith.

Amended and Restated Bylaws of Public Storage. Filed as Exhibit 3.2 to the Company’s Quarterly Report on
Form 10-Q for the quarter ended March 31, 2021 and incorporated herein by reference.

Articles Supplementary for Public Storage 5.150% Cumulative Preferred Shares, Series F. Filed as Exhibit 3.1
to the Company’s Current Report on Form 8-K dated May 23, 2017 and incorporated herein by reference.

Articles Supplementary for Public Storage 5.050% Cumulative Preferred Shares, Series G. Filed as Exhibit 3.1
to the Company’s Current Report on Form 8-K dated July 31, 2017 and incorporated herein by reference.

Articles Supplementary for Public Storage 5.600% Cumulative Preferred Shares, Series H. Filed as Exhibit 3.1
to the Company’s Current Report on Form 8-K dated February 28, 2019 and incorporated herein by reference.

Articles Supplementary for Public Storage 4.875% Cumulative Preferred Shares, Series I. Filed as Exhibit 3.1
to the Company’s Current Report on Form 8-K dated September 5, 2019 and incorporated herein by reference.

Articles Supplementary for Public Storage 4.700% Cumulative Preferred Shares, Series J. Filed as Exhibit 3.1
to the Company’s Current Report on Form 8-K dated November 5, 2019 and incorporated herein by reference.

Articles Supplementary for Public Storage 4.750% Cumulative Preferred Shares, Series K. Filed as Exhibit 3.1
to the Company’s Current Report on Form 8-K dated December 11, 2019 and incorporated herein by
reference.

Articles Supplementary for Public Storage 4.625% Cumulative Preferred Shares, Series L. Filed as Exhibit 3.1
to the Company’s Current Report on Form 8-K dated June 8, 2020 and incorporated herein by reference.

Articles Supplementary for Public Storage 4.125 % Cumulative Preferred Shares, Series M. Filed as Exhibit
3.1 to the Company’s Current Report on Form 8-K dated August 11, 2020 and incorporated herein by
reference.

Articles Supplementary for Public Storage 3.875% Cumulative Preferred Shares, Series N. Filed as Exhibit 3.1
to the Company’s Current Report on Form 8-K dated September 29, 2020 and incorporated herein by
reference.

Articles Supplementary for Public Storage 3.900% Cumulative Preferred Shares, Series O. Filed as Exhibit 3.1
to the Company’s Current Report on Form 8-K dated November 9, 2020 and incorporated herein by reference.

Articles Supplementary for Public Storage 4.000% Cumulative Preferred Shares, Series P. Filed as Exhibit 3.1
to the Company’s Current Report on Form 8-K dated June 7, 2021 and incorporated herein by reference.

Articles Supplementary for Public Storage 3.950% Cumulative Preferred Shares, Series Q. Filed as Exhibit 3.1
to the Company’s Current Report on Form 8-K dated August 10, 2021 and incorporated herein by reference.

Articles Supplementary for Public Storage 4.000% Cumulative Preferred Shares, Series R. Filed as Exhibit 3.1
to the Company’s Current Report on Form 8-K dated November 9, 2021 and incorporated herein by reference.

Articles Supplementary for Public Storage 4.100% Cumulative Preferred Shares, Series S. Filed as Exhibit 3.1
to the Company’s Current Report on Form 8-K dated January 4, 2022 and incorporated herein by reference.

Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of
1934. Filed as Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the year ended December 31,
2021 and incorporated herein by reference.

Master Deposit Agreement, dated as of May 31, 2007. Filed as Exhibit 10.1 to the Company’s Current Report
on Form 8-K dated June 6, 2007 and incorporated herein by reference.

Indenture, dated as of September 18, 2017, between Public Storage and Wells Fargo Bank, National
Association, as trustee. Filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated September
18, 2017 and incorporated herein by reference.

57

4.4

4.5

4.6

4.7

4.8

4.9

4.10

4.11

4.12

4.13

4.14

10.1

10.2

First Supplemental Indenture, dated as of September 18, 2017, between Public Storage and Wells Fargo Bank,
National Association, as trustee, including the form of Global Note representing the 2022 Notes and the form
of Global Note representing the 2027 Notes. Filed as Exhibit 4.2 to the Company’s Current Report on Form 8-
K dated September 18, 2017 and incorporated herein by reference.

Second Supplemental Indenture, dated as of April 12, 2019, between Public Storage and Wells Fargo Bank,
National Association, as trustee, including the form of Global Note representing the 2029 Notes. Filed as
Exhibit 4.2 to the Company’s Current Report on Form 8-K dated April 12, 2019 and incorporated herein by
reference.

Third Supplemental Indenture, dated as of January 24, 2020, between Public Storage and Wells Fargo Bank,
National Association, as trustee, including the form of Global Note representing the 2032 Notes. Filed as
Exhibit 4.2 to the Company’s Current Report on Form 8-K dated January 24, 2020 and incorporated herein by
reference.

Fourth Supplemental Indenture, dated as of January 19, 2021, between Public Storage and Wells Fargo Bank,
National Association, as trustee, including the form of Global Note representing the 2026 Notes. Filed as
Exhibit 4.2 to the Company’s Current Report on Form 8-K dated January 14, 2021 and incorporated herein by
reference.

Fifth Supplemental Indenture, dated as of April 23, 2021, between Public Storage and Wells Fargo Bank,
National Association, as trustee, including the form of Global Note representing the Floating Rate Notes. Filed
as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated April 23, 2021 and incorporated herein by
reference.

Sixth Supplemental Indenture, dated as of April 23, 2021, between Public Storage and Wells Fargo Bank,
National Association, as trustee, including the form of Global Note representing the 2028 Notes. Filed as
Exhibit 4.3 to the Company’s Current Report on Form 8-K dated April 23, 2021 and incorporated herein by
reference.

Seventh Supplemental Indenture, dated as of April 23, 2021, between Public Storage and Wells Fargo Bank,
National Association, as trustee, including the form of Global Note representing the 2031 Notes. Filed as
Exhibit 4.4 to the Company’s Current Report on Form 8-K dated April 23, 2021 and incorporated herein by
reference.

Eighth Supplemental Indenture, dated as of September 9, 2021, between Public Storage and Wells Fargo
Bank, National Association, as trustee, including the form of Global Note representing the 2030 Notes. Filed
as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated September 9, 2021 and incorporated
herein by reference.

Ninth Supplemental Indenture, dated as of November 9, 2021, between Public Storage and Computershare
Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee, including the form
of Global Note representing the 2026 Notes. Filed as Exhibit 4.2 to the Company’s Current Report on Form 8-
K dated November 9, 2021 and incorporated herein by reference.

Tenth Supplemental Indenture, dated as of November 9, 2021, between Public Storage and Computershare
Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee, including the form
of Global Note representing the 2028 Notes. Filed as Exhibit 4.3 to the Company’s Current Report on Form 8-
K dated November 9, 2021 and incorporated herein by reference.

Eleventh Supplemental Indenture, dated as of November 9, 2021, between Public Storage and Computershare
Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee, including the form
of Global Note representing the 2031 Notes. Filed as Exhibit 4.4 to the Company’s Current Report on Form 8-
K dated November 9, 2021 and incorporated herein by reference.

Note Purchase Agreement, dated as of November 3, 2015, by and among Public Storage and the signatories
thereto. Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 3, 2015 and
incorporated herein by reference.

Note Purchase Agreement, dated as of April 12, 2016, by and among Public Storage and the signatories
thereto. Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 12, 2016 and
incorporated herein by reference.

58

10.3

10.4

10.5*

10.6*

10.7*

10.8*

10.9*

10.10*

10.11*

10.12*

10.13*

10.14*

10.15*

10.16*

10.17*

10.18*

10.19*

10.20*

10.21*

Second Amended and Restated Credit Agreement, dated April 19, 2019, by and among Public Storage, the
lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, Wells Fargo Securities
LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporation, as joint
lead arrangers and as joint
bookrunners, Bank of America, N.A., as syndication agent, and Citibank, N.A., as documentation agent. Filed
as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 19, 2019 and incorporated herein
by reference.

Form of Trustee and Officer Indemnification Agreement. Filed as Exhibit 10.19 to the Company’s Annual
Report on Form 10-K for the year ended December 31, 2016 and incorporated herein by reference.

Public Storage 2007 Equity and Performance-Based Incentive Compensation Plan, as Amended (2007 Plan).
Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 1, 2014 and incorporated
herein by reference.

Public Storage 2016 Equity and Performance-Based Incentive Compensation Plan (2016 Plan). Filed herewith.

Public Storage 2021 Equity and Performance-Based Incentive Compensation Plan (2021 Plan). Filed herewith.

Form of 2007 Plan Restricted Stock Unit Agreement. Filed as Exhibit 10.11 to the Company’s Annual Report
on Form 10-K for the year ended December 31, 2015 and incorporated herein by reference.

Form of 2007 Plan Restricted Stock Unit Agreement (deferral of receipt of shares). Filed as Exhibit 10.12 to
the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 and incorporated herein
by reference.

Form of 2007 Plan Stock Option Agreement. Filed as Exhibit 10.13 to the Company’s Annual Report on Form
10-K for the year ended December 31, 2015 and incorporated herein by reference.

Form of 2007 Plan Trustee Stock Option Agreement. Filed as Exhibit 10.14 to the Company’s Annual Report
on Form 10-K for the year ended December 31, 2015 and incorporated herein by reference.

Form of 2016 Plan Restricted Stock Unit Agreement (deferral of receipt of shares). Filed as Exhibit 10.16 to
the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 and incorporated herein
by reference.

Form of 2016 Plan Trustee Non-Qualified Stock Option Agreement. Filed as Exhibit 10.18 to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2016 and incorporated herein by reference.

Form of 2016 Plan Restricted Stock Unit Agreement (deferral of receipt of shares) (2018). Filed as Exhibit
10.26 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and incorporated
herein by reference.

Form of 2016 Plan Trustee Deferred Stock Unit Agreement (2018). Filed as Exhibit 10.29 to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2018 and incorporated herein by reference.

Form of 2016 Plan Executive Restricted Stock Unit Agreement (2018). Filed as Exhibit 10.30 to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and incorporated herein by
reference.

Form of 2016 Employee Stock Unit Agreement (2020). Filed as Exhibit 10.2 to the Company’s Quarterly
Report on Form 10-Q for the quarter ended March 31, 2020 and incorporated herein by reference.

Form of 2016 Plan Employee Non-Qualified Stock Option Agreement (2020). Filed as Exhibit 10.4 to the
Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 and incorporated herein by
reference.

Form of 2016 Plan Performance-Based Non-Qualified Stock Option Agreement (2020). Filed as Exhibit 10.5
to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 and incorporated
herein by reference.

Form of 2021 Plan Employee Stock Unit Agreement (2021). Filed as Exhibit 10.1 to the Company’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2021 and incorporated herein by reference.

Form of 2021 Plan Employee Stock Unit Agreement (2022). Filed as Exhibit 10.1 to the Company’s Quarterly
Report on Form 10-Q for the quarter ended March 31, 2022 and incorporated herein by reference.

59

10.22*

10.23*

Form of 2021 Plan Trustee Non-Qualified Stock Option Agreement. Filed as Exhibit 10.1 to the Company’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 and incorporated herein by reference.

Form of 2021 Plan Performance-Based Non-Qualified Stock Option Agreement (2022). Filed as Exhibit 10.2
to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 and incorporated herein
by reference.

10.24*

Form of 2021 Plan Performance-Based Stock Unit Agreement (2022). Filed as Exhibit 10.3 to the Company’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 and incorporated herein by reference.

21

23.1

31.1

31.2

32

Listing of Subsidiaries. Filed herewith.

Consent of Ernst & Young LLP. Filed herewith.

