Item 15. Exhibits and Financial Statement Schedules

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Item 15. Exhibits and Financial Statement Schedules

a. 1. Financial Statements

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.

PUBLIC STORAGE

INDEX TO EXHIBITS (1)

(Items 15(a)(3) and 15(c))

3.1Restated Declaration of Trust of Public Storage, a Maryland real estate investment trust. Filed with the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 and incorporated by reference herein.
3.2Amended and Restated Bylaws of Public Storage. Filed with the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 and incorporated by reference herein.
3.3Articles Supplementary for Public Storage 5.150% Cumulative Preferred Shares, Series F. Filed with the Registrant’s Current Report on Form 8-K dated May 23, 2017 and incorporated by reference herein.
3.4Articles Supplementary for Public Storage 5.050% Cumulative Preferred Shares, Series G. Filed with the Registrant’s Current Report on Form 8-K dated July 31, 2017 and incorporated by reference herein.
3.5Articles Supplementary for Public Storage 5.600% Cumulative Preferred Shares, Series H. Filed with the Registrant’s Current Report on Form 8-K dated February 28, 2019 and incorporated by reference herein.
3.6Articles Supplementary for Public Storage 4.875% Cumulative Preferred Shares, Series I. Filed with the Registrant’s Current Report on Form 8-K dated September 5, 2019 and incorporated by reference herein.
3.7Articles Supplementary for Public Storage 4.700% Cumulative Preferred Shares, Series J. Filed with the Registrant’s Current Report on Form 8-K dated November 5, 2019 and incorporated by reference herein.
3.8Articles Supplementary for Public Storage 4.750% Cumulative Preferred Shares, Series K. Filed with the Registrant’s Current Report on Form 8-K dated December 11, 2019 and incorporated by reference herein.
3.9Articles Supplementary for Public Storage 4.625% Cumulative Preferred Shares, Series L. Filed with the Registrant’s Current Report on Form 8-K dated June 8, 2020 and incorporated by reference herein.
3.10Articles Supplementary for Public Storage 4.125 % Cumulative Preferred Shares, Series M. Filed with the Registrant’s Current Report on Form 8-K dated August 11, 2020 and incorporated by reference herein.
3.11Articles Supplementary for Public Storage 3.875% Cumulative Preferred Shares, Series N. Filed with the Registrant’s Current Report on Form 8-K dated September 29, 2020 and incorporated by reference herein.
3.12Articles Supplementary for Public Storage 3.900% Cumulative Preferred Shares, Series O. Filed with the Registrant’s Current Report on Form 8-K dated November 9, 2020 and incorporated by reference herein.
3.13Articles Supplementary for Public Storage 4.000% Cumulative Preferred Shares, Series P. Filed with the Company’s Current Report on Form 8-K dated June 7, 2021 and incorporated by reference herein.
3.14Articles 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 by reference herein.
3.15Articles 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 by reference herein.
3.16Articles 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 by reference herein.
4.1Master Deposit Agreement, dated as of May 31, 2007. Filed with the Registrant’s Current Report on Form 8-K dated June 6, 2007 and incorporated by reference herein.
4.2Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. Filed herewith.
4.3Indenture, 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.
4.4First 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.
4.5Second 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.
4.6Third Supplemental Indenture, dated as of January 24, 2020, between Public Storage and Wells Fargo Bank, National Association, as trustee. Filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated January 24, 2020 and incorporated herein by reference.
4.7Fourth Supplemental Indenture, dated as of January 19, 2021, between Public Storage and Wells Fargo Bank, National Association, as trustee. Filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated January 14, 2021 and incorporated herein by reference.
4.8Fifth 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.
4.9Sixth 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.
4.10Seventh 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.
4.11Eighth 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 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.
4.12Ninth 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.
4.13Tenth 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.
4.14Eleventh 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.
10.1Agreement of Limited Partnership of PS Business Parks, L.P. Filed with PS Business Parks, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998 (SEC File No. 001-10709) and incorporated herein by reference.
10.2Amended and Restated Agreement of Limited Partnership of Storage Trust Properties, L.P. (March 12, 1999). Filed with PSI’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999 (SEC File No. 001-0839) and incorporated herein by reference.
10.3Second 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.
10.4*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.
10.5*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.
10.6*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.
10.7*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.
10.8*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.
10.9*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.
10.10Form 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.
10.11*Public Storage 2007 Equity and Performance-Based Incentive Compensation Plan, as Amended. Filed with Registrant’s Current Report on Form 8-K dated May 1, 2014 and incorporated herein by reference.
10.12*Public Storage 2016 Equity and Performance-Based Incentive Compensation Plan. Filed as Appendix A to the Company’s 2016 Proxy Statement dated March 16, 2016 and incorporated herein by reference.
10.13*Public Storage 2021 Equity and Performance-Based Incentive Compensation Plan. Filed as Appendix A to the Company’s 2021 Proxy Statement dated March 16, 2021 and incorporated herein by reference.
10.14Note Purchase Agreement, dated as of November 3, 2015, by and among Public Storage and the signatories thereto. Filed with Registrant’s Current Report on Form 8-K dated November 3, 2015 and incorporated herein by reference.
10.15Note Purchase Agreement, dated as of April 12, 2016, by and among Public Storage and the signatories thereto. Filed with Registrant’s Current Report on Form 8-K dated April 12, 2016 and incorporated herein by reference.
10.16Amendment to Amended Agreement of Limited Partnership of PS Business Parks, L.P. to Authorize Special Allocations, dated as of January 1, 2017. Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018 (SEC File No. 001-33519) and incorporated herein by reference.
10.17*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.
10.18*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.
10.19*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.
10.20*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.
10.21*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.
10.22*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.
10.23*Form of 2021 Plan Employee Stock Unit Agreement. 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.
10.24*Form of 2021 Plan Employee Non-Qualified Stock Option Agreement. Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 and incorporated herein by reference.
10.25*Form of 2021 Plan Performance-Based Non-Qualified Stock Option Agreement. Filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 and incorporated herein by reference.
21Listing of Subsidiaries. Filed herewith.
23.1Consent of Ernst & Young LLP. Filed herewith.
31.1Rule 13a – 14(a) Certification. Filed herewith.
31.2Rule 13a – 14(a) Certification. Filed herewith.
32Section 1350 Certifications. Filed herewith.
101 .INSInline 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 .SCHInline XBRL Taxonomy Extension Schema. Filed herewith.
101 .CALInline XBRL Taxonomy Extension Calculation Linkbase. Filed herewith.
101 .DEFInline XBRL Taxonomy Extension Definition Linkbase. Filed herewith.
101 .LABInline XBRL Taxonomy Extension Label Linkbase. Filed herewith.
101 .PREInline XBRL Taxonomy Extension Presentation Link. Filed herewith.
104Cover 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.

SIGNATURES

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.

PUBLIC STORAGE
Date: February 22, 2022By:/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.

