Cover and table of contents
100K characters. Original on sec.gov · Markdown
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2025
or
☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ____________ to ____________.
Commission File Number: 001-33519
Public Storage
(Exact name of registrant as specified in its charter)
| Maryland | 93-2834996 | |||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |||||||
| 701 Western Avenue, Glendale, California | 91201-2349 | |||||||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (818) 244-8080.
Former name, former address and former fiscal, if changed since last report: N/A
Securities registered pursuant to Section 12b of the Act:
| Title of Class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
| Common Shares, $0.10 par value | PSA | New York Stock Exchange | ||||||||||||
| Depositary Shares Each Representing 1/1,000 of a 5.150% Cum Pref Share, Series F, $0.01 par value | PSAPrF | New York Stock Exchange | ||||||||||||
| Depositary Shares Each Representing 1/1,000 of a 5.050% Cum Pref Share, Series G, $0.01 par value | PSAPrG | New York Stock Exchange | ||||||||||||
| Depositary Shares Each Representing 1/1,000 of a 5.600% Cum Pref Share, Series H, $0.01 par value | PSAPrH | New York Stock Exchange | ||||||||||||
| Depositary Shares Each Representing 1/1,000 of a 4.875% Cum Pref Share, Series I, $0.01 par value | PSAPrI | New York Stock Exchange | ||||||||||||
| Depositary Shares Each Representing 1/1,000 of a 4.700% Cum Pref Share, Series J, $0.01 par value | PSAPrJ | New York Stock Exchange | ||||||||||||
| Depositary Shares Each Representing 1/1,000 of a 4.750% Cum Pref Share, Series K, $0.01 par value | PSAPrK | New York Stock Exchange | ||||||||||||
| Depositary Shares Each Representing 1/1,000 of a 4.625% Cum Pref Share, Series L, $0.01 par value | PSAPrL | New York Stock Exchange | ||||||||||||
| Depositary Shares Each Representing 1/1,000 of a 4.125% Cum Pref Share, Series M, $0.01 par value | PSAPrM | New York Stock Exchange | ||||||||||||
| Depositary Shares Each Representing 1/1,000 of a 3.875% Cum Pref Share, Series N, $0.01 par value | PSAPrN | New York Stock Exchange | ||||||||||||
| Depositary Shares Each Representing 1/1,000 of a 3.900% Cum Pref Share, Series O, $0.01 par value | PSAPrO | New York Stock Exchange | ||||||||||||
| Depositary Shares Each Representing 1/1,000 of a 4.000% Cum Pref Share, Series P, $0.01 par value | PSAPrP | New York Stock Exchange | ||||||||||||
| Depositary Shares Each Representing 1/1,000 of a 3.950% Cum Pref Share, Series Q, $0.01 par value | PSAPrQ | New York Stock Exchange | ||||||||||||
| Depositary Shares Each Representing 1/1,000 of a 4.000% Cum Pref Share, Series R, $0.01 par value | PSAPrR | New York Stock Exchange | ||||||||||||
| Depositary Shares Each Representing 1/1,000 of a 4.100% Cum Pref Share, Series S, $0.01 par value | PSAPrS | New York Stock Exchange | ||||||||||||
| Guarantee of 0.875% Senior Notes due 2032 issued by Public Storage Operating Company | PSA/32 | New York Stock Exchange | ||||||||||||
| Guarantee of 0.500% Senior Notes due 2030 issued by Public Storage Operating Company | PSA/30 | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days.
☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | Accelerated filer | Non-accelerated filer | Smaller reporting company | Emerging growth company | ||||||||||
| ☒ | ☐ | ☐ | ☐ | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐ Yes ☒ No
Indicate the number of the registrant’s outstanding common shares of beneficial interest, as of April 23, 2025:
Common Shares of beneficial interest, $0.10 par value per share – 175,431,344 shares
PUBLIC STORAGE
INDEX
| PART I | FINANCIAL INFORMATION | Pages | ||||||
| Item 1. | Consolidated Financial Statements (Unaudited) | |||||||
| Consolidated Balance Sheets | 1 | |||||||
| Consolidated Statements of Income | 2 | |||||||
| Consolidated Statements of Comprehensive Income | 3 | |||||||
| Consolidated Statements of Equity | 4 | |||||||
| Consolidated Statements of Cash Flows | 6 | |||||||
| Condensed Notes to Consolidated Financial Statements | 8 | |||||||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 22 | ||||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 46 | ||||||
| Item 4. | Controls and Procedures | 46 | ||||||
| PART II | OTHER INFORMATION (Items 3 and 4 are not applicable) | |||||||
| Item 1. | Legal Proceedings | 47 | ||||||
| Item 1A. | Risk Factors | 47 | ||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 47 | ||||||
| Item 5. | Other Information | 47 | ||||||
| Item 6. | Exhibits | 47 |
PUBLIC STORAGE
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share data)
| March 31, 2025 | December 31, 2024 | ||||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Cash and equivalents | $ | 287,177 | $ | 447,416 | |||||||
| Real estate facilities, at cost: | |||||||||||
| Land | 5,761,652 | 5,711,685 | |||||||||
| Buildings | 23,079,380 | 22,767,053 | |||||||||
| 28,841,032 | 28,478,738 | ||||||||||
| Accumulated depreciation | (10,682,425) | (10,426,186) | |||||||||
| 18,158,607 | 18,052,552 | ||||||||||
| Construction in process | 240,669 | 308,101 | |||||||||
| 18,399,276 | 18,360,653 | ||||||||||
| Investment in unconsolidated real estate entity | 374,115 | 382,490 | |||||||||
| Goodwill and other intangible assets, net | 263,203 | 282,187 | |||||||||
| Other assets | 291,675 | 282,188 | |||||||||
| Total assets | $ | 19,615,446 | $ | 19,754,934 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Notes payable | $ | 9,424,558 | $ | 9,353,034 | |||||||
| Accrued and other liabilities | 520,536 | 588,248 | |||||||||
| Total liabilities | 9,945,094 | 9,941,282 | |||||||||
| Commitments and contingencies (Note 15) | |||||||||||
| Equity: | |||||||||||
| Public Storage shareholders’ equity: | |||||||||||
| Preferred Shares, $0.01 par value, 100,000,000 shares authorized, 174,000 shares issued (in series) and outstanding, (174,000 shares at December 31, 2024) at liquidation preference | 4,350,000 | 4,350,000 | |||||||||
| Common Shares, $0.10 par value, 650,000,000 shares authorized, 175,430,172 shares issued (175,408,393 shares at December 31, 2024) | 17,543 | 17,541 | |||||||||
| Paid-in capital | 6,124,382 | 6,116,113 | |||||||||
| Accumulated deficit | (867,425) | (699,083) | |||||||||
| Accumulated other comprehensive loss | (58,244) | (71,965) | |||||||||
| Total Public Storage shareholders’ equity | 9,566,256 | 9,712,606 | |||||||||
| Noncontrolling interests | 104,096 | 101,046 | |||||||||
| Total equity | 9,670,352 | 9,813,652 | |||||||||
| Total liabilities and equity | $ | 19,615,446 | $ | 19,754,934 |
See accompanying notes.
