-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NUHAZCGvAt4pGznyZpLBQWymod5PTg1Y4S/EJGqlPUayOKL5ovhOynM35KSXVkbj SrK3jaNChr2bktTIwsRx/Q== 0000318380-04-000011.txt : 20040315 0000318380-04-000011.hdr.sgml : 20040315 20040312214900 ACCESSION NUMBER: 0000318380-04-000011 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 12 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUBLIC STORAGE INC /CA CENTRAL INDEX KEY: 0000318380 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 953551121 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08389 FILM NUMBER: 04667560 BUSINESS ADDRESS: STREET 1: 701 WESTERN AVE STREET 2: STE 200 CITY: GLENDALE STATE: CA ZIP: 91201-2349 BUSINESS PHONE: (818) 244-8080 MAIL ADDRESS: STREET 1: 701 WESTERN AVE STREET 2: SUITE 200 CITY: GLENDALE STATE: CA ZIP: 91201 FORMER COMPANY: FORMER CONFORMED NAME: STORAGE EQUITIES INC DATE OF NAME CHANGE: 19920703 10-K 1 q403psi_10k.txt PUBLIC STORAGE 10K 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, 2003 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: 1-8389 PUBLIC STORAGE, INC. -------------------- (Exact name of Registrant as specified in its charter) California 95-3551121 - ---------------------------------------- -------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 701 Western Avenue, Glendale, California 91201-2349 - ---------------------------------------- -------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (818) 244-8080. -------------- Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange Title of each class on which registered - -------------------------------------------------------------------------------- ----------------------- 9.500% Cumulative Preferred Stock, Series D, $.01 par value..................... New York Stock Exchange 10.000% Cumulative Preferred Stock, Series E, $.01 par value.................... New York Stock Exchange 9.750% Cumulative Preferred Stock, Series F, $.01 par value..................... New York Stock Exchange Depositary Shares Each Representing 1/1,000 of a Share of 8.750% Cumulative Preferred Stock, Series M, $.01 par value.................................. New York Stock Exchange Depositary Shares Each Representing 1/1,000 of a Share of 8.600% Cumulative Preferred Stock, Series Q, $.01 par value.................................. New York Stock Exchange Depositary Shares Each Representing 1/1,000 of a Share of 8.000% Cumulative Preferred Stock, Series R, $.01 par value.................................. New York Stock Exchange Depositary Shares Each Representing 1/1,000 of a Share of 7.875% Cumulative Preferred Stock, Series S, $.01 par value.................................. New York Stock Exchange Depositary Shares Each Representing 1/1,000 of a Share of 7.625% Cumulative Preferred Stock, Series T, $.01 par value.................................. New York Stock Exchange Depositary Shares Each Representing 1/1,000 of a Share of 7.625% Cumulative Preferred Stock, Series U, $.01 par value.................................. New York Stock Exchange Depositary Shares Each Representing 1/1,000 of a Share of 7.500% Cumulative Preferred Stock, Series V $.01 par value................................... New York Stock Exchange Depositary Shares Each Representing 1/1,000 of a Share of 6.500% Cumulative Preferred Stock, Series W $.01 par value................................... New York Stock Exchange Depositary Shares Each Representing 1/1,000 of a Share of 6.450% Cumulative Preferred Stock, Series X $.01 par value................................... New York Stock Exchange Depositary Shares Each Representing 1/1,000 of a Share of 6.250% Cumulative Preferred Stock, Series Z $.01 par value................................... New York Stock Exchange Depositary Shares Each Representing 1/1,000 of a Share of Equity Stock, Series A, $.01 par value............................................................. New York Stock Exchange Common Stock, $.10 par value.................................................... New York Stock Exchange, Pacific Exchange
Securities registered pursuant to Section 12(g) of the Act: None - --------------------------------------------------- (Title of class) - ---------------------------------------------------- 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. [ X ] Yes [ ] 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 the Form 10-K. [ ] Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act) Yes [ X ] No [ ] The aggregate market value of the voting and non-voting common stock held by non-affiliates of the Registrant as of June 30, 2003: Common Stock, $0.10 Par Value - $2,616,897,000 (computed on the basis of $33.87 per share which was the reported closing sale price of the Company's Common Stock on the New York Stock Exchange on June 30, 2003). Depositary Shares Each Representing 1/1,000 of a Share of Equity Stock, Series A, $.01 Par Value - $211,681,000 (computed on the basis of $28.40 per share which was the reported closing sale price of the Depositary Shares each Representing 1/1,000 of a Share of Equity Stock, Series A on the New York Stock Exchange on June 30, 2003). The number of shares outstanding of the registrant's classes of common stock as of March 5, 2004: Common Stock, $.10 Par Value - 127,898,544 shares - ------------------------------------------------- Depositary Shares Each Representing 1/1,000 of a Share of Equity Stock, Series - ------------------------------------------------------------------------------ A, $.01 Par Value - 8,776,102 depositary shares (representing 8,776.102 shares - ------------------------------------------------------------------------------ of Equity Stock, Series A) - -------------------------- Equity Stock, Series AA, $.01 Par Value - 225,000 shares - -------------------------------------------------------- Equity Stock, Series AAA, $.01 Par Value - 4,289,544 shares - ----------------------------------------------------------- DOCUMENTS INCORPORATED BY REFERENCE Portions of the proxy statement to be filed in connection with the annual shareholders' meeting to be held in 2004 are incorporated by reference into Part III. 2 PART I ITEM 1. Business Forward Looking Statements - -------------------------- When used within this document, the words "expects," "believes," "anticipates," "should," "estimates," and similar expressions are intended to identify "forward-looking statements" within the meaning of that term in Section 27A of the Securities Exchange Act of 1933, as amended, and in Section 21F of the Securities Exchange Act of 1934, as amended. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors, which may cause the actual results and performance of the Company to be materially different from those expressed or implied in the forward looking statements. Such factors are described in Item 1A, "Risk Factors" and include changes in general economic conditions and in the markets in which the Company operates and the impact of competition from new and existing storage and commercial facilities and other storage alternatives, which could impact rents and occupancy levels at the Company's facilities; difficulties in the Company's ability to evaluate, finance and integrate acquired and developed properties into the Company's existing operations and to fill up those properties, which could adversely affect the Company's profitability; the impact of the regulatory environment as well as national, state, and local laws and regulations including, without limitation, those governing Real Estate Investment Trusts, which could increase the Company's expense and reduce the Company's cash available for distribution; consumers' failure to accept the containerized storage concept which would reduce the Company's profitability; difficulties in raising capital at reasonable rates, which would impede the Company's ability to grow; delays in the development process, which could adversely affect the Company's profitability; and economic uncertainty due to the impact of war or terrorism could adversely affect our business plan. We disclaim any obligation to publicly release the results of any revisions to these forward-looking statements reflecting new estimates, events or circumstances after the date of this report. General - ------- Public Storage, Inc. (the "Company") is an equity real estate investment trust ("REIT") organized as a corporation under the laws of California on July 10, 1980. We are a fully integrated, self-administered and self-managed real estate investment trust ("REIT") that acquires, develops, owns and operates storage facilities. We are the largest owner and operator of storage space in the United States with direct and indirect equity investments in 1,410 storage facilities containing approximately 85.2 million square feet of net rentable space at December 31, 2003. Our common stock is traded on the New York Stock Exchange under the symbol "PSA". We also have a 44% ownership interest in PS Business Parks, Inc., which, as of December 31, 2003, owned and operated commercial properties containing approximately 18.3 million net rentable square feet of space. PS Business Parks, Inc. is a public REIT whose common stock trades on the American Stock Exchange under the symbol "PSB." We have elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended. To the extent that the Company continues to qualify as a REIT, it will not be subject to tax, with certain limited exceptions, on the taxable income that is distributed to our shareholders. The Company has reported annually to the Securities and Exchange Commission ("SEC") on Form 10-K, which includes financial statements certified by independent public accountants. The Company has also reported quarterly to the Securities and Exchange Commission on Form 10-Q, and includes unaudited financial statements with such filings. The Company expects to continue such reporting. The Company's website is www.publicstorage.com, and the Company makes available free of charge on its website its reports on Forms 10-K, 10-Q, and 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. 3 Management - ---------- Ronald L. Havner, Jr. (46) was appointed as a director, vice chairman, and chief executive officer of the Company on November 7, 2002. Mr. Havner has been employed by Public Storage or its affiliates in various financial and operational capacities since 1986 and served as senior vice president and chief financial officer of the Company from November 1991 until December 1996 when he became chairman, president, and chief executive officer of PS Business Parks, Inc., ("PSB") an affiliate of the Company. Mr. Havner continues as chairman of PSB. B. Wayne Hughes (70) is chairman of the board of directors, a position he has held since 1991. Mr. Hughes plans to remain active in the Company's business, focusing primarily on strategic and marketing initiatives. Mr. Hughes established the Public Storage Organization in 1972 and has managed the Company through several market cycles. Our executive management team and their years of experience with the Company are as follows: Harvey Lenkin (67), President and Chief Operating Officer, 26 years; John Reyes (43), Senior Vice President - Chief Financial Officer, 13 years; and John S. Baumann (43), Senior Vice President - Chief Legal Officer, who joined the Company in June 2003. Our senior management has a significant ownership position in the Company with executive officers, directors and their families owning approximately 46.7 million shares or 37% of the common stock as of March 11, 2004. Investment Objective - -------------------- Our primary objective is to increase the value of each share through internal growth (by increasing funds from operations and cash available for distribution) and acquisitions of additional real estate investments and development of real estate facilities. We believe that our access to capital, geographic diversification and operating efficiencies resulting from our size will enhance our ability to achieve this objective. Competition - ----------- Competition in the market areas in which we operate is significant and affects the occupancy levels, rental rates and operating expenses of certain of our facilities. The continued development of new storage facilities has intensified the competition among storage operators in many market areas in which we operate. In seeking investments, we compete with a wide variety of institutions and other investors. An increase in the amount of funds available for real estate investments may increase competition for ownership interests in facilities and may reduce yields. We believe that the significant operating and financial experience of our executive officers and directors, combined with the Company's capital structure, national investment scope, geographic diversity, economies of scale and the "Public Storage" name, should enable us to compete effectively with other entities. In recent years consolidation has occurred in the fragmented storage industry. In addition to the Company, there are two other publicly traded REITs and numerous private regional and local operators operating in the self-storage industry. We believe that we are well positioned to capitalize on this consolidation trend due to our demonstrated access to capital and national presence. 4 Business Attributes - ------------------- We believe that the Company possesses several primary business attributes that permit us to compete effectively: Comprehensive distribution system and national telephone reservation system: Our facilities are part of a comprehensive distribution system encompassing standardized procedures, integrated reporting and information networks and centralized marketing. This distribution system is designed to maximize revenue through pricing and occupancy. A significant component of our distribution system is our national telephone reservation center, 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 national telephone reservation system enhances our ability to market storage space. Containerized storage option: Historically, we offered storage spaces for rent through our traditional self-storage facilities whereby customers would transport their goods to the facility and rent a space to store their goods. In late 1996, we organized Public Storage Pickup and Delivery, Inc. as a separate corporation and a related partnership (the corporation and partnership are collectively referred to as "PSPUD") to operate storage facilities that rent portable storage containers to customers for storage in central facilities. Management adopted a business plan in 2002 that included the closure of 22 non-strategic containerized storage facilities of the 55 facilities opened at December 31, 2001. During 2003, an additional nine facilities were identified as non-strategic and scheduled for closure. As of December 31, 2003, six of the 31 facilities scheduled for closure were still in operation - however, these facilities are in the process of closing which may take until the end of the second quarter of 2004 to close. The concept of PSPUD is to provide an alternative to a traditional self-storage facility. PSPUD delivers a storage container(s) to the customer's location where the customer, at his convenience, packs his goods into the storage container. PSPUD will subsequently return to the customer's location to retrieve the storage container(s) for storage in a central facility. At December 31, 2003, PSPUD had 24 facilities (excluding certain facilities that are in the process of being closed) in operation in 11 states. Retail operations: The Company has historically sold retail items associated with the storage business and rented trucks at its storage facilities. In order to supplement and strengthen the existing self-storage business by further meeting the needs of storage customers, the Company has expanded its retail activities over the last five years. In addition, full-service retail stores have been retrofitted to some existing storage facility rental offices or "built-in" as part of the development of new storage facilities, both in high traffic, high visibility locations. The strategic objective of these retail stores is to provide a retail environment to (i) rent spaces for the attached storage facility, (ii) rent spaces for the other Public Storage facilities in adjacent neighborhoods, (iii) sell locks, boxes and packing materials and (iv) rent trucks and other moving equipment. Tenant insurance program: On December 31, 2001, the Company purchased all of the capital stock of PS Insurance Company, Ltd., from Mr. Hughes and members of his family. This insurance company reinsures policies issued to our tenants against lost or damaged goods stored by tenants in the Company's storage facilities. This subsidiary receives the premiums and bears the risks associated with the re-insurance. The Company believes that this insurance operation will continue to further supplement and strengthen the existing self-storage business and provide an additional source of earnings for the Company. 5 Economies of scale: We are the largest provider of storage space in the industry. As of December 31, 2003, we operated 1,410 storage facilities in which we had an interest and managed 29 storage facilities for third parties. These facilities are in markets within 37 states. At December 31, 2003, we had over 714,000 spaces rented. The size and scope of the operations have enabled us to achieve a high level of profit margins and low level of administrative costs relative to revenues. Brand name recognition: Our operations are conducted under the "Public Storage" brand name, which we believe is the most recognized and established name in the self-storage industry. Our storage operations are conducted in 37 states, giving us national recognition and prominence. We focus our operations within those states in the major metropolitan markets. This concentration establishes us as one of the largest providers of storage space in each market that we operate in and enables us to use a variety of promotional activities, such as television advertising as well as targeted discounting and referrals which are generally not economically viable for most of our competitors. Growth and Investment Strategies - -------------------------------- Our growth strategies consist of: (i) improving the operating performance of our stabilized existing traditional self-storage properties, (ii) acquiring additional interests in entities that own properties operated by the Company, (iii) acquiring interests in properties that are owned or operated by others, (iv) developing properties in selected markets, (v) improving the operating performance of the containerized storage operations and repurpose real estate previously used for the containerized storage operations, and (vi) participating in the growth of commercial facilities owned primarily by PS Business Parks, Inc. These strategies are described as follows: Improve the operating performance of existing properties: We seek to increase the net cash flow generated by our existing stabilized traditional self-storage properties by a) regularly evaluating our call volume, reservation activity, and move-in/move-out rates for each of our markets 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 and rental rates, and d) controlling expense levels. We believe that our property management personnel and systems, combined with the national telephone reservation system, will continue to enhance our ability to meet these goals. Acquire properties operated and partially owned by the Company: In addition to our wholly owned storage facilities, we operate storage facilities on behalf of other entities in which we have partial equity interests. From time to time, interests in these storage facilities are available for purchase, providing us with a source of additional acquisition opportunities. We believe these properties include some of the better-located and better-constructed storage facilities in the industry. Because we manage these properties, we have reliable operating information prior to acquisition, and these properties are easily integrated into our portfolio. The amount of such potential acquisition opportunities has decreased over the last several years as we have continued to acquire such interests. Such potential remaining acquisition opportunities include the remaining equity interests that we do not own in the entities described as "Other Investments" in Note 6 to the Company's consolidated financial statements for the year ended December 31, 2003, as well as the "Other Partnership Interests" in Note 9 to the Company's consolidated financial statements for the year ended December 31, 2003. Acquire properties owned or operated by others: We believe our presence in and knowledge of substantially all of the major markets in the United States enhances our ability to identify attractive acquisition opportunities and capitalize on the overall fragmentation in the storage industry. We maintain local market information on rates, occupancy and competition in each of the markets in which we operate. Develop properties in selected markets: Since 1995, the Company and its joint venture partnerships (described below in "Financing of the Company's Growth Strategies") have opened a total of 133 facilities, including 24 facilities in 1999, 27 facilities in 2000, 22 facilities in 2001, 16 facilities in 2002 and 14 facilities in 2003. As of December 31, 2003, the Company has a development "pipeline" of 38 self-storage facilities and expansions to existing storage facilities with an aggregate estimated cost of approximately $156.3 million. 6 Development of these facilities is subject to significant contingencies such as obtaining appropriate governmental agency approvals. The Company continues to seek attractive sites for development of additional storage facilities and evaluates existing sites for expansion or enhancement opportunities. Improve the operating performance of containerized storage operations and repurpose real estate space previously used by the containerized storage operations: During 2002 and 2003, management closed certain non-strategic containerized storage facilities (the "Closed Facilities"), with the number of PSPUD's facilities decreasing from 55 at December 31, 2001 to 24 at December 31, 2003. Certain of the Closed Facilities were operated in real estate facilities owned by the Company. Through December 31, 2003, the Company had converted 208,000 net rentable square feet of industrial space previously used by the Closed Facilities into self-storage space, and was in the process of converting another 779,000 net rentable square feet of such space. As with the traditional self-storage facilities, PSPUD believes that the containerized storage business experiences seasonal fluctuations in occupancy levels with occupancies generally higher in the summer months than in winter months. There can be no assurance as to the level of PSPUD's expansion, level of gross rentals, level of move-outs or profitability. Management continues to evaluate the optimum level of containerized facility operations in each market in which it operates. Participate in the growth of commercial facilities owned primarily by PS Business Parks, Inc.: On January 2, 1997, we reorganized our commercial property operations into a separate private REIT. The private REIT contributed its assets to a newly created operating partnership (the "Operating Partnership") in exchange for a general partnership interest and limited partnership interests. During 1997, the Company and certain partnerships in which the Company has a controlling interest contributed substantially all of their commercial properties to the Operating Partnership in exchange for limited partnership interests or to the private REIT in exchange for common stock. On March 17, 1998, the private REIT merged into Public Storage Properties XI, Inc., a publicly traded REIT and an affiliate of the Company and the name of the surviving corporation was changed to PS Business Parks, Inc. (the REIT and the related Operating Partnership are hereinafter referred to collectively as "PSB"). The Company has a 44% common equity interest in PSB as of December 31, 2003, comprised of 5,418,273 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, 2003, PSB owned and operated approximately 18.3 million net rentable square feet of commercial space located in eight states. In addition to our investment in PSB, we have direct interests in three commercial facilities with an aggregate of 204,000 net rentable square feet. In addition, certain of the Company's self-storage facilities rent a total of 1,187,000 net rentable square feet of commercial space at the same location. This commercial space is managed by PSB pursuant to management agreements. Policies with respect to investing activities: Following are the Company's policies with respect to certain other investing strategies, each of which may be entered into without a vote of shareholders: o Making loans to other entities: The Company has made loans in connection with the sale of properties, has made short-term loans to PS Business Parks, Inc. in the last three years and may make loans to third parties as part of its investment objectives. However, the Company does not expect such items to be a significant part of its investing activities. o Investing in the securities of other issuers for the purpose of exercising control: There have been two instances in the past four years where the Company has invested in the securities of another publicly-held REIT, one which resulted in control of that REIT (the merger with Storage Trust in 1999), and one that did not. The Company may engage in these activities in the future as a component of its real estate acquisition strategy. The Company also owns partnership interests in various consolidated and unconsolidated partnerships. See "Investments in Real Estate and Real Estate Entities." 7 o Underwriting securities of other issuers: The Company has not engaged in this activity in the last three years, and does not intend to in the future. o Short-term investing: The Company has not engaged in investments in real estate or real estate entities on a short-term basis in the last three years with the exception of the aforementioned investments in the securities of other REITs. Instead, historically, the Company has acquired real estate assets and held them for an extended period of time. The Company does not anticipate any such short-term investments. o Repurchasing or reacquiring the Company's shares or other securities: The Board of Directors has authorized the repurchase from time to time of up to 25,000,000 shares of the Company's common stock on the open market or in privately negotiated transactions. Cumulatively through March 10, 2004, we repurchased a total of 21,672,020 shares of common stock at an aggregate cost of approximately $541,863,000. Cumulatively through March 10, 2004, we have called for redemption or repurchased $954.5 million of our senior preferred stock and $80.0 million of our preferred partnership units for cash, representing a refinancing of these securities into lower-coupon preferred securities. Any future repurchases of the Company's common stock will depend primarily upon the attractiveness of repurchases compared to our other investment alternatives. Future redemptions or repurchases of the Company's preferred securities, which will become available for redemption or repurchase on their respective call dates, will be dependent upon the spread between market rates and the coupon rates of these securities. Financing of the Company's Growth Strategies - -------------------------------------------- Overview of Financing Strategy: Over the past three years we have funded substantially all of our acquisitions with permanent capital (retained cash flow as well as common and 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 "Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources." Our present intent is to continue to finance substantially all our growth with permanent capital. Borrowings: We have in the past used our $200 million line of credit described below under "Borrowings" as temporary "bridge" financing, and repaid those amounts with permanent capital. In the last four years, the only additional long-term debt we have incurred has been assumed in connection with property acquisitions, most notably the merger with Storage Trust in 1999 wherein we assumed $100 million in senior unsecured notes. While it is not our present intention to issue debt as a long-term financing strategy, we have broad powers to borrow in furtherance of our objectives without a vote of our shareholders. These powers are subject to a limitation on unsecured borrowings in the Company's Bylaws described in "Limitations on Borrowings" below. Issuance of Senior Securities: The Company has in the last three years, and expects to continue, to issue additional series of preferred stock that are senior to the Company's Common Stock and Equity Stock. At December 31, 2003, we had approximately $1.9 billion of preferred stock outstanding, excluding one series that was called for redemption on December 5, 2003 and subsequently repurchased on January 19, 2004. The preferred stock, which was issued in series, has general preference rights with respect to liquidation and quarterly distributions. We intend to continue to issue preferred securities without a vote of our common shareholders. 8 Issuance of securities in exchange for property: The Company has issued common equity in exchange for real estate and other investments in the last three years. Future issuances will be dependent upon market conditions at the time, including the market prices of our equity securities. Development Joint Venture Financing: The Company has entered into two separate development joint venture partnerships since 1997 in order to provide development financing. In November 1999, we formed PSAC Development Partners, L.P., (the "Consolidated Development Joint Venture") with a joint venture partner (PSAC Storage Investors, LLC) whose partners include a third party institutional investor, owning approximately 35%, and Mr. Hughes, owning approximately 65%, to develop approximately $100 million of storage facilities. At December 31, 2003, PSAC Development Partners, L.P. had completed construction on 22 storage facilities with a total cost of approximately $108.6 million. We expect that this second joint venture partnership will receive no additional capital funding to develop any additional facilities. PSAC Development Partners, L.P. is funded solely with equity capital consisting of 51% from the Company and 49% from PSAC Storage Investors, LLC. The term of the Consolidated Development Joint Venture is 15 years; however, during the sixth year PSAC Storage Investors, LLC has the right to cause an early termination of PSAC Development Partners, L.P. If PSAC Storage Investors, LLC exercises this right, we then have the option, but not the obligation, to acquire their interest for an amount that will allow them to receive an annual return of 10.75%. If the Company does not exercise its option to acquire PSAC Storage Investors, LLC's interest, PSAC Development Partners, L.P.'s assets will be sold to third parties and the proceeds distributed to the Company and PSAC Storage Investors, LLC in accordance with the partnership agreement. If PSAC Storage Investors, LLC does not exercise its right to early termination during the sixth year, the partnership will be liquidated 15 years after its formation with the assets sold to third parties and the proceeds distributed to the Company and PSAC Storage Investors, LLC in accordance with the partnership agreement. PSAC Storage Investors, LLC provides Mr. Hughes with a fixed yield of approximately 8.0% per annum on his preferred non-voting interest (representing an investment of approximately $64.1 million at December 31, 2003). In addition, Mr. Hughes can receive up to 1% of cash flow of the Partnership (estimated to be less than $50,000 per year) if PSAC Storage Investors, LLC elects an early termination. If PSAC Storage Investors, LLC does not elect to cause an early termination, Mr. Hughes' 1% interest can increase to up to 10%. Disposition of properties: During 2003, the Company sold certain self-storage facilities, which were located in non-strategic markets and locations, for an aggregate of approximately $21.0 million. The Company used the proceeds from these sales as a source of funding for developments. The Company continually reviews its portfolio for facilities that are not strategically located and determines the proper method of disposition of these facilities. See "Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources." 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 the Board of Directors without a shareholder vote: o 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, which are located in the United States. o Our investments are acquired both for income and for capital gain. 9 o Our partial ownership interests primarily reflect general and limited partnership interests in entities that own self-storage facilities that are operated by the Company. o Additional acquired interests in real estate (other than the acquisition properties from third parties) will include common equity interests in entities in which we already have an interest. o 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 PS Business Parks. o The Company has a pipeline of 38 development projects, including 25 expansions of real estate facilities, for a total cost of $156.3 million. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources." The following table outlines our ownership interest in self-storage facilities at December 31, 2003:
Net Rentable Square Footage of Storage Number of Space (a) Storage Facilities (in thousands) ------------------ ------------------- Consolidated storage facilities: Wholly-owned by the Company............. 889 54,896 Owned by Consolidated Entities.......... 485 28,117 ------------------ ------------------- 1,374 83,013 Facilities owned by Unconsolidated Entities 36 2,186 ------------------ ------------------- Total storage facilities in which the Company has an ownership interest....... 1,410 85,199 ================== ===================
(a)Square footage for the consolidated facilities includes 1,535,000 net rentable square feet of industrial space for use in containerized storage activities. In addition to the Company's interest in self-storage facilities noted above, the Company owns three stand-alone commercial facilities with an aggregate of 204,000 net rentable square feet, owns five industrial facilities with an aggregate of 404,000 net rentable square feet used by the continuing containerized storage operations, and has 1,187,000 net rentable square feet of commercial space at certain of the self-storage facilities. The Company and the entities it controls also have a 44% common interest in PSB, which at December 31, 2003 owned and operated 18.3 million net rentable square feet of commercial space. Facilities Owned by Controlled Entities - --------------------------------------- In addition to our direct ownership of 889 storage facilities, at December 31, 2003, we had controlling ownership interests in 38 entities owning in aggregate 485 storage facilities. Because of our controlling interest in each of these entities, we consolidate the assets, liabilities, and results of operations of these entities on the Company's financial statements. Facilities Owned by Unconsolidated Entities - ------------------------------------------- At December 31, 2003, we had ownership interests in PSB and seven limited partnerships (collectively the "Unconsolidated Entities"). Our ownership interest in these entities is less than 50%. Due to the Company's limited ownership interest and limited control of these entities, we do not consolidate the accounts of these entities for financial reporting purposes and account for such investments using the equity method. PSB, which files financial statements with the Securities and Exchange Commission, has debt and other obligations that are not included in the Company's consolidated financial statements. The seven limited partnerships do not have any significant amounts of debt or other obligations. See Note 6 to the Company's financial statements for the year ended December 31, 2003 for further disclosure regarding the assets and liabilities of the Unconsolidated Entities. 10 The following chart sets forth, as of December 31, 2003, the entities in which the Company has a controlling interest and the entities in which the Company has a minority interest:
- --------------------------------------------------------------------------------------------------------------- Subsidiaries (Controlled Entities) Entities in which the Company of the Company has a Minority Interest (Unconsolidated Entities) - --------------------------------------------------------------------------------------------------------------- Carson Storage Ventures Public Storage Alameda, Ltd. (2) Connecticut Storage Fund Public Storage Glendale Freeway, Ltd. (11) Del Amo Storage Partners, Ltd. Metropublic Storage Fund (10) Diversified Storage Venture Fund PS Business Parks, Inc. (3) Downey Storage Partners, Ltd. Public Storage Crescent Fund, Ltd. (4) Huntington Beach Storage Partners, Ltd. Public Storage Partners, Ltd. (5) Monterey Park Properties, Ltd. Public Storage Partners II, Ltd. (6) PS Co-Investment Partners Public Storage Properties, Ltd. (7) PS Insurance Company, Ltd. PS Orangeco Holdings, Inc. PS Orangeco, Inc. PS Partners, Ltd. PS Partners VIII, Ltd. Public Storage Properties IV, Ltd. (8) Public Storage Properties V, Ltd. (9) PSA Institutional Partners, L.P. PSAC Development Partners, L.P. (1) Public Storage Euro Fund III, Ltd. (2) Public Storage Euro Fund IV, Ltd. (2) Public Storage Euro Fund V, Ltd. (2) Public Storage Euro Fund VI, Ltd. (2) Public Storage Euro Fund VII, Ltd. (2) Public Storage Euro Fund VIII, Ltd. (2) Public Storage Euro Fund IX, Ltd. (2) Public Storage Euro Fund X, Ltd. (2) Public Storage Euro Fund XI, Ltd. (2) Public Storage Euro Fund XII, Ltd. (2) Public Storage Euro Fund XIII, Ltd. (2) Public Storage German Fund II, Ltd. (2) Public Storage Institutional Fund Public Storage Institutional Fund II (10) Public Storage Institutional Fund III Public Storage Institutional Fund IV (10) Public Storage Pickup & Delivery, L.P. STOR-Re Mutual Insurance Company, Inc. Storage Trust Properties, L.P. Van Nuys Storage Partners, Ltd. Whittier Storage Partners, Ltd.
(1) PSAC Storage Investors, LLC owns a direct 49% ownership interest in this entity. The partners of PSAC Storage Investors, LLC are Mr. Hughes, having an approximately 65% ownership interest, and a third party institutional investor having an approximately 35% ownership interest. (2) B. Wayne Hughes owns approximately 20% of the general partner interest of these entities. (3) B. Wayne Hughes owns approximately 0.5% of the common shares of PS Business Parks, Inc. (4) B. Wayne Hughes owns approximately 17.9% of the general partnership interest of this entity. (5) The Hughes Family owns approximately 24.3% of the limited partnership interests of this entity. (6) TheHughes Family owns approximately 11.9% of the limited partnership interests of this entity. (7) The Hughes Family owns 20% of the general partner interests and 30.5% of the limited partnership interests of this entity. (8) The Hughes Family owns 20% of the general partner interests and 15.5% of the limited partnership interests of this entity. (9) The Hughes Family owns 20% of the general partner interests and 11.4% of the limited partnership interests of this entity. (10) B. Wayne Hughes is a general partner of this entity, and has no economic interest. (11) B. Wayne Hughes is a general partner in this entity and owns a 0.02% equity interest. 11 Prohibited Investments and Activities - ------------------------------------- The Company's Bylaws prohibit the Company from purchasing properties in which the Company's officers or directors have an interest, or from selling properties to such persons, unless the transactions are approved by a majority of the independent directors and are fair to the Company based on an independent appraisal. This Bylaw provision may be changed with shareholder approval. See "Limitations on Debt" below for other restrictions in the Bylaws. Borrowings - ---------- We have a $200 million revolving line of credit (the "Credit Agreement") that has a maturity date of October 31, 2004 and bears an annual interest rate ranging from the London Interbank Offered Rate ("LIBOR") plus 0.45% to LIBOR plus 1.50% depending on our credit ratings (currently 0.45%). In addition, we are required to pay a quarterly commitment fee ranging from 0.20% per annum to 0.30% per annum depending on our credit ratings (currently the fee is 0.20% per annum). At December 31, 2003 and March 11, 2004, we had no borrowings on our line of credit. The Credit Agreement includes various covenants, the more significant of which require us to (i) maintain a balance sheet leverage ratio of less than 0.50 to 1.00, (ii) maintain certain quarterly interest and fixed-charge coverage ratios (as defined) of not less than 2.50 to 1.0 and 1.75 to 1.0, respectively, and (iii) maintain a minimum total shareholders' equity (as defined). In addition, we are limited in our ability to incur additional borrowings (we are required to maintain unencumbered assets with an aggregate book value equal to or greater than two times our unsecured recourse debt). We were in compliance with all the covenants of the Credit Agreement at December 31, 2003. As of December 31, 2003, we had notes payable of approximately $76 million. See Notes 7 and 8 to the consolidated financial statements for a summary of the Company's borrowings at December 31, 2003. Subject to a limitation on unsecured borrowings in the Company's Bylaws (described below), we have broad powers to borrow in support of the Company's objectives. We have incurred in the past, and may incur in the future, both short-term and long-term indebtedness to increase our funds available for investment in real estate, capital expenditures and distributions. Limitations on Debt - ------------------- The Bylaws provide that the Board of Directors shall not authorize or permit the incurrence of any obligation by the Company that would cause our "Asset Coverage" of our unsecured indebtedness to become less than 300%. Asset Coverage is defined in the Bylaws as the ratio (expressed as a percentage) by which the value of the total assets (as defined in the Bylaws) of the Company less the Company's liabilities (except liabilities for unsecured borrowings) bears to the aggregate amount of all unsecured borrowings of the Company. This Bylaw provision may be changed only upon a shareholder vote. The Company's Bylaws prohibit us from issuing debt securities in a public offering unless the Company's "cash flow" (which for this purpose means net income, exclusive of extraordinary items, plus depreciation) for the most recent 12 months for which financial statements are available, adjusted to give effect to the anticipated use of the proceeds from the proposed sale of debt securities, would be sufficient to pay the interest on such securities. This Bylaw provision may be changed only upon a shareholder vote. Without the consent of holders of the various series of Senior Preferred Stock, 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, 2003, the Debt Ratio was approximately 1.2%. "Debt" means the liabilities (other than "accrued and other liabilities" and "minority interest") that should, in accordance with accounting principles generally accepted in the United States, be reflected on the Company's consolidated balance sheet at the time of determination. "Assets" means the Company's total assets before a reduction for accumulated depreciation and amortization that should, in accordance with generally accepted accounting principles, be reflected on the consolidated balance sheet at the time of determination. 13 Our bank and senior unsecured debt agreements contain various financial covenants, including limitations on the level of indebtedness of 30% of total capitalization (as defined) and the prohibition of the payment of dividends upon the occurrence of an event of default (as defined). Employees - --------- We have approximately 4,500 employees at December 31, 2003 who render services on behalf of the Company, primarily personnel engaged in property operation, substantially all of whom are employed by a clearing company that provides certain administrative and cost-sharing services to the Company and other owners of properties operated by the Company. Federal Income Tax - ------------------ We believe that we have operated, and intend to continue to operate, in such a manner as to qualify as a REIT under the Internal Revenue Code of 1986, but no assurance can be given that we will at all times so qualify. To the extent that we continue to qualify as a REIT, we will not be taxed, with certain limited exceptions, on the taxable income (including gains from the sale of securities and properties) that we distribute to our shareholders. Our taxable REIT subsidiaries will be taxed on their taxable income. For Federal tax purposes, our distributions to our shareholders are treated by the shareholders as ordinary income, capital gains, return of capital or a combination thereof. Distributions in excess of taxable income (as defined) may be treated as nontaxable returns of capital or as capital gain to the extent the distributions exceed a shareholder's adjusted basis in the shares. Insurance - --------- We believe that our properties are adequately insured. Our facilities have historically carried comprehensive insurance, including fire, earthquake, liability and extended coverage through STOR-Re Mutual Insurance Company, Inc. ("STOR-Re"), one of the Consolidated Entities. The Company also insures portions of these risks through nationally recognized insurance carriers. STOR-Re also insures affiliates of the Company. The Company, STOR-Re, and its affiliates' maximum aggregate annual exposure for losses that are below the deductibles set forth in the third-party insurance contracts, assuming multiple significant insurable events occur, is approximately $30 million. In addition, if losses exhaust the third-party insurers' limit of coverage of $125 million for property coverage and $101 million for general liability, our exposure could be greater. These limits are higher than estimates of maximum probable losses that could occur from individual catastrophic events (i.e. earthquake and wind damage) determined in recent engineering and actuarial studies. ITEM 1A. Risk Factors In addition to the other information in our Form 10-K, you should consider the following factors in evaluating the Company: THE HUGHES FAMILY COULD CONTROL US. At March 11, 2004, the Hughes family owned approximately 36% of our outstanding shares of common stock. Consequently, the Hughes family could control matters submitted to a vote of our shareholders, including electing directors, amending our organizational documents, dissolving and approving other extraordinary transactions, such as a takeover attempt, even though such actions may be favorable to the other common shareholders. 14 PROVISIONS IN OUR ORGANIZATIONAL DOCUMENTS MAY PREVENT CHANGES IN CONTROL. Restrictions in our organizational documents may further limit changes in control. Unless our board of directors waives these limitations, no shareholder may own more than (1) 2.0% of our outstanding shares of our common stock or (2) 9.9% of the outstanding shares of each class or series of our preferred or equity stock. Our organizational documents in effect provide, however, that the Hughes family may continue to own the shares of our common stock held by them at the time of the 1995 reorganization. These limitations are designed, to the extent possible, to avoid a concentration of ownership that might jeopardize our ability to qualify as a real estate investment trust or REIT. These limitations, however, also may make a change of control significantly more difficult (if not impossible) even if it would be favorable to the interests of our public shareholders. These provisions will prevent future takeover attempts not approved by our board of directors even if a majority of our public shareholders deem it to be in their best interests because they would receive a premium for their shares over the shares' then market value or for other reasons. WE WOULD INCUR ADVERSE TAX CONSEQUENCES IF WE FAIL TO QUALIFY AS A REIT. You will be subject to the risk that we may not qualify as a REIT. REITs are subject to a range of complex organizational and operational requirements. As a REIT, we must distribute at least 90% of our REIT taxable income to our shareholders. Other restrictions apply to our income and assets. Our REIT status is also dependent upon the ongoing qualification of PS Business Parks, Inc. 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 the relief provisions do not apply, we would be taxed 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. As a result, our failure to qualify as a REIT during any taxable year could have a material adverse effect upon our shareholders and us. 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 MAY PAY SOME TAXES. Even if we qualify as a REIT for Federal income tax purposes, we are required to pay some federal, state and local taxes on our income and property. Several corporate subsidiaries of the Company have elected to be treated as "taxable REIT subsidiaries" of the Company for Federal income tax purposes since January 1, 2001. A taxable REIT subsidiary is a fully taxable corporation and is limited in its ability to deduct interest payments made to us. In addition, we will be subject to a 100% penalty tax on some payments that we receive if the economic arrangements among our tenants, our taxable REIT subsidiaries and us are not comparable to similar arrangements among unrelated parties. To the extent that the Company or any taxable REIT subsidiary is required to pay federal, state or local taxes, we will have less cash available for distribution to shareholders. WE WOULD INCUR A CORPORATE LEVEL TAX IF WE SELL CERTAIN ASSETS. We will generally be subject to a corporate level tax on any net built-in gain if before November 2005 we sell any of the assets we acquired in the November 1995 reorganization. OUR SHAREHOLDERS AND WE ARE SUBJECT TO FINANCING RISKS. Debt increases the risk of loss. In making real estate investments, we may borrow money, which increases the risk of loss. At December 31, 2003, our debt of $76 million was approximately 1.5% of our total assets. 15 Certain securities have a liquidation preference over our common stock and Equity Stock, Series A. If we liquidated, holders of our preferred securities would be entitled to receive liquidating distributions, plus any accrued and unpaid distributions, before any distribution of assets to the holders of our common stock and Equity Stock, Series A. Holders of preferred securities are entitled to receive, when declared by our board of directors, cash distributions in preference to holders of our common stock and Equity Stock, Series A. SINCE OUR BUSINESS CONSISTS PRIMARILY OF ACQUIRING AND OPERATING REAL ESTATE, WE ARE SUBJECT TO REAL ESTATE OPERATING RISKS. 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 owning real estate-related assets, including: o lack of demand for rental spaces or units in a locale; o changes in general economic or local conditions; o potential terrorist attacks; o changes in supply of or demand for similar or competing facilities in an area; o the impact of environmental protection laws; o changes in interest rates and availability of permanent mortgage funds which may render the sale or financing of a property difficult or unattractive; and o changes in tax, real estate and zoning laws. There is significant competition among self-storage facilities and from other storage alternatives. Most of our properties are self-storage facilities, which generated 95% of our rental revenue during 2003. 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 some 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. As discussed in Management's Discussion and Analysis of Financial Condition and Results of Operations - Self-Storage Operations, the net operating income prior to depreciation of the Consistent Group of facilities declined 1.8% in the year ended December 31, 2003 as compared to 2002. Such competition could have been a factor in this decline. 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 environment 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 operation. 16 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 make 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. Since January 1, 1999, we have opened 63 newly developed self-storage facilities and 17 facilities that combine self-storage and containerized storage space at the same location, with aggregate development costs of $534.6 million. At December 31, 2003 the Company had 38 projects in development that have total estimated costs of $156.3 million. Construction delays due to weather, unforeseen site conditions, personnel problems, and other factors, as well as cost overruns, would adversely affect the Company's profitability. Delays in the rent-up of newly developed facilities as a result of competition or other factors would also adversely impact the Company's 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. Such increases could adversely impact the Company's profitability. 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 the award of 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 HAVE NO INTEREST IN CANADIAN SELF-STORAGE FACILITIES OWNED BY THE HUGHES FAMILY. B. Wayne Hughes, Chairman of the Board, and his family (the "Hughes Family") have ownership interests in, and operate, approximately 38 self-storage facilities in Canada under the name "Public Storage," pursuant to a license agreement with the Company. We currently do not own any interests in these facilities nor do we own any facilities in Canada. The Hughes Family owns approximately 36% of our common stock outstanding at December 31, 2003. We have a right of first refusal to acquire the stock or assets of the corporation engaged in the operation of the 38 self-storage facilities in Canada if the Hughes Family or the corporation agrees to sell them. However, we have no interest in the operations of this corporation, have no right to acquire this 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. 17 Company personnel have been engaged in the supervision and the operation of these 38 properties and have provided certain administrative services for the Canadian owners, and certain other services, primarily tax services, with respect to certain other Hughes Family interests. The Hughes Family and the Canadian owners have reimbursed us at cost for these services (U.S. $542,499 with respect to the Canadian operations and U.S. $151,063 for other services during 2003). There have been conflicts of interest in allocating time of our personnel between Company properties, the Canadian properties, and certain other Hughes Family interests. The sharing of Company personnel with the Canadian entities was substantially eliminated by December 31, 2003. OUR CONTAINERIZED STORAGE BUSINESS HAS INCURRED OPERATING LOSSES. Public Storage Pickup & Delivery ("PSPUD") was organized in 1996 to operate a portable self-storage business. We own all of the economic interest of PSPUD. We cannot provide any assurance as to its ultimate profitability, because this is a relatively new business segment. PSPUD incurred operating losses amounting to $5,135,000 in 2000, $2,218,000 in 2001, $10,058,000 in 2002 and operating income of $2,543,000 in 2003. PSPUD closed 31 facilities that were deemed not strategic to the Company's business plan during 2002 and 2003. The operating loss for 2002 includes a write-down for impaired assets totaling $6,924,000 and lease termination charges of $2,447,000. The operating income for 2003 was reduced by impairment charges and losses on sale of $3,584,000 related to the fixed assets used in the facilities that were closed. TERRORIST ATTACKS AND THE POSSIBILITY OF WIDER ARMED CONFLICT MAY HAVE AN ADVERSE IMPACT ON OUR BUSINESS AND OPERATING RESULTS AND COULD DEREASE THE VALUE OF OUR ASSETS. Terrorist attacks and other acts of violence or war, such as those that took place on September 11, 2001, 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 United States or its 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 United States to enter into a wider armed conflict which could further impact our business and operating results. RECENTLY ENACTED TAX LEGISLATION COULD ADVERSELY AFFECT THE PRICE OF OUR STOCK. Tax legislation enacted in 2003 generally reduces the maximum tax rate for dividends payable to individuals to 15% through 2008. Dividends payable by REITs, however, generally continue to be taxed at the normal rate applicable to the individual recipient, rather than the preferential rates applicable to other dividends. Although this legislation does not adversely affect the taxation of REITs or dividends paid by REITs, the more favorable rates applicable to regular corporate dividends could cause investors who are individuals to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the stock of REITs, including our common stock. DEVELOPMENTS IN CALIFORNIA MAY HAVE AN ADVERSE IMPACT ON OUR BUSINESS. We are headquartered in, and approximately one-quarter of our properties are located in, California. California is facing serious budgetary problems. Action that may be taken in response to these problems, such as an increase in property taxes on commercial properties, could adversely impact our business and results of operations. In addition, we could be adversely impacted by the recently enacted legislation mandating, beginning in 2006, medical insurance for employees of California businesses and members of their families. 18 ITEM 2. Properties At December 31, 2003, we had direct and indirect ownership interests in 1,410 storage facilities located in 37 states: At December 31, 2003 ---------------------------------------- Number of Storage Net Rentable Square Facilities (a) Feet (in thousands) --------------- ------------------- California: Northern............... 143 8,222 Southern............... 167 10,852 Texas....................... 163 10,989 Florida..................... 139 8,199 Illinois.................... 95 5,829 Georgia..................... 62 3,626 Colorado.................... 50 3,145 Washington.................. 43 2,736 Maryland.................... 43 2,458 New Jersey.................. 42 2,449 Missouri.................... 38 2,172 Virginia.................... 38 2,294 New York.................... 36 2,127 Ohio........................ 30 1,863 Oregon...................... 25 1,171 North Carolina.............. 24 1,266 South Carolina.............. 24 1,082 Tennessee................... 23 1,311 Kansas...................... 22 1,316 Nevada...................... 22 1,409 Alabama..................... 22 895 Other states (17 states).... 159 9,788 --------------- ------------------- Totals................. 1,410 85,199 =============== =================== (a) Includes 1,374 self-storage facilities owned by the Company and entities controlled by the Company. The remaining 36 facilities are self-storage facilities owned by entities in which the Company has an interest; however, the Company does not have a controlling interest in such entities. See Schedule III: Real Estate and Accumulated Depreciation in the Company's 2003 financials, for a complete list of properties consolidated by the Company. Our facilities are generally operated to maximize cash flow through the regular review and, when warranted by market conditions, adjustment of scheduled rents. For the year ended December 31, 2003, the weighted average occupancy level and the average total rental income per rentable square foot for our self-storage facilities were approximately 87.9% and $11.37, respectively. Included in the 1,410 storage facilities are 80 newly developed facilities opened since January 1, 1999, substantially all of which were in the fill-up stage in the year ended December 31, 2003. At December 31, 2003, 21 of our facilities were encumbered by an aggregate of $16.6 million in mortgage debt. The Company has 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 the Company's total assets, gross revenues or net income. 19 Description of Storage facilities: Storage facilities, which comprise the majority of our investments (approximately 95% based on rental revenue), are designed to offer accessible storage space for personal and business use at a relatively low cost. A user rents a fully enclosed space 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 storage facilities also include rentable uncovered parking areas for vehicle storage, as well as space for portable storage containers. Leases for storage facility space may be on a long-term or short-term basis, although typically 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 length of stay. All of our storage facilities are operated under the "Public Storage" name. Users of space in storage facilities include individuals and large and small 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 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 8 to 12 feet. We experience minor seasonal fluctuations in the occupancy levels of 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. Our storage facilities are geographically diversified and are located primarily in or near major metropolitan markets in 37 states in the United States. Generally our 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 in the market areas in which many of our properties are located is significant and has affected the occupancy levels, rental rates, and operating expenses of some of our properties. Since our investments are primarily storage facilities, our ability to preserve our investments and achieve our objectives is dependent in large part upon success in this field. Historically, upon stabilization after an initial fill-up period, our storage facility interests have generally shown a high degree of consistency in generating cash flows, despite changing economic conditions. We believe that our 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. Commercial Properties: In addition to our interest in 1,410 storage facilities, we have an interest in PSB, which, as of December 31, 2003, owns and operates 18.3 million net rentable square feet in eight states. At December 31, 2003, our investment in PS Business Parks represents less than 6% of our total assets based upon cost of $282.4 million. The market value of our investment in PSB at December 31, 2003 of $525.0 million represents 10.5% of the book value of our total assets at December 31, 2003 of approximately $5.0 billion. We also directly own three commercial properties with 204,000 net rentable square feet, have 1,187,000 net rentable square feet of commercial space that is located at certain of the self-storage facilities, and own five industrial facilities with an aggregate of 404,000 net rentable square feet that are being used by the continuing containerized storage operations. The commercial properties owned by PSB consist of flex space, office space and industrial space. Flex space is defined as buildings that are configured with a combination of part warehouse space and part office space and can be designed to fit a wide variety of uses. The warehouse component of the flex space has a variety of uses including light manufacturing and assembly, storage and warehousing, showroom, laboratory, distribution and research and development activities. The office component of flex space is complementary to the warehouse component by enabling businesses to accommodate management and production staff in the same facility. PSB also owns low-rise suburban office space, generally either in business parks that combine office and flex space or in desirable submarkets where the economics of the market demand an office build-out. PSB also owns industrial space that has characteristics similar to the warehouse component of the flex space. 20 Environmental Matters: Our practice is to conduct environmental investigations in connection with property acquisitions. As a result of environmental investigations of our properties, which commenced in 1995, we recorded an amount, which in management's best estimate, will be sufficient to satisfy anticipated costs of known investigation and remediation requirements. Although there can be no assurance, we are not aware of any environmental contamination of any of our facilities that individually or in the aggregate would be material to the Company's overall business, financial condition, or results of operations. ITEM 3. Legal Proceedings Serrao v. Public Storage, Inc. (filed April 2003) (Superior Court - Orange --------------------------------------------------------------------------- County) -------- The plaintiff in this case filed a suit against the Company on behalf of a putative class of renters who rented self-storage units from the Company. Plaintiff alleges that the Company misrepresented the size of its storage units, has brought claims under California statutory and common law relating to consumer protection, fraud, unfair competition, and negligent misrepresentation, and is seeking monetary damages, restitution, and declaratory and injunctive relief. The claim in this case is substantially similar to those in Henriquez v. Public Storage, Inc., which was disclosed in prior reports. In January 2003, the plaintiff caused the Henriquez action to be dismissed. Based upon the uncertainty inherent in any putative class action, the Company cannot presently determine the potential damages, if any, or the ultimate outcome of this litigation. On November 3, 2003, the court granted the Company's motion to strike the plaintiff's nationwide class allegations and to limit any putative class to California residents only. The Company is vigorously contesting the claims upon which this lawsuit is based including class certification efforts. Salaam, et al v. Public Storage, Inc. (filed February 2000) (Superior Court --------------------------------------------------------------------------- - Los Angeles County) --------------------- The plaintiffs in this case are suing the Company on behalf of a putative class of California resident property managers who claim that they were not compensated for all the hours they worked. The named plaintiffs have indicated that their claims total less than $20,000 in aggregate. On December 1, 2003, the California Court of Appeals affirmed the Supreme Court's 2002 denial of plaintiff's motion for class certification. The maximum potential liability cannot be estimated, but can only be increased if claims are permitted to be brought on behalf of others under the California Unfair Business Practices Act. The affirmation of denial of class certification does not address the claim under the California Unfair Business Practices Act. The Company is continuing to vigorously contest the claims in this case and intends to resist any expansion beyond the named plaintiffs, including by opposing claims on behalf of others under the California Unfair Business Practices Act. The Company cannot presently determine the potential damages, if any, or the ultimate outcome of this litigation. Gustavson et al. v. Public Storage, Inc. (filed June 2003) (Superior --------------------------------------------------------------------------- Court-Los Angeles County) ------------------------- In November 2002, a shareholder of the Company made a demand on the Board of Directors that challenged the fairness of the Company's acquisition of PS Insurance Company, Ltd. ("PSIC") and demanded that the Board recover the profits earned by PSIC from November 1995 through December 2001 and that the entire purchase price paid by the Company for PSIC in excess of PSIC's net assets be returned to the Company. The contract to acquire PSIC was approved by the independent directors of the Company in March 2001, and the transaction was closed in December 2001. PSIC was formerly owned by B. Wayne Hughes, currently the Chairman of the Board (and in 2001 also the Chief Executive Officer) of the Company, B. Wayne Hughes, Jr., currently a director (and in 2001 also an officer) of the Company and Tamara H. Gustavson, who in 2001 was an officer of the Company. In exchange for the Hughes family's shares in PSIC, the Company issued to them 1,439,765 shares of common stock (or a net of 1,138,733 shares, after taking into account 301,032 shares held by PSIC). 21 The shareholder has threatened litigation against the Hughes family and the directors of the Company arising out of this transaction and alleged a pattern of deceptive disclosures with respect to PSIC since 1995. In December 2002, the Board held a special meeting to authorize an inquiry by its independent directors to review the fairness to the Company's shareholders of its acquisition of PSIC and the ability of the Company to have started its own tenant reinsurance business in 1995. The Company believes that, prior to the effectiveness in 2001 of the federal REIT Modernization Act and corresponding California legislation that authorized the creation and ownership of "taxable REIT subsidiaries," the ownership by the Company of a reinsurance business relating to its tenants would have jeopardized the Company's status as a REIT and that other REITs faced similar concerns about tenant insurance programs. In June 2003, the Hughes family filed a complaint for declaratory relief relating to the Company's acquisition of PSIC naming the Company as defendant. The Hughes family is seeking that the court make (i) a binding declaration that the Company either is not entitled to recover profits or other moneys earned by PSIC from November 1995 through December 2001; or alternatively the amounts that the Hughes family should be ordered to surrender to the Company if the court determines that the Company is entitled to recover any such profits or moneys; and (ii) a binding declaration either that the Company cannot establish that the acquisition agreement was not just and reasonable as to the Company at the time it was authorized, approved or ratified; or alternatively the amounts that the Hughes family should surrender to the Company, if the court determines that the agreement was not just and reasonable to the Company at that time. The Hughes family is not seeking any payments from the Company. In the event of a determination that the Hughes family is obligated to pay certain amounts to the Company, the complaint states that they have agreed to be bound by that determination to pay such amounts to the Company. In July 2003 the Company filed an answer to the Hughes family's complaint requesting a final judicial determination of the Company's rights of recovery against the Hughes family in respect of PSIC. In September 2003, by order of the Superior Court, Malcolm Lucas, a former chief justice of the California Supreme Court, was appointed to try the case. Discovery is proceeding and it is expected that in mid-2004, Mr. Lucas will set a trial date for the matter. The Company believes that the lawsuit by the Hughes family will ultimately resolve matters relating to PSIC and will not have any financially adverse effect on the Company (other than the costs and other expenses relating to the lawsuit). Sale of Partnership Units ------------------------- In February 2000, the Company entered into a settlement of litigation arising out of a 1997 tender offer for limited partnership units in two affiliated partnerships. Under the settlement agreement, the Company agreed to sell to the plaintiff units representing a 4% interest in each of the partnerships for a total payment of approximately $1,523,000. The plaintiff failed to tender the full purchase price at the scheduled closing, and the settlement collapsed. In September 2000, the plaintiff amended its complaint to add a claim for breach of the settlement agreement seeking specific enforcement and a claim seeking damages for unfair and deceptive trade practices in connection with the alleged breach. By amending the complaint the Company believes the plaintiff elected to abandon its underlying claims in the litigation. The Company asserted affirmative defenses including the material breach by the plaintiff. Cross motions for summary judgment were filed by the parties. In July 2002, the court granted plaintiff's motion for summary judgment as to its claim for breach of the settlement agreement and granted the Company's motion for summary judgment to dismiss plaintiff's claim for unfair and deceptive trade practices. In March 2003, the court granted plaintiff's motion to compel the sale of the units to the plaintiff. On December 31, 2003, the Company sold the units to the plaintiff for a total of $1,000,000. This amount reflects the $1,523,000 original agreement with a credit to the plaintiff of a portion of the partnership's distributions received by the Company with respect to the units. 22 Other Items ----------- The Company is 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 effect upon the operations or financial position of the Company. ITEM 4. Submission of Matters to a Vote of Security Holders The Company did not submit any matter to a vote of security holders in the fourth quarter of the fiscal year ended December 31, 2003. ITEM 4A. Executive Officers of the Company The following is a biographical summary of the current executive officers of the Company: Ronald L. Havner, Jr., age 46, was appointed Vice Chairman and Chief Executive Officer of the Company on November 7, 2002. Mr. Havner has been employed by the Company in various accounting and operational capacities since 1986 and served as Senior Vice President and Chief Financial Officer of the Company from November 1991 until December 1996 when be became Chairman, President and Chief Executive Officer of PS Business Parks, Inc. (AMEX: symbol PSB), an affiliate of the Company. He is a member of the National Association of Real Estate Investment Trusts (NAREIT) and the Urban Land Institute (ULI) and a director of Business Machine Security, Inc. and Mobile Storage Group, Inc. Mr. Havner earned a Bachelor of Arts degree in Economics from the University of California, Los Angeles. Harvey Lenkin, age 67, became President and a director of the Company in November 1991. Mr. Lenkin has been employed by the Company for 26 years. He has been a director of PSB since March 1998 and was President of PSB from 1990 until March 1998. He is a director of Paladin Realty Income Properties I, Inc. and a member of the Board of Governors of the National Association of Real Estate Investment Trusts, Inc. (NAREIT). John Reyes, age 43, a certified public accountant, joined the Company in 1990 and was Controller of the Company from 1992 until December 1996 when he became Chief Financial Officer. He became a Vice President of the Company in November 1995 and a Senior Vice President of the Company in December 1996. From 1983 to 1990, Mr. Reyes was employed by Ernst & Young. John S. Baumann, age 43, became Senior Vice President and Chief Legal Officer of the Company in June 2003. From 1998 to 2002, Mr. Baumann was Senior Vice President and General Counsel of Syncor International Corporation, an international high technology health care services company. From 1995 to 1998, he was Associate General Counsel of KPMG LLP, an international accounting, tax and consulting firm. PART II ITEM 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities a. Market Price of the Registrant's Common Equity: The Common Stock (NYSE:PSA) has been listed on the New York Stock Exchange since October 19, 1984 and on the Pacific Exchange since December 26, 1996. The Depositary Shares each representing 1/1,000 of a share of Equity Stock, Series A (NYSE:PSAA) (see section d. below) have been listed on the New York Stock Exchange since February 14, 2000. 23 The following table sets forth the high and low sales prices of the Common Stock on the New York Stock Exchange composite tapes for the applicable periods. Range ------------------------------- Year Quarter High Low ---- ------- --------- ---------- 2002 1st $ 38.400 $ 33.190 2nd 39.290 34.950 3rd 37.900 29.000 4th 32.530 27.980 2003 1st $ 33.600 $ 28.250 2nd 36.200 28.250 3rd 39.250 33.710 4th 45.810 39.150 The following table sets forth the high and low sales prices of the Depositary Shares Each Representing 1/1,000 of a Share of Equity Stock, Series A on the New York Stock Exchange composite tapes for the applicable periods. Range ------------------------------- Year Quarter High Low ---- ------- --------- ---------- 2002 1st $ 28.250 $ 26.650 2nd 28.400 27.160 3rd 28.180 25.700 4th 27.700 26.050 2003 1st $ 28.100 $ 26.480 2nd 28.900 26.870 3rd 29.120 27.300 4th 29.950 28.000 As of March 8, 2004, there were approximately 19,581 holders of record of the Common Stock and approximately 12,304 holders of the Depositary Shares Each Representing 1/1,000 of a Share of Equity Stock, Series A. b. Dividends We have paid quarterly distributions to our shareholders since 1981, our first full year of operations. Overall distributions on Common Stock for 2003 amounted to $225.9 million or $1.80 per share. Holders of Common Stock are entitled to receive distributions when and if declared by the Company's Board of Directors out of any funds legally available for that purpose. We are required to distribute at least 90% of our net taxable ordinary income prior to the filing of the Company's tax return and 85%, subject to certain adjustments, during the calendar year, to maintain our REIT status for Federal income tax purposes. It is our intention to pay distributions of not less than this required amount. 24 For Federal income tax purposes, distributions to shareholders are treated as ordinary income, capital gains, return of capital or a combination thereof. For 2003, the dividends paid to the common shareholders ($1.80 per share), on all the various classes of preferred stock, and on our Equity Stock, Series A were classified as follows: 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter ----------- ----------- ----------- ----------- Ordinary Income.......... 99.72% 99.26% 99.98% 100.00% Pre-May 6th Long-term Capital Gain............. 0.28% 0.74% 0.02% 0.00% ----------- ----------- ----------- ----------- Total.................... 100.00% 100.00% 100.00% 100.00% =========== =========== =========== =========== A percentage of the long-term capital gain is unrecaptured Section 1250 gain for the first, second and third quarters of 2003 as follows: 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter ----------- ----------- ----------- ----------- Unrecapturedss.1250 Gain.. 57.33% 96.36% 100.00% 0.00% =========== =========== =========== =========== For the corporate shareholders a portion of the long-term capital gain is required to be recaptured as ordinary income. For the first, second and third quarters for 2003 the percentages are as follows: 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter ----------- ----------- ----------- ----------- IRCss.291 Recapture....... 11.47% 19.27% 20.00% 0.00% =========== =========== =========== =========== The Jobs and Growth Tax Relief Reconciliation Act of 2003 introduced a new rule that reduces the tax rate for "qualified dividend income." Generally, qualified dividend income is dividend income received from a corporation that has been taxed on the dividends distributed to its shareholders. Public Storage, Inc, as a real estate investment trust ("REIT"), is generally not taxed on dividends it distributes annually to its shareholders, and therefore the dividends shareholders receive are not qualified dividend income subject to the new lower rates. During 2002, the dividends paid to the common shareholders ($1.80 per share), on all the various classes of preferred stock, and on our Equity Stock, Series A were characterized as 100% ordinary income. For 2001, the dividends paid to the common shareholders ($1.69 per share), on all the various classes of preferred stock and on Equity Stock, Series A were characterized as ordinary income and long-term capital gain. The quarterly breakdown is as follows: 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter ----------- ----------- ----------- ----------- Ordinary Income.......... 96.60% 99.67% 100.00% 100.00% Long-term Capital Gain... 3.40% 0.33% 0.00% 0.00% ----------- ----------- ----------- ----------- Total.................... 100.00% 100.00% 100.00% 100.00% =========== =========== =========== ========== c. Equity Stock The Company is authorized to issue 200,000,000 shares of Equity Stock. The Articles of Incorporation provide that the Equity Stock may be issued from time to time in one or more series and gives the Board of Directors broad authority to fix the dividend and distribution rights, conversion and voting rights, redemption provisions and liquidation rights of each series of Equity Stock. 25 In April 2001, the Company completed a public offering of 2,210,500 depositary shares each representing 1/1,000 of a share of Equity Stock, Series A, ("Equity Stock A") raising net proceeds of approximately $51,836,000. In May 2001, the Company completed a direct placement of 830,000 depositary shares, raising net proceeds of approximately $20,294,000. In November 2001, the Company completed a direct placement of 100,000 depositary shares, raising net proceeds of approximately $2,690,000. In January 2000, the Company issued 4,300,555 depositary shares (2,200,555 shares as part of a special distribution declared on November 15, 1999 and 2,100,000 shares in a separate public offering). In addition, in the second quarter of 2000, the Company issued 52,547 depositary shares to a related party in connection with the acquisition of real estate facilities. In December 2000, the Company issued 1,282,500 depositary shares in a public offering. All of the issuances of the depositary shares described in this paragraph were registered under the Securities Act at the time of issuance. At December 31, 2003, we had 8,776,102 depositary shares outstanding, each representing 1/1,000 of a share of Equity Stock A. The Equity Stock A ranks on a parity with common stock and junior to the Senior Preferred Stock 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 Stock 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. On or after March 31, 2010, we may, at our option, redeem the depositary shares at $24.50 per depositary share. If the Company fails to preserve its Federal income tax status as a REIT, each depositary share will be convertible into 0.956 shares of our common stock. The depositary shares are otherwise not convertible into common stock. Holders of depositary shares vote as a single class with our holders of common stock 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. In June 1997, we contributed $22,500,000 (225,000 shares) of equity stock, now designated as Equity Stock, Series AA ("Equity Stock AA") to a partnership in which we are the general partner. As a result of this contribution, we obtained a controlling interest in the partnership and began to consolidate the accounts of the partnership and therefore the equity stock is eliminated in consolidation. The Equity Stock AA ranks on a parity with Common Stock and junior to the Senior Preferred Stock with respect to general preference rights and has a liquidation amount of ten times the amount paid to each Common Share up to a maximum of $100 per share. Quarterly distributions per share on the Equity Stock AA are equal to the lesser of (i) 10 times the amount paid per Common Stock or (ii) $2.20. We have no obligation to pay distributions if no distributions are paid to common shareholders. In November 1999, we sold $100,000,000 (4,289,544 shares) of Equity Stock, Series AAA ("Equity Stock AAA") to a newly formed joint venture. We control the joint venture and consolidate the accounts of the joint venture, and accordingly the Equity Stock AAA is eliminated in consolidation. The Equity Stock AAA ranks on a parity with common stock and junior to the Senior Preferred Stock (as defined below) 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. 26 ITEM 6. Selected Financial Data
For the year ended December 31, ------------------------------------------------------------------------- 2003(1) 2002(1) 2001(1) 2000 (1) 1999 (1) ---------- ---------- ---------- ---------- ------------ (Amounts in thousands, except per share data) Revenues: Rental income and tenant reinsurance premiums. $866,443 $822,897 $760,309 $690,845 $622,299 Interest and other income..................... 8,628 8,661 14,225 18,836 16,700 ---------- ---------- ---------- ---------- ------------ 875,071 831,558 774,534 709,681 638,999 ---------- ---------- ---------- ---------- ------------ Expenses: Cost of operations............................ 318,498 287,144 257,244 241,669 211,847 Depreciation and amortization................. 185,775 177,978 164,914 147,473 136,663 General and administrative.................... 17,127 15,619 21,038 21,306 12,491 Interest expense.............................. 1,121 3,809 3,227 3,293 7,971 ---------- ---------- ---------- ---------- ------------ 522,521 484,550 446,423 413,741 368,972 ---------- ---------- ---------- ---------- ------------ Income before equity in earnings of real estate entities, minority interest, discontinued operations and gain (loss) on disposition of real estate investments....................... 352,550 347,008 328,111 295,940 270,027 Equity in earnings of real estate entities...... 24,966 29,888 38,542 39,319 32,183 Minority interest in income .................... (43,703) (44,087) (46,015) (38,356) (16,006) ---------- ---------- ---------- ---------- ------------ Net income before discontinued operations and gain on disposition of real estate............ 333,813 332,809 320,638 296,903 286,204 Discontinued operations (2)..................... 1,833 (11,530) (521) (391) (473) Gain/(loss) on disposition of real estate investments................................... 1,007 (2,541) 4,091 576 2,154 ---------- ---------- ---------- ---------- ------------ Net income...................................... $336,653 $318,738 $324,208 $297,088 $287,885 ========== ========== ========== ========== ============ - --------------------------------------------------- --------------- -------------- --------------- --------------- -------------- Per Common Share: Distributions................................... $1.80 $1.80 $1.69 $1.48 $1.52 Net income - Basic.............................. $1.29 $1.15 $1.41 $1.41 $1.53 Net income - Diluted............................ $1.28 $1.14 $1.39 $1.41 $1.52 Weighted average common shares - Basic.......... 125,181 123,005 122,310 131,566 126,308 Weighted average common shares - Diluted........ 126,517 124,571 123,577 131,657 126,669 - --------------------------------------------------- --------------- -------------- --------------- --------------- -------------- Balance Sheet Data: Total assets.................................... $4,968,069 $4,843,662 $4,625,879 $4,513,941 $4,214,385 Total debt...................................... $76,030 $115,867 $168,552 $156,003 $167,338 Minority interest (other partnership interests). $141,137 $154,499 $169,601 $167,918 $186,600 Minority interest (preferred partnership $285,000 $285,000 $285,000 $365,000 - interests)...................................... Shareholders' equity............................ $4,219,799 $4,158,969 $3,909,583 $3,724,117 $3,689,100 - --------------------------------------------------- --------------- -------------- --------------- --------------- -------------- Other Data: Net cash provided by operating activities....... $594,430 $588,961 $538,534 $525,775 $463,292 Net cash used in investing activities........... $(228,176) $(323,464) $(306,058) $(465,464) $(452,209) Net cash provided used in financing activities.. $(264,545) $(211,720) $(272,596) $(25,969) $(7,183)
