Annual Reports

 
Quarterly Reports

 
8-K

 
Other

Public Storage 10-K 2010

Documents found in this filing:

  1. 10-K
  2. Ex-3.1
  3. Ex-12
  4. Ex-21
  5. Ex-23
  6. Ex-31.1
  7. Ex-31.2
  8. Ex-32
  9.  
ps10k_123109.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
FORM 10-K
 
 
[X]  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the fiscal year ended December 31, 2009.
 
 
 or
 
 
[  ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the transition period from   to  .
 
 
Commission File Number:  001-33519

 
PUBLIC STORAGE
 
(Exact name of Registrant as specified in its charter)
 
Maryland
95-3551121
( State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)
 
701 Western Avenue, Glendale, California  91201-2349
(Address of principal executive offices) (Zip Code)
 
 
 
(818) 244-8080
 
 
 
(Registrant's telephone number, including area code)
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
 
Title of each class
Name of each exchange
on which registered
Depositary Shares Each Representing 1/1,000 of a 7.500% Cumulative Preferred Share, Series V $.01 par value
 
New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 6.500% Cumulative Preferred Share, Series W $.01 par value
 
New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 6.450% Cumulative Preferred Share, Series X $.01 par value
 
New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 6.250% Cumulative Preferred Share, Series Z $.01 par value
 
New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 6.125% Cumulative Preferred Share, Series A $.01 par value
 
New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 7.125% Cumulative Preferred Share, Series B $.01 par value
 
New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 6.600% Cumulative Preferred Share, Series C $.01 par value
 
New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 6.180% Cumulative Preferred Share, Series D $.01 par value
 
New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 6.750% Cumulative Preferred Share, Series E $.01 par value
 
New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 6.450% Cumulative Preferred Share, Series F $.01 par value
 
New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 7.000% Cumulative Preferred Share, Series G $.01 par value
 
New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 6.950% Cumulative Preferred Share, Series H $.01 par value
 
New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 7.250% Cumulative Preferred Share, Series I $.01 par value
 
New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 7.250% Cumulative Preferred Share, Series K $.01 par value
 
New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 6.750% Cumulative Preferred Share, Series L $.01 par value
 
New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 6.625% Cumulative Preferred Share, Series M $.01 par value
 
New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 7.000% Cumulative Preferred Share, Series N $.01 par value
 
New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of an Equity Share,
 Series A, $.01 par value
 
New York Stock Exchange
Common Shares, $.10 par value                                                                                                
New York Stock Exchange
 
Securities registered pursuant to Section 12(g) of the Act: None >(Title of class)
 
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes [X]No [   ]
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.Yes [   ]No [X]
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X]                      No [   ]
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
Yes [X]                      No [   ]
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [   ]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large Accelerated Filer [X]                                                              Accelerated Filer [   ]                                              Non-accelerated Filer [   ]Smaller Reporting Company [   ]
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [   ]                      No [X]
 
The aggregate market value of the voting and non-voting common shares held by non-affiliates of the Registrant as of June 30, 2009:
 
Common Shares, $0.10 Par Value - $8,811,049,000 (computed on the basis of $65.48 per share which was the reported closing sale price of the Company's Common Shares on the New York Stock Exchange on June 30, 2009).
 
Depositary Shares Each Representing 1/1,000 of an Equity Share, Series A, $.01 Par Value - $176,548,000 (computed on the basis of $24.94 per share which was the reported closing sale price of the Depositary Shares each Representing 1/1,000 of an Equity Share, Series A on the New York Stock Exchange on June 30, 2009).
 
As of February 25, 2010, the number of outstanding Common Shares, $.10 par value, was 169,597,834 shares and the number of outstanding Depositary Shares Each Representing 1/1,000 of an Equity Share, Series A, $.01 par value, was 8,377,193 (representing 8,377.193 Equity Shares, Series A).
 
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DOCUMENTS INCORPORATED BY REFERENCE
 
Portions of the definitive proxy statement to be filed in connection with the Annual Meeting of Shareholders to be held in 2010 are incorporated by reference into Part III of this Annual Report on Form 10-K.
 

 
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PART I
 
ITEM 1.
Business
 
Forward Looking Statements
 
This Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws. All statements in this document, other than statements of historical fact, are forward-looking statements which may be identified by the use of the words "expects,"   "believes,"   "anticipates,"  "plans," "would," "should," "may," "estimates" and similar expressions.  These forward-looking statements involve known and unknown risks and uncertainties, which may cause Public Storage's actual results and performance to be materially different from those expressed or implied in the forward-looking statements.  As a result, you should not rely on any forward-looking statements in this report, or which management may make orally or in writing from time to time, as predictions of future events nor guarantees of future performance.  We caution you not to place undue reliance on forward-looking statements, which speak only as the date of this report or as of the dates indicated in the statements.  All of our forward-looking statements, including those in this report, are qualified in their entirety by this statement. We expressly disclaim any obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, new estimates, or other factors, events or circumstances after the date of this document, except where expressly required by law.  Accordingly, you should use caution in relying on past forward-looking statements to anticipate future results.  Factors and risks that may impact our future results and performance include, but are not limited to, those described in Item 1A, "Risk Factors" and in our other filings with the Securities and Exchange Commission (“SEC”).
 
General
 
Public Storage was organized in 1980.  Effective June 1, 2007, we reorganized Public Storage, Inc. into Public Storage (referred to herein as “the Company”, “the Trust”, “we”, “us”, or “our”), a Maryland real estate investment trust (“REIT”).  Our principal business activities include the acquisition, development, ownership and operation of self-storage facilities which offer storage spaces for lease, generally on a month-to-month basis, for personal and business use.  We are the largest owner and operator of self-storage facilities in the United States (“U.S.”), and we have an equity interest in Shurgard Europe, a private company that we believe is the largest owner and operator of self-storage facilities in Europe and we have an equity interest in PS Business Parks, Inc. whose business activities primarily include the ownership and operations of commercial properties.  At December 31, 2009, we operate within three reportable segments described below: (i) Domestic Self-Storage, (ii) Europe Self-Storage and (iii) Commercial.  See also Note 11 to our December 31, 2009 consolidated financial statements for further discussion with respect to our reportable segments.
 
The Domestic Self-Storage segment, at December 31, 2009, includes our direct and indirect equity interests in 2,010 self-storage facilities (127 million net rentable square feet of space) located in 38 states within the U.S. operating under the “Public Storage” brand name.
 
The Europe Self-Storage segment, at December 31, 2009, comprises our 49% equity interest in Shurgard Europe which owns 187 self-storage facilities (10 million net rentable square feet of space) located in seven countries in Europe which operate under the “Shurgard Storage Centers” brand name and manages one facility located in the United Kingdom that we wholly own.
 
The Commercial segment, at December 31, 2009, includes direct and indirect equity interests in approximately 21 million net rentable square feet of commercial space located in 11 states in the U.S., including our 41% ownership interest in PS Business Parks, Inc. (“PSB”), a publicly traded REIT whose common stock trades on the New York Stock Exchange under the symbol “PSB” (see “Investment in PSB” under “Equity in Earnings of Real Estate Entities” included in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below for further information regarding our investment in PSB).  This commercial space is primarily operated under the “PS Business Parks” brand name.
 
 
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Certain other activities, due to their insignificant scale and dissimilarity in operating characteristics to our existing segments, are not allocated to any segment.  These activities include (i) the reinsurance of policies against losses to goods stored by tenants in our self-storage facilities, (ii) the sale of merchandise at our self-storage facilities and (iii) management of self-storage facilities owned by third-party owners and entities that we have an ownership interest in but are not consolidated.  We previously had truck rental and containerized storage operations, which we ceased operations in 2009.
 
We significantly increased the scope and scale of our operations on August 22, 2006, when we merged with Shurgard Storage Centers, Inc. (“Shurgard” and the merger referred to as the “Shurgard Merger”), a REIT which had an interest in 487 self-storage facilities located in the U.S. and an interest in 160 facilities in Europe.  On March 31, 2008, we entered into a transaction with an institutional investor (the transaction referred to as the “Europe Transaction”) whereby the investor acquired a 51% equity interest in our European operations (“Shurgard Europe”).  Shurgard Europe held substantially all of the operations in which we have an interest in Europe.  Since March 31, 2008, we own the remaining 49% interest and are the managing member of Shurgard European Holdings LLC, a joint venture formed to own Shurgard Europe’s operations.
 
For all taxable years subsequent to 1980, we qualified and intend to continue to qualify as a REIT, as defined in Section 856 of the Internal Revenue Code.  As a REIT, we do not incur federal or significant state tax on that portion of our taxable income which is distributed to our shareholders, provided that we meet certain tests.  To the extent that we continue to qualify as a REIT, we will not be subject to tax, with certain limited exceptions, on the taxable income that is distributed to our shareholders.
 
We have reported annually to the SEC on Form 10-K, which includes financial statements certified by our independent registered public accountants.  We have also reported quarterly to the SEC on Form 10-Q, which includes unaudited financial statements with such filings.  We expect to continue such reporting.
 
On our website, www.publicstorage.com, we make available, free of charge, our Annual Reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after the reports and amendments are electronically filed with or furnished to the SEC.
 
The Impact of Current Economic Factors
 
The recessionary trends experienced in 2008 and 2009, including the contraction in economic activity and elevation in unemployment rates experienced in the U.S. and Europe, have had a negative impact upon our business, and we have responded with what we believe are short-term revisions to our long-term growth strategies.
 
Operationally, our occupancies and rental rates have come under pressure as demand for self-storage space has softened.  We have responded by reducing rental rates, increasing promotional discounts, and increasing our marketing activities to stimulate additional demand for our storage space and increase our market share.
 
We have shut down our development activities, both in the U.S. and Europe due to the current level of risk inherent in development, uncertain consumer demand for when such facilities open for operation, and to preserve capital.  We have increased our earnings yield or capitalization rate requirements with respect to the acquisition of existing self-storage facilities.  We believe that existing self-storage properties may be marketed, at attractive prices, due to financial or operating stress of their owners which may create acquisition opportunities for us.  We have taken advantage of capital market dislocations with respect to our own securities through the repurchase of our own preferred shares and our unsecured debt.  While capital markets have improved recently from the severe stress incurred in late 2008 and early 2009, they are still relatively constrained and in flux compared to historical norms.  We believe under current capital market conditions our ability to issue preferred securities at reasonable rates is limited.  Despite the difficult capital markets, we believe that we are well-positioned with significant cash balances on hand, have an expectation of continued internally generated cash flow that can be used for reinvestment, and relatively modest debt maturities as described in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources.”
 
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While we believe that these actions are the appropriate response to the existing economic environment, and that they will best position us to take advantage of the current environment in the short-term and then resume our traditional growth strategy in the future, there can be no assurance that we will be able to do so.
 
See “Growth and Investment Strategies” and “Financing of the Company’s Growth Strategies” >below for more information regarding our traditional long-term strategy to grow the cash flows and equity values of the Company.
 
Competition
 
Self-storage facilities generally draw customers from residents within a three to five mile radius.  Many of our facilities operate within three to five miles of well-located and well-managed competitors that seek the same group of customers through many of the same marketing channels we use, including yellow page advertising, Internet advertising, as well as signage and banners.  As a result, competition is significant and affects the occupancy levels, rental rates, rental income and operating expenses of our facilities.
 
While competition is significant, the self-storage industry remains fragmented in the U.S.  We believe that we own approximately 5% of the aggregate self-storage square footage in the U.S., and that collectively the five largest self-storage operators in the U.S. own only approximately 10% of the aggregate self-storage space in the U.S., with the remaining 90% owned by numerous private regional and local operators.  This market fragmentation enhances the advantage of our economies of scale and our brand relative to other operators (see “Business Attributes – Economies of Scale” below), and could result in potential growth in our platform through acquisitions over the long term.
 
In seeking investments, we compete with a wide variety of institutions and other investors.  The amount of funds available for real estate investments greatly influences the competition for ownership interests in facilities and, by extension, the yields that we can achieve on newly acquired investments.
 
Business Attributes
 
We believe that we possess several primary business attributes that permit us to compete effectively:
 
Centralized information networks: >Our facilities are part of comprehensive centralized reporting and information networks which enable the management team to identify changing market conditions and operating trends as well as analyze customer data, and quickly change our properties’ pricing and promotional mix on an automated basis.
 