SignatureTitleDate
/s/ Joseph D. Russell, Jr.Chief Executive Officer, President and Trustee (principal executive officer)February 22, 2022
Joseph D. Russell, Jr.
/s/ H. Thomas BoyleChief Financial Officer (principal financial officer)February 22, 2022
H. Thomas Boyle
/s/ Ronald L. Havner, Jr.Chairman of the BoardFebruary 22, 2022
Ronald L. Havner, Jr.
/s/ Tamara Hughes GustavsonTrusteeFebruary 22, 2022
Tamara Hughes Gustavson
/s/ Leslie Stone HeiszTrusteeFebruary 22, 2022
Leslie Stone Heisz
/s/ Michelle Millstone-ShroffTrusteeFebruary 22, 2022
Michelle Millstone-Shroff
/s/ Shankh S. MitraTrusteeFebruary 22, 2022
Shankh S. Mitra
/s/ David J. NeithercutTrusteeFebruary 22, 2022
David J. Neithercut
/s/ Rebecca OwenTrusteeFebruary 22, 2022
Rebecca Owen
/s/ Kristy M. PipesTrusteeFebruary 22, 2022
Kristy M. Pipes
/s/ Avedick B. PoladianTrusteeFebruary 22, 2022
Avedick B. Poladian
SignatureTitleDate
/s/ John ReyesTrusteeFebruary 22, 2022
John Reyes
/s/ Tariq M. ShaukatTrusteeFebruary 22, 2022
Tariq M. Shaukat
/s/ Ronald P. SpogliTrusteeFebruary 22, 2022
Ronald P. Spogli
/s/ Paul S. WilliamsTrusteeFebruary 22, 2022
Paul S. Williams

PUBLIC STORAGE

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

AND SCHEDULES

(Item 15 (a))

Page References
Report of Independent Registered Public Accounting Firm Auditor name: Ernst & Young LLP; Firm ID: (42); Auditor location: Los Angeles, CaliforniaF-1 - F-2
Consolidated Balance sheets as of December 31, 2021 and 2020F-3
For the years ended December 31, 2021, 2020, and 2019:
Consolidated Statements of incomeF-4
Consolidated Statements of comprehensive incomeF-5
Consolidated Statements of equity and redeemable noncontrolling interestsF-6 - F-7
Consolidated Statements of cash flowsF-8 - F-9
Notes to consolidated financial statementsF-10 - F-30
Schedule:
III – Real estate and accumulated depreciationF-31 - F-33

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.

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, 2021 and 2020, 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, 2021, 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, 2021 and 2020, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, 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, 2021, 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 22, 2022 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 MatterFor the year ended December 31, 2021, the Company completed the acquisition of 232 real estate facilities for a total purchase price of $5.1 billion. 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 2021 acquisitions of real estate 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 AuditWe obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over management’s accounting for acquired real estate 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 2021 acquisitions of real estate 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 22, 2022

F-2

PUBLIC STORAGE

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share data)

December 31, 2021December 31, 2020
ASSETS
Cash and equivalents$734,599$257,560
Real estate facilities, at cost:
Land5,134,0604,375,588
Buildings17,673,77312,997,039
22,807,83317,372,627
Accumulated depreciation(7,773,308)(7,152,135)
15,034,52510,220,492
Construction in process272,471188,079
15,306,99610,408,571
Investments in unconsolidated real estate entities828,763773,046
Goodwill and other intangible assets, net302,894204,654
Other assets207,656172,715
Total assets$17,380,908$11,816,546
LIABILITIES AND EQUITY
Notes payable$7,475,279$2,544,992
Preferred shares called for redemption (Note 9)—300,000
Accrued and other liabilities482,091394,655
Total liabilities7,957,3703,239,647
Commitments and contingencies (Note 14)
Redeemable noncontrolling interests68,249—
Equity:
Public Storage shareholders’ equity:
Preferred Shares, $0.01 par value, 100,000,000 shares authorized, 164,000 shares issued (in series) and outstanding, (151,700 at December 31, 2020) at liquidation preference4,100,0003,792,500
Common Shares, $0.10 par value, 650,000,000 shares authorized, 175,134,455 shares issued and outstanding (174,581,742 shares at December 31, 2020)17,51317,458
Paid-in capital5,821,6675,707,101
Accumulated deficit(550,416)(914,791)
Accumulated other comprehensive loss(53,587)(43,401)
Total Public Storage shareholders’ equity9,335,1778,558,867
Noncontrolling interests20,11218,032
Total equity9,355,2898,576,899
Total liabilities, redeemable noncontrolling interests and equity$17,380,908$11,816,546

See accompanying notes.

F-3

PUBLIC STORAGE

CONSOLIDATED STATEMENTS OF INCOME

(Amounts in thousands, except per share amounts)

For the Years Ended December 31,
202120202019
Revenues:
Self-storage facilities$3,203,566$2,721,6302,684,552
Ancillary operations212,258193,438170,556
3,415,8242,915,0682,855,108
Expenses:
Self-storage cost of operations852,030807,543762,416
Ancillary cost of operations68,56859,91950,736
Depreciation and amortization713,428553,257512,918
General and administrative101,25483,19962,146
Interest expense90,77456,28345,641
1,826,0541,560,2011,433,857
Other increases (decreases) to net income:
Interest and other income12,30622,32326,683
Equity in earnings of unconsolidated real estate entities232,09380,49769,547
Foreign currency exchange gain (loss)111,787(97,953)7,829
Gain on sale of real estate13,6831,493341
Net income1,959,6391,361,2271,525,651
Allocation to noncontrolling interests(6,376)(4,014)(5,117)
Net income allocable to Public Storage shareholders1,953,2631,357,2131,520,534
Allocation of net income to:
Preferred shareholders(186,579)(207,068)(210,179)
Preferred shareholders - redemptions (Note 9)(28,914)(48,265)(32,693)
Restricted share units(5,326)(3,545)(4,895)
Net income allocable to common shareholders$1,732,444$1,098,335$1,272,767
Net income per common share:
Basic$9.91$6.29$7.30
Diluted$9.87$6.29$7.29
Basic weighted average common shares outstanding174,858174,494174,287
Diluted weighted average common shares outstanding175,568174,642174,530

See accompanying notes.

F-4

PUBLIC STORAGE

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in thousands)

For the Years Ended December 31,
202120202019
Net income$1,959,639$1,361,227$1,525,651
Foreign currency exchange (loss) gain on investment in Shurgard(10,186)21,489(830)
Total comprehensive income1,949,4531,382,7161,524,821
Allocation to noncontrolling interests(6,376)(4,014)(5,117)
Comprehensive income allocable to Public Storage shareholders$1,943,077$1,378,702$1,519,704

See accompanying notes.