(1) During 2003, 2002, 2001, 2000, and 1999, we completed several significant business combinations and equity transactions. See Notes 3, 9, and 10 to the Company's consolidated financial statements. (2) During the years ended December 31, 2002 and 2003, the Company adopted a business plan that included the closure of 31 non-strategic containerized storage facilities. Also, during 2002 we sold one of our commercial facilities and during 2003 we sold five self-storage facilities. The historical operations of the 31 containerized storage facilities, the commercial facility, and the five sold self-storage facilities are classified as discontinued operations, with the rental income, cost of operations, depreciation expense and gain or loss on disposition of these facilities for current and prior periods included in the line-item "Discontinued Operations" on the consolidated income statement. 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: When used within this document, the words "expects," "believes," "anticipates," "should," "estimates," and similar expressions are intended to identify "forward-looking statements" within the meaning of that term in Section 27A of the Securities Exchange Act of 1933, as amended, and in Section 21F of the Securities Exchange Act of 1934, as amended. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors, which may cause the actual results and performance of the Company to be materially different from those expressed or implied in the forward looking statements. Such factors are described in Item 1A, "Risk Factors" and include changes in general economic conditions and in the markets in which the Company operates and the impact of competition from new and existing storage and commercial facilities and other storage alternatives, which could impact rents and occupancy levels at the Company's facilities; difficulties in the Company's ability to evaluate, finance and integrate acquired and developed properties into the Company's existing operations and to fill up those properties, which could adversely affect the Company's profitability; the impact of the regulatory environment as well as national, state, and local laws and regulations including, without limitation, those governing Real Estate Investment Trusts, which could increase the Company's expense and reduce the Company's cash available for distribution; consumers' failure to accept the containerized storage concept which would reduce the Company's profitability; difficulties in raising capital at reasonable rates, which would impede the Company's ability to grow; delays in the development process, which could adversely affect the Company's profitability; and economic uncertainty due to the impact of war or terrorism could adversely affect our business plan. We disclaim any obligation to publicly release the results of any revisions to these forward-looking statements reflecting new estimates, events or circumstances after the date of this report. Critical Accounting Policies ---------------------------- 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 Real Estate Investment Trust ("REIT") under the Internal Revenue Code and applicable state laws. A qualifying REIT generally does not pay corporate level income taxes on its taxable income that is distributed to its shareholders, and accordingly, we do not pay or record as an expense income tax on the share of our taxable income that is distributed to shareholders. Given 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 provide any assurance 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 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 be disqualified from taxation as a REIT for the four taxable years following the year during which qualification was lost. There can be no assurance that we would be entitled to any statutory relief. IMPAIRMENT OF LONG-LIVED ASSETS: Substantially all of our assets consist of long-lived assets, including real estate assets, associated with the containerized storage business, goodwill, and other intangible assets. We evaluate our goodwill for impairment on an annual basis, and on a quarterly basis evaluate other long-lived assets for impairment. As described in Note 2 to the consolidated financial statements, the evaluation of goodwill for impairment entails valuation of the reporting unit to which goodwill is allocated, which involves significant judgment in the area of projecting earnings and determining appropriate price-earnings multiples and discount rates. In addition, the evaluation of other long-lived assets for impairment requires 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. We identified one such impairment to our real estate facilities during 2003, and recorded impairment charges with respect to the containerized storage facilities (see Note 4). No additional impairments were noted at December 31, 2003. Future events, or facts and circumstances that currently exist that we have not yet identified, could cause us to conclude in the future that other long-lived assets are impaired. Any resulting impairment charge could have a material adverse impact on our financial condition and results of operations. 28 ESTIMATED USEFUL LIVES OF LONG-LIVED ASSETS: Substantially all of our assets consist of depreciable, long-lived assets. We record depreciation 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. ESTIMATED LEVEL OF RETAINED RISK LIABILITIES: As described in Notes 2 and 16 to the consolidated financial statements, we retain certain risks with respect to property perils, legal liability, and other such risks. In connection with our retention of these risks, we accrue losses based upon our estimated level of losses incurred using certain actuarial assumptions followed in the insurance industry and based upon our experience. While we believe that the amounts of the accrued losses are adequate, the ultimate liability may be in excess of or less than the amounts provided. ACCRUALS FOR CONTINGENCIES: We are exposed to business and legal liability risks with respect to events that have occurred, but in accordance with accounting principles generally accepted in the United States, we have not accrued for such 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 result 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. Some of these potential losses, which we are aware of, are described in Note 16 to the consolidated financial statements. ACCRUALS FOR OPERATING EXPENSES: We accrue for property tax expense and other operating expenses based upon estimates and historical trends and current and anticipated local and state government rules and regulations. If these estimates and assumptions are incorrect, our expenses could be misstated. Overview -------- The self-storage industry is highly fragmented and is composed predominantly of numerous local and regional operators. Competition in the markets in which we operate is significant and has increased over the past several years due to additional development of self-storage facilities. We believe that the increase in competition has had a negative impact to our occupancy levels and rental rates in many markets. However, we believe that we possess several distinguishing characteristics that enable us to compete effectively with other owners and operators. We are the largest owner and operator of self-storage facilities in the United States with direct and indirect ownership interests as of December 31, 2003 in 1,410 self-storage facilities containing approximately 85.2 million net rentable square feet. All of our facilities are operated under the "Public Storage" brand name, which we believe is the most recognized and established name in the self-storage industry. Located in the major metropolitan markets of 37 states, our self-storage facilities are geographically diverse, giving us national recognition and prominence. This concentration establishes us as one of the dominant providers of storage space in most markets in which we operate and enables us to use a variety of promotional activities, such as television advertising as well as targeted discounting and referrals, which are generally not economically viable to most of our competitors. In addition, we believe that the geographic diversity of the portfolio reduces the impact from regional economic downturns and provides a greater degree of revenue stability. We will continue to focus our growth strategies on: (i) improving the operating performance of our existing self-storage properties, (ii) increasing our ownership of self-storage facilities through development and acquisitions, (iii) improving the operating performance of our containerized storage business, and (iv) participating in the growth of PS Business Parks, Inc. ("PSB"). Major elements of these strategies are as follows: 29 o We will focus on enhancing the operating performance of our self-storage properties, primarily through increases in revenues achieved through the telephone reservation center and associated marketing efforts. During 2002, the Consistent Group of facilities exhibited reductions in rental income and net operating income before depreciation of 3.3% and 5.7%, respectively. During 2003, while revenues increased 2.1%, net operating income before depreciation decreased 1.8% due to a 10.6% increase in operating expenses. We believe that these trends in 2003 and 2002 were attributable to the impact of changes in our marketing strategy as well as to general economic conditions. See "Self-Storage Operations - Consistent Group of Facilities" for further discussion. We expect future increases in rental income to come from increases in occupancy and increases in realized rent, although there can be no assurance. o We will continue to develop new self-storage locations, though at a lower level than occurred in previous years. During the five years ending December 31, 2003, the Company and the Consolidated Development Joint Venture developed and opened a total of 80 storage facilities at a cost of approximately $534.6 million. In 2003, we opened 14 facilities with an aggregate cost of $107,126,000. At December 31, 2003, we have a development pipeline which includes 13 self-storage facilities that are expected to cost an aggregate of $95.5 million, which we expect will open over the next 12-24 months. o We will look to expand and further invest into our existing self-storage locations. During 2002 and 2003, we closed 31 containerized storage facilities of which 19 were facilities that combine industrial space previously used by the containerized storage operations with traditional self-storage space. These facilities offer the opportunity to build out additional traditional self-storage space at a low cost. We have added 208,000 net rentable square feet of traditional self-storage space in connection with converting 5 of these facilities for an aggregate cost of $5,569,000 in 2003, and at December 31, 2003 have 13 additional conversions in process with 779,000 net rentable square feet of self-storage space at a cost of $25,515,000. In addition to these conversions of space, we have 12 expansions of existing self-storage facilities in our pipeline, with an estimated cost of $35,354,000. o We will acquire facilities from third parties. This activity has not contributed significantly to our growth over the past three years, as we have acquired only 10 self-storage facilities from third parties. We believe that our national telephone reservation system and marketing organization present an opportunity for increased revenues through higher occupancies of the properties acquired from third parties, as well as cost efficiencies through greater critical mass. o We will attempt to continue to acquire self-storage facilities from affiliates or interests in affiliated entities that own self-storage facilities which we manage, as they become available from time to time. The pool of such available acquisitions has continued to decrease as we have acquired such remaining interests over the last several years. o We will continue to focus on improving the containerized storage operations. Over the last three years, we have developed facilities that combine containerized storage and traditional self-storage. These facilities have replaced facilities previously leased from third parties, thereby reducing third-party lease expense. During 2002 and 2003, we closed a total of 31 facilities that were deemed to be non-strategic to the Company's business plan. We continue to evaluate the optimum level of containerized facility operations in each market in which we operate and may close additional facilities during 2004. In addition, we continue to refine the operating model of the containerized storage business. o Through our investment in PSB, we will continue to participate in the growth of this company's investment in approximately 18.3 million net rentable square feet of commercial space at December 31, 2003. 30 Results of Operations - -------------------------------------------------------------------------------- NET INCOME: Net income for 2003 was $336,653,000 compared to $318,738,000 for 2002, representing an increase of $17,915,000 or 5.6%. This increase in net income is primarily a result of an increase in the operations of our newly developed and expansion self-storage facilities, reduced losses from discontinued containerized storage operations, improved operations of our continuing containerized storage business, a net gain from the sale of real estate assets versus a net loss recorded in 2002 and lower interest expense resulting primarily from lower average debt balances. The effect of these increases were partially offset by a reduction in our Consistent Group operating results (as discussed below), increased depreciation expense resulting primarily from new property additions, and a decrease in equity in earnings of real estate entities. The decrease in equity in earnings of real estate entities is primarily due to a reduction in our pro-rata share of the earnings of PS Business Parks, Inc. ("PSB") caused by the impact of gains on sale of real estate and asset impairment charges during 2003 and 2002. Net income was $318,738,000 for 2002 compared to $324,208,000 for 2001, representing a decrease of $5,470,000 or 1.7%. The decrease in net income was caused primarily by a decrease in the operating results of our Consistent Group of self-storage properties, increased depreciation expense resulting primarily from new property additions, and charges relating to the closure of several containerized storage facilities. The impact of these items was partially offset by increased earnings generated by the acquisition of additional real estate investments during 2001 and 2002, the earnings generated by the tenant reinsurance business that was acquired at the end of 2001, reduced general and administrative expense, and a decrease in income allocated to minority interests. ALLOCATIONS OF INCOME AMONG SHAREHOLDERS: In computing the net income allocable to common shareholders for each period, we have deducted from net income i) distributions paid to the holders of the Equity Stock, Series A totaling $21,501,000 in 2003, $21,501,000 in 2002, and $19,455,000 in 2001, ii) distributions paid to our preferred shareholders totaling $146,196,000 in 2003, $148,926,000 in 2002, and $117,979,000 in 2001, and iii) amounts allocated to preferred shareholders in connection with preferred stock redemption activities as described below, totaling $7,120,000 in 2003, $6,888,000 in 2002 and $14,835,000 in 2001. In July 2003, the Securities and Exchange Commission clarified an accounting standard ("EITF Topic D-42"), which we implemented in 2003, with restatements for 2002 and 2001 to conform to the 2003 presentation. EITF Topic D-42 requires that the original issuance costs of redeemed preferred stock (in the case of the Company, these costs represent approximately 3.2% of the liquidation preference, representing the underwriting discount, plus other issuance costs) as an additional allocation of income to the preferred shareholders, in determining the allocation of income to the common shareholders and earnings per share. For the years ended December 31, 2003, 2002, and 2001, such original issuance costs and resultant allocations of income to the preferred shareholders total $7,120,000, $6,888,000, and $14,835,000, respectively. In the first quarter of 2004, we called for redemption our Series L Cumulative Preferred stock and, accordingly, an additional allocation of income to the preferred shareholders will be recorded of approximately $3,723,000 in the first quarter of 2004. Future allocations of income pursuant to EITF Topic D-42 will depend upon how much preferred stock we redeem and the original issuance costs. NET INCOME PER SHARE: Net income was $1.28 per common share, on a diluted basis, for 2003 compared to $1.14 per common share for 2002. This increase was attributable to the factors denoted above with respect to net income and a reduction in income allocated to preferred shareholders described above, partially offset by an increase in diluted shares outstanding from 124,571,000 in 2002 to 126,517,000 in 2003. The increase in shares outstanding was due to the exercise of employee stock options and the issuance of common shares in connection with the acquisition of partnership interests. 31 Net income was $1.14 per common share, on a diluted basis, for 2002 compared to $1.39 per common share for 2001. In addition to those factors denoted above with respect to the reduction in net income in 2002, net income per share, on a diluted basis, decreased due to an increase in net income allocated to holders of the Equity Stock, Series A, an increase in net income allocated to preferred shareholders with respect to distributions paid as described above, and an increase in weighted average diluted common shares outstanding. These factors were offset partially by a decrease in income allocated to preferred shareholders, in accordance with the SEC Observer's clarification of EITF Topic D-42 (described above), from $14,835,000 in 2001 to $6,888,000 in 2002, which was due to a lower level of preferred stock redemptions in 2002 as compared to 2001. Diluted weighted average common equivalent shares outstanding totaled 124,571,000 for 2002 compared to 123,577,000 for 2001. Included in the distributions paid to our preferred shareholders during the year ended December 31, 2003, is approximately $3,087,000 paid to our Series W and Series X Preferred shareholders. These two series of preferred stock were issued during the fourth quarter of 2003, raising aggregate gross proceeds of approximately $252.5 million. The net proceeds from these issuances funded the redemption of two series of preferred stock (our Series K and Series L) during the first quarter of 2004. In the interim, the net proceeds from these issuances earned nominal interest income relative to the corresponding dividend requirement. This difference resulted in an estimated reduction to earnings per common share of approximately $0.02 per share (on a diluted basis) during the year ended December 31, 2003. During the first quarter 2004, we issued approximately $152.5 million of additional preferred stock in two separate transactions. The net proceeds from these issuances will be used primarily to redeem approximately $86.0 million of higher rate preferred stock during the third quarter of 2004. In the interim, the net proceeds from these issuances are expected to earn nominal interest income relative to the corresponding divided requirement. This difference will result in an estimated reduction to earnings per common share. In addition, we may issue up to $400 million of additional preferred stock during 2004, raising the necessary funds to redeem additional high rate preferred stock during the first quarter of 2005. These issuances similarly will have a negative impact on earnings per share until the proceeds are utilized. Real Estate Operations - -------------------------------------------------------------------------------- SELF-STORAGE OPERATIONS: Our self-storage operations are by far the largest component of our operating activities, representing approximately 91% of our revenues generated during 2003. Rental income with respect to our self-storage operations has grown from $719,765,000 in 2001 to $761,446,000 in 2002, representing an increase of 5.8%. In 2003, rental income grew to $798,584,000, representing an increase of 4.9% over 2002. The year over year improvements in rental income include changes in the performance of those properties that we owned throughout the three-year period and the increase in the number of properties in our portfolio either through our acquisition or development activities. At the end of 2000, we had a total of 1,240 self-storage facilities included in our consolidated financial statements. Since that time we have increased the net number of self-storage facilities by 134 facilities (2001 - 22 facilities, 2002 - 103 facilities and 2003 - 9 facilities). We sold five facilities in 2003, and their revenues, cost of operations, depreciation expense and net gain on sales for all periods presented are reported as "Discontinued Operations" on the consolidated income statement. To enhance year-over-year comparisons, the following table summarizes, and the ensuing discussion describes, the self-storage operating results. 32
Self - storage operations summary: Year Ended December 31, Year Ended December 31, - ---------------------------------- ------------------------------------ ------------------------------------- Percentage Percentage 2003 2002 Change 2002 2001 Change ----------- ---------- ---------- ----------- ---------- ----------- (Dollar amounts in thousands) Rental income (a): Consistent Group (b)........................ $672,125 $658,140 2.1% $658,140 $680,683 (3.3)% Acquired Facilities (c)..................... 65,289 57,704 13.1% 57,704 3,518 1540.3% Expansion Facilities (d).................... 21,729 20,479 6.1% 20,479 20,694 (1.0)% Developed Facilities (e).................... 39,441 25,123 57.0% 25,123 14,870 69.0% ----------- ---------- ---------- ----------- ---------- ----------- Total rental income....................... 798,584 761,446 4.9% 761,446 719,765 5.8% ----------- ---------- ---------- ----------- ---------- ----------- Cost of operations: Consistent Group............................ 232,788 210,526 10.6% 210,526 206,032 2.2% Acquired Facilities......................... 20,668 17,390 18.8% 17,390 3,221 439.9% Expansion Facilities........................ 8,623 8,342 3.4% 8,342 9,537 (12.5)% Developed Facilities........................ 18,826 13,957 34.9% 13,957 9,652 44.6% ----------- ---------- ---------- ----------- ---------- ----------- Total cost of operations.................... 280,905 250,215 12.3% 250,215 228,442 9.5% ----------- ---------- ---------- ----------- ---------- ----------- Net operating income before depreciation: Consistent Group............................ 439,337 447,614 (1.8)% 447,614 474,651 (5.7)% Acquired Facilities......................... 44,621 40,314 10.7% 40,314 297 13473.7% Expansion Facilities........................ 13,106 12,137 8.0% 12,137 11,157 8.8% Developed Facilities........................ 20,615 11,166 84.6% 11,166 5,218 114.0% ----------- ---------- ---------- ----------- ---------- ----------- Total net operating income before depreciation 517,679 511,231 1.3% 511,231 491,323 4.1% Depreciation.................................. (176,929) (170,887) 3.5% (170,887) (157,953) 8.2% ----------- ---------- ---------- ----------- ---------- ----------- Operating income............................ $340,750 $340,344 0.1% $340,344 $333,370 2.1% =========== ========== ========== =========== ========== =========== Number of self-storage facilities (at end of 1,374 1,362 0.9% 1,362 1,259 8.2% period)........................................ Net rentable square feet (in thousands, at end of period):....................................... 83,013 82,019 1.2% 82,019 76,115 7.8%
(a) Rental income includes late charges, administrative fees and lien fees and is net of promotional discounts given. Rental income does not include retail sales or truck rental income generated at the facilities. (b) The Consistent Group includes 1,164 facilities containing 67,666,000 net rentable square feet that were owned throughout the three years ended December 31, 2003, and operated at a mature, stabilized occupancy level throughout the periods presented. (c) The Acquired Facilities includes 95 facilities containing 5,642,000 net rentable square feet. These facilities were acquired in the three-year period ending December 31, 2002. Substantially all of these facilities were mature, stabilized facilities at the time of their acquisition. (d) The Expansion Facilities include 35 facilities containing 3,807,000 net rentable square feet (of which 823,000 square feet is industrial space developed for containerized storage activities). These facilities were owned for the entire three year period ending December 31, 2003, however, year over year operating results are not comparable throughout the periods presented due primarily to expansions in their net rentable square footage or their conversion into facilities used by our containerized storage operations. Such construction activities can cause a decline in revenue levels, as existing capacity is made unavailable in order to accommodate construction activities. During the four years ended December 31, 2003, we completed construction with respect to these facilities totaling $129.5 million. (e) The Developed Facilities includes 80 facilities containing 5,898,000 net rentable square feet (of which 712,000 square feet is industrial space for use in containerized storage activities, see "Containerized Storage" and "Discontinued Operations"). These facilities were developed and opened since January 1, 1999 at a total cost of $534.6 million. 33 Self-Storage Operations - Consistent Group of Facilities At December 31, 2003, we owned 1,164 self-storage facilities that have operated at a stabilized level of operations throughout the three-year period. The Consistent Group of facilities contains approximately 67,666,000 net rentable square feet, representing approximately 81% of the aggregate net rentable square feet of our self-storage portfolio. Revenues and operating expenses with respect to this group of properties are set forth in the above Self-Storage Operations table under the caption, "Consistent Group." The following table sets forth additional operating data with respect to the Consistent Group of facilities:
CONSISTENT GROUP - ------------------------------------------------------------------------------------------------------------------------------------ Year Ended December 31, Year Ended December 31, ----------------------------------- ------------------------------------- Percentage Percentage 2003 2002 Change 2002 2001 Change ---------- ---------- ----------- ----------- --------- ----------- (Dollar amounts in thousands, except rents per square foot) Base rental income............................. $691,606 $654,693 5.6% $654,693 $662,565 (1.2)% Promotional discounts.......................... (46,562) (18,423) 152.7% (18,423) (4,998) 268.6% ---------- ---------- ----------- ----------- --------- ----------- Adjusted base rental income................. 645,044 636,270 1.4% 636,270 657,567 (3.2)% Late charges and administrative fees collected. 27,081 21,870 23.8% 21,870 23,116 (5.4)% ---------- ---------- ----------- ----------- --------- ----------- Total rental income......................... 672,125 658,140 2.1% 658,140 680,683 (3.3)% ---------- ---------- ----------- ----------- --------- ----------- Cost of operations: Property taxes............................ 63,627 60,630 4.9% 60,630 58,604 3.5% Direct property payroll................... 57,604 51,085 12.8% 51,085 47,717 7.1% Cost of managing facilities............... 21,186 19,542 8.4% 19,542 18,053 8.2% Advertising and promotion................. 19,544 18,208 7.3% 18,208 19,100 (4.7)% Utilities................................. 16,110 15,497 4.0% 15,497 15,773 (1.7)% Repairs and maintenance................... 19,331 15,340 26.0% 15,340 17,192 (10.8)% Telephone reservation center.............. 9,987 9,172 8.9% 9,172 9,914 (7.5)% Property insurance........................ 7,990 5,649 41.4% 5,649 5,542 1.9% Other..................................... 17,409 15,403 13.0% 15,403 14,137 9.0% ---------- ---------- ----------- ----------- --------- ----------- Total cost of operations.................... 232,788 210,526 10.6% 210,526 206,032 2.2% ---------- ---------- ----------- ----------- --------- ----------- Net operating income before depreciation....... 439,337 447,614 (1.8)% 447,614 474,651 (5.7)% Depreciation................................... (145,457) (142,710) 1.9% (142,710) (142,773) 0.0% ---------- ---------- ----------- ----------- --------- ----------- Operating income............................... $293,880 $304,904 (3.6)% $304,904 $331,878 (8.1)% ========== ========== =========== =========== ========== =========== Gross margin (before depreciation)............. 65.4% 68.0% (3.8)% 68.0% 69.7% (2.4)% Weighted average for the fiscal year: Square foot occupancy (a)................... 89.1% 85.2% 4.6% 85.2% 88.9% (4.2)% Realized annual rent per occupied square foot (b).................................... $10.70 $11.04 (3.1)% $11.04 $10.93 1.0% REVPAR (c).................................. $9.53 $9.40 1.4% $9.40 $9.72 (3.3)% Weighted average at December 31: Square foot occupancy....................... 89.5% 84.3% 6.2% 84.3% 85.2% (1.1)% In place annual rent per occupied square foot $11.69 $11.64 0.4% $11.64 $11.76 (1.0)% (d)...................................... Posted annual rent per square foot (e)...... $12.34 $11.65 5.9% $11.65 $13.33 (12.6)% Total net rentable square feet (in thousands).. 67,666 67,666 - 67,666 67,666 -
(a) Square foot occupancies represent weighted average occupancy levels over the entire fiscal year. (b) Realized annual rent per occupied square foot is computed by dividing adjusted base rental income by the weighted average occupied square footage for the year. Realized rents per square foot take into consideration promotional discounts, bad debt costs, credit card fees and other costs, which reduce rental income from the contractual amounts due. (c) Annualized revenue per available square foot ("REVPAR") represents adjusted base rental income divided by total available net rentable square feet. (d) In place annual rent per occupied square foot represents contractual rents per occupied square foot without reductions for promotional discounts. (e) Posted annual rent per square foot represents the rents charged to new tenants prior to any promotional discounts. 34 As indicated in the table above, rental income for our Consistent Group decreased 3.3% in 2002 as compared to 2001. This decrease was primarily due to a 4.2% reduction in the weighted average occupancy in 2002 compared to 2001 partially offset by an increase in realized annualized rent per square foot of 1.0%. We believe that the reduction in occupancy during 2002 was primarily due to a change in our marketing strategy during 2001. Historically, our marketing strategy was to offer a variety of promotional discounts and to conservatively price our space to attract new tenants. During 2000, the Consistent Group's occupancy levels averaged 91.0%. This relatively high occupancy level was attained and sustained through a variety of promotional activities offering new tenants move-in promotional discounts aggregating $17.4 million in 2000. This annual level of discounts was consistent with those given in years prior to 2000. In 2001, we changed our marketing strategy and began to aggressively increase rental rates and reduce the amount of promotional discounts offered to new tenants. We believed that this strategy had the benefit of significantly increasing our rental income, with the potential risk of lowering occupancy levels. During the first nine months of 2001, this strategy significantly enhanced the growth in our rental income. The downside to our more aggressive strategy was that our average occupancy levels during the first nine months of 2001 were approximately 2.1% below the level experienced during the same period in 2000. We believed that the decrease in occupancy levels was a manageable reduction and was more than offset by the increase in rental income attained through higher rental rates and less promotional discounting. During the fourth quarter of 2001, there was a rapid decline in our occupancy levels. This reduction coincided with a reduction in call volume into our national telephone reservation center that we believe was attributable to the absence of any significant promotional discounts offered to tenants as well as to general economic conditions. In addition, during this time frame we also experienced unusually high levels of move-out activity. . Although we were very pleased with the rental growth experienced in fiscal 2001, we were very concerned about the sudden and rapid decline in our occupancy levels experienced in the fourth quarter of 2001 and into fiscal 2002. During the first quarter of 2002, we reversed this strategy, and significantly reduced rental rates charged to new incoming tenants and began a national television advertising campaign that offered a significant promotional discount to new move-ins. The campaign resulted in increased move-in activity during April and May 2002 compared to the same period in the prior year and helped us improve occupancy levels. May through July are seasonally high rental activity months, accordingly, in the middle of May we terminated the advertising campaign and discontinued promotional discounts. Unfortunately, we underestimated the weakness in demand and in the absence of significant promotional discounts, rental activity during June and July 2002 decreased as compared to the same periods in 2001. Consequently, our average occupancy levels for the Consistent Group of facilities again began to decline relative to the occupancies experienced in 2001. Beginning in mid-August 2002, we reinstated a promotional discount program and advertised on television in selected markets in an effort to enhance move-in activity and improve occupancy levels. As a result, occupancy levels began to improve over the remainder of 2002. At December 31, 2002, our average occupancy was 84.3% as compared to 85.2% at December 31, 2001, and although the reduction was only 1.1% the occupancy level was still well below our expectations. The programs that we implemented in 2002 to increase the occupancy level came with significant costs. Promotional discounts increased from approximately $4,998,000 in 2001 to $18,423,000 in 2002, resulting in a negative impact to our rental income. While occupancy was improving in the year, our average occupancy levels for 2002 were still 4.2% lower than the average occupancy levels for 2001 and as a result our revenues decreased 3.3% in 2002 as compared to 2001. During 2003, we continued advertising on television and expanded promotional discounts to new incoming tenants. In addition, during the first half of 2003 we reduced rental rates charged to new incoming tenants in many of our markets to stimulate move-in activity. These actions had a positive impact, as our average occupancy level for the Consistent Group was 89.1% for 2003 as compared to 85.2% for 2002, representing an increase of 4.6%. 35 The increase in the occupancy level during 2003 also came at a significant cost. Promotional discounts totaled $46,562,000 for 2003 as compared to $18,423,000 for 2002, resulting in a significant negative impact to our rental income. In addition, television advertising cost for 2003 was $8,343,000 as compared to $7,788,000 in 2002. As indicated in the table above, rental income for our Consistent Group increased 2.1% in 2003 as compared to 2002. This increase was primarily due to a 4.6% increase in the weighted average occupancy in 2003 compared to 2002 combined with increased late charge and administrative fees, partially offset by a decrease in realized annualized rent per square foot of 3.1%. By the end of 2003, we had attained our goal of reestablishing our occupancy levels to historical levels. In addition, the improvement in occupancy levels enabled us to begin to increase rent rates that we charge to new tenants, which as of December 31, 2003 were 5.9% higher than at the same time in 2002. More importantly, throughout 2003 we experienced positive year-over-year trends in the growth of our quarterly REVPAR, resulting in improvements in the growth trends of our rental income. For the Consistent Group, during 2003 rental income for the first quarter decreased 2.6%, for the second quarter - increased 2.0%, for the third quarter - increased 3.0% and for the fourth quarter -increased 6.1%, all compared to the same periods in 2002. The growth in rental income during 2004 will depend on various factors, among which will be our ability to stabilize and maintain high occupancy levels, increase rental rates charged to new and existing tenants, and stabilize or reduce the level of promotional discounts given to attract new tenants. Despite our occupancy gains, our expectations are significantly moderated by our experience that on average approximately 25% to 30% of our new customers will move out within the first 60 to 90 days of their move-in date. Our current occupancy levels have been achieved in large part by the elevated move-in activity experienced over the past three quarters. Our elevated level of move-outs has made it more important to continue to generate a high level of move-ins in order to maintain occupancy levels. We have not been able to demonstrate that we can generate the high level of move-ins necessary to sustain high occupancy levels without the use of media and/or promotional discounts. Accordingly, we expect to remain aggressive with promotional and media programs at least through the first half of 2004 and, as a result, the up front costs of these marketing activities, and the increases in promotional discounts, are expected to continue to adversely impact our rental income. We are working towards a goal of a high level of sustainable occupancy, characterized by a less volatile tenant base that is not as heavily weighted towards recent move-ins, thereby mitigating the level of move-outs. If we can achieve this goal, it will allow for fewer promotional discounts and a reduction in advertising and other customer acquisition costs. In furtherance of these goals, we are continuously evaluating our call volume, reservation activity, and move-in/move-out rates for each of our markets relative to our marketing activities and rental rates. In addition, we are evaluating market supply and demand factors and based upon these analyses we are continuing to adjust our marketing activities. There can be no assurance that we will achieve our goals. Total operating expenses for the Consistent Group increased 10.6% for the year ended December 31, 2003 as compared to the same period in 2002. This increase was primarily due to increases in payroll, advertising and promotion, property tax, repairs and maintenance costs and property insurance. Direct property payroll increased 12.8% due primarily to increased incentives paid to and hours worked by property operating personnel. Advertising and promotion increased 7.3% primarily due to an increase in television advertising from $7.8 million during 2002 to $8.3 million in 2003. Repairs and maintenance have increased 17.6% during 2003 as compared to 2002 due to costs to remedy mold issues in several facilities in Southern states, increased snow removal expenses, as well as a general increase in costs to address deferred maintenance at our facilities. Property insurance increased due to an increase in the Company's self-insured portion of its risk. With respect to our Consistent Group, we expect that the increase in repairs and maintenance expense experienced in 2003 will continue in 2004, as we continue to address maintenance at our facilities and improve their "rent ready" condition and curb appeal. Payroll and property management costs will also continue to increase in 2004, though not at the same growth rate experienced in 2003 due to higher staffing levels and higher compensation. We also expect that property taxes will increase approximately 4%-5% in 2004 as compared to 2003. 36 The following table sets forth our rental income, cost of television advertising, promotional discounts given, and average occupancies for each of the quarters in 2003, 2002 and 2001:
For the Quarter Ended ---------------------------------------------------------------------- March 31 June 30 September 30 December 31 Entire Year ------------- ------------- -------------- ------------ ------------ (amounts in thousands) Total rental income: 2003 $ 161,133 $ 166,584 $ 173,242 $ 171,166 $ 672,125 2002 $ 165,371 $ 163,279 $ 168,176 $ 161,314 $ 658,140 2001 $ 163,421 $ 169,588 $ 175,344 $ 172,330 $ 680,683 Promotional discounts given: 2003 $ 9,970 $ 12,965 $ 11,844 $ 11,783 $ 46,562 2002 $ 1,024 $ 5,378 $ 4,720 $ 7,301 $ 18,423 2001 $ 2,673 $ 1,868 $ 322 $ 135 $ 4,998 Total cost of operations: 2003 $ 54,274 $ 58,010 $ 58,867 $ 61,637 $ 232,788 2002 $ 50,062 $ 50,416 $ 52,338 $ 57,710 $ 210,526 2001 $ 50,887 $ 48,337 $ 52,912 $ 53,896 $ 206,032 Television advertising: 2003 $ 1,503 $ 2,719 $ 3,079 $ 1,042 $ 8,343 2002 $ 540 $ 1,403 $ 1,933 $ 3,912 $ 7,788 2001 $ 0 $ 908 $ 4,309 $ 2,687 $ 7,904 REVPAR: 2003 $ 9.15 $ 9.45 $ 9.83 $ 9.69 $ 9.53 2002 $ 9.47 $ 9.34 $ 9.61 $ 9.19 $ 9.40 2001 $ 9.31 $ 9.68 $ 10.00 $ 9.88 $ 9.72 Weighted average realized annual rent per occupied square foot: 2003 $ 10.79 $ 10.61 $ 10.70 $ 10.70 $ 10.70 2002 $ 11.34 $ 10.83 $ 11.21 $ 10.81 $ 11.04 2001 $ 10.58 $ 10.77 $ 11.03 $ 11.37 $ 10.93 Weighted average occupancy levels for the period 2003 84.8% 89.1% 91.9% 90.6% 89.1% 2002 83.5% 86.3% 85.7% 85.0% 85.2% 2001 88.0% 89.9% 90.7% 86.9% 88.9%
The following table sets forth regional trends in our consistent group of facilities with respect to rental income, cost of operations, net operating income, weighted average occupancy levels, and realized rent per net rentable square foot. 37
Consistent Group Operating Trends by Region - ------------------------------------------------------------------------------------------------------------------------------------ Year Ended December 31, Year Ended December 31, ------------------------------------- ---------------------------------- 2003 2002 Change 2002 2001 Change ------------ ----------- ---------- ----------- ---------- -------- Rental income: (Dollar amounts in thousands, except rents per square foot) Southern California (120 facilities)...................... $ 113,155 $ 105,972 6.8% $ 105,972 $ 106,623 (0.6)% Northern California (108 facilities)...................... 78,193 76,814 1.8% 76,814 81,190 (5.4)% Texas (140 facilities).......... 62,389 61,996 0.6% 61,996 64,771 (4.3)% Florida (108 facilities)........ 56,842 54,423 4.4% 54,423 56,347 (3.4)% Illinois (82 facilities)........ 50,824 52,850 (3.8)% 52,850 55,599 (4.9)% Georgia (56 facilities)......... 23,723 23,177 2.4% 23,177 24,317 (4.7)% All other states (550 facilities) 286,999 282,908 1.4% 282,908 291,836 (3.1)% ------------ ----------- ---------- ----------- ---------- -------- Total rental income................. 672,125 658,140 2.1% 658,140 680,683 (3.3)% Cost of operations: Southern California.............. 26,693 25,358 5.3% 25,358 22,672 11.8% Northern California.............. 21,021 19,287 9.0% 19,287 18,754 2.8% Texas............................ 28,960 26,083 11.0% 26,083 25,812 1.0% Florida.......................... 22,334 19,493 14.6% 19,493 20,313 (4.0)% Illinois......................... 22,114 20,707 6.8% 20,707 19,685 5.2% Georgia.......................... 8,774 7,556 16.1% 7,556 8,210 (8.0)% All other states................. 102,892 92,042 11.8% 92,042 90,586 1.6% ------------ ----------- ---------- ----------- ---------- -------- Total cost of operations............ 232,788 210,526 10.6% 210,526 206,032 2.2% Net operating income before depreciation: Southern California.............. 86,462 80,614 7.3% 80,614 83,951 (4.0)% Northern California.............. 57,172 57,527 (0.6)% 57,527 62,436 (7.9)% Texas............................ 33,429 35,913 (6.9)% 35,913 38,959 (7.8)% Florida.......................... 34,508 34,930 (1.2)% 34,930 36,034 (3.1)% Illinois......................... 28,710 32,143 (10.7)% 32,143 35,914 (10.5)% Georgia.......................... 14,949 15,621 (4.3)% 15,621 16,107 (3.0)% All other states................. 184,107 190,866 (3.5)% 190,866 201,250 (5.2)% ------------ ----------- ---------- ----------- ---------- -------- Total net operating income.......... $ 439,337 $ 447,614 (1.8)% $ 447,614 $ 474,651 (5.7)% Weighted average occupancy: Southern California.............. 90.6% 86.8% 4.4% 86.8% 90.7% (4.3)% Northern California.............. 89.0% 84.8% 5.0% 84.8% 90.3% (6.1)% Texas............................ 89.2% 84.6% 5.4% 84.6% 89.3% (5.3)% Florida.......................... 90.5% 85.2% 6.2% 85.2% 88.1% (3.3)% Illinois......................... 88.1% 84.3% 4.5% 84.3% 90.8% (7.2)% Georgia.......................... 90.1% 84.3% 6.9% 84.3% 86.4% (2.4)% All other states................. 88.5% 85.2% 3.9% 85.2% 88.2% (3.4)% ------------ ----------- ---------- ----------- ---------- -------- Total weighted average occupancy.... 89.1% 85.2% 4.6% 85.2% 88.9% (4.2)% REVPAR: Southern California.............. $ 14.54 $ 13.66 6.4% $ 13.66 $ 13.79 (0.9)% Northern California.............. 12.91 12.72 1.5% 12.72 13.47 (5.6)% Texas............................ 6.91 6.92 (0.1)% 6.92 7.21 (4.0)% Florida.......................... 8.73 8.41 3.8% 8.41 8.69 (3.2)% Illinois......................... 9.90 10.37 (4.5)% 10.37 11.03 (6.0)% Georgia.......................... 6.97 6.96 0.1% 6.96 7.32 (4.9)% All other states................. 8.78 8.73 0.6% 8.73 8.97 (2.7)% ------------ ----------- ---------- ----------- ---------- -------- Total REVPAR:....................... $ 9.53 $ 9.40 1.4% $ 9.40 $ 9.72 (3.3)% Realized annual rent per occupied square foot: Southern California.............. $ 16.05 $ 15.73 2.0% $ 15.73 $ 15.20 3.5% Northern California.............. 14.50 15.00 (3.3)% 15.00 14.91 0.6% Texas............................ 7.75 8.18 (5.3)% 8.18 8.08 1.2% Florida.......................... 9.64 9.87 (2.3)% 9.87 9.86 0.1% Illinois......................... 11.24 12.31 (8.7)% 12.31 12.15 1.3% Georgia.......................... 7.74 8.25 (6.2)% 8.25 8.48 (2.7)% All other states................. 9.92 10.25 (3.2)% 10.25 10.17 0.8% ------------ ----------- ---------- ----------- ---------- -------- Total realized rent per square foot:... $ 10.70 $ 11.04 (3.1)% $ 11.04 $ 10.93 1.0%
38 Self-Storage Operations - Acquired Facilities Over the past three years, we acquired 95 self-storage facilities containing 5,642,000 net rentable square feet. Substantially all of these facilities were mature, stabilized facilities at the time of their acquisition. The following table summarizes operating data with respect to these facilities.
ACQUIRED FACILITIES - ------------------------------------------------------------------------------------------------------------------------------------ Year Ended December 31, Year Ended December 31, -------------------------------------- ------------------------------------ 2003 2002 Change 2002 2001 Change ------------- ------------ ---------- ------------ ---------- ---------- (Dollar amounts in thousands) Rental income: Self-storage facilities acquired in 2002.... $ 60,044 $ 53,497 $ 6,547 $ 53,497 $ - $ 53,497 Self-storage facilities acquired in 2001.... 560 445 115 445 143 302 Self-storage facilities acquired in 2000.... 4,685 3,762 923 3,762 3,375 387 ------------- ------------ ---------- ------------ ---------- ---------- Total rental income....................... 65,289 57,704 7,585 57,704 3,518 54,186 ------------- ------------ ---------- ------------ ---------- ---------- Cost of operations: Self-storage facilities acquired in 2002.... $ 18,448 $ 15,822 $ 2,626 $ 15,822 $ - $ 15,822 Self-storage facilities acquired in 2001.... 200 191 9 191 66 125 Self-storage facilities acquired in 2000.... 2,020 1,377 643 1,377 3,155 (1,778) ------------- ------------ ---------- ------------ ---------- ---------- Total cost of operations.................. 20,668 17,390 3,278 17,390 3,221 14,169 ------------- ------------ ---------- ------------ ---------- ---------- Net operating income before depreciation: - ---------------------------------------- Self-storage facilities acquired in 2002.... $ 41,596 $ 37,675 $ 3,921 $ 37,675 $ - $ 37,675 Self-storage facilities acquired in 2001.... 360 254 106 254 77 177 Self-storage facilities acquired in 2000.... 2,665 2,385 280 2,385 220 2,165 ------------- ------------ ---------- ------------ ---------- ---------- Net operating income...................... 44,621 40,314 4,307 40,314 297 40,017 Depreciation.................................. (11,946) (11,366) (580) (11,366) (2,948) (8,418) ------------- ------------ ---------- ------------ ---------- ---------- Operating income (loss)..................... $ 32,675 $ 28,948 $ 3,727 $ 28,948 $ (2,651) $ 31,599 ============= ============ ========== ============ ========== ========== Weighted average square foot occupancy during the period: Self-storage facilities acquired in 2002.... 90.0% 85.4% 5.4% 85.4% - - Self-storage facilities acquired in 2001.... 92.2% 67.4% 36.8% 67.4% 55.8% 20.8% Self-storage facilities acquired in 2000.... 84.5% 79.1% 6.8% 79.1% 77.1% 2.6% ------------- ------------ ---------- ------------ ---------- ---------- 89.5% 84.5% 5.9% 84.5% 74.8% 13.0% ============= ============ ========== ============ ========== ========== Number of self-storage facilities (at end of 95 95 - 95 8 87 period)........................................ Net rentable square feet (in thousands, at end of period)..................................... 5,642 5,642 - 5,642 565 5,077 Cumulative acquisition cost (at end of period). $ 405,684 $ 405,684 $ - $ 405,684 $ 45,141 $360,543
Rental income and cost of operations for the Acquired Facilities have increased significantly in 2002 as compared to 2001, due to the acquisition of 87 additional properties. The 2002 acquisitions include 78 properties acquired from affiliated entities, including 47 properties acquired on January 16, 2002 from an affiliated development joint venture and 31 properties acquired on January 1, 2002 in connection with business combinations with two affiliated partnerships (see Note 3 to the consolidated financial statements). The 2002 acquisitions also include nine self-storage facilities acquired from third parties for an aggregate of $30,117,000 in cash. The 2001 acquisition includes one facility acquired from a third party for an aggregate cost of $3,503,000. The 2000 acquisitions include seven facilities acquired from third parties for an aggregate of $41,638,000. Similar to our Consistent Group of facilities, the Acquired Facilities have experienced operating difficulties over the last two years. Marketing and promotional strategies, as described above with respect to our Consistent Group, were employed in 2002, and enhanced marketing strategies were employed in 2003, which affected the operations of these facilities in the same manner they affected the Consistent Group facilities. 39 Self-Storage Operations - Expansion Facilities Throughout the three-year period ended December 31, 2003, we expanded 35 self-storage facilities or converted them to facilities that combine both traditional self-storage and containerized storage at the same location. These activities caused a drop in revenue levels, as existing capacity was made unavailable in order to accommodate construction activities. Accordingly, the operating results are not comparable in each of the three years ended December 31, 2003. At December 31, 2003, the weighted average occupancy level was approximately 78.9% as compared to 68.7% one year earlier. The operating results for these facilities are presented in the Self-Storage Operations table above under the caption, "Expansion Facilities." Depreciation expense with respect to the expansion facilities was $6,031,000 in 2003, $6,188,000 in 2002, and $4,986,000 in 2001. The increases in depreciation expense are due to the opening of the expanded facilities. These 35 facilities contain approximately 3,807,000 net rentable square feet at December 31, 2002 (which includes the expanded space, and 823,000 square feet of industrial space developed for containerized storage activities - see "Containerized Storage" and "Discontinued Operations"). The aggregate construction costs to complete these expansions totaled approximately $129,543,000 during the four years ended December 31, 2003. Self-Storage Operations -Developed Facilities Since January 1, 1999, we have opened 63 newly developed self-storage facilities and 17 facilities that contain both self-storage and containerized storage at the same location ("Combination Facilities"). These newly developed facilities have an aggregate of 5,898,000 net rentable square feet (of which 712,000 net rentable square feet is industrial space developed for containerized storage activities - see "Containerized Storage" and "Discontinued Operations"). Aggregate development cost for these 80 facilities was approximately $534.6 million. The operating results of the self-storage facilities and Combination facilities are reflected in the Self-Storage Operations table under the caption, "Developed Facilities." 40 The following chart sets forth the operations of the Developed Facilities:
Year ended December 31, Year ended December 31, ------------------------------------- ------------------------------------- 2003 2002 Change 2002 2001 Change ----------- ---------- ---------- ----------- ----------- ----------- (Amounts in thousands, except No. of facilities) Rental income: Self-storage facilities............ $ 28,796 $ 18,360 $ 10,436 $ 18,360 $ 11,580 $ 6,780 Combination facilities............. 10,645 6,763 3,882 6,763 3,290 3,473 ----------- ---------- ---------- ----------- ----------- ----------- Total rental income.............. 39,441 25,123 14,318 25,123 14,870 10,253 ----------- ---------- ---------- ----------- ----------- ----------- Cost of operations: Self-storage facilities............ 13,950 8,921 5,029 8,921 6,590 2,331 Combination facilities............. 4,876 5,036 (160) 5,036 3,062 1,974 ----------- ---------- ---------- ----------- ----------- ----------- Total cost of operations......... 18,826 13,957 4,869 13,957 9,652 4,305 ----------- ---------- ---------- ----------- ----------- ----------- Net operating income before depreciation: Self-storage facilities............ 14,846 9,439 5,407 9,439 4,990 4,449 Combination facilities............. 5,769 1,727 4,042 1,727 228 1,499 ----------- ---------- ---------- ----------- ----------- ----------- Net operating income............. 20,615 11,166 9,449 11,166 5,218 5,948 Depreciation......................... (13,495) (10,623) (2,872) (10,623) (7,246) (3,377) ----------- ---------- ---------- ----------- ----------- ----------- Operating income (loss)............ $ 7,120 $ 543 $ 6,577 $ 543 $ (2,028) $ 2,571 =========== ========== ========== =========== =========== =========== Self-storage facilities, at end of period: Number of facilities............... 63 49 14 49 35 14 Net rentable square feet........... 4,055 3,061 994 3,061 2,154 907 Total development cost............. $ 375,908 $ 267,004 $ 108,904 $ 267,004 $ 174,895 $ 92,109 Combination facilities, at end of period: Number of facilities............... 17 17 - 17 15 2 Net rentable square feet (a)....... 1,844 1,844 - 1,844 1,605 239 Total development cost (a)......... $ 158,677 $ 154,177 $ 4,500 $ 154,177 $ 139,325 $ 14,852
(a) At December 31, 2003, net rentable square feet includes approximately 1,132,000 net rentable square feet related to traditional self-storage and 712,000 net rentable square feet for containerized storage operations. In 2003, we converted 166,000 net rentable square feet of containerized storage space previously used by the discontinued containerized storage operations into 166,000 net rentable square feet of traditional self-storage space for an aggregate cost of $4,500,000. 41 The following table summarizes operating data for the 63 newly developed self-storage facilities included in the table above:
DEVELOPED SELF-STORAGE FACILITIES - ------------------------------------------------------------------------------------------------------------------------------------ Year Ended December 31, Year Ended December 31, --------------------------------------- -------------------------------------- 2003 2002 Change 2002 2001 Change ------------ ----------- ------------ ----------- ----------- ------------ (Dollar amounts in thousands) Rental income (a): Self-storage facilities opened in 2003....... $ 1,566 $ - $ 1,566 $ - $ - $ - Self-storage facilities opened in 2002....... 6,737 1,435 5,302 1,435 - 1,435 Self-storage facilities opened in 2001....... 6,579 4,474 2,105 4,474 1,608 2,866 Self-storage facilities opened in 2000 and 1999 13,914 12,451 1,463 12,451 9,972 2,479 ------------ ----------- ------------ ----------- ----------- ------------ Total rental income....................... 28,796 18,360 10,436 18,360 11,580 6,780 ------------ ----------- ------------ ----------- ----------- ------------ Cost of operations: Self-storage facilities opened in 2003....... $ 1,347 $ - $ 1,347 $ - $ - $ - Self-storage facilities opened in 2002....... 3,660 1,399 2,261 1,399 - 1,399 Self-storage facilities opened in 2001....... 3,389 2,667 722 2,667 1,368 1,299 Self-storage facilities opened in 2000 and 1999 5,554 4,855 699 4,855 5,222 (367) ------------ ----------- ------------ ----------- ----------- ------------ Total cost of operations.................. 13,950 8,921 5,029 8,921 6,590 2,331 ------------ ----------- ------------ ----------- ----------- ------------ Net operating income before depreciation: Self-storage facilities opened in 2003....... $ 219 $ - $ 219 $ - $ - $ - Self-storage facilities opened in 2002....... 3,077 36 3,041 36 - 36 Self-storage facilities opened in 2001....... 3,190 1,807 1,383 1,807 240 1,567 Self-storage facilities opened in 2000 and 1999 8,360 7,596 764 7,596 4,750 2,846 ------------ ----------- ------------ ----------- ----------- ------------ Net operating income........................ 14,846 9,439 5,407 9,439 4,990 4,449 Depreciation.................................. (9,061) (7,032) (2,029) (7,032) (4,522) (2,510) ------------ ----------- ------------ ----------- ----------- ------------ Operating income............................ $ 5,785 $ 2,407 $ 3,378 $ 2,407 $ 468 $ 1,939 ============ =========== ============ =========== =========== ============ Weighted average square foot occupancy during the period: Self-storage facilities opened in 2003....... 24.4% - - - - - Self-storage facilities opened in 2002....... 61.3% 20.6% 197.6% 20.6% - - Self-storage facilities opened in 2001....... 74.3% 44.0% 68.9% 44.0% 22.2% 98.2% Self-storage facilities opened in 2000 and 1999 89.3% 78.5% 13.8% 78.5% 61.1% 28.5% ------------ ----------- ------------ ----------- ----------- ------------ 64.2% 52.3% 22.8% 52.3% 46.7% 12.0% ============ =========== ============ =========== =========== ============ Number of facilities: Self-storage facilities opened in 2003....... 14 - 14 - - - Self-storage facilities opened in 2002....... 14 14 - 14 - 14 Self-storage facilities opened in 2001....... 12 12 - 12 12 - Self-storage facilities opened in 2000 and 1999 23 23 - 23 23 - ------------ ----------- ------------ ----------- ----------- ------------ 63 49 14 49 35 14 ============ =========== ============ =========== =========== ============ Cumulative development cost: Self-storage facilities opened in 2003....... $ 107,126 $ - $ 107,126 $ - $ - $ - Self-storage facilities opened in 2002....... 93,887 92,109 1,778 92,109 - 92,109 Self-storage facilities opened in 2001....... 66,905 66,905 - 66,905 66,905 - Self-storage facilities opened in 2000 and 1999 107,990 107,990 - 107,990 107,990 - ------------ ----------- ------------ ----------- ----------- ------------ $ 375,908 $ 267,004 $108,904 $ 267,004 $ 174,895 $ 92,109 ============ =========== ============ =========== =========== ============
42 Unlike many other forms of real estate, we are unable to pre-lease our newly developed facilities due to the nature of our tenants. Accordingly, at the time a newly developed facility first opens for operation the facility is entirely vacant generating no rental income. Historically, we estimated that on average it takes approximately 36 months for a newly developed facility to fill up and reach a targeted occupancy level of approximately 90%. We believe that the newly developed self-storage facilities have been affected by the operating trends in occupancy and realized rents noted above with respect to the Consistent Group of facilities. In addition, move-in discounts, which increased significantly in 2002 and 2003, have had a more pronounced effect upon realized rates for the newly developed facilities, because such facilities tend to have a higher ratio of newer tenants. During 2003, the Developed Self-Storage Facilities had a weighted average occupancy level of approximately 64.2%, as compared to 52.3% in 2002 and 46.7% in 2001. Property operating expenses are substantially fixed, consisting primarily of payroll, property taxes, utilities, and marketing costs. The rental revenue of a newly developed facility will generally not cover its property operating expenses (excluding depreciation) until the facility has reach an occupancy level of approximately 30% to 34%. However, at that occupancy level, the rental revenues from the facility are still not sufficient to cover related depreciation expense and cost of capital with respect to the facility's development cost. During construction of the self-storage facility, we capitalize interest costs and include such cost as part of the overall development cost of the facility. Once the facility is opened for operations interest is no longer capitalized. Due to the relationship between the generation of rental income and immediate recognition of expenses upon opening of a facility, our development activities have had a negative impact on our net income. The yield on development cost for these facilities for the year ended December 31, 2003, based on net operating income before depreciation, was approximately 3.9%, which is lower than our ultimate yield expectations. We expect these yields to improve significantly as these facilities continue to increase their occupancy levels and rental income.. This improvement in yield will be a source of earnings growth in future years. We continue to develop facilities, despite the short-term earnings dilution experienced during the fill-up period, because we believe that the ultimate returns on developed facilities are favorable. In addition, we believe that it is advantageous for us to continue to expand our asset base and benefit from the resulting increased critical mass, with facilities that will improve our portfolio's overall average construction and location quality. We expect that over at least the next 12 months, the Developed Self-Storage Facilities will continue to have a negative impact to our earnings. Furthermore, the 38 expansion and newly developed facilities in our development pipeline described in "Liquidity and Capital Resources - Acquisition and Development of Facilities" that will be opened for operation over the next 12 - 24 months will also negatively impact our earnings until they reach a stabilized occupancy level. COMMERCIAL PROPERTY OPERATIONS: Commercial property operations included in our consolidated financial statements include commercial space owned by the Company and entities consolidated by the Company. We have a much larger interest in commercial properties through our ownership interest in PSB. Our investment in PSB is accounted for on the equity method of accounting, and accordingly our share of PSB's earnings is reflected as "Equity in earnings of real estate entities", see below. Our commercial operations are comprised of 1,187,000 net rentable commercial space operated at certain of the self-storage facilities and three stand-alone commercial facilities having a total of 204,000 net rentable square feet. The following table sets forth the historical commercial property amounts included in the financial statements: 43 Commercial Property Operations (excluding discontinued operations):
Year Ended December 31, Year Ended December 31, ------------------------------------- ------------------------------------- 2003 2002 Change 2002 2001 Change ------------- ------------ --------- ------------- ---------- --------- (Amounts in thousands) Rental income ............... $11,442 $11,781 $(339) $11,781 $12,070 $(289) Cost of operations............ 4,688 4,462 226 4,462 3,861 601 ------------- ------------ --------- ------------- ---------- --------- Net operating income....... 6,754 7,319 (565) 7,319 8,209 (890) Depreciation expense.......... 2,535 2,544 (9) 2,544 2,569 (25) ------------- ------------ --------- ------------- ---------- --------- Operating income........... $4,219 $4,775 $(556) $4,775 $5,640 $(865) ============= ============ ========= ============= ========== =========
The decrease in rental income in 2003 as compared to 2002 is due primarily to a vacancy in one of the three stand-alone commercial facilities, which caused a reduction in rental income of approximately $250,000 during 2003 as compared to 2002. During 2002, we sold one of our commercial facilities to a third party for an aggregate $3.9 million in cash. The historical operations with respect to this facility are classified as "Discontinued Operations" in our income statement and are not included in the above table. CONTAINERIZED STORAGE OPERATIONS: In August 1996, Public Storage Pickup & Delivery ("PSPUD"), a subsidiary of the Company, made its initial entry into the containerized storage business through its acquisition of a single facility operator located in Irvine, California. At December 31, 2001, PSPUD had 55 facilities that had been opened between 1996 and 2001 either through development or leasing of facilities. During 2002, we reevaluated our operational strategy and closed 22 facilities. In 2003 we closed an additional nine non-strategic facilities. Collectively the 31 discontinued facilities are referred to as the "Closed Facilities." At December 31, 2003, PSPUD operated 24 facilities in 11 states, which are located in major markets in which we have significant market presence with respect to our traditional self-storage facilities. The operations with respect to the Closed Facilities, including historical operating results for previous periods, are not included in the table below and instead are included in "Discontinued Operations - containerized storage" on our income statement. PSPUD's operations, which exclude the Closed Facilities, are reflected on the table below: Containerized storage (excluding discontinued operations):
Year Ended December 31, Year Ended December 31, ----------------------------------- ----------------------------------- 2003 2002 Change 2002 2001 Change ---------- --------- --------- ----------- ---------- -------- (Dollar amounts in thousands) Rental and other income ............ $33,953 $29,723 $4,230 $29,723 $28,474 $1,249 ---------- --------- --------- ----------- ---------- --------- Cost of operations: Direct operating costs.......... 19,239 21,373 (2,134) 21,373 20,888 485 Facility lease expense.......... 1,679 1,683 (4) 1,683 4,053 (2,370) ---------- --------- --------- ----------- ---------- --------- Total cost of operations..... 20,918 23,056 (2,138) 23,056 24,941 (1,885) ---------- --------- --------- ----------- ---------- --------- Operating income prior to depreciation.................. 13,035 6,667 6,368 6,667 3,533 3,134 Depreciation expense (a)............ (6,311) (4,547) (1,764) (4,547) (4,392) (155) ---------- --------- --------- ----------- ---------- --------- Operating income (loss)............. $ 6,724 $ 2,120 $4,604 $ 2,120 $ (859) $2,979 ========== ========= ========= =========== ========== =========
(a) Depreciation expense principally relates to the depreciation related to the containers, however, depreciation expense for 2003, 2002 and 2001 includes $1,566,000, $1,012,000, and $786,000, respectively, related to real estate facilities. Rental and other income includes monthly rental charges to customers for storage of the containers and service fees charged for pickup and delivery of containers to customers' homes. Rental income increased to $33,953,000 in 2003 as compared to $29,723,000 in 2002 as a result of higher per container rents. At December 31, 2003, there were approximately 33,780 occupied containers in the 24 facilities that are reflected in "ongoing" operations. We continue to evaluate the business operations and additional facilities may be closed. 44 Direct operating costs principally includes payroll, equipment lease expense, property taxes, utilities and vehicle expenses (fuel and insurance). During 2002, an asset impairment charge was recorded in the amount of $420,000 with respect to machinery and equipment of the containerized storage facilities because such equipment was no longer required. Facility lease expense decreased from $4,053,000 in 2001 to $1,683,000 in 2002, principally due to moving operations from leased facilities to wholly-owned facilities, and thus eliminating the lease expense paid to third parties as well as discontinuing operations at leased facilities. This process was completed in 2002. At December 31, 2003, six of the 24 containerized storage facilities are leased from third parties. The remaining 18 facilities were operated in facilities owned by the Company, comprised of 13 combination facilities with an aggregate of 805,000 square feet of industrial space (this square footage is a component of the total net rentable square footage of the Expansion Facilities and the Developed Facilities in the table above) and five industrial facilities having an aggregate of 404,000 net rentable square feet. The containerized storage operations may continue to adversely impact our future earnings and cash flows. There can be no assurance as to the level of the containerized storage business's expansion, level of gross rentals, level of move-outs or profitability. See "Discontinued Operations" below for a discussion of operating results of the Closed Facilities. TENANT REINSURANCE OPERATIONS: On December 31, 2001, we acquired PS Insurance Company, Ltd. ("PS Insurance") from a related party. PS Insurance reinsures policies against losses to goods stored by tenants in our self-storage facilities. Effective January 1, 2002, the operations of PS Insurance are included in the income statement under "Revenues - tenant reinsurance premiums" and "Cost of operations - tenant reinsurance." The tenant reinsurance business earned $22,464,000 and $19,947,000 in revenues for the years ended December 31, 2003 and 2002, respectively, and incurred $11,987,000 and $9,411,000 in operating expenses, with respect to the same period. PS Insurance generated net operating profits of $10,477,000 and $10,536,000 for the years ended December 31, 2003 and 2002, respectively. The level of tenant reinsurance revenues is largely dependent upon our occupancy level and move-in activity. As of December 31, 2003 and 2002, approximately 37% of our self-storage tenant base had such policies. New insurance business comes from tenants who sign up for insurance as they move into our self-storage facilities. We have outside third-party insurance coverage for losses from any individual event that exceeds a loss of $500,000, to a limit of $10,000,000. Losses below these amounts are recorded as cost of operations for the tenant reinsurance operations. EQUITY IN EARNINGS OF REAL ESTATE ENTITIES: In addition to our ownership of equity interests in PSB, we had general and limited partnership interests in seven limited partnerships at December 31, 2003 (PSB and the limited partnerships are collectively referred to as the "Unconsolidated Entities"). Due to our limited ownership interest and limited control of these entities, we do not consolidate the accounts of these entities for financial reporting purposes, and account for such investments using the equity method. 45 Equity in earnings of real estate entities for the year ended December 31, 2003 consists of our pro-rata share of the Unconsolidated Entities based upon our ownership interest for the period. The following table sets forth the significant components of equity in earnings of real estate entities:
Historical summary: Year Ended December 31, Year Ended December 31, - ------------------- ------------------------- Dollar ------------------------ Dollar 2003 2002 Change 2002 2001 Change ----------- ---------- --------- ----------- ---------- -------- (Amounts in thousands) Property operations: PSB $64,242 $65,212 $(970) $65,212 $52,200 $13,012 Disposed Investments (1)............... 10 325 (315) 325 16,278 (15,953) Other Investments (2).................. 6,278 5,667 611 5,667 5,769 (102) ----------- ---------- --------- ----------- ---------- -------- 70,530 71,204 (674) 71,204 74,247 (3,043) ----------- ---------- --------- ----------- ---------- -------- Depreciation: PSB.................................... (26,048) (25,459) (589) (25,459) (17,534) (7,925) Disposed Investments (1)............... - (65) 65 (65) (5,843) 5,778 Other Investments (2).................. (1,705) (1,554) (151) (1,554) (1,719) 165 ----------- ---------- --------- ----------- ---------- -------- (27,753) (27,078) (675) (27,078) (25,096) (1,982) ----------- ---------- --------- ----------- ---------- -------- Other: (3) PSB (4)................................ (18,507) (15,292) (3,215) (15,292) (11,440) (3,852) Disposed Investments (1)............... - - - - (296) 296 Other Investments (2).................. 696 1,054 (358) 1,054 1,127 (73) ----------- ---------- --------- ----------- ---------- -------- (17,811) (14,238) (3,573) (14,238) (10,609) (3,629) ----------- ---------- --------- ----------- ---------- -------- Total equity in earnings of real estate entities.................................. $24,966 $29,888 $(4,922) $29,888 $38,542 $(8,654) =========== ========== ========= =========== ========= ========
(1) Amounts include our pro-rata share of the earnings for the Development Joint Venture, which we began to consolidate effective January 16, 2002 and two partnerships that we began to consolidate effective January 1, 2002. On the respective dates of consolidation, we had obtained a controlling interest in these partnerships and began to consolidate the operations of these partnerships, and no longer account for our interest in these partnerships using the equity method (see Note 3 to the consolidated financial statements). Amounts also include income with respect to an investment that was disposed of in the second quarter of 2003. (2) Amounts include equity in earnings recorded for investments that have been held consistently throughout the three years ended December 31, 2003. (3) "Other" reflects our share of general and administrative expense, interest expense, interest income, and other non-property, non-depreciation related operating results of these entities. (4) Our equity in earnings includes our pro-rata share of gain on disposition of real estate investments totaling $187,000 and $3,737,000, respectively, during 2003 and 2002 (none in 2001). The decrease in equity in earnings of real estate entities when comparing 2002 to 2001, is caused by the consolidation of the Development Joint Venture and two additional partnerships (as discussed in Note 3 to the consolidated financial statements), partially offset by our pro-rata share of PSB's gain on sale of real estate investments totaling $3,737,000 for 2002. The decrease in equity in earnings of real estate entities when comparing 2003 to 2002 is caused by the net impact of PSB's gains, losses, and impairment charges recorded in these periods. Equity in earnings of PSB represents our pro-rata share (approximately 44% at December 31, 2003 and 2002) of the earnings of PS Business Parks, Inc., a publicly traded real estate investment trust (American Stock Exchange symbol "PSB") organized by the Company on January 2, 1997. As of December 31, 2003, we owned 5,418,273 common shares and 7,305,355 operating partnership units (units which are convertible into common shares on a one-for-one basis) in PSB. At December 31, 2003, PSB owned and operated 18.3 million net rentable square feet of commercial space located in eight states. PSB also manages approximately 960,000 net rentable square feet of commercial space owned by the Company and affiliated entities at December 31, 2003 pursuant to property management agreements. 46 Accordingly, our future equity income from PSB will be dependent entirely upon PSB's operating results. PSB's filings and selected financial information can be accessed through the Securities and Exchange Commission, and on its website, www.psbusinessparks.com. On January 16, 2002, we acquired the remaining 70% ownership interest in the Development Joint Venture for cash totaling approximately $153,078,000. As a result, we began consolidating the operating results of the Development Joint Venture and no further equity in earnings will be recorded with respect to this entity for periods after January 16, 2002. Effective January 1, 2002 (see Note 3 to the financial statements), we began consolidating the operating results of two other partnerships and no longer record equity in these entity's earnings with respect to our investments in these partnerships. Our earnings with respect our interests in these entities are included in the table above in the line "Disposed Investments." No further equity in earnings will be recorded with respect to these entities for periods after their respective dates of consolidation or disposal. The "Other Investments" includes our equity in earnings with respect to our pro-rata share of earnings with respect to seven limited partnerships, for which we held an approximately consistent level of equity interest during the three years ended December 31, 2002. The Company formed these limited partnerships during the 1980's. The Company is the general partner in each limited partnership, and manages each of these facilities for a management fee that is included in "interest and other income." The limited partners consist of numerous individual investors, including the Company, which throughout the 1990's acquired units of limited partnership interests in these limited partnerships in various transactions. Our future earnings with respect to the "Other investments" will be dependent upon the operating results of the 36 self-storage facilities that these entities own. The operating characteristics of these facilities are similar to those of the Company's self-storage facilities, and are subject to the same operational issues as the Consistent Group of self-storage facilities as discussed above with respect to Self-Storage Operations. See Note 6 to the consolidated financial statements for the operating results of these entities for the years ended December 31, 2003 and 2002. Other Income and Expense Items - -------------------------------------------------------------------------------- INTEREST AND OTHER INCOME: Interest in other income includes (i) the net operating results from our third party property management operations, (ii) the net operating results from our merchandise sales and consumer truck rentals and (iii) interest income. Interest and other income remained constant in 2003 as compared to 2002, reflecting the impact of improved operating results from our merchandise sales and consumer truck rentals, offset by lower interest income attributable to lower average interest rates on short-term cash investments and principal payments received on notes receivable. Interest and other income has decreased in 2002 as compared to 2001 principally as a result of lower cash balances invested in interest bearing accounts, lower interest rates, and the reduction in income generated from affiliated entities that were acquired by the Company. DEPRECIATION AND AMORTIZATION: Depreciation and amortization expense was $185,775,000 in 2003, $177,978,000 in 2002, and $164,914,000 in 2001. Included in depreciation expense with respect to our real estate facilities was $171,561,000 in 2003, $166,871,000 in 2002, and $151,999,000 in 2001; the increases are due to the acquisition and development of additional real estate facilities in 1999 through 2003. Depreciation expense with respect to other assets, primarily depreciation of equipment and containers associated with the containerized storage operations, was $7,610,000 in 2003, $4,503,000 in 2002, and $3,606,000 in 2001. Amortization expense with respect to intangible assets totaled $6,604,000 for the years ended December 31, 2003 and 2002, respectively, and $9,309,000 for the year ended December 31, 2001. 47 Depreciation and amortization during 2003 with respect to real estate facilities acquired or developed during 2003 amounted to $971,000 which was for a partial period for the time they were acquired until December 31, 2003, and we expect the annual depreciation expense with respect to these facilities for 2003 and forward will approximate $2,705,000. GENERAL AND ADMINISTRATIVE EXPENSE: General and administrative expense was $17,127,000 in 2003, $15,619,000 in 2002, and $21,038,000 in 2001. General and administrative costs for each year principally consist of state income taxes, investor relation expenses, and corporate and executive salaries. In addition, general and administrative expense includes expenses that vary depending upon the Company's activity levels in certain areas, such as overhead associated with the acquisition and development of real estate facilities, employee severance, and product research and development expenditures. The increase in general and administrative expense from 2002 to 2003 is primarily due to higher stock-based compensation expense. Included in general and administrative expense for 2003 is $2,685,000 with respect to stock-based compensation expense, including $530,000 in stock option expense, $970,000 in restricted stock expense, and $1,185,000 in payroll taxes and other costs associated with employees' exercise of 2,743,000 stock options in 2003. Stock-based compensation expense totaled $543,000 for 2002, which is comprised of $163,000 in stock option expense and $380,000 in payroll taxes and other costs associated with employees' exercise of 949,000 stock options during 2002. Restricted stock expense, based upon restricted stock units outstanding and the market price of our common stock at December 31, 2003, should approximate $2,592,000 in 2004, while stock option expense should approximate $600,000 in 2004, exclusive of payroll taxes on exercises of options. Future grants of restricted stock units and stock options could further increase our future stock-based compensation expense. The future level of payroll taxes and other costs associated with employees' exercise of stock options will depend upon the timing of employees' exercise of approximately 3,088,618 stock options outstanding at December 31, 2003, the Company's stock price at the time of exercise, and the level of future grants of stock options. General and administrative expense decreased in 2002 as compared to 2001, due primarily to a reduction in expenditures for product research, development overhead, consulting fees, lease termination costs relating to our PSPUD business, and employee severance costs, all of which totaled $5,630,000 in 2001. INTEREST EXPENSE: Interest expense was $1,121,000 in 2003, $3,809,000 in 2002, and $3,227,000 in 2001. Debt and related interest expense remain relatively low compared to our overall asset base. The decrease in interest expense in 2003 compared to 2002 and 2001 is principally the result of lower average debt balances, offset partially by decreased capitalized interest due to lower average in-process development balances. Capitalized interest expense totaled $6,010,000 in 2003, $6,513,000 in 2002, and $8,992,000 in 2001 in connection with our development activities. Interest paid, including capitalized interest, was $7,131,000 in 2003, $10,322,000 in 2002, and $12,219,000 in 2001. We expect that our aggregate interest cost (interest expensed and capitalized interest combined) during fiscal 2004 will continue to decline as a result of principal amortization. During fiscal 2004, scheduled principal amortization approximates $40.0 million, of which approximately $28.0 million should be paid in the first half of 2004. In 2004, we expect that our average in-process development balances will exceed our average debt balances, and therefore we believe that virtually all of our interest will be capitalized in 2004. Accordingly, we expect that interest expense, net of capitalization, will be nominal. 48 MINORITY INTEREST IN INCOME: Minority interest in income represents the income allocable to equity interests in Consolidated Entities, which are not owned by the Company. The following table summarizes minority interest in income for each of the three years ended December 31, 2003:
Minority interest in income for the year ended ------------------------------------------------ December 31, December 31, December 31, Description 2003 2002 2001 ----------- -------------- ------------- -------------- (in thousands) Preferred partnership interests............... $ 26,906 $ 26,906 $ 31,737 Consolidated Development Joint Venture (a).... 2,905 2,399 1,074 Newly Consolidated Partnerships (b)........... 3,649 3,357 - Convertible Partnership Units (c)............. 305 283 359 Acquired minority interests (d)............... 415 3,003 4,611 Other minority interests (e).................. 9,523 8,139 8,234 -------------- ------------- -------------- Total minority interests in income............ $ 43,703 $ 44,087 $ 46,015 ============== ============= ==============
(a) These amounts reflect income allocated to the minority interests in the Consolidated Development Joint Venture. Included in minority interest in income is $3,362,000, $3,227,000, and $2,386,000 in depreciation expense for the years ended December 31, 2003, 2002, and 2001, respectively. (b) These amounts reflect the minority interests in two partnerships that we began consolidating effective January 1, 2002, as described in Note 3 to the Company's consolidated financial statements. Included in minority interest in income is $647,000 and $721,000 in depreciation expense for the years ended December 31, 2003 and 2002. (c) These amounts reflect the minority interests represented by the Convertible Partnership Units (see Note 9 to the consolidated financial statements). Included in minority interest is $342,000, $354,000, and $308,000 in depreciation expense for the years ended December 31, 2003, 2002, and 2001, respectively. (d) These amounts reflect income allocated to minority interests that the Company acquired as of December 31, 2003, and are therefore no longer outstanding at December 31, 2003. Included in minority interest in income is $216,000, $2,286,000, and $3,000,000 in depreciation expense for the years ended December 31, 2003, 2002, and 2001, respectively. (e) These amounts reflect income allocated to minority interests that were outstanding consistently throughout the three years ended December 31, 2003. Included in minority interest in income is $1,761,000, $1,499,000, and $2,153,000 in depreciation expense for the years ended December 31, 2003, 2002, and 2001, respectively. On March 17, 2000, one of our consolidated operating partnerships issued $240.0 million of 9.5% Series N Cumulative Redeemable Perpetual Preferred Units. On March 29, 2000 the partnership issued $75.0 million of 9.125% Series O Cumulative Redeemable Perpetual Preferred Units and on August 11, 2000, issued $50.0 million of 8.75% Series P Cumulative Redeemable Perpetual Preferred Units. In August 2001, we repurchased, at par, $30 million of 9.125% Series O Cumulative Redeemable Perpetual Preferred Units. In October 2001, we repurchased, at par, $50 million of 8.75% Series P Cumulative Redeemable Perpetual Preferred Units. For the years ended December 31, 2001, 2002, and 2003, the holders of our preferred partnership units were paid in aggregate approximately $31,737,000, $26,906,000 and $26,906,000, respectively, in distributions and received a corresponding allocation of minority interest in earnings for the respective period. We estimate that during 2004 we will pay aggregate distributions totaling $26.9 million to these units with a corresponding allocation of income to minority interest in earnings. In November 1999, we formed a development joint venture (the "Consolidated Development Joint Venture") with a joint venture partner whose partners include an institutional investor and the Company's Chairman and former CEO, B. Wayne Hughes ("Mr. Hughes"). The Consolidated Development Joint Venture is funded solely with equity capital consisting of 51% from the Company and 49% from the joint venture partner. Included in minority interest in income for the years ended December 31, 2001, 2002, and 2003 is $1,074,000, $2,399,000, and $2,905,000, respectively, representing our joint venture partner's pro-rata interest in the operations of the Consolidated Development Joint Venture. The facilities in the entity are newly developed facilities that are all in the fill-up phase. The increase in minority interest in income in 2003 and 2002 as compared to the preceding years with respect to the Consolidated Development Joint Venture is due to the opening and fill-up of the facilities owned by this entity. We expect that such minority interest in income will continue to increase during 2004 as the facilities continue to fill-up and increase the earnings of this entity. 49 Newly Consolidated Partnerships reflect the minority interests in two partnerships that we began consolidating effective January 1, 2002, as described in Note 3 to the consolidated financial statements. In addition, as described in Note 8, during 2002 we recorded the pending sale of a partnership interest in the Newly Consolidated Partnerships, and for all periods following the sale of this interest, income will be allocated to these interests. The acquired minority interests reflect interests in the consolidated entities that the Company acquired as of December 31, 2003 and are therefore no longer outstanding. There will be no further income allocated to these interests in 2004 and beyond. Other minority interests reflect income allocated to minority interests that have maintained a consistent level of interest throughout the three years ended December 31, 2003, comprised of investments in the Consolidated Entities and the Operating Partnership Units described in Note 9 to the Company's financial statements. The level of income allocated to these interests in the future is dependent upon the operating results of the storage facilities that these entities own, as well as any acquisitions of minority interests that the Company does in the future. DISCONTINUED OPERATIONS: As described more fully in the Note 4 to the consolidated financial statements, during 2002 and 2003 we implemented a business plan that included the closure of 31 of the 55 containerized storage facilities that were open at December 31, 2001 (these 31 facilities are referred to hereinafter as the "Closed Facilities"). Also, in 2003, we sold five self-storage facilities (the "Sold Self-Storage Facilities"), and in 2002 we sold one of our commercial facilities (the "Sold Commercial Property") to a third party. During 2002, in connection primarily with the closure or planned closure of 22 of the Closed Facilities, we recorded asset impairment losses with respect to the containers and equipment utilized by these facilities totaling $6,504,000. In 2003, we recorded impairment charges on assets for nine Closed Facilities of $2,479,000 and a $750,000 impairment charge on a real estate facility previously used by the containerized storage business, as well as an additional $355,000 loss upon sale of this real estate facility. During 2002, lease termination costs, representing the expected remaining lease liability following closure of the facilities, were accrued in the amount of $2,447,000 for 2002. In accordance with the provisions of Statement of Financial Accounting Standards No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" which we adopted on January 1, 2003, we no longer accrue for such lease termination or other liabilities and instead recognize such expenses as they are incurred. Such lease termination accruals would have been approximately $610,000 in the year ended December 31, 2003. The historical operations of the aforementioned facilities (including the asset impairment losses and lease termination costs) are classified as discontinued operations, with the rental income, cost of operations, and depreciation expense with respect to these facilities for current and prior periods included in the line-item "Discontinued Operations" on the consolidated income statement. These amounts are set forth below: 50 Discontinued Operations: - ------------------------
Year Ended December 31, Year Ended December 31, ------------------------------------- ------------------------------------ 2003 2002 Change 2002 2001 Change ------------- ---------- ---------- ----------- --------- --------- (Dollar amounts in thousand) Rental income (a): Sold self-storage facilities.... $1,579 $1,841 $(262) $1,841 $1,897 $(56) Closed facilities............... 9,385 22,396 (13,011) 22,396 19,212 3,184 Sold commercial property........ - 268 (268) 268 460 (192) ------------- ---------- ---------- ----------- --------- --------- Total rental income......... 10,964 24,505 (13,541) 24,505 21,569 2,936 Cost of operations (a): Sold self-storage facilities.... 617 742 (125) 742 769 (27) Closed facilities............... 8,178 22,588 (14,410) 22,588 18,063 4,525 Sold commercial property........ - 84 (84) 84 111 (27) ------------- ---------- ---------- ----------- --------- --------- Total cost of operations.... 8,795 23,414 (14,619) 23,414 18,943 4,471 Depreciation and amortization (a): Sold self-storage facilities.... 424 528 (104) 528 523 5 Closed facilities............... 1,804 3,035 (1,231) 3,035 2,508 527 Sold commercial property........ - 107 (107) 107 116 (9) ------------- ---------- ---------- ----------- --------- --------- Total depreciation and amortization ....................... 2,228 3,670 (1,442) 3,670 3,147 523 ------------- ---------- ---------- ----------- --------- --------- Loss before other items............. (59) (2,579) 2,520 (2,579) (521) (2,058) Other items: Sold self-storage facilities (b) 5,476 - 5,476 - - - Closed facilities (c)........... (3,584) (8,951) 5,367 (8,951) - (8,951) Sold commercial property........ - - - - - - ------------- ---------- ---------- ----------- --------- --------- Total other items............ 1,892 (8,951) 10,843 (8,951) - (8,951) ------------- ---------- ---------- ----------- --------- --------- Net discontinued operations (d)..... $1,833 ($11,530) $13,363 ($11,530) $521 ($11,009) ============= ========== ========== =========== ========= =========
(a) These amounts represent the historical operations of the Closed Facilities and the Sold Facilities. Amounts with respect to these facilities for periods prior to 2002 were previously classified as rental income, cost of operations, and depreciation expense and gain/(loss) on sales in the financial statements. (b) This represents the gain on sale recorded upon the completion of the sale of the Sold Self-storage facilities. (c) Other charges include asset impairment charges with respect to the furniture, fixtures, and other assets of the Closed Facilities totaling $2,479,000 and $6,504,000 for the years ended December 31, 2003 and 2002, respectively. Amounts for 2003 also include a $750,000 impairment charge and a $355,000 loss on sale with respect to a real estate facility previously used by one of the Closed Facilities, which was sold in December 2003. Amounts for 2002 also include lease termination accruals. (d) The net discontinued operations have resulted in an increase in our earnings per share of $0.01 per diluted common share for 2003 and reductions to our earnings per share of $0.09 and $0.00 per diluted common share for each of the two years ended December 31, 2002 and 2001, respectively. Six of the Closed Facilities are in the process of closing which may take up to several months to complete. We expect that these facilities will continue to generate operating losses until final closure. 51 GAIN (LOSS) IN DISPOSITION OF REAL ESTATE: In the year ended December 31, 2003, we recorded a net gain on disposition of real estate assets of $1,007,000, as compared to a loss of $2,541,000 in 2002 and a gain of $4,091,000 in 2001. The gain in 2003 is composed of a gain on sale of investments of $316,000, and a gain on sale of seven parcels of land and two self-storage facilities aggregating $691,000. The net loss in 2002 is composed of a loss on disposition of land and a commercial facility totaling $702,000 as described in Note 6, combined with a loss on disposition of partnership interests in the amount of $1,839,000 as described in Note 9. The gain in 2001 is related to the disposition of two real estate facilities and a parcel of land. Liquidity and Capital Resources - -------------------------------------------------------------------------------- We believe that our internally generated net cash provided by operating activities will continue to be sufficient to enable us to meet our operating expenses, capital improvements, debt service requirements and distributions to shareholders for the foreseeable future. Operating as a real estate investment trust ("REIT"), our ability to retain cash flow for reinvestment is restricted. In order for us to maintain our REIT status, a substantial portion of our operating cash flow must be used to make distributions to our shareholders (see "Requirement to Pay Distributions" below). However, despite the significant distribution requirements, we have been able to retain a significant amount of our operating cash flow. The following table summarizes our ability to fund distributions to the minority interest, capital improvements to maintain our facilities, and distributions to our shareholders through the use of cash provided by operating activities. The remaining cash flow generated is available to make both scheduled and optional principal payments on debt and for reinvestment.
