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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
____________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 30, 2023
____________________
Public Storage
(Exact Name of Registrant as Specified in its Charter)
____________________
Maryland 001-33519 93-2834996
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

701 Western Avenue, Glendale, California
91201-2349
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code (818) 244-8080
N/A
(Former name or former address, if changed since last report)
____________________
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Class Trading Symbol Name of exchange on which registered
Common Shares, $0.10 par value PSA New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 5.150% Cum Pref Share, Series F, $0.01 par value PSAPrF New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 5.050% Cum Pref Share, Series G, $0.01 par value PSAPrG New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 5.600% Cum Pref Share, Series H, $0.01 par value PSAPrH New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 4.875% Cum Pref Share, Series I, $0.01 par value PSAPrI New York Stock Exchange



Depositary Shares Each Representing 1/1,000 of a 4.700% Cum Pref Share, Series J, $0.01 par value PSAPrJ New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 4.750% Cum Pref Share, Series K, $0.01 par value PSAPrK New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 4.625% Cum Pref Share, Series L, $0.01 par value PSAPrL New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 4.125% Cum Pref Share, Series M, $0.01 par value PSAPrM New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 3.875% Cum Pref Share, Series N, $0.01 par value PSAPrN New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 3.900% Cum Pref Share, Series O, $0.01 par value PSAPrO New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 4.000% Cum Pref Share, Series P, $0.01 par value
PSAPrP
New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 3.950% Cum Pref Share, Series Q, $0.01 par value
PSAPrQ
New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 4.000% Cum Pref Share, Series R, $0.01 par value
PSAPrR
New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 4.100% Cum Pref Share, Series S, $0.01 par value
PSAPrS
New York Stock Exchange
Guarantee of 0.875% Senior Notes due 2032 issued by Public Storage Operating Company PSA/32 New York Stock Exchange
Guarantee of 0.500% Senior Notes due 2030 issued by Public Storage Operating Company PSA/30 New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐





The information in Item 2.02 of this Form 8-K and the Exhibit attached hereto pursuant to Item 9.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 2.02Results of Operations and Financial Condition and Exhibits
On October 30, 2023, Public Storage announced its financial results for the quarter ended September 30, 2023. The full text of the press release issued in connection with the announcement is included in Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01Financial Statements and Exhibits
(d)    Exhibits
Exhibit No. Description
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PUBLIC STORAGE
By:
/s/ H. Thomas Boyle
Date: October 30, 2023
H. Thomas Boyle
Senior Vice President, Chief Financial and Investment Officer

EX-99.1 2 psa-103023xex99_1.htm EX-99.1 Document

News Release

Public Storage
701 Western Avenue
Glendale, CA 91201-2349
www.publicstorage.com
For Release
Immediately
Date
October 30, 2023
Contact
Ryan Burke
(818) 244-8080, Ext. 1141
Public Storage Reports Results for the Three and Nine Months Ended September 30, 2023
GLENDALE, California – Public Storage (NYSE:PSA) announced today operating results for the three and nine months ended September 30, 2023.
“Public Storage’s industry-leading platform drove higher move-in volumes, improved occupancy, and better-than-expected NOI growth in our stabilized and lease-up portfolios during the third quarter. Collectively, this propelled a third consecutive increase to our outlook for 2023 within a competitive customer move-in environment across the self-storage industry,” said Joe Russell, President and Chief Executive Officer. “The team successfully integrated the $2.2 billion Simply Self Storage portfolio, welcoming approximately 90,000 customers to our platform. We are uniquely positioned to deliver growth and value to our stakeholders in an industry with strong secular fundamentals.”
Highlights for the Three Months Ended September 30, 2023
•Reported net income allocable to common shareholders of $3.20 per diluted share.
•Reported core FFO allocable to common shareholders (“Core FFO”) of $4.33 per diluted share, an increase of 4.8% relative to the same period in 2022. Core FFO per diluted share increased 5.6% compared to the same period in 2022, excluding the contribution from our equity investment in PS Business Parks, Inc. (“PSB”), which we sold in July 2022.