F-5

PUBLIC STORAGE

CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

(Amounts in thousands, except share and per share amounts)

Cumulative Preferred SharesCommon SharesPaid-in CapitalAccumulated DeficitAccumulated Other Comprehensive LossTotal Public Storage Shareholders' EquityNoncontrolling InterestsTotal EquityRedeemable Noncontrolling Interests
Balances at December 31, 2018$4,025,000$17,413$5,718,485$(577,360)$(64,060)$9,119,478$25,250$9,144,728$—
Issuance of 43,600 preferred shares (Note 9)1,090,000—(30,844)——1,059,156—1,059,156—
Redemption of 42,000 preferred shares (Note 9)(1,050,000)————(1,050,000)—(1,050,000)—
Issuance of common shares in connection with share-based compensation (287,734 shares) (Note 11)—2933,535——33,564—33,564—
Share-based compensation expense, net of cash paid in lieu of common shares (Note 11)——13,671——13,671—13,671—
Acquisition of noncontrolling interests——(23,913)——(23,913)(11,087)(35,000)—
Contributions by noncontrolling interests——————4,1484,148—
Net income———1,525,651—1,525,651—1,525,651—
Net income allocated to noncontrolling interests———(5,117)—(5,117)5,117——
Distributions to:—
Preferred shareholders (Note 9)———(210,179)—(210,179)—(210,179)—
Noncontrolling interests——————(6,672)(6,672)—
Common shareholders and restricted share unitholders ($8.00 per share)———(1,398,570)—(1,398,570)—(1,398,570)—
Other comprehensive loss————(830)(830)—(830)—
Balances at December 31, 2019$4,065,000$17,442$5,710,934$(665,575)$(64,890)$9,062,911$16,756$9,079,667$—
Issuance of 49,900 preferred shares (Note 9)1,247,500—(39,294)——1,208,206—1,208,206—
Redemption and shares called for redemption of 60,800 preferred shares (Note 9)(1,520,000)————(1,520,000)—(1,520,000)—
Issuance of common shares in connection with share-based compensation (163,127 shares) (Note 11)—1612,648——12,664—12,664—
Share-based compensation expense, net of cash paid in lieu of common shares (Note 11)——22,845——22,845—22,845—
Acquisition of noncontrolling interests——(32)——(32)(1)(33)—
Contributions by noncontrolling interests——————2,6292,629—
Net income———1,361,227—1,361,227—1,361,227—

See accompanying notes.

F-6

PUBLIC STORAGE

CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

(Amounts in thousands, except share and per share amounts)

Cumulative Preferred SharesCommon SharesPaid-in CapitalAccumulated DeficitAccumulated Other Comprehensive LossTotal Public Storage Shareholders' EquityNoncontrolling InterestsTotal EquityRedeemable Noncontrolling Interests
Net income allocated to noncontrolling interests———(4,014)—(4,014)4,014——
Distributions to:—
Preferred shareholders (Note 9)———(207,068)—(207,068)—(207,068)—
Noncontrolling interests——————(5,366)(5,366)—
Common shareholders and restricted share unitholders ($8.00 per share)———(1,399,361)—(1,399,361)—(1,399,361)—
Other comprehensive income————21,48921,489—21,489—
Balances at December 31, 2020$3,792,500$17,458$5,707,101$(914,791)$(43,401)$8,558,867$18,032$8,576,899$—
Issuance of 47,300 preferred shares (Note 9)1,182,500—(35,045)——1,147,455—1,147,455—
Redemption of 35,000 preferred shares (Note 9)(875,000)————(875,000)—(875,000)—
Issuance of common shares in connection with share-based compensation (552,713 shares) (Note 11)—5595,805——95,860—95,860—
Share-based compensation expense, net of cash paid in lieu of common shares (Note 11)——54,492——54,492—54,492—
Acquisition of noncontrolling interests——(686)——(686)(6)(692)—
Contributions by noncontrolling interests——————2,4512,45168,170
Net income———1,959,639—1,959,639—1,959,639—
Net income allocated to noncontrolling interests———(6,376)—(6,376)5,906(470)470
Distributions to:
Preferred shareholders (Note 9)———(186,579)—(186,579)—(186,579)—
Noncontrolling interests——————(6,271)(6,271)(391)
Common shareholders and restricted share unitholders ($8.00 per share)———(1,402,309)—(1,402,309)—(1,402,309)—
Other comprehensive loss————(10,186)(10,186)—(10,186)—
Balances at December 31, 2021$4,100,000$17,513$5,821,667$(550,416)$(53,587)$9,335,177$20,112$9,355,289$68,249

See accompanying notes.

F-7

PUBLIC STORAGE

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

For the Years Ended December 31,
202120202019
Cash flows from operating activities:
Net income$1,959,639$1,361,227$1,525,651
Adjustments to reconcile net income to net cash flows from operating activities:
Gain on sale of real estate(13,683)(1,493)(341)
Depreciation and amortization713,428553,257512,918
Equity in earnings of unconsolidated real estate entities(232,093)(80,497)(69,547)
Distributions from cumulative equity in earnings of unconsolidated real estate entities150,48872,09873,259
Foreign currency exchange (gain) loss(111,787)97,953(7,829)
Share-based compensation expense59,81533,36325,833
Other17,7486,9947,690
Total adjustments583,916681,675541,983
Net cash flows from operating activities2,543,5552,042,9022,067,634
Cash flows from investing activities:
Capital expenditures to maintain real estate facilities(270,238)(169,998)(187,303)
Development and expansion of real estate facilities(281,981)(189,413)(284,682)
Acquisition of real estate facilities and intangible assets(5,047,106)(792,266)(437,758)
Distributions in excess of cumulative equity in earnings from unconsolidated real estate entities19,51824,65811,630
Repayment of note receivable—7,509—
Proceeds from sale of real estate investments16,2961,796762
Net cash flows used in investing activities(5,563,511)(1,117,714)(897,351)
Cash flows from financing activities:
Repayments on notes payable(2,218)(2,020)(1,920)
Issuance of notes payable, net of issuance costs5,038,904545,151496,900
Issuance of preferred shares1,147,4551,208,2061,059,156
Issuance of common shares in connection with share-based compensation95,86012,66433,564
Redemption of preferred shares(1,175,000)(1,220,000)(1,050,000)
Cash paid upon vesting of restricted share units(13,069)(10,518)(12,162)
Acquisition of noncontrolling interests(692)(33)(35,000)
Contributions by noncontrolling interests2,4512,6294,148
Distributions paid to preferred shareholders, common shareholders and restricted share unitholders(1,588,888)(1,606,429)(1,608,749)
Distributions paid to noncontrolling interests(6,662)(5,366)(6,672)
Net cash flows provided by (used in) financing activities3,498,141(1,075,716)(1,120,735)
Net cash flows from (used in) operating, investing, and financing activities478,185(150,528)49,548
Net effect of foreign exchange impact on cash and equivalents, including restricted cash505(426)(13)
Increase (decrease) in cash and equivalents, including restricted cash$478,690$(150,954)$49,535

See accompanying notes.

F-8

PUBLIC STORAGE

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

For the Years Ended December 31,
202120202019
Cash and equivalents, including restricted cash at beginning of the period:
Cash and equivalents$257,560$409,743$361,218
Restricted cash included in other assets25,04023,81122,801
$282,600$433,554$384,019
Cash and equivalents, including restricted cash at end of the period:
Cash and equivalents$734,599$257,560$409,743
Restricted cash included in other assets26,69125,04023,811
$761,290$282,600$433,554
Supplemental schedule of non-cash investing and financing activities:
Costs incurred during the period remaining unpaid at period end for:
Capital expenditures to maintain real estate facilities$(23,398)$(10,359)$(16,558)
Construction or expansion of real estate facilities(50,051)(32,349)(32,356)
Real estate acquired in exchange for noncontrolling interests(68,170)——
Real estate acquired in exchange for consideration payable—(3,799)(1,817)
Preferred shares called for redemption and reclassified to liabilities—300,000—

See accompanying notes.