For the Year Ended December 31, (Amount in thousands) ----------------------------------------- 2003 2002 2001 ---------- ---------- ---------- Net cash provided by operating activities............................. $594,430 $588,961 $538,534 Allocable to minority interests (Preferred Units)..................... (26,906) (26,906) (31,737) Allocable to minority interests (common equity)....................... (23,125) (25,268) (22,125) ---------- ---------- ---------- Cash from operations allocable to our shareholders.................... 544,399 536,787 484,672 Capital improvements to maintain our facilities: Self-storage facilities............................................. (29,287) (25,952) (34,436) Commercial properties............................................... (888) (1,041) (1,042) Add back: minority interest share of capital improvements to maintain facilities........................................................ 505 926 1,267 ---------- ---------- ---------- Remaining operating cash flow available for distributions to our shareholders....................................................... 514,729 510,720 450,461 Distributions paid: Preferred stock dividends.......................................... (146,196) (148,926) (117,979) Equity Stock, Series A dividends................................... (21,501) (21,501) (19,455) Regular distributions to Common and Class B shareholders........... (225,864) (221,299) (162,481) Special distributions to Common and Class B shareholders (a)....... - - (42,115) ---------- ---------- ---------- Cash available for principal payments on debt and reinvestment........ $121,168 $118,994 $108,431 ========== ========== ==========
(a) The special distribution in 2001 enabled the Company to maintain its REIT status with respect to the distribution requirements. 52 Our financial profile is characterized by a low level of debt to total capitalization, increasing net income, increasing cash flow from operations, and a conservative dividend payout ratio with respect to the common stock. We expect to fund our growth strategies with cash on hand at December 31, 2003, internally generated retained cash flows, and proceeds from issuing equity securities. In general, our current strategy is to continue to finance our growth with permanent capital, either common or preferred equity. We have in the past used our $200 million line of credit as temporary "bridge" financing, and repaid those amounts with internally generated cash flows and proceeds from the placement of permanent capital. As of December 31, 2003, we had no outstanding borrowings under our $200 million bank line of credit, which matures on October 31, 2004. We are currently in the process of amending this credit facility to provide for, among other items, an extension of the maturity date and enhancement to certain covenants. Over the past three years we have funded substantially all of our acquisitions with permanent capital (both common and 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. We have chosen this method of financing for the following reasons: (i) under the REIT structure, a significant amount of operating cash flow needs to be distributed to our shareholders making it difficult to repay debt with operating cash flow alone, (ii) our perpetual preferred stock has no sinking fund requirement, or maturity date and does not require redemption, all of which eliminate any future refinancing risks, (iii) after the end of a non-call period, we have the option to redeem the preferred stock at any time, which in 2003, 2002, and 2001 enabled us to effectively refinance higher coupon preferred stock with new preferred stock at lower rates, (iv) preferred stock does not contain onerous covenants, thus allowing us to maintain significant financial flexibility, and (v) dividends on the preferred stock can be applied to our REIT distribution requirements. Our credit ratings on each of our series of Cumulative Preferred Stock by each of the three major credit agencies are "Baa2" by Moody's and "BBB+" by both Standard & Poor's and Fitch IBCA. Our portfolio of real estate facilities remains substantially unencumbered. At December 31, 2003, we had mortgage debt outstanding of $16.6 million (which encumbers 21 facilities with a book value of $55.5 million) and unsecured debt in the amount of $59.4 million. We believe that our size and financial flexibility enables us to access capital when appropriate. Since 2001, we completed the following capital raising activities (amounts are presented net of issuance costs):
Cumulative Equity Stock Securities issued Date issued Preferred Stock Series A - ------------------------------------------- ------------------- --------------- ------------ (in thousands) 8.600% Cumulative Preferred Stock, Series Q January 19, 2001 $ 166,966 $ - Public issuance of Equity Stock, Series A April 11, 2001 - 51,836 Direct placement of Equity Stock, Series A May 31, 2001 - 20,294 8.00% Cumulative Preferred Stock, Series R September 28, 2001 493,085 - 7.875% Cumulative Preferred Stock, Series S October 31, 2001 139,022 - Direct placement of Equity Stock, Series A November 21, 2001 - 2,690 7.625% Cumulative Preferred Stock, Series T January 18, 2002 145,075 - 7.625% Cumulative Preferred Stock, Series U February 19, 2002 145,075 - 7.500% Cumulative Preferred Stock, Series V September 30, 2002 166,866 - 6.500% Cumulative Preferred Stock, Series W October 6, 2003 128,126 - 6.500% Cumulative Preferred Stock, Series X November 13, 2003 116,020 - 6.850% Cumulative Preferred Stock, Series Y January 2, 2004 40,000 - 6.250% Cumulative Preferred Stock, Series Z March 5, 2004 108,956 - --------------- ------------ $1,649,191 $74,820 =============== ============
On January 2, 2004, in a private transaction, we sold 1,600,000 shares (par value of $40,000,000) of our Preferred Stock, Series Y, priced at 6.850%. On March 5, 2004, we sold 4,500,000 depositary shares, with each depositary share representing 1/1,000 of a share of 6.250% Cumulative Preferred Stock, Series Z (par value $112,500,000). 53 We used approximately $1,034,521,000 of these net proceeds in order to redeem higher-coupon preferred securities, as follows:
Preferred Date Redeemed or Cumulative Partnership Security Redeemed or Repurchased Repurchased Preferred Stock Units - ------------------------------------------- --------------------- ----------------- ----------- (in thousands) 9.125% Cumulative Preferred Units, Series O August 31, 2001 $ - $ 30,000 8.875% Cumulative Preferred Stock, Series G September 28, 2001 172,525 - 8.450% Cumulative Preferred Stock, Series H October 5, 2001 168,775 - 8.750% Cumulative Preferred Units, Series P October 15, 2001 - 50,000 8.625% Cumulative Preferred Stock, Series I November 13, 2001 100,025 - 10.00% Cumulative Preferred Units, Series A September 30, 2002 45,643 - 8.000% Cumulative Preferred Stock, Series J October 7, 2002 150,018 - Cumulative Preferred Stock, Series C October 7, 2002 30,018 - 9.200% Cumulative Preferred Stock, Series B March 31, 2003 57,517 - 8.250% Cumulative Preferred Stock, Series K January 19, 2004 115,000 - 8.250% Cumulative Preferred Stock, Series L March 10, 2004 115,000 - ----------------- ---------- $ 954,521 $80,000 ================= ==========
The Cumulative Preferred Stock amounts listed above include redemption costs. During 2005, approximately $398 million of preferred securities become redeemable, at our option, having a weighted average rate of 9.6%. It is our intent to redeem these securities with lower rate preferred securities. As indicated above, we recently issued preferred securities with a rate of 6.25%. There is no assurance that rates will continue at these historical low levels. We may, during the course of 2004, issued preferred stock in anticipation of the aforementioned 2005 redemptions. REQUIREMENT TO PAY DISTRIBUTIONS: We have operated, and intend to continue to operate, in such a manner as to qualify as a REIT under the Internal Revenue Code of 1986, but no assurance can be given that we will at all times so qualify. To the extent that the Company continues to qualify as a REIT, we will not be taxed, with certain limited exceptions, on the taxable income that is distributed to our shareholders, provided that at least 90% of our taxable income is so distributed to our shareholders prior to filing of the Company's tax return. We have satisfied the REIT distribution requirement since 1980. Aggregate dividends paid during 2003 totaled $146.2 million to the holders of our Cumulative Preferred Stock, $225.9 million to the holders of our Common Stock and $21.5 million to the holders of our Equity Stock, Series A. Although we have not finalized the calculation of our 2003 taxable income, we believe that the aggregate dividends paid in 2003 to our shareholders enabled us to continue to qualify as a REIT. We estimate that the distribution requirements for fiscal 2004 with respect to our Cumulative Preferred Stock outstanding, and assuming the redemption of Cumulative Preferred Stock, Series K, will be approximately $147.6 million. During 2003, we paid distributions totaling $26.9 million with respect to our Preferred Partnership Units. We estimate the annual distributions requirements with respect to the preferred partnership units outstanding at December 31, 2003 to be approximately $26.9 million. For 2003, distributions with respect to the Common Stock and Equity Stock, Series A will be determined based upon our REIT distribution requirements after taking into consideration distributions to the preferred shareholders. We anticipate that, at a minimum, quarterly distributions per common share will remain at $0.45 per common share. For the first quarter of 2004, our Board of Directors has declared a quarterly distribution of $0.45 per common share. 54 With respect to the depositary shares of Equity Stock, Series A, we have no obligation to pay distributions if no distributions are paid to the common shareholders. To the extent that we do pay common distributions in any year, the holders of the depositary shares receive annual distributions equal to the lesser of (i) five times the per share dividend on the common stock or (ii) $2.45. The depositary shares are non-cumulative, and have no preference over our Common Stock either as to dividends or in liquidation. CAPITAL IMPROVEMENT REQUIREMENTS: During 2004, we have budgeted approximately $53.0 million for capital improvements. Capital improvements include major repairs or replacements to the facilities that keep the facilities in good operation condition and maintain their visual appeal. Capital improvements do not include costs relating to the development or expansion of facilities. DEBT SERVICE REQUIREMENTS: We do not believe we have any significant refinancing risks with respect to our mortgage debt, all of which is fixed rate. At December 31, 2003, we had total outstanding notes payable of approximately $76.0 million. See Note 7 to the consolidated financial statements for approximate principal maturities of such borrowings. We anticipate that our retained operating cash flow will continue to be sufficient to enable us to make scheduled principal payments. It is our current intent to fully amortize our debt as opposed to refinance debt maturities with additional debt. ACQUISITION AND DEVELOPMENT OF FACILITIES: No facilities were acquired from third parties during 2003. During 2002, we acquired nine self-storage facilities for approximately $30.1 million. Our low level of third party acquisitions over the past two years is not indicative of either the supply of facilities offered for sale or our ability to finance the acquisitions, but is primarily due to prices sought by sellers and our lack of desire to pay such prices. During 2004, we will continue to seek to acquire additional self-storage facilities from third parties; however, it is difficult to estimate the amount of third party acquisitions we will undertake. During 2003, we acquired through a merger all of the remaining limited partnership interest not currently owned by the Company in PS Partners IV, Ltd., a partnership that is consolidated with the Company. The acquisition cost was approximately $23,377,000, consisting of the issuance of 426,859 shares of our common stock ($13,510,000) valued at the closing trading price of the shares at the date of the acquisition, and cash of approximately $9,867,000; this acquisition had the effect of reducing minority interest by $6,690,000, with the excess of cost over underlying book value ($16,687,000) allocated to real estate. In June 2004, we anticipate that we will acquire a limited partnership interest in one of our Consolidated Entities. Our estimate of the acquisition cost is approximately $25 million. In November 1999, we formed a second joint venture partnership for the development of approximately $100 million of self-storage facilities. The venture is funded solely with equity capital consisting of 51% from us and 49% from the joint venture partner. The term of the joint venture is 15 years. After six years, the joint venture partner has the right to cause the Company to purchase the joint venture partner's interest for an amount necessary to provide them with a maximum return of 10.75% or less in certain circumstances. Our estimate of the purchase price of this interest is approximately $105 million. On January 1, 2004, we entered into a joint venture with an institutional investor for the purpose of acquiring up to $125.0 million of existing self-storage properties in the United States from third parties. The venture will be funded entirely with equity consisting of 30% from the Company and 70% from the institutional investor. The venture has a nine-month investment period (through September 2004) to identify and acquire facilities. To date no facilities have been acquired by the venture. We currently have a development "pipeline" of 38 self-storage facilities and expansions to existing self-storage facilities with an aggregate estimated cost of approximately $156.3 million (unaudited). Approximately $69.6 million of development cost has been incurred as of December 31, 2003. We have acquired the land for 33 of these projects, which have an aggregate estimated cost of approximately $121.4 million (unaudited), and costs incurred as of December 31, 2003 of approximately $67.8 million. The remaining five facilities represent identified sites where we have an agreement in place to acquire the land, generally within one year. We anticipate that the development cost of these projects will be funded solely by the Company. 55 The development and fill-up of these storage facilities is subject to significant contingencies such as obtaining appropriate governmental approvals. We estimate that the amount remaining to be spent of approximately $86.7 million will be incurred over the next 18 - 24 months. The following table sets forth certain information with respect to our development pipeline. DEVELOPMENT PIPELINE SUMMARY
Number Net Total estimated Costs incurred of rentable development through Costs to projects sq. ft. costs 12/31/03 complete ---------- --------- --------------- -------------- ---------- (Amounts in thousands) Facilities currently under construction: Self-storage facilities 6 435 $ 50,186 $ 44,749 $ 5,437 Expansions to existing self-storage 14 613 34,094 17,837 16,257 facilities ---------- --------- --------------- -------------- ---------- 20 1,048 84,280 62,586 21,694 Facilities awaiting construction, where land is acquired: Self-storage facilities 2 123 10,361 4,432 5,929 Expansions to existing self-storage 11 433 26,775 808 25,967 facilities ---------- --------- --------------- -------------- ---------- 13 556 37,136 5,240 31,896 Self-storage facilities awaiting construction, where land has not yet been acquired 5 32 34,920 1,794 33,126 ---------- --------- --------------- -------------- ---------- Total Development Pipeline 38 1,930 $ 156,336 $ 69,620 $ 86,716 ========== ========= =============== ============== ==========
In addition to the above projects, we have five parcels of land held for development with total costs of approximately $12,236,000 at December 31, 2003. These parcels will either be developed or sold. STOCK REPURCHASE PROGRAM: The Company's Board of Directors has authorized the repurchase from time to time of up to 25,000,000 shares of the Company's common stock on the open market or in privately negotiated transactions. During 2001, we repurchased a total of 10,585,593 common shares, for a total aggregate cost of approximately $276.9 million. During 2003, we repurchased 175,000 shares for approximately $6.0 million. From the inception of the repurchase program through December 31, 2003, we have repurchased a total of 21,672,020 shares of common stock at an aggregate cost of approximately $541.9 million. ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk To limit our exposure to market risk, we principally finance our operations and growth with permanent equity capital consisting either of common or preferred stock. At December 31, 2003, the Company's debt as a percentage of total shareholders' equity (based on book values) was 1.8%. Our preferred stock is not redeemable at the option of the holders. Except under certain conditions relating to the Company's qualification as a REIT, the Senior Preferred Stock is not redeemable by the Company prior to the following dates: Series D - September 30, 2004, Series E - January 31, 2005, Series F - April 30, 2005, Series K - January 19, 2004, Series L - March 10, 2004, Series M - August 17, 2004, Series Q - January 19, 2006, Series R - September 28, 2006, Series S - October 31, 2006, Series T - January 18, 2007, Series U - February 19, 2007, Series V - September 30, 2007, Series W - October 6, 2008, Series X - November 13, 2008, Series Y - January 2, 2009 and Series Z - March 5, 2009. On or after the respective dates, each of the series of Senior Preferred Stock will be redeemable at the option of the Company, in whole or in part, at $25 per share (or depositary share in the case of the Series K through Series X, and Series Z), plus accrued and unpaid dividends. Our market risk sensitive instruments include notes payable, which totaled $76,030,000 at December 31, 2003. All of our notes payable bear interest at fixed rates. See Note 7 to the consolidated financial statements for terms, valuations and approximate principal maturities of the notes payable as of December 31, 2003. 56 ITEM 8. Financial Statements and Supplementary Data The financial statements of the Company at December 31, 2003 and December 31, 2002 and for each of the three years in the period ended December 31, 2003 and the report of Ernst & Young LLP, Independent Auditors, thereon and the related financial statement schedule, are included elsewhere herein. Reference is made to the Index to Financial Statements and Schedules in Item 15. ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not applicable. ITEM 9A. Controls and Procedures The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports the Company files and submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in accordance with SEC guidelines and that such information is communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure based on the definition of "disclosure controls and procedures" in Rule 13a-15(e) of the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Also, the Company has investments in certain unconsolidated entities. As the Company does not control or manage these entities, its disclosure controls and procedures with respect to such entities are substantially more limited than those it maintains with respect to its consolidated subsidiaries. At the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e). Based upon that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective. During the fourth quarter of 2003, there were no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. 57 PART III ITEM 10. Directors and Executive Officers of the Registrant The information required by this item with respect to directors is hereby incorporated by reference to the material appearing in the Company's definitive proxy statement filed in connection with the annual shareholders' meeting to be held on May 6, 2004 (the "Proxy Statement") under the caption "Election of Directors." Information required by this item with respect to executive officers is provided in Item 4A of this report. See "Executive Officers of the Company." The information required by this item with respect to audit committee financial expert is hereby incorporated by reference to the material appearing in the Company's definitive proxy statement filed in connection with the annual shareholders' meeting to be held on May 6, 2004 (the "Proxy Statement") under the caption "Election of Directors - Directors and Committee Meetings." The information required by this item with respect to the adoption of a code of ethics is hereby incorporated by reference to the material appearing in the Company's definitive proxy statement filed in connection with the annual shareholders' meeting to be held on May 6, 2004 (the "Proxy Statement") under the caption "Election of Directors - Directors and Committee Meetings." The code of ethics adopted by senior management is filed herewith as Exhibit 14. ITEM 11. Executive Compensation The information required by this item is hereby incorporated by reference to the material appearing in the Proxy Statement under the captions "Compensation" and "Compensation Committee Interlocks and Insider Participation." ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters The information required by this item is hereby incorporated by reference to the material appearing in the Proxy Statement under the captions "Election of Directors - Security Ownership of Certain Beneficial Owners" and "Security Ownership of Management." The following table sets forth information as of December 31, 2003 on the Company's equity compensation plans:
Number of securities to be Weighted issued upon average Number of securities exercise of exercise price remaining available outstanding of outstanding for future issuance options, options, under equity warrants and warrants and compensation plans rights rights ----------------- --------------- -------------------- Equity compensation plans approved by security holders 3,054,450 $27.15 4,223,207 Equity compensation plans not approved by security holders 34,168 $26.35 236,669
The outstanding options granted under plans not approved by the Company's shareholders were granted under the Company's 2001 Non-Executive/Non-Director Plan, which does not allow participation by the Company's executive officers and directors. The principal terms of this plan are as follows: (1) 500,000 shares of common stock were authorized for grant, (2) this plan is administered by the Equity Awards Committee, except that grants in excess of 100,000 shares to any one person requires approval by the Executive Equity Awards Committee, (3) options are granted at fair market value on the date of grant, (4) options have a ten year term and (5) options vest over three years in equal installments. 58 ITEM 13. Certain Relationships and Related Transactions The information required by this item is hereby incorporated by reference to the material appearing in the Proxy Statement under the caption "Certain Relationships and Related Transactions and Legal Proceedings." ITEM 14. Principal Accountant Fees and Services Fees billed to the Company by Ernst & Young LLP for 2002 and 2003, as are follows: Audit Fees: Audit fees billed (or expected to be billed) to the Company by Ernst & Young LLP for the audit of the Company's annual financial statements, reviews of the quarterly financial statements included in the Company's quarterly reports on Form 10-Q and services in connection with the Company's registration statements and securities offerings totaled $360,400 for 2002 and $369,400 in 2003. Tax Fees: Tax fees billed (or expected to be billed) to the Company by Ernst & Young LLP for tax services (primarily federal and state income tax preparation) totaled $590,200 in 2002 and $615,700 in 2003. Audit Related Fees and Other Fees: During 2002 and 2003 Ernst & Young LLP did not bill the Company for audit related services or any other services, except audit services and tax services denoted above. The Audit Committee of the Company pre-approves all services performed by Ernst & Young LLP, including those listed above. At this time, the Audit Committee has not delegated pre-approval authority to any member or members of the Audit Committee. 59 PART IV ITEM 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K a. 1. Financial Statements The financial statements listed in the accompanying Index to Financial Statements and Schedules hereof are filed as part of this report. 2. Financial Statement Schedules The financial statements schedules listed in the accompanying Index to Financial Statements and Schedules are filed as part of this report. 3. Exhibits See Index to Exhibits contained herein. b. Reports on Form 8-K The Company furnished a Current Report on Form 8-K dated and filed November 6, 2003, pursuant to Item 7 with its press release announcing its results for the quarter ended September 30, 2003. The Company filed a Current Report on Form 8-K, dated November 6, 2003 (filed November 7, 2003), pursuant to Item 5, in connection with the Company's public offering in November 2003 of depositary shares, each representing 1/1,000 of a share of the Company's 6.450% Cumulative Preferred Stock, Series X. c. Exhibits: See Index to Exhibits contained herein. d. Financial Statement Schedules Not applicable. 60 PUBLIC STORAGE, INC. INDEX TO EXHIBITS (Items 15(a)(3) and 15(c)) 3.1 Restated Articles of Incorporation. Filed with Registrant's Registration Statement No. 33-54557 and incorporated herein by reference. 3.2 Certificate of Determination for the 10% Cumulative Preferred Stock, Series A. Filed with Registrant's Registration Statement No. 33-54557 and incorporated herein by reference. 3.3 Certificate of Determination for the 9.20% Cumulative Preferred Stock, Series B. Filed with Registrant's Registration Statement No. 33-54557 and incorporated herein by reference. 3.4 Amendment to Certificate of Determination for the 9.20% Cumulative Preferred Stock, Series B. Filed with Registrant's Registration Statement No. 33-56925 and incorporated herein by reference. 3.5 Certificate of Determination for the 8.25% Convertible Preferred Stock. Filed with Registrant's Registration Statement No. 33-54557 and incorporated herein by reference. 3.6 Certificate of Determination for the Adjustable Rate Cumulative Preferred Stock, Series C. Filed with Registrant's Registration Statement No. 33-54557 and incorporated herein by reference. 3.7 Certificate of Determination for the 9.50% Cumulative Preferred Stock, Series D. Filed with Registrant's Form 8-A/A Registration Statement relating to the 9.50% Cumulative Preferred Stock, Series D and incorporated herein by reference. 3.8 Certificate of Determination for the 10% Cumulative Preferred Stock, Series E. Filed with Registrant's Form 8-A/A Registration Statement relating to the 10% Cumulative Preferred Stock, Series E and incorporated herein by reference. 3.9 Certificate of Determination for the 9.75% Cumulative Preferred Stock, Series F. Filed with Registrant's Form 8-A/A Registration Statement relating to the 9.75% Cumulative Preferred Stock, Series F and incorporated herein by reference. 3.10 Certificate of Determination for the Convertible Participating Preferred Stock. Filed with Registrant's Registration Statement No. 33-63947 and incorporated herein by reference. 3.11 Certificate of Amendment of Articles of Incorporation. Filed with Registrant's Registration Statement No. 33-63947 and incorporated herein by reference. 3.12 Certificate of Determination for the 8-7/8% Cumulative Preferred Stock, Series G. Filed with Registrant's Form 8-A/A Registration Statement relating to the Depositary Shares Each Representing 1/1,000 of a Share of 8-7/8% Cumulative Preferred Stock, Series G and incorporated herein by reference. 3.13 Certificate of Determination for the 8.45% Cumulative Preferred Stock, Series H. Filed with Registrant's Form 8-A/A Registration Statement relating to the Depositary Shares Each Representing 1/1,000 of a Share of 8.45% Cumulative Preferred Stock, Series H and incorporated herein by reference. 3.14 Certificate of Determination for the Convertible Preferred Stock, Series CC. Filed with Registrant's Registration Statement No. 333-03749 and incorporated herein by reference. 3.15 Certificate of Correction of Certificate of Determination for the Convertible Participating Preferred Stock. Filed with Registrant's Registration Statement No. 333-08791 and incorporated herein by reference. 61 3.16 Certificate of Determination for 8-5/8% Cumulative Preferred Stock, Series I. Filed with Registrant's Form 8-A/A Registration Statement relating to the Depositary Shares Each Representing 1/1,000 of a Share of 8-5/8% Cumulative Preferred Stock, Series I and incorporated herein by reference. 3.17 Certificate of Amendment of Articles of Incorporation. Filed with Registrant's Registration Statement No. 333-18395 and incorporated herein by reference. 3.18 Certificate of Determination for Equity Stock, Series A. Filed with Registrant's Form 10-Q for the quarterly period ended June 30, 1997 and incorporated herein by reference. 3.19 Certificate of Determination for Equity Stock, Series AA. Filed with Registrant's Form 10-Q for the quarterly period ended September 30, 1999 and incorporated herein by reference. 3.20 Certificate Decreasing Shares Constituting Equity Stock, Series A. Filed with Registrant's Form 10-Q for the quarterly period ended September 30, 1999 and incorporated herein by reference. 3.21 Certificate of Determination for Equity Stock, Series A. Filed with Registrant's Form 10-Q for the quarterly period ended September 30, 1999 and incorporated herein by reference. 3.22 Certificate of Determination for 8% Cumulative Preferred Stock, Series J. Filed with Registrant's Form 8-A/A Registration Statement relating to the Depositary Shares Each Representing 1/1,000 of a Share of 8% Cumulative Preferred Stock, Series J and incorporated herein by reference. 3.23 Certificate of Correction of Certificate of Determination for the 8.25% Convertible Preferred Stock. Filed with Registrant's Registration Statement No. 333-61045 and incorporated herein by reference. 3.24 Certificate of Determination for 8-1/4% Cumulative Preferred Stock, Series K. Filed with Registrant's Form 8-A/A Registration Statement relating to the Depositary Shares Each Representing 1/1,000 of a Share of 8-1/4% Cumulative Preferred Stock, Series K and incorporated herein by reference. 3.25 Certificate of Determination for 8-1/4% Cumulative Preferred Stock, Series L. Filed with Registrant's Form 8-A/A Registration Statement relating to the Depositary Shares Each Representing 1/1,000 of a Share of 8-1/4% Cumulative Preferred Stock, Series L and incorporated herein by reference. 3.26 Certificate of Determination for 8.75% Cumulative Preferred Stock, Series M. Filed with Registrant's Form 8-A/A Registration Statement relating to the Depositary Shares Each Representing 1/1,000 of a Share of 8.75% Cumulative Preferred Stock, Series M and incorporated herein by reference. 3.27 Certificate of Determination for Equity Stock, Series AAA. Filed with Registrant's Current Report on Form 8-K dated November 15, 1999 and incorporated herein by reference. 3.28 Certificate of Determination for 9.5% Cumulative Preferred Stock, Series N. Filed with Registrant's Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference. 3.29 Certificate of Determination for 9.125% Cumulative Preferred Stock, Series O. Filed with Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2000 and incorporated herein by reference. 3.30 Certificate of Determination for 8.75% Cumulative Preferred Stock, Series P. Filed with Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000 and incorporated herein by reference. 3.31 Certificate of Determination for 8.600% Cumulative Preferred Stock, Series, Q. Filed with Registrant's Form 8-A/A Registration Statement relating to the Depositary Shares Each Representing 1/1,000 of a Share of 8.600% Cumulative Preferred Stock, Series Q and incorporated herein by reference. 3.32 Amendment to Certificate of Determination for Equity Stock, Series A. Filed with Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2001 and incorporated herein by reference. 62 3.33 Certificate of Determination for 8.000% Cumulative Preferred Stock, Series R. Filed with Registrant's Form 8-A Registration Statement relating to the Depositary Shares Each Representing 1/1,000 of a Share of 8.000% Cumulative Preferred Stock, Series R and incorporated herein by reference. 3.34 Certificate of Determination for 7.875% Cumulative Preferred Stock, Series S. Filed with Registrant's Form 8-A Registration Statement relating to the Depositary Shares Each Representing 1/1,000 of a Share of 7.875% Cumulative Preferred Stock, Series S and incorporated herein by reference. 3.35 Certificate of Determination for 7.625% Cumulative Preferred Stock, Series T. Filed with Registrant's Form 8-A Registration Statement relating to the Depositary Shares Each Representing 1/1,000 of a Share of 7.625% Cumulative Preferred Stock, Series T and incorporated herein by reference. 3.36 Certificate of Determination for 7.625% Cumulative Preferred Stock, Series U. Filed with Registrant's Form 8-A Registration Statement relating to the Depositary Shares Each Representing 1/1,000 of a Share of 7.625% Cumulative Preferred Stock, Series U and incorporated herein by reference. 3.37 Amendment to Certificate of Determination for 7.625% Cumulative Preferred Stock, Series T. Filed with Registrant's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2002 and incorporated herein by reference. 3.38 Certificate of Determination for 7.500% Cumulative Preferred Stock, Series V. Filed with Registrant's Form 8-A Registration Statement relating to the Depositary Shares Each Representing 1/1,000 of a Share of 7.500% Cumulative Preferred Stock, Series V and incorporated herein by reference. 3.39 Certificate of Determination for 6.500% Cumulative Preferred Stock, Series W. Filed with Registrant's Form 8-A Registration Statement relating to the Depositary Shares Each Representing 1/1,000 of a Share of 6.500% Cumulative Preferred Stock, Series W and incorporated herein by reference. 3.40 Certificate of Determination for 6.450% Cumulative Preferred Stock, Series X. Filed with Registrant's Form 8-A Registration Statement relating to the Depositary Shares Each Representing 1/1,000 of a Share of 6.450% Cumulative Preferred Stock, Series W and incorporated herein by reference. 3.41 Certificate of Determination for 6.850% Cumulative Preferred Stock, Series Y. Filed herewith relating to the Shares of 6.850% Cumulative Preferred Stock, Series Y and incorporated as Exhibit 3.41. 3.42 Certificate of Determination for 6.250% Cumulative Preferred Stock, Series Z. Filed with Registrant's Form 8-A Registration Statement relating to the Depositary Shares Each Representing 1/1,000 of a Share of 6.250% Cumulative Preferred Stock, Series Z and incorporated herein by reference. 3.43 Bylaws, as amended. Filed with Registrant's Registration Statement No. 33-64971 and incorporated herein by reference. 3.44 Amendment to Bylaws adopted on May 9, 1996. Filed with Registrant's Registration Statement No. 333-03749 and incorporated herein by reference. 3.45 Amendment to Bylaws adopted on June 26, 1997. Filed with Registrant's Registration Statement No. 333-41123 and incorporated herein by reference. 3.46 Amendment to Bylaws adopted on January 6, 1998. Filed with Registrant's Registration Statement No. 333-41123 and incorporated herein by reference. 3.47 Amendment to Bylaws adopted on February 10, 1998. Filed with Registrant's Current Report on Form 8-K dated February 10, 1998 and incorporated herein by reference. 3.48 Amendment to Bylaws adopted on March 4, 1999. Filed with Registrant's Current Report on Form 8-K dated March 4, 1999 and incorporated herein by reference. 3.49 Amendment to Bylaws adopted on May 6, 1999. Filed with Registrants' Form 10-Q for the quarterly period ended March 31, 1999 and incorporated herein by reference. 63 3.50 Amendment to Bylaws adopted on November 7, 2002. Filed with Registrant's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2002 and incorporated herein by reference. 3.51 Amendment to Bylaws adopted on March 11,2004. Filed herewith. 10.1 Second Amended and Restated Management Agreement by and among Registrant and the entities listed therein dated as of November 16, 1995. Filed with PS Partners, Ltd.'s Annual Report on Form 10-K for the year ended December 31, 1996 and incorporated herein by reference. 10.2 Amended Management Agreement between Registrant and Public Storage Commercial Properties Group, Inc. dated as of February 21, 1995. Filed with Registrant's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference. 10.3 Loan Agreement between Registrant and Aetna Life Insurance Company dated as of July 11, 1988. Filed with Registrant's Current Report on Form 8-K dated July 14, 1988 and incorporated herein by reference. 10.4 Amendment to Loan Agreement between Registrant and Aetna Life Insurance Company dated as of September 1, 1993. Filed with Registrant's Annual Report on Form 10-K for the year ended December 31, 1993 and incorporated herein by reference. 10.5 Second Amended and Restated Credit Agreement by and among Registrant, Wells Fargo Bank, National Association, as agent, and the financial institutions party thereto dated as of February 25, 1997. Filed with Registrant's Registration Statement No. 333-22665 and incorporated herein by reference. 10.6 Note Assumption and Exchange Agreement by and among Public Storage Management, Inc., Public Storage, Inc., Registrant and the holders of the notes dated as of November 13, 1995. Filed with Registrant's Registration Statement No. 33-64971 and incorporated herein by reference. 10.7 Registrant's 1990 Stock Option Plan. Filed with Registrant's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference. 10.8* Registrant's 1994 Stock Option Plan. Filed with Registrant's Annual Report on Form 10-K for the year ended December 31, 1997 and incorporated herein by reference. 10.9* Registrant's 1996 Stock Option and Incentive Plan. Filed with Registrant's Annual Report on Form 10-K for the year ended December 31, 2000 and incorporated herein by reference. 10.10 Deposit Agreement dated as of December 13, 1995, among Registrant, The First National Bank of Boston, and the holders of the depositary receipts evidencing the Depositary Shares Each Representing 1/1,000 of a Share of 8-7/8% Cumulative Preferred Stock, Series G. Filed with Registrant's Form 8-A/A Registration Statement relating to the Depositary Shares Each Representing 1/1,000 of a Share of 8-7/8% Cumulative Preferred Stock, Series G and incorporated herein by reference. 10.11 Deposit Agreement dated as of January 25, 1996, among Registrant, The First National Bank of Boston, and the holders of the depositary receipts evidencing the Depositary Shares Each Representing 1/1,000 of a Share of 8.45% Cumulative Preferred Stock, Series H. Filed with Registrant's Form 8-A/A Registration Statement relating to the Depositary Shares Each Representing 1/1,000 of a Share of 8.45% Cumulative Preferred Stock, Series H and incorporated herein by reference. 10.12** Employment Agreement between Registrant and B. Wayne Hughes dated as of November 16, 1995. Filed with Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated herein by reference. 10.13 Deposit Agreement dated as of November 1, 1996, among Registrant, The First National Bank of Boston, and the holders of the depositary receipts evidencing the Depositary Shares Each Representing 1/1,000 of a Share of 8-5/8% Cumulative Preferred Stock, Series I. Filed with Registrant's Form 8-A/A Registration Statement relating to the Depositary Shares Each Representing 1/1,000 of a Share of 8-5/8% Cumulative Preferred Stock, Series I and incorporated herein by reference. 64 10.14 Limited Partnership Agreement of PSAF Development Partners, L.P. between PSAF Development, Inc. and the Limited Partner dated as of April 10, 1997. Filed with Registrant's Form 10-Q for the quarterly period ended March 31, 1997 and incorporated herein by reference. 10.15 Deposit Agreement dated as of August 28, 1997 among Registrant, The First National Bank of Boston, and the holders of the depositary receipts evidencing the Depositary Shares Each Representing 1/1,000 of a Share of 8% Cumulative Preferred Stock, Series J. Filed with Registrant's Form 8-A/A Registration Statement relating to the Depositary Shares Each Representing 1/1,000 of a Share of 8% Cumulative Preferred Stock, Series J and incorporated herein by reference. 10.16 Agreement of Limited Partnership of PS Business Parks, L.P. dated as of March 17, 1998. Filed with PS Business Parks, Inc.'s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998 and incorporated herein by reference. 10.17 Deposit Agreement dated as of January 19, 1999 among Registrant, BankBoston, N.A. and the holders of the depositary receipts evidencing the Depositary Shares Each Representing 1/1,000 of a Share of 8-1/4% Cumulative Preferred Stock, Series K. Filed with Registrant's Form 8-A/A Registration Statement relating to the Depositary Shares Each Representing 1/1,000 of a Share of 8-1/4% Cumulative Preferred Stock, Series K and incorporated herein by reference. 10.18 Agreement and Plan of Merger among Storage Trust Realty, Registrant and Newco Merger Subsidiary, Inc. dated as of November 12, 1998. Filed with Registrant's Registration Statement No. 333-68543 and incorporated herein by reference. 10.19 Amendment No. 1 to Agreement and Plan of Merger among Storage Trust Realty, Registrant, Newco Merger Subsidiary, Inc. and STR Merger Subsidiary, Inc. dated as of January 19, 1999. Filed with registrant's Registration Statement No. 333-68543 and incorporated herein by reference. 10.20 Amended and Restated Agreement of Limited Partnership of Storage Trust Properties, L.P., dated as of March 12, 1999. Filed with Registrant's Form 10-Q for the quarterly period ended June 30, 1999 and incorporated herein by reference. 10.21* Storage Trust Realty 1994 Share Incentive Plan. Filed with Storage Trust Realty's Annual Report on Form 10-K for the year ended December 31, 1997 and incorporated herein by reference. 10.22 Amended and Restated Storage Trust Realty Retention Bonus Plan effective as of November 12, 1998. Filed with Registrant's Registration Statement No. 333-68543 and incorporated herein by reference. 10.23 Deposit Agreement dated as of March 10, 1999 among Registrant, BankBoston, N.A. and the holders of the depositary receipts evidencing the Depositary Shares Each Representing 1/1,000 of a Share of 8-1/4% Cumulative Preferred Stock, Series L. Filed with Registrant's Form 8-A/A Registration Statement relating to the Depositary Shares Each Representing 1/1,000 of a Share of 8-1/4% Cumulative Preferred Stock, Series L and incorporated herein by reference. 10.24 Note Purchase Agreement and Guaranty Agreement with respect to $100,000,000 of Senior Notes of Storage Trust Properties, L.P. Filed with Storage Trust Realty's Annual Report on Form 10-K for the year ended December 31, 1996 and incorporated herein by reference. 10.25 Deposit Agreement dated as of August 17, 1999 among Registrant, BankBoston, N.A. and the holders of the depositary receipts evidencing the Depositary Shares Each Representing 1/1,000 of a Share of 8.75% Cumulative Preferred Stock, Series M. Filed with Registrant's Form 8-A/A Registration Statement relating to the Depositary Shares Each Representing 1/1,000 of a Share of 8.75% Cumulative Preferred Stock, Series M and incorporated herein by reference. 10.26 Limited Partnership Agreement of PSAC Development Partners, L.P. among PS Texas Holdings, Ltd., PS Pennsylvania Trust and PSAC Storage Investors, L.L.C. dated as November 15, 1999. Filed with Registrant's Current Report on Form 8-K dated November 15, 1999 and incorporated herein by reference. 65 10.27 Agreement of Limited Liability Company of PSAC Storage Investors, L.L.C. dated as of November 15, 1999. Filed with Registrant's Current Report on Form 8-K dated November 15, 1999 and incorporated herein by reference. 10.28 Deposit Agreement dated as of January 14, 2000 among Registrant, BankBoston, N.A. and the holders of the depositary receipts evidencing the Depositary Shares Each Representing 1/1,000 of a Share of Equity Stock, Series A. Filed with Registrant's Form 8-A/A Registration Statement relating to the Depositary Shares Each Representing 1/1,000 of a Share of Equity Stock, Series A and incorporated herein by reference. 10.29 Amended and Restated Agreement of Limited Partnership of PSA Institutional Partners, L.P. among PS Texas Holdings, Ltd. and the Limited Partners dated as of March 29, 2000. Filed with Registrant's Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference. 10.30 Amended and Restated Agreement of Limited Partnership of PSA Institutional Partners, L.P. among PS Texas Holdings, Ltd. and the Limited Partners dated as of August 11, 2000. Filed with Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000 and incorporated herein by reference. 10.31* Registrant's 2000 Non-Executive/Non-Director Stock Option and Incentive Plan. Filed with Registrant's Registration Statement No, 333-52400 and incorporated herein by reference. 10.32 Deposit Agreement dated as of January 19, 2001 among Registrant, Fleet National Bank and the holders of the depositary receipts evidencing the Depositary Shares Each Representing 1/1,000 of a Share of 8.600% Cumulative Preferred Stock, Series Q. Filed with Registrant's Form 8-A/A Registration Statement relating to the Depositary Shares Each Representing 1/1,000 of a Share of 8.600% Cumulative Preferred Stock, Series Q and incorporated herein by reference. 10.33* Registrant's 2001 Non-Executive/Non-Director Stock Option and Incentive Plan. Filed with Registrant's Registration Statement No. 333-59218 and incorporated herein by reference. 10.34* Registrant's 2001 Stock Option and Incentive Plan. Filed with Registrant's Registration Statement No. 333-59218 and incorporated herein by reference. 10.35 Deposit Agreement dated as of September 28, 2001 among Registrant, Fleet National Bank and the holders of the depositary receipts evidencing the Depositary Shares Each Representing 1/1,000 of a Share of 8.000% Cumulative Preferred Stock, Series R. Filed with Registrant's Form 8-A Registration Statement relating to the Depositary Shares Each Representing 1/1,000 of a Share of 8.000% Cumulative Preferred Stock, Series R and incorporated herein by reference. 10.36 Deposit Agreement dated as of October 31, 2001 among Registrant, Fleet National Bank and the holder of the depositary receipts evidencing the Depositary Shares Each Representing 1/1,000 of a Share of 7.875% Cumulative Preferred Stock, Series S. Filed with Registrant's Form 8-A Registration Statement relating to the Depositary Shares Each Representing 1/1,000 of a Share of 7.875% Cumulative Preferred Stock, Series S and incorporated herein by reference. 10.37 Credit Agreement by and among Registrant, Wells Fargo Bank, National Association, as agent, and the financial institutions party thereto dated as of November 1, 2001. Filed with Registrant's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2001 and incorporated herein by reference. 10.38 Deposit Agreement dated as of January 18, 2002 among Registrant, Fleet National Bank and the holders of the depositary receipts evidencing the Depositary Shares Each Representing 1/1,000 of a Share of 7.625% Cumulative Preferred Stock, Series T. Filed with Registrant's Form 8-A Registration Statement relating to the Depositary Shares Each Representing 1/1,000 of a Share of 7.625% Cumulative Preferred Stock, Series T and incorporated herein by reference. 66 10.39 Deposit Agreement dated as of February 19, 2002 among Registrant, Fleet National Bank and the holders of the depositary receipts evidencing the Depositary Shares Each Representing 1/1,000 of a Share of 7.625% Cumulative Preferred Stock, Series U. Filed with Registrant's Form 8-A Registration Statement relating to the Depositary Shares Each Representing 1/1,000 of a Share of 7.625% Cumulative Preferred Stock, Series U and incorporated herein by reference. 10.40 Deposit Agreement dated as of September 30, 2002 among Registrant, Fleet National Bank and the holders of the depositary receipts evidencing the Depositary Shares Each Representing 1/1,000 of a Share of 7.500% Cumulative Preferred Stock, Series V. Filed with Registrant's Form 8-A Registration Statement relating to the Depositary Shares Each Representing 1/1,000 of a Share of 7.500% Cumulative Preferred Stock, Series V and incorporated herein by reference. 10.41 Deposit Agreement dated as of October 6, 2003 among Registrant, EquiServe Trust Company, N.A. and the holders of the depositary receipts evidencing the Depositary Shares Each Representing 1/1,000 of a Share of 6.500% Cumulative Preferred Stock, Series W. Filed with Registrant's Form 8-A Registration Statement relating to the Depositary Shares Each Representing 1/1,000 of a Share of 5.500% Cumulative Preferred Stock, Series W and incorporated herein by reference. 10.42 Deposit Agreement dated as of November 13, 2003 among Registrant, EquiServe Trust Company, N.A. and the holders of the depositary receipts evidencing the Depositary Shares Each Representing 1/1,000 of a Share of 6.450% Cumulative Preferred Stock, Series X. Filed with Registrant's Form 8-A Registration Statement relating to the Depositary Shares Each Representing 1/1,000 of a Share of 6.450% Cumulative Preferred Stock, Series X and incorporated herein by reference. 10.43 Deposit Agreement dated as of March 5, 2004 among Registrant, EquiServe Trust Company, N.A. and the holders of the depositary receipts evidencing the Depositary Shares Each Representing 1/1,000 of a Share of 6.250% Cumulative Preferred Stock, Series Z. Filed with Registrant's Form 8-A Registration Statement relating to the Depositary Shares Each Representing 1/1,000 of a Share of 6.250% Cumulative Preferred Stock, Series Z and incorporated herein by reference. 10.44 Limited Partnership Agreement of PSAF Acquisition Partners, L.P. between PS Texas Holdings, Ltd. and the Limited Partner dated as of December 18, 2003. Filed herewith. 11 Statement Re: Computation of Ratio of Earnings per Share. Filed herewith. 12 Statement Re: Computation of Ratio of Earnings to Fixed Charges. Filed herewith. 14 Code of Ethics for Senior Financial Officers. Filed herewith. 21 Subsidiaries of the Registrant. File herewith. 23 Consent of Independent Auditors. Filed herewith. 31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 signed and dated by Ronald L. Havner. Filed herewith. 31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 signed and dated by Harvey Lenkin. Filed herewith. 31.3 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 signed and dated by John Reyes. Filed herewith. 32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 signed and dated by Ronald L. Havner, Harvey Lenkin and John Reyes. Furnished herewith. * Compensatory benefit plan. ** Management contract. 67 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PUBLIC STORAGE, INC. Date: March 12, 2004 By: /s/ Harvey Lenkin ----------------- Harvey Lenkin, President Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date - ------------------------------- ------------------------------------------------------- -------------- /s/ Ronald L. Havner, Jr. March 12, 2004 - ------------------------------- Vice-Chairman of the Board, Chief Ronald L. Havner, Jr. Executive Officer and Director (principal executive officer) /s/ Harvey Lenkin President and Director March 12, 2004 - ------------------------------- Harvey Lenkin /s/ John Reyes Senior Vice President and March 12, 2004 - ------------------------------- Chief Financial Officer John Reyes (principal financial officer and principal accounting Officer) /s/ B. Wayne Hughes Chairman of the Board March 12, 2004 - ------------------------------- B. Wayne Hughes /s/ B. Wayne Hughes, Jr. Director March 12, 2004 - ------------------------------- B. Wayne Hughes, Jr. /s/ Robert J. Abernethy Director March 12, 2004 - ------------------------------- Robert J. Abernethy /s/ Dann V. Angeloff Director March 12, 2004 - ------------------------------- Dann V. Angeloff /s/ William C. Baker Director March 12, 2004 - ------------------------------- William C. Baker /s/ John T. Evans Director March 12, 2004 - ------------------------------- John T. Evans /s/ Uri P. Harkham Director March 12, 2004 - ------------------------------- Uri P. Harkham /s/ Daniel C. Staton Director March 12, 2004 - ------------------------------- Daniel C. Staton
68 PUBLIC STORAGE, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES (Item 15 (a)) Page References Report of Independent Auditors................................... F-1 Consolidated balance sheets as of December 31, 2003 and 2002..... F-2 For each of the three years in the period ended December 31, 2003: Consolidated statements of income................................ F-3 Consolidated statements of shareholders' equity ................. F-4 Consolidated statements of cash flows............................ F-5 - F-6 Notes to consolidated financial statements....................... F-7 - F- 42 Schedule: III - Real estate and accumulated depreciation................... F-43 - F-80 All other schedules have been omitted since the required information is not present or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements or notes thereto. 69 REPORT OF INDEPENDENT AUDITORS ------------------------------ The Board of Directors and Shareholders Public Storage, Inc. We have audited the accompanying consolidated balance sheets of Public Storage, Inc. as of December 31, 2003 and 2002, and the related consolidated statements of income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2003. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Public Storage, Inc. at December 31, 2003 and 2002, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. ERNST & YOUNG LLP Los Angeles, California February 20, 2004 F-1 PUBLIC STORAGE, INC. CONSOLIDATED BALANCE SHEETS December 31, 2003 and 2002 (amounts in thousands, except share data)
December 31, December 31, 2003 2002 --------------- --------------- ASSETS Cash and cash equivalents.................................................... $ 204,833 $ 103,124 Real estate facilities, at cost: Land...................................................................... 1,332,882 1,304,881 Buildings................................................................. 3,792,616 3,683,645 --------------- --------------- 5,125,498 4,988,526 Accumulated depreciation.................................................. (1,153,059) (987,546) --------------- --------------- 3,972,439 4,000,980 Construction in process................................................... 69,620 87,516 Land held for development................................................. 12,236 17,807 --------------- --------------- 4,054,295 4,106,303 Investment in real estate entities........................................... 336,696 329,679 Goodwill..................................................................... 78,204 78,204 Intangible assets, net....................................................... 111,289 117,893 Notes receivable, primarily due from related parties......................... 100,510 24,324 Other assets................................................................. 82,242 84,135 --------------- --------------- Total assets................................................... $ 4,968,069 $ 4,843,662 =============== =============== LIABILITIES AND SHAREHOLDERS' EQUITY Notes payable................................................................ $ 76,030 $ 115,867 Preferred stock called for redemption........................................ 115,000 - Accrued and other liabilities................................................ 131,103 129,327 --------------- --------------- Total liabilities................................................... 322,133 245,194 Minority interest: Preferred partnership interests........................................... 285,000 285,000 Other partnership interests............................................... 141,137 154,499 Commitments and contingencies Shareholders' equity: Cumulative Preferred Stock, $0.01 par value, 50,000,000 shares authorized, 5,763,986 shares issued (in series) and outstanding, (9,258,486 at December 31, 2002) at liquidation preference............................ 1,867,025 1,817,025 Common Stock, $0.10 par value, 200,000,000 shares authorized, 126,986,734 shares issued and outstanding (116,991,455 at December 31, 2002)........ 12,699 11,699 Equity Stock, Series A, $0.01 par value, 200,000,000 shares authorized, 8,776.102 shares issued and outstanding................................. - - Class B Common Stock, $0.10 par value, 7,000,000 shares authorized, no shares issued and outstanding (7,000,000 at December 31, 2002)................. - 700 Paid-in capital........................................................... 2,438,632 2,371,194 Cumulative net income..................................................... 2,366,660 2,030,007 Cumulative distributions paid............................................. (2,465,217) (2,071,656) --------------- --------------- Total shareholders' equity.......................................... 4,219,799 4,158,969 --------------- --------------- Total liabilities and shareholders' equity..................... $ 4,968,069 $ 4,843,662 =============== ===============
See accompanying notes. F-2 PUBLIC STORAGE, INC. CONSOLIDATED STATEMENTS OF INCOME For each of the three years in the period ended December 31, 2003 (amounts in thousands, except per share data)
2003 2002 2001 ------------- ------------- ------------- Revenues: Rental income: Self-storage facilities................................... $ 798,584 $ 761,446 $ 719,765 Commercial properties..................................... 11,442 11,781 12,070 Containerized storage facilities.......................... 33,953 29,723 28,474 Tenant reinsurance premiums.................................. 22,464 19,947 - Interest and other income.................................... 8,628 8,661 14,225 ------------- ------------- ------------- 875,071 831,558 774,534 ------------- ------------- ------------- Expenses: Cost of operations: Storage facilities........................................ 280,905 250,215 228,442 Commercial properties..................................... 4,688 4,462 3,861 Containerized storage facilities.......................... 20,918 23,056 24,941 Tenant reinsurance........................................ 11,987 9,411 - Depreciation and amortization................................. 185,775 177,978 164,914 General and administrative.................................... 17,127 15,619 21,038 Interest expense.............................................. 1,121 3,809 3,227 ------------- ------------- ------------- 522,521 484,550 446,423 ------------- ------------- ------------- Income before equity in earnings of real estate entities, minority interest, discontinued operations and gain (loss) on disposition of real estate and real estate investments....... 352,550 347,008 328,111 Equity in earnings of real estate entities ..................... 24,966 29,888 38,542 Minority interest in income: Preferred partnership interests............................... (26,906) (26,906) (31,737) Other partnership interests................................... (16,797) (17,181) (14,278) Discontinued operations......................................... 1,833 (11,530) (521) Gain (loss) on disposition of real estate and real estate 1,007 (2,541) 4,091 investments ................................................. ------------- ------------- ------------- Net income...................................................... $ 336,653 $ 318,738 $ 324,208 ============= ============= ============= Net income allocation: - ---------------------- Allocable to preferred shareholders: Based on distributions paid.............................. $ 146,196 $ 148,926 $ 117,979 Based on redemptions of preferred stock (Note 2)......... 7,120 6,888 14,835 Allocable to Equity Stock, Series A.......................... 21,501 21,501 19,455 Allocable to common shareholders............................. 161,836 141,423 171,939 ------------- ------------- ------------- $ 336,653 $ 318,738 $ 324,208 ============= ============= ============= Net income per common share - basic Continuing operations........................................ $1.28 $1.24 $1.41 Discontinued operations...................................... 0.01 (0.09) - ------------- ------------- ------------- $1.29 $1.15 $1.41 ============= ============= ============= Net income per common share - diluted Continuing operations........................................ $1.27 $1.23 $1.39 Discontinued operations...................................... 0.01 (0.09) - ------------- ------------- ------------- $1.28 $1.14 $1.39 ============= ============= ============= Net income per depositary share of Equity Stock, Series A (basic and diluted) ................................................ $2.45 $2.45 $2.45 ============= ============= ============= Basic weighted average common shares outstanding................ 125,181 123,005 122,310 ============= ============= ============= Diluted weighted average common shares outstanding.............. 126,517 124,571 123,577 ============= ============= ============= Weighted average shares of Equity Stock, Series A (basic and diluted) .................................................... 8,776 8,776 7,940 ============= ============= =============
See acompanying note. F-3 PUBLIC STORAGE, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY For each of the three years in the period ended December 31, 2003 (Amounts in thousands, except share and per share amounts)
Cumulative Class B Preferred Common Common Paid-in Stock Stock Stock Capital ----------- --------- -------- ----------- Balances at December 31, 2000.................................... $1,155,150 $12,370 $ 700 $2,506,736 Issuance of Cumulative Preferred Stock; Series Q (6,900 shares), Series R (20,400 shares) and Series S (5,750 shares)........ 826,250 - - (27,177) Redemption of Cumulative Preferred Stock; Series G (6,900 shares), Series H (6,750 shares) and Series I (4,000 shares) (441,250) - - (75) Issuance of Equity Stock, Series A (3,140.500 shares)......... - - - 74,820 Issuance of Common Stock (1,843,634 shares) .................. - 184 - 46,487 Repurchase of Common Stock (10,585,593 shares)................ - (1,058) - (275,803) Issuance of Put Option (Note 10)............................. - - - 910 Net income.................................................... - - - - Distributions to shareholders: Cumulative Preferred Stock.................................. - - - - Equity Stock, Series A...................................... - - - - Common Stock ($1.69 per common share and common share - - - - equivalent)................................................. ----------- --------- -------- ----------- Balances at December 31, 2001.................................... 1,540,150 11,496 700 2,325,898 Issuance of Cumulative Preferred Stock; Series T (6,000 shares), Series U (6,000 shares) and Series V (6,900 shares)......... 472,500 - - (15,484) Redemption of Cumulative Preferred Stock; Series A (1,825,000 shares) and Series J (6,000 shares)......................... (195,625) - - (36) Issuance of Common Stock (2,040,540 shares)................... - 204 - 61,033 Repurchase of Common Stock (11,000 shares).................... - (1) - (380) Stock option expense.......................................... - - - 163 Net income.................................................... - - - - Distributions to shareholders: Cumulative Preferred Stock.................................. - - - - Equity Stock, Series A...................................... - - - - Common Stock ($1.80 per common share and common share - - - - equivalent)................................................. ----------- --------- -------- ----------- Balances at December 31, 2002.................................... 1,817,025 11,699 700 2,371,194 Issuance of Cumulative Preferred Stock; Series W (5,300 shares) and Series X (4,800 shares)................................. 252,500 - - (8,354) Redemption of Cumulative Preferred Stock; Series B (2,300,000 shares), Series C (1,200,000 shares) and Series K (4,600 (202,500) - - (35) shares)..................................................... Conversion of Class B Common Stock (7,000,000 shares) (Note 10) - 700 (700) - Issuance of Common Stock (3,170,279 shares) (Note 10)......... - 317 - 81,281 Repurchase of Common Stock (175,000 shares) (Note 10)......... - (17) - (5,984) Stock option expense (Note 12)................................ - - - 530 Net income.................................................... - - - - Distributions to shareholders: Cumulative Preferred Stock.................................. - - - - Equity Stock, Series A...................................... - - - - Common Stock ($1.80 per share).............................. - - - - ----------- --------- -------- ----------- Balances at December 31, 2003.................................... $ 1,867,025 $ 12,699 $ - $2,438,632 =========== ========= ======== ============
Total Cumulative Cumulative Shareholders' Net Income Distributions Equity ----------- -------------- -------------- Balances at December 31, 2000.................................... $1,387,061 $(1,337,900) $ 3,724,117 Issuance of Cumulative Preferred Stock; Series Q (6,900 shares), Series R (20,400 shares) and Series S (5,750 shares)........ - - 799,073 Redemption of Cumulative Preferred Stock; Series G (6,900 shares), Series H (6,750 shares) and Series I (4,000 shares) - - (441,325) Issuance of Equity Stock, Series A (3,140.500 shares)......... - - 74,820 Issuance of Common Stock (1,843,634 shares) .................. - - 46,671 Repurchase of Common Stock (10,585,593 shares)................ - - (276,861) Issuance of Put Option (Note 10)............................. - - 910 Net income.................................................... 324,208 - 324,208 Distributions to shareholders: Cumulative Preferred Stock.................................. - (117,979) (117,979) Equity Stock, Series A...................................... - (19,455) (19,455) Common Stock ($1.69 per common share and common share - (204,596) (204,596) equivalent)................................................. ----------- -------------- -------------- Balances at December 31, 2001.................................... 1,711,269 (1,679,930) 3,909,583 Issuance of Cumulative Preferred Stock; Series T (6,000 shares), Series U (6,000 shares) and Series V (6,900 shares)......... - - 457,016 Redemption of Cumulative Preferred Stock; Series A (1,825,000 shares) and Series J (6,000 shares)......................... - - (195,661) Issuance of Common Stock (2,040,540 shares)................... - - 61,237 Repurchase of Common Stock (11,000 shares).................... - - (381) Stock option expense.......................................... - - 163 Net income.................................................... 318,738 - 318,738 Distributions to shareholders: Cumulative Preferred Stock.................................. - (148,926) (148,926) Equity Stock, Series A...................................... - (21,501) (21,501) Common Stock ($1.80 per common share and common share - (221,299) (221,299) equivalent)................................................. ----------- -------------- -------------- Balances at December 31, 2002.................................... 2,030,007 (2,071,656) 4,158,969 Issuance of Cumulative Preferred Stock; Series W (5,300 shares) and Series X (4,800 shares)................................. - - 244,146 Redemption of Cumulative Preferred Stock; Series B (2,300,000 shares), Series C (1,200,000 shares) and Series K (4,600 - - (202,535) shares)..................................................... Conversion of Class B Common Stock (7,000,000 shares) (Note 10) - - - Issuance of Common Stock (3,170,279 shares) (Note 10)......... - - 81,598 Repurchase of Common Stock (175,000 shares) (Note 10)......... - - (6,001) Stock option expense (Note 12)................................ - - 530 Net income.................................................... 336,653 - 336,653 Distributions to shareholders: Cumulative Preferred Stock.................................. - (146,196) (146,196) Equity Stock, Series A...................................... - (21,501) (21,501) Common Stock ($1.80 per share).............................. - (225,864) (225,864) ----------- -------------- -------------- Balances at December 31, 2003.................................... $2,366,660 $(2,465,217) $ 4,219,799 =========== ============== ==============
See accompanying notes. F-4 PUBLIC STORAGE, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS For each of the three years in the period ended December 31, 2003 (amounts in thousands)
2003 2002 2001 ------------- ------------ ------------ Cash flows from operating activities: Net income............................................................... $ 336,653 $ 318,738 $ 324,208 Adjustments to reconcile net income to net cash provided by operating activities: Gain, loss and impairment charges (net) included in equity in earnings of real estate investments................................. (187) (3,737) - (Gain)/loss on disposition of real estate and real estate (1,007) 2,541 (4,091) investments......................................................... Depreciation and amortization....................................... 185,775 177,978 164,914 Depreciation included in equity in earnings of real estate entities. 27,753 27,078 25,096 Depreciation, impairment losses, and other items associated with discontinued operations (Note 4).................................. 336 10,174 3,147 Minority interest in income......................................... 43,703 44,087 46,015 Other operating activities.......................................... 1,404 12,102 (20,755) ------------- ------------ ------------ Total adjustments................................................. 257,777 270,223 214,326 ------------- ------------ ------------ Net cash provided by operating activities......................... 594,430 588,961 538,534 ------------- ------------ ------------ Cash flows from investing activities: Principal payments received on mortgage notes receivable............ 23,814 35,513 2,199 Issuance of notes receivable to affiliates.......................... (100,000) - (35,000) Business combinations............................................... - (139,680) 6,276 Capital improvements to real estate facilities ..................... (30,175) (26,993) (35,478) Construction in process............................................. (102,428) (101,110) (184,290) Acquisition of minority interests................................... (9,867) (27,544) (11,841) Acquisition of real estate facilities............................... - (30,117) (3,503) Acquisition of investments in real estate entities.................. (35,118) (33,956) (55,468) Proceeds from the sale of real estate facilities and real estate 34,883 15,209 19,936 investments....................................................... Other investing activities.......................................... (9,285) (14,786) (8,889) ------------- ------------ ------------ Net cash used in investing activities............................. (228,176) (323,464) (306,058) ------------- ------------ ------------ Cash flows from financing activities: Net borrowings on line of credit.................................... - (25,000) 25,000 Principal payments on notes payable................................. (39,837) (27,685) (12,451) Net proceeds from the issuance of Common Stock...................... 68,618 23,333 15,857 Net proceeds from the issuance of Cumulative Preferred Stock........ 244,146 457,016 799,073 Net proceeds from the issuance of Equity Stock, Series A............ - - 74,820 Issuance of Put Option.............................................. - - 910 Repurchase of Common Stock.......................................... (6,001) (381) (276,861) Repurchase of preferred partnership units........................... - - (80,000) Redemption of Cumulative Preferred Stock............................ (87,535) (195,661) (441,325) Distributions paid to shareholders.................................. (393,561) (391,726) (342,030) Distributions paid to minority interests............................ (50,031) (52,174) (53,862) Investment by minority interests.................................... (344) 558 18,273 ------------- ------------ ------------ Net cash used in financing activities............................. (264,545) (211,720) (272,596) ------------- ------------ ------------ Net increase (decrease) in cash and cash equivalents..................... 101,709 53,777 (40,120) Cash and cash equivalents at the beginning of the year................... 103,124 49,347 89,467 ------------- ------------ ------------ Cash and cash equivalents at the end of the year......................... $ 204,833 $ 103,124 $ 49,347 ============= ============ ============
See acompanying notes. F-5 PUBLIC STORAGE, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS For each of the three years in the period ended December 31, 2003 (amounts in thousands) (Continued)
2003 2002 2001 ------------- ------------ ------------ Supplemental schedule of non cash investing and financing activities: Business combinations (Note 3): Real estate facilities.............................................. $ - $(330,426) $ - Investment in real estate entities.................................. - 160,236 - Other assets........................................................ - (8,187) (4,538) Accrued and other liabilities....................................... - 23,891 6,993 Minority interest................................................... - 14,806 - Goodwill............................................................ - - (26,993) Disposition of real estate facilities in exchange for notes receivable, other assets, and investment in real estate entities.................. - 493 16,150 Notes receivable issued in connection with real estate dispositions..... - (493) (305) Disposition of minority interest in exchange for other assets: Other assets........................................................ - (1,450) - Minority interest................................................... - 3,289 - Acquisition of minority interest in exchange for common stock (Note 9): Real estate facilities.............................................. (16,687) (39,780) - Minority interest................................................... (6,690) (25,668) - Exchange of Cumulative Preferred Stock, Series B for Cumulative Preferred Stock, Series T: Reduction in Cumulative Preferred Stock, Series B.................. - (2,150) - Increase in Cumulative Preferred Stock, Series T................... - 2,150 - Issuance of Common Stock: In connection with business combinations............................ - - 30,814 To acquire minority interests....................................... 13,510 37,904 - Exchange of Common Stock for Common Stock, Series B: Reduction in Common Stock, Series B (7,000,000 shares).............. (700) - - Increase in Common Stock (7,000,000 shares)......................... 700 - -