•Increased Same Store (as defined below) direct net operating income by 1.9%, resulting from a 2.5% increase in Same Store revenues.
•Achieved 79.7% Same Store direct net operating income margin.
•Closed acquisitions of BREIT Simply Storage LLC, a self-storage company that owns and operates 127 self-storage facilities (9.4 million net rentable square feet) and manages 25 self-storage facilities for third parties for $2.2 billion in cash on September 13, 2023 (the “Simply Acquisition”), and ten self-storage facilities (0.7 million net rentable square feet) for $110.5 million. Subsequent to September 30, 2023, we acquired or were under contract to acquire eleven self-storage facilities (0.8 million net rentable square feet) for $170.3 million.
•Opened three newly developed facilities and completed various expansion projects (0.5 million net rentable square feet) costing $88.2 million. At September 30, 2023, we had various facilities in development and expansion with 4.6 million net rentable square feet estimated to cost $952.1 million.
•On July 26, 2023, in connection with the Simply Acquisition, issued $2.2 billion of unsecured senior notes in 2-, 5.5-, 10-, and 30-year tranches bearing annual rates of Compounded SOFR + 0.60%, 5.125%, 5.100%, and 5.350%, respectively.
1


Operating Results for the Three Months Ended September 30, 2023
For the three months ended September 30, 2023, net income allocable to our common shareholders was $563.2 million or $3.20 per diluted common share, compared to $2.7 billion or $15.38 per diluted common share for the same period in 2022, representing a decrease of $2.1 billion or $12.18 per diluted common share. The decrease is due primarily to (i) a $2.1 billion gain on sale of our equity investment in PSB in July 2022, (ii) a $52.3 million decrease in foreign currency exchange gains primarily associated with our Euro denominated notes payable, and (iii) a $24.2 million increase in interest expense, partially offset by (iv) a $39.0 million increase in self-storage net operating income and (v) a $19.6 million increase in interest and other income.
The $39.0 million increase in self-storage net operating income in the three months ended September 30, 2023 as compared to the same period in 2022 is a result of a $15.7 million increase attributable to our Same Store Facilities and a $23.3 million increase attributable to our Non-Same Store Facilities (as defined below). Revenues for the Same Store Facilities increased 2.5% or $21.1 million in the three months ended September 30, 2023 as compared to the same period in 2022, 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 2.8% or $5.5 million in the three months ended September 30, 2023 as compared to the same period in 2022, due primarily to increased property tax expense and marketing expense. The increase in net operating income of $23.3 million for the Non-Same Store Facilities is due primarily to the impact of facilities acquired in 2021, 2022, and 2023 and the fill-up of recently developed and expanded facilities.
Operating Results for the Nine Months Ended September 30, 2023
For the nine months ended September 30, 2023, net income allocable to our common shareholders was $1.6 billion or $8.85 per diluted common share, compared to $3.8 billion or $21.44 per diluted common share for the same period in 2022, representing a decrease of $2.2 billion or $12.59 per diluted common share. The decrease is due primarily to (i) a $2.1 billion gain on sale of our equity investment in PSB in July 2022, (ii) a $217.3 million decrease in foreign currency exchange gains primarily associated with our Euro denominated notes payable, (iii) a $77.3 million decrease in equity in earnings of unconsolidated real estate entities due to our sale of PSB in July 2022, and (iv) a $32.4 million increase in interest expense, partially offset by (v) a $194.2 million increase in self-storage net operating income and (vi) a $43.0 million increase in interest and other income.
The $194.2 million increase in self-storage net operating income in the nine months ended September 30, 2023 as compared to the same period in 2022 is a result of a $121.4 million increase attributable to our Same Store Facilities and a $72.8 million increase attributable to our Non-Same Store Facilities. Revenues for the Same Store Facilities increased 6.1% or $147.5 million in the nine months ended September 30, 2023 as compared to the same period in 2022, 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 4.5% or $26.1 million in the nine months ended September 30, 2023 as compared to the same period in 2022, due primarily to increased property tax expense, marketing expense, and other direct property costs. The increase in net operating income of $72.8 million for the Non-Same Store Facilities is due primarily to the impact of facilities acquired in 2021 and 2022 and the fill-up of recently developed and expanded facilities.