National Telephone Reservation System:  We operate a centralized telephone reservation system, which provides added customer service and helps to maximize utilization of available self-storage space.  Customers calling either the toll-free telephone referral system, (800) 44-STORE, or a storage facility, are directed to the national reservation system.  A representative discusses with the customer space requirements, price and location preferences and also informs the customer of other products and services provided by the Company and its subsidiaries.  We believe that the centralized telephone reservation system enhances our ability to market storage space in the U.S. relative to handling these calls at individual properties, because it allows us to more effectively offer all spaces at all facilities in the vicinity of a customer and to provide higher-quality selling efforts through dedicated sales specialists.  We also provide customers the opportunity to review space availability and make reservations online through our website, www.publicstorage.com.
 
Economies of scale: >We are the largest provider of self-storage space in the U.S.  As of December 31, 2009, we operated 2,010 self-storage facilities in which we had an interest and managed 32 self-storage facilities for third parties.  These facilities are generally located in major markets within 38 states in the U.S.  At December 31, 2009, we had over one million self-storage spaces rented.  The size and scope of our operations have enabled us to achieve high operating margins and a low level of administrative costs relative to revenues through the centralization of many functions with specialists, such as facility maintenance, employee compensation and benefits programs, pricing of our product, as well as the development and documentation of standardized operating procedures.  We also believe that our major market concentration provides managerial efficiencies stemming from having a large number of facilities in close proximity to each other.
 
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We can economically purchase large, prominent, well-placed yellow page ads that allow us to reach the consumer more effectively than smaller operators.  We are also able to purchase and bid aggressively for multiple-keyword advertising on national Internet search engines.  In addition, we are able to market efficiently using television as a media source.  The concentration of most of our properties in major metropolitan centers makes various promotional and media programs, such as television, yellow pages, and Internet keyword bidding, far more economical for us than for our competitors.
 
Brand name recognition:> Our operations in the U.S. are conducted under the “Public Storage” brand name, which we believe is the most recognized and established name in the self-storage industry in the U.S.  Our storage operations within the U.S. are conducted in major markets in 38 states, giving us national recognition and prominence.  Our facilities tend to be highly visible and located in heavily populated areas, improving the local awareness of our brand.  We believe that the “Shurgard” brand, used by Shurgard Europe, is a similarly established and valuable brand.
 
Complementary ancillary operations>: Through a taxable REIT subsidiary, we sell retail items associated with the storage business and reinsure policies issued to our tenants against lost or damaged goods stored by tenants in our storage facilities.  We believe these activities supplement and strengthen our existing self-storage business by further meeting the needs of storage customers.
 
Growth and Investment Strategies
 
As described more specifically in “The Impact of Current Economic Factors”> above, our growth strategies have been revised in the short-run to respond to current market conditions.
 
Over the long-run, our growth strategies have consisted of: (i) improving the operating performance of our existing self-storage properties, (ii) acquiring properties that are owned or operated by others in the U.S., (iii) developing or redeveloping existing U.S. real estate facilities, (iv) participating in the growth of commercial facilities owned primarily by PSB, and (v) capitalizing on the growth of facilities owned by Shurgard Europe in the European market.  In addition to certain revisions to these strategies described below, our strategy has been revised in the short-run to take advantage of dislocation in current capital markets.
 
Improve the operating performance of existing properties:> Demand for our self-storage facilities has been negatively impacted over the past two years by the current recessionary trends, and revenue and net operating income have both declined in 2009.  Over the long-run we seek to increase the net cash flow generated by our existing self-storage properties by a) regularly evaluating our call volume, reservation activity, and move-in/move-out rates for each of our properties relative to our marketing activities, b) evaluating market supply and demand factors and, based upon these analyses, adjusting our marketing activities and rental rates, c) attempting to maximize revenues through evaluating the appropriate balance between occupancy, rental rates, and promotional discounting and d) controlling expense levels.  We believe that our property management personnel and systems, combined with our national telephone reservation system and media advertising programs will continue to enhance our ability to meet these goals.  See Item 7. “Management’s Discussion and Analysis” below for further information regarding our expectation in the short-run with respect to our operating results.
 
Acquire properties owned or operated by others in the U.S.:> Our long-run strategy has included acquiring well-located facilities owned or operated by others in the U.S. that fit well within our geographic profile, at generally attractive pricing.  We believe our presence in and knowledge of substantially all of the major markets in the U.S. enhances our ability to identify attractive acquisition opportunities and capitalize on the overall fragmentation in the self-storage industry.  Data on the rental rates and occupancy levels of our existing facilities, which are often located in proximity to potential acquisition candidates, provide us an advantage in evaluating the potential of acquisition opportunities.  In the short-run, we believe that there may be more attractive opportunities for the acquisition of facilities from distressed sellers who, due to the constrained credit environment and pressure on cash flows due to the current difficult operating environment, face loan covenant violations or cannot refinance their existing debt as it comes due.  The timing and amount of these opportunities will be at least partially dependent upon whether the banks and other lenders elect to pursue foreclosure, acceleration, or other remedies which would force a sale of the properties of these distressed owners, rather than extending existing loans or waiving covenant violations.  It is our belief that opportunities in 2009 have been limited due at least in part to lenders’ desire to extend these loans rather than foreclose.  There can be no assurance that any such opportunities may materialize in the future.
 
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Development of real estate facilities: >We believe that in the long-run, development of new storage locations and expansion of our existing self-storage facilities represent an important part of our growth strategy.  New locations can be developed to meet customer needs and expand our geographic reach, generally within our existing markets.  In addition, existing facilities can be expanded or enhanced to provide additional amenities such as climate control, to better capitalize on increased population density in certain facilities’ local market area.    However, in light of current capital market conditions, doubt as to the potential lease-up of new storage space in the face of reduced demand, and the increased potential in the short-run for attractive acquisitions of existing facilities described above, we substantially curtailed our development pipeline.  Accordingly, in 2009 our investment in the development of real estate facilities was minimal, and we continue to have nominal development pipeline at December 31, 2009.  Shurgard Europe has similarly reduced its development activities (see “Capitalize on the Potential for Growth in Europe” below).
 
Participate in the growth of commercial facilities primarily through our ownership in PS Business Parks, Inc.:> At December 31, 2009, we had a 41% common equity interest in PSB and its operating partnership which consisted of 5,801,606 shares of common stock and 7,305,355 limited partnership units in the Operating Partnership.  The limited partnership units are convertible at our option, subject to certain conditions, on a one-for-one basis into PSB common stock.  At December 31, 2009, PSB owned and operated approximately 19.6 million net rentable square feet of commercial space located in eight states in the U.S.  During 2009 and 2008, the recession in the U.S. impacted PSB resulting in a decrease in new rental rates over expiring rents, as well as declining occupancy levels in 2009 and in the last six months of 2008.  It is uncertain what impact the current recessionary trends will have on PSB’s future occupancy levels and rental rents.  PSB may continue to experience downward pressure on its occupancy levels and rental rates.  Due to capital market dislocations and other factors, PSB did not acquire any new commercial space in 2009 and 2008.
 
Capitalize on the potential for growth in Europe:  >On March 31, 2008, we entered into the Europe Transaction with an institutional investor whereby the investor acquired a 51% interest in Shurgard Europe.  Shurgard Europe held substantially all of our operations in Europe.  Since March 31, 2008, we own the remaining 49% interest and are the managing member of Shurgard European Holdings LLC, a new joint venture formed to own Shurgard Europe’s operations.
 
We believe that Shurgard Europe is the largest owner and operator of self-storage facilities in Western Europe.  At December 31, 2009, Shurgard Europe’s operations comprise 187 facilities with an aggregate of approximately 10 million net rentable square feet.  The portfolio consists of 115 wholly owned facilities and 72 facilities owned by two joint venture partnerships, in which Shurgard Europe has a 20% equity interest.
 
Shurgard Europe operates in seven markets in Western Europe:  the French market (principally Paris), the Swedish market (principally Stockholm), the United Kingdom market (principally London), the Dutch market, the Belgian market, the Danish market (principally Copenhagen) and the German market.
 
In contrast to the U.S., the European self-storage industry is relatively immature.  In each of the markets that Shurgard Europe operates customer awareness of the product is relatively low and ownership of self-storage facilities remains fragmented.  Although many European consumers are not yet aware of the self-storage concept, they tend to live in more densely populated areas in smaller living spaces (as compared to the U.S.) that, we believe, should make self-storage an attractive option as product knowledge and availability of additional self-storage facilities grows.  Most Europeans are familiar with the concept of storage only as an ancillary service provided by moving companies, and more consumer familiarity could result in a significant increase in demand in the long-term.
 
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In the longer term, we believe that there is significant growth potential in Europe to expand the number of facilities owned either through development, acquisition, and consolidation, even if the density of self-storage in Europe does not ultimately approach the levels in the U.S.  However, ultimately capitalizing on this opportunity will require a significant amount of capital to develop new self-storage facilities in what could be a process extending through a few decades in time frame, similar to the trajectory of the U.S. self-storage industry since its inception in the mid 1960’s.
 
Shurgard Europe, and its ability and wherewithal to take advantage of these opportunities, has been impacted by the same economic trends that have negatively impacted our domestic self-storage operations and capital markets.  In addition to the operating uncertainties that we face, Shurgard Europe faces refinancing risk, as approximately $168 million (€117 million) and $153 million (€107 million) of debt owed by joint ventures matures in July 2010 and May 2011, respectively, and approximately $561.7 million (€391.9 million) in a loan payable to us becomes due in March 2013.  Accordingly, Shurgard Europe has taken many of the same steps that we have domestically, by curtailing its development activities.  At such time that public market capital or bank debt becomes available to Shurgard Europe to refinance its existing debt and economic trends improve, development and growth may recommence; however, there can be no assurance that such development and growth will ultimately recommence and at what levels.
 
Take advantage of dislocation in capital markets>:  At December 31, 2009, we have cash balances on hand of approximately $763.8 million.  On February 12, 2009, in accordance with an “any and all” tender offer, we acquired $110.2 million (face amount) of our Senior Unsecured Debt.  In addition, during the fourth quarter of 2008 and the first quarter of 2009, we acquired $352.7 million (face amount) of our preferred shares and units on the open market and in privately negotiated transactions for an aggregate acquisition cost of $237.4 million.  There could be opportunities for future acquisition of our own outstanding debt and equity securities, particularly if there were a return to the same acute turbulence in the credit and equity markets which occurred in late 2008 and early 2009.  Any future such transactions will depend upon our evaluation of the return of such investments relative to our other investment alternatives.  There can be no assurance that any future such transactions will occur or the potential yield on such transactions.
 
Financing of the Company’s Growth Strategies
 
Impact of Current Capital Markets>: As described above in “The Impact of Current Economic Factors”, one of our traditional sources of external capital is, through the issuance of preferred securities and, although we have not attempted to issue additional preferred securities over the past twelve months, we believe that we could issue additional preferred securities on a limited basis.  While we expect continued improvement in the capital markets to issue preferred securities, there can be no assurance as to when market conditions will improve for preferred securities issuances at amounts and at rates that we will find reasonable.
 
Overview of financing strategy>: Over the past three years we have funded substantially all the cash portion of our acquisition and development activities with permanent capital (predominantly retained cash flow and the net proceeds from the issuance of preferred securities).  We have elected to use preferred securities as a form of leverage despite the fact that the dividend rates of our preferred securities exceed the prevailing market interest rates on conventional debt, because of certain benefits described in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources.’’  Our present intention is to continue to finance substantially all our growth with cash on hand ($763.8 million at December 31, 2009), internally generated cash flows and permanent capital.
 
Borrowing>: We have in the past used our $300 million revolving line of credit as temporary “bridge” financing, and repaid those amounts with permanent capital.  Our debt outstanding currently represents debt that was assumed either in connection with property acquisitions or in connection with the Shurgard Merger.  When we have assumed such debt in the past, we have generally prepaid such amounts except in cases where the nature of the loan terms did not allow such prepayment, or where a prepayment penalty made it economically disadvantageous to prepay.  While it is not our present intention to issue additional debt as a long-term financing strategy, we have broad powers to borrow in furtherance of our objectives without a vote of our shareholders.  Our senior debt has an “A-” credit rating by Standard and Poor’s combined with our low level of debt, we believe we could issue a significant amount of unsecured debt, at attractive rates, in the current markets.  These powers are subject to a limitation on unsecured borrowings in our Bylaws described in “Limitations on Debt” below.
 
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Issuance of securities in exchange for property>: We have issued both our common and preferred securities in exchange for real estate and other investments in the past, most notably the issuance of 38,913,187 common shares in connection with the Shurgard Merger in 2006.  Future issuances will be dependent upon our financing needs and capital market conditions at the time, including the market prices of our equity securities.
 
Joint Venture financing:> We have historically formed and may form additional joint ventures to facilitate the funding of future developments or acquisitions.
 