See accompanying notes. F-6 PUBLIC STORAGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 1. Description of the business Public Storage, Inc. (the "Company") is a California corporation, which was organized in 1980. We are a fully integrated, self-administered and self-managed real estate investment trust ("REIT") whose principal business activities include the acquisition, development, ownership and operation of self-storage facilities which offer storage spaces for lease, usually on a month-to-month basis, for personal and business use. In addition, to a much lesser extent, we have interests in commercial properties, containing commercial and industrial rental space, and interests in facilities that lease storage containers. We invest in real estate facilities by acquiring wholly owned facilities or by acquiring interests in real estate entities which own facilities. At December 31, 2003, we had direct and indirect equity interests in 1,410 storage facilities located in 37 states and operating under the "Public Storage" name. We also have direct and indirect equity interests in approximately 20.1 million net rentable square feet of commercial space located in 10 states. 2. Summary of significant accounting policies Basis of presentation --------------------- The consolidated financial statements include the accounts of the Company and 38 controlled entities (the "Consolidated Entities"). Collectively, the Company and the Consolidated Entities own a total of 1,382 real estate facilities, consisting of 1,374 self-storage facilities, five industrial facilities used by the containerized storage operations and three commercial properties. At December 31, 2003, we had equity investments in seven limited partnerships in which we do not have a controlling interest. These limited partnerships collectively own 36 self-storage facilities, which are managed by the Company. In addition, we own approximately 44% of the common equity of PS Business Parks, Inc. ("PSB"), which owns and operates 18.3 million net rentable square feet of commercial space as of December 31, 2003. We do not control these entities, accordingly, our investments in these limited partnerships and PSB (these entities are referred to collectively as the "Unconsolidated Entities") are accounted for using the equity method. Use of estimates ---------------- The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Income taxes ------------ For all taxable years subsequent to 1980, the Company qualified and intends to continue to qualify as a REIT, as defined in Section 856 of the Internal Revenue Code. As a REIT, we are not taxed on that portion of our taxable income which is distributed to our shareholders provided that we meet certain tests. We believe we have met these tests during 2003, 2002 and 2001; accordingly, no provision for income taxes has been made in the accompanying financial statements. F-7 PUBLIC STORAGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 Financial instruments --------------------- The methods and assumptions used to estimate the fair value of financial instruments are described below. We have estimated the fair value of our financial instruments using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop estimates of market value. Accordingly, estimated fair values are not necessarily indicative of the amounts that could be realized in current market exchanges. For purposes of financial statement presentation, we consider all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. Due to the short period to maturity of our cash and cash equivalents, accounts receivable, and other financial assets included in other assets, and accrued and other liabilities, the carrying values as presented on the consolidated balance sheets are reasonable estimates of fair value. The carrying amount of notes receivable approximates fair value because the applicable interest rates approximates market rates for these loans. Notes receivable were all current at December 31, 2003. A comparison of the carrying amount of notes payable to their estimated fair value is included in Note 8, "Notes Payable." Financial assets that are exposed to credit risk consist primarily of cash and cash equivalents, accounts receivable, and notes receivable. Cash and cash equivalents, which consist of short-term investments, including commercial paper, are only invested in entities with an investment grade rating. Notes receivable consist primarily of $100.0 million due from Public Storage Business Parks ("PSB") that was repaid entirely by March 11, 2004. Accounts receivable from customers are a component of other assets, and are not a significant component of total assets. Included in cash and cash equivalents at December 31, 2003 is $1,835,000 ($11,423,000 at December 31, 2002) held by STOR-Re Mutual Insurance Company, Inc. ("STOR-Re"). Insurance and other regulations place significant restrictions on our ability to withdraw these funds for purposes other than insurance activities (see Note 3). Other assets at December 31, 2003 includes investments totaling $27,995,000 ($13,801,000 at December 31, 2002) in held to maturity debt securities owned by STOR-Re stated at amortized cost which approximates fair value. Real estate facilities ---------------------- Real estate facilities are recorded at cost. Costs associated with the acquisition, development, construction, renovation, and improvement of properties are capitalized. Interest, property taxes, and other costs associated with development incurred during the construction period are capitalized as building cost. Expenditures for repairs and maintenance are charged to expense when incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the buildings and improvements, which are generally between 5 and 25 years. Evaluation of asset impairment ------------------------------ In August 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS No. 144"). In June 2001, the FASB issued Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142"). We adopted both of these statements effective January 1, 2002. F-8 PUBLIC STORAGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 With respect to goodwill, we evaluate impairment annually through a two-step process. In the first step, if the fair value of the reporting unit to which the goodwill applies is equal to or greater than the carrying amount of the assets of the reporting unit, including the goodwill, the goodwill is considered unimpaired and the second step is unnecessary. If, however, the fair value of the reporting unit is less than the carrying amount, the second step is performed. In this test, we compute the implied fair value of the goodwill based upon the allocations that would be made to the goodwill, other assets and liabilities of the reporting unit if a business combination transaction were consummated at the fair value of the reporting unit. An impairment loss is recorded to the extent that the implied fair value of the goodwill is less than the goodwill's carrying amount. No impairments of our goodwill were identified in our annual evaluations at December 31, 2003 and December 31, 2002. With respect to other long-lived assets, we evaluate such assets on a quarterly basis. We first evaluate these assets for indicators of impairment such as a) a significant decrease in the market price of a long-lived asset, b) a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition, c) a significant adverse change in legal factors or the business climate that could affect the value of the long-lived asset, d) an accumulation of costs significantly in excess of the amount originally projected for the acquisition or construction of the long-lived asset, or e) a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of the long-lived asset. When any such indicators of impairment are noted, we compare the carrying value of these assets to the future estimated undiscounted cash flows attributable to these assets. If the asset's recoverable amount is less than the carrying value of the asset, then an impairment charge is booked for the excess of carrying value over the asset's fair value. Any long-lived assets that we expect to sell or dispose of prior to their previously estimated useful life are stated at the lower of their estimated net realizable value (less cost to sell) or their carrying value. Impairments were identified with respect to our long-lived assets associated with our Discontinued Operations as described further in Note 4. In addition, an impairment charge in the amount of $420,000 was recorded in the year ended December 31, 2002 relating to trucks and other equipment of the continuing containerized storage business. No other impairments were identified. Accounting for Stock-Based Compensation --------------------------------------- We utilize the Fair Value Method of accounting for our employee stock options issued after December 31, 2001, and utilize the APB 25 Method for employee stock options issued prior to January 1, 2002. Restricted Stock Unit expense is recorded over the relevant vesting period. See Note 12 for a full discussion of our accounting with respect to employee stock options and restricted stock units. Other assets ------------ Other assets primarily consist of containers and equipment associated with the containerized storage operations, assets associated with the truck rental business, accounts receivable, and prepaid expenses. Accounts receivable due from tenants are net of allowances for estimated doubtful accounts. Containers and equipment utilized in our containerized storage business totaled $10,895,000 and $20,275,000 at December 31, 2003 and 2002, respectively. The carrying amounts are net of accumulated depreciation and asset impairment charges. As discussed in Note 4, during 2003 and 2002 impairment charges amounting to $2,479,000 and $6,504,000, respectively, were recorded with respect to containers and equipment utilized in the discontinued containerized storage operations. In addition, during 2002, an impairment charge of $420,000 was recorded with respect to assets used in the continuing containerized storage operations. F-9 PUBLIC STORAGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 Included in depreciation and amortization expense for 2003, 2002 and 2001 is $7,610,000, $4,503,000, and $3,606,000 respectively, related to depreciation of other assets. Included in discontinued operations for 2003, 2002, and 2001, respectively, is depreciation expense of $1,461,000, $2,518,000, and $2,245,000 respectively, related to depreciation of containers and equipment of the discontinued operations of the containerized storage business. Other assets at December 31, 2003 also includes investments totaling $27,995,000 ($13,801,000 at December 31, 2002) in held to maturity debt securities owned by STOR-Re (see Note 3) stated at amortized cost, which approximates fair value. Accrued and other liabilities ----------------------------- Accrued and other liabilities consist primarily of trade payables, real and personal property tax accruals, accrued interest, and losses and loss adjustment liabilities, as discussed below. STOR-Re (see Note 3) provides limited property and liability insurance coverage to the Company and affiliates of the Company. This entity accrues liabilities for losses and loss adjustment expense, which at December 31, 2003 totaled $28,741,000 ($22,911,000 at December 31, 2002). PS Insurance Company, Ltd. reinsures policies against claims for losses to goods stored by tenants in our self-storage facilities (see Note 3). This entity accrues liabilities for losses and loss adjustment expense, which at December 31, 2003 totaled $2,486,000 ($2,135,000 at December 31, 2002). Liabilities for losses and loss adjustment expenses include an amount determined from loss reports and individual cases and an amount, based on recommendations from an outside actuary using a frequency and severity method, for losses incurred but not reported. Determining the liability for unpaid losses and loss adjustment expense is based upon estimates and while we believe that the amount is adequate, the ultimate loss may be in excess of or less than the amounts provided. The methods for making such estimates and for establishing the resulting liability are continually reviewed. The Company, STOR-Re, and its affiliates' maximum aggregate annual exposure for losses that are below the deductibles set forth in the third-party insurance contracts, assuming multiple significant events occur, is approximately $30 million. In addition, if losses exhaust the third-party insurers' limit of coverage of $125,000,000 for property coverage and $101,000,000 for general liability, our exposure could be greater. These limits, however, are higher than estimates of maximum probable losses that could occur from individual catastrophic events (i.e., earthquake and wind damage) determined in recent engineering and actuarial studies. PS Insurance Company, Ltd. has outside third-party insurance coverage for losses from any individual event that exceeds a loss of $500,000, to a limit of $10,000,000. Losses below the third-party insurers' deductible amounts are accrued as cost of operations for the tenant reinsurance operations. Intangible assets and goodwill ------------------------------ Intangible assets consist of property management contracts ($165,000,000) and the excess of the acquisition cost over the fair value of net tangible and identifiable intangible assets or "goodwill" ($94,719,000) acquired in business combinations. Prior to January 1, 2002, we amortized goodwill using the straight-line method over 25 years. Goodwill on our balance sheet has an indeterminate life and, in accordance with the provisions of Statement of Financial Accounting Standards No. 142, amortization of goodwill ceased effective January 1, 2002. Our other intangibles have a defined life and continue to be amortized over 25 years. Had we continued to amortize goodwill in 2002 and 2003 as we did in 2001, net income would have been reduced by $2,705,000 in each year and basic and diluted earnings per share would have been reduced $0.02 per share in each of 2003 and 2002, respectively. F-10 PUBLIC STORAGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 Goodwill is net of accumulated amortization of $16,515,000 at December 31, 2003 and 2002. At December 31, 2003, property management contracts are net of accumulated amortization of $53,711,000 ($47,107,000 at December 31, 2002). Included in depreciation and amortization expense for 2003, 2002, and 2001 is $6,604,000 with respect to the amortization of property management contracts. We expect amortization expense with respect to property management contracts will be $6,604,000 per year in each of the five years ended through December 2008. Included in depreciation and amortization expense for 2001 is $2,705,000 relating to the amortization of goodwill (none for 2002 and 2003). Revenue and expense recognition ------------------------------- Rental income, which is generally earned pursuant to month-to-month leases for storage space, is recognized as earned. Promotional discounts are recognized as a reduction to rental income over the promotional period, which is generally during the first month of occupancy. Late charges and administrative fees are recognized as rental income when collected. Tenant reinsurance premiums are recognized as premiums are collected. Interest income is recognized as earned. Equity in earnings of real estate entities is recognized based on our ownership interest in the earnings of each of the unconsolidated real estate entities. We accrue for property tax expense based upon estimates and historical trends. If these estimates are incorrect, the timing of expense recognition could be affected. Cost of operations, general and administrative expense, interest expense, as well as television, yellow page, and other advertising expenditures are expensed as incurred. Television, yellow page, and other advertising expense totaled $25,231,000, $25,610,000, and $21,897,000 for the years ended December 31, 2003, 2002, and 2001, respectively. Environmental costs ------------------- Our policy is to accrue environmental assessments and/or 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. Net income per common share --------------------------- Cumulative Preferred Stock dividends totaling $146,196,000, $148,926,000, and $117,979,000 for the years ended December 31, 2003, 2002 and 2001, respectively, have been deducted from net income to arrive at net income allocable to our common shareholders. In addition, during 2003, we implemented the Security and Exchange Commission's (the "SEC") clarification of Emerging Issues Task Force ("EITF") Topic D-42. EITF Topic D-42, "The Effect on the Calculation of Earnings per Share for the Redemption or Induced Conversion of Preferred Stock" provides, among other things, that any excess of (1) the fair value of the consideration transferred to the holders of preferred stock redeemed over (2) the carrying amount of the preferred stock should be subtracted from net earnings to determine net earnings available to common stockholders in the calculation of earnings per share. During 2001, 2002, and 2003, we called for redemption various series of our cumulative perpetual preferred stock. Our interpretation of EITF Topic D-42, prior to the clarification, was that the carrying amount of our preferred stock was equivalent to the liquidation preference as recorded on our balance sheet. Each of the series of preferred stock that was called for redemption was redeemed at the liquidation preference. Accordingly, based upon our interpretation, the fair value of the consideration given at redemption was equivalent to the carrying amount on our balance sheet, resulting in no impact to net earnings available to common stockholders in the calculation of earnings per share. F-11 PUBLIC STORAGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 At the July 31, 2003 meeting of the EITF, the Securities and Exchange Commission Observer clarified that for the purposes of applying EITF Topic D-42, the carrying amount of the preferred stock should be reduced by the issuance costs of the preferred stock, regardless of where in the stockholders' equity section those costs were initially classified on issuance. We therefore revised our accounting treatment in 2003 to conform to the SEC Observer's clarification, and have reflected adjustments to amounts previously reported in 2001 and 2002 to conform such presentations to the SEC Observer's clarification. As a result of this implementation, we allocated an additional $7,120,000 ($0.06 per diluted share) for the year ended December 31, 2003 for the excess of the redemption amount over the carrying amount of our Cumulative Preferred Stock. In addition, the 2002 and 2001 allocations of net income and earnings per share have been restated to reflect the allocation of $6,888,000 ($0.06 per diluted share) and $14,835,000 ($0.12 per diluted share), respectively, for such excess with respect to redemptions of our Cumulative Preferred Stock. It is our policy to record such allocation at the time the securities are called for redemption. This implementation had no impact upon our reported net income; however, the implementation did result in a reallocation of such net income between our preferred and common shareholders. Net income allocated to our common shareholders has been further allocated between our two classes of common stock; our regular common stock and our Equity Stock, Series A. The allocation among each class was based upon the two-class method. Under the two-class method, earnings per share for each class of common stock is determined according to dividends declared (or accumulated) and participation rights in undistributed earnings. Under the two-class method, the Equity Stock, Series A for the years ended December 31, 2003, 2002 and 2001 were allocated approximately $21,501,000, $21,501,000 and $19,455,000, respectively, of net income. The remaining $161,836,000, $141,423,000, and $171,939,000, for the years ended December 31, 2003, 2002, and 2001, respectively, was allocated to our common stock. Basic net income per share is computed using the weighted average common shares outstanding (prior to the dilutive impact of stock options and restricted stock outstanding). Diluted net income per common share is computed using the weighted average common shares outstanding (adjusted for the dilutive impact of stock options and restricted stock outstanding that totaled 1,336,000 in 2003, 1,566,000 in 2002 and 1,267,000 shares in 2001). Commencing January 1, 2000, the 7,000,000 Class B common shares outstanding began to participate in distributions of the Company's earnings. Distributions per share of Class B common stock are equal to 97% of the per share distribution paid to the regular common shares. As a result of this participation in the distribution of our earnings, we have included 6,790,000 (7,000,000 x 97%) Class B common shares in the weighted average common equivalent shares for the year ended December 31, 2001. As of March 31, 2002, the remaining contingency for the conversion of the Class B common stock into regular common stock was satisfied. As a result, beginning April 1, 2002, we began to include all 7,000,000 Class B common shares in the computation of the weighted average common equivalent shares. The Class B common stock converted into 7,000,000 shares of common stock on January 1, 2003. F-12 PUBLIC STORAGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 Reclassifications ----------------- Certain amounts previously reported have been reclassified to conform to the December 31, 2003 presentation, including Discontinued Operations (see Note 4) and the application of the SEC Observer's clarification of EITF Topic D-42 (see "Net Income per Common Share" above). 3. Business combinations Development Joint Venture ------------------------- On January 16, 2002, we acquired the remaining 70% interest we did not own in a partnership (the "Development Joint Venture"). The Development Joint Venture was formed in April 1997 to develop self-storage facilities and was funded with equity capital consisting of 30% from the Company and 70% from an institutional investor. The Development Joint Venture developed and owns a total of 47 self-storage facilities. Prior to January 16, 2002, we accounted for our investment in the Development Joint Venture using the equity method of accounting. The aggregate cost of this business combination was $268,209,000, consisting of our pre-existing investment in the Development Joint Venture of $115,131,000 and cash of $153,078,000 paid to the institutional investor to acquire its interest. STOR-Re Mutual Insurance Company, Inc. (STOR-Re) ------------------------------------------------ As a result of obtaining a controlling ownership interest, effective July 1, 2002 we began consolidating STOR-Re. Accordingly, the assets and liabilities and operating results subsequent to July 1, 2002 of STOR-Re are included on our financial statements. Our investment in STOR-Re, which at June 30, 2002 was classified as an Other Asset in the amount of $8,541,000, was allocated to the cash, other assets, and liabilities of STOR-Re as described in the table below. STOR-Re was formed in 1994 as an association captive insurance company owned by the Company and its affiliates. STOR-Re provides limited property and liability insurance to the Company and its affiliates. The Company also utilizes other insurance carriers to provide property and liability coverage in excess of STOR-Re's limitations. Prior to July 1, 2002, the insurance premiums paid to STOR-Re were included in property operating expenses. After June 30, 2002, the insured liabilities costs incurred by STOR-Re with respect to the Company and the Consolidated Entities facilities are presented as property operating expenses. The insured liability costs incurred by STOR-Re are substantially equivalent to the premiums paid by the Company and its affiliates; accordingly, the consolidation of STOR-Re had no material impact upon the Company's income statement. The net operating results of STOR-Re with respect to its insurance services provided to the Unconsolidated Entities are included in "Interest and other income." Other Partnerships ------------------ As a result of obtaining a controlling ownership interest, we began to consolidate the accounts of two publicly held limited partnerships owning 31 self-storage facilities in which we are the general partner, effective January 1, 2002. Our $45,105,000 investment at December 31, 2001 was allocated to the cash, other assets, liabilities, and minority interests of these entities as described in the table below. Prior to 2002, we accounted for our investment in these entities using the equity method of accounting. F-13 PUBLIC STORAGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 PS Insurance Company, Ltd. -------------------------- On December 31, 2001, we acquired all of the capital stock of PS Insurance Company, Ltd. ("PS Insurance Company"), which reinsures policies against losses to goods stored by tenants in our self-storage facilities and which owned, and continues to own, 301,032 shares of the Company's common stock. Prior to December 31, 2001, PS Insurance Company was owned by our chairman and former chief executive officer, B. Wayne Hughes, and members of his family (collectively, "Hughes"). The acquisition cost was $24,538,000, which was composed of $30,814,000 in common stock (1,439,765 shares issued to Hughes less the 301,032 shares held by PS Insurance Company valued at the market price of the common stock at the time the acquisition agreement was entered into and announced publicly) less $6,276,000 cash held by PS Insurance Company. The purchase price was allocated first to the tangible assets and liabilities of PS Insurance Company. The difference between the purchase price and the net tangible assets was determined to be related to the value of the ongoing operations of the enterprise as a whole (and not to any specific intangible asset) and was therefore allocated to goodwill. The goodwill has an indeterminate life and therefore will not be amortized. Each of the business combinations, indicated above, has been accounted for using the purchase method. Accordingly, allocations of the total acquisition cost to the net assets acquired were made based upon the fair value of such assets and liabilities assumed with respect to the transactions, with the remainder, if any, allocated to goodwill. Accordingly, allocations of the total acquisition cost to the net assets acquired were made based upon the fair value of such assets and liabilities assumed with respect to the transactions occurring in 2002 and 2001 (none in 2003) are summarized as follows:
Development Partnership PS Insurance Joint Venture STOR - Re Acquisitions Acquisition Total -------------- ----------- -------------- ------------ ------------ (Amounts in thousands) 2002 business combinations: Real estate facilities.... $ 269,898 $ - $ 60,528 $ - $ 330,426 Cash...................... - 12,647 751 - 13,398 Other assets.............. 1,122 14,553 1,053 - 16,728 Accrued and other liabilities (2,811) (18,659) (2,421) - (23,891) Minority interest ........ - - (14,806) - (14,806) -------------- ----------- -------------- ------------ ------------ $ 268,209 $ 8,541 $ 45,105 $ - $ 321,855 ============== =========== ============== ============ ============ 2001 business combinations: Goodwill.................. $ - $ - $ - $ 26,993 $ 26,993 Other assets.............. - - - 4,538 4,538 Accrued and other liabilities - - - (6,993) (6,993) -------------- ----------- -------------- ------------ ----------- $ - $ - $ - $ 24,538 $ 24,538 ============== =========== ============== ============ ============
F-14 PUBLIC STORAGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 The historical operating results of the above acquisitions prior to each respective acquisition date have not been included in the Company's historical operating results. Pro-forma data (unaudited) for the year ended December 31, 2002 (there were no pro-forma adjustments required for the year ended December 31, 2003 as all the transactions denoted above had occurred by December 31, 2002) as though the business combinations above had been effective at the beginning of fiscal 2002 are as follows: For the Year Ended December 31, 2002 ------------------------ (in thousands except per share data) Revenues.................................... $832,905 Net income.................................. $318,503 Net income per common share (Basic)......... $1.15 Net income per common share (Diluted)....... $1.13 The pro-forma data does not purport to be indicative either of results of operations that would have occurred had the transactions occurred at the beginning of fiscal 2001 or future results of operations of the Company. Certain pro-forma adjustments were made to the combined historical amounts to reflect (i) expected reductions in general and administrative expenses, (ii) estimated increased interest expense from bank borrowings to finance the cash portion of the acquisition cost and (iii) estimated increase in depreciation expense. 4. Discontinued Operations Statement of Financial Accounting Standards No. 144 ("SFAS No. 144") addresses accounting for discontinued operations. The Statement requires the segregation of all disposed components of an entity with operations that (i) can be distinguished from the rest of the entity and (ii) will be eliminated from the ongoing operations of the entity in a disposal transaction. During 2002, we adopted a business plan that included the closure of 22 non-strategic containerized storage facilities. During 2003, we identified an additional 9 facilities for closure. Each of these 31 containerized storage facilities (collectively, the "Closed Facilities") represented components of our Containerized Storage business segment. The related assets of the Closed Facilities (consisting primarily of storage containers) were deemed not recoverable from future operations, and as a result asset impairment charges for the excess of these assets' net book value over their fair value, determined based upon the values of similar assets, was recorded during 2002 and 2003 totaling $6,504,000 and $2,479,000, respectively. In 2003, we decided to sell an industrial facility that was previously used by one of the closed facilities. We determined in the quarter ended June 30, 2003 that the net proceeds from this sale would be $750,000 less than the book value and, accordingly, we recorded an impairment charge of $750,000. The sale of the facility was completed in December 2003, and a loss on sale, representing the difference between the net proceeds received and the book value (net of the $750,000 impairment charge) of $355,000 was recorded. The impairment charge and loss on sale is included in discontinued operations. During 2002, lease termination costs, representing the expected remaining lease liability following closure of the facilities, were accrued in the amount of $2,447,000 for 2002. In accordance with the provisions of Statement of Financial Accounting Standards No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" which we adopted on January 1, 2003, we no longer accrue for such lease termination or other liabilities and instead recognize such expenses as they are incurred. If recorded, such lease termination accruals would have decreased net income by $610,000 for the year ended December 31, 2003. F-15 PUBLIC STORAGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 The historical operations of the Closed Facilities (including the asset impairment and lease termination costs) are classified as discontinued operations, with the rental income, cost of operations, and depreciation expense with respect to these facilities for current and prior periods included in the line item "Discontinued Operations" on the income statement. During 2003, we sold four self-storage facilities that we owned in the Knoxville, Tennessee, and one self-storage facility located in Perrysburg, Ohio. The operations of these facilities and the Knoxville Facilities (collectively, the "Sold Self-Storage Facilities"), including the gain on sale of $5,476,000, are reported as discontinued operations. During 2002, we sold one of our commercial properties (the "Sold Commercial Property") to a third party. The historical operations of this property for 2002 and 2001 are included in Discontinued Operations. The following table summarizes the historical operations of the Sold Self-Storage Facilities, the Closed Facilities and the Sold Commercial Property: Discontinued Operations: Year ended December 31, - ------------------------- -------------------------------------- 2003 2002 2001 ----------- ---------- ------------ (Amounts in thousands) Rental income (a): Sold self-storage facilities.... $ 1,579 $ 1,841 $ 1,897 Closed facilities............... 9,385 22,396 19,212 Sold commercial property........ - 268 460 ----------- ---------- ------------ Total rental income........ 10,964 24,505 21,569 ----------- ---------- ------------ Cost of operations (a): Sold self-storage facilities.... 617 742 769 Closed facilities............... 8,178 22,588 18,063 Sold commercial property........ - 84 111 ----------- ---------- ------------ Total cost of operations... 8,795 23,414 18,943 ----------- ---------- ------------ Depreciation and amortization (a): Sold self-storage facilities... 424 528 523 Closed facilities............... 1,804 3,035 2,508 Sold commercial property........ - 107 116 ----------- ---------- ------------ Total expenses............. 2,228 3,670 3,147 ----------- ---------- ------------ Loss before other items........... (59) (2,579) (521) Other items: Sold self-storage facilities (b) 5,476 - - Closed facilities (c)........... (3,584) (8,951) - Commercial properties........... - - - ----------- ---------- ------------ Total other items.......... 1,892 (8,951) - ----------- ---------- ------------ Total discontinued operations..... $ 1,833 $(11,530) $ (521) =========== ========== ============ (a) These amounts represent the historical operations of the Sold Self-Storage Facilities, the Closed Facilities, and the Sold Commercial Property, and include amounts previously classified as rental income, cost of operations, and depreciation expense in the financial statements of prior periods. (b) Represents the net gain on sale. (c) Other items include asset impairment charges with respect to the containers and equipment of the Closed Facilities totaling $2,479,000 and $6,504,000 for the years ended December 31, 2003 and 2002, respectively. Amounts for 2003 also include a $750,000 impairment charge and a $355,000 loss on sale with respect to a facility previously used by one of the Closed Facilities, which was sold in December 2003. Amounts for 2002 also include $2,447,000 in lease termination accruals. F-16 PUBLIC STORAGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 There are no significant assets or liabilities of discontinued operations at December 31, 2003 or 2002. 5. Real estate facilities Activity in real estate facilities during 2003, 2002 and 2001 is as follows:
2003 2002 2001 ------------- ------------- ------------- (Amounts in thousands) Operating facilities, at cost: Beginning balance....................................... $ 4,988,526 $ 4,431,054 $ 4,134,417 Property acquisitions: Business combinations (Note 3) ...................... - 330,426 - Other acquisitions................................... - 30,117 3,503 Disposition of facilities............................... (31,327) (4,619) (9,603) Newly developed facilities opened for operations........ 121,437 134,775 264,161 Acquisition of minority interest (Note 9)............... 16,687 39,780 3,098 Capital improvements.................................... 30,175 26,993 35,478 ------------- ------------- ------------- Ending balance.......................................... 5,125,498 4,988,526 4,431,054 ------------- ------------- ------------- Accumulated depreciation: Beginning balance....................................... (987,546) (819,932) (668,018) Additions during the year (a)........................... (172,328) (168,023) (152,901) Disposition of facilities............................... 6,815 409 987 ------------- ------------- ------------- Ending balance.......................................... (1,153,059) (987,546) (819,932) ------------- ------------- ------------- Construction in process: Beginning balance...................................... 87,516 121,181 217,140 Current development.................................... 102,428 101,110 171,865 Transfers to land held for development................. 1,113 - (3,663) Newly developed facilities opened for operations....... (121,437) (134,775) (264,161) ------------- ------------- ------------- Ending balance......................................... 69,620 87,516 121,181 ------------- ------------- ------------- Land held for development: Beginning balance....................................... 17,807 30,001 21,447 Acquisitions............................................ - - 12,425 Transfers to land held for development.................. (1,113) - 3,663 Dispositions............................................ (4,458) (12,194) (7,534) ------------- ------------- ------------- Ending balance.......................................... 12,236 17,807 30,001 ------------- ------------- ------------- Total real estate facilities............................. $ 4,054,295 $ 4,106,303 $ 3,762,304 ============= ============= =============
(a) Included in additions for the years ended December 31, 2003, 2002, and 2001, respectively, is $767,000, $635,000, and $902,000 in real estate depreciation expense with respect to discontinued operations. See Note 4. Operating Facilities -------------------- During 2003, we opened 14 newly developed self-storage facilities with an aggregate cost of $107,126,000. We also completed expansions to eight existing self-storage facilities with a total cost of $12,533,000 and incurred additional costs with respect to facilities opened in prior years of $1,778,000. F-17 PUBLIC STORAGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 During 2003 we sold five self-storage facilities and an industrial facility previously used by the containerized storage operations for aggregate net proceeds of $20,950,000 of cash. An aggregate net gain on sale of $5,121,000 was recorded for these sales, combined with an impairment charge in the amount of $750,000 which was recorded when it was determined that the industrial facility would be sold for less than its book value. The gain and impairment charge are included in Discontinued Operations. In addition, during 2003 we sold excess land and completed the sale of two additional self-storage facilities for aggregate net proceeds of $13,082,000, recognizing a net gain on sale of $691,000. The two self-storage facilities had been operated by the buyer pursuant to a lease arrangement, with the lease income with respect to these two facilities included in "Interest and Other Income." During 2002, we opened 14 newly developed traditional self-storage facilities with an aggregate cost of $92,109,000 and two newly developed facilities that combine traditional self-storage facilities and containerized storage facilities in the same location ("Combination Facilities") with an aggregate cost of $14,852,000. We also completed expansions to existing self-storage facilities with a total cost of $27,814,000 and acquired nine self-storage facilities, in separate transactions from third parties, for $30,117,000 cash. During 2002, we sold four plots of land and one commercial facility for an aggregate of $15,702,000, consisting of $15,209,000 of cash and notes receivable in the amount of $493,000. An aggregate loss in the amount of $702,000 was recorded on the sale of these properties. During 2001, we opened 12 newly developed self-storage facilities at a total cost of approximately $66,905,000 and 10 Combination Facilities at a total cost of approximately $106,004,000. In addition, we opened an industrial facility we had acquired and renovated for use in the containerized storage operations, at a total cost of approximately $9,993,000. We also completed expansions to existing self-storage facilities with a total cost of approximately $81,259,000 and acquired one self-storage facility from a third party for approximately $3,503,000 in cash. During 2001, we disposed of two facilities and a parcel of land for a total of $20,241,000, composed of $19,936,000 cash and a note receivable of $305,000. An aggregate gain of $4,091,000 was recorded on these dispositions. At December 31, 2003, the unaudited adjusted basis of real estate facilities for federal tax purposes was approximately $3.0 billion. Construction in process and land held for development ----------------------------------------------------- Construction in process consists of land and development costs relating to the development of storage facilities. At December 31, 2003, construction in process consists primarily of 13 facilities that will be developed on newly acquired land and the expansion and remodeling of 25 existing self-storage facilities. In addition, at December 31, 2003 we have five parcels of land held for development with total costs of approximately $12,236,000. 6. Investments in real estate entities At December 31, 2003, our investments in real estate entities consist of ownership interests in seven partnerships, which principally own self-storage facilities, and our ownership interest in PSB. These interests are non-controlling interests of less than 50% and are accounted for using the equity method of accounting. Accordingly, earnings are recognized based upon our ownership interest in each of the partnerships. The accounting policies of these entities are similar to the Company's. F-18 PUBLIC STORAGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 During 2003, 2002 and 2001, we recognized earnings from our investments of $24,966,000, $29,888,000, and $38,542,000, respectively, and received cash distributions totaling $17,754,000, $19,496,000, and $24,124,000, respectively. In addition, during 2003 and 2002, we recognized gains of $187,000 and $3,737,000, respectively, representing our share of PSB's gains on sale of investments in real estate; these gains are presented in "Equity in earnings from real estate entities" in our consolidated income statement. During 2003, 2002, and 2001, we invested a total of $340,000, $223,000, and $15,954,000 in the real estate entities. The following table sets forth our investments in the Unconsolidated Entities at December 31, 2003 and 2002 and our equity in earnings of real estate investments for each of the three years ended December 31, 2003:
Investments in Real Estate Equity in Earnings of Real Estate Entities Entities at December 31, for the year ended December 31, -------------------------------- ------------------------------------------- 2003 2002 2003 2002 2001 -------------- ------------ ----------- ---------- ----------- PSB (a)........................ $ 282,428 $ 273,790 $ 19,687 $ 24,461 $ 23,226 Other investments.............. 54,268 55,364 5,269 5,167 5,177 Disposed investments (b)....... - 525 10 260 10,139 -------------- ------------ ----------- ---------- ----------- Total...................... $ 336,696 $ 329,679 $ 24,966 $ 29,888 $ 38,542 ============== ============ =========== ========== ===========
(a) Included in equity in earnings for 2003 and 2002 is our pro-rata share of PSB's gain on sale of investments in real estate in the amount of $187,000 and $3,737,000, respectively. (b) Represents amounts associated with investments no longer held as of December 31, 2003. As described in Note 3, in 2002 we began consolidating the results of the Development Joint Venture and two other partnerships (the Acquired Partnerships), and as a result eliminated our respective investment in each entity. In addition, we disposed of a real estate investment during 2003, receiving net proceeds of $851,000, and recognizing a gain of $316,000 - representing the excess of the net proceeds over the book value of this investment. Investment in PS Business Parks, Inc. ("PSB") --------------------------------------------- On January 2, 1997, we reorganized our commercial property operations into an entity now known as PS Business Parks, Inc., a REIT traded on the American Stock Exchange, and an operating partnership controlled by PS Business Parks, Inc. (collectively, the REIT and the operating partnership are referred to as "PSB"). The Company and certain partnerships in which the Company has a controlling interest have a 44% common equity interest in PSB as of December 31, 2003. This 44% common equity interest is comprised of the ownership of 5,418,273 shares of common stock and 7,305,355 limited partnership units in the operating partnership; these limited partnership units are convertible at our option, subject to certain conditions, on a one-for-one basis into PSB common stock. Based upon PSB's trading price at December 31, 2003 ($41.26), the shares and units had a market value of approximately $524,977,000 as compared to a book value of $282,428,000. At December 31, 2003, PSB owned and operated approximately 18.3 million net rentable square feet of commercial space. In addition, PSB manages 960,000 net rentable square feet of commercial space owned by the Company and the Consolidated Entities pursuant to property management agreements. The following table sets forth the condensed statements of operations for each of the two years ended December 31, 2003 and 2002, and the condensed balance sheets of PSB at December 31, 2003 and 2002. The amounts below represent 100% of PSB's balances and not our pro-rata share. F-19 PUBLIC STORAGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003
For the Year Ended December 31, ---------------------------------- 2003 2002 ---------------- --------------- (Amount in thousands) For the year ended December 31, Total revenue (a).................................... $ 198,035 $ 192,363 Cost of operations and other expenses................ (62,761) (61,621) Depreciation and amortization........................ (58,927) (55,183) Discontinued operations (b).......................... 3,334 14,041 Minority interest.................................... (30,585) (32,170) ---------------- --------------- Net income......................................... $ 49,096 $ 57,430 ================ =============== At December 31, Total assets (primarily real estate)................. $ 1,358,861 $ 1,156,802 Total debt (c)....................................... 264,694 70,279 Other liabilities.................................... 35,701 36,902 Preferred equity and preferred minority interests.... 386,423 388,563 Common equity........................................ 672,043 661,058
(a) Included in total revenue are gains on sale of marketable securities totaling $2,043,000 and $41,000 for the years ended December 31, 2003 and 2002, respectively. (b) Included in discontinued operations is an impairment charge recorded on impending real estate sales totaling $5,907,000 and $900,000 for the years ended December 31, 2003 and 2002, respectively; net gains on sale of real estate facilities totaling $2,897,000 and $9,023,000 for the years ended December 31, 2003 and 2002, respectively; and equity income in discontinued property operations totaling $6,344,000 and $5,918,000 for the years ended December 31, 2003 and 2002, respectively. (c) Total debt at December 31, 2003 includes $100,000,000 due to the Company pursuant to a loan agreement. See Note 11, Related Party Transactions, below. Other Investments ----------------- The Other Investments consist primarily of an average 41% common equity ownership, which we owned throughout the three-year period ending December 31, 2003, in seven limited partnerships (collectively, the "Other Investments") owning an aggregate of 36 storage facilities. During 2003 and 2002, we acquired additional equity interests in these entities for a total of $340,000 and $223,000, respectively. The following table sets forth certain condensed financial information (representing 100% of these entities' balances and not our pro-rata share) with respect to Other Investments: 2003 2002 --------------- --------------- (Amount in thousands) For the year ended December 31, Total revenue........................ $ 26,763 $ 25,884 Cost of operations and other expenses (9,109) (8,605) Depreciation and amortization........ (2,573) (2,535) --------------- --------------- Net income....................... $ 15,081 $ 14,744 =============== =============== At December 31, Total assets (primarily storage $ 56,592 $ 56,731 facilities)...................... Total debt........................... 1,930 5,450 Other liabilities.................... 1,618 1,121 Partners' equity..................... 53,044 50,160 F-20 PUBLIC STORAGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 7. Revolving line of credit We have a $200 million revolving line of credit (the "Credit Agreement") that has a maturity date of October 31, 2004 and bears an annual interest rate ranging from the London Interbank Offered Rate ("LIBOR") plus 0.45% to LIBOR plus 1.50% depending on our credit ratings (currently 0.45%). In addition, we are required to pay a quarterly commitment fee ranging from 0.20% per annum to 0.30% per annum depending on our credit ratings (currently the fee is 0.20% per annum). At December 31, 2003, we had no borrowings on our line of credit. The Credit Agreement includes various covenants, the more significant of which requires us to (i) maintain a balance sheet leverage ratio of less than 0.50 to 1.00, (ii) maintain certain quarterly interest and fixed-charge coverage ratios (as defined) of not less than 2.50 to 1.0 and 1.75 to 1.0, respectively, and (iii) maintain a minimum total shareholders' equity (as defined). In addition, we are limited in our ability to incur additional borrowings (we are required to maintain unencumbered assets with an aggregate book value equal to or greater than two times our unsecured recourse debt). We were in compliance with all the covenants of the Credit Agreement at December 31, 2003. 8. Notes payable Notes payable at December 31, 2003 and 2002 consist of the following:
2003 2002 ----------------------- ----------------------- Carrying Carrying amount Fair value amount Fair value ---------- ----------- ---------- ---------- (Amounts in thousands) Unsecured senior notes: 7.47% note due January 2004............................. $ 14,600 $ 14,600 $ 29,300 $ 29,300 7.66% note due January 2007............................. 44,800 44,800 56,000 56,000 7.08% note due November 2003............................ - - 10,000 10,000 Mortgage notes payable: 10.55% mortgage notes secured by real estate facilities, principal and interest payable monthly, due August 2004 14,863 15,266 18,167 19,409 7.134% to 8.75% mortgage notes secured by real estate facilities, principal and interest payable monthly, due at varying dates between May 2004 and September 2028 1,767 1,767 2,400 2,400 ---------- ----------- ---------- ---------- Total notes payable.............................. $ 76,030 $ 76,433 $115,867 $117,109 ========== =========== ========== ==========
All of our notes payable are fixed rate. The senior notes require interest and principal payments to be paid semi-annually and have various restrictive covenants, all of which have been met at December 31, 2003. The 10.55% mortgage notes consist of five notes, which are cross-collateralized by 19 properties and are due to a life insurance company. Although there is a negative spread between the carrying value and the estimated fair value of the notes, the notes provide for the prepayment of principal subject to the payment of penalties, which exceed this negative spread. Accordingly, prepayment of the notes at this time would not be economically practicable (unaudited). Mortgage notes payable are secured by 21 real estate facilities having an aggregate net book value of approximately $55.5 million at December 31, 2003. F-21 PUBLIC STORAGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 At December 31, 2003, approximate principal maturities of notes payable are as follows: Unsecured Senior Notes Mortgage debt Total ------------ -------------- ---------- (dollar amounts in thousands) 2004.........................$ 25,800 $ 15,010 $ 40,810 2005......................... 11,200 156 11,356 2006......................... 11,200 170 11,370 2007......................... 11,200 185 11,385 2008......................... - 202 202 Thereafter................... - 907 907 ------------ -------------- ---------- $ 59,400 $ 16,630 $ 76,030 ============ ============== ========== Weighted average rate........ 7.6% 10.3% 8.2% ============ ============== ========== Interest paid (including interest related to the borrowings under the Credit Agreement) during 2003, 2002 and 2001 was $7,131,000, $10,322,000, and $12,219,000, respectively. In addition, in 2003, 2002 and 2001, capitalized interest totaled $6,010,000, $6,513,000, and $8,992,000, respectively, related to construction of real estate facilities. 9. Minority interest In consolidation, we classify ownership interests in the net assets of each of the Consolidated Entities, other than our own, as minority interest on the consolidated financial statements. Minority interest in income consists of the minority interests' share of the operating results of the Company relating to the consolidated operations of the Consolidated Entities. Preferred partnership interests: -------------------------------- During 2000, one of our consolidated operating partnerships issued in aggregate $365.0 million of preferred partnership units: March 17, 2000, - $240.0 million of 9.5% Series N Cumulative Redeemable Perpetual Preferred Units, March 29, 2000 - $75.0 million of 9.125% Series O Cumulative Redeemable Perpetual Preferred Units, and August 11, 2000 - $50.0 million of 8.75% Series P Cumulative Redeemable Perpetual Preferred Units. We incurred approximately $3,750,000 in costs in connection with the issuances; these costs were recorded as a reduction to Paid in Capital during 2000. The issuance of these units in 2000 had the effect of increasing minority interest by $365.0 million. For each of the years ended December 31, 2003, 2002, and 2001, the holders of these preferred units were paid in aggregate approximately $26,906,000, $26,906,000, and $31,737,000, respectively, in distributions and received an equivalent allocation of minority interest in earnings. During 2001, we repurchased all of the 8.75% Series P Cumulative Redeemable Perpetual Preferred Units and $30 million of the 9.125% Series O Cumulative Redeemable Perpetual Preferred Units. The units were repurchased at an amount equal to the original issuance price. F-22 PUBLIC STORAGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 The following table summarizes the preferred partnership units outstanding: At December 31, 2003 and 2002 -------------------------------- Distribution Units Series Rate Outstanding Carrying Amount - ------------------- ------------- ------------ -------------- (Units and dollar amounts in thousands) Series N............ 9.500% 9,600 $240,000 Series O............ 9.125% 1,800 45,000 ------------ -------------- Total............... 11,400 $285,000 ============ ============== These preferred units are not redeemable during the first 5 years, thereafter, at our option, we can call the units for redemption at the issuance amount plus any unpaid distributions. The units are not redeemable by the holder. Subject to certain conditions, the Series N preferred units are convertible into shares of 9.5% Series N Cumulative Preferred Stock, and the Series O preferred units are convertible into shares of 9.125% Series O Cumulative Preferred Stock of the Company. Other partnership interests: ---------------------------- Minority interest at December 31, 2003 and 2002, and minority interest in income for the three years ended December 31, 2003 with respect to the other partnership interests are comprised of the following:
Minority interest at Minority interest in income for the year ended ----------------------------- ------------------------------------------------- December 31, December 31, December 31, December 31, December 31, Description of Minority Interest 2003 2002 2003 2002 2001 ------------ ------------- -------------- -------------- -------------- (Amounts in thousands) Consolidated Development Joint Venture........................ $ 68,490 $ 75,432 $ 2,905 $ 2,399 $ 1,074 Convertible Partnership Units... 6,259 6,274 305 283 359 Newly consolidated partnerships . - 18,215 3,649 3,357 - Other consolidated partnerships.. 66,388 54,578 9,938 11,142 12,845 ------------ ------------- -------------- -------------- -------------- Total other partnership interests $ 141,137 $ 154,499 $ 16,797 $ 17,181 $ 14,278 ============ ============= ============== ============== ==============
The partnership agreements of the Other Consolidated Partnerships, the Consolidated Development Joint Venture, and the Newly Consolidated Partnerships included in the table above have termination dates that cannot be unilaterally extended by the Company and, upon termination of each partnership, the net assets of these entities would be liquidated and paid to the minority interests and the Company based upon their relative ownership interests. See Note 15, "Recent Accounting Pronouncements - Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity" for further discussion of the impact of recent accounting pronouncements on the accounting for these interests. Consolidated Development Joint Venture -------------------------------------- In November 1999, we formed a development joint venture (the "Consolidated Development Joint Venture") with a joint venture partner (PSAC Storage Investors, LLC) whose partners include a third party institutional investor and Mr. Hughes, to develop approximately $100 million of self-storage facilities and to purchase $100 million of the Company's Equity Stock, Series AAA (see Note 10). At December 31, 2003, the Consolidated Development Joint Venture was fully committed, having completed construction on 22 storage facilities with a total cost of $108.6 million. F-23 PUBLIC STORAGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 The Consolidated Development Joint Venture is funded solely with equity capital consisting of 51% from the Company and 49% from PSAC Storage Investors. The accounts of the Consolidated Development Joint Venture are included in the Company's consolidated financial statements. The accounts of PSAC Storage Investors are not included in the Company's consolidated financial statements, as the Company has no ownership interest in this entity. Minority interests primarily represent the total contributions received from PSAC Storage Investors combined with the accumulated net income allocated to PSAC Storage Investors, net of cumulative distributions. The amounts included in our financial statements with respect to the minority interest in the Consolidated Development Joint Venture are denoted in the tables above. The term of the Consolidated Development Joint Venture is 15 years; however, during the sixth year PSAC Storage Investors has the right to cause an early termination of the partnership. If PSAC Storage Investors exercises this right, we then have the option, but not the obligation, to acquire their interest for an amount that will allow them to receive an annual return of 10.75%. If the Company does not exercise its option to acquire PSAC Storage Investors' interest, the partnership's assets will be sold to third parties and the proceeds distributed to the Company and PSAC Storage Investors in accordance with the partnership agreement. If PSAC Storage Investors does not exercise its right to early termination during the sixth year, the partnership will be liquidated 15 years after its formation with the assets sold to third parties and the proceeds distributed to the Company and PSAC Storage Investors in accordance with the partnership agreement. PSAC Storage Investors, LLC provides Mr. Hughes with a fixed yield of approximately 8.0% per annum on his preferred non-voting interest (representing an investment of approximately $64.1 million at December 31, 2003 and 2002). In addition, Mr. Hughes receives 1% of the remaining cash flow of PSAC Storage Investors, LLC (estimated to be less than $50,000 per year). If PSAC Storage Investors, LLC does not elect to cause an early termination, Mr. Hughes' 1% interest in residual cash flow can increase to 10%. In consolidation, the Equity Stock, Series AAA owned by the joint venture and the related dividend income has been eliminated. Minority interests primarily represent the total contributions received from PSAC Storage Investors combined with the accumulated net income allocated to PSAC Storage Investors, net of cumulative distributions. Convertible Partnership Units ----------------------------- As of December 31, 2003, one of our Consolidated Entities had approximately 237,935 operating partnership units ("Convertible Units") outstanding, representing a limited partnership interest in the partnership. The Convertible Units are convertible on a one-for-one basis (subject to certain limitations) into common shares of the Company at the option of the unitholder. Minority interest in income with respect to Convertible Units reflects the Convertible Units' share of the net income of the Company, with net income allocated to minority interests with respect to weighted average outstanding Convertible Units on a per unit basis equal to diluted earnings per common share. During the years ended December 31, 2003, 2002, and 2001, no units were converted. Newly Consolidated Partnerships ------------------------------- As described in Note 3, effective January 1, 2002, we began consolidating the results of two partnerships owning 31 properties, and as a result, minority interest increased by $14,806,000 in 2002. F-24 PUBLIC STORAGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 Other Consolidated Partnerships ------------------------------- At December 31, 2003, the Other Consolidated Partnerships reflect common equity interests that the Company does not own in 25 entities owning an aggregate of 123 self-storage facilities. During 2003, we acquired through a merger all of the remaining limited partnership interest not currently owned by the Company in PS Partners IV, Ltd., a partnership, which is consolidated with the Company. The acquisition cost was approximately $23,377,000, consisting of the issuance of 426,859 shares of our common stock ($13,510,000) valued at the closing trading price of the shares at the date of the acquisition, and cash of approximately $9,867,000; this acquisition had the effect of reducing minority interest by $6,690,000, with the excess of cost over underlying book value ($16,687,000) allocated to real estate. During 2002, we acquired minority interests in the Consolidated Entities for an aggregate cash cost of $27,544,000 and issued an aggregate of 1,091,608 shares ($37,904,000) of our common stock valued at the closing trading price of the shares at the date of the acquisition; these acquisitions had the effect of reducing minority interest by $25,668,000, with the excess of cost over underlying book value ($39,780,000) allocated to real estate. In addition, during 2002, we recorded the pending sale of a partnership interest in the Consolidated Entities for an aggregate of $1,450,000. We recorded a loss on sale of the interest in the amount of $1,839,000. As a result of this pending sale, minority interest increased by $3,289,000. This sale was completed in 2003, with no additional gain or loss on sale recorded. See Note 16 "Commitments and Contingencies." During 2001, we acquired minority interests in the Consolidated Entities for an aggregate cash cost of $11,841,000; these acquisitions had the effect of reducing minority interest by $8,743,000, with the excess of cost over underlying book value ($3,098,000) to real estate. F-25 PUBLIC STORAGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 10. Shareholders' equity Cumulative Preferred Stock -------------------------- At December 31, 2003 and 2002, we had the following series of Cumulative Preferred Stock outstanding:
At December 31, 2003 At December 31, 2002 ------------------------------- ------------------------------- Earliest Redemption Dividend Shares Carrying Shares Carrying Series Date Rate Outstanding Amount Outstanding Amount - -------------------- ------------ ---------- --------------- ------------- -------------- ------------- (Dollar amount in thousands) (Dollar amount in thousands) Series B 3/31/03(a) 9.200% - $ - 2,300,000 $ 57,500 Series C 6/30/03(a) Adjustable - - 1,200,000 30,000 Series D 9/30/04 9.500% 1,200,000 30,000 1,200,000 30,000 Series E 1/31/05 10.000% 2,195,000 54,875 2,195,000 54,875 Series F 4/30/05 9.750% 2,300,000 57,500 2,300,000 57,500 Series K (b) 1/19/04(a) 8.250% - - 4,600 115,000 Series L 3/10/04(a) 8.250% 4,600 115,000 4,600 115,000 Series M 8/17/04 8.750% 2,250 56,250 2,250 56,250 Series Q 1/19/06 8.600% 6,900 172,500 6,900 172,500 Series R 9/28/06 8.000% 20,400 510,000 20,400 510,000 Series S 10/31/06 7.875% 5,750 143,750 5,750 143,750 Series T 1/18/07 7.625% 6,086 152,150 6,086 152,150 Series U 2/19/07 7.625% 6,000 150,000 6,000 150,000 Series V 9/30/07 7.500% 6,900 172,500 6,900 172,500 Series W 10/6/08 6.500% 5,300 132,500 - - Series X 11/13/08 6.450% 4,800 120,000 - - --------------- -------------- -------------- ------------- Total Cumulative Preferred Stock 5,763,986 $ 1,867,025 9,258,486 $ 1,817,025 =============== ============== ============== =============
(a) Series was redeemed on the date indicated. (b) The Series K Cumulative Preferred Stock was called for redemption in December 2003, and was redeemed in January 2004 along with the unpaid distributions from December 31, 2003 through the redemption date. Accordingly, the redemption value of $115,000,000 was classified as a liability at December 31, 2003. During 2003, we issued our Series W and Series X Cumulative Preferred Stock: Series W - issued on October 6, 2003, net proceeds of $128,126,000 and Series X - issued November 13, 2003, net proceeds of $116,020,000. During 2003, we redeemed our Series B and Series C Cumulative Preferred Stock, at par, at a total cost of $57,517,000 and $30,018,000 (including related redemption expenses), respectively. In December 2003, we called for redemption our Series K Cumulative Preferred Stock, at par. The total cost of redemption of the Series K was approximately $115,000,000, plus accrued dividends, on the redemption date, January 20, 2004. Accordingly, the $115,000,000 Series K Preferred Stock was classified as a liability at December 31, 2003. F-26 PUBLIC STORAGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 During 2002, we issued our Series T, Series U and Series V Cumulative Preferred Stock: Series T - issued on January 18, 2002, net proceeds of $145,075,000, Series U - issued on February 19, 2002, net proceeds of $145,075,000 and Series V - issued September 30, 2002, net proceeds of $166,866,000. During 2002, we redeemed our Series A and Series J Cumulative Preferred Stock, at par, at a total cost of $45,643,000 and $150,018,000 (including related redemption expenses), respectively. On August 30, 2002, in a private transaction, we exchanged an aggregate of 86,000 shares (par value of $2,150,000) of our Preferred Stock, Series B for 86 shares (representing 86,000 depositary shares with a par value of $2,150,000) of our Preferred Stock, Series T. In 2004 (unaudited), we issued Series Y and Series Z Cumulative Preferred Stock: On January 2, 2004, in a private transaction, we sold 1,600,000 shares (par value of $40,000,000) of our Preferred Stock, Series Y, priced at 6.850%; and on March 5, 2004, 4,500,000 depositary shares, with each depositary share representing 1/1,000 of a share of 6.250% Cumulative Preferred Stock, Series Z (par value $112,500,000). We also called for redemption all outstanding shares of our 8.25% Cumulative Preferred Stock, Series L at a redemption price of $25 per share for a total of $57,500,000, plus accrued dividends as of March 10, 2004 (unaudited). The Series B through Series Z (collectively the "Cumulative Senior Preferred Stock") have general preference rights with respect to liquidation and quarterly distributions. Holders of the preferred stock, except under certain conditions and as noted below, will not be entitled to vote on most matters. In the event of a cumulative arrearage equal to six quarterly dividends or failure to maintain a Debt Ratio (as defined) of 50% or less, holders of all outstanding series of preferred stock (voting as a single class without regard to series) will have the right to elect two additional members to serve on the Company's Board of Directors until events of default have been cured. At December 31, 2003, there were no dividends in arrears and the Debt Ratio was 1.2%. Upon issuance of our Preferred Stock, we classify the liquidation value as preferred stock, with any issuance costs recorded as a reduction in Paid-in capital. Except under certain conditions relating to the Company's qualification as a REIT, the Senior Preferred Stock is not redeemable prior to the following dates: Series D - September 30, 2004, Series E - January 31, 2005, Series F - April 30, 2005, Series L - March 10, 2004, Series M - August 17, 2004, Series Q - January 19, 2006, Series R - September 28, 2006, Series S - October 31, 2006, Series T - January 18, 2007, Series U - February 19, 2007, Series V - September 30, 2007, Series W - October 6, 2008, Series X - November 13, 2008, Series Y - January 2, 2009, Series Z - March 5, 2009. On or after the respective dates, each of the series of Cumulative Senior Preferred Stock will be redeemable, at the option of the Company, in whole or in part, at $25 per share (or depositary share in the case of the Series L through Series X and Series Z), plus accrued and unpaid dividends. F-27 PUBLIC STORAGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 Common Stock During 2003, 2002 and 2001, we issued and repurchased shares of our common stock as follows:
2003 2002 2001 ------------------------ ------------------------- ------------------------ (Dollar amount in thousands) Shares Amount Shares Amount Shares Amount ---------- ----------- ----------- ----------- ----------- ----------- Exercise of stock options........... 2,743,420 $ 68,088 948,932 $ 23,333 704,901 $ 15,857 Acquisition of minority interests 426,859 13,510 1,091,608 37,904 - - Business Combinations (Note 3)... - - - - 1,138,733 30,814 Conversion of Class B Common Stock 7,000,000 700 - - - - Repurchases of common stock (a).. (175,000) (6,001) (11,000) (381) (10,585,593) (276,861) ---------- ----------- ----------- ----------- ----------- ----------- 9,995,279 $76,297 2,029,540 $ 60,856 (8,741,959) $ (230,190) ========== =========== =========== =========== =========== ===========
(a) Includes 10,000 shares purchased in January 2001 from a corporation wholly-owned by a director of the Company for an aggregate of $251,875 cash. Includes 2,619,893 shares purchased in March 2001 from a limited liability company of which a director of the Company is a controlling member for an aggregate of $68,064,820 in cash. In each transaction, the purchase price approximated market value as of the date of each transaction. At December 31, 2003, entities consolidated with the Company owned 723,732 common shares of the Company. These shares continue to be legally issued and outstanding. In the consolidation process, these shares and the related balance sheet amounts have been eliminated. In addition, these shares are not included in the computation of weighted average shares outstanding. The following chart reconciles the Company's legally issued and outstanding shares of common stock and the reported outstanding shares of common stock at December 31, 2003 and December 31, 2002:
At December 31, At December 31, Reconciliation of Common Shares Outstanding 2003 2002 - ------------------------------------------- --------------- ---------------- Legally issued and outstanding shares....... 127,710,466 117,540,187 Less - Shares owned by the Consolidated Entities that are eliminated in (723,732) (548,732) consolidation........................... ---------------- ---------------- Reported issued and outstanding shares...... 126,986,734 116,991,455 ================ ================
As previously announced, the Board of Directors authorized the repurchase from time to time of up to 10,000,000 shares of the Company's common stock on the open market or in privately negotiated transactions. On March 4, 2000, the Board of Directors increased the authorized number of shares that the Company could repurchase to 15,000,000. On March 15, 2001, the Board of Directors increased the authorized number of shares the Company could repurchase to 20,000,000. During 2001, the Board of Directors increased the authorized number of shares the Company could repurchase to 25,000,000. Cumulatively through December 31, 2003, we repurchased a total of 21,672,020 shares of common stock at an aggregate cost of approximately $541,863,000. During 2001, we entered into an arrangement with a financial institution whereby we sold to the institution the right to require us to purchase from the institution (or, at our option, pay in cash or common stock the differential between the market price and $26.26 per share) up to 1,000,000 shares of our common stock at a price of $26.26 on certain dates in September 2001 and October 2001. In exchange for this right, the financial institution paid us $910,000, the amount of which was reflected as an increase to our paid-in capital. The right expired without being exercised. F-28 PUBLIC STORAGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 At December 31, 2003, we had 7,548,494 shares of common stock reserved in connection with the Company's stock option plans Note 12 and 237,935 shares reserved for the conversion of Convertible Units. Class B Common Stock -------------------- The 7,000,000 shares of Class B Common Stock were converted into 7,000,000 shares of Common Stock on January 1, 2003. During 2002 and 2001, the Class B Common Stock participated in distributions at 97% of the per share distributions on the Common Stock, which were subject to the condition (which was met) that cumulative distributions of at least $0.22 per quarter per share had been paid on the Common Stock. The Class B Common Stock could not participate in liquidating distributions, and Class B shareholders were not entitled to vote (except as expressly required by California law). Equity Stock ------------ The Company is authorized to issue up to 200,000,000 shares of Equity Stock. The Articles of Incorporation provide that the Equity Stock may be issued from time to time in one or more series and gives the Board of Directors broad authority to fix the dividend and distribution rights, conversion and voting rights, redemption provisions and liquidation rights of each series of Equity Stock. Equity Stock, Series A ---------------------- As of December 31, 2003, there were 8,776,102 depositary shares, each representing 1/1,000 of a share, of Equity Stock, Series A outstanding. The following table summarizes the activity:
2003 2002 2001 ------------------------- ------------------------- ------------------------- Depositary Issuance Depositary Issuance Depositary Issuance Shares Amount Shares Amount Shares Amount ------------ ---------- ------------- ---------- ----------- ------------ (Dollar amounts in thousands) Amount at beginning of year................ 8,776,102 $ 188,174 8,776,102 $ 188,174 5,635,602 $ 113,354 Public offerings...... - - - - 2,210,500 51,836 Direct placements..... - - - - 930,000 22,984 ------------ ---------- ------------- ---------- ----------- ------------ Amount at end of year. 8,776,102 $ 188,174 8,776,102 $ 188,174 8,776,102 $ 188,174 ============ ========== ============= ========== =========== ============
The issuance amounts have been recorded as part of paid-in capital on the consolidated balance sheet. The Equity Stock, Series A ranks on parity with our common stock and junior to the Cumulative Preferred Stock with respect to general preference rights and has a liquidation amount that 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 stock 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. On or after March 31, 2010, we may, at our option, redeem the depositary shares at $24.50 per depositary share. If the Company fails to preserve its federal income tax status as a REIT, each depositary share will be convertible into 0.956 shares of our common stock. The depositary shares are otherwise not convertible into common stock. Holders of depositary shares vote as a single class with our holders of common stock 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 if no distributions are paid to common shareholders. F-29 PUBLIC STORAGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 Equity Stock, Series AA ----------------------- In June 1997, we contributed $22,500,000 (225,000 shares) of equity stock, now designated as Equity Stock, Series AA (Equity Stock AA") to a partnership in which we are the general partner. The Company has a controlling interest in the partnership and therefore consolidates the accounts of the partnership. As a result, the Equity Stock AA is eliminated in consolidation. The Equity Stock AA ranks on a parity with our common stock and junior to the Cumulative Preferred Stock with respect to general preference rights and has a liquidation amount of ten times the amount paid to each common share up to a maximum of $100 per share. Quarterly distributions per share on the Equity Stock AA are equal to the lesser of (i) 10 times the amount paid per share of Common Stock or (ii) $2.20. We have no obligation to pay distributions on these shares if no distributions are paid to common shareholders. If the Company determines that it is necessary to maintain its status as a Real Estate Investment Trust, subject to certain limitations it may cause the redemption of shares of Equity Stock, Series AA at a price of $100 per share. The shares are not otherwise redeemable or convertible into shares of any other class or series of the Company's capital stock. Other than as required by law, the Equity Stock, Series AA has no voting rights. Equity Stock, Series AAA ------------------------ In November 1999, we sold $100,000,000 (4,289,544 shares) of Equity Stock, Series AAA ("Equity Stock AAA") to a newly formed joint venture. We control the joint venture and consolidate the accounts of the joint venture, and accordingly the Equity Stock AAA is eliminated in consolidation. The Equity Stock AAA ranks on a parity with our common stock and junior to the Cumulative Preferred Stock (as defined below) 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 on these shares if no distributions are paid to common stockholders. Upon liquidation of the Consolidated Development Joint Venture, at the Company's option either a) each share of Equity Stock, Series AAA shall convert into 1.2 shares of our common stock or b) the Company can redeem the Equity Stock, Series AAA at a per share amount equal to 120% of the market price of our common stock. In addition, if the Company determines that it is necessary to maintain its status as a Real Estate Investment Trust, subject to certain limitations it may cause the redemption of shares of Equity Stock, Series AAA at a per share amount equal to 120% of the market price of our common stock. The shares are not otherwise redeemable or convertible into shares of any other class or series of the Company's capital stock. Other than as required by law, the Equity Stock, Series AAA has no voting rights. Dividends --------- The unaudited characterization of dividends for Federal income tax purposes is made based upon earnings and profits of the Company, as defined by the Internal Revenue Code. For the tax year ended December 31, 2003, distributions for the common stock, Equity Stock, Series A, and all the various series of preferred stocks were classified as follows:
2003 (unaudited) ----------------------------------------------------------------------------- 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter ----------------- --------------- ------------- ----------------- Ordinary Income 99.72% 99.26% 99.98% 100.00% Pre-May 6th Long-Term Gain 0.28% 0.74% 0.02% 0.00% ----------------- --------------- ------------- ----------------- Total 100.00% 100.00% 100.00% 100.0% ================= =============== ============= =================
F-30 PUBLIC STORAGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 A percentage of the long-term capital gain is unrecaptured section 1250 gain for the first, second and third quarters of 2003 as follows:
2003 Percentage of Total Long-Term Capital Gain Distribution ----------------------------------------------------------------------- 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter ---------------- ----------------- ----------------- ------------------ Unrecaptured Section 1250 Gain 57.33% 96.36% 100.00% 0.00% ================ ================= ================= ==================
For corporate shareholders a portion of the total long-term capital gain is required to be recaptured as ordinary income. For the first, second and third quarters of 2003 the percentages are as follows:
2003 Percentage of Total Long-Term Capital Gain Distribution ----------------------------------------------------------------------- 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter ---------------- ----------------- ----------------- ------------------ IRCss.291 Recapture 11.47% 19.27% 20.00% 0.00% ================ ================= ================= ==================
The following table summarizes dividends for the years ended December 31, 2003, 2002 and 2001:
2003 2002 2001 -------------------- ------------------ --------------------- Per share Total Per share Total Per share Total ---------- ---------- ---------- ------- ---------- -------- (in thousands, except per share data) Cumulative Preferred Stock - -------------------------- Series A $ - $ - $1.875 $3,422 $2.500 $4,563 Series B $0.575 1,322 $2.343 5,389 $2.300 5,488 Series C $0.844 1,013 $1.688 2,024 $1.688 2,024 Series D $2.375 2,850 $2.375 2,850 $2.375 2,850 Series E $2.500 5,488 $2.500 5,488 $2.500 5,488 Series F $2.437 5,606 $2.437 5,606 $2.437 5,606 Series G - - - - $1.664 11,482 Series H - - - - $1.608 10,853 Series I - - - - $1.869 7,475 Series J - - $1.533 9,200 $2.000 12,000 Series K $2.063 9,488 $2.063 9,488 $2.063 9,488 Series L $2.063 9,488 $2.063 9,488 $2.063 9,488 Series M $2.188 4,922 $2.188 4,922 $2.188 4,922 Series Q $2.150 14,835 $2.150 14,835 $2.048 14,134 Series R $2.000 40,800 $2.000 40,800 $0.500 10,200 Series S $1.969 11,320 $1.969 11,320 $0.334 1,918 Series T $1.906 11,601 $1.809 11,011 - - Series U $1.906 11,438 $1.641 9,849 - - Series V $1.875 12,938 $0.469 3,234 - - Series W $0.388 2,057 - - - - Series X $0.215 1,030 - - - - ---------- ---------- ---------- ------- ---------- -------- 146,196 148,926 117,979 Common Stock - ------------ Common Stock $1.800 225,864 $1.800 209,077 $1.690 193,121 Equity Stock, Series A $2.450 21,501 $2.450 21,501 $2.450 19,455 Class B Common Stock - - $1.746 12,222 $1.639 11,475 ---------- --------- --------- Total Distributions $393,561 $391,726 $342,030 ========== ========= =========
F-31 PUBLIC STORAGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 11. Related Party Transactions Relationships and transactions with the Hughes Family ----------------------------------------------------- B. Wayne Hughes, Chairman of the Board, and his family (the "Hughes Family") have ownership interests in, and operate, approximately 38 self-storage facilities in Canada under the name "Public Storage," pursuant to a license agreement with the Company. We currently do not own any interests in these facilities nor do we own any facilities in Canada. The Hughes Family owns approximately 36% of our common stock outstanding at December 31, 2003. We have a right of first refusal to acquire the stock or assets of the corporation engaged in the operation of the 38 self-storage facilities in Canada if the Hughes family or the corporation agrees to sell them. However, we have no interest in the operations of this corporation, have no right to acquire this 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. Our personnel have been engaged in the supervision and the operation of these 38 self-storage facilities and currently provide certain administrative services for the Canadian owners, and certain other services, primarily tax services, with respect to certain other Hughes Family interests. The Hughes Family and the Canadian owners reimbursed us at cost for these services (U.S. $542,499 and $638,000 in respect of the Canadian operations for 2003 and 2002, respectively, and U.S. $151,063 and $167,930 for other services during 2003 and 2002, respectively). There may be conflicts of interest in allocating the time of our personnel between our properties, the Canadian properties, and certain other Hughes Family interests. The sharing of personnel and systems with the Canadian entities was substantially discontinued by December 31, 2003. On December 31, 2001, the Company purchased all of the capital stock of PS Insurance Company from B. Wayne Hughes, who is Chairman, and at the time was chief executive officer of the Company, and members of his family. This acquisition is discussed more fully in Note 3. In November 1999, we formed the Consolidated Development Joint Venture with a joint venture partner whose partners include an institutional investor and Mr. Hughes. This transaction is discussed more fully in Note 9. On December 31, 2001, the Company acquired equity interests in the Consolidated Entities from Mr. Hughes for a cash price of $786,770, a price representing the Hughes family's original cost in these equity interests. This amount is included in the acquisition of minority interests described as the "Other consolidated partnerships" in Note 9. Other Related Party Transactions -------------------------------- Ronald L. Havner, Jr. is our vice-chairman and chief executive officer, and he is chairman of the board of PSB. Until August 2003, Mr. Havner was also the Chief Executive Officer of PSB. For 2003 services, Mr. Havner was compensated by PSB, as well as by the Company. In January 2001, the Company repurchased 10,000 shares of common stock from a corporation wholly-owned by a director of the Company for an aggregate of $251,875 cash. In March 2001, the Company repurchased 2,619,893 shares of common stock from a limited liability company of which a director of the Company was at the time of the transaction a controlling member for an aggregate of $68,064,820 cash. In each transaction, the purchase price approximated market value as of the date of each transaction. F-32 PUBLIC STORAGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 In December 2003, the Company loaned $100,000,000 to PSB. This loan bore interest at the rate of 1.45% per year. This loan, which was fully repaid on March 8, 2004, was included in Notes Receivable at December 31, 2003. Also, in December 2001, the Company loaned $35,000,000 to PSB. This loan bore interest at the rate of 3.25% per year. This loan was repaid in full on January 28, 2002. In June 2002, we sold an undeveloped parcel of land at cost to PSB for an aggregate of $1,100,000 cash. PSB manages certain of the commercial facilities owned by the Company pursuant to management agreements for a management fee equal to 5% of revenues. The Company paid a total of $581,000, $578,000, and $642,000, respectively, in 2003, 2002 and 2001 in management fees with respect to PSB's property management services. 12. Stock-based compensation Stock Options ------------- The Company has a 1990 Stock Option Plan (the "1990 Plan") that provides for the grant of non-qualified stock options. The Company has a 1994 Stock Option Plan (the "1994 Plan"), a 1996 Stock Option and Incentive Plan (the "1996 Plan") and a 2000 Non-Executive/Non-Director Stock Option and Incentive Plan (the "2000 Plan"), each of which provides for the grant of non-qualified options and incentive stock options. (The 1990 Plan, the 1994 Plan, the 1996 Plan and the 2000 Plan are collectively referred to as the "PSI Plans"). Under the PSI Plans, the Company has granted non-qualified options to certain directors, officers and key employees to purchase shares of the Company's common stock at a price equal to the fair market value of the common stock at the date of grant. Generally, options under the Plans vest over a three-year period from the date of grant at the rate of one-third per year and expire (i) under the 1990 Plan, five years after the date they became exercisable and (ii) under the 1994 Plan, the 1996 Plan and the 2000 Plan, ten years after the date of grant. The 1996 Plan and the 2000 Plan also provide for the grant of restricted stock to officers, key employees and service providers on terms determined by an authorized committee of the Board of Directors; no shares of restricted stock have been granted. In connection with the Storage Trust merger in March 1999, we assumed the outstanding non-qualified options under the Storage Trust Realty 1994 Share Incentive Plan (the "Storage Trust Plan"), which were converted into non-qualified options to purchase our common stock (the PSI Plans and the Storage Trust Plan are collectively referred to as the "Plans.") Information with respect to the Plans during 2003, 2002 and 2001 is as follows:
2003 2002 2001 -------------------------- ------------------------- -------------------------- Number Average Number Average Number Average of Price per of Price per of Price per Options Share Options Share Options Share ----------- ---------- ------------ ----------- ------------ ---------- Options outstanding January 1 5,939,224 $25.79 6,677,334 $24.81 6,412,576 $23.65 Granted 272,500 34.50 792,000 33.20 1,776,500 27.93 Exercised (2,743,420) 24.85 (948,932) 24.59 (704,901) 22.50 Canceled (379,686) 28.33 (581,178) 26.61 (806,841) 24.51 ----------- ---------- ------------ ----------- ------------ ---------- Options outstanding December 31 3,088,618 $27.14 5,939,224 $25.79 6,677,334 $24.81 ========== =========== ========== $14.88 $14.88 $14.88 Option price range at December 31 (a) to $39.23 to $37.40 to $34.68 Option excercisable at December 31 2,305,868 $25.24 3,666,641 $24.46 2,618,889 $24.14 =========== ========== ============ ========== ============ ========== Options available for grant at December 31 4,459,876 4,352,690 4,563,512 =========== ============ ============
(a) Approximately 2,159,944, 5,059,000, and 6,532,334 of options outstanding at December 31, 2003, 2002 and 2001, had exercise prices less than $30. F-33 PUBLIC STORAGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 Accounting principles generally accepted in the United States permit, but do not require, companies to recognize compensation expense for stock-based awards based on their fair value at date of grant, which is then amortized as compensation expense over the vesting period (the "Fair Value Method"). Companies can also elect to disclose, but not recognize as an expense, stock option expense when stock options are granted to employees at an exercise price equal to the market price at the date of grant (the "APB 25 Method"). For periods prior to December 31, 2001, we utilized the APB 25 Method of accounting for employee stock options. As of January 1, 2002, we adopted the Fair Value Method, and have elected to use the prospective method of transition, whereby the Company applies the recognition provisions of the Fair Value Method to all stock options granted after the beginning of the fiscal year in which the Company adopts such method. Accordingly, we recognize compensation expense in our income statement using the Fair Value Method only with respect to stock options issued after January 1, 2002. The following table sets forth financial disclosures with respect to the accounting for stock options:
For the years ended December 31, ---------------------------------------------------- Selected information with respect to employee stock options 2003 2002 2001 ------------ ----------- ---------- Average estimated value per option granted, utilizing the Black-Scholes method.............................................. $1.95 $1.86 $1.48 Assumptions used in valuing options with the Black-Scholes method: Expected life of options in years............................. 5 5 5 Risk-free interest rate....................................... 3.0% 3.2% 4.1% Expected volatility........................................... 0.180 0.170 0.155 Expected dividend yield....................................... 7.0% 7.0% 7.0% Net income information with respect to each year Net income, as reported........................................... $336,653 $318,738 $324,208 Add back: stock-based employee compensation expense included in net income......................................................... 530 163 - Less: stock-based employee compensation cost that would have been included if the fair value method were applied for all awards.. (3,311) (3,595) (4,176) ------------ ----------- ---------- Net income, assuming consistent application of the fair value method $333,872 $315,306 $320,032 ============ =========== ========== Earnings per share, as reported: Basic ......................................................... $1.29 $1.15 $1.41 Diluted........................................................ $1.28 $1.14 $1.39 Earnings per share, assuming consistent application of the fair value method Basic ......................................................... $1.27 $1.12 $1.37 Diluted........................................................ $1.26 $1.11 $1.36