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 real estate-related 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 three months ended September 30, 2023, FFO was $4.58 per diluted common share as compared to $4.66 for the same period in 2022, representing a decrease of 1.7%.
For the nine months ended September 30, 2023, FFO was $12.82 per diluted common share, as compared to $13.08 in the same period in 2022, representing a decrease of 2.0%.
2


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 contingency resolution, due diligence costs incurred in pursuit of strategic transactions, unrealized gain on private equity investments, UPREIT reorganization costs, Simply integration costs, amortization of acquired non real estate-related intangibles from the Simply Acquisition, property losses and tenant claims due to casualties and our equity share of deferred tax benefits of a change in tax status and severance of a senior executive 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.
3


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 (unaudited):
Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 Percentage Change 2023 2022 Percentage Change
(Amounts in thousands, except per share data)
Reconciliation of Net Income to FFO and Core FFO:
Net income allocable to common shareholders $ 563,237  $ 2,712,161  (79.2) % $ 1,559,084  $ 3,779,666  (58.8) %
Eliminate items excluded from FFO:
Real estate-related depreciation and amortization 237,098  218,963  677,856  657,131 
Depreciation from unconsolidated real estate investments 8,457  10,599  26,141  44,985 
Depreciation allocated to noncontrolling interests and restricted share unitholders (1,612) (1,843) (4,817) (4,841)
Gains on sale of real estate investments, including our equity share from investments (167) (1,219) (239) (54,403)
Gain on sale of equity investment in PS Business Parks, Inc. —  (2,116,839) —  (2,116,839)
FFO allocable to common shares $ 807,013  $ 821,822  (1.8) % $ 2,258,025  $ 2,305,699  (2.1) %
Eliminate the impact of items excluded from Core FFO, including our equity share from investments:
Foreign currency exchange gain (47,880) (100,170) (19,924) (237,270)
Property losses and tenant claims due to casualties —  6,118  —  6,118 
Other items 3,804  (344) (2,422) 422 
Core FFO allocable to common shares $ 762,937  $ 727,426  4.9  % $ 2,235,679  $ 2,074,969  7.7  %
Reconciliation of Diluted Earnings per Share to FFO per Share and Core FFO per Share:
Diluted earnings per share $ 3.20  $ 15.38  (79.2) % $ 8.85  $ 21.44  (58.7) %
Eliminate amounts per share excluded from FFO:
Real estate-related depreciation and amortization 1.38  1.29  3.97  3.95 
Gains on sale of real estate investments, including our equity share from investments —  (0.01) —  (0.31)
Gain on sale of equity investment in PS Business Parks, Inc. —  (12.00) —  (12.00)
FFO per share $ 4.58  $ 4.66  (1.7) % $ 12.82  $ 13.08  (2.0) %
Eliminate the per share impact of items excluded from Core FFO, including our equity share from investments:
Foreign currency exchange gain (0.27) (0.57) (0.11) (1.35)
Property losses and tenant claims due to casualties —  0.04  —  0.04 
Other items 0.02  —  (0.02) — 
Core FFO per share $ 4.33  $ 4.13  4.8  % $ 12.69  $ 11.77  7.8  %
Exclude the contribution from our equity investment in PS Business Parks, Inc. to Core FFO per share —  (0.03) —  (0.33)
Core FFO per share, excluding the impact of PS Business Parks, Inc. $ 4.33  $ 4.10  5.6  % $ 12.69  $ 11.44  10.9  %
Diluted weighted average common shares 176,150  176,328  176,170  176,325 
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Property Operations – Same Store Facilities