Disposition of properties>: We historically have disposed of self-storage facilities only because of condemnation proceedings, which compel us to sell.  We do not presently intend to sell any significant number of self-storage facilities in the future, though there can be no assurance that we will not.
 
Investments in Real Estate and Real Estate Entities
 
Investment Policies and Practices with respect to our investments>: Following are our investment practices and policies which, though we do not anticipate any significant alteration, can be changed by our Board of Trustees without a shareholder vote:
 
·  
Our investments primarily consist of direct ownership of self-storage properties (the nature of our self-storage properties is described in Item 2, “Properties”), as well as partial interests in entities that own self-storage properties.
 
·  
Our partial ownership interests primarily reflect general and limited partnership interests in entities that own self-storage facilities that are managed by us under the “Public Storage” brand name in the U.S., as well as storage facilities managed in Europe under the “Shurgard Storage Centers” brand name which are owned by Shurgard Europe.
 
·  
Additional acquired interests in real estate (other than the acquisition of properties from third parties) will include common equity interests in entities in which we already have an interest.
 
·  
To a lesser extent, we have interests in existing commercial properties (described in Item 2, “Properties”), containing commercial and industrial rental space, primarily through our investment in PSB.
 
Facilities Owned by Subsidiaries
 
In addition to our direct ownership of 1,523 self-storage facilities in the U.S. and one self-storage facility in London, England at December 31, 2009 with an aggregate of approximately 98 million net rentable square feet, we have controlling indirect interests in entities that own 468 self-storage facilities in the U.S. with approximately 28 million net rentable square feet.  In addition to our self-storage space, we own approximately 1.8 million net rentable square feet of commercial space primarily located adjacent to our self-storage facilities.  Because of our controlling interest in each of these entities, we consolidate the assets, liabilities, and results of operations of these entities in our financial statements.
 
Facilities Owned by Unconsolidated Entities
 
At December 31, 2009, we had ownership interests in PSB, which owned approximately 19.6 million net rentable square feet of commercial space at December 31, 2009, Shurgard Europe, which had ownership interests in 187 facilities with approximately 10 million net rentable square feet of storage space, and certain limited partnerships owning an aggregate of 19 self-storage facilities with approximately 1 million net rentable square feet of storage space.  Collectively these entities are referred to as the “Unconsolidated Entities.”
 
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PSB, which files financial statements with the SEC, and Shurgard Europe, have debt and other obligations that are not included in our consolidated financial statements.  The limited partnerships have no significant amounts of debt or other obligations.  See Note 5 to our December 31, 2009 consolidated financial statements for further disclosure regarding the assets, liabilities and operating results of the Unconsolidated Entities.
 
Limitations on Debt
 
Without the consent of holders of the various series of Senior Preferred Shares, we may not take any action that would result in a ratio of ''Debt'' to ''Assets'' (the ''Debt Ratio'') in excess of 50%.  As of December 31, 2009, the Debt Ratio was approximately 4%.  ''Debt'' means the liabilities (other than ''accrued and other liabilities'' and “redeemable noncontrolling interests'') that should, in accordance with U.S. generally accepted accounting principles, be reflected on our consolidated balance sheet at the time of determination.  ''Assets'' means our total assets before a reduction for accumulated depreciation and amortization that should, in accordance with U.S. generally accepted accounting principles, be reflected on the consolidated balance sheet at the time of determination.
 
Our bank and senior unsecured debt agreements contain various customary financial covenants, including limitations on the level of indebtedness and the prohibition of the payment of dividends upon the occurrence of defined events of default.
 
Employees
 
We have approximately 4,900 employees in the U.S. at December 31, 2009 who render services on behalf of the Company, primarily personnel engaged in property operations.  None of our employees in the U.S. are covered by a collective bargaining agreement.  We believe that our relations with our employees are generally amicable.
 
Seasonality
 
We experience minor seasonal fluctuations in the occupancy levels of self-storage facilities with occupancies generally higher in the summer months than in the winter months.  We believe that these fluctuations result in part from increased moving activity during the summer months.
 
Insurance
 
We have historically carried customary property, earthquake, general liability and workers compensation coverage through internationally recognized insurance carriers, subject to customary levels of deductibles.  The aggregate limits on these policies of $75 million for property coverage and $102 million for general liability are higher than estimates of maximum probable loss 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 exhausted.
 
Our tenant insurance program reinsures a program that provides insurance to certificate holders against claims for property losses due to specific named perils (earthquakes and floods are not covered by these policies) to goods stored by tenants at our self-storage facilities for individual limits up to a maximum of $5,000.  We have third-party insurance coverage for claims paid exceeding $1,000,000 resulting from any one individual event, to a limit of $25,000,000.  At December 31, 2009, there were approximately 585,000 certificate holders held by our tenants, participating in this program representing aggregate coverage of approximately $1.3 billion.  Because each certificate represents insurance of goods held by a tenant at our self-storage facilities, the geographic concentration of this $1.3 billion in coverage is dispersed throughout all of our U.S. facilities.  We rely on a third-party insurance company to provide the insurance and are subject to licensing requirements and regulations in several states.
 

 
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ITEM 1A.  Risk Factors
 
In addition to the other information in our Annual Report on Form 10-K, you should consider the risks described below that we believe may be material to investors in evaluating the Company.  This section contains forward-looking statements, and in considering these statements, you should refer to the qualifications and limitations on our forward-looking statements that are described in Forward Looking Statements >at the beginning of Item 1.
 
Since our business consists primarily of acquiring and operating real estate, we are subject to the risks related to the ownership and operation of real estate that can adversely impact our business and financial condition.
 
The value of our investments may be reduced by general risks of real estate ownership.    Since we derive substantially all of our income from real estate operations, we are subject to the general risks of acquiring and owning real estate-related assets, including:  
 
 
lack of demand for rental spaces or units in a locale;  
 
 
changes in general economic or local conditions;  
 
 
natural disasters, such as earthquakes and floods; which could exceed the aggregate limits of our insurance coverage; 
 
 
potential terrorist attacks;  
 
 
changes in supply of or demand for similar or competing facilities in an area;  
 
 
the impact of environmental protection laws;  
 
 
changes in interest rates and availability of permanent mortgage funds which may render the sale of a nonstrategic property difficult or unattractive including the impact of the current turmoil in the credit markets;  
 
 
increases in insurance premiums, property tax assessments and other operating and maintenance expenses;
 
 
transactional costs and liabilities, including transfer taxes;
 
 
adverse changes in tax, real estate and zoning laws and regulations; and  
 
 
tenant and employment-related claims.  
 
In addition, we self-insure certain of our property loss, liability, and workers compensation risks for which other real estate companies may use third-party insurers.  This results in a higher risk of losses that are not covered by third-party insurance contracts, as described in Note 13 under “Insurance and Loss Exposure” to our December 31, 2009 consolidated financial statements.
 
There is significant competition among self-storage facilities and from other storage alternatives.    Most of our properties are self-storage facilities, which generated most of our revenue for the year ended December 31, 2009.  Local market conditions will play a significant part in how competition will affect us. Competition in the market areas in which many of our properties are located from other self-storage facilities and other storage alternatives is significant and has affected the occupancy levels, rental rates and operating expenses of most of our properties.  Any increase in availability of funds for investment in real estate may accelerate competition.  Further development of self-storage facilities may intensify competition among operators of self-storage facilities in the market areas in which we operate.
 
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We may incur significant environmental costs and liabilities.    As an owner and operator of real properties, under various federal, state and local environmental laws, we are required to clean up spills or other releases of hazardous or toxic substances on or from our properties.  Certain environmental laws impose liability whether or not the owner knew of, or was responsible for, the presence of the hazardous or toxic substances.  In some cases, liability may not be limited to the value of the property.  The presence of these substances, or the failure to properly remediate any resulting contamination, whether from environmental or microbial issues, also may adversely affect the owner’s or operator’s ability to sell, lease or operate its property or to borrow using its property as collateral.
 
We have conducted preliminary environmental assessments of most of our properties (and intend to conduct these assessments in connection with property acquisitions) to evaluate the environmental condition of, and potential environmental liabilities associated with, our properties.  These assessments generally consist of an investigation of environmental conditions at the property (not including soil or groundwater sampling or analysis), as well as a review of available information regarding the site and publicly available data regarding conditions at other sites in the vicinity.  In connection with these property assessments, our operations and recent property acquisitions, we have become aware that prior operations or activities at some facilities or from nearby locations have or may have resulted in contamination to the soil or groundwater at these facilities.  In this regard, some of our facilities are or may be the subject of federal or state environmental investigations or remedial actions.  We have obtained, with respect to recent acquisitions, and intend to obtain with respect to pending or future acquisitions, appropriate purchase price adjustments or indemnifications that we believe are sufficient to cover any related potential liability.  Although we cannot provide any assurance, based on the preliminary environmental assessments, we believe we have funds available to cover any liability from environmental contamination or potential contamination and we are not aware of any environmental contamination of our facilities material to our overall business, financial condition or results of operations.
 
There has been an increasing number of claims and litigation against owners and managers of rental properties relating to moisture infiltration, which can result in mold or other property damage.  When we receive a complaint concerning moisture infiltration, condensation or mold problems and/or become aware that an air quality concern exists, we implement corrective measures in accordance with guidelines and protocols we have developed with the assistance of outside experts.  We seek to work proactively with our tenants to resolve moisture infiltration and mold-related issues, subject to our contractual limitations on liability for such claims.  However, we can give no assurance that material legal claims relating to moisture infiltration and the presence of, or exposure to, mold will not arise in the future.
 
Delays in development and fill-up of our properties would reduce our profitability.    From January 1, 2005, through December 31, 2009, we opened 17 newly developed self-storage facilities in the U.S. at a cost of approximately $142 million.  Shurgard Europe has developed and opened 55 facilities since January 1, 2005 at a cost of approximately $426 million, and has two development projects under construction with total estimated costs of $24 million.  Delays in the rent-up of newly developed storage space as a result of competition or other factors, including the slowdown in the general economy which has negatively impacted storage demand, would adversely impact our profitability.  If we or Shurgard Europe were to commence significant development of facilities, construction delays due to weather, unforeseen site conditions, personnel problems, and other factors, as well as cost overruns, would adversely affect our profitability.
 
Property taxes can increase and cause a decline in yields on investments.    Each of our properties is subject to real property taxes.  These real property taxes may increase in the future as property tax rates change and as our properties are assessed or reassessed by tax authorities.  Recent local government shortfalls in tax revenue may cause pressure to increase tax rates or assessment levels.  Such increases could adversely impact our profitability.
 
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We must comply with the Americans with Disabilities Act and fire and safety regulations, which can require significant expenditures.    All our properties must comply with the Americans with Disabilities Act and with related regulations (the “ADA”).  The ADA has separate compliance requirements for “public accommodations” and “commercial facilities,” but generally requires that buildings be made accessible to persons with disabilities.  Various state laws impose similar requirements.  A failure to comply with the ADA or similar state laws could result in government imposed fines on us and could award damages to individuals affected by the failure.  In addition, we must operate our properties in compliance with numerous local fire and safety regulations, building codes, and other land use regulations.  Compliance with these requirements can require us to spend substantial amounts of money, which would reduce cash otherwise available for distribution to shareholders.  Failure to comply with these requirements could also affect the marketability of our real estate facilities.
 
We incur liability from tenant and employment-related claims.     From time to time we must resolve tenant claims and employment-related claims by corporate level and field personnel.
 
Global economic conditions could adversely affect our business, financial condition, growth and access to capital.
 
There continues to be global economic uncertainty, elevated levels of unemployment, reduced levels of economic activity, and it is uncertain as to when economic conditions will improve.  These negative economic conditions in the markets where we operate facilities, and other events or factors that adversely affect disposable incomes, have and are likely to continue to adversely affect our business.
 
As a further result of the current global financial crisis, our ability to issue preferred shares or borrow at reasonable rates has been and may continue to be adversely affected by challenging credit market conditions.  The issuance of perpetual preferred securities historically has been a significant source of capital to grow our business.  While we currently believe that we have sufficient working capital and capacity under our credit facilities and our retained cash flow from operations to continue to operate our business as usual, long-term continued turbulence in the credit markets and in the national economy may adversely affect our access to capital and adversely impact earnings growth that might otherwise result from the acquisition and development of real estate facilities.
 
We grow our business primarily through acquisitions of existing properties and are subject to risks related to acquisitions that may adversely affect our growth and financial results.
 
We grow our business in large part through the acquisition of existing properties, including acquisitions of businesses owned by other storage operators.  In addition to the general risks related to real estate described above which may also adversely impact operations at acquired properties, we are also subject to the following risks in connection with property acquisitions and the integration of acquired properties into our operations.
 