F-34 PUBLIC STORAGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 Restricted Stock Units ---------------------- Restricted stock units vest over a five-year period from the date of grant at the rate of one-fifth per year. The employee is entitled to receive per-unit dividends on the outstanding restricted stock units equal to the per-share dividends received by the common shares. Upon vesting, the employee receives either regular common shares equal to the number of vested restricted stock units in exchange for the units or, at the employee's option, the equivalent in cash. The total value of each restricted stock unit grant, based upon the market price of the Company's common stock at the date of grant, combined with the estimated payroll taxes and other payroll burden costs to be incurred upon vesting, is amortized over the vesting period as compensation expense and accrued as a liability. Any changes in the market price of the Company's common stock price are reflected prospectively as adjustments to compensation expense with respect to unvested restricted stock units over the applicable remaining service period. Dividends paid on restricted stock units are accounted for as dividends on common stock. Outstanding restricted stock units are included on a one-for-one basis in the Company's diluted weighted average shares, less a reduction for the treasury stock method applied to the average cumulative measured but unrecognized compensation expense during the period. Throughout 2003, the Company granted a total of 249,000 restricted stock units to employees of the Company. The fair market value of the grant was approximately $10,804,000 based upon a closing price of $43.39 per common share on December 31, 2003. A total of $970,000 in restricted stock expense was recorded in the year ended December 31, 2003, representing the applicable amortization of the 249,000 unit grant. 13. Disclosures regarding segment reporting Description of each reportable segment -------------------------------------- Our reportable segments reflect significant operating activities that are evaluated separately by management. We have four reportable segments: self-storage operations, containerized storage operations, commercial property operations, and tenant reinsurance operations. The self-storage segment comprises the direct ownership, development, and operation of traditional storage facilities, and the ownership of equity interests in entities that own storage properties. The containerized storage operations represent another segment. The commercial property segment reflects our interest in the ownership, operation, and management of commercial properties. The vast majority of the commercial property operations are conducted through PSB, and to a much lesser extent the Company and certain of its unconsolidated subsidiaries own commercial space, managed by PSB, within facilities that combine storage and commercial space for rent. The tenant reinsurance segment reflects the operations of PS Insurance Company, which reinsures policies against losses to goods stored by tenants in our self-storage facilities Measurement of segment profit or loss ------------------------------------- We evaluate performance and allocate resources based upon the net segment income of each segment. Net segment income represents net income in conformity with accounting principles generally accepted in the United States and our significant accounting policies as denoted in Note 2, before interest and other income, interest expense, corporate general and administrative expense, and minority interest in income. The accounting policies of the reportable segments are the same as those described in the Summary of Significant Accounting Policies. Interest and other income, interest expense, corporate general and administrative expense, minority interest in income and gains and losses are not allocated to segments because management does not utilize them to evaluate the results of operations of each segment. F-35 PUBLIC STORAGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 Measurement of segment assets ----------------------------- No segment data relative to assets or liabilities is presented, because management does not consider the historical cost of the Company's real estate facilities and investments in real estate entities in evaluating the performance of operating management or in evaluating alternative courses of action. The only other types of assets that might be allocated to individual segments are trade receivables, payables, and other assets that arise in the ordinary course of business, but they are also not a significant factor in the measurement of segment performance. Presentation of segment information ----------------------------------- Our income statement provides most of the information required in order to determine the performance of each of the Company's three segments. The following tables reconcile the performance of each segment, in terms of segment revenues and segment income, to our consolidated revenues and net income. It further provides detail of the segment components of the income statement item, "Equity in earnings of real estate entities." The following table reconciles revenue by segment to the Company's consolidated revenues:
Reconciliation of Revenues by Segment Years Ended December 31, Years Ended December 31, - ------------------------------------- -------------------------------------------- --------------------------------------------- 2003 2002 Change 2002 2001 Change ------------ ------------- ------------- ------------- ------------ ------------- (amounts in thousands) Self-storage facility rentals....... $ 798,584 $ 761,446 $ 37,138 $ 761,446 $ 719,765 $ 41,681 Commercial property rentals......... 11,442 11,781 (339) 11,781 12,070 (289) Containerized storage rentals....... 33,953 29,723 4,230 29,723 28,474 1,249 Tenant re-insurance premiums........ 22,464 19,947 2,517 19,947 - 19,947 Interest and other income (not allocated to segments)............ 8,628 8,661 (33) 8,661 14,225 (5,564) ------------ ------------- ------------- ------------- ------------ ------------- Total revenues.................. $ 875,071 $ 831,558 $ 43,513 $ 831,558 $ 774,534 $ 57,024 ============ ============= ============= ============= ============ =============
F-36 PUBLIC STORAGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 The following table sets forth a reconciliation of each segment's net income to the Company's consolidated net income:
Year Ended December 31, Year Ended December 31, ------------------------------------- --------------------------------------- 2003 2002 Change 2002 2001 Change -------------- ----------- --------- -------------- ----------- ----------- (Dollar amounts in thousands) Reconciliation of Net Income by Segment: Self-storage Self-storage net operating income......... $517,679 $511,231 $6,448 $511,231 $491,323 $19,908 Self-storage depreciation................. (176,929) (170,887) (6,042) (170,887) (157,953) (12,934) Equity in earnings - storage property operations............................. 6,288 5,992 296 5,992 22,047 (16,055) Equity in earnings - depreciation (self-storage) ........................ (1,705) (1,619) (86) (1,619) (7,562) 5,943 Discontinued self-storage operations...... 6,014 571 5,443 571 605 (34) -------------- ----------- --------- -------------- ----------- ----------- Total self-storage segment net income. 351,347 345,288 6,059 345,288 348,460 (3,172) -------------- ----------- --------- -------------- ----------- ----------- Commercial properties Commercial properties..................... 6,754 7,319 (565) 7,319 8,209 (890) Depreciation and amortization - commercial properties............................. (2,535) (2,544) 9 (2,544) (2,569) 25 Equity in earnings - commercial property operations............................. 64,242 65,212 (970) 65,212 52,200 13,012 Equity in earnings - depreciation (commercial properties) ............... (26,048) (25,459) (589) (25,459) (17,534) (7,925) Discontinued operations (Note 4) ......... - 77 (77) 77 233 (156) -------------- ----------- --------- -------------- ----------- ----------- Total commercial property segment net income............................... 42,413 44,605 (2,192) 44,605 40,539 4,066 -------------- ----------- --------- -------------- ----------- ----------- Containerized storage Containerized storage net operating income 13,035 6,667 6,368 6,667 3,533 3,134 Containerized storage depreciation........ (6,311) (4,547) (1,764) (4,547) (4,392) (155) Discontinued operations (Note 4) ......... (4,181) (12,178) 7,997 (12,178) (1,359) (10,819) -------------- ----------- --------- -------------- ----------- ----------- Total containerized storage segment net income/(loss).................. 2,543 (10,058) 12,601 (10,058) (2,218) (7,840) -------------- ----------- --------- -------------- ----------- ----------- Tenant Reinsurance Tenant reinsurance operating income.... 10,477 10,536 (59) 10,536 - 10,536 -------------- ----------- --------- -------------- ----------- ----------- Other items not allocated to segments ------------------------------------- Equity in earnings - general and administrative and other............... (17,811) (14,238) (3,573) (14,238) (10,609) (3,629) Interest and other income................. 8,628 8,661 (33) 8,661 14,225 (5,564) General and administrative ............... (17,127) (15,619) (1,508) (15,619) (21,038) 5,419 Interest expense.......................... (1,121) (3,809) 2,688 (3,809) (3,227) (582) Minority interest in income .............. (43,703) (44,087) 384 (44,087) (46,015) 1,928 Gain/(loss) on disposition of real estate. 1,007 (2,541) 3,548 (2,541) 4,091 (6,632) -------------- ----------- --------- -------------- ----------- ----------- Total other items not allocated to segments (70,127) (71,633) 1,506 (71,633) (62,573) (9,060) -------------- ----------- --------- -------------- ----------- ----------- Total consolidated company net income $336,653 $318,738 $17,915 $318,738 $324,208 $ (5,470) ============== =========== ========= ============== =========== ===========
F-37 PUBLIC STORAGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 14. Events subsequent to December 31, 2003 (unaudited) On January 30, 2004, we called for redemption all of the outstanding shares of our 8.25% Cumulative Preferred Stock, Series L, at $25 per share plus accrued dividends. The redemption was completed on March 10, 2004. On January 2, 2004, we issued in a private transaction 1,600,000 shares of our 6.850% Cumulative Preferred Stock, Series Y (par value $40,000,000) On March 5, 2004, we issued 4,500,000 depositary shares, each representing 1/1,000 of a share of our 6.250% Cumulative Preferred Stock, Series Z (par value ($112,500,000). On January 1, 2004, we entered into a joint venture with an institutional investor for the purpose of acquiring up to $125.0 million of existing self-storage properties in the United States from third parties. The venture will be funded entirely with equity consisting of 30% from the Company and 70% from the institutional investor. The venture has a nine-month investment period (through September 2004) to identify and acquire facilities. Through March 11, 2004, no facilities have been acquired by the venture. 15. Recent accounting pronouncements and guidance Accounting for Certain Financial Instruments with Characteristics of Both ---------------------------------------------------------------------------- Liabilities and Equity ---------------------- In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150 - "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity" ("SFAS 150"). This statement prescribes reporting standards for financial instruments that have characteristics of both liabilities and equity. This standard generally indicates that certain financial instruments that give the issuer a choice of settling an obligation with a variable number of securities or settling an obligation with a transfer of assets, any mandatory redeemable security, and certain put options and forward purchase contracts, should be classified as a liability on the balance sheet. With the exception of minority interests, described below, we implemented this Statement on July 1, 2003, and the adoption had no impact on our financial statements. The provisions of SFAS 150 indicate certain minority interests in consolidated entities are to be classified as liabilities at fair value. However, on October 29, 2003, the FASB decided to defer indefinitely the implementation of SFAS 150 as it relates to these minority interests. Assuming the FASB had not deferred the implementation of SFAS 150 as it relates to minority interests, the impact on the Company's balance sheet at December 31, 2003 would have been to reclassify the Company's minority interests described in Note 9 as the "Consolidated Development Joint Venture and the "Other Consolidated Partnerships", as liabilities at their estimated fair value. Such adoption would reduce the Company's common minority interest by $134,878,000, and increase liabilities by $317,763,000, representing the estimated settlement value of these minority interests at December 31, 2003. FASB Interpretation No. 46 - Consolidation of Variable Interest Entities ------------------------------------------------------------------------ In January 2003, the Financial Accounting Standards Board issued FASB Interpretation No. 46 - "Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletin No. 51." This interpretation explains how to identify variable interest entities and how an enterprise assesses its interests in a variable interest entity to decide whether to consolidate that entity. In general, a variable interest entity is a corporation, partnership, trust, or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights, or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. This statement is applicable at the beginning of the Company's quarter ended March 31, 2004. We do not believe that adoption of this accounting standard will have an impact on our financial statements. F-38 PUBLIC STORAGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 16. Commitments and Contingencies LEGAL PROCEEDINGS Serrao v. Public Storage, Inc. (filed April 2003) (Superior Court - Orange ---------------------------------------------------------------------------- County) ------- The plaintiff in this case filed a suit against the Company on behalf of a putative class of renters who rented self-storage units from the Company. Plaintiff alleges that the Company misrepresented the size of its storage units, has brought claims under California statutory and common law relating to consumer protection, fraud, unfair competition, and negligent misrepresentation, and is seeking monetary damages, restitution, and declaratory and injunctive relief. The claim in this case is substantially similar to those in Henriquez v. Public Storage, Inc., which was disclosed in prior reports. In January 2003, the plaintiff caused the Henriquez action to be dismissed. Based upon the uncertainty inherent in any putative class action, the Company cannot presently determine the potential damages, if any, or the ultimate outcome of this litigation. On November 3, 2003, the court granted the Company's motion to strike the plaintiff's nationwide class allegations and to limit any putative class to California residents only. The Company is vigorously contesting the claims upon which this lawsuit is based including class certification efforts. Salaam, et al v. Public Storage, Inc. (filed February 2000) (Superior Court ---------------------------------------------------------------------------- - Los Angeles County) --------------------- The plaintiffs in this case are suing the Company on behalf of a putative class of California resident property managers who claim that they were not compensated for all the hours they worked. The named plaintiffs have indicated that their claims total less than $20,000 in aggregate. On December 1, 2003, the California Court of Appeals affirmed the Supreme Court's 2002 denial of plaintiff's motion for class certification. The maximum potential liability cannot be estimated, but can only be increased if claims are permitted to be brought on behalf of others under the California Unfair Business Practices Act. The affirmation of denial of class certification does not address the claim under the California Unfair Business Practices Act. The Company is continuing to vigorously contest the claims in this case and intends to resist any expansion beyond the named plaintiffs, including by opposing claims on behalf of others under the California Unfair Business Practices Act. The Company cannot presently determine the potential damages, if any, or the ultimate outcome of this litigation. Gustavson et al. v. Public Storage, Inc. (filed June 2003) (Superior ---------------------------------------------------------------------------- Court-Los Angeles County) -------------------------- In November 2002, a shareholder of the Company made a demand on the Board of Directors that challenged the fairness of the Company's acquisition of PS Insurance Company, Ltd. ("PSIC") and demanded that the Board recover the profits earned by PSIC from November 1995 through December 2001 and that the entire purchase price paid by the Company for PSIC in excess of PSIC's net assets be returned to the Company. The contract to acquire PSIC was approved by the independent directors of the Company in March 2001, and the transaction was closed in December 2001. PSIC was formerly owned by B. Wayne Hughes, currently the Chairman of the Board (and in 2001 also the Chief Executive Officer) of the Company, B. Wayne Hughes, Jr., currently a director (and in 2001 also an officer) of the Company and Tamara H. Gustavson, who in 2001 was an officer of the Company. In exchange for the Hughes family's shares in PSIC, the Company issued to them 1,439,765 shares of common stock (or a net of 1,138,733 shares, after taking into account 301,032 shares held by PSIC). F-39 PUBLIC STORAGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 The shareholder has threatened litigation against the Hughes family and the directors of the Company arising out of this transaction and alleged a pattern of deceptive disclosures with respect to PSIC since 1995. In December 2002, the Board held a special meeting to authorize an inquiry by its independent directors to review the fairness to the Company's shareholders of its acquisition of PSIC and the ability of the Company to have started its own tenant reinsurance business in 1995. The Company believes that, prior to the effectiveness in 2001 of the federal REIT Modernization Act and corresponding California legislation that authorized the creation and ownership of "taxable REIT subsidiaries," the ownership by the Company of a reinsurance business relating to its tenants would have jeopardized the Company's status as a REIT and that other REITs faced similar concerns about tenant insurance programs. In June 2003, the Hughes family filed a complaint for declaratory relief relating to the Company's acquisition of PSIC naming the Company as defendant. The Hughes family is seeking that the court make (i) a binding declaration that the Company either is not entitled to recover profits or other moneys earned by PSIC from November 1995 through December 2001; or alternatively the amounts that the Hughes family should be ordered to surrender to the Company if the court determines that the Company is entitled to recover any such profits or moneys; and (ii) a binding declaration either that the Company cannot establish that the acquisition agreement was not just and reasonable as to the Company at the time it was authorized, approved or ratified; or alternatively the amounts that the Hughes family should surrender to the Company, if the court determines that the agreement was not just and reasonable to the Company at that time. The Hughes family is not seeking any payments from the Company. In the event of a determination that the Hughes family is obligated to pay certain amounts to the Company, the complaint states that they have agreed to be bound by that determination to pay such amounts to the Company. In July 2003 the Company filed an answer to the Hughes family's complaint requesting a final judicial determination of the Company's rights of recovery against the Hughes family in respect of PSIC. In September 2003, by order of the Superior Court, Malcolm Lucas, a former chief justice of the California Supreme Court, was appointed to try the case. Discover is proceeding and it is expected that in mid-2004, Mr. Lucas will set a trial date for the matter. The Company believes that the lawsuit by the Hughes family will ultimately resolve matters relating to PSIC and will not have any financially adverse effect on the Company (other than the costs and other expenses relating to the lawsuit). Sale of Partnership Units ------------------------- In February 2000, the Company entered into a settlement of litigation arising out of a 1997 tender offer for limited partnership units in two affiliated partnerships. Under the settlement agreement, the Company agreed to sell to the plaintiff units representing a 4% interest in each of the partnerships for a total payment of approximately $1,523,000. The plaintiff failed to tender the full purchase price at the scheduled closing, and the settlement collapsed. In September 2000, the plaintiff amended its complaint to add a claim for breach of the settlement agreement seeking specific enforcement and a claim seeking damages for unfair and deceptive trade practices in connection with the alleged breach. By amending the complaint the Company believes the plaintiff elected to abandon its underlying claims in the litigation. The Company asserted affirmative defenses including the material breach by the plaintiff. Cross motions for summary judgment were filed by the parties. In July 2002, the court granted plaintiff's motion for summary judgment as to its claim for breach of the settlement agreement and granted the Company's motion for summary judgment to dismiss plaintiff's claim for unfair and deceptive trade practices. F-40 PUBLIC STORAGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 In March 2003, the court granted plaintiff's motion to compel the sale of the units to the plaintiff. On December 31, 2003, the Company sold the units to the plaintiff for a total of $1,000,000. This amount reflects the $1,523,000 original agreement with a credit to the plaintiff of a portion of the partnership's distributions received by the Company with respect to the units. Other Items ----------- The Company is 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 the operations or financial position of the Company. INSURANCE AND LOSS EXPOURE Our facilities have historically carried comprehensive insurance, including fire, earthquake, liability and extended coverage through STOR-Re, one of the Consolidated Entities, and insure portions of these risks through nationally recognized insurance carriers. STOR-Re also insures affiliates of the Company. The Company, STOR-Re, and its affiliates' maximum aggregate annual exposure for losses that are below the deductibles set forth in the third-party insurance contracts, assuming multiple significant events occur, is approximately $30 million. In addition, if losses exhaust the third-party insurers' limit of coverage of $125,000,000 for property coverage and $101,000,000 for general liability, our exposure could be greater. These limits are higher than estimates of maximum probable losses that could occur from individual catastrophic events (i.e. earthquake and wind damage) determined in recent engineering and actuarial studies. PS Insurance Company reinsures policies against claims for losses to goods stored by tenants at our self-storage facilities (see Note 3). PSIC reinsures its risks with third-party insurers from any individual event that exceeds a loss of $500,000 up to the policy limit of $10,000,000. DEVELOPMENT OF REAL ESTATE FACILITIES We currently have 38 projects in our development pipeline, including 13 newly developed self-storage facilities, with total estimated development costs of $156,336,000 (unaudited), of which $69,620,000 has been spent at December 31, 2003. Development of these facilities is subject to contingencies. F-41 PUBLIC STORAGE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2003 17. Supplementary quarterly financial data (unaudited)
Three months ended -------------------------------------------------------------- March 31, June 30, September 30, December 31, 2003 2003 2003 2003 ------------ ------------ ------------ ------------ (in thousands, except per share data) Revenues (a)..................... $ 206,866 $ 217,114 $ 227,955 $ 223,136 ============ ============ ============ ============ Cost of operations (a)........... $ 74,041 $ 79,912 $ 80,890 $ 83,655 ============ ============ ============ ============ Net income....................... $ 76,639 $ 84,297 $ 89,747 $ 85,970 ============ ============ ============ ============ Per Common Share (Note 2): Net income - Basic........... $ 0.25 $ 0.34 $ 0.39 $ 0.31 ============ ============ ============ ============ Net income - Diluted......... $ 0.26 $ 0.33 $ 0.39 $ 0.30 ============ ============ ============ ============ Three months ended -------------------------------------------------------------- March 31, June 30, September 30, December 31, 2002 2002 2002 2002 ------------ ------------ ------------ ------------ (in thousands, except per share data) Revenues (a)..................... $ 203,992 $ 206,391 $ 214,484 $ 206,691 ============ ============ ============ ============ Cost of operations (a)........... $ 65,302 $ 69,156 $ 72,610 $ 80,076 ============ ============ ============ ============ Net income....................... $ 87,455 $ 80,718 $ 83,351 $ 67,214 ============ ============ ============ ============ Per Common Share (Note 2): Net income - Basic............ $ 0.38 $ 0.30 $ 0.27 $ 0.20 ============ ============ ============ ============ Net income - Diluted.......... $ 0.37 $ 0.30 $ 0.27 $ 0.20 ============ ============ ============ ============
(a) Revenues and cost of operations as presented in this table differ from the revenue and cost of operations as presented in the Company's quarterly reports due primarily to the impact of discontinued operations accounting with respect to certain containerized storage facilities that were closed in 2003, as described in Note 4 and from the impact of the application EITF Topic D-42 in September 2003. F-42 PUBLIC STORAGE, INC. SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority - Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ - Miniwarehouses 1/1/81 VirginiaBeach/DiamondSprings 384,000 186,000 1,094,000 679,000 - 1/1/81 NewportNews/JeffersonAvenue 330,000 108,000 1,071,000 613,000 - 8/1/81 SanJose/Snell - 312,000 1,815,000 404,000 - 10/1/81 Tampa/LazyLane - 282,000 1,899,000 652,000 - 6/1/82 MountainView 837,000 1,180,000 1,182,000 566,000 - 6/1/82 Cupertino/Storage 659,000 572,000 1,270,000 514,000 - 6/1/82 SanCarlos/Storage 580,000 780,000 1,387,000 593,000 - 6/1/82 SanJose/Tully 484,000 645,000 1,579,000 12,131,000 - 10/1/82 Northwood 899,000 1,034,000 1,522,000 358,000 - 10/1/82 SorrentoValley 593,000 1,002,000 1,343,000 (805,000) - 12/1/82 Port/Halsey - 357,000 1,150,000 (393,000) 326,000 12/1/82 Sacto/Folsom - 396,000 329,000 672,000 323,000 1/1/83 Platte - 409,000 953,000 473,000 428,000 1/1/83 Raleigh/Yonkers - 203,000 914,000 462,000 425,000 1/1/83 Semoran - 442,000 1,882,000 6,156,000 720,000 3/1/83 Blackwood - 213,000 1,559,000 312,000 595,000 4/1/83 Vailsgate - 103,000 990,000 453,000 505,000 5/1/83 DeltaDrive - 67,000 481,000 233,000 241,000 6/1/83 Ventura - 658,000 1,734,000 231,000 583,000 9/1/83 Dover - 107,000 1,462,000 482,000 627,000 9/1/83 Ft.Wayne/Bluffton - 88,000 675,000 205,000 285,000 9/1/83 Ft.Wayne/W.Coliseum - 160,000 1,395,000 334,000 535,000 9/1/83 Hobart - 215,000 1,491,000 656,000 838,000 9/1/83 Langhorne - 263,000 3,549,000 530,000 1,445,000 9/1/83 Newark - 208,000 2,031,000 354,000 746,000 9/1/83 Newcastle - 227,000 2,163,000 452,000 817,000 9/1/83 Southhampton - 331,000 1,738,000 677,000 806,000 9/1/83 Southington - 124,000 1,233,000 355,000 546,000 9/1/83 Webster/Keystone - 449,000 1,688,000 733,000 813,000 10/1/83 OrlandoJ.Y.Parkway - 383,000 1,512,000 424,000 622,000 11/1/83 Aurora - 505,000 758,000 348,000 341,000 11/1/83 Campbell - 1,379,000 1,849,000 (483,000) 474,000 11/1/83 ColSprings/Ed - 471,000 1,640,000 206,000 554,000 11/1/83 ColSprings/Mv - 320,000 1,036,000 270,000 441,000 11/1/83 OklahomaCity - 454,000 1,030,000 885,000 620,000
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation - --------------- -------------- -------------- ------------- 186,000 1,773,000 1,959,000 1,547,000 108,000 1,684,000 1,792,000 1,476,000 312,000 2,219,000 2,531,000 1,958,000 282,000 2,551,000 2,833,000 2,202,000 1,181,000 1,747,000 2,928,000 1,507,000 572,000 1,784,000 2,356,000 1,447,000 780,000 1,980,000 2,760,000 1,662,000 4,525,000 9,830,000 14,355,000 2,466,000 1,034,000 1,880,000 2,914,000 1,513,000 651,000 889,000 1,540,000 742,000 357,000 1,083,000 1,440,000 725,000 396,000 1,324,000 1,720,000 906,000 409,000 1,854,000 2,263,000 1,180,000 203,000 1,801,000 2,004,000 1,253,000 442,000 8,758,000 9,200,000 2,424,000 213,000 2,466,000 2,679,000 1,597,000 103,000 1,948,000 2,051,000 1,299,000 68,000 954,000 1,022,000 630,000 658,000 2,548,000 3,206,000 1,636,000 107,000 2,571,000 2,678,000 1,651,000 88,000 1,165,000 1,253,000 742,000 160,000 2,264,000 2,424,000 1,422,000 215,000 2,985,000 3,200,000 1,927,000 263,000 5,524,000 5,787,000 3,559,000 208,000 3,131,000 3,339,000 1,995,000 227,000 3,432,000 3,659,000 2,204,000 331,000 3,221,000 3,552,000 2,112,000 123,000 2,135,000 2,258,000 1,349,000 449,000 3,234,000 3,683,000 2,162,000 383,000 2,558,000 2,941,000 1,622,000 505,000 1,447,000 1,952,000 910,000 1,380,000 1,839,000 3,219,000 1,176,000 471,000 2,400,000 2,871,000 1,551,000 320,000 1,747,000 2,067,000 1,129,000 454,000 2,535,000 2,989,000 1,616,000
F-43
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ Miniwarehouses 11/1/83 Thorton - 418,000 1,400,000 153,000 536,000 11/1/83 Tucson - 343,000 778,000 651,000 420,000 11/1/83 Webster/Nasa - 1,570,000 2,457,000 1,110,000 1,372,000 12/1/83 Augusta - 97,000 747,000 365,000 324,000 12/1/83 Charlotte - 165,000 1,274,000 486,000 442,000 12/1/83 Columbia - 171,000 1,318,000 520,000 492,000 12/1/83 Greensboro/Electra - 112,000 869,000 388,000 382,000 12/1/83 Greensboro/Market - 214,000 1,653,000 700,000 794,000 12/1/83 Richmond - 176,000 1,360,000 478,000 468,000 12/1/83 Tacoma - 553,000 1,173,000 480,000 487,000 1/1/84 Belton - 175,000 858,000 713,000 378,000 1/1/84 Fremont/Albrae - 636,000 1,659,000 502,000 532,000 1/1/84 Gladstone - 275,000 1,799,000 560,000 640,000 1/1/84 Hickman/112 - 257,000 1,848,000 484,000 618,000 1/1/84 Holmes - 289,000 1,333,000 415,000 455,000 1/1/84 Independence - 221,000 1,848,000 391,000 609,000 1/1/84 Merriam - 255,000 1,469,000 440,000 480,000 1/1/84 Olathe - 107,000 992,000 371,000 361,000 1/1/84 Shawnee - 205,000 1,420,000 487,000 502,000 1/1/84 Topeka - 75,000 1,049,000 295,000 356,000 3/1/84 Manassas - 320,000 1,556,000 432,000 553,000 3/1/84 Marrietta/Cobb - 73,000 542,000 350,000 259,000 3/1/84 PicoRivera - 743,000 807,000 370,000 321,000 4/1/84 Milwaukie/Oregon - 289,000 584,000 289,000 311,000 4/1/84 Providence - 92,000 1,087,000 439,000 423,000 5/1/84 Garland - 356,000 844,000 248,000 360,000 5/1/84 Philadelphia/Grant - 1,041,000 3,262,000 592,000 971,000 5/1/84 Raleigh/Departure - 302,000 2,484,000 548,000 788,000 5/1/84 VirginiaBeach - 509,000 2,121,000 747,000 776,000 6/1/84 Baltimore - 382,000 1,793,000 892,000 634,000 6/1/84 Cincinnati - 402,000 1,573,000 649,000 672,000 6/1/84 Delran - 279,000 1,472,000 363,000 573,000 6/1/84 Florence - 185,000 740,000 492,000 376,000 6/1/84 Laurel - 501,000 2,349,000 739,000 824,000 6/1/84 Lorton - 435,000 2,040,000 571,000 682,000 6/1/84 OrangeBlossom - 226,000 924,000 268,000 398,000 7/1/84 Trevose/OldLincoln - 421,000 1,749,000 451,000 582,000
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation -------------- -------------- -------------- ------------- 418,000 2,089,000 2,507,000 1,353,000 343,000 1,849,000 2,192,000 1,149,000 1,572,000 4,937,000 6,509,000 3,256,000 97,000 1,436,000 1,533,000 966,000 165,000 2,202,000 2,367,000 1,477,000 171,000 2,330,000 2,501,000 1,597,000 112,000 1,639,000 1,751,000 1,105,000 214,000 3,147,000 3,361,000 2,145,000 176,000 2,306,000 2,482,000 1,518,000 553,000 2,140,000 2,693,000 1,423,000 175,000 1,949,000 2,124,000 1,286,000 636,000 2,693,000 3,329,000 1,848,000 275,000 2,999,000 3,274,000 1,986,000 257,000 2,950,000 3,207,000 1,999,000 289,000 2,203,000 2,492,000 1,467,000 221,000 2,848,000 3,069,000 1,920,000 255,000 2,389,000 2,644,000 1,608,000 107,000 1,724,000 1,831,000 1,155,000 205,000 2,409,000 2,614,000 1,606,000 75,000 1,700,000 1,775,000 1,127,000 320,000 2,541,000 2,861,000 1,690,000 73,000 1,151,000 1,224,000 765,000 743,000 1,498,000 2,241,000 1,032,000 289,000 1,184,000 1,473,000 806,000 92,000 1,949,000 2,041,000 1,308,000 356,000 1,452,000 1,808,000 942,000 1,040,000 4,826,000 5,866,000 3,175,000 302,000 3,820,000 4,122,000 2,550,000 499,000 3,654,000 4,153,000 2,408,000 382,000 3,319,000 3,701,000 2,132,000 402,000 2,894,000 3,296,000 1,819,000 279,000 2,408,000 2,687,000 1,506,000 185,000 1,608,000 1,793,000 1,001,000 501,000 3,912,000 4,413,000 2,603,000 435,000 3,293,000 3,728,000 2,187,000 226,000 1,590,000 1,816,000 1,008,000 421,000 2,782,000 3,203,000 1,842,000
F-44
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ Miniwarehouses 8/1/84 Kaplan/Irving - 677,000 1,592,000 4,646,000 639,000 8/1/84 Kaplan/WalnutHill - 971,000 2,359,000 896,000 1,041,000 8/1/84 Medley - 584,000 1,016,000 412,000 464,000 8/1/84 NewportNews - 356,000 2,395,000 731,000 1,013,000 8/1/84 OklahomaCity - 340,000 1,310,000 611,000 652,000 9/1/84 CockrellHill - 380,000 913,000 1,132,000 675,000 11/1/84 Hialeah - 886,000 1,784,000 389,000 672,000 11/1/84 Omaha - 109,000 806,000 528,000 399,000 12/1/84 Austin/Lamar - 643,000 947,000 550,000 443,000 12/1/84 FortWorth - 122,000 928,000 44,000 303,000 12/1/84 Montgomeryville - 215,000 2,085,000 420,000 776,000 12/1/84 Pompano - 399,000 1,386,000 679,000 698,000 1/1/85 BossierCity - 184,000 1,542,000 558,000 656,000 1/1/85 Cranston - 175,000 722,000 347,000 267,000 2/1/85 Hurst - 231,000 1,220,000 249,000 480,000 2/1/85 SimiValley - 737,000 1,389,000 360,000 520,000 3/1/85 Houston/Westheimer 286,000 850,000 1,179,000 791,000 - 3/1/85 Chattanooga - 202,000 1,573,000 520,000 683,000 3/1/85 Fairfield - 338,000 1,187,000 522,000 527,000 3/1/85 FernPark - 144,000 1,107,000 273,000 432,000 3/1/85 Portland - 285,000 941,000 335,000 438,000 4/1/85 Austin/S.First - 778,000 1,282,000 379,000 711,000 4/1/85 Cincinnati/Colerain - 253,000 1,717,000 423,000 932,000 4/1/85 Cincinnati/E.Kemper - 232,000 1,573,000 331,000 853,000 4/1/85 Florence/TannerLane - 218,000 1,477,000 416,000 835,000 4/1/85 LagunaHills - 1,224,000 3,303,000 445,000 1,213,000 5/1/85 Arlington - 201,000 1,497,000 480,000 618,000 5/1/85 Columbus/BuschBlvd. - 202,000 1,559,000 448,000 592,000 5/1/85 Columbus/KinnearRd. - 241,000 1,865,000 416,000 771,000 5/1/85 Longwood - 355,000 1,645,000 323,000 669,000 5/1/85 Manchester/S.Willow - 371,000 2,129,000 (112,000) 854,000 5/1/85 Milwaukie/Mcloughlin - 458,000 742,000 421,000 620,000 5/1/85 Tacoma/PhillipsRd. - 396,000 1,204,000 319,000 669,000 5/1/85 Worthington - 221,000 1,824,000 424,000 709,000 6/1/85 GroveCity/MarlaneDrive - 150,000 1,157,000 419,000 471,000 6/1/85 N.Hollywood/Raymer - 967,000 848,000 269,000 515,000 6/1/85 Reynoldsburg - 204,000 1,568,000 482,000 598,000
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation - - -------------- -------------- -------------- ------------- 678,000 6,876,000 7,554,000 2,054,000 971,000 4,296,000 5,267,000 2,719,000 584,000 1,892,000 2,476,000 1,192,000 356,000 4,139,000 4,495,000 2,623,000 340,000 2,573,000 2,913,000 1,607,000 380,000 2,720,000 3,100,000 1,737,000 886,000 2,845,000 3,731,000 1,781,000 109,000 1,733,000 1,842,000 1,103,000 643,000 1,940,000 2,583,000 1,171,000 122,000 1,275,000 1,397,000 811,000 215,000 3,281,000 3,496,000 2,011,000 399,000 2,763,000 3,162,000 1,730,000 184,000 2,756,000 2,940,000 1,694,000 175,000 1,336,000 1,511,000 871,000 231,000 1,949,000 2,180,000 1,218,000 737,000 2,269,000 3,006,000 1,401,000 850,000 1,970,000 2,820,000 1,461,000 202,000 2,776,000 2,978,000 1,691,000 338,000 2,236,000 2,574,000 1,331,000 144,000 1,812,000 1,956,000 1,106,000 285,000 1,714,000 1,999,000 1,044,000 778,000 2,372,000 3,150,000 1,322,000 253,000 3,072,000 3,325,000 1,658,000 232,000 2,757,000 2,989,000 1,498,000 218,000 2,728,000 2,946,000 1,477,000 1,225,000 4,960,000 6,185,000 3,070,000 201,000 2,595,000 2,796,000 1,569,000 202,000 2,599,000 2,801,000 1,541,000 241,000 3,052,000 3,293,000 1,838,000 355,000 2,637,000 2,992,000 1,625,000 371,000 2,871,000 3,242,000 1,567,000 458,000 1,783,000 2,241,000 977,000 396,000 2,192,000 2,588,000 1,187,000 221,000 2,957,000 3,178,000 1,773,000 150,000 2,047,000 2,197,000 1,224,000 967,000 1,632,000 2,599,000 916,000 204,000 2,648,000 2,852,000 1,573,000
F-45
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ Miniwarehouses 7/1/85 Columbus/KenneyRd. - 199,000 1,531,000 457,000 598,000 7/1/85 Columbus/MorseRd. - 195,000 1,510,000 439,000 670,000 7/1/85 Concord/Hwy29 - 150,000 750,000 405,000 587,000 7/1/85 Dayton/ExecutiveBlvd. - 160,000 1,207,000 459,000 569,000 7/1/85 Dayton/NeedmoreRoad - 144,000 1,108,000 446,000 460,000 7/1/85 Lilburn - 331,000 969,000 252,000 424,000 7/1/85 SanDiego/KearnyMesaRd - 783,000 1,750,000 349,000 962,000 7/1/85 Scottsdale/70thSt - 632,000 1,368,000 366,000 742,000 7/1/85 Springfield - 90,000 699,000 376,000 332,000 7/1/85 Westerville - 199,000 1,517,000 619,000 620,000 9/1/85 Columbus/Sinclair - 307,000 893,000 369,000 519,000 9/1/85 Madison/CoppsAve. - 450,000 1,150,000 437,000 665,000 9/1/85 Philadelphia/TaconySt - 118,000 1,782,000 300,000 856,000 10/1/85 Columbus/Ambleside - 124,000 1,526,000 39,000 644,000 10/1/85 Dallas/AlvinSt. - 359,000 1,266,000 181,000 559,000 10/1/85 Dallas/S.Westmoreland - 474,000 1,670,000 207,000 734,000 10/1/85 FortWorth/CockrellSt. - 323,000 1,136,000 181,000 515,000 10/1/85 FortWorth/E.Seminary - 382,000 1,346,000 213,000 552,000 10/1/85 FortWorth/W.BeachSt. - 356,000 1,252,000 212,000 531,000 10/1/85 Hartford/Roberts - 219,000 1,481,000 386,000 966,000 10/1/85 Indianapolis/BeachGrove - 198,000 1,342,000 276,000 709,000 10/1/85 Indianapolis/PikePlace - 229,000 1,531,000 378,000 856,000 10/1/85 Joplin/S.RangeLine - 264,000 904,000 229,000 465,000 10/1/85 N.Hollywood/Whitsett - 1,524,000 2,576,000 383,000 1,302,000 10/1/85 Portland/SE82ndSt - 354,000 496,000 356,000 380,000 10/1/85 SanAntonio/Callaghan - 288,000 1,016,000 470,000 543,000 10/1/85 SanAntonio/Fredericksburg - 287,000 1,009,000 595,000 597,000 10/1/85 SanAntonio/Hackberry - 388,000 1,367,000 2,521,000 1,001,000 10/1/85 SanAntonio/WetmoreRd. - 306,000 1,079,000 611,000 638,000 10/1/85 SanAntonio/Zarzamora - 364,000 1,281,000 644,000 674,000 10/1/85 Wichita/CareyLane - 192,000 674,000 45,000 296,000 10/1/85 Wichita/E.Harry - 313,000 1,050,000 157,000 468,000 10/1/85 Wichita/E.Kellogg - 185,000 658,000 (21,000) 261,000 10/1/85 Wichita/E.Macarthur - 220,000 775,000 (92,000) 323,000 10/1/85 Wichita/S.RockRd. - 501,000 1,478,000 260,000 657,000 10/1/85 Wichita/S.Tyler - 294,000 1,004,000 116,000 530,000 10/1/85 Wichita/S.Woodlawn - 263,000 905,000 158,000 437,000
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation -------------- -------------- -------------- ------------- 199,000 2,586,000 2,785,000 1,561,000 195,000 2,619,000 2,814,000 1,577,000 150,000 1,742,000 1,892,000 987,000 159,000 2,236,000 2,395,000 1,367,000 144,000 2,014,000 2,158,000 1,197,000 330,000 1,646,000 1,976,000 1,006,000 783,000 3,061,000 3,844,000 1,704,000 632,000 2,476,000 3,108,000 1,306,000 90,000 1,407,000 1,497,000 833,000 199,000 2,756,000 2,955,000 1,591,000 307,000 1,781,000 2,088,000 943,000 450,000 2,252,000 2,702,000 1,209,000 118,000 2,938,000 3,056,000 1,595,000 124,000 2,209,000 2,333,000 1,161,000 359,000 2,006,000 2,365,000 1,157,000 474,000 2,611,000 3,085,000 1,478,000 323,000 1,832,000 2,155,000 1,058,000 382,000 2,111,000 2,493,000 1,211,000 356,000 1,995,000 2,351,000 1,129,000 219,000 2,833,000 3,052,000 1,500,000 198,000 2,327,000 2,525,000 1,249,000 229,000 2,765,000 2,994,000 1,406,000 264,000 1,598,000 1,862,000 847,000 1,525,000 4,260,000 5,785,000 2,329,000 354,000 1,232,000 1,586,000 678,000 288,000 2,029,000 2,317,000 1,096,000 287,000 2,201,000 2,488,000 1,152,000 389,000 4,888,000 5,277,000 1,562,000 306,000 2,328,000 2,634,000 1,210,000 364,000 2,599,000 2,963,000 1,372,000 192,000 1,015,000 1,207,000 564,000 285,000 1,703,000 1,988,000 929,000 185,000 898,000 1,083,000 506,000 220,000 1,006,000 1,226,000 562,000 642,000 2,254,000 2,896,000 1,198,000 294,000 1,650,000 1,944,000 949,000 263,000 1,500,000 1,763,000 797,000
F-46
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ Miniwarehouses 10/1/85 Wichita/W.Maple - 234,000 805,000 (46,000) 313,000 11/1/85 Everett/Evergreen - 706,000 2,294,000 624,000 1,076,000 11/1/85 Seattle/EmpireWay - 1,652,000 5,348,000 695,000 2,198,000 12/1/85 Amherst/NiagraFalls - 132,000 701,000 264,000 400,000 12/1/85 Brockton/Main - 153,000 2,020,000 (184,000) 678,000 12/1/85 Denver/Leetsdale - 603,000 847,000 265,000 408,000 12/1/85 Eatontown/Hwy35 - 308,000 4,067,000 498,000 1,648,000 12/1/85 MacArthurRd. - 204,000 1,628,000 203,000 638,000 12/1/85 Milpitas - 1,623,000 1,577,000 300,000 913,000 12/1/85 Pleasanton/SantaRita - 1,226,000 2,078,000 402,000 1,160,000 12/1/85 WestSamsBlvd. - 164,000 1,159,000 (240,000) 383,000 1/1/86 Bordentown/Groveville - 196,000 981,000 187,000 471,000 1/1/86 LasVegas/Highland - 432,000 848,000 288,000 420,000 1/1/86 Mapleshade/Rudderow - 362,000 1,811,000 360,000 825,000 1/1/86 SunValley/Sheldon - 544,000 1,836,000 375,000 793,000 2/1/86 Brea/ImperialHwy - 1,069,000 2,165,000 384,000 954,000 2/1/86 ColoradoSprings/Sinton - 535,000 1,115,000 393,000 631,000 2/1/86 CostaMesa/Pomona - 1,405,000 1,520,000 387,000 693,000 2/1/86 OklahomaCity/39th - 238,000 812,000 356,000 477,000 2/1/86 OklahomaCity/Penn - 146,000 829,000 165,000 406,000 2/1/86 Skokie/McCormick - 638,000 1,912,000 288,000 779,000 3/1/86 Jacksonville/Wiley - 140,000 510,000 297,000 331,000 3/1/86 St.Louis/Forder - 517,000 1,133,000 348,000 534,000 3/3/86 Tampa/56th 262,000 450,000 1,360,000 564,000 - 4/1/86 FortWorth/EastLoop - 196,000 804,000 270,000 369,000 4/1/86 Reno/Telegraph - 649,000 1,051,000 540,000 682,000 4/1/86 St.Louis/Kirkham - 199,000 1,001,000 238,000 401,000 4/1/86 St.Louis/Reavis - 192,000 958,000 216,000 384,000 5/1/86 Sacramento/FranklinBlvd. - 872,000 978,000 492,000 389,000 5/1/86 WestlakeVillage - 1,205,000 995,000 251,000 429,000 6/1/86 RichlandHills - 543,000 857,000 448,000 404,000 6/1/86 WestValley/So.3600 - 208,000 1,552,000 450,000 413,000 7/1/86 CapitalHeights/CentralAve. - 649,000 3,851,000 414,000 1,277,000 7/1/86 ColoradoSprings/HollowTree - 574,000 726,000 319,000 426,000 7/1/86 Pontiac/DixieHwy. - 259,000 2,091,000 171,000 756,000 7/1/86 Portland/JohnsLandingArea - 663,000 1,637,000 (16,000) 538,000 7/1/86 WestLA/PurdueAve. - 2,415,000 3,585,000 256,000 1,212,000
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation -------------- -------------- -------------- ------------- 234,000 1,072,000 1,306,000 602,000 706,000 3,994,000 4,700,000 2,260,000 1,653,000 8,240,000 9,893,000 4,682,000 132,000 1,365,000 1,497,000 787,000 153,000 2,514,000 2,667,000 1,421,000 603,000 1,520,000 2,123,000 840,000 308,000 6,213,000 6,521,000 3,518,000 204,000 2,469,000 2,673,000 1,393,000 1,624,000 2,789,000 4,413,000 1,492,000 1,227,000 3,639,000 4,866,000 1,926,000 164,000 1,302,000 1,466,000 751,000 196,000 1,639,000 1,835,000 912,000 432,000 1,556,000 1,988,000 873,000 362,000 2,996,000 3,358,000 1,649,000 544,000 3,004,000 3,548,000 1,712,000 1,069,000 3,503,000 4,572,000 1,985,000 535,000 2,139,000 2,674,000 1,108,000 1,406,000 2,599,000 4,005,000 1,479,000 238,000 1,645,000 1,883,000 925,000 146,000 1,400,000 1,546,000 792,000 638,000 2,979,000 3,617,000 1,656,000 140,000 1,138,000 1,278,000 643,000 517,000 2,015,000 2,532,000 1,106,000 450,000 1,924,000 2,374,000 1,343,000 196,000 1,443,000 1,639,000 833,000 649,000 2,273,000 2,922,000 1,289,000 199,000 1,640,000 1,839,000 953,000 192,000 1,558,000 1,750,000 918,000 872,000 1,859,000 2,731,000 1,113,000 1,206,000 1,674,000 2,880,000 940,000 543,000 1,709,000 2,252,000 1,027,000 208,000 2,415,000 2,623,000 1,356,000 649,000 5,542,000 6,191,000 3,116,000 574,000 1,471,000 2,045,000 786,000 259,000 3,018,000 3,277,000 1,669,000 663,000 2,159,000 2,822,000 1,263,000 2,417,000 5,051,000 7,468,000 2,866,000
F-47
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ Miniwarehouses 8/1/86 Hammond/Calumet - 97,000 751,000 541,000 366,000 8/1/86 Laurel/Ft.MeadeRd. - 475,000 1,475,000 317,000 630,000 9/1/86 KansasCity/S.44th. - 509,000 1,906,000 574,000 737,000 9/1/86 Lakewood/Wadsworth-6th - 1,070,000 3,155,000 684,000 1,027,000 10/1/86 Anniston/Whiteside - 59,000 566,000 206,000 329,000 10/1/86 Austin/ResearchBlvd. - 1,390,000 1,710,000 567,000 672,000 10/1/86 Birmingham/Centerpoint - 265,000 1,305,000 351,000 525,000 10/1/86 Birmingham/Eastwood - 166,000 1,184,000 327,000 612,000 10/1/86 Birmingham/Forestdale - 152,000 948,000 277,000 519,000 10/1/86 Birmingham/Greensprings - 347,000 1,173,000 366,000 281,000 10/1/86 Birmingham/Highland - 89,000 786,000 244,000 398,000 10/1/86 Birmingham/Hoover-Lorna - 372,000 1,128,000 406,000 431,000 10/1/86 Birmingham/Riverchase - 262,000 1,338,000 464,000 645,000 10/1/86 Birmingham/RoebuckPlaza - 101,000 399,000 310,000 425,000 10/1/86 Houston/LongPoint - 451,000 1,187,000 626,000 563,000 10/1/86 Houston/NorthFreeway - 719,000 1,987,000 83,000 609,000 10/1/86 Houston/OldKatyRoad - 1,365,000 3,431,000 1,064,000 1,274,000 10/1/86 Houston/PlainfieldRoad - 904,000 2,319,000 789,000 920,000 10/1/86 Houston/SouthLoopWest - 1,299,000 3,491,000 1,259,000 1,366,000 10/1/86 Houston/Gessner - 1,032,000 1,693,000 976,000 746,000 10/1/86 Houston/Glenvista - 595,000 1,043,000 673,000 494,000 10/1/86 Houston/Gulfton - 1,732,000 3,036,000 1,099,000 1,398,000 10/1/86 Houston/I-45 - 704,000 1,146,000 804,000 604,000 10/1/86 Houston/Richmond-Fairdale - 1,502,000 2,506,000 1,125,000 1,160,000 10/1/86 Houston/Rogerdale - 1,631,000 2,792,000 666,000 1,232,000 10/1/86 Houston/Westpark - 503,000 854,000 223,000 435,000 10/1/86 Huntsville/Drake - 253,000 1,172,000 301,000 538,000 10/1/86 Huntsville/LeemanFerryRd. - 158,000 992,000 307,000 558,000 10/1/86 Jonesboro - 157,000 718,000 252,000 370,000 10/1/86 Midfield/Bessemer - 170,000 355,000 358,000 112,000 10/1/86 Peralta/Fremont - 851,000 1,074,000 321,000 456,000 11/1/86 Arleta/OsborneStreet - 987,000 663,000 275,000 290,000 12/1/86 Denver/SheridanBoulevard - 1,033,000 2,792,000 941,000 1,007,000 12/1/86 Gresham/Burnside&202nd - 351,000 1,056,000 407,000 482,000 12/1/86 Hillsboro/T.V.Highway - 461,000 574,000 271,000 414,000 12/1/86 Lynnwood/196thStreet - 1,063,000 1,602,000 5,865,000 571,000 12/1/86 Marietta/CobbParkway - 536,000 2,764,000 773,000 1,016,000
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation -------------- -------------- -------------- ------------- 97,000 1,658,000 1,755,000 951,000 475,000 2,422,000 2,897,000 1,345,000 509,000 3,217,000 3,726,000 1,821,000 1,070,000 4,866,000 5,936,000 2,898,000 107,000 1,053,000 1,160,000 627,000 1,391,000 2,948,000 4,339,000 1,769,000 273,000 2,173,000 2,446,000 1,196,000 232,000 2,057,000 2,289,000 1,156,000 190,000 1,706,000 1,896,000 948,000 16,000 2,151,000 2,167,000 1,197,000 150,000 1,367,000 1,517,000 815,000 266,000 2,071,000 2,337,000 1,145,000 278,000 2,431,000 2,709,000 1,391,000 340,000 895,000 1,235,000 511,000 451,000 2,376,000 2,827,000 1,504,000 661,000 2,737,000 3,398,000 1,684,000 1,366,000 5,768,000 7,134,000 3,539,000 904,000 4,028,000 4,932,000 2,430,000 1,300,000 6,115,000 7,415,000 3,685,000 1,032,000 3,415,000 4,447,000 2,019,000 595,000 2,210,000 2,805,000 1,228,000 1,733,000 5,532,000 7,265,000 3,145,000 704,000 2,554,000 3,258,000 1,579,000 1,503,000 4,790,000 6,293,000 2,738,000 1,632,000 4,689,000 6,321,000 2,593,000 503,000 1,512,000 2,015,000 843,000 248,000 2,016,000 2,264,000 1,113,000 198,000 1,817,000 2,015,000 1,048,000 157,000 1,340,000 1,497,000 771,000 95,000 900,000 995,000 493,000 851,000 1,851,000 2,702,000 1,043,000 987,000 1,228,000 2,215,000 743,000 1,033,000 4,740,000 5,773,000 2,736,000 351,000 1,945,000 2,296,000 1,167,000 461,000 1,259,000 1,720,000 852,000 1,307,000 7,794,000 9,101,000 2,059,000 536,000 4,553,000 5,089,000 2,691,000
F-48
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ Miniwarehouses 12/1/86 N.Auburn/AuburnWayN. - 606,000 1,144,000 438,000 533,000 12/1/86 SanAntonio/WestSunsetRoad - 1,206,000 1,594,000 565,000 649,000 12/31/86 Northridge 991,000 3,624,000 1,922,000 2,496,000 - 12/31/86 Monrovia/MyrtleAvenue 660,000 1,149,000 2,446,000 203,000 - 12/31/86 Chatsworth/Topanga 447,000 1,447,000 1,243,000 251,000 - 12/31/86 SantaClara/Duane 386,000 1,950,000 1,004,000 406,000 - 12/31/86 Houston/Larkwood 168,000 247,000 602,000 396,000 - 12/31/86 OysterPoint - 1,569,000 1,490,000 439,000 - 12/31/86 Walnut - 767,000 613,000 3,599,000 - 3/1/87 Annandale/Ravensworth - 679,000 1,621,000 280,000 596,000 4/1/87 CityOfIndustry/Amar - 748,000 2,052,000 510,000 702,000 5/1/87 OklahomaCity/W.Hefner - 459,000 941,000 317,000 417,000 7/1/87 OakbrookTerrace - 912,000 2,688,000 172,000 399,000 8/1/87 SanAntonio/AustinHwy. - 400,000 850,000 (5,000) 164,000 10/1/87 Plantation/S.StateRd. - 924,000 1,801,000 (200,000) 298,000 10/1/87 Rockville/FredrickRd. - 1,695,000 3,305,000 (206,000) 519,000 2/1/88 Anaheim/Lakeview - 995,000 1,505,000 28,000 256,000 6/7/88 Mesquite/SorrentoDrive - 928,000 1,011,000 3,467,000 - 7/1/88 FortWayne - 101,000 1,524,000 87,000 663,000 1/1/92 CostaMesa - 533,000 980,000 708,000 - 3/1/92 Dallas/WalnutSt. - 537,000 1,008,000 306,000 - 5/1/92 CampCreek - 576,000 1,075,000 322,000 - 9/1/92 Jacksonville/Arlington - 554,000 1,065,000 231,000 - 9/1/92 Orlando/W.Colonial - 368,000 713,000 188,000 - 10/1/92 Stockton/Mariners - 381,000 730,000 225,000 - 11/18/92 VirginiaBeach/GeneralBoothBlvd - 599,000 1,119,000 415,000 - 1/1/93 BaldwinPark/GarveyAve - 840,000 1,561,000 406,000 - 1/1/93 CityOfIndustry - 1,611,000 2,991,000 333,000 - 1/1/93 RedwoodCity/Storage - 907,000 1,684,000 253,000 - 1/1/93 SanJose/Felipe - 1,124,000 2,088,000 381,000 - 3/19/93 Westminister/W.80th - 840,000 1,586,000 299,000 - 4/26/93 CostaMesa/Newport 897,000 2,141,000 3,989,000 5,174,000 - 5/13/93 Austin/N.Lamar - 919,000 1,695,000 6,700,000 - 5/28/93 Jacksonville/PhillipsHwy. - 406,000 771,000 228,000 - 5/28/93 Tampa/NebraskaAvenue - 550,000 1,043,000 177,000 - 6/9/93 Calabasas/VenturaBlvd. - 1,762,000 3,269,000 206,000 - 6/9/93 Carmichael/FairOaks - 573,000 1,052,000 248,000 -
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation -------------- -------------- -------------- ------------- 606,000 2,115,000 2,721,000 1,280,000 1,208,000 2,806,000 4,014,000 1,673,000 3,626,000 4,416,000 8,042,000 1,867,000 1,150,000 2,648,000 3,798,000 1,799,000 1,448,000 1,493,000 2,941,000 1,149,000 1,951,000 1,409,000 3,360,000 930,000 247,000 998,000 1,245,000 625,000 1,570,000 1,928,000 3,498,000 1,223,000 769,000 4,210,000 4,979,000 1,030,000 679,000 2,497,000 3,176,000 1,479,000 748,000 3,264,000 4,012,000 1,176,000 459,000 1,675,000 2,134,000 958,000 912,000 3,259,000 4,171,000 2,480,000 400,000 1,009,000 1,409,000 791,000 924,000 1,899,000 2,823,000 1,461,000 1,696,000 3,617,000 5,313,000 2,776,000 995,000 1,789,000 2,784,000 1,340,000 1,045,000 4,361,000 5,406,000 1,519,000 101,000 2,274,000 2,375,000 1,051,000 535,000 1,686,000 2,221,000 1,219,000 537,000 1,314,000 1,851,000 1,261,000 576,000 1,397,000 1,973,000 736,000 554,000 1,296,000 1,850,000 673,000 368,000 901,000 1,269,000 463,000 381,000 955,000 1,336,000 479,000 599,000 1,534,000 2,133,000 769,000 840,000 1,967,000 2,807,000 953,000 1,612,000 3,323,000 4,935,000 1,489,000 907,000 1,937,000 2,844,000 923,000 1,125,000 2,468,000 3,593,000 1,150,000 840,000 1,885,000 2,725,000 881,000 3,732,000 7,572,000 11,304,000 1,956,000 1,422,000 7,892,000 9,314,000 1,767,000 406,000 999,000 1,405,000 499,000 550,000 1,220,000 1,770,000 580,000 1,763,000 3,474,000 5,237,000 1,561,000 573,000 1,300,000 1,873,000 651,000
F-49
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ Miniwarehouses 6/9/93 SantaClara/Duane - 454,000 834,000 112,000 - 6/10/93 CitrusHeights/SylvanRoad - 438,000 822,000 212,000 - 6/25/93 Trenton/AllenRoad - 623,000 1,166,000 253,000 - 6/30/93 LosAngeles/W.JeffersonBlvd - 1,085,000 2,017,000 218,000 - 7/16/93 Austin/So.CongressAve - 777,000 1,445,000 365,000 - 8/1/93 Gaithersburg/E.Diamond - 602,000 1,139,000 181,000 - 8/11/93 Atlanta/Northside - 1,150,000 2,149,000 361,000 - 8/11/93 Smyrna/RosswillRd - 446,000 842,000 239,000 - 8/13/93 So.Brunswick/Highway - 1,076,000 2,033,000 334,000 - 10/1/93 CitrusHeights - 527,000 987,000 118,000 - 10/1/93 Denver/FederalBlvd - 875,000 1,633,000 212,000 - 10/1/93 Lakewood/6thAve - 798,000 1,489,000 15,000 - 10/27/93 Houston/SShaverSt - 481,000 896,000 213,000 - 11/3/93 Upland/S.EuclidAve. - 431,000 807,000 429,000 - 11/16/93 Norcross/JimmyCarter - 627,000 1,167,000 204,000 - 11/16/93 Seattle/13th - 1,085,000 2,015,000 634,000 - 12/9/93 SaltLakeCity - 765,000 1,422,000 6,000 - 12/16/93 WestValleyCity - 683,000 1,276,000 235,000 - 12/21/93 PinellasPark/34thSt.W - 607,000 1,134,000 251,000 - 12/28/93 NewOrleans/S.CarrolltonAve - 1,575,000 2,941,000 573,000 - 12/29/93 ElCajon/Magnolia - 421,000 791,000 555,000 - 12/29/93 Frederick/ProspectBlvd. - 573,000 1,082,000 599,000 - 12/29/93 Fullerton/W.Commonwealth - 904,000 1,687,000 1,042,000 - 12/29/93 Gardena/WesternAve. - 552,000 1,035,000 613,000 - 12/29/93 Indianapolis/E.Washington - 403,000 775,000 536,000 - 12/29/93 Irving/WestLoop12 - 341,000 643,000 213,000 - 12/29/93 LosAlimitos/Cerritos - 695,000 1,299,000 704,000 - 12/29/93 N.Lauderdale/McnabRd - 628,000 1,182,000 729,000 - 12/29/93 Orange/Main - 1,238,000 2,317,000 1,427,000 - 12/29/93 Orlando/S.SemoranBlvd. - 462,000 872,000 678,000 - 12/29/93 PalmBay/BobcockStreet - 409,000 775,000 536,000 - 12/29/93 Sunnyvale/Wedell - 554,000 1,037,000 784,000 - 12/29/93 Tampa/W.HillsboroughAve - 352,000 665,000 451,000 - 1/10/94 Hialeah/W.20ThAve. - 1,855,000 3,497,000 267,000 - 1/12/94 Honolulu/Iwaena - - 3,382,000 709,000 - 1/12/94 Miami/GoldenGlades - 579,000 1,081,000 431,000 - 1/12/94 Sunnyvale/N.FairOaksAve - 689,000 1,285,000 335,000 -
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation -------------- -------------- -------------- ------------- 454,000 946,000 1,400,000 450,000 438,000 1,034,000 1,472,000 513,000 623,000 1,419,000 2,042,000 629,000 1,085,000 2,235,000 3,320,000 993,000 777,000 1,810,000 2,587,000 900,000 602,000 1,320,000 1,922,000 592,000 1,151,000 2,509,000 3,660,000 1,154,000 446,000 1,081,000 1,527,000 539,000 1,076,000 2,367,000 3,443,000 1,084,000 527,000 1,105,000 1,632,000 510,000 875,000 1,845,000 2,720,000 818,000 685,000 1,617,000 2,302,000 708,000 481,000 1,109,000 1,590,000 525,000 508,000 1,159,000 1,667,000 525,000 627,000 1,371,000 1,998,000 631,000 1,085,000 2,649,000 3,734,000 1,315,000 633,000 1,560,000 2,193,000 321,000 683,000 1,511,000 2,194,000 670,000 607,000 1,385,000 1,992,000 643,000 1,576,000 3,513,000 5,089,000 1,486,000 542,000 1,225,000 1,767,000 532,000 692,000 1,562,000 2,254,000 664,000 1,161,000 2,472,000 3,633,000 1,037,000 695,000 1,505,000 2,200,000 619,000 505,000 1,209,000 1,714,000 515,000 355,000 842,000 1,197,000 398,000 874,000 1,824,000 2,698,000 747,000 798,000 1,741,000 2,539,000 725,000 1,594,000 3,388,000 4,982,000 1,407,000 601,000 1,411,000 2,012,000 625,000 525,000 1,195,000 1,720,000 520,000 725,000 1,650,000 2,375,000 710,000 436,000 1,032,000 1,468,000 450,000 1,591,000 4,028,000 5,619,000 1,674,000 - 4,091,000 4,091,000 1,667,000 557,000 1,534,000 2,091,000 674,000 657,000 1,652,000 2,309,000 688,000
F-50
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ Miniwarehouses 1/21/94 Herndon/CentrevilleRoad - 1,584,000 2,981,000 488,000 - 2/8/94 LasVegas/S.MartinLutherKingBlvd. - 1,383,000 2,592,000 1,077,000 - 2/28/94 Arlingtn/OldJeffersnDavishwy - 735,000 1,399,000 313,000 - 3/8/94 Beaverton/SwBarnesRoad - 942,000 1,810,000 201,000 - 3/21/94 Austin/Arboretum - 473,000 897,000 2,775,000 - 3/25/94 EastBrunswick/MilltownRoad - 1,282,000 2,411,000 365,000 - 3/25/94 Mercerville/QuakerbridgeRoad - 1,109,000 2,111,000 276,000 - 3/25/94 TintonFalls/ShrewsburyAve - 1,074,000 2,033,000 236,000 - 3/31/94 Hypoluxo - 735,000 1,404,000 1,913,000 - 4/26/94 No.Highlands/RosevilleRoad - 980,000 1,835,000 367,000 - 5/12/94 FortPierce/OkeechobeeRoad - 438,000 842,000 298,000 - 5/24/94 Hempstead/PeninsulaBlvd. - 2,053,000 3,832,000 309,000 - 5/24/94 La/Huntington - 483,000 905,000 162,000 - 6/9/94 Chattanooga/BrainerdRoad - 613,000 1,170,000 269,000 - 6/9/94 Chattanooga/RinggoldRoad - 761,000 1,433,000 440,000 - 6/18/94 LasVegas/S.ValleyViewBlvd - 837,000 1,571,000 171,000 - 6/23/94 Henderson/GreenValleyPkwy - 1,047,000 1,960,000 191,000 - 6/23/94 LasVegas/Tropicana - 750,000 1,408,000 242,000 - 6/24/94 LasVegas/N.LambBlvd. - 869,000 1,629,000 71,000 - 6/30/94 Birmingham/W.OxmoorRoad - 532,000 1,004,000 389,000 - 7/20/94 Milpitas/DempseyRoad - 1,260,000 2,358,000 238,000 - 8/17/94 Alsip/27th - 406,000 765,000 116,000 - 8/17/94 Beaverton/S.W.DennyRoad - 663,000 1,245,000 127,000 - 8/17/94 Irwindale/CentralAve. - 674,000 1,263,000 101,000 - 8/17/94 Lombard/64th - 847,000 1,583,000 169,000 - 8/17/94 NewOrleans/I-10 - 784,000 1,470,000 219,000 - 8/17/94 NorthBrunswick/HowLane - 1,238,000 2,323,000 130,000 - 8/17/94 Suitland/St.BarnabasRd - 1,530,000 2,913,000 349,000 - 9/15/94 Huntsville/OldMonroviaRoad - 613,000 1,157,000 252,000 - 9/27/94 WestHaven/BullHillLane - 455,000 873,000 5,308,000 - 9/30/94 Alexandria/S.Pickett - 1,550,000 2,879,000 250,000 - 9/30/94 Aloha/S.W.Shaw - 805,000 1,495,000 144,000 - 9/30/94 Arlington/Collins - 228,000 435,000 265,000 - 9/30/94 Austin/LamarBlvd - 781,000 1,452,000 161,000 - 9/30/94 Baltimore/HillenStreet - 580,000 1,095,000 277,000 - 9/30/94 Blackwood/ErialRoad - 774,000 1,437,000 130,000 - 9/30/94 Concord/Monument - 1,092,000 2,027,000 396,000 -
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation -------------- -------------- -------------- ------------- 1,359,000 3,694,000 5,053,000 1,339,000 1,437,000 3,615,000 5,052,000 1,500,000 630,000 1,817,000 2,447,000 805,000 807,000 2,146,000 2,953,000 957,000 1,555,000 2,590,000 4,145,000 810,000 1,099,000 2,959,000 4,058,000 1,271,000 950,000 2,546,000 3,496,000 1,118,000 921,000 2,422,000 3,343,000 1,062,000 630,000 3,422,000 4,052,000 2,440,000 840,000 2,342,000 3,182,000 1,033,000 375,000 1,203,000 1,578,000 578,000 1,764,000 4,430,000 6,194,000 1,816,000 414,000 1,136,000 1,550,000 509,000 525,000 1,527,000 2,052,000 675,000 653,000 1,981,000 2,634,000 908,000 718,000 1,861,000 2,579,000 778,000 898,000 2,300,000 3,198,000 963,000 643,000 1,757,000 2,400,000 759,000 669,000 1,900,000 2,569,000 485,000 461,000 1,464,000 1,925,000 772,000 1,080,000 2,776,000 3,856,000 1,135,000 348,000 939,000 1,287,000 408,000 568,000 1,467,000 2,035,000 611,000 578,000 1,460,000 2,038,000 594,000 726,000 1,873,000 2,599,000 760,000 672,000 1,801,000 2,473,000 759,000 1,062,000 2,629,000 3,691,000 1,035,000 1,313,000 3,479,000 4,792,000 1,415,000 525,000 1,497,000 2,022,000 666,000 1,965,000 4,671,000 6,636,000 1,052,000 1,330,000 3,349,000 4,679,000 1,322,000 690,000 1,754,000 2,444,000 721,000 195,000 733,000 928,000 408,000 669,000 1,725,000 2,394,000 707,000 497,000 1,455,000 1,952,000 631,000 663,000 1,678,000 2,341,000 668,000 936,000 2,579,000 3,515,000 1,089,000
F-51
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ Miniwarehouses 9/30/94 DaytonBch/N.NovaRoad - 396,000 735,000 158,000 - 9/30/94 Houston/Bellaire - 623,000 1,157,000 250,000 - 9/30/94 Houston/Highway6North - 1,120,000 2,083,000 250,000 - 9/30/94 LongBeach/SouthStreet - 1,778,000 3,307,000 356,000 - 9/30/94 MapleShade/Route38 - 994,000 1,846,000 217,000 - 9/30/94 Marlton/Route73N. - 938,000 1,742,000 86,000 - 9/30/94 Miami/S.W.119thAve - 656,000 1,221,000 73,000 - 9/30/94 Milwaukee/LoversLaneRd - 469,000 871,000 149,000 - 9/30/94 Montebello/E.Whittier - 383,000 732,000 170,000 - 9/30/94 Monterey/DelReyOaks - 1,093,000 1,897,000 129,000 - 9/30/94 Naperville/E.OgdenAve - 683,000 1,268,000 157,000 - 9/30/94 Rochester/LeeRoad - 469,000 871,000 246,000 - 9/30/94 SanAntonio/AustinHwy - 592,000 1,098,000 203,000 - 9/30/94 SanAntonio/NacogdochesRd - 571,000 1,060,000 248,000 - 9/30/94 SanFrancisco/MarinSt. - 1,227,000 2,339,000 1,230,000 - 9/30/94 SanFrancisco/10th&Howard - 1,423,000 2,668,000 268,000 - 9/30/94 SanRafael/MerrydaleRd - 1,705,000 3,165,000 220,000 - 9/30/94 SanRamon/SanRamonValley - 1,530,000 2,840,000 439,000 - 9/30/94 Sharonville/E.Kemper - 574,000 1,070,000 271,000 - 9/30/94 St.Petersburg/66ThSt. - 427,000 793,000 198,000 - 10/13/94 Carrollton/MarshLane - 770,000 1,437,000 1,417,000 - 10/13/94 Davie/StateRoad84 - 744,000 1,467,000 890,000 - 10/31/94 ShermanOaks/VanNuysBlvd - 1,278,000 2,461,000 943,000 - 12/19/94 SaltLakeCity/WestNorthTemple - 490,000 917,000 (47,000) - 12/28/94 LasVegas/JonesBlvd - 1,208,000 2,243,000 186,000 - 12/28/94 Milpitas/Watson - 1,575,000 2,925,000 267,000 - 12/28/94 Venice/Guthrie - 578,000 1,073,000 144,000 - 12/30/94 AppleValley/FoliageAve - 910,000 1,695,000 249,000 - 1/4/95 ChulaVista/MainStreet - 735,000 1,802,000 191,000 - 1/5/95 Pantego/WestPark - 315,000 735,000 161,000 - 1/12/95 Roswell/Alpharetta - 423,000 993,000 386,000 - 1/23/95 NorthBergen/Tonne - 1,564,000 3,772,000 364,000 - 1/23/95 SanLeandro/Hesperian - 734,000 1,726,000 145,000 - 1/24/95 Nashville/ElmHill - 338,000 791,000 384,000 - 2/3/95 Reno/S.MccarronBlvd - 1,080,000 2,537,000 194,000 - 2/15/95 LA/Sepulveda - 1,453,000 3,390,000 124,000 - 2/15/95 Lansing - 1,514,000 3,534,000 170,000 -
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation -------------- -------------- -------------- ------------- 339,000 950,000 1,289,000 418,000 534,000 1,496,000 2,030,000 619,000 960,000 2,493,000 3,453,000 1,036,000 1,525,000 3,916,000 5,441,000 1,523,000 852,000 2,205,000 3,057,000 877,000 804,000 1,962,000 2,766,000 773,000 563,000 1,387,000 1,950,000 548,000 402,000 1,087,000 1,489,000 466,000 329,000 956,000 1,285,000 413,000 903,000 2,216,000 3,119,000 917,000 585,000 1,523,000 2,108,000 604,000 402,000 1,184,000 1,586,000 525,000 507,000 1,386,000 1,893,000 603,000 489,000 1,390,000 1,879,000 573,000 1,372,000 3,424,000 4,796,000 1,358,000 1,222,000 3,137,000 4,359,000 1,263,000 1,462,000 3,628,000 5,090,000 1,451,000 1,312,000 3,497,000 4,809,000 1,424,000 492,000 1,423,000 1,915,000 585,000 366,000 1,052,000 1,418,000 463,000 1,022,000 2,602,000 3,624,000 998,000 638,000 2,463,000 3,101,000 951,000 1,424,000 3,258,000 4,682,000 1,313,000 385,000 975,000 1,360,000 206,000 1,035,000 2,602,000 3,637,000 1,007,000 1,351,000 3,416,000 4,767,000 1,318,000 495,000 1,300,000 1,795,000 522,000 780,000 2,074,000 2,854,000 830,000 735,000 1,993,000 2,728,000 866,000 315,000 896,000 1,211,000 409,000 423,000 1,379,000 1,802,000 580,000 1,552,000 4,148,000 5,700,000 1,570,000 734,000 1,871,000 2,605,000 713,000 338,000 1,175,000 1,513,000 609,000 1,080,000 2,731,000 3,811,000 1,052,000 1,454,000 3,513,000 4,967,000 1,127,000 1,515,000 3,703,000 5,218,000 1,199,000
F-52
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ Miniwarehouses 2/15/95 Pleasanton - 1,257,000 2,932,000 93,000 - 2/15/95 SchillerPark - 1,688,000 3,939,000 313,000 - 2/28/95 Amherst/Sheridan - 484,000 1,151,000 186,000 - 2/28/95 Burlingame/AdrianRd - 2,280,000 5,349,000 330,000 - 2/28/95 Chicago/ClarkStreet - 442,000 1,031,000 348,000 - 2/28/95 Decatur/FlatShoal - 970,000 2,288,000 454,000 - 2/28/95 Downey/Bellflower - 916,000 2,158,000 156,000 - 2/28/95 FederalWay/Pacific - 785,000 1,832,000 281,000 - 2/28/95 Kent/PacificHwy - 728,000 1,711,000 151,000 - 2/28/95 Kirkland - 1,254,000 2,932,000 225,000 - 2/28/95 LaPuente/ValleyBlvd - 591,000 1,390,000 233,000 - 2/28/95 Lynnwood/180thSt - 516,000 1,205,000 225,000 - 2/28/95 Miami/Biscayne - 1,313,000 3,076,000 138,000 - 2/28/95 Miami/Cloverleaf - 606,000 1,426,000 291,000 - 2/28/95 Milwaukie/40thStreet - 576,000 1,388,000 132,000 - 2/28/95 Palatine/Dundee - 698,000 1,643,000 294,000 - 2/28/95 Pinole/SanPablo - 639,000 1,502,000 261,000 - 2/28/95 Portland/N.Lombard - 812,000 1,900,000 220,000 - 2/28/95 SanJose/CapitolE - 1,215,000 2,852,000 154,000 - 2/28/95 SanJose/Mabury - 892,000 2,088,000 158,000 - 2/28/95 Smyrna/S.Cobb - 663,000 1,559,000 274,000 - 2/28/95 SouthGate/Firesto - 1,442,000 3,449,000 394,000 - 2/28/95 Tampa/S.Dale - 791,000 1,852,000 245,000 - 2/28/95 Vallejo/Lincoln - 445,000 1,052,000 220,000 - 2/28/95 Williamsville/Transit - 284,000 670,000 231,000 - 3/2/95 Burien/1StAveSouth - 763,000 1,783,000 303,000 - 3/2/95 Everett/Highway99 - 859,000 2,022,000 237,000 - 3/2/95 Kent/South238thStreet - 763,000 1,783,000 279,000 - 3/31/95 Cheverly/CentralAve - 911,000 2,164,000 191,000 - 5/1/95 Sandy/S.StateStreet - 1,043,000 2,442,000 (272,000) - 5/3/95 Largo/UlmertonRoa - 263,000 654,000 146,000 - 5/8/95 Dallas/W.Mockingbird - 1,440,000 3,371,000 173,000 - 5/8/95 EastPoint/Lakewood - 884,000 2,071,000 359,000 - 5/8/95 Fairfield/WesternStreet - 439,000 1,030,000 93,000 - 6/12/95 Baltimore/OldWaterloo - 769,000 1,850,000 154,000 - 6/12/95 MountainView/OldMiddlefield - 2,095,000 4,913,000 119,000 - 6/12/95 PleasantHill/Hookston - 766,000 1,848,000 115,000 -
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation -------------- -------------- -------------- ------------- 1,258,000 3,024,000 4,282,000 959,000 1,689,000 4,251,000 5,940,000 1,402,000 484,000 1,337,000 1,821,000 553,000 2,281,000 5,678,000 7,959,000 2,160,000 442,000 1,379,000 1,821,000 609,000 970,000 2,742,000 3,712,000 1,169,000 916,000 2,314,000 3,230,000 877,000 785,000 2,113,000 2,898,000 895,000 728,000 1,862,000 2,590,000 735,000 1,255,000 3,156,000 4,411,000 1,211,000 591,000 1,623,000 2,214,000 702,000 516,000 1,430,000 1,946,000 601,000 1,314,000 3,213,000 4,527,000 1,203,000 606,000 1,717,000 2,323,000 693,000 579,000 1,517,000 2,096,000 611,000 698,000 1,937,000 2,635,000 746,000 639,000 1,763,000 2,402,000 744,000 812,000 2,120,000 2,932,000 843,000 1,216,000 3,005,000 4,221,000 1,144,000 892,000 2,246,000 3,138,000 835,000 663,000 1,833,000 2,496,000 762,000 1,443,000 3,842,000 5,285,000 1,552,000 791,000 2,097,000 2,888,000 862,000 445,000 1,272,000 1,717,000 533,000 284,000 901,000 1,185,000 381,000 763,000 2,086,000 2,849,000 870,000 859,000 2,259,000 3,118,000 927,000 763,000 2,062,000 2,825,000 869,000 911,000 2,355,000 3,266,000 888,000 923,000 2,290,000 3,213,000 461,000 263,000 800,000 1,063,000 373,000 1,441,000 3,543,000 4,984,000 1,302,000 884,000 2,430,000 3,314,000 997,000 439,000 1,123,000 1,562,000 432,000 769,000 2,004,000 2,773,000 743,000 2,096,000 5,031,000 7,127,000 1,776,000 742,000 1,987,000 2,729,000 744,000
F-53
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ Miniwarehouses 6/30/95 Pacoima/PaxtonStreet 875,000 840,000 1,976,000 157,000 - 6/30/95 AltamonteSprings - 566,000 1,326,000 154,000 - 6/30/95 Beaverton/S.W.110 - 572,000 1,342,000 173,000 - 6/30/95 Bridgeton/Pennridge - 283,000 661,000 203,000 - 6/30/95 CherryHill/DobbsLane - 716,000 1,676,000 154,000 - 6/30/95 Dallas/AudeliaRoad - 1,166,000 2,725,000 863,000 - 6/30/95 EdgewaterPark/Route130 - 683,000 1,593,000 135,000 - 6/30/95 Elmhurst/LakeFrontageRd - 748,000 1,758,000 165,000 - 6/30/95 Fairfield/KingsHighway - 1,811,000 4,273,000 232,000 - 6/30/95 FortWorth/Hwy80 - 379,000 891,000 137,000 - 6/30/95 GrandPrairie/19th - 566,000 1,329,000 157,000 - 6/30/95 Greenfield/S.108th - 728,000 1,707,000 258,000 - 6/30/95 Houston/N.W.Freeway - 447,000 1,066,000 153,000 - 6/30/95 Houston/S.W.Freeway - 537,000 1,254,000 5,377,000 - 6/30/95 Independence/E.42nd - 438,000 1,023,000 183,000 - 6/30/95 Joliet/JeffersonStreet - 501,000 1,181,000 189,000 - 6/30/95 Lauderhill/StateRoad - 644,000 1,508,000 184,000 - 6/30/95 Lawrenceville/Brunswick - 841,000 1,961,000 132,000 - 6/30/95 Liverpool/OswegoRoad - 545,000 1,279,000 254,000 - 6/30/95 LosAngeles/BeverlyBlvd - 787,000 1,886,000 357,000 - 6/30/95 Markham/W.159ThPlace - 230,000 539,000 164,000 - 6/30/95 MiamiGardens - 823,000 1,929,000 216,000 - 6/30/95 Milwaukee/Brown - 358,000 849,000 209,000 - 6/30/95 OrangePark/BlandingBlvd - 394,000 918,000 239,000 - 6/30/95 Orlando/W.OakRidge - 698,000 1,642,000 247,000 - 6/30/95 Pasadena/E.Beltway - 757,000 1,767,000 161,000 - 6/30/95 Portland/Gantenbein - 537,000 1,262,000 180,000 - 6/30/95 Portland/Prescott - 647,000 1,509,000 188,000 - 6/30/95 Portland/S.E.92nd - 638,000 1,497,000 210,000 - 6/30/95 Richmond/Carlson - 865,000 2,025,000 303,000 - 6/30/95 Rochester/EastAve - 578,000 1,375,000 225,000 - 6/30/95 SanJose/BlossomHill - 1,467,000 3,444,000 199,000 - 6/30/95 Seattle/DelridgeWay - 760,000 1,779,000 240,000 - 6/30/95 St.Louis/PageServiceDrive - 531,000 1,241,000 192,000 - 6/30/95 St.Petersburg - 352,000 827,000 222,000 - 6/30/95 St.Petersburg/Joe'SCreek - 704,000 1,642,000 206,000 - 6/30/95 UpperChichester/MarketSt. - 569,000 1,329,000 135,000 -
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation -------------- -------------- -------------- ------------- 840,000 2,133,000 2,973,000 782,000 566,000 1,480,000 2,046,000 556,000 572,000 1,515,000 2,087,000 587,000 283,000 864,000 1,147,000 373,000 715,000 1,831,000 2,546,000 660,000 1,167,000 3,587,000 4,754,000 1,586,000 683,000 1,728,000 2,411,000 627,000 748,000 1,923,000 2,671,000 727,000 1,812,000 4,504,000 6,316,000 1,667,000 379,000 1,028,000 1,407,000 422,000 566,000 1,486,000 2,052,000 580,000 728,000 1,965,000 2,693,000 754,000 447,000 1,219,000 1,666,000 496,000 1,607,000 5,561,000 7,168,000 872,000 438,000 1,206,000 1,644,000 496,000 501,000 1,370,000 1,871,000 547,000 644,000 1,692,000 2,336,000 637,000 841,000 2,093,000 2,934,000 758,000 545,000 1,533,000 2,078,000 615,000 787,000 2,243,000 3,030,000 946,000 229,000 704,000 933,000 299,000 823,000 2,145,000 2,968,000 799,000 358,000 1,058,000 1,416,000 429,000 394,000 1,157,000 1,551,000 481,000 698,000 1,889,000 2,587,000 747,000 757,000 1,928,000 2,685,000 718,000 537,000 1,442,000 1,979,000 562,000 647,000 1,697,000 2,344,000 667,000 638,000 1,707,000 2,345,000 663,000 865,000 2,328,000 3,193,000 905,000 578,000 1,600,000 2,178,000 606,000 1,468,000 3,642,000 5,110,000 1,330,000 760,000 2,019,000 2,779,000 751,000 531,000 1,433,000 1,964,000 564,000 352,000 1,049,000 1,401,000 445,000 704,000 1,848,000 2,552,000 705,000 569,000 1,464,000 2,033,000 551,000
F-54
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ Miniwarehouses 7/13/95 Tarzana/BurbankBlvd - 2,895,000 6,823,000 387,000 - 7/31/95 MissionBay 3,495,000 1,617,000 3,785,000 491,000 - 7/31/95 SanJose/Tully 1,408,000 912,000 2,137,000 318,000 - 7/31/95 Livermore/Portola 1,140,000 921,000 2,157,000 204,000 - 7/31/95 Orlando/Lakehurst 849,000 450,000 1,063,000 176,000 - 7/31/95 CastroValley/Grove - 757,000 1,772,000 106,000 - 7/31/95 Chicago/WabashAve - 645,000 1,535,000 682,000 - 7/31/95 Honolulu/Kaneohe - 1,215,000 2,846,000 2,057,000 - 7/31/95 HuntingtonBch/Gotham - 765,000 1,808,000 176,000 - 7/31/95 LasVegas/Decatur - 1,147,000 2,697,000 356,000 - 7/31/95 Marietta/CantonRoad - 600,000 1,423,000 252,000 - 7/31/95 Pleasanton/Stanley - 1,624,000 3,811,000 210,000 - 7/31/95 Springfield/Parker - 765,000 1,834,000 155,000 - 7/31/95 Tucker/Lawrenceville - 630,000 1,480,000 204,000 - 7/31/95 Wheeling/Hintz - 450,000 1,054,000 147,000 - 8/1/95 Decatur/Covington - 720,000 1,694,000 214,000 - 8/1/95 Gresham/Division - 607,000 1,428,000 116,000 - 8/1/95 Tucker/Lawrenceville - 600,000 1,405,000 271,000 - 8/11/95 StudioCity/Ventura - 1,285,000 3,015,000 160,000 - 8/12/95 Smyrna/HargroveRoad - 1,020,000 3,038,000 377,000 - 9/1/95 Hayward/MissionBlvd - 1,020,000 2,383,000 179,000 - 9/1/95 LasVegas/Rainbow - 1,050,000 2,459,000 122,000 - 9/1/95 MountainView/Reng - 945,000 2,216,000 159,000 - 9/1/95 NewCastle/DupontParkway - 990,000 2,369,000 176,000 - 9/1/95 ParkCity/Belvider - 600,000 1,405,000 111,000 - 9/1/95 SimiValley/LosAngeles - 1,590,000 3,724,000 219,000 - 9/1/95 SpringValley/Foreman - 1,095,000 2,572,000 170,000 - 9/1/95 Venice/Cadillac - 930,000 2,182,000 238,000 - 9/6/95 Darien/FrontageRoad - 975,000 2,321,000 108,000 - 9/30/95 Carson - 375,000 735,000 160,000 428,000 9/30/95 DelAmo - 474,000 742,000 166,000 922,000 9/30/95 Downey - 191,000 317,000 192,000 825,000 9/30/95 HuntingtonBeach - 176,000 321,000 215,000 738,000 9/30/95 MontereyPark - 124,000 346,000 147,000 782,000 9/30/95 VanNuys/Balboa - 295,000 657,000 149,000 1,148,000 9/30/95 VanNuys/BalboaBlvd - 1,920,000 4,504,000 376,000 - 9/30/95 Whittier - 215,000 384,000 247,000 781,000
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation -------------- -------------- -------------- ------------- 2,896,000 7,209,000 10,105,000 2,711,000 1,618,000 4,275,000 5,893,000 1,657,000 912,000 2,455,000 3,367,000 933,000 921,000 2,361,000 3,282,000 879,000 450,000 1,239,000 1,689,000 479,000 757,000 1,878,000 2,635,000 677,000 645,000 2,217,000 2,862,000 1,092,000 2,134,000 3,984,000 6,118,000 1,288,000 765,000 1,984,000 2,749,000 763,000 1,148,000 3,052,000 4,200,000 1,128,000 600,000 1,675,000 2,275,000 677,000 1,625,000 4,020,000 5,645,000 1,452,000 765,000 1,989,000 2,754,000 746,000 630,000 1,684,000 2,314,000 668,000 450,000 1,201,000 1,651,000 466,000 720,000 1,908,000 2,628,000 750,000 607,000 1,544,000 2,151,000 578,000 600,000 1,676,000 2,276,000 698,000 1,286,000 3,174,000 4,460,000 1,140,000 1,020,000 3,415,000 4,435,000 1,194,000 1,020,000 2,562,000 3,582,000 919,000 1,050,000 2,581,000 3,631,000 922,000 945,000 2,375,000 3,320,000 846,000 990,000 2,545,000 3,535,000 916,000 600,000 1,516,000 2,116,000 553,000 1,591,000 3,942,000 5,533,000 1,403,000 1,095,000 2,742,000 3,837,000 985,000 930,000 2,420,000 3,350,000 915,000 975,000 2,429,000 3,404,000 893,000 375,000 1,323,000 1,698,000 434,000 474,000 1,830,000 2,304,000 864,000 191,000 1,334,000 1,525,000 492,000 176,000 1,274,000 1,450,000 461,000 124,000 1,275,000 1,399,000 504,000 295,000 1,954,000 2,249,000 760,000 1,921,000 4,879,000 6,800,000 1,511,000 215,000 1,412,000 1,627,000 493,000
F-55
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ Miniwarehouses 10/31/95 Chicago/W.47thStreet - 300,000 708,000 220,000 - 10/31/95 LosAngeles/Eastern - 455,000 1,070,000 153,000 - 10/31/95 SanLorenzo/Hesperian - 1,590,000 3,716,000 390,000 - 11/15/95 CitrusHeights/Sunrise - 520,000 1,213,000 147,000 - 11/15/95 CostaMesa - 522,000 1,218,000 72,000 - 11/15/95 Modesto/BriggsmoreAve - 470,000 1,097,000 120,000 - 11/15/95 Pacheco/BuchananCircle - 1,681,000 3,951,000 273,000 - 11/15/95 Plano/E.14th - 705,000 1,646,000 104,000 - 11/15/95 SoSanFrancisco/Spruce - 1,905,000 4,444,000 347,000 - 11/16/95 DelrayBeach - 600,000 1,407,000 172,000 - 11/16/95 PalmBeachGardens - 657,000 1,540,000 154,000 - 1/1/96 BedfordHts/Miles - 835,000 1,577,000 301,000 929,000 1/1/96 Bensenville/YorkRd - 667,000 1,602,000 213,000 895,000 1/1/96 Bowie/Woodcliff - 718,000 2,336,000 111,000 1,292,000 1/1/96 Clinton/MalcolmRoad - 593,000 2,123,000 239,000 1,187,000 1/1/96 Coram/MiddleCount - 507,000 1,421,000 124,000 792,000 1/1/96 Denver/SQuebec - 1,849,000 1,941,000 195,000 1,086,000 1/1/96 DesMoines - 448,000 1,350,000 112,000 768,000 1/1/96 Englewood/Federal - 481,000 1,395,000 133,000 777,000 1/1/96 Houston/FM1960 - 635,000 1,294,000 223,000 783,000 1/1/96 Houston/Westheimer - 1,508,000 2,274,000 265,000 1,304,000 1/1/96 Hyattsville/Kenilworth - 509,000 1,757,000 155,000 1,000,000 1/1/96 Kent/MilitaryTrail - 409,000 1,670,000 195,000 956,000 1/1/96 Livonia/Newburgh - 635,000 1,407,000 126,000 783,000 1/1/96 Louisville/Preston - 211,000 1,060,000 88,000 594,000 1/1/96 MapleShade/Fellowship - 331,000 1,421,000 143,000 803,000 1/1/96 MerrionettePark - 818,000 2,020,000 120,000 1,122,000 1/1/96 Milwaukee/S.84th - 444,000 1,868,000 302,000 1,091,000 1/1/96 OrlandHills/W.159th - 917,000 2,392,000 260,000 1,342,000 1/1/96 Oxonhill/Indianhead - 772,000 2,017,000 282,000 1,141,000 1/1/96 Sacramento/N.16th - 582,000 2,610,000 172,000 1,466,000 1/1/96 SanJose/AbornRoad - 615,000 1,342,000 100,000 759,000 1/1/96 SanPablo/SanPablo - 565,000 1,232,000 154,000 713,000 1/1/96 Sewell/Rts.553 - 323,000 1,138,000 137,000 658,000 1/1/96 Sunland/SunlandBlvd. - 631,000 1,965,000 103,000 1,090,000 1/1/96 Tigard/S.W.Pacific - 633,000 1,206,000 136,000 705,000 1/1/96 Turnersville/Black - 165,000 1,360,000 138,000 758,000
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation -------------- -------------- -------------- ------------- 300,000 928,000 1,228,000 342,000 455,000 1,223,000 1,678,000 415,000 1,591,000 4,105,000 5,696,000 1,244,000 520,000 1,360,000 1,880,000 499,000 522,000 1,290,000 1,812,000 444,000 470,000 1,217,000 1,687,000 436,000 1,682,000 4,223,000 5,905,000 1,401,000 705,000 1,750,000 2,455,000 587,000 1,906,000 4,790,000 6,696,000 1,620,000 600,000 1,579,000 2,179,000 603,000 657,000 1,694,000 2,351,000 625,000 835,000 2,807,000 3,642,000 838,000 667,000 2,710,000 3,377,000 827,000 718,000 3,739,000 4,457,000 980,000 593,000 3,549,000 4,142,000 923,000 507,000 2,337,000 2,844,000 673,000 1,850,000 3,221,000 5,071,000 964,000 448,000 2,230,000 2,678,000 674,000 481,000 2,305,000 2,786,000 725,000 635,000 2,300,000 2,935,000 741,000 1,509,000 3,842,000 5,351,000 1,134,000 509,000 2,912,000 3,421,000 833,000 409,000 2,821,000 3,230,000 822,000 635,000 2,316,000 2,951,000 664,000 211,000 1,742,000 1,953,000 525,000 331,000 2,367,000 2,698,000 677,000 818,000 3,262,000 4,080,000 973,000 444,000 3,261,000 3,705,000 892,000 917,000 3,994,000 4,911,000 1,207,000 772,000 3,440,000 4,212,000 967,000 582,000 4,248,000 4,830,000 1,020,000 615,000 2,201,000 2,816,000 681,000 565,000 2,099,000 2,664,000 609,000 323,000 1,933,000 2,256,000 586,000 631,000 3,158,000 3,789,000 864,000 633,000 2,047,000 2,680,000 628,000 165,000 2,256,000 2,421,000 666,000
F-56
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ Miniwarehouses 1/1/96 W.Hollywood/SantaMonica - 3,415,000 4,577,000 250,000 2,552,000 1/1/96 Waterbury/Captain - 434,000 2,089,000 151,000 1,162,000 1/3/96 SanGabriel - 1,005,000 2,345,000 232,000 - 1/5/96 SanFrancisco,SecondSt. - 2,880,000 6,814,000 201,000 - 1/12/96 SanAntonio,TX - 912,000 2,170,000 96,000 - 2/29/96 Brandon,FL/WBrandonBlvd. - 1,928,000 4,523,000 913,000 - 2/29/96 CoralSpringsFL/WSampleRd. - 3,480,000 8,148,000 244,000 - 2/29/96 DelrayBeachFL/SMilitaryTr. - 941,000 2,222,000 191,000 - 2/29/96 JupiterFL/MilitaryTrail - 2,280,000 5,347,000 323,000 - 2/29/96 LakeWorth,FL/S.MilitaryTr. - 1,782,000 4,723,000 177,000 - 2/29/96 LakeworthFL/LakeWorthRd - 737,000 1,742,000 170,000 - 2/29/96 Naples,FL/OldUS41 - 849,000 2,016,000 171,000 - 2/29/96 NewPortRichey/StateRd54 - 857,000 2,025,000 192,000 - 2/29/96 SanfordFL/SOrlandoDr - 734,000 1,749,000 1,965,000 - 3/8/96 Atlanta/Roswell - 898,000 3,649,000 112,000 - 3/31/96 Baltimore - 842,000 2,180,000 208,000 - 3/31/96 Carrollton - 578,000 1,495,000 110,000 - 3/31/96 Dallas - 315,000 810,000 1,733,000 - 3/31/96 Houston - 543,000 1,402,000 125,000 - 3/31/96 Houston - 669,000 1,724,000 472,000 - 3/31/96 Irvine - 1,920,000 4,975,000 576,000 - 3/31/96 Jacksonville - 713,000 1,845,000 218,000 - 3/31/96 Milwaukee - 542,000 1,402,000 118,000 - 3/31/96 NewHaven - 740,000 1,907,000 (202,000) - 3/31/96 Oakland - 1,065,000 2,764,000 283,000 - 3/31/96 Plano - 650,000 1,682,000 132,000 - 3/31/96 Randallstown - 1,359,000 3,527,000 261,000 - 3/31/96 Saratoga - 2,339,000 6,081,000 150,000 - 3/31/96 Torrance - 1,415,000 3,675,000 175,000 - 4/1/96 Chicago/Pulaski - 764,000 1,869,000 164,000 - 4/1/96 Houston/Westheimer - 1,390,000 3,402,000 4,226,000 - 4/1/96 LasVegas/DesertInn - 1,115,000 2,729,000 119,000 - 4/1/96 Rockville/Randolph - 1,153,000 2,823,000 166,000 - 4/1/96 SimiValley/EastStreet - 970,000 2,374,000 70,000 - 4/1/96 St.Louis/BarrettStationRoad - 630,000 1,542,000 115,000 - 4/1/96 Torrance/Crenshaw - 916,000 2,243,000 122,000 - 4/1/96 Weymouth - 485,000 1,187,000 169,000 -
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation -------------- -------------- -------------- ------------- 3,417,000 7,377,000 10,794,000 2,151,000 434,000 3,402,000 3,836,000 865,000 1,005,000 2,577,000 3,582,000 960,000 2,881,000 7,014,000 9,895,000 2,321,000 912,000 2,266,000 3,178,000 761,000 1,929,000 5,435,000 7,364,000 2,280,000 3,482,000 8,390,000 11,872,000 2,703,000 941,000 2,413,000 3,354,000 855,000 2,281,000 5,669,000 7,950,000 1,840,000 1,783,000 4,899,000 6,682,000 1,605,000 737,000 1,912,000 2,649,000 685,000 849,000 2,187,000 3,036,000 747,000 857,000 2,217,000 3,074,000 755,000 975,000 3,473,000 4,448,000 1,149,000 898,000 3,761,000 4,659,000 1,211,000 842,000 2,388,000 3,230,000 798,000 578,000 1,605,000 2,183,000 552,000 315,000 2,543,000 2,858,000 518,000 543,000 1,527,000 2,070,000 531,000 669,000 2,196,000 2,865,000 797,000 1,921,000 5,550,000 7,471,000 1,804,000 713,000 2,063,000 2,776,000 717,000 542,000 1,520,000 2,062,000 530,000 668,000 1,777,000 2,445,000 617,000 1,065,000 3,047,000 4,112,000 1,051,000 650,000 1,814,000 2,464,000 631,000 1,360,000 3,787,000 5,147,000 1,257,000 2,340,000 6,230,000 8,570,000 1,976,000 1,416,000 3,849,000 5,265,000 1,249,000 764,000 2,033,000 2,797,000 626,000 1,391,000 7,627,000 9,018,000 2,237,000 1,116,000 2,847,000 3,963,000 877,000 1,154,000 2,988,000 4,142,000 879,000 970,000 2,444,000 3,414,000 715,000 630,000 1,657,000 2,287,000 497,000 916,000 2,365,000 3,281,000 691,000 485,000 1,356,000 1,841,000 379,000
F-57
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ Miniwarehouses 4/3/96 Naples - 1,187,000 2,809,000 227,000 - 6/26/96 BocaRaton - 3,180,000 7,468,000 1,227,000 - 6/28/96 Venice - 669,000 1,575,000 163,000 - 6/30/96 BedfordPark - 606,000 1,419,000 211,000 - 6/30/96 Brooklyn - 783,000 1,830,000 467,000 - 6/30/96 LasVegas - 921,000 2,155,000 193,000 - 6/30/96 LosAngeles - 692,000 1,616,000 106,000 - 6/30/96 Newark - 1,051,000 2,458,000 119,000 - 6/30/96 SilverSpring - 1,513,000 3,535,000 259,000 - 7/2/96 GlenBurnie/FurnaceBrRd - 1,755,000 4,150,000 185,000 - 7/22/96 Lakewood/WHampton - 717,000 2,092,000 80,000 - 8/13/96 Norcross/HolcombBridgeRd - 955,000 3,117,000 126,000 - 9/5/96 SpringValley/SPascackrd - 1,260,000 2,966,000 308,000 - 9/16/96 CanogaPark/ShermanWay - 1,543,000 3,716,000 558,000 - 9/16/96 ColoradoSprings/TomahDrive - 731,000 1,759,000 114,000 - 9/16/96 Dallas/RoyalLane - 1,008,000 2,426,000 211,000 - 9/16/96 Denver/W.Hampden - 1,084,000 2,609,000 164,000 - 9/16/96 Fairfield/DixieHighway - 427,000 1,046,000 122,000 - 9/16/96 FortWorth/Brentwood - 823,000 2,016,000 140,000 - 9/16/96 Glendale/SanFernandoRoad - 2,500,000 6,124,000 171,000 - 9/16/96 Greenbrook/Route22 - 1,227,000 2,954,000 278,000 - 9/16/96 Houston/GulfFreeway - 701,000 1,718,000 3,304,000 - 9/16/96 Houston/Harwin - 549,000 1,344,000 165,000 - 9/16/96 Houston/W.MontgomeryRd. - 524,000 1,261,000 203,000 - 9/16/96 Irvine/CowanStreet - 1,890,000 4,631,000 229,000 - 9/16/96 Jacksonville/SouthLaneAve. - 554,000 1,334,000 228,000 - 9/16/96 LasVegas/BoulderHwy. - 947,000 2,279,000 303,000 - 9/16/96 LasVegas/S.DecaturBlvd. - 1,037,000 2,539,000 153,000 - 9/16/96 Lewisville/S.Stemmons - 603,000 1,451,000 141,000 - 9/16/96 Littleton/SouthparkWay - 922,000 2,221,000 278,000 - 9/16/96 Mesa/CountryClubDrive - 701,000 1,718,000 205,000 - 9/16/96 Monsey/Route59 - 1,068,000 2,572,000 145,000 - 9/16/96 NewportNews/WarwickBlvd. - 575,000 1,385,000 166,000 - 9/16/96 Petaluma/BaywoodDrive - 861,000 2,074,000 167,000 - 9/16/96 RichlandHills/AirportFwy. - 473,000 1,158,000 208,000 - 9/16/96 SanFrancisco/GearyBlvd. - 2,957,000 7,244,000 307,000 - 9/16/96 SantaRosa/SantaRosaAve. - 575,000 1,385,000 113,000 -