The Same Store Facilities consist of facilities that have been owned and operated on a stabilized level of occupancy, revenues, and cost of operations since January 1, 2021. The composition of our Same Store Facilities allows us to more effectively evaluate the ongoing performance of our self-storage portfolio in 2021, 2022, and 2023 and exclude the impact of fill-up of unstabilized facilities, which can significantly affect operating trends. We believe the Same Store information is used by investors and analysts 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 (for all periods presented) of these 2,343 facilities (155.1 million net rentable square feet) that represent approximately 72% of the aggregate net rentable square feet of our U.S. consolidated self-storage portfolio at September 30, 2023 (unaudited):
Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 Percentage Change 2023 2022 Percentage Change
(Dollar amounts in thousands, except for per square foot data)
Revenues (a):
Rental income $ 840,066  $ 820,805  2.3% $ 2,494,408  $ 2,355,968  5.9%
Late charges and administrative fees 29,649  27,791  6.7% 86,241  77,166  11.8%
Total revenues 869,715  848,596  2.5% 2,580,649  2,433,134  6.1%
Direct cost of operations (a):
Property taxes 77,988  75,550  3.2% 231,846  223,076  3.9%
On-site property manager payroll 31,311  30,572  2.4% 95,328  92,865  2.7%
Repairs and maintenance 14,775  15,092  (2.1)% 47,440  44,668  6.2%
Utilities 12,023  12,661  (5.0)% 34,647  35,214  (1.6)%
Marketing 18,024  12,982  38.8% 48,027  33,781  42.2%
Other direct property costs 22,595  21,549  4.9% 67,857  63,163  7.4%
Total direct cost of operations 176,716  168,406  4.9% 525,145  492,767  6.6%
Direct net operating income (b) 692,999  680,190  1.9% 2,055,504  1,940,367  5.9%
Indirect cost of operations (a):
Supervisory payroll (8,091) (8,622) (6.2)% (25,783) (27,594) (6.6)%
Centralized management costs (15,241) (16,510) (7.7)% (46,335) (47,700) (2.9)%
Share-based compensation (2,359) (3,417) (31.0)% (8,228) (11,282) (27.1)%
Net operating income (c) $ 667,308  $ 651,641  2.4% $ 1,975,158  $ 1,853,791  6.5%
Gross margin (before indirect costs, depreciation and amortization expense) 79.7% 80.2% (0.6)% 79.7% 79.7% —%
Gross margin (before depreciation and amortization expense) 76.7% 76.8% (0.1)% 76.5% 76.2% 0.4%
Weighted average for the period:
Square foot occupancy 93.4% 94.5% (1.2)% 93.4% 95.3% (2.0)%
Realized annual rental income per (d):
Occupied square foot $ 23.20 $ 22.38 3.7% $ 22.94 $ 21.25 8.0%
Available square foot $ 21.65 $ 21.16 2.3% $ 21.43 $ 20.24 5.9%
At September 30:
Square foot occupancy 92.1% 93.3% (1.3)%
Annual contract rent per occupied square foot (e) $ 23.44 $ 22.82 2.7%

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(a)Revenues and cost of operations do not include tenant reinsurance and merchandise sales and expenses generated at the facilities.
(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)See attached reconciliation of self-storage NOI to net income.
(d)Realized annual rent per occupied square foot is computed by dividing annualized 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 annualized rental income, before late charges and administrative fees, by the total available 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.
(e)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.
Property Operations – Non-Same Store Facilities
In addition to the 2,343 Same Store Facilities, we have 685 facilities that were not stabilized with respect to occupancies, revenues, or cost of operations since January 1, 2021 or that we did not own as of January 1, 2021, including 459 facilities that were acquired, 52 newly developed facilities, 88 facilities that have been expanded or are targeted for expansion, and 86 facilities that are unstabilized because they are undergoing fill-up or were damaged in casualty events (collectively, the “Non-Same Store Facilities”). Operating data, metrics, and further commentary with respect to these facilities, including detail by vintage, are included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under “Analysis of Net Income – Self-Storage Operations” in our September 30, 2023 Form 10-Q.