Rule 13a – 14(a) Certification. Filed herewith.

Rule 13a – 14(a) Certification. Filed herewith.

Section 1350 Certifications. Filed herewith.

101 .INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because

its XBRL tags are embedded within the Inline XBRL document)

101 .SCH Inline XBRL Taxonomy Extension Schema. Filed herewith.

101 .CAL Inline XBRL Taxonomy Extension Calculation Linkbase. Filed herewith.

101 .DEF Inline XBRL Taxonomy Extension Definition Linkbase. Filed herewith.

101 .LAB Inline XBRL Taxonomy Extension Label Linkbase. Filed herewith.

101 .PRE Inline XBRL Taxonomy Extension Presentation Link. Filed herewith.

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

_ (1)

SEC File No. 001-33519 unless otherwise indicated.

*

Denotes management compensatory plan agreement or arrangement.

60

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the

Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SIGNATURES

Date: February 21, 2023

PUBLIC STORAGE

By:

/s/ Joseph D. Russell, Jr.
Joseph D. Russell, Jr.,
Chief Executive Officer, President and Trustee

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been

signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Joseph D. Russell, Jr.

Joseph D. Russell, Jr.

/s/ H. Thomas Boyle

H. Thomas Boyle

/s/ Ronald L. Havner, Jr.

Ronald L. Havner, Jr.

Chief Executive Officer, President and
Trustee (principal executive officer)

February 21, 2023

Chief Financial Officer and Chief
Investment Officer (principal financial
officer)

February 21, 2023

Chairman of the Board

February 21, 2023

/s/ Tamara Hughes Gustavson

Trustee

February 21, 2023

Tamara Hughes Gustavson

/s/ Leslie Stone Heisz

Leslie Stone Heisz

Trustee

February 21, 2023

/s/ Michelle Millstone-Shroff

Trustee

February 21, 2023

Michelle Millstone-Shroff

/s/ Shankh S. Mitra
Shankh S. Mitra

/s/ David J. Neithercut
David J. Neithercut

/s/ Rebecca Owen
Rebecca Owen

/s/ Kristy M. Pipes

Kristy M. Pipes

/s/ Avedick B. Poladian
Avedick B. Poladian

Trustee

Trustee

Trustee

Trustee

Trustee

61

February 21, 2023

February 21, 2023

February 21, 2023

February 21, 2023

February 21, 2023

Signature

Title

Date

/s/ John Reyes

John Reyes

/s/ Tariq M. Shaukat

Tariq M. Shaukat

/s/ Ronald P. Spogli

Ronald P. Spogli

/s/ Paul S. Williams

Paul S. Williams

Trustee

Trustee

Trustee

Trustee

February 21, 2023

February 21, 2023

February 21, 2023

February 21, 2023

62

PUBLIC STORAGE
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND SCHEDULES

(Item 15 (a))

Report of Independent Registered Public Accounting Firm

Auditor name: Ernst & Young LLP; Firm ID: (42); Auditor location: Los Angeles, California

Consolidated Balance sheets as of December 31, 2022 and 2021

For the years ended December 31, 2022, 2021, and 2020:

Consolidated Statements of income

Consolidated Statements of comprehensive income

Consolidated Statements of equity and redeemable noncontrolling interests

Consolidated Statements of cash flows

Notes to consolidated financial statements

Schedule:

III – Real estate and accumulated depreciation

Page References

F-1 - F-2

F-3

F-4

F-5

F-6 - F-7

F-8 - F-9

F-10 - F-31

F-32 - F-34

All other schedules have been omitted since the required information is not present or not present in amounts sufficient to
require submission of the schedule, or because the information required is included in the consolidated financial statements
or notes thereto.

63

(This Page Intentionally Left Blank)

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Trustees of Public Storage

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Public Storage (the Company) as of December 31, 2022
and 2021, the related consolidated statements of income, comprehensive income, equity and redeemable noncontrolling
interests and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and
financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial
statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated
financial position of the Company at December 31, 2022 and 2021, and the consolidated results of its operations and its
cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted
accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework), and our report dated February 21, 2023 expressed an unqualified opinion
thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,
whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the
financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits
also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our
opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements
that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or
disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex
judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a
separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

F-1

Purchase Price Allocation

Description of the
Matter

For the year ended December 31, 2022, the Company completed the acquisition of 74 self-storage
facilities for a total purchase price of $730.5 million. As further discussed in Notes 2 and 3 of the
consolidated financial statements, the transactions were accounted for as asset acquisitions, and the
purchase price was allocated based on a relative fair value of assets acquired and liabilities assumed,
which consisted principally of land and buildings.

Auditing the accounting for the Company’s 2022 acquisitions of self-storage facilities was
subjective because the Company, with the assistance of its external valuation specialist, must
exercise a high level of management judgment in determining the estimated fair value of acquired
land and buildings. Determining the fair value of acquired land was difficult due to the lack of
available directly comparable land market information. The estimated fair value of the acquired
buildings was based upon (i) the income approach, which included estimating the fair value of
hypothetical vacant acquired buildings and adjusting for the estimated fair value of land or (ii)
estimated replacement costs, which were calculated by estimating the cost of building similar
facilities in comparable markets and adjusting those costs for the age, quality, and configuration
associated with the acquired facilities. Determining the fair value of the acquired buildings was
challenging due to the judgment utilized by management in determining the assumptions utilized in,
or the adjustments applied to, the valuation of each building.

How We
Addressed the
Matter in Our
Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of
controls over management’s accounting for acquired self-storage facilities, including controls over
the review of assumptions underlying the purchase price allocation and accuracy of the underlying
data used. For example, we tested controls over the determination of the fair value of the land and
building assets, including the controls over the review of the valuation models and the underlying
assumptions used to develop such estimates.

For the 2022 acquisitions of self-storage facilities described above, our procedures included, but
were not limited to, evaluating the sensitivity of changes in significant assumptions on the purchase
price allocation. We performed a sensitivity analysis to evaluate the impact on the Company’s
financial statements resulting from changes in allocated land and building values. For certain of
these asset acquisitions, we also read the purchase agreements, evaluated whether the Company had
appropriately determined whether the transaction was a business combination or asset acquisition,
evaluated the methods and significant assumptions used by the Company, and tested the
completeness and accuracy of the underlying data supporting the significant assumptions and
estimates. Additionally, for certain of these asset acquisitions, we involved our valuation specialists
to assist in the assessment of the methodology utilized by the Company, in addition to performing
corroborative analyses to assess whether the conclusions in the valuation were supported by
observable market data. For example, our valuation specialists used independently identified data
sources to evaluate management’s selected comparable land sales, income approach assumptions,
and replacement cost assumptions.

/s/ Ernst & Young LLP

We have served as the Company's auditor since 1980.

Los Angeles, California
February 21, 2023

F-2

PUBLIC STORAGE
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share data)

ASSETS

Cash and equivalents

Real estate facilities, at cost:

Land

Buildings

Accumulated depreciation

Construction in process

Investments in unconsolidated real estate entities

Goodwill and other intangible assets, net

Other assets

Total assets

LIABILITIES AND EQUITY

Notes payable

Accrued and other liabilities

Total liabilities

Commitments and contingencies (Note 14)

Redeemable noncontrolling interests

Equity:

Public Storage shareholders’ equity:

Preferred Shares, $0.01 par value, 100,000,000 shares authorized, 174,000 shares issued

(in series) and outstanding, (164,000 at December 31, 2021) at liquidation
preference

Common Shares, $0.10 par value, 650,000,000 shares authorized, 175,265,668 shares

issued and outstanding (175,134,455 shares at December 31, 2021)

Paid-in capital

Accumulated deficit

Accumulated other comprehensive loss

Total Public Storage shareholders’ equity

Noncontrolling interests

Total equity

December 31,
2022

December 31,
2021

$

775,253

$

734,599

5,273,073

18,946,053

24,219,126

(8,554,155)

15,664,971

372,992

16,037,963

275,752

232,517

230,822

5,134,060

17,673,773

22,807,833

(7,773,308)

15,034,525

272,471

15,306,996

828,763

302,894

207,656

$

$

17,552,307

$

17,380,908

6,870,826

$

514,680

7,385,506

7,475,279

482,091

7,957,370

—

68,249

4,350,000

4,100,000

17,527

5,896,423

(110,231)

(80,317)

10,073,402

93,399

10,166,801

17,513

5,821,667

(550,416)

(53,587)

9,335,177

20,112

9,355,289

Total liabilities, redeemable noncontrolling interests and equity

$

17,552,307

$

17,380,908

See accompanying notes.
F-3

PUBLIC STORAGE
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share amounts)

Revenues:

Self-storage facilities

Ancillary operations

Expenses:

Self-storage cost of operations

Ancillary cost of operations

Depreciation and amortization

General and administrative

Interest expense

Other increases (decreases) to net income:

Interest and other income

Equity in earnings of unconsolidated real estate entities

Foreign currency exchange gain (loss)

Gain on sale of real estate

Gain on sale of equity investment in PS Business Parks, Inc.

Net income

Allocation to noncontrolling interests

For the Years Ended December 31,

2022

2021

2020

$

3,946,028

$

3,203,566

236,135

4,182,163

212,258

3,415,824

2,721,630

193,438

2,915,068

980,209

72,698

888,146

114,742

136,319

852,030

68,568

713,428

101,254

90,774

807,543

59,919

553,257

83,199

56,283

2,192,114

1,826,054

1,560,201

40,567

106,981

98,314

1,503

2,128,860

4,366,274

(17,127)

12,306

232,093

111,787

13,683

—

22,323

80,497

(97,953)

1,493

—

1,959,639

1,361,227

(6,376)

(4,014)

Net income allocable to Public Storage shareholders

4,349,147

1,953,263

1,357,213

Allocation of net income to:

Preferred shareholders

Preferred shareholders - redemptions (Note 9)

Restricted share units

Net income allocable to common shareholders

Net income per common share:

Basic

Diluted

Basic weighted average common shares outstanding

Diluted weighted average common shares outstanding

$

$

$

(194,390)

—

(12,469)

4,142,288

23.64

23.50

175,257

176,280

$

$

$

(186,579)

(28,914)

(5,326)

1,732,444

9.91

9.87

174,858

175,568

$

$

$

(207,068)

(48,265)

(3,545)

1,098,335

6.29

6.29

174,494

174,642

See accompanying notes.
F-4

PUBLIC STORAGE
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in thousands)

For the Years Ended December 31,

2022

2021

2020

Net income

Foreign currency exchange (loss) gain on investment in Shurgard

Total comprehensive income

Allocation to noncontrolling interests

$

4,366,274

$

1,959,639

$

1,361,227

(26,730)

(10,186)

4,339,544

1,949,453

(17,127)

(6,376)

21,489

1,382,716

(4,014)

Comprehensive income allocable to Public Storage shareholders

$

4,322,417

$

1,943,077

$

1,378,702

See accompanying notes.
F-5

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F

PUBLIC STORAGE
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)

Cash flows from operating activities:

Net income

Adjustments to reconcile net income to net cash flows from operating
activities:

Gain on sale of equity investment in PS Business Parks, Inc.

Gain on sale of real estate

Depreciation and amortization

Equity in earnings of unconsolidated real estate entities

Distributions from cumulative equity in earnings of unconsolidated real
estate entities

Unrealized foreign currency exchange (gain) loss

Share-based compensation expense

Other

Total adjustments

Net cash flows from operating activities

Cash flows from investing activities:

Capital expenditures to maintain real estate facilities

Development and expansion of real estate facilities

Acquisition of real estate facilities and intangible assets

Distributions in excess of cumulative equity in earnings from

unconsolidated real estate entities

Repayment of note receivable

Proceeds from sale of real estate investments

Proceeds from sale of equity investment in PS Business Parks, Inc.