F-9

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

December 31, 2021

1.Description of the Business

Public Storage (referred to herein as “the Company,” “we,” “us,” or “our”), a Maryland 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 loss reinsurance, merchandise sales, and third party management, as well as the acquisition and development of additional self-storage space.

At December 31, 2021, we have direct and indirect equity interests in 2,787 self-storage facilities (with approximately 198.3 million net rentable square feet) located in 39 states in the United States (“U.S.”) operating under the Public Storage® name, and 0.8 million net rentable square feet of commercial and retail space.

We own an approximate 35% common equity interest in Shurgard Self Storage SA (“Shurgard”), a public company traded on Euronext Brussels under the “SHUR” symbol, which owns 253 self-storage facilities (with approximately 14 million net rentable square feet) located in seven Western European countries, all operating under the Shurgard® name. We also own an approximate 41% common equity interest in PS Business Parks, Inc. (“PSB”), a REIT traded on the New York Stock Exchange under the “PSB” symbol, which owns 28 million net rentable square feet of commercial properties, primarily multi-tenant industrial, flex, and office space, located in six states.

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.).

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”).

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, 2021. 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.

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.

F-10

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

December 31, 2021

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.

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.

F-11

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

December 31, 2021

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 fair value of the related reporting unit may be less than the carrying amount. If we determine that the fair value of the reporting unit exceeds the aggregate carrying amount, no impairment charge is recorded. 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 the fair value is less than the carrying amount. When we conclude that it is likely that the asset is not 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.

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

F-12

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

December 31, 2021

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, 2021, 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 1.134 U.S. Dollars per Euro at December 31, 2021 (1.226 at December 31, 2020), and average exchange rates of 1.183, 1.141 and 1.120 for the years ended December 31, 2021, 2020, and 2019, 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, 2021, 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") based on the closing market price of the Company’s common stock 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 with market conditions at the grant 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 and actual and projected stock option exercise behaviors. For performance-based restricted share units and stock options, 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.

F-13

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

December 31, 2021

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). 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.

3.Real Estate Facilities

Activity in real estate facilities during 2021, 2020, and 2019 is as follows:

For the Years Ended December 31,
202120202019
(Amounts in thousands)
Operating facilities, at cost:
Beginning balance$17,372,627$16,289,146$15,296,844
Capital expenditures to maintain real estate facilities284,200163,834192,539
Acquisitions4,940,413781,219421,097
Dispositions(7,408)(303)(426)
Developed or expanded facilities opened for operation218,001138,731379,092
Ending balance22,807,83317,372,62716,289,146
Accumulated depreciation:
Beginning balance(7,152,135)(6,623,475)(6,140,072)
Depreciation expense(625,968)(528,660)(483,408)
Dispositions4,795—5
Ending balance(7,773,308)(7,152,135)(6,623,475)
Construction in process:
Beginning balance188,079141,934285,339
Costs incurred to develop and expand real estate facilities302,393188,102235,687
Write-off of cancelled projects—(3,226)—
Developed or expanded facilities opened for operation(218,001)(138,731)(379,092)
Ending balance272,471188,079141,934
Total real estate facilities at December 31,$15,306,996$10,408,571$9,807,605

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 $5.0 billion in cash and $68.2 million in partnership units in our subsidiary. Approximately $174.9 million of the total cost was allocated to intangible assets. We completed development and redevelopment activities costing $218.0 million during 2021, adding 1.6 million net rentable square feet of self-storage

F-14

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

December 31, 2021

space. Construction in process at December 31, 2021 consists of projects to develop new self-storage facilities and expand existing self-storage facilities.

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 which were cancelled.

During 2019, we acquired 44 self-storage facilities and one commercial facility (3.1 million net rentable square feet of storage space and 46,000 net rentable square feet of commercial space), for a total cost of $439.6 million, consisting of $437.8 million in cash and the assumption of $1.8 million in mortgage notes. Approximately $18.5 million of the total cost was allocated to intangible assets. We completed development and redevelopment activities costing $379.1 million during 2019, adding 3.7 million net rentable square feet of self-storage space.

At December 31, 2021, the adjusted basis of real estate facilities for U.S. federal tax purposes was approximately $15.8 billion (unaudited).

F-15

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

December 31, 2021

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,
20212020202120202019
PSB$515,312$431,963$207,722$64,835$54,090
Shurgard313,451341,08324,37115,66215,457
Total$828,763$773,046$232,093$80,497$69,547

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, 2021, 2020, and 2019 (amounts in thousands):

Year Ended December 31,
202120202019
Revenues$790,461$721,393$713,867
Costs of operations263,398242,992237,586
Operating income333,624290,901288,179
Gain on sale of real estate359,90427,23416,641
Net Income639,062275,680268,054
At December 31,
20212020
Real estate assets$3,437,115$3,353,862
Other assets481,403374,615
Total assets$3,918,518$3,728,477
Debt$943,276$742,390
Other liabilities298,787274,950
Noncontrolling interests262,243221,630
Shareholders' equity2,414,2122,489,507
Total liabilities and equity$3,918,518$3,728,477

Investment in PSB

Throughout all periods presented, 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 an approximate 41% common equity interest as of December 31, 2021 (42% as of December 31, 2020). The limited partnership units are convertible at our option, subject to certain conditions, on a one-for-one basis into PSB common stock.

Based upon the closing price at December 31, 2021 ($184.17 per share of PSB common stock), the shares and units we owned had a market value of approximately $2.7 billion. During each of 2021, 2020, and 2019, we received cash distributions from PSB totaling $127.3 million, $60.7 million and $60.7 million, respectively.

PSB is a publicly held entity traded on the New York Stock Exchange under the symbol “PSB”.

F-16

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

December 31, 2021

Investment in Shurgard

Throughout all periods presented, we effectively owned, directly and indirectly 31,268,459 Shurgard common shares, representing an approximate 35% equity interest in Shurgard.

Based upon the closing price at December 31, 2021 (€57.50 per share of Shurgard common stock, at 1.134 exchange rate of US Dollars to the Euro), the shares we owned had a market value of approximately $2.0 billion.

Our equity in earnings of Shurgard comprised our equity share of Shurgard’s net income, less amortization of the Shurgard Basis Differential (defined below). We eliminated $1.2 million, $1.1 million and $1.0 million intra-entity profits and losses for 2021, 2020, and 2019, respectively, representing our equity share of the trademark license fees that Shurgard pays to us for the use of the Shurgard® trademark. We classify the remaining license fees we receive from Shurgard as interest and other income on our income statement. During 2021, 2020, and 2019, we received cash dividend distribution from Shurgard totaling $41.5 million, $34.9 million and $23.1 million, respectively.