Investing and Capital Activities
During the three months ended September 30, 2023, we added 137 self-storage facilities (10.1 million net rentable square feet) to our self-storage portfolio through acquisitions, including 127 self-storage facilities from the Simply Acquisition (38 in Texas, 19 in Florida, 12 in Oklahoma, nine in Tennessee, eight each in Indiana and Michigan, five each in Georgia, New Jersey, and Ohio, four each in California, Illinois, Mississippi, and New York, three each in Minnesota and Washington, two in North Carolina, and one each in Alabama, Louisiana, Pennsylvania, and South Carolina) for $2.3 billion.
During the nine months ended September 30, 2023, we added 153 self-storage facilities (11.3 million net rentable square feet) to our self-storage portfolio through acquisitions including 127 self-storage facilities from the Simply Acquisition (38 in Texas, 21 in Florida, 12 in Oklahoma, nine each in Michigan and Tennessee, eight each in Indiana and South Carolina, five each in Georgia, New Jersey, and Ohio, four each in California, Illinois, Mississippi, and New York, three each in Minnesota, North Carolina, and Washington, two in Virginia, and one each in Alabama, Idaho, Kentucky, Louisiana, Massachusetts, and Pennsylvania) for $2.5 billion.
Subsequent to September 30, 2023, we acquired or were under contract to acquire eleven self-storage facilities across eight states with 0.8 million net rentable square feet, for $170.3 million.
The Simply portfolio of 127 properties (9.4 million net rentable square feet) generated self-storage revenues of $7.1 million, NOI of $5.8 million (including Direct NOI of $6.2 million), and average square footage occupancy of 89.0% for the nine months ended September 30, 2023.
During 2021, we acquired a portfolio of 48 properties (4.1 million net rentable square feet) operated under the brand name of ezStorage for $1.8 billion. As of June 30, 2023, we have completed the expansion projects on four facilities of this portfolio for $26.4 million, adding 169,000 net rentable square feet of storage space. These facilities generated revenues of $78.3 million, NOI of $61.4 million (including Direct NOI of $63.2 million), and average square footage occupancy of 86.5% for the nine months ended September 30, 2023.
6


During 2021, we acquired a portfolio of 56 properties (7.5 million net rentable square feet) operated under the brand name of All Storage for $1.5 billion. These facilities generated revenues of $66.4 million, NOI of $42.4 million (including Direct NOI of $44.6 million), and average square footage occupancy of 78.3% for the nine months ended September 30, 2023.
During the three months ended September 30, 2023, we opened three newly developed facilities and completed various expansion projects (0.5 million net rentable square feet - 0.1 million each in California, Kansas, Nevada, Tennessee, and Texas) costing $88.2 million. During the nine months ended September 30, 2023, we opened six newly developed facilities and completed various expansion projects (0.9 million net rentable square feet – 0.1 million each in California, Florida, Kansas, Maryland, Nevada, New Jersey, Pennsylvania, Tennessee, and Texas) costing $172.6 million. At September 30, 2023, we had various facilities in development (2.4 million net rentable square feet) estimated to cost $501.8 million and various expansion projects (2.2 million net rentable square feet) estimated to cost $450.3 million. Our aggregate 4.6 million net rentable square foot pipeline of development and expansion facilities includes 1.6 million in California, 0.9 million in Texas, 0.4 million in Florida, 0.3 million each in Arizona, Hawaii, Maryland and Nevada, 0.2 million in Washington, and 0.4 million in other states. The remaining $495.0 million of development costs for these projects are expected to be incurred primarily in the next 18 to 24 months.
In connection with the Simply Acquisition, on July 26, 2023, we completed a public offering of $400 million, $500 million, $700 million, and $600 million aggregate principal amount of unsecured senior notes bearing interest at an annual rate of Compounded SOFR + 0.60% (reset quarterly), 5.125%, 5.100%, and 5.350%, respectively, and maturing on July 25, 2025, January 15, 2029, August 1, 2033, and August 1, 2053, respectively.