Net cash flows from (used in) investing activities

Cash flows from financing activities:

Repayments on notes payable

Issuance of notes payable, net of issuance costs

Issuance of preferred shares

Issuance of common shares in connection with share-based compensation

Redemption of preferred shares

Taxes paid upon net share settlement of restricted share units

Acquisition of noncontrolling interests

Contributions by noncontrolling interests

Distributions paid to preferred shareholders, common shareholders and
restricted share unitholders

Distributions paid to noncontrolling interests

Net cash flows (used in) from financing activities

Net cash flows from operating, investing, and financing activities

Net effect of foreign exchange impact on cash and equivalents, including
restricted cash

For the Years Ended December 31,

2022

2021

2020

$

4,366,274

$

1,959,639

$

1,361,227

(2,128,860)

(1,503)

888,146

(106,981)

134,769

(97,563)

56,703

6,156

(1,249,133)

3,117,141

(459,773)

(313,511)

(757,944)

13,670

—

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2,636,011

1,119,996

—

(13,683)

713,428

(232,093)

150,488

(111,787)

59,815

17,748

583,916

2,543,555

(270,238)

(281,981)

(5,047,106)

19,518

—

16,296

—

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(1,493)

553,257

(80,497)

72,098

97,953

33,363

6,994

681,675

2,042,902

(169,998)

(189,413)

(792,266)

24,658

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1,796

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(1,117,714)

(513,495)

(2,218)

(2,020)

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35,271

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1,147,455

95,860

545,151

1,208,206

12,664

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(1,175,000)

(1,220,000)

(16,827)

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(13,069)

(692)

2,451

(10,518)

(33)

2,629

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(1,588,888)

(1,606,429)

(34,223)

(4,193,270)

43,867

(6,662)

3,498,141

478,185

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(1,075,716)

(150,528)

—

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(426)

Increase (decrease) in cash and equivalents, including restricted cash

$

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$

478,690

$

(150,954)

See accompanying notes.
F-8

PUBLIC STORAGE
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)

For the Years Ended December 31,

2022

2021

2020

Cash and equivalents, including restricted cash at beginning of the period:

Cash and equivalents

Restricted cash included in other assets

Cash and equivalents, including restricted cash at end of the period:

Cash and equivalents

Restricted cash included in other assets

Supplemental schedule of non-cash investing and financing activities:

Costs incurred during the period remaining unpaid at period end for:

Capital expenditures to maintain real estate facilities

Construction or expansion of real estate facilities

$

$

$

$

$

734,599

26,691

761,290

775,253

29,904

805,157

$

$

$

$

257,560

25,040

282,600

734,599

26,691

761,290

$

$

$

$

(15,260) $

(23,398) $

(65,650)

(50,051)

Real estate acquired in exchange for noncontrolling interests

(19,865)

(68,170)

Real estate acquired in exchange for consideration payable

Preferred shares called for redemption and reclassified to liabilities

—

—

—

—

409,743

23,811

433,554

257,560

25,040

282,600

(10,359)

(32,349)

—

(3,799)

300,000

See accompanying notes.
F-9

PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022

1. Description of the Business

Public Storage (referred to herein as “the Company,” “we,” “us,” or “our”), a Maryland real estate investment
trust that has elected to be taxed as a real estate investment trust (“REIT”), was organized in 1980. Our principal
business activities include the ownership and operation of self-storage facilities that offer storage spaces for lease,
generally on a month-to-month basis, for personal and business use, ancillary activities such as tenant reinsurance,
merchandise sales, and third party management, as well as the acquisition and development of additional self-storage
space.

At December 31, 2022, we had direct and indirect equity interests in 2,869 self-storage facilities (with
approximately 204.2 million net rentable square feet) located in 40 states in the United States (“U.S.”) operating under
the Public Storage® name, and 1.2 million net rentable square feet of commercial and retail space.

At December 31, 2022, we owned a 35% common equity interest in Shurgard Self Storage Limited
(“Shurgard”), a public company traded on the Euronext Brussels under the “SHUR” symbol, which owned 266 self-
storage facilities (with approximately 15 million net rentable square feet) located in seven Western European
countries, all operating under the Shurgard® name.

On July 20, 2022, in connection with the closing of the merger of PS Business Parks, Inc. (“PSB”) with
affiliates of Blackstone Real Estate (“Blackstone”), we completed the sale of our 41% common equity interest in PSB
in its entirety. Prior to the merger transaction, PSB was a REIT traded on the New York Stock Exchange under the
“PSB” symbol, which owned commercial properties, primarily multi-tenant industrial, flex, and office space. Refer to
Note 4. Investments in Unconsolidated Real Estate Entities for transaction information and our accounting treatment of
the sale.

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements are presented on an accrual basis in accordance with U.S. generally
accepted accounting principles (“GAAP”) as set forth in the Accounting Standards Codification of the Financial
Accounting Standards Board (“FASB”), and in conformity with the rules and regulations of the Securities and
Exchange Commission (“SEC”).

Disclosures of the number and square footage of facilities, as well as the number and coverage of tenant
reinsurance policies (Note 14) are unaudited and outside the scope of our independent registered public accounting
firm’s audit of our financial statements in accordance with the standards of the Public Company Accounting Oversight
Board (U.S.).

Summary of Significant Accounting Policies

Consolidation and Equity Method of Accounting

We consider entities to be Variable Interest Entities (“VIEs”) when they have insufficient equity to finance
their activities without additional subordinated financial support provided by other parties, or the equity holders as a
group do not have a controlling financial interest. In addition, we have general partner interests in limited partnerships
along with third-party investors to develop, construct or operate self-storage facilities. As the general partner, we
consider the limited partnerships to be VIEs if the limited partners lack both substantive participating rights and
substantive kick-out rights. We consolidate VIEs when we have (i) the power to direct the activities most significantly
impacting economic performance, and (ii) either the obligation to absorb losses or the right to receive benefits from the
VIE. The total assets, primarily real estate assets, and the total liabilities of our consolidated VIEs are not material as
of December 31, 2022. We consolidate all other entities when we control them through voting shares or contractual
rights. We refer to the entities we consolidate, for the period in which the reference applies, collectively as the
“Subsidiaries,” and we eliminate intercompany transactions and balances.

F-10

PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022

We account for our investments in entities that we do not consolidate but over which we have significant
influence using the equity method of accounting. We refer to these entities, for the periods in which the reference
applies, collectively as the “Unconsolidated Real Estate Entities,” and we eliminate intra-entity profits and losses and
amortize any differences between the cost of our investment and the underlying equity in net assets against equity in
earnings as if the Unconsolidated Real Estate Entity were a consolidated subsidiary.

Equity in earnings of unconsolidated real estate entities presented on our income statements represents our
pro-rata share of the earnings of the Unconsolidated Real Estate Entities. The dividends we receive from the
Unconsolidated Real Estate Entities are reflected on our consolidated statements of cash flows as “distributions from
cumulative equity in earnings of unconsolidated real estate entities” to the extent of our cumulative equity in earnings,
with any excess classified as “distributions in excess of cumulative equity in earnings from unconsolidated real estate
entities.”

Use of Estimates

The preparation of consolidated financial statements and accompanying notes in conformity with GAAP
requires us to make estimates and assumptions that affect the amounts reported. Actual results could differ from those
estimates and assumptions.

Cash Equivalents and Restricted Cash

Cash equivalents represent highly liquid financial instruments that mature within three months of acquisition
such as money market funds with a rating of at least AAA by Standard & Poor's, commercial paper that is rated A1 by
Standard & Poor's or deposits with highly rated commercial banks. Restricted cash, which represent amounts used to
collateralize our insurance obligations and are restricted from general corporate use, are included in other assets.

Fair Value

As used herein, the term “fair value” is the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants. In the absence of active markets for identical assets or
liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of
such data, internal information that is consistent with what market participants would use in a hypothetical transaction
that occurs at the balance sheet date.

Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair

value hierarchy based on the observability of the inputs available in the market used to measure fair value:

Level 1 Quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2 Significant observable inputs other than Level 1, that are observable for the asset or liability, either

directly or indirectly through corroboration with observable market data.

Level 3 Unobservable inputs that are supported by little or no market data for the related assets or liabilities.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of

input that is significant to the fair value measurement.

Our financial instruments consist of cash and cash equivalents, restricted cash, other assets, other liabilities,
and notes payable. Cash equivalents, restricted cash, other assets and other liabilities are stated at book value, which
approximates fair value as of the balance sheet date due to the short time period to maturity.

We estimate and disclose the fair value of our notes payable using Level 2 inputs by discounting the related
future cash flows at a rate based upon quoted interest rates for securities that have similar characteristics such as credit
quality and time to maturity.

F-11

PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022

We use significant judgment to estimate fair values of real estate facilities, goodwill, and other intangible
assets for the purposes of purchase price allocation or impairment analysis. In estimating their values, we consider
Level 3 inputs such as market prices of land, market capitalization rates, expected returns, earnings multiples,
projected levels of earnings, costs of construction, and functional depreciation.

Real Estate Facilities

We record real estate facilities at cost. We capitalize all costs incurred to acquire, develop, construct, renovate
and improve facilities as part of major repair and maintenance programs, including interest and property taxes incurred
during the construction period. We expense the costs of demolition of existing facilities associated with a renovation as
incurred. We allocate the net acquisition cost of acquired real estate facilities to the underlying land, buildings, and
identified intangible assets based upon their respective individual estimated fair values.

We expense costs associated with dispositions of real estate, as well as routine repairs and maintenance costs,
as incurred. We depreciate buildings and improvements on a straight-line basis over estimated useful lives ranging
generally between 5 to 25 years.

When we sell a full or partial interest in a real estate facility without retaining a controlling interest following
sale, we recognize a gain or loss on sale as if 100% of the property was sold at fair value. If we retain a controlling
interest following the sale, we record a noncontrolling interest for the book value of the partial interest sold, and
recognize additional paid-in capital for the difference between the consideration received and the partial interest at
book value.

Goodwill and Other Intangible Assets

Intangible assets consist of goodwill, the Shurgard® trade name, which Shurgard uses pursuant to a fee-based
licensing agreement, and finite-lived assets. Goodwill and the Shurgard® trade name have indefinite lives and are not
amortized. Our finite-lived assets consist primarily of (i) acquired customers in place amortized relative to the benefit
of the customers in place, with such amortization reflected as depreciation and amortization expense on our income
statement and (ii) property tax abatements acquired and amortized relative to the reduction in property tax paid, with
such amortization reflected as self-storage cost of operations on our income statement.

Evaluation of Asset Impairment

We evaluate our real estate and finite-lived intangible assets for impairment each quarter. If there are
indicators of impairment and we determine that the asset is not recoverable from future undiscounted cash flows to be
received through the asset’s remaining life (or, if earlier, the expected disposal date), we record an impairment charge
to the extent the carrying amount exceeds the asset’s estimated fair value or net proceeds from expected disposal.

We evaluate our investments in unconsolidated real estate entities for impairment quarterly. We record an
impairment charge to the extent the carrying amount exceeds estimated fair value, when we believe any such shortfall
is other than temporary.

We evaluate goodwill for impairment annually and whenever relevant events, circumstances, and other
related factors indicate that it is more likely than not that the fair value of the related reporting unit is less than the
carrying amount. When we conclude that it is not more likely than not that the fair value of the reporting unit is less
than the aggregate carrying amount, no impairment charge is recorded and no further analysis is performed. Otherwise,
we record an impairment charge to the extent the carrying amount of the goodwill exceeds the amount that would be
allocated to goodwill if the reporting unit were acquired for estimated fair value.