PUBLIC STORAGE
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share amounts)
(Unaudited)
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||
| Self-storage facilities | $ | 1,102,998 | $ | 1,086,045 | |||||||||||||||||||||||||
| Ancillary operations | 80,186 | 71,175 | |||||||||||||||||||||||||||
| 1,183,184 | 1,157,220 | ||||||||||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||||||||
| Self-storage cost of operations | 301,154 | 297,414 | |||||||||||||||||||||||||||
| Ancillary cost of operations | 30,693 | 27,069 | |||||||||||||||||||||||||||
| Depreciation and amortization | 282,715 | 285,203 | |||||||||||||||||||||||||||
| Real estate acquisition and development expense | 7,423 | 3,717 | |||||||||||||||||||||||||||
| General and administrative | 25,184 | 21,336 | |||||||||||||||||||||||||||
| Interest expense | 72,009 | 67,778 | |||||||||||||||||||||||||||
| 719,178 | 702,517 | ||||||||||||||||||||||||||||
| Other increases (decreases) to net income: | |||||||||||||||||||||||||||||
| Interest and other income | 13,234 | 13,966 | |||||||||||||||||||||||||||
| Equity in earnings of unconsolidated real estate entities | 3,627 | 6,090 | |||||||||||||||||||||||||||
| Foreign currency exchange (loss) gain | (68,695) | 37,543 | |||||||||||||||||||||||||||
| Gain on sale of real estate | 45 | 874 | |||||||||||||||||||||||||||
| Income before income tax expense | 412,217 | 513,176 | |||||||||||||||||||||||||||
| Income tax expense | (1,426) | (1,479) | |||||||||||||||||||||||||||
| Net income | 410,791 | 511,697 | |||||||||||||||||||||||||||
| Allocation to noncontrolling interests | (3,000) | (2,749) | |||||||||||||||||||||||||||
| Net income allocable to Public Storage shareholders | 407,791 | 508,948 | |||||||||||||||||||||||||||
| Allocation of net income to: | |||||||||||||||||||||||||||||
| Preferred shareholders | (48,678) | (48,678) | |||||||||||||||||||||||||||
| Restricted share units and unvested LTIP units | (883) | (1,061) | |||||||||||||||||||||||||||
| Net income allocable to common shareholders | $ | 358,230 | $ | 459,209 | |||||||||||||||||||||||||
| Net income per common share: | |||||||||||||||||||||||||||||
| Basic | $ | 2.04 | $ | 2.61 | |||||||||||||||||||||||||
| Diluted | $ | 2.04 | $ | 2.60 | |||||||||||||||||||||||||
| Basic weighted average common shares outstanding | 175,419 | 175,700 | |||||||||||||||||||||||||||
| Diluted weighted average common shares outstanding | 175,942 | 176,350 |
See accompanying notes.
PUBLIC STORAGE
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in thousands)
(Unaudited)
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||
| Net income | $ | 410,791 | $ | 511,697 | |||||||||||||||||||||||||
| Foreign currency translation gain (loss) on investment in Shurgard | 13,724 | (7,275) | |||||||||||||||||||||||||||
| Total comprehensive income | 424,515 | 504,422 | |||||||||||||||||||||||||||
| Allocation to noncontrolling interests | (3,003) | (2,748) | |||||||||||||||||||||||||||
| Comprehensive income allocable to Public Storage shareholders | $ | 421,512 | $ | 501,674 |
See accompanying notes.
PUBLIC STORAGE
CONSOLIDATED STATEMENTS OF EQUITY
Three Months Ended March 31, 2025
(Amounts in thousands, except share and per share amounts)
(Unaudited)
| Cumulative Preferred Shares | Common Shares | Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Public Storage Shareholders' Equity | Noncontrolling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2024 | $ | 4,350,000 | $ | 17,541 | $ | 6,116,113 | $ | (699,083) | $ | (71,965) | $ | 9,712,606 | $ | 101,046 | $ | 9,813,652 | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of common shares in connection with share-based compensation (21,779 shares) | — | 2 | 3,215 | — | — | 3,217 | — | 3,217 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Taxes withheld upon net share settlement of restricted share units | — | — | (2,668) | — | — | (2,668) | — | (2,668) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation cost | — | — | 11,193 | — | — | 11,193 | — | 11,193 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of noncontrolling interests | — | — | (105) | — | — | (105) | 2 | (103) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions by noncontrolling interests | — | — | — | — | — | — | 1,153 | 1,153 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | 410,791 | — | 410,791 | — | 410,791 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income allocated to noncontrolling interests | — | — | — | (3,000) | — | (3,000) | 3,000 | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Reallocation of equity | — | — | (3,366) | — | — | (3,366) | 3,366 | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred shareholders | — | — | — | (48,678) | — | (48,678) | — | (48,678) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Noncontrolling interests | — | — | — | — | — | — | (4,474) | (4,474) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Common shareholders, restricted share unitholders and unvested LTIP unitholders ($3.00 per share/unit) | — | — | — | (527,455) | — | (527,455) | — | (527,455) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | 13,721 | 13,721 | 3 | 13,724 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2025 | $ | 4,350,000 | $ | 17,543 | $ | 6,124,382 | $ | (867,425) | $ | (58,244) | $ | 9,566,256 | $ | 104,096 | $ | 9,670,352 |
See accompanying notes.
PUBLIC STORAGE
CONSOLIDATED STATEMENTS OF EQUITY
Three Months Ended March 31, 2024
(Amounts in thousands, except share and per share amounts)
(Unaudited)
| Cumulative Preferred Shares | Common Shares | Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Public Storage Shareholders' Equity | Noncontrolling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2023 | $ | 4,350,000 | $ | 17,567 | $ | 5,980,760 | $ | (267,910) | $ | (67,239) | $ | 10,013,178 | $ | 93,768 | $ | 10,106,946 | |||||||||||||||||||||||||||||||||||||
| Issuance of common shares in connection with share-based compensation (52,834 shares) | — | 5 | 7,828 | — | — | 7,833 | — | 7,833 | |||||||||||||||||||||||||||||||||||||||||||||
| Taxes withheld upon net settlement of restricted share units | — | — | (5,328) | — | — | (5,328) | — | (5,328) | |||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation cost | — | — | 11,305 | — | — | 11,305 | — | 11,305 | |||||||||||||||||||||||||||||||||||||||||||||
| Contributions by noncontrolling interests | — | — | — | — | — | — | 1,327 | 1,327 | |||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | 511,697 | — | 511,697 | — | 511,697 | |||||||||||||||||||||||||||||||||||||||||||||
| Net income allocated to noncontrolling interests | — | — | — | (2,749) | — | (2,749) | 2,749 | — | |||||||||||||||||||||||||||||||||||||||||||||
| Reallocation of equity | — | — | (2,959) | — | — | (2,959) | 2,959 | — | |||||||||||||||||||||||||||||||||||||||||||||
| Distributions to: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred shareholders | — | — | — | (48,678) | — | (48,678) | — | (48,678) | |||||||||||||||||||||||||||||||||||||||||||||
| Noncontrolling interests | — | — | — | — | — | — | (4,166) | (4,166) | |||||||||||||||||||||||||||||||||||||||||||||
| Common shareholders, restricted share unitholders and unvested LTIP unitholders ($3.00 per share/unit) | — | — | — | (528,363) | — | (528,363) | — | (528,363) | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | (7,274) | (7,274) | (1) | (7,275) | |||||||||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2024 | $ | 4,350,000 | $ | 17,572 | $ | 5,991,606 | $ | (336,003) | $ | (74,513) | $ | 9,948,662 | $ | 96,636 | $ | 10,045,298 |
See accompanying notes.