Any failure by us to manage acquisitions and other significant transactions successfully could negatively impact our financial results.  If acquired facilities are not properly integrated into our system, our financial results may suffer.
 
Any failure to successfully integrate acquired operations with our existing business could negatively impact our financial results. To fully realize any anticipated benefits from an acquisition, we must successfully complete the combination of the businesses of Public Storage and acquired properties in a manner that permits cost savings to be realized.  It is possible that the integration process could result in a decline in occupancy and/or rental rates, the disruption of ongoing businesses or inconsistencies in standards, controls, procedures, practices, policies and compensation arrangements that adversely affect our ability to maintain relationships with tenants and employees or to achieve anticipated benefits, particularly with large acquisitions.
 
Acquired properties are subject to property tax reappraisals which may increase our property tax expense. Facilities that we acquire are subject to property tax reappraisal, which can increase property tax expense.  There is a degree of uncertainty involved in estimating the property tax expense of an acquired property.  In future acquisitions of properties, if actual property tax expenses following reappraisal are significantly greater than we expected, our operating results could be negatively impacted.
 

 
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As a result of our ownership of 49% of the international operations of Shurgard Europe with a book value of $272.3 million at December 31, 2009, and our loan to Shurgard Europe aggregating $561.7 million at December 31, 2009, we are exposed to additional risks related to international businesses that may adversely impact our business and financial results>.
 
We have limited experience in European operations, which may adversely impact our ability to operate profitably in Europe.  In addition, European operations have specific inherent risks, including without limitation the following:
 
·  
currency risks, including currency fluctuations, which can impact the fair value of our $272.3 million book value equity investment in Shurgard Europe, as well as interest payments and the net proceeds to be received upon repayment of our loan to Shurgard Europe; 
 
·  
•       unexpected changes in legislative and regulatory requirements;  
 
·  
•       potentially adverse tax burdens;  
 
·  
•       burdens of complying with different permitting standards, environmental and labor laws and a wide variety of foreign laws;
 
·  
•       the potential impact of collective bargaining;
 
·  
•       obstacles to the repatriation of earnings and cash;  
 
·  
•       regional, national and local political uncertainty;  
 
·  
•       economic slowdown and/or downturn in foreign markets;  
 
·  
•       difficulties in staffing and managing international operations;  
 
·  
•       reduced protection for intellectual property in some countries;  
 
·  
•       inability to effectively control less than wholly-owned partnerships and joint ventures; and
 
·  
•       the importance of local senior management and the potential negative ramifications of the departure of key executives.
 
Based upon current market conditions and recent operating result trends of Shurgard Europe, the following specific risks apply with respect to our investment in, and loan to, Shurgard Europe:
 
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·  
We have an obligation to loan up to an additional €185 million ($265.2 million at December 31, 2009) to Shurgard Europe, and provide additional equity contributions of up to $66.4 million.  We have a commitment, which expires March 31, 2010, to provide up to €185 million of additional loans to Shurgard Europe under the same terms as the existing loans, to fund the possible acquisition of Shurgard Europe’s joint venture partner’s interest in the joint ventures and/or repay Shurgard Europe’s pro-rata share of the joint venture debt.  In addition, we are committed to provide up to $66.4 million of additional equity contributions to Shurgard Europe to fund certain other investing activities.  While the acquisition of the joint venture partners’ interests are subject to our approval, Shurgard Europe has no obligation to acquire these interests, and any other investing activities generally require our approval, these commitments may require us to provide additional funds to Shurgard Europe in amounts or under terms that we may not have otherwise agreed to.
 
·  
Joint Ventures that Shurgard Europe has a 20% interest in have significant refinancing requirements.  Shurgard Europe’s two joint ventures collectively had approximately €224 million ($321 million) of outstanding debt payable to third parties at December 31, 2009.  These loans are secured by the joint ventures’ respective facilities, and are not guaranteed by Public Storage, Shurgard Europe, or any third party.  One of the joint venture loans, totaling €107 million ($153 million), is due May 2011 and the other joint venture loan, totaling €117 million ($168 million), is due in July 2010.
 
If Shurgard Europe’s joint ventures were unable to refinance or otherwise repay these loans when due, it is our expectation that the loans would be repaid with each joint venture partner contributing their pro rata share towards repayment.  Shurgard Europe’s pro rata share, in the aggregate, would be approximately €50 million ($72 million) which Shurgard Europe fund either from available cash on hand or equity contributions from Public Storage and our joint venture partner.  Further, it is also possible that Shurgard Europe’s joint venture partner would be unable to contribute its pro rata share to repay the loans and may trigger, through its rights under the related partnership documents, the liquidation of the partnership, which could result in Shurgard Europe’s acquisition of its joint venture partner’s interest or the sale of the properties to third parties, with potential loss or reduction to our investment if the liquidation proceeds were not sufficient.  If Shurgard Europe were to acquire its joint venture partner’s interest by March 31, 2010, it could borrow on the aforementioned €185 million loan commitment we have provided to fund the purchase of the joint venture partner’s interest and repayment of the loans.
 
·  
Shurgard Europe’s ability to refinance its $561.7 million loan from us, which is due in March 2013, may be limited if current market conditions persist.  We have loaned Shurgard Europe €391.9 million ($561.7 million at December 31, 2009), and this loan is due in March 2013.  If the currently constrained capital market and bank loan availability persists, it is likely that Shurgard Europe may be unable to refinance the entire loan.  If Shurgard Europe is unable to obtain financing to raise funds to repay our loan, we may have to negotiate an equity or debt contribution by our joint venture partner to Shurgard Europe, extend the loan, or otherwise take steps under our lender rights.   Any of these steps could negatively impact our investment and the liquidity of Shurgard Europe.
 
·  
Shurgard Europe’s operating trends are negative.  Shurgard Europe’s same-store revenue is down 3.6% in the year ended December 31, 2009 as compared to 2008 on a constant exchange rate basis.  Shurgard Europe may have continued reductions in same-store revenues, which will adversely impact their operating results and, as a result, the value of our investment in Shurgard Europe.  Such reductions may negatively impact Shurgard Europe’s liquidity and ability to repay its debt, including the debt owed to Public Storage, due to declining interest coverage ratios and other similar metrics upon which potential lenders typically base their lending decisions.
 
We are subject to risks related to our ownership of assets in joint venture structures.
 
In connection with our 2006 acquisition of Shurgard and the acquisition of a 51% interest in Shurgard Europe by an institutional investor on March 31, 2008, we have interests in several joint ventures.  Joint ventures may present additional risks, including without limitation, the following:
 
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·  
Risks related to the financial strength, common business goals and strategies and cooperation of the venture partner.
 
·  
The inability to take some actions with respect to the joint venture activities that we may believe are favorable, if our joint venture partner does not agree.
 
·  
The risk that we could lose our REIT status based upon actions of the joint ventures if we are unable to effectively control these indirect investments.
 
·  
The risk that we may not control the legal entity that has title to the real estate.
 
·  
The risk that our investments in these entities may not be easily sold or readily accepted as collateral by our lenders, or that lenders may view assets held in joint ventures as less favorable as collateral.
 
·  
The risk that the joint ventures could take actions which may negatively impact our preferred shares and debt ratings, to the extent that we could not prevent these actions.
 
·  
The risk that we may be constrained from certain activities of our own that we would otherwise deem favorable, due to non-compete clauses in our joint venture arrangements.
 
·  
The risk that we will be unable to resolve disputes with our joint venture partners.
 
The Hughes Family could control us and take actions adverse to other shareholders. >
 
At December 31, 2009, B. Wayne Hughes, Chairman of the Board of Trustees and his family (the “Hughes Family”) owned approximately 17.3% of our aggregate outstanding common shares.  Our declaration of trust permits the Hughes Family to own up to 47.66% of our outstanding common shares and also allows for cumulative voting in the election of trustees.  Consequently, the Hughes Family may significantly influence matters submitted to a vote of our shareholders, including electing trustees, amending our organizational documents, dissolving and approving other extraordinary transactions, such as a takeover attempt, even though such actions may not be favorable to other shareholders.
 
Certain provisions of Maryland law and in our declaration of trust and bylaws may prevent changes in control or otherwise discourage takeover attempts beneficial to shareholders.
 
Certain provisions of Maryland law may have the effect of deterring a third party from making a proposal to acquire us or of impeding a change in control under circumstances that otherwise could provide the holders of our shares with the opportunity to realize a premium over the then-prevailing market price of our shares.  Currently, the Board has opted not to subject the Company to the statutory limitations of either the business combination provisions or the control share acquisitions provisions of Maryland law, but the Board may change this option as to either statute in the future.  If the Board chooses to make them applicable to us, these provisions could delay, deter or prevent a transaction or change of control that might involve a premium price for holders of common shares or might otherwise be in their best interest.  Similarly, (1) limitations on removal of trustees in our declaration of trust, (2) restrictions on the acquisition of our shares of beneficial interest, (3) the power to issue additional common shares, preferred shares or equity shares, (4)  the advance notice provisions of our bylaws and (5) the Board’s ability under Maryland law, without obtaining shareholder approval, to implement takeover defenses that we may not yet have and to take, or refrain from taking, other actions without those decisions being subject to any heightened standard of conduct or standard of review, could have the same effect of delaying, deterring or preventing a transaction or a change in control that might involve a premium price for holders of the common shares or might otherwise be in common shareholders’ best interest.
 
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To preserve our status as a REIT under the Code, our declaration of trust contains limitations on the number and value of shares of beneficial interest that any person may own.  These ownership limitations generally limit the ability of a person, other than the Hughes Family (as defined in our declaration of trust) and other than “designated investment entities” (as defined in our declaration of trust), to own more than 3% of our outstanding common shares or 9.9% of the outstanding shares of any class or series of preferred or equity shares, in each case, in value or number of shares, whichever is more restrictive, unless an exemption is granted by our board of trustees.  These limitations could discourage, delay or prevent a transaction involving a change in control of our company not approved by our board of trustees.
 
If we failed to qualify as a REIT for income tax purposes, we would be taxed as a corporation, which would substantially reduce funds available for payment of dividends.
 
Investors are subject to the risk that we may not qualify as a REIT for income tax purposes. REITs are subject to a range of complex organizational and operational requirements.  As a REIT, we must distribute with respect to each year at least 90% of our REIT taxable income to our shareholders (which may take into account certain dividends paid in the subsequent year).  Other restrictions apply to our income and assets.  Our REIT status is also dependent upon the ongoing qualification of our affiliate, PSB, as a REIT, as a result of our substantial ownership interest in that company.
 
For any taxable year that we fail to qualify as a REIT and are unable to avail ourselves of relief provisions set forth in the Code, we would be subject to federal income tax at the regular corporate rates on all of our taxable income, whether or not we make any distributions to our shareholders.  Those taxes would reduce the amount of cash available for distribution to our shareholders or for reinvestment and would adversely affect our earnings.  As a result, our failure to qualify as a REIT during any taxable year could have a material adverse effect upon us and our shareholders.  Furthermore, unless certain relief provisions apply, we would not be eligible to elect REIT status again until the fifth taxable year that begins after the first year for which we fail to qualify.
 
We have also assumed, based on Shurgard Storage Center, Inc.’s public filings and due diligence performed in connection with our acquisition of Shurgard, that Shurgard qualified as a REIT through the date of the Shurgard Merger on August 22, 2006.  However, if Shurgard failed to qualify as a REIT, we generally would have succeeded to or incurred significant tax liabilities (including the significant tax liability that would have resulted from the deemed sale of assets by Shurgard to us as part of the Shurgard Merger).
 
We may pay some taxes, reducing cash available for shareholders.
 
Even if we qualify as a REIT for federal income tax purposes, we are required to pay some federal, foreign, state and local taxes on our income and property.  Since January 1, 2001, certain corporate subsidiaries of the Company have elected to be treated as “taxable REIT subsidiaries” of the Company for federal income tax purposes. A taxable REIT subsidiary is taxable as a regular corporation and may be limited in its ability to deduct interest payments made to us in excess of a certain amount.  In addition, if we receive or accrue certain amounts and the underlying economic arrangements among our taxable REIT subsidiaries and us are not comparable to similar arrangements among unrelated parties, we could be subject to a 100% penalty tax on those payments in excess of amounts the Internal Revenue Service deems reasonable between unrelated parties.  To the extent that the Company is required to pay federal, foreign, state or local taxes, we will have less cash available for distribution to shareholders.
 
We have become increasingly dependent upon automated processes, telecommunications, and the Internet and are faced with system security risks.
 