We evaluate other indefinite-lived intangible assets, such as the Shurgard® trade name for impairment at least
annually and whenever relevant events, circumstances and other related factors indicate that it is more likely than not
that the asset is impaired. When we conclude that it is not more likely than not that the asset is impaired, we do not
record an impairment charge and no further analysis is performed. Otherwise, we record an impairment charge to the
extent the carrying amount exceeds the asset’s estimated fair value.

F-12

PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022

No impairments were recorded in any of our evaluations for any period presented herein.

Revenue and Expense Recognition

We recognize revenues from self-storage facilities, which primarily comprise rental income earned pursuant
to month-to-month leases, as well as associated late charges and administrative fees, as earned. Promotional discounts
reduce rental income over the promotional period, which is generally one month. We recognize ancillary revenues
when earned.

We accrue for property tax expense based upon actual amounts billed and, in some circumstances, estimates
when bills or assessments have not been received from the taxing authorities. If these estimates are incorrect, the
timing and amount of expense recognition could be incorrect. We expense cost of operations (including advertising
expenditures), general and administrative expense, and interest expense as incurred.

Foreign Currency Exchange Translation

The local currency (primarily the Euro) is the functional currency for our interests in foreign operations. The
related balance sheet amounts are translated into U.S. Dollars at the exchange rates at the respective financial
statement date, while amounts on our consolidated statements of income are translated at the average exchange rates
during the respective period. Cumulative translation adjustments, to the extent not included in cumulative net income,
are included in equity as a component of accumulated other comprehensive income (loss).

When financial instruments denominated in a currency other than the U.S. Dollar are expected to be settled in

cash in the foreseeable future, the impact of changes in the U.S. Dollar equivalent are reflected in current earnings.

At December 31, 2022, due primarily to our investment in Shurgard (Note 4) and our notes payable
denominated in Euros (Note 7), our operating results and financial position are affected by fluctuations in currency
exchange rates between the Euro, and to a lesser extent, other European currencies, against the U.S. Dollar. The Euro
was translated at exchange rates of approximately 1.070 U.S. Dollars per Euro at December 31, 2022 (1.134 at
December 31, 2021), and average exchange rates of 1.054, 1.183 and 1.141 for the years ended December 31, 2022,
2021, and 2020, respectively.

Income Taxes

We have elected to be treated as a REIT, as defined in the Internal Revenue Code of 1986, as amended (the
“Code”). For each taxable year in which we qualify for taxation as a REIT, we will not be subject to U.S. federal
corporate income tax on our “REIT taxable income” (generally, taxable income subject to specified adjustments,
including a deduction for dividends paid and excluding our net capital gain) that is distributed to our shareholders. We
believe we have met these REIT requirements for all periods presented herein. Accordingly, we have recorded no U.S.
federal corporate income tax expense related to our REIT taxable income.

Our tenant reinsurance, merchandise, and third party management operations are subject to corporate income
tax and such taxes are included in general and administrative expenses. We also incur income and other taxes in
certain states, which are included in general and administrative expense.

We recognize tax benefits of uncertain income tax positions that are subject to audit only if we believe it is
more likely than not that the position would ultimately be sustained assuming the relevant taxing authorities had full
knowledge of the relevant facts and circumstances of our positions. As of December 31, 2022, we had no tax benefits
that were not recognized.

Share-Based Compensation

We generally estimate the fair value of share-based payment awards on the date of grant. We determine the
fair value of restricted share units (“RSUs”) with no market conditions based on the closing market price of the
Company’s common shares on the date of grant. We value stock options with no market conditions at the grant date
using the Black-Scholes option-pricing model. We value stock options and RSUs with market conditions at the grant

F-13

PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022

date using a Monte-Carlo valuation simulation. Our determination of the fair value of share-based payment awards on
the date of grant using an option-pricing model or Monte-Carlo valuation simulation is affected by our stock price as
well as assumptions regarding a number of subjective and complex variables. These variables include, but are not
limited to, our expected stock price volatility over the expected term of the awards. For stock options, variables also
include actual and projected stock option exercise behaviors. For restricted share units and stock options with
performance conditions, we adjust compensation cost each quarter as needed for any changes in the assessment of the
probability that the specified performance criteria will be achieved.

We amortize the grant-date fair value of awards as compensation expense over the service period, which
begins on the grant date and ends on the expected vesting date. For awards that are earned solely upon the passage of
time and continued service, the entire cost of the award is amortized on a straight-line basis over the service period.
For awards with market and/or performance conditions, the individual cost of each vesting is amortized separately over
each individual service period (the “accelerated attribution” method). For awards with performance conditions, the
estimated number of stock awards that will ultimately vest requires judgment, and to the extent actual results or
updated estimates differ from our current estimates, such amounts will be recorded as a cumulative adjustment in the
period estimates are revised. In amortizing share-based compensation expense, we do not estimate future forfeitures.
Instead, we reverse previously amortized share-based compensation expense with respect to grants that are forfeited in
the period the employee terminates employment.

In July 2020, we modified our share-based compensation plans to allow immediate vesting upon retirement
(“Retirement Acceleration”), and to extend the exercisability of outstanding stock options up to a year after retirement,
for currently outstanding and future grants. Prior to the modification, unvested awards were forfeited, and outstanding
vested stock options were cancelled, upon retirement. Employees are eligible for Retirement Acceleration if they meet
certain conditions including length of service, age, notice of intent to retire, and facilitation of succession for their role.
This modification results in accelerating amortization of compensation expense for each grant by changing the end of
the service period from the original vesting date to the date an employee is expected to be eligible for Retirement
Acceleration, if earlier.

F-14

PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022

3. Real Estate Facilities

Activity in real estate facilities during 2022, 2021, and 2020 is as follows:

For the Years Ended December 31,

2022

2021

2020

(Amounts in thousands)

Operating facilities, at cost:

Beginning balance
Capital expenditures to maintain real estate facilities

Acquisitions

Dispositions

Developed or expanded facilities opened for operation

Ending balance

Accumulated depreciation:

Beginning balance

Depreciation expense

Dispositions

Ending balance

Construction in process:

Beginning balance

Costs incurred to develop and expand real estate facilities

Write-off of cancelled projects and transfer to other assets

Developed or expanded facilities opened for operation

Ending balance

$ 22,807,833 $ 17,372,627 $ 16,289,146
163,834

284,200

452,316

733,442

(1,704)

227,239

4,940,413

(7,408)

218,001

781,219

(303)

138,731

24,219,126

22,807,833

17,372,627

(7,773,308)

(7,152,135)

(6,623,475)

(781,931)

(625,968)

(528,660)

1,084

4,795

—

(8,554,155)

(7,773,308)

(7,152,135)

272,471

336,948

(9,188)

(227,239)

372,992

188,079

302,393

—

(218,001)

272,471

141,934

188,102

(3,226)

(138,731)

188,079

Total real estate facilities at December 31,

$ 16,037,963 $ 15,306,996 $ 10,408,571

During 2022, we acquired 74 self-storage facilities (4.7 million net rentable square feet of storage space), for
a total cost of $730.5 million, consisting of $710.6 million in cash and $19.9 million in partnership units in one of our
subsidiaries. Approximately $24.1 million of the total cost was allocated to intangible assets. We completed
development and redevelopment activities costing $227.2 million during 2022, adding 1.4 million net rentable square
feet of self-storage space. Construction in process at December 31, 2022 consisted of projects to develop new self-
storage facilities and expand existing self-storage facilities. During 2022, we wrote off $7.0 million of accumulated
development costs for cancelled development and redevelopment projects in construction in process as general and
administrative expense. We also transferred $2.2 million of land cost related to a cancelled development project to
other assets at December 31, 2022.

Additionally, on July 8, 2022, we acquired from PSB the commercial interests in five properties at three sites
jointly occupied with certain of our self-storage facilities located in Maryland and Virginia, for $47.3 million. We
recognized $27.0 million of real estate assets and $0.7 million of intangibles for the properties acquired, representing
the cost of these commercial properties that we did not have interest in through our equity investment in PSB. We
recognized the remaining $19.6 million as an increase to our basis in our equity investment in PSB, which represents
the elimination of our portion of the gain recorded by PSB.

During 2022, we sold portions of real estate facilities in connection with eminent domain proceedings for

$1.5 million in cash proceeds and recorded a related gain on sale of real estate of approximately $1.5 million.

During 2021, we acquired 232 self-storage facilities (21,830,000 net rentable square feet of storage space), for
a total cost of $5.1 billion, consisting of $5.0 billion in cash and $68.2 million in partnership units in one of our
subsidiaries. Approximately $174.9 million of the total cost was allocated to intangible assets. We completed

F-15

PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022

development and redevelopment activities costing $218.0 million during 2021, adding 1.6 million net rentable square
feet of self-storage space. During 2021, we sold portions of real estate facilities in connection with eminent domain
proceedings for $16.3 million in cash proceeds and recorded a related gain on sale of real estate of approximately
$13.7 million.

During 2020, we acquired 62 self-storage facilities (5.1 million net rentable square feet of storage space), for
a total cost of $792.3 million, which includes the assumption of a $3.8 million liability. Approximately $14.9 million
of the total cost was allocated to intangible assets. We completed development and redevelopment activities costing
$138.7 million during 2020, adding 1.1 million net rentable square feet of self-storage space. Included in general and
administrative expense in 2020 is $3.2 million in development projects that were cancelled.

At December 31, 2022, the adjusted basis of real estate facilities for U.S. federal tax purposes was

approximately $16.5 billion (unaudited).

4.

Investments in Unconsolidated Real Estate Entities

The following table sets forth our investments in, and equity in earnings of, the Unconsolidated Real Estate

Entities (amounts in thousands):

Investments in Unconsolidated Real
Estate Entities at December 31,

Equity in Earnings of Unconsolidated Real Estate for the
Year Ended December 31,

2022

2021

2022

2021

2020

PSB

Shurgard

Total

$

$

— $

275,752

275,752 $

515,312

313,451

828,763

$

$

80,596 $

26,385

106,981 $

207,722 $

24,371

232,093 $

64,835

15,662

80,497

The following tables represent summarized financial information for PSB and Shurgard in aggregate derived
from their respective reported financial statements prepared under US GAAP before our basis difference adjustments
for the years ended December 31, 2022, 2021, and 2020 (amounts in thousands). Due to the complete sale of our
equity investment in PSB in July 2022, the summarized financial information for 2022 includes PSB's financial
activities through June 30, 2022, which represents the most practical date of such reported information prior to the
transaction.

F-16

PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022

Year Ended December 31,

2022

2021

2020

Revenues

Costs of operations

Operating income

Gain on sale of real estate

Net Income

$

572,192 $

790,461 $

193,868

220,948

128,743

299,226

263,398

333,624

359,904

639,062

721,393

242,992

290,901

27,234

275,680

Real estate assets
Other assets

Total assets

Debt

Other liabilities

Noncontrolling interests

Shareholders' equity

Total liabilities and equity

Investment in PSB

At December 31,

2022

2021

$

$

$

$

1,391,806 $
289,420

1,681,226 $

860,977 $

224,701

2,659

592,889

1,681,226 $

3,437,115
481,403

3,918,518

943,276

298,787

262,243

2,414,212

3,918,518

Prior to the sale of our equity investment in PSB in its entirety on July 20, 2022, we owned 7,158,354 shares
of PSB’s common stock and 7,305,355 limited partnership units in an operating partnership controlled by PSB,
representing a 41% common equity interest in PSB.