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation -------------- -------------- -------------- ------------- 1,188,000 3,035,000 4,223,000 1,059,000 3,181,000 8,694,000 11,875,000 2,786,000 669,000 1,738,000 2,407,000 613,000 606,000 1,630,000 2,236,000 581,000 783,000 2,297,000 3,080,000 864,000 921,000 2,348,000 3,269,000 791,000 692,000 1,722,000 2,414,000 573,000 1,051,000 2,577,000 3,628,000 820,000 1,514,000 3,793,000 5,307,000 1,251,000 1,756,000 4,334,000 6,090,000 1,356,000 716,000 2,173,000 2,889,000 672,000 955,000 3,243,000 4,198,000 1,005,000 1,261,000 3,273,000 4,534,000 1,094,000 1,544,000 4,273,000 5,817,000 1,285,000 731,000 1,873,000 2,604,000 590,000 1,008,000 2,637,000 3,645,000 839,000 1,084,000 2,773,000 3,857,000 843,000 427,000 1,168,000 1,595,000 367,000 823,000 2,156,000 2,979,000 690,000 2,501,000 6,294,000 8,795,000 1,835,000 1,228,000 3,231,000 4,459,000 1,008,000 701,000 5,022,000 5,723,000 922,000 549,000 1,509,000 2,058,000 498,000 524,000 1,464,000 1,988,000 491,000 1,891,000 4,859,000 6,750,000 1,474,000 554,000 1,562,000 2,116,000 530,000 947,000 2,582,000 3,529,000 798,000 1,037,000 2,692,000 3,729,000 827,000 603,000 1,592,000 2,195,000 530,000 922,000 2,499,000 3,421,000 787,000 701,000 1,923,000 2,624,000 605,000 1,068,000 2,717,000 3,785,000 817,000 575,000 1,551,000 2,126,000 507,000 861,000 2,241,000 3,102,000 698,000 473,000 1,366,000 1,839,000 464,000 2,958,000 7,550,000 10,508,000 2,229,000 575,000 1,498,000 2,073,000 469,000
F-58
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ Miniwarehouses 9/16/96 Sarasota/S.TamiamiTrail - 584,000 1,407,000 3,169,000 - 9/16/96 Tempe/McKellipsRoad - 823,000 1,972,000 244,000 - 9/16/96 WillowGrove/MarylandRoad - 673,000 1,620,000 110,000 - 10/11/96 Chesapeake/MilitaryHwy - 912,000 1,974,000 401,000 - 10/11/96 Hampton/PembrokeRoad - 1,080,000 2,346,000 (203,000) - 10/11/96 Norfolk/WidgeonRoad - 1,110,000 2,405,000 (329,000) - 10/11/96 Orlando/EOakridgeRd - 927,000 2,020,000 242,000 - 10/11/96 Orlando/SouthHwy17-92 - 1,170,000 2,549,000 189,000 - 10/11/96 Richmond/BloomLane - 1,188,000 2,512,000 (177,000) - 10/11/96 Richmond/MidlothianPark - 762,000 1,588,000 487,000 - 10/11/96 Roanoke/PetersCreekRoad - 819,000 1,776,000 262,000 - 10/11/96 VirginiaBeach/SouthernBlvd - 282,000 610,000 246,000 - 10/25/96 Austin/Renelli - 1,710,000 3,990,000 252,000 - 10/25/96 Austin/Santiago - 900,000 2,100,000 209,000 - 10/25/96 Dallas/DentonDrive - 900,000 2,100,000 135,000 - 10/25/96 Dallas/EastN.W.Highway - 698,000 1,628,000 175,000 - 10/25/96 Houston/Hempstead - 518,000 1,207,000 257,000 - 10/25/96 Pasadena/So.Shaver - 420,000 980,000 224,000 - 10/31/96 Houston/JoelWheatonRd - 465,000 1,085,000 207,000 - 10/31/96 MtHolly/541Bypass - 360,000 840,000 221,000 - 11/13/96 TownEast/Mesquite - 330,000 770,000 133,000 - 11/14/96 BossierCityLA - 633,000 1,488,000 (134,000) - 12/5/96 LakeForest/BakeParkway - 971,000 2,173,000 576,000 - 12/16/96 Arlington/S.WatsonRd. - 930,000 2,170,000 448,000 - 12/16/96 CherryHill/OldCuthbert - 645,000 1,505,000 410,000 - 12/16/96 OklahomaCity/SSantaFe - 360,000 840,000 171,000 - 12/16/96 OklahomaCity/S.May - 360,000 840,000 153,000 - 12/16/96 OklahomaCity/SW74th - 375,000 875,000 115,000 - 12/16/96 Richardson/E.Arapaho - 1,290,000 3,010,000 299,000 - 12/23/96 Alsip/115thStreet - 750,000 1,848,000 1,919,000 - 12/23/96 Arlington/Algonquin - 991,000 2,569,000 384,000 - 12/23/96 Auburn/RStreet - 690,000 1,700,000 199,000 - 12/23/96 BedfordPark/Cicero - 1,321,000 3,426,000 298,000 - 12/23/96 Broadview/S.25thAvenue - 1,289,000 3,257,000 303,000 - 12/23/96 Carmichael/FairOaks - 809,000 2,045,000 215,000 - 12/23/96 Clifton/BroadStreet - 1,411,000 3,659,000 155,000 - 12/23/96 Dallas/LemmonAve. - 1,710,000 4,214,000 150,000 -
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation -------------- -------------- -------------- ------------- 584,000 4,576,000 5,160,000 475,000 823,000 2,216,000 3,039,000 704,000 673,000 1,730,000 2,403,000 532,000 912,000 2,375,000 3,287,000 857,000 914,000 2,309,000 3,223,000 469,000 908,000 2,278,000 3,186,000 479,000 927,000 2,262,000 3,189,000 730,000 1,171,000 2,737,000 3,908,000 879,000 995,000 2,528,000 3,523,000 541,000 762,000 2,075,000 2,837,000 834,000 819,000 2,038,000 2,857,000 696,000 282,000 856,000 1,138,000 367,000 1,711,000 4,241,000 5,952,000 1,324,000 900,000 2,309,000 3,209,000 758,000 900,000 2,235,000 3,135,000 722,000 698,000 1,803,000 2,501,000 593,000 518,000 1,464,000 1,982,000 532,000 420,000 1,204,000 1,624,000 415,000 465,000 1,292,000 1,757,000 447,000 360,000 1,061,000 1,421,000 360,000 330,000 903,000 1,233,000 313,000 557,000 1,430,000 1,987,000 316,000 973,000 2,747,000 3,720,000 719,000 930,000 2,618,000 3,548,000 943,000 645,000 1,915,000 2,560,000 635,000 360,000 1,011,000 1,371,000 354,000 360,000 993,000 1,353,000 351,000 375,000 990,000 1,365,000 342,000 1,291,000 3,308,000 4,599,000 1,008,000 750,000 3,767,000 4,517,000 849,000 991,000 2,953,000 3,944,000 938,000 690,000 1,899,000 2,589,000 617,000 1,322,000 3,723,000 5,045,000 1,135,000 1,290,000 3,559,000 4,849,000 1,062,000 809,000 2,260,000 3,069,000 706,000 1,412,000 3,813,000 5,225,000 1,130,000 1,711,000 4,363,000 6,074,000 1,305,000
F-59
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ Miniwarehouses 12/23/96 Decatur/Covington - 930,000 2,292,000 201,000 - 12/23/96 DenverEastEvans - 1,740,000 4,288,000 197,000 - 12/23/96 EagleRock/Colorado - 330,000 813,000 383,000 - 12/23/96 Englewood/Costilla - 1,739,000 4,393,000 129,000 - 12/23/96 FederalHeights/W.48thAve. - 720,000 1,774,000 120,000 - 12/23/96 ForestPark/JonesboroRd. - 540,000 1,331,000 159,000 - 12/23/96 Ft.Lauderdale/Powerline - 660,000 1,626,000 292,000 - 12/23/96 Ft.Lauderdale/StateRoad - 1,199,000 3,030,000 223,000 - 12/23/96 GreenAcres/JogRoad - 600,000 1,479,000 137,000 - 12/23/96 Hillside/Glenwood - 563,000 4,051,000 300,000 - 12/23/96 Kent/PacificHwySouth - 930,000 2,292,000 154,000 - 12/23/96 LakeWorth/LkWorth - 1,111,000 2,880,000 222,000 - 12/23/96 LasVegas/Charleston - 1,049,000 2,651,000 142,000 - 12/23/96 LasVegas/SouthArvill - 929,000 2,348,000 132,000 - 12/23/96 Lilburn/BeaverRuinRoad - 600,000 1,515,000 170,000 - 12/23/96 LosAngeles/SantaMonica - 3,328,000 8,407,000 231,000 - 12/23/96 Madison/GallatinRoad - 780,000 1,922,000 243,000 - 12/23/96 MangoniaPark/AustralianAve. - 840,000 2,070,000 182,000 - 12/23/96 Napa/Industrial - 660,000 1,666,000 137,000 - 12/23/96 Nashville/DickersonPike - 990,000 2,440,000 183,000 - 12/23/96 OverlandPark/Mastin - 990,000 2,440,000 3,218,000 - 12/23/96 Philadelphia/Byberry - 1,019,000 2,575,000 167,000 - 12/23/96 Philadelphia/Oxford - 900,000 2,218,000 173,000 - 12/23/96 Phoenix/19thAvenue - 991,000 2,569,000 224,000 - 12/23/96 Pittsburgh/CaliforniaAve. - 630,000 1,552,000 119,000 - 12/23/96 PlymouthMeeting/Chemical - 1,109,000 2,802,000 155,000 - 12/23/96 PompanoBeach/S.DixieHwy. - 930,000 2,292,000 341,000 - 12/23/96 PompanoBeach/SampleRoad - 1,320,000 3,253,000 162,000 - 12/23/96 Portland/DivisionStreet - 989,000 2,499,000 152,000 - 12/23/96 Portland/N.E.71stAvenue - 869,000 2,196,000 238,000 - 12/23/96 Renton174thSt. - 960,000 2,366,000 229,000 - 12/23/96 Sacramento/Northgate - 1,021,000 2,647,000 146,000 - 12/23/96 Seattle/15thAvenue - 781,000 2,024,000 170,000 - 12/23/96 Seattle/PacificHwy.South - 689,000 1,742,000 201,000 - 12/23/96 Southington/Spring - 811,000 2,102,000 147,000 - 12/23/96 Tampa/15thStreet - 420,000 1,060,000 256,000 - 12/23/96 Topeka/8thStreet - 150,000 370,000 161,000 -
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation -------------- -------------- -------------- ------------- 930,000 2,493,000 3,423,000 765,000 1,741,000 4,484,000 6,225,000 1,338,000 444,000 1,082,000 1,526,000 223,000 1,740,000 4,521,000 6,261,000 1,328,000 720,000 1,894,000 2,614,000 561,000 540,000 1,490,000 2,030,000 498,000 660,000 1,918,000 2,578,000 663,000 1,200,000 3,252,000 4,452,000 980,000 600,000 1,616,000 2,216,000 520,000 563,000 4,351,000 4,914,000 1,353,000 930,000 2,446,000 3,376,000 769,000 1,112,000 3,101,000 4,213,000 946,000 1,049,000 2,793,000 3,842,000 832,000 929,000 2,480,000 3,409,000 747,000 600,000 1,685,000 2,285,000 536,000 3,329,000 8,637,000 11,966,000 2,510,000 780,000 2,165,000 2,945,000 713,000 840,000 2,252,000 3,092,000 702,000 660,000 1,803,000 2,463,000 579,000 990,000 2,623,000 3,613,000 841,000 1,307,000 5,341,000 6,648,000 1,002,000 1,019,000 2,742,000 3,761,000 838,000 900,000 2,391,000 3,291,000 723,000 991,000 2,793,000 3,784,000 843,000 630,000 1,671,000 2,301,000 534,000 1,109,000 2,957,000 4,066,000 509,000 930,000 2,633,000 3,563,000 849,000 1,321,000 3,414,000 4,735,000 1,036,000 989,000 2,651,000 3,640,000 811,000 869,000 2,434,000 3,303,000 773,000 960,000 2,595,000 3,555,000 814,000 1,021,000 2,793,000 3,814,000 855,000 781,000 2,194,000 2,975,000 693,000 689,000 1,943,000 2,632,000 641,000 811,000 2,249,000 3,060,000 698,000 420,000 1,316,000 1,736,000 461,000 150,000 531,000 681,000 213,000
F-60
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ Miniwarehouses 12/23/96 UpperDarby/Lansdowne - 899,000 2,272,000 206,000 - 12/23/96 W.PalmBeach/Belvedere - 960,000 2,366,000 208,000 - 12/23/96 Warren/SchoenherrRd. - 749,000 1,894,000 184,000 - 12/23/96 Wheatridge/W.44thAvenue - 1,439,000 3,636,000 139,000 - 12/23/96 Whittier/Colima - 540,000 1,331,000 87,000 - 12/23/96 WinterSprings/W.St.Rte434 - 689,000 1,742,000 127,000 - 12/23/96 Wyndmoor/IvyHill - 2,160,000 5,323,000 233,000 - 12/30/96 Concorde/Treat - 1,396,000 3,258,000 133,000 - 12/30/96 SanMateo - 2,408,000 5,619,000 202,000 - 12/30/96 VirginiaBeach - 535,000 1,248,000 141,000 - 1/22/97 Austin,1033E.41Street - 257,000 3,633,000 79,000 - 4/12/97 Annandale/Backlick - 955,000 2,229,000 348,000 - 4/12/97 Antioch/SunsetDrive - 1,035,000 2,416,000 222,000 - 4/12/97 Aurora/Abilene - 1,406,000 3,280,000 383,000 - 4/12/97 Aurora/S.Idalia - 1,002,000 2,338,000 488,000 - 4/12/97 Berlin/WilburCross - 756,000 1,764,000 260,000 - 4/12/97 Burien/FirstAve.So. - 792,000 1,847,000 258,000 - 4/12/97 Campbell/S.Curtner - 2,550,000 5,950,000 684,000 - 4/12/97 Columbia/BroadRiverRd. - 121,000 282,000 167,000 - 4/12/97 Columbus/EastlandDrive - 602,000 1,405,000 236,000 - 4/12/97 Dallas/Winsted - 1,375,000 3,209,000 455,000 - 4/12/97 Denver/Blake - 602,000 1,405,000 193,000 - 4/12/97 Evansville/GreenRiverRoad - 470,000 1,096,000 161,000 - 4/12/97 Farmingdale/BroadHollowRd. - 1,568,000 3,658,000 555,000 - 4/12/97 FountainValley/Newhope - 1,137,000 2,653,000 334,000 - 4/12/97 Ft.Worth/WestFreeway - 667,000 1,556,000 253,000 - 4/12/97 Gaithersburg/ChristopherAve. - 972,000 2,268,000 280,000 - 4/12/97 Garland/Plano - 889,000 2,073,000 243,000 - 4/12/97 Indianapolis/LafayetteRoad - 682,000 1,590,000 299,000 - 4/12/97 Indianapolis/Route31 - 619,000 1,444,000 315,000 - 4/12/97 Livermore/S.FrontRoad - 876,000 2,044,000 197,000 - 4/12/97 Manchester/TollandTurnpike - 807,000 1,883,000 212,000 - 4/12/97 Peabody/NewburyStreet - 1,159,000 2,704,000 461,000 - 4/12/97 RanchoCordova/MatherField - 494,000 1,153,000 175,000 - 4/12/97 RanchoCordova/Sunrise - 1,048,000 2,445,000 375,000 - 4/12/97 SanJose/StoryRoad - 1,352,000 3,156,000 337,000 - 4/12/97 SantaCruz/Capitola - 1,037,000 2,420,000 318,000 -
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation - - -------------- -------------- -------------- ------------- 899,000 2,478,000 3,377,000 758,000 960,000 2,574,000 3,534,000 803,000 749,000 2,078,000 2,827,000 648,000 1,440,000 3,774,000 5,214,000 1,119,000 540,000 1,418,000 1,958,000 450,000 689,000 1,869,000 2,558,000 582,000 2,161,000 5,555,000 7,716,000 1,631,000 1,397,000 3,390,000 4,787,000 1,013,000 2,409,000 5,820,000 8,229,000 1,672,000 535,000 1,389,000 1,924,000 443,000 257,000 3,712,000 3,969,000 1,033,000 955,000 2,577,000 3,532,000 741,000 1,035,000 2,638,000 3,673,000 749,000 1,407,000 3,662,000 5,069,000 1,048,000 1,002,000 2,826,000 3,828,000 790,000 756,000 2,024,000 2,780,000 618,000 792,000 2,105,000 2,897,000 621,000 2,551,000 6,633,000 9,184,000 1,831,000 121,000 449,000 570,000 194,000 602,000 1,641,000 2,243,000 503,000 1,376,000 3,663,000 5,039,000 1,071,000 602,000 1,598,000 2,200,000 472,000 470,000 1,257,000 1,727,000 387,000 1,569,000 4,212,000 5,781,000 1,235,000 1,138,000 2,986,000 4,124,000 831,000 667,000 1,809,000 2,476,000 543,000 972,000 2,548,000 3,520,000 751,000 889,000 2,316,000 3,205,000 677,000 682,000 1,889,000 2,571,000 575,000 619,000 1,759,000 2,378,000 530,000 876,000 2,241,000 3,117,000 638,000 807,000 2,095,000 2,902,000 615,000 1,160,000 3,164,000 4,324,000 915,000 494,000 1,328,000 1,822,000 411,000 1,048,000 2,820,000 3,868,000 841,000 1,353,000 3,492,000 4,845,000 1,014,000 1,037,000 2,738,000 3,775,000 776,000
F-61
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ Miniwarehouses 4/12/97 Seattle/Aurora - 1,145,000 2,671,000 270,000 - 4/12/97 Slickerville/BlackHorsePike - 539,000 1,258,000 214,000 - 4/12/97 SugarLand/Eldridge - 705,000 1,644,000 224,000 - 4/12/97 Tyson'sCorner/SpringhillRd. - 3,861,000 9,010,000 1,238,000 - 4/12/97 Whittier/WhittierBlvd. - 648,000 1,513,000 162,000 - 6/25/97 Alexandria - 1,533,000 3,576,000 489,000 - 6/25/97 AllenPark - 953,000 2,223,000 536,000 - 6/25/97 Atlanta - 1,183,000 2,761,000 103,000 - 6/25/97 Aurora - 808,000 1,886,000 436,000 - 6/25/97 Austin - 813,000 1,897,000 83,000 - 6/25/97 Bellevue - 1,653,000 3,858,000 78,000 - 6/25/97 Bensalem - 1,159,000 2,705,000 88,000 - 6/25/97 Berlin - 825,000 1,925,000 296,000 - 6/25/97 Birmingham - 539,000 1,258,000 110,000 - 6/25/97 Carrollton - 441,000 1,029,000 45,000 - 6/25/97 Carrollton - 1,158,000 2,702,000 495,000 - 6/25/97 Chicago - 1,160,000 2,708,000 428,000 - 6/25/97 Chicoppe - 663,000 1,546,000 316,000 - 6/25/97 CitrusHeights - 642,000 1,244,000 509,000 - 6/25/97 Dallas - 699,000 1,631,000 74,000 - 6/25/97 Dallas - 1,627,000 3,797,000 658,000 - 6/25/97 Dallas/VilbigRd. - 508,000 1,184,000 230,000 - 6/25/97 Davie - 1,086,000 2,533,000 638,000 - 6/25/97 Davis - 628,000 1,465,000 231,000 - 6/25/97 Decatur - 951,000 2,220,000 404,000 - 6/25/97 Denver - 1,316,000 3,071,000 490,000 - 6/25/97 EastHazelCrest - 753,000 1,757,000 2,079,000 - 6/25/97 EastL.A./BoyleHeights - 957,000 2,232,000 492,000 - 6/25/97 Edmonds - 1,187,000 2,770,000 414,000 - 6/25/97 ElkGrove - 642,000 1,497,000 264,000 - 6/25/97 Evansville - 429,000 1,000,000 54,000 - 6/25/97 Fairfield - 740,000 1,727,000 53,000 - 6/25/97 FosterCity - 1,064,000 2,483,000 329,000 - 6/25/97 Garland - 486,000 1,135,000 64,000 - 6/25/97 Gretna - 1,069,000 2,494,000 438,000 - 6/25/97 HarborCity - 1,244,000 2,904,000 240,000 - 6/25/97 Houston/SouthDairyashford - 856,000 1,997,000 314,000 -
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation -------------- -------------- -------------- ------------- 1,146,000 2,940,000 4,086,000 840,000 539,000 1,472,000 2,011,000 470,000 705,000 1,868,000 2,573,000 564,000 3,863,000 10,246,000 14,109,000 2,891,000 648,000 1,675,000 2,323,000 475,000 1,534,000 4,064,000 5,598,000 1,109,000 953,000 2,759,000 3,712,000 765,000 1,184,000 2,863,000 4,047,000 821,000 808,000 2,322,000 3,130,000 631,000 813,000 1,980,000 2,793,000 562,000 1,654,000 3,935,000 5,589,000 1,119,000 1,160,000 2,792,000 3,952,000 780,000 825,000 2,221,000 3,046,000 600,000 539,000 1,368,000 1,907,000 408,000 441,000 1,074,000 1,515,000 316,000 1,159,000 3,196,000 4,355,000 907,000 1,161,000 3,135,000 4,296,000 886,000 663,000 1,862,000 2,525,000 566,000 642,000 1,753,000 2,395,000 561,000 699,000 1,705,000 2,404,000 505,000 1,628,000 4,454,000 6,082,000 1,262,000 508,000 1,414,000 1,922,000 421,000 1,086,000 3,171,000 4,257,000 897,000 628,000 1,696,000 2,324,000 487,000 951,000 2,624,000 3,575,000 745,000 1,317,000 3,560,000 4,877,000 994,000 1,237,000 3,352,000 4,589,000 1,116,000 957,000 2,724,000 3,681,000 756,000 1,188,000 3,183,000 4,371,000 893,000 642,000 1,761,000 2,403,000 500,000 401,000 1,082,000 1,483,000 321,000 740,000 1,780,000 2,520,000 499,000 1,064,000 2,812,000 3,876,000 766,000 486,000 1,199,000 1,685,000 356,000 1,069,000 2,932,000 4,001,000 868,000 1,245,000 3,143,000 4,388,000 940,000 856,000 2,311,000 3,167,000 648,000
F-62
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ Miniwarehouses 6/25/97 Houston/VeteransMemorialDr. - 458,000 1,070,000 188,000 - 6/25/97 Idianapolis - 471,000 1,098,000 116,000 - 6/25/97 Irving - 469,000 1,093,000 217,000 - 6/25/97 Jacksonville - 653,000 1,525,000 297,000 - 6/25/97 Kirkland-Totem - 2,131,000 4,972,000 181,000 - 6/25/97 L.A./VeniceBlvd. - 523,000 1,221,000 1,786,000 - 6/25/97 LaHabra - 822,000 1,918,000 61,000 - 6/25/97 LAX - 1,312,000 3,062,000 529,000 - 6/25/97 Lilburn - 507,000 1,182,000 343,000 - 6/25/97 Littleton - 1,340,000 3,126,000 491,000 - 6/25/97 Littleton - 868,000 2,026,000 462,000 - 6/25/97 Lombard - 1,527,000 3,564,000 1,740,000 - 6/25/97 LosAngeles/Olympic - 4,392,000 10,247,000 1,218,000 - 6/25/97 Louisville - 717,000 1,672,000 312,000 - 6/25/97 Lynnwood - 839,000 1,959,000 365,000 - 6/25/97 Metairie - 1,229,000 2,868,000 460,000 - 6/25/97 Miami - 1,762,000 4,111,000 846,000 - 6/25/97 Naperville - 1,108,000 2,585,000 373,000 - 6/25/97 Parma - 881,000 2,055,000 507,000 - 6/25/97 PelhamManor - 1,209,000 2,820,000 672,000 - 6/25/97 Philadelphia - 924,000 2,155,000 339,000 - 6/25/97 Plano - 1,369,000 3,193,000 438,000 - 6/25/97 Sacramento - 489,000 1,396,000 (195,000) - 6/25/97 Sacramento - 592,000 1,380,000 898,000 - 6/25/97 Sacramento/57thStreet - 869,000 2,029,000 475,000 - 6/25/97 SanDiego/16thStreet - 932,000 2,175,000 608,000 - 6/25/97 SanJose - 1,273,000 2,971,000 27,000 - 6/25/97 Seattle - 1,498,000 3,494,000 254,000 - 6/25/97 Spring - 461,000 1,077,000 214,000 - 6/25/97 Springfield/AlbanStation - 1,317,000 3,074,000 658,000 - 6/25/97 Stanton - 948,000 2,212,000 64,000 - 6/25/97 StatenIsland - 1,676,000 3,910,000 563,000 - 6/25/97 SterlingHeights - 766,000 1,787,000 454,000 - 6/25/97 Waipahu - 1,620,000 3,780,000 533,000 - 6/25/97 Westford - 857,000 1,999,000 95,000 - 6/25/97 WheatRidge - 1,054,000 2,459,000 354,000 - 8/13/97 SantaMonica/WilshireBlvd. - 2,040,000 4,760,000 266,000 -
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation - - -------------- -------------- -------------- ------------- 458,000 1,258,000 1,716,000 368,000 471,000 1,214,000 1,685,000 369,000 469,000 1,310,000 1,779,000 393,000 653,000 1,822,000 2,475,000 544,000 2,132,000 5,152,000 7,284,000 1,494,000 1,044,000 2,486,000 3,530,000 501,000 822,000 1,979,000 2,801,000 571,000 1,313,000 3,590,000 4,903,000 1,014,000 507,000 1,525,000 2,032,000 458,000 1,341,000 3,616,000 4,957,000 1,000,000 868,000 2,488,000 3,356,000 683,000 2,048,000 4,783,000 6,831,000 1,238,000 4,394,000 11,463,000 15,857,000 3,089,000 717,000 1,984,000 2,701,000 563,000 839,000 2,324,000 3,163,000 671,000 1,230,000 3,327,000 4,557,000 943,000 1,763,000 4,956,000 6,719,000 1,351,000 1,108,000 2,958,000 4,066,000 812,000 881,000 2,562,000 3,443,000 712,000 1,210,000 3,491,000 4,701,000 949,000 924,000 2,494,000 3,418,000 691,000 1,370,000 3,630,000 5,000,000 982,000 489,000 1,201,000 1,690,000 351,000 720,000 2,150,000 2,870,000 570,000 869,000 2,504,000 3,373,000 714,000 932,000 2,783,000 3,715,000 830,000 1,274,000 2,997,000 4,271,000 823,000 1,499,000 3,747,000 5,246,000 1,192,000 461,000 1,291,000 1,752,000 375,000 1,318,000 3,731,000 5,049,000 1,031,000 948,000 2,276,000 3,224,000 632,000 1,677,000 4,472,000 6,149,000 1,235,000 766,000 2,241,000 3,007,000 630,000 1,621,000 4,312,000 5,933,000 1,195,000 857,000 2,094,000 2,951,000 599,000 1,054,000 2,813,000 3,867,000 766,000 2,041,000 5,025,000 7,066,000 1,453,000
F-63
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ Miniwarehouses 10/1/97 Baltimore/YorkRoad - 1,538,000 1,952,000 363,000 708,000 10/1/97 BocaRaton/N.W.20 - 1,140,000 2,256,000 401,000 774,000 10/1/97 Bolingbrook - 737,000 1,776,000 254,000 617,000 10/1/97 BridgeWater/Main - 445,000 2,054,000 265,000 161,000 10/1/97 Bridgeport - 4,877,000 2,739,000 601,000 231,000 10/1/97 Burbank/SanFernando - 1,825,000 2,210,000 222,000 745,000 10/1/97 CarolStream/St.Charles - 185,000 1,187,000 186,000 418,000 10/1/97 DalyCity/Mission - 389,000 2,921,000 276,000 980,000 10/1/97 Denver/Leetsdale - 1,407,000 1,682,000 214,000 588,000 10/1/97 Denver/Sheridan - 429,000 1,105,000 184,000 401,000 10/1/97 Denver/TamaracPark - 2,545,000 1,692,000 417,000 662,000 10/1/97 DesPlaines/GolfRd - 1,363,000 3,093,000 223,000 238,000 10/1/97 Dublin/SanRamonRd - 942,000 1,999,000 162,000 155,000 10/1/97 Emeryville/BaySt - 1,602,000 1,830,000 190,000 627,000 10/1/97 Enfield/ElmStreet - 399,000 1,900,000 289,000 645,000 10/1/97 Forrestville/Penn. - 1,056,000 2,347,000 293,000 192,000 10/1/97 Fremont/WarmSprings - 848,000 2,885,000 247,000 227,000 10/1/97 Geneva/Roosevelt - 355,000 1,302,000 203,000 461,000 10/1/97 Gresham/Powell - 322,000 1,298,000 207,000 439,000 10/1/97 HydePark/RiverSt - 626,000 1,748,000 279,000 142,000 10/1/97 Justice/Industrial - 233,000 1,181,000 169,000 412,000 10/1/97 Kent/Central - 483,000 1,321,000 211,000 463,000 10/1/97 LakeOswego/N.State - 465,000 1,956,000 270,000 660,000 10/1/97 Lax/Imperial - 1,662,000 2,079,000 217,000 715,000 10/1/97 LosAngeles/Jefferson - 1,090,000 1,580,000 253,000 127,000 10/1/97 LosAngeles/Martin - 869,000 1,152,000 118,000 93,000 10/1/97 Lynn/Lynnway - 463,000 3,059,000 394,000 1,067,000 10/1/97 MadisonHeights - 428,000 1,686,000 2,055,000 565,000 10/1/97 Marietta/CobbPark - 420,000 1,131,000 302,000 426,000 10/1/97 Marietta/AustellRd - 398,000 1,326,000 265,000 462,000 10/1/97 Mercer/ParksideAve - 359,000 1,763,000 224,000 142,000 10/1/97 Milwaukee/Appleton - 324,000 1,385,000 240,000 488,000 10/1/97 Monterey/DelRey - 257,000 1,048,000 220,000 360,000 10/1/97 MortonGrove/Wauke - 2,658,000 3,232,000 3,635,000 (412,000) 10/1/97 MountlakeTerrace - 1,017,000 1,783,000 240,000 605,000 10/1/97 NorthHollywood/Vine - 906,000 2,379,000 184,000 185,000 10/1/97 Norwalk/HoytStreet - 2,369,000 3,049,000 540,000 255,000
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation -------------- -------------- -------------- ------------- 1,539,000 3,022,000 4,561,000 899,000 1,141,000 3,430,000 4,571,000 946,000 737,000 2,647,000 3,384,000 789,000 445,000 2,480,000 2,925,000 705,000 4,879,000 3,569,000 8,448,000 1,119,000 1,826,000 3,176,000 5,002,000 934,000 185,000 1,791,000 1,976,000 533,000 389,000 4,177,000 4,566,000 1,126,000 1,408,000 2,483,000 3,891,000 772,000 429,000 1,690,000 2,119,000 521,000 2,546,000 2,770,000 5,316,000 887,000 1,364,000 3,553,000 4,917,000 1,186,000 942,000 2,316,000 3,258,000 782,000 1,603,000 2,646,000 4,249,000 767,000 399,000 2,834,000 3,233,000 777,000 1,056,000 2,832,000 3,888,000 899,000 848,000 3,359,000 4,207,000 976,000 355,000 1,966,000 2,321,000 602,000 322,000 1,944,000 2,266,000 567,000 626,000 2,169,000 2,795,000 630,000 233,000 1,762,000 1,995,000 530,000 483,000 1,995,000 2,478,000 605,000 465,000 2,886,000 3,351,000 787,000 1,663,000 3,010,000 4,673,000 901,000 1,090,000 1,960,000 3,050,000 615,000 869,000 1,363,000 2,232,000 445,000 463,000 4,520,000 4,983,000 1,238,000 428,000 4,306,000 4,734,000 686,000 420,000 1,859,000 2,279,000 564,000 398,000 2,053,000 2,451,000 619,000 359,000 2,129,000 2,488,000 622,000 324,000 2,113,000 2,437,000 587,000 257,000 1,628,000 1,885,000 442,000 2,659,000 6,454,000 9,113,000 1,675,000 1,017,000 2,628,000 3,645,000 765,000 906,000 2,748,000 3,654,000 820,000 2,370,000 3,843,000 6,213,000 1,078,000
F-64
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ Miniwarehouses 10/1/97 Novato/Landing - 2,416,000 3,496,000 242,000 308,000 10/1/97 Oakland/International - 358,000 1,568,000 249,000 129,000 10/1/97 Odenton/Route175 - 456,000 2,104,000 264,000 724,000 10/1/97 Pinole/AppianWay - 728,000 1,827,000 211,000 624,000 10/1/97 PompanoBeach - 1,077,000 1,527,000 548,000 534,000 10/1/97 Randolph/WarrenSt - 2,330,000 1,914,000 483,000 156,000 10/1/97 Roselle/LakeStreet - 312,000 1,411,000 218,000 493,000 10/1/97 SanLeandro/E.14th - 627,000 1,289,000 119,000 103,000 10/1/97 SanLeandro/Washington - 660,000 1,142,000 180,000 395,000 10/1/97 SantaCruz/Portola - 535,000 1,526,000 160,000 123,000 10/1/97 Seattle/StoneWay - 829,000 2,180,000 286,000 175,000 10/1/97 St.Louis/Lindberg - 584,000 1,508,000 265,000 127,000 10/1/97 Stockton/MarchLane - 663,000 1,398,000 132,000 111,000 10/1/97 StudioCity/Ventura - 2,421,000 1,610,000 165,000 537,000 10/1/97 Tucson/TanqueVerde - 345,000 1,709,000 170,000 136,000 10/1/97 Vallejo/Humboldt - 473,000 1,651,000 164,000 132,000 10/1/97 Venice/Rose - 5,468,000 5,478,000 649,000 1,814,000 10/1/97 Ventura/VenturaBlvd - 911,000 2,227,000 250,000 762,000 10/1/97 W.Olympia - 149,000 1,096,000 283,000 92,000 10/1/97 Warren/MoundRoad - 268,000 1,025,000 210,000 363,000 10/1/97 WashingtonDc/SoCapital - 1,437,000 4,489,000 510,000 1,528,000 10/1/97 Woodside/Brooklyn - 5,016,000 3,950,000 406,000 2,107,000 11/2/97 Lansing - 758,000 1,768,000 140,000 - 11/7/97 Phoenix - 1,197,000 2,793,000 133,000 - 11/13/97 TinleyPark - 1,422,000 3,319,000 55,000 - 3/17/98 Arlington/E.Pioneer - 922,000 2,152,000 202,000 - 3/17/98 Austin/BenWhite - 692,000 1,614,000 74,000 - 3/17/98 Branford/SummitPlace - 728,000 1,698,000 130,000 - 3/17/98 Houston/EastFreeway - 593,000 1,384,000 166,000 - 3/17/98 Houston/DeSotoDr. - 659,000 1,537,000 131,000 - 3/17/98 LasVegas/Charleston - 791,000 1,845,000 112,000 - 3/17/98 LasVegas/Tropicana - 1,285,000 2,998,000 156,000 - 3/17/98 Nesconset/Southern - 1,423,000 3,321,000 107,000 - 3/17/98 Pasadena/ArroyoPrkwy - 3,005,000 7,012,000 214,000 - 3/17/98 Phoenix/BlackCanyon - 380,000 886,000 147,000 -
Gross Carrying Amount At December 31, 2003 - -------------------------------------------- Accumulated Land Buidling Total Depreciation - -------------- -------------- -------------- ------------- 2,417,000 4,045,000 6,462,000 1,352,000 358,000 1,946,000 2,304,000 625,000 456,000 3,092,000 3,548,000 750,000 728,000 2,662,000 3,390,000 789,000 1,077,000 2,609,000 3,686,000 666,000 2,331,000 2,552,000 4,883,000 709,000 312,000 2,122,000 2,434,000 618,000 627,000 1,511,000 2,138,000 490,000 660,000 1,717,000 2,377,000 497,000 535,000 1,809,000 2,344,000 562,000 829,000 2,641,000 3,470,000 740,000 584,000 1,900,000 2,484,000 617,000 663,000 1,641,000 2,304,000 538,000 2,422,000 2,311,000 4,733,000 692,000 345,000 2,015,000 2,360,000 606,000 473,000 1,947,000 2,420,000 593,000 5,470,000 7,939,000 13,409,000 2,173,000 911,000 3,239,000 4,150,000 960,000 149,000 1,471,000 1,620,000 411,000 268,000 1,598,000 1,866,000 449,000 1,438,000 6,526,000 7,964,000 1,564,000 5,018,000 6,461,000 11,479,000 1,492,000 758,000 1,908,000 2,666,000 556,000 1,198,000 2,925,000 4,123,000 798,000 1,423,000 3,373,000 4,796,000 848,000 922,000 2,354,000 3,276,000 587,000 682,000 1,698,000 2,380,000 433,000 728,000 1,828,000 2,556,000 474,000 593,000 1,550,000 2,143,000 422,000 659,000 1,668,000 2,327,000 421,000 791,000 1,957,000 2,748,000 495,000 1,286,000 3,153,000 4,439,000 774,000 1,424,000 3,427,000 4,851,000 831,000 3,006,000 7,225,000 10,231,000 1,699,000 380,000 1,033,000 1,413,000 294,000
F-65
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ Miniwarehouses 3/17/98 Phoenix/N.43rdAve - 443,000 1,033,000 153,000 - 3/17/98 Phoenix/BlackCanyon - 136,000 317,000 188,000 - 3/17/98 Phoenix/No.43rd - 380,000 886,000 416,000 - 3/17/98 So.SanFrancisco - 1,550,000 3,617,000 95,000 - 3/17/98 Tempe/E.Broadway - 633,000 1,476,000 151,000 - 4/1/98 Akron/BrittainRd. - 275,000 2,248,000 (194,000) - 4/1/98 Arcadia/LowerAzusa - 821,000 1,369,000 144,000 - 4/1/98 ArlingtonHts/University - 670,000 3,004,000 88,000 - 4/1/98 Artesia/Artesia - 625,000 1,419,000 100,000 - 4/1/98 Atlanta/JohnWesley - 1,233,000 1,665,000 206,000 - 4/1/98 Baltimore/W.Patap - 403,000 2,650,000 136,000 - 4/1/98 Bellevue/Northup - 1,232,000 3,306,000 239,000 - 4/1/98 Bethesda/ButlerRd - 1,146,000 2,509,000 74,000 - 4/1/98 Chicago/Cuyler - 1,400,000 2,695,000 93,000 - 4/1/98 Chicago/PulaskiRd. - 1,276,000 2,858,000 80,000 - 4/1/98 Chicago/S.Harlem - 791,000 1,424,000 90,000 - 4/1/98 ChicagoHeights/West - 468,000 1,804,000 118,000 - 4/1/98 Chicago/BurrRidgeRd. - 421,000 2,165,000 82,000 - 4/1/98 Chicago/E.95thSt. - 397,000 2,357,000 125,000 - 4/1/98 Chicago/HarlemAve - 1,430,000 3,038,000 122,000 - 4/1/98 Chicago/N.WellsSt. - 1,446,000 2,828,000 94,000 - 4/1/98 Chicago/N.WesternAve - 1,453,000 3,205,000 111,000 - 4/1/98 Chicago/NorthwestHwy - 925,000 2,412,000 68,000 - 4/1/98 Chicago/W.HowardSt. - 974,000 2,875,000 137,000 - 4/1/98 Cicero/Ogden - 1,678,000 2,266,000 278,000 - 4/1/98 Dallas/Kingsly - 1,095,000 1,712,000 109,000 - 4/1/98 Dundalk/WiseAve - 447,000 2,005,000 93,000 - 4/1/98 Fraser/GroesbeckHwy - 368,000 1,796,000 87,000 - 4/1/98 Havertown/WestChester - 1,254,000 2,926,000 114,000 - 4/1/98 Hollywood/Cole&Wilshire - 1,590,000 1,785,000 85,000 - 4/1/98 IslandPark/Austin - 2,313,000 3,015,000 (600,000) - 4/1/98 IslandPark/Austin - 2,313,000 3,015,000 89,000 - 4/1/98 LaDowntwn/10Fwy - 1,608,000 3,358,000 165,000 - 4/1/98 LakeCity/ForestPark - 248,000 1,445,000 94,000 - 4/1/98 Manassas/Centreville - 405,000 2,137,000 208,000 - 4/1/98 Miami/5thStreet - 2,327,000 3,234,000 111,000 - 4/1/98 Montebello/S.Maple - 1,274,000 2,299,000 92,000 - 4/1/98 Patchogue/W.Sunrise - 936,000 2,184,000 142,000 - 4/1/98 SanDiego/54th&Euclid - 952,000 2,550,000 100,000 -
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation -------------- -------------- -------------- ------------- 443,000 1,186,000 1,629,000 334,000 136,000 505,000 641,000 169,000 380,000 1,302,000 1,682,000 274,000 1,551,000 3,711,000 5,262,000 896,000 633,000 1,627,000 2,260,000 420,000 669,000 1,660,000 2,329,000 345,000 821,000 1,513,000 2,334,000 487,000 670,000 3,092,000 3,762,000 808,000 625,000 1,519,000 2,144,000 507,000 1,234,000 1,870,000 3,104,000 683,000 403,000 2,786,000 3,189,000 877,000 1,233,000 3,544,000 4,777,000 1,184,000 1,147,000 2,582,000 3,729,000 865,000 1,401,000 2,787,000 4,188,000 744,000 1,277,000 2,937,000 4,214,000 749,000 791,000 1,514,000 2,305,000 545,000 468,000 1,922,000 2,390,000 509,000 421,000 2,247,000 2,668,000 796,000 397,000 2,482,000 2,879,000 874,000 1,431,000 3,159,000 4,590,000 1,090,000 1,447,000 2,921,000 4,368,000 773,000 1,454,000 3,315,000 4,769,000 881,000 925,000 2,480,000 3,405,000 651,000 974,000 3,012,000 3,986,000 818,000 1,679,000 2,543,000 4,222,000 728,000 1,095,000 1,821,000 2,916,000 599,000 447,000 2,098,000 2,545,000 690,000 368,000 1,883,000 2,251,000 597,000 1,250,000 3,044,000 4,294,000 753,000 1,591,000 1,869,000 3,460,000 608,000 1,375,000 3,353,000 4,728,000 786,000 2,314,000 3,103,000 5,417,000 1,172,000 1,609,000 3,522,000 5,131,000 1,130,000 248,000 1,539,000 1,787,000 510,000 405,000 2,345,000 2,750,000 782,000 2,328,000 3,344,000 5,672,000 1,152,000 1,275,000 2,390,000 3,665,000 763,000 936,000 2,326,000 3,262,000 594,000 952,000 2,650,000 3,602,000 940,000
F-66
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ Miniwarehouses 4/1/98 SchillerPark/River - 568,000 1,390,000 99,000 - 4/1/98 SilverSpring/Hill - 922,000 2,080,000 149,000 - 4/1/98 Silverlake/Glendale - 2,314,000 5,481,000 158,000 - 4/1/98 St.Charles/Highway - 623,000 1,501,000 124,000 - 4/1/98 St.Louis/Hwy.141 - 659,000 1,628,000 4,706,000 - 4/1/98 St.Louis/Hwy.141 - 659,000 1,628,000 69,000 - 4/1/98 Vallejo/MiniDrive - 560,000 1,803,000 84,000 - 4/1/98 Yonkers/Route9a - 1,722,000 3,823,000 137,000 - 5/1/98 Berkeley/2ndSt. - 1,914,000 4,466,000 (121,000) - 5/8/98 Aurora/Farnsworth - 960,000 2,350,000 75,000 - 5/8/98 Chicago/S.Chicago - 840,000 2,057,000 72,000 - 5/8/98 Cleveland/W.117th - 930,000 2,277,000 210,000 - 5/8/98 GoldenValley/Winn - 630,000 1,542,000 122,000 - 5/8/98 La/VeniceBlvd - 1,470,000 3,599,000 100,000 - 5/8/98 SantaRosa/Hopper - 1,020,000 2,497,000 102,000 - 5/8/98 St.Louis/Benham - 810,000 1,983,000 145,000 - 10/1/98 Atlanta/MemorialDr. - 414,000 2,239,000 167,000 - 10/1/98 Brooklyn/RockawayAve - 6,272,000 9,691,000 370,000 - 10/1/98 Chicago/111th - 341,000 2,898,000 2,246,000 - 10/1/98 Chicago/N.Broadway - 1,918,000 3,824,000 152,000 - 10/1/98 Chicago/W.79thSt - 861,000 2,789,000 266,000 - 10/1/98 CoonRapids/Hwy10 - 330,000 1,646,000 86,000 - 10/1/98 Dallas/Greenville - 1,933,000 2,892,000 110,000 - 10/1/98 EastLa/Figueroa&4th - 1,213,000 2,689,000 58,000 - 10/1/98 ElSegundo/Sepulveda - 6,586,000 5,795,000 126,000 - 10/1/98 Farmington/9Mile - 580,000 2,526,000 99,000 - 10/1/98 Ft.Lauderdale/S.W. - 1,046,000 2,928,000 92,000 - 10/1/98 Griffith/Cline - 299,000 2,118,000 48,000 - 10/1/98 LasVegas/E.Charles - 602,000 2,545,000 194,000 - 10/1/98 Laurel/BaltimoreAve - 1,899,000 4,498,000 163,000 - 10/1/98 LosGatos/University - 2,234,000 3,890,000 (239,000) - 10/1/98 Miami/Nw73rdSt - 1,050,000 3,064,000 125,000 - 10/1/98 Miami/SunsetDrive - 1,656,000 2,321,000 1,972,000 - 10/1/98 N.Hollywood - 1,484,000 3,143,000 56,000 - 10/1/98 Oldsmar/TampaRoad - 760,000 2,154,000 2,729,000 - 10/1/98 Oxnard/HuenemeRd - 923,000 3,925,000 114,000 - 10/1/98 Petaluma/Transport - 460,000 1,840,000 4,878,000 -
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation -------------- -------------- -------------- ------------- 568,000 1,489,000 2,057,000 385,000 922,000 2,229,000 3,151,000 799,000 2,315,000 5,638,000 7,953,000 1,908,000 623,000 1,625,000 2,248,000 603,000 1,345,000 5,648,000 6,993,000 838,000 659,000 1,697,000 2,356,000 648,000 560,000 1,887,000 2,447,000 608,000 1,723,000 3,959,000 5,682,000 1,357,000 1,838,000 4,421,000 6,259,000 1,079,000 960,000 2,425,000 3,385,000 574,000 840,000 2,129,000 2,969,000 494,000 930,000 2,487,000 3,417,000 631,000 630,000 1,664,000 2,294,000 415,000 1,471,000 3,698,000 5,169,000 851,000 1,020,000 2,599,000 3,619,000 615,000 810,000 2,128,000 2,938,000 539,000 414,000 2,406,000 2,820,000 603,000 6,275,000 10,058,000 16,333,000 2,298,000 432,000 5,053,000 5,485,000 763,000 1,919,000 3,975,000 5,894,000 945,000 861,000 3,055,000 3,916,000 772,000 330,000 1,732,000 2,062,000 420,000 1,934,000 3,001,000 4,935,000 691,000 1,214,000 2,746,000 3,960,000 633,000 6,589,000 5,918,000 12,507,000 1,343,000 580,000 2,625,000 3,205,000 605,000 1,046,000 3,020,000 4,066,000 688,000 299,000 2,166,000 2,465,000 501,000 602,000 2,739,000 3,341,000 642,000 1,900,000 4,660,000 6,560,000 1,079,000 2,235,000 3,650,000 5,885,000 834,000 1,050,000 3,189,000 4,239,000 740,000 2,268,000 3,681,000 5,949,000 693,000 1,485,000 3,198,000 4,683,000 729,000 1,049,000 4,594,000 5,643,000 804,000 923,000 4,039,000 4,962,000 937,000 857,000 6,321,000 7,178,000 810,000
F-67
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ Miniwarehouses 10/1/98 Revere/ChargerSt - 1,997,000 3,727,000 207,000 - 10/1/98 SanDiego/Morena - 3,173,000 5,469,000 96,000 - 10/1/98 SanJose/Santa - 966,000 3,870,000 86,000 - 10/1/98 SantaCruz/Soquel - 832,000 2,385,000 96,000 - 10/1/98 St.Louis/Gravois - 312,000 2,327,000 134,000 - 10/1/98 Tacoma/Orchard - 358,000 1,987,000 91,000 - 10/1/98 Tigard/McEwan - 597,000 1,652,000 87,000 - 10/1/98 UpperDarby/Market - 808,000 5,011,000 142,000 - 10/1/98 Vancouver/Millplain - 343,000 2,000,000 81,000 - 10/1/98 WhiteBearLake - 578,000 2,079,000 131,000 - 1/1/99 NewOrleans/St.Charles - 1,463,000 2,634,000 (347,000) - 1/6/99 Brandon/E.BrandonBlvd - 1,560,000 3,695,000 65,000 - 3/12/99 Addison/InwoodRoad - 1,204,000 2,808,000 61,000 - 3/12/99 Alpharetta/MaxwellRd - 1,075,000 2,509,000 74,000 - 3/12/99 Alpharetta/N.MainSt - 1,240,000 2,893,000 82,000 - 3/12/99 Apopka/S.OrangeBlossom - 307,000 717,000 113,000 - 3/12/99 Arlington/CooperSt - 779,000 1,818,000 55,000 - 3/12/99 Arlington/Division - 998,000 2,328,000 86,000 - 3/12/99 Arvada/64thAve - 671,000 1,566,000 89,000 - 3/12/99 Atlanta/BoltonRd - 866,000 2,019,000 175,000 - 3/12/99 Atlanta/BriarcliffRd - 2,171,000 5,066,000 241,000 - 3/12/99 Atlanta/DunwoodyPlace - 1,410,000 3,296,000 230,000 - 3/12/99 Augusta/PeachOrchardRd - 860,000 2,007,000 290,000 - 3/12/99 Aurora/Business30 - 900,000 2,097,000 129,000 - 3/12/99 Austin/N.MopacExpressway - 865,000 2,791,000 74,000 - 3/12/99 CarolStream/PhillipsCourt - 829,000 1,780,000 59,000 - 3/12/99 CarolStream/S.MainPlace - 1,320,000 3,079,000 177,000 - 3/12/99 Carpentersville/N.WesternAve - 911,000 2,120,000 116,000 - 3/12/99 Carrollton/TrinityMillsWest - 530,000 1,237,000 98,000 - 3/12/99 CasselberryIi - 1,160,000 2,708,000 142,000 - 3/12/99 Centreville/LeeHwy - 1,650,000 3,851,000 123,000 - 3/12/99 Charleston/AshleyRiverRd - 1,114,000 2,581,000 132,000 - 3/12/99 Charleston/SamRittenbergBlvd - 555,000 1,296,000 110,000 - 3/12/99 Charleston/AshleyPhosphate - 839,000 1,950,000 178,000 - 3/12/99 Charlotte/EastWtHarrisBlvd - 736,000 1,718,000 107,000 - 3/12/99 Charlotte/NorthTryonSt. - 708,000 1,653,000 205,000 - 3/12/99 Charlotte/SouthBlvd - 641,000 1,496,000 122,000 -
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation -------------- -------------- -------------- ------------- 1,998,000 3,933,000 5,931,000 937,000 3,174,000 5,564,000 8,738,000 1,264,000 966,000 3,956,000 4,922,000 921,000 832,000 2,481,000 3,313,000 594,000 312,000 2,461,000 2,773,000 605,000 358,000 2,078,000 2,436,000 504,000 597,000 1,739,000 2,336,000 436,000 808,000 5,153,000 5,961,000 1,178,000 343,000 2,081,000 2,424,000 509,000 578,000 2,210,000 2,788,000 514,000 1,039,000 2,711,000 3,750,000 550,000 1,561,000 3,759,000 5,320,000 671,000 1,205,000 2,868,000 4,073,000 576,000 1,075,000 2,583,000 3,658,000 534,000 1,241,000 2,974,000 4,215,000 602,000 307,000 830,000 1,137,000 205,000 779,000 1,873,000 2,652,000 387,000 998,000 2,414,000 3,412,000 488,000 671,000 1,655,000 2,326,000 353,000 866,000 2,194,000 3,060,000 459,000 2,172,000 5,306,000 7,478,000 1,077,000 1,411,000 3,525,000 4,936,000 715,000 860,000 2,297,000 3,157,000 579,000 900,000 2,226,000 3,126,000 473,000 865,000 2,865,000 3,730,000 525,000 829,000 1,839,000 2,668,000 377,000 1,321,000 3,255,000 4,576,000 691,000 911,000 2,236,000 3,147,000 473,000 530,000 1,335,000 1,865,000 297,000 1,161,000 2,849,000 4,010,000 589,000 1,637,000 3,987,000 5,624,000 817,000 1,115,000 2,712,000 3,827,000 558,000 555,000 1,406,000 1,961,000 321,000 825,000 2,142,000 2,967,000 488,000 736,000 1,825,000 2,561,000 399,000 708,000 1,858,000 2,566,000 421,000 641,000 1,618,000 2,259,000 363,000
F-68
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ Miniwarehouses 3/12/99 Chesapeake/WesternBranch - 1,274,000 2,973,000 137,000 - 3/12/99 Chicago/N.BroadwaySt - 535,000 1,249,000 229,000 - 3/12/99 Chicago/N.NatchezAve - 1,684,000 3,930,000 130,000 - 3/12/99 Chicago/S.PulaskiRoad - 458,000 2,118,000 262,000 - 3/12/99 Chicago/W.CermakRoad - 1,294,000 3,019,000 490,000 - 3/12/99 Chicago/W.JarvisAve - 313,000 731,000 85,000 - 3/12/99 Chicago/West47thSt. - 705,000 1,645,000 65,000 - 3/12/99 Cincinnati/WesternHills - 758,000 1,769,000 201,000 - 3/12/99 Clearwater/HighlandAve - 724,000 1,690,000 153,000 - 3/12/99 ColoSprngs/AstrozonCourt - 810,000 1,889,000 134,000 - 3/12/99 ColoSprngs/CentennialBlvd - 1,352,000 3,155,000 94,000 - 3/12/99 ColoSprngs/ParkmoorVillage - 620,000 1,446,000 102,000 - 3/12/99 ColoSprngs/VanTeylingen - 1,216,000 2,837,000 152,000 - 3/12/99 ColoSprngs/N.Powers - 1,124,000 2,622,000 165,000 - 3/12/99 Columbia/BroadRiver - 1,463,000 3,413,000 235,000 - 3/12/99 Columbia/BucknerRd - 714,000 1,665,000 274,000 - 3/12/99 Columbia/DeckerParkRd - 605,000 1,412,000 124,000 - 3/12/99 Columbia/PlumbersRd - 368,000 858,000 150,000 - 3/12/99 Columbia/RiverDr - 671,000 1,566,000 178,000 - 3/12/99 Columbia/RosewoodDr - 777,000 1,814,000 98,000 - 3/12/99 Columbus/MorseRoad - 1,415,000 3,302,000 296,000 - 3/12/99 Dallas/InwoodRoad - 1,478,000 3,448,000 51,000 - 3/12/99 Davie/University - 313,000 4,379,000 195,000 - 3/12/99 Decatur/Covington - 1,764,000 4,116,000 115,000 - 3/12/99 Decatur/NDecaturRd - 933,000 2,177,000 139,000 - 3/12/99 DeerfieldBeach/Sw10thSt. - 1,844,000 4,302,000 77,000 - 3/12/99 Denver/So.ClintonSt. - 462,000 1,609,000 97,000 - 3/12/99 Denver/WashingtonSt. - 795,000 1,846,000 322,000 - 3/12/99 Doraville/McelroyRd - 827,000 1,931,000 220,000 - 3/12/99 Douglasville/DuraleeLane - 533,000 1,244,000 135,000 - 3/12/99 Douglasville/Highway5 - 804,000 1,875,000 452,000 - 3/12/99 Douglasville/Westmoreland - 453,000 1,056,000 188,000 - 3/12/99 Duncanville/S.CedarRidge - 1,477,000 3,447,000 211,000 - 3/12/99 Durham/E.ClubBlvd - 947,000 2,209,000 107,000 - 3/12/99 Durham/KangarooDr. - 1,102,000 2,572,000 243,000 - 3/12/99 Durham/N.DukeSt. - 769,000 1,794,000 130,000 - 3/12/99 Elgin/BigTimberRoad - 1,347,000 3,253,000 217,000 -
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation -------------- -------------- -------------- ------------- 1,275,000 3,109,000 4,384,000 645,000 535,000 1,478,000 2,013,000 355,000 1,685,000 4,059,000 5,744,000 830,000 458,000 2,380,000 2,838,000 453,000 1,295,000 3,508,000 4,803,000 871,000 313,000 816,000 1,129,000 206,000 705,000 1,710,000 2,415,000 354,000 758,000 1,970,000 2,728,000 430,000 724,000 1,843,000 2,567,000 396,000 810,000 2,023,000 2,833,000 440,000 1,353,000 3,248,000 4,601,000 638,000 620,000 1,548,000 2,168,000 326,000 1,217,000 2,988,000 4,205,000 609,000 1,125,000 2,786,000 3,911,000 596,000 1,464,000 3,647,000 5,111,000 798,000 714,000 1,939,000 2,653,000 504,000 605,000 1,536,000 2,141,000 348,000 368,000 1,008,000 1,376,000 233,000 671,000 1,744,000 2,415,000 400,000 777,000 1,912,000 2,689,000 416,000 1,416,000 3,597,000 5,013,000 769,000 1,479,000 3,498,000 4,977,000 697,000 313,000 4,574,000 4,887,000 913,000 1,765,000 4,230,000 5,995,000 862,000 933,000 2,316,000 3,249,000 514,000 1,845,000 4,378,000 6,223,000 874,000 462,000 1,706,000 2,168,000 342,000 795,000 2,168,000 2,963,000 440,000 827,000 2,151,000 2,978,000 492,000 533,000 1,379,000 1,912,000 303,000 804,000 2,327,000 3,131,000 577,000 453,000 1,244,000 1,697,000 313,000 1,478,000 3,657,000 5,135,000 761,000 947,000 2,316,000 3,263,000 490,000 1,102,000 2,815,000 3,917,000 620,000 769,000 1,924,000 2,693,000 408,000 1,348,000 3,469,000 4,817,000 768,000
F-69
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ Miniwarehouses 3/12/99 Elgin/E.ChicagoSt. - 570,000 2,163,000 71,000 - 3/12/99 Fairfield/Dixie - 519,000 1,211,000 91,000 - 3/12/99 FergusonArea-W.Florissant - 1,194,000 2,732,000 279,000 - 3/12/99 Florissant/N.Hwy67 - 971,000 2,265,000 193,000 - 3/12/99 Florissant/NewHallsFerryRd - 1,144,000 2,670,000 233,000 - 3/12/99 ForestPark/Jonesboro - 659,000 1,537,000 181,000 - 3/12/99 ForestPark/OldDixieHwy - 895,000 2,070,000 201,000 - 3/12/99 FortCollins/So.CollegeAve - 745,000 1,739,000 136,000 - 3/12/99 FortWorth/Loop820North - 729,000 1,702,000 106,000 - 3/12/99 Ft.Myers/TamiamiTrailSouth - 834,000 1,945,000 87,000 - 3/12/99 Ft.Worth/GranburyRoad - 763,000 1,781,000 57,000 - 3/12/99 Garland/BuckinghamRoad - 492,000 1,149,000 112,000 - 3/12/99 Garland/JacksonDrive - 755,000 1,761,000 77,000 - 3/12/99 Gastonia/S.YorkRd - 467,000 1,089,000 125,000 - 3/12/99 Geneva/GaryAve - 1,072,000 2,501,000 78,000 - 3/12/99 Golden/SimmsStreet - 918,000 2,143,000 274,000 - 3/12/99 Greensboro/O'henryBlvd - 577,000 1,345,000 204,000 - 3/12/99 Greenville/PineknollRd - 927,000 2,163,000 198,000 - 3/12/99 Greenville/WhitehorseRd - 882,000 2,058,000 101,000 - 3/12/99 Greenville/WoodsLakeRd - 364,000 849,000 121,000 - 3/12/99 HanoverPark/W.LakeStreet - 1,320,000 3,081,000 107,000 - 3/12/99 HiltonHead/OfficeParkRd - 1,279,000 2,985,000 109,000 - 3/12/99 HiltonHead/YachtCoveDr - 1,182,000 2,753,000 154,000 - 3/12/99 Houston/AddicksSatsuma - 409,000 954,000 106,000 - 3/12/99 Houston/BingleRoad - 576,000 1,345,000 127,000 - 3/12/99 Houston/Fm1960West - 513,000 1,198,000 100,000 - 3/12/99 Houston/FondrenSouth - 647,000 1,510,000 85,000 - 3/12/99 Houston/HayesRoad - 916,000 2,138,000 95,000 - 3/12/99 Houston/Hwy6South - 569,000 1,328,000 55,000 - 3/12/99 Houston/LochKatrineLane - 580,000 1,352,000 78,000 - 3/12/99 Houston/MangumRoad - 737,000 1,719,000 128,000 - 3/12/99 Houston/MilweeSt. - 779,000 1,815,000 170,000 - 3/12/99 Houston/NewCastle - 2,346,000 5,473,000 1,250,000 - 3/12/99 Houston/SouthMain - 1,461,000 3,409,000 91,000 - 3/12/99 Houston/WallisvilleRd. - 744,000 1,736,000 70,000 - 3/12/99 Houston/WestheimerWest - 1,075,000 2,508,000 47,000 - 3/12/99 Independence/291 - 871,000 2,032,000 117,000 -
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation -------------- -------------- -------------- ------------- 570,000 2,234,000 2,804,000 449,000 519,000 1,302,000 1,821,000 284,000 1,195,000 3,010,000 4,205,000 656,000 971,000 2,458,000 3,429,000 502,000 1,145,000 2,902,000 4,047,000 621,000 659,000 1,718,000 2,377,000 397,000 895,000 2,271,000 3,166,000 517,000 745,000 1,875,000 2,620,000 392,000 729,000 1,808,000 2,537,000 382,000 834,000 2,032,000 2,866,000 430,000 763,000 1,838,000 2,601,000 384,000 492,000 1,261,000 1,753,000 298,000 755,000 1,838,000 2,593,000 387,000 467,000 1,214,000 1,681,000 293,000 1,072,000 2,579,000 3,651,000 529,000 918,000 2,417,000 3,335,000 514,000 577,000 1,549,000 2,126,000 377,000 927,000 2,361,000 3,288,000 512,000 882,000 2,159,000 3,041,000 456,000 364,000 970,000 1,334,000 232,000 1,321,000 3,187,000 4,508,000 656,000 1,280,000 3,093,000 4,373,000 629,000 1,183,000 2,906,000 4,089,000 615,000 409,000 1,060,000 1,469,000 241,000 576,000 1,472,000 2,048,000 325,000 513,000 1,298,000 1,811,000 292,000 647,000 1,595,000 2,242,000 334,000 916,000 2,233,000 3,149,000 453,000 569,000 1,383,000 1,952,000 295,000 580,000 1,430,000 2,010,000 313,000 737,000 1,847,000 2,584,000 406,000 779,000 1,985,000 2,764,000 426,000 2,240,000 6,829,000 9,069,000 1,205,000 1,462,000 3,499,000 4,961,000 714,000 744,000 1,806,000 2,550,000 386,000 1,075,000 2,555,000 3,630,000 519,000 871,000 2,149,000 3,020,000 442,000
F-70
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ Miniwarehouses 3/12/99 Jacksonville/Ft.CarolineRd. - 1,037,000 2,420,000 169,000 - 3/12/99 Jacksonville/ParkAvenue - 905,000 2,113,000 134,000 - 3/12/99 Jacksonville/PhillipsHwy - 665,000 1,545,000 174,000 - 3/12/99 Jacksonville/RooseveltBlvd. - 851,000 1,986,000 295,000 - 3/12/99 Jacksonville/SouthsideBlvd. - 1,278,000 2,982,000 174,000 - 3/12/99 Jonesboro/TaraBlvd - 785,000 1,827,000 255,000 - 3/12/99 Kannapolis/OregonSt - 463,000 1,081,000 102,000 - 3/12/99 KansasCity/34thMainStreet - 114,000 2,599,000 575,000 - 3/12/99 KansasCity/E.47thSt. - 610,000 1,424,000 151,000 - 3/12/99 KansasCity/JamesA.ReedRd - 749,000 1,748,000 80,000 - 3/12/99 KansasCity/StateAve - 645,000 1,505,000 185,000 - 3/12/99 KansasCity/E.67thTerrace - 1,136,000 2,643,000 88,000 - 3/12/99 Katy/DominionDrive - 995,000 2,321,000 57,000 - 3/12/99 Kennedale/BowmanSprgs - 425,000 991,000 76,000 - 3/12/99 Kennesaw/RutledgeRoad - 803,000 1,874,000 208,000 - 3/12/99 Lawrence/HaskellAve - 636,000 1,484,000 144,000 - 3/12/99 Lawrenceville/BufordDr. - 256,000 597,000 80,000 - 3/12/99 Lenexa/LongSt. - 720,000 1,644,000 44,000 - 3/12/99 Lenexa/SantaFeTrailRoad - 713,000 1,663,000 117,000 - 3/12/99 Lewisville/Highway121 - 688,000 1,605,000 96,000 - 3/12/99 Longmont/WedgewoodAve - 717,000 1,673,000 59,000 - 3/12/99 Louisville - 554,000 1,292,000 138,000 - 3/12/99 Louisville/BreckenridgeLane - 581,000 1,356,000 87,000 - 3/12/99 Louisville/PoplarLevel - 463,000 1,080,000 149,000 - 3/12/99 Manassas/SudleyRoad - 776,000 1,810,000 160,000 - 3/12/99 Marietta/Cobb - 727,000 1,696,000 236,000 - 3/12/99 Marietta/Whitlock - 1,016,000 2,370,000 152,000 - 3/12/99 Martinez/OldPetersburgRd - 407,000 950,000 133,000 - 3/12/99 Mauldin/N.MainStreet - 571,000 1,333,000 143,000 - 3/12/99 Miami/Nw14thStreet - 1,739,000 4,058,000 114,000 - 3/12/99 Miami/Nw7thAve - 783,000 1,827,000 158,000 - 3/12/99 MiamiBeach/DadeBlvd - 962,000 2,245,000 276,000 - 3/12/99 MiamiLakes/Nw153rdSt. - 425,000 992,000 71,000 - 3/12/99 Miami-Kendall/Sw84thStreet - 935,000 2,180,000 155,000 - 3/12/99 Milford/BranchHill - 527,000 1,229,000 2,232,000 - 3/12/99 Milwaukee/W.DeanRoad - 1,362,000 3,163,000 346,000 - 3/12/99 Mission/FoxridgeDr - 1,657,000 3,864,000 127,000 -
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation -------------- -------------- -------------- ------------- 1,037,000 2,589,000 3,626,000 561,000 905,000 2,247,000 3,152,000 489,000 665,000 1,719,000 2,384,000 400,000 851,000 2,281,000 3,132,000 530,000 1,279,000 3,155,000 4,434,000 680,000 785,000 2,082,000 2,867,000 456,000 463,000 1,183,000 1,646,000 273,000 114,000 3,174,000 3,288,000 747,000 610,000 1,575,000 2,185,000 335,000 749,000 1,828,000 2,577,000 390,000 645,000 1,690,000 2,335,000 373,000 1,137,000 2,730,000 3,867,000 560,000 995,000 2,378,000 3,373,000 484,000 425,000 1,067,000 1,492,000 234,000 803,000 2,082,000 2,885,000 462,000 636,000 1,628,000 2,264,000 338,000 256,000 677,000 933,000 171,000 720,000 1,688,000 2,408,000 347,000 713,000 1,780,000 2,493,000 377,000 688,000 1,701,000 2,389,000 367,000 717,000 1,732,000 2,449,000 362,000 554,000 1,430,000 1,984,000 320,000 581,000 1,443,000 2,024,000 317,000 463,000 1,229,000 1,692,000 280,000 776,000 1,970,000 2,746,000 421,000 727,000 1,932,000 2,659,000 452,000 1,016,000 2,522,000 3,538,000 530,000 407,000 1,083,000 1,490,000 253,000 571,000 1,476,000 2,047,000 341,000 1,740,000 4,171,000 5,911,000 856,000 783,000 1,985,000 2,768,000 449,000 962,000 2,521,000 3,483,000 516,000 425,000 1,063,000 1,488,000 242,000 935,000 2,335,000 3,270,000 504,000 527,000 3,461,000 3,988,000 491,000 1,363,000 3,508,000 4,871,000 788,000 1,658,000 3,990,000 5,648,000 811,000
F-71
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ Miniwarehouses 3/12/99 Mobile/AzaleaRoad - 517,000 1,206,000 134,000 - 3/12/99 Mobile/GovernmentBlvd - 407,000 950,000 110,000 - 3/12/99 Mobile/GrelotRoad - 804,000 1,877,000 131,000 - 3/12/99 Mobile/HillcrestRoad - 554,000 1,293,000 139,000 - 3/12/99 Mobile/MoffatRoad - 537,000 1,254,000 128,000 - 3/12/99 Mt.Prospect/CentralRoad - 802,000 1,847,000 184,000 - 3/12/99 N.Charleston/Dorchester - 487,000 1,137,000 154,000 - 3/12/99 N.Charleston/DorchesterRd - 380,000 886,000 107,000 - 3/12/99 Naperville/LasalleAve - 1,501,000 3,502,000 99,000 - 3/12/99 NewOrleans/Tchoupitoulas - 1,092,000 2,548,000 233,000 - 3/12/99 Norcross/DawsonBlvd - 1,232,000 2,874,000 207,000 - 3/12/99 Norcross/JonesMillRd - 1,142,000 2,670,000 157,000 - 3/12/99 NorthMiamiBeach/69thSt - 1,594,000 3,720,000 159,000 - 3/12/99 Orlando/L.B.McleodRoad - 521,000 1,217,000 78,000 - 3/12/99 Orlando/SouthSemoran - 565,000 1,319,000 70,000 - 3/12/99 Orlando/S.OrangeBlossomTrail - 1,229,000 2,867,000 165,000 - 3/12/99 OverlandPark/HemlockSt - 1,168,000 2,725,000 114,000 - 3/12/99 Pensacola/BrentLane - 402,000 938,000 104,000 - 3/12/99 Pensacola/CreightonRoad - 454,000 1,060,000 216,000 - 3/12/99 Plano/ParkerRoad-AvenueK - 1,517,000 3,539,000 129,000 - 3/12/99 PonteVedra/PalmValleyRd. - 745,000 2,749,000 436,000 - 3/12/99 Raleigh/MaitlandDr - 679,000 1,585,000 112,000 - 3/12/99 Raytown/WoodsonRd - 915,000 2,134,000 96,000 - 3/12/99 Richardson/CentralExpressway - 465,000 1,085,000 109,000 - 3/12/99 RiverGrove/N.5thAve. - 1,094,000 2,552,000 9,000 - 3/12/99 Riverdale/GeorgiaHwy85 - 1,075,000 2,508,000 99,000 - 3/12/99 Roswell/Alpharetta - 1,772,000 4,135,000 135,000 - 3/12/99 Schaumburg/PalmerDrive - 1,333,000 3,111,000 122,000 - 3/12/99 Schaumburg/S.RoselleRoad - 659,000 1,537,000 93,000 - 3/12/99 Shawnee/HedgeLaneTerrace - 570,000 1,331,000 85,000 - 3/12/99 Simpsonville/GrandViewDr - 582,000 1,358,000 130,000 - 3/12/99 Spartanburg/ChesneeHwy - 533,000 1,244,000 273,000 - 3/12/99 St.Ann/MarylandHeights - 1,035,000 2,414,000 173,000 - 3/12/99 St.Charles/E.MainSt. - 951,000 2,220,000 (303,000) - 3/12/99 St.Louis/Airport - 785,000 1,833,000 157,000 - 3/12/99 St.Louis/N.LindberghBlvd. - 1,688,000 3,939,000 224,000 - 3/12/99 St.Louis/VandeventerMidtown - 699,000 1,631,000 120,000 -
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation -------------- -------------- -------------- ------------- 517,000 1,340,000 1,857,000 305,000 407,000 1,060,000 1,467,000 239,000 804,000 2,008,000 2,812,000 429,000 554,000 1,432,000 1,986,000 324,000 537,000 1,382,000 1,919,000 315,000 802,000 2,031,000 2,833,000 454,000 487,000 1,291,000 1,778,000 296,000 380,000 993,000 1,373,000 228,000 1,502,000 3,600,000 5,102,000 748,000 1,092,000 2,781,000 3,873,000 606,000 1,233,000 3,080,000 4,313,000 652,000 1,143,000 2,826,000 3,969,000 602,000 1,595,000 3,878,000 5,473,000 807,000 521,000 1,295,000 1,816,000 277,000 565,000 1,389,000 1,954,000 294,000 1,230,000 3,031,000 4,261,000 639,000 1,169,000 2,838,000 4,007,000 572,000 402,000 1,042,000 1,444,000 241,000 454,000 1,276,000 1,730,000 300,000 1,518,000 3,667,000 5,185,000 758,000 745,000 3,185,000 3,930,000 746,000 679,000 1,697,000 2,376,000 376,000 915,000 2,230,000 3,145,000 462,000 465,000 1,194,000 1,659,000 263,000 1,034,000 2,621,000 3,655,000 761,000 1,075,000 2,607,000 3,682,000 539,000 1,773,000 4,269,000 6,042,000 857,000 1,334,000 3,232,000 4,566,000 660,000 659,000 1,630,000 2,289,000 353,000 570,000 1,416,000 1,986,000 312,000 574,000 1,496,000 2,070,000 332,000 533,000 1,517,000 2,050,000 363,000 1,035,000 2,587,000 3,622,000 526,000 802,000 2,066,000 2,868,000 654,000 785,000 1,990,000 2,775,000 398,000 1,689,000 4,162,000 5,851,000 838,000 699,000 1,751,000 2,450,000 372,000
F-72
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ Miniwarehouses 3/12/99 St.Louis/S.ThirdSt - 1,096,000 2,557,000 76,000 - 3/12/99 St.Louis/S.ThirdSt - 206,000 480,000 28,000 - 3/12/99 Sterling/S.SterlingBlvd - 1,282,000 2,992,000 134,000 - 3/12/99 Streamwood/OldChurchRoad - 855,000 1,991,000 56,000 - 3/12/99 TarponSprings/Highway19 - 1,179,000 2,751,000 125,000 - 3/12/99 TarponSprings/UsHighway19 - 892,000 2,081,000 187,000 - 3/12/99 Taylors/WadeHamptonBlvd - 650,000 1,517,000 128,000 - 3/12/99 TinleyPark/BrennanHwy - 771,000 1,799,000 132,000 - 3/12/99 VeroBeach/UsHwy1 - 678,000 1,583,000 77,000 - 3/12/99 W.Columbia/AirportBlvd - 493,000 1,151,000 121,000 - 3/12/99 W.Columbia/OrchardDr. - 272,000 634,000 144,000 - 3/12/99 Waukesha/FosterCourt - 765,000 1,785,000 163,000 - 3/12/99 Webster/Fm528Road - 756,000 1,764,000 84,000 - 3/12/99 Webster/Highway3 - 677,000 1,580,000 78,000 - 3/12/99 Winfield/RooseveltRoad - 1,109,000 2,587,000 119,000 - 3/31/99 ForestPark - 270,000 3,378,000 1,036,000 - 4/1/99 Fresno - 44,000 206,000 (297,000) 804,000 5/1/99 Stockton - 151,000 402,000 (254,000) 2,017,000 6/30/99 Anaheim/LaPalma - 1,378,000 851,000 200,000 1,221,000 6/30/99 Bradenton/CortezRoad - 476,000 885,000 316,000 906,000 6/30/99 BrickTownship/Brick - 590,000 1,431,000 281,000 1,364,000 6/30/99 Concord/Arnold - 827,000 1,553,000 411,000 1,874,000 6/30/99 Edison/OldPostRd - 498,000 1,267,000 260,000 1,175,000 6/30/99 Fairfax/LeeHighway - 586,000 1,078,000 304,000 1,106,000 6/30/99 FallsChurch/Columbia - 901,000 975,000 301,000 1,141,000 6/30/99 FortWorth/McCart - 372,000 942,000 188,000 703,000 6/30/99 Ft.Myers/Tamiami - 948,000 962,000 298,000 1,208,000 6/30/99 Gresham/Burnside - 354,000 544,000 204,000 627,000 6/30/99 Houston/Highway6So. - 751,000 1,006,000 473,000 1,057,000 6/30/99 Houston/MillridgeN. - 1,160,000 1,983,000 255,000 2,433,000 6/30/99 HuntingtonBch/Gotham - 952,000 890,000 302,000 1,130,000 6/30/99 HuntingtonBeach - 1,026,000 1,437,000 120,000 1,450,000 6/30/99 Hyattsville - 768,000 2,186,000 273,000 1,919,000 6/30/99 Irving/W.Airport - 419,000 960,000 203,000 857,000 6/30/99 Jacksonville/University - 211,000 741,000 231,000 700,000 6/30/99 Littleton/Centennial - 421,000 804,000 256,000 812,000 6/30/99 Mountainside - 1,260,000 1,237,000 341,000 1,523,000
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation -------------- -------------- -------------- ------------- 1,096,000 2,633,000 3,729,000 537,000 206,000 508,000 714,000 115,000 1,283,000 3,125,000 4,408,000 644,000 855,000 2,047,000 2,902,000 420,000 1,180,000 2,875,000 4,055,000 593,000 892,000 2,268,000 3,160,000 495,000 650,000 1,645,000 2,295,000 369,000 771,000 1,931,000 2,702,000 419,000 678,000 1,660,000 2,338,000 357,000 493,000 1,272,000 1,765,000 277,000 272,000 778,000 1,050,000 203,000 765,000 1,948,000 2,713,000 393,000 756,000 1,848,000 2,604,000 393,000 677,000 1,658,000 2,335,000 354,000 1,109,000 2,706,000 3,815,000 556,000 270,000 4,414,000 4,684,000 1,876,000 193,000 564,000 757,000 121,000 590,000 1,726,000 2,316,000 350,000 1,721,000 1,929,000 3,650,000 376,000 594,000 1,989,000 2,583,000 412,000 736,000 2,930,000 3,666,000 508,000 1,032,000 3,633,000 4,665,000 793,000 622,000 2,578,000 3,200,000 498,000 732,000 2,342,000 3,074,000 476,000 1,126,000 2,192,000 3,318,000 423,000 464,000 1,741,000 2,205,000 317,000 1,184,000 2,232,000 3,416,000 445,000 442,000 1,287,000 1,729,000 278,000 937,000 2,350,000 3,287,000 468,000 1,449,000 4,382,000 5,831,000 842,000 1,189,000 2,085,000 3,274,000 415,000 1,282,000 2,751,000 4,033,000 500,000 959,000 4,187,000 5,146,000 723,000 524,000 1,915,000 2,439,000 403,000 263,000 1,620,000 1,883,000 353,000 526,000 1,767,000 2,293,000 358,000 1,574,000 2,787,000 4,361,000 518,000
F-73
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority - Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ - Miniwarehouses 6/30/99 N.RichlandHills - 455,000 769,000 252,000 832,000 6/30/99 Newark/CedarBlvd - 729,000 971,000 244,000 1,067,000 6/30/99 Northridge/Parthenia - 1,848,000 1,486,000 186,000 1,839,000 6/30/99 OakPark/Greenfield - 621,000 1,735,000 198,000 1,490,000 6/30/99 Rockville/GudeDrive - 602,000 768,000 364,000 880,000 6/30/99 RollingMeadows/Lois - 441,000 849,000 356,000 898,000 6/30/99 SanAntonio/NwLoop - 511,000 786,000 206,000 855,000 6/30/99 SanDiego/Clairemont - 1,601,000 2,035,000 337,000 2,034,000 6/30/99 SpringValley/Sweetwater - 271,000 380,000 4,719,000 416,000 6/30/99 StoneMountain/Rock - 1,233,000 288,000 330,000 852,000 6/30/99 Tujunga/FoothillBlvd - 1,746,000 2,383,000 170,000 2,370,000 6/30/99 UnionCity/Alvarado - 992,000 1,776,000 211,000 1,690,000 6/30/99 WheatRidge/W.44th - 480,000 789,000 249,000 831,000 6/30/99 WinterPark/N.Semor - 342,000 638,000 376,000 728,000 6/30/99 Woodbridge/Davis - 1,796,000 1,623,000 419,000 1,996,000 6/30/99 Woodbridge/Jefferson - 840,000 1,689,000 261,000 1,446,000 7/1/99 Antioch/CaneRidgeRd - 353,000 823,000 168,000 - 7/1/99 Hermitage/CentralCt - 646,000 1,508,000 150,000 - 7/1/99 Hixson/GaddRd - 207,000 484,000 260,000 - 7/1/99 Hixson/Highway153 - 488,000 1,138,000 195,000 - 7/1/99 Madison/MyattDr - 441,000 1,028,000 93,000 - 7/1/99 Madison/WilliamsAve - 1,318,000 3,076,000 259,000 - 7/1/99 Nashville/LafayetteSt - 486,000 1,135,000 156,000 - 7/1/99 Nashville/McnallyDr - 884,000 2,062,000 348,000 - 7/1/99 Nashville/MetroplexDr - 380,000 886,000 155,000 - 7/1/99 Nashville/WelshwoodDr - 934,000 2,179,000 178,000 - 7/1/99 Pantego/W.PioneerPkwy - 432,000 1,228,000 70,000 - 7/1/99 RedBank/HardingRd - 452,000 1,056,000 185,000 - 9/1/99 Charlotte/AshleyRoad - 664,000 1,551,000 30,000 - 9/1/99 Charlotte/SouthBlvd. - 734,000 1,715,000 44,000 - 9/1/99 Greensboro/W.MarketSt. - 603,000 1,409,000 23,000 - 9/1/99 Raleigh/CapitalBlvd - 927,000 2,166,000 (10,000) - 10/8/99 Belmont/O'neillAve - 869,000 4,659,000 95,000 - 10/11/99 Matthews - 937,000 3,165,000 247,000 - 11/15/99 Poplar,Memphis - 1,631,000 3,093,000 279,000 - 12/17/99 Dallas/SwissAve - 1,862,000 4,344,000 138,000 - 12/30/99 OakPark/GreenfieldRd - 1,184,000 3,685,000 (98,000) -
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation -------------- -------------- -------------- ------------- 569,000 1,739,000 2,308,000 366,000 910,000 2,101,000 3,011,000 406,000 2,308,000 3,051,000 5,359,000 523,000 775,000 3,269,000 4,044,000 572,000 751,000 1,863,000 2,614,000 394,000 551,000 1,993,000 2,544,000 418,000 638,000 1,720,000 2,358,000 344,000 1,999,000 4,008,000 6,007,000 785,000 338,000 5,448,000 5,786,000 148,000 1,540,000 1,163,000 2,703,000 217,000 2,180,000 4,489,000 6,669,000 696,000 1,239,000 3,430,000 4,669,000 603,000 599,000 1,750,000 2,349,000 364,000 427,000 1,657,000 2,084,000 388,000 2,243,000 3,591,000 5,834,000 680,000 1,048,000 3,188,000 4,236,000 565,000 353,000 991,000 1,344,000 240,000 646,000 1,658,000 2,304,000 373,000 207,000 744,000 951,000 231,000 488,000 1,333,000 1,821,000 316,000 441,000 1,121,000 1,562,000 263,000 1,319,000 3,334,000 4,653,000 734,000 486,000 1,291,000 1,777,000 320,000 884,000 2,410,000 3,294,000 611,000 380,000 1,041,000 1,421,000 252,000 934,000 2,357,000 3,291,000 521,000 432,000 1,298,000 1,730,000 129,000 452,000 1,241,000 1,693,000 303,000 651,000 1,594,000 2,245,000 328,000 719,000 1,774,000 2,493,000 364,000 591,000 1,444,000 2,035,000 307,000 909,000 2,174,000 3,083,000 437,000 878,000 4,745,000 5,623,000 933,000 994,000 3,355,000 4,349,000 507,000 1,732,000 3,271,000 5,003,000 516,000 1,879,000 4,465,000 6,344,000 891,000 1,197,000 3,574,000 4,771,000 647,000
F-74
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ Miniwarehouses 12/30/99 SantaAnna - 2,657,000 3,293,000 364,000 - 1/21/00 HanoverPark - 262,000 3,104,000 40,000 - 1/25/00 Memphis/N.GermantwnPkwy - 884,000 3,024,000 225,000 - 1/31/00 RowlandHeights/Walnut - 681,000 1,589,000 122,000 - 2/8/00 Lewisville/JustinRd - 529,000 2,919,000 210,000 - 2/28/00 Plano/AvenueK - 2,064,000 10,407,000 438,000 - 4/1/00 Hyattsville/Edmonson - 1,036,000 2,657,000 46,000 - 4/29/00 St.Louis/EllisvilleTwnCentre - 765,000 4,377,000 337,000 - 5/2/00 CulverCity - 2,439,000 5,689,000 (689,000) - 5/2/00 MillValley - 1,412,000 3,294,000 (371,000) - 5/26/00 Phoenix/N.35thAve - 868,000 2,967,000 57,000 - 6/5/00 MountSinai/Route25a - 950,000 3,338,000 255,000 - 6/15/00 PinellasPark - 526,000 2,247,000 271,000 - 6/30/00 SanAntonio/BroadwaySt - 1,131,000 4,558,000 22,000 - 7/13/00 Lincolnwood - 1,598,000 3,727,000 165,000 - 7/17/00 LaPalco/NewOrleans - 1,023,000 3,204,000 129,000 - 7/29/00 Tracy/1615&1650W.11thS - 1,745,000 4,530,000 293,000 - 8/1/00 Pineville - 2,197,000 3,417,000 357,000 - 8/23/00 MorrisPlains - 1,501,000 4,300,000 317,000 - 8/31/00 Florissant/NewHallsFry - 800,000 4,225,000 79,000 - 8/31/00 Orange,CA - 661,000 1,542,000 56,000 - 9/1/00 Bayshore,NY - 1,277,000 2,980,000 966,000 - 9/1/00 LosAngeles,CA - 590,000 1,376,000 461,000 - 9/13/00 Merrillville - 343,000 2,474,000 169,000 - 9/15/00 Alexandria/PickettIi - 2,743,000 6,198,000 282,000 - 9/15/00 Bethpage/HempsteadTurnpike - 2,899,000 5,457,000 244,000 - 9/15/00 Brooklyn/St.JohnsPlace - 3,492,000 6,026,000 248,000 - 9/15/00 Chicago/AshlandAvenue - 850,000 4,880,000 221,000 - 9/15/00 Evanston/Greenbay - 846,000 4,436,000 163,000 - 9/15/00 Gardena/W.ElSegundo - 1,532,000 3,424,000 116,000 - 9/15/00 Hawthorne/CrenshawBlvd. - 1,079,000 2,913,000 131,000 - 9/15/00 LakeRonkonkoma/PortionRd. - 937,000 4,199,000 156,000 - 9/15/00 LosAngeles/Coliseum - 3,109,000 4,013,000 151,000 - 9/15/00 Northport/FortSalongaRoad - 2,999,000 5,698,000 243,000 - 9/15/00 Oakland/Macarthur - 678,000 2,751,000 149,000 - 9/15/00 Rockaway/U.S.Route46 - 2,424,000 4,945,000 246,000 - 9/15/00 RoyalOak/CoolidgeHighway - 1,062,000 2,576,000 159,000 -
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation -------------- -------------- -------------- ------------- 2,821,000 3,493,000 6,314,000 527,000 256,000 3,150,000 3,406,000 450,000 937,000 3,196,000 4,133,000 497,000 688,000 1,704,000 2,392,000 341,000 562,000 3,096,000 3,658,000 480,000 2,089,000 10,820,000 12,909,000 4,106,000 1,036,000 2,703,000 3,739,000 448,000 812,000 4,667,000 5,479,000 660,000 2,218,000 5,221,000 7,439,000 866,000 1,284,000 3,051,000 4,335,000 511,000 868,000 3,024,000 3,892,000 517,000 1,008,000 3,535,000 4,543,000 490,000 547,000 2,497,000 3,044,000 251,000 1,132,000 4,579,000 5,711,000 702,000 1,614,000 3,876,000 5,490,000 700,000 1,094,000 3,262,000 4,356,000 439,000 1,763,000 4,805,000 6,568,000 805,000 2,333,000 3,638,000 5,971,000 517,000 1,595,000 4,523,000 6,118,000 578,000 807,000 4,297,000 5,104,000 721,000 667,000 1,592,000 2,259,000 270,000 1,534,000 3,689,000 5,223,000 708,000 708,000 1,719,000 2,427,000 333,000 364,000 2,622,000 2,986,000 333,000 2,744,000 6,479,000 9,223,000 801,000 2,900,000 5,700,000 8,600,000 705,000 3,494,000 6,272,000 9,766,000 743,000 850,000 5,101,000 5,951,000 695,000 846,000 4,599,000 5,445,000 575,000 1,533,000 3,539,000 5,072,000 468,000 1,079,000 3,044,000 4,123,000 396,000 937,000 4,355,000 5,292,000 525,000 3,110,000 4,163,000 7,273,000 501,000 3,000,000 5,940,000 8,940,000 727,000 678,000 2,900,000 3,578,000 391,000 2,425,000 5,190,000 7,615,000 666,000 1,062,000 2,735,000 3,797,000 358,000
F-75
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ Miniwarehouses 9/15/00 Tampa/GunnHwy - 1,843,000 4,300,000 92,000 - 9/18/00 Tampa/N.DelMabry - 2,204,000 2,447,000 7,476,000 - 9/30/00 Lilburn/IndianTrail - 1,695,000 5,170,000 1,365,000 - 9/30/00 Marietta/Kennestone&Hwy5 - 622,000 3,388,000 1,511,000 - 11/15/00 Largo/Missouri - 1,092,000 4,270,000 240,000 - 11/21/00 St.Louis/Wilson - 1,608,000 3,913,000 1,818,000 - 12/21/00 Houston/10801KatyFrwy - 1,664,000 3,884,000 83,000 - 12/21/00 Houston/7715KatyFrwy - 2,274,000 5,307,000 103,000 - 12/21/00 Houston/MainSt - 1,681,000 3,924,000 102,000 - 12/21/00 Houston/W.Loop/S.Frwy - 2,036,000 4,749,000 112,000 - 12/29/00 Chicago - 1,946,000 6,002,000 18,000 - 12/30/00 Frazier - 800,000 3,324,000 17,000 - 12/30/00 Raleigh/Glenwood - 1,545,000 3,628,000 83,000 - 1/5/01 Troy/E.BigBeaverRd - 2,195,000 4,221,000 355,000 - 1/11/01 FtLauderdale - 954,000 3,972,000 342,000 - 1/16/01 NoHollywood/ShermanWay - 2,173,000 5,442,000 37,000 - 1/18/01 Tuscon/E.Speedway - 735,000 2,895,000 189,000 - 1/25/01 Lombard/Finley - 851,000 3,806,000 359,000 - 3/15/01 LosAngeles/WestPico - 8,579,000 8,630,000 803,000 - 4/1/01 Lakewood/CedarDr. - 1,329,000 9,356,000 121,000 - 4/7/01 Farmingdale/Rte110 - 2,364,000 5,807,000 (52,000) - 4/17/01 Philadelphia/Aramingo - 968,000 4,539,000 15,000 - 4/18/01 Largo/WalsinghamRoad - 1,000,000 3,545,000 (237,000) - 6/17/01 PortWashington/Seaview&W.Sh - 2,381,000 4,608,000 122,000 - 6/18/01 SilverSprings/Prosperity - 1,065,000 5,391,000 18,000 - 6/19/01 Tampa/W.WatersAve&Wilsky - 953,000 3,785,000 16,000 - 6/26/01 Middletown - 1,535,000 4,258,000 335,000 - 7/29/01 Miami/Sw85thAve - 2,755,000 4,951,000 18,000 - 8/28/01 Hoover/JohnHawkinsPkwy - 1,050,000 2,453,000 43,000 - 9/30/01 Syosset - 2,461,000 5,312,000 382,000 - 12/27/01 Howell/Hgwy9 - 941,000 4,070,000 235,000 - 12/27/01 LosAngeles/W.Jefferson - 8,285,000 9,429,000 811,000 - 12/29/01 Catonsville/Kent - 1,378,000 5,289,000 640,000 - 12/29/01 OldBridge/Rte9 - 1,244,000 4,960,000 (31,000) - 12/29/01 Sacremento/Roseville - 876,000 5,344,000 133,000 - 12/31/01 SantaAna/E.Mcfadden - 7,587,000 8,612,000 905,000 - 1/1/02 AirportI - 346,000 861,000 41,000 (32,000)
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation -------------- -------------- -------------- ------------- 1,844,000 4,391,000 6,235,000 594,000 2,226,000 9,901,000 12,127,000 2,732,000 1,713,000 6,517,000 8,230,000 771,000 628,000 4,893,000 5,521,000 633,000 1,158,000 4,444,000 5,602,000 527,000 1,629,000 5,710,000 7,339,000 695,000 1,668,000 3,963,000 5,631,000 365,000 2,278,000 5,406,000 7,684,000 484,000 1,685,000 4,022,000 5,707,000 367,000 2,039,000 4,858,000 6,897,000 442,000 1,939,000 6,027,000 7,966,000 717,000 800,000 3,341,000 4,141,000 294,000 1,561,000 3,695,000 5,256,000 538,000 2,330,000 4,441,000 6,771,000 501,000 1,070,000 4,198,000 5,268,000 482,000 2,176,000 5,476,000 7,652,000 771,000 780,000 3,039,000 3,819,000 348,000 903,000 4,113,000 5,016,000 454,000 8,599,000 9,413,000 18,012,000 1,326,000 1,333,000 9,473,000 10,806,000 1,365,000 2,343,000 5,776,000 8,119,000 693,000 968,000 4,554,000 5,522,000 498,000 800,000 3,508,000 4,308,000 392,000 2,359,000 4,752,000 7,111,000 464,000 1,065,000 5,409,000 6,474,000 604,000 954,000 3,800,000 4,754,000 392,000 1,630,000 4,498,000 6,128,000 436,000 2,758,000 4,966,000 7,724,000 491,000 1,051,000 2,495,000 3,546,000 250,000 2,613,000 5,542,000 8,155,000 460,000 998,000 4,248,000 5,246,000 357,000 8,305,000 10,220,000 18,525,000 814,000 1,379,000 5,928,000 7,307,000 509,000 1,245,000 4,928,000 6,173,000 401,000 526,000 5,827,000 6,353,000 507,000 7,605,000 9,499,000 17,104,000 765,000 346,000 870,000 1,216,000 177,000
F-76
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ Miniwarehouses 1/1/02 Azusa - 933,000 1,659,000 18,000 4,926,000 1/1/02 Belmont/DairyLane - 915,000 1,252,000 48,000 - 1/1/02 Carmichael/FairOaks - 584,000 1,431,000 23,000 (2,000) 1/1/02 Carson/CarsonSt - 507,000 877,000 46,000 1,000 1/1/02 Concord - 650,000 1,332,000 66,000 (44,000) 1/1/02 Ft.Lauderdale/Sun - 452,000 1,254,000 34,000 (48,000) 1/1/02 Ft.Lauderdale/Sun - 532,000 1,444,000 59,000 (56,000) 1/1/02 Marietta/CobbPark - 419,000 1,571,000 23,000 (2,000) 1/1/02 Miami/27thAve - 272,000 1,572,000 48,000 1,000 1/1/02 Miami/Airport - 517,000 915,000 44,000 2,000 1/1/02 Miami/MarlinRoad - 562,000 1,345,000 37,000 (49,000) 1/1/02 Oakland/SanLeandro - 330,000 1,116,000 82,000 (34,000) 1/1/02 Palmdale/PStreet - 218,000 1,287,000 40,000 3,000 1/1/02 Pasadena/SFairOaks - 1,313,000 1,905,000 51,000 (2,000) 1/1/02 Pasadena/SierraMadre - 706,000 872,000 72,000 (28,000) 1/1/02 PembrokePark - 475,000 1,259,000 17,000 (47,000) 1/1/02 Redlands - 423,000 1,202,000 119,000 (34,000) 1/1/02 Richmond/Jacuzzi - 419,000 1,224,000 44,000 (44,000) 1/1/02 Riverside - 95,000 1,106,000 30,000 (41,000) 1/1/02 Sacramento/Capitol - 186,000 1,284,000 19,000 (49,000) 1/1/02 Sacramento/Florin - 624,000 1,710,000 70,000 3,000 1/1/02 Sacramento/Howe - 361,000 1,181,000 21,000 (45,000) 1/1/02 SanCarlos/Shorewa - 737,000 1,360,000 17,000 (52,000) 1/1/02 SanJose/Capitol - 400,000 1,183,000 29,000 1,000 1/1/02 SanJose/FelipeAve - 517,000 1,482,000 46,000 (3,000) 1/1/02 SantaClara/Laurel - 1,178,000 1,789,000 53,000 (62,000) 1/1/02 So.SanFrancisco - 1,018,000 2,464,000 43,000 39,000 1/1/02 Tucker/MontrealRd - 760,000 1,485,000 33,000 (3,000) 1/1/02 Tucker/Mountain - 519,000 1,385,000 66,000 - 1/1/02 Tustin - 962,000 1,465,000 33,000 (53,000) 1/3/02 StCharles/VeteransMemorialPkwy - 687,000 1,602,000 134,000 - 1/7/02 Bothell/N.BothellWay - 1,063,000 4,995,000 144,000 - 1/15/02 Houston/N.Loop - 2,045,000 6,178,000 (1,000) - 1/16/02 Annapolis/WestSt - 955,000 3,669,000 13,000 - 1/16/02 Austin/UsHwy183 - 608,000 3,856,000 16,000 - 1/16/02 Austin/W.6thSt - 2,399,000 4,493,000 90,000 - 1/16/02 Birmingham/Commons - 1,125,000 3,938,000 32,000 -
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation -------------- -------------- -------------- ------------- 933,000 6,603,000 7,536,000 461,000 915,000 1,300,000 2,215,000 263,000 584,000 1,452,000 2,036,000 289,000 507,000 924,000 1,431,000 179,000 650,000 1,354,000 2,004,000 253,000 452,000 1,240,000 1,692,000 244,000 532,000 1,447,000 1,979,000 285,000 419,000 1,592,000 2,011,000 314,000 272,000 1,621,000 1,893,000 315,000 517,000 961,000 1,478,000 196,000 562,000 1,333,000 1,895,000 267,000 330,000 1,164,000 1,494,000 227,000 218,000 1,330,000 1,548,000 273,000 1,314,000 1,953,000 3,267,000 396,000 706,000 916,000 1,622,000 166,000 475,000 1,229,000 1,704,000 252,000 423,000 1,287,000 1,710,000 234,000 419,000 1,224,000 1,643,000 239,000 95,000 1,095,000 1,190,000 219,000 186,000 1,254,000 1,440,000 255,000 624,000 1,783,000 2,407,000 344,000 361,000 1,157,000 1,518,000 236,000 737,000 1,325,000 2,062,000 265,000 400,000 1,213,000 1,613,000 238,000 517,000 1,525,000 2,042,000 296,000 1,179,000 1,779,000 2,958,000 342,000 1,018,000 2,546,000 3,564,000 470,000 760,000 1,515,000 2,275,000 297,000 519,000 1,451,000 1,970,000 275,000 962,000 1,445,000 2,407,000 295,000 687,000 1,736,000 2,423,000 159,000 1,063,000 5,139,000 6,202,000 402,000 2,046,000 6,176,000 8,222,000 463,000 955,000 3,682,000 4,637,000 299,000 608,000 3,872,000 4,480,000 309,000 2,400,000 4,582,000 6,982,000 380,000 1,126,000 3,969,000 5,095,000 321,000
F-77
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ Miniwarehouses 1/16/02 Casselberry/State - 1,628,000 3,308,000 5,000 - 1/16/02 Charlotte/Cambridge - 836,000 3,908,000 3,000 - 1/16/02 Crestwood/WatsonRd - 1,232,000 3,093,000 3,000 - 1/16/02 GardenCity/Stewart - 1,489,000 4,039,000 5,000 - 1/16/02 Gilbert/WParkAve - 497,000 3,534,000 2,000 - 1/16/02 Hawthorne/GoffleRd - 2,414,000 4,918,000 - - 1/16/02 Hiawassee/N.Hiawassee - 1,622,000 1,892,000 5,000 - 1/16/02 Honolulu/Waialae - 10,631,000 10,783,000 2,000 - 1/16/02 Honolulu/Kahala - 3,722,000 8,525,000 9,000 - 1/16/02 Indianapolis/Madison - 716,000 2,655,000 11,000 - 1/16/02 Indianapolis/Rockville - 704,000 2,704,000 6,000 - 1/16/02 Indianapolis/W.86th - 812,000 2,421,000 6,000 - 1/16/02 Issaquah/Pickering - 1,138,000 3,704,000 6,000 - 1/16/02 LagunaHills/Moulton - 2,319,000 5,200,000 13,000 - 1/16/02 Longwood/StateRd - 2,123,000 3,083,000 46,000 - 1/16/02 Martinez/ArnoldDr - 847,000 5,422,000 - - 1/16/02 Memphis/Covington - 620,000 3,076,000 1,000 - 1/16/02 Memphis/SummerAve - 1,103,000 2,772,000 4,000 - 1/16/02 Millersville/Veterans - 1,036,000 4,229,000 13,000 - 1/16/02 Naperville/Washington - 2,712,000 2,225,000 415,000 - 1/16/02 NewOrleans/I-10 - 1,286,000 3,380,000 18,000 - 1/16/02 Northglenn/HuronSt - 688,000 2,075,000 8,000 - 1/16/02 Novato/RushLanding - 1,858,000 2,574,000 6,000 - 1/16/02 Orlando/S.Kirkman - 889,000 3,180,000 2,000 - 1/16/02 Pasadena/E.Colorado - 1,125,000 5,160,000 10,000 - 1/16/02 Phoenix/WUnionHills - 1,071,000 2,934,000 21,000 - 1/16/02 RanchoCucamonga - 579,000 3,222,000 3,000 - 1/16/02 Renton/Kent - 768,000 4,078,000 16,000 - 1/16/02 RochellePark/168 - 744,000 4,430,000 18,000 - 1/16/02 SanMateo/S.Delaware - 1,921,000 4,602,000 13,000 - 1/16/02 SanRamon/SanRamo - 1,522,000 3,510,000 6,000 - 1/16/02 SantaClara/Lafayette - 1,393,000 4,626,000 5,000 - 1/16/02 SantaCruz/River - 2,148,000 6,584,000 (2,000) - 1/16/02 Schaumburg/W.Wise - 1,158,000 2,598,000 8,000 - 1/16/02 Scottsdale/N.Hayden - 2,111,000 3,564,000 18,000 - 1/16/02 Skokie/SkokieBlvd - 716,000 5,285,000 4,000 - 1/16/02 Southfield/Telegraph - 2,869,000 5,507,000 1,000 -
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation -------------- -------------- -------------- ------------- 1,629,000 3,312,000 4,941,000 273,000 836,000 3,911,000 4,747,000 325,000 1,233,000 3,095,000 4,328,000 255,000 1,490,000 4,043,000 5,533,000 327,000 497,000 3,536,000 4,033,000 297,000 2,415,000 4,917,000 7,332,000 403,000 1,623,000 1,896,000 3,519,000 168,000 10,636,000 10,780,000 21,416,000 831,000 3,724,000 8,532,000 12,256,000 678,000 716,000 2,666,000 3,382,000 225,000 704,000 2,710,000 3,414,000 229,000 812,000 2,427,000 3,239,000 207,000 1,139,000 3,709,000 4,848,000 303,000 2,320,000 5,212,000 7,532,000 446,000 2,124,000 3,128,000 5,252,000 269,000 847,000 5,422,000 6,269,000 448,000 620,000 3,077,000 3,697,000 261,000 1,103,000 2,776,000 3,879,000 232,000 1,036,000 4,242,000 5,278,000 361,000 2,713,000 2,639,000 5,352,000 193,000 1,293,000 3,391,000 4,684,000 281,000 688,000 2,083,000 2,771,000 181,000 1,859,000 2,579,000 4,438,000 220,000 889,000 3,182,000 4,071,000 255,000 1,126,000 5,169,000 6,295,000 423,000 1,066,000 2,960,000 4,026,000 250,000 579,000 3,225,000 3,804,000 274,000 768,000 4,094,000 4,862,000 338,000 744,000 4,448,000 5,192,000 350,000 1,922,000 4,614,000 6,536,000 376,000 1,523,000 3,515,000 5,038,000 291,000 1,394,000 4,630,000 6,024,000 381,000 2,149,000 6,581,000 8,730,000 537,000 1,159,000 2,605,000 3,764,000 214,000 2,114,000 3,579,000 5,693,000 302,000 716,000 5,289,000 6,005,000 439,000 2,870,000 5,507,000 8,377,000 451,000
F-78
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ Miniwarehouses 1/16/02 SunnyIslesBch - 931,000 2,845,000 14,000 - 1/16/02 W.Babylon/Sunrise - 1,609,000 3,959,000 7,000 - 1/16/02 W.PalmBeach/Okeechobee - 2,149,000 4,650,000 30,000 - 1/16/02 Waukegan/Greenbay - 933,000 3,826,000 2,000 - 1/16/02 WestLa/WOlympic - 6,532,000 5,975,000 37,000 - 1/16/02 Woodlawn/Whitehead - 2,682,000 3,355,000 21,000 - 2/2/02 Nashua/SouthwoodDr - 2,493,000 4,326,000 159,000 - 2/15/02 Houston/Fm1960East - 859,000 2,004,000 51,000 - 3/7/02 Baltimore/RussellStreet - 1,763,000 5,821,000 175,000 - 3/11/02 Weymouth/MainSt - 1,440,000 4,433,000 141,000 - 3/28/02 Clinton/BranchAve&Schultz - 1,257,000 4,108,000 294,000 - 4/17/02 LaMirada/Alondra - 1,749,000 5,044,000 360,000 - 5/1/02 N.RichlndHls/RufeSnowDr - 632,000 6,337,000 (3,000) - 5/2/02 Parkville/E.Joppa - 898,000 4,306,000 127,000 - 6/17/02 Waltham/LexingtonSt - 3,183,000 5,733,000 132,000 - 6/30/02 Nashville/Charlotte - 876,000 2,004,000 62,000 - 7/2/02 MtJuliet/LebonanRd - 516,000 1,203,000 52,000 - 7/14/02 Yorktown/GeorgeWashington - 707,000 1,684,000 24,000 - 7/22/02 Brea/E.Lambert&ClifwoodPk - 2,114,000 3,555,000 145,000 - 8/1/02 Bricktown/Route70 - 1,292,000 3,690,000 123,000 - 8/1/02 Danvers/NewburySt. - 1,311,000 4,140,000 240,000 - 8/15/02 Montclair/HoltBlvd. - 889,000 2,074,000 157,000 - 8/21/02 RockvilleCentre/MerrickRd - 3,693,000 6,990,000 273,000 - 9/13/02 Kent/PacificHighway - 1,839,000 4,291,000 87,000 - 9/13/02 Lacey/MartinWay - 1,379,000 3,217,000 53,000 - 9/13/02 Lakewood/Bridgeport - 1,286,000 3,000,000 79,000 - 11/4/02 ScotchPlains/Route22 - 2,124,000 5,072,000 50,000 - 12/23/02 SntaClarita/Viaprincssa - 2,508,000 3,008,000 448,000 - 2/13/03 Malden/EasternAve - 3,212,000 2,739,000 7,000 - 2/13/03 Pasadena/RitchieHwy - 2,253,000 4,218,000 8,000 - 2/24/03 Miami/SW137thAve - 1,600,000 4,684,000 - - 3/3/03 Chantilly/DullesSouthCourt - 2,190,000 4,314,000 7,000 - 3/6/03 Medford/MysticAve - 3,886,000 4,982,000 8,000 - 5/27/03 CastroValley/GroveWay - 2,247,000 5,881,000 5,000 - 8/2/03 Sacramento/E.StocktonBlvd - 554,000 4,175,000 4,000 - 8/13/03 Timonium/W.PadoniaRoad - 1,932,000 3,681,000 4,000 - 8/21/03 VanNuys/Sepulveda-B - 1,698,000 3,886,000 1,000 -
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation -------------- -------------- -------------- ------------- 931,000 2,859,000 3,790,000 233,000 1,610,000 3,965,000 5,575,000 325,000 2,150,000 4,679,000 6,829,000 387,000 933,000 3,828,000 4,761,000 317,000 6,535,000 6,009,000 12,544,000 489,000 2,683,000 3,375,000 6,058,000 293,000 2,494,000 4,484,000 6,978,000 340,000 859,000 2,055,000 2,914,000 158,000 1,764,000 5,995,000 7,759,000 441,000 1,441,000 4,573,000 6,014,000 338,000 1,335,000 4,324,000 5,659,000 303,000 1,857,000 5,296,000 7,153,000 336,000 632,000 6,334,000 6,966,000 481,000 898,000 4,433,000 5,331,000 297,000 3,184,000 5,864,000 9,048,000 368,000 876,000 2,066,000 2,942,000 138,000 516,000 1,255,000 1,771,000 88,000 707,000 1,708,000 2,415,000 110,000 2,115,000 3,699,000 5,814,000 222,000 1,294,000 3,811,000 5,105,000 231,000 1,312,000 4,379,000 5,691,000 256,000 889,000 2,231,000 3,120,000 146,000 3,695,000 7,261,000 10,956,000 401,000 1,840,000 4,377,000 6,217,000 44,000 1,380,000 3,269,000 4,649,000 33,000 1,287,000 3,078,000 4,365,000 31,000 2,125,000 5,121,000 7,246,000 273,000 2,503,000 3,461,000 5,964,000 161,000 3,212,000 2,746,000 5,958,000 87,000 2,253,000 4,226,000 6,479,000 152,000 1,600,000 4,684,000 6,284,000 148,000 2,190,000 4,321,000 6,511,000 114,000 3,886,000 4,990,000 8,876,000 129,000 2,247,000 5,886,000 8,133,000 139,000 554,000 4,179,000 4,733,000 82,000 1,932,000 3,685,000 5,617,000 38,000 1,698,000 3,887,000 5,585,000 39,000
F-79
Adjustments Resulting from the Initial Cost Subsequent ---------------------------- Costs Acquisition Date Encum- Buildings & to of Minority Acquired Description brances Land Improvements Acquisition Interest - ------------------ ------------------------------ ------------ ------------- -------------- ------------- ------------ Miniwarehouses 9/9/03 Westwood/EastSt - 3,267,000 5,013,000 4,000 - 10/21/03 SanDiego/MiramarRoad - 2,244,000 6,653,000 1,000 - 11/3/03 ElSobrante/SanPabloDamRoad - 1,255,000 4,990,000 - - 11/6/03 PearlCity/KamehamehaHwy - 4,428,000 4,839,000 - - 12/23/03 Boston/SouthamptonStreet - 5,334,000 7,511,000 2,000 - OtherProperties Glendale/WesternAvenue - 1,622,000 3,771,000 12,799,000 - 12/13/99 Burlingame(Commercial&PUD) - 4,043,000 9,434,000 172,000 - 12/30/99 WestPalmBeach - 984,000 2,358,000 40,000 - 4/28/00 SanDiego/Sorrento - 1,282,000 3,016,000 10,000 - 6/1/98 Renton/Sw39thSt. - 725,000 2,196,000 92,000 - 6/29/98 PompanoBch/CenterPortCircle - 795,000 2,312,000 180,000 - 12/9/98 Miami/Nw115thAve - 1,095,000 2,349,000 212,000 - 12/30/99 TamaracParkway - 1,902,000 4,467,000 1,350,000 - 12/29/00 Gardena - 1,737,000 5,456,000 17,000 - 4/2/02 LongBeach - 887,000 6,251,000 - - ConstructioninProgress - - 81,856,000 ----------- -------------- -------------- ------------ ------------- $16,630,000 $1,316,705,000 $3,095,471,000 $547,978,000 $247,200,000 =========== ============== ============== ============ =============
Gross Carrying Amount At December 31, 2003 -------------------------------------------- Accumulated Land Buidling Total Depreciation -------------- -------------- -------------- ------------- 3,267,000 5,017,000 8,284,000 51,000 2,244,000 6,654,000 8,898,000 66,000 1,255,000 4,990,000 6,245,000 33,000 4,428,000 4,839,000 9,267,000 32,000 5,334,000 7,513,000 12,847,000 - 1,615,000 16,577,000 18,192,000 15,543,000 4,043,000 9,606,000 13,649,000 1,657,000 913,000 2,469,000 3,382,000 394,000 1,024,000 3,284,000 4,308,000 607,000 725,000 2,288,000 3,013,000 637,000 795,000 2,492,000 3,287,000 670,000 1,102,000 2,554,000 3,656,000 548,000 1,890,000 5,829,000 7,719,000 766,000 1,737,000 5,473,000 7,210,000 791,000 887,000 6,251,000 7,138,000 1,286,000 12,236,000 69,620,000 81,856,000 - -------------- ------------- -------------- -------------- $1,345,118,000 $3,862,236,000$5,207,354,000 $1,153,059,000 ============== ============= ============== ==============