We have become increasingly centralized and dependent upon automated information technology processes, and certain critical components of our operating systems are dependent upon third party providers.  As a result, we could be severely impacted by a catastrophic occurrence, such as a natural disaster or a terrorist attack, or a circumstance that disrupted operations at our third party providers.  Even though we believe we utilize appropriate duplication and back-up procedures, a significant outage in our third party providers could negatively impact our operations.  In addition, a portion of our business operations are conducted over the Internet, increasing the risk of viruses that could cause system failures and disruptions of operations.  Experienced computer programmers may be able to penetrate our network security and misappropriate our confidential information, create system disruptions or cause shutdowns.  Nearly half of our move-ins comes from sales channels dependent upon telecommunications (telephone or Internet).
 
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 We have no interest in Canadian self-storage facilities owned by the Hughes Family.
 
The Hughes Family has ownership interests in, and operates, 52 self-storage facilities in Canada under the name “Public Storage”, which name we license to the Hughes Family for use in Canada on a non-exclusive basis.  We currently do not own any interests in these facilities nor do we own any facilities in Canada.  We have a right of first refusal to acquire the stock or assets of the corporation engaged in the operation of the self-storage facilities in Canada if the Hughes Family or the corporation agrees to sell them.  However, we have no ownership interest in the operations of this corporation, have no right to acquire their stock or assets unless the Hughes family decides to sell, and receive no benefit from the profits and increases in value of the Canadian self-storage facilities.  Although we have no current plans to enter the Canadian self-storage market, if we choose to do so without acquiring the Hughes Family interests in their Canadian self-storage properties, our right to use the Public Storage name in Canada may be shared with the Hughes Family unless we are able to terminate the license agreement.
 
Through our subsidiaries, we continue to reinsure risks relating to loss of goods stored by tenants in the self-storage facilities in Canada in which the Hughes Family has ownership interests.  We acquired the tenant insurance business on December 31, 2001 through our acquisition of PS Insurance Company, or PSICH.  For the years ended December 31, 2009 and 2008, PSICH received $642,000 and $768,000, respectively, in reinsurance premiums attributable to the Canadian Facilities.  Since PSICH’s right to provide tenant reinsurance to the Canadian Facilities may be qualified, there is no assurance that these premiums will continue.
 
We are subject to laws and governmental regulations and actions that affect our operating results and financial condition.
 
Our business is subject to regulation under a wide variety of U.S. federal, state and local laws, regulations and policies including those imposed by the SEC, the Sarbanes-Oxley Act of 2002 and New York Stock Exchange, as well as applicable labor laws. Although we have policies and procedures designed to comply with applicable laws and regulations, failure to comply with the various laws and regulations may result in civil and criminal liability, fines and penalties, increased costs of compliance and restatement of our financial statements.
 
There can also be no assurance that, in response to current economic conditions or the current political environment or otherwise, laws and regulations will not be implemented or changed in ways that adversely affect our operating results and financial condition, such as current federal legislative proposals to expand health care coverage costs or facilitate union activity or otherwise increase operating costs.
 
Our tenant insurance business is subject to governmental regulation which could reduce our profitability or limit our growth.
 
We hold Limited Lines Self Storage Insurance Agent licenses from a number of individual state Departments of Insurance and are subject to state governmental regulation and supervision.  This state governmental supervision could reduce our profitability or limit our growth by increasing the costs of regulatory compliance, limiting or restricting the products or services we provide or the methods by which we provide products and services, or subjecting our businesses to the possibility of regulatory actions or proceedings.  Our continued ability to maintain these Limited Lines Self Storage Insurance Agent licenses in the jurisdictions in which we are licensed depends on our compliance with the rules and regulations promulgated from time to time by the regulatory authorities in each of these jurisdictions.  Furthermore, state insurance departments conduct periodic examinations, audits and investigations of the affairs of insurance agents.
 
In all jurisdictions, the applicable laws and regulations are subject to amendment or interpretation by regulatory authorities.  Generally, such authorities are vested with relatively broad discretion to grant, renew and revoke licenses and approvals and to implement regulations.  Accordingly, we may be precluded or temporarily suspended from carrying on some or all of our activities or otherwise fined or penalized in a given jurisdiction.  No assurances can be given that our businesses can continue to be conducted in any given jurisdiction as it has been conducted in the past.  For the year ended December 31, 2009, revenues from our tenant reinsurance business represented approximately 4% of our revenues.
 
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Terrorist attacks and the possibility of wider armed conflict may have an adverse impact on our business and operating results and could decrease the value of our assets.
 
Terrorist attacks and other acts of violence or war could have a material adverse impact on our business and operating results.  There can be no assurance that there will not be further terrorist attacks against the U.S., the European Community, or their businesses or interests.  Attacks or armed conflicts that directly impact one or more of our properties could significantly affect our ability to operate those properties and thereby impair our operating results.  Further, we may not have insurance coverage for losses caused by a terrorist attack.  Such insurance may not be available, or if it is available and we decide to obtain such terrorist coverage, the cost for the insurance may be significant in relationship to the risk overall.  In addition, the adverse effects that such violent acts and threats of future attacks could have on the U.S. economy could similarly have a material adverse effect on our business and results of operations.  Finally, further terrorist acts could cause the U.S. to enter into a wider armed conflict, which could further impact our business and operating results.
 
Developments in California may have an adverse impact on our business and financial results.
 
We are headquartered in, and approximately one-fifth of our properties in the U.S. are located in California. The state of California and many local jurisdictions are facing severe budgetary problems and deficits.  Action that may be taken in response to these problems, such as increases in property taxes on commercial properties, changes to sales taxes, adoption of a proposed “Business Net Receipts Tax” or other governmental efforts to raise revenues could adversely impact our business and results of operations.  In addition, we could be adversely impacted by efforts to reenact legislation mandating medical insurance for employees of California businesses and members of their families.
 
ITEM 1B.                      Unresolved Staff Comments
 
Not applicable.
 

 
20

 

ITEM 2.                      Properties
 
At December 31, 2009, we had direct and indirect ownership interests in 2,010 and 188 storage facilities located in 38 states within the U.S. and seven Western European nations, respectively:
 
   
At December 31, 2009
 
   
Number of Storage Facilities (a)
   
Net Rentable Square Feet (in thousands)
 
United States:
           
California:
           
Southern                             
    204       14,231  
Northern                             
    170       9,927  
Texas                                  
    236       15,493  
Florida                                  
    191       12,520  
Illinois                                  
    123       7,800  
Washington                                  
    91       6,028  
Georgia                                  
    92       5,964  
North Carolina                                  
    69       4,775  
Virginia                                  
    78       4,453  
New York                                  
    62       4,015  
Colorado                                  
    59       3,713  
New Jersey                                  
    56       3,524  
Maryland                                  
    56       3,290  
Minnesota                                  
    44       2,990  
Michigan                                  
    43       2,755  
Arizona                                  
    37       2,259  
South Carolina                                  
    40       2,155  
Missouri                                  
    37       2,136  
Oregon                                  
    39       2,006  
Indiana                                  
    31       1,926  
Pennsylvania                                  
    28       1,867  
Ohio                                  
    30       1,860  
Nevada                                  
    24       1,561  
Tennessee                                  
    27       1,528  
Kansas                                  
    22       1,310  
Massachusetts                                  
    19       1,179  
Wisconsin                                  
    15       968  
Other states (12 states)
    87       4,813  
Total – U.S.                             
    2,010       127,046  
                 
Europe (b):
               
France
    56       2,958  
Netherlands
    39       2,078  
Sweden
    30       1,614  
Belgium
    21       1,254  
United Kingdom
    21       1,119  
Germany
    11       552  
Denmark
    10       550  
Total - Europe                             
    188       10,125  
                 
Grand Total                             
    2,198       137,171  
 
(a) See Schedule III:  Real Estate and Accumulated Depreciation in the Company’s 2009 financials, for a complete list of properties consolidated by the Company.
 
 
(b) The facilities located in Europe include one facility in the United Kingdom that we wholly own, as well as the facilities in which Shurgard Europe has an ownership interest.
 
21

 
Our facilities are generally operated to maximize cash flow through the regular review and adjustment of rents charged to our tenants.  For the year ended December 31, 2009, the weighted average occupancy level and the average realized rent per occupied square foot for our self-storage facilities were approximately 88% and $12.77, respectively, in the U.S. and 79% and $25.43, respectively, in Europe.
 
At December 31, 2009, 89 of our U.S. facilities were encumbered by an aggregate of $227 million in secured notes payable.
 
We have no specific policy as to the maximum size of any one particular self-storage facility.  However, none of our facilities involves, or is expected to involve, 1% or more of our total assets, gross revenues or net income.
 
Description of Self-Storage Facilities:> Self-storage facilities, which comprise the majority of our investments, are designed to offer accessible storage space for personal and business use at a relatively low cost.  A user rents a fully enclosed space, securing the space with their own lock, which is for the user's exclusive use and to which only the user has access on an unrestricted basis during business hours.  On-site operation is the responsibility of property managers who are supervised by district managers.  Some self-storage facilities also include rentable uncovered parking areas for vehicle storage.  Storage facility spaces are rented on a month-to-month basis.  Rental rates vary according to the location of the property, the size of the storage space, and other characteristics that affect the relative attractiveness of each particular space, such as whether the space has drive-up access or its proximity to elevators.  All of our self-storage facilities in the U.S. are operated under the "Public Storage" brand name, while our facilities in Europe are operated under the “Shurgard Storage Centers” brand name.
 
Users of space in self-storage facilities include individuals from virtually all demographic groups, as well as businesses.  Individuals usually obtain this space for storage of furniture, household appliances, personal belongings, motor vehicles, boats, campers, motorcycles and other household goods.  Businesses normally employ this space for storage of excess inventory, business records, seasonal goods, equipment and fixtures.
 
Our self-storage facilities generally consist of three to seven buildings containing an aggregate of between 350 to 750 storage spaces, most of which have between 25 and 400 square feet and an interior height of approximately eight to 12 feet.
 
We experience minor seasonal fluctuations in the occupancy levels of self-storage facilities with occupancies generally higher in the summer months than in the winter months.  We believe that these fluctuations result in part from increased moving activity during the summer months.
 
Our self-storage facilities are geographically diversified and are located primarily in or near major metropolitan markets in 38 states in the U.S. and seven Western European nations.  Generally our self-storage facilities are located in heavily populated areas and close to concentrations of apartment complexes, single family residences and commercial developments.  However, there may be circumstances in which it may be appropriate to own a property in a less populated area, for example, in an area that is highly visible from a major thoroughfare and close to, although not in, a heavily populated area.  Moreover, in certain population centers, land costs and zoning restrictions may create a demand for space in nearby less populated areas.
 
Competition from other self-storage facilities as well as other forms of storage in the market areas in which most of our properties are located in the U.S., and certain of our properties in Western Europe, is significant and has affected the occupancy levels, rental rates, and operating expenses of many of our properties.
 
Since our investments are primarily self-storage facilities, our ability to preserve our investments and achieve our objectives is dependent in large part upon success in this field.  We believe that self-storage facilities, upon stabilization, have attractive characteristics consisting of high profit margins, a broad tenant base and low levels of capital expenditures to maintain their condition and appearance.  While we have seen a decrease in cash flow generation at our same-store facilities in 2009 due primarily to the high unemployment, historically, upon stabilization after an initial fill-up period, the U.S. self-storage facilities we have an interest in have generally shown a high degree of consistency in generating cash flows.
 
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Commercial Properties>: In addition to our interests in 2,198 self-storage facilities, we have an interest in PSB, which, as of December 31, 2009, owns and operates approximately 19.6 million net rentable square feet of commercial space in eight states.  At December 31, 2009, the $326 million book value of our investment in PSB represents approximately 3% of our total assets.  The $656 million market value of our investment in PSB at December 31, 2009 represents approximately 7% of the book value of our total assets.  We also directly own 1.8 million net rentable square feet of commercial space, primarily located at our existing self-storage locations, comprised primarily of individual retail locations.  This space is managed for us by PSB.
 
The commercial properties owned by PSB consist primarily of flex, multi-tenant office and industrial space.  Flex space is defined as buildings that are configured with a combination of office and warehouse space and can be designed to fit a wide variety of uses (including office, assembly, showroom, laboratory, light manufacturing and warehouse space).
 
Environmental Matters: >Our policy is to accrue environmental assessments and estimated remediation cost when it is probable that such efforts will be required and the related costs can be reasonably estimated.  Our current practice is to conduct environmental investigations in connection with property acquisitions.  Although there can be no assurance, we are not aware of any environmental contamination of any of our facilities, which individually or in the aggregate would be material to our overall business, financial condition, or results of operations.
 