On April 24, 2022, PSB entered into an Agreement and Plan of Merger whereby affiliates of Blackstone
agreed to acquire all outstanding shares of PSB’s common stock for $187.50 per share in cash. On July 20, 2022, PSB
announced that it completed the merger transaction with Blackstone. Each share of PSB common stock and each
common unit of partnership interest we held in PSB were converted into the right to receive the merger consideration
of $187.50 per share or unit, including a $5.25 closing cash dividend per share or unit, and a $0.22 prorated quarterly
cash dividend per share or unit, for a total of $187.72 per share or unit. At the close of the merger transaction, we
received a total of $2.7 billion of cash proceeds and recognized a gain of $2.1 billion, which was classified within gain
on sale of equity investment in PS Business Parks, Inc. in the Consolidated Statement of Income.

We classified $2.6 billion of the proceeds from the merger consideration, or $182.25 per share or unit within
cash flows from investing activities in the Consolidated Statements of Cash Flows for 2022. During 2022, 2021 and
2020, we received cash distributions from PSB totaling $109.5 million (including the aforementioned $5.25 closing
cash dividend per share or unit and the $0.22 prorated quarterly cash dividend per share or unit from the merger
transaction), $127.3 million and $60.7 million, respectively, which were classified within cash flows from operating
activities in the Consolidated Statements of Cash Flows.

Investment in Shurgard

Throughout all periods presented, we effectively owned, directly and indirectly 31,268,459 Shurgard common

shares, representing a 35% equity interest in Shurgard.

Based upon the closing price at December 31, 2022 (€42.85 per share of Shurgard common stock, at 1.070

exchange rate of U.S. Dollars to the Euro), the shares we owned had a market value of approximately $1.4 billion.

F-17

PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022

Our equity in earnings of Shurgard comprised our equity share of Shurgard’s net income, less amortization of
the Shurgard Basis Differential (defined below). During 2022, 2021 and 2020, we received $3.5 million, $3.5 million
and $3.1 million of trademark license fees that Shurgard pays to us for the use of the Shurgard® trademark,
respectively. We eliminated $1.2 million, $1.2 million, and $1.1 million of intra-entity profits and losses for 2022,
2021 and 2020, respectively, representing our equity share of the trademark license fees. We classify the remaining
license fees we receive from Shurgard as interest and other income on our income statement.

During 2022, 2021, and 2020, we received cash dividends from Shurgard totaling $37.8 million, $41.5
million and $34.9 million, respectively. Approximately $13.7 million, $19.5 million and $24.7 million of total cash
distributions from Shurgard during the year ended December 31, 2022, 2021 and 2020, respectively, represented
distributions in excess of cumulative equity in earnings from Shurgard, which was classified within cash flows from
investing activities in the Consolidated Statements of Cash Flows.

At December 31, 2022, our investment in Shurgard’s real estate assets exceeded our pro-rata share of the
underlying amounts on Shurgard’s balance sheet by approximately $67.8 million ($74.7 million at December 31,
2021). This differential (the “Shurgard Basis Differential”) includes our basis adjustments in Shurgard’s real estate
assets net of related deferred income taxes. The Shurgard Basis Differential is being amortized as a reduction to equity
in earnings of the Unconsolidated Real Estate Entities. Such amortization totaled approximately $6.9 million, $8.4
million and $5.8 million during 2022, 2021, and 2020, respectively.

Shurgard is a publicly held entity trading on Euronext Brussels under the symbol “SHUR”.

5. Goodwill and Other Intangible Assets

Goodwill and other intangible assets consisted of the following (amounts in thousands):

At December 31, 2022
Accumulated
Amortization

Gross Book
Value

Net Book
Value

Gross Book
Value

At December 31, 2021
Accumulated
Amortization

Net Book
Value

Goodwill

$

165,843 $

— $

165,843 $

165,843 $

Shurgard® Trade Name

18,824

—

18,824

18,824

— $

165,843

—

18,824

Finite-lived intangible
assets, subject to
amortization

Total goodwill and other

intangible assets

201,668

(153,818)

47,850

198,180

(79,953)

118,227

$

386,335 $

(153,818) $

232,517 $

382,847 $

(79,953) $

302,894

Finite-lived intangible assets consist primarily of acquired customers in place. Amortization expense related
to intangible assets subject to amortization was $95.2 million, $76.6 million and $16.1 million in 2022, 2021, and
2020, respectively. During 2022, 2021, and 2020, intangibles increased $24.8 million, $174.9 million, and $14.9
million, respectively, in connection with the acquisition of real estate facilities (Note 3).

The remaining amortization expense will be recognized over a weighted average life of approximately 1.3
years. The estimated future amortization expense for our finite-lived intangible assets at December 31, 2022 is as
follows (amounts in thousands):

Year

Amount

36,852

5,746

5,252

47,850

2023

2024

Thereafter

Total

$

$

F-18

PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022

6. Credit Facility

We have a revolving credit agreement (the “Credit Facility”) with a $500 million borrowing limit that
matures on April 19, 2024. Amounts drawn on the Credit Facility bear annual interest at rates ranging from LIBOR
plus 0.7% to LIBOR plus 1.350% depending upon the ratio of our Total Indebtedness to Gross Asset Value (as defined
in the Credit Facility) (LIBOR plus 0.75% at December 31, 2022). We are also required to pay a quarterly facility fee
ranging from 0.07% per annum to 0.25% per annum depending upon the ratio of our Total Indebtedness to our Gross
Asset Value (0.10% per annum at December 31, 2022). At December 31, 2022 and February 21, 2023, we had no
outstanding borrowings under this Credit Facility. We had undrawn standby letters of credit, which reduce our
borrowing capacity, totaling $18.6 million at December 31, 2022 ($21.2 million at December 31, 2021). The Credit
Facility has various customary restrictive covenants with which we were in compliance at December 31, 2022.

7. Notes Payable

Our notes payable are reflected net of issuance costs (including original issue discounts), which are amortized
as interest expense on the effective interest method over the term of each respective note. Our notes payable at
December 31, 2022 and 2021 are set forth in the tables below:

Coupon Rate

Effective
Rate

Principal

Unamortized
Costs

Book
Value

Fair
Value

Amounts at December 31, 2022

($ amounts in thousands)

U.S. Dollar Denominated Unsecured Debt

Notes due April 23, 2024

SOFR+0.47%

2.831%

$

700,000

$

(925) $

699,075

$

691,309

Notes due February 15, 2026

Notes due November 9, 2026

Notes due September 15, 2027

Notes due May 1, 2028

Notes due November 9, 2028

Notes due May 1, 2029

Notes due May 1, 2031

Notes due November 9, 2031

Euro Denominated Unsecured Debt

Notes due April 12, 2024

Notes due November 3, 2025

Notes due September 9, 2030

Notes due January 24, 2032

Mortgage Debt, secured by 5 real

estate facilities with a net book value
of $17.0 million

0.875%

1.500%

3.094%

1.850%

1.950%

3.385%

2.300%

2.250%

1.540%

2.175%

0.500%

0.875%

1.030%

1.640%

3.218%

1.962%

2.044%

3.459%

2.419%

2.322%

1.540%

2.175%

0.640%

0.978%

500,000

650,000

500,000

650,000

550,000

500,000

650,000

550,000

(2,322)

(3,357)

(2,492)

(3,599)

(2,818)

(1,947)

(5,697)

(3,134)

497,678

646,643

497,508

646,401

547,182

498,053

644,303

546,866

441,849

578,899

466,029

558,197

468,509

456,855

530,390

443,514

5,250,000

(26,291)

5,223,709

4,635,551

107,035

259,039

749,245

535,175

—

—

(8,611)

(4,858)

107,035

259,039

740,634

530,317

104,344

246,119

566,204

396,297

1,650,494

(13,469)

1,637,025

1,312,964

3.410%

3.410%

10,092

—

10,092

9,568

$ 6,910,586

$

(39,760) $ 6,870,826

$ 5,958,083

F-19

PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022

U.S. Dollar Denominated Unsecured Debt

Notes due September 15, 2022

Notes due April 23, 2024

Notes due February 15, 2026

Notes due November 9, 2026

Notes due September 15, 2027

Notes due May 1, 2028

Notes due November 9, 2028

Notes due May 1, 2029

Notes due May 1, 2031

Notes due November 9, 2031

Euro Denominated Unsecured Debt

Notes due April 12, 2024

Notes due November 3, 2025

Notes due September 9, 2030

Notes due January 24, 2032

Mortgage Debt

Amounts at
December 31, 2021

Book Value

Fair Value

($ amounts in thousands)

$

499,637

$

506,362

698,372

496,939

645,773

496,980

645,724

546,701

497,743

643,617

546,512

700,314

488,141

649,996

535,206

649,221

548,241

545,580

656,546

551,932

5,717,998

5,831,539

113,431

274,518

784,287

561,761

117,526

295,256

769,561

551,842

1,733,997

1,734,185

23,284

24,208

$ 7,475,279

$ 7,589,932

U.S. Dollar Denominated Unsecured Notes

On August 15, 2022, the Company redeemed its 2.370% Senior Notes due September 15, 2022, with an

aggregate principal amount of $500.0 million.

On January 19, 2021, we completed a public offering of $500 million aggregate principal amount of senior
notes bearing interest at an annual rate of 0.875% and maturing on February 15, 2026. Interest on the senior notes is
payable semi-annually, commencing on August 15, 2021. In connection with the offering, we incurred $3.8 million in
costs.

On April 23, 2021, we completed a public offering of $700 million, $650 million, and $650 million aggregate
principal amount of senior notes bearing interest at an annual rate of the Compounded Secured Overnight Financing
Rate (“SOFR”) plus 0.47% (reset quarterly and at 4.36% as of December 31, 2022), 1.850%, and 2.300%,
respectively, and maturing on April 23, 2024, May 1, 2028, and May 1, 2031, respectively. Interest on the 2024 notes
is payable quarterly, commencing on July 23, 2021. Interest on the 2028 notes and 2031 notes is payable semi-
annually, commencing on November 1, 2021. In connection with the offering, we incurred a total of $13.7 million in
costs.

On November 9, 2021, we completed a public offering of $650 million, $550 million, and $550 million
aggregate principal amount of senior notes bearing interest at an annual rate of 1.500%, 1.950%, and 2.250%,
respectively, and maturing on November 9, 2026, November 9, 2028, and November 9, 2031, respectively. Interest on
the senior notes is payable semi-annually, commencing on May 9, 2022. In connection with the offering, we incurred a
total of $11.3 million in costs.

F-20

PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022

The U.S. Dollar denominated unsecured notes (the “U.S. Dollar Denominated Unsecured Notes”) have
various financial covenants, with which we were in compliance at December 31, 2022. Included in these covenants are
(a) a maximum Debt to Total Assets of 65% (approximately 14% at December 31, 2022) and (b) a minimum ratio of
Adjusted EBITDA to Interest Expense of 1.5x (approximately 25x for the twelve months ended December 31, 2022)
as well as covenants limiting the amount we can encumber our properties with mortgage debt.

Euro Denominated Unsecured Notes

Our Euro denominated unsecured notes (the “Euro Notes”) consist of four tranches: (i) €242.0 million issued
to institutional investors on November 3, 2015, (ii) €100.0 million issued to institutional investors on April 12, 2016,
(iii) €500.0 million issued in a public offering on January 24, 2020, and (iv) €700.0 million issued in a public offering
on September 9, 2021. Interest is payable semi-annually on the notes issued November 3, 2015 and April 12, 2016,
and annually on the notes issued January 24, 2020 and September 9, 2021.The Euro Notes have financial covenants
similar to those of the U.S. Dollar Denominated Unsecured Notes.

We reflect changes in the U.S. Dollar equivalent of the amount payable including the associated interest, as a
result of changes in foreign exchange rates as “Foreign currency exchange gain (loss)” on our income statement (gains
of $99.2 million for 2022, as compared to gains of $111.8 million for 2021 and losses of $98.0 million for 2020).

Mortgage Notes

We assumed our non-recourse mortgage debt in connection with property acquisitions, and we recorded such
debt at fair value with any premium or discount to the stated note balance amortized using the effective interest
method.