Outlook for the Year Ending December 31, 2023
Set forth below are our current expectations and prior expectations as of August 2, 2023 with respect to full year 2023 Core FFO per share and certain underlying assumptions. In reliance on the exception provided by applicable SEC rules, we do not provide guidance for GAAP net income per share, the most comparable GAAP financial measure, or a reconciliation of 2023 Core FFO per share to GAAP net income per share because we are unable to reasonably predict the following items which are included in GAAP net income: (i) gains or losses on sales of real estate investments, (ii) foreign currency exchange gains and losses, (iii) charges related to the redemption of preferred securities, and (iv) certain other significant non-cash and/or nonrecurring income or expense items. The actual amounts for any and all of these items could significantly impact our 2023 GAAP net income and, as disclosed in our historical financial results, have significantly impacted GAAP net income in prior periods.
2023 Guidance
Current Guidance Prior Guidance
Low High Low High
(Dollar amounts in thousands, except per share data)
Same Store:
Revenue growth 4.00% 4.75% 3.25% 5.00%
Expense growth 5.00% 6.50% 4.75% 6.75%
Net operating income growth 3.20% 4.70% 2.20% 5.10%
Acquisitions $2,700,000 $2,600,000
Development openings $375,000 $375,000
Non-Same Store net operating income $555,000 $565,000 $555,000 $565,000
Ancillary net operating income $169,000 $172,000 $169,000 $172,000
General and administrative expense $100,000 $106,000 $100,000 $106,000
Interest expense $200,000 $200,000
Preferred dividends $195,000 $195,000
Capital expenditures $450,000 $450,000
Core FFO per share $16.60 $16.85 $16.40 $16.80
Core FFO per share growth from 2022 Core FFO per share 4.3% 5.8% 3.0% 5.5%
Core FFO per share growth from 2022 Core FFO per share, excluding the impact of PS Business Parks, Inc. 6.5% 8.1% 5.2% 7.8%
Incremental Non-Same Store NOI to stabilization (2024 and beyond) $190,000 $190,000
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Third Quarter Conference Call
A conference call is scheduled for October 31, 2023 at 9:00 a.m. (PT) to discuss the third quarter earnings results.  The domestic dial-in number is (877) 407-9039, and the international dial-in number is (201) 689-8470. A simultaneous audio webcast may be accessed by using the link at www.publicstorage.com under “About Us, Investor Relations, News and Events, Event Calendar.”  A replay of the conference call may be accessed through November 14, 2023 by calling (844) 512-2921 (domestic), (412) 317-6671 (international) (access ID number for either domestic or international is 13741740) or by using the link at www.publicstorage.com under “About Us, Investor Relations, News and Events, Event Calendar.”
About Public Storage
Public Storage, a member of the S&P 500 and FT Global 500, is a REIT that primarily acquires, develops, owns, and operates self-storage facilities. At September 30, 2023, we had: (i) interests in 3,028 self-storage facilities located in 40 states with approximately 217 million net rentable square feet in the United States and (ii) a 35% common equity interest in Shurgard Self Storage Limited (Euronext Brussels:SHUR), which owned 267 self-storage facilities located in seven Western European nations with approximately 15 million net rentable square feet operated under the Shurgard® brand. Our headquarters are located in Glendale, California.
This press release, our Form 10-Q for the third quarter of 2023, a financial supplement, and additional information about Public Storage are available on our website, www.publicstorage.com.
Forward-Looking Statements
This press release 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 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 “outlook,” “guidance,” “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” in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 21, 2023 and in our other filings with 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, adverse economic effects from public health emergencies, 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 press release or as of the dates indicated in the statements. All of our forward-looking statements, including those in this press release, 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 press release, or which management may make orally or in writing from time to time, neither as predictions of future events nor guarantees of future performance.