ITEM 3.                      Legal Proceedings
 
Brinkley v. Public Storage, Inc. (filed April 2005) (Superior Court of California – Los Angeles County)
 
The plaintiff sued the Company on behalf of a purported class of California non-exempt employees based on various California wage and hour laws.  Plaintiff sought certification for alleged meal period violations, rest period violations, failure to pay for travel time, failure to pay for mileage reimbursement, and for wage statement violations.  The Court certified subclasses based only on alleged meal period and wage statement violations.  In June 2007, the Court granted the Company’s summary judgment motion as to the causes of action relating to the subclasses certified and dismissed those claims.  Plaintiff appealed.  The Court of Appeals sustained the dismissal.  The California Supreme Court granted review but deferred the matter pending disposition of a related issue in another case.
 
Other Items
 
We are a party to various claims, complaints, and other legal actions that have arisen in the normal course of business from time to time that are not described above.  We believe that it is unlikely that the outcome of these other pending legal proceedings including employment and tenant claims, in the aggregate, will have a material adverse impact upon our operations or financial position.
 

 

 
23

 

PART II
 
ITEM 5.                      Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
 
a.  
Market Information of the Registrant’s Common Equity:
 
Our Common Shares (NYSE: PSA), including those of Public Storage, Inc. prior to our reorganization in June 2007, have been listed on the New York Stock Exchange since October 19, 1984.  Our Depositary Shares each representing 1/1,000 of an Equity Share, Series A (NYSE:PSAA) (see section c. below), including those of Public Storage, Inc. prior to our reorganization in June 2007 have been listed on the New York Stock Exchange since February 14, 2000.
 
The following table sets forth the high and low sales prices of our Common Shares on the New York Stock Exchange composite tapes for the applicable periods.
 
     
Range
 
Year
Quarter
 
High
   
Low
 
2008
1st
  $ 94.98     $ 65.66  
 
2nd
    98.01       78.85  
 
3rd
    102.48       75.00  
 
4th
    105.87       52.52  
                   
2009
1st
    79.88       45.35  
 
2nd
    68.97       53.32  
 
3rd
    79.47       61.35  
 
4th
    85.10       70.76  
 
The following table sets forth the high and low sales prices of our Depositary Shares Each Representing 1/1,000 of an Equity Share, Series A on the New York Stock Exchange composite tapes for the applicable periods.
 

     
Range
 
Year
Quarter
 
High
   
Low
 
2008
1st
  $ 26.00     $ 24.14  
 
2nd
    26.33       25.05  
 
3rd
    26.50       24.50  
 
4th
    26.05       18.12  
                   
2009
1st
    25.00       21.38  
 
2nd
    25.40       21.39  
 
3rd
    25.68       24.17  
 
4th
    32.35       25.10  

 
As of February 15, 2010, there were approximately 18,788 holders of record of Common Shares and approximately 9,190 holders of Depositary Shares Each Representing 1/1,000 of an Equity Share, Series A.
 
b.  
Dividends
 
We have paid quarterly distributions to our shareholders since 1981, our first full year of operations.  During 2009, we paid distributions to our common shareholders of $0.55 per common share for each of the quarters ended March 31, June 30, September 30 and December 31.  Total distributions on common shares for 2009 amounted to $370.4 million or $2.20 per share.  During 2008, we paid distributions to our common shareholders of $0.55 per common share for each of the quarters ended March 31, June 30 and September 30, and a distribution of $1.15 per common share (including a $0.60 per share special dividend) for the quarter ended December 31.  Total distributions on common shares for 2008 amounted to $470.8 million or $2.80 per share.  Included in these amounts are $101.0 million or $0.60 per common share with respect to a special cash dividend paid in December 2008.  During 2007, we paid distributions to our common shareholders of $0.50 per common share for each of the quarters ended March 31, June 30, September 30 and December 31.  Total distributions on common shares for 2007 amounted to $338.7 million or $2.00 per share.
 
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Holders of common shares are entitled to receive distributions when and if declared by our Board of Trustees out of any funds legally available for that purpose.  In order to maintain our REIT status for federal income tax purposes, we are generally required to pay dividends at least equal to 90% of our real estate investment trust taxable income for the taxable year (for this purpose, certain dividends paid in the subsequent year may be taken into account). We intend to continue to pay distributions sufficient to permit us to maintain our REIT status.
 
 
For Federal income tax purposes, distributions to shareholders are treated as ordinary income, capital gains, return of capital or a combination thereof.  For 2009, the dividends paid on common shares ($2.20 per share), on all the various classes of preferred shares, and on our Equity Shares, Series A were classified as follows:
   
   
1st Quarter
   
2nd Quarter
   
3rd Quarter
   
4th Quarter
 
Ordinary Income                               
    100.0000 %     100.0000 %     98.5716 %     100.0000 %
Long-term Capital Gain
    0.0000 %     0.0000 %     1.4284 %     0.0000 %
Total                               
    100.0000 %     100.0000 %     100.0000 %     100.0000 %
 

For 2008, the dividends paid on common shares ($2.80 per share), on all the various classes of preferred shares, and on our Equity Shares, Series A were classified as follows:
   
   
1st Quarter
   
2nd Quarter
   
3rd Quarter
   
4th Quarter
 
Ordinary Income                               
    99.9668 %     99.6512 %     99.8319 %     100.0000 %
Long-term Capital Gain
    0.0332 %     0.3488 %     0.1681 %     0.0000 %
Total                               
    100.0000 %     100.0000 %     100.0000 %     100.0000 %
 
c.  
Equity Shares
 
The Company is authorized to issue 100,000,000 Equity Shares.  Our declaration of trust provides that the Equity Shares may be issued from time to time in one or more series and gives the Board of Trustees broad authority to fix the dividend and distribution rights, conversion and voting rights, redemption provisions and liquidation rights of each series of Equity Shares.
 
At December 31, 2009, we had 8,377,193 Depositary Shares outstanding, each representing 1/1,000 of an Equity Share, Series A.  The Equity Shares, Series A rank on a parity with our common shares and junior to the Senior Preferred Shares with respect to distributions and liquidation and has a liquidation amount which cannot exceed $24.50 per share.  Distributions with respect to each depositary share shall be the lesser of: a) five times the per share dividend on the Common Shares or b) $2.45 per annum.  Except in order to preserve the Company’s Federal income tax status as a REIT, we may not redeem the depositary shares before March 31, 2010.  If the Company fails to preserve its Federal income tax status as a REIT, each depositary share will be convertible into 0.956 of our common shares.  The depositary shares are otherwise not convertible into common shares.  Holders of depositary shares vote as a single class with our holders of common shares on shareholder matters, but the depositary shares have the equivalent of one-tenth of a vote per depositary share.  We have no obligation to pay distributions on the depositary shares if no distributions are paid to common shareholders.  During 2009, 2008 and 2007, we paid quarterly distributions to the holders of the Equity Shares, Series A of $0.6125 per share for each of the quarters ended March 31, June 30, September 30 and December 31.  Pursuant to our option to redeem the security after March 31, 2010, on April 15, 2010, we will be redeeming all of our outstanding shares of Equity Shares, Series A at a cash redemption price of $24.50 per depositary share, or an aggregate of $205.2 million.  Since the initial issuance of these securities, the annual dividend paid has been $2.45 per depository share, representing an implied yield of 10%.
 
25

 
In November 1999, we sold $100,000,000 (4,289,544 shares) of Equity Shares, Series AAA (“Equity Shares AAA”) to a newly formed joint venture.  The Equity Shares AAA ranks on a parity with common shares and junior to the Senior Preferred Shares with respect to general preference rights, and has a liquidation amount equal to 120% of the amount distributed to each common share. Annual distributions per share are equal to the lesser of (i) five times the amount paid per common share or (ii) $2.1564. We have no obligation to pay distributions if no distributions are paid to common shareholders.  During 2009, 2008 and 2007, we paid quarterly distributions to one of our wholly-owned subsidiaries, which is the holder of the Equity Shares, Series AAA of $0.5391 per share for each of the quarters ended March 31, June 30, September 30 and December 31.


d.  
Common Share Repurchases
 
Our Board of Trustees has authorized the repurchase from time to time of up to 35,000,000 of our common shares on the open market or in privately negotiated transactions.  During 2007 and 2009, we did not repurchase any of our common shares.  During 2008, we repurchased 1,520,196 common shares for approximately $111.9 million.  From the inception of the repurchase program through February 26, 2010, we have repurchased a total of 23,721,916 common shares at an aggregate cost of approximately $679.1 million.  Our common share repurchase program does not have an expiration date and there are 11,278,084 common shares that may yet be repurchased under our repurchase program as of December 31, 2009.  During the year ended December 31, 2009, we did not repurchase any of our common shares outside our publicly announced repurchase program.  Future levels of common share repurchases will be dependent upon our available capital, investment alternatives, and the trading price of our common shares.
 
 

 

 
26

 
 
ITEM 6.                      Selected Financial Data
 
   
For the year ended December 31,
 
   
2009
   
2008 (1)(2)
   
2007 (1)(2)
   
2006 (1)(2)
   
2005 (2)
 
   
(Amounts in thousands, except per share data)
 
Revenues:
                             
Rental income and ancillary operations
  $ 1,597,889     $ 1,687,438     $ 1,775,785     $ 1,317,963     $ 1,012,264  
Interest and other income                                                       
    29,813       36,155       11,417       31,799       16,447  
      1,627,702       1,723,593       1,787,202       1,349,762       1,028,711  
Expenses:
                                       
Cost of operations (excluding depreciation)
    522,939       555,618       631,154       471,725       352,343  
Depreciation and amortization                                                       
    340,233       411,981       619,598       435,496       193,167  
General and administrative                                                       
    35,735       62,809       59,749       84,661       21,115  
Interest expense                                                       
    29,916       43,944       63,671       33,062       8,216  
      928,823       1,074,352       1,374,172       1,024,944       574,841  
Income from continuing operations before equity in earnings of real estate entities, gain (loss) on disposition of real estate investments, gain on early retirement of debt, casualty gain or loss, and foreign currency exchange gain (loss) - net
     698,879        649,241        413,030        324,818        453,870  
Equity in earnings of real estate entities
    53,244       20,391       12,738       11,895       24,883  
Gain on disposition of real estate investments, early retirement of debt and casualty gain or loss, net
     37,540        336,020        5,212        2,177        1,182  
Foreign currency exchange gain (loss)
    9,662       (25,362 )     58,444       4,262       -  
Income from continuing operations
    799,325       980,290       489,424       343,152       479,935  
Discontinued operations and cumulative effect of change in accounting principle
    (8,869 )     (6,418 )     (2,346 )      2,757        9,109  
Net income
    790,456       973,872       487,078       345,909       489,044  
Net income allocated from (to) noncontrolling equity interests
     44,165       (38,696 )     (29,543 )     (31,883 )     (32,651 )
Net income allocable to Public Storage shareholders
  $ 834,621     $ 935,176     $ 457,535     $ 314,026     $ 456,393  
                                         
Per Common Share:
                                       
Distributions                                                         
  $ 2.20     $ 2.80     $ 2.00     $ 2.00     $ 1.90  
                                         
Net income – Basic                                                         
  $ 3.48     $ 4.19     $ 1.18     $ 0.33     $ 1.98  
Net income – Diluted                                                         
  $ 3.47     $ 4.18     $ 1.17     $ 0.33     $ 1.97  
                                         
Weighted average common shares – Basic
    168,358       168,250       169,342       142,760       128,159  
Weighted average common shares – Diluted
    168,768       168,675       169,850       143,344       128,686  
                                         
Balance Sheet Data:
                                       
Total assets                                                         
  $ 9,805,645     $ 9,936,045     $ 10,643,102     $ 11,198,473     $ 5,552,486  
Total debt                                                         
  $ 518,889     $ 643,811     $ 1,069,928     $ 1,848,542     $ 149,647  
Public Storage shareholders’ equity                                                         
  $ 8,928,407     $ 8,708,995     $ 8,763,129     $ 8,208,045     $ 4,817,009  
Permanent noncontrolling interests’ equity
  $ 132,974     $ 358,109     $ 500,127     $ 499,178     $ 253,970  
                                         
Other Data:
                                       
Net cash provided by operating activities
  $ 1,112,857     $ 1,076,971     $ 1,047,652     $ 769,440     $ 691,327  
Net cash provided by (used in) investing activities
  $ (91,409 )   $ 340,018     $ (261,876 )   $ (473,630 )   $ (452,425 )
Net cash used in financing activities
  $ (938,401 )   $ (984,076 )   $ (1,081,504 )   $ (244,395 )   $ (121,146 )
 
(1)  
The significant increase in our revenues, cost of operations, depreciation and amortization, and interest expense in 2006 and 2007, and the significant increase in total assets, total debt and shareholders’ equity in 2006, is due to our acquisition of Shurgard Storage Centers in August 2006.  The significant decrease in our revenues, cost of operations, depreciation and amortization, and interest expense in 2008, and the significant decrease in total assets, total debt and other equity in 2008, is due to our disposition of an interest in Shurgard Europe on March 31, 2008.  See Note 3 to our December 31, 2009 consolidated financial statements for further information.
 