F-80 EX-3.(II) 3 q403psi_ex351.txt PUBLIC STORAGE, INC EXHIBIT 3.51 AMENDED BYLAWS Exhibit 3.51 Amendment to Bylaws of Public Storage, Inc. Adopted by the Board of Directors on March 11, 2004 WHEREAS: The Board of Directors of this corporation considers it to be in the best interests of the corporation to decrease the authorized number of directors of the corporation from eleven (11) to ten (10); and WHEREAS: The corporation's Bylaws permit the Board of Directors to designate the number of directors of the corporation provided that such number is within the range of not less than eight (8) or more than fifteen (15). NOW, THEREFORE, BE IT RESOLVED: That the second sentence of Section 3 of Article IV of the corporation's Bylaws is hereby amended to read as follows: "The exact number of directors shall be ten (10) until changed within the limits specified above, by a bylaw amending this section 3, duly adopted by the board of directors or by the shareholders." EX-10 4 q403psi_ex1044.txt EXHIBIT 10.44 - PSAF ACQ. PARTNERSHIP AGREEMENT Exhibit 10.44 LIMITED PARTNERSHIP AGREEMENT OF PSAF ACQUISITION PARTNERS, L.P. BETWEEN PS TEXAS HOLDINGS, LTD. AND [LIMITED PARTNER] DATED AS OF DECEMBER 18, 2003 Exhibits to this Agreement will be furnished to the Securities and Exchange Commission upon request. TABLE OF CONTENTS Page 1. Formation; Purposes; Term.................................................1 1.1 Formation..........................................................1 1.2 Name...............................................................1 1.3 Purposes and Powers................................................1 1.4 Principal Executive Office.........................................2 1.5 Term...............................................................2 1.6 Filings; Agent for Service of Process..............................2 1.7 Other Activities...................................................2 1.8 Definitions........................................................3 2. Partners; Capital Contributions...........................................13 2.1 Partners...........................................................13 2.2 Capital Contributions..............................................13 2.3 Extent of Liability................................................15 2.4 Other Matters......................................................16 3. Allocations...............................................................16 3.1 Profits............................................................16 3.2 Losses.............................................................17 3.3 Certain Special Allocations........................................17 3.4 Gain from Sale.....................................................17 3.5 Regulatory Special Allocations.....................................18 3.6 Other Allocations Rules............................................20 3.7 Tax Allocations: Code Section 704(c)...............................21 4. Distributions.............................................................21 4.1 Operating Cash.....................................................21 4.2 Capital Proceeds...................................................22 4.3 Amounts Withheld...................................................23 5. Management................................................................23 5.1 Managing Partner; Standard of Care.................................23 5.2 Authority of Managing Partner......................................24 5.3 Limitations on Rights and Powers...................................24 i 5.4 Project Acquisition................................................25 5.5 Compensation and Reimbursement.....................................28 5.6 Hazardous Materials................................................29 6. Action by Partners; Investment Committee..................................30 6.1 Action by Partners.................................................30 6.2 Investment Committee...............................................30 7. Books and Records; Fiscal Matters.........................................32 7.1 Books and Records..................................................32 7.2 Reports............................................................32 7.3 Tax Information....................................................33 7.4 Fiscal Year........................................................33 7.5 Tax Matters Partner................................................33 7.6 Tax Elections Made by Managing Partner.............................33 7.7 Taxation as a Partnership..........................................33 7.8 Avoidance of Unrelated Business Taxable Income.....................33 8. Transfer of Interests.....................................................34 8.1 Transfer of Interest of General Partner............................34 8.2 Transfer of Interest of Limited Partner............................34 8.3 Prohibited Transfers...............................................35 8.4 Representations; Legend............................................35 8.5 Distributions and Allocations in Respect to Transferred Interests..36 8.6 Right to Transfer to Affiliates....................................36 9. Options to Purchase.......................................................37 9.1 General Partner's Option to Purchase...............................37 9.2 Consideration......................................................37 9.3 Determination of Net Equity........................................37 9.4 Determination of Fair Market Value.................................37 9.5 Closing............................................................39 9.6 Limited Partner's Option to Purchase...............................39 10. Dissolution and Winding up................................................39 10.1 Liquidating Events.................................................39 10.2 Winding Up.........................................................40 10.3 Shortfall..........................................................41 ii 10.4 Compliance with Timing Requirements of Regulations.................41 10.5 Rights of Partners.................................................41 11. Indemnification...........................................................41 11.1 Indemnification....................................................41 11.2 Expenses...........................................................42 11.3 Indemnification Rights Nonexclusive................................42 11.4 Errors and Omissions Insurance.....................................42 11.5 Assets of the Partnership..........................................42 12. Defaulting Event Remedies.................................................42 12.1 Election to Purchase Defaulting Partner's Interest.................42 12.2 Purchase Price of Defaulting Partner's Interest....................43 12.3 Remedies Nonexclusive..............................................43 13. Representations and Warranties............................................44 13.1 Representations and Warranties of the General Partner..............44 13.2 Representations and Warranties of the Limited Partner..............45 13.3 Agreements of the General Partner..................................45 14. Miscellaneous.............................................................46 14.1 Notices............................................................46 14.2 Binding Effect.....................................................48 14.3 Construction.......................................................48 14.4 Time...............................................................48 14.5 Headings...........................................................48 14.6 Severability.......................................................48 14.7 Incorporation by Reference.........................................48 14.8 Further Action.....................................................48 14.9 Variation of Pronouns..............................................48 14.10 Governing Law......................................................49 14.11 Waiver of Action for Partition.....................................49 14.12 Counterparts.......................................................49 14.13 Sole and Absolute Discretion.......................................49 14.14 Entire Agreement...................................................49 14.15 Attorneys' Fees....................................................49 14.16 Third Parties......................................................49 iii 14.17 Waiver.............................................................49 14.18 Amendment and Modification.........................................49 14.19 Dispute Resolution.................................................49 14.20 Confidentiality....................................................50 14.21 Guarantees.........................................................51 iv LIMITED PARTNERSHIP AGREEMENT OF PSAF ACQUISITION PARTNERS, L.P. This LIMITED PARTNERSHIP AGREEMENT OF PSAF ACQUISITION PARTNERS, L.P. is entered into as of December 18, 2003, and shall be effective as of January 1, 2004 (the "Effective Date"), by and between PS TEXAS HOLDINGS, Ltd., a Texas limited partnership, as the General Partner, and [LIMITED PARTNER], pursuant to the provisions of the Act. WHEREAS, the General Partner and the Limited Partner propose to form a limited partnership to pursue the acquisition and ownership of a number of well-located self-storage facilities in the United States for income and capital appreciation; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Partners hereby covenant and agree among themselves as follows: 1. FORMATION; PURPOSES; TERM 1.1 Formation. The Partners hereby form the Partnership as a limited partnership pursuant to the provisions of the Act and upon the terms and conditions set forth in this Agreement. 1.2 Name. The name of the Partnership shall be PSAF Acquisition Partners, L.P. and all business of the Partnership shall be conducted in such name or in the name "Public Storage." 1.3 Purposes and Powers. (a) The Partnership is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Partnership is, directly and indirectly, acquiring, owning, renovating, leasing and otherwise operating and dealing with, and selling or otherwise disposing of, the Projects as self-storage facilities, and conducting any and all activities as may be necessary or incidental to the foregoing. (b) The Partnership is empowered to do any and all things necessary, appropriate or convenient for the furtherance and accomplishment of its purposes, and for the protection and benefit of the Partnership and its Property, including but not limited to the following: (i) Entering into and performing contracts of any kind; (ii) Acquiring, renovating, operating, maintaining, owning, transferring, renting, leasing, selling or otherwise disposing of any property, real, personal or mixed; 1 (iii) Applying for and obtaining governmental authorizations and approvals; and (iv) Bringing and defending actions at law or in equity. (c) Except as otherwise provided in this Agreement, the Partnership shall not engage in any other activity or business. No Partner shall have any authority to hold itself out as a general agent of another Partner in any other business or activity. 1.4 Principal Executive Office. The principal executive office of the Partnership shall be at 701 Western Avenue, Glendale, California 91201-2349. The principal executive office may be changed from time to time by the General Partner. 1.5 Term. The term of the existence of the Partnership shall commence on the Effective Date and shall continue until the winding up and liquidation of the Partnership and its business is completed following a Liquidating Event, as provided in Section 10. 1.6 Filings; Agent for Service of Process. (a) The General Partner has caused a Certificate of Limited Partnership on Form LP-1 to be filed with the California Secretary of State in accordance with the Act. The Partnership shall take any and all actions reasonably necessary to perfect and maintain the status of the Partnership as a limited partnership under the laws of the State of California and under the laws of any other states or jurisdictions in which the Partnership engages in business. (b) To the extent required pursuant to the Act or the applicable laws of any other state or jurisdiction, the name and address of the agent for service of process shall be Harvey Lenkin, 701 Western Avenue, Glendale, California 91201-2349, or any successor as appointed by the General Partner. (c) Upon the dissolution of the Partnership, the Partnership shall promptly execute and cause to be filed any necessary certificates of dissolution and cancellation in accordance with the Act and the applicable laws of any other state or jurisdiction in which the Partnership has engaged in business. 1.7 Other Activities. (a) The Limited Partner acknowledges that the PSA Affiliates are engaged in the business, directly and indirectly, of acquiring, owning, renovating, developing, leasing, managing and operating self-storage facilities. The Limited Partner understands that the PSA Affiliates may be involved, directly or indirectly, in various other projects and businesses not included in the Partnership. The Partners hereby agree that the creation of the Partnership and involvement herein by each of the Partners shall not prejudice their rights (or the rights of their Affiliates) to have such other interests and activities and to enjoy profits or other benefits therefrom, and each Partner waives any rights it might otherwise have to share or participate in such other interests or activities of the other Partners or their Affiliates. Except as otherwise provided in this Agreement, the Partners and their Affiliates may engage in or possess any interest in any 2 other business venture of any nature or description, independently or with others, including without limitation, the acquisition, ownership, development, leasing, managing and operation of self-storage facilities or other real property, and neither the Partnership nor any Partner shall have any right by virtue of this Agreement in and to such venture or the income or profits derived therefrom. (b) Notwithstanding the provisions of Section 1.7(a) above, so long as the General Partner is required to afford the Partnership the first right to acquire and own a Qualifying Project pursuant to Section 6.2, no PSA Affiliate (other than a Hughes Affiliate) shall acquire a Qualifying Project without complying with the provisions of Section 6.2. 1.8 Definitions. Capitalized words and phrases used in this Agreement have the meanings set forth in this Section 1.8 or elsewhere in this Agreement: (a) "Act" means the California Revised Limited Partnership Act as set forth in Title 2 (commencing with Section 15611) of the Corporations Code of the State of California, as amended from time to time (or any corresponding provisions of succeeding law), provided that the substantive rights of the Partners under this Agreement shall not be adversely affected by any such amendment. (b) "Acquisition Costs" means the third party costs incurred by the Partnership or any PSA Affiliate to acquire a Qualifying Project which has been approved for acquisition by the Investment Committee in accordance with Section 5.4 (regardless of whether such Qualifying Project is actually acquired by the Partnership), including any and all third party costs of closing such acquisition (e.g., transfer tax, title insurance, escrow charges, recording fees, legal fees, commissions, brokerage, finders' or similar fees and other charges of third party vendors incurred in connection with the evaluation, negotiation and closing of a Project) and any and all rebranding costs (e.g., changing signs, painting); provided, however that such costs shall not exceed the amounts set forth on the Acquisition Pro-Forma Budget; and provided further that, such costs shall not include costs attributable to properties considered for acquisition by the Partnership but not approved for acquisition by the Investment Committee in accordance with Section 5.4. Acquisition Costs shall include a reserve established by the General Partner, as set forth in the Acquisition Pro-Forma Budget, to pay for the (1) deferred maintenance, if any, of a Project and (2) costs, if any, of initial operations and lease up until a Project has achieved three consecutive months of positive Net Operating Income. (c) "Acquisition Period" means the period commencing on the Effective Date and continuing until the earlier to occur of (i) the date which is nine months after the Effective Date or (ii) the date on which the Partnership has acquired or committed to acquire Projects that require or would require total Capital Contributions from Partners in excess of $125,000,000. (d) "Acquisition Pro-Forma Budget" means the pro-forma budget in the form attached as Exhibit F, prepared by the General Partner and approved by the Investment Committee as set forth in Section 5.4(a). The Acquisition Pro-Forma Budget shall identify with specificity the nature, amount and payee of all payments proposed to be made to PSA Affiliates for Acquisition Costs. 3 (e) "Adjusted Capital Account Deficit" means, with respect to any Partner, the deficit balance, if any, in such Partner's Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments: (i) Credit to such Capital Account any amounts which such Partner is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and (ii) Debit to such Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Regulations. The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith. (f) "Adjusted Capital Contributions" means, as of any day with respect to a Partner, such Person's Capital Contributions, adjusted as follows: (i) Increased by the amount of any Partnership liabilities which, in connection with distributions to such Person pursuant to Sections 4.1, 4.2, and 10.2(c), are assumed by such Person or are secured by any Property distributed to such Person; and (ii) Reduced by the amount of cash and the Gross Asset Value of any Property distributed to such Person pursuant to Sections 2.2(d), 4.2(b), 4.2(d) and 10.2(c) and the amount of any liabilities of such Person assumed by the Partnership or which are secured by any Property contributed by such Person to the Partnership. In the event such Person Transfers all or any portion of its Interest in accordance with the terms of this Agreement, its transferee shall succeed to its Adjusted Capital Contribution to the extent it relates to the transferred Interest. (g) "Affiliate" means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such Person, (ii) any Person owning or controlling 10% or more of the outstanding voting interests of such Person, (iii) any officer, director or general partner of such Person, or (iv) any Person who is an officer, director, general partner, trustee or holder of 10% or more of the voting interests of any Person described in clauses (i) through (iii) of this sentence. (h) "Agreement" means this Limited Partnership Agreement of PSAF Acquisition Partners, L.P. and the exhibits hereto, as amended from time to time. Words such as "herein," "hereinafter," "hereof," "hereto" and "hereunder" refer to this Agreement as a whole, unless the context otherwise requires. (i) "Appraiser" means a disinterested entity that is experienced in valuing real estate portfolios and (a) is a M.A.I. appraiser that is a member of the American Institute of Real Estate Appraisers, any organization successor 4 thereto, or other nationally recognized organization of real estate appraisers, with at least five years' experience in the case of the First and Second Appraisers and ten years' experience in the case of the Third Appraiser in conducting appraisals in the commercial real estate industry, and is qualified and experienced in appraising self-storage facilities similar to the Property, or (b) that works in conjunction with another disinterested entity with the qualifications described in (a) and both such entities sign the report. "First Appraiser," "Second Appraiser" and "Third Appraiser" shall have the meanings set forth in Section 9.4. (j) "Appraised Value" means the amount that a third party buyer would reasonably be expected to pay for all of the Property, on a portfolio basis, in a cash purchase, taking into account the current condition, use and zoning of the Property, net of a provision for all normal costs of sale, including a real estate commission at prevailing rates. (k) "Business Day" means Monday through Friday of each week, except that a legal holiday recognized as such by the United States Government shall not be regarded as a Business Day. (l) "Business Plans" means the "Initial Business Plan" attached hereto as Exhibit G and "Annual Business Plans" in the form attached hereto as Exhibit H. (m) "Capital Account" means, with respect to any Partner, the Capital Account maintained for such Person in accordance with the following provisions: (i) To each Person's Capital Account there shall be credited such Person's Capital Contributions, such Person's distributive share of Profits under Section 3.1 and any items in the nature of income or gain that are specially allocated pursuant to Sections 3.4 or 3.5, and the amount of any Partnership liabilities assumed by such Person or that are secured by any Property distributed to such Person. (ii) To each Person's Capital Account there shall be debited the amount of cash and the Gross Asset Value of any Property distributed to such Person pursuant to Sections 2.2(d), 4.1, 4.2, 4.3 and 10.2, such Person's distributive share of Losses under Section 3.2 and any items in the nature of expenses or losses that are specially allocated pursuant to Sections 3.3 or 3.5, and the amount of any liabilities of such Person assumed by the Partnership or that are secured by any property contributed by such Person to the Partnership. (iii) In the event any Interest is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Interest. (iv) In determining the amount of any liabilities for purposes of the definitions of "Adjusted Capital Contributions" and "Capital Accounts," there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Regulations. 5 The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the General Partner shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities that are secured by contributed or distributed property or that are assumed by the Partnership or the Partners), are computed in order to comply with such Regulations, the General Partner may make such modification, provided that it is not likely to have a material effect on the amounts distributable to any Partner pursuant to Section 10 upon the dissolution of the Partnership. The General Partner also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Partners and the amount of Partnership capital reflected on the Partnership's balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(g), and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b). (n) "Capital Contributions" means, with respect to any Partner, the amount of money and the Gross Asset Value at the time of contribution of any property (other than money) contributed to the Partnership with respect to the interest in the Partnership held by such Partner. (o) "Capital Proceeds" means the gross cash proceeds of sales and financings of the Partnership's Properties, less the portion thereof used to pay or establish reserves for all Partnership expenses, any debt payments, capital improvements and other costs of renovations, replacements and contingencies, all as determined in accordance with the terms hereof. (p) "Capital Reserve" means a reserve for capital expenditures of 2.3% of annual gross revenue. (q) "Code" means the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law). (r) "Defaulting Event" means (i) a Partner's withdrawal as a Partner from the Partnership in breach of Section 2.4(a), (ii) the Transfer by a Partner of all or any part of its Interest in the Partnership (or such Partner's right to receive distributions) in breach of Section 8, (iii) a Partner's failure to make one or more capital contributions pursuant to Section 2.2 which in the aggregate exceed $100,000, which failure continues ten Business Days after written demand by the General Partner or any Partner; (iv) the General Partner taking any unilateral action which requires the unanimous consent of the Partners without first securing such consent in accordance with the terms hereof and (v) a violation of Section 1.7(b) or Section 13.3 (to the extent the circumstances giving rise to such violation are within the control of the General Partner or a PSA Affiliate), provided, however, that in the case of (iv) or (v) the action taken would prejudice the Limited Partner in a materially adverse manner and such default or prejudice is not cured or eliminated or in the process of being cured or eliminated in good faith within ten days after giving of notice by the Limited Partner to the General Partner specifying the nature of such default. 6 (s) "Defaulting Partner" means a Partner with respect to which a Defaulting Event occurs. (t) "Depreciation" means, for each Fiscal Year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable with respect to an asset for such year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis; provided, however, that if the federal income tax depreciation, amortization, or other cost recovery deduction for such year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the General Partner. (u) "Fair Market Value" shall have the meaning set forth in Section 9.4. (v) "Fiscal Year" shall have the meaning set forth in Section 7.4. (w) "Gain from Sale" shall mean any gain recognized for federal income tax purposes from the sale or other disposition of the Partnership's assets computed by reference to the Gross Asset Value of the Property disposed of, notwithstanding that the adjusted tax basis of such Property differs from its Gross Asset Value. (x) "Gross Asset Value" means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows: (i) The initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of such asset, as determined by the Partners (as described below the Partners have agreed that the gross fair market value of Projects contributed by the General Partner to the Partnership at the time of contribution will be based on the cost of those Projects as set forth in Section 2.2); (ii) The Gross Asset Values of all Partnership assets shall be adjusted to equal their respective gross fair market values, as determined by the Partners, as of the following times: (A) the acquisition of an additional Interest by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (B) the distribution by the Partnership to a Partner of more than a de minimis amount of Property as consideration for an Interest; and (C) the liquidation of the Partnership within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); provided, however that the adjustments pursuant to clauses (A) and (B) above shall be made only if the Partners reasonably determine that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership; (iii) The Gross Asset Value of any Partnership asset distributed to any Partner shall be the gross fair market value of such asset on the date of distribution; and 7 (iv) The Gross Asset Values of Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulation Section 1.704-1(b)(2)(iv)(m) and Sections 1.8(uu) and 3.5(g); provided, however, that Gross Asset Values shall not be adjusted pursuant to this Section 1.8(x)(iv) to the extent the Partners determine that an adjustment pursuant to Section 1.8(x)(ii) is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this Section 1.8(x)(iv). If the Gross Asset Value of an asset has been determined or adjusted pursuant to Section 1.8(x)(i), 1.8(x)(ii) or 1.8(x)(iv), such Gross Asset Value shall thereafter be adjusted by Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses. (y) "Hazardous Materials" means any toxic, reactive, corrosive, ignitable or flammable chemical compound or hazardous substance, material or waste, whether solid, liquid or gas, that is regulated by any federal or state law or regulation. (z) "Hazardous Materials Claims" shall have the meaning set forth in Section 5.6. (aa) "Hazardous Materials Laws" means all federal, state or local laws or regulations which regulate or relate to the use, treatment, storage, transportation, generation, handling or disposal of, or emission, discharge or other release or threatened release of, any Hazardous Materials. (bb) "Hughes Affiliate" shall mean: (x) B. Wayne Hughes or (y) members of his immediate family or (z) any of their Affiliates, other than PSA and other PSA Affiliates. (cc) "Indemnitee" shall have the meaning set forth in Section 11.1. (dd) "Interest" means an interest, whether as a general partner or limited partner, in the Partnership representing the rights and obligations under the Agreement of the Partner who holds such Interest. (ee) "Investment Committee" shall have the meaning set forth in Section 6.2(a). (ff) "Liquidating Event" shall have the meaning set forth in Section 10.1. (gg) "Minimum Gain" has the meaning set forth in Regulations Sections 1.704-2(b)(2) and 1.704-2(d). 8 (hh) "Net Equity" of a Partner's Interest as of a specified date means the amount that would be distributed to such Partner in liquidation of the Partnership pursuant to Sections 10.2 and 10.3 as of that date if (1) all of the Partnership's Property were sold for its Fair Market Value, (2) the Partnership paid its accrued, but unpaid, liabilities, and established reserves pursuant to this Agreement for the payment of reasonably anticipated contingent or unknown liabilities, and (3) the Partnership distributed the remaining proceeds to the Partners in liquidation. (ii) "Net Operating Income" means all income from a Project or Projects, as the case may be, less the costs of operations, including property management fees and a Capital Reserve. Net Operating Income shall be computed on an accrual basis consistent with PSA Affiliates' prior practice. Net Operating Income will not be reduced by depreciation, amortization, cost recovery deductions or similar non-cash allowances. (jj) "Nonrecourse Deductions" shall have the meaning set forth in Section 1.704-2(b)(1) of the Regulations. (kk) "Nonrecourse Liability" shall have the meaning set forth in Section 1.704-2(b)(3) of the Regulations. (ll) "Operating Cash" means the gross cash proceeds of the Partnership from all operating sources (not including amounts taken into account in determining Capital Proceeds) less the portion thereof used to establish reserves for, or pay (except to the extent paid from reserves previously deducted from Operating Cash), any debt payments, all Partnership expenses, capital improvements and other costs of renovations, replacements and contingencies, all as determined by the Partners. "Operating Cash" shall not be reduced by depreciation, amortization, cost recovery deductions or similar allowances, but shall be increased by any reductions of reserves previously established. (mm) "Partner Nonrecourse Debt" shall have the meaning set forth in Section 1.704-2(b)(4) of the Regulations. (nn) "Partner Nonrecourse Debt Minimum Gain" means an amount, with respect to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Section 1.704-2(i)(3) of the Regulations. (oo) "Partner Nonrecourse Deductions" has the meaning set forth in Sections 1.704-2(i)(1) and 1.704-2(i)(2) of the Regulations. (pp) "Partners" means the General Partner and the Limited Partner, collectively, and reference to a "Partner" shall be to any one of the Partners. The "General Partner" and "Limited Partner" are as set forth in Section 2.1. (qq) "Partnership" means the limited partnership formed pursuant to this Agreement. 9 (rr) "Person" means any individual, partnership, corporation, trust or other entity. (ss) "Percentage Interest" means, subject to the provisions of the next sentence, with respect to the Limited Partner, 70%, and with respect to the General Partner, 30%. In the event any Interest is transferred in accordance with the provisions of this Agreement, the transferee of such Interest shall succeed to the Percentage Interest of its transferor to the extent it relates to the transferred Interest. (tt) "Priority Return" means, as to each Partner, a cumulative return on (i) that Partner's Adjusted Capital Contributions and (ii) accrued and unpaid Priority Returns, computed using monthly compounding at a monthly rate of one twelfth of 8%, provided that, in the case of the General Partner, any Capital Contribution made pursuant to Sections 2.2(a)(v) and 10.3 shall not be taken into account in computing the General Partner's Priority Return. (uu) "Profits" and "Losses" means, for each Fiscal Year or other period, an amount equal to the Partnership's taxable income or loss for such year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments: (i) Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this Section 1.8(uu) shall be added to such taxable income or loss; (ii) Any expenditures of the Partnership described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this Section 1.8(uu) shall be subtracted from such taxable income or loss; (iii) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to Section 1.8(x)(ii) or Section 1.8(x)(iii), the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses; (iv) Gain or loss resulting from any disposition of Property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the Property disposed of, notwithstanding that the adjusted tax basis of such Property differs from its Gross Asset Value; (v) In lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year or other period, computed in accordance with Section 1.8(t); 10 (vi) To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Partner's interest in the Partnership, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for purposes of computing Profits or Losses; and (vii) Notwithstanding any other provision of this Section 1.8(uu), any items which are specially allocated pursuant to Sections 3.3, 3.4 or 3.5 (including Depreciation, deductions attributable to "guaranteed payments" and Gain from Sale) shall not be taken into account in computing Profits or Losses. The amounts of the items of Partnership income, gain, loss or deduction available to be specifically allocated pursuant to Sections 3.3, 3.4 and 3.5 shall be determined by applying rules analogous to those set forth in Sections 1.8(x)(i) through 1.8(x)(vi) above. (vv) "Projects" means the Qualifying Projects which have been acquired by the Partnership pursuant to Section 5.4. (ww) "Property" means all real, personal and other property or assets acquired by the Partnership, and shall include the Projects and both tangible and intangible property. (xx) "PSA" means Public Storage, Inc., a California corporation. (yy) "PSA Affiliate" means PSA and/or any Affiliate of PSA (other than the Partnership). The General Partner shall be responsible for all activities performed hereunder by PSA Affiliates. (zz) "PSA Affiliates Operating Costs" means that portion of (i) compensation and other personnel costs incurred by PSA Affiliates in the employment of their employees and (ii) all other overhead and general and administrative costs of all PSA Affiliates, which, in either case, is reasonably allocable to the performance of services referred to in Section 5.4 with respect to Qualifying Projects; provided, however, that with respect to any Qualifying Project, such costs shall not exceed the amounts set forth on the Acquisition Pro-Forma Budget for such Qualifying Project. "PSA Affiliates Operating Costs" shall include any costs which are reasonably allocable to Qualifying Projects which are approved for acquisition by the Partnership, but not actually acquired; provided, however, that "PSA Affiliates Operating Costs" shall not include, and the Partnership shall not, under any circumstances, be responsible for, any costs attributable to properties considered for acquisition by the Partnership but not approved for acquisition. (aaa) "Purchase Notice" shall have the meaning set forth in Section 9.1 with respect to the "General Partner Purchase Notice" and Section 9.6 with respect to the "Limited Partner Purchase Notice." 11 (bbb) "Purchase Notice Date" shall have the meaning set forth in Section 9.1. (ccc) "Qualifying Project" means any real estate acquisition project located in the United States of which 90% or more of the net rentable square footage will consist of self-storage facilities and no part of the project would generate for the Limited Partner more than a de minimis amount of unrelated business taxable income under Section 511 of the Code (the Partners acknowledge that the latter requirement will exclude projects involving containerized, portable self-storage activities). A Qualifying Project shall not include (1) the acquisition of a self-storage facility owned by a PSA Affiliate on the Effective Date, or the renovation, expansion or replacement (i.e. tear-down and rebuild) of a self-storage facility owned by a PSA Affiliate, (2) a real estate development project, including the conversion of other types of improvements into self-storage, (3) a real estate project that requires significant expansion or renovation, the costs of which are estimated by the General Partner to be in excess of 10% of the Acquisition Costs of the Project, (4) a real estate project proposed to be acquired by any PSA Affiliate in a merger or similar transaction or in a transaction in which the prospective seller will not accept all cash, (5) the acquisition of less than 100% of the ownership interests in a partnership or other entity that owns self-storage facilities, (6) a portfolio of self-storage facilities with a purchase price that exceeds (A) $125,000,000 less (B) the aggregate amount of Capital Contributions contributed or committed to the Partnership for other Qualifying Projects, (7) a real estate project that is encumbered by debt that cannot be prepaid or that may only be prepaid with a prepayment penalty that, if paid, would cause the Yield of the project to be less than 8% or (8) a real estate project the acquisition of which is under consideration by [XYZ Company] or any of its controlled Affiliates or any of their respective clients or funds (solely to the extent such client or fund is being advised with respect to the acquisition of such real estate project by [XYZ Company] or its controlled Affiliates; the Limited Partner will use its reasonable best efforts to cause [XYZ Company] to notify the General Partner of its involvement with any such project at the time at which a project is formally submitted to [XYZ Company] by or on behalf of such a client or fund). (ddd) "Regulations" means the Income Tax Regulations, including Temporary Regulations, promulgated under the Code, as such Regulations may be amended from time to time (or any corresponding provisions of succeeding regulations). (eee) "Regulatory Allocations" shall have the meaning set forth in Section 3.5(h). (fff) "Securities Act" means the Securities Act of 1933, as amended (or any corresponding provisions of succeeding law). (ggg) "Shortfall" shall be determined upon the liquidation of the Partnership or upon an election by the General Partner to exercise its option to purchase all of the Interest of the Limited Partner pursuant to Section 9.1, by first calculating the monthly internal rate of return, using monthly compounding, earned with respect to the Limited Partner's contributions to the Partnership, taking into account all distributions previously received, or to be received in the liquidation or sale pursuant to the option, including amounts received as guaranteed payments, without regard to whether a Shortfall exists (that rate of return shall be the "Realized Rate of Return"). 12 If the Realized Rate of Return is equal to or in excess of one twelfth of 8.5%, the Shortfall shall be zero. If the Realized Rate of Return is less than one twelfth of 8.5%, but more than or equal to one twelfth of 6.5%, the Shortfall shall be the amount that, when added to the distribution of Capital Proceeds or to the Net Equity, would increase the Realized Rate of Return to equal one twelfth of 8.5%. If the Realized Rate of Return is less than one twelfth of 6.5%, the Shortfall shall be the amount that, when added to the distribution of Capital Proceeds or to the Net Equity, would increase the calculated Realized Rate of Return by one twelfth of 2.0%. The calculations set forth in Exhibit I illustrate how the Shortfall is to be calculated. (hhh) "Transfer" means, as a noun, any voluntary or involuntary transfer, sale, assignment, pledge, hypothecation or other disposition and, as a verb, voluntarily or involuntarily to transfer, sell, assign, pledge, hypothecate or otherwise dispose of. (iii) "Working Capital" means the sum of the initial contributions made under Sections 2.2(a)(i) and 2.2(b)(i), as may be increased, reduced, or replenished from time to time, the outstanding balance of which shall at all times be invested in instruments backed by the United States Government. (jjj) "Yield" means the Net Operating Income of a Qualifying Project or Qualifying Projects for the most recently available twelve-month period (or in the case of a Qualifying Project which has not yet obtained stabilization, the reasonably projected annual income for the one-year period commencing on the first anniversary of the acquisition of such Qualifying Project by the Partnership) divided by its or their total cost, as determined in accordance with the financial criteria and employing the same underwriting criteria and methodology used in generating the yields as pursuant to Exhibit F (Pro Forma Acquisition Budgets). 2. PARTNERS; CAPITAL CONTRIBUTIONS 2.1 Partners. The names and initial addresses of the Partners are as follows: General Partner: PS Texas Holdings, Ltd. c/o Public Storage, Inc. 701 Western Avenue Glendale, CA 91201 Limited Partner: [LIMITED PARTNER] address of Limited Partner 2.2 Capital Contributions. The Capital Contributions of the Partners shall be as follows: 13 (a) Subject to Section 2.2(f), the Capital Contributions of the General Partner shall be as follows: (i) On the Effective Date, the General Partner shall make an initial cash Capital Contribution of $300. (ii) From time to time, the General Partner shall contribute or cause to be contributed to the Partnership additional cash equal to 30% of the sum of the Acquisition Costs and PSA Affiliates Operating Costs (but only to the extent such PSA Affiliates Operating Costs do not exceed 1% of the cumulative sum of the Acquisition Costs incurred to that date) incurred by or on behalf of the Partnership related to each acquired Project. (iii) From time to time, the General Partner shall contribute or cause to be contributed to the Partnership Qualifying Projects and the General Partner's Capital Account shall be credited with the amount of the expenditures made with respect to such Qualifying Projects by PSA Affiliates (to the extent not previously reimbursed from Working Capital) for Acquisition Costs and PSA Affiliates Operating Costs (but only to the extent such PSA Affiliates Operating Costs do not exceed 1% of the cumulative sum of the Acquisition Costs incurred to that date). The parties agree that any such Capital Account credits represent the agreed fair market value of those contributed assets. (iv) The General Partner may, but shall not be obligated to, make Capital Contributions from time to time in order to pay any accrued but unpaid Priority Returns to the Limited Partner hereunder, which amounts will be distributed to the Limited Partner pursuant to Section 2.2(e) below. (v) In the circumstances described in Section 10.3 below, the General Partner shall make a contribution as set forth in Section 10.3. (b) Subject to Section 2.2(f), the Capital Contributions of the Limited Partner shall be as follows: (i) On the Effective Date, the Limited Partner shall make an initial cash Capital Contribution of $700. (ii) From time to time, the Limited Partner shall make additional Capital Contributions in cash equal to two and one third (2 1/3) times the amount of the Capital Contributions made by the General Partner from time to time pursuant to Section 2.2(a)(ii) above. (iii) The Limited Partner shall make additional Capital Contributions in cash equal to 70% of the amount of the General Partner's Capital Contributions from time to time pursuant to Section 2.2(a)(iii) above, which amounts will be distributed to the General Partner pursuant to Section 2.2(d) below. 14 (c) Any Capital Contributions required of Partners pursuant to Sections 2.2(a)(ii), 2.2(b)(ii) and 2.2(b)(iii) above shall be set forth in written notices from the General Partner to the Partners in the form attached as Exhibit K hereto. Such notices shall contain a breakdown and supporting evidence of Acquisition Costs and PSA Affiliates Operating Costs, and a breakdown by Project (with such supporting evidence as requested by the Limited Partner). Such notices shall be delivered not less than ten (10) Business Days prior to the date such Capital Contribution is required to be made. Notwithstanding anything herein to the contrary, (i) the Limited Partner's obligation to make Capital Contributions shall be limited to 70% of the aggregate amount of Acquisition Costs and PSA Affiliates Operating Costs contained in the applicable Acquisition Pro-Forma Budget and (ii) the General Partner's obligation to make Capital Contributions in respect of Acquisition Costs and PSA Affiliates Operating Costs shall be limited to 30% of the aggregate amount of Acquisition Costs and PSA Affiliates Operating Costs contained in the applicable Acquisition Pro-Forma Budget; provided, however, that clause (ii) above is not intended to (x) modify any legal requirement that the General Partner may be generally liable for recourse obligations of the Partnership to the extent such obligations are not otherwise able to be satisfied out of the assets (including commitments that are considered assets) of the Partnership or (y) imply that the Limited Partner is obligated to reimburse or indemnify the General Partner if, notwithstanding clause (ii) above, the General Partner is obligated to make a Capital Contribution in order for the Partnership to satisfy the claims of Partnership's creditors. (d) Promptly following the Capital Contributions by the Limited Partner pursuant to Section 2.2(b)(iii) above, the General Partner shall cause an amount equal to such Capital Contributions to be distributed by the Partnership to the General Partner as a reduction in its Capital Contributions. The Partners acknowledge that these amounts will be treated as contributed to the Partnership and then distributed by the Partnership for purposes of this Agreement, notwithstanding that for federal income tax purposes the amounts perhaps could be recharacterized as if paid by the Limited Partner to the General Partner for an interest in the Properties which the Limited Partner then would be treated as contributing to the Partnership. Such a recharacterization, in the Partnership's circumstances, is not expected to produce materially differing consequences. (e) Promptly following any Capital Contributions by the General Partner pursuant to Sections 2.2(a)(iv) and (v) above, the General Partner shall cause an amount equal to such Capital Contributions to be distributed by the Partnership to the Limited Partner and such distributions shall be treated as deductible "guaranteed payments" for the use of capital for income tax purposes. (f) Notwithstanding anything herein to the contrary, except (i) to the extent set forth in the Acquisition Pro-Forma Budgets, (ii) as otherwise approved by the Investment Committee or (iii) as set forth in Sections 2.2(a)(iv) and (v), under no circumstances will the Partners be required to make any Capital Contributions after the expiration of the Acquisition Period. 2.3 Extent of Liability. Except as otherwise provided by this Agreement or as required by applicable law: 15 (a) A Partner shall not be liable for the debts, liabilities, contracts or any other obligations of the Partnership; and (b) A Partner shall be liable only to make the Capital Contributions provided in Section 2.2 for Qualifying Projects approved under Section 6.2(b) and shall not be required to lend any funds to the Partnership. Performance of any one or more of the acts specifically authorized for performance by the Limited Partner under this Agreement shall not in any way constitute the Limited Partner a general partner or impose any personal liability on the Limited Partner. The General Partner shall have no personal liability for the repayment of any Capital Contributions of the Limited Partner. 2.4 Other Matters. (a) Except as otherwise provided in this Agreement, no Partner shall demand or receive a return of its Capital Contributions or withdraw as a Partner from the Partnership without the consent of the General Partner and the Partners. Under circumstances requiring a return of any Capital Contributions, no Partner shall have the right to receive property other than cash except as may be specifically provided herein. (b) No Partner shall receive any interest, salary or draw with respect to its Capital Contributions or its Capital Account or for services rendered on behalf of the Partnership or otherwise in its capacity as a Partner, except as otherwise provided in this Agreement. 3. ALLOCATIONS 3.1 Profits. After giving effect to the special allocations set forth in Sections 3.3, 3.4 and 3.5, Profits for any Fiscal Year or other period shall be allocated to the Partners in the following order and priority: (a) First, to the Limited Partner until the cumulative Profits allocated pursuant to this Section 3.1(a) and Gain from Sale allocated pursuant to Section 3.4(a) for the current and all prior Fiscal Years or other periods are equal to the cumulative Priority Return accrued for the Limited Partner from the Effective Date to the end of such Fiscal Year or other period less the amount of any guaranteed payments made pursuant to Section 2.2(e); (b) Second, to the Limited Partner until the cumulative Profits allocated pursuant to this Section 3.1(b) and Gain from Sale allocated pursuant to Section 3.4(b) for the current and all prior Fiscal Years or other periods are equal to the cumulative Losses allocated to the Limited Partner pursuant to Section 3.2 for all prior Fiscal Years or other periods; (c) Third, to the General Partner until the cumulative Profits allocated pursuant to this Section 3.1(c) and Gain from Sale allocated pursuant to Section 3.4(c) for the current and all prior Fiscal Years or other periods are equal to the cumulative Losses allocated to the General Partner pursuant to Section 3.2 for all prior Fiscal Years or other periods; 16 (d) Fourth, to the General Partner until the cumulative Profits allocated pursuant to this Section 3.1(d) for the current and all prior Fiscal Years or other periods are equal to the cumulative distributions received by the General Partner pursuant to Section 4.1(b) from the Effective Date to the end of such Fiscal Year or other period; and (e) Fifth, the remaining balance, if any, shall be allocated among the Partners in proportion to their Percentage Interests. 3.2 Losses. After giving effect to the special allocations set forth in Sections 3.3, 3.4 and 3.5, Losses for any Fiscal Year or other period shall be allocated in the following order and priority: (a) First, to the General Partner until any additional allocation would cause the General Partner to have an Adjusted Capital Account Deficit at the end of any Fiscal Year; (b) Second, to the Limited Partner until any additional allocation would cause the Limited Partner to have an Adjusted Capital Account Deficit at the end of any Fiscal Year; and (c) Third, any remaining Losses to the General Partner. 3.3 Certain Special Allocations. The following special allocations shall be made: (a) All Depreciation shall be specially allocated to the General Partner, except to the extent that the General Partner elects not to be allocated all or any portion of the Depreciation for any particular period, in which case the designated portion of the Depreciation will be allocated to the Limited Partner; provided, however, that the Limited Partner shall not be allocated more than 70% of the total Depreciation for any Fiscal Year. (b) All deductions for any guaranteed payments made to the Limited Partner pursuant to Section 2.2(e) shall be specially allocated to the General Partner. 3.4 Gain from Sale. All Gain from Sale shall be allocated in the following order: (a) First, to the Limited Partner until the cumulative Gain from Sale allocated pursuant to this Section 3.4(a) and Profits allocated pursuant to Section 3.1(a) for the current and all prior Fiscal Years or other periods are equal to the cumulative Priority Return accrued for the Limited Partner from the Effective Date to the end of such Fiscal Year or other period less the amount of any guaranteed payments made pursuant to Section 2.2(e); (b) Second, to the Limited Partner until the cumulative Gain from Sale allocated pursuant to this Section 3.4(b) and Profits allocated pursuant to Section 3.1(b) for the current and all prior Fiscal Years or other periods are equal to the cumulative Losses allocated to the Limited Partner pursuant to Section 3.2 for all prior Fiscal Years or other periods; 17 (c) Third, to the Limited Partner until the cumulative Gain from Sale allocated pursuant to this Section 3.4(c) for the current and all prior Fiscal Years or other periods is equal to the cumulative Depreciation allocated to the Limited Partner pursuant to Section 3.3(a) for all prior Fiscal Years or other periods; (d) Fourth, to the General Partner until the cumulative Gain from Sale allocated pursuant to this Section 3.4(d) and Profits allocated pursuant to Section 3.1(c) for the current and all prior Fiscal Years or other periods are equal to the cumulative Losses allocated to the General Partner pursuant to Section 3.2 for all prior Fiscal Years or other periods; (e) Fifth, to the General Partner until the cumulative Gain from Sale allocated pursuant to this Section 3.4(e) is equal to the cumulative allocations of Depreciation and deductions for guaranteed payments made pursuant to Section 3.3(a) and (b), excluding any guaranteed payments deductions attributable to Capital Contributions made pursuant to Section 2.2(a)(v); (f) Sixth, to the General Partner until the cumulative Gain from Sale allocated pursuant to this Section 3.4(f) and Profits allocated pursuant to Section 3.1(d) for the current and all prior Fiscal Years or other periods are equal to the cumulative Priority Return accrued for the General Partner from the Effective Date to the end of such Fiscal Year or other period; (g) Seventh, 70% to the Limited Partner and 30% to the General Partner until the cumulative Gain from Sale allocated to the Limited Partner pursuant to this Section 3.4(g) for the current and all prior Fiscal Years or other periods is equal to the cumulative distributions made (or expected by the Partners to be made) to the Limited Partner pursuant to Section 4.2(e); (h) Eighth, 40% to the Limited Partner and 60% to the General Partner until the cumulative Gain from Sale allocated to the Limited Partner pursuant to this Section 3.4(h) for the current and all prior Fiscal Years or other periods is equal to the cumulative distributions made (or expected by the Partners to be made) to the Limited Partner pursuant to Section 4.2(f); (i) Ninth, 10% to the Limited Partner and 90% to the General Partner until the cumulative Gain from Sale allocated to the Limited Partner pursuant to this Section 3.4(i) for the current and all prior Fiscal Years or other periods is equal to the cumulative distributions made (or expected by the Partners to be made) to the Limited Partner pursuant to Section 4.2(g); and (j) Finally, 100% to the General Partner. Sections 3.4(g) - (i) shall be applied based on the assumption that all Capital Proceeds will be distributed pursuant to Section 4.2, rather than Section 10.2(c). 3.5 Regulatory Special Allocations. The following special allocations shall be made in the following order: 18 (a) Minimum Gain Chargeback. Except as provided in Section 1.704-2(f) of the Regulations, notwithstanding any other provision of this Section 3, if there is a net decrease in Minimum Gain during any Fiscal Year, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to the portion of such Partner's share of the net decrease in Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(f)(6) and 1.704-2(j)(2) of the Regulations. This Section 3.5(a) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith. (b) Partner Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, notwithstanding any other provision of this Section 3 except Section 3.5(a), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner's share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Regulations. This Section 3.5(b) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith. (c) Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations or distributions described in Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Regulations, items of Partnership income and gain shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Partner as quickly as possible, provided that an allocation pursuant to this Section 3.5(c) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this Section 3 have been tentatively made as if this Section 3.5(c) were not in this Agreement. (d) Gross Income Allocation. In the event any Partner has a deficit Capital Account at the end of any Partnership Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 3.5(d) shall be made if and only to the extent that such Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for 19 in this Section 3 have been tentatively made as if Section 3.5(c) and this Section 3.5(d) were not in the Agreement. (e) Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year or other period shall be specially allocated to the General Partner. (f) Partner Nonrecourse Deductions. Any Partner Nonrecourse Deductions for any Fiscal Year or other period shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Regulations Section 1.704-2(i)(1). (g) Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Partner in complete liquidation of its interest in the Partnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Partners in accordance with their interests in the Partnership in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Partners to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. (h) Curative Allocations. The allocations set forth in Sections 3.5(a) through (g) (the "Regulatory Allocations") are intended to comply with certain requirements of the Regulations. It is the intent of the Partners that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Partnership income, gain, loss or deduction pursuant to this Section 3.5(h). Therefore, notwithstanding any other provision of this Section 3 (other than the Regulatory Allocations), the General Partner shall make such offsetting special allocations of Partnership income, gain, loss or deduction in whatever manner the Partners determine appropriate so that, after such offsetting allocations are made, each Partner's Capital Account balance is, to the extent possible, equal to the Capital Account balance such Partner would have had if the Regulatory Allocations were not part of the Agreement. In exercising its discretion under this Section 3.5(h), the Partners shall take into account future Regulatory Allocations under Sections 3.5(a) and 3.5(b) that, although not yet made, are likely to offset other Regulatory Allocations previously made under Sections 3.5(e) and 3.5(f). 3.6 Other Allocations Rules. (a) Except as otherwise provided, all Profits and Losses allocated to the Partners shall be allocated among them in proportion to their Percentage Interests. (b) For purposes of determining the Profits, Losses or any other items allocable to any period, Profits, Losses and any such other items shall be determined on a daily, monthly, or other basis, as determined by the General Partner using any permissible method under Code Section 706 and the Regulations thereunder. 20 (c) Except as otherwise provided in this Agreement, all items of Partnership income, gain, loss, deduction, credit and any other allocations not otherwise provided for shall be divided among the Partners in the same proportions as they share Profits or Losses, as the case may be, for the year. (d) Solely for purposes of determining a Partner's proportionate share of the "excess nonrecourse liabilities" of the Partnership within the meaning of Regulations Section 1.752-3(a)(3), any such liabilities shall be allocated solely to the General Partner, consistent with the General Partner's share of profits pursuant to Section 3.4(i). (e) To the extent permitted by Section 1.704-2(h)(3) of the Regulations, the General Partner shall endeavor to treat distributions of Operating Cash as having been made from the proceeds of a Nonrecourse Liability or a Partner Nonrecourse Debt only to the extent that such distributions would cause or increase an Adjusted Capital Account Deficit for any Partner. 3.7 Tax Allocations: Code Section 704(c). In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with Section 1.8(x)(i)). In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to Section 1.8(x)(ii), subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Partner's Capital Account or share of Profits, Losses other items or distributions pursuant to any provision of this Agreement. 4. DISTRIBUTIONS 4.1 Operating Cash. Except as otherwise provided in Section 10, Operating Cash, if any, shall be distributed to the Partners monthly, on the 15th day of each month or next Business Day if the 15th day is not a Business Day, for the preceding month, or at such other times as the Partners may determine. The General Partner shall provide notice to the Limited Partner of any anticipated or proposed distributions of Operating Cash, including the amount thereof, not less than five days prior to such distribution. Operating Cash shall be distributed in the following order and priority: 21 (a) First, to the Limited Partner in an amount equal to the excess of (i) the aggregate Priority Return of the Limited Partner accrued from the Effective Date to the end of the calendar month immediately preceding the date of distribution pursuant to this Section 4.1(a), over (ii) the sum of all prior distributions to the Limited Partner pursuant to this Section 4.1(a) and Sections 4.1(c), 4.2(a) and 2.2(e) (including analogous distributions made pursuant to Sections 10.2 and 10.3); (b) Second, to the General Partner in an amount equal to the Priority Return of the General Partner accrued for the calendar month immediately preceding the date of distribution pursuant to this Section 4.1(b); and (c) Third, the balance, if any, to the Partners in proportion to their Percentage Interests. 4.2 Capital Proceeds. Capital Proceeds, if any, shall be distributed to the Partners on the third Business Day after a sale or financing (if permitted under Section 5.3(c)) or at such other times as the Partners may determine in the following order and priority: (a) First, to the Limited Partner in an amount equal to the excess of (i) the aggregate Priority Return of the Limited Partner accrued from the Effective Date to the end of the calendar month immediately preceding the date of distribution pursuant to this Section 4.2(a), over (ii) the sum of all prior distributions to the Limited Partner pursuant to Sections 4.1(a), 4.1(c), 4.2(a) and 2.2(e) (including analogous distributions made pursuant to Sections 10.2 and 10.3); (b) Second, to the Limited Partner in an amount equal to the excess of (i) the Limited Partner's Capital Contributions over (ii) the sum of all prior distributions to the Limited Partner pursuant to this Section 4.2(b) (including analogous distributions made pursuant to Sections 10.2 and 10.3); (c) Third, to the General Partner in an amount equal to the excess of (i) the aggregate Priority Return of the General Partner accrued from the Effective Date to the end of the calendar month immediately preceding the date of distribution pursuant to this Section 4.2(c), over (ii) the sum of all prior distributions to the General Partner pursuant to Sections 4.1(b), 4.1(c) and 4.2(c) (including analogous distributions made pursuant to Section 10.2); (d) Fourth, to the General Partner in an amount equal to the excess of (i) the General Partner's Capital Contributions, other than pursuant to Section 2.2(a)(v), over (ii) the sum of all prior distributions to the General Partner pursuant to Sections 4.2(d) and 2.2(d) (including analogous distributions made pursuant to Section 10.2); (e) Fifth, 70% to the Limited Partner and 30% to the General Partner until all amounts distributed to the Limited Partner pursuant to this Agreement (including any guaranteed payments made pursuant to Section 2.2(e)) equal the sum of the Limited Partner's Capital Contributions and the aggregate Priority Return of the Limited Partner accrued from the Effective Date to the end of the calendar month immediately preceding the date of distribution pursuant to this Section 4.2(e), with the Priority Return for purposes of this Section 4.2(e) computed using monthly compounding at the monthly rate of one twelfth of 9%; 22 (f) Sixth, 40% to the Limited Partner and 60% to the General Partner until all amounts distributed to the Limited Partner pursuant to this Agreement (including any guaranteed payments made pursuant to Section 2.2(e)) equal the sum of the Limited Partner's Capital Contributions and the aggregate Priority Return of the Limited Partner accrued from the Effective Date to the end of the calendar month immediately preceding the date of distribution pursuant to this Section 4.2(f), with the Priority Return for purposes of this Section 4.2(f) computed using monthly compounding at the monthly rate of one twelfth of 9.5%; (g) Seventh, 10% to the Limited Partner and 90% to the General Partner until all amounts distributed to the Limited Partner pursuant to this Agreement (including any guaranteed payments made pursuant to Section 2.2(e)) equal the sum of the Limited Partner's Capital Contributions and the aggregate Priority Return of the Limited Partner accrued from the Effective Date to the end of the calendar month immediately preceding the date of distribution pursuant to this Section 4.2(g), with the Priority Return for purposes of this Section 4.2(g) computed using monthly compounding at the monthly rate of one twelfth of 10%; and (h) Finally, 100% to the General Partner. 4.3 Amounts Withheld. If required by applicable law, the General Partner shall cause the Partnership to withhold such amounts as may be required from any payment or distribution from the Partnership to a Partner, and the General Partner shall remit such amounts on a timely basis to the tax authority or other entity entitled to them. Any (a) amounts so withheld or (b) estimated or other payments to tax authorities with respect to any Profits or other items allocable to the Partners, shall be treated as amounts distributed to the Partners pursuant to this Section 4 for all purposes. The General Partner shall allocate any such amounts among the Partners in accordance with applicable law. 5. MANAGEMENT 5.1 Managing Partner; Standard of Care. (a) The Partnership shall be managed by the General Partner. The Limited Partner shall not participate in the management of the Partnership's business, and shall have no power to bind or act on behalf of the Partnership. (b) The General Partner agrees to discharge its duties as general partner of the Partnership with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent Person acting in the like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. The parties acknowledge that while the General Partner has agreed to abide by this standard of care as a result of its contractual agreement in this Section 5.1(b), the General Partner is not accepting and will not be subject to any fiduciary status under laws that might be applicable to those responsible for or involved with the investment, management, etc., of assets of pension plans or governmental plans, such as the Employee Retirement Income Security Act of 1974 or [law of Limited Partner's state of incorporation](and particularly any duties of loyalty or diversification imposed by those provisions), or any other similar or related 23 law or regulatory authority of any state or other governmental authority. Notwithstanding the foregoing sentence, the General Partner acknowledges it will be subject to the fiduciary duties it owes to the Partnership under applicable California partnership law. The General Partner further agrees that it will continue at all times during the term of this Agreement to discharge its duties as the general partner of the Partnership as above described, and that it will comply with all laws, rules, and regulations of any governmental authority or agency materially applicable to the transactions contemplated by this Agreement, and that it will perform in accordance with the standards of care set forth in this Section 5.1(b) and in this Agreement. 5.2 Authority of Managing Partner. The General Partner shall have, subject to the control of the Partners to the extent (and only the extent) provided herein, supervision, direction and control of the business of the Partnership. Subject to the limitations and restrictions set forth in this Agreement, the General Partner shall act on behalf of the Partnership in all matters affecting the management and supervision of the Partnership and its business affairs, and shall have all rights and powers generally conferred by law or otherwise necessary, advisable or consistent therewith. Without limiting the scope of the foregoing, the Partners agree and acknowledge that it is their intention and desire to confer upon the General Partner, to the fullest extent permissible under the Act and other provisions of applicable law, and subject only to the express limitations set forth in Section 5.3, full power and authority relative to any and all matters relating to or affecting the Partnership and its affairs. Notwithstanding any provision of this Agreement, including without limitation Section 5.3, any Person dealing with the Partnership may rely (without duty of further inquiry) upon a certificate signed by the General Partner as to: (a) The identity of the General Partner or any Partner; (b) The existence or nonexistence of any fact or facts which constitute a condition precedent to acts by the General Partner or which are in any other manner germane to the affairs of the Partnership; (c) The Persons who are authorized to execute and deliver any instrument or document of the Partnership; or (d) Any act or failure to act by the Partnership or any other matter whatsoever involving the Partnership or any Partner. 5.3 Limitations on Rights and Powers. Except by the unanimous consent of the Partners, the General Partner shall not have authority to: (a) Require additional Capital Contributions to be made to the Partnership in addition to the Capital Contributions required to be made pursuant to Section 2.2; (b) Enter into or commit to any agreement, contract, commitment or obligation on behalf of the Partnership obligating the Limited Partner to contribute additional capital, to make or guarantee a loan or to increase the Partner's liability either to the Partnership or to third parties; 24 (c) Cause the Partnership to make any borrowings, incur any debt (except for liabilities, other than borrowings, incurred in the ordinary course of business), or assume, guarantee, endorse or otherwise become liable (whether directly, contingently or otherwise) for obligations of any other Person; (d) Receive or permit any Partner or Affiliate of a Partner to receive any fee or rebate except as set forth in Section 5.5, or to participate in any reciprocal business arrangements that would have the effect of circumventing any of the provisions of this Agreement; (e) Materially alter the business of the Partnership; (f) Do any act in contravention of this Agreement; (g) Possess Property, or assign rights in specific Property, for other than a Partnership purpose; or (h) Admit any Person as a Partner, except pursuant to Sections 8.1, 8.2, 8.6, 9.1 or 9.5. Except as expressly provided in this Agreement, no action specified on the attached Exhibit B shall be taken by the General Partner without the prior written approval of the Partners. 5.4 Project Acquisition. (a) In order for any Qualifying Project to be contributed to or acquired by the Partnership, and before the Limited Partner shall be required to make any Capital Contribution for such a Qualifying Project under Section 2.2(b), the General Partner shall submit to the Investment Committee for its approval (i) all of the items listed on the acquisition checklist attached as Exhibit C, to the extent reasonably available, and (ii) a pro-forma budget in the form attached as Exhibit F (as so approved, the "Acquisition Pro-Forma Budget"). The General Partner's proposal shall include a recommendation whether the Partnership should acquire the Qualifying Project directly or through a subsidiary at least 99% of which is owned directly or indirectly by the Partnership, and the reasons why, together with draft documentation for the organization of the proposed subsidiary, if applicable. The structure, ownership and documentation of the subsidiary, if applicable, shall be subject to approval by the Limited Partner, not to be unreasonably withheld. The Investment Committee may also determine to acquire a Qualifying Project or Qualifying Projects through the use of subsidiaries of the Partnership; provided, however, that the General Partner must approve in advance the structure, ownership and documentation of such subsidiaries. (b) If a Qualifying Project is submitted to the Investment Committee for approval for acquisition prior to the receipt by the Investment Committee of all of the items on the Acquisition Checklist, or prior to the satisfaction of the conditions set forth in Section 5.4(a) above, the Qualifying Project may be acquired by a single member limited liability company formed by a PSA Affiliate that is treated for income tax purposes as a disregarded entity and has no assets, liabilities or business, other than its ownership of such Qualifying Project. The Investment Committee may approve the Qualifying Project for acquisition no later than the earlier to occur of thirty (30) days (as such date 25 may be extended with the consent of all members of the Investment Committee and provided that such date, in any event, is within the Acquisition Period) after: (i) the receipt by the Investment Committee of any insufficient or previously omitted items in the Acquisition Checklist and the satisfaction of the other conditions set forth in Section 5.4(a) above and (ii) the receipt by the Investment Committee of written notice from the General Partner that the insufficient or previously omitted items in the Acquisition Checklist are not reasonably available. If the Investment Committee approves the Qualifying Project for acquisition during such period, then the Partnership shall accept, in lieu of a deed, a transfer of all ownership interests in that limited liability company, provided that the General Partner and PSA, jointly and severally, agree to indemnify the Limited Partner against any loss or liability to the Partnership that is attributable to that limited liability company and that would not have been incurred by the Partnership if the Qualifying Project had been acquired and held directly by the Partnership, rather than through the limited liability company, and provided further that the transfer is effected pursuant to an agreement in form and substance satisfactory to the Limited Partner. If the Investment Committee does not approve the Qualifying Project for acquisition during such period, or if the Qualifying Project is not acquired by the Partnership during such period, despite the exercise by General Partner of its reasonable best efforts to provide such missing or insufficient items or satisfy such conditions, the General Partner shall be deemed to have rejected such Qualifying Project and the Partnership shall have no interest in such Qualifying Project or in such single member limited liability company; provided, however, that if the General Partner delivers notice to the Investment Committee pursuant to clause (ii) above, the rejection of, or the failure to acquire, such Qualifying Project shall not constitute a rejection for purposes of Section 6.2(c) below. (c) An environmental assessment report for each Qualifying Project shall be prepared by a third-party consultant acceptable to the Partners and, if such Qualifying Project is approved for acquisition by the Investment Committee, shall be paid for by the Partnership under a scope of work acceptable to the Partnership. In addition, a physical inspection report for each Qualifying Project shall be prepared by PSA under a scope of work acceptable to the Partnership; provided, however, that (i) upon the request of the Limited Partner, the physical inspection report shall be prepared by a third-party consultant acceptable to the Partners and, if such Qualifying Project is approved for acquisition by the Investment Committee, such third-party consultant shall be paid by the Partnership; provided, however, that the Partnership shall only be responsible for the costs of the physical inspection report up to $5,000, with any excess being paid for by the Limited Partner; or (ii) upon the request of the General Partner, the physical inspection report shall be prepared by a third-party consultant acceptable to the Partners and such third party consultant shall be paid by the Partnership. The General Partner shall provide to the Limited Partner's advisor and attorneys, promptly upon receipt by the General Partner drafts of the acquisition agreement, title commitment, an ALTA as-built survey, documents of record and all other items set forth on Exhibit C. The General Partner shall use its reasonable best efforts to deliver such items to the Limited Partner's advisor and attorneys at least 15 days prior to the expiration of the due diligence period with respect to such Qualifying Project. (d) Draft copies of the deed into the Partnership and the closing statement shall be furnished to the Limited Partner promptly upon receipt. A copy of the final closing statement for the acquisition and the final deed into the Partnership shall be furnished to the Limited Partner's advisor and 26 attorneys within three days and 30 days, respectively, after payment of the Capital Contribution for a Project. Copies of the final title policy in the amount of the purchase price of a Project shall be furnished promptly after receipt from the title company, and, in any event, within thirty (30) days of closing. (e) All phases of selection and acquisition of Qualifying Projects, and renovation or repair of Projects shall be carried out by employees of PSA Affiliates and independent contractors engaged by the General Partner for and on behalf of the Partnership. The General Partner and the Limited Partner shall attempt, to the extent feasible, to develop an approved list of engineers, environmental and other consultants for the Qualifying Projects. PSA Affiliates shall be responsible for arranging, supervising and coordinating all activities, purchases and services associated with the acquisition of each Qualifying Project which is or is to become a Project including, without limitation, the following: (i) Review and analysis of the suitability for the Partnership of each Qualifying Project; (ii) Negotiation and documentation of the terms of each acquisition of a Qualifying Project; (iii) Conduct of such "due diligence" and obtaining of such studies, reports and approvals as are required in connection with the prospective acquisition of each property, including a review and studies, reports and approvals, as required, as to soils, environmental issues, including mold, seismic issues, flood zone, permits and licenses, title and survey matters, zoning and other land use issues, the physical condition of the improvements and review of the standard lease form and construction and operating history; (iv) Negotiation and closing of the acquisition of each Qualifying Project; (v) Coordination with contractors regarding costs and performance of renovations; (vi) Negotiation and preparation for execution by the Partnership, or for the account of the Partnership, by PSA Affiliates of contracts for renovation and other contracts for the supply of services and/or materials necessary to perform and complete the renovation of each Project; (vii) Negotiation, preparation and execution of all change orders relating to renovation work; (viii) Review and approval of applications for payment submitted by contractors in connection with the renovation of each Project and maintenance of accurate and complete books of account and other records relating thereto; 27 (ix) Performance of normal business functions of an owner of property in administering all aspects of the renovation, maintenance and repair of each Project (including property acquisition); (x) The engagement of such independent contractors and professional firms including, but not limited to, inspectors, construction firms, architects, environmental and other consultants, engineers and attorneys, as may be required or appropriate in connection with the foregoing, it being understood and agreed that virtually all of the activity described above in this Section 5.4 will be undertaken by independent contractors and firms whose charges will be borne as provided in this Agreement. (f) In the event that a Qualifying Project is contributed to the Partnership by a PSA Affiliate, such PSA Affiliate shall assign all of its rights under the acquisition agreement relating to such Qualifying Project, and any related agreements, to the Partnership in connection with such contribution. 5.5 Compensation and Reimbursement. Subject to the limitations provided herein, PSA Affiliates shall be entitled to receive the following compensation and reimbursement from the Partnership: (a) The Partnership shall enter into the Management Agreement in the form attached as Exhibit D (provided that in the event of any conflict between the Management Agreement and this Agreement, this Agreement shall prevail) relative to the operation and management of each Project, pursuant to which PSA Affiliates shall be entitled to receive a management fee equal to 6% of gross operating revenues received by the Partnership from each Project (not including revenue earned pursuant to the Master Lease Agreement referred to in Section 5.5(e) below or any revenue earned with respect to truck rental operations undertaken at the Projects) and to the reimbursement of costs in accordance with Section 13.3(c) of this Agreement; (b) In connection with the acquisition of each Qualifying Project, PSA Affiliates shall be entitled to reimbursement for Acquisition Costs and PSA Affiliates Operating Costs as and to the extent provided in Section 2.2; (c) PSA Affiliates shall be entitled to reimbursement, on submission of an itemized account, of all sums paid to unaffiliated Persons for goods and materials for the direct benefit of the Partnership; (d) PSA Affiliates shall be entitled to reimbursement for the direct personnel cost (without overhead) for tax preparation and other services provided for the conduct of the Partnership's affairs, including preparation of reports to the Limited Partner, as distinguished from acquisition, development, operation and management of the Projects, provided such cost does not exceed the amount the Partnership would be required to pay other Persons not affiliated with the General Partner for comparable services; and 28 (e) The Partnership shall enter into the Master Lease Agreement in the form attached as Exhibit E relative to the lease of space to the General Partner or its Affiliate in the Projects for retail storage related uses involving the general public and self-storage tenants. Except as expressly provided for in this Section 5.5 or otherwise approved by the Partners, no payment shall be made by the Partnership to a PSA Affiliate for services of such PSA Affiliate or any officer or employee thereof. 5.6 Hazardous Materials. (a) The General Partner shall use its reasonable best efforts to keep and maintain the Property in compliance with, and to not cause, and shall use its reasonable efforts to not permit, the Property to be in violation of, any Hazardous Materials Laws. The General Partner shall not use, generate, manufacture, store or dispose of on, under or about the Property or transport to or from the Property (and shall use its reasonable efforts not to permit anyone else to do any of the foregoing) in violation of any Hazardous Material Laws. (b) The General Partner shall immediately advise the Partners in writing of (i) any and all enforcement, cleanup, removal, or other governmental or regulatory actions instituted, completed or threatened pursuant to any Hazardous Materials Laws of which actions the General Partner has actual knowledge; (ii) all claims made or threatened by any third party against the Partnership or any Partner or the Property relating to damage, loss or injury resulting from, or contribution, cost recovery or compensation for, any Hazardous Materials, of which claims the General Partner has actual knowledge (the matters set forth in clauses (i) and (ii) above are collectively referred to in this Agreement as "Hazardous Materials Claims"); and (iii) the General Partner's actual knowledge of any occurrence or condition on any real property adjoining or in the vicinity of the Property that the General Partner knows could cause the Property or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use of the Property under any Hazardous Materials Laws. (c) Without the prior written approval of all Partners, the General Partner shall not take any remedial action in response to the presence of any Hazardous Materials on, under or about the Property, nor enter into any settlement agreement, consent decree other compromise in respect to any Hazardous Materials Claims; provided, however, that the prior approval of all Partners shall not be necessary in the event that the presence of Hazardous Materials on, under or about the Property or if an imminent threat of material contamination to the Property exists which can only be prevented by immediate action, in the reasonable belief of the General Partner, either poses an immediate threat to the health, safety or welfare of any individual or is of such a nature that an immediate remedial response is necessary and it is not possible to obtain such Partners' approval before taking such action, provided that in such event the General Partner shall notify all Partners as soon as practicable of any action so taken. All Partners agree not to withhold their approval, where approval is required under this Agreement, if either (i) a particular remedial action is ordered by a court of competent jurisdiction, or (ii) the General Partner establishes to the satisfaction of the Partners that there is no reasonable alternative to such remedial action which would result in less impairment of the value of the Property. 