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PUBLIC STORAGE
SELECTED CONSOLIDATED INCOME STATEMENT DATA
(Amounts in thousands, except per share data)
(Unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 2023 2022
Revenues:
Self-storage facilities $ 1,078,721  $ 1,027,374  $ 3,167,025  $ 2,917,675 
Ancillary operations 65,099  60,757  190,797  175,946 
1,143,820  1,088,131  3,357,822  3,093,621 
Expenses:
Self-storage cost of operations 267,785  255,470  794,078  738,953 
Ancillary cost of operations 21,159  21,572  63,037  54,297 
Depreciation and amortization 238,748  220,772  682,531  661,608 
General and administrative 28,625  29,501  79,603  81,401 
Interest expense 58,350  34,113  132,530  100,178 
614,667  561,428  1,751,779  1,636,437 
Other increases to net income:
Interest and other income 32,295  12,736  69,381  26,394 
Equity in earnings of unconsolidated real estate entities 7,227  8,180  22,787  100,129 
Foreign currency exchange gain 47,880  100,170  19,924  237,270 
Gain on sale of real estate 88  1,503  88  1,503 
Gain on sale of equity investment in PS Business Parks, Inc. —  2,128,860  —  2,128,860 
Net income 616,643  2,778,152  1,718,223  3,951,340 
Allocation to noncontrolling interests (3,345) (9,158) (9,188) (14,553)
Net income allocable to Public Storage shareholders 613,298  2,768,994  1,709,035  3,936,787 
Allocation of net income to:
Preferred shareholders – distributions (48,678) (48,678) (146,029) (145,716)
Restricted share units (1,383) (8,155) (3,922) (11,405)
Net income allocable to common shareholders $ 563,237  $ 2,712,161  $ 1,559,084  $ 3,779,666 
Per common share:
Net income per common share – Basic $ 3.21  $ 15.47  $ 8.89  $ 21.57 
Net income per common share – Diluted $ 3.20  $ 15.38  $ 8.85  $ 21.44 
Weighted average common shares – Basic 175,499  175,283  175,451  175,227 
Weighted average common shares – Diluted 176,150  176,328  176,170  176,325 
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PUBLIC STORAGE
SELECTED CONSOLIDATED BALANCE SHEET DATA
(Amounts in thousands, except share and per share data)
September 30, 2023 December 31, 2022
ASSETS (Unaudited)
Cash and equivalents $ 629,773  $ 775,253 
Real estate facilities, at cost:
Land 5,575,643  5,273,073 
Buildings 21,421,031  18,946,053 
26,996,674  24,219,126 
Accumulated depreciation (9,188,151) (8,554,155)
17,808,523  15,664,971 
Construction in process 457,064  372,992 
18,265,587  16,037,963 
Investments in unconsolidated real estate entities 278,131  275,752 
Goodwill and other intangible assets, net 414,291  232,517 
Other assets 287,967  230,822 
Total assets $ 19,875,749  $ 17,552,307 
LIABILITIES AND EQUITY
Notes payable $ 9,029,622  $ 6,870,826 
Accrued and other liabilities 644,236  514,680 
Total liabilities 9,673,858  7,385,506 
Equity:
Public Storage shareholders’ equity:
Preferred Shares, $0.01 par value, 100,000,000 shares authorized, 174,000 shares issued (in series) and outstanding, (174,000 shares at December 31, 2022) at liquidation preference 4,350,000  4,350,000 
Common Shares, $0.10 par value, 650,000,000 shares authorized, 175,501,315 shares issued and outstanding (175,265,668 shares at December 31, 2022) 17,550  17,527 
Paid-in capital 5,951,794  5,896,423 
Accumulated deficit (130,581) (110,231)
Accumulated other comprehensive loss (81,104) (80,317)
Total Public Storage shareholders’ equity 10,107,659  10,073,402 
Noncontrolling interests 94,232  93,399 
Total equity 10,201,891  10,166,801 
Total liabilities and equity $ 19,875,749  $ 17,552,307 
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PUBLIC STORAGE
SELECTED FINANCIAL DATA

Computation of Funds Available for Distribution (“FAD”)
(Unaudited – amounts in thousands except per share data)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2023 2022 2023 2022
FFO allocable to common shares $ 807,013  $ 821,822  $ 2,258,025  $ 2,305,699 
Eliminate effect of items included in FFO but not FAD:
Share-based compensation expense in excess of cash paid 8,871  12,962  21,269  31,608 
Foreign currency exchange gain (47,880) (100,170) (19,924) (237,270)