 
(2)  
As further discussed in Note 2 to our December 31, 2009 consolidated financial statements, certain amounts have been restated as a result of the application of certain new accounting standards on January 1, 2009, which standards required retroactive application.
 

 
27

 

ITEM 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The following discussion and analysis should be read in conjunction with our consolidated financial statements and notes thereto.
 
Forward Looking Statements:> This Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws. All statements in this document, other than statements of historical fact, are forward-looking statements which may be identified by the use of the words "expects,"   "believes,"   "anticipates,"  "plans," "would," "should," "may," "estimates" and similar expressions.  These forward-looking statements involve known and unknown risks and uncertainties, which may cause Public Storage's actual results and performance to be materially different from those expressed or implied in the forward-looking statements.  As a result, you should not rely on any forward-looking statements in this report, or which management may make orally or in writing from time to time, as predictions of future events nor guarantees of future performance.  We caution you not to place undue reliance on forward-looking statements, which speak only as the date of this report or as of the dates indicated in the statements.  All of our forward-looking statements, including those in this report, are qualified in their entirety by this statement.  We expressly disclaim any obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, new estimates, or other factors, events or circumstances after the date of this document, except where expressly required by law.  Accordingly, you should use caution in relying on past forward-looking statements to anticipate future results.
 
Factors and risks that may impact our future results and performance include, but are not limited to, those described in Item 1A, "Risk Factors" and in our other filings with the Securities and Exchange Commission. (“SEC”).
 
Critical Accounting Policies

Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our consolidated financial statements, which have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”).  The preparation of our financial statements and related disclosures in conformity with GAAP and our discussion and analysis of our financial condition and results of operations requires management to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and accompanying notes.  The notes to our December 31, 2009 consolidated financial statements, primarily Note 2, summarize the significant accounting policies and methods used in the preparation of our consolidated financial statements and related disclosures.

Management believes the following are critical accounting policies, the application of which has a material impact on the Company’s financial presentation.  That is, they are both important to the portrayal of our financial condition and results, and they require management to make judgments and estimates about matters that are inherently uncertain.

Qualification as a REIT – Income Tax Expense:>  We believe that we have been organized and operated, and we intend to continue to operate, as a qualifying REIT under the Internal Revenue Code and applicable state laws.  We also believe that Shurgard, prior to merging with us, qualified as a REIT.  A REIT generally does not pay corporate level federal income taxes on its REIT taxable income that is distributed to its shareholders, and accordingly, we do not pay federal income tax on the share of our REIT taxable income that is distributed to our shareholders.

We therefore do not estimate or accrue any federal income tax expense for income earned and distributed related to REIT operations.  This estimate could be incorrect, because due to the complex nature of the REIT qualification requirements, the ongoing importance of factual determinations and the possibility of future changes in our circumstances, we cannot be assured that we actually have satisfied or will satisfy the requirements for taxation as a REIT for any particular taxable year.  For any taxable year that we fail or have failed to qualify as a REIT and for which applicable relief provisions did not apply, we would be taxed at the regular corporate rates on all of our taxable income, whether or not we made or make any distributions to our shareholders.  Any resulting requirement to pay corporate income tax, including any applicable penalties or interest, could have a material adverse impact on our financial condition or results of operations.  Unless entitled to relief under specific statutory provisions, we also would not be eligible to elect REIT status for any taxable year prior to the fifth taxable year which begins after the first taxable year for which a REIT status was terminated.  There can be no assurance that we would be entitled to any statutory relief.  In addition, if Shurgard failed to qualify as a REIT, we would succeed to significant tax liabilities.
 
28


 
Impairment of Long-Lived Assets:>  Substantially all of our assets consist of real estate which are long-lived assets.  The evaluation of our long-lived assets for impairment includes determining whether indicators of impairment exist, which is a subjective process.  When any indicators of impairment are found, the evaluation of such long-lived assets then entails projections of future operating cash flows, which also involves significant judgment.  Future events, or facts and circumstances that currently exist, that we have not yet identified, could cause us to conclude in the future that our long-lived assets are impaired.  Any resulting impairment loss could have a material adverse impact on our financial condition and results of operations.

Estimated Useful Lives of Long-Lived Assets:> Substantially all of our assets consist of depreciable or amortizable long-lived assets.  We record depreciation and amortization expense with respect to these assets based upon their estimated useful lives.  Any change in the estimated useful lives of those assets, caused by functional or economic obsolescence or other factors, could have a material adverse impact on our financial condition or results of operations.

Accruals for Contingencies:> We are exposed to business and legal liability risks with respect to events that have occurred, but in accordance with GAAP, we have not accrued for certain potential liabilities because the loss is either not probable or not estimable or because we are not aware of the event.  Future events and the results of pending litigation could result in such potential losses becoming probable and estimable, which could have a material adverse impact on our financial condition or results of operations.  Significant unaccrued losses that we have determined are at least reasonably possible are described in Note 13 to our December 31, 2009 consolidated financial statements.

Accruals for Operating Expenses:>  Certain of our expenses are estimated based upon assumptions regarding past and future trends, such as losses for workers compensation and employee health plans, and estimated claims for our tenant reinsurance program.  Our property tax expense, which as a real estate operator represents one of our largest expenses totaling approximately $150 million in the year ended December 31, 2009, has significant estimated components.  Most notably, in certain jurisdictions we do not receive tax bills for the current fiscal year until after our earnings are finalized, and as a result, we must estimate tax expense based upon anticipated implementation of regulations and trends.  If these estimates and assumptions were incorrect, our expenses could be misstated.

Valuation of assets and liabilities acquired in business combinations:> We have estimated the fair value of real estate, intangible assets, debt, and the other assets and other liabilities acquired in business combinations, most notably the Shurgard Merger.  We have acquired these assets, in certain cases, with non-cash assets, most notably the 38.9 million shares that we issued to the Shurgard shareholders.  These estimates are based upon many assumptions, including interest rates, market values of land and buildings in the U.S. and Europe, estimated future cash flows from the tenant base in place at the time of the merger, and the recoverability of certain assets.  We believe that the assumptions used were reasonable, however, these assumptions were subject to a significant degree of judgment, and others could use different assumptions and therefore come to materially different conclusions as to the estimated values.  If estimated values had been different, our depreciation and amortization expense, interest expense, gain on disposition of an interest in Shurgard Europe, investments in real estate entities, real estate, debt, and intangible assets could be materially different.

Overview of Management’s Discussion and Analysis of Operations

Our principal business activities include the acquisition, development, ownership and operation of self-storage facilities which offer storage spaces for lease, generally on a month-to-month basis, for personal and business use.  We are the largest owner and operator of self-storage facilities in the U.S., and we have a 49% interest in Shurgard Europe, which we believe is the largest owner and operator of self-storage facilities in Europe.

 
29

 


We currently operate within three reportable segments: (i) Domestic Self-Storage, (ii) Europe Self-Storage and (iii) Commercial.  The Domestic Self-Storage segment comprises the direct and indirect ownership, development, and operation of storage facilities in the U.S.  Our Europe Self-Storage segment comprises our equity interest in the self-storage operations in Europe through our 49% ownership in Shurgard Europe and its associated activities in seven countries in Western Europe.  Our Commercial segment includes our commercial property operations, directly and through our 41% ownership interest in PS Business Parks, Inc. (“PSB”), a publicly traded REIT whose common stock trades on the New York Stock Exchange under the symbol “PSB” (as of December 31, 2009, PSB owned and operated 19.6 million rentable square feet of commercial space).  See “Investment in PSB” under “Equity in Earnings of Real Estate Entities” below for information regarding transactions related to our investment in PSB recorded during the year ended December 31, 2009.  Our other activities not allocated to any segment include (i) the reinsurance of policies against losses to goods stored by tenants in our self-storage facilities, (ii) merchandise sales at our self-storage facilities and (iii) management of self-storage facilities owned by third-party owners and domestic facilities owned by the affiliated entities that are not consolidated.  During 2009, we decided to terminate our containerized storage and truck rental operations.  Accordingly, the related results of operations have been included in discontinued operations on our consolidated statements of income.

Our self-storage facilities in the U.S. comprise approximately 93% of our operating revenue for the year ended December 31, 2009, and represent the primary driver of growth in our net income and cash flows from operations.  In addition, most of our ancillary revenues are derived at our self-storage facility locations, either from our existing self-storage customer base or from the customer traffic within our self-storage facilities.  Accordingly, a large portion of management time and focus is placed upon maximizing revenues and effectively managing expenses in our self-storage facilities.

The self-storage industry is subject to general economic conditions, particularly those that affect the disposable income and spending of consumers, as well as those that affect moving trends.  Due to the recessionary pressures in the U.S. and Europe, demand for self-storage space was soft in 2009 and continues to be soft.  As a result, we are experiencing downward pressure on occupancy levels, rental rates, and revenues in our self-storage facilities.

An important determinant of our long-term growth is the expansion of our asset base and deployment of capital.  Acquisitions of self-storage facilities have been minimal over the past two years as we continue to monitor seller expectations.  However, we believe that there may be more opportunities to acquire facilities from distressed sellers who, due to the constrained credit environment and pressure on cash flows due to the current difficult operating environment, face covenant violations or cannot refinance their existing debt as it comes due.  The timing and amount of these opportunities will be at least partially dependent upon whether lenders elect to pursue foreclosure, acceleration, or other remedies which could force a sale of the properties.  It is our belief that opportunities in 2009 have been limited due at least in part to lenders’ desire to extend loans rather than foreclose or accelerate.  There can be no assurance that any such opportunities will materialize in the future.
 
Historically we have developed and redeveloped self-storage facilities.  Our development activities have substantially ceased due to the existing economic environment and our belief that our capital can be more effectively put to use in other ways.

On February 12, 2009, we acquired $110.2 million (face amount) of our senior unsecured debt.  In addition, during the fourth quarter of 2008 and the first quarter of 2009, we acquired $352.7 million (face amount) of our preferred shares and units on the open market and in privately negotiated transactions for an aggregate acquisition cost of $237.4 million.  There could be opportunities for future acquisition of our own outstanding debt and equity securities, particularly if there were a return to the same acute turbulence in the credit and equity markets which occurred in late 2008 and early 2009.  Any future such transactions will depend upon our evaluation of the return of such investments relative to our other investment alternatives.  There can be no assurance that any future such transactions will occur or the potential yield on such transactions.
 
We have $763.8 million in cash and cash equivalents on hand at December 31, 2009, and continue to evaluate opportunities to effectively deploy this capital.

 
30

 


Results of Operations
 
Operating results for 2009 as compared to 2008: >Net income for the year ended December 31, 2009 was $790.5 million compared to $973.9 million for the same period in 2008, representing a decrease of $183.4 million.  This decrease is primarily due to (i) a gain of $344.7 million in the year ended December 31, 2008 related to our disposition of an interest in Shurgard Europe, (ii) a $37.9 million reduction in net operating income with respect to our Same Store Facilities described below, and (iii) an impairment charge included in discontinued operations with respect to intangible assets totaling $8.2 million in the year ended December 31, 2009, partially offset by (iv) a $49.9 million reduction in depreciation and amortization related to our domestic assets, primarily representing reduced intangible amortization, (v) a foreign exchange gain of $9.7 million during the year ended December 31, 2009 as compared to a loss of $25.4 million during the same period in 2008, (vi) a gain on disposition of $30.3 million related to an equity offering by PSB, and (vii) a reduction in general and administrative expenses due to $27.9 million in incentive compensation incurred in the year ended December 31, 2008 related to our disposition of an interest in Shurgard Europe.
 
Revenues for the Same Store Facilities decreased 3.2% or $46.1 million in the year ended December 31, 2009 as compared to the same period in 2008, due to a 2.8% reduction in realized rent per occupied square foot, combined with a 0.9% reduction in average occupancies.  Cost of operations for the Same Store Facilities decreased 1.8% or $8.2 million in the year ended December 31, 2009 as compared to the same period in 2008.  Net operating income for our Same Store Facilities decreased 3.9% or $37.9 million for the year ended December 31, 2009 as compared to the same period in 2008.
 