PUBLIC STORAGE
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
| For the Three Months Ended March 31, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||
| Net income | $ | 410,791 | $ | 511,697 | |||||||||||||
| Adjustments to reconcile net income to net cash flows from operating activities: | |||||||||||||||||
| Gain on sale of real estate | (45) | (874) | |||||||||||||||
| Depreciation and amortization | 282,715 | 285,203 | |||||||||||||||
| Equity in earnings of unconsolidated real estate entities | (3,627) | (6,090) | |||||||||||||||
| Distributions from cumulative equity in earnings of unconsolidated real estate entities | 432 | 352 | |||||||||||||||
| Unrealized foreign currency exchange loss (gain) | 68,664 | (37,467) | |||||||||||||||
| Share-based compensation expense | 10,283 | 10,347 | |||||||||||||||
| Impairment write-down of real estate investments | 3,827 | — | |||||||||||||||
| Other non-cash adjustments | 2,707 | 2,781 | |||||||||||||||
| Changes in operating assets and liabilities, excluding the impact of acquisitions: | |||||||||||||||||
| Other assets | 8,702 | (16,231) | |||||||||||||||
| Accrued and other liabilities | (79,386) | (84,132) | |||||||||||||||
| Net cash flows from operating activities | 705,063 | 665,586 | |||||||||||||||
| Cash flows from investing activities: | |||||||||||||||||
| Capital expenditures to maintain real estate facilities | (44,960) | (66,376) | |||||||||||||||
| Capital expenditures for property enhancements | — | (25,046) | |||||||||||||||
| Capital expenditures for energy efficiencies (LED lighting, solar) | (13,049) | (13,058) | |||||||||||||||
| Development and expansion of real estate facilities | (66,481) | (84,527) | |||||||||||||||
| Acquisition of real estate facilities and intangible assets | (140,990) | — | |||||||||||||||
| Issuance of notes receivable | (23,636) | — | |||||||||||||||
| Proceeds from sale of real estate investments | 2,599 | 2,423 | |||||||||||||||
| Net cash flows used in investing activities | (286,517) | (186,584) | |||||||||||||||
| Cash flows from financing activities: | |||||||||||||||||
| Repayments of notes payable | (33) | (36) | |||||||||||||||
| Issuance of common shares in connection with share-based compensation | 3,184 | 7,800 | |||||||||||||||
| Taxes paid upon net share settlement of restricted share units | (2,668) | (5,328) | |||||||||||||||
| Acquisition of noncontrolling interests | (103) | — | |||||||||||||||
| Contributions by noncontrolling interests | 1,153 | 1,327 | |||||||||||||||
| Distributions paid to preferred shareholders, common shareholders, restricted share unitholders and unvested LTIP unitholders | (575,844) | (576,792) | |||||||||||||||
| Distributions paid to noncontrolling interests | (4,474) | (4,166) | |||||||||||||||
| Net cash flows used in financing activities | (578,785) | (577,195) | |||||||||||||||
| Net decrease in cash and equivalents, including restricted cash | $ | (160,239) | $ | (98,193) |
See accompanying notes.
PUBLIC STORAGE
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
| For the Three Months Ended March 31, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| Cash and equivalents, including restricted cash at beginning of the period: | |||||||||||||||||
| Cash and equivalents | $ | 447,416 | $ | 370,002 | |||||||||||||
| Restricted cash included in other assets | — | 30,373 | |||||||||||||||
| $ | 447,416 | $ | 400,375 | ||||||||||||||
| Cash and equivalents, including restricted cash at end of the period: | |||||||||||||||||
| Cash and equivalents | $ | 287,177 | $ | 271,645 | |||||||||||||
| Restricted cash included in other assets | — | 30,537 | |||||||||||||||
| $ | 287,177 | $ | 302,182 | ||||||||||||||
| 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 | $ | (7,646) | $ | (5,976) | |||||||||||||
| Capital expenditures for property enhancements | — | (2,580) | |||||||||||||||
| Capital expenditures for energy efficiencies (LED lighting, solar) | (1,402) | (702) | |||||||||||||||
| Construction or expansion of real estate facilities | (42,084) | (41,460) | |||||||||||||||
| Supplemental cash flow information: | |||||||||||||||||
| Cash paid for interest, net of amounts capitalized | $ | 82,509 | $ | 75,745 | |||||||||||||
| Cash paid for income taxes, net of refunds | (230) | 1,521 | |||||||||||||||
See accompanying notes.
PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
- Description of the Business
Public Storage is a Maryland real estate investment trust (“REIT”) engaged in 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, and other related operations such as tenant reinsurance, merchandise sales, third party management, and bridge lending to third-party self-storage owners, as well as the acquisition and development of additional self-storage space.
We are structured as an umbrella partnership REIT, or UPREIT, under which substantially all of our business is conducted through Public Storage OP, L.P. (“PSA OP”), an operating partnership, and its subsidiaries, including Public Storage Operating Company (“PSOC”). The primary assets of the parent entity, Public Storage, are general partner and limited partner interests in PSA OP, which holds all of the Company’s assets through its ownership of all of the equity interests in PSOC. As a limited partnership, PSA OP is a variable interest entity and is consolidated by Public Storage as its primary beneficiary. As of March 31, 2025, Public Storage owned all of the general partner interests and approximately 99.81% of the limited partnership interests of PSA OP, with the remaining 0.19% of limited partnership interests owned by certain trustees and officers of the Company.
Unless stated otherwise or the context otherwise requires, references to “Public Storage” mean the parent entity, Public Storage, and references to “the Company,” “we,” “us,” and “our” mean collectively Public Storage, PSA OP, PSOC, and those entities/subsidiaries owned or controlled by Public Storage, PSA OP, and PSOC.
At March 31, 2025, we owned interests in 3,085 self-storage facilities (with approximately 222.7 million net rentable square feet) located in 40 states in the United States (“U.S.”) operating under the Public Storage® name, and 1.0 million net rentable square feet of commercial and retail space. In addition, we managed 314 facilities (with approximately 24.4 million net rentable square feet) for third parties at March 31, 2025.
At March 31, 2025, we owned an approximate 35% common equity interest in Shurgard Self Storage Limited (“Shurgard”), a public company traded on the Euronext Brussels under the “SHUR” symbol, which owned 318 self-storage facilities (with approximately 18 million net rentable square feet) located in seven Western European countries, all operating under the Shurgard® name.
- Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation
We have prepared the accompanying interim consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) as set forth in the Accounting Standards Codification of the Financial Accounting Standards Board, and in conformity with the rules and regulations of the Securities and Exchange Commission (“SEC”). In our opinion, the interim consolidated financial statements presented herein reflect all adjustments, primarily of a normal recurring nature, that are necessary to present fairly the interim consolidated financial statements. Because they do not include all of the disclosures required by GAAP for complete annual financial statements, these interim consolidated financial statements should be read together with the audited Consolidated Financial Statements and related Notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Disclosures of the number and square footage of facilities, as well as the number and coverage of tenant reinsurance policies (Note 15) are unaudited and outside the scope of our independent registered public accounting firm’s review of our financial statements in accordance with the standards of the Public Company Accounting Oversight Board (U.S.).
Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.
PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
Summary of Significant Accounting Policies
There have been no significant changes to the Company's significant accounting policies described in Note 2, Basis of Presentation and Summary of Significant Accounting Policies, in Notes to Consolidated Financial Statements included in Item 8 of Part II of the Company's Annual Report on Form 10-K for the year ended December 31, 2024.
- Real Estate Facilities
Activity in real estate facilities during the three months ended March 31, 2025 is as follows:
| Three Months Ended March 31, 2025 | |||||||||||||||||
| (Amounts in thousands) | |||||||||||||||||
| Operating facilities, at cost: | |||||||||||||||||
| Beginning balance | $ | 28,478,738 | |||||||||||||||
| Capital expenditures to maintain real estate facilities | 44,141 | ||||||||||||||||
| Capital expenditures for energy efficiencies (LED lighting, solar) | 13,326 | ||||||||||||||||
| Acquisitions | 136,652 | ||||||||||||||||
| Transfers and dispositions, net | 23,821 | ||||||||||||||||
| Developed or expanded facilities opened for operation | 144,354 | ||||||||||||||||
| Ending balance | 28,841,032 | ||||||||||||||||
| Accumulated depreciation: | |||||||||||||||||
| Beginning balance | (10,426,186) | ||||||||||||||||
| Depreciation expense | (256,239) | ||||||||||||||||
| Ending balance | (10,682,425) | ||||||||||||||||
| Construction in process: | |||||||||||||||||
| Beginning balance | 308,101 | ||||||||||||||||
| Costs incurred to develop and expand real estate facilities | 79,319 | ||||||||||||||||
| Write-off of cancelled projects and transfer to other assets | (2,397) | ||||||||||||||||
| Developed or expanded facilities opened for operation | (144,354) | ||||||||||||||||
| Ending balance | 240,669 | ||||||||||||||||
| Total real estate facilities at March 31, 2025 | $ | 18,399,276 |
During the three months ended March 31, 2025, we acquired nine self-storage facilities (0.7 million net rentable square feet of storage space), for a total cost of $141.0 million in cash. Approximately $4.3 million of the total cost was allocated to intangible assets. During the three months ended March 31, 2025, we completed development and redevelopment activities costing $144.4 million, adding 0.7 million net rentable square feet of self-storage space. Construction in process at March 31, 2025 consisted of projects to develop new self-storage facilities and expand existing self-storage facilities. During the three months ended March 31, 2025, we recognized $3.8 million of impairment write-down of certain land development parcels that are or will be marketed for sale. These land development parcels were included in other assets on the Consolidated Balance Sheet, and the related impairment write-down was classified as real estate acquisition and development expense on the Consolidated Statements of Income.
PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
- Investment in Unconsolidated Real Estate Entity
Throughout all periods presented, we had an approximately 35% equity interest in Shurgard. At March 31, 2025, we owned 34,619,733 common shares of Shurgard. Based upon the closing price at March 31, 2025 (€33.40 per share of Shurgard common stock, at 1.082 exchange rate of U.S. Dollars to the Euro), the shares we owned had a market value of approximately $1.3 billion.
Our equity in earnings of Shurgard comprise our equity share of Shurgard’s net income, less amortization of the Shurgard Basis Differential (defined below). During the three months ended March 31, 2025 and 2024, we received $1.2 million and $1.0 million of trademark license fees that Shurgard pays to us for the use of the Shurgard® trademark, respectively. We eliminated $0.4 million of intra-entity profits and losses for each of the three months ended March 31, 2025 and 2024, representing our equity share of the trademark license fees. We classify the remaining license fees we receive from Shurgard as interest and other income on our Consolidated Statements of Income.
At March 31, 2025, our investment in Shurgard’s real estate assets exceeded our pro-rata share of the underlying amounts on Shurgard’s balance sheet by $35.6 million ($62.6 million at December 31, 2024). This differential (the “Shurgard Basis Differential”) includes our basis adjustments in Shurgard’s real estate assets net of related deferred income taxes. The Shurgard Basis Differential is being amortized as a reduction to equity in earnings of the Unconsolidated Real Estate Entities. Such amortization totaled approximately $1.3 million and $2.4 million during the three months ended March 31, 2025 and 2024, respectively. During the three months ended March 31, 2025, we transferred $25.7 million of the Shurgard Basis Differential to Real Estate Facilities.
As of March 31, 2025 and 2024, we translated the book value of our investment in Shurgard from Euro to U.S. Dollars and recorded $13.7 million other comprehensive income and $7.3 million other comprehensive loss during the three months ended March 31, 2025 and 2024, respectively.
- Goodwill and Other Intangible Assets
Goodwill and other intangible assets consisted of the following (amounts in thousands):
| At March 31, 2025 | At December 31, 2024 | ||||||||||||||||||||||||||||||||||
| Gross Book Value | Accumulated Amortization | Net Book Value | Gross Book Value | Accumulated Amortization | Net Book Value | ||||||||||||||||||||||||||||||
| Goodwill | $ | 165,843 | $ | — | $ | 165,843 | $ | 165,843 | $ | — | $ | 165,843 | |||||||||||||||||||||||
| Shurgard® Trade Name | 18,824 | — | 18,824 | 18,824 | — | 18,824 | |||||||||||||||||||||||||||||
| Finite-lived intangible assets, subject to amortization | 1,012,449 | (933,913) | 78,536 | 1,008,111 | (910,591) | 97,520 | |||||||||||||||||||||||||||||
| Total goodwill and other intangible assets | $ | 1,197,116 | $ | (933,913) | $ | 263,203 | $ | 1,192,778 | $ | (910,591) | $ | 282,187 |
Finite-lived intangible assets consist primarily of acquired customers in place. Amortization expense related to intangible assets subject to amortization was $23.3 million and $35.8 million for the three months ended March 31, 2025 and 2024, respectively. During the three months ended March 31, 2025, intangibles increased $4.3 million, in connection with the acquisition of real estate facilities (Note 3).
PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
The estimated future amortization expense for our finite-lived intangible assets at March 31, 2025 is as follows (amounts in thousands):
| Year | Amount | |||||||
| Remainder of 2025 | $ | 49,081 | ||||||
| 2026 | 22,578 | |||||||
| 2027 | 3,007 | |||||||
| 2028 | 377 | |||||||
| 2029 | 212 | |||||||
| Thereafter | 3,281 | |||||||
| Total | $ | 78,536 |
- Notes Receivable
We offer bridge loan financing to third-party self-storage owners for operating properties that we manage. The bridge loans, collateralized by operating self-storage properties, typically have a term of three years or four years with two one-year extensions, and have variable interest rates. At March 31, 2025, we had a notes receivable balance of $33.8 million included in other assets and an unfunded loan commitment of $21.0 million expected to close in the next twelve months, subject to the satisfaction of certain conditions. As of March 31, 2025, none of the notes receivable were in past-due or nonaccrual status and the allowance for expected credit losses was immaterial.
- Credit Facility
On June 12, 2023, PSOC entered into an amended revolving credit agreement (the “Credit Facility”), which increased our borrowing limit from $500 million to $1.5 billion and extended the maturity date from April 19, 2024 to June 12, 2027. We have the option to further extend the maturity date by up to one additional year with additional extension fees up to 0.125% of the extended commitment amount. Amounts drawn on the Credit Facility bear annual interest at rates ranging from SOFR plus 0.65% to SOFR plus 1.40% depending upon our credit rating (SOFR plus 0.70% at March 31, 2025). We are also required to pay a quarterly facility fee ranging from 0.10% per annum to 0.30% per annum depending upon our credit rating (0.10% per annum at March 31, 2025). At March 31, 2025 and April 30, 2025, we had no outstanding borrowings under this Credit Facility. We had undrawn standby letters of credit, which reduce our borrowing capacity, totaling $19.6 million at March 31, 2025 ($19.4 million at December 31, 2024). The Credit Facility has various customary restrictive covenants with which we were in compliance at March 31, 2025.