Less: Capital expenditures in real estate facilities (129,231) (123,695) (323,775) (329,253)
FAD (a) $ 638,773  $ 610,919  $ 1,935,595  $ 1,770,784 
Distributions paid to common shareholders:
Regular $ 526,503  $ 350,348  $ 1,579,372  $ 1,050,742 
Special (b) —  2,302,414  —  2,302,414 
Distributions paid to common shareholders $ 526,503  $ 2,652,762  $ 1,579,372  $ 3,353,156 
Distribution payout ratio 82.4% 434.2% 81.6% 189.4%
Distribution payout ratio (on regular dividends only) (c) 82.4% 57.3% 81.6% 59.3%
Distributions per common share:
Regular $ 3.00  $ 2.00  $ 9.00  $ 6.00 
Special (b) $ —  $ 13.15  $ —  $ 13.15 
(a)FAD represents FFO adjusted to exclude certain non-cash charges and to deduct capital expenditures. We utilize FAD in evaluating our ongoing cash flow available for investment, debt repayment, and common distributions. We believe investors and analysts utilize FAD in a similar manner. FAD is not a substitute for GAAP net cash flow in evaluating our liquidity or ability to pay dividends, because it excludes investing and financing activities presented on our statements of cash flows. In addition, other REITs may compute this measure differently, so comparisons among REITs may not be helpful.
(b)A special dividend of $13.15 per common share was paid on August 4, 2022, in connection with the gain on sale of our equity investment in PSB on July 20, 2022.
(c)Supplemental payout ratio, excluding the impact of the special dividend, which was due to the gain on sale of our equity investment in PSB. This supplemental measure is presented to portray regular dividends, because FAD excludes the gain on sale of our equity investment in PSB.
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PUBLIC STORAGE
SELECTED FINANCIAL DATA

Reconciliation of Self-Storage Net Operating Income to Net Income
(Unaudited – amounts in thousands)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2023 2022 2023 2022
Self-storage revenues for:
Same Store Facilities $ 869,715  $ 848,596  $ 2,580,649  $ 2,433,134 
Acquired facilities 112,501  88,871  306,298  235,259 
Newly developed and expanded facilities 67,758  61,278  195,233  169,211 
Other non-same store facilities 28,747  28,629  84,845  80,071 
Self-storage revenues 1,078,721  1,027,374  3,167,025  2,917,675 
Self-storage cost of operations for:
Same Store Facilities 202,407  196,955  605,491  579,343 
Acquired facilities 35,601  31,278  100,316  82,092 
Newly developed and expanded facilities 20,188  18,319  58,937  51,138 
Other non-same store facilities 9,589  8,918  29,334  26,380 
Self-storage cost of operations 267,785  255,470  794,078  738,953 
Self-storage NOI for:
Same Store Facilities 667,308  651,641  1,975,158  1,853,791 
Acquired facilities 76,900  57,593  205,982  153,167 
Newly developed and expanded facilities 47,570  42,959  136,296  118,073 
Other non-same store facilities 19,158  19,711  55,511  53,691 
Self-storage NOI (a) 810,936  771,904  2,372,947  2,178,722 
Ancillary revenues 65,099  60,757  190,797  175,946 
Ancillary cost of operations (21,159) (21,572) (63,037) (54,297)
Depreciation and amortization (238,748) (220,772) (682,531) (661,608)
General and administrative expense (28,625) (29,501) (79,603) (81,401)
Interest and other income 32,295  12,736  69,381  26,394 
Interest expense (58,350) (34,113) (132,530) (100,178)
Equity in earnings of unconsolidated real estate entities 7,227  8,180  22,787  100,129 
Gain on sale of real estate 88  1,503  88  1,503 
Gain on sale of equity investment in PS Business Parks, Inc. —  2,128,860  —  2,128,860 
Foreign currency exchange gain 47,880  100,170  19,924  237,270 
Net income on our income statement $ 616,643  $ 2,778,152  $ 1,718,223  $ 3,951,340 
(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 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 evaluating 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 GAAP financial measures, in evaluating our operating results. This table reconciles from NOI for our self-storage facilities to the net income presented on our income statement.
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