At December 31, 2021, our pro-rata investment in Shurgard’s real estate assets included in investment in unconsolidated real estate entities exceeds our pro-rata share of the underlying amounts on Shurgard’s balance sheet by approximately $74.7 million ($83.1 million at December 31, 2020). This differential (the “Shurgard Basis Differential”) includes our cost basis adjustment in Shurgard’s real estate assets net of related deferred income taxes. The real estate assets basis differential is being amortized as a reduction to equity in earnings of the Unconsolidated Real Estate Entities. Such amortization totaled approximately $8.4 million, $5.8 million and $5.5 million during 2021, 2020, and 2019, 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, 2021At December 31, 2020
Gross Book ValueAccumulated AmortizationNet Book ValueGross Book ValueAccumulated AmortizationNet Book Value
Goodwill$165,843$—$165,843$165,843$—$165,843
Shurgard® Trade Name18,824—18,82418,824—18,824
Finite-lived intangible assets, subject to amortization198,180(79,953)118,22747,321(27,334)19,987
Total goodwill and other intangible assets$382,847$(79,953)$302,894$231,988$(27,334)$204,654

Amortization expense related to intangible assets subject to amortization was $76.6 million, $16.1 million and $16.8 million in 2021, 2020, and 2019, respectively. During 2021, 2020, and 2019, intangibles increased $174.9 million, $14.9 million and $18.5 million, respectively, in connection with the acquisition of self-storage facilities (Note 3).

The remaining amortization expense will be recognized over a weighted average life of approximately 1.1 years. The estimated future amortization expense for our finite-lived intangible assets at December 31, 2021 is as follows (amounts in thousands):

YearAmount
2022$86,759
202324,417
Thereafter7,051
Total$118,227

F-17

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

December 31, 2021

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, 2021). 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, 2021). At December 31, 2021 and February 22, 2022, we had no outstanding borrowings under this Credit Facility. We had undrawn standby letters of credit, which reduces our borrowing capacity, totaling $21.2 million at December 31, 2021 ($24.3 million at December 31, 2020). The Credit Facility has various customary restrictive covenants, with which we were in compliance at December 31, 2021.

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, 2021 and 2020 are set forth in the tables below:

F-18

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

December 31, 2021

Amounts at December 31, 2021
Coupon RateEffective RatePrincipalUnamortized CostsBook ValueFair Value
($ amounts in thousands)
U.S. Dollar Denominated Unsecured Debt
Notes due September 15, 20222.370%2.483%$500,000$(363)$499,637$506,362
Notes due April 23, 2024SOFR+0.47%0.617%700,000(1,628)698,372700,314
Notes due February 15, 20260.875%1.030%500,000(3,061)496,939488,141
Notes due November 9, 20261.500%1.640%650,000(4,227)645,773649,996
Notes due September 15, 20273.094%3.218%500,000(3,020)496,980535,206
Notes due May 1, 20281.850%1.962%650,000(4,276)645,724649,221
Notes due November 9, 20281.950%2.044%550,000(3,299)546,701548,241
Notes due May 1, 20293.385%3.459%500,000(2,257)497,743545,580
Notes due May 1, 20312.300%2.419%650,000(6,383)643,617656,546
Notes due November 9, 20312.250%2.322%550,000(3,488)546,512551,932
5,750,000(32,002)5,717,9985,831,539
Euro Denominated Unsecured Debt
Notes due April 12, 20241.540%1.540%113,431—113,431117,526
Notes due November 3, 20252.175%2.175%274,518—274,518295,256
Notes due September 9, 20300.500%0.640%794,017(9,730)784,287769,561
Notes due January 24, 20320.875%0.978%567,155(5,394)561,761551,842
1,749,121(15,124)1,733,9971,734,185
Mortgage Debt, secured by 11 real estate facilities with a net book value of $66.1 million3.878%3.897%23,284—23,28424,208
$7,522,405$(47,126)$7,475,279$7,589,932
Amounts at
December 31, 2020
Book ValueFair Value
($ amounts in thousands)
U.S. Dollar Denominated Unsecured Debt
Notes due September 15, 2022$499,109$517,419
Notes due September 15, 2027496,452560,833
Notes due May 1, 2029497,433574,833
1,492,9941,653,085
Euro Denominated Unsecured Debt
Notes due April 12, 2024122,646129,192
Notes due November 3, 2025296,821323,552
Notes due January 24, 2032607,301634,389
1,026,7681,087,133
Mortgage Debt25,23026,958
$2,544,992$2,767,176

F-19

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

December 31, 2021

U.S. Dollar Denominated Unsecured Notes

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 0.52% as of December 31, 2021), 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.

On April 12, 2019, we completed a public offering of $500 million in aggregate principal amount of senior notes bearing interest at an annual rate of 3.385% maturing on May 1, 2029. In connection with the offering, we incurred a total of $3.1 million in costs.

The U.S. Dollar Denominated Unsecured Notes have various financial covenants, with which we were in compliance at December 31, 2021. Included in these covenants are (a) a maximum Debt to Total Assets of 65% (approximately 16% at December 31, 2021) and (b) a minimum ratio of Adjusted EBITDA to Interest Expense of 1.5x (approximately 30x for the twelve months ended December 31, 2021) 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 for $264.3 million in net proceeds upon converting the Euros to U.S. Dollars, (ii) €100.0 million issued to institutional investors on April 12, 2016 for $113.6 million in net proceeds upon converting the Euros to U.S. Dollars, (iii) €500.0 million issued in a public offering on January 24, 2020 for $545.2 million in net proceeds upon converting the Euros to U.S. Dollars, and (iv) €700.0 million issued in a public offering on September 9, 2021 for $817.6 million in net proceeds upon converting the Euros to U.S. Dollars. 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, as a result of changes in foreign exchange rates as “Foreign currency exchange gain (loss)” on our income statement (gains of $111.8 million for 2021, as compared to losses of $98.0 million for 2020 and gains of $7.8 million for 2019).

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.

During 2019, we assumed a mortgage note with a contractual value of $1.8 million and an interest rate of 3.9%, which approximated market rate, in connection with the acquisition of a real estate facility.

At December 31, 2021, the related contractual interest rates are fixed, ranging between 3.2% and 7.1%, and mature between November 1, 2022 and July 1, 2030.

F-20

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

December 31, 2021

At December 31, 2021, approximate principal maturities of our Notes Payable are as follows (amounts in thousands):

Unsecured DebtMortgage DebtTotal
2022$500,000$2,483$502,483
2023—19,21919,219
2024813,431124813,555
2025274,518131274,649
20261,150,0001381,150,138
Thereafter4,761,1721,1894,762,361
$7,499,121$23,284$7,522,405
Weighted average effective rate1.8%3.9%1.8%

Cash paid for interest totaled $77.7 million, $52.7 million and $48.3 million for 2021, 2020, and 2019, respectively. Interest capitalized as real estate totaled $3.5 million, $3.4 million and $3.9 million for 2021, 2020, and 2019, respectively.

8.Noncontrolling Interests

We have noncontrolling interests related to several subsidiaries we consolidate of which we do not own 100% of the equity. At December 31, 2021, certain of these subsidiaries issued 443,970 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 option of the unitholder. These include 211,992 partnership units of $68.2 million issued to third-parties in connection with our acquisition of a portfolio of self-storage facilities in the fourth quarter of 2021. The unitholders of these 211,992 partnership units have the right to require us to redeem their partnership units in cash if common shares of the Company are not publicly listed. We classify these noncontrolling interests as redeemable noncontrolling interest outside of total equity in our consolidated balance sheets. At December 31, 2021, these noncontrolling interests are not currently redeemable or probable of becoming redeemable.