At December 31, 2022, the related contractual interest rates of our mortgage notes are fixed, ranging between

3.2% and 7.1%, and mature between November 1, 2023 and July 1, 2030.

At December 31, 2022, approximate principal maturities of our Notes Payable are as follows (amounts in

thousands):

2023

2024
2025
2026
2027

Thereafter

Weighted average effective rate

Unsecured Debt

Mortgage Debt

Total

$

$

— $

8,270 $

807,035
259,039
1,150,000
500,000

4,184,420
6,900,494 $
2.0%

124
131
138
140

1,289
10,092 $
3.4%

8,270

807,159
259,170
1,150,138
500,140

4,185,709
6,910,586
2.0%

Cash paid for interest totaled $133.8 million, $77.7 million, and $52.7 million for 2022, 2021, and 2020,
respectively. Interest capitalized as real estate totaled $6.0 million, $3.5 million and $3.4 million for 2022, 2021, and
2020, respectively.

8. Noncontrolling Interests

There are noncontrolling interests related to several subsidiaries we consolidate of which we do not own
100% of the equity. At December 31, 2022, certain of these subsidiaries have issued 499,966 partnership units to third-
parties that are convertible on a one-for-one basis (subject to certain limitations) into common shares of the Company
at the request of the unitholder. These include a total of 54,137 partnership units of $19.9 million issued to third-parties
in connection with our acquisition of self-storage properties in 2022.

F-21

PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022

At March 31, 2022,

there were 254,833 partnership units of $83.8 million classified as redeemable
noncontrolling interests outside of total equity in our consolidated balance sheets, because the unitholders of these
partnership units had the right to require redemption of their partnership units in cash if common shares of the
Company were not publicly listed. In the second quarter of 2022, the related partnership agreements were amended
with such cash redemption feature removed from these partnership units. We therefore reclassified $83.8 million from
redeemable noncontrolling interests to noncontrolling interests in total equity during the three months ended June 30,
2022.

9. Shareholders’ Equity

Preferred Shares

At December 31, 2022 and 2021, we had the following series of Cumulative Preferred Shares (“Preferred

Shares”) outstanding:

Earliest
Redemption
Date

Series

Dividend Rate

Shares
Outstanding

Liquidation
Preference

Shares
Outstanding

Liquidation
Preference

At December 31, 2022

At December 31, 2021

(Dollar amounts in thousands)

Series F

Series G

Series H

Series I

Series J

Series K

Series L

Series M

Series N

Series O

Series P

Series Q

Series R

Series S

6/2/2022

8/9/2022

3/11/2024

9/12/2024

11/15/2024

12/20/2024

6/17/2025

8/14/2025

10/6/2025

11/17/2025

6/16/2026

8/17/2026

11/19/2026

1/13/2027

5.150%

5.050%

5.600%

4.875%

4.700%

4.750%

4.625%

4.125%

3.875%

3.900%

4.000%

3.950%

4.000%

4.100%

11,200

$

12,000

11,400

12,650

10,350

9,200

22,600

9,200

11,300

6,800

24,150

5,750

17,400

10,000

280,000

300,000

285,000

316,250

258,750

230,000

565,000

230,000

282,500

170,000

603,750

143,750

435,000

250,000

11,200

$

12,000

11,400

12,650

10,350

9,200

22,600

9,200

11,300

6,800

24,150

5,750

17,400

—

280,000

300,000

285,000

316,250

258,750

230,000

565,000

230,000

282,500

170,000

603,750

143,750

435,000

—

Total Preferred Shares

174,000

$

4,350,000

164,000

$

4,100,000

The holders of our Preferred Shares have general preference rights with respect to liquidation, quarterly
distributions, and any accumulated unpaid distributions. Except as noted below, holders of the Preferred Shares do not
have voting rights. In the event of a cumulative arrearage equal to six quarterly dividends, holders of all outstanding
series of preferred shares (voting as a single class without regard to series) will have the right to elect two additional
members to serve on our Board of Trustees (our “Board”) until the arrearage has been cured. At December 31, 2022,
there were no dividends in arrears. The affirmative vote of at least 66.67% of the outstanding shares of a series of
Preferred Shares is required for any material and adverse amendment to the terms of such series. The affirmative vote
of at least 66.67% of the outstanding shares of all of our Preferred Shares, voting as a single class, is required to issue
shares ranking senior to our Preferred Shares.

Except under certain conditions relating to the Company’s qualification as a REIT, the Preferred Shares are
not redeemable prior to the dates indicated on the table above. On or after the respective dates, each of the series of
Preferred Shares is redeemable at our option, in whole or in part, at $25.00 per depositary share, plus accrued and
unpaid dividends. Holders of the Preferred Shares cannot require us to redeem such shares.

F-22

PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022

Upon issuance of our Preferred Shares, we classify the liquidation value as preferred equity on our

consolidated balance sheet with any issuance costs recorded as a reduction to Paid-in capital.

During 2022, 2021, and 2020, we issued the following series of Preferred Shares at an issuance price of
$25.00 per depository share with each depository share representing 0.001 of a share of Preferred Share (amounts in
thousands):

Year
2022
2021
2020

Series

Shares

S
P, Q and R
L, M, N and O

10,000
47,300
49,900

Gross Proceeds
$
250,000
1,182,500
1,247,500

$

Issuance Costs

7,168
35,045
39,294

During 2021 and 2020, we redeemed the following series of Preferred Shares at par (none in 2022) (amounts

in thousands):

Year

2021

Series

Aggregate
Redemption
Amount

Allocation of Income to
Preferred Shares Holders in
Connection with Redemption

C, D and E

$

875,000

$

2020 (a)

V, W, X and B

1,520,000

28,914

48,265

(a) On December 14, 2020, we called for redemption of, and on January 20, 2021, we redeemed Series B
Preferred Shares. The liquidation value (at par) was reclassified as a liability as of December 31, 2020 and we
recorded allocation of income to the holders of our Preferred Shares in 2020 in connection with this
redemption.

Common Shares

During 2022, 2021, and 2020, activity with respect to the issuance of our common shares was as follows

(dollar amounts in thousands):

Employee stock-based compensation and
exercise of stock options (Note 11)

283,190

$ 35,405

552,713

$ 95,860

163,127

$ 12,664

2022

2021

2020

Shares

Amount

Shares

Amount

Shares

Amount

Our Board previously authorized the repurchase from time to time of up to 35.0 million of our common
shares on the open market or in privately negotiated transactions. Through December 31, 2022, we repurchased
approximately 23.7 million shares pursuant to this authorization; none of which were repurchased during the three
years ended December 31, 2022.

The unaudited characterization of dividends for U.S. federal corporate income tax purposes is made based
upon earnings and profits of the Company, as defined by the Code. Common share dividends paid, including amounts
paid to our restricted share unitholders, totaled $3.714 billion ($21.15 per share), $1.402 billion ($8.00 per share), and
$1.399 billion ($8.00 per share) for the years ended December 31, 2022, 2021, and 2020, respectively. Included in
common share dividends paid during 2022 is $2.3 billion of a special cash dividend (“Special Dividend”) of $13.15
per common share paid on August 4, 2022 in connection with the sale of our equity investment in PSB on July 20,
2022. Preferred share dividends totaled $194.4 million, $186.6 million and $207.1 million for the years ended
December 31, 2022, 2021, and 2020, respectively.

For the tax year ended December 31, 2022, distributions for the common shares and all the various series of

preferred shares were classified as follows:

F-23

PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022

1st Quarter

2nd Quarter

2022 (unaudited)
8/4/2022
Special

3rd Quarter

4th Quarter

Ordinary Dividends
Capital Gain Distributions
Total

29.61 %
70.39 %
100.00 %

29.61 %
70.39 %
100.00 %

39.66 %
60.34 %
100.00 %

— %
100.00 %
100.00 %

100.00 %
0.00 %
100.00 %

The ordinary income dividends distributed for the tax year ended December 31, 2022 are not qualified

dividends under the Internal Revenue Code; however, they are subject to the 20% deduction under IRS Section 199A.

10. Related Party Transactions

At December 31, 2022, Tamara Hughes Gustavson, a current member of our Board, held less than a 0.1%
equity interest in, and is a manager of, a limited liability company that owns 65 self-storage facilities in Canada. Two
of Ms. Gustavson’s adult children owned the remaining equity interest in the limited liability company. These facilities
operate under the Public Storage® tradename, which we license to the owners of these facilities for use in Canada on a
royalty-free, non-exclusive basis. We have no ownership interest in these facilities and we do not own or operate any
facilities in Canada. If we chose to acquire or develop our own facilities in Canada, we would have to share the use of
the Public Storage® name in Canada. We have a right of first refusal, subject to limitations, to acquire the stock or
assets of the corporation engaged in the operation of these facilities if their owners agree to sell them. Our subsidiaries
reinsure risks relating to loss of goods stored by customers in these facilities, and have received premium payments of
approximately $2.2 million, $2.1 million and $1.6 million for 2022, 2021, and 2020, respectively.

On July 8, 2022, we acquired from PSB the commercial interests in five properties at three sites jointly
occupied with certain of our self-storage facilities located in Maryland and Virginia, for $47.3 million. We recognized
$27.0 million of real estate assets and $0.7 million of intangibles for the properties acquired, representing the cost of
these commercial properties that we did not have interest in through our equity investment in PSB. We recognized the
remaining $19.6 million as an increase in our basis in our equity investment in PSB, which represents the elimination
of our portion of the gain recorded by PSB.

11. Share-Based Compensation

Under various share-based compensation plans and under terms established or modified by our Board or a
committee thereof, we grant equity awards to trustees, officers, and key employees, including non-qualified options to
purchase the Company’s common shares, RSUs, deferred share units (“DSUs”), and unrestricted common shares
issued in lieu of trustee compensation.

On April 26, 2021, the Company’s Shareholders approved the 2021 Equity and Performance-Based Incentive
Compensation Plan (“2021 Plan”), which authorized an additional three million shares available for future issuance of
equity-based awards. As of December 31, 2022, there were a total of 1,724,352 shares reserved for granting of future
options and stock awards under the 2021 Plan.

We recorded share-based compensation expense associated with our equity awards in the various expense
categories in the Consolidated Statements of Income as set forth in the following table. In addition, $4.1 million and
$3.9 million share-based compensation cost was capitalized as real estate facilities for the year ended December 31,
2022 and 2021, respectively (none in 2020).

F-24

PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022

Self-storage cost of operations

Ancillary cost of operations

General and administrative

Total

For Years Ended December 31,

2022

2021

2020

(Amounts in thousands)

17,950

$

20,544

$

888

37,865

1,561

37,760

56,703

$

59,865

$

$

$

14,904

—

18,586

33,490

Included in share-based compensation is $14.9 million, $15.9 million and $5.7 million for the years ended

December 31, 2022, 2021, and 2020, respectively, of retirement acceleration as discussed in Note 2.

Stock Options

We have service-based and performance-based stock options outstanding. Performance-based stock options
outstanding vest upon meeting certain performance conditions or market conditions. Stock options generally vest over
3 to 5 years, expire 10 years after the grant date, and have an exercise price equal to the closing trading price of our
common shares on the grant date. New shares are issued for options exercised. Employees cannot require the Company
to settle their award in cash.

For the years ended December 31, 2022, 2021, and 2020, we incurred share-based compensation cost for

outstanding stock options of $19.9 million, $25.1 million and $7.6 million, respectively.

During 2022, we granted 65,000 stock options in connection with non-management trustee compensation. We
also granted 77,683 stock options, of which vesting is dependent upon meeting certain market conditions over the
three-year period from January 1, 2022 through December 31, 2024, with continued service-based vesting through the
first quarter of 2027. These stock options require relative achievement of the Company’s total shareholder return as
compared to the weighted average total shareholder return of specified peer groups and can result in grantees earning
up to 200% of the target options originally granted.