29 6. ACTION BY PARTNERS; INVESTMENT COMMITTEE 6.1 Action by Partners. No annual or regular meetings of the Partners are required to be held. However, meetings of the Partners may be held if called by the General Partner or any Partner upon at least four Business Days' prior written notice. Any consents required of the Partners hereunder shall be in writing and shall be filed by the General Partner with the books and records of the Partnership. 6.2 Investment Committee. (a) The Partnership shall have an investment committee (the "Investment Committee") which shall consist of three members, two of whom shall be appointed by the Limited Partner as its representatives and one of whom shall be appointed by the General Partner as its representative. Initially, the Limited Partner appoints [Person A] and [Person B] and the General Partner appoints Harvey Lenkin, as the members of the Investment Committee. In the event of the death or resignation of any member of the Investment Committee or the removal of any member of the Investment Committee by the Partner who appointed the same, the Partner originally appointing such member of the Investment Committee shall have the right to appoint his or her successor as its representative. Meetings of the members of the Investment Committee shall be held by conference telephone or at the principal executive office of the Partnership or another appropriate and convenient location designated by the General Partner. Meetings may be called at any time by the General Partner or by any member of the Investment Committee upon at least seven Business Days' prior written notice. Alternatively, any action requiring approval or consent of the Investment Committee may be taken in writing, executed by any two of the three members of the Investment Committee, provided one of the two members is the General Partner's representative. Any action requiring approval or consent of the Investment Committee will be deemed to mean approval or consent by a majority of the Investment Committee members. (b) Subject to Section 6.2(c), in the event that any PSA Affiliate (other than a Hughes Affiliate) desires to acquire a Qualifying Project during the Acquisition Period, then the General Partner shall afford the Partnership the first right and opportunity to acquire and own the proposed Qualifying Project on the terms and conditions set forth in this Agreement. During the Acquisition Period, neither the Limited Partner, nor any of its Affiliates, shall directly or indirectly acquire a Qualifying Project, other than (i) through the Partnership; (ii) through open-ended co-mingled funds with a primary focus that is not self-storage where neither the Limited Partner nor any of its Affiliates has investment discretion; (iii) through an investment in a portfolio that, in the form it is offered to the Limited Partner, includes no more than 10% self-storage properties by value; or (iv) through noncontrolling interests in publicly-traded securities. (i) In such case, the General Partner shall provide to the members of the Investment Committee a detailed description of the Qualifying Project, including the materials described in Section 5.4(a), any costs for which the General Partner's Capital Account is to be credited under Section 2.2(a)(iii), an Acquisition Pro-Forma Budget in the form attached as Exhibit F and such other pertinent information as the 30 Investment Committee shall reasonably request. Upon receipt thereof, the Investment Committee shall have the option, to be exercised within 30 days, to give approval for the Qualifying Project to be acquired by the Partnership as a Project; provided that if the materials provided by the General Partner are incomplete or conditions remain unsatisfied, the Investment Committee shall proceed in accordance with Section 5.4(b). (ii) In the event the Investment Committee shall not timely elect to, or elects not to, have the Qualifying Project included as a Project subject to the terms of this Agreement, PSA Affiliates shall be free to acquire such Qualifying Project outside of the Partnership, in which event the Partnership and the Limited Partner shall have no further rights or interests therein. In the event there shall be a 10% or greater reduction in the aggregate costs of such Qualifying Project (as compared to the information submitted under Section 6.2(b)(i)) or any other material change in the information submitted under Section 6.2(b)(i), then the Qualifying Project shall be resubmitted to the Investment Committee pursuant to this Section 6.2(b). (c) The Partnership's first right to acquire Qualifying Projects under Sections 1.7(b) and 6.2(b) shall terminate if the General Partner shall have presented to the Investment Committee three or more consecutive submissions of Qualifying Projects (or portfolios of Qualifying Projects) that involve aggregate Acquisition Costs of $50,000,000 or more, each of which has a Yield of 8% per year or more, and the Investment Committee shall have elected not to approve such Qualifying Projects (or portfolios) as Projects pursuant to this Agreement. Notwithstanding the foregoing, in the event that (i) the Investment Committee rejects a Qualifying Project proposed by the General Partner because the General Partner failed to provide certain items on the Acquisition Checklist which the Limited Partner determined to be material, or (ii) the Qualified Project is not acquired by the Partnership from a PSA Affiliate under Section 5.4(b) because of the General Partner's failure to provide (or the insufficiency of) items on the Acquisition Checklist, or to otherwise satisfy the conditions of Section 5.4(a), all as provided in Section 5.4(b), then such Qualifying Project shall be excluded from the determination in the preceding sentence. (d) The General Partner shall prepare and submit a Business Plan to the Investment Committee on or before November 15 of each Fiscal Year that shall apply to the twelve-month period beginning on January 1 of the subsequent Fiscal Year. The Annual Business Plan shall include an estimated budget for each Project for the subsequent Fiscal Year and a report aggregating all such information for all Projects. (e) The General Partner shall provide to the Investment Committee any report that any member might reasonably request, if available without significant cost or effort, including, but not limited to, analyses of the Properties and the market, market rent surveys, tenant traffic reports, tenant turnover statistics, tenant demographic profiles, projected market values, projected income and expense statements, projected cost breakdowns and cash flow analyses, summaries of the overall plan of operations and contemplated transactions, insurance coverages and the like applicable to the Properties. 31 7. BOOKS AND RECORDS; FISCAL MATTERS 7.1 Books and Records. The Partnership shall keep adequate financial books and records in accordance with generally accepted accounting principles. The books and records shall be kept at the principal executive office of the Partnership and shall set forth a true and accurate account of all business transactions arising out of and in connection with the conduct of the Partnership. Any Partner or its designated representative shall have the right, at any reasonable time during ordinary business hours, to have access to and inspect and copy the contents of any of the Partnership's books and records (financial or otherwise) and records of any PSA Affiliates relating to the Projects. The Partnership shall not, without the consent of the Partners, which shall not be unreasonably withheld or delayed, vary the Partnership's accounting methods, change its Fiscal Year or make other major decisions with respect to treatment of various transactions for bookkeeping or accounting purposes. 7.2 Reports. The General Partner shall furnish to each Partner, at the expense of the Partnership, such statements and reports of the Partnership as the Partners may determine or which may be required under the Act, including the following: (a) within 25 days of the end of each month, operating statements for each of the Projects for such month, including occupancy reports, a consolidated operating statement of the Projects for that month and a statement detailing Partnership investment of funds; (b) within 40 days of the end of each of the fiscal quarters of each Fiscal Year, a balance sheet, a profit and loss statement, a statement of cash flows and a statement of changes in partner's capital accounts, which statements need not be audited but shall be prepared in accordance with generally accepted accounting principles (except that quarterly statements need not include footnotes), and shall be certified as fairly presenting the financial results by the chief financial officer of the General Partner; (c) within 40 days of the end of each of the fiscal quarters of each Fiscal Year, a report setting forth the variance between the Project operating budget and actual results on a Project and consolidated basis; (d) within 90 days of the end of each Fiscal Year, audited financial statements of the Partnership for such Fiscal Year certified by such so-called "Big Four" firm of independent public accountants as may be approved by the Investment Committee for the term of the Partnership, provided that the Partnership shall only pay such firm an amount equal to what would be charged by Ernst & Young LLP for comparable services with the balance, if any, paid by the Limited Partner which shall receive no credit in connection with the Partnership for such payment; and (e) within 40 days of the end of each of the fiscal quarters of each Fiscal Year, (1) a quarterly trial balance report for each Project individually and on a consolidated basis and (2) an electronic report of quarterly activity for each Project. Examples of the reports required by Section 7.2(a), (b), (c) and (e) are attached hereto as Exhibit M. 32 7.3 Tax Information. The General Partner shall cause the Partnership accountants to prepare and file on a timely basis all income and other tax returns of the Partnership. The General Partner shall have the accounting firm that audits the Partnership's financial statements review and sign as preparer the Partnership's Federal and state income tax returns; provided that the Partnership shall only pay such firm an amount equal to what would be charged by Ernst & Young LLP for comparable services with the balance, if any, paid by the Limited Partner which shall receive no credit in connection with the Partnership for such payment. The General Partner shall submit such Federal income tax returns to the Limited Partner for the Limited Partner's review at least ten Business Days before filing such returns. The General Partner shall furnish to the Limited Partner a copy of such return, together with any schedules or other information which each Partner may reasonably require in connection with such Partner's own tax affairs within 90 days of the end of each Fiscal Year. 7.4 Fiscal Year. The Fiscal Year of the Partnership shall be the calendar year. 7.5 Tax Matters Partner. The General Partner is hereby designated by the Partners as, and shall be specifically authorized to act as, the "Tax Matters Partner" under the Code and in any similar capacity under state or local law, and to expend Partnership funds for professional services and costs associated therewith. 7.6 Tax Elections Made by Managing Partner. The General Partner on behalf of the Partnership may make any and all elections for tax purposes with respect to the Partnership, with the consent of the Limited Partner, which consent will not be unreasonably withheld or delayed. At the request of any Partner, the Partnership will make an election under Code Section 754 7.7 Taxation as a Partnership. The Partners will use their reasonable best efforts to cause the Partnership to be treated as a partnership for income tax purposes. 7.8 Avoidance of Unrelated Business Taxable Income. The General Partner acknowledges that the Limited Partner generally expects to be exempt from federal income taxes, and wishes to avoid receipt of income that otherwise would be considered unrelated business taxable income. Accordingly, the General Partner shall use its reasonable best efforts to conduct the Partnership's operations at all times in a manner that will avoid subjecting the Limited Partner or any Affiliate to regular corporate income tax or to tax on "unrelated business taxable income" under Section 511 of the Code. In furtherance of the foregoing (and not in limitation thereof), notwithstanding any other provision herein to the contrary, absent specific written approval of the Limited Partner, the Partnership shall conduct its operations in accordance with the following provisions at all times: (a) The Partnership's business shall be limited to owning, operating, and disposing of the Projects. The Partnership shall not engage in any other business activities. (b) The Partnership shall not incur or continue any "acquisition indebtedness" as defined in Section 514 of the Code. 33 (c) The Partnership shall be a lessor of personal property only if the rents attributable to such personal property are an incidental amount of the total rents received or accrued under a lease of real property within the meaning of Section 512(b)(3)(A)(ii) of the Code. (d) The Partnership's lease agreements shall not provide for rents that depend in whole or in part on the income or profits derived by any Person from the leased property. (e) The Partnership shall not provide services to lessees of the Property, other than services that are usually or customarily rendered in connection with the rental of space for occupancy only. (f) The Partnership shall not hold property primarily for sale to customers in the ordinary course of business or hold stock in trade or property of a kind which would be included in inventory if on hand at the close of its taxable year. (g) Any sales of locks, boxes, packing or other such materials at any Project, or any trucks rentals from any Project, will be performed by a PSA Affiliate under the Master Lease Agreement (and a PSA Affiliate will reinsure policies issued to tenants to protect goods stored by the tenants); no such revenue will be earned by or reported by the Partnership. 8. TRANSFER OF INTERESTS 8.1 Transfer of Interest of General Partner. The General Partner shall not Transfer all or any portion of its Interest in the Partnership except in connection with the merger or reorganization of the General Partner into another entity or the transfer of all or substantially all the assets of, or ownership in, the General Partner or the assumption of the rights and obligations of the General Partner by another entity in connection with any such transaction. Notwithstanding the foregoing, the General Partner, shall, at all times, be controlled by PSA. As used in this Section 8.1, the term "control" (including the term "controlled by") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. 8.2 Transfer of Interest of Limited Partner. The Limited Partner shall not Transfer all or any portion of its Interest unless all of the following conditions are satisfied, in which event the transferee of such Interest shall be admitted as a Limited Partner: (a) Such transfer is approved by the General Partner and each Partner. (b) The transferor and transferee shall execute and deliver to the Partnership such documents and instruments of transfer as may be necessary or appropriate in the opinion of counsel to the Partnership to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Agreement as a Partner and that the Transfer shall not constitute a default under any other agreement to which the Partnership is a party. In all cases, the Partnership shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. 34 (c) The transferor shall furnish to the Partnership an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the Partnership, that the Transfer will not cause the Partnership to terminate for federal income tax purposes or result in a "change of ownership" as that term is defined by applicable property tax law, and that such a termination or change in ownership will not have a significant adverse effect on the Partnership or its remaining Partners. (d) The transferor and transferee shall furnish the Partnership with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interest transferred, and any other information reasonably necessary to permit the Partnership to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Partnership shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest until it has received such information. (e) Either (i) such Transfer shall be registered under the Securities Act of 1933, as amended, and any applicable state securities laws, or (ii) the transferor shall provide an opinion of counsel, which opinion and counsel shall be satisfactory to the Partnership, to the effect that such Transfer is exempt from all applicable registration and qualification requirements and that such Transfer will not violate any applicable laws regulating the sale of securities. 8.3 Prohibited Transfers. Any purported Transfer of an Interest not satisfying the requirements of Section 8.1 (in the case of the General Partner) or of Section 8.2 (in the case of the Limited Partner) shall be null and void and of no effect whatever; provided that, if the Partnership is required by proper authority to recognize a Transfer not satisfying the requirements of Section 8.1 (in the case of the General Partner) or Section 8.2 (in the case of the Limited Partner), the Interest transferred shall be strictly limited to the transferor's rights to allocations and distributions as provided by this Agreement with respect to the transferred Interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Partnership) to satisfy any debts, obligations or liabilities for damages that the transferor or transferee of such Interest may have to the Partnership. Except as otherwise required under the Act, such transferee shall have no right to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership, and shall not have any of the rights of a Partner under the Act or this Agreement until such time, if at all, that it is admitted as a Partner. In the case of a Transfer or attempted Transfer of an Interest that is not a permitted Transfer, the parties engaging or attempting to engage in such Transfer shall indemnify and hold harmless the Partnership and all Partners from all cost, liability and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and attorneys' fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby. 8.4 Representations; Legend. Each Partner hereby represents and warrants to the Partnership and the Partners that such Partner's acquisition of an Interest hereunder is made as principal for such Partner's own account and not for resale or distribution of such Interest. Each Partner further hereby agrees that the following legend may be placed upon any counterpart of this Agreement, or any other document or instrument evidencing ownership of Interests: 35 The Interest represented by this document has not been registered under any securities laws and the transferability of such Interest is restricted. Such Interest may not be sold, assigned or transferred, nor will any assignee, vendee, transferee or endorsee thereof be recognized as having acquired any such Interest by the issuer for any purposes, unless (i) a registration statement under the Securities Act of 1933, as amended, with respect to the transfer of such Interest shall then be in effect and such transfer has been qualified under all applicable state securities laws, or (ii) the availability of an exemption from such registration and qualification shall be established to the satisfaction of counsel to the Partnership. The Interest represented by this document is subject to restriction as to its sale, transfer, hypothecation or assignment as set forth in the Limited Partnership Agreement of PSAF Acquisition Partners, L.P. and agreed to by each Partner. Said provision restricts, among other things, the right of any transferee to become a Partner. Said Agreement further provides for an option to purchase the Interest represented by this document under certain circumstances described therein. 8.5 Distributions and Allocations in Respect to Transferred Interests. If any Interest is sold, assigned or transferred during any accounting period in compliance with the provisions of this Section 8, Profits, Losses, each item thereof and all other items attributable to the transferred Interest for such period shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during the period in accordance with Code Section 706(d), using any conventions permitted by law and selected by the transferring Partners. All distributions on or before the date of such transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee. Solely for purposes of making such allocations and distributions, the Partnership shall recognize such transfer not later than the end of the calendar month during which it is given notice of such transfer, provided that if the Partnership does not receive a notice stating the date such Interest was transferred and such other information as the General Partner may reasonably require within 30 days after the end of the accounting period during which the transfer occurs, then all of such items shall be allocated, and all distributions shall be made, to the Person who, according to the books and records of the Partnership, on the last day of the accounting period during which the transfer occurs, was the owner of the Interest. Neither the Partnership, the General Partner nor the Partners shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 8.5, whether or not the Partnership, the General Partner or the Partners have knowledge of any transfer of ownership of any Interest. 8.6 Right to Transfer to Affiliates. Notwithstanding anything herein to the contrary, both the General Partner and Limited Partner shall have the right to Transfer their Interests to an Affiliate, provided that such Transfer shall not relieve such Partner of its obligations under this Agreement, and in the case of such a Transfer by the General Partner, the successor Affiliate may, at the General Partner's election, be admitted as a replacement or additional general partner upon complying with the requirements of Section 8.2(b)-(e). 36 9. OPTIONS TO PURCHASE 9.1 General Partner's Option to Purchase. The General Partner shall have the right and option (but not the obligation) to purchase all (but not less than all) of the Interest of the Limited Partner on the terms and conditions set forth in this Section 9 (or cause the Partnership to make such purchase and, in that case, to supply or arrange for the required funding to permit such purchase). The option granted pursuant to this Section may be exercised by the General Partner by delivery of a notice (the "General Partner Purchase Notice") to the Limited Partner at any time within the six month period commencing on the date 54 months after the Effective Date (the date the General Partner Purchase Notice is delivered will be the "Purchase Notice Date"). If the General Partner exercises its option and the General Partner determines that it does not wish to continue to hold an ownership interest in certain of the Projects, the Partner agree to cooperate to have the Partnership dispose of those Projects. 9.2 Consideration. The purchase consideration payable by the General Partner to the Limited Partner shall be the Net Equity of the Limited Partner's Interest determined as set forth in Section 9.3 and shall be payable in cash. If the Limited Partner's Net Equity with respect to the Interest purchased, combined with all prior distributions received by the Limited Partner, would produce a Shortfall, the General Partner shall contribute cash equal to the amount of the Shortfall to the Partnership, which the Partnership shall distribute to the Limited Partner as a guaranteed payment as provided in Section 10.3. 9.3 Determination of Net Equity. The Net Equity of the Limited Partner's Interest to be purchased shall be determined, without audit or certification, from the books and records of the Partnership by the firm of independent public accountants regularly employed by the Partnership. The Net Equity of the Limited Partner's Interest to be purchased shall be determined within 15 days after such accountants are apprised in writing of the Fair Market Value of the Property, and the amount of such Net Equity shall be disclosed to the Partners by written notice. The Net Equity determination of such accountants shall be final and binding in the absence of manifest error. 9.4 Determination of Fair Market Value. The Fair Market Value of the Property shall be determined as follows: (a) The General Partner shall provide the Limited Partner its estimate of the value of the Property with the General Partner Purchase Notice. If the Limited Partner does not provide the General Partner with an approval of the estimate of value within 45 days of receiving the General Partner's estimate of value of the Property, then such value shall be deemed to be rejected as its Fair Market Value. (b) If the Limited Partner rejects or, pursuant to clause (a) above, is deemed to reject the General Partner's estimate of value, then the General Partner shall engage an Appraiser (the "First Appraiser"). The First Appraiser's engagement shall require the Appraiser to determine the Appraised Value of the Property, and to submit such appraisal and determination to each of the General Partner and the Limited Partner within 60 days of engagement. 37 (c) Within 20 days after receipt of such appraisal and determination, the Limited Partner shall notify the General Partner and the First Appraiser as to whether it accepts or rejects the Appraised Value of the Property. If the Limited Partner rejects the Appraised Value of the First Appraiser, it shall engage another Appraiser (the "Second Appraiser") and include its name in the notice of rejection. In the absence of acceptance of the Appraised Value prepared by the First Appraiser, the Limited Partner shall be deemed to have rejected the Appraised Value as determined by the First Appraiser. If the Limited Partner accepts the Appraised Value of the First Appraiser, then such value shall be deemed the Fair Market Value. (d) The Second Appraiser's engagement shall require the Appraiser to determine the Appraised Value of the Property, and to submit such appraisal and determination to each of the General Partner and the Limited Partner within 60 days of engagement. (e) If the lower of the Appraised Values determined by the First and Second Appraisers is at least 90% of the higher of those two Appraised Values, then the Fair Market Value shall be the average of those two Appraised Values. If the difference between the Appraised Values is greater than 10%, then the First Appraiser and the Second Appraiser shall engage another Appraiser (the "Third Appraiser") to determine the Appraised Value of the Property, and to submit such appraisal and determination to each of the General Partner and the Limited Partner within 60 days of engagement. (f) If a Third Appraiser is so engaged, the average of the highest Appraised Value and the lowest Appraised Value shall be determined. If the remaining Appraised Value (the Appraised Value that is in between the highest and the lowest) is no more than 5% greater than, and no more than 5% less than, the average of the highest and the lowest, the Fair Market Value shall be the average of the highest and lowest Appraised Values. If the middle Appraised Value is outside of that range, the Fair Market Value shall be the average of the two Appraised Values that are closest to each other. (g) All costs of any appraisal process shall be borne 50% by the General Partner and 50% by the Limited Partner. (h) Notwithstanding anything in this Section 9.4 to the contrary, the Fair Market Value of the Property shall be deemed to be the General Partner's estimate of the value of the Property in the General Partner Purchase Notice, provided (i) such estimate of value will result in amounts distributed to the Limited Partner under this Agreement (including any guaranteed payments made under Section 2.2(e)) equal to the sum of the Limited Partner's Capital Contributions and the aggregate Priority Return of the Limited Partner accrued from the Effective Date to a date 20 days after the General Partner Purchase Notice with the Priority Return for purposes of this Section 9.4(h) and Section 12.1 computed using monthly compounding at the monthly rate of one twelfth of 10% (the "Maximum Return") and (ii) the Limited Partner agrees that the General Partner's estimate of value will result in the Limited Partner receiving the Maximum Return, which agreement will not be unreasonably denied or delayed. If the parties are unable to reach such agreement, the matter will be arbitrated in accordance with Section 14.19. 38 9.5 Closing. The closing of the purchase and sale of the Limited Partner's Interest shall occur at the principal executive office of the Partnership on a date and time mutually agreeable to the General Partner and the Limited Partner, which shall not be later than 20 days following the determination of the Fair Market Value. At the closing, the Limited Partner will deliver or cause to be delivered to the General Partner (i) appropriate assignments or other documents sufficient to transfer good and valid title to the Interest to be purchased, free and clear of all liens and encumbrances; and (ii) such other documents as the General Partner or its counsel may reasonable request. At the closing, the General Partner will deliver or cause to be delivered to the Limited Partner, a wire transfer or bank cashier's check in the amount to which it is entitled hereunder. 9.6 Limited Partner's Option to Purchase. In the event the General Partner shall fail to timely exercise the option to purchase set forth in Section 9.1 above, the Limited Partner shall have the option to purchase from the Partnership any or all of the Properties on the terms and conditions set forth herein. The option granted pursuant to this Section may be exercised by the Limited Partner by delivery of a notice (the "Limited Partner Purchase Notice") to the General Partner at any time within the 180-day period commencing on the earlier to occur of (i) the day immediately following the expiration of the period during which the General Partner was entitled to exercise the option set forth in Section 9.1 or (ii) the day immediately following delivery of written notice from the General Partner to the Limited Partner waiving the General Partner's option. Such Limited Partner Purchase Notice shall specify those Properties which the Limited Partner elects to purchase. The Limited Partner shall not be entitled to deliver more than one Limited Partner Purchase Notice. In the event the Limited Partner Purchase Notice is delivered, the Properties designated therein shall be purchased by the Limited Partner on the terms and conditions of this Section 9, modified and supplemented as follows: (a) The purchase price of the designated Properties shall be their Fair Market Values; (b) The purchase price for the designated Properties shall be paid in cash, by wire transfer or bank cashier's check, at the closing; and (c) Closing costs and expenses shall be allocated 50% to the Limited Partner and 50% to the General Partner and items of income and expense shall be appropriately prorated as of the date of closing. At any time during such 180-day period, the Limited Partner may deliver written notice to the General Partner of its intent not to exercise its option to purchase from the Partnership any or all of the Properties as provided herein. Upon receipt of such notice by the General Partner, the Partnership shall dissolve and commence winding-up and liquidating as set forth in Section 10.1. 10. DISSOLUTION AND WINDING UP 10.1 Liquidating Events. The Partnership shall dissolve and commence winding up and liquidating upon the first to occur of any of the following (a "Liquidating Event"): (a) The sale of all or substantially all of the Property; 39 (b) The vote by the General Partner and 100% in Percentage Interest of the Partners to dissolve, wind up and liquidate the Partnership; (c) The failure of the General Partner to exercise the option to purchase provided in Section 9.1 by the end of the six-month period specified therein and the first to occur of (i) receipt by the General Partner of written notice from the Limited Partner of its intent not to exercise its option to purchase from the Partnership any or all of the Properties provided in Section 9.6 and (ii) the failure of the Limited Partner to exercise its option to purchase from the Partnership any or all of the Properties provided in Section 9.6 by the end of the 180-day period specified therein; (d) The occurrence of any of the events specified in Section 15681 of the Act; or (e) 5:00 p.m., Pacific time, December 31, 2018. The Partners hereby agree that, notwithstanding any provision of applicable law, the Partnership shall not dissolve prior to the occurrence of a Liquidating Event. 10.2 Winding Up. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Partners. In such event, no Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership's business and affairs. The General Partner (or, in the event there is no General Partner, any Person elected by a majority in Percentage Interest of the Partners) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership's liabilities and Property and the Property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed in the following order: (a) First, to the payment and discharge of all of the Partnership's debts and liabilities to creditors other than the Partners; (b) Second, to the payment and discharge of all of the Partnership's debts and liabilities to the Partners; and (c) The balance, if any, to the Partners in accordance with their Capital Accounts, after giving effect to all contributions, distributions and allocations for all periods (other than distributions and contributions made pursuant to this Section 10.2(c) and deductions attributable thereto); provided, however, that if, prior to making distributions pursuant to this Section 10.2(c), the General Partner has a positive Capital Account and if the cumulative allocations to the Limited Partner, pursuant to Sections 3.1(a), 3.1(b), 3.4(a), and 3.4(b), were less than the sum of (A) the cumulative Priority Return accrued for the Limited Partner from the Effective Date to the date of liquidation less the amount of any guaranteed payments made pursuant to Section 2.2(e), and (B) the cumulative Losses allocated to the Limited Partner pursuant to Section 3.2, an amount otherwise distributable to the General Partner pursuant to this Section 10.2(c) equal to the amount of such shortfall 40 shall be deemed recontributed by the General Partner to the Partnership and shall be distributed to the Limited Partner as a guaranteed payment pursuant to Section 2.2(e). 10.3 Shortfall. If the distribution pursuant to Section 10.2 (or the purchase consideration payable pursuant to Section 9.2) would cause a Shortfall, the General Partner shall contribute cash equal to the amount of the Shortfall to the Partnership, the Partnership shall distribute that amount to the Limited Partner as a guaranteed payment. 10.4 Compliance with Timing Requirements of Regulations. In the event the Partnership is "liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), (a) distributions shall be made pursuant to this Section 10 (taking into account Section 10.2) to the Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2), and (b) if a Partner's Capital Account has a deficit balance (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs and including contributions required pursuant to Section 10.3), such Person shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or any other Person for any purpose whatsoever. In the discretion of the General Partner, a pro rata portion of the distributions that would otherwise be made to the Partners pursuant to this Section 10 may be: (a) Distributed to a trust established for the benefit of the Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the Partners arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the Partners from time to time, in the reasonable discretion of the General Partner, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the Partners pursuant to this Agreement; or (b) Withheld to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld amounts shall be distributed to the Partners as soon as practicable. 10.5 Rights of Partners. Except as otherwise provided in this Agreement each Partner shall look solely to the assets of the Partnership for the return of its Capital Contribution and shall have no right or power to demand or receive property other than cash from the Partnership. 11. INDEMNIFICATION 11.1 Indemnification. The Partnership shall indemnify and hold harmless the Partners, their Affiliates, the Limited Partner's advisor, and their respective officers, directors, employees, agents and principals (individually, an "Indemnitee") from and against any and all losses, claims, demands, costs, damages, liabilities, joint and several, expenses of any nature (including reasonable attorneys' fees and disbursements), judgments, fines, settlements and other amounts (collectively, "Losses") incurred or suffered by them (solely to the extent that such Losses do not arise or result from the negligence or fault 41 of such Indemnitee) arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which the Indemnitee was involved or may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business of the Partnership, excluding liabilities to any Partner, regardless of whether the Indemnitee continues to be a Partner, an Affiliate, or an officer, director, employee, agent or principal of the Partner at the time any such liability or expense is paid or incurred, to the fullest extent permitted by the Act and all other applicable laws; provided that such indemnity shall not extend to: (i) actions not taken by such Indemnitee in accordance with the standard of care in Section 5.1(b) hereof, if applicable to such Indemnitee; (ii) actions not taken in good faith by any such Indemnitee and (iii) actions taken by the property manager (which is indemnified under the Management Agreement) in its capacity as such pursuant to the Management Agreement. 11.2 Expenses. Expenses incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding subject to Section 11.1 shall, from time to time, be advanced by the Partnership prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Partnership of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that such Person is not entitled to be indemnified as authorized in Section 11.1. 11.3 Indemnification Rights Nonexclusive. The indemnification provided by Section 11.1 shall be in addition to any other rights to which those indemnified may be entitled under any agreement, vote of the Partners, as a matter of law or equity or otherwise, both as to action in the Indemnitee's capacity as a Partner, the General Partner, an Affiliate or an officer, director, employee, agent or principal of a Partner and as to any action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee. 11.4 Errors and Omissions Insurance. The Partnership may purchase and maintain insurance, at the Partnership's expense, on behalf of the General Partner, the Partners and such other Persons as the General Partner shall determine, against any liability that may be asserted against, or any expense that may be incurred by, such Person in connection with the activities of the Partnership and/or the General Partner's or the Partners' acts or omissions as the General Partner and Partners of the Partnership regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement. 11.5 Assets of the Partnership. Any indemnification under Section 11.1 shall be satisfied solely out of the assets of the Partnership. No Partner shall be subject to personal liability or required to fund or to cause to be funded any obligation by reason of these indemnification provisions. 12. DEFAULTING EVENT REMEDIES 12.1 Election to Purchase Defaulting Partner's Interest. In the event that a Partner becomes a Defaulting Partner, the nondefaulting Partner shall have the option to purchase the Interest of the Defaulting Partner in the 42 Partnership, with any such election to be made by the nondefaulting Partner giving notice of such election to the Defaulting Partner within 30 days after the nondefaulting Partner first discovers that the other Partner has become a Defaulting Partner (and so notifies the Defaulting Partner in writing). In the event that the General Partner is the Defaulting Partner and shall at that time be able to exercise the option to purchase the Interest of the Limited Partner under Section 9.1, then the General Partner can exercise its Section 9.1 option within 30 days after such notice, provided that (i) the consideration for the Limited Partner's Interest shall be an amount that, when taken into account with all prior distributions to the Limited Partner (including guaranteed payments), will cause the Limited Partner to have received the return of its Capital Contributions and an aggregate return accrued from the Effective Date to the date of payment computed at the Maximum Return (as defined in Section 9.4(h)), and (ii) the closing under Section 9.5 shall take place within 20 days following the date of exercise of such option. 12.2 Purchase Price of Defaulting Partner's Interest. If either Partner becomes a Defaulting Partner, in the event that the nondefaulting Partner elects under Section 12.1 to purchase the Defaulting Partner's Interest, the purchase price of such Interest shall be 100% of the Adjusted Capital Contribution of the Defaulting Partner; provided, however, that the nondefaulting Partner shall receive a credit against such purchase price in the amount of any delinquent capital contributions due from the Defaulting Partner and any expenses of closing such purchase. This option to purchase the interest of the Defaulting Partner is deemed reasonable by the Partners and is intended to serve as agreed upon liquidated damages and not as a penalty, the amount of the actual damages suffered by the nondefaulting partner being difficult if not impossible to ascertain. In the event that the nondefaulting Partner elects under Section 12.1 to purchase the Defaulting Partner's Interest, then the Partnership shall not make any distributions on or before the closing of the purchase of such Interest, and any such distributions which would have been made to the Defaulting Partner shall be distributed to the nondefaulting Partner on or after the closing. At such time as the purchase price of the Defaulting Partner's Interest has been determined, the nondefaulting Partner shall give notice of the amount thereof to the Defaulting Partner and the closing shall be held on a date selected by the nondefaulting Partner within ten Business Days thereafter. 12.3 Remedies Nonexclusive. The option of the nondefaulting Partner to purchase the Interest of the Defaulting Partner under Section 12.1 is not the exclusive remedy of the nondefaulting Partner, but it is merely cumulative of, and in addition to, any rights or remedies which the nondefaulting Partner or the Partnership may have at law or in equity against or with respect to such Defaulting Partner, provided that any recovery under this Agreement against a Defaulting Partner shall be limited to the Defaulting Partner's interest in the Partnership. Without limiting its right to seek and recover damages for the Defaulting Event, a nondefaulting Partner may at its option: (i) replace the Defaulting Partner's representative(s) on the Investment Committee with its own representative(s), provided that no purchase, sale or financing of Property, other than pursuant to Section 12.2, shall be taken except with the consent of the Partners, (ii) remove the General Partner, (iii) terminate the Management Agreement (Exhibit D) or (iv) apply to any Capital Contribution with respect to which the General Partner is in default the management fees otherwise payable to PSA Affiliates under the Management Agreement for a period of up to 120 days, during which the PSA Affiliates shall not terminate the Management Agreement for nonpayment of such management fees. 43 13. REPRESENTATIONS AND WARRANTIES 13.1 Representations and Warranties of the General Partner . The General Partner hereby represents and warrants to the Limited Partner and the Partnership that: (a) The General Partner is a duly organized and validly existing limited partnership in good standing under the laws of the State of Texas, duly qualified to do business in all states in which the General Partner is required to so qualify in order to legally perform its obligations hereunder, and has the requisite power and authority to enter into and carry out the terms of this Agreement; (b) All action required to be taken by the General Partner to consummate this Agreement has been taken by the General Partner and no further approval of any board, court or other body is necessary in order to permit the General Partner to consummate this Agreement; (c) Neither the execution and delivery of, nor the performance of, nor the compliance with, this Agreement has resulted (or will result) in any violation of, be in conflict with, invalidate, cancel or make inoperative interfere with, or constitute a default under, or result in the creation of any lien, encumbrance or any other charge upon the Partnership pursuant to any charter, bylaw, venture agreement, partnership agreement, trust agreement, mortgage, deed of trust, indenture, contract, agreement, permit, judgment, decree or order to which the General Partner is a party or by which the Partnership is bound, and there is no default and no event or omission has occurred which, but for the passing of time or the giving of notice, or both, would constitute a default on the part of the General Partner under this Agreement; (d) The General Partner has not received notice of any, and to the General Partner's actual knowledge there is no, action, proceeding or investigation pending or threatened (nor any basis therefor) which questions, directly or indirectly, the validity or enforceability of this Agreement as to the General Partner or which would materially and adversely affect the Partnership, and, to the General Partner's actual knowledge, no lien against the Project has arisen or exists under Federal or state tax or other laws, other than liens for current real property taxes and assessments not yet due and payable; (e) No representation, warranty or covenant of the General Partner in this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary to make the statements or facts contained therein not misleading. (f) This Agreement has been duly executed by the General Partner and is and will remain a valid and binding agreement, enforceable in accordance with its terms; (g) (1) The General Partner has not received notice of any, and to the General Partner's actual knowledge there are no, judgments or decrees of $100,000 or more individually or in the aggregate of any kind against the General Partner unpaid or unsatisfied of record in any court of any city, county, state or of the United States; (2) the General Partner is not in the hands of a receiver and has not committed an act of bankruptcy and an order for relief has not been entered with respect to the General Partner; (3) there are 44 no due and unpaid business license taxes of the General Partner; (4) there are no due and unpaid income, property or sales taxes of the General Partner which constitute a lien against the Partnership or any Project or could, with the passage of time, constitute such a lien, except the lien of any such taxes which are not yet due and payable; (5) the General Partner has received no notice of any alleged violation of, and, to the General Partner's knowledge, there is no violation by the General Partner of any Federal, state or local law, rule or regulation; except, in the case of (3), (4) or (5), where the existence of such condition, conditions, or violations, individually or in the aggregate, would have no material adverse effect on the business operations, assets or financial condition of the General Partner or Partnership; and (h) To the actual knowledge of the General Partner, the information provided to the Investment Committee by the PSA Affiliates with respect to each Qualifying Project is true, correct and complete in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. 13.2 Representations and Warranties of the Limited Partner. The Limited Partner hereby represents and warrants to the General Partner and the Partnership that: (a) The Limited Partner is duly formed, validly existing and in good standing under the laws of the [State of Incorporation of Limited Partner]; that it is not subject to any involuntary proceeding for the dissolution or liquidation thereof; that it has all requisite authorizations to enter into this Agreement with the General Partner and to consummate the transactions contemplated hereby; and that the parties executing this Agreement on behalf of the Limited Partner are duly authorized to so do. (b) No representation, warranty or covenant of the Limited Partner in this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary to make the statements or facts contained therein not misleading. 13.3 Agreements of the General Partner. (a) During the term of the Partnership, the Projects shall be operated and managed as an integral part of the PSA network of self-storage facilities, subject to the terms of the Management Agreement. Without limiting the foregoing, the General Partner covenants and agrees that the Projects will be managed in a reasonable commercial manner consistent with the management of other self-storage projects owned by PSA Affiliates; this will include (i) causing all rents and other charges with respect to the Projects to be at competitive rates within the local market, taking into account occupancy, location, the quality of the Project and all other relevant factors; (ii) operating the Projects in a manner so as to minimize expenses applicable thereto to the extent appropriate in the operation and promotion of first class self-storage projects and maximizing the long term net profits therefrom and the value thereof; and (iii) operating the Projects in a prudent and first class manner, with all appropriate action being taken to protect and preserve them (including appropriate repairs, maintenance, insurance coverage and the like). 45 (b) The General Partner will insure and keep insured at all times all of the Projects (including the Partnership as a named insured) against loss or damage by fire and from other causes customarily insured against by companies engaged in similar businesses in such amounts as are usually insured against by such companies, and in any case as are adequate to provide reasonable protection against such loss or damage to the Projects. The General Partner also will maintain at all times (including the Partnership as a named insured) with financially sound and reputable insurers adequate insurance against loss or damage from such hazards and risks to the person and property of others as are usually insured against by companies operating businesses similar to the businesses of the Partnership. All such insurance shall be carried with financially sound and reputable insurers accorded a rating of "A-VI" or better by A.M. Best Company, Inc. (or a comparable rating by any comparable rating agency), provided that at least 75% of all coverage and the insurer with the risk of first loss in each category shall have a rating of "A-IX" or better. If the Partnership cannot obtain sufficient insurance which meets the above criteria, the General Partner will provide the Limited Partner with notice and will demonstrate that insurance cannot be obtained in accordance with the above criteria, in which case the requirement shall be reduced to "A-V" and "A-VIII," respectively. The sum of the deductible limit of all insurance coverage plus any amounts of self-insurance will not exceed $5,000,000 in the aggregate. A summary of insurance presently in force has been provided to the Limited Partner and is attached hereto as Exhibit L. (c) Expenses incurred in operating the Projects shall be allocated among the Projects on the same basis on which such expenses are allocated among all other projects owned by PSA Affiliates and in a manner generally consistent with prior practice as reflected in Exhibit J. (d) The General Partner shall allocate to the Partnership only such amount of the compensation of each project manager of a Project as is comparable to the compensation of project managers of similar sized self storage facilities in the same or similar market areas that do not include retail stores. 14. MISCELLANEOUS 14.1 Notices. Any notice, payment, demand, or communication required or permitted to be given by any provision of this Agreement shall be in writing and shall be delivered personally to the Person or to an officer of the Person to whom the same is directed, or sent by facsimile transmission, by nationally recognized courier service or by first class mail, registered or certified, addressed as follows, or to such other address as such Person may from time to time specify by notice to the Partners: (a) If to the Partnership, to the Partnership's principal executive office set forth in Section 1.4; 46 (b) If to the Limited Partner, to: [addresses for notices to Limited Partner and representatives] 47 (c) If to the General Partner, to: PS Texas Holdings, Ltd. c/o Public Storage, Inc. 701 Western Avenue Glendale, CA 91201 Attn: Mr. Harvey Lenkin Fax: (818) 241-0627 Any such notice shall be deemed to be delivered, given and received for all purposes as of (i) the first Business Day after it is so delivered or sent, if delivered personally or sent by facsimile transmission (with transmission confirmed), (ii) the first Business Day after delivered to a nationally recognized courier service, if sent by overnight delivery through such a courier service, or (ii) three Business Days after being deposited in the United States mail, if sent by registered or certified mail, postage and charges prepaid. Any Person may from time to time specify a different address by notice to the Partnership and the Partners. 14.2 Binding Effect. Except as otherwise provided in this Agreement, every covenant, term and provision of this Agreement shall be binding upon and inure to the benefit of the Partners and their respective successors and permitted transferees and assigns. 14.3 Construction. Every covenant, term and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any Partner. References in this Agreement to Sections are to Sections of this Agreement unless expressly indicated otherwise. "Including" means "including without limitation." "Or" is inclusive and includes "and." 14.4 Time. Time is of the essence with respect to this Agreement. 14.5 Headings. Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof. 14.6 Severability. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement. 14.7 Incorporation by Reference. Every exhibit attached to this Agreement and referred to herein is hereby incorporated in this Agreement by reference. 14.8 Further Action. Each Partner, upon the request of the General Partner, agrees to perform all further acts and execute, acknowledge and deliver any documents which may be reasonably necessary, appropriate or desirable to carry out the provisions of this Agreement. 14.9 Variation of Pronouns. All pronouns and any variations thereof shall be deemed to refer to masculine, feminine or neuter, singular or plural, as the identity of the Person or Persons may require. 48 14.10 Governing Law. The laws of the State of California shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the Partners. 14.11 Waiver of Action for Partition. Each Partner irrevocably waives any right that it may have to maintain any action for partition with respect to any of the Property. 14.12 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all of the Partners had signed the same document. All counterparts shall be construed together and shall constitute one agreement. 14.13 Sole and Absolute Discretion. Except as otherwise provided in this Agreement, all actions which the Partners may take and all determinations which the Partners may make pursuant to this Agreement may be taken and made in their sole and absolute discretion. 14.14 Entire Agreement. This Agreement and the exhibits hereto, which are incorporated herein by reference, constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written. 14.15 Attorneys' Fees. Should any litigation, arbitration or other action or proceeding be commenced among the parties hereto, the party or parties prevailing in such litigation, arbitration or other action or proceeding shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as and for its or their attorneys' fees and costs in such litigation, arbitration or other action or proceeding which shall be determined by the court or arbitral tribunal therein or in a separate action brought for that purpose. 14.16 Third Parties. Nothing in this Agreement, expressed or implied, is intended to confer upon any Person other than the parties hereto any rights or remedies under or by reason of this Agreement. 14.17 Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, duty, agreement or condition. 14.18 Amendment and Modification. This Agreement may be amended or modified by unanimous consent of the Partners. 14.19 Dispute Resolution. If any dispute or controversy among the parties hereto arises out of or relating to this Agreement or the enforcement, interpretation, performance or breach of this Agreement or as to any matters related to but not covered by this Agreement, the parties shall first consult together, at both the working and senior management levels, in good faith to find an amicable resolution of the dispute or controversy. If the parties cannot resolve the dispute or controversy by such consultation, it shall be finally resolved by binding arbitration to be held in the County of Los Angeles, State of California, under auspices of, and in accordance with, the Commercial Arbitration Rules (the "Rules") of the American Arbitration Association. 49 There shall be an arbitral tribunal consisting of three neutral arbitrators selected according to the procedures set forth in the Rules and this Section, one of which shall be selected by the General Partner, one of which shall be selected by the Limited Partner, and the two arbitrators so selected shall mutually appoint a third arbitrator. If either of the first two arbitrators is not appointed within thirty (30) days of delivery of notice of demand for arbitration, the other party (or parties) shall select the arbitrator that was to be selected by such delinquent party (or parties). If the first two arbitrators fail to select the third arbitrator within thirty (30) days of their selection then, at the request of any party, the third arbitrator shall be selected by the Chief Judge of the United States District Court for the Central District of California (the "Court"). In any such arbitration proceedings, the arbitrators shall adopt and apply the provisions of the Federal Rules of Civil Procedure relating to discovery so that each party shall allow and may obtain discovery of any matter not privileged that is relevant to the subject matter involved in the arbitration to the same extent as if such arbitration were a civil action pending in the Court. The arbitrators may proceed to an award notwithstanding the failure of any party to participate in the proceedings. The arbitrators may issue decisions for interim, interlocutory, provisional or partial relief (e.g., temporary restraining orders, preliminary injunctions, orders to compel discovery, orders of attachment or protective orders) during the arbitration proceedings which may be enforced in any court of competent jurisdiction. The arbitrators may also grant appropriate relief at law or in equity, including removing the General Partner, in the event the General Partner (with the participation or acquiescence of its senior management) has been guilty of fraud, gross negligence, abuse of authority or misappropriation or waste of Partnership assets. The decision of a majority of the arbitrators shall constitute an arbitral award which is final, conclusive and binding on each party, and may be entered and shall be enforceable in any court of competent jurisdiction. 14.20 Confidentiality. The Partners agree that the terms of this Agreement, any other agreements entered into in connection with the transactions contemplated hereby and the identities of the parties hereto and their parent companies are confidential and shall not be disclosed to any third party without the other party's prior written consent. The Partners also acknowledge that all information to be supplied by or on behalf of the General Partner to the Investment Committee or the Limited Partner about Qualifying Projects is confidential, and shall not be disclosed to any third party (other than advisors to the Limited Partner for the sole purpose of advising the Limited Partner, but only to the extent that such advisors provide advance written acknowledgement and agreement satisfactory to the General Partner as to the confidential nature of the information) without the General Partner's prior written consent, which may be withheld in its sole discretion. The information referred to in the foregoing two sentences shall be collectively referred to herein as the "Confidential Information." Notwithstanding the limitations in the first two sentences of this Section 14.20, (1) any party may disclose Confidential Information if so required by law (including, without limitation, [law of Limited Partner's state of incorporation] or to such party's attorneys, accountants and other professionals, subject to the professional duty not to disclose such Confidential Information unless required by law; provided however, that such party shall use reasonable best efforts to provide a copy of any such written request to the other party prior to such disclosure; and (2) each Partner (and each employee, representative, or other agent of such Partner) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of (i) the Partnership and (ii) any transactions described herein, and all materials of any kind (including opinions or other tax analyses) that are provided to the Partner relating to 50 such tax treatment and tax structure. The authorization in clause (2) of the preceding sentence is not intended to permit disclosure of any other Confidential Information unrelated to the tax treatment and tax structure of the Partnership including (without limitation) (x) any portion of the Partnership documents or related materials to the extent not related to the tax treatment or tax structure of the Partnership, (y) the existence or status of any negotiations unrelated to the tax issues, or (z) any other term or detail not relevant to the tax treatment or the tax structure of the Partnership. 14.21 Guarantees. (a) PSA hereby absolutely, irrevocably and unconditionally guarantees the due and punctual payment of any and all Capital Contributions required to be made by the General Partner hereunder, and the due and punctual performance and observance of and compliance with the covenants, agreements and obligations of the General Partner in Section 5.1(b) above. (b) The [Limited Partner affiliate], as agent for the System Trust Fund, a body corporate and govermental agency of the Limited Partner hereby absolutely, irrevocably and unconditionally guarantees the due and punctual payment of any and all Capital Contributions required to be made hereunder. 51 IN WITNESS WHEREOF, the undersigned have entered into this Agreement as of the date first above set forth. GENERAL PARTNER: PS TEXAS HOLDINGS, LTD. By: PS GPT Properties, Inc. Its: General Partner By: /s/ John Reyes ------------------------------ Name: John Reyes Its: Senior Vice President LIMITED PARTNER: [SIGNATURE OF LIMITED PARTNER] ------------------------------ For purposes of Section 14.21 only: PUBLIC STORAGE, INC. By: /s/ John Reyes ------------------------ Name: John Reyes Its: Senior Vice President LIMITED PARTNER: [SIGNATURE OF LIMITED PARTNER affiliate] - ---------------------------------------- EX-11 5 q403psi_ex11.txt EXHIBIT 11 EPS PUBLIC STORAGE, INC. EXHIBIT 11 - EARNINGS PER SHARE
For the Year Ended December 31, --------------------------------------------------- 2003 2002 2001 ------------- ------------- ------------ (amounts in thousands, except per share data) Earnings Per Share: Net income....................................................... $ 336,653 $ 318,738 $ 324,208 Less: Cumulative Preferred Stock Dividends: 10% Cumulative Preferred Stock, Series A...................... - (3,422) (4,563) 9.20% Cumulative Preferred Stock, Series B.................... (1,322) (5,389) (5,488) Adjustable Rate Preferred Stock, Series C..................... (1,013) (2,024) (2,024) 9.50% Cumulative Preferred Stock, Series D.................... (2,850) (2,850) (2,850) 10.00% Cumulative Preferred Stock, Series E................... (5,488) (5,488) (5,488) 9.75% Cumulative Preferred Stock, Series F.................... (5,606) (5,606) (5,606) 8-7/8% Cumulative Preferred Stock, Series G................... - - (11,482) 8.45% Cumulative Preferred Stock, Series H.................... - - (10,853) 8-5/8% Cumulative Preferred Stock, Series I................... - - (7,475) 8% Cumulative Preferred Stock, Series J....................... - (9,200) (12,000) 8.25% Cumulative Preferred Stock, Series K.................... (9,488) (9,488) (9,488) 8.25% Cumulative Preferred Stock, Series L................... (9,488) (9,488) (9,488) 8.75% Cumulative Preferred Stock, Series M.................... (4,922) (4,922) (4,922) 8.60% Cumulative Preferred Stock, Series Q.................... (14,835) (14,835) (14,134) 8.00% Cumulative Preferred Stock, Series R.................... (40,800) (40,800) (10,200) 7.875% Cumulative Preferred Stock, Series S................... (11,320) (11,320) (1,918) 7.625% Cumulative Preferred Stock, Series T................... (11,601) (11,011) - 7.625% Cumulative Preferred Stock, Series U................... (11,438) (9,849) - 7.50% Cumulative Preferred Stock, Series V.................... (12,938) (3,234) - 6.50% Cumulative Preferred Stock, Series W.................... (2,057) - - 6.45% Cumulative Preferred Stock, Series X.................... (1,030) - - ------------- ------------- ------------ Total preferred dividends........................................ (146,196) (148,926) (117,979) Allocation of income to preferred shareholders based on redemptions of preferred stock................................ (7,120) (6,888) (14,835) ------------- ------------- ------------ Total net income allocated to preferred shareholders............. $ (153,316) $ (155,814) $ (132,814) ============= ============= ============ Total net income allocable to common shareholders................ $ 183,337 $ 162,924 $ 191,394 ============= ============= ============ Allocation of net income to common shareholders by class: Net income allocable to shareholders of the Equity Stock, Series A.................................................. $ 21,501 $ 21,501 $ 19,455 Net income allocable to shareholders of common stock....... 161,836 141,423 171,939 ------------- ------------- ------------ $ 183,337 $ 162,924 $ 191,394 ============= ============= ============ Weighted average common shares and equivalents outstanding: Basic weighted average common shares outstanding.............. 125,181 123,005 122,310 Net effect of dilutive stock options - based on treasury stock method using average market price........................... 1,336 1,566 1,267 ------------- ------------- ------------ Diluted weighted average common shares outstanding............ 126,517 124,571 123,577 ============= ============= ============ Basic earnings per common and common equivalent share............ $ 1.29 $ 1.15 $ 1.41 ============= ============= ============ Diluted earnings per common and common equivalent share.......... $ 1.28 $ 1.14 $ 1.39 ============= ============= ============
Note- There were no securities outstanding which would have had an anti-dilutive effect upon earnings per common share in each of the three years ended December 31, 2003. Exhibit 11 EX-12 6 q403psi_ex12.txt EXHIBIT 12 STATEMENT RE: COMPUTATION OF RATIOS PUBLIC STORAGE, INC. EXHIBIT 12 - STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
For the Year Ended December 31, ----------------------------------------------------------------------- 2003 2002 2001 2000 1999 ---------- ---------- ---------- ---------- ---------- (Amounts in thousands) Net income................................... $ 336,653 $ 318,738 $ 324,208 $ 297,088 $ 287,885 Add: Minority interest in income.......... 43,703 44,087 46,015 38,356 16,006 Less: Minority interests in income which do not have fixed charges.................. (13,610) (14,307) (11,243) (10,549) (13,362) ---------- ---------- ---------- ---------- ---------- Income from continuing operations............ 366,746 348,518 358,980 324,895 290,529 Interest expense.......................... 1,121 3,809 3,227 3,293 7,971 ---------- ---------- ---------- ---------- ---------- Total Earnings Available to Cover Fixed Charges $ 367,867 $ 352,327 $ 362,207 $ 328,188 $ 298,500 ========== ========== ========== ========== ========== Total Fixed Charges - interest expense (b)... $ 7,131 $ 10,322 $ 12,219 $ 13,071 $ 12,480 ========== ========== ========== ========== ========== Cumulative Preferred Stock dividends......... 146,196 148,926 117,979 100,138 94,793 Preferred Partnership Unit distributions..... 26,906 26,906 31,737 24,859 - ---------- ---------- ---------- ---------- ---------- Total Preferred distributions................ $ 173,102 $ 175,832 $ 149,716 $ 124,997 $ 94,793 ========== ========== ========== ========== ========== Total Combined Fixed Charges and Preferred Stock dividends............................ $ 180,233 $ 186,154 $ 161,935 $ 138,068 $ 107,273 ========== ========== ========== ========== ========== Ratio of Earnings to Fixed Charges........... 51.59x 34.13x 29.64x 25.11x 23.92x ========== ========== ========== ========== ========== Ratio of Earnings to Combined Fixed Charges and Preferred Stock dividends.................. 2.04x 1.89x 2.24x 2.38x 2.78x ========== ========== ========== ========== ========== Supplemental disclosure of Ratio of Earnings before Interest, Taxes, - -------------------------------------------------------------------- Depreciation and Amortization ("EBITDA") to fixed charges: - ---------------------------------------------------------- Net Income................................... $ 336,653 $ 318,738 $ 324,208 $ 297,088 $ 287,885 Less - Loss/(Gain) on sale of real estate.... (5,378) 2,541 (4,091) (3,786) (2,154) Add - Depreciation and Amortization.......... 185,775 177,978 164,914 147,743 136,663 Less - Depreciation allocated to minority (6,328) (8,087) (7,847) (7,138) (9,294) interests.................................... Add - Depreciation included in equity in earnings of real estate entities........... 27,753 27,078 25,096 21,825 19,721 Add - Depreciation and amortization included in discontinued operations.................... 2,228 3,670 3,147 1,494 1,056 Add - Minority interest - Preferred ........ 26,906 26,906 31,737 24,859 - Add - Interest expense ..................... 1,121 3,809 3,227 3,293 7,971 ---------- ---------- ---------- ---------- ---------- EBITDA available to cover fixed charges (a).. $ 568,730 $ 552,633 $ 540,391 $ 485,108 $ 441,848 ========== ========== ========== ========== ========== Total Fixed Charges - interest expense (b)... $ 7,131 $ 10,322 $ 12,219 $ 13,071 $ 12,480 ========== ========== ========== ========== ========== Preferred Stock dividends.................... 146,196 148,926 117,979 100,138 94,793 Preferred Partnership Unit distributions..... 26,906 26,906 31,737 24,859 - ---------- ---------- ---------- ---------- ---------- Total Preferred distributions................ $ 173,102 $ 175,832 $ 149,716 $ 124,997 $ 94,793 ========== ========== ========== ========== ========== Total Combined Fixed Charges and Preferred Stock dividends............................ $ 180,233 $ 186,154 $ 161,935 $ 138,068 $ 107,273 ========== ========== ========== ========== ========== Ratio of EBITDA to Fixed Charges............. 79.75x 53.54x 44.23x 37.11x 35.40x ========== ========== ========== ========== ========== Ratio of EBITDA to Combined Fixed Charges and Preferred Stock dividends.................. 3.16x 2.97x 3.34x 3.51x 4.12x ========== ========== ========== ========== ==========
(a) EBITDA represents earnings prior to interest, taxes, depreciation, amortization, and gains on sale of real estate assets. This supplemental disclosure of EBITDA is included because financial analysts and other members of the investment community consider coverage ratios for real estate companies on a pre-depreciation basis. (b) "Total fixed charges - interest" includes interest expense plus capitalized interest. Exhibit 12 EX-14 7 q403psi_ex14.txt EXHIBIT 14 CODE OF ETHICS EXHIBIT 14 PUBLIC STORAGE, INC. CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS 1. SCOPE AND PURPOSE This Code of Ethics for Senior Financial Officers applies to the Company's principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions (each a "Senior Financial Officer"). This Code is designed to promote (1) honest and ethical conduct, (2) avoidance of conflicts of interests, (3) full, fair, accurate, timely and understandable disclosure and (4) compliance with applicable governmental laws, rules and regulations. Each Senior Financial Officer must conduct himself or herself in accordance with this Code and must seek to avoid even the appearance of improper behavior. Senior Financial Officers should also refer to and abide by the Company's Standards of Business Conduct, which are in addition to this Code. 2. HONEST AND ETHICAL CONDUCT Each Senior Financial Officer must always conduct him/herself in an honest and ethical manner. Each Senior Financial Officer must act with the highest standards of personal and professional integrity and not tolerate others who, attempt to deceive, or evade responsibility for actions. All actual or apparent conflicts of interest between personal and professional relationships must be handled honestly, ethically and in accordance with the policies specified in this Code. 3. COMPLIANCE WITH LAWS, RULES AND REGULATIONS Compliance with applicable governmental laws, rules and regulations, both in letter and in spirit, is one of the foundations on which this Company's ethical policies are built. Each Senior Financial Officer must understand and take responsibility for complying with the governmental laws, rules and regulations of the cities, states and countries in which the Company operates. For example, it is critical that Senior Financial Officers understand the governmental laws, rules and regulations applicable to disclosures the Company is required to make in its periodic reports and otherwise. Although a Senior Financial Officer may not know the details of all these laws, rules and regulations, it is important that he or she know enough to determine when to seek advice from the general counsel or other appropriate personnel. 4. RULES TO PROMOTE FULL, FAIR, ACCURATE, TIMELY AND UNDERSTANDABLE DISCLOSURE Each Senior Financial Officer must take the following steps to ensure full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission and in other public communications made by the Company: 1. Carefully review drafts of reports and documents the Company is required to file with the SEC before they are filed and Company press releases or other public communications before they are released to the public, with particular focus on disclosures each Senior Financial Officer does not understand or agree with and on information known to the officer that is not reflected in the report, document, press release or public communication. 1 2. Meet with the disclosure committee, members of senior management not on the committee, division heads, accounting staff and others involved in the disclosure process to discuss their comments on the draft report, document, press release or public communication. 3. Establish and maintain disclosure controls and procedures that ensure that material information is included in each report, document, press release or public communication in a timely fashion. 4. Consult with the Audit Committee of the Company's Board of Directors on a regular basis to determine whether they have identified any weaknesses or concerns with respect to internal controls. 5. When relevant, confirm that neither the Company's internal auditors nor its outside accountants are aware of any material misstatements or omissions in the draft report or document, or have any concerns about the management's discussion and analysis section of a report. 6. Bring to the attention of the disclosure committee and/or Audit Committee matters that the Senior Financial Officer feels could compromise the integrity of the Company's financial reports. 7. Always act with the highest standards of personal and professional integrity; do not tolerate others who attempt to deceive, or to evade responsibility for their actions. 5. REPORTING VIOLATIONS OF THE CODE. Any Senior Financial Officer who becomes aware of any violation of the Code must promptly bring the violation to the attention of the Audit Committee of the Board of Directors. 6. COMPLIANCE WITH CODE. Each Senior Financial Officer will be held accountable for adherence to this Code. A violator of this Code will be subject to disciplinary action, up to and including a discharge from the Company and, where appropriate, civil liability and criminal prosecution. 7. WAIVER OF THE CODE Any waiver of this Code may be made only by the independent directors on the Board of Directors or by an authorized committee of the Board of Directors comprised solely of independent directors, and will be disclosed as required by law or SEC regulations 8. ACKNOWLEDGEMENT Senior Financial Officers are required to sign a form acknowledging that they have received, read, and agree to comply with the Code of Ethics for Senior Financial Officers. 2 EX-21 8 q403psi_ex21.txt SUBSIDIARIES OF REGISTRANT Exhibit 21 SUBSIDIARIES OF THE REGISTRANT Name State of Formation - ----------------------------------------------- ------------------ Connecticut Storage Fund........................ California Diversified Storage Venture Fund................ California PS Co-Investment Partners....................... California PS Insurance Company, Ltd....................... Bermuda PS Orangeco Holdings, Inc....................... California PS Orangeco, Inc............................... California PS Partners VIII, Ltd........................... California PS Partners, Ltd................................ California PSA Institutional Partners, L.P................. California PSAC Development Partners, L.P.................. California Public Storage Properties IV, Ltd............... California Public Storage Properties V, Ltd................ California Public Storage Institutional Fund............... California Public Storage Institutional Fund II............ California Public Storage Institutional Fund III........... California Public Storage Institutional Fund IV............ California Public Storage Pickup & Delivery, L.P........... California STOR-Re Mutual Insurance Corporation............ Hawaii Storage Trust Properties, L.P. ................. Delaware Note: This schedule excludes 15 other wholly-owned subsidiaries which were excluded in accordance with Reg. S-K, Item 601. All of the entities above conduct substantially all of their business activities under the name "Public Storage". EX-23 9 q403psi_ex23.txt CONSENT OF AUDITORS Exhibit 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-36004) of Public Storage, Inc., formerly Storage Equities, Inc., pertaining to the 1990 Stock Option Plan, the Registration Statement on Form S-8 (No. 33-55541) pertaining to the 1994 Stock Option Plan, the Registration Statement on Form S-8 (No. 333-13463) pertaining to the 1996 Stock Option and Incentive Plan, the Registration Statement on Form S-8 (No. 333-75327) pertaining to the 1994 Share Incentive Plan, the Registration Statement on Form S-8 (No. 333-50270) pertaining to the PS 401(k)/Profit Sharing Plan, the Registration Statement on Form S-8 (No. 333-52400) pertaining to the 2000 Non-Executive/Non-Director Stock Option and Incentive Plan, the Registration Statement on Form S-3 (No. 333-81041) and in the related prospectus, the Registration Statement on Form S-4 (No. 333-86899) and in the related prospectus, the Registration Statement on Form S-4 (No. 333-84126) and in the related prospectus, in the Registration Statement on Form S-3 (No. 333-101425) and in the related Prospectus and the Registration Statement on Form S-4 (No. 333-103190), and in the related prospectus of our report dated February 20, 2004 with respect to the consolidated financial statements and schedule of Public Storage, Inc. included in the Annual Report (Form 10-K) for 2003 filed with the Securities and Exchange Commission. ERNST & YOUNG LLP March 12, 2004 Los Angeles, California EX-31 10 q403psi_ex311.txt EX 31.1 R. HAVNER CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ronald L. Havner, Jr., certify that: 1. I have reviewed this annual report on Form 10-K of Public Storage, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this year-end report; 3. Based on my knowledge, the financial statements, and other financial information included in this year-end report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this year-end report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors: a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. /s/ Ronald L. Havner, Jr. - ------------------------- Name: Ronald L. Havner, Jr. Title: Chief Executive Officer Date: March 12, 2004 Exhibit 31.1 EX-31 11 q403psi_ex312.txt H. LENKIN CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Harvey Lenkin, certify that: 1. I have reviewed this annual report on Form 10-K of Public Storage, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this year-end report; 3. Based on my knowledge, the financial statements, and other financial information included in this year-end report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this year-end report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors: a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. /s/ Harvey Lenkin - ----------------- Name: Harvey Lenkin Title: President Date: March 12, 2004 Exhibit 31.2 EX-31 12 q403psi_ex313.txt J. REYES CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, John Reyes, certify that: 1. I have reviewed this annual report on Form 10-K of Public Storage, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this year-end report; 3. Based on my knowledge, the financial statements, and other financial information included in this year-end report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this year-end report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors: a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. /s/ John Reyes - -------------- Name: John Reyes Title: Chief Financial Officer Date: March 12, 2004 Exhibit 31.3 EX-32 13 q403psi_ex32.txt 906 CERTIFICATION CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Year-end Report on Form 10-K of Public Storage, Inc. (the "Company") for the year ended December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Ronald L. Havner, Jr., as Chief Executive Officer of the Company, Harvey Lenkin, as President of the Company, and John Reyes, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Ronald L. Havner, Jr. - ------------------------- Name: Ronald L. Havner, Jr. Title: Chief Executive Officer Date: March 12, 2004 /s/ Harvey Lenkin - ----------------- Name: Harvey Lenkin Title: President Date: March 12, 2004 /s/ John Reyes - -------------- Name: John Reyes Title: Chief Financial Officer Date: March 12, 2004 This certification accompanies the Report pursuant to ss.906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of ss.18 of the Securities Exchange Act of 134, as amended. A signed original of this written statement required by Section 906 has been provided to the Company, and will be retained and furnished to the SEC or its staff upon request. Exhibit 32 -----END PRIVACY-ENHANCED MESSAGE-----