Public Storage has provided a full and unconditional guarantee of PSOC’s obligations under the Credit Facility.
PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
- Notes Payable
Our notes payable (all of which were issued by PSOC), are reflected net of issuance costs (including original issue discounts), which are amortized as interest expense on the effective interest method over the term of each respective note. Our notes payable at March 31, 2025 and December 31, 2024 are set forth in the tables below:
| Amounts at March 31, 2025 | Amounts at December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| Coupon Rate | Effective Rate | Principal | Unamortized Costs | Book Value | Fair Value | Book Value | Fair Value | ||||||||||||||||||||||||||||||||||||||||
| ($ amounts in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| U.S. Dollar Denominated Unsecured Debt | |||||||||||||||||||||||||||||||||||||||||||||||
| Notes due July 25, 2025 | SOFR+0.60% | 5.164% | $ | 400,000 | $ | (260) | $ | 399,740 | $ | 400,649 | $ | 399,537 | $ | 400,714 | |||||||||||||||||||||||||||||||||
| Notes due February 15, 2026 | 0.875% | 1.030% | 500,000 | (655) | 499,345 | 484,785 | 499,160 | 479,639 | |||||||||||||||||||||||||||||||||||||||
| Notes due November 9, 2026 | 1.500% | 1.640% | 650,000 | (1,399) | 648,601 | 621,658 | 648,383 | 614,981 | |||||||||||||||||||||||||||||||||||||||
| Notes due April 16, 2027 | SOFR+0.70% | 5.060% | 700,000 | (2,196) | 697,804 | 702,426 | 697,544 | 706,119 | |||||||||||||||||||||||||||||||||||||||
| Notes due September 15, 2027 | 3.094% | 3.218% | 500,000 | (1,304) | 498,696 | 484,724 | 498,564 | 480,904 | |||||||||||||||||||||||||||||||||||||||
| Notes due May 1, 2028 | 1.850% | 1.962% | 650,000 | (2,075) | 647,925 | 602,684 | 647,756 | 592,876 | |||||||||||||||||||||||||||||||||||||||
| Notes due November 9, 2028 | 1.950% | 2.044% | 550,000 | (1,736) | 548,264 | 504,650 | 548,144 | 494,867 | |||||||||||||||||||||||||||||||||||||||
| Notes due January 15, 2029 | 5.125% | 5.260% | 500,000 | (2,214) | 497,786 | 510,566 | 497,639 | 506,074 | |||||||||||||||||||||||||||||||||||||||
| Notes due May 1, 2029 | 3.385% | 3.459% | 500,000 | (1,249) | 498,751 | 478,322 | 498,673 | 472,031 | |||||||||||||||||||||||||||||||||||||||
| Notes due May 1, 2031 | 2.300% | 2.419% | 650,000 | (4,156) | 645,844 | 563,567 | 645,673 | 555,387 | |||||||||||||||||||||||||||||||||||||||
| Notes due November 9, 2031 | 2.250% | 2.322% | 550,000 | (2,340) | 547,660 | 470,548 | 547,570 | 459,682 | |||||||||||||||||||||||||||||||||||||||
| Notes due August 1, 2033 | 5.100% | 5.207% | 700,000 | (4,827) | 695,173 | 704,674 | 695,028 | 695,171 | |||||||||||||||||||||||||||||||||||||||
| Notes due August 1, 2053 | 5.350% | 5.474% | 900,000 | (15,638) | 884,362 | 863,220 | 884,224 | 856,992 | |||||||||||||||||||||||||||||||||||||||
| 7,750,000 | (40,049) | 7,709,951 | 7,392,473 | 7,707,895 | 7,315,437 | ||||||||||||||||||||||||||||||||||||||||||
| Euro Denominated Unsecured Debt | |||||||||||||||||||||||||||||||||||||||||||||||
| Notes due November 3, 2025 | 2.175% | 2.175% | 261,887 | — | 261,887 | 260,778 | 251,385 | 249,979 | |||||||||||||||||||||||||||||||||||||||
| Notes due September 9, 2030 | 0.500% | 0.640% | 757,483 | (6,092) | 751,391 | 650,311 | 720,735 | 630,159 | |||||||||||||||||||||||||||||||||||||||
| Notes due January 24, 2032 | 0.875% | 0.978% | 541,059 | (3,652) | 537,407 | 453,855 | 515,575 | 443,113 | |||||||||||||||||||||||||||||||||||||||
| Notes due April 11, 2039 | 4.080% | 4.080% | 162,318 | (71) | 162,247 | 163,526 | 155,736 | 166,979 | |||||||||||||||||||||||||||||||||||||||
| 1,722,747 | (9,815) | 1,712,932 | 1,528,470 | 1,643,431 | 1,490,230 | ||||||||||||||||||||||||||||||||||||||||||
| Mortgage Debt, secured by 2 real estate facilities with a net book value of $11.1 million | 4.308% | 4.308% | 1,675 | — | 1,675 | 1,620 | 1,708 | 1,591 | |||||||||||||||||||||||||||||||||||||||
| $ | 9,474,422 | $ | (49,864) | $ | 9,424,558 | $ | 8,922,563 | $ | 9,353,034 | $ | 8,807,258 |
Public Storage has provided a full and unconditional guarantee of PSOC’s obligations under each series of unsecured notes.
U.S. Dollar Denominated Unsecured Notes
The U.S. Dollar denominated unsecured notes (the “U.S. Dollar Denominated Unsecured Notes”) have various financial covenants with which we were in compliance at March 31, 2025. Included in these covenants are (a) a maximum Debt to Total Assets of 65% (approximately 17% at March 31, 2025) and (b) a minimum ratio of Adjusted EBITDA to Interest Expense of 1.5x (approximately 12x for the twelve months ended March 31, 2025) as well as covenants limiting the amount we can encumber our properties with mortgage debt.
PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
Euro Denominated Unsecured Notes
At March 31, 2025, our Euro denominated unsecured notes (the “Euro Notes”) consisted of four tranches: (i) €242.0 million issued to institutional investors on November 3, 2015, (ii) €500.0 million issued in a public offering on January 24, 2020, (iii) €700.0 million issued in a public offering on September 9, 2021, and (iv) €150.0 million issued to institutional investors on April 11, 2024. The Euro Notes have financial covenants similar to those of the U.S. Dollar Denominated Unsecured Notes.
We reflect changes in the U.S. Dollar equivalent of the amount payable including the associated interest, as a result of changes in foreign exchange rates as “Foreign currency exchange (loss) gain” on our income statement (losses of $69.2 million and gains of $37.8 million for the three months ended March 31, 2025 and 2024, respectively).
Mortgage Notes
We assumed our non-recourse mortgage debt in connection with property acquisitions, and we recorded such debt at fair value with any premium or discount to the stated note balance amortized using the effective interest method.