During 2021, 245,000 stock options were awarded where vesting is dependent upon meeting certain
performance targets over the three-year period from January 1, 2021 through December 31, 2023, which are
considered performance conditions, with continued service-based vesting through the first quarter of 2026. These
awards contain a relative Total Shareholder Return modifier that will adjust the payout based on relative performance
as compared to the market. As of December 31, 2022, these performance targets were expected to be met at 125%
achievement, an increase from 100% as of December 31, 2021.

During 2020, 770,000 stock options were awarded where vesting is dependent upon meeting certain
performance targets over the three-year period from January 1, 2020 through December 31, 2022, which are
considered performance conditions, with continued service-based vesting through the first quarter of 2025. These
performance targets were met at 125% achievement at December 31, 2022.

The stock options outstanding at December 31, 2022 have an aggregate intrinsic value (the excess, if any, of
each option’s market value over the exercise price) of approximately $209.8 million and remaining average contractual
lives of approximately five years. Total compensation cost related to nonvested stock options that has not yet been
recognized is $21.2 million and is expected to be recognized as compensation cost over approximately three years on
average. Exercisable stock options have an aggregate intrinsic value of approximately $128.9 million at December 31,
2022 and remaining average contractual lives of approximately three years.

Additional information with respect to stock options during 2022, 2021, and 2020 is as follows:

F-25

PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022

Service-Based

Performance-Based

Total

Options outstanding January 1, 2020

2,339,667

$

Number of
Options

Granted

Exercised

Cancelled

70,000

(71,500)

(107,000)

Options outstanding December 31, 2020

2,231,167

$

Weighted
Average
Exercise
Price per
Share

204.53

200.61

(175.16)

(220.33)

204.60

248.54

140,000

(471,216)

(203.30)

Weighted
Average
Exercise
Price per
Share

Number of
Options

Weighted
Average
Exercise
Price per
Share

Number of
Options

— $

— 2,339,667

$

770,000

228.94

—

—

840,000

(71,500)

(40,000)

(228.94)

(147,000)

730,000

$

420,000

—

228.94

229.53

2,961,167

$

560,000

—

(471,216)

Options outstanding December 31, 2021

1,899,951

$

Granted (b)

Special dividend adjustment (c)

65,000

62,512

208.16

398.97

N/A

1,140,000

$

138,933

41,836

229.16

299.88

N/A

3,039,951

$

203,933

104,348

—

—

(10,000)

(228.94)

(10,000)

Options outstanding December 31, 2022 (d)

1,854,041

Options exercisable at December 31, 2022 (d)

1,617,555

(173,422)

(189.95)

(10,327)

(221.68)

(183,749)

(191.74)

—

—

209.53

200.87

$

$

—

1,310,442

10,327

$

$

—

229.39

221.68

—

3,164,483

1,627,882

$

$

—

217.75

201.00

204.53

226.58

(175.16)

(222.67)

210.59

234.29

(203.30)

(228.94)

216.04

331.46

N/A

Granted (a)

Exercised

Cancelled

Exercised

Cancelled

Aggregate exercise date intrinsic value of options exercised during the year (in 000's)

$

27,210

$

44,613

$

3,433

2022

2021

2020

Average assumptions used in valuing options with the Black-Scholes method:

Expected life of options in years

Risk-free interest rate

Expected volatility, based upon historical volatility

Expected dividend yield

Average assumptions used in valuing options with market conditions with the

Monte-Carlo simulation method:

Expected life of options in years

Risk-free interest rate

Expected volatility, based upon historical volatility

Expected dividend yield

5

0.4%

21.6%

3.8%

6

2.9%

22.9%

2.0%

7

1.8%

22.6%

2.3%

5

0.8%

24.1%

2.9%

5

0.9%

26.5%

2.9%

Average estimated value of options granted during the year

$

87.57

$

62.66

$

17.79

(a) Amount granted for performance-based stock options includes performance adjustments above target for

options granted in 2020.

(b) Amount granted for performance-based stock options includes performance adjustments above target for

options granted in 2021.

(c) On August 4, 2022, we paid a Special Dividend of $13.15 per common share to shareholders of record as of
August 1, 2022. Stock options that were outstanding at the time of the Special Dividend were adjusted pursuant to the
anti-dilution provisions of the Company’s applicable equity and performance-based incentive compensation plans that
provide for equitable adjustments in the event of an extraordinary cash dividend. The anti-dilution adjustments

F-26

PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022

proportionately increased the number of outstanding stock options and reduced the exercise prices of outstanding stock
options by a conversion rate of 1.03275, resulting in an increase of 104,348 stock options outstanding. The
adjustments did not result in incremental share-based compensation expense.

(d) The weighted average exercise price of options outstanding and options exercisable at December 31, 2022

reflect the adjusted exercise price post the anti-dilution adjustment on August 3, 2022.

Restricted Share Units

We have service-based and performance-based RSUs outstanding, which generally vest over 5 to 8 years
from the grant date. Performance-based RSUs outstanding vest upon meeting certain performance conditions or market
conditions. The grantee receives dividends for each outstanding RSU equal to the per-share dividends received by our
common shareholders. We expense any dividends previously paid upon forfeiture of the related RSU. Upon vesting,
the grantee receives new common shares equal to the number of vested RSUs, less common shares withheld to satisfy
the grantee’s statutory tax liabilities arising from the vesting.

The fair value of our RSUs is determined based upon the applicable closing trading price of our common

shares.

For the years ended December 31, 2022, 2021, and 2020, we incurred share-based compensation cost for

RSUs of $39.9 million, $37.6 million, and $25.1 million, respectively.

During 2022, 21,985 RSUs were awarded where vesting is dependent upon meeting certain market conditions
over a three-year period from January 1, 2022 through December 31, 2024, with continued service-based vesting
through the first quarter of 2027. The amount of these RSUs that are earned and vested, if any, will be based, in
addition to continued employment requirements, on the Company's relative total shareholder return over the three-year
period as compared to the weighted average total shareholder return of the specified peer groups and can result in
grantees earning up to 200% of the target RSUs originally granted.

During 2021, 37,000 RSUs were awarded where vesting is dependent upon meeting certain performance
targets for 2021, which are considered performance conditions, with continued service-based vesting through the first
quarter of 2026. As of December 31, 2021, these targets were met at 125% achievement.

Remaining compensation cost related to RSUs outstanding at December 31, 2022 totals approximately $74.3
million and is expected to be recognized over the next two years on average. The following tables set forth relevant
information with respect to restricted shares (dollar amounts in thousands):

F-27

PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022

Service-Based

Performance-Based

Total

Number of
Restricted
Share Units

Weighted-
Average
Grant-Date
Fair Value

Number of
Restricted
Share Units

Weighted-
Average
Grant-Date
Fair Value

Number of
Restricted
Share Units

Weighted-
Average
Grant-Date
Fair Value

619,150

$

213.29

— $

110,755

(140,089)

(37,028)

222.27

(200.88)

(215.08)

—

—

—

552,788

$

218.11

— $

—

—

—

—

—

619,150

$

213.29

110,755

(140,089)

(37,028)

222.27

(200.88)

(215.08)

552,788

$

218.11

143,068

(138,420)

(32,864)

336.06

(216.63)

(221.32)

46,250

275.12

189,318

—

—

—

—

(138,420)

(32,864)

321.17

(216.63)

(221.32)

524,572

$

249.90

46,250

$

275.12

570,822

$

251.95

51,575

(146,138)

(22,197)

293.43

(240.71)

(256.50)

21,985

465.11

73,560

—

—

—

—

(146,138)

(22,197)

344.74

(240.71)

(256.50)

Restricted share units outstanding
January 1, 2020

Granted

Vested

Forfeited

Restricted share units outstanding
December 31, 2020

Granted (a)

Vested

Forfeited

Restricted share units outstanding
December 31, 2021

Granted

Vested

Forfeited

Restricted share units outstanding
December 31, 2022

407,812

$

258.34

68,235

$

336.33

476,047

$

269.52

Amounts for the year (in 000's, except number of shares):
Fair value of vested shares on vesting date
Cash paid for taxes upon vesting in lieu of issuing common shares
Common shares issued upon vesting

2022

2021

2020

$
$

$
$

47,244
16,827
99,009

$
$

37,430
13,069
81,325

31,076
10,518
91,627

Average assumptions used in valuing restricted share units with market
conditions with the Monte-Carlo simulation method:
Time from the valuation date to the end of the performance period
Risk-free interest rate
Expected volatility, based upon historical volatility
Expected dividend yield

3
1.6%
26.5%
2.3%

Average estimated value of restricted share units granted during the year

$

465.11

(a) Amount includes adjustments above target for performance-based RSUs granted in fiscal year 2021

based on achievement of performance criteria.

Trustee Deferral Program

Non-management trustees may elect to receive all or a portion of their cash retainers in cash, unrestricted
common shares, or fully-vested DSUs to be settled at a specified future date. Shares of unrestricted stock and/or DSUs
will be granted to the non-management trustee on the last day of each calendar quarter based on the cash retainer
earned for that quarter and converted into a number of shares or units based on the applicable closing price of our
common shares on such date. During 2022, we granted 2,425 DSUs and 432 unrestricted common shares.

F-28

PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022

12. Net Income per Common Share

We allocate net income to (i) noncontrolling interests based upon their contractual rights in the respective
subsidiaries or for participating noncontrolling interests based upon their participation in both distributed and
undistributed earnings of the Company, (ii) preferred shareholders, for distributions paid or payable, (iii) preferred
shareholders, to the extent redemption cost exceeds the related original net issuance proceeds (a “preferred share
redemption charge”), and (iv) RSUs, for non-forfeitable dividends paid and adjusted for participation rights in
undistributed earnings of the Company.

We calculate basic and diluted net income per common share based upon net income allocable to common
shareholders, divided by (i) weighted average common shares for basic net income per common share, and (ii)
weighted average common shares adjusted for the impact of dilutive stock options outstanding for diluted net income
per common share. Potentially dilutive stock options representing 147,344 common shares were excluded from the
computation of diluted earnings per share for the year ended December 31, 2022, because their effect would have been
antidilutive.

The following table reconciles the numerators and denominators of the basic and diluted net income per
common shares computation for the year ended December 31, 2022, 2021, and 2020, respectively (in thousands,
except per share amounts):

For the Years Ended December 31,
2021

2020

2022

Numerator for basic and dilutive net income per common
share – net income allocable to common shareholders

$

4,142,288 $

1,732,444 $

1,098,335

Denominator for basic net income per share - weighted

average common shares outstanding

Net effect of dilutive stock options - based on treasury

stock method

Denominator for dilutive net income per share - weighted

average common shares outstanding

175,257

174,858

174,494

1,023

710

148

176,280

175,568

174,642

Net income per common share:

Basic

Dilutive

$

$

23.64 $

23.50 $

9.91 $

9.87 $

6.29

6.29

F-29

PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022

13. Segment Information

Our operating segments reflect

the significant components of our operations where discrete financial

information is evaluated separately by our chief operating decision maker.

Self-Storage Operations

The Self-Storage Operations reportable segment reflects the aggregated rental operations from the self-
storage facilities we own from (i) Same Store Facilities, (ii) Acquired Facilities, (iii) Developed and Expanded
Facilities, and (iv) Other Non-Same Store Facilities. The presentation in the table below sets forth the Net Operating
Income (“NOI”) of this reportable segment, as well as the related depreciation expense. For all periods presented,
substantially all of our real estate facilities, goodwill and other intangible assets, other assets, and accrued and other
liabilities are associated with the Self-Storage Operations reportable segment.