F-21

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

December 31, 2021

9.Shareholders’ Equity

Preferred Shares

At December 31, 2021 and 2020, we had the following series of Cumulative Preferred Shares (“Preferred Shares”) outstanding:

At December 31, 2021At December 31, 2020
SeriesEarliest Redemption DateDividend RateShares OutstandingLiquidation PreferenceShares OutstandingLiquidation Preference
(Dollar amounts in thousands)
Series C5/17/20215.125%—$—8,000$200,000
Series D7/20/20214.950%——13,000325,000
Series E10/14/20214.900%——14,000350,000
Series F6/2/20225.150%11,200280,00011,200280,000
Series G8/9/20225.050%12,000300,00012,000300,000
Series H3/11/20245.600%11,400285,00011,400285,000
Series I9/12/20244.875%12,650316,25012,650316,250
Series J11/15/20244.700%10,350258,75010,350258,750
Series K12/20/20244.750%9,200230,0009,200230,000
Series L6/17/20254.625%22,600565,00022,600565,000
Series M8/14/20254.125%9,200230,0009,200230,000
Series N10/6/20253.875%11,300282,50011,300282,500
Series O11/17/20253.900%6,800170,0006,800170,000
Series P6/16/20264.000%24,150603,750——
Series Q8/17/20263.950%5,750143,750——
Series R11/19/20264.000%17,400435,000——
Total Preferred Shares164,000$4,100,000151,700$3,792,500

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, 2021, 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.

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.

F-22

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

December 31, 2021

During 2021, 2020, and 2019, 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):

YearSeriesSharesGross ProceedsIssuance Costs
2021P, Q and R47,300$1,182,500$35,045
2020L, M, N and O49,9001,247,50039,294
2019H, I, J and K43,6001,090,00030,844

During 2021, 2020, and 2019, we redeemed the following series of Preferred Shares at par (amounts in thousands):

YearSeriesAggregate Redemption AmountAllocation of Income to Preferred Shares Holders in Connection with Redemption
2021C, D and E$875,000$28,914
2020 (a)V, W, X and B1,520,00048,265
2019Y, Z, U and A1,050,00032,693

(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 2021, 2020, and 2019, activity with respect to the issuance of our common shares was as follows (dollar amounts in thousands):

202120202019
SharesAmountSharesAmountSharesAmount
Employee stock-based compensation and exercise of stock options (Note 11)552,713$95,860163,127$12,664287,734$33,564

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, 2021, we repurchased approximately 23.7 million shares pursuant to this authorization; none of which were repurchased during the three years ended December 31, 2021.

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, including amounts paid to our restricted share unitholders, totaled $1.402 billion ($8.00 per share), $1.399 billion ($8.00 per share) and $1.399 billion ($8.00 per share) for the years ended December 31, 2021, 2020, and 2019, respectively. Preferred share dividends totaled $186.6 million, $207.1 million and $210.2 million for the years ended December 31, 2021, 2020, and 2019, respectively.

For the tax year ended December 31, 2021, distributions for the common shares and all the various series of preferred shares were classified as follows:

2021 (unaudited)
1st Quarter2nd Quarter3rd Quarter4th Quarter
Ordinary Dividends94.55%94.54%94.55%94.57%
Capital Gain Distributions5.45%5.46%5.45%5.43%
Total100.00%100.00%100.00%100.00%

F-23

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

December 31, 2021

The ordinary income dividends distributed for the tax year ended December 31, 2021 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, 2021, Tamara Hughes Gustavson, a current member of our Board and her adult children owned and controlled 65 self-storage facilities in Canada. 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 $2.1 million, $1.6 million and $1.5 million for the years ended December 31, 2021, 2020, and 2019, respectively.

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 non-qualified options to purchase the Company’s common shares, as well as RSUs, to trustees, officers, and key employees.

On April 26, 2021, the Company’s Shareholders approved the 2021 Equity and Performance-Based Incentive Compensation Plan ("2021 Plan"), which authorizes an additional three million shares available for future issuance of equity-based awards. As of December 31, 2021, there were a total of 2,252,321 shares reserved for granting of future options and stock awards under the 2021 plan.

We recorded share-based compensation expense associated with stock options and RSUs in the various expense categories in the Consolidated Statements of Income as set forth in the following table. In addition, $3.9 million share-based compensation cost was capitalized as real estate facilities for the year ended December 31, 2021.

For Years Ended December 31,
202120202019
(Amounts in thousands)
Self-storage cost of operations$20,544$14,904$12,090
Ancillary cost of operations1,561——
General and administrative37,76018,58613,871
Total$59,865$33,490$25,961

Stock Options

Stock options 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, 2021, 2020, and 2019, we incurred share-based compensation cost for outstanding stock options of $25.1 million, $7.6 million and $5.0 million, respectively. The amounts for the years ended December 31, 2021 and 2020 include $4.5 million and $0.3 million, respectively, in connection with the Retirement Acceleration as discussed in Note 2 (none for 2019).

During 2021, we incurred share-based compensation cost of $1.5 million in connection with the initial 15,000 stock option awards issued to each of the five trustees who joined our Board in January 2021.

F-24

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

December 31, 2021

During 2021, 245,000 stock options were awarded where vesting is dependent upon meeting certain performance targets with respect to 2021, 2022, and 2023 and continued service through 2025. 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, 2021, these targets are expected to be met at 100% achievement. These options resulted in $8.1 million in related compensation cost during 2021.

During 2020, 770,000 stock options were awarded where vesting is dependent upon meeting certain performance targets with respect to 2020, 2021, and 2022 and continued service through 2024. As of December 31, 2021, these targets are expected to be met at 125% achievement, an increase from 100% as of December 31, 2020. $10.9 million and $3.0 million in related compensation cost was recorded during 2021 and 2020, respectively.

The stock options outstanding at December 31, 2021 have an aggregate intrinsic value (the excess, if any, of each option’s market value over the exercise price) of approximately $481.9 million and remaining average contractual lives of approximately six years. Total compensation cost related to nonvested stock options that has not yet been recognized is $23.3 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 $251.3 million at December 31, 2021 and remaining average contractual lives of approximately four years.