At March 31, 2025, the related contractual interest rates of our mortgage notes are fixed, ranging between 3.9% and 7.1%, and mature between September 1, 2028 and July 1, 2030.
At March 31, 2025, approximate principal maturities of our Notes Payable are as follows (amounts in thousands):
| Unsecured Debt | Mortgage Debt | Total | |||||||||||||||
| Remainder of 2025 | $ | 661,887 | $ | 99 | $ | 661,986 | |||||||||||
| 2026 | 1,150,000 | 138 | 1,150,138 | ||||||||||||||
| 2027 | 1,200,000 | 146 | 1,200,146 | ||||||||||||||
| 2028 | 1,200,000 | 129 | 1,200,129 | ||||||||||||||
| 2029 | 1,000,000 | 88 | 1,000,088 | ||||||||||||||
| Thereafter | 4,260,860 | 1,075 | 4,261,935 | ||||||||||||||
| $ | 9,472,747 | $ | 1,675 | $ | 9,474,422 | ||||||||||||
| Weighted average effective rate | 3.1% | 4.3% | 3.1% |
Interest capitalized as real estate totaled $1.6 million and $2.4 million for the three months ended March 31, 2025 and 2024, respectively.
- Noncontrolling Interests
There are noncontrolling interests related to subsidiaries of PSOC we consolidate of which we do not own 100% of the equity. At March 31, 2025, certain of these subsidiaries have issued 499,966 partnership units to third-parties that are redeemable by the holders on a one-for-one basis for common shares of the Company or cash at our option. The holders of these partnership units are entitled to receive the same per-unit cash distributions equal to the dividends paid on our common shares.
PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
Noncontrolling interests also include the partnership interests of PSA OP not owned by the Company, including common units (“OP Units”) and vested LTIP units from equity awards we issue to certain officers and trustees of the Company (see Note 12 Share-based Compensation). Vested LTIP units (subject to certain conditions) may be converted into the same number of OP Units of PSA OP, which are redeemable by the holders on a one-for-one basis for common shares of the Company or cash at our option. The holders of OP Units and vested LTIP units are entitled to receive per-unit cash distributions equal to the per-share dividends received by our common shareholders. At March 31, 2025, approximately 0.19% of the partnership interests of PSA OP, representing 340,602 vested LTIP units, were not owned by the Company. There were no outstanding OP Units not owned by the Company at March 31, 2025. We adjust the balance of noncontrolling interests of PSA OP to reflect their proportionate share of the net assets of PSA OP as of the end of each period.
- Shareholders’ Equity
Preferred Shares
At March 31, 2025 and December 31, 2024, we had the following series of Cumulative Preferred Shares (“Preferred Shares”) outstanding:
| At March 31, 2025 | At December 31, 2024 | |||||||||||||||||||||||||||||||||||||
| Series | Earliest Redemption Date | Dividend Rate | Shares Outstanding | Liquidation Preference | Shares Outstanding | Liquidation Preference | ||||||||||||||||||||||||||||||||
| (Dollar amounts in thousands) | ||||||||||||||||||||||||||||||||||||||
| Series F | 6/2/2022 | 5.150 | % | 11,200 | $ | 280,000 | 11,200 | $ | 280,000 | |||||||||||||||||||||||||||||
| Series G | 8/9/2022 | 5.050 | % | 12,000 | 300,000 | 12,000 | 300,000 | |||||||||||||||||||||||||||||||
| Series H | 3/11/2024 | 5.600 | % | 11,400 | 285,000 | 11,400 | 285,000 | |||||||||||||||||||||||||||||||
| Series I | 9/12/2024 | 4.875 | % | 12,650 | 316,250 | 12,650 | 316,250 | |||||||||||||||||||||||||||||||
| Series J | 11/15/2024 | 4.700 | % | 10,350 | 258,750 | 10,350 | 258,750 | |||||||||||||||||||||||||||||||
| Series K | 12/20/2024 | 4.750 | % | 9,200 | 230,000 | 9,200 | 230,000 | |||||||||||||||||||||||||||||||
| Series L | 6/17/2025 | 4.625 | % | 22,600 | 565,000 | 22,600 | 565,000 | |||||||||||||||||||||||||||||||
| Series M | 8/14/2025 | 4.125 | % | 9,200 | 230,000 | 9,200 | 230,000 | |||||||||||||||||||||||||||||||
| Series N | 10/6/2025 | 3.875 | % | 11,300 | 282,500 | 11,300 | 282,500 | |||||||||||||||||||||||||||||||
| Series O | 11/17/2025 | 3.900 | % | 6,800 | 170,000 | 6,800 | 170,000 | |||||||||||||||||||||||||||||||
| Series P | 6/16/2026 | 4.000 | % | 24,150 | 603,750 | 24,150 | 603,750 | |||||||||||||||||||||||||||||||
| Series Q | 8/17/2026 | 3.950 | % | 5,750 | 143,750 | 5,750 | 143,750 | |||||||||||||||||||||||||||||||
| Series R | 11/19/2026 | 4.000 | % | 17,400 | 435,000 | 17,400 | 435,000 | |||||||||||||||||||||||||||||||
| Series S | 1/13/2027 | 4.100 | % | 10,000 | 250,000 | 10,000 | 250,000 | |||||||||||||||||||||||||||||||
| Total Preferred Shares | 174,000 | $ | 4,350,000 | 174,000 | $ | 4,350,000 |
The holders of our Preferred Shares have general preference rights with respect to liquidation, quarterly distributions, and any accumulated unpaid distributions. Except as noted below, holders of the Preferred Shares do not have voting rights. In the event of a cumulative arrearage equal to six quarterly dividends, holders of all outstanding series of preferred shares (voting as a single class without regard to series) will have the right to elect two additional members to serve on our Board of Trustees (our “Board”) until the arrearage has been cured. At March 31, 2025, 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.
PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
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.
Dividends and Distributions
Dividends and distributions paid to our common shareholders, restricted share unitholders, deferred share unitholders, and unvested LTIP unitholders, totaled $527.2 million ($3.00 per share/unit) and $528.1 million ($3.00 per share/unit) for the three months ended March 31, 2025 and 2024, respectively. In addition, we accrued $0.3 million of dividends and distributions to holders of unearned performance-based restricted share units and LTIP units for each of the three months ended March 31, 2025 and 2024. Preferred share dividends totaled $48.7 million for each of the three months ended March 31, 2025 and 2024.
- Related Party Transactions
At March 31, 2025, Tamara Hughes Gustavson, a current member of our Board, held less than a 0.1% equity interest in, and is a manager of, a limited liability company that owns 66 self-storage facilities in Canada. Two of Ms. Gustavson’s adult children own the remaining equity interest in the limited liability company. These facilities operate under the Public Storage® tradename, which we license to the owners of these facilities for use in Canada on a royalty-free, non-exclusive basis. We have no ownership interest in these facilities, and we do not own or operate any facilities in Canada. If we chose to acquire or develop our own facilities in Canada, we would have to share the use of the Public Storage® name in Canada. We have a right of first refusal, subject to limitations, to acquire the stock or assets of the corporation engaged in the operation of these facilities if their owners agree to sell them. Our subsidiaries reinsure risks relating to loss of goods stored by customers in these facilities, and have received premium payments of approximately $0.5 million for each of the three months ended March 31, 2025 and 2024.