For the year ended December 31, 2009, net income allocable to our common shareholders was $586.0 million or $3.47 per common share on a diluted basis compared to $705.8 million or $4.18 per common share for the same period in 2008, representing a decrease of $119.8 million or $0.71 per common share on a diluted basis.  These decreases are primarily due to the net impact of the factors described above, offset by a $44.4 million reduction in earnings allocated to our preferred  unitholders and preferred shareholders in the year ended December 31, 2009 as compared to the same period in 2008 associated with the redemption of preferred securities occurring in both periods.
 
Operating results for 2008 as compared to 2007: >Net income for the year ended December 31, 2008 was $973.9 million compared to $487.1 million for the same period in 2007, representing an improvement of $486.8 million.  This improvement is primarily due to a gain of $344.7 million recognized on the disposition of a 51% interest in Shurgard Europe on March 31, 2008, improvements in net operating income with respect to our domestic self-storage facilities and a reduction in amortization of intangible assets, offset by a foreign currency exchange loss of $25.4 million for the year ended December 31, 2008 as compared to a foreign exchange gain of $58.4 million in 2007.
 
Comparisons of our revenues and expenses for the year ended December 31, 2008 to the year ended December 31, 2007 are significantly impacted by the acquisition by an institutional investor of a 51% interest in Shurgard Europe on March 31, 2008, which resulted in the deconsolidation of Shurgard Europe.  Shurgard Europe’s revenues and expenses after March 31, 2008 are excluded from our statement of operations and, instead, our 49% equity share of Shurgard Europe’s operating results are included in the line item “equity in earnings of real estate entities” and we also record interest and other income with respect to (i) the interest received on our intercompany loan from Shurgard Europe and (ii) license fee income.
 
For the year ended December 31, 2008, net income allocable to our common shareholders was $705.8 million or $4.18 per common share on a diluted basis compared to $199.0 million or $1.17 per common share for the same period in 2007, representing an increase of $506.8 million or $3.01 per common share on a diluted basis.  These increases are primarily due to the net impact of the factors described above, partially offset by a $33.9 million reduction in earnings allocated to our preferred shareholders in the year ended December 31, 2008 associated with the repurchase of securities.
 

 
31

 

Real Estate Operations
 
Self-Storage Operations:> Our self-storage operations are by far the largest component of our operating activities, representing more than 90% of our revenues for the years ended December 31, 2009, 2008 and 2007, respectively.
 
To enhance year-over-year comparisons, the table that follows summarizes, and the ensuing discussion describes, the operating results of three groups of facilities that management analyzes: (i) the Same Store group, representing the facilities in the Domestic Self-Storage Segment that we have owned and have been operating on a stabilized basis since January 1, 2007, (ii) all other facilities in the Domestic Self-Storage Segment, which are primarily those consolidated facilities that we have not owned and operated at a stabilized basis since January 1, 2007 such as newly acquired, newly developed, or recently expanded facilities, and (iii) the facilities operated by Shurgard Europe which were deconsolidated effective March 31, 2008.
 
Self-Storage Operations
Summary
 
Year Ended December 31,
   
Year Ended December 31,
 
   
2009
   
2008
   
Percentage
Change
   
2008
   
2007
   
Percentage
Change
 
   
(Dollar amounts in thousands)
 
Rental income:
                                   
Same Store Facilities                                  
  $ 1,389,515     $ 1,435,630       (3.2 )%   $ 1,435,630     $ 1,396,758       2.8 %
Other Facilities                                  
    100,777       88,665       13.7 %     88,665       71,039       24.8 %
Shurgard Europe Facilities (a)
    -       54,722       (100.0 )%     54,722       192,507       (71.6 )%
Total rental income                                
    1,490,292       1,579,017       (5.6 )%     1,579,017       1,660,304       (4.9 )%
Cost of operations:
                                               
Same Store Facilities                                  
    454,613       462,796       (1.8 )%     462,796       459,568       0.7 %
Other Facilities                                  
    32,315       31,640       2.1 %     31,640       27,936       13.3 %
Shurgard Europe Facilities (a)
    -       24,654       (100.0 )%     24,654       91,689       (73.1 )%
Total cost of operations
    486,928       519,090       (6.2 )%     519,090       579,193       (10.4 )%
Net operating income (b):
                                               
Same Store Facilities                                  
    934,902       972,834       (3.9 )%     972,834       937,190       3.8 %
Other Facilities                                  
    68,462       57,025       20.1 %     57,025       43,103       32.3 %
Shurgard Europe Facilities (a)
    -       30,068       (100.0 )%     30,068       100,818       (70.2 )%
Total net operating income
    1,003,364       1,059,927       (5.3 )%     1,059,927       1,081,111       (2.0 )%
Total depreciation and amortization expense
    (337,275 )     (409,081 )     (17.6 )%     (409,081 )     (617,028 )     (33.7 )%
Total net income                                  
  $ 666,089     $ 650,846       2.3 %   $ 650,846     $ 464,083       40.2 %
                                                 
Data for Same Store and Other Facilities:
                                         
Weighted average square foot occupancy during the period:
                                               
Same Store Facilities
    88.7 %     89.5 %     (0.9 )%     89.5 %     89.3 %     0.2 %
Other Facilities
    84.1 %     79.0 %     6.5 %     79.0 %     70.5 %     12.1 %
Realized rents per occupied square foot during the period (c):
                                               
Same Store Facilities
  $ 12.71     $ 13.08       (2.8 )%   $ 13.08     $ 12.77       2.4 %
Other Facilities
  $ 13.62     $ 14.01       (2.8 )%   $ 14.01     $ 14.35       (2.4 )%
Number of facilities at period end:
                                               
Same Store Facilities
    1,899       1,899       -       1,899       1,899       -  
Other Facilities
    92       91       1.1 %     91       82       11.0 %
Net rentable square footage at period end (in thousands):
                                               
Same Store Facilities
    117,462       117,462       -       117,462       117,462       -  
Other Facilities
    8,500       8,360       1.7 %     8,360       7,198       16.1 %
Square foot occupancy at period end:
                                               
Same Store Facilities
    87.1 %     87.1 %     -       87.1 %     87.9 %     (0.9 )%
Other Facilities
    84.9 %     80.0 %     6.1 %     80.0 %     71.5 %     11.9 %
 
32


 
Self-Storage Operations
Summary (Continued)
 
Year Ended December 31,
   
Year Ended December 31,
 
   
2009
   
2008
   
Percentage
Change
   
2008
   
2007
   
Percentage
Change
 
                                     
In place rents per occupied square foot at period end (d):
                                   
Same Store Facilities
  $ 13.46     $ 14.02       (4.0 )%   $ 14.02     $ 13.89       0.9 %
Other Facilities
  $ 14.65     $ 15.14       (3.2 )%   $ 15.14     $ 15.62       (3.1 )%

 
(a)
Represents the results with respect to Shurgard Europe’s properties for the periods consolidated in our financial statements.  As described in Note 3 to our December 31, 2009 consolidated financial statements, effective March 31, 2008, we deconsolidated Shurgard Europe.  See also “Equity in Earnings of Real Estate Entities – Investment in Shurgard Europe” for further analysis of the historical same store property operations of Shurgard Europe.
 
 
(b)
See “Net Operating Income or NOI” below.
 
 
(c)
Realized annual rent per occupied square foot is computed by annualizing the result of dividing rental income (which excludes late charges and administrative fees) by the weighted average occupied square feet for period.  Realized annual rent per occupied square foot takes into consideration promotional discounts and other items that reduce rental income from the contractual amounts due. Late charges and administrative fees are excluded from the computation of realized annual rent per occupied square foot.  Exclusion of these amounts provides a better measure of our ongoing level of revenue by excluding the volatility of late charges, which are dependent principally upon the level of tenant delinquency, and administrative fees, which are dependent principally upon the absolute level of move-ins for a period.
 
(d)  
In place annual rent per occupied square foot represents annualized contractual rents per occupied square foot without reductions for promotional discounts and excludes late charges and administrative fees.
 
Net income with respect to our self-storage operations increased by $15.2 million during the year ended December 31, 2009, when compared to the same period in 2008.  This was due to a) declining amortization of tenant intangible assets, b) a 1.8% reduction in cost of operations for the Same Store facilities, and c) a $12.1 million increase in revenues with respect to the Other Facilities, offset by d) a 3.2% decrease in revenues for our Same Store facilities and e) the deconsolidation of the facilities owned by Shurgard Europe effective April 1, 2008.  Net income with respect to our self-storage operations increased by $186.8 million during the year ended December 31, 2008, when compared to 2007 due to decreased amortization of tenant intangible assets and increased revenues for the Same Store facilities and the Other Facilities, offset partially by the deconsolidation of Shurgard Europe effective April 1, 2008.
 

 
33

 
 
 
 
Net Operating Income
 
We refer herein to net operating income (“NOI”) of our self-storage facilities, which is a non-GAAP (generally accepted accounting principles) financial measure that excludes the impact of depreciation and amortization expense.  Although depreciation and amortization are a component of GAAP net income, we believe that NOI is a meaningful measure of operating performance, because we utilize NOI in making decisions with respect to capital allocations, property performance, and comparing period-to-period and market-to-market property operating results.  In addition, we believe the investment community utilizes NOI in determining operating performance and real estate values, and does not consider depreciation expense as it is based upon historical cost.  NOI is not a substitute for net operating income after depreciation and amortization or net income in evaluating our operating results.  The following reconciles NOI generated by our self-storage and Shurgard Europe segments to our consolidated net income in our December 31, 2009 consolidated financial statements.
 
 
   
Year Ended December 31,
 
   
2009
   
2008
   
2007
 
   
(Amounts in thousands)
 
Net operating income:
                 
Same-store facilities                                          
  $ 934,902     $ 972,834     $ 937,190  
Other facilities                                          
    68,462       57,025       43,103  
Shurgard Europe facilities                                          
    -       30,068       100,818  
Total net operating income
    1,003,364       1,059,927       1,081,111  
Ancillary operating revenue
    107,597       108,421       115,481  
Interest and other income
    29,813       36,155       11,417  
Ancillary cost of operations
    (36,011 )     (36,528 )     (51,961 )
Depreciation and amortization
    (340,233 )     (411,981 )     (619,598 )
General and administrative expense
    (35,735 )     (62,809 )     (59,749 )
Interest expense
    (29,916 )     (43,944 )     (63,671 )
Equity in earnings of real estate entities
    53,244       20,391       12,738  
Gains on disposition of real estate investments and casualty losses, net
     33,426        336,020        5,212  
Gain on early debt retirement
    4,114       -       -  
Foreign currency exchange gain (loss)
    9,662       (25,362 )     58,444  
Discontinued operations
    (8,869 )     (6,418 )     (2,346 )
Net income of the Company
  $ 790,456     $ 973,872     $ 487,078  
 

 

 
34

 
 
 
 
Same Store Facilities
 
The “Same Store Facilities” represents those 1,899 facilities that we have owned, and have been operated on a stabilized basis, since January 1, 2007 and therefore provide meaningful comparisons for 2007, 2008, and 2009.  The following table summarizes the historical operating results of these 1,899 facilities (117.5 million net rentable square feet) that represent approximately 93% of the aggregate net rentable square feet of our U.S. consolidated self-storage portfolio at December 31, 2009.
 

SAME STORE FACILITIES
 
Year Ended December 31,
   
Year Ended December 31,
 
   
2009
   
2008
   
Percentage
Change
   
2008
   
2007
   
Percentage
Change
 
Revenues:
 
(Dollar amounts in thousands, except weighted average amounts)
 
Rental income
  $ 1,324,747     $ 1,375,484       (3.7 )%   $ 1,375,484     $ 1,339,637       2.7 %
Late charges and admin fees collected
    64,768       60,146       7.7 %     60,146       57,121       5.3 %
Total revenues (a)
    1,389,515       1,435,630       (3.2 )%     1,435,630       1,396,758       2.8 %
                                                 
Cost of operations:
                                               
Property taxes
    139,776       135,825       2.9 %     135,825       132,411       2.6 %
Direct property payroll
    94,262       94,303       0.0 %     94,303       93,152       1.2 %
Media advertising
    19,795       19,853       (0.3 )%     19,853       20,917       (5.1 )%
Other advertising and promotion
    20,079       18,235       10.1 %     18,235       18,778       (2.9 )%
Utilities
    34,636       36,411       (4.9 )%     36,411       35,094       3.8 %
Repairs and maintenance
    38,356       42,696       (10.2 )%     42,696       43,332       (1.5 )%
Telephone reservation center
    11,040       12,580       (12.2 )%     12,580       12,642       (0.5 )%
Property insurance
    9,761       11,391       (14.3 )%     11,391       13,498       (15.6 )%
Other cost of management
    86,908       91,502