Additional information with respect to stock options during 2021, 2020, and 2019 is as follows:

Service-BasedPerformance-BasedTotal
Number of OptionsWeighted Average Exercise Price per ShareNumber of OptionsWeighted Average Exercise Price per ShareNumber of OptionsWeighted Average Exercise Price per Share
Options outstanding January 1, 20192,420,922$201.31—$—2,420,922$201.31
Granted120,000—120,000
Exercised(191,255)—(191,255)
Cancelled(10,000)—(10,000)
Options outstanding December 31, 20192,339,667$204.53—$—2,339,667$204.53
Granted70,000770,000840,000
Exercised(71,500)—(71,500)
Cancelled(107,000)(40,000)(147,000)
Options outstanding December 31, 20202,231,167$204.60730,000$228.942,961,167$210.59
Granted (a)140,000420,000560,000
Exercised(471,216)—(471,216)
Cancelled—(10,000)(10,000)
Options outstanding December 31, 20211,899,951$208.161,140,000$229.163,039,951$216.04
Options exercisable at December 31, 20211,464,411$202.97—$—1,464,411$202.97

F-25

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

December 31, 2021

202120202019
Aggregate exercise date intrinsic value of options exercised during the year (in 000's)$44,613$3,433$11,848
Average assumptions used in valuing options with the Black-Scholes method:
Expected life of options in years, based upon historical experience555
Risk-free interest rate0.8%0.4%2.3%
Expected volatility, based upon historical volatility24.1%21.6%8.9%
Expected dividend yield2.9%3.8%3.6%
Average assumptions used in valuing options with market conditions with the Monte-Carlo simulation method:
Expected life of options in years, based upon historical experience5
Risk-free interest rate0.9%
Expected volatility, based upon historical volatility26.5%
Expected dividend yield2.9%
Average estimated value of options granted during the year$62.66$17.79$9.61

(a) Amount granted for performance-based stock options includes performance adjustments above target for options granted in 2020.

Restricted Share Units

RSUs generally vest over 5 to 8 years from the grant date. 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 in exchange for tax deposits made by the Company 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, 2021, 2020, and 2019, we incurred share-based compensation cost for RSUs of $38.7 million, $25.9 million and $21.0 million, respectively. The amounts for the years ended December 31, 2021 and 2020 include $11.4 million and $5.4 million, respectively, in connection with the Retirement Acceleration as discussed in Note 2 (none for 2019).

During 2021, 37,000 RSUs were awarded where vesting is dependent upon meeting certain performance targets for 2021. As of December 31, 2021, these targets were met at 125% achievement. These RSUs resulted in $6.4 million in related compensation cost during 2021.

F-26

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

December 31, 2021

Remaining compensation cost related to RSUs outstanding at December 31, 2021 totals approximately $94.1 million and is expected to be recognized over the next 3 years on average. The following tables set forth relevant information with respect to restricted shares (dollar amounts in thousands):

202120202019
Number of Restricted Share UnitsWeighted-Average Grant-Date Fair ValueNumber of Restricted Share UnitsWeighted-Average Grant-Date Fair ValueNumber of Restricted Share UnitsWeighted-Average Grant-Date Fair Value
Restricted share units outstanding January 1,552,788$218.11619,150$213.29717,696$210.69
Granted (a)189,318$321.17110,755$222.2797,140$217.35
Vested(138,420)$(216.63)(140,089)$(200.88)(160,329)$(204.04)
Forfeited(32,864)$(221.32)(37,028)$(215.08)(35,357)$(213.62)
Restricted share units outstanding December 31,570,822$251.95552,788$218.11619,150$213.29
202120202019
Amounts for the year (in 000's, except number of shares):
Fair value of vested shares on vesting date$37,430$31,076$33,769
Cash paid for taxes upon vesting in lieu of issuing common shares$13,069$10,518$12,162
Common shares issued upon vesting81,32591,62796,479

(a)Amount includes adjustments above target for performance-based RSUs granted in fiscal year 2021 based on achievement of performance criteria.

F-27

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

December 31, 2021

  1. 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 (an “preferred share redemption charge”) and (iv) restricted share units, 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, of stock options outstanding for diluted net income per common share.

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, 2021, 2020, and 2019 (in thousands, except per share amounts):

For the Years Ended December 31,
202120202019
Numerator for basic and dilutive net income per common share – net income allocable to common shareholders$1,732,444$1,098,335$1,272,767
Denominator for basic net income per share - weighted average common shares outstanding174,858174,494174,287
Net effect of dilutive stock options - based on treasury stock method710148243
Denominator for dilutive net income per share - weighted average common shares outstanding175,568174,642174,530
Net income per common share:
Basic$9.91$6.29$7.30
Dilutive$9.87$6.29$7.29

F-28

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

December 31, 2021

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 (“CODM”).

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 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 loss 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:

For the Years Ended December 31,
202120202019
(amounts in thousands)
Self-Storage Operations Reportable Segment
Revenue$3,203,566$2,721,630$2,684,552
Cost of operations(852,030)(807,543)(762,416)
Net operating income2,351,5361,914,0871,922,136
Depreciation and amortization(713,428)(553,257)(512,918)
Net income1,638,1081,360,8301,409,218
Ancillary Operations
Revenue212,258193,438170,556
Cost of operations(68,568)(59,919)(50,736)
Net operating income143,690133,519119,820
Total net income allocated to segments1,781,7981,494,3491,529,038
Other items not allocated to segments:
General and administrative(101,254)(83,199)(62,146)
Interest and other income12,30622,32326,683
Interest expense(90,774)(56,283)(45,641)
Equity in earnings of unconsolidated real estate entities232,09380,49769,547
Foreign currency exchange gain (loss)111,787(97,953)7,829
Gain on sale of real estate13,6831,493341
Net income$1,959,639$1,361,227$1,525,651

F-29

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

December 31, 2021

  1. 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 several states. Customers participate in the program at their option. At December 31, 2021, there were approximately 1.2 million certificates held by our self-storage customers, representing aggregate coverage of approximately $4.9 billion.

Commitments

We have construction commitments representing future expected payments for construction under contract totaling $166.8 million at December 31, 2021. We expect to pay approximately $142.7 million in 2022, $22.8 million in 2023 and $1.3 million in 2024 for these construction commitments.

We have future contractual payments on land, equipment and office space under various lease commitments totaling $66.1 million at December 31, 2021. We expect to pay approximately $3.1 million in 2022, $3.0 million in each of 2023 and 2024, $2.9 million in 2025, $3.0 million in 2026 and $51.1 million thereafter for these commitments.

  1. Subsequent Events

Subsequent to December 31, 2021, we acquired or were under contract to acquire 15 self-storage facilities across 10 states with 1.2 million net rentable square feet, for $212.4 million.

On January 13, 2022, we issued 10.0 million depositary shares, each representing 0.001 of a share of our 4.100% Series S Preferred Shares, at an issuance price of $25.00 per depositary share, for a total of $250.0 million in gross proceeds, and we incurred $7.2 million in issuance costs.