Ancillary Operations

The Ancillary Operations reflects the combined operations of our tenant reinsurance, merchandise sales, and

third party property management operating segments.

Presentation of Segment Information

The following table reconciles NOI and net income attributable to our reportable segment to our consolidated

net income:

Self-Storage Operations Reportable Segment

Revenue

Cost of operations

Net operating income

Depreciation and amortization

Net income

Ancillary Operations

Revenue

Cost of operations

Net operating income

For the Years Ended December 31,

2022

2021

2020

(amounts in thousands)

$

3,946,028

$

3,203,566

$

2,721,630

(980,209)

2,965,819

(888,146)

2,077,673

236,135

(72,698)

163,437

(852,030)

2,351,536

(713,428)

1,638,108

212,258

(68,568)

143,690

(807,543)

1,914,087

(553,257)

1,360,830

193,438

(59,919)

133,519

Total net income allocated to segments

2,241,110

1,781,798

1,494,349

Other items not allocated to segments:

General and administrative

Interest and other income

Interest expense

Equity in earnings of unconsolidated real estate entities

Foreign currency exchange gain (loss)

Gain on sale of real estate

Gain on sale of equity investment in PS Business Parks, Inc.

(114,742)

40,567

(136,319)

106,981

98,314

1,503

2,128,860

(101,254)

12,306

(90,774)

232,093

111,787

13,683

—

(83,199)

22,323

(56,283)

80,497

(97,953)

1,493

—

Net income

$

4,366,274

$

1,959,639

$

1,361,227

F-30

PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022

14. Commitments and Contingencies

Contingent Losses

We are a party to various legal proceedings and subject to various claims and complaints; however, we
believe that the likelihood of these contingencies resulting in a material loss to the Company, either individually or in
the aggregate, is remote.

Insurance and Loss Exposure

We carry property, earthquake, general liability, employee medical insurance, and workers compensation
coverage through internationally recognized insurance carriers, subject to deductibles. Our deductible for general
liability is $2.0 million per occurrence. Our annual deductible for property loss is $25.0 million per occurrence. This
deductible decreases to $5.0 million once we reach $35.0 million in aggregate losses for occurrences that exceed $5.0
million. Insurance carriers’ aggregate limits on these policies of $75.0 million for property losses and $102.0 million
for general liability losses are higher than estimates of maximum probable losses that could occur from individual
catastrophic events determined in recent engineering and actuarial studies; however, in case of multiple catastrophic
events, these limits could be exceeded.

We reinsure a program that provides insurance to our customers from an independent third-party insurer. This
program covers customer claims for losses to goods stored at our facilities as a result of specific named perils
(earthquakes are not covered by this program), up to a maximum limit of $5,000 per storage unit. We reinsure all risks
in this program, but purchase insurance to cover this exposure for a limit of $15.0 million for losses in excess of $5.0
million per occurrence. We are subject to licensing requirements and regulations in all states. Customers participate in
the program at their option. At December 31, 2022, there were approximately 1.2 million certificates held by our self-
storage customers, representing aggregate coverage of approximately $5.6 billion.

Commitments

We have construction commitments representing future expected payments for construction under contract
totaling $263.5 million at December 31, 2022. We expect to pay approximately $229.8 million in 2023 and $33.7
million in 2024 for these construction commitments.

We have future contractual payments on land, equipment and office space under various lease commitments
totaling $63.4 million at December 31, 2022. We expect to pay approximately $3.1 million in each of 2023 and 2024,
$3.0 million in each of 2025 and 2026, $2.1 million in 2027 and $49.1 million thereafter for these commitments.

15. Subsequent Events

Subsequent to December 31, 2022, we acquired or were under contract to acquire eight self-storage facilities

across five states with 0.5 million net rentable square feet, for $70.5 million.

On February 4, 2023, our Board of Trustees declared a 50% increase in its regular common quarterly
dividend from $2.00 to $3.00 per share, payable on March 30, 2023 to shareholders of record as of March 15, 2023.
The distribution equates to an annualized increase to the Company’s regular common dividend from $8.00 to $12.00
per share.

F-31

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1)

(2)

(3)

(4)

(5)

Registration Statement on Form S-3ASR (No. 333-264750) and related prospectus,

Registration Statement on Form S-8 (No.333-255733) and related prospectus of Public Storage for
the registration of common shares of beneficial interest pertaining to the Public Storage 2021
Equity and Performance-Based Incentive Compensation Plan,

Registration Statement on Form S-8 (No. 333-210937) and related prospectus of Public Storage
for the registration of common shares of beneficial interest pertaining to the Public Storage 2016
Equity and Performance-Based Incentive Compensation Plan,

Registration Statement on Form S-8 (No. 333-195646) and related prospectus of Public Storage
for the registration of common shares of beneficial interest pertaining to the Public Storage 2007
Equity and Performance-Based Incentive Compensation Plan, as amended, and

Registration Statement on Form S-8 (No.333-144907) and related prospectus of Public Storage for
the registration of common shares of beneficial interest pertaining to the Public Storage 2007
Equity and Performance-Based Incentive Compensation Plan;

of our reports dated February 21, 2023, with respect to the consolidated financial statements of Public Storage and
the effectiveness of internal control over financial reporting of Public Storage included in this Annual Report (Form
10-K) of Public Storage for the year ended December 31, 2022.

/s/ ERNST & YOUNG LLP

February 21, 2023
Los Angeles, California

Exhibit 31.1

RULE 13A – 14(a) CERTIFICATION

I, Joseph D. Russell, Jr., certify that:

1.

I have reviewed this Annual Report on Form 10-K of Public Storage;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;

c)

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

a)

b)

all significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant's internal control over financial reporting.

/s/ Joseph D. Russell, Jr.
Name:
Title:
Date:

Joseph D. Russell, Jr.
President and Chief Executive Officer
February 21, 2023

Exhibit 31.2

RULE 13A – 14(a) CERTIFICATION

I, H. Thomas Boyle, certify that:

1.

I have reviewed this Annual Report on Form 10-K of Public Storage;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;

c)

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

a)

b)

all significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant's internal control over financial reporting.

/s/ H. Thomas Boyle
Name: H. Thomas Boyle
Title:

Senior Vice President, Chief Financial Officer and
Chief Investment Officer
February 21, 2023

Date:

Exhibit 32

SECTION 1350 CERTIFICATION

In connection with the Annual Report on Form 10-K of Public Storage (the “Company”) for the year ended
December 31, 2022, as filed with the Securities and Exchange Commission (the “SEC”) on the date hereof (the
“Report”), Joseph D. Russell, Jr., as Chief Executive Officer and President of the Company and H. Thomas Boyle,
as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant
to §906 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), that:

(1) The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as

amended (the “Exchange Act”); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and

results of operations of the Company.

/s/ Joseph D. Russell, Jr.
Name:
Title:
Date:

Joseph D. Russell, Jr.
President and Chief Executive Officer
February 21, 2023

/s/ H. Thomas Boyle
Name: H. Thomas Boyle
Title:

Senior Vice President, Chief Financial Officer and
Chief Investment Officer
February 21, 2023

Date:

This certification accompanies the Report pursuant to §906 of Sarbanes-Oxley and shall not, except to the extent
required by Sarbanes-Oxley, be deemed filed by the Company for purposes of §18 of the Exchange Act.

A signed original of this written statement required by §906 of Sarbanes-Oxley has been provided to the Company,
and will be retained and furnished to the SEC or its staff upon request.

Corporate Headquarters
701 Western Avenue
Glendale, CA 91201-2349

Investor Relations
Ryan Burke
Vice President, Investor Relations
(818) 244-8080

Transfer Agent
Computershare Trust Company, N.A.
P.O. Box 43078
Providence, RI 02940-3078
(781) 575-3120
Shareholder website:

www.computershare.com/investor

Shareholder online inquiries:

www.computershare.com/us/investor-inquiries

Independent Registered Public
Accounting Firm
Ernst & Young LLP
Los Angeles, CA

Annual Meeting of Shareholders
The Annual Meeting of Shareholders of Public Storage
will be held on May 2, 2023 at 8:00 a.m. Eastern Time
at The Ritz-Carlton Georgetown, 3100 S Street NW,
Washington, DC 20007.

Additional Information Sources
The Company’s website, PublicStorage.com, contains
financial information of interest to shareholders, brokers
and others.

CORPORATE DATA (as of February 28, 2023)

Trustees

Ronald L. Havner, Jr. (2002)
Chairman of the Board, Retired Chief Executive
Officer, Public Storage

Executive Team

Joseph D. Russell, Jr.
President, Chief Executive Officer

Joseph D. Russell, Jr. (2019)
President and Chief Executive Officer,
Public Storage

Tamara Hughes Gustavson (2008)
Real Estate Investor, Philanthropist

Leslie S. Heisz (2017)
Retired Managing Director,
Lazard Frères & Co.

Michelle Millstone-Shroff (2021)
Former Chief Customer Experience Officer, Bed
Bath & Beyond, Inc., and President and Chief
Operating Officer, buybuy BABY, Inc.

Shankh S. Mitra (2021)
Chief Executive Officer, Welltower, Inc.

David J. Neithercut (2021)
Retired Chief Executive Officer, Equity Residential

H. Thomas Boyle
Senior Vice President, Chief Financial and
Investment Officer

Natalia N. Johnson
Senior Vice President, Chief Administrative
Officer

Nathaniel A. Vitan
Senior Vice President, Chief Legal Officer and
Corporate Secretary

David D. Lee
Senior Vice President, Chief Operating Officer

Michael Braine
Chief Technology Officer

Andres M. Friedman
Senior Vice President, Development

Dilhara Kaluarachchi
Vice President, Customer Care

Rebecca Owen (2021)
Founder and Chairperson, Battery Reef, and Former
Chief Legal Officer and Chief Investment Officer,
Clark Enterprises, Inc.

Nicholas J. Kangas
Executive Vice President, Finance and
Accounting

Steven H. Lentin
Executive Vice President, Operations

Michael K. McGowan
Senior Vice President, Acquisitions

Terrance F. Spidell
Senior Vice President, Corporate Controller

Kristy M. Pipes (2020)
Retired Managing Director and Chief Financial
Officer, Deloitte Consulting LLP

Avedick B. Poladian (2010)
Retired Executive Vice President and
Chief Operating Officer, Lowe Enterprises, Inc.

John Reyes (2019)
Retired Chief Financial Officer, Public Storage

Tariq M. Shaukat (2019)
President, Bumble

Ronald P. Spogli (2010)
Co-Founder, Freeman Spogli & Co.

Paul S. Williams (2021)
Retired Partner, Major, Lindsey & Africa, and
Former President, National Association of Corporate
Directors

(

) = Year trustee was elected to the Board

Founders
B. Wayne Hughes
Kenneth Q. Volk, Jr.

Shurgard Self Storage Limited
Marc Oursin
Chief Executive Officer

Nathan A. Tan
Senior Vice President, Human Resources

Public Storage is a member and active supporter of the
National Association of Real Estate Investment Trusts.

Phillip D. Williams, Jr.
Senior Vice President, Construction

Third Party Management
Peter G. Panos
President

Asset Management
John M. Sambuco
President

PS Insurance
Marshann G. Varley
President

Certifications
The most recent certifications by our Chief Executive
Officer and Chief Financial Officer pursuant to
Sections 302 and 906 of the Sarbanes-Oxley Act of 2002
are filed as exhibits to our Form 10-K. Our Chief
Executive Officer’s most recent annual certification to
the New York Stock Exchange was submitted on
May 9, 2022.

Stock Exchange Listing
The Company’s Common Shares trade under ticker
symbol PSA on the New York Stock Exchange.

PUBLIC STORAGE

701 Western Avenue, Glendale, California 91201-2349
(818) 244-8080  •  PublicStorage.com