- Share-Based Compensation
We recorded share-based compensation expense associated with our equity awards in the various expense categories in the Consolidated Statements of Income as set forth in the following table. In addition, $0.6 million of share-based compensation cost was capitalized as real estate facilities for each the three months ended March 31, 2025 and 2024.
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||
| (Amounts in thousands) | |||||||||||||||||||||||||||||
| Self-storage cost of operations | $ | 3,131 | $ | 3,245 | |||||||||||||||||||||||||
| Ancillary cost of operations | 335 | 376 | |||||||||||||||||||||||||||
| Real estate acquisition and development expense | 854 | 688 | |||||||||||||||||||||||||||
| General and administrative | 5,963 | 6,038 | |||||||||||||||||||||||||||
| Total | $ | 10,283 | $ | 10,347 |
As of March 31, 2025, there was $85.7 million of total unrecognized compensation cost related to share-based compensation arrangements. This cost is expected to be recognized over a weighted-average period of three years.
PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
Restricted Share Units and LTIP Units
We have service-based and performance-based RSUs and LTIP units outstanding, which generally vest over 5 to 8 years from the grant date. Performance-based RSUs and LTIP units outstanding vest upon meeting certain performance conditions or market conditions. Upon vesting, the grantee of RSUs receives new common shares equal to the number of vested RSUs, less common shares withheld to satisfy the grantee’s statutory tax liabilities arising from the vesting. Vested LTIP units represent noncontrolling interests of PSA OP and may be converted, subject to the satisfaction of all applicable vesting conditions, on a one-for-one basis into common units of PSA OP, which are exchangeable by the holders for cash, or at the Company’s election, on a one-for-one basis into common shares of the Company. Holders of RSUs and LTIP units are entitled to receive per-unit cash distributions equal to the per-share dividends received by our common shareholders, except that holders of performance-based awards are not entitled to receive the full distributions until expiration of the applicable performance period, at which time holders of any earned performance-based awards are entitled to receive a catch-up distribution for the periods prior to such time.
Below is a summary of award activity issued in the form of RSUs and LTIP units for the three months ended March 31, 2025.
| Service-Based | Performance-Based (a) | Total | |||||||||||||||||||||||||||||||||
| Unvested awards outstanding January 1, 2025 | 257,874 | 128,057 | 385,931 | ||||||||||||||||||||||||||||||||
| Granted (b) | 1,822 | 36,802 | 38,624 | ||||||||||||||||||||||||||||||||
| Vested (c) | (34,214) | (26,394) | (60,608) | ||||||||||||||||||||||||||||||||
| Forfeited | (7,637) | — | (7,637) | ||||||||||||||||||||||||||||||||
| Unvested awards outstanding March 31, 2025 | 217,845 | 138,465 | 356,310 |
(a)Number of performance-based awards are presented based on the target performance pursuant to the terms of each applicable award when granted and adjusted to the actual number of awards earned based on the actual performance.
(b)During the three months ended March 31, 2025, 36,802 performance-based LTIP unit awards (at target) were granted to certain executive officers. The vesting of performance-based LTIP unit awards is dependent upon meeting certain market conditions over a three-year period from March 5, 2025 through March 4, 2028, with continued service-based vesting through the first quarter of 2030. These LTIP unit awards require relative achievement of the Company’s total shareholder return as compared to the weighted average total shareholder return of specified peer groups and can result in grantees earning from zero to a maximum of 73,604 LTIP units.
(c)8,090 common shares were issued from the vesting of RSUs.
For the three months ended March 31, 2025, we incurred share-based compensation cost for RSUs and LTIP units of $8.2 million as compared to $7.9 million for the same period in 2024.
Stock Options and AO LTIP Units
We have service-based and performance-based stock options and AO LTIP units outstanding. Performance-based stock options and AO LTIP units vest upon meeting certain performance conditions or market conditions. Stock options and AO LTIP units generally vest over 1 to 5 years, expire 10 years after the grant date, and have an exercise or conversion price equal to the closing trading price of our common shares on the grant date. Common shares of the Company are issued for options exercised and vested LTIP units are issued for AO LTIP units converted. Employees cannot require the Company to settle their awards in cash.
Below is a summary of award activity issued in the form of stock options and AO LTIP units for the three months ended March 31, 2025.
PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
| Service-Based | Performance-Based (a) | Total | |||||||||||||||||||||||||||||||||
| Awards outstanding January 1, 2025 | 1,347,866 | 1,202,599 | 2,550,465 | ||||||||||||||||||||||||||||||||
| Granted (b) | 62,047 | 61,388 | 123,435 | ||||||||||||||||||||||||||||||||
| Exercised or converted (c) | (218,542) | (6,147) | (224,689) | ||||||||||||||||||||||||||||||||
| Awards outstanding March 31, 2025 | 1,191,371 | 1,257,840 | 2,449,211 | ||||||||||||||||||||||||||||||||
| Awards exercisable or convertible at March 31, 2025 | 981,545 | 901,942 | 1,883,487 |
(a)Number of performance-based awards are presented based on the target performance pursuant to the terms of each applicable award when granted and adjusted to the actual number of awards earned based on the actual performance.
(b)During the three months ended March 31, 2025, we granted 62,047 of service-based AO LTIP units and 61,388 of performance-based AO LTIP units (at target) to certain executive officers. The vesting of the performance-based AO LTIP units is dependent upon meeting certain market conditions over a three-year period from March 5, 2025 through March 4, 2028, with continued service-based vesting through the first quarter of 2030. These performance-based AO LTIP units require relative achievement of the Company’s total shareholder return as compared to the weighted average total shareholder return of specified peer groups and can result in grantees earning from zero to a maximum of 122,776 AO LTIP units.
(c)12,976 common shares were issued upon the exercise of stock options. 64,953 vested LTIP units were issued upon conversion of 211,713 AO LTIP units in the three months ended March 31, 2025.
For the three months ended March 31, 2025, we incurred share-based compensation cost for stock options and AO LTIP units of $2.4 million, as compared to $2.9 million for the same period in 2024.
Trustee Deferral Program
Non-management trustees may elect to receive all or a portion of their cash retainers in cash, unrestricted common shares, fully-vested LTIP units, or deferred share units (“DSUs”) to be settled at a specified future date. Unrestricted common shares and/or LTIP units and DSUs will be granted to the non-management trustee on the last day of each calendar quarter based on the cash retainer earned for that quarter and converted into a number of shares or units based on the applicable closing price of our common shares on such date. During the three months ended March 31, 2025, we granted 453 fully vested LTIP units, 188 DSUs, and 111 unrestricted common shares. During the three months ended 2025, 602 previously granted DSUs were settled in common shares. A total of 11,072 DSUs were outstanding at March 31, 2025 (11,486 at December 31, 2024).
PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
- Net Income per Common Share
We allocate net income to (i) noncontrolling interests based upon their contractual rights in the respective subsidiaries or for participating noncontrolling interests based upon their participation in both distributed and undistributed earnings of the Company, (ii) preferred shareholders, for distributions paid or payable, (iii) preferred shareholders, to the extent redemption cost exceeds the related original net issuance proceeds (a “preferred share redemption charge”), and (iv) RSUs and unvested LTIP units, for non-forfeitable dividends and distributions paid and adjusted for participation rights in undistributed earnings of the Company.