F-30

PUBLIC STORAGE

SCHEDULE III - REAL ESTATE

AND ACCUMULATED DEPRECIATION

(Amounts in thousands, except number of properties)

Initial CostGross Carrying Amount At December 31, 2021
DescriptionNo. of FacilitiesNet Rentable Square Feet2021 Encum- brancesLandBuildings & ImprovementsCosts Subsequent to AcquisitionLandBuildingsTotalAccumulated Depreciation
Self-storage facilities by market:
Los Angeles22816,710409543,650981,256448,343542,0731,431,1761,973,249859,874
Dallas/Ft. Worth18917,017—322,3161,852,445143,451323,7781,994,4342,318,212335,716
Houston14211,953—220,019620,942246,434219,340868,0551,087,395345,675
San Francisco1409,196—245,623557,398266,677258,373811,3251,069,698521,635
Chicago1368,756—146,095428,446138,390148,932563,999712,931405,079
Washington DC1178,272—418,4601,308,988143,417423,6141,447,2511,870,865373,168
Atlanta1117,4761,653142,553407,27295,145142,915502,055644,970298,833
Seattle/Tacoma1006,986—211,959584,089123,883212,607707,324919,931379,516
Miami977,223—247,807536,321145,494249,700679,922929,622365,471
New York967,053—277,121586,592223,807283,458804,0621,087,520494,284
Orlando/Daytona724,62811,274140,411253,37568,265145,892316,159462,051179,459
Denver695,1978,318117,109308,922102,116117,830410,317528,147171,779
Minneapolis/St. Paul644,9371,630118,333292,46597,660118,498389,960508,458148,047
Philadelphia624,041—58,824226,73362,26357,845289,975347,820176,981
Charlotte594,604—87,349231,44984,33195,212307,917403,129144,670
Tampa573,969—93,109213,54661,42996,422271,662368,084142,716
Detroit483,443—67,465225,06141,89468,315266,105334,420130,902
Portland482,750—60,108203,10731,51360,766233,962294,728114,418
Baltimore483,624—134,774749,05828,468134,898777,402912,30097,642
Phoenix473,253—92,139265,78338,27892,130304,070396,200124,204
West Palm Beach463,784—156,788221,47992,351157,496313,122470,618146,989
San Antonio392,746—53,847215,50729,30153,805244,850298,65574,698
Austin362,875—67,832179,67246,41269,854224,062293,91699,914
Raleigh362,592—82,919188,19840,56883,908227,777311,68573,417
Norfolk362,215—47,728128,98626,38046,843156,251203,09477,313
Sacramento352,054—26,42980,39140,50026,913120,407147,32084,912
Indianapolis291,889—34,67894,85818,34835,678112,206147,88452,872
Kansas City291,893—18,96592,79336,45219,165129,045148,21065,887
Boston281,964—80,843209,49537,37881,409246,307327,716112,364
St. Louis281,749—23,53989,34133,54123,395123,026146,42167,368
Columbus272,015—44,98392,00128,92345,090120,817165,90753,150
Columbia271,620—27,17783,53223,01027,936105,783133,71943,214
Oklahoma City262,089—49,060130,81514,47549,060145,290194,35031,501
San Diego242,183—89,782162,04350,35892,292209,891302,183102,116
Las Vegas231,503—26,24290,62413,31325,491104,688130,17953,896
Cincinnati201,155—19,03557,77523,98118,95381,838100,79134,959

F-31

PUBLIC STORAGE

SCHEDULE III - REAL ESTATE

AND ACCUMULATED DEPRECIATION

(Amounts in thousands, except number of properties)

Initial CostGross Carrying Amount At December 31, 2021
DescriptionNo. of FacilitiesNet Rentable Square Feet2021 Encum- brancesLandBuildings & ImprovementsCosts Subsequent to AcquisitionLandBuildingsTotalAccumulated Depreciation
Nashville/Bowling Green181,168—23,48745,14531,18723,48576,33499,81933,956
Colorado Springs161,115—12,32060,39322,94912,31783,34595,66232,637
Milwaukee15964—13,18932,07110,53413,15842,63655,79435,990
Louisville15912—23,56346,1088,31523,56254,42477,98618,843
Jacksonville15922—14,45447,41512,46614,50359,83274,33535,892
Birmingham15606—6,31625,56714,3436,20440,02246,22629,192
Richmond15749—20,97952,2396,34320,78458,77779,56122,365
Greensboro14845—13,41335,32614,40715,50247,64463,14629,562
Charleston14943—16,94756,79318,44817,92374,26592,18830,179
Fort Myers/Naples141,070—29,94484,3436,27630,17990,384120,56323,207
Chattanooga13846—10,03045,5787,8329,83253,60863,44017,516
Savannah12700—33,09442,4655,27131,76649,06480,83020,497
Greensville/Spartanburg/Asheville12697—9,83530,48210,54210,76440,09550,85923,304
Honolulu11807—54,184106,29916,94255,101122,324177,42573,250
Hartford/New Haven11693—6,77819,95922,7228,44341,01649,45934,787
New Orleans11772—13,37259,3827,78313,54066,99780,53728,812
Salt Lake City11672—15,91228,1175,60315,56134,07149,63216,134
Memphis11645—19,58129,8529,95620,93438,45559,38923,494
Mobile11529—8,91525,2235,8148,74231,21039,95215,416
Omaha10881—17,26664,9694,24517,26669,21486,4807,034
Buffalo/Rochester9462—6,78517,9544,1596,78322,11528,89815,388
Cleveland/Akron8478—4,23518,4115,7304,62823,74828,37613,911
Augusta8466—8,90020,9064,4978,90025,40334,3037,844
Reno7559—5,48718,7044,2775,48722,98128,46813,707
Tucson7439—9,40325,4916,9599,88431,96941,85321,627
Wichita7433—2,0176,6917,4112,13013,98916,11912,367
Monterey/Salinas7329—8,46524,1516,7508,45530,91139,36623,392
Boise6530—13,41255,49654513,41256,04169,4531,443
Evansville5326—2,34014,3161,5132,31215,85718,1694,950
Dayton5284—1,0748,9754,8681,07313,84414,9177,937
Huntsville/Decatur5298—9,16113,4813,4219,10816,95526,0636,611
Fort Wayne4271—3,48711,0033,5073,48714,51017,9976,181
Roanoke4224—5,09318,0919735,09319,06424,1573,902
Palm Springs3242—8,30918,0652,2498,30920,31428,62312,060
Providence3155—99511,2063,14399514,34915,3447,414
Shreveport2150—8173,0302,3777415,4836,2244,997
Springfield/Holyoke2144—1,4283,3801,9521,4275,3336,7605,114

F-32

PUBLIC STORAGE

SCHEDULE III - REAL ESTATE

AND ACCUMULATED DEPRECIATION

(Amounts in thousands, except number of properties)

Initial CostGross Carrying Amount At December 31, 2021
DescriptionNo. of FacilitiesNet Rentable Square Feet2021 Encum- brancesLandBuildings & ImprovementsCosts Subsequent to AcquisitionLandBuildingsTotalAccumulated Depreciation
Rochester299—1,0472,2462,1349804,4475,4274,233
Santa Barbara298—5,7339,1068585,7339,96415,6976,186
Topeka294—2251,4192,1082253,5273,7523,190
Lansing288—5562,8829865563,8684,4242,619
Flint156—5433,0682735423,3423,8842,110
Joplin156—2649041,0212641,9252,1891,672
Syracuse155—5451,2798625452,1412,6862,066
Modesto/Fresno/Stockton133—442061,3241931,3811,574942
Commercial and non-operating real estate—13,19426,14348,11213,34674,10387,44944,739
2,787198,319$23,284$5,072,209$14,225,088$3,510,536$5,134,060$17,673,773$22,807,833$7,773,308

Note: Buildings and improvements are depreciated on a straight-line basis over estimated useful lives ranging generally between 5 to 25 years. In addition, disclosures of the number and square footage of our facilities are unaudited.

F-33

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