We calculate basic and diluted net income per common share based upon net income allocable to common shareholders, divided by (i) weighted average common shares for basic net income per common share, and (ii) weighted average common shares adjusted for the impact of dilutive stock options and AO LTIP units outstanding for diluted net income per common share. Stock options and AO LTIP units representing 524,239 common shares were excluded from the computation of diluted earnings per share for the three months ended March 31, 2025, as compared to 443,336 common shares for the same period in 2024, because their effect would have been antidilutive.
The following table reconciles the numerators and denominators of the basic and diluted net income per common shares computation for the three months ended March 31, 2025 and 2024, respectively (in thousands, except per share amounts):
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||
| Numerator for basic and dilutive net income per common share – net income allocable to common shareholders | $ | 358,230 | $ | 459,209 | |||||||||||||||||||||||||
| Denominator for basic net income per share - weighted average common shares outstanding | 175,419 | 175,700 | |||||||||||||||||||||||||||
| Net effect of dilutive stock options and AO LTIP units - based on treasury stock method | 523 | 650 | |||||||||||||||||||||||||||
| Denominator for dilutive net income per share - weighted average common shares outstanding | 175,942 | 176,350 | |||||||||||||||||||||||||||
| Net income per common share: | |||||||||||||||||||||||||||||
| Basic | $ | 2.04 | $ | 2.61 | |||||||||||||||||||||||||
| Dilutive | $ | 2.04 | $ | 2.60 |
PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
- Segment Information
Our operating segments reflect the significant components of our operations where discrete financial information is evaluated separately by our President and Chief Executive Officer, who is 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 through the following operating segments: (i) Same Store Facilities, (ii) Acquired Facilities, (iii) Newly Developed and Expanded Facilities, and (iv) Other Non-Same Store Facilities. Our CODM evaluates performance and allocates resources for the Self-Storage Operations reportable segment based on its Net Operating Income (“NOI”), which represents the related revenue less cost of operations. Our CODM utilizes NOI during the budget and forecasting process to allocate capital and personnel resources and evaluates financial performance and operating trends of the reportable segment based on the budget-to-actual variance and year-over-year change of the NOI on an ongoing basis.
The presentation in the table below sets forth the revenue, significant expense categories, and NOI of this reportable segment, as well as the related depreciation expense. For all periods presented, substantially all of our real estate facilities, goodwill and other intangible assets, other assets, and accrued and other liabilities are associated with the Self-Storage Operations reportable segment.
Ancillary Operations
The Ancillary Operations reflects the combined operations of our tenant reinsurance, merchandise sales, and third party property management operating segments.
PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
Presentation of Segment Information
The following table reconciles NOI and net income attributable to our reportable segment to our consolidated net income:
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||
| (amounts in thousands) | |||||||||||||||||||||||||||||
| Self-Storage Operations Reportable Segment | |||||||||||||||||||||||||||||
| Revenue | $ | 1,102,998 | $ | 1,086,045 | |||||||||||||||||||||||||
| Cost of operations: | |||||||||||||||||||||||||||||
| Property taxes | (122,902) | (117,092) | |||||||||||||||||||||||||||
| On-site property manager payroll | (39,635) | (44,493) | |||||||||||||||||||||||||||
| Repairs and maintenance | (26,910) | (24,700) | |||||||||||||||||||||||||||
| Utilities | (18,725) | (17,503) | |||||||||||||||||||||||||||
| Marketing | (26,770) | (29,262) | |||||||||||||||||||||||||||
| Other direct property costs | (30,693) | (30,346) | |||||||||||||||||||||||||||
| Supervisory payroll | (13,916) | (13,106) | |||||||||||||||||||||||||||
| Centralized management costs | (18,472) | (17,667) | |||||||||||||||||||||||||||
| Share-based compensation | (3,131) | (3,245) | |||||||||||||||||||||||||||
| Total cost of operations | (301,154) | (297,414) | |||||||||||||||||||||||||||
| Net operating income | 801,844 | 788,631 | |||||||||||||||||||||||||||
| Depreciation and amortization | (282,715) | (285,203) | |||||||||||||||||||||||||||
| Net income | 519,129 | 503,428 | |||||||||||||||||||||||||||
| Ancillary Operations | |||||||||||||||||||||||||||||
| Revenue | 80,186 | 71,175 | |||||||||||||||||||||||||||
| Cost of operations | (30,693) | (27,069) | |||||||||||||||||||||||||||
| Net operating income | 49,493 | 44,106 | |||||||||||||||||||||||||||
| Total net income allocated to segments | 568,622 | 547,534 | |||||||||||||||||||||||||||
| Other items not allocated to segments: | |||||||||||||||||||||||||||||
| Real estate acquisition and development expense | (7,423) | (3,717) | |||||||||||||||||||||||||||
| General and administrative | (25,184) | (21,336) | |||||||||||||||||||||||||||
| Interest and other income | 13,234 | 13,966 | |||||||||||||||||||||||||||
| Interest expense | (72,009) | (67,778) | |||||||||||||||||||||||||||
| Equity in earnings of unconsolidated real estate entities | 3,627 | 6,090 | |||||||||||||||||||||||||||
| Foreign currency exchange (loss) gain | (68,695) | 37,543 | |||||||||||||||||||||||||||
| Gain on sale of real estate | 45 | 874 | |||||||||||||||||||||||||||
| Income tax expense | (1,426) | (1,479) | |||||||||||||||||||||||||||
| Net income | $ | 410,791 | $ | 511,697 |
PUBLIC STORAGE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
- 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 $90.0 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 $10.0 million per occurrence. We are subject to licensing requirements and regulations in all states. Customers participate in the program at their option. At March 31, 2025, there were approximately 1.5 million certificates held by self-storage customers under the program, representing aggregate coverage of approximately $7.0 billion.
Commitments
We have construction commitments representing future expected payments for construction under contract totaling $200.4 million at March 31, 2025. We expect to pay approximately $150.0 million in the remainder of 2025 and $50.4 million in 2026 for these construction commitments.
We have future contractual payments on land, equipment and office space under various lease commitments totaling $60.6 million at March 31, 2025. We expect to pay approximately $2.9 million in the remainder of 2025, $4.1 million in 2026, $2.7 million in 2027, $2.5 million in each of 2028 and 2029, and $45.9 million thereafter for these commitments.
We have an unfunded loan commitment totaling $21.0 million at March 31, 2025. We expect to fund the loan in the next twelve months, subject to the satisfaction of certain conditions.
- Subsequent Events
Subsequent to March 31, 2025, we acquired or were under contract to acquire five self-storage facilities across four states with 0.4 million net rentable square feet, for $43.2 million.
On April 6, 2025, Ki Corporation (“Ki”) and Public Storage submitted a non-binding indicative offer to acquire all of the outstanding stapled securities of Abacus Storage King (ASX:ASK) that are not already held by Ki or its subsidiaries (together, the “Ki Group”) for A$1.47 per stapled security. Abacus Storage King is one of the largest self-storage owners in Australia and New Zealand with approximately 126 operating properties, 21 development sites, and 75 managed properties. The Ki Group is currently ASK’s major securityholder, and each of Ki and Public Storage would have approximately 50% interest following the transaction. Public Storage’s share of the total estimated cost, excluding direct transaction costs, is approximately $586 million (A$970 million), anticipated to be funded with Australian Dollar denominated unsecured debt. The transaction is subject to a number of conditions, including due diligence, negotiation of a definitive agreement, and legal, regulatory, and shareholder approvals.
Next: Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations