grepcent / static financial knowledge base

Public Storage (PSA)

CIK: 0001393311. SIC: 6798 Real Estate Investment Trusts. Latest 10-K as of: 2026-02-12.

SIC breadcrumb: Finance, Insurance, And Real Estate > Holding And Other Investment Offices > SIC 6798 Real Estate Investment Trusts

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1393311. Latest filing source: 0001628280-26-007696.

Informational only - descriptive public-record data, not investment advice.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue4,824,113,000USD20252026-02-12
Net income1,784,348,000USD20252026-02-12
Assets20,208,604,000USD20252026-02-12

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-12. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001393311.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric2007200820092016201720182019202020212022202320242025
Revenue2,560,549,0002,668,528,0002,759,523,0002,855,108,0002,915,068,0003,415,824,0004,517,690,0004,695,616,0004,824,113,000
Net income1,453,576,0001,442,217,0001,711,031,0001,520,534,0001,357,213,0001,953,263,0004,349,147,0002,148,327,0002,072,011,0001,784,348,000
Diluted EPS6.816.738.547.296.299.8723.5011.0610.649.01
Operating cash flow1,945,336,0001,972,889,0002,063,646,0002,067,634,0002,042,902,0002,543,555,0003,117,141,0003,246,648,0003,128,255,0003,186,449,000
Share buybacks0.00111,903,0000.000.000.00200,000,0000.00
Assets10,130,338,00010,732,892,00010,928,270,00011,365,444,00011,816,546,00017,380,908,00017,552,307,00019,809,216,00019,754,934,00020,208,604,000
Liabilities688,684,0001,768,523,0001,783,542,0002,285,777,0003,239,647,0007,957,370,0007,385,506,0009,702,270,0009,941,282,00010,866,770,000
Stockholders' equity9,411,910,0008,940,009,0009,119,478,0009,062,911,0008,558,867,0009,335,177,00010,073,402,00010,013,178,0009,712,606,0009,248,128,000
Cash and cash equivalents183,688,000433,376,000361,218,000409,743,000257,560,000734,599,000775,253,000370,002,000447,416,000318,095,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric2007200820092016201720182019202020212022202320242025
Net margin56.77%54.05%62.00%53.26%46.56%57.18%47.55%44.13%36.99%
Return on equity15.44%16.13%18.76%16.78%15.86%20.92%43.17%21.45%21.33%19.29%
Return on assets14.35%13.44%15.66%13.38%11.49%11.24%24.78%10.85%10.49%8.83%
Liabilities / equity0.070.200.200.250.380.850.730.971.021.18

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-27. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001393311.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q22022-06-303.42reported discrete quarter
2022-Q32022-09-3015.38reported discrete quarter
2023-Q12023-03-312.65reported discrete quarter
2023-Q22023-06-301,119,770,000578,029,0003.00reported discrete quarter
2023-Q32023-09-301,143,820,000613,298,0003.20reported discrete quarter
2023-Q42023-12-311,159,868,000439,292,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-311,157,220,000508,948,0002.60reported discrete quarter
2024-Q22024-06-301,173,211,000518,127,0002.66reported discrete quarter
2024-Q32024-09-301,187,758,000430,329,0002.16reported discrete quarter
2024-Q42024-12-311,177,427,000614,607,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-311,183,184,000407,791,0002.04reported discrete quarter
2025-Q22025-06-301,201,094,000358,419,0001.76reported discrete quarter
2025-Q32025-09-301,224,043,000511,063,0002.62reported discrete quarter
2025-Q42025-12-311,215,792,000507,075,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-311,217,741,000526,273,0002.71reported discrete quarter

Quarterly Charts

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001628280-26-027487.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-04-27. Report date: 2026-03-31.

ITEM 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements relating to our 2026 outlook and all underlying assumptions, our expected acquisition, disposition, development, and redevelopment activity, supply and demand for our self-storage facilities, information relating to operating trends in our markets, expectations regarding operating expenses, including property tax changes, expectations regarding the impacts from inflation and changes in macroeconomic conditions, our strategic priorities, expectations with respect to financing activities, rental rates, cap rates, and yields, leasing expectations, our credit ratings, and all other statements other than statements of historical fact. Such statements are based on management’s beliefs and assumptions made based on information currently available to management and may be identified by the use of the words “outlook,” “guidance,” “expects,” “believes,” “anticipates,” “should,” “estimates,” and similar expressions.

These forward-looking statements involve known and unknown risks and uncertainties, which may cause our actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Risks and uncertainties that may impact future results and performance include, but are not limited to those risks and uncertainties described in Part 1, Item 1A, “Risk Factors” in our most recent Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (the “SEC”) on February 12, 2026 and in our other filings with the SEC. These include changes in demand for our facilities, changes in macroeconomic conditions, risks associated with our ability to consummate the Merger with NSA and the timing and closing of the Merger including, among other things, NSA’s ability to obtain NSA shareholder approval required to consummate the Merger, the satisfaction or waiver of other conditions to closing in the Merger Agreement, unanticipated difficulties or expenditures relating to the Merger, potential difficulties in employee retention as a result of the Merger, the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger and the outcome of legal proceedings instituted against us, our trustees and others related to the Merger, changes in national self-storage facility development activity, impacts from our strategic corporate transformation initiative, impacts of natural disasters, adverse changes in laws and regulations including governing property tax, evictions, rental rates, minimum wage levels, and insurance, adverse economic effects from public health emergencies, international military conflicts, international trade disputes (including threatened or implemented tariffs imposed by the U.S. and threatened or implemented tariffs imposed by foreign countries in retaliation), or similar events impacting public health and/or economic activity, increases in the costs of our primary customer acquisition channels, adverse impacts to us and our customers from high interest rates, inflation, unfavorable foreign currency rate fluctuations, or changes in federal or state tax laws related to the taxation of REITs, security breaches, including ransomware, or a failure of our networks, systems, or technology.

These forward-looking statements speak only as of the date of this report or as of the dates indicated in the statements. All of our forward-looking statements, including those in this report, are qualified in their entirety by this cautionary statement. We expressly disclaim any obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, new estimates, or other factors, events or circumstances after the date of these forward-looking statements, except when expressly required by law. Given these risks and uncertainties, you should not rely on any forward-looking statements in this report, or which management may make orally or in writing from time to time, neither as predictions of future events nor guarantees of future performance.

Critical Accounting Estimates

The preparation of consolidated financial statements and related disclosures in conformity with U.S. generally accepted accounting principles (“GAAP”) requires us to make judgments, assumptions, and estimates that affect the amounts reported. On an ongoing basis, we evaluate our estimates and assumptions. These estimates and assumptions are based on current facts, historical experience, and various other factors that we believe are reasonable under the circumstances to determine reported amounts of assets, liabilities, revenues, and expenses that are not readily apparent from other sources.

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During the three months ended March 31, 2026, there were no material changes to our critical accounting estimates as compared to the critical accounting estimates disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025.

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Overview

Our self-storage operations generate most of our net income, and our earnings growth is impacted by the levels of organic growth within our Same Store Facilities (as defined below) as well as within our Acquired Facilities and Newly Developed and Expanded Facilities (both as defined below).

Revenues generated by our Same Store Facilities remained relatively unchanged for three months ended March 31, 2026 as compared to the same period in 2025. Cost of operations for Same Store Facilities decreased by 1.1% for the three months ended March 31, 2026 as compared to the same period in 2025. For the three months ended March 31, 2026, realized annual rent per occupied square foot for our Same Store Facilities decreased by 0.3%, while average occupancy increased by 0.4%, as compared to the same period in 2025.

We have grown and plan to continue to grow through the acquisition and development of new facilities and expansion of our existing self-storage facilities. Since the beginning of 2024, including the ongoing integration of unstabilized properties acquired prior to 2024, we have expanded our portfolio by a total of 286 facilities with 22.9 million net rentable square feet for a cost of $4.3 billion. Within our non-same store portfolio as of March 31, 2026, our Newly Developed and Expanded Facilities include a total of 120 self-storage facilities with 13.7 million net rentable square feet. For development and expansions completed by March 31, 2026, we incurred a total cost of $1.8 billion. During the three months ended March 31, 2026, combined net operating income generated by our Acquired Facilities and Newly Developed and Expanded Facilities increased 29.5% ($18.5 million) as compared to the same period in 2025.

On March 16, 2026, the Company announced that it had entered into a merger agreement (the “Merger”) to acquire National Storage Affiliates Trust (“NSA”), a Maryland real estate investment trust (“NSA”), listed on the New York Stock Exchange, in an all-stock transaction. NSA’s portfolio includes more than 1,000 properties, 69 million rentable square feet, and 550,000 units across 37 states and Puerto Rico. In connection with the Merger, Public Storage and limited partners in NSA’s operating partnership will form a joint venture consisting of certain properties on NSA’s operating platform. The NSA operating partnership unitholders are expected to own approximately 80% of the joint venture at inception, with Public Storage holding the remaining interest. Public Storage will exclusively manage the joint venture portfolio and will earn customary property management, asset management and tenant reinsurance income. The transaction is currently expected to close in the third quarter of 2026, subject to the approval of NSA equity holders and the satisfaction of other customary closing conditions.

Results of Operations

Operating Results for the Three Months Ended March 31, 2026 and 2025

For the three months ended March 31, 2026, net income allocable to our common shareholders was $476.8 million or $2.71 per diluted common share, compared to $358.2 million or $2.04 per diluted common share for the same period in 2025, representing an increase of $118.6 million or $0.67 per diluted common share. The increase is due primarily to (i) a $110.4 million increase in foreign currency gain primarily associated with our Euro denominated notes payable and (ii) a $20.6 million increase in self-storage net operating income, partially offset by (iii) an $8.0 million increase in depreciation expense and (iv) an $8.0 million increase in interest expense.

The $20.6 million increase in self-storage net operating income for the three months ended March 31, 2026 as compared to the same period in 2025 is a result of a $17.9 million increase attributable to our Non-Same Store Facilities (as defined below) reflecting the impact of newly acquired facilities and the lease-up of development/expansion properties.

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Funds from Operations and Core Funds from Operations

Funds from Operations (“FFO”) and FFO per diluted common share (“FFO per share”) are non-GAAP measures defined by Nareit. We believe that FFO and FFO per share are useful to REIT investors and analysts in measuring our performance because Nareit’s definition of FFO excludes items included in net income that do not relate to or are not indicative of our operating and financial performance. FFO represents net income before real estate-related depreciation and amortization, which is excluded because it is based upon historical costs and assumes that building values diminish ratably over time, while we believe that real estate values fluctuate due to market conditions. FFO also excludes gains or losses on sale of real estate assets and real estate impairment charges, which are also based upon historical costs and are impacted by historical depreciation. FFO and FFO per share are not a substitute for net income or earnings per share. FFO is not a substitute for net cash flow in evaluating our liquidity or ability to pay dividends, because it excludes investing and financing activities presented on our consolidated statements of cash flows. In addition, other REITs may compute these measures differently, so comparisons among REITs may not be helpful.

For the three months ended March 31, 2026, FFO was $4.39 per diluted common share as compared to $3.71 per diluted common share for the same period in 2025, representing an increase of 18.3%, or $0.68 per diluted common share.

We also present “Core FFO” and “Core FFO per share” non-GAAP measures that represent FFO and FFO per share excluding the impact of (i) foreign currency exchange gains and losses, (ii) charges related to the redemption of preferred securities, and (iii) certain other non-cash and/or nonrecurring income or expense items primarily representing, with respect to the periods presented below, the impact of corporate transformation costs, loss contingencies, due diligence costs incurred in pursuit of strategic transactions, realized or unrealized gain or loss on private equity investments and non-hedge designated derivative transactions, certain CEO transition-related costs, and amortization of acquired non real estate-related intangibles. We review Core FFO and Core FFO per share to evaluate our ongoing operating performance and we believe they are used by investors and REIT analysts in a similar manner. However, Core FFO and Core FFO per share are not substitutes for net income and net income per share. Because other REITs may

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-02-12. Report date: 2025-12-31.

ITEM 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our consolidated financial statements and notes thereto.

Critical Accounting Estimates

The preparation of consolidated financial statements and related disclosures in conformity with U.S. generally accepted accounting principles (“GAAP”) requires us to make judgments, assumptions, and estimates that affect the amounts reported. On an ongoing basis, we evaluate our estimates and assumptions. These estimates and assumptions are based on current facts, historical experience, and various other factors that we believe are reasonable under the circumstances to determine reported amounts of assets, liabilities, revenues, and expenses that are not readily apparent from other sources.

We believe the following are our critical accounting estimates, because they are reasonably likely to have a material impact on the portrayal of our financial condition and results, and they require us to make judgments and estimates about matters that involve a significant level of uncertainty.

Impairment of Long-Lived Assets: The analysis of impairment of our long-lived assets, including our real estate facilities, involves identification of indicators of impairment, including unfavorable operational results and significant cost overruns on construction, projections of future operating cash flows, and estimates of fair values, all of which require significant judgment and subjectivity. In particular, these estimates are sensitive to significant assumptions, such as the projections of future rental rates, stabilized occupancy level, future profit margin, discount rates, and capitalization rates, all of which could be affected by our expectations about future market or economic conditions. Others could come to materially different conclusions.

Allocating Purchase Price for Acquired Real Estate Facilities: We estimate the fair values of the assets and liabilities of acquired real estate facilities, which consist principally of land, buildings and acquired customers in place, for purposes of allocating the aggregate purchase price of acquired real estate facilities. We estimate the fair value of land based upon price per square foot derived from observable transactions involving comparable land in similar locations as adjusted for location quality, parcel size, and date of sale associated with the acquired facilities. The fair value estimate of land is sensitive to the adjustments made to the land market transactions used in the estimate, particularly when there is a lack of recent comparable land market data. We estimate the fair value of buildings primarily using the income approach by estimating the fair value of hypothetical vacant acquired facilities and adjusting for the estimated fair value of land. The fair value estimate of buildings is sensitive to assumptions, such as lease-up period, future stabilized operating cash flows,

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capitalization rate and discount rate. We estimate the fair value of acquired customers in place using the income approach by estimating the foregone rent over the presumed period of time to absorb the occupied spaces as if they were vacant at the time of acquisition. The fair value estimate of the acquired customers in place is sensitive to the assumptions used in the income approach, such as market rent, lease-up period and discount rate. Others could come to materially different conclusions as to the estimated fair values of land, buildings and acquired customers in place, which would result in different depreciation and amortization expense, gains and losses on sale of real estate assets, as well as the level of land and buildings on our consolidated balance sheet.

Overview

Our self-storage operations generate most of our net income, and our earnings growth is impacted by the levels of organic growth within our Same Store Facilities (as defined below) as well as within our Acquired Facilities and Newly Developed and Expanded Facilities (both as defined below).

During 2025, revenues generated by our Same Store Facilities remained relatively unchanged, as compared to 2024, while Same Store cost of operations increased by 1.8% ($16.6 million). Softness in demand for our storage space has led to lower move-in rental rates for new tenants and lower average occupancy in 2025 as compared to 2024. Existing customers behavior was strong in 2025 with fewer move-outs and lower delinquencies allowing for rental rate increases to tenants over their tenancy.

We have grown and plan to continue to grow through the acquisition and development of new facilities and expansion of our existing self-storage facilities. Since the beginning of 2023, we acquired a total of 273 facilities with 19.9 million net rentable square feet for $3.9 billion. Within our Non-Same Store portfolio (as defined below) as of December 31, 2025, our Newly Developed and Expanded Facilities include a total of 111 self-storage facilities with 13.3 million net rentable square feet. For development and expansions completed by December 31, 2025, we incurred a total cost of $1.7 billion. During 2025, combined net operating income generated by our Acquired Facilities and Newly Developed and Expanded Facilities increased 25.6% ($59.5 million), as compared to 2024.

We have embarked on a solar program under which we plan to install solar panels on over 1,600 of our self-storage facilities. We have completed the installations on 1,191 facilities through December 31, 2025. We spent approximately $71 million on the program in 2025, and expect to spend approximately $60 million in 2026 on this effort.

During 2025, PSOC completed public offerings of $875 million aggregate principal amount of senior notes in various tranches and maturities and €425 million of senior notes due 2034. PSOC also repaid at maturity $400 million aggregate principal amount of floating rate senior notes and €242 million aggregate principal amount of senior notes. We plan to use the remaining proceeds for general corporate purposes, including to make investments in self-storage facilities.

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Results of Operations

Operating Results for 2025 and 2024

In 2025, net income allocable to our common shareholders was $1.6 billion or $9.01 per diluted common share, compared to $1.9 billion or $10.64 per diluted common share in 2024, representing a decrease of $287.1 million or $1.63 per diluted common share. The decrease was due primarily to (i) a $317.8 million increase in foreign currency exchange losses, (ii) a $22.1 million increase in depreciation and amortization expense (iii) a $17.1 million increase in interest expense, partially offset by (iv) a $53.1 million increase in self-storage net operating income and (v) a $23.4 million increase in ancillary net operating income.

The $53.1 million increase in self-storage net operating income in 2025 as compared to 2024 was a result of a $68.4 million increase attributable to our Non-Same Store Facilities, partially offset by a $15.3 million decrease attributable to our Same Store Facilities. Revenues for the Same Store Facilities remained relatively unchanged in 2025 as compared to 2024, due primarily to higher realized annual rent per occupied square foot partially offset by a decline in average occupancy. Cost of operations for the Same Store Facilities increased by 1.8% or $16.6 million in 2025 as compared to 2024, due primarily to increased property tax expense and indirect cost of operation partially offset by decreased marketing expenses and on-site property manager payroll expense. The increase in net operating income of $68.4 million for the Non-Same Store Facilities was due primarily to the impact of facilities acquired in 2025 and 2024.

Operating Results for 2024 and 2023

In 2024, net income allocable to our common shareholders was $1.9 billion or $10.64 per diluted common share, compared to $1.9 billion or $11.06 per diluted common share in 2023, representing a decrease of $76.1 million or $0.42 per diluted common share. The decrease was due primarily to (i) an $159.7 million increase in depreciation and amortization expense, (ii) an $86.3 million increase in interest expense, (iii) a $26.0 million increase in general and administrative expense, (iv) an $18.4 million decrease in interest and other income, partially offset by (v) an $153.4 million increase in foreign currency exchange gains primarily associated with our Euro denominated notes payable and (vi) a $61.6 million increase in self-storage net operating income.

The $61.6 million increase in self-storage net operating income in 2024 as compared to 2023 was a result of a $103.4 million increase attributable to our Non-Same Store Facilities, partially offset by a $41.8 million decrease attributable to our Same Store Facilities. Revenues for the Same Store Facilities decreased 0.6% or $22.7 million in 2024 as compared to 2023, due primarily to a decline in occupancy. Cost of operations for the Same Store Facilities increased by 2.1% or $19.1 million in 2024 as compared to 2023, due primarily to increased property tax expense, marketing expense, and repairs and maintenance expense, partially offset by decreased indirect cost of operations, utility expenses and on-site property manager payroll expense. The increase in net operating income of $103.4 million for the Non-Same Store Facilities was due primarily to the impact of facilities acquired in 2024 and 2023.

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Funds from Operations and Core Funds from Operations

Funds from Operations (“FFO”) and FFO per diluted common share (“FFO per share”) are non-GAAP measures defined by Nareit. We believe that FFO and FFO per share are useful to REIT investors and analysts in measuring our performance because Nareit’s definition of FFO excludes items included in net income that do not relate to or are not indicative of our operating and financial performance. FFO represents net income before real estate-related depreciation and amortization, which is excluded because it is based upon historical costs and assumes that building values diminish ratably over time, while we believe that real estate values fluctuate due to market conditions. FFO also excludes gains or losses on sale of real estate assets and real estate impairment charges, which are also based upon historical costs and are impacted by historical depreciation. FFO and FFO per share are not a substitute for net income or earnings per share. FFO is not a substitute for net cash flow in evaluating our liquidity or ability to pay dividends, because it excludes investing and financing activities presented on our consolidated statements of cash flows. In addition, other REITs may compute these measures differently, so comparisons among REITs may not be helpful.

For the year ended December 31, 2025, FFO was $15.81 per diluted common share as compared to $17.19 and $16.60 per diluted common share for the years ended December 31, 2024 and 2023, respectively, representing a decrease in 2025 of 8.0%, or $1.38 per diluted common share, as compared to 2024.

We also present “Core FFO” and “Core FFO per share” non-GAAP measures that represent FFO and FFO per share excluding the impact of (i) foreign currency exchange gains and losses, (ii) charges related to the redemption of preferred securities, and (iii) certain other non-cash and/or nonrecurring income or expense items primarily representing, with respect to the periods presented below, the impact of corporate transformation costs, loss contingencies, due diligence costs incurred in pursuit of strategic transactions, realized or unrealized gain or loss on private equity investments, income tax benefits from the sale of solar tax credits, a cash and stock hiring bonus for a new senior executive and amortization of acquired non real estate-related intangibles. We review Core FFO and Core FFO per share to evaluate our ongoing operating performance and we believe they are used by investors and REIT analysts in a similar manner. However, Core FFO and Core FFO per share are not substitutes for net income and net income per share. Because other REITs may not compute Core FFO or Core FFO per share in the same manner as we do, may not use the same terminology or may not present such measures, Core FFO and Core FFO per share may not be comparable among REITs.

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The following table reconciles net income to FFO and Core FFO and reconciles diluted earnings per share to FFO per share and Core FFO per share:

Year Ended December 31,Year Ended December 31,
20252024Percentage Change20242023Percentage Change
(Amounts in thousands, except per share data)
Reconciliation of Net Income to FFO and Core FFO:
Net income allocable to common shareholders$1,585,585$1,872,685(15.3)%$1,872,685$1,948,741(3.9)%
Eliminate items excluded from FFO:
Real estate-related depreciation and amortization1,140,3771,117,7521,117,752962,703
Real estate-related depreciation from unconsolidated real estate investment59,47044,18144,18136,769
Real estate-related depreciation allocated to noncontrolling interests, restricted share unitholders and unvested LTIP unitholders(8,216)(7,167)(7,167)(6,635)
Impairment write-down of real estate investments4,348
Gains on sale of real estate investments, including our equity share from investment(1,113)(1,537)(1,537)(17,290)
FFO allocable to common shares$2,780,451$3,025,914(8.1)%$3,025,914$2,924,2883.5%
Eliminate items excluded from Core FFO:
Adjustments to G&A Expense:
Contingency reserve2903,3003,300
Corporate transformation costs4,875
Transaction costs3,146
Hiring bonus for a new senior executive3,5073,507
Other Non-Core Adjustments:
Foreign currency exchange (gain) loss215,583(102,244)(102,244)51,197
Unrealized (gain) loss on private equity investments(3,859)(4,355)(4,355)(2,817)
Income tax provision (benefit)(15,847)
Other items8508,9468,9463,264
Core FFO allocable to common shares$2,985,489$2,935,0681.7%$2,935,068$2,975,932(1.4)%
Reconciliation of Diluted Earnings per Share to FFO per Share and Core FFO per Share:
Diluted earnings per share$9.01$10.64(15.3)%$10.64$11.06(3.8)%
Eliminate amounts per share excluded from FFO:
Real estate-related depreciation and amortization6.786.566.565.64
Impairment write-down of real estate investments0.03
Gains on sale of real estate investments, including our equity share from investment(0.01)(0.01)(0.01)(0.10)
FFO per share$15.81$17.19(8.0)%$17.19$16.603.6%
Eliminate amounts per share excluded from Core FFO:
Adjustments to G&A Expense:
Contingency reserve0.020.02
Corporate transformation costs0.03
Transaction costs0.02
Hiring bonus for a new senior executive0.020.02
Other Non-Core Adjustments:
Foreign currency exchange (gain) loss1.23(0.58)(0.58)0.29
Unrealized (gain) loss on private equity investments(0.02)(0.02)(0.02)(0.02)
Income tax provision (benefit)(0.09)
Other items(0.01)0.040.040.02
Core FFO per share$16.97$16.671.8%$16.67$16.89(1.3)%
Diluted weighted average common shares175,902176,038176,038176,143

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Analysis of Net Income — Self-Storage Operations

Our self-storage operations are analyzed in four groups: (i) 2,565 facilities that we have owned and operated on a stabilized basis since January 1, 2023 (the “Same Store Facilities”), (ii) 273 facilities we acquired since January 1, 2023 (the “Acquired Facilities”), (iii) 111 facilities that have been newly developed or expanded, or that had commenced expansion by December 31, 2025 (the “Newly Developed and Expanded Facilities”), and (iv) 222 other facilities, which are otherwise not stabilized with respect to occupancies or rental rates since January 1, 2023 (the “Other Non-Same Store Facilities”). The Acquired Facilities, Newly Developed and Expanded Facilities, and Other Non-Same Store Facilities are collectively referred to as the “Non-Same Store Facilities”. See Note 15 to our December 31, 2025 consolidated financial statements “Segment Information,” for a reconciliation of the amounts in the tables below to our total net income.

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Self-Storage Operations
SummaryYear Ended December 31,Year Ended December 31,
20252024Percentage Change20242023Percentage Change
(Dollar amounts and square footage in thousands)
Revenues (b):
Same Store Facilities$3,764,833$3,763,553%$3,763,553$3,786,251(0.6)%
Acquired Facilities246,669185,92432.7%185,92455,487235.1%
Newly Developed and Expanded Facilities183,022160,61514.0%160,615143,98911.5%
Other Non-Same Store Facilities294,889285,9013.1%285,901273,8864.4%
Total revenues4,489,4134,395,9932.1%4,395,9934,259,6133.2%
Cost of operations (b):
Same Store Facilities935,918919,3341.8%919,334900,1902.1%
Acquired Facilities79,16761,06829.6%61,06819,922206.5%
Newly Developed and Expanded Facilities58,38352,81010.6%52,81043,37221.8%
Other Non-Same Store Facilities103,570103,5080.1%103,50898,4665.1%
Total cost of operations1,177,0381,136,7203.5%1,136,7201,061,9507.0%
Net operating income (a):
Same Store Facilities2,828,9152,844,219(0.5)%2,844,2192,886,061(1.4)%
Acquired Facilities167,502124,85634.2%124,85635,565251.1%
Newly Developed and Expanded Facilities124,639107,80515.6%107,805100,6177.1%
Other Non-Same Store Facilities191,319182,3934.9%182,393175,4204.0%
Total net operating income3,312,3753,259,2731.6%3,259,2733,197,6631.9%
Depreciation and amortization expense:
Same Store Facilities705,278711,978(0.9)%711,978690,6443.1%
Acquired Facilities220,053206,3196.7%206,31972,848183.2%
Newly Developed and Expanded Facilities69,48253,71929.3%53,71940,45832.8%
Other Non-Same Store Facilities157,027157,750(0.5)%157,750166,106(5.0)%
Total depreciation and amortization1,151,8401,129,7662.0%1,129,766970,05616.5%
Net income (loss):
Same Store Facilities2,123,6372,132,241(0.4)%2,132,2412,195,417(2.9)%
Acquired Facilities(52,551)(81,463)(35.5)%(81,463)(37,283)118.5%
Newly Developed and Expanded Facilities55,15754,0862.0%54,08660,159(10.1)%
Other Non-Same Store Facilities34,29224,64339.2%24,6439,314164.6%
Total net income$2,160,535$2,129,5071.5%$2,129,507$2,227,607(4.4)%
Number of facilities at period end:
Same Store Facilities2,5652,565%2,5652,565%
Acquired Facilities27318646.8%18616413.4%
Newly Developed and Expanded Facilities1119912.1%99927.6%
Other Non-Same Store Facilities222223(0.4)%223223%
Total number of facilities at the period end3,1713,0733.2%3,0733,0441.0%
Net rentable square footage at period end:
Same Store Facilities175,349175,349%175,349175,349%
Acquired Facilities19,89313,73344.9%13,73312,06713.8%
Newly Developed and Expanded Facilities13,31311,15519.3%11,1559,47117.8%
Other Non-Same Store Facilities20,88421,043(0.8)%21,04321,184(0.7)%
Total net rentable square footage at period end229,439221,2803.7%221,280218,0711.5%

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(a)Net operating income or “NOI” is a non-GAAP financial measure that excludes the impact of depreciation and amortization expense, which is based upon historical real estate costs and assumes that building values diminish ratably over time, while we believe that real estate values fluctuate due to market conditions. We utilize NOI in determining current property values, evaluating property performance, and evaluating property operating trends. We believe that investors and analysts utilize NOI in a similar manner. NOI is not a substitute for net income, operating cash flow, or other related financial measures, in evaluating our operating results. See Note 15 to our December 31, 2025 consolidated financial statements for a reconciliation of NOI to our total net income for all periods presented.

(b)Revenues and cost of operations do not include tenant reinsurance and merchandise sale revenues and expenses generated at the facilities. See “Ancillary Operations” below for more information.

Same Store Facilities

The Same Store Facilities consist of facilities we have owned and operated on a stabilized level of occupancy, revenues, and cost of operations since January 1, 2023. Our Same Store Facilities increased from 2,507 facilities at December 31, 2024 to 2,565 at December 31, 2025. The composition of our Same Store Facilities allows us more effectively to evaluate the ongoing performance of our self-storage portfolio in 2023, 2024, and 2025 and exclude the impact of fill-up of unstabilized facilities, which can significantly affect operating trends. We believe investors and analysts use Same Store Facilities information in a similar manner. However, because other REITs may not compute Same Store Facilities in the same manner as we do, may not use the same terminology or may not present such a measure, Same Store Facilities may not be comparable among REITs.

The following table summarizes the historical operating results (for all periods presented) of these 2,565 facilities (175.3 million net rentable square feet) that represent approximately 76% of the aggregate net rentable square feet of our U.S. consolidated self-storage portfolio at December 31, 2025. It includes various measures and detail that we do not include in the analysis of the developed, acquired, and other Non-Same Store Facilities, due to the relative magnitude and importance of the Same Store Facilities relative to our other self-storage facilities.

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Selected Operating Data for the Same Store Facilities (2,565 facilities)

Year Ended December 31,Year Ended December 31,
20252024Change (e)20242023Change (e)
(Dollar amounts in thousands, except for per square foot data)
Revenues (a):
Rental income$3,636,192$3,633,6720.1%$3,633,672$3,657,303(0.6)%
Late charges and administrative fees128,641129,881(1.0)%129,881128,9480.7%
Total revenues3,764,8333,763,553—%3,763,5533,786,251(0.6)%
Direct cost of operations (a):
Property taxes378,266359,2125.3%359,212342,8214.8%
On-site property manager payroll129,254136,124(5.0)%136,124140,757(3.3)%
Repairs and maintenance78,04677,0001.4%77,00070,8048.8%
Utilities49,63349,1441.0%49,14451,307(4.2)%
Marketing83,28587,088(4.4)%87,08877,00413.1%
Other direct property costs101,889101,7250.2%101,725100,9420.8%
Total direct cost of operations820,373810,2931.2%810,293783,6353.4%
Direct net operating income (b)2,944,460$2,953,260(0.3)%$2,953,260$3,002,616(1.6)%
Indirect cost of operations (a)(115,545)(109,041)6.0%(109,041)(116,555)(6.4)%
Net operating income2,828,9152,844,219(0.5)%2,844,2192,886,061(1.4)%
Depreciation and amortization expense(705,278)(711,978)(0.9)%(711,978)(690,644)3.1%
Net income2,123,637$2,132,241(0.4)%$2,132,241$2,195,417(2.9)%
Gross margin (before indirect costs, depreciation and amortization expense)78.2%78.5%(0.3)%78.5%79.3%(0.8)%
Gross margin (before depreciation and amortization expense)75.1%75.6%(0.5)%75.6%76.2%(0.6)%
Weighted average for the period:
Square foot occupancy92.0%92.4%(0.4)%92.4%92.9%(0.5)%
Realized annual rental income per (c):
Occupied square foot$22.54$22.430.5%$22.43$22.44—%
Available square foot$20.74$20.720.1%$20.72$20.85(0.6)%
At December 31:
Square foot occupancy91.0%90.5%0.5%90.5%91.2%(0.7)%
Annual contract rent per occupied square foot (d)$22.55$22.72(0.7)%$22.72$22.610.5%

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(a)Revenues and cost of operations do not include tenant reinsurance and merchandise sale revenues and expenses generated at the facilities. See “Ancillary Operations” below for more information.

(b)Direct net operating income (“Direct NOI”), a subtotal within NOI, is a non-GAAP financial measure that excludes the impact of supervisory payroll, centralized management costs, and share-based compensation in addition to depreciation and amortization expense. We utilize direct net operating income in evaluating property performance and in evaluating property operating trends as compared to our competitors.

(c)Realized annual rent per occupied square foot is computed by dividing rental income, before late charges and administrative fees, by the weighted average occupied square feet for the period. Realized annual rent per available square foot (“REVPAF”) is computed by dividing rental income, before late charges and administrative fees, by the total available net rentable square feet for the period. These measures exclude late charges and administrative fees in order to provide a better measure of our ongoing level of revenue. Late charges are dependent upon the level of delinquency, and administrative fees are dependent upon the level of move-ins. In addition, the rates charged for late charges and administrative fees can vary independently from rental rates. These measures take into consideration promotional discounts, which reduce rental income.

(d)Annual contract rent represents the agreed upon monthly rate that is paid by our tenants in place at the time of measurement. Contract rates are initially set in the lease agreement upon move-in, and we adjust them from time to time with notice. Contract rent excludes other fees that are charged on a per-item basis, such as late charges and administrative fees, does not reflect the impact of promotional discounts, and does not reflect the impact of rents that are written off as uncollectible.

(e)Represents the absolute nominal change with respect to gross margin and square foot occupancy, and the percentage change with respect to all other items.

Analysis of Same Store Revenue

We believe a balanced occupancy and rate strategy maximizes our revenues over time. We regularly adjust rental rates and promotional discounts offered (generally, “$1.00 rent for the first month”), as well as our marketing efforts to maximize revenue from new tenants to replace tenants that vacate.

We typically increase rental rates to our long-term tenants (generally, those who have been with us for at least five months) every six to twelve months. As a result, the number of long-term tenants we have in our facilities is an important factor in our revenue growth. The level of rate increases to long-term tenants is based upon evaluating the additional revenue from the increase against the negative impact of incremental move-outs, by considering tenants’ in-place rent and prevailing market rents, among other factors.

Comparison of the Year Ended December 31, 2025 to the Year Ended December 31, 2024

Revenues generated by our Same Store Facilities remained relatively unchanged compared to 2024, due primarily to a 0.5% increase in realized annual rent per occupied square foot partially offset by a 0.4% decrease in average occupancy.

The increase in realized annual rent per occupied square foot in 2025 as compared to 2024 was due to cumulative rate increases to existing long-term tenants over the past twelve months partially offset by a decrease in average rates per square foot charged to new tenants moving in over the same period.

The weighted average square foot occupancy for our Same Store Facilities was 92.0% for 2025, representing a decrease of 0.4%, as compared to 2024, due to softening of demand. In response, we lowered move-in rental rates to stimulate move-in activity at our facilities in 2025 as compared to 2024.

Move-out activities from our tenants were lower in 2025 as compared to 2024. More than half of our tenants have rented their space for longer than a year at December 31, 2025, which supported our revenue growth from existing long-term tenants.

Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023

Revenues generated by our Same Store Facilities decreased 0.6% in 2024 as compared to 2023, due primarily to a 0.5% decrease in average occupancy.

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The weighted average square foot occupancy for our Same Store Facilities was 92.4% for 2024, representing a decrease of 0.5%, as compared to 2023, due to softening customer demand. In response, we lowered move-in rental rates and increased advertising spending to stimulate move-in activity at our facilities in 2024 as compared to 2023.

Move-out activities from our tenants were lower in 2024 as compared to 2023. More than half of our tenants have rented their space for longer than a year at December 31, 2024, which supported our revenue growth from existing long-term tenants.

Selected Key Move-in and Move-Out Statistical Data

The following table sets forth average annual contract rent per square foot and total square footage for tenants moving in and moving out during the years ended December 31, 2025, 2024, and 2023. Contract rents gained from move-ins and contracts rents lost from move-outs included in the table assume move-in and move-out activities occur at the beginning of each period presented. The table also includes promotional discounts, which vary based upon the move-in contractual rates, move-in volume, and percentage of tenants moving in who receive the discount.

Year Ended December 31,Year Ended December 31,
20252024Change20242023Change
(Amounts in thousands, except for per square foot amounts)
Tenants moving in during the period:
Average annual contract rent per square foot$12.80$13.69(6.5)%$13.69$15.50(11.7)%
Square footage124,363123,9370.3%123,937125,160(1.0)%
Contract rents gained from move-ins$1,591,846$1,696,698(6.2)%$1,696,698$1,939,980(12.5)%
Promotional discounts given$56,868$63,904(11.0)%$63,904$66,031(3.2)%
Tenants moving out during the period:
Average annual contract rent per square foot$20.30$20.59(1.4)%$20.59$21.06(2.2)%
Square footage123,569125,101(1.2)%125,101126,491(1.1)%
Contract rents lost from move-outs$2,508,451$2,575,830(2.6)%$2,575,830$2,663,900(3.3)%

We expect industry-wide demand from new tenants in 2026 to be similar to 2025, across a diverse set of markets, subject to potential adverse effects from evolving political and macroeconomic uncertainty, including changes in trade policy and new tariffs, pricing restrictions and microeconomic uncertainty. As a result, we expect Same Store Facilities revenues in 2026 to be modestly below those earned in 2025.

Late Charges and Administrative Fees

Late charges and administrative fees decreased 1.0% in 2025 and increased 0.7% in 2024, respectively, in each case as compared to the previous year. The decrease in 2025 was due primarily to lower late charges on delinquent accounts due to lower customer delinquency rates. The increase in 2024 was due primarily to higher late charges and lien fees collected on delinquent accounts.

Analysis of Same Store Cost of Operations

Cost of operations (excluding depreciation and amortization) increased 1.8% and 2.1% in 2025 and 2024, respectively, in each case as compared to the previous year. The increase in 2025 was due primarily to increased property tax expense and indirect cost of operations, partially offset by decreased on-site property manager payroll expense and marketing expense. The increase in 2024 was due primarily to increased property tax expense, repairs and maintenance expense and marketing expense partially offset by decreased on-site property manager payroll expense, utilities expense and indirect cost of operations.

Property tax expense increased 5.3% and 4.8% in 2025 and 2024, respectively, in each case as compared to the previous year, as a result of higher assessed values. We expect property tax expense to grow in 2026 due primarily to higher assessed values.

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On-site property manager payroll expense decreased 5.0% and 3.3% in 2025 and 2024, respectively, in each case as compared to the previous year. The decreases in each year were primarily due to reduction in labor hours driven by the continued implementation of dynamic staffing models based on customer activity levels. We expect on-site property manager payroll expense to decrease in 2026 as compared to 2025 as we continue to enhance operational processes.

Repairs and maintenance expense increased 1.4% and 8.8% in 2025 and 2024, respectively, in each case as compared to the previous year. Repairs and maintenance expense levels are dependent upon many factors such as (i) damage and equipment malfunctions, (ii) short-term local supply and demand factors for material and labor, and (iii) weather conditions, which can impact costs such as snow removal, roof repairs, and HVAC maintenance and repairs.

Our utility expense consists primarily of electricity costs, which are dependent upon energy prices and usage levels. Changes in usage levels are driven primarily by weather and temperature. Utility expense increased 1.0% in 2025 and decreased 4.2% in 2024 as compared to the previous year, due primarily to our investment in energy saving technology such as solar power and LED lights, which generate favorable returns on investment in the form of lower utility usage, partially offset by increased utility rates in 2025. We expect lower electricity consumption in 2026 as a result of our continued investment in solar power.

Marketing expense includes internet advertising we utilize through our online paid search programs and the operating costs of our website and telephone reservation center. Internet advertising expense, comprising keyword search fees assessed on a “per click” basis, varies based upon demand for self-storage space, the quantity of people inquiring about self-storage through online search, occupancy levels, the number and aggressiveness of bidding competitors, and other factors. These factors are volatile; accordingly, internet advertising can increase or decrease significantly in the short-term. Our marketing expense decreased by 4.4% in 2025 and increased by 13.1% in 2024 as compared to the previous year. The decrease in 2025 was primarily due to realized cost efficiencies on our online paid search programs utilized to attract new tenants. The increase in 2024 was primarily due to utilizing a higher volume of online paid search programs to attract new tenants. We plan to continue to use internet advertising and other advertising channels to support move-in volumes in 2026.

Indirect Cost of Operations represents costs related to our supervisory payroll, centralized management costs, and share-based compensation. Indirect Cost of Operations increased 6.0% in 2025 and decreased 6.4% in 2024 as compared to the previous year primarily related to changes in the administrative and cash compensation expenses for shared general corporate functions to the extent their efforts are devoted to self-storage operations. Such functions include information technology support, hardware, and software, as well as centralized administration of payroll, benefits, training, repairs and maintenance, customer service, pricing and marketing, operational accounting and finance, legal costs, and costs from field management executives. The increase in 2025 was primarily driven by increases in personnel-related costs. The decrease in 2024 was primarily driven by achievement of economies of scale from recent acquisitions with centralized management costs allocated over a broader number of self-storage facilities including Non-Same Store Facilities.

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Analysis of Market Trends

The following tables set forth selected market trends in our Same Store Facilities:

Same Store Facilities Operating Trends by Market

As of December 31, 2025Year Ended December 31,
Realized Rent per Occupied Square FootAverage OccupancyRealized Rent per Available Square Foot
Number of FacilitiesSquare Feet (millions)20252024Change (a)20252024Change (a)20252024Change (a)
Los Angeles21715.8$35.76$36.17(1.1)%94.8%94.6%0.2%$33.91$34.23(0.9)%
San Francisco1308.033.6632.693.0%94.0%94.3%(0.3)%31.6330.812.7%
New York906.632.9732.332.0%93.2%93.6%(0.4)%30.7230.251.6%
Washington DC1097.327.4826.922.1%93.2%92.8%0.4%25.6224.972.6%
Miami856.330.0729.860.7%92.6%93.3%(0.7)%27.8427.87(0.1)%
Seattle-Tacoma956.726.6625.763.5%92.2%92.8%(0.6)%24.5923.902.9%
Dallas-Ft. Worth13610.217.4118.23(4.5)%89.5%89.2%0.3%15.5916.26(4.1)%
Houston12810.416.9716.761.3%90.2%91.7%(1.5)%15.3215.36(0.3)%
Chicago1328.421.1320.493.1%92.7%92.9%(0.2)%19.6019.033.0%
Atlanta1077.116.1017.30(6.9)%88.5%88.2%0.3%14.2515.27(6.7)%
West Palm Beach423.325.8025.780.1%91.5%92.5%(1.0)%23.6123.83(0.9)%
Orlando-Daytona724.618.6618.73(0.4)%89.9%91.6%(1.7)%16.7817.16(2.2)%
Philadelphia603.920.5220.62(0.5)%92.7%92.7%%19.0219.11(0.5)%
Baltimore402.923.4023.55(0.6)%93.0%92.4%0.6%21.7721.750.1%
San Diego222.130.5129.792.4%93.9%94.3%(0.4)%28.6428.101.9%
Charlotte574.415.7915.99(1.3)%89.8%91.3%(1.5)%14.1814.60(2.9)%
Denver604.119.2719.30(0.2)%91.6%91.8%(0.2)%17.6617.72(0.3)%
Tampa563.719.3218.782.9%91.2%91.7%(0.5)%17.6217.222.3%
Phoenix453.119.3419.76(2.1)%91.8%92.2%(0.4)%17.7518.22(2.6)%
Detroit433.118.2117.961.4%92.7%92.8%(0.1)%16.8816.671.3%
Boston271.928.9428.461.7%93.7%93.8%(0.1)%27.1226.691.6%
Honolulu110.855.2653.213.9%95.6%96.1%(0.5)%52.8251.113.3%
Portland442.321.7421.282.2%92.3%93.0%(0.7)%20.0619.791.4%
Minneapolis/St. Paul503.516.8416.462.3%93.1%92.2%0.9%15.6815.173.4%
Sacramento342.021.7021.650.2%92.8%93.6%(0.8)%20.1320.27(0.7)%
All other markets67342.816.2816.220.4%91.5%92.2%(0.7)%14.9014.95(0.3)%
Totals2,565175.3$22.54$22.430.5%92.0%92.4%(0.4)%$20.74$20.720.1%

(a) Represents the absolute nominal change with respect to square foot occupancy, and the percentage change with respect to all other items.

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Same Store Facilities Operating Trends by Market (Continued)

Year Ended December 31,
Revenues ($000's)Direct Expenses ($000's)Indirect Expenses ($000's)Net Operating Income ($000's)
20252024Change20252024Change20252024Change20252024Change
Los Angeles$548,557$553,831(1.0)%$72,586$70,6322.8%$10,234$10,395(1.5)%$465,737$472,804(1.5)%
San Francisco259,617253,1912.5%39,77639,4030.9%6,0675,6317.7%213,774208,1572.7%
New York210,339207,0471.6%51,92950,6792.5%4,9004,37412.0%153,510151,9941.0%
Washington DC193,133188,3172.6%40,13837,7606.3%5,2395,0643.5%147,756145,4931.6%
Miami180,102180,326(0.1)%39,30841,001(4.1)%3,8253,7561.8%136,969135,5691.0%
Seattle-Tacoma167,980163,2822.9%30,32432,503(6.7)%4,5114,1598.5%133,145126,6205.2%
Dallas-Ft. Worth165,380172,947(4.4)%43,78242,2533.6%5,9705,23714.0%115,628125,457(7.8)%
Houston167,013167,654(0.4)%45,86945,4860.8%5,8545,3589.3%115,290116,810(1.3)%
Chicago170,409165,4433.0%66,83462,4667.0%5,7615,3557.6%97,81497,6220.2%
Atlanta106,706114,192(6.6)%25,37727,458(7.6)%4,8634,4858.4%76,46682,249(7.0)%
West Palm Beach80,01680,834(1.0)%17,65517,989(1.9)%1,9592,056(4.7)%60,40260,789(0.6)%
Orlando-Daytona79,71081,508(2.2)%17,44117,472(0.2)%3,1563,0623.1%59,11360,974(3.1)%
Philadelphia77,09377,485(0.5)%19,55317,70910.4%2,6262,5761.9%54,91457,200(4.0)%
Baltimore66,93966,8420.1%13,77713,4952.1%1,7711,6467.6%51,39151,701(0.6)%
San Diego60,39859,3251.8%9,3699,433(0.7)%1,0741,189(9.7)%49,95548,7032.6%
Charlotte65,69267,639(2.9)%13,54113,618(0.6)%2,4452,21010.6%49,70651,811(4.1)%
Denver75,99476,279(0.4)%23,81324,163(1.4)%2,5892,4525.6%49,59249,664(0.1)%
Tampa68,54867,1632.1%16,67416,763(0.5)%2,3842,2326.8%49,49048,1682.7%
Phoenix58,03359,634(2.7)%11,00711,977(8.1)%1,8971,999(5.1)%45,12945,658(1.2)%
Detroit54,94054,2861.2%11,72210,39712.7%1,9491,73812.1%41,26942,151(2.1)%
Boston52,11251,2641.7%11,58311,4051.6%1,2831,2641.5%39,24638,5951.7%
Honolulu43,39841,9493.5%5,7975,6742.2%63052021.2%36,97135,7553.4%
Portland48,47247,8811.2%9,8169,6551.7%1,7791,781(0.1)%36,87736,4451.2%
Minneapolis/St. Paul56,23854,3973.4%17,52817,2551.6%2,1841,93512.9%36,52635,2073.7%
Sacramento40,91741,240(0.8)%7,1856,6128.7%1,4791,4243.9%32,25333,204(2.9)%
All other markets667,097669,597(0.4)%157,989157,0350.6%29,11627,1437.3%479,992485,419(1.1)%
Totals$3,764,833$3,763,553%$820,373$810,2931.2%$115,545$109,0416.0%$2,828,915$2,844,219(0.5)%

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Same Store Facilities Operating Trends by Market (Continued)

As of December 31, 2024Year Ended December 31,
Realized Rent per Occupied Square FootAverage OccupancyRealized Rent per Available Square Foot
Number of FacilitiesSquare Feet (millions)20242023Change (a)20242023Change (a)20242023Change (a)
Los Angeles21715.8$36.17$35.910.7%94.6%95.4%(0.8)%$34.23$34.24%
San Francisco1308.032.6932.221.5%94.3%94.3%%30.8130.381.4%
New York906.632.3332.130.6%93.6%93.3%0.3%30.2529.980.9%
Washington DC1097.326.9226.621.1%92.8%91.7%1.1%24.9724.402.3%
Miami856.329.8629.90(0.1)%93.3%93.7%(0.4)%27.8728.00(0.5)%
Seattle-Tacoma956.725.7625.90(0.5)%92.8%92.4%0.4%23.9023.94(0.2)%
Dallas-Ft. Worth13610.218.2318.100.7%89.2%91.6%(2.4)%16.2616.57(1.9)%
Houston12810.416.7616.481.7%91.7%91.9%(0.2)%15.3615.161.3%
Chicago1328.420.4920.161.6%92.9%93.0%(0.1)%19.0318.741.5%
Atlanta1077.117.3017.93(3.5)%88.2%90.8%(2.6)%15.2716.29(6.3)%
West Palm Beach423.325.7826.25(1.8)%92.5%93.4%(0.9)%23.8324.53(2.9)%
Orlando-Daytona724.618.7319.47(3.8)%91.6%93.2%(1.6)%17.1618.14(5.4)%
Philadelphia603.920.6220.99(1.8)%92.7%92.7%%19.1119.46(1.8)%
Baltimore402.923.5523.97(1.8)%92.4%91.0%1.4%21.7521.82(0.3)%
San Diego222.129.7929.301.7%94.3%94.6%(0.3)%28.1027.721.4%
Charlotte574.415.9916.17(1.1)%91.3%93.0%(1.7)%14.6015.03(2.9)%
Denver604.119.3019.230.4%91.8%92.5%(0.7)%17.7217.80(0.4)%
Tampa563.718.7819.87(5.5)%91.7%91.9%(0.2)%17.2218.27(5.7)%
Phoenix453.119.7620.73(4.7)%92.2%92.1%0.1%18.2219.09(4.6)%
Detroit433.117.9617.800.9%92.8%93.0%(0.2)%16.6716.550.7%
Boston271.928.4628.220.9%93.8%94.1%(0.3)%26.6926.550.5%
Honolulu110.853.2151.303.7%96.1%96.3%(0.2)%51.1149.413.4%
Portland442.321.2821.63(1.6)%93.0%92.7%0.3%19.7920.05(1.3)%
Minneapolis/St. Paul503.516.4616.46%92.2%91.9%0.3%15.1715.120.3%
Sacramento342.021.6521.98(1.5)%93.6%94.1%(0.5)%20.2720.69(2.0)%
All other markets67342.816.2216.31(0.6)%92.2%92.9%(0.7)%14.9515.16(1.4)%
Totals2,565175.3$22.43$22.44%92.4%92.9%(0.5)%$20.72$20.85(0.6)%

(a) Represents the absolute nominal change with respect to square foot occupancy, and the percentage change with respect to all other items.

37

Same Store Facilities Operating Trends by Market (Continued)

Year Ended December 31,
Revenues ($000's)Direct Expenses ($000's)Indirect Expenses ($000's)Net Operating Income ($000's)
20242023Change20242023Change20242023Change20242023Change
Los Angeles$553,831$554,243(0.1)%$70,632$73,349(3.7)%$10,395$11,111(6.4)%$472,804$469,7830.6%
San Francisco253,191249,7901.4%39,40338,8351.5%5,6315,958(5.5)%208,157204,9971.5%
New York207,047204,9761.0%50,67948,9633.5%4,3744,670(6.3)%151,994151,3430.4%
Washington DC188,317184,0282.3%37,76037,2601.3%5,0645,065%145,493141,7032.7%
Miami180,326181,188(0.5)%41,00134,81517.8%3,7564,018(6.5)%135,569142,355(4.8)%
Seattle-Tacoma163,282163,512(0.1)%32,50329,6639.6%4,1594,1390.5%126,620129,710(2.4)%
Dallas-Ft. Worth172,947176,536(2.0)%42,25340,3144.8%5,2375,788(9.5)%125,457130,434(3.8)%
Houston167,654165,5261.3%45,48644,2122.9%5,3585,607(4.4)%116,810115,7071.0%
Chicago165,443162,9161.6%62,46661,2731.9%5,3555,607(4.5)%97,62296,0361.7%
Atlanta114,192121,446(6.0)%27,45824,66111.3%4,4854,719(5.0)%82,24992,066(10.7)%
West Palm Beach80,83483,245(2.9)%17,98918,150(0.9)%2,0562,208(6.9)%60,78962,887(3.3)%
Orlando-Daytona81,50886,032(5.3)%17,47216,9033.4%3,0623,312(7.5)%60,97465,817(7.4)%
Philadelphia77,48578,781(1.6)%17,70917,737(0.2)%2,5762,722(5.4)%57,20058,322(1.9)%
Baltimore66,84267,004(0.2)%13,49512,7545.8%1,6461,729(4.8)%51,70152,521(1.6)%
San Diego59,32558,5531.3%9,4338,9855.0%1,1891,360(12.6)%48,70348,2081.0%
Charlotte67,63969,501(2.7)%13,61812,8745.8%2,2102,308(4.2)%51,81154,319(4.6)%
Denver76,27976,605(0.4)%24,16323,9940.7%2,4522,521(2.7)%49,66450,090(0.9)%
Tampa67,16371,189(5.7)%16,76316,2513.2%2,2322,488(10.3)%48,16852,450(8.2)%
Phoenix59,63462,473(4.5)%11,97712,226(2.0)%1,9992,055(2.7)%45,65848,192(5.3)%
Detroit54,28653,8710.8%10,39710,985(5.4)%1,7381,7022.1%42,15141,1842.3%
Boston51,26450,9550.6%11,40510,8565.1%1,2641,412(10.5)%38,59538,687(0.2)%
Honolulu41,94940,5773.4%5,6745,5033.1%520654(20.5)%35,75534,4203.9%
Portland47,88148,502(1.3)%9,6559,3433.3%1,7811,917(7.1)%36,44537,242(2.1)%
Minneapolis/St. Paul54,39754,2600.3%17,25518,231(5.4)%1,9352,020(4.2)%35,20734,0093.5%
Sacramento41,24042,070(2.0)%6,6126,670(0.9)%1,4241,538(7.4)%33,20433,862(1.9)%
All other markets669,597678,472(1.3)%157,035148,8285.5%27,14329,927(9.3)%485,419499,717(2.9)%
Totals$3,763,553$3,786,251(0.6)%$810,293$783,6353.4%$109,041$116,555(6.4)%$2,844,219$2,886,061(1.4)%

38

Acquired Facilities

The Acquired Facilities represent 273 facilities that we acquired in 2025, 2024, and 2023. As a result of the stabilization process and timing of when these facilities were acquired, year-over-year changes can be significant. The following table summarizes operating data with respect to the Acquired Facilities:

ACQUIRED FACILITIESYear Ended December 31,Year Ended December 31,
20252024Change (a)20242023Change (a)
(Dollar amounts in thousands, except for per square foot amounts)
Revenues (b):
2023 Acquisitions$192,666$184,097$8,569$184,097$55,487$128,610
2024 Acquisitions20,5811,82718,7541,8271,827
2025 Acquisitions33,42233,422
Total revenues246,669185,92460,745185,92455,487130,437
Cost of operations (b):
2023 Acquisitions58,58860,049(1,461)60,04919,92240,127
2024 Acquisitions7,6891,0196,6701,0191,019
2025 Acquisitions12,89012,890
Total cost of operations79,16761,06818,09961,06819,92241,146
Net operating income:
2023 Acquisitions134,078124,04810,030124,04835,56588,483
2024 Acquisitions12,89280812,084808808
2025 Acquisitions20,53220,532
Net operating income167,502124,85642,646124,85635,56589,291
Depreciation and amortization expense(220,053)(206,319)(13,734)(206,319)(72,848)(133,471)
Net loss$(52,551)$(81,463)$28,912$(81,463)$(37,283)$(44,180)
As of December 31:
Square foot occupancy:
2023 Acquisitions86.9%86.8%0.1%86.8%83.1%3.7%
2024 Acquisitions86.9%79.0%7.9%79.0%—%—%
2025 Acquisitions80.5%—%—%—%—%—%
85.0%85.9%(0.9)%85.9%83.1%2.8%
Annual contract rent per occupied square foot (c):
2023 Acquisitions$17.43$17.320.6%$17.32$16.783.2%
2024 Acquisitions14.2413.694.0%13.69—%
2025 Acquisitions13.63—%—%
$16.06$16.92(5.1)%$16.92$16.780.8%
Number of facilities:
2023 Acquisitions164164164164
2024 Acquisitions22222222
2025 Acquisitions8787
2731868718616422
Net rentable square feet (in thousands):
2023 Acquisitions (d)12,11212,0674512,06712,067
2024 Acquisitions1,6661,6661,6661,666
2025 Acquisitions6,1156,115
19,89313,7336,16013,73312,0671,666

39

ACQUIRED FACILITIES (Continued)

As of December 31 2025
Costs to acquire (in thousands):
2023 Acquisitions (d)(e)$2,674,840
2024 Acquisitions267,473
2025 Acquisitions945,586
$3,887,899

(a)Represents the percentage change with respect to annual contract rent per occupied square foot, and the absolute nominal change with respect to all other items.

(b)Revenues and cost of operations do not include tenant reinsurance and merchandise sale revenues and expenses generated at the facilities. See “Ancillary Operations” below for more information.

(c)Annual contract rent represents the agreed upon monthly rate that is paid by our tenants in place at the time of measurement. Contract rates are initially set in the lease agreement upon move-in, and we adjust them from time to time with notice. Contract rent excludes other fees that are charged on a per-item basis, such as late charges and administrative fees, does not reflect the impact of promotional discounts, and does not reflect the impact of rents that are written off as uncollectible.

(d)We have completed the expansion project on a facility acquired in 2023 for $6.9 million, adding 45,000 net rentable square feet of storage space as of December 31, 2025.

(e)The amount includes the costs allocated to land, buildings and intangible assets associated with the 127 self-storage facilities from the Simply (as defined below) acquisition.

We have been active in acquiring facilities in recent years. Since the beginning of 2023, we acquired a total of 273 facilities with 19.9 million net rentable square feet for $3.9 billion. During 2025, these facilities contributed net operating income of $167.5 million.

During 2023, we acquired BREIT Simply Storage LLC (“Simply”), a self-storage company that owned and operated 127 self-storage facilities (9.4 million square feet) and managed 25 self-storage facilities (1.8 million square feet) for third parties, for a purchase price of $2.2 billion in cash.

We remain active in seeking to acquire additional self-storage facilities. Future acquisition volume may be impacted by cost of capital and overall macro-economic uncertainties. During 2025, we acquired 87 self-storage facilities across 21 states with 6.1 million net rentable square feet for $945.6 million. Subsequent to December 31, 2025, we acquired or were under contract to acquire three self-storage facilities across three states with 0.2 million net rentable square feet for $20.7 million. Our total acquisitions planned or completed through December 31, 2025, amount to $966.3 million.

40

Newly Developed and Expanded Facilities

The Newly Developed and Expanded Facilities include 47 facilities that were developed on new sites since January 1, 2020, and 64 facilities expanded to increase their net rentable square footage. Of these expansions, 45 were completed before 2024, 14 were completed in 2024 or 2025, and five are currently in process at December 31, 2025. The following table summarizes operating data with respect to the Newly Developed and Expanded Facilities:

NEWLY DEVELOPED AND EXPANDED FACILITIES
Year Ended December 31,Year Ended December 31,
20252024Change (a)20242023Change (a)
(Dollar amounts in thousands, except for per square foot amounts)
Revenues (b):
Developed in 2020$7,078$7,371$(293)$7,371$7,621$(250)
Developed in 202112,51711,86465311,86411,134730
Developed in 202211,60910,0541,55510,0546,8933,161
Developed in 202311,1626,1684,9946,1681,0325,136
Developed in 20244,8528743,978874874
Developed in 20251,1831,183
Expansions completed before 2024103,40896,6506,75896,65086,9959,655
Expansions completed in 2024 or 202520,61516,2504,36516,25018,874(2,624)
Expansions in process10,59811,384(786)11,38411,440(56)
Total revenues183,022160,61522,407160,615143,98916,626
Cost of operations (b):
Developed in 20202,0562,037192,0371,884153
Developed in 20214,0263,7432833,7433,849(106)
Developed in 20223,9594,055(96)4,0553,563492
Developed in 20235,4504,9764744,9761,6383,338
Developed in 20242,7058791,826879879
Developed in 20251,0121,012
Expansions completed before 202427,67029,006(1,336)29,00625,2003,806
Expansions completed in 2024 or 20259,3565,6143,7425,6145,106508
Expansions in process2,1492,500(351)2,5002,132368
Total cost of operations58,38352,8105,57352,81043,3729,438
Net operating income (loss):
Developed in 20205,0225,334(312)5,3345,737(403)
Developed in 20218,4918,1213708,1217,285836
Developed in 20227,6505,9991,6515,9993,3302,669
Developed in 20235,7121,1924,5201,192(606)1,798
Developed in 20242,147(5)2,152(5)(5)
Developed in 2025171171
Expansions completed before 202475,73867,6448,09467,64461,7955,849
Expansions completed in 2024 or 202511,25910,63662310,63613,768(3,132)
Expansions in process8,4498,884(435)8,8849,308(424)
Net operating income124,639107,80516,834107,805100,6177,188
Depreciation and amortization expense(69,482)(53,719)(15,763)(53,719)(40,458)(13,261)
Net income$55,157$54,086$1,071$54,086$60,159$(6,073)

41

NEWLY DEVELOPED AND EXPANDED FACILITIES (Continued)
As of December 31,As of December 31,
20252024Change (a)20242023Change (a)
(Dollar amounts in thousands, except for per square foot amounts)
Square foot occupancy:
Developed in 202089.5%89.3%0.2%89.3%89.4%(0.1)%
Developed in 202183.6%77.7%5.9%77.7%81.5%(3.8)%
Developed in 202292.1%86.3%5.8%86.3%77.7%8.6%
Developed in 202379.3%75.9%3.4%75.9%27.9%48.0%
Developed in 202474.9%41.0%33.9%41.0%—%—%
Developed in 202521.5%—%—%—%—%—%
Expansions completed before 202484.6%81.8%2.8%81.8%79.2%2.6%
Expansions completed in 2024 or 202561.9%61.6%0.3%61.6%83.8%(22.2)%
Expansions in process89.2%86.7%2.5%86.7%92.4%(5.7)%
76.0%76.9%(0.9)%76.9%74.8%2.1%
Annual contract rent per occupied square foot (c):
Developed in 2020$21.20$21.77(2.6)%$21.77$22.73(4.2)%
Developed in 202119.4419.62(0.9)%19.6219.78(0.8)%
Developed in 202218.2917.743.1%17.7416.209.5%
Developed in 202312.4210.3420.1%10.349.617.6%
Developed in 202412.6610.1724.5%10.17—%
Developed in 202512.42—%—%
Expansions completed before 202420.6620.331.6%20.3320.45(0.6)%
Expansions completed in 2024 or 202517.5919.55(10.0)%19.5521.94(10.9)%
Expansions in process26.8627.41(2.0)%27.4127.390.1%
$18.89$19.13(1.3)%$19.13$17.3710.1%
Number of facilities:
Developed in 20203333
Developed in 20216666
Developed in 20228888
Developed in 202311111111
Developed in 20247777
Developed in 20251212
Expansions completed before 202445454545
Expansions completed in 2024 or 202514141414
Expansions in process5555
111991299927
Net rentable square feet (in thousands):
Developed in 2020347347347347
Developed in 2021 (d)76076076068179
Developed in 2022631631631631
Developed in 2023 (e)1,2381,0981401,0981,098
Developed in 2024668668668668
Developed in 20251,2801,280
Expansions completed before 20245,8125,834(22)5,8345,481353
Expansions completed in 2024 or 20252,1331,3787551,378794584
Expansions in process4444395439439
13,31311,1552,15811,1559,4711,684

42

NEWLY DEVELOPED AND EXPANDED FACILITIES (Continued)As of December 31, 2025
Costs to develop (in thousands):
Developed in 2020$42,063
Developed in 2021 (d)128,435
Developed in 2022100,089
Developed in 2023 (e)217,572
Developed in 2024129,669
Developed in 2025244,838
Expansions completed before 2024 (f)468,750
Expansions completed in 2024 or 2025 (f)341,113
$1,672,529

(a)Represents the percentage change with respect to annual contract rent per occupied square foot, and the absolute nominal change with respect to all other items.

(b)Revenues and cost of operations do not include tenant reinsurance and merchandise sales generated at the facilities. See “Ancillary Operations” below for more information.

(c)Annual contract rent represents the agreed upon monthly rate that is paid by our tenants in place at the time of measurement. Contract rates are initially set in the lease agreement upon move-in, and we adjust them from time to time with notice. Contract rent excludes other fees that are charged on a per-item basis, such as late charges and administrative fees, does not reflect the impact of promotional discounts, and does not reflect the impact of rents that are written off as uncollectible.

(d)We have completed an expansion project on a facility developed in 2021 for $12.8 million, adding 79,000 net rentable square feet of storage space as of December 31, 2024.

(e)We have completed an expansion project on a facility developed in 2023 for $23.8 million, adding 140,000 net rentable square feet of storage space as of December 31, 2025.

(f)These amounts only include the direct cost incurred to expand and renovate these facilities, and do not include (i) the original cost to develop or acquire the facility or (ii) the lost revenue on space demolished during the construction and fill-up period.

Our Newly Developed and Expanded Facilities includes a total of 111 self-storage facilities of 13.3 million net rentable square feet. For development and expansions completed by December 31, 2025, we incurred a total cost of $1.7 billion. During 2025, Newly Developed and Expanded Facilities contributed net operating income of $124.6 million.

It typically takes at least three to four years for a newly developed or expanded self-storage facility to stabilize with respect to revenues. Physical occupancy can be achieved as early as two to three years following completion of the development or expansion through offering lower rental rates during fill-up. As a result, even after achieving high occupancy, there can still be a period of elevated revenue growth as the tenant base matures and higher rental rates are achieved.

We believe that our development and redevelopment activities generate favorable risk-adjusted returns over the long run. However, in the short run, our earnings are diluted during the construction and stabilization period due to the cost of capital to fund the development cost, the related construction and development overhead expenses included in general and administrative expense, and the net operating loss from newly developed facilities undergoing fill-up.

We typically underwrite new developments to stabilize at approximately an 8% yield on cost (adjusted for impacts from tenant reinsurance and maintenance capital expenditures). Our developed facilities have thus far leased up as expected and are at various stages of their revenue stabilization periods. The actual annualized yields that we may achieve on these facilities upon stabilization will depend on many factors, including local and current market conditions in the vicinity of each property and the level of new and existing supply.

The facilities under “expansions completed” represent those facilities where the expansions have been completed at December 31, 2025. We incurred a total of $809.9 million in direct cost to expand these facilities, demolished a total of 0.6 million net rentable square feet of storage space, and built a total of 4.8 million net rentable square feet of new storage space.

43

The facilities under “expansion in process” represent those facilities where construction is in process at December 31, 2025, and together with additional future expansion activities primarily related to our Same Store Facilities at December 31, 2025, we expect to add a total of 0.9 million net rentable square feet of storage space by expanding existing self-storage facilities for an aggregate direct development cost of $130.4 million.

At December 31, 2025, we had 29 additional facilities in development, which will have a total of 2.6 million net rentable square feet of storage space and have an aggregate development cost totaling approximately $479.5 million. We expect these facilities to open over the next 18 to 24 months.

As of December 31, 2025, we have ongoing development and expansion projects at an estimated cost of approximately $609.9 million.

Other Non-Same Store Facilities

The “Other Non-Same Store Facilities” represent facilities which, while not newly acquired, developed, or expanded, are not fully stabilized since January 1, 2023, including facilities acquired prior to 2023 and facilities developed or expanded prior to 2020 undergoing fill-up as well as facilities damaged in casualty events such as hurricanes, floods, and fires.

The Other Non-Same Store Facilities have an aggregate of 20.9 million net rentable square feet at December 31, 2025. During 2025, 2024, and 2023, the average occupancy for these facilities totaled 85.3%, 81.8%, and 80.8%, respectively, and the realized rent per occupied square foot totaled $15.82, $16.01, and $15.52, respectively.

Depreciation and amortization expense

Depreciation and amortization expense for Self-Storage Operations increased $22.1 million and $159.7 million in 2025 and 2024, respectively in each case as compared to the previous year. The increase was primarily due to newly acquired facilities and newly developed and expanded facilities.

44

The following discussion and analysis of the components of net income, including Ancillary Operations and certain items not allocated to segments, present a comparison for the year ended December 31, 2025 to the year ended December 31, 2024. The results of these components for the years ended December 31, 2024 compared to December 31, 2023 was included in our Annual Report on Form 10-K for the year ended December 31, 2024 on page 45, under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which was filed with the SEC on February 24, 2025.

Ancillary Operations

Ancillary revenues and expenses include amounts associated with the reinsurance of policies against losses to goods stored by tenants in our self-storage facilities, sale of merchandise at our self-storage facilities, and management of property owned by unrelated third parties. The following table sets forth our ancillary operations:

Year Ended December 31,
20252024Change
(Amounts in thousands)
Revenues:
Tenant reinsurance premiums$250,674$226,595$24,079
Merchandise25,05026,970(1,920)
Third party property management58,97646,05812,918
Total revenues334,700299,62335,077
Cost of operations:
Tenant reinsurance58,28956,6781,611
Merchandise17,17117,633(462)
Third party property management57,47746,97010,507
Total cost of operations132,937121,28111,656
Net operating income (loss):
Tenant reinsurance192,385169,91722,468
Merchandise7,8799,337(1,458)
Third party property management1,499(912)2,411
Total net operating income$201,763$178,342$23,421

Tenant reinsurance operations: Tenant reinsurance premium revenue increased $24.1 million or 10.6% in 2025 over 2024, as a result of an increase in our tenant base with respect to acquired, newly developed, and expanded facilities and the third party properties we manage, as well as higher insurance coverage and premium rates in our tenant base at our same store facilities. Tenant reinsurance premium revenue generated from tenants at our Same Store Facilities were $184.2 million and $175.0 million in 2025 and 2024, respectively, representing a 5.2% year over year increase in 2025.

Cost of operations primarily includes claims paid as well as claims adjustment expenses. Claims expenses vary based upon the number of insured tenants and the volume of events that drive covered losses, such as burglary, as well as catastrophic weather events affecting multiple properties such as hurricanes and floods. Tenant reinsurance cost of operations increased $1.6 million in 2025, as compared to 2024, primarily due to increased claim volumes and expenses related to flooding and burglary as well as increased access fees we paid to the third-party owners of properties we manage driven by the significant growth of our third-party property management program.

We expect tenant reinsurance operations to grow as we roll out insurance policies with increased coverage and higher premiums in 2026, and as we continue to increase the tenant base at our newly acquired and developed facilities.

Third-party property management: At December 31, 2025, in our third-party property management program, we managed 362 facilities (28.2 million net rentable square feet) for unrelated third parties, and were under contract to manage 84 additional facilities (7.1 million net rentable square feet) including 78 facilities that are currently under construction. During 2025, we added 73 facilities to the program and had 18 facilities exit the program. While we expect this business to increase in scope and size, we do not expect any significant changes in overall profitability of this business in the near term as we seek new properties to manage and are in the earlier stages of fill-up for newly managed properties.

45

Analysis of items not allocated to segments

Equity in earnings of unconsolidated real estate entity: We account for our equity investment in Shurgard using the equity method and record our pro-rata share of its net income. We recognized equity in earnings of Shurgard of $9.6 million and $19.8 million for 2025 and 2024, respectively. Included in our equity earnings from Shurgard were $59.5 million and $44.2 million of our share of depreciation and amortization expense for 2025 and 2024, respectively.

On August 1, 2024, Shurgard acquired Lok’nStore, a self-storage company publicly traded on the London Stock Exchange, for approximately £385 million ($501 million) in cash, including direct acquisition costs.

For purposes of recording our equity in earnings from Shurgard, the Euro was translated at exchange rates of approximately 1.174 U.S. Dollars per Euro at December 31, 2025 (1.039 at December 31, 2024), and average exchange rates of 1.130 for 2025 and 1.082 for 2024.

Real estate acquisition and development expense: In 2025 and 2024, we incurred a total of $19.6 million and $15.5 million, respectively, of internal and external expenses related to our acquisition and development of real estate facilities. These amounts are net of $13.6 million and $17.2 million in 2025 and 2024, respectively, in development costs that were capitalized to newly developed and redeveloped self-storage facilities. The year-over-year change of real estate acquisition and development expense was primarily due to the recognition of a $4.3 million impairment write-down of certain land development parcels that were marketed for sale during 2025.

General and administrative expense: The following table sets forth our general and administrative expense:

Year Ended December 31,
20252024Change
(Amounts in thousands)
Share-based compensation expense$24,963$28,708$(3,745)
Legal costs14,39011,6902,700
Corporate management costs35,84830,4365,412
Information technology costs2,78312,110(9,327)
Corporate transformation costs4,8754,875
Other costs23,82323,73390
Total G&A$106,682$106,677$5

General and administrative expense remained relatively unchanged in 2025, as compared to 2024 due primarily to (i) an increase in corporate management costs driven by higher payroll costs, (ii) an increase in corporate transformation costs offset by (iii) a decrease in IT costs as a result of a successful ERP implementation in the prior year.

As part of our operating model transformation, we have launched a corporate transformation initiative focused on modernization and growth. This includes streamlining our processes through technology and expanding our geographic footprint with a stronger corporate presence in offshore locations and relocation of our principal office from California to Texas. The initiative is intended to transform our corporate functions improving efficiency and productivity.

We expect to incur corporate transformation costs of approximately $15 to $20 million as we complete the initiative over the next three years. Beginning in 2026, we believe this restructuring plan will result in future cost savings of approximately $3 to $5 million annually, although the amount and timing of such savings are subject to change depending on a variety of factors.

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Interest and other income: The following table sets forth our interest and other income:

Year Ended December 31,
20252024Change
(Amounts in thousands)
Interest earned on cash balances$31,543$44,659$(13,116)
Commercial operations9,1208,951169
Interest earned on notes receivable, net5,0741234,951
Unrealized gain on private equity investments3,8594,355(496)
Other13,5039,1244,379
Total$63,099$67,212$(4,113)

Interest earned on cash balances decreased $13.1 million in 2025 as compared to 2024, due primarily to lower average cash balances and lower interest rates earned in 2025.

Interest expense: In 2025 and 2024, we incurred $311.0 million and $297.9 million, respectively, of interest on our outstanding notes payable. In determining interest expense, these amounts were offset by capitalized interest of $6.5 million and $10.5 million during 2025 and 2024, respectively, associated with our development activities. The increase of interest expense in 2025 as compared to 2024 was due to the issuance of U.S. Dollar and Euro denominated unsecured notes. At December 31, 2025, we had $10.3 billion of notes payable outstanding, with a weighted average interest rate of approximately 3.2%.

Foreign currency exchange gain (loss): In 2025, we recorded foreign currency losses of $215.6 million, representing primarily the changes in the U.S. Dollar equivalent of our Euro-denominated unsecured notes due to fluctuations in exchange rates (gains of $102.2 million for 2024). The Euro was translated at exchange rates of approximately 1.174 U.S. Dollars per Euro at December 31, 2025 and 1.039 at December 31, 2024. Future gains and losses on foreign currency will be dependent upon changes in the relative value of the Euro to the U.S. Dollar and the level of Euro-denominated notes payable outstanding.

Income tax (provision) benefit: We operate as a REIT for U.S. federal income tax purposes. As a REIT, we are generally not subject to U.S. federal income taxes on our taxable income distributed to stockholders. In 2025, we recorded an income tax benefit of $7.2 million and an income tax expense of $4.7 million in 2024, related to our taxable REIT subsidiaries and income taxes incurred in certain state and local jurisdictions in which we operate. The year-over-year change in our income tax (provision) benefit was primarily driven by the income tax benefit we recognized through the sale of solar tax credits as well as changes in state income tax, due to fluctuations of taxable income in certain states where there are differences between federal and state tax laws.

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Liquidity and Capital Resources

Overview and our Sources of Capital

While operating as a REIT allows us to minimize the payment of U.S. federal corporate income tax expense, we are required to distribute at least 90% of our taxable income to our shareholders. Notwithstanding this requirement, our annual operating retained cash flow was approximately $400 million in 2024 and $566 million in 2025. Retained operating cash flow represents our expected cash flow provided by operating activities (including property operating costs and interest payments described below), less shareholder distributions and capital expenditures. We expect retained cash flow of approximately $605 million for 2026.

Capital needs in excess of retained cash flow are met with: (i) medium and long-term debt, (ii) preferred equity, (iii) limited partnership interests, and (iv) common equity. We select among these sources of capital based upon relative cost, availability, the desire for leverage, and considering potential constraints caused by certain features of capital sources, such as debt covenants.

Because raising capital is important to our growth, we endeavor to maintain a strong financial profile characterized by strong credit metrics, including low leverage relative to our total capitalization and operating cash flows. We are one of the highest rated REITs, as rated by major rating agencies Moody’s and Standard & Poor’s. Our senior notes payable have an “A” credit rating by Standard & Poor’s and “A2” by Moody’s. Our credit ratings on each of our series of preferred shares are “A3” by Moody’s and “BBB+” by Standard & Poor’s. Our credit profile enables us to effectively access both the public and private capital markets to raise capital.

Our revolving line of credit has a borrowing limit of $1.5 billion. As of December 31, 2025 and February 12, 2026, there were no borrowings outstanding on the revolving line of credit; however we do have approximately $19.4 million of outstanding letters of credit, which limits our borrowing capacity to $1.5 billion as of February 12, 2026. Our line of credit matures on June 12, 2027.

In December 2024, we implemented an “at the market” offering program pursuant to which we may, from time to time, sell common shares through participating agents up to an aggregate gross sales price of $2.0 billion on the open market or in privately negotiated transactions. Since the inception of the program, we have issued a total of 184,390 common shares on the open market for an aggregate gross sales price of $61.4 million and received net proceeds of approximately $60.3 million after issuance costs. We did not issue any common shares under the program in 2025.

We believe that we have significant financial flexibility to adapt to changing conditions and opportunities, and we have significant access to sources of capital including debt and preferred equity. Based on our strong credit profile and our substantial current liquidity relative to our capital requirements noted below, we would not expect any potential capital market dislocations to have a material impact upon our expected capital and growth plans over the next 12 months. However, if capital market conditions deteriorate significantly for a long period of time, our access to or cost of debt and preferred equity capital could be negatively impacted and potentially affect future investment activities.

Our current and expected capital resources include: (i) $318.1 million of cash as of December 31, 2025, and (ii) approximately $605 million of expected retained operating cash flow over the next twelve months. Additionally, we have $1.5 billion available borrowing capacity on our revolving line of credit. We believe that the cash provided by our operating activities will continue to be sufficient to enable us to meet our ongoing cash requirements for interest payments on debt, maintenance capital expenditures, and distributions to our shareholders for the foreseeable future.

As described below, our current committed cash requirements consist of (i) $20.7 million in property acquisitions currently under contract, (ii) $415.6 million of remaining spending on our current development pipeline, which will be incurred primarily in the next 18 to 24 months, (iii) unfunded loan commitments of $43.9 million under the bridge lending program expected to close in the next twelve months, (iv) approximately $1.2 billion in scheduled principal repayments on our unsecured notes in the next twelve months, and (v) $48.2 million in unfunded capital commitments related to our private equity investments. We plan to refinance these unsecured notes as they come due in 2026 through either cash generated from operations, the issuance of additional debt or borrowings under the Company's Credit Facility. Our cash requirements may increase over the next year as we add projects to our development pipeline and acquire additional properties. Additional potential cash requirements could result from various activities including the redemption of outstanding preferred securities, repurchases of common stock, or merger and acquisition activities, as and to the extent we determine to engage in such activities.

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Over the long term, to the extent that our cash requirements exceed our capital resources, we believe we have a variety of possibilities to raise additional capital including issuing common or preferred securities, debt, and limited partnership interests, or entering into joint venture arrangements to acquire or develop facilities.

Cash Requirements

The following summarizes our expected material cash requirements, which comprise (i) contractually obligated expenditures, including payments of principal and interest, (ii) other essential expenditures, including property operating expenses, maintenance capital expenditures and dividends paid in accordance with REIT distribution requirements, and (iii) opportunistic expenditures, including acquisitions and developments and repurchases of our securities. We expect to satisfy these cash requirements through operating cash flow and opportunistic debt and equity financings.

Required Debt Repayments: As of December 31, 2025, the principal outstanding on our debt totaled approximately $10.3 billion, consisting of $8.2 billion of U.S. Dollar denominated unsecured notes payable, $2.1 billion of Euro-denominated unsecured notes payable, and $1.6 million of mortgage notes payable. Approximate principal maturities and interest payments are as follows:

PrincipalInterestTotal
(Amounts in Thousands)
2026$1,150,138$311,135$1,461,273
20271,200,146282,9321,483,078
20281,200,129245,1831,445,312
20291,000,088207,1701,207,258
20301,297,819175,4781,473,297
Thereafter4,462,0001,449,5825,911,582
$10,310,320$2,671,480$12,981,800

We have $500 million and $650 million of our U.S. Dollar denominated unsecured notes that mature on February 15, 2026 and November 9, 2026, respectively. We plan to repay these notes as they come due through either cash generated from operations or the issuance of additional debt, such as borrowings under the Company's Credit Facility.

Capital Expenditure Requirements: Capital expenditures include general maintenance, major repairs, or replacements to elements of our facilities to keep our facilities in good operating condition and maintain their visual appeal. Capital expenditures do not include costs relating to the development of new facilities or redevelopment of existing facilities to increase their available rentable square footage.

We spent $218 million of capital expenditures to maintain real estate facilities in 2025 and expect to spend approximately $175 million in 2026. In addition, we have spent $71 million and $54 million on the installation of solar panels in 2025 and 2024, respectively, and expect to spend approximately $60 million in 2026.

We believe the capital spent to install solar panels and LED lights will significantly reduce electricity consumption resulting in lower utility costs.

Requirement to Pay Distributions: For all periods presented herein, we have elected to be treated as a REIT, as defined in the Internal Revenue Code. For each taxable year in which we qualify for taxation as a REIT, we will not be subject to U.S. federal corporate income tax on our “REIT taxable income” (generally, taxable income subject to specified adjustments, including a deduction for dividends paid and excluding our net capital gain) that is distributed to our shareholders. We believe we have met these requirements in all periods presented herein, and we expect to continue to qualify as a REIT. Our consistent, long-term dividend policy has been to distribute our taxable income. Future quarterly distributions with respect to the common shares will continue to be determined based upon our REIT distribution requirements after taking into consideration distributions to the preferred shareholders and will be funded with cash flows from operating activities.

The annual distribution requirement with respect to our preferred shares outstanding at December 31, 2025 is approximately $194.7 million per year.

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Real Estate Investment Activities: We continue to seek to acquire additional self-storage facilities from third parties. Subsequent to December 31, 2025, we acquired or were under contract to acquire three self-storage facilities across three states with 0.2 million net rentable square feet for $20.7 million.

As of December 31, 2025, we had development and expansion projects at a total cost of approximately $609.9 million. Costs incurred through December 31, 2025 were $194.3 million, with the remaining cost to complete of $415.6 million expected to be incurred primarily in the next 18 to 24 months. Some of these projects are subject to contingencies such as entitlement approval. We expect to continue to seek to add projects to maintain and increase our robust pipeline. Our ability to do so continues to be challenged by various constraints such as difficulty in finding projects that meet our risk-adjusted yield expectations and challenges in obtaining building permits for self-storage facilities in certain municipalities.

Bridge loan commitments: We offer bridge loan financing to third-party self-storage owners for operating properties that we manage. As of December 31, 2025, we had unfunded loan commitments of $43.9 million expected to close in the next twelve months, subject to the satisfaction of certain conditions.

Property Operating Expenses: The direct and indirect cost of our operations impose significant cash requirements. Direct operating costs include property taxes, on-site property manager payroll, repairs and maintenance, utilities, and marketing. Indirect operating costs include supervisory payroll and centralized management costs. The cash requirements from these operating costs will vary year to year based on, among other things, changes in the size of our portfolio and changes in property tax rates and assessed values, wage rates, and marketing costs in our markets.

Redemption of Preferred Securities: Historically, we have taken advantage of refinancing higher coupon preferred securities with lower coupon preferred securities. In the future, we may also elect to finance the redemption of preferred securities with proceeds from the issuance of debt. As of February 12, 2026, our Series F through O of preferred securities are eligible for redemption, at our option and with 30 days’ notice. See Note 10 to our December 31, 2025 consolidated financial statements for the redemption dates of all of our series of preferred shares. Redemption of such preferred shares will depend upon many factors, including the rate at which we could issue replacement preferred securities. None of our preferred securities are redeemable at the option of the holders.

Repurchases of Common Shares: Our Board has authorized a share repurchase program pursuant to which management may purchase up to 35,000,000 of our common shares on the open market or in privately negotiated transactions. From the inception of the repurchase program through February 12, 2026, we have repurchased a total of 24,448,781 common shares at an aggregate cost of approximately $879.1 million. We did not repurchase any common shares in 2025. All the repurchased shares are constructively retired and returned to an authorized and unissued status. Future levels of common share repurchases will be dependent upon our available capital, investment alternatives and the trading price of our common shares.

Recent Tax Legislation

Effective July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. Certain provisions of OBBBA impact us and our shareholders. Among other changes, this legislation (i) permanently extended the 20% deduction for “qualified REIT dividends” for individuals and other non-corporate taxpayers under Section 199A of the Internal Revenue Code (“the Code”), (ii) permanently reinstates 100% bonus depreciation for certain property acquired after January 19, 2025, (iii) increased the percentage limit under the REIT asset test applicable to taxable REIT subsidiaries (“TRSs”) from 20% to 25% for taxable years beginning after December 31, 2025, and (iv) increases the base on which the 30% interest deduction limit under Section 163(j) of the Code applies by excluding depreciation, amortization and depletion from the definition of “adjusted taxable income” (i.e. based on EBITDA rather than EBIT) for taxable years beginning after December 31, 2024.

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MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.

FY 2024 10-K MD&A

SEC filing source: 0001393311-25-000036.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2025-02-24. Report date: 2024-12-31.

ITEM 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our consolidated financial statements and notes thereto.

Critical Accounting Estimates

The preparation of consolidated financial statements and related disclosures in conformity with U.S. generally accepted accounting principles (“GAAP”) requires us to make judgments, assumptions, and estimates that affect the amounts reported. On an ongoing basis, we evaluate our estimates and assumptions. These estimates and assumptions are based on current facts, historical experience, and various other factors that we believe are reasonable under the circumstances to determine reported amounts of assets, liabilities, revenues, and expenses that are not readily apparent from other sources.

We believe the following are our critical accounting estimates, because they are reasonably likely to have a material impact on the portrayal of our financial condition and results, and they require us to make judgments and estimates about matters that involve a significant level of uncertainty.

Impairment of Long-Lived Assets: The analysis of impairment of our long-lived assets, including our real estate facilities, involves identification of indicators of impairment, including unfavorable operational results and significant cost overruns on construction, projections of future operating cash flows, and estimates of fair values, all of which require significant judgment and subjectivity. In particular, these estimates are sensitive to significant assumptions, such as the projections of future rental rates, stabilized occupancy level, future profit margin, discount rates, and capitalization rates, all of which could be affected by our expectations about future market or economic conditions. Others could come to materially different conclusions.

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Allocating Purchase Price for Acquired Real Estate Facilities: We estimate the fair values of the assets and liabilities of acquired real estate facilities, which consist principally of land, buildings and acquired customers in place, for purposes of allocating the aggregate purchase price of acquired real estate facilities. We estimate the fair value of land based upon price per square foot derived from observable transactions involving comparable land in similar locations as adjusted for location quality, parcel size, and date of sale associated with the acquired facilities. The fair value estimate of land is sensitive to the adjustments made to the land market transactions used in the estimate, particularly when there is a lack of recent comparable land market data. We estimate the fair value of buildings primarily using the income approach by estimating the fair value of hypothetical vacant acquired facilities and adjusting for the estimated fair value of land. The fair value estimate of buildings is sensitive to assumptions, such as lease-up period, future stabilized operating cash flows, capitalization rate and discount rate. We estimate the fair value of acquired customers in place using the income approach by estimating the foregone rent over the presumed period of time to absorb the occupied spaces as if they were vacant at the time of acquisition. The fair value estimate of the acquired customers in place is sensitive to the assumptions used in the income approach, such as market rent, lease-up period and discount rate. Others could come to materially different conclusions as to the estimated fair values of land, buildings and acquired customers in place, which would result in different depreciation and amortization expense, gains and losses on sale of real estate assets, as well as the level of land and buildings on our consolidated balance sheet.

Overview

Our self-storage operations generate most of our net income, and our earnings growth is impacted by the levels of organic growth within our Same Store Facilities (as defined below) as well as within our Acquired Facilities and Newly Developed and Expanded Facilities (both as defined below).

During 2024, revenues generated by our Same Store Facilities decreased by 0.7% ($26.7 million), as compared to 2023, while Same Store cost of operations increased by 2.4% ($20.6 million). Softness in demand for our storage space has led to lower move-in rental rates for new tenants and lower average occupancy in 2024 as compared to 2023.

We have grown and plan to continue to grow through the acquisition and development of new facilities and expansion of our existing self-storage facilities. Since the beginning of 2022, we acquired a total of 260 facilities with 18.5 million net rentable square feet for $3.7 billion. Additionally, within our non-same store portfolio, our Newly Developed and Expanded Facilities (as defined below) include a total of 132 self-storage facilities with 15.8 million net rentable square feet. For development and expansions completed by December 31, 2024, we incurred a total cost of $1.6 billion. During 2024, combined net operating income generated by our Acquired Facilities and Newly Developed and Expanded Facilities increased 48.1% ($101.0 million), as compared to 2023.

We have experienced recent inflationary impacts on our cost of operations including labor, utilities, and repairs and maintenance, and costs of development and expansion activities, and we expect to experience such impacts in the future. We have implemented various initiatives to manage the adverse impacts, such as enhancements in operational processes and investments in technology to reduce payroll hours, achievement of economies of scale from recent acquisitions with supervisory payroll and centralized management costs allocated over a broader number of self-storage facilities, and investments in solar power and LED lights to lower utility usage.

In order to enhance the competitive position of certain of our facilities relative to local competitors (including newly developed facilities), we embarked on our multi-year Property of Tomorrow program to (i) rebrand our properties with more pronounced, attractive, and clearly identifiable color schemes and signage and (ii) upgrade the configuration and layout of the offices and other customer zones to improve the customer experience. We completed the program in 2024. We spent approximately $127 million on the program in 2024. We have also embarked on a solar program under which we plan to install solar panels on over 1,400 of our self-storage facilities. We have completed the installations on 772 facilities through December 31, 2024. We spent approximately $54 million on the program in 2024 and expect to spend approximately $50 million in 2025 on this effort.

During 2024, PSOC completed a public offering of $1.0 billion aggregate principal amount of unsecured senior notes in various tranches and maturities and issued €150 million of senior notes to institutional investors. PSOC also repaid at maturity $700 million aggregate principal amount of floating rate senior notes and €100 million aggregate principal amount of senior notes.

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During 2024, we repurchased 726,865 of our common shares under our previously announced share repurchase program on the open market for a total cost of $200.0 million, driven by our expected improvement in operating fundamentals and growth.

During 2024, we sold 184,390 of our common shares on the open market through our “at the market” offering program for aggregate net proceeds of approximately $60.3 million in cash.

In early 2025, multiple wildfires erupted in southern California and caused significant destruction of business and residential structures. We did not incur any direct property damage in the affected areas. In response to the devastation, a “State of Emergency” has been declared for Los Angeles County and Ventura County, under which a temporary governmental pricing limitation is in place for our self-storage facilities located in these counties. These self-storage facilities generated approximately 10% of revenues earned by our Same Store Facilities in 2024. We anticipate a potentially significant negative impact on the revenue growth from these self-storage facilities, the extent of which depends largely on the duration of the State of Emergency order and other future actions by government authorities, among other factors.

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Results of Operations

Operating Results for 2024 and 2023

In 2024, net income allocable to our common shareholders was $1.873 billion or $10.64 per diluted common share, compared to $1.949 billion or $11.06 per diluted common share in 2023, representing a decrease of $76.1 million or $0.42 per diluted common share. The decrease is due primarily to (i) a $159.7 million increase in depreciation and amortization expense, (ii) an $86.3 million increase in interest expense, (iii) a $26.0 million increase in general and administrative expense, (iv) an $18.4 million decrease in interest and other income, partially offset by (v) a $153.4 million increase in foreign currency exchange gains primarily associated with our Euro denominated notes payable and (vi) a $61.6 million increase in self-storage net operating income.

The $61.6 million increase in self-storage net operating income in 2024 as compared to 2023 is a result of a $108.9 million increase attributable to our Non-Same Store Facilities (as defined below), partially offset by a $47.3 million decrease attributable to our Same Store Facilities. Revenues for the Same Store Facilities decreased 0.7% or $26.7 million in 2024 as compared to 2023, due primarily to a decline in occupancy and lower realized annual rent per occupied square foot. Cost of operations for the Same Store Facilities increased by 2.4% or $20.6 million in 2024 as compared to 2023, due primarily to increased property tax expense, marketing expense, and repairs and maintenance expense, partially offset by decreased centralized management costs and on-site property manager payroll expense. The increase in net operating income of $108.9 million for the Non-Same Store Facilities is due primarily to the impact of facilities acquired in 2023.

Operating Results for 2023 and 2022

In 2023, net income allocable to our common shareholders was $1.949 billion or $11.06 per diluted common share, compared to $4.142 billion or $23.50 per diluted common share in 2022, representing a decrease of $2.2 billion or $12.44 per diluted common share. The decrease is due primarily to (i) a $2.1 billion gain on sale of our equity investment in PS Business Parks, Inc. (“PSB”) in July 2022, (ii) a $149.5 million increase in foreign currency exchange losses primarily associated with our Euro denominated notes payable, (iii) a $79.1 million decrease in equity in earnings of unconsolidated real estate entities due to our sale of PSB in July 2022, and (iv) a $64.8 million increase in interest expense, partially offset by (v) a $231.8 million increase in self-storage net operating income and (vi) a $45.0 million increase in interest and other income.

The $231.8 million increase in self-storage net operating income in 2023 as compared to 2022 is a result of a $131.8 million increase in our Same Store Facilities and a $100.0 million increase in our Non-Same Store Facilities. Revenues for the Same Store Facilities increased 4.8% or $170.2 million in 2023 as compared to 2022, due primarily to higher realized annual rent per available square foot, partially offset by a decline in occupancy. Cost of operations for the Same Store Facilities increased by 4.6% or $38.4 million in 2023 as compared to 2022, due primarily to increased property tax expense, marketing expense and other direct property costs. The increase in net operating income of $100.0 million for the Non-Same Store Facilities is due primarily to the impact of facilities acquired in 2022 and 2023.

Funds from Operations and Core Funds from Operations

Funds from Operations (“FFO”) and FFO per diluted common share (“FFO per share”) are non-GAAP measures defined by Nareit. We believe that FFO and FFO per share are useful to REIT investors and analysts in measuring our performance because Nareit’s definition of FFO excludes items included in net income that do not relate to or are not indicative of our operating and financial performance. FFO represents net income before real estate-related depreciation and amortization, which is excluded because it is based upon historical costs and assumes that building values diminish ratably over time, while we believe that real estate values fluctuate due to market conditions. FFO also excludes gains or losses on sale of real estate assets and real estate impairment charges, which are also based upon historical costs and are impacted by historical depreciation. FFO and FFO per share are not a substitute for net income or earnings per share. FFO is not a substitute for net cash flow in evaluating our liquidity or ability to pay dividends, because it excludes investing and financing activities presented on our consolidated statements of cash flows. In addition, other REITs may compute these measures differently, so comparisons among REITs may not be helpful.

For the year ended December 31, 2024, FFO was $17.19 per diluted common share as compared to $16.60 and $16.46 per diluted common share for the years ended December 31, 2023 and 2022, respectively, representing an increase in 2024 of 3.6%, or $0.59 per diluted common share, as compared to 2023.

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We also present “Core FFO” and “Core FFO per share” non-GAAP measures that represent FFO and FFO per share excluding the impact of (i) foreign currency exchange gains and losses, (ii) charges related to the redemption of preferred securities, and (iii) certain other non-cash and/or nonrecurring income or expense items primarily representing, with respect to the periods presented below, the impact of loss contingencies and resolutions, casualties, due diligence costs incurred in pursuit of strategic transactions, unrealized gain on private equity investments, reorganization costs, acquisition integration costs, amortization of acquired non real estate-related intangibles, a cash and stock hiring bonus for a new senior executive, and our equity share of tax effect of a change in tax status, unrealized gain on derivatives, merger transaction costs and senior executive severance from our equity investees. We review Core FFO and Core FFO per share to evaluate our ongoing operating performance and we believe they are used by investors and REIT analysts in a similar manner. However, Core FFO and Core FFO per share are not substitutes for net income and net income per share. Because other REITs may not compute Core FFO or Core FFO per share in the same manner as we do, may not use the same terminology or may not present such measures, Core FFO and Core FFO per share may not be comparable among REITs.

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The following table reconciles net income to FFO and Core FFO and reconciles diluted earnings per share to FFO per share and Core FFO per share:

Year Ended December 31,Year Ended December 31,
20242023Percentage Change20232022Percentage Change
(Amounts in thousands, except per share data)
Reconciliation of Net Income to FFO and Core FFO:
Net income allocable to common shareholders$1,872,685$1,948,741(3.9)%$1,948,741$4,142,288(53.0)%
Eliminate items excluded from FFO:
Real estate-related depreciation and amortization1,117,752962,703962,703881,569
Real estate-related depreciation from unconsolidated real estate investment44,18136,76936,76954,822
Real estate-related depreciation allocated to noncontrolling interests and restricted share unitholders and unvested LTIP unitholders(7,167)(6,635)(6,635)(6,622)
Gains on sale of real estate investments, including our equity share from investment(1,537)(17,290)(17,290)(54,403)
Gain on sale of equity investment in PS Business Parks, Inc.(2,116,839)
FFO allocable to common shares$3,025,914$2,924,2883.5%$2,924,288$2,900,8150.8%
Eliminate the impact of items excluded from Core FFO, including our equity share from investment:
Foreign currency exchange (gain) loss(102,244)51,19751,197(98,314)
Unrealized gain on private equity investments(4,355)(2,817)(2,817)(4,685)
Hiring bonus for a new senior executive3,507
Other items12,2463,2643,2649,164
Core FFO allocable to common shares$2,935,068$2,975,932(1.4)%$2,975,932$2,806,9806.0%
Reconciliation of Diluted Earnings per Share to FFO per Share and Core FFO per Share:
Diluted earnings per share$10.64$11.06(3.8)%$11.06$23.50(52.9)%
Eliminate amounts per share excluded from FFO:
Real estate-related depreciation and amortization6.565.645.645.27
Gains on sale of real estate investments, including our equity share from investment(0.01)(0.10)(0.10)(0.31)
Gain on sale of equity investment in PS Business Parks, Inc.(12.00)
FFO per share$17.19$16.603.6%$16.60$16.460.9%
Eliminate the per share impact of items excluded from Core FFO, including our equity share from investment:
Foreign currency exchange (gain) loss(0.58)0.290.29(0.57)
Unrealized gain on private equity investments(0.02)(0.02)(0.02)(0.03)
Hiring bonus for a new senior executive0.02
Other items0.060.020.020.06
Core FFO per share$16.67$16.89(1.3)%$16.89$15.926.1%
Diluted weighted average common shares176,038176,143176,143176,280

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Analysis of Net Income — Self-Storage Operations

Our self-storage operations are analyzed in four groups: (i) the 2,507 facilities that we have owned and operated on a stabilized basis since January 1, 2022 (the “Same Store Facilities”), (ii) 260 facilities we acquired since January 1, 2022 (the “Acquired Facilities”), (iii) 132 facilities that have been newly developed or expanded, or that had commenced expansion by December 31, 2024 (the “Newly Developed and Expanded Facilities”), and (iv) 174 other facilities, which are otherwise not stabilized with respect to occupancies or rental rates since January 1, 2022 (the “Other Non-Same Store Facilities”). The Acquired Facilities, Newly Developed and Expanded Facilities, and Other Non-Same Store Facilities are collectively referred to as the Non-Same Store Facilities. See Note 13 to our December 31, 2024 consolidated financial statements “Segment Information,” for a reconciliation of the amounts in the tables below to our total net income.

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Self-Storage Operations
SummaryYear Ended December 31,Year Ended December 31,
20242023Percentage Change20232022Percentage Change
(Dollar amounts and square footage in thousands)
Revenues:
Same Store Facilities$3,676,632$3,703,331(0.7)%$3,703,331$3,533,1494.8%
Acquired Facilities241,314105,592128.5%105,59214,945606.5%
Newly Developed and Expanded Facilities225,845208,2358.5%208,235182,68614.0%
Other Non-Same Store Facilities252,202242,4554.0%242,455215,24812.6%
4,395,9934,259,6133.2%4,259,6133,946,0287.9%
Cost of operations:
Same Store Facilities895,283874,7152.4%874,715836,2974.6%
Acquired Facilities81,58339,833104.8%39,8337,885405.2%
Newly Developed and Expanded Facilities74,41463,82316.6%63,82354,41117.3%
Other Non-Same Store Facilities85,44083,5792.2%83,57981,6162.4%
1,136,7201,061,9507.0%1,061,950980,2098.3%
Net operating income (a):
Same Store Facilities2,781,3492,828,616(1.7)%2,828,6162,696,8524.9%
Acquired Facilities159,73165,759142.9%65,7597,060831.4%
Newly Developed and Expanded Facilities151,431144,4124.9%144,412128,27512.6%
Other Non-Same Store Facilities166,762158,8765.0%158,876133,63218.9%
Total net operating income3,259,2733,197,6631.9%3,197,6632,965,8197.8%
Depreciation and amortization expense:
Same Store Facilities682,783658,3343.7%658,334654,2380.6%
Acquired Facilities237,892112,247111.9%112,24718,494506.9%
Newly Developed and Expanded Facilities69,43056,16323.6%56,16349,10214.4%
Other Non-Same Store Facilities139,661143,312(2.5)%143,312166,312(13.8)%
Total depreciation and amortization expense1,129,766970,05616.5%970,056888,1469.2%
Net income (loss):
Same Store Facilities2,098,5662,170,282(3.3)%2,170,2822,042,6146.3%
Acquired Facilities(78,161)(46,488)68.1%(46,488)(11,434)306.6%
Newly Developed and Expanded Facilities82,00188,249(7.1)%88,24979,17311.5%
Other Non-Same Store Facilities27,10115,56474.1%15,564(32,680)(147.6)%
Total net income$2,129,507$2,227,607(4.4)%$2,227,607$2,077,6737.2%
Number of facilities at period end:
Same Store Facilities2,5072,507%2,5072,507%
Acquired Facilities2602389.2%23874221.6%
Newly Developed and Expanded Facilities1321255.6%1251149.6%
Other Non-Same Store Facilities174174%174174%
3,0733,0441.0%3,0442,8696.1%
Net rentable square footage at period end:
Same Store Facilities169,959169,959%169,959169,959%
Acquired Facilities18,47316,8079.9%16,8074,726255.6%
Newly Developed and Expanded Facilities15,80514,13411.8%14,13412,39814.0%
Other Non-Same Store Facilities17,04317,171(0.7)%17,17117,1340.2%
221,280218,0711.5%218,071204,2176.8%

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(a)Net operating income or “NOI” is a non-GAAP financial measure that excludes the impact of depreciation and amortization expense, which is based upon historical real estate costs and assumes that building values diminish ratably over time, while we believe that real estate values fluctuate due to market conditions. We utilize NOI in determining current property values, evaluating property performance, and evaluating property operating trends. We believe that investors and analysts utilize NOI in a similar manner. NOI is not a substitute for net income, operating cash flow, or other related financial measures, in evaluating our operating results. See Note 13 to our December 31, 2024 consolidated financial statements for a reconciliation of NOI to our total net income for all periods presented.

Same Store Facilities

The Same Store Facilities consist of facilities we have owned and operated on a stabilized level of occupancy, revenues, and cost of operations since January 1, 2022. The composition of our Same Store Facilities allows us more effectively to evaluate the ongoing performance of our self-storage portfolio in 2022, 2023, and 2024 and exclude the impact of fill-up of unstabilized facilities, which can significantly affect operating trends. We believe investors and analysts use Same Store Facilities information in a similar manner. However, because other REITs may not compute Same Store Facilities in the same manner as we do, may not use the same terminology or may not present such a measure, Same Store Facilities may not be comparable among REITs.

The following table summarizes the historical operating results (for all periods presented) of these 2,507 facilities (170.0 million net rentable square feet) that represent approximately 77% of the aggregate net rentable square feet of our U.S. consolidated self-storage portfolio at December 31, 2024. It includes various measures and detail that we do not include in the analysis of the developed, acquired, and other non-same store facilities, due to the relative magnitude and importance of the Same Store Facilities relative to our other self-storage facilities.

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Selected Operating Data for the Same Store Facilities (2,507 facilities)

Year Ended December 31,Year Ended December 31,
20242023Change (e)20232022Change (e)
(Dollar amounts in thousands, except for per square foot data)
Revenues (a):
Rental income$3,550,125$3,577,609(0.8)%$3,577,609$3,419,2124.6%
Late charges and administrative fees126,507125,7220.6%125,722113,93710.3%
Total revenues3,676,6323,703,331(0.7)%3,703,3313,533,1494.8%
Direct cost of operations (a):
Property taxes347,511331,9824.7%331,982320,7953.5%
On-site property manager payroll132,493137,162(3.4)%137,162133,2482.9%
Repairs and maintenance75,35469,1519.0%69,15165,0716.3%
Utilities47,64349,580(3.9)%49,58050,606(2.0)%
Marketing84,93675,08013.1%75,08052,54042.9%
Other direct property costs101,10498,0543.1%98,05490,0818.9%
Total direct cost of operations789,041761,0093.7%761,009712,3416.8%
Direct net operating income (b)2,887,5912,942,322(1.9)%2,942,3222,820,8084.3%
Indirect cost of operations (a):
Supervisory payroll(40,568)(41,444)(2.1)%(41,444)(44,091)(6.0)%
Centralized management costs(55,834)(60,659)(8.0)%(60,659)(64,046)(5.3)%
Share-based compensation(9,840)(11,603)(15.2)%(11,603)(15,819)(26.7)%
Net operating income2,781,3492,828,616(1.7)%2,828,6162,696,8524.9%
Depreciation and amortization expense(682,783)(658,334)3.7%(658,334)(654,238)0.6%
Net income$2,098,566$2,170,282(3.3)%$2,170,282$2,042,6146.3%
Gross margin (before indirect costs, depreciation and amortization expense)78.5%79.5%(1.0)%79.5%79.8%(0.3)%
Gross margin (before depreciation and amortization expense)75.6%76.4%(0.8)%76.4%76.3%0.1%
Weighted average for the period:
Square foot occupancy92.4%93.0%(0.6)%93.0%94.6%(1.6)%
Realized annual rental income per (c):
Occupied square foot$22.61$22.64(0.1)%$22.64$21.286.4%
Available square foot$20.89$21.05(0.8)%$21.05$20.124.6%
At December 31:
Square foot occupancy90.5%91.3%(0.8)%91.3%92.0%(0.7)%
Annual contract rent per occupied square foot (d)$22.89$22.800.4%$22.80$22.610.8%

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(a)Revenues and cost of operations do not include tenant reinsurance and merchandise sale revenues and expenses generated at the facilities. See “Ancillary Operations” below for more information.

(b)Direct net operating income (“Direct NOI”), a subtotal within NOI, is a non-GAAP financial measure that excludes the impact of supervisory payroll, centralized management costs, and share-based compensation in addition to depreciation and amortization expense. We utilize direct net operating income in evaluating property performance and in evaluating property operating trends as compared to our competitors.

(c)Realized annual rent per occupied square foot is computed by dividing rental income, before late charges and administrative fees, by the weighted average occupied square feet for the period. Realized annual rent per available square foot (“REVPAF”) is computed by dividing rental income, before late charges and administrative fees, by the total available net rentable square feet for the period. These measures exclude late charges and administrative fees in order to provide a better measure of our ongoing level of revenue. Late charges are dependent upon the level of delinquency, and administrative fees are dependent upon the level of move-ins. In addition, the rates charged for late charges and administrative fees can vary independently from rental rates. These measures take into consideration promotional discounts, which reduce rental income.

(d)Annual contract rent represents the agreed upon monthly rate that is paid by our tenants in place at the time of measurement. Contract rates are initially set in the lease agreement upon move-in, and we adjust them from time to time with notice. Contract rent excludes other fees that are charged on a per-item basis, such as late charges and administrative fees, does not reflect the impact of promotional discounts, and does not reflect the impact of rents that are written off as uncollectible.

(e)Represents the absolute nominal change with respect to gross margin and square foot occupancy, and the percentage change with respect to all other items.

Analysis of Same Store Revenue

We believe a balanced occupancy and rate strategy maximizes our revenues over time. We regularly adjust rental rates and promotional discounts offered (generally, “$1.00 rent for the first month”), as well as our marketing efforts to maximize revenue from new tenants to replace tenants that vacate.

We typically increase rental rates to our long-term tenants (generally, those who have been with us for at least six months) every six to twelve months. As a result, the number of long-term tenants we have in our facilities is an important factor in our revenue growth. The level of rate increases to long-term tenants is based upon evaluating the additional revenue from the increase against the negative impact of incremental move-outs, by considering customers’ in-place rent and prevailing market rents, among other factors.

Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023

Revenues generated by our Same Store Facilities decreased 0.7% in 2024 as compared to 2023, due primarily to a 0.6% decrease in average occupancy and a 0.1% decrease in realized annual rent per occupied square foot.

The decrease in realized annual rent per occupied square foot in 2024 as compared to 2023 was due to a 11.6% decrease in average rates per square foot charged to new tenants moving in over the past twelve months, partially offset by cumulative rate increases to existing long-term tenants over the same period. At December 31, 2024, annual contract rent per occupied square foot was 0.4% higher as compared to December 31, 2023.

The weighted average square foot occupancy for our Same Store Facilities was 92.4% for 2024, representing a decrease of 0.6%, as compared to 2023. Occupancy levels have gradually declined since the second half of 2022 as customer demand softened. In response, we lowered move-in rental rates and increased advertising spending to stimulate move-in activity at our facilities in 2024 as compared to 2023.

Move-out activities from our tenants were lower in 2024 as compared to 2023. More than half of our tenants have rented their space for longer than six months at December 31, 2024, which supported our revenue growth from existing long-term tenants.

Comparison of the Year Ended December 31, 2023 to the Year Ended December 31, 2022

Revenues generated by our Same Store Facilities increased 4.8% in 2023 as compared to 2022, due primarily to a 6.4% increase in realized annual rent per occupied square foot, partially offset by a 1.6% decrease in average occupancy.

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The increase in realized annual rent per occupied square foot in 2023 as compared to 2022 was due to cumulative rate increases to existing long-term tenants over the past twelve months, partially offset by a 13.9% decrease in average rates per square foot charged to new tenants moving in who replaced tenants moving out with higher rental rates. At December 31, 2023, annual contract rent per occupied square foot was 0.8% higher as compared to December 31, 2022.

The weighted average square foot occupancy for our Same Store Facilities was 93.0% for 2023, representing a decrease of 1.6%, as compared to 2022. Occupancy levels have gradually declined since the second half of 2022. In response we lowered move-in rental rates and increased promotional activity and advertising spending to increase move-in activity at our facilities in 2023 as compared to 2022.

Move-out activities from our tenants were higher in 2023 as compared to 2022. Average length of stay of our tenants remained at similar high levels in 2023 as compared to 2022, which supported our revenue growth from existing long-term tenants.

Selected Key Move-in and Move-Out Statistical Data

The following table sets forth average annual contract rent per square foot and total square footage for tenants moving in and moving out during the years ended December 31, 2024, 2023, and 2022. Contract rents gained from move-ins and contracts rents lost from move-outs included in the table assume move-in and move-out activities occur at the beginning of each period presented. The table also includes promotional discounts, which vary based upon the move-in contractual rates, move-in volume, and percentage of tenants moving in who receive the discount.

Year Ended December 31,Year Ended December 31,
20242023Change20232022Change
(Amounts in thousands, except for per square foot amounts)
Tenants moving in during the period:
Average annual contract rent per square foot$13.76$15.57(11.6)%$15.57$18.08(13.9)%
Square footage120,176121,432(1.0)%121,432112,4108.0%
Contract rents gained from move-ins$1,653,622$1,890,696(12.5)%$1,890,696$2,032,373(7.0)%
Promotional discounts given$61,736$66,031(6.5)%$66,031$60,8398.5%
Tenants moving out during the period:
Average annual contract rent per square foot$20.70$21.20(2.4)%$21.20$20.533.3%
Square footage121,425122,489(0.9)%122,489116,4045.2%
Contract rents lost from move-outs$2,513,498$2,596,767(3.2)%$2,596,767$2,389,7748.7%

Industry-wide demand was weaker in 2024 compared to 2023 partially due to lower home-moving activities offset by increases in customers who sought storage space for other reasons. Demand fluctuates due to various local and regional factors, including the overall economy, as well as new supply of self-storage space and alternatives to self-storage.

We expect industry-wide demand from new customers in 2025 to be similar to 2024. However, following the recent wildfires in southern California in early 2025, we anticipate a potentially significant negative impact on the revenue growth from the self-storage facilities located in Los Angeles County and Ventura County, where a temporary governmental pricing limitation is in place under the “State of Emergency” declarations. These self-storage facilities generated approximately 10% of revenues earned by our Same Store Facilities in 2024. As a result, we expect Same Store Facilities revenues in 2025 to be similar to those earned in 2024.

Late Charges and Administrative Fees

Late charges and administrative fees increased 0.6% and 10.3% in 2024 and 2023, respectively, in each case as compared to the previous year. The increase in 2024 was due primarily to higher late charges and lien fees collected on delinquent accounts. The increase in 2023 was due to higher late charges collected on delinquent accounts and higher administrative fees resulting from higher move-in volumes. Delinquency rates remained at similar levels for 2024 as compared to 2023.

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Analysis of Same Store Cost of Operations

Cost of operations (excluding depreciation and amortization) increased 2.4% and 4.6% in 2024 and 2023, respectively, in each case as compared to the previous year. The increase in 2024 was due primarily to increased property tax expense, marketing expense, and repairs and maintenance expense, partially offset by decreased centralized management costs and on-site property manager payroll expense. The increase in 2023 was due primarily to increased property tax expense, marketing expense, and other direct property costs.

Property tax expense increased 4.7% and 3.5% in 2024 and 2023, respectively, in each case as compared to the previous year, as a result of higher assessed values. We expect property tax expense to grow approximately 5% in 2025 due primarily to higher assessed values.

On-site property manager payroll expense decreased 3.4% in 2024 as compared to 2023 and increased 2.9% in 2023 as compared to 2022. The decrease in 2024 was primarily due to reduction in labor hours driven by the implementation of dynamic staffing models based on customer activity levels. The increase in 2023 was primarily due to increases in wage rates as a result of competitive labor conditions experienced in most geographical markets. We expect on-site property manager payroll expense to decrease moderately in 2025 as compared to 2024 as we continue to enhance operational processes.

Repairs and maintenance expense increased 9.0% and 6.3% in 2024 and 2023, respectively, in each case as compared to the previous year. Repairs and maintenance expense levels are dependent upon many factors such as (i) damage and equipment malfunctions, (ii) short-term local supply and demand factors for material and labor, and (iii) weather conditions, which can impact costs such as snow removal, roof repairs, and HVAC maintenance and repairs.

Our utility expense consists primarily of electricity costs, which are dependent upon energy prices and usage levels. Changes in usage levels are driven primarily by weather and temperature. Utility expense decreased 3.9% and 2.0% in 2024 and 2023, respectively, in each case as compared to the previous year, due primarily to our investment in energy saving technology such as solar power and LED lights, which generate favorable returns on investment in the form of lower utility usage. We expect a decline in utility expense in 2025 as compared to 2024 as we continue our investment in solar power.

Marketing expense includes Internet advertising we utilize through our online paid search programs, television advertising and the operating costs of our website and telephone reservation center. Internet advertising expense, comprising keyword search fees assessed on a “per click” basis, varies based upon demand for self-storage space, the quantity of people inquiring about self-storage through online search, occupancy levels, the number and aggressiveness of bidding competitors, and other factors. These factors are volatile; accordingly, Internet advertising can increase or decrease significantly in the short-term. We increased marketing expense by 13.1% and 42.9% in 2024 and 2023, respectively, in each case as compared to the previous year, primarily by utilizing a higher volume of online paid search programs to attract new tenants. We plan to continue to use internet advertising and other advertising channels to support move-in volumes in 2025.

Other direct property costs include administrative expenses specific to each self-storage facility, such as property loss, telephone and data communication lines, business license costs, bank charges related to processing the facilities’ cash receipts, tenant mailings, credit card fees, eviction costs, and the cost of operating each property’s rental office. These costs increased 3.1% in 2024 as compared to 2023 and 8.9% in 2023 as compared to 2022. The increase in 2024 was primarily due to increased property loss and restoration expenses related to fire and flooding events. The increase in 2023 was due primarily to an increase in credit card fees as a result of year-over-year increases in revenues, combined with a long-term trend of more customers paying with credit cards rather than cash, checks, or other methods of payment with lower transaction costs.

Centralized management costs represent administrative and cash compensation expenses for shared general corporate functions to the extent their efforts are devoted to self-storage operations. Such functions include information technology support, hardware, and software, as well as centralized administration of payroll, benefits, training, repairs and maintenance, customer service, pricing and marketing, operational accounting and finance, legal costs, and costs from field management executives. Centralized management costs decreased 8.0% in 2024 as compared to 2023 and decreased 5.3% in 2023 as compared to 2022, primarily driven by achievement of economies of scale from recent acquisitions with centralized management costs allocated over a broader number of self-storage facilities including non-same store facilities.

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Analysis of Market Trends

The following tables set forth selected market trends in our Same Store Facilities:

Same Store Facilities Operating Trends by Market

As of December 31, 2024Year Ended December 31,
Number of FacilitiesSquare Feet (millions)Realized Rent per Occupied Square FootAverage OccupancyRealized Rent per Available Square Foot
20242023Change (a)20242023Change (a)20242023Change (a)
Los Angeles21815.9$36.09$35.830.7%94.6%95.4%(0.8)%$34.15$34.16%
San Francisco1308.132.6932.221.5%94.3%94.3%%30.8130.381.4%
New York916.732.2632.070.6%93.6%93.3%0.3%30.1929.930.9%
Washington DC1097.326.9226.621.1%92.8%91.7%1.1%24.9724.402.3%
Miami876.329.9330.01(0.3)%93.1%93.6%(0.5)%27.8828.08(0.7)%
Dallas-Ft. Worth1309.718.2618.180.4%89.2%91.6%(2.4)%16.2916.65(2.2)%
Seattle-Tacoma926.325.6125.78(0.7)%92.9%92.5%0.4%23.7823.84(0.3)%
Houston1179.216.9616.741.3%91.7%91.8%(0.1)%15.5515.371.2%
Chicago1318.320.5320.211.6%92.9%93.0%(0.1)%19.0818.801.5%
Atlanta1077.117.3017.93(3.5)%88.2%90.8%(2.6)%15.2716.29(6.3)%
Orlando-Daytona694.418.8519.65(4.1)%91.7%93.3%(1.6)%17.2818.34(5.8)%
West Palm Beach413.126.1126.59(1.8)%92.3%93.4%(1.1)%24.0924.84(3.0)%
Philadelphia573.620.9521.42(2.2)%92.9%92.9%%19.4519.91(2.3)%
Baltimore382.823.3323.75(1.8)%92.4%91.1%1.3%21.5621.63(0.3)%
Charlotte554.216.0016.18(1.1)%91.3%92.9%(1.6)%14.6015.04(2.9)%
All other markets1,03567.018.4018.55(0.8)%92.5%93.0%(0.5)%17.0117.25(1.4)%
Totals2,507170.0$22.61$22.64(0.1)%92.4%93.0%(0.6)%$20.89$21.05(0.8)%

(a) Represents the absolute nominal change with respect to square foot occupancy, and the percentage change with respect to all other items.

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Same Store Facilities Operating Trends by Market (Continued)

Year Ended December 31,
Revenues ($000's)Direct Expenses ($000's)Indirect Expenses ($000's)Net Operating Income ($000's)
20242023Change20242023Change20242023Change20242023Change
Los Angeles$555,529$555,989(0.1)%$70,934$73,638(3.7)%$10,437$11,160(6.5)%$474,158$471,1910.6%
San Francisco253,191249,7901.4%39,40338,8351.5%5,6315,958(5.5)%208,157204,9971.5%
New York208,182206,1181.0%51,00349,2823.5%4,4094,711(6.4)%152,770152,1250.4%
Washington DC188,317184,0282.3%37,76037,2601.3%5,0645,065%145,493141,7032.7%
Miami181,575182,939(0.7)%42,62134,93622.0%3,8384,087(6.1)%135,116143,916(6.1)%
Dallas-Ft. Worth165,396169,311(2.3)%40,15338,1545.2%5,0015,514(9.3)%120,242125,643(4.3)%
Seattle-Tacoma154,195154,556(0.2)%30,85428,1939.4%3,9743,983(0.2)%119,367122,380(2.5)%
Houston149,672148,1111.1%39,82938,8302.6%4,7785,062(5.6)%105,065104,2190.8%
Chicago163,809161,4201.5%61,78661,0711.2%5,3065,558(4.5)%96,71794,7912.0%
Atlanta114,192121,446(6.0)%27,45824,66111.3%4,4854,719(5.0)%82,24992,066(10.7)%
Orlando-Daytona79,08983,774(5.6)%16,98816,4293.4%2,9453,172(7.2)%59,15664,173(7.8)%
West Palm Beach76,47678,831(3.0)%16,89217,020(0.8)%1,9672,121(7.3)%57,61759,690(3.5)%
Philadelphia74,06375,654(2.1)%16,58716,701(0.7)%2,3912,549(6.2)%55,08556,404(2.3)%
Baltimore63,97164,141(0.3)%13,01012,2825.9%1,5991,678(4.7)%49,36250,181(1.6)%
Charlotte63,61265,385(2.7)%12,82612,1935.2%2,1052,198(4.2)%48,68150,994(4.5)%
All other markets1,185,3631,201,838(1.4)%270,937261,5243.6%42,31246,171(8.4)%872,114894,143(2.5)%
Totals$3,676,632$3,703,331(0.7)%$789,041$761,0093.7%$106,242$113,706(6.6)%$2,781,349$2,828,616(1.7)%

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Same Store Facilities Operating Trends by Market (Continued)

As of December 31, 2024Year Ended December 31,
Number of FacilitiesSquare Feet (millions)Realized Rent per Occupied Square FootAverage OccupancyRealized Rent per Available Square Foot
20232022Change (a)20232022Change (a)20232022Change (a)
Los Angeles21815.9$35.83$32.3310.8%95.4%96.8%(1.4)%$34.16$31.289.2%
San Francisco1308.132.2231.063.7%94.3%95.2%(0.9)%30.3829.562.8%
New York916.732.0730.535.0%93.3%94.3%(1.0)%29.9328.803.9%
Washington DC1097.326.6225.554.2%91.7%92.6%(0.9)%24.4023.663.1%
Miami876.330.0128.017.1%93.6%95.6%(2.0)%28.0826.774.9%
Dallas-Ft. Worth1309.718.1816.718.8%91.6%93.9%(2.3)%16.6515.706.1%
Seattle-Tacoma926.325.7824.813.9%92.5%94.0%(1.5)%23.8423.322.2%
Houston1179.216.7415.438.5%91.8%93.2%(1.4)%15.3714.386.9%
Chicago1318.320.2119.225.2%93.0%93.6%(0.6)%18.8018.004.4%
Atlanta1077.117.9317.174.4%90.8%93.7%(2.9)%16.2916.101.2%
Orlando-Daytona694.419.6517.969.4%93.3%95.9%(2.6)%18.3417.226.5%
West Palm Beach413.126.5925.115.9%93.4%95.7%(2.3)%24.8424.033.4%
Philadelphia573.621.4220.822.9%92.9%94.3%(1.4)%19.9119.641.4%
Baltimore382.823.7522.844.0%91.1%92.4%(1.3)%21.6321.102.5%
Charlotte554.216.1815.047.6%92.9%94.9%(2.0)%15.0414.275.4%
All other markets103567.018.5517.595.5%93.0%94.6%(1.6)%17.2516.643.7%
Totals2,507170.0$22.64$21.286.4%93.0%94.6%(1.6)%$21.05$20.124.6%

(a) Represents the absolute nominal change with respect to square foot occupancy, and the percentage change with respect to all other items.

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Same Store Facilities Operating Trends by Market (Continued)

Year Ended December 31,
Revenues ($000's)Direct Expenses ($000's)Indirect Expenses ($000's)Net Operating Income ($000's)
20232022Change20232022Change20232022Change20232022Change
Los Angeles$555,989$508,3669.4%$73,638$66,36811.0%$11,160$12,074(7.6)%$471,191$429,9249.6%
San Francisco249,790242,8662.9%38,83535,9158.1%5,9586,696(11.0)%204,997200,2552.4%
New York206,118197,3674.4%49,28246,3606.3%4,7115,483(14.1)%152,125145,5244.5%
Washington DC184,028178,0013.4%37,26035,8623.9%5,0655,208(2.7)%141,703136,9313.5%
Miami182,939173,8195.2%34,93630,99912.7%4,0874,277(4.4)%143,916138,5433.9%
Dallas-Ft. Worth169,311159,2386.3%38,15437,6371.4%5,5145,854(5.8)%125,643115,7478.5%
Seattle-Tacoma154,556151,2202.2%28,19325,6649.9%3,9834,251(6.3)%122,380121,3050.9%
Houston148,111138,3427.1%38,83038,878(0.1)%5,0625,514(8.2)%104,21993,95010.9%
Chicago161,420154,1434.7%61,07157,9285.4%5,5586,007(7.5)%94,79190,2085.1%
Atlanta121,446119,5241.6%24,66123,9033.2%4,7195,071(6.9)%92,06690,5501.7%
Orlando-Daytona83,77478,6226.6%16,42914,88410.4%3,1723,487(9.0)%64,17360,2516.5%
West Palm Beach78,83176,2083.4%17,02015,12512.5%2,1212,163(1.9)%59,69058,9201.3%
Philadelphia75,65474,4931.6%16,70116,3552.1%2,5492,783(8.4)%56,40455,3551.9%
Baltimore64,14162,2663.0%12,28210,52316.7%1,6781,834(8.5)%50,18149,9090.5%
Charlotte65,38561,8505.7%12,19310,59515.1%2,1982,555(14.0)%50,99448,7004.7%
All other markets1,201,8381,156,8243.9%261,524245,3456.6%46,17150,699(8.9)%894,143860,7803.9%
Totals$3,703,331$3,533,1494.8%$761,009$712,3416.8%$113,706$123,956(8.3)%$2,828,616$2,696,8524.9%

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Acquired Facilities

The Acquired Facilities represent 260 facilities that we acquired in 2022, 2023, and 2024. As a result of the stabilization process and timing of when these facilities were acquired, year-over-year changes can be significant. The following table summarizes operating data with respect to the Acquired Facilities:

ACQUIRED FACILITIESYear Ended December 31,Year Ended December 31,
20242023Change (a)20232022Change (a)
($ amounts in thousands, except for per square foot amounts)
Revenues (b):
2022 Acquisitions$55,390$50,105$5,285$50,105$14,945$35,160
2023 Acquisitions184,09755,487128,61055,48755,487
2024 Acquisitions1,8271,827
Total revenues241,314105,592135,722105,59214,94590,647
Cost of operations (b):
2022 Acquisitions20,51519,91160419,9117,88512,026
2023 Acquisitions60,04919,92240,12719,92219,922
2024 Acquisitions1,0191,019
Total cost of operations81,58339,83341,75039,8337,88531,948
Net operating income:
2022 Acquisitions34,87530,1944,68130,1947,06023,134
2023 Acquisitions124,04835,56588,48335,56535,565
2024 Acquisitions808808
Net operating income159,73165,75993,97265,7597,06058,699
Depreciation and amortization expense(237,892)(112,247)(125,645)(112,247)(18,494)(93,753)
Net loss$(78,161)$(46,488)$(31,673)$(46,488)$(11,434)$(35,054)
At December 31:
Square foot occupancy:
2022 Acquisitions85.7%82.2%3.5%82.2%79.4%2.8%
2023 Acquisitions86.8%83.1%3.7%83.1%—%—%
2024 Acquisitions79.0%—%—%—%—%—%
85.8%82.9%2.9%82.9%79.4%3.5%
Annual contract rent per occupied square foot:
2022 Acquisitions$13.46$13.063.1%$13.06$11.4813.8%
2023 Acquisitions17.3216.783.2%16.78—%
2024 Acquisitions13.69—%—%
$16.02$15.751.7%$15.75$11.4837.2%
Number of facilities:
2022 Acquisitions74747474
2023 Acquisitions164164164164
2024 Acquisitions2222
2602382223874164
Net rentable square feet (in thousands):
2022 Acquisitions4,7404,7404,7404,72614
2023 Acquisitions12,06712,06712,06712,067
2024 Acquisitions1,6661,666
18,47316,8071,66616,8074,72612,081

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ACQUIRED FACILITIES (Continued)

As of December 31, 2024
Costs to acquire (in thousands):
2022 Acquisitions$730,957
2023 Acquisitions (c)2,674,840
2024 Acquisitions267,473
$3,673,270

(a)Represents the percentage change with respect to annual contract rent per occupied square foot, and the absolute nominal change with respect to all other items.

(b)Revenues and cost of operations do not include tenant reinsurance and merchandise sale revenues and expenses generated at the facilities. See “Ancillary Operations” below for more information.

(c)The amount includes the costs allocated to land, buildings and intangible assets associated with the 127 self-storage facilities from the Simply Acquisition.

We have been active in acquiring facilities in recent years. Since the beginning of 2022, we acquired a total of 260 facilities with 18.5 million net rentable square feet for $3.7 billion. During 2024, these facilities contributed net operating income of $159.7 million.

During 2023, we acquired BREIT Simply Storage LLC (“Simply”), a self-storage company that owned and operated 127 self-storage facilities (9.4 million square feet) and managed 25 self-storage facilities (1.8 million square feet) for third parties, for a purchase price of $2.2 billion in cash. Included in the acquisition results in the table above are the Simply portfolio self-storage revenues of $151.8 million, NOI of $103.9 million (including Direct NOI of $109.2 million), and average square footage occupancy of 87.7% for 2024.

We remain active in seeking to acquire additional self-storage facilities. Future acquisition volume is likely to be impacted by cost of capital and overall macro-economic uncertainties. Subsequent to December 31, 2024, we acquired or were under contract to acquire nine self-storage facilities across six states with 0.7 million net rentable square feet for $140.7 million.

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Newly Developed and Expanded Facilities

The Newly Developed and Expanded Facilities include 46 facilities that were developed on new sites since January 1, 2019, and 86 facilities expanded to increase their net rentable square footage. Of these expansions, 64 were completed before 2023, 17 were completed in 2023 or 2024, and five are currently in process at December 31, 2024. The following table summarizes operating data with respect to the Newly Developed and Expanded Facilities:

NEWLY DEVELOPED AND EXPANDED FACILITIES
Year Ended December 31,Year Ended December 31,
20242023Change (a)20232022Change (a)
($ amounts in thousands, except for per square foot amounts)
Revenues (b):
Developed in 2019$18,058$18,081$(23)$18,081$16,444$1,637
Developed in 20207,3717,621(250)7,6216,838783
Developed in 202111,86411,13473011,1348,3332,801
Developed in 202210,0546,8933,1616,8936876,206
Developed in 20236,1681,0325,1361,0321,032
Developed in 2024874874
Expansions completed before 2023139,887135,2904,597135,290119,80515,485
Expansions completed in 2023 or 202422,66616,8245,84216,82417,427(603)
Expansions in process8,90311,360(2,457)11,36013,152(1,792)
Total revenues225,845208,23517,610208,235182,68625,549
Cost of operations (b):
Developed in 20196,2815,6086735,6085,622(14)
Developed in 20202,0371,8841531,8841,702182
Developed in 20213,7433,849(106)3,8493,539310
Developed in 20224,0553,5634923,5637382,825
Developed in 20234,9761,6383,3381,6381,638
Developed in 2024879879
Expansions completed before 202341,55539,9051,65039,90535,5714,334
Expansions completed in 2023 or 20249,2525,4753,7775,4754,751724
Expansions in process1,6361,901(265)1,9012,488(587)
Total cost of operations74,41463,82310,59163,82354,4119,412
Net operating income (loss):
Developed in 201911,77712,473(696)12,47310,8221,651
Developed in 20205,3345,737(403)5,7375,136601
Developed in 20218,1217,2858367,2854,7942,491
Developed in 20225,9993,3302,6693,330(51)3,381
Developed in 20231,192(606)1,798(606)(606)
Developed in 2024(5)(5)
Expansions completed before 202398,33295,3852,94795,38584,23411,151
Expansions completed in 2023 or 202413,41411,3492,06511,34912,676(1,327)
Expansions in process7,2679,459(2,192)9,45910,664(1,205)
Net operating income151,431144,4127,019144,412128,27516,137
Depreciation and amortization expense(69,430)(56,163)(13,267)(56,163)(49,102)(7,061)
Net income$82,001$88,249$(6,248)$88,249$79,173$9,076

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NEWLY DEVELOPED AND EXPANDED FACILITIES (Continued)
As of December 31,As of December 31,
20242023Change (a)20232022Change (a)
($ amounts in thousands, except for per square foot amounts)
Square foot occupancy:
Developed in 201986.0%84.6%1.4%84.6%87.3%(2.7)%
Developed in 202089.3%89.4%(0.1)%89.4%94.3%(4.9)%
Developed in 202177.7%81.5%(3.8)%81.5%82.4%(0.9)%
Developed in 202286.3%77.7%8.6%77.7%43.6%34.1%
Developed in 202375.9%27.9%48.0%27.9%—%—%
Developed in 202441.0%—%—%—%—%—%
Expansions completed before 202386.3%85.2%1.1%85.2%83.7%1.5%
Expansions completed in 2023 or 202459.6%60.4%(0.8)%60.4%92.0%(31.6)%
Expansions in process93.6%93.4%0.2%93.4%92.9%0.5%
79.9%78.3%1.6%78.3%83.1%(4.8)%
Annual contract rent per occupied square foot:
Developed in 2019$18.31$18.83(2.8)%$18.83$18.193.5%
Developed in 202021.7722.73(4.2)%22.7321.754.5%
Developed in 202119.6219.78(0.8)%19.7818.049.6%
Developed in 202217.7416.209.5%16.2013.8417.1%
Developed in 202310.349.617.6%9.61—%
Developed in 202410.17—%—%
Expansions completed before 202318.4118.290.7%18.2917.892.2%
Expansions completed in 2023 or 202420.1124.25(17.1)%24.2525.80(6.0)%
Expansions in process23.6822.793.9%22.7925.50(10.6)%
$18.14$18.73(3.2)%$18.73$18.75(0.1)%
Number of facilities:
Developed in 201911111111
Developed in 20203333
Developed in 20216666
Developed in 20228888
Developed in 202311111111
Developed in 202477
Expansions completed before 202364646464
Expansions completed in 2023 or 202417171717
Expansions in process5555
132125712511411
Net rentable square feet (in thousands):
Developed in 20191,0571,0571,0571,057
Developed in 2020347347347347
Developed in 2021 (d)76068179681681
Developed in 2022631631631631
Developed in 20231,0981,0981,0981,098
Developed in 2024668668
Expansions completed before 20238,5048,465398,4658,361104
Expansions completed in 2023 or 20242,2171,3328851,332797535
Expansions in process523523523524(1)
15,80514,1341,67114,13412,3981,736

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As of December 31, 2024
Costs to develop (in thousands):
Developed in 2019$150,387
Developed in 202042,063
Developed in 2021 (d)128,435
Developed in 2022100,089
Developed in 2023193,766
Developed in 2024129,669
Expansions completed before 2023 (c)543,636
Expansions completed in 2023 or 2024 (c)352,042
$1,640,087

(a)Represents the percentage change with respect to annual contract rent per occupied square foot, and the absolute nominal change with respect to all other items.

(b)Revenues and cost of operations do not include tenant reinsurance and merchandise sales generated at the facilities. See “Ancillary Operations” below for more information.

(c)These amounts only include the direct cost incurred to expand and renovate these facilities, and do not include (i) the original cost to develop or acquire the facility or (ii) the lost revenue on space demolished during the construction and fill-up period.

(d)We have completed an expansion project on a facility developed in 2021 for $12.8 million, adding 79,000 net rentable square feet of storage space as of December 31, 2024.

Our Newly Developed and Expanded Facilities includes a total of 132 self-storage facilities of 15.8 million net rentable square feet. For development and expansions completed by December 31, 2024, we incurred a total cost of $1.6 billion. During 2024, Newly Developed and Expanded Facilities contributed net operating income of $151.4 million.

It typically takes at least three to four years for a newly developed or expanded self-storage facility to stabilize with respect to revenues. Physical occupancy can be achieved as early as two to three years following completion of the development or expansion through offering lower rental rates during fill-up. As a result, even after achieving high occupancy, there can still be a period of elevated revenue growth as the tenant base matures and higher rental rates are achieved.

We believe that our development and redevelopment activities generate favorable risk-adjusted returns over the long run. However, in the short run, our earnings are diluted during the construction and stabilization period due to the cost of capital to fund the development cost, the related construction and development overhead expenses included in general and administrative expense, and the net operating loss from newly developed facilities undergoing fill-up.

We typically underwrite new developments to stabilize at approximately an 8.0% NOI yield on cost (adjusted for impacts from tenant reinsurance and maintenance capital expenditures). Our developed facilities have thus far leased up as expected and are at various stages of their revenue stabilization periods. The actual annualized yields that we may achieve on these facilities upon stabilization will depend on many factors, including local and current market conditions in the vicinity of each property and the level of new and existing supply.

The facilities under “expansions completed” represent those facilities where the expansions have been completed at December 31, 2024. We incurred a total of $895.7 million in direct cost to expand these facilities, demolished a total of 1.1 million net rentable square feet of storage space, and built a total of 6.8 million net rentable square feet of new storage space.

At December 31, 2024, we had 26 additional facilities in development, which will have a total of 2.5 million net rentable square feet of storage space and have an aggregate development cost totaling approximately $498.9 million. We expect these facilities to open over the next 18 to 24 months.

44

The facilities under “expansion in process” represent those facilities where construction is in process at December 31, 2024, and together with additional future expansion activities primarily related to our Same Store Facilities at December 31, 2024, we expect to add a total of 1.5 million net rentable square feet of storage space by expanding existing self-storage facilities for an aggregate direct development cost of $242.7 million.

Other Non-Same Store Facilities

The “Other Non-Same Store Facilities” represent facilities which, while not newly acquired, developed, or expanded, are not fully stabilized since January 1, 2022, including facilities undergoing fill-up as well as facilities damaged in casualty events such as hurricanes, floods, and fires.

The Other Non-Same Store Facilities have an aggregate of 17.0 million net rentable square feet at December 31, 2024. During 2024, 2023, and 2022, the average occupancy for these facilities totaled 82.5%, 81.4%, and 81.2%, respectively, and the realized rent per occupied square foot totaled $17.17, $16.64, and $14.85, respectively.

Depreciation and amortization expense

Depreciation and amortization expense for Self-Storage Operations increased $159.7 million in 2024 as compared to 2023 and increased $81.9 million in 2023 as compared to 2022, primarily due to newly acquired facilities of $2.7 billion in 2023 and newly developed and expanded facilities.

The following discussion and analysis of the components of net income, including Ancillary Operations and certain items not allocated to segments, present a comparison for the year ended December 31, 2024 to the year ended December 31, 2023. The results of these components for the years ended December 31, 2023 compared to December 31, 2022 was included in our Annual Report on Form 10-K for the year ended December 31, 2023 on page 23, under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which was filed with the SEC on February 20, 2024.

Ancillary Operations

Ancillary revenues and expenses include amounts associated with the reinsurance of policies against losses to goods stored by tenants in our self-storage facilities, sale of merchandise at our self-storage facilities, and management of property owned by unrelated third parties. The following table sets forth our ancillary operations:

Year Ended December 31,
20242023Change
(Amounts in thousands)
Revenues:
Tenant reinsurance premiums$226,595$203,503$23,092
Merchandise26,97027,511(541)
Third party property management46,05827,06318,995
Total revenues299,623258,07741,546
Cost of operations:
Tenant reinsurance56,67842,36614,312
Merchandise17,63317,137496
Third party property management46,97026,49320,477
Total cost of operations121,28185,99635,285
Net operating income (loss):
Tenant reinsurance169,917161,1378,780
Merchandise9,33710,374(1,037)
Third party property management(912)570(1,482)
Total net operating income$178,342$172,081$6,261

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Tenant reinsurance operations: Tenant reinsurance premium revenue increased $23.1 million or 11.3% in 2024 over 2023, as a result of an increase in our tenant base with respect to acquired, newly developed, and expanded facilities and the third party properties we manage, as well as higher insurance participation in our tenant base at our same store facilities. Tenant reinsurance premium revenue generated from tenants at our Same-Store Facilities were $170.0 million and $163.2 million in 2024 and 2023, respectively, representing a 4.2% year over year increase in 2024.

Cost of operations primarily includes claims paid as well as claims adjustment expenses. Claims expenses vary based upon the number of insured tenants and the volume of events that drive covered customer losses, such as burglary, as well as catastrophic weather events affecting multiple properties such as hurricanes and floods. Tenant reinsurance cost of operations increased $14.3 million in 2024, as compared to 2023, primarily due to increased claim volumes and expenses related to flooding, burglary and hurricane events as well as increased access fees we paid to the third-party owners of properties we manage driven by the significant growth of our third-party property management program.

We expect tenant reinsurance operation to grow as we roll out insurance policies with increased coverage and higher premiums in 2025, and as we continue to increase the tenant base at our newly acquired and developed facilities.

Third-party property management: At December 31, 2024, in our third-party property management program, we managed 307 facilities (23.3 million net rentable square feet) for unrelated third parties, and were under contract to manage 95 additional facilities (8.4 million net rentable square feet) including 93 facilities that are currently under construction. During 2024, we added 133 facilities to the program, acquired three facilities from the program, and had 52 facilities exit the program. While we expect this business to increase in scope and size, we do not expect any significant changes in overall profitability of this business in the near term as we seek new properties to manage and are in the earlier stages of fill-up for newly managed properties.

Analysis of items not allocated to segments

Equity in earnings of unconsolidated real estate entity

We account for our equity investment in Shurgard using the equity method and record our pro-rata share of its net income. We recognized equity in earnings of Shurgard of $19.8 million and $27.9 million for 2024 and 2023, respectively. Included in our equity earnings from Shurgard were $44.2 million and $36.8 million of our share of depreciation and amortization expense for 2024 and 2023, respectively.

On August 1, 2024, Shurgard acquired Lok’nStore, a self-storage company publicly traded on the London Stock Exchange, for approximately £385 million ($501 million) in cash, including direct acquisition costs.

For purposes of recording our equity in earnings from Shurgard, the Euro was translated at exchange rates of approximately 1.039 U.S. Dollars per Euro at December 31, 2024 (1.104 at December 31, 2023), and average exchange rates of 1.082 for 2024 and 1.081 for 2023.

Real estate acquisition and development expense: In 2024 and 2023, we incurred a total of $15.5 million and $26.5 million, respectively, of internal and external expenses related to our acquisition and development of real estate facilities. These amounts are net of $17.2 million and $18.0 million in 2024 and 2023, respectively, in development costs that were capitalized to newly developed and redeveloped self-storage facilities. The year-over-year decrease of real estate acquisition and development expense was primarily due to the write-off of $11.7 million of accumulated development costs for cancelled development and redevelopment projects during 2023.

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General and administrative expense: The following table sets forth our general and administrative expense:

Year Ended December 31,
20242023Change
(Amounts in thousands)
Share-based compensation expense$28,708$25,399$3,309
Legal costs11,6903,3048,386
Corporate management costs30,43626,2844,152
Information technology costs12,1106,4955,615
Other costs23,73319,1504,583
Total$106,677$80,632$26,045

General and administrative expense increased $26.0 million in 2024, as compared to 2023 due primarily to (i) ) an increase in corporate management costs driven primarily by higher payroll costs and (ii) an increase in license and maintenance support costs related to our recently implemented IT applications. Additionally, in 2024 we incurred a cash and stock hiring bonus for a new senior executive of $3.5 million and recognized loss contingencies related to corporate legal matters of $3.3 million.

Interest and other income: The following table sets forth our interest and other income:

Year Ended December 31,
20242023Change
(Amounts in thousands)
Interest earned on cash balances$44,659$64,819$(20,160)
Commercial operations8,9519,531(580)
Unrealized gain on private equity investments4,3552,8171,538
Other9,2478,423824
Total$67,212$85,590$(18,378)

Interest earned on cash balances decreased $20.2 million in 2024 over 2023, due primarily to lower average cash balances partially offset by higher interest rates earned in the first half of 2024.

Interest expense: For 2024 and 2023, we incurred $297.9 million and $210.4 million, respectively, of interest on our outstanding notes payable. In determining interest expense, these amounts were offset by capitalized interest of $10.5 million and $9.3 million during 2024 and 2023, respectively, associated with our development activities. The increase of interest expense in 2024 as compared to 2023 is due to the issuance of $2.2 billion of notes payable in July 2023 and the increase of Compounded SOFR on our variable rate unsecured notes. At December 31, 2024, we had $9.4 billion of notes payable outstanding, with a weighted average interest rate of approximately 3.1%.

Foreign currency exchange gain (loss): For 2024, we recorded foreign currency gains of $102.2 million, representing primarily the changes in the U.S. Dollar equivalent of our Euro-denominated unsecured notes due to fluctuations in exchange rates (losses of $51.2 million for 2023). The Euro was translated at exchange rates of approximately 1.039 U.S. Dollars per Euro at December 31, 2024 and 1.104 at December 31, 2023. Future gains and losses on foreign currency will be dependent upon changes in the relative value of the Euro to the U.S. Dollar and the level of Euro-denominated notes payable outstanding.

Gain on sale of real estate: In 2024, we recorded $1.5 million in gains, in connection with the sale of land parcels and the partial sale of real estate facilities pursuant to eminent domain proceedings.

47

During 2023, we completed a real estate transaction with a third-party, through which we sold an operating self-storage facility with a net book value of $7.1 million for gross proceeds of $40.0 million and acquired a nearby land parcel for $13.5 million. At the close of the transaction, we entered into a leaseback of the self-storage facility until we complete development of the acquired land into a self-storage facility, no later than December 31, 2026. Of the $40.0 million in gross proceeds, $24.3 million was allocated to the sale of the property based on its estimated fair value, resulting a net gain on sale of real estate of $17.1 million after direct transaction costs, and $15.7 million was classified as a reduction of costs to develop the acquired land included in construction in process.

During 2023, we also sold a land parcel for $0.1 million in cash and recorded a related gain on sale of real estate of $0.1 million.

Income tax expense: We operate as a REIT for U.S. federal income tax purposes. As a REIT, we are generally not subject to U.S. federal income taxes on our taxable income distributed to stockholders. In 2024 and 2023, we recorded income tax expense totaling $4.7 million and $10.8 million, respectively, related to our taxable REIT subsidiaries and income taxes incurred in certain state and local jurisdictions in which we operate. The year-over-year changes of income tax expense was primarily driven by changes in state income tax, due to fluctuations of taxable income in certain states where there are differences between federal and state tax laws.

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Liquidity and Capital Resources

Overview and our Sources of Capital

While operating as a REIT allows us to minimize the payment of U.S. federal corporate income tax expense, we are required to distribute at least 90% of our taxable income to our shareholders. Notwithstanding this requirement, our annual operating retained cash flow was approximately $480 million in 2023 and $400 million in 2024. Retained operating cash flow represents our expected cash flow provided by operating activities (including property operating costs and interest payments described below), less shareholder distributions and capital expenditures. We expect retained cash flow of approximately $600 million for 2025.

Capital needs in excess of retained cash flow are met with: (i) medium and long-term debt, (ii) preferred equity, (iii) limited partnership interests, and (iv) common equity. We select among these sources of capital based upon relative cost, availability, the desire for leverage, and considering potential constraints caused by certain features of capital sources, such as debt covenants. We view our line of credit, as well as any short-term bank loans, as bridge financing.

Because raising capital is important to our growth, we endeavor to maintain a strong financial profile characterized by strong credit metrics, including low leverage relative to our total capitalization and operating cash flows. We are one of the highest rated REITs, as rated by major rating agencies Moody’s and Standard & Poor’s. Our senior notes payable have an “A” credit rating by Standard & Poor’s and “A2” by Moody’s. Our credit ratings on each of our series of preferred shares are “A3” by Moody’s and “BBB+” by Standard & Poor’s. Our credit profile enables us to effectively access both the public and private capital markets to raise capital.

Our revolving line of credit has a borrowing limit of $1.5 billion. The revolving line of credit generally serves as a temporary “bridge” financing until we are able to raise longer term capital. As of December 31, 2024 and February 24, 2025, there were no borrowings outstanding on the revolving line of credit; however, we do have approximately $19.6 million of outstanding letters of credit, which limits our borrowing capacity to $1,480.4 million as of February 24, 2025. Our line of credit matures on June 12, 2027.

In 2024, our Board authorized an “at the market” offering program pursuant to which management may issue common shares up to an aggregate gross sales price of $2.0 billion on the open market or in privately negotiated transactions. Through December 31, 2024 and February 24, 2025, we have issued a total of 184,390 common shares on the open market for an aggregate gross sales price of $61.4 million and received net proceeds of approximately $60.3 million after issuance costs.

We believe that we have significant financial flexibility to adapt to changing conditions and opportunities, and we have significant access to sources of capital including debt and preferred equity. Based on our strong credit profile and our substantial current liquidity relative to our capital requirements noted below, we would not expect any potential capital market dislocations to have a material impact upon our expected capital and growth plans over the next 12 months. However, if capital market conditions deteriorate significantly for a long period of time, our access to or cost of debt and preferred equity capital could be negatively impacted and potentially affect future investment activities.

Our current and expected capital resources include: (i) $447.4 million of cash as of December 31, 2024 and (ii) approximately $600 million of expected retained operating cash flow over the next twelve months. Additionally, we have $1,480.4 million available borrowing capacity on our revolving line of credit, which can be used as temporary “bridge” financing until we are able to raise longer term capital. We believe that our cash provided by our operating activities will continue to be sufficient to enable us to meet our ongoing cash requirements for interest payments on debt, maintenance capital expenditures, and distributions to our shareholders for the foreseeable future.

As described below, our current committed cash requirements consist of (i) $140.7 million in property acquisitions currently under contract, (ii) $433.5 million of remaining spending on our current development pipeline, which will be incurred primarily in the next 18 to 24 months, and (iii) approximately $651 million in scheduled principal repayments on our unsecured notes in the next twelve months. We plan to refinance these unsecured notes as they come due in 2025. Our cash requirements may increase over the next year as we add projects to our development pipeline and acquire additional properties. Additional potential cash requirements could result from various activities including the redemption of outstanding preferred securities, repurchases of common stock, or merger and acquisition activities, as and to the extent we determine to engage in such activities.

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Over the long term, to the extent that our cash requirements exceed our capital resources, we believe we have a variety of possibilities to raise additional capital including issuing common or preferred securities, debt, and limited partnership interests, or entering into joint venture arrangements to acquire or develop facilities.

Cash Requirements

The following summarizes our expected material cash requirements, which comprise (i) contractually obligated expenditures, including payments of principal and interest, (ii) other essential expenditures, including property operating expenses, maintenance capital expenditures and dividends paid in accordance with REIT distribution requirements, and (iii) opportunistic expenditures, including acquisitions and developments and repurchases of our securities. We expect to satisfy these cash requirements through operating cash flow and opportunistic debt and equity financings.

Required Debt Repayments: As of December 31, 2024, the principal outstanding on our debt totaled approximately $9.4 billion, consisting of $7.8 billion of U.S. Dollar denominated unsecured notes payable, $1.7 billion of Euro-denominated unsecured notes payable, and $1.7 million of mortgage notes payable. Approximate principal maturities and interest payments (including $111.1 million in estimated interest on our $1.1 billion variable rate unsecured notes based on rates in effect at December 31, 2024) are as follows (amounts in thousands):

PrincipalInterestTotal
2025$651,516$280,094$931,610
20261,150,138256,5951,406,733
20271,200,146225,5941,425,740
20281,200,129185,0471,385,176
20291,000,088147,0341,147,122
Thereafter4,203,3501,423,2555,626,605
$9,405,367$2,517,619$11,922,986

We have $400 million of our U.S. Dollar denominated unsecured notes that mature on July 25, 2025 and €242 million of our Euro denominated unsecured notes that mature on November 3, 2025. We plan to refinance these unsecured notes as they come due.

Capital Expenditure Requirements: Capital expenditures include general maintenance, major repairs, or replacements to elements of our facilities to keep our facilities in good operating condition and maintain their visual appeal. Capital expenditures do not include costs relating to the development of new facilities or redevelopment of existing facilities to increase their available rentable square footage.

We spent $240 million of capital expenditures to maintain real estate facilities in 2024 and expect to spend approximately $150 million in 2025. In addition to standard capital repairs of building elements reaching the end of their useful lives, our capital expenditures in recent years have included incremental expenditures to enhance the competitive position of certain of our facilities relative to local competitors pursuant to a multi-year Property of Tomorrow program. Such investments include development of more pronounced, attractive, and clearly identifiable color schemes and signage and upgrades to the configuration and layout of the offices and other customer zones to improve the customer experience. We completed this program in 2024 and spent approximately $127 million in 2024 on this effort. In addition, we have spent $54 million on the installation of solar panels in 2024 and we expect to spend approximately $50 million in 2025.

We believe the capital spent to install solar panels and LED lights will significantly reduce electric utility usage resulting in lower property operating costs.

Requirement to Pay Distributions: For all periods presented herein, we have elected to be treated as a REIT, as defined in the Internal Revenue Code. For each taxable year in which we qualify for taxation as a REIT, we will not be subject to U.S. federal corporate income tax on our “REIT taxable income” (generally, taxable income subject to specified adjustments, including a deduction for dividends paid and excluding our net capital gain) that is distributed to our shareholders. We believe we have met these requirements in all periods presented herein, and we expect to continue to qualify as a REIT.

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On February 21, 2025, our Board declared a regular common quarterly dividend of $3.00 per common share totaling approximately $526 million, which will be paid at the end of March 2025. Our consistent, long-term dividend policy has been to distribute our taxable income. Future quarterly distributions with respect to the common shares will continue to be determined based upon our REIT distribution requirements after taking into consideration distributions to the preferred shareholders and will be funded with cash flows from operating activities.

The annual distribution requirement with respect to our preferred shares outstanding at December 31, 2024 is approximately $194.7 million per year.

Real Estate Investment Activities: We continue to seek to acquire additional self-storage facilities from third parties. Subsequent to December 31, 2024, we acquired or were under contract to acquire nine self-storage facilities for a total purchase price of $140.7 million.

We are actively seeking to acquire additional facilities. However, future acquisition volume will depend upon whether additional owners will be motivated to market their facilities, which will in turn depend upon factors such as economic conditions and the level of seller confidence.

As of December 31, 2024, we had development and expansion projects at a total cost of approximately $741.6 million. Costs incurred through December 31, 2024 were $308.1 million, with the remaining cost to complete of $433.5 million expected to be incurred primarily in the next 18 to 24 months. Some of these projects are subject to contingencies such as entitlement approval. We expect to continue to seek to add projects to maintain and increase our robust pipeline. Our ability to do so continues to be challenged by various constraints such as difficulty in finding projects that meet our risk-adjusted yield expectations and challenges in obtaining building permits for self-storage facilities in certain municipalities.

Property Operating Expenses: The direct and indirect cost of our operations impose significant cash requirements. Direct operating costs include property taxes, on-site property manager payroll, repairs and maintenance, utilities, and marketing. Indirect operating costs include supervisory payroll and centralized management costs. The cash requirements from these operating costs will vary year to year based on, among other things, changes in the size of our portfolio and changes in property tax rates and assessed values, wage rates, and marketing costs in our markets.

Redemption of Preferred Securities: Historically, we have taken advantage of refinancing higher coupon preferred securities with lower coupon preferred securities. In the future, we may also elect to finance the redemption of preferred securities with proceeds from the issuance of debt. As of February 24, 2025, we have six series of preferred securities that are eligible for redemption, at our option and with 30 days’ notice: our 5.150% Series F Preferred Shares ($280.0 million), 5.050% Series G Preferred Shares ($300.0 million), 5.600% Series H Preferred Shares ($285.0 million), 4.875% Series I Preferred Shares ($316.3 million), 4.700% Series J Preferred Shares ($258.8 million), and 4.750% Series K Preferred Shares ($230.0 million). See Note 9 to our December 31, 2024 consolidated financial statements for the redemption dates of all of our series of preferred shares. Redemption of such preferred shares will depend upon many factors, including the rate at which we could issue replacement preferred securities. None of our preferred securities are redeemable at the option of the holders.

Repurchases of Common Shares: Our Board has authorized a share repurchase program pursuant to which management may purchase up to 35,000,000 of our common shares on the open market or in privately negotiated transactions. During 2024, we repurchased 726,865 of our common shares under the repurchase program on the open market for a total cost of $200.0 million (none in the three months ended December 31, 2024). From the inception of the repurchase program through February 24, 2025, we have repurchased a total of 24,448,781 common shares at an aggregate cost of approximately $879.1 million. All the repurchased shares are constructively retired and returned to an authorized and unissued status. Future levels of common share repurchases will be dependent upon our available capital, investment alternatives and the trading price of our common shares.

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FY 2023 10-K MD&A

SEC filing source: 0001393311-24-000043.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2024-02-20. Report date: 2023-12-31.

ITEM 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our consolidated financial statements and notes thereto.

Critical Accounting Estimates

The preparation of consolidated financial statements and related disclosures in conformity with U.S. generally accepted accounting principles (“GAAP”) requires us to make judgments, assumptions, and estimates that affect the amounts reported. On an ongoing basis, we evaluate our estimates and assumptions. These estimates and assumptions are based on current facts, historical experience, and various other factors that we believe are reasonable under the circumstances to determine reported amounts of assets, liabilities, revenues, and expenses that are not readily apparent from other sources.

We believe the following are our critical accounting estimates, because they are reasonably likely to have a material impact on the portrayal of our financial condition and results, and they require us to make judgments and estimates about matters that involve a significant level of uncertainty.

Impairment of Long-Lived Assets: The analysis of impairment of our long-lived assets, including our real estate facilities, involves identification of indicators of impairment, including unfavorable operational results and significant cost overruns on construction, projections of future operating cash flows, and estimates of fair values, all of which require significant judgment and subjectivity. In particular, these estimates are sensitive to significant assumptions, such as the projections of future rental rates, stabilized occupancy level, future profit margin, discount rates, and capitalization rates, all of which could be affected by our expectations about future market or economic conditions. Others could come to materially different conclusions.

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Allocating Purchase Price for Acquired Real Estate Facilities: We estimate the fair values of the assets and liabilities of acquired real estate facilities, which consist principally of land, buildings and acquired customers in place, for purposes of allocating the aggregate purchase price of acquired real estate facilities. We estimate the fair value of land based upon price per square foot derived from observable transactions involving comparable land in similar locations as adjusted for location quality, parcel size, and date of sale associated with the acquired facilities. The fair value estimate of land is sensitive to the adjustments made to the land market transactions used in the estimate, particularly when there is a lack of recent comparable land market data. For large portfolio acquisitions, we estimate the fair value of buildings primarily using the income approach by estimating the fair value of hypothetical vacant acquired facilities and adjusting for the estimated fair value of land. For individual and small portfolio acquisitions, we estimate the fair value of buildings primarily based upon the estimated current replacement cost, which we calculate by estimating the replacement cost of new purpose-built self-storage facilities in similar geographic regions and adjusting for age, quality, amenities, and configuration associated with the buildings acquired. The fair value estimate of buildings is sensitive to assumptions used in both the income approach, such as lease-up period, future stabilized operating cash flows, capitalization rate and discount rate, and in the replacement cost approach, such as current cost adjustment, soft cost and developer profit estimates. We estimate the fair value of acquired customers in place using the income approach by estimating the foregone rent over the presumed period of time to absorb the occupied spaces as if they were vacant at the time of acquisition. The fair value estimate of the acquired customers in place is sensitive to the assumptions used in the income approach, such as market rent, lease-up period and discount rate. Others could come to materially different conclusions as to the estimated fair values of land, buildings and acquired customers in place, which would result in different depreciation and amortization expense, gains and losses on sale of real estate assets, as well as the level of land and buildings on our consolidated balance sheet.

Overview

Our self-storage operations generate most of our net income, and our earnings growth is impacted by the levels of growth within our Same Store Facilities (as defined below) as well as within our Acquired Facilities and Newly Developed and Expanded Facilities (both as defined below). Accordingly, a significant portion of management’s time is devoted to maximizing cash flows from our existing self-storage facility portfolio.

During 2023, revenues generated by our Same Store Facilities increased by 4.7% ($154.0 million), as compared to 2022, while Same Store cost of operations increased by 4.7% ($35.9 million). Demand and operating trends softened in the second half of 2022 continuing through 2023 as compared to what we experienced in 2020 and 2021, and we expect this to continue in 2024.

We have grown and plan to continue to grow through the acquisition and development of new facilities and expansion of our existing self-storage facilities. Since the beginning of 2021, we acquired a total of 470 facilities with 38.8 million net rentable square feet for $8.5 billion. Additionally, within our non-same store portfolio, our developed and expanded facilities include a total of 145 self-storage facilities of 17.1 million net rentable square feet. For development and expansions completed by December 31, 2023, we incurred a total cost of $1.6 billion. During 2023, combined net operating income generated by our Acquired Facilities and Newly Developed and Expanded Facilities increased 28.7% ($109.4 million), as compared to 2022.

On September 13, 2023, we acquired BREIT Simply Storage LLC, a self-storage company that owns and operates 127 self-storage facilities (9.4 million square feet) and manages 25 self-storage facilities for third parties, for a purchase price of $2.2 billion in cash (the “Simply Acquisition”). The 127 wholly-owned facilities are geographically diversified across 18 states and located in submarkets with strong demand drivers and other desirable characteristics.

In connection with the Simply Acquisition, on July 26, 2023, we completed a public offering of $2.2 billion aggregate principal amount of unsecured senior notes in various tranches and maturities.

We have experienced recent inflationary impacts on our cost of operations including labor, utilities, and repairs and maintenance, and costs of development and expansion activities, and we may continue to experience such impacts in the future. We have implemented various initiatives to manage the adverse impacts, such as enhancements in operational processes and investments in technology to reduce payroll hours, achievement of economies of scale from recent acquisitions with supervisory payroll and centralized management costs allocated over a broader number of self-storage facilities, and investments in solar power and LED lights to lower utility usage.

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In order to enhance the competitive position of certain of our facilities relative to local competitors (including newly developed facilities), we have embarked on our multi-year Property of Tomorrow program to (i) rebrand our properties with more pronounced, attractive, and clearly identifiable color schemes and signage, (ii) enhance the energy efficiency of our properties, and (iii) upgrade the configuration and layout of the offices and other customer zones to improve the customer experience. We expect to complete the program in 2024. We spent approximately $160 million on the program in 2023 and expect to spend approximately $150 million in 2024 on this effort. We have also embarked on a solar program under which we plan to install solar panels on over 1,000 of our self-storage facilities. We have completed the installations on 534 facilities through 2023. We spent approximately $51 million on the program in 2023 and expect to spend $100 million in 2024 on this effort.

Results of Operations

Operating Results for 2023 and 2022

In 2023, net income allocable to our common shareholders was $1.9 billion or $11.06 per diluted common share, compared to $4.1 billion or $23.50 per diluted common share in 2022, representing a decrease of $2.2 billion or $12.44 per diluted common share. The decrease is due primarily to (i) a $2.1 billion gain on sale of our equity investment in PS Business Parks, Inc. (“PSB”) in July 2022, (ii) a $149.5 million increase in foreign currency exchange losses primarily associated with our Euro denominated notes payable, (iii) a $79.1 million decrease in equity in earnings of unconsolidated real estate entities due to our sale of PSB in July 2022, and (iv) a $64.8 million increase in interest expense, partially offset by (v) a $231.8 million increase in self-storage net operating income and (vi) a $45.0 million increase in interest and other income.

The $231.8 million increase in self-storage net operating income in 2023 as compared to 2022 is a result of a $118.2 million increase attributable to our Same Store Facilities and a $113.6 million increase attributable to our non-same store facilities. Revenues for the Same Store Facilities increased 4.7% or $154.0 million in 2023 as compared to 2022, due primarily to higher realized annual rent per occupied square foot, partially offset by a decline in occupancy. Cost of operations for the Same Store Facilities increased by 4.7% or $35.9 million in 2023 as compared to 2022, due primarily to increased property tax expense, marketing expense, and other direct property costs. The increase in net operating income of $113.6 million for the non-same store facilities is due primarily to the impact of facilities acquired in 2021, 2022, and 2023 and the fill-up of recently developed and expanded facilities.

Operating Results for 2022 and 2021

In 2022, net income allocable to our common shareholders was $4.1 billion or $23.50 per diluted common share, compared to $1.7 billion or $9.87 per diluted common share in 2021, representing an increase of $2.4 billion or $13.63 per diluted common share. The increase is due primarily to (i) a $2.1 billion gain on sale of our equity investment in PSB and (ii) a $614.3 million increase in self-storage net operating income, partially offset by (iii) a $174.7 million increase in depreciation and amortization expense, (iv) a $125.1 million decrease in equity in earnings of unconsolidated real estate entities due to the sale of our equity investment in PSB, and (v) a $45.5 million increase in interest expense.

The $614.3 million increase in self-storage net operating income in 2022 as compared to 2021 is a result of a $390.6 million increase in our Same Store Facilities and a $223.7 million increase in our non-same store facilities. Revenues for the Same Store Facilities increased 15.2% or $432.2 million in 2022 as compared to 2021, due primarily to higher realized annual rent per available square foot, partially offset by a decline in occupancy. Cost of operations for the Same Store Facilities increased by 5.7% or $41.7 million in 2022 as compared to 2021, due primarily to increased property tax expense, marketing expense, other direct property costs, and centralized management costs. The increase in net operating income of $223.7 million for the non-same store facilities is due primarily to the impact of facilities acquired in 2021 and the fill-up of recently developed and expanded facilities.

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Funds from Operations and Core Funds from Operations

Funds from Operations (“FFO”) and FFO per share are non-GAAP measures defined by Nareit. We believe that FFO and FFO per share are useful to REIT investors and analysts in measuring our performance because Nareit’s definition of FFO excludes items included in net income that do not relate to or are not indicative of our operating and financial performance. FFO represents net income before real estate-related depreciation and amortization, which is excluded because it is based upon historical costs and assumes that building values diminish ratably over time, while we believe that real estate values fluctuate due to market conditions. FFO also excludes gains or losses on sale of real estate assets and real estate impairment charges, which are also based upon historical costs and are impacted by historical depreciation. FFO and FFO per share are not a substitute for net income or earnings per share. FFO is not a substitute for net cash flow in evaluating our liquidity or ability to pay dividends, because it excludes investing and financing activities presented on our consolidated statements of cash flows. In addition, other REITs may compute these measures differently, so comparisons among REITs may not be helpful.

For the year ended December 31, 2023, FFO was $16.60 per diluted common share as compared to $16.46 and $13.36 per diluted common share for the years ended December 31, 2022 and 2021, respectively, representing an increase in 2023 of 0.9%, or $0.14 per diluted common share, as compared to 2022.

We also present “Core FFO” and “Core FFO per share” non-GAAP measures that represent FFO and FFO per share excluding the impact of (i) foreign currency exchange gains and losses, (ii) charges related to the redemption of preferred securities, and (iii) certain other non-cash and/or nonrecurring income or expense items primarily representing, with respect to the periods presented below, the impact of loss contingency accruals and resolutions, casualties, due diligence costs incurred in pursuit of strategic transactions, unrealized gain on private equity investments, UPREIT reorganization costs, Simply integration costs, amortization of acquired non real estate-related intangibles from the Simply Acquisition and our equity share of deferred tax benefits of a change in tax status, merger transaction costs, severance of a senior executive, lease termination income, and casualties from our equity investees. We review Core FFO and Core FFO per share to evaluate our ongoing operating performance and we believe they are used by investors and REIT analysts in a similar manner. However, Core FFO and Core FFO per share are not substitutes for net income and net income per share. Because other REITs may not compute Core FFO or Core FFO per share in the same manner as we do, may not use the same terminology or may not present such measures, Core FFO and Core FFO per share may not be comparable among REITs.

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The following table reconciles net income to FFO and Core FFO and reconciles diluted earnings per share to FFO per share and Core FFO per share:

Year Ended December 31,Year Ended December 31,
20232022Percentage Change20222021Percentage Change
(Amounts in thousands, except per share data)
Reconciliation of Net Income to FFO and Core FFO:
Net income allocable to common shareholders$1,948,741$4,142,288(53.0)%$4,142,288$1,732,444139.1%
Eliminate items excluded from FFO:
Real estate-related depreciation and amortization962,703881,569881,569709,349
Real estate-related depreciation from unconsolidated real estate investments36,76954,82254,82273,729
Real estate-related depreciation allocated to noncontrolling interests and restricted share unitholders(6,635)(6,622)(6,622)(4,415)
Gains on sale of real estate investments, including our equity share from investments(17,290)(54,403)(54,403)(165,272)
Gain on sale of equity investment in PS Business Parks, Inc.(2,116,839)(2,116,839)
FFO allocable to common shares$2,924,288$2,900,8150.8%$2,900,815$2,345,83523.7%
Eliminate the impact of items excluded from Core FFO, including our equity share from investments:
Foreign currency exchange loss (gain)51,197(98,314)(98,314)(111,787)
Preferred share redemption charge31,604
Property losses and tenant claims due to casualties4,8174,8174,909
Other items447(338)(338)(543)
Core FFO allocable to common shares$2,975,932$2,806,9806.0%$2,806,980$2,270,01823.7%
Reconciliation of Diluted Earnings per Share to FFO per Share and Core FFO per Share:
Diluted earnings per share$11.06$23.50(52.9)%$23.50$9.87138.1%
Eliminate amounts per share excluded from FFO:
Real estate-related depreciation and amortization5.645.275.274.44
Gains on sale of real estate investments, including our equity share from investments(0.10)(0.31)(0.31)(0.95)
Gain on sale of equity investment in PS Business Parks, Inc.(12.00)(12.00)
FFO per share$16.60$16.460.9%$16.46$13.3623.2%
Eliminate the per share impact of items excluded from Core FFO, including our equity share from investments:
Foreign currency exchange loss (gain)0.29(0.57)(0.57)(0.64)
Preferred share redemption charge0.18
Property losses and tenant claims due to casualties0.030.030.03
Other items
Core FFO per share$16.89$15.926.1%$15.92$12.9323.1%
Diluted weighted average common shares176,143176,280176,280175,568

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Analysis of Net Income — Self-Storage Operations

Our self-storage operations are analyzed in four groups: (i) the 2,339 facilities that we have owned and operated on a stabilized basis since January 1, 2021 (the “Same Store Facilities”), (ii) 470 facilities we acquired since January 1, 2021 (the “Acquired Facilities”), (iii) 145 facilities that have been newly developed or expanded, or that had commenced expansion by December 31, 2023 (the “Newly Developed and Expanded Facilities”), and (iv) 90 other facilities, which are otherwise not stabilized with respect to occupancies or rental rates since January 1, 2021 (the “Other Non-same Store Facilities”). See Note 14 to our December 31, 2023 consolidated financial statements “Segment Information,” for a reconciliation of the amounts in the tables below to our total net income.

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Self-Storage Operations
SummaryYear Ended December 31,Year Ended December 31,
20232022Percentage Change20222021Percentage Change
(Dollar amounts and square footage in thousands)
Revenues:
Same Store Facilities$3,427,867$3,273,8234.7%$3,273,823$2,841,59815.2%
Acquired Facilities450,653327,24537.7%327,245106,474207.3%
Newly Developed and Expanded Facilities262,450230,99913.6%230,999167,11938.2%
Other Non-Same Store Facilities118,643113,9614.1%113,96188,37529.0%
4,259,6133,946,0287.9%3,946,0283,203,56623.2%
Cost of operations:
Same Store Facilities802,269766,4054.7%766,405724,7485.7%
Acquired Facilities144,498109,74431.7%109,74432,705235.6%
Newly Developed and Expanded Facilities78,53167,80515.8%67,80558,89015.1%
Other Non-Same Store Facilities36,65236,2551.1%36,25535,6871.6%
1,061,950980,2098.3%980,209852,03015.0%
Net operating income (a):
Same Store Facilities2,625,5982,507,4184.7%2,507,4182,116,85018.5%
Acquired Facilities306,155217,50140.8%217,50173,769194.8%
Newly Developed and Expanded Facilities183,919163,19412.7%163,194108,22950.8%
Other Non-Same Store Facilities81,99177,7065.5%77,70652,68847.5%
Total net operating income3,197,6632,965,8197.8%2,965,8192,351,53626.1%
Depreciation and amortization expense:
Same Store Facilities528,121501,1395.4%501,139483,2193.7%
Acquired Facilities323,796280,87115.3%280,871131,998112.8%
Newly Developed and Expanded Facilities61,42154,11513.5%54,11547,54913.8%
Other Non-Same Store Facilities56,71852,0219.0%52,02150,6622.7%
Total depreciation and amortization expense970,056888,1469.2%888,146713,42824.5%
Net income (loss):
Same Store Facilities2,097,4772,006,2794.5%2,006,2791,633,63122.8%
Acquired Facilities(17,641)(63,370)(72.2)%(63,370)(58,229)8.8%
Newly Developed and Expanded Facilities122,498109,07912.3%109,07960,68079.8%
Other Non-Same Store Facilities25,27325,685(1.6)%25,6852,0261167.8%
Total net income$2,227,607$2,077,6737.2%$2,077,673$1,638,10826.8%
Number of facilities at period end:
Same Store Facilities2,3392,339%2,3392,339%
Acquired Facilities47030653.6%30623231.9%
Newly Developed and Expanded Facilities1451348.2%1341266.3%
Other Non-Same Store Facilities9090%9090%
3,0442,8696.1%2,8692,7872.9%
Net rentable square footage at period end:
Same Store Facilities154,874154,874%154,874154,874%
Acquired Facilities38,81626,63445.7%26,63421,83022.0%
Newly Developed and Expanded Facilities17,10115,36611.3%15,36614,2737.7%
Other Non-Same Store Facilities7,2807,343(0.9)%7,3437,342%
218,071204,2176.8%204,217198,3193.0%

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(a)Net operating income or “NOI” is a non-GAAP financial measure that excludes the impact of depreciation and amortization expense, which is based upon historical real estate costs and assumes that building values diminish ratably over time, while we believe that real estate values fluctuate due to market conditions. We utilize NOI in determining current property values, evaluating property performance, and evaluating property operating trends. We believe that investors and analysts utilize NOI in a similar manner. NOI is not a substitute for net income, operating cash flow, or other related financial measures, in evaluating our operating results. See Note 14 to our December 31, 2023 consolidated financial statements for a reconciliation of NOI to our total net income for all periods presented.

Same Store Facilities

The Same Store Facilities consist of facilities we have owned and operated on a stabilized level of occupancy, revenues, and cost of operations since January 1, 2021. The composition of our Same Store Facilities allows us more effectively to evaluate the ongoing performance of our self-storage portfolio in 2021, 2022, and 2023 and exclude the impact of fill-up of unstabilized facilities, which can significantly affect operating trends. We believe investors and analysts use Same Store Facilities information in a similar manner. However, because other REITs may not compute Same Store Facilities in the same manner as we do, may not use the same terminology or may not present such a measure, Same Store Facilities may not be comparable among REITs.

The following table summarizes the historical operating results (for all periods presented) of these 2,339 facilities (154.9 million net rentable square feet) that represent approximately 71% of the aggregate net rentable square feet of our U.S. consolidated self-storage portfolio at December 31, 2023. It includes various measures and detail that we do not include in the analysis of the developed, acquired, and other non-same store facilities, due to the relative magnitude and importance of the Same Store Facilities relative to our other self-storage facilities.

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Selected Operating Data for the Same Store Facilities (2,339 facilities)

Year Ended December 31,Year Ended December 31,
20232022Percentage Change20222021Percentage Change
(Dollar amounts in thousands, except for per square foot data)
Revenues (a):
Rental income$3,312,597$3,169,1324.5%$3,169,132$2,756,75215.0%
Late charges and administrative fees115,270104,69110.1%104,69184,84623.4%
Total revenues3,427,8673,273,8234.7%3,273,8232,841,59815.2%
Direct cost of operations (a):
Property taxes300,505290,6053.4%290,605279,1424.1%
On-site property manager payroll126,830123,3722.8%123,372118,0854.5%
Repairs and maintenance64,56560,3177.0%60,31754,35911.0%
Utilities44,77545,578(1.8)%45,57842,4177.5%
Marketing69,15847,86344.5%47,86341,44615.5%
Other direct property costs90,99083,6158.8%83,61575,95910.1%
Total direct cost of operations696,823651,3507.0%651,350611,4086.5%
Direct net operating income (b)2,731,0442,622,4734.1%2,622,4732,230,19017.6%
Indirect cost of operations (a):
Supervisory payroll(33,846)(36,327)(6.8)%(36,327)(38,487)(5.6)%
Centralized management costs(60,861)(64,053)(5.0)%(64,053)(57,021)12.3%
Share-based compensation(10,739)(14,675)(26.8)%(14,675)(17,832)(17.7)%
Net operating income2,625,5982,507,4184.7%2,507,4182,116,85018.5%
Depreciation and amortization expense(528,121)(501,139)5.4%(501,139)(483,219)3.7%
Net income$2,097,477$2,006,2794.5%$2,006,279$1,633,63122.8%
Gross margin (before indirect costs, depreciation and amortization expense)79.7%80.1%(0.5)%80.1%78.5%2.0%
Gross margin (before depreciation and amortization expense)76.6%76.6%—%76.6%74.5%2.8%
Weighted average for the period:
Square foot occupancy93.3%94.8%(1.6)%94.8%96.2%(1.5)%
Realized annual rental income per (c):
Occupied square foot$22.93$21.586.3%$21.58$18.4916.7%
Available square foot$21.38$20.454.5%$20.45$17.7915.0%
At December 31:
Square foot occupancy91.6%92.3%(0.8)%92.3%94.7%(2.5)%
Annual contract rent per occupied square foot (d)$23.04$22.880.7%$22.88$19.8115.5%

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(a)Revenues and cost of operations do not include tenant reinsurance and merchandise sale revenues and expenses generated at the facilities. See “Ancillary Operations” below for more information.

(b)Direct net operating income (“Direct NOI”), a subtotal within NOI, is a non-GAAP financial measure that excludes the impact of supervisory payroll, centralized management costs, and share-based compensation in addition to depreciation and amortization expense. We utilize direct net operating income in evaluating property performance and in evaluating property operating trends as compared to our competitors.

(c)Realized annual rent per occupied square foot is computed by dividing rental income, before late charges and administrative fees, by the weighted average occupied square feet for the period. Realized annual rent per available square foot (“REVPAF”) is computed by dividing rental income, before late charges and administrative fees, by the total available net rentable square feet for the period. These measures exclude late charges and administrative fees in order to provide a better measure of our ongoing level of revenue. Late charges are dependent upon the level of delinquency, and administrative fees are dependent upon the level of move-ins. In addition, the rates charged for late charges and administrative fees can vary independently from rental rates. These measures take into consideration promotional discounts, which reduce rental income.

(d)Annual contract rent represents the agreed upon monthly rate that is paid by our tenants in place at the time of measurement. Contract rates are initially set in the lease agreement upon move-in, and we adjust them from time to time with notice. Contract rent excludes other fees that are charged on a per-item basis, such as late charges and administrative fees, does not reflect the impact of promotional discounts, and does not reflect the impact of rents that are written off as uncollectible.

Analysis of Same Store Revenue

We believe a balanced occupancy and rate strategy maximizes our revenues over time. We regularly adjust rental rates and promotional discounts offered (generally, “$1.00 rent for the first month”), as well as our marketing efforts to maximize revenue from new tenants to replace tenants that vacate.

We typically increase rental rates to our long-term tenants (generally, those who have been with us for at least a year) every six to twelve months. As a result, the number of long-term tenants we have in our facilities is an important factor in our revenue growth. The level of rate increases to long-term tenants is based upon evaluating the additional revenue from the increase against the negative impact of incremental move-outs, by considering customers’ in-place rent and prevailing market rents, among other factors.

Revenues generated by our Same Store Facilities increased 4.7% and 15.2% in 2023 and 2022, respectively, in each case as compared to the previous year. The increase in 2023 is due primarily to (i) a 6.3% increase in realized annual rent per occupied square foot for 2023 as compared to 2022, partially offset by (ii) a 1.6% decrease in average occupancy for 2023 as compared to 2022. The increase in 2022 is due primarily to (i) a 16.7% increase in realized annual rent per occupied square foot for 2022 as compared to 2021, partially offset by (ii) a 1.5% decrease in average occupancy for 2022 as compared to 2021.

The increase in realized annual rent per occupied square foot in 2023 as compared to 2022 was due to cumulative rate increases to existing long-term tenants over the past twelve months, partially offset by a 13.9% decrease in average rates per square foot charged to new tenants moving in who replaced tenants moving out with higher rental rates. The growth rate in realized annual rent per occupied square foot has decelerated since the second half of 2022 from lower move-in rates and increased promotion discounts offered in order to replace tenants that vacate. At December 31, 2023, annual contract rent per occupied square foot was 0.7% higher as compared to December 31, 2022.

Occupancy levels have gradually declined since the second half of 2022 and are returning to 2019 levels as move-out activity increased and customer demand softened. The weighted average square foot occupancy for our Same Store Facilities was 93.3% for 2023, representing a decrease of 1.6%, as compared to 2022. During 2023, we lowered move-in rental rates and increased promotional activity and advertising spending to increase move-in activity at our facilities, which led to a year-over-year 8.8% increase in move-in volumes that more than offset the year-over-year 5.9% increase in move-out volumes. Move-in volumes net of move-out volumes were higher in 2023 as compared to 2022, which reduced the year-over-year decline in occupancy levels between December 31, 2022 and December 31, 2023.

Move-out activities from our tenants were higher in 2023 as compared to 2022, returning to 2019 levels, which were not impacted by the COVID-19 pandemic. Average length of stay of our tenants remained at similar high levels in 2023 as compared to 2022, which supported our revenue growth by contributing to the number of tenants eligible for rental rate increases.

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Demand in the summer months of 2023 was impacted by the lower home-moving activities due to limited housing market transaction volumes leading to less seasonality than we typically experience. Typical seasonal demand patterns returned in the second half of 2023 with decreased demand during the fall and winter months. Demand fluctuates due to various local and regional factors, including the overall economy. Demand for our facilities is also impacted by new supply of self-storage space and alternatives to self-storage.

Industry-wide demand from new customers for storage space at the beginning of 2024 is below the level at the beginning of 2023. We will mitigate this lower demand by continuing to support new customer move-ins with increased marketing expense, lower rental rates to new customers, and increased promotional discounting. We expect industry-wide demand from new customers to stabilize during the year due to improving macroeconomic conditions. We also anticipate fewer completions of new self-storage facilities nationally, reducing the competitive impact of new supply on customer acquisition. As a result of stabilizing new customer demand during the year, stable existing customer behavior, and lower impact from new competitive supply, we anticipate same store revenues in 2024 will be similar to those earned in 2023.

Late Charges and Administrative Fees

Late charges and administrative fees increased 10.1% and 23.4% in 2023 and 2022, in each case as compared to the previous year. The increase in 2023 is due to (i) higher late charges collected on delinquent accounts driven by more delinquent accounts and to a lesser extent (ii) higher administrative fees resulting from higher move-in volumes. The increase in 2022 is due to (i) higher late charges collected on delinquent accounts driven by more delinquent accounts compared to 2021 and to a lesser extent (ii) higher administrative fees charged per move-in combined with higher move-in volumes. Delinquency levels at our Same Store Facilities remain below 2019 levels at December 31, 2023.

Selected Key Statistical Data

The following table sets forth average annual contract rent per square foot and total square footage for tenants moving in and moving out during the years ended December 31, 2023, 2022, and 2021. It also includes promotional discounts, which vary based upon the move-in contractual rates, move-in volume, and percentage of tenants moving in who receive the discount.

Year Ended December 31,Year Ended December 31,
20232022Change20222021Change
(Amounts in thousands, except for per square foot amounts)
Tenants moving in during the period:
Average annual contract rent per square foot$15.61$18.12(13.9)%$18.12$17.086.1%
Square footage110,958101,9568.8%101,95697,4874.6%
Contract rents gained from move-ins$1,732,054$1,847,443(6.2)%$1,847,443$1,665,07811.0%
Promotional discounts given$57,778$52,11410.9%$52,114$43,43320.0%
Tenants moving out during the period:
Average annual contract rent per square foot$21.34$20.633.4%$20.63$17.4718.1%
Square footage111,882105,6635.9%105,66396,2349.8%
Contract rents lost from move-outs$2,387,562$2,179,8289.5%$2,179,828$1,681,20829.7%

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Analysis of Same Store Cost of Operations

Cost of operations (excluding depreciation and amortization) increased 4.7% and 5.7% in 2023 and 2022, respectively, in each case as compared to the previous year. The increase in 2023 is due primarily to increased property tax expense, marketing expense, and other direct property costs, while the increase in 2022 is due primarily to increased property tax expense, marketing expense, other direct property costs, and centralized management costs.

Property tax expense increased 3.4% and 4.1% in 2023 and 2022, respectively, in each case as compared to the previous year, as a result of higher assessed values.

Marketing expense includes Internet advertising and the operating costs of our telephone reservation center. Internet advertising expense, comprising keyword search fees assessed on a “per click” basis, varies based upon demand for self-storage space, the quantity of people inquiring about self-storage through online search, occupancy levels, the number and aggressiveness of bidding competitors, and other factors. These factors are volatile; accordingly, Internet advertising can increase or decrease significantly in the short-term. We increased marketing expense by 44.5% and 15.5% in 2023 and 2022, respectively, in each case as compared to the previous year, by utilizing a higher volume of online paid search programs to attract new tenants. We plan to continue to use internet advertising and other advertising channels to support move-in volumes in 2024.

Other direct property costs include administrative expenses specific to each self-storage facility, such as property loss, telephone and data communication lines, business license costs, bank charges related to processing the facilities’ cash receipts, tenant mailings, credit card fees, eviction costs, and the cost of operating each property’s rental office. These costs increased 8.8% in 2023 as compared to 2022 and 10.1% in 2022 as compared to 2021. These increases were due primarily to an increase in credit card fees as a result of year-over-year increases in revenues, combined with a long-term trend of more customers paying with credit cards rather than cash, checks, or other methods of payment with lower transaction costs.

Centralized management costs represents administrative and cash compensation expenses for shared general corporate functions to the extent their efforts are devoted to self-storage operations. Such functions include information technology support, hardware, and software, as well as centralized administration of payroll, benefits, training, repairs and maintenance, customer service, pricing and marketing, operational accounting and finance, legal costs, and costs from field management executives. Centralized management costs decreased 5.0% in 2023 as compared to 2022 and increased 12.3% in 2022 as compared to 2021. The decrease in 2023 was primarily driven by achievement of economies of scale from recent acquisitions with centralized management costs allocated over a broader number of self-storage facilities including non-same store facilities. The increase in 2022 was due primarily to an increase in technology and data team costs that support property operations.

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Analysis of Market Trends

The following tables set forth selected market trends in our Same Store Facilities:

Same Store Facilities Operating Trends by Market

As of December 31, 2023Year Ended December 31,
Number of FacilitiesSquare Feet (millions)Realized Rent per Occupied Square FootAverage OccupancyRealized Rent per Available Square Foot
20232022Change20232022Change20232022Change
Los Angeles21415.5$35.92$32.4010.9%95.4%96.9%(1.5)%$34.28$31.389.2%
San Francisco1297.932.4131.283.6%94.4%95.2%(0.8)%30.5929.782.7%
New York926.832.1330.515.3%93.3%94.3%(1.1)%29.9928.784.2%
Miami866.230.1028.097.2%93.6%95.6%(2.1)%28.1626.864.8%
Seattle-Tacoma896.026.0525.064.0%92.6%94.1%(1.6)%24.1123.572.3%
Washington DC905.526.5525.424.4%92.7%93.4%(0.7)%24.6023.743.6%
Dallas-Ft. Worth1117.618.4917.167.8%92.2%94.4%(2.3)%17.0516.215.2%
Chicago1308.220.2419.275.0%93.0%93.6%(0.6)%18.8318.044.4%
Atlanta1026.718.0117.264.3%90.9%93.7%(3.0)%16.3716.181.2%
Houston1017.516.9915.797.6%92.0%93.5%(1.6)%15.6214.775.8%
Orlando-Daytona694.419.6517.969.4%93.3%95.9%(2.7)%18.3417.226.5%
Philadelphia563.521.4820.922.7%93.0%94.4%(1.5)%19.9919.751.2%
West Palm Beach392.826.4525.015.8%93.6%95.8%(2.3)%24.7523.963.3%
Tampa533.519.9718.875.8%91.9%95.1%(3.4)%18.3517.942.3%
Charlotte523.916.1314.997.6%93.0%95.0%(2.1)%15.0014.245.3%
All other markets92658.918.6817.775.1%93.3%94.7%(1.5)%17.4316.833.6%
Totals2,339154.9$22.93$21.586.3%93.3%94.8%(1.6)%$21.38$20.454.5%

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Same Store Facilities Operating Trends by Market (Continued)

Year Ended December 31,
Revenues ($000's)Direct Expenses ($000's)Indirect Expenses ($000's)Net Operating Income ($000's)
20232022Change20232022Change20232022Change20232022Change
Los Angeles$544,762$498,0619.4%$71,101$64,05211.0%$10,876$11,814(7.9)%$462,785$422,1959.6%
San Francisco246,744240,0982.8%38,24535,4018.0%5,9366,680(11.1)%202,563198,0172.3%
New York208,547199,7494.4%50,18347,1896.3%4,7715,566(14.3)%153,593146,9944.5%
Miami179,868170,9615.2%34,24330,38412.7%4,0234,211(4.5)%141,602136,3663.8%
Seattle-Tacoma149,262145,9242.3%26,99624,7109.3%3,8314,097(6.5)%118,435117,1171.1%
Washington DC140,686135,4833.8%28,92327,8503.9%4,0294,140(2.7)%107,734103,4934.1%
Dallas-Ft. Worth135,451128,4685.4%29,18928,7711.5%4,5634,844(5.8)%101,69994,8537.2%
Chicago159,959152,8594.6%60,44857,2855.5%5,5125,956(7.5)%93,99989,6184.9%
Atlanta115,727113,8631.6%23,41022,4744.2%4,4794,795(6.6)%87,83886,5941.4%
Houston121,981115,1425.9%31,62031,5340.3%4,2624,637(8.1)%86,09978,9719.0%
Orlando-Daytona83,77478,6226.6%16,42914,88310.4%3,1723,487(9.0)%64,17360,2526.5%
Philadelphia73,61172,5971.4%15,87415,6851.2%2,4892,717(8.4)%55,24854,1951.9%
West Palm Beach71,44169,1223.4%15,55113,84712.3%1,9822,022(2.0)%53,90853,2531.2%
Tampa66,99665,3972.4%15,09713,57411.2%2,3522,478(5.1)%49,54749,3450.4%
Charlotte61,70558,4245.6%11,2469,75215.3%2,0732,413(14.1)%48,38646,2594.6%
All other markets1,067,3531,029,0533.7%228,268213,9596.7%41,09645,198(9.1)%797,989769,8963.6%
Totals$3,427,867$3,273,8234.7%$696,823$651,3507.0%$105,446$115,055(8.4)%$2,625,598$2,507,4184.7%

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Same Store Facilities Operating Trends by Market (Continued)

As of December 31, 2023Year Ended December 31,
Number of FacilitiesSquare Feet (millions)Realized Rent per Occupied Square FootAverage OccupancyRealized Rent per Available Square Foot
20222021Change20222021Change20222021Change
Los Angeles21415.5$32.40$27.1719.2%96.9%98.1%(1.2)%$31.38$26.6617.7%
San Francisco1297.931.2827.9312.0%95.2%97.2%(2.1)%29.7827.139.8%
New York926.830.5127.2512.0%94.3%96.1%(1.9)%28.7826.209.8%
Miami866.228.0922.3725.6%95.6%97.0%(1.4)%26.8621.7023.8%
Seattle-Tacoma896.025.0621.8414.7%94.1%95.2%(1.2)%23.5720.7913.4%
Washington DC905.525.4222.6512.2%93.4%95.3%(2.0)%23.7421.5810.0%
Dallas-Ft. Worth1117.617.1614.5118.3%94.4%95.6%(1.3)%16.2113.8617.0%
Chicago1308.219.2716.6116.0%93.6%95.7%(2.2)%18.0415.9013.5%
Atlanta1026.717.2614.3520.3%93.7%96.0%(2.4)%16.1813.7817.4%
Houston1017.515.7913.3818.0%93.5%94.2%(0.7)%14.7712.6117.1%
Orlando-Daytona694.417.9614.8720.8%95.9%95.7%0.2%17.2214.2321.0%
Philadelphia563.520.9218.5512.8%94.4%97.1%(2.8)%19.7518.029.6%
West Palm Beach392.825.0120.8020.2%95.8%96.9%(1.1)%23.9620.1518.9%
Tampa533.518.8715.4921.8%95.1%96.2%(1.1)%17.9414.9020.4%
Charlotte523.914.9912.4120.8%95.0%95.9%(0.9)%14.2411.9019.7%
All other markets92658.917.7715.3415.8%94.7%96.1%(1.5)%16.8314.7414.2%
Totals2,339154.9$21.58$18.4916.7%94.8%96.2%(1.5)%$20.45$17.7915.0%

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Same Store Facilities Operating Trends by Market (Continued)

Year Ended December 31,
Revenues ($000's)Direct Expenses ($000's)Indirect Expenses ($000's)Net Operating Income ($000's)
20222021Change20222021Change20222021Change20222021Change
Los Angeles$498,061$422,05018.0%$64,052$59,7517.2%$11,814$11,1386.1%$422,195$351,16120.2%
San Francisco240,098218,10510.1%35,40134,1843.6%6,6806,847(2.4)%198,017177,07411.8%
New York199,749181,7419.9%47,18944,8905.1%5,5665,705(2.4)%146,994131,14612.1%
Miami170,961138,18423.7%30,38427,9488.7%4,2114,405(4.4)%136,366105,83128.9%
Seattle-Tacoma145,924128,51713.5%24,71023,6844.3%4,0974,271(4.1)%117,117100,56216.5%
Washington DC135,483122,90210.2%27,85026,5315.0%4,1404,0791.5%103,49392,29212.1%
Dallas-Ft. Worth128,468109,60717.2%28,77126,5988.2%4,8444,972(2.6)%94,85378,03721.5%
Chicago152,859134,39213.7%57,28552,4159.3%5,9565,8342.1%89,61876,14317.7%
Atlanta113,86396,69817.8%22,47419,23616.8%4,7954,923(2.6)%86,59472,53919.4%
Houston115,14297,86817.7%31,53430,1794.5%4,6374,770(2.8)%78,97162,91925.5%
Orlando-Daytona78,62264,98221.0%14,88313,5439.9%3,4873,2846.2%60,25248,15525.1%
Philadelphia72,59766,00010.0%15,68515,1053.8%2,7172,730(0.5)%54,19548,16512.5%
West Palm Beach69,12258,02119.1%13,84712,21813.3%2,0222,119(4.6)%53,25343,68421.9%
Tampa65,39754,28920.5%13,57412,25910.7%2,4782,495(0.7)%49,34539,53524.8%
Charlotte58,42448,73519.9%9,7529,4603.1%2,4132,2895.4%46,25936,98625.1%
All other markets1,029,053899,50714.4%213,959203,4075.2%45,19843,4794.0%769,896652,62118.0%
Totals$3,273,823$2,841,59815.2%$651,350$611,4086.5%$115,055$113,3401.5%$2,507,418$2,116,85018.5%

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Acquired Facilities

The Acquired Facilities represent 470 facilities that we acquired in 2021, 2022, and 2023. As a result of the stabilization process and timing of when these facilities were acquired, year-over-year changes can be significant. The following table summarizes operating data with respect to the Acquired Facilities:

ACQUIRED FACILITIESYear Ended December 31,Year Ended December 31,
20232022Change (a)20222021Change (a)
($ amounts in thousands, except for per square foot amounts)
Revenues (b):
2021 Acquisitions$345,061$312,300$32,761$312,300$106,474$205,826
2022 Acquisitions50,10514,94535,16014,94514,945
2023 Acquisitions55,48755,487
Total revenues450,653327,245123,408327,245106,474220,771
Cost of operations (b):
2021 Acquisitions104,665101,8592,806101,85932,70569,154
2022 Acquisitions19,9117,88512,0267,8857,885
2023 Acquisitions19,92219,922
Total cost of operations144,498109,74434,754109,74432,70577,039
Net operating income:
2021 Acquisitions240,396210,44129,955210,44173,769136,672
2022 Acquisitions30,1947,06023,1347,0607,060
2023 Acquisitions35,56535,565
Net operating income306,155217,50188,654217,50173,769143,732
Depreciation and amortization expense(323,796)(280,871)(42,925)(280,871)(131,998)(148,873)
Net (loss) income$(17,641)$(63,370)$45,729$(63,370)$(58,229)$(5,141)
At December 31:
Square foot occupancy:
2021 Acquisitions81.5%83.1%(1.9)%83.1%79.9%4.0%
2022 Acquisitions82.2%79.4%3.5%79.4%—%—%
2023 Acquisitions83.1%—%—%—%—%—%
82.1%82.5%(0.5)%82.5%79.9%3.3%
Annual contract rent per occupied square foot:
2021 Acquisitions$18.72$17.815.1%$17.81$15.6214.0%
2022 Acquisitions13.0611.4813.8%11.48—%
2023 Acquisitions16.78—%—%
$17.41$16.734.1%$16.73$15.627.1%
Number of facilities:
2021 Acquisitions232232232232
2022 Acquisitions74747474
2023 Acquisitions164164
47030616430623274
Net rentable square feet (in thousands):
2021 Acquisitions (c)22,00921,90810121,90821,83078
2022 Acquisitions4,7404,726144,7264,726
2023 Acquisitions12,06712,067
38,81626,63412,18226,63421,8304,804

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ACQUIRED FACILITIES (Continued)

As of December 31, 2023
Costs to acquire (in thousands):
2021 Acquisitions (c)$5,115,276
2022 Acquisitions730,957
2023 Acquisitions (d)2,674,840
$8,521,073

(a)Represents the percentage change with respect to square foot occupancy and annual contract rent per occupied square foot, and the absolute nominal change with respect to all other items.

(b)Revenues and cost of operations do not include tenant reinsurance and merchandise sale revenues and expenses generated at the facilities. See “Ancillary Operations” below for more information.

(c)We have completed the expansion projects on facilities acquired in 2021 for $26.9 million, adding 179,000 net rentable square feet of storage space as of December 31, 2023.

(d)The amount includes the costs allocated to land, buildings and intangible assets associated with the 127 self-storage facilities from the Simply Acquisition.

We have been active in acquiring facilities in recent years. Since the beginning of 2021, we acquired a total of 470 facilities with 38.8 million net rentable square feet for $8.5 billion. During 2023, these facilities contributed net operating income of $306.2 million, consistent with our original underwritten expectations.

During 2023, we acquired BREIT Simply Storage LLC, a self-storage company that owns and operates 127 self-storage facilities (9.4 million square feet) and manages 25 self-storage facilities (1.8 million square feet) for third parties, for a purchase price of $2.2 billion in cash. Included in the 2023 Acquisition results in the table above are the Simply portfolio self-storage revenues of $44.4 million, NOI of $29.4 million (including Direct NOI of $31.2 million), and average square footage occupancy of 87.7% for 2023 since the acquisition on September 13, 2023.

During 2021, we acquired the ezStorage portfolio, consisting of 48 properties (4.1 million net rentable square feet) for acquisition cost of $1.8 billion. As of December 31, 2023, we have completed the expansion projects on four properties of this portfolio for $26.5 million, adding 169,000 net rentable square feet of storage space. Included in the 2021 Acquisition results in the table above are ezStorage portfolio revenues of $105.1 million, NOI of $82.2 million (including Direct NOI of $84.5 million), and average square footage occupancy of 86.3% for 2023.

During 2021, we acquired the All Storage portfolio, consisting of 56 properties (7.5 million net rentable square feet) for $1.5 billion. Included in the 2021 Acquisition results in the table above are All Storage portfolio revenues of $89.1 million, NOI of $59.0 million (including Direct NOI of $61.8 million), and average square footage occupancy of 77.9% for 2023.

We remain active in seeking to acquire additional self-storage facilities. Future acquisition volume is likely to be impacted by increasing cost of capital requirements and overall macro-economic uncertainties.

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Developed and Expanded Facilities

The developed and expanded facilities include 57 facilities that were developed on new sites since January 1, 2018, and 88 facilities expanded to increase their net rentable square footage. Of these expansions, 61 were completed before 2022, 22 were completed in 2022 or 2023, and five are currently in process at December 31, 2023. The following table summarizes operating data with respect to the Developed and Expanded Facilities:

DEVELOPED AND EXPANDED FACILITIES
Year Ended December 31,Year Ended December 31,
20232022Change (a)20222021Change (a)
($ amounts in thousands, except for per square foot amounts)
Revenues (b):
Developed in 2018$40,206$36,789$3,417$36,789$28,308$8,481
Developed in 201918,08116,4441,63716,44411,9214,523
Developed in 20207,6216,8387836,8383,4053,433
Developed in 202111,1348,3332,8018,3331,6026,731
Developed in 20226,8936876,206687687
Developed in 20231,0321,032
Expansions completed before 2022138,629127,29011,339127,29088,16839,122
Expansions completed in 2022 or 202327,69820,9146,78420,91420,400514
Expansions in process11,15613,704(2,548)13,70413,315389
Total revenues262,450230,99931,451230,999167,11963,880
Cost of operations (b):
Developed in 201811,66210,74292010,7429,983759
Developed in 20195,6085,622(14)5,6225,240382
Developed in 20201,8841,7021821,7021,67923
Developed in 20213,8493,5393103,5391,5461,993
Developed in 20223,5637382,825738738
Developed in 20231,6381,638
Expansions completed before 202238,88537,5021,38337,50232,9454,557
Expansions completed in 2022 or 20239,6445,8053,8395,8055,370435
Expansions in process1,7982,155(357)2,1552,12728
Total cost of operations78,53167,80510,72667,80558,8908,915
Net operating income (loss):
Developed in 201828,54426,0472,49726,04718,3257,722
Developed in 201912,47310,8221,65110,8226,6814,141
Developed in 20205,7375,1366015,1361,7263,410
Developed in 20217,2854,7942,4914,794564,738
Developed in 20223,330(51)3,381(51)(51)
Developed in 2023(606)(606)
Expansions completed before 202299,74489,7889,95689,78855,22334,565
Expansions completed in 2022 or 202318,05415,1092,94515,10915,03079
Expansions in process9,35811,549(2,191)11,54911,188361
Net operating income183,919163,19420,725163,194108,22954,965
Depreciation and amortization expense(61,421)(54,115)(7,306)(54,115)(47,549)(6,566)
Net income$122,498$109,079$13,419$109,079$60,680$48,399

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DEVELOPED AND EXPANDED FACILITIES (Continued)
As of December 31,As of December 31,
20232022Change (a)20222021Change (a)
($ amounts in thousands, except for per square foot amounts)
Square foot occupancy:
Developed in 201886.7%87.5%(0.9)%87.5%88.6%(1.2)%
Developed in 201984.6%87.3%(3.1)%87.3%87.3%—%
Developed in 202089.4%94.3%(5.2)%94.3%88.9%6.1%
Developed in 202181.5%82.4%(1.1)%82.4%48.8%68.9%
Developed in 202277.7%43.6%78.2%43.6%—%—%
Developed in 202327.9%—%—%—%—%—%
Expansions completed before 202286.4%87.0%(0.7)%87.0%85.0%2.4%
Expansions completed in 2022 or 202370.4%71.4%(1.4)%71.4%84.8%(15.8)%
Expansions in process63.4%86.2%(26.5)%86.2%96.5%(10.7)%
79.3%83.4%(4.9)%83.4%84.4%(1.2)%
Annual contract rent per occupied square foot:
Developed in 2018$21.32$20.842.3%$20.84$17.0822.0%
Developed in 201918.8318.193.5%18.1914.5824.8%
Developed in 202022.7321.754.5%21.7517.6723.1%
Developed in 202119.7818.049.6%18.0415.4117.1%
Developed in 202216.2013.8417.1%13.84—%
Developed in 20239.61—%—%
Expansions completed before 202218.3617.892.6%17.8914.9219.9%
Expansions completed in 2022 or 202318.8818.720.9%18.7218.192.9%
Expansions in process28.6630.93(7.3)%30.9328.299.3%
$18.67$18.371.6%$18.37$15.6517.4%
Number of facilities:
Developed in 201818181818
Developed in 201911111111
Developed in 20203333
Developed in 20216666
Developed in 20228888
Developed in 20231111
Expansions completed before 202261616161
Expansions completed in 2022 or 202322222222
Expansions in process5555
145134111341268
Net rentable square feet (in thousands):
Developed in 20182,0692,0692,0692,069
Developed in 20191,0571,0571,0571,057
Developed in 2020347347347347
Developed in 2021681681681681
Developed in 2022631631631631
Developed in 20231,0981,098
Expansions completed before 20228,3908,38288,3828,413(31)
Expansions completed in 2022 or 20232,3531,7715821,7711,216555
Expansions in process47542847428490(62)
17,10115,3661,73515,36614,2731,093

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As of December 31, 2023
Costs to develop (in thousands):
Developed in 2018$262,187
Developed in 2019150,387
Developed in 202042,063
Developed in 2021115,632
Developed in 2022100,089
Developed in 2023193,766
Expansions completed before 2022 (c)506,594
Expansions completed in 2022 or 2023 (c)268,449
$1,639,167

(a)Represents the percentage change with respect to square foot occupancy and annual contract rent per occupied square foot, and the absolute nominal change with respect to all other items.

(b)Revenues and cost of operations do not include tenant reinsurance and merchandise sales generated at the facilities. See “Ancillary Operations” below for more information.

(c)These amounts only include the direct cost incurred to expand and renovate these facilities, and do not include (i) the original cost to develop or acquire the facility or (ii) the lost revenue on space demolished during the construction and fill-up period.

Our Developed and Expanded Facilities includes a total of 145 self-storage facilities of 17.1 million net rentable square feet. For development and expansions completed by December 31, 2023, we incurred a total cost of $1.6 billion. During 2023, Developed and Expanded Facilities contributed net operating income of $183.9 million.

It typically takes at least three to four years for a newly developed or expanded self-storage facility to stabilize with respect to revenues. Physical occupancy can be achieved as early as two to three years following completion of the development or expansion through offering lower rental rates during fill-up. As a result, even after achieving high occupancy, there can still be a period of elevated revenue growth as the tenant base matures and higher rental rates are achieved.

We believe that our development and redevelopment activities generate favorable risk-adjusted returns over the long run. However, in the short run, our earnings are diluted during the construction and stabilization period due to the cost of capital to fund the development cost, the related construction and development overhead expenses included in general and administrative expense, and the net operating loss from newly developed facilities undergoing fill-up.

We typically underwrite new developments to stabilize at approximately an 8.0% NOI yield on cost. Our developed facilities have thus far leased up as expected and are at various stages of their revenue stabilization periods. The actual annualized yields that we may achieve on these facilities upon stabilization will depend on many factors, including local and current market conditions in the vicinity of each property and the level of new and existing supply.

The facilities under “expansions completed” represent those facilities where the expansions have been completed at December 31, 2023. We incurred a total of $775.0 million in direct cost to expand these facilities, demolished a total of 1.3 million net rentable square feet of storage space, and built a total of 6.8 million net rentable square feet of new storage space.

At December 31, 2023, we had 23 additional facilities in development, which will have a total of 2.3 million net rentable square feet of storage space and have an aggregate development cost totaling approximately $461.4 million. We expect these facilities to open over the next 18 to 24 months.

The facilities under “expansion in process” represent those facilities where construction is in process at December 31, 2023, and together with additional future expansion activities primarily related to our Same Store Facilities at December 31, 2023, we expect to add a total of 1.3 million net rentable square feet of storage space by expanding existing self-storage facilities for an aggregate direct development cost of $304.8 million.

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Other Non-Same Store Facilities

The “Other Non-Same Store Facilities” represent facilities which, while not newly acquired, developed, or expanded, are not fully stabilized since January 1, 2021, including facilities undergoing fill-up as well as facilities damaged in casualty events such as hurricanes, floods, and fires.

The Other Non-Same Store Facilities have an aggregate of 7.3 million net rentable square feet, including 1.3 million in Texas, 0.5 million in Pennsylvania, 0.4 million in each of California, Florida, Illinois, Michigan, Minnesota, Ohio, and Washington, 0.3 million in each of Arizona, Georgia, and South Carolina, 0.2 million in each of Alabama, Colorado, Missouri, and Virginia, and 1.0 million in other states.

During 2023, 2022, and 2021, the average occupancy for these facilities totaled 88.1%, 90.2%, and 84.8%, respectively, and the realized rent per occupied square foot totaled $18.51, $17.10, and $13.96, respectively.

Depreciation and amortization expense

Depreciation and amortization expense for Self-Storage Operations increased $81.9 million in 2023 as compared to 2022 and increased $174.7 million in 2022 as compared to 2021, due to elevated levels of capital expenditures and new facilities that are recently acquired and developed. We expect continued increases in depreciation expense in 2024 as a result of elevated levels of capital expenditures and new facilities that are acquired, developed or expanded in 2024.

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The following discussion and analysis of the components of net income, including Ancillary Operations and certain items not allocated to segments, present a comparison for the year ended December 31, 2023 to the year ended December 31, 2022. The results of these components for the years ended December 31, 2022 compared to December 31, 2021 was included in our Annual Report on Form 10-K for the year ended December 31, 2022 on page 22, under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which was filed with the SEC on February 21, 2023.

Ancillary Operations

Ancillary revenues and expenses include amounts associated with the reinsurance of policies against losses to goods stored by tenants in our self-storage facilities, sale of merchandise at our self-storage facilities, and management of property owned by unrelated third parties. The following table sets forth our ancillary operations:

Year Ended December 31,
20232022Change
(Amounts in thousands)
Revenues:
Tenant reinsurance premiums$203,503$188,201$15,302
Merchandise27,51128,303(792)
Third party property management27,06319,6317,432
Total revenues258,077236,13521,942
Cost of operations:
Tenant reinsurance42,36636,8305,536
Merchandise17,13717,11324
Third party property management26,49318,7557,738
Total cost of operations85,99672,69813,298
Net operating income:
Tenant reinsurance161,137151,3719,766
Merchandise10,37411,190(816)
Third party property management570876(306)
Total net operating income$172,081$163,437$8,644

Tenant reinsurance operations: Tenant reinsurance premium revenue increased $15.3 million or 8.1% in 2023 over 2022, as a result of an increase in our tenant base with respect to acquired, newly developed, and expanded facilities and the third party properties we manage, as well as the increase of tenant insurance participation at our same store facilities. Tenant reinsurance premium revenue generated from tenants at our Same-Store Facilities were $149.8 million and $144.4 million in 2023 and 2022, respectively, representing a 3.7% year over year increase in 2023.

We expect future growth will come primarily from customers of newly acquired and developed facilities and the increase of tenant insurance participation at our same store facilities.

Cost of operations primarily includes claims paid as well as claims adjustment expenses. Claims expenses vary based upon the number of insured tenants and the volume of events that drive covered customer losses, such as burglary, as well as catastrophic weather events affecting multiple properties such as hurricanes and floods. Tenant reinsurance cost of operations increased $5.5 million in 2023, as compared to 2022, primarily due to increased claim expenses related to burglary events.

Third-party property management: At December 31, 2023, in our third-party property management program, we managed 210 facilities for unrelated third parties, and were under contract to manage 114 additional facilities including 105 facilities that are currently under construction. During 2023, we added 152 facilities to the program (including 25 third-party facilities from the Simply Acquisition), acquired two facilities from the program, and had 18 properties exit the program. While we expect this business to increase in scope and size, we do not expect any significant changes in overall profitability of this business in the near term as we seek new properties to manage and are in the earlier stages of fill-up for newly managed properties.

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Analysis of items not allocated to segments

Equity in earnings of unconsolidated real estate entities

We account for the equity investments in Shurgard and PSB (prior to the sale of our investment in PSB) using the equity method and record our pro-rata share of the net income of these entities. The following table, and the discussion below, sets forth our equity in earnings of unconsolidated real estate entities:

Year Ended December 31,
20232022Change
(Amounts in thousands)
Equity in earnings:
Shurgard$27,897$26,385$1,512
PSB80,596(80,596)
Total equity in earnings$27,897$106,981$(79,084)

Investment in Shurgard: For purposes of recording our equity in earnings from Shurgard, the Euro was translated at exchange rates of approximately 1.104 U.S. Dollars per Euro at December 31, 2023 (1.070 at December 31, 2022), and average exchange rates of 1.081 for 2023 and 1.054 for 2022.

Included in our equity earnings from Shurgard for the year ended December 31, 2022 is our equity share of gains on sale of real estate totaling $3.5 million (none for 2023). Also included were $36.8 million and $33.4 million of our share of depreciation and amortization expense for 2023 and 2022, respectively.

Investment in PSB: On July 20, 2022, in connection with the closing of the merger of PSB with affiliates of Blackstone Real Estate, we completed the sale of our 41% common equity interest in PSB in its entirety. At the close of the merger transaction, we received a total of $2.7 billion of cash proceeds and recognized a gain of $2.1 billion during the third quarter of 2022.

Included in our equity earnings from PSB for 2022 is our equity share of gains on sale of real estate totaling $49.1 million. Our equity share of earnings from PSB contributed $57.7 million to Core FFO in 2022. Since the sale of PSB in July 2022, we no longer recognize equity in earnings from PSB.

Real estate acquisition and development expense: In 2023, 2022 and 2021, we incurred a total of $26.5 million, $28.7 million, and $12.9 million, respectively, of internal and external expenses related to our acquisition and development of real estate facilities. These amounts are net of $18.0 million, $17.4 million and $14.6 million in 2023, 2022 and 2021, respectively, in development costs that were capitalized to newly developed and redeveloped self-storage facilities. During 2023 and 2022, we wrote off $11.7 million and $7.0 million, respectively, of accumulated development costs for cancelled development and redevelopment projects. During 2023, 2022 and 2021, we recognized a total of $1.2 million, $11.2 million, and $4.0 million, respectively, of share-based compensation expense related to real estate management personnel. The year-over-year changes in 2023 and 2022 were due primarily to the absence of comparable accelerated compensation expense recognized for awards granted to real estate management personnel who are eligible for immediate vesting of their outstanding awards upon retirement.

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General and administrative expense: The following table sets forth our general and administrative expense:

Year Ended December 31,Year Ended December 31,
20232022Change20222021Change
(Amounts in thousands)
Share-based compensation expense$25,399$26,661$(1,262)$26,661$33,729$(7,068)
Legal costs3,3044,014(710)4,0146,194(2,180)
Corporate management costs25,70821,8083,90021,80818,5943,214
Other costs26,22119,1897,03219,18917,4491,740
Total$80,632$71,672$8,960$71,672$75,966$(4,294)

General and administrative expense increased $9.0 million in 2023, as compared to 2022 due primarily to an increase in other costs driven by higher spending in IT applications and software development and costs incurred for our UPREIT reorganization and an increase in corporate management costs driven by higher payroll costs.

General and administrative expense decreased $4.3 million in 2022, as compared to 2021 due primarily to a decrease in share-based compensation expense driven by lower accelerated compensation expense recognized for awards granted to corporate management personnel who are eligible for immediate vesting of their outstanding awards upon retirement, partially offset by an increase in corporate management cost driven by higher payroll cost.

Interest and other income: The following table sets forth our interest and other income:

Year Ended December 31,
20232022Change
(Amounts in thousands)
Interest earned on cash balances$64,819$20,824$43,995
Commercial operations9,5319,846(315)
Unrealized gain on private equity investments2,8174,685(1,868)
Other8,4235,2123,211
Total$85,590$40,567$45,023

Interest earned on cash balances increased $44.0 million in 2023 over 2022 due primarily to higher average cash balances resulting from temporary cash held from the issuance of $2.2 billion unsecured senior notes on July 26, 2023 until the funding of the Simply Acquisition on September 13, 2023 and higher interest rates in the financial markets in 2023 as compared to 2022.

Interest expense: For 2023 and 2022, we incurred $210.4 million and $142.4 million, respectively, of interest on our outstanding notes payable. In determining interest expense, these amounts were offset by capitalized interest of $9.3 million and $6.0 million during 2023 and 2022, respectively, associated with our development activities. The increase of interest expense in 2023 as compared to 2022 is due to the issuance of $2.2 billion of notes payable in July 2023 and the increase of Compounded SOFR on our $700.0 million variable rate unsecured notes issued in April 2021, partially offset by the interest savings on the $500.0 million unsecured notes redeemed in August 2022. At December 31, 2023, we had $9.1 billion of notes payable outstanding, with a weighted average interest rate of approximately 3.1%.

Foreign currency exchange (loss) gain: For 2023, we recorded foreign currency losses of $51.2 million, representing primarily the changes in the U.S. Dollar equivalent of our Euro-denominated unsecured notes due to fluctuations in exchange rates (gains of $98.3 million for 2022). The Euro was translated at exchange rates of approximately 1.104 U.S. Dollars per Euro at December 31, 2023 and 1.070 at December 31, 2022. Future gains and losses on foreign currency will be dependent upon changes in the relative value of the Euro to the U.S. Dollar and the level of Euro-denominated notes payable outstanding.

47

Gain on sale of real estate: During 2023, we completed a real estate transaction with a third-party, through which we sold an operating self-storage facility with a net book value of $7.1 million for gross proceeds of $40.0 million and acquired a nearby land parcel for $13.5 million. At the close of the transaction, we entered into a leaseback of the self-storage facility until we complete development of the acquired land into a self-storage facility, no later than December 31, 2026. Of the $40.0 million in gross proceeds, $24.3 million was allocated to the sale of the property based on its estimated fair value, resulting a net gain on sale of real estate of $17.1 million after direct transaction costs, and $15.7 million was classified as a reduction of costs to develop the acquired land included in construction in process.

During 2023, we also sold a land parcel for $0.1 million in cash and recorded a related gain on sale of real estate of $0.1 million. In 2022, we recorded gains totaling $1.5 million, in connection with the partial sale of real estate facilities pursuant to eminent domain proceedings.

Income tax expense: We operate as a REIT for U.S. federal income tax purposes. As a REIT, we are generally not subject to U.S. federal income taxes on our taxable income distributed to stockholders. In 2023, 2022, and 2021, we recorded income tax expense totaling $10.8 million, $14.3 million and $12.4 million, respectively, related to our taxable REIT subsidiaries and in the state and local jurisdictions in which we operate. The year-over-year changes of income tax expense in 2023 and 2022 were primarily driven by changes in state income tax, due to fluctuations of taxable income in certain states where there are differences between federal and state tax laws.

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Liquidity and Capital Resources

Overview and our Sources of Capital

While operating as a REIT allows us to minimize the payment of U.S. federal corporate income tax expense, we are required to distribute at least 90% of our taxable income to our shareholders. Notwithstanding this requirement, our annual operating retained cash flow increased from $200 million to $300 million per year in recent years to approximately $700 million in 2021, $1 billion in 2022 and $480 million for 2023 after a 50% increase in annual dividend in 2023. Retained operating cash flow represents our expected cash flow provided by operating activities (including property operating costs and interest payments described below), less shareholder distributions and capital expenditures. We expect retained cash flow of approximately $450 million for 2024.

Capital needs in excess of retained cash flow are met with: (i) medium and long-term debt, (ii) preferred equity, (iii) limited partnership interests, and (iv) common equity. We select among these sources of capital based upon relative cost, availability, the desire for leverage, and considering potential constraints caused by certain features of capital sources, such as debt covenants. We view our line of credit, as well as any short-term bank loans, as bridge financing.

Because raising capital is important to our growth, we endeavor to maintain a strong financial profile characterized by strong credit metrics, including low leverage relative to our total capitalization and operating cash flows. We are one of the highest rated REITs, as rated by major rating agencies Moody’s and Standard & Poor’s. Our senior notes payable have an “A” credit rating by Standard & Poor’s and “A2” by Moody’s. Our credit ratings on each of our series of preferred shares are “A3” by Moody’s and “BBB+” by Standard & Poor’s. Our credit profile enables us to effectively access both the public and private capital markets to raise capital.

On June 12, 2023, we amended our revolving line of credit, increasing the borrowing limit from $500 million to $1.5 billion. We increased the size of the revolving line of credit and its associated lender base given our increased levels of debt maturities in coming years and to serve as temporary “bridge” financing until we are able to raise longer term capital. As of December 31, 2023 and February 20, 2024, there were no borrowings outstanding on the revolving line of credit; however, we do have approximately $14.6 million of outstanding letters of credit, which limits our borrowing capacity to $1,485.4 million as of February 20, 2024. Our line of credit matures on June 12, 2027.

We believe that we have significant financial flexibility to adapt to changing conditions and opportunities, and we have significant access to sources of capital including debt and preferred equity. While the costs of financing have increased recently, based on our strong credit profile and our substantial current liquidity relative to our capital requirements noted below, we would not expect any potential capital market dislocations to have a material impact upon our expected capital and growth plans over the next 12 months. However, if capital market conditions deteriorate significantly for a long period of time, our access to or cost of debt and preferred equity capital could be negatively impacted and potentially affect future investment activities.

Our current and expected capital resources include: (i) $370.0 million of cash as of December 31, 2023 and (ii) approximately $450 million of expected retained operating cash flow over the next twelve months. Additionally, we have $1,485.4 million available borrowing capacity on our revolving line of credit, which can be used as temporary “bridge” financing until we are able to raise longer term capital. We believe that our cash provided by our operating activities will continue to be sufficient to enable us to meet our ongoing cash requirements for interest payments on debt, maintenance capital expenditures, and distributions to our shareholders for the foreseeable future.

As described below, our current committed cash requirements consist of (i) $420.7 million of remaining spending on our current development pipeline, which will be incurred primarily in the next 18 to 24 months and (ii) $810 million in scheduled principal repayments on our unsecured notes in the next twelve months, which we plan to refinance as they come due in April 2024. Our cash requirements may increase over the next year as we add projects to our development pipeline and acquire additional properties. Additional potential cash requirements could result from various activities including the redemption of outstanding preferred securities, repurchases of common stock, or merger and acquisition activities, as and to the extent we determine to engage in such activities.

Over the long term, to the extent that our cash requirements exceed our capital resources, we believe we have a variety of possibilities to raise additional capital including issuing common or preferred securities, debt, and limited partnership interests, or entering into joint venture arrangements to acquire or develop facilities.

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Cash Requirements

The following summarizes our expected material cash requirements, which comprise (i) contractually obligated expenditures, including payments of principal and interest, (ii) other essential expenditures, including property operating expenses, maintenance capital expenditures and dividends paid in accordance with REIT distribution requirements, and (iii) opportunistic expenditures, including acquisitions and developments and repurchases of our securities. We expect to satisfy these cash requirements through operating cash flow and opportunistic debt and equity financings.

Required Debt Repayments: As of December 31, 2023, the principal outstanding on our debt totaled approximately $9.2 billion, consisting of $7.5 billion of U.S. Dollar denominated unsecured notes payable, $1.7 billion of Euro-denominated unsecured notes payable, and $1.8 million of mortgage notes payable. Approximate principal maturities and interest payments (including $62.8 million in estimated interest on our $1.1 billion variable rate unsecured notes based on rates in effect at December 31, 2023) are as follows (amounts in thousands):

PrincipalInterestTotal
2024$810,496$250,656$1,061,152
2025667,247222,674889,921
20261,150,138196,5881,346,726
2027500,146184,643684,789
20281,200,129163,1521,363,281
Thereafter4,825,6341,103,8835,929,517
$9,153,790$2,121,596$11,275,386

We have $700 million of our U.S. Dollar denominated unsecured notes that mature on April 23, 2024 and €100 million of our Euro denominated unsecured notes that mature on April 12, 2024. We plan to refinance these unsecured notes as they come due in April 2024.

Capital Expenditure Requirements: Capital expenditures include general maintenance, major repairs, or replacements to elements of our facilities to keep our facilities in good operating condition and maintain their visual appeal. Capital expenditures do not include costs relating to the development of new facilities or redevelopment of existing facilities to increase their available rentable square footage.

We spent $237 million of capital expenditures to maintain real estate facilities in 2023 and expect to spend approximately $180 million in 2024. In addition to standard capital repairs of building elements reaching the end of their useful lives, our capital expenditures in recent years have included incremental expenditures to enhance the competitive position of certain of our facilities relative to local competitors pursuant to a multi-year program. Such investments include development of more pronounced, attractive, and clearly identifiable color schemes and signage and upgrades to the configuration and layout of the offices and other customer zones to improve the customer experience. We spent approximately $160 million in 2023 and expect to spend $150 million in 2024 on this effort. In addition, we have spent $65 million in LED lighting and the installation of solar panels in 2023 and we expect to spend $120 million in 2024.

We believe that these incremental investments improve customer satisfaction, the attractiveness and competitiveness of our facilities to new and existing customers and, in the case of LED lighting and solar panels, reduce operating costs.

Requirement to Pay Distributions: For all periods presented herein, we have elected to be treated as a REIT, as defined in the Internal Revenue Code. For each taxable year in which we qualify for taxation as a REIT, we will not be subject to U.S. federal corporate income tax on our “REIT taxable income” (generally, taxable income subject to specified adjustments, including a deduction for dividends paid and excluding our net capital gain) that is distributed to our shareholders. We believe we have met these requirements in all periods presented herein, and we expect to continue to qualify as a REIT.

Our consistent, long-term dividend policy has been to distribute our taxable income. Future quarterly distributions with respect to the common shares will continue to be determined based upon our REIT distribution requirements after taking into consideration distributions to the preferred shareholders and will be funded with cash flows from operating activities.

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The annual distribution requirement with respect to our preferred shares outstanding at December 31, 2023 is approximately $194.7 million per year.

Real Estate Investment Activities: We continue to seek to acquire additional self-storage facilities from third parties. However, future acquisition volume will depend upon whether additional owners will be motivated to market their facilities, which will in turn depend upon factors such as economic conditions and the level of seller confidence.

As of December 31, 2023, we had development and expansion projects at a total cost of approximately $766.2 million. Costs incurred through December 31, 2023 were $345.5 million, with the remaining cost to complete of $420.7 million expected to be incurred primarily in the next 18 to 24 months. Some of these projects are subject to contingencies such as entitlement approval. We expect to continue to seek to add projects to maintain and increase our robust pipeline. Our ability to do so continues to be challenged by various constraints such as difficulty in finding projects that meet our risk-adjusted yield expectations and challenges in obtaining building permits for self-storage facilities in certain municipalities.

Property Operating Expenses: The direct and indirect cost of our operations impose significant cash requirements. Direct operating costs include property taxes, on-site property manager payroll, repairs and maintenance, utilities, and marketing. Indirect operating costs include supervisory payroll and centralized management costs. The cash requirements from these operating costs will vary year to year based on, among other things, changes in the size of our portfolio and changes in property tax rates and assessed values, wage rates, and marketing costs in our markets.

Redemption of Preferred Securities: Historically, we have taken advantage of refinancing higher coupon preferred securities with lower coupon preferred securities. In the future, we may also elect to finance the redemption of preferred securities with proceeds from the issuance of debt. As of February 20, 2024, we have three series of preferred securities that are eligible for redemption, at our option and with 30 days’ notice: our 5.150% Series F Preferred Shares ($280.0 million), 5.050% Series G Preferred Shares ($300.0 million), and 5.600% Series H Preferred Shares ($285.0 million). See Note 10 to our December 31, 2023 consolidated financial statements for the redemption dates of all of our series of preferred shares. Redemption of such preferred shares will depend upon many factors, including the rate at which we could issue replacement preferred securities. None of our preferred securities are redeemable at the option of the holders.

Repurchases of Common Shares: Our Board has authorized management to repurchase up to 35,000,000 of our common shares on the open market or in privately negotiated transactions. During 2023, we did not repurchase any of our common shares. From the inception of the repurchase program through February 20, 2024, we have repurchased a total of 23,721,916 common shares at an aggregate cost of approximately $679.1 million. We have no current plans to repurchase shares; however future levels of common share repurchases will be dependent upon our available capital, investment alternatives and the trading price of our common shares.

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FY 2022 10-K MD&A

SEC filing source: 0001393311-23-000012.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2023-02-21. Report date: 2022-12-31.

ITEM 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our consolidated financial statements and notes thereto.

Critical Accounting Estimates:

The preparation of consolidated financial statements and related disclosures in conformity with U.S. generally accepted accounting principles (“GAAP”) requires us to make judgments, assumptions, and estimates that affect the amounts reported. On an ongoing basis, we evaluate our estimates and assumptions. These estimates and assumptions are based on current facts, historical experience, and various other factors that we believe are reasonable under the circumstances to determine reported amounts of assets, liabilities, revenues, and expenses that are not readily apparent from other sources.

We believe the following are our critical accounting estimates, because they are reasonably likely to have a material impact on the portrayal of our financial condition and results, and they require us to make judgments and estimates about matters that involve a significant level of uncertainty.

Impairment of Long-Lived Assets: The analysis of impairment of our long-lived assets, including our real estate facilities, involves identification of indicators of impairment, including unfavorable operational results and significant cost overruns on construction, projections of future operating cash flows, and estimates of fair values, all of which require significant judgment and subjectivity. In particular, these estimates are sensitive to significant assumptions, such as the projections of future rental rates, stabilized occupancy level, future profit margin, discount rates, and capitalization rates, all of which could be affected by our expectations about future market or economic conditions. Others could come to materially different conclusions.

Allocating Purchase Price for Acquired Real Estate Facilities: We estimate the fair values of the assets and liabilities of acquired real estate facilities, which consist principally of land and buildings, for purposes of allocating the aggregate purchase price of acquired real estate facilities. We estimate the fair value of land based upon price per square foot derived from observable transactions involving comparable land in similar locations as adjusted for location quality, parcel size, and date of sale associated with the acquired facilities. The fair value estimate of land is sensitive to the adjustments made to the land market transactions used in the estimate, particularly when there is a lack of recent comparable land market data. For large portfolio acquisitions, we estimate the fair value of buildings primarily using the income approach by estimating the fair value of hypothetical vacant acquired facilities and adjusting for the estimated fair value of land. For individual and small portfolio acquisitions, we estimate the fair value of buildings primarily based upon the estimated current replacement cost, which we calculate by estimating the replacement cost of new purpose-built self-storage facilities in similar geographic regions and adjusting for age, quality, amenities, and configuration associated with

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the buildings acquired. The fair value estimate of buildings is sensitive to assumptions used in both the income approach, such as lease-up period, future stabilized operating cash flows, capitalization rate and discount rate, and in the replacement cost approach, such as current cost adjustment, soft cost and developer profit estimates. Others could come to materially different conclusions as to the estimated fair values of land and buildings, which would result in different depreciation and amortization expense, gains and losses on sale of real estate assets, as well as the level of land and buildings on our consolidated balance sheet.

Overview

Our self-storage operations generate most of our net income, and our earnings growth is impacted by the levels of growth within our Same Store Facilities (as defined below) as well as within our Acquired Facilities and Newly Developed and Expanded Facilities (both as defined below). Accordingly, a significant portion of management’s time is devoted to maximizing cash flows from our existing self-storage facility portfolio.

During 2022, revenues generated by our Same Store Facilities increased by 14.8% ($409.9 million), as compared to 2021, while Same Store cost of operations increased by 5.7% ($39.9 million). Demand and operating trends softened in the second half of 2022 and returned to historical seasonal patterns as compared to what we experienced in 2020 and 2021. We expect the trends to continue in 2023.

In addition to managing our existing facilities for organic growth, we have grown and plan to continue to grow through the acquisition and development of new facilities and expansion of our existing self-storage facilities. Since the beginning of 2020, we acquired a total of 368 facilities with 31.7 million net rentable square feet for $6.6 billion. In our non-same store portfolio, we also have developed and expanded self-storage facilities of 17.7 million net rentable square feet for a total cost of $1.6 billion. During 2022, net operating income generated by our Acquired Facilities and Newly Developed and Expanded Facilities increased 98.2% ($226.3 million), as compared to 2021.

We have experienced recent inflationary impacts on our cost of operations, including labor, utilities, and repairs and maintenance, and costs of development and expansion activities, and we may continue to experience such impacts in the future. We have implemented various initiatives to manage the adverse impacts, such as enhancements in operational processes and investments in technology to reduce payroll hours, achievement of economies of scale from recent acquisitions with supervisory payroll allocated over a broader number of self-storage facilities, and investments in solar power and LED lights to lower utility usage.

In order to enhance the competitive position of certain of our facilities relative to local competitors (including newly developed facilities), we have embarked on our multi-year Property of Tomorrow program to (i) rebrand our properties with more pronounced, attractive, and clearly identifiable color schemes and signage, (ii) enhance the energy efficiency of our properties, and (iii) upgrade the configuration and layout of the offices and other customer zones to improve the customer experience. We expect to complete the program by the end of 2025. We spent approximately $189 million on the program in 2022 and expect to spend approximately $160 million in 2023 on this effort.

On April 24, 2022, PSB entered into an Agreement and Plan of Merger whereby affiliates of Blackstone Real Estate (“Blackstone”) agreed to acquire all outstanding shares of PSB’s common stock for $187.50 per share in cash. On July 20, 2022, PSB announced that it completed the merger transaction with Blackstone. Each share of PSB common stock and each common unit of partnership interest we held in PSB were converted into the right to receive the merger consideration of $187.50 per share or unit, including a $5.25 closing cash dividend per share or unit, and a $0.22 prorated quarterly cash dividend per share or unit, for a total of $187.72 per share or unit. At the close of the merger transaction, we received a total of $2.7 billion of cash proceeds and recognized a gain of $2.1 billion, which was classified within gain on sale of our equity investment in PS Business Parks, Inc. in the Consolidated Statement of Income.

In connection with the sale of our equity investment in PSB, on August 4, 2022, we paid a special cash dividend of $13.15 per common share, totaling approximately $2.3 billion, to shareholders of record as of August 1, 2022.

On February 5, 2023, we disclosed that we made a proposal to acquire all of the outstanding shares and units of Life Storage for consideration consisting of Public Storage common shares at an exchange ratio of 0.4192 Public Storage common shares for each outstanding Life Storage share or unit. Our public offer followed prior rebuffs by Life Storage of our attempts to negotiate privately. For more detail about the proposal, please see our Current Report on Form 8-K filed with the SEC on February 6, 2023. On February 16, 2023, Life Storage announced it had rejected the offer. We currently

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intend to pursue the proposed transaction. In the event we enter into and consummate an acquisition of Life Storage, the acquisition would have a significant impact on our future results of operations.

On February 4, 2023, our Board of Trustees declared a 50% increase in its regular common quarterly dividend from $2.00 to $3.00 per share, payable on March 30, 2023 to shareholders of record as of March 15, 2023. The distribution equates to an annualized increase to the Company’s regular common dividend from $8.00 to $12.00 per share.

Results of Operations

Operating Results for 2022 and 2021

In 2022, net income allocable to our common shareholders was $4,142.3 million or $23.50 per diluted common share, compared to $1,732.4 million or $9.87 per diluted common share in 2021, representing an increase of $2,409.9 million or $13.63 per diluted common share. The increase is due primarily to (i) a $2.1 billion gain on sale of our equity investment in PSB and (ii) a $614.3 million increase in self-storage net operating income, partially offset by (iii) a $174.7 million increase in depreciation and amortization expense, (iv) a $125.1 million decrease in equity in earnings of unconsolidated real estate entities due to sale of our equity investment in PSB, and (v) a $45.5 million increase in interest expense.

The $614.3 million increase in self-storage net operating income in 2022 as compared to 2021 is a result of a $370.1 million increase attributable to our Same Store Facilities and a $244.2 million increase attributable to our non-same store facilities. Revenues for the Same Store Facilities increased 14.8% or $409.9 million in 2022 as compared to 2021, due primarily to higher realized annual rent per occupied square foot, partially offset by a decline in occupancy. Cost of operations for the Same Store Facilities increased by 5.7% or $39.9 million in 2022 as compared to 2021, due primarily to increased property tax expense, on-site property manager payroll expense, marketing expense, other direct property costs, and centralized management costs. The increase in net operating income of $244.2 million for the non-same store facilities is due primarily to the impact of facilities acquired in 2021 and the fill-up of recently developed and expanded facilities.

Operating Results for 2021 and 2020

In 2021, net income allocable to our common shareholders was $1,732.4 million or $9.87 per diluted common share, compared to $1,098.3 million or $6.29 per diluted common share in 2020, representing an increase of $634.1 million or $3.58 per diluted common share. The increase is due primarily to (i) a $437.4 million increase in self-storage net operating income, (ii) a $209.7 million increase in foreign currency exchange gains associated with our Euro denominated notes payable, and (iii) our $149.0 million equity share of gains on sale of real estate recorded by PSB in 2021, partially offset by (iv) a $160.2 million increase in depreciation and amortization expense.

The $437.4 million increase in self-storage net operating income in 2021 as compared to 2020 is a result of a $279.5 million increase in our Same Store Facilities and a $157.9 million increase in our non-Same Store Facilities. Revenues for the Same Store Facilities increased 10.6% or $265.8 million in 2021 as compared to 2020, due primarily to higher realized annual rent per available square foot and weighted average square foot occupancy. Cost of operations for the Same Store Facilities decreased by 1.9% or $13.8 million in 2021 as compared to 2020, due primarily to (i) a 36.1% ($22.4 million) decrease in marketing expenses and (ii) an 11.2% ($14.4 million) decrease in on-site property manager payroll. The increase in net operating income of $157.9 million for the Non-Same Store Facilities is due primarily to the impact of facilities acquired in 2021 and 2020 and the fill-up of recently developed and expanded facilities.

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Funds from Operations and Core Funds from Operations

Funds from Operations (“FFO”) and FFO per share are non-GAAP measures defined by Nareit. We believe that FFO and FFO per share are useful to REIT investors and analysts in measuring our performance because Nareit’s definition of FFO excludes items included in net income that do not relate to or are not indicative of our operating and financial performance. FFO represents net income before depreciation and amortization, which is excluded because it is based upon historical costs and assumes that building values diminish ratably over time, while we believe that real estate values fluctuate due to market conditions. FFO also excludes gains or losses on sale of real estate assets and real estate impairment charges, which are also based upon historical costs and are impacted by historical depreciation. FFO and FFO per share are not a substitute for net income or earnings per share. FFO is not a substitute for net cash flow in evaluating our liquidity or ability to pay dividends, because it excludes investing and financing activities presented on our consolidated statements of cash flows. In addition, other REITs may compute these measures differently, so comparisons among REITs may not be helpful.

For the year ended December 31, 2022, FFO was $16.46 per diluted common share as compared to $13.36 and $9.75 per diluted common share for the years ended December 31, 2021 and 2020, respectively, representing an increase in 2022 of 23.2%, or $3.10 per diluted common share, as compared to 2021.

We also present “Core FFO” and “Core FFO per share” non-GAAP measures that represent FFO and FFO per share excluding the impact of (i) foreign currency exchange gains and losses, (ii) charges related to the redemption of preferred securities, and (iii) certain other non-cash and/or nonrecurring income or expense items primarily representing, with respect to the periods presented below, the impact of loss contingency accruals and casualties, unrealized gain on private equity investments and our equity share of merger transaction costs, severance of a senior executive, lease termination income, and casualties from our equity investees. We review Core FFO and Core FFO per share to evaluate our ongoing operating performance and we believe they are used by investors and REIT analysts in a similar manner. However, Core FFO and Core FFO per share are not substitutes for net income and net income per share. Because other REITs may not compute Core FFO or Core FFO per share in the same manner as we do, may not use the same terminology or may not present such measures, Core FFO and Core FFO per share may not be comparable among REITs.

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The following table reconciles net income to FFO and Core FFO and reconciles diluted earnings per share to FFO per share and Core FFO per share:

Year Ended December 31,Year Ended December 31,
20222021Percentage Change20212020Percentage Change
(Amounts in thousands, except per share data)
Reconciliation of Net Income to FFO and Core FFO:
Net income allocable to common shareholders$4,142,288$1,732,444139.1%$1,732,444$1,098,33557.7%
Eliminate items excluded from FFO:
Depreciation and amortization881,569709,349709,349549,975
Depreciation from unconsolidated real estate investments54,82273,72973,72970,681
Depreciation allocated to noncontrolling interests and restricted share unitholders(6,622)(4,415)(4,415)(3,850)
Gains on sale of real estate investments, including our equity share from investments(54,403)(165,272)(165,272)(12,791)
Gain on sale of equity investment in PS Business Parks, Inc.(2,116,839)
FFO allocable to common shares$2,900,815$2,345,83523.7%$2,345,835$1,702,35037.8%
Eliminate the impact of items excluded from Core FFO, including our equity share from investments:
Foreign currency exchange (gain) loss(98,314)(111,787)(111,787)97,953
Preferred share redemption charge31,60431,60448,265
Property losses and tenant claims due to casualties (a)4,8174,9094,909
Other items(338)(543)(543)4,412
Core FFO allocable to common shares$2,806,980$2,270,01823.7%$2,270,018$1,852,98022.5%
Reconciliation of Diluted Earnings per Share to FFO per Share and Core FFO per Share:
Diluted earnings per share$23.50$9.87138.1%$9.87$6.2956.9%
Eliminate amounts per share excluded from FFO:
Depreciation and amortization5.274.444.443.53
Gains on sale of real estate investments, including our equity share from investments(0.31)(0.95)(0.95)(0.07)
Gain on sale of equity investment in PS Business Parks, Inc.(12.00)
FFO per share$16.46$13.3623.2%$13.36$9.7537.0%
Eliminate the per share impact of items excluded from Core FFO, including our equity share from investments:
Foreign currency exchange (gain) loss(0.57)(0.64)(0.64)0.56
Preferred share redemption charge0.180.180.28
Property losses and tenant claims due to casualties (a)0.030.030.03
Other items0.02
Core FFO per share$15.92$12.9323.1%$12.93$10.6121.9%
Diluted weighted average common shares176,280175,568175,568174,642

(a)Property losses and tenant claims due to casualties were related to Hurricane Ian in 2022, and Hurricane Ida in 2021, and were included in general and administrative expenses and ancillary cost of operations on the Consolidated Statements of Income.

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Analysis of Net Income - Self-Storage Operations

Our self-storage operations are analyzed in four groups: (i) the 2,276 facilities that we have owned and operated on a stabilized basis since January 1, 2020 (the “Same Store Facilities”), (ii) 368 facilities we acquired since January 1, 2020 (the “Acquired Facilities”), (iii) 153 facilities that have been newly developed or expanded, or that had commenced expansion by December 31, 2022 (the “Newly Developed and Expanded Facilities”), and (iv) 72 other facilities, which are otherwise not stabilized with respect to occupancies or rental rates since January 1, 2020 (the “Other Non-same Store Facilities”). See Note 13 to our December 31, 2022 consolidated financial statements “Segment Information,” for a reconciliation of the amounts in the tables below to our total net income.

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Self-Storage Operations
SummaryYear Ended December 31,Year Ended December 31,
20222021Percentage Change20212020Percentage Change
(Dollar amounts and square footage in thousands)
Revenues:
Same Store Facilities$3,175,207$2,765,26314.8%$2,765,263$2,499,48610.6%
Acquired Facilities402,892161,364149.7%161,36411,3651319.8%
Newly Developed and Expanded Facilities269,245197,05836.6%197,058145,36035.6%
Other Non-Same Store Facilities98,68479,88123.5%79,88165,41922.1%
3,946,0283,203,56623.2%3,203,5662,721,63017.7%
Cost of operations:
Same Store Facilities738,491698,6295.7%698,629712,390(1.9)%
Acquired Facilities135,91157,921134.6%57,9216,742759.1%
Newly Developed and Expanded Facilities79,46670,02913.5%70,02962,87111.4%
Other Non-Same Store Facilities26,34125,4513.5%25,45125,540(0.3)%
980,209852,03015.0%852,030807,5435.5%
Net operating income (a):
Same Store Facilities2,436,7162,066,63417.9%2,066,6341,787,09615.6%
Acquired Facilities266,981103,443158.1%103,4434,6232137.6%
Newly Developed and Expanded Facilities189,779127,02949.4%127,02982,48954.0%
Other Non-Same Store Facilities72,34354,43032.9%54,43039,87936.5%
Total net operating income2,965,8192,351,53626.1%2,351,5361,914,08722.9%
Depreciation and amortization expense:
Same Store Facilities471,458451,8024.4%451,802452,622(0.2)%
Acquired Facilities309,312167,11985.1%167,11911,9041303.9%
Newly Developed and Expanded Facilities63,36256,41112.3%56,41148,57316.1%
Other Non-Same Store Facilities44,01438,09615.5%38,09640,158(5.1)%
Total depreciation and amortization expense888,146713,42824.5%713,428553,25729.0%
Net income (loss):
Same Store Facilities1,965,2581,614,83221.7%1,614,8321,334,47421.0%
Acquired Facilities(42,331)(63,676)(33.5)%(63,676)(7,281)774.6%
Newly Developed and Expanded Facilities126,41770,61879.0%70,61833,916108.2%
Other Non-Same Store Facilities28,32916,33473.4%16,334(279)(5954.5)%
Total net income$2,077,673$1,638,10826.8%$1,638,108$1,360,83020.4%
Number of facilities at period end:
Same Store Facilities2,2762,2762,2762,276
Acquired Facilities36829425.2%29462374.2%
Newly Developed and Expanded Facilities1531455.5%1451375.8%
Other Non-Same Store Facilities72727273
2,8692,7872.9%2,7872,5489.4%
Net rentable square footage at period end:
Same Store Facilities149,118149,118149,118149,118
Acquired Facilities31,70926,90517.9%26,9055,075430.1%
Newly Developed and Expanded Facilities17,70016,6066.6%16,60615,08810.1%
Other Non-Same Store Facilities5,6905,6905,6905,770(1.4)%
204,217198,3193.0%198,319175,05113.3%

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(a)Net operating income or “NOI” is a non-GAAP financial measure that excludes the impact of depreciation and amortization expense, which is based upon historical real estate costs and assumes that building values diminish ratably over time, while we believe that real estate values fluctuate due to market conditions. We utilize NOI in determining current property values, evaluating property performance, and in evaluating property operating trends. We believe that investors and analysts utilize NOI in a similar manner. NOI is not a substitute for net income, operating cash flow, or other related financial measures, in evaluating our operating results. See Note 13 to our December 31, 2022 consolidated financial statements for a reconciliation of NOI to our total net income for all periods presented.

Same Store Facilities

The Same Store Facilities consist of facilities we have owned and operated on a stabilized level of occupancy, revenues, and cost of operations since January 1, 2020. The composition of our Same Store Facilities allows us more effectively to evaluate the ongoing performance of our self-storage portfolio in 2020, 2021, and 2022 and exclude the impact of fill-up of unstabilized facilities, which can significantly affect operating trends. We believe investors and analysts use Same Store information in a similar manner. However, because other REITs may not compute Same Store Facilities in the same manner as we do, may not use the same terminology or may not present such a measure, Same Store Facilities may not be comparable among REITs.

The following table summarizes the historical operating results of these 2,276 facilities (149.1 million net rentable square feet) that represent approximately 73% of the aggregate net rentable square feet of our U.S. consolidated self-storage portfolio at December 31, 2022. It includes various measures and detail that we do not include in the analysis of the developed, acquired, and other non-same store facilities, due to the relative magnitude and importance of the Same Store Facilities relative to our other self-storage facilities.

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Selected Operating Data for the Same Store Facilities (2,276 facilities)

Year Ended December 31,Year Ended December 31,
20222021Percentage Change20212020Percentage Change
(Dollar amounts in thousands, except for per square foot data)
Revenues (a):
Rental income$3,074,192$2,683,11614.6%$2,683,116$2,415,82211.1%
Late charges and administrative fees101,01582,14723.0%82,14783,664(1.8)%
Total revenues3,175,2072,765,26314.8%2,765,2632,499,48610.6%
Direct cost of operations (a):
Property taxes279,388267,9614.3%267,961258,4533.7%
On-site property manager payroll119,139114,4264.1%114,426128,819(11.2)%
Repairs and maintenance58,46852,70310.9%52,70350,7004.0%
Utilities43,45740,5487.2%40,54841,345(1.9)%
Marketing45,90639,68215.7%39,68262,101(36.1)%
Other direct property costs80,99173,64610.0%73,64668,3327.8%
Total direct cost of operations627,349588,9666.5%588,966609,750(3.4)%
Direct net operating income (b)2,547,8582,176,29717.1%2,176,2971,889,73615.2%
Indirect cost of operations (a):
Supervisory payroll(35,017)(37,058)(5.5)%(37,058)(40,965)(9.5)%
Centralized management costs(61,922)(55,350)11.9%(55,350)(49,129)12.7%
Share-based compensation(14,203)(17,255)(17.7)%(17,255)(12,546)37.5%
Net operating income2,436,7162,066,63417.9%2,066,6341,787,09615.6%
Depreciation and amortization expense(471,458)(451,802)4.4%(451,802)(452,622)(0.2)%
Net income$1,965,258$1,614,83221.7%$1,614,832$1,334,47421.0%
Gross margin (before indirect costs, depreciation and amortization expense)80.2%78.7%1.9%78.7%75.6%4.1%
Gross margin (before depreciation and amortization expense)76.7%74.7%2.7%74.7%71.5%4.5%
Weighted average for the period:
Square foot occupancy94.9%96.3%(1.5)%96.3%94.5%1.9%
Realized annual rental income per (c):
Occupied square foot$21.73$18.6716.4%$18.67$17.158.9%
Available square foot$20.61$17.9914.6%$17.99$16.2011.0%
At December 31:
Square foot occupancy92.4%94.8%(2.5)%94.8%94.2%0.6%
Annual contract rent per occupied square foot (d)$23.02$19.9615.3%$19.96$17.8112.1%

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(a)Revenues and cost of operations do not include tenant reinsurance and merchandise sale revenues and expenses generated at the facilities. See “Ancillary Operations” below for more information.

(b)Direct net operating income (“Direct NOI”), a subtotal within NOI, is a non-GAAP financial measure that excludes the impact of supervisory payroll, centralized management costs, and share-based compensation in addition to depreciation and amortization expense. We utilize direct net operating income in evaluating property performance and in evaluating property operating trends as compared to our competitors.

(c)Realized annual rent per occupied square foot is computed by dividing rental income, before late charges and administrative fees, by the weighted average occupied square feet for the period. Realized annual rent per available square foot (“REVPAF”) is computed by dividing rental income, before late charges and administrative fees, by the total available net rentable square feet for the period. These measures exclude late charges and administrative fees in order to provide a better measure of our ongoing level of revenue. Late charges are dependent upon the level of delinquency, and administrative fees are dependent upon the level of move-ins. In addition, the rates charged for late charges and administrative fees can vary independently from rental rates. These measures take into consideration promotional discounts, which reduce rental income.

(d)Annual contract rent represents the agreed upon monthly rate that is paid by our tenants in place at the time of measurement. Contract rates are initially set in the lease agreement upon move-in, and we adjust them from time to time with notice. Contract rent excludes other fees that are charged on a per-item basis, such as late charges and administrative fees, does not reflect the impact of promotional discounts, and does not reflect the impact of rents that are written off as uncollectible.

Analysis of Same Store Revenue

We believe a balanced occupancy and rate strategy maximizes our revenues over time. We regularly adjust rental rates and promotional discounts offered (generally, “$1.00 rent for the first month”), as well as our marketing efforts to maximize revenue from new tenants to replace tenants that vacate.

We typically increase rental rates to our long-term tenants (generally, those who have been with us for at least a year) every six to twelve months. As a result, the number of long-term tenants we have in our facilities is an important factor in our revenue growth. The level of rate increases to long-term tenants is based upon evaluating the additional revenue from the increase against the negative impact of incremental move-outs, by considering customers’ in-place rent and prevailing market rents, among other factors.

Revenues generated by our Same Store Facilities increased 14.8% and 10.6% in 2022 and 2021, respectively, in each case as compared to the previous year. The increase in 2022 is due primarily to (i) a 16.4% increase in realized annual rent per occupied square foot for 2022 as compared to 2021, partially offset by (ii) a 1.5% decrease in average occupancy for 2022 as compared to 2021. The increase in 2021 is due primarily to (i) an 8.9% increase in realized annual rent per occupied square foot for 2021 as compared to 2020 and, to a lesser extent, (ii) a 1.9% increase in average occupancy for 2021 as compared to 2020.

Our growth in revenues, realized annual rent per occupied square foot, and REVPAF for 2022 as compared to 2021 was evident in each of our markets. Our weighted average square foot occupancy remained strong across our markets for 2022.

The increase in realized annual rent per occupied square foot in 2022 as compared to the same periods in 2021 was due to rate increases to existing long-term tenants in substantially all of our markets in 2022 as compared to curtailed increases in certain markets in 2021, combined with a 6.2% increase in average rates per square foot charged to new tenants moving in, as a result of strong customer demand in most of our markets. These improvements were partially offset by increases in move-out activity and promotional discounts given during 2022 as compared to 2021. At December 31, 2022, annual contract rent per occupied square foot was 15.3% higher as compared to December 31, 2021.

We experienced high occupancy levels throughout 2022 with a weighted average square foot occupancy of 94.9%, although representing a decrease of 1.5% during 2022 as compared to 2021. Year-over-year move-out volumes increased 9.7% and year-over-year move-in volumes increased 4.5% in 2022 as compared to 2021, leading to a lower square foot occupancy at December 31, 2022 of 92.4% as compared to 94.8% at December 31, 2021.

Move-out volumes were partially impacted by rental rate increases to our existing tenants in 2022 as compared to 2021. However, move-out activity from tenants not receiving increases was also higher in 2022 compared to 2021 but remains below pre-2020 levels. Average length of stay of our tenants increased in 2022 as compared to 2021, which supported our revenue growth by contributing to the number of tenants eligible for rental rate increases in 2022.

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In order to attract more new tenants to replace those that vacated in the second half of 2022, we took a number of actions including increasing promotional discounting, reducing rental rates to new customers, and increasing marketing expense.

Demand historically has been higher in the summer months than in the winter months and, as a result, rental rates charged to new tenants have typically been higher in the summer months than in the winter months. More typical seasonal patterns of demand with lower demand in the winter months returned in 2022. Demand fluctuates due to various local and regional factors, including the overall economy. Demand for our facilities is also impacted by new supply of self-storage space and alternatives to self-storage.

We expect weaker demand in 2023 as compared to 2022 driven by a weaker macroeconomic outlook and more limited moving activities, with move-out activities and occupancy levels returning to pre-2020 levels. We will continue to support demand levels with increased marketing expense, lowering rental rates to new customers, and increased promotional discounting. As a result, we expect revenue growth to decline significantly in 2023 as compared to high levels of growth in 2022 and 2021. With a wide range of potential macroeconomic pathways for 2023, the range of potential revenue growth rates is wide including the potential for year-over-year declines in revenue in the second half of 2023.

Late Charges and Administrative Fees

Late charges and administrative fees increased 23.0% in 2022 and decreased 1.8% in 2021, in each case as compared to the previous year. The increase in 2022 is due to (i) higher late charges collected on delinquent accounts driven by more delinquent accounts compared to 2021 and to a lesser extent (ii) higher administrative fees charged per move-in combined with higher move-in volumes. The decrease in 2021 as compared to 2020 is due to (i) an acceleration in average collections whereby a greater percentage of tenants paid their monthly rent promptly to avoid the incurrence of such fees and (ii) reduced move-in administrative fees due to lower move-ins.

Selected Key Statistical Data

The following table sets forth average annual contract rent per square foot and total square footage for tenants moving in and moving out during the years ended December 31, 2022, 2021, and 2020. It also includes promotional discounts, which vary based upon the move-in contractual rates, move-in volume, and percentage of tenants moving in who receive the discount.

Year Ended December 31,Year Ended December 31,
20222021Change20212020Change
(Amounts in thousands, except for per square foot amounts)
Tenants moving in during the period:
Average annual contract rent per square foot$18.11$17.066.2%$17.06$13.5326.1%
Square footage97,78393,6074.5%93,607104,636(10.5)%
Contract rents gained from move-ins$1,770,850$1,596,93510.9%$1,596,935$1,415,72512.8%
Promotional discounts given$46,087$38,20320.6%$38,203$75,785(49.6)%
Tenants moving out during the period:
Average annual contract rent per square foot$20.65$17.5217.9%$17.52$15.5212.9%
Square footage101,39992,4669.7%92,466100,670(8.1)%
Contract rents lost from move-outs$2,093,889$1,620,00429.3%$1,620,004$1,562,3983.7%

Analysis of Same Store Cost of Operations

Cost of operations (excluding depreciation and amortization) increased 5.7% in 2022 as compared to 2021 due primarily to increased property tax expense, on-site property manager payroll expense, marketing expense, other direct property costs, and centralized management costs. Cost of operations (excluding depreciation and amortization) decreased 1.9% in 2021 as compared to 2020 due primarily to decreased marketing expense and on-site property manager payroll expense, partially offset by increased property tax expense, other direct property costs, and centralized management costs.

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Property tax expense increased 4.3% and 3.7% in 2022 and 2021, respectively, in each case as compared to the previous year, as a result of higher assessed values. We expected property tax expense growth of approximately 5.3% in 2023 due primarily to higher assessed values.

On-site property manager payroll expense increased 4.1% in 2022 as compared to 2021 and decreased 11.2% in 2021 as compared to 2020. The increase in 2022 is primarily due to competitive labor conditions experienced in most geographical markets, partially offset by a decline in hours worked driven by revisions in operational processes. The decrease in 2021 is primarily due to (i) a year-over-year decline in hours worked due to staffing reductions from reduced move-in and move-out activity and revisions to other operational processes and (ii) a temporary $3.00 hourly incentive increase and enhancement of paid time off benefits to all of our property managers between April 1, 2020 and June 30, 2020 in response to the COVID Pandemic, partially offset by wage increases in response to competitive labor conditions experienced in most geographical markets since the second quarter of 2021. We expect on-site property manager payroll expense to increase in 2023 driven by increased wage rates, partially offset by expected reduction in labor hours driven by revisions in operational processes.

Marketing expense includes Internet advertising and the operating costs of our telephone reservation center. Internet advertising expense, comprising keyword search fees assessed on a “per click” basis, varies based upon demand for self-storage space, the quantity of people inquiring about self-storage through online search, occupancy levels, the number and aggressiveness of bidding competitors, and other factors. These factors are volatile; accordingly, Internet advertising can increase or decrease significantly in the short-term. We increased marketing expense by 15.7% in 2022 as compared to 2021, by utilizing a higher volume of online paid search programs to attract new tenants. We decreased marketing expense by 36.1% in 2021 as compared to 2020 due primarily to lower volume of paid search programs we utilized in 2021 given strong demand and high occupancies in many of our same store properties.

Other direct property costs include administrative expenses specific to each self-storage facility, such as property loss, telephone and data communication lines, business license costs, bank charges related to processing the facilities’ cash receipts, tenant mailings, credit card fees, eviction costs, and the cost of operating each property’s rental office. These costs increased 10.0% in 2022 as compared to 2021 and 7.8% in 2021 as compared to 2020. These increases were due primarily to an increase in credit card fees as result of year-over-year increases in revenues, and to a lesser extent, a long-term trend of more customers paying with credit cards rather than cash, checks, or other methods of payment with lower transaction costs. We expect a moderate increase in other direct property costs in 2023 primarily driven by increase in credit card fees.

Centralized management costs represents administrative and cash compensation expenses for shared general corporate functions to the extent their efforts are devoted to self-storage operations. Such functions include information technology support, hardware, and software, as well as centralized administration of payroll, benefits, training, facilities management, customer service, pricing and marketing, operational accounting and finance, and legal costs. Centralized management costs increased 11.9% in 2022 as compared to 2021 and 12.7% in 2021 as compared to 2020. These increases were due primarily to an increase in technology and data team costs that support property operations. We expect centralized managements costs to remain flat in 2023 compared to 2022.

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Analysis of Market Trends

The following tables set forth selected market trends in our Same Store Facilities:

Same Store Facilities Operating Trends by Market

As of December 31, 2022Year Ended December 31,
Number of FacilitiesSquare Feet (millions)Realized Rent per Occupied Square FootAverage OccupancyRealized Rent per Available Square Foot
20222021Change20222021Change20222021Change
Los Angeles21215.3$32.55$27.3219.1%96.9%98.2%(1.3)%$31.55$26.8317.6%
San Francisco1287.831.4328.0811.9%95.3%97.2%(2.0)%29.9527.299.7%
New York906.430.6027.4411.5%94.5%96.3%(1.9)%28.9226.439.4%
Miami835.827.9222.4224.5%95.6%97.1%(1.5)%26.7021.7722.6%
Seattle-Tacoma865.725.1121.9514.4%94.2%95.3%(1.2)%23.6720.9313.1%
Washington DC905.525.4222.6512.2%93.4%95.3%(2.0)%23.7421.5810.0%
Chicago1298.119.2816.6315.9%93.6%95.7%(2.2)%18.0515.9213.4%
Dallas-Ft. Worth1067.017.2814.7217.4%94.6%95.8%(1.3)%16.3514.1115.9%
Atlanta1016.617.3914.4920.0%93.7%96.0%(2.4)%16.2913.9117.1%
Houston956.815.8813.5816.9%93.6%94.3%(0.7)%14.8612.8116.0%
Orlando-Daytona694.417.9614.8720.8%95.9%95.7%0.2%17.2214.2321.0%
Philadelphia563.520.9218.5512.8%94.4%97.1%(2.8)%19.7518.029.6%
West Palm Beach372.625.4021.1520.1%95.9%96.8%(0.9)%24.3520.4818.9%
Tampa513.418.8715.5121.7%95.0%96.2%(1.2)%17.9314.9220.2%
Charlotte503.815.0112.4620.5%95.0%95.9%(0.9)%14.2611.9519.3%
All other markets89356.417.9115.5115.5%94.8%96.2%(1.5)%16.9814.9313.7%
Totals2,276149.1$21.73$18.6716.4%94.9%96.3%(1.5)%$20.61$17.9914.6%

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Same Store Facilities Operating Trends by Market (Continued)

Year Ended December 31,
Revenues ($000's)Direct Expenses ($000's)Indirect Expenses ($000's)Net Operating Income ($000's)
20222021Change20222021Change20222021Change20222021Change
Los Angeles$492,438$417,93517.8%$62,909$58,7657.1%$11,287$11,0142.5%$418,242$348,15620.1%
San Francisco238,642216,83210.1%35,10033,9293.5%6,6456,689(0.7)%196,897176,21411.7%
New York190,639174,2519.4%44,96842,9824.6%5,3355,450(2.1)%140,336125,81911.5%
Miami160,813131,17522.6%28,25926,1008.3%4,0164,182(4.0)%128,538100,89327.4%
Seattle-Tacoma138,426122,21713.3%23,29522,4573.7%3,8944,060(4.1)%111,23795,70016.2%
Washington DC135,483122,90210.2%27,85026,5315.0%4,1404,0791.5%103,49392,29212.1%
Chicago152,089133,77113.7%57,18451,76410.5%5,9175,7972.1%88,98876,21016.8%
Dallas-Ft. Worth118,577102,07416.2%26,04724,1967.7%4,5484,645(2.1)%87,98273,23320.1%
Atlanta113,57296,72117.4%22,29919,04117.1%4,7564,879(2.5)%86,51772,80118.8%
Houston105,07190,19216.5%28,55427,2814.7%4,2894,397(2.5)%72,22858,51423.4%
Orlando-Daytona78,62264,98221.0%14,88313,5439.9%3,4873,2846.2%60,25248,15525.1%
Philadelphia72,59766,00010.0%15,68515,1053.8%2,7172,730(0.5)%54,19548,16512.5%
West Palm Beach66,20355,55819.2%13,23211,71013.0%1,9172,010(4.6)%51,05441,83822.0%
Tampa63,04752,44320.2%13,03311,76710.8%2,3852,404(0.8)%47,62938,27224.4%
Charlotte56,67147,41119.5%9,4059,1133.2%2,3242,2085.3%44,94236,09024.5%
All other markets992,317870,79914.0%204,646194,6825.1%43,48541,8353.9%744,186634,28217.3%
Totals$3,175,207$2,765,26314.8%$627,349$588,9666.5%$111,142$109,6631.3%$2,436,716$2,066,63417.9%

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Same Store Facilities Operating Trends by Market (Continued)

As of December 31, 2022Year Ended December 31,
Number of FacilitiesSquare Feet (millions)Realized Rent per Occupied Square FootAverage OccupancyRealized Rent per Available Square Foot
20212020Change20212020Change20212020Change
Los Angeles21215.3$27.32$25.815.9%98.2%96.6%1.7%$26.83$24.937.6%
San Francisco1287.828.0826.595.6%97.2%96.0%1.3%27.2925.536.9%
New York906.427.4425.866.1%96.3%95.1%1.3%26.4324.587.5%
Miami835.822.4219.7313.6%97.1%94.4%2.9%21.7718.6216.9%
Seattle-Tacoma865.721.9520.238.5%95.3%94.1%1.3%20.9319.049.9%
Washington DC905.522.6521.057.6%95.3%94.4%1.0%21.5819.888.6%
Chicago1298.116.6314.9611.2%95.7%93.8%2.0%15.9214.0413.4%
Dallas-Ft. Worth1067.014.7213.3310.4%95.8%93.0%3.0%14.1112.4013.8%
Atlanta1016.614.4913.1110.5%96.0%92.8%3.4%13.9112.1714.3%
Houston956.813.5812.459.1%94.3%92.2%2.3%12.8111.4811.6%
Orlando-Daytona694.414.8713.579.6%95.7%94.4%1.4%14.2312.8111.1%
Philadelphia563.518.5516.8610.0%97.1%96.1%1.0%18.0216.2011.2%
West Palm Beach372.621.1518.3615.2%96.8%94.7%2.2%20.4817.3917.8%
Tampa513.415.5113.7113.1%96.2%93.4%3.0%14.9212.8016.6%
Charlotte503.812.4611.1012.3%95.9%92.9%3.2%11.9510.3115.9%
All other markets89356.415.5114.0910.1%96.2%94.5%1.8%14.9313.3112.2%
Totals2,276149.1$18.67$17.158.9%96.3%94.5%1.9%$17.99$16.2011.0%

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Same Store Facilities Operating Trends by Market (Continued)

Year Ended December 31,
Revenues ($000's)Direct Expenses ($000's)Indirect Expenses ($000's)Net Operating Income ($000's)
20212020Change20212020Change20212020Change20212020Change
Los Angeles$417,935$389,1097.4%$58,765$62,787(6.4)%$11,014$10,3716.2%$348,156$315,95110.2%
San Francisco216,832202,9276.9%33,92935,029(3.1)%6,6896,3375.6%176,214161,5619.1%
New York174,251162,6377.1%42,98243,849(2.0)%5,4504,88111.7%125,819113,90710.5%
Miami131,175112,74216.3%26,10026,353(1.0)%4,1824,1151.6%100,89382,27422.6%
Seattle-Tacoma122,217111,6939.4%22,45723,228(3.3)%4,0604,0570.1%95,70084,40813.4%
Washington DC122,902113,6948.1%26,53126,926(1.5)%4,0793,66711.2%92,29283,10111.1%
Chicago133,771118,56012.8%51,76450,3382.8%5,7975,4735.9%76,21062,74921.5%
Dallas-Ft. Worth102,07490,15313.2%24,19625,744(6.0)%4,6454,3656.4%73,23360,04422.0%
Atlanta96,72185,12513.6%19,04119,633(3.0)%4,8794,36611.7%72,80161,12619.1%
Houston90,19281,14411.2%27,28127,830(2.0)%4,3974,1416.2%58,51449,17319.0%
Orlando-Daytona64,98258,79310.5%13,54314,604(7.3)%3,2842,91012.9%48,15541,27916.7%
Philadelphia66,00059,66610.6%15,10515,461(2.3)%2,7302,6333.7%48,16541,57215.9%
West Palm Beach55,55847,36417.3%11,71011,708%2,0101,9045.6%41,83833,75224.0%
Tampa52,44345,20516.0%11,76712,410(5.2)%2,4042,15511.6%38,27230,64024.9%
Charlotte47,41141,10615.3%9,1139,627(5.3)%2,2082,0278.9%36,09029,45222.5%
All other markets870,799779,56811.7%194,682204,223(4.7)%41,83539,2386.6%634,282536,10718.3%
Totals$2,765,263$2,499,48610.6%$588,966$609,750(3.4)%$109,663$102,6406.8%$2,066,634$1,787,09615.6%

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Acquired Facilities

The Acquired Facilities represent 368 facilities that we acquired in 2020, 2021, and 2022. As a result of the stabilization process and timing of when these facilities were acquired, year-over-year changes can be significant. The following table summarizes operating data with respect to the Acquired Facilities:

ACQUIRED FACILITIESYear Ended December 31,Year Ended December 31,
20222021Change (a)20212020Change (a)
($ amounts in thousands, except for per square foot amounts)
Revenues (b):
2020 Acquisitions$75,647$54,890$20,757$54,890$11,365$43,525
2021 Acquisitions312,300106,474205,826106,474106,474
2022 Acquisitions14,94514,945
Total revenues402,892161,364241,528161,36411,365149,999
Cost of operations (b):
2020 Acquisitions26,16825,21695225,2166,74218,474
2021 Acquisitions101,85932,70569,15432,70532,705
2022 Acquisitions7,8847,884
Total cost of operations135,91157,92177,99057,9216,74251,179
Net operating income:
2020 Acquisitions49,47929,67419,80529,6744,62325,051
2021 Acquisitions210,44173,769136,67273,76973,769
2022 Acquisitions7,0617,061
Net operating income266,981103,443163,538103,4434,62398,820
Depreciation and amortization expense(309,312)(167,119)(142,193)(167,119)(11,904)(155,215)
Net loss$(42,331)$(63,676)$21,345$(63,676)$(7,281)$(56,395)
At December 31:
Square foot occupancy:
2020 Acquisitions88.4%88.2%0.2%88.2%63.5%38.9%
2021 Acquisitions83.1%79.9%4.0%79.9%
2022 Acquisitions79.4%
83.4%81.4%2.5%81.4%63.5%28.2%
Annual contract rent per occupied square foot:
2020 Acquisitions$17.39$14.8217.3%$14.82$12.5018.6%
2021 Acquisitions17.8115.6214.0%15.62
2022 Acquisitions11.48
$16.84$15.468.9%$15.46$12.5023.7%
Number of facilities:
2020 Acquisitions62626262
2021 Acquisitions232232232232
2022 Acquisitions7474
3682947429462232
Net rentable square feet (in thousands) (c):
2020 Acquisitions5,0755,0755,0755,075
2021 Acquisitions21,90821,8307821,83021,830
2022 Acquisitions4,7264,726
31,70926,9054,80426,9055,07521,830

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ACQUIRED FACILITIES (Continued)

As of December 31, 2022
Costs to acquire (in thousands):
2020 Acquisitions$796,065
2021 Acquisitions5,115,276
2022 Acquisitions730,480
$6,641,821

(a)Represents the percentage change with respect to square foot occupancy and annual contract rent per occupied square foot, and the absolute nominal change with respect to all other items.

(b)Revenues and cost of operations do not include tenant reinsurance and merchandise sale revenues and expenses generated at the facilities. See “Ancillary Operations” below for more information.

(c)The Acquired Facilities have an aggregate of approximately 31.7 million net rentable square feet, including 11.2 million in Texas, 3.9 million in Maryland, 1.8 million in Florida, 1.2 million in Oklahoma, 1.1 million in Virginia, 0.9 million in North Carolina, 0.8 million in each of Arizona, Colorado and Ohio, 0.6 million in each of California, Georgia, Illinois, Minnesota, and South Carolina, 0.5 million in each of Idaho, Indiana, Michigan, Missouri, Nebraska, Oregon, and Pennsylvania, 0.4 million in each of Alabama, Nevada, and Tennessee, 0.3 million in Washington, and 1.2 million in other states.

We have been active in acquiring facilities in recent years. Since the beginning of 2020, we acquired a total of 368 facilities with 31.7 million net rentable square feet for $6.6 billion. During 2022, these facilities contributed net operating income of $267.0 million.

During 2022, we acquired the Neighborhood Storage portfolio in the Ocala, Florida market, consisting of 28 properties with 1.2 million net rentable square feet, which includes 26 properties closed in December 2022 for $179.8 million and two properties that are under construction and expected to close in early 2023.

During 2021, we acquired the ezStorage portfolio, consisting of 48 properties (4.1 million net rentable square feet) for acquisition cost of $1.8 billion. Included in the Acquisition results in the table above are ezStorage portfolio revenues of $100.8 million, NOI of $79.9 million (including Direct NOI of $82.7 million), and average square footage occupancy of 89.6% for 2022.

During 2021, we acquired the All Storage portfolio, consisting of 56 properties (7.5 million net rentable square feet) for $1.5 billion. Included in the Acquisition results in the table above are All Storage portfolio revenues of $79.2 million, NOI of $48.4 million (including Direct NOI of $51.2 million), and average square footage occupancy of 79.4% for 2022.

We remain active in seeking to acquire additional self-storage facilities. Subsequent to December 31, 2022, we acquired or were under contract to acquire eight self-storage facilities across five states with 0.5 million net rentable square feet, for $70.5 million. Future acquisition volume is likely to be impacted by increasing cost of capital requirements and overall macro-economic uncertainties.

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Developed and Expanded Facilities

The developed and expanded facilities include 62 facilities that were developed on new sites since January 1, 2017, and 91 facilities expanded to increase their net rentable square footage. Of these expansions, 51 were completed before 2021, 27 were completed in 2021 or 2022, and 13 are currently in process at December 31, 2022. The following table summarizes operating data with respect to the Developed and Expanded Facilities:

DEVELOPED AND EXPANDED FACILITIES
Year Ended December 31,Year Ended December 31,
20222021Change (a)20212020Change (a)
($ amounts in thousands, except for per square foot amounts)
Revenues (b):
Developed in 2017$35,216$27,593$7,623$27,593$21,541$6,052
Developed in 201836,78928,3088,48128,30820,1638,145
Developed in 201916,44411,9214,52311,9216,4555,466
Developed in 20206,8383,4053,4333,4053013,104
Developed in 20218,3331,6026,7311,6021,602
Developed in 2022687687
Expansions completed before 202195,02970,09124,93870,09147,88622,205
Expansions completed in 2021 or 202251,37433,74617,62833,74629,3334,413
Expansions in process18,53520,392(1,857)20,39219,681711
Total revenues269,245197,05872,187197,058145,36051,698
Cost of operations (b):
Developed in 201710,4169,9324849,9329,625307
Developed in 201810,7429,9837599,98310,364(381)
Developed in 20195,6225,2403825,2404,685555
Developed in 20201,7021,679231,6793831,296
Developed in 20213,5391,5461,9931,5461,546
Developed in 2022738738
Expansions completed before 202130,35728,5541,80328,55425,0833,471
Expansions completed in 2021 or 202212,5548,9493,6058,9498,187762
Expansions in process3,7964,146(350)4,1464,544(398)
Total cost of operations79,46670,0299,43770,02962,8717,158
Net operating income (loss):
Developed in 201724,80017,6617,13917,66111,9165,745
Developed in 201826,04718,3257,72218,3259,7998,526
Developed in 201910,8226,6814,1416,6811,7704,911
Developed in 20205,1361,7263,4101,726(82)1,808
Developed in 20214,794564,7385656
Developed in 2022(51)(51)
Expansions completed before 202164,67241,53723,13541,53722,80318,734
Expansions completed in 2021 or 202238,82024,79714,02324,79721,1463,651
Expansions in process14,73916,246(1,507)16,24615,1371,109
Net operating income189,779127,02962,750127,02982,48944,540
Depreciation and amortization expense(63,362)(56,411)(6,951)(56,411)(48,573)(7,838)
Net income$126,417$70,618$55,799$70,618$33,916$36,702

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DEVELOPED AND EXPANDED FACILITIES (Continued)
As of December 31,As of December 31,
20222021Change (a)20212020Change (a)
($ amounts in thousands, except for per square foot amounts)
Square foot occupancy:
Developed in 201789.3%91.4%(2.3)%91.4%88.7%3.0%
Developed in 201887.5%88.6%(1.2)%88.6%86.5%2.4%
Developed in 201987.3%87.3%87.3%84.6%3.2%
Developed in 202094.3%88.9%6.1%88.9%34.0%161.5%
Developed in 202182.4%48.8%68.9%48.8%
Developed in 202241.6%
Expansions completed before 202186.7%86.6%0.1%86.6%75.0%15.5%
Expansions completed in 2021 or 202280.0%81.4%(1.7)%81.4%90.8%(10.4)%
Expansions in process81.8%89.2%(8.3)%89.2%94.4%(5.5)%
84.1%85.3%(1.4)%85.3%81.2%5.0%
Annual contract rent per occupied square foot:
Developed in 2017$19.77$16.0323.3%16.0312.6426.8%
Developed in 201820.8417.0822.0%17.0812.7334.2%
Developed in 201918.1914.5824.8%14.589.6950.5%
Developed in 202021.7517.6723.1%17.6710.0875.3%
Developed in 202118.0415.4117.1%15.41
Developed in 202213.84
Expansions completed before 202116.1713.6418.5%13.6410.4131.0%
Expansions completed in 2021 or 202221.5219.1412.4%19.1418.195.2%
Expansions in process26.4924.0310.2%24.0321.879.9%
$18.98$16.0818.0%16.0812.7925.7%
Number of facilities:
Developed in 201716161616
Developed in 201818181818
Developed in 201911111111
Developed in 20203333
Developed in 20216666
Developed in 202288
Expansions completed before 202151515151
Expansions completed in 2021 or 2022272727252
Expansions in process13131313
15314581451378
Net rentable square feet (in thousands) (c):
Developed in 20172,0402,0402,0402,040
Developed in 20182,0692,0692,0692,069
Developed in 20191,0571,0571,0571,057
Developed in 2020347347347347
Developed in 2021681681681681
Developed in 2022631631
Expansions completed before 20216,8796,8796,8796,8736
Expansions completed in 2021 or 20223,2472,6366112,6361,741895
Expansions in process749897(148)897961(64)
17,70016,6061,09416,60615,0881,518

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As of December 31, 2022
Costs to develop (in thousands):
Developed in 2017$239,871
Developed in 2018262,187
Developed in 2019150,387
Developed in 202042,063
Developed in 2021115,632
Developed in 2022100,089
Expansions completed before 2021 (d)478,659
Expansions completed in 2021 or 2022 (d)231,270
$1,620,158

(a)Represents the percentage change with respect to square foot occupancy and annual contract rent per occupied square foot, and the absolute nominal change with respect to all other items.

(b)Revenues and cost of operations do not include tenant reinsurance and merchandise sales generated at the facilities. See “Ancillary Operations” below for more information.

(c)The facilities included above have an aggregate of approximately 17.7 million net rentable square feet at December 31, 2022, including 5.0 million in Texas, 3.2 million in Florida, 2.2 million in California, 1.5 million in Colorado, 1.4 million in Minnesota, 0.9 million in North Carolina, 0.7 million in Michigan, 0.4 million in each of Missouri, New Jersey, South Carolina, and Washington, 0.3 million in Virginia, and 0.9 million in other states.

(d)These amounts only include the direct cost incurred to expand and renovate these facilities, and do not include (i) the original cost to develop or acquire the facility or (ii) the lost revenue on space demolished during the construction and fill-up period.

It typically takes at least three to four years for a newly developed or expanded self-storage facility to stabilize with respect to revenues. Physical occupancy can be achieved as early as two to three years following completion of the development or expansion through offering lower rental rates during fill-up. As a result, even after achieving high occupancy, there can still be a period of elevated revenue growth as the tenant base matures and higher rental rates are achieved.

We believe that our development and redevelopment activities generate favorable risk-adjusted returns over the long run. However, in the short run, our earnings are diluted during the construction and stabilization period due to the cost of capital to fund the development cost, as well as the related construction and development overhead expenses included in general and administrative expense.

We typically underwrite new developments to stabilize at approximately an 8.0% NOI yield on cost. Our developed facilities have thus far leased up as expected and are at various stages of their revenue stabilization periods. The actual annualized yields that we may achieve on these facilities upon stabilization will depend on many factors, including local and current market conditions in the vicinity of each property and the level of new and existing supply.

The facilities under “expansions completed” represent those facilities where the expansions have been completed at December 31, 2022. We incurred a total of $709.9 million in direct cost to expand these facilities, demolished a total of 1.2 million net rentable square feet of storage space, and built a total of 6.3 million net rentable square feet of new storage space.

At December 31, 2022, we had 22 additional facilities in development, which will have a total of 2.1 million net rentable square feet of storage space and have an aggregate development cost totaling approximately $492.3 million. We expect these facilities to open over the next 18 to 24 months.

The facilities under “expansion in process” represent those facilities where construction is in process at December 31, 2022, and together with additional future expansion activities primarily related to our Same Store Facilities at December 31, 2022, we expect to add a total of 2.5 million net rentable square feet of storage space by expanding existing self-storage facilities for an aggregate direct development cost of $487.3 million.

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Other Non-Same Store Facilities

The “Other Non-Same Store Facilities” represent facilities which, while not newly acquired, developed, or expanded, are not fully stabilized since January 1, 2020, including facilities undergoing fill-up as well as facilities damaged in casualty events such as hurricanes, floods, and fires.

The Other Non-Same Store Facilities have an aggregate of 5.7 million net rentable square feet, including 1.1 million in Texas, 0.6 million in each of Florida and Washington, 0.4 million in each of California and Virginia, 0.3 million in each of Indiana and South Carolina, 0.2 million in each of Arizona, Georgia, Kentucky, Massachusetts, and Tennessee, and 1.0 million in other states.

During 2022, 2021, and 2020, the average occupancy for these facilities totaled 91.4%, 92.7%, and 85.5%, respectively, and the realized rent per occupied square foot totaled $18.42, $14.61, and $12.69, respectively.

Depreciation and amortization expense

Depreciation and amortization expense for Self-Storage Operations increased $174.7 million in 2022 as compared to 2021 and increased $160.2 million in 2021 as compared to 2020, primarily due to newly acquired facilities of $5.1 billion in 2021. We expect continued increases in depreciation expense in 2023 as a result of elevated levels of capital expenditures and new facilities that are acquired, developed or expanded in 2023.

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The following discussion and analysis of the components of net income, including Ancillary Operations and items not allocated to segments, present a comparison for the year ended December 31, 2022 to the year ended December 31, 2021. The results of these components for the years ended December 31, 2021 compared to December 31, 2020 was included in our Annual Report on Form 10-K for the year ended December 31, 2021 on page 23, under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which was filed with the SEC on February 22, 2022.

Ancillary Operations

Ancillary revenues and expenses include amounts associated with the reinsurance of policies against losses to goods stored by tenants in our self-storage facilities, sale of merchandise at our self-storage facilities, and management of property owned by unrelated third parties. The following table sets forth our ancillary operations:

Year Ended December 31,
20222021Change
(Amounts in thousands)
Revenues:
Tenant reinsurance premiums$188,201$166,585$21,616
Merchandise28,30328,466(163)
Third party property management19,63117,2072,424
Total revenues236,135212,25823,877
Cost of operations:
Tenant reinsurance36,83033,9322,898
Merchandise17,11317,274(161)
Third party property management18,75517,3621,393
Total cost of operations72,69868,5684,130
Net operating income (loss):
Tenant reinsurance151,371132,65318,718
Merchandise11,19011,192(2)
Third party property management876(155)1,031
Total net operating income$163,437$143,690$19,747

Tenant reinsurance operations: Tenant reinsurance premium revenue increased $21.6 million or 13.0% in 2022 over 2021, as a result of an increase in our tenant base with respect to acquired, newly developed, and expanded facilities and the third party properties we manage. Tenant reinsurance premium revenue generated from tenants at our Same-Store Facilities were $139.0 million and $133.9 million in 2022 and 2021, respectively, representing a 3.8% year over year increase in 2022.

We expect future growth will come primarily from customers of newly acquired and developed facilities, as well as additional tenants at our existing unstabilized self-storage facilities.

Cost of operations primarily includes claims paid as well as claims adjustment expenses. Claims expenses vary based upon the number of insured tenants and the volume of events that drive covered customer losses, such as burglary, as well as catastrophic weather events affecting multiple properties such as hurricanes and floods. Included in cost of operations are $2.7 million of estimated claims costs related to Hurricane Ian for 2022, as compared to $2.0 million of estimated claims costs related to Hurricane Ida for 2021.

Merchandise sales: Sales of locks, boxes, and packing supplies at our self-storage facilities are primarily impacted by the level of move-ins and other customer traffic at our self-storage facilities. We do not expect any significant changes in revenues or profitability from our merchandise sales in 2023.

Third-party property management: At December 31, 2022, in our third-party property management program, we managed 114 facilities for unrelated third parties, and were under contract to manage 78 additional facilities including 73

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facilities that are currently under construction. During 2022, we added 60 facilities to the program, acquired three facilities from the program, and had 17 properties exit the program due to sales to other buyers. While we expect this business to increase in scope and size, we do not expect any significant changes in overall profitability of this business in the near term as we seek new properties to manage and are in the earlier stages of fill-up for newly managed properties.

Analysis of items not allocated to segments

Equity in earnings of unconsolidated real estate entities

We account for the equity investments in PSB and Shurgard using the equity method and record our pro-rata share of the net income of these entities. The following table, and the discussion below, sets forth our equity in earnings of unconsolidated real estate entities:

Year Ended December 31,
20222021Change
(Amounts in thousands)
Equity in earnings:
PSB$80,596$207,722$(127,126)
Shurgard26,38524,3712,014
Total equity in earnings$106,981$232,093$(125,112)

Investment in PSB: On April 24, 2022, PSB entered into an Agreement and Plan of Merger whereby affiliates of Blackstone agreed to acquire all outstanding shares of PSB’s common stock for $187.50 per share in cash. On July 20, 2022, PSB announced that it completed the merger transaction with Blackstone. Each share of PSB common stock and each common unit of partnership interest we held in PSB were converted into the right to receive the merger consideration of $187.50 per share or unit, including a $5.25 closing cash dividend per share or unit, and a $0.22 prorated quarterly cash dividend per share or unit, for a total of $187.72 per share or unit. At the close of the merger transaction, we received a total of $2.7 billion of cash proceeds and recognized a gain of $2.1 billion, which was classified within gain on sale of our equity investment in PS Business Parks, Inc. in the Consolidated Statement of Income. Accordingly, equity in earnings from PSB for the year ended December 31, 2022 reflect activities through the merger date, July 20, 2022.

Included in our equity earnings from PSB is our equity share of gains on sale of real estate totaling $49.1 million and $149.0 million for the years ended December 31, 2022 and 2021, respectively. Our equity share of earnings from PSB contributed $57.7 million and $99.3 million to Core FFO in 2022 and 2021, respectively.

As a result of closing the sale of PSB, we will no longer recognize equity in earnings from PSB in the future.

Investment in Shurgard: Included in our equity earnings from Shurgard for the year ended December 31, 2022 is our equity share of gains on sale of real estate totaling $3.5 million.

For purposes of recording our equity in earnings from Shurgard, the Euro was translated at exchange rates of approximately 1.070 U.S. Dollars per Euro at December 31, 2022 (1.134 at December 31, 2021), and average exchange rates of 1.054 for 2022 and 1.183 for 2021. Accordingly, our equity in earnings from Shurgard was negatively impacted by the strengthening of the U.S. Dollar against the Euro by approximately 10.9% during the year ended December 31, 2022.

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General and administrative expense: The following table sets forth our general and administrative expense:

Year Ended December 31,
20222021Change
(Amounts in thousands)
Share-based compensation expense$37,865$37,760$105
Development and acquisition costs17,5408,8928,648
Federal and State tax expense and related compliance costs16,08611,5304,556
Legal costs4,0146,194(2,180)
Corporate management costs21,80818,5943,214
Other costs17,42918,284(855)
Total$114,742$101,254$13,488

Development and acquisition costs primarily represent internal and external expenses related to our development and acquisition of real estate facilities and varies primarily based upon the level of activities. The amounts in the above table are net of $17.4 million and $14.6 million in 2022 and 2021, respectively, in development costs that were capitalized to newly developed and redeveloped self-storage facilities. During 2022, we wrote off $7.0 million of accumulated development costs for cancelled development and redevelopment projects driven by significant increases in construction costs from when the projects were initiated.

Interest and other income: The following table sets forth our interest and other income:

Year Ended December 31,
20222021Change
(Amounts in thousands)
Interest earned on cash balances$20,824$101$20,723
Commercial operations9,8468,1271,719
Unrealized gain on private equity investments4,6854,685
Other5,2124,0781,134
Total$40,567$12,306$28,261

Interest expense: For 2022 and 2021, we incurred $142.4 million and $94.3 million, respectively, of interest on our outstanding notes payable. In determining interest expense, these amounts were offset by capitalized interest of $6.0 million and $3.5 million during 2022 and 2021, respectively, associated with our development activities. The increase of interest expense in 2022 as compared to 2021 is due to our issuances of debt to fund our 2021 acquisition activity. At December 31, 2022, we had $6.9 billion of notes payable outstanding, with a weighted average interest rate of approximately 2.0%.

Foreign Currency Exchange Gain: For 2022, we recorded foreign currency gains of $98.3 million, representing primarily the changes in the U.S. Dollar equivalent of our Euro-denominated unsecured notes due to fluctuations in exchange rates (gains of $111.8 million for 2021). The Euro was translated at exchange rates of approximately 1.070 U.S. Dollars per Euro at December 31, 2022 and 1.134 at December 31, 2021. Future gains and losses on foreign currency will be dependent upon changes in the relative value of the Euro to the U.S. Dollar and the level of Euro-denominated notes payable outstanding.

Gain on Sale of Real Estate: In 2022 and 2021, we recorded gains on sale of real estate totaling $1.5 million and $13.7 million, respectively, in connection with the partial sale of real estate facilities pursuant to eminent domain proceedings.

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Liquidity and Capital Resources

Overview and our Sources of Capital

While operating as a REIT allows us to minimize the payment of U.S. federal corporate income tax expense, we are required to distribute at least 90% of our taxable income to our shareholders. Notwithstanding this requirement, our annual operating retained cash flow increased from $200 million to $300 million per year in recent years to approximately $700 million in 2021 and $1 billion in 2022. Retained operating cash flow represents our expected cash flow provided by operating activities (including property operating costs and interest payments described below), less shareholder distributions and capital expenditures. We expect retained cash flow of approximately $500 million for 2023.

The REIT distribution requirement limits cash flow from operations that can be retained and reinvested in the business, increasing our reliance upon raising capital to fund growth. Capital needs in excess of retained cash flow are met with: (i) medium and long-term debt, (ii) preferred equity, and (iii) common equity. We select among these sources of capital based upon relative cost, availability, the desire for leverage, and considering potential constraints caused by certain features of capital sources, such as debt covenants. We view our line of credit, as well as any short-term bank loans, as bridge financing.

Because raising capital is important to our growth, we endeavor to maintain a strong financial profile characterized by strong credit metrics, including low leverage relative to our total capitalization and operating cash flows. We are one of the highest rated REITs, as rated by major rating agencies Moody’s and Standard & Poor’s. Our senior notes payable have an “A” credit rating by Standard & Poor’s and “A2” by Moody’s. Our credit ratings on each of our series of preferred shares are “A3” by Moody’s and “BBB+” by Standard & Poor’s. Our credit profile enables us to effectively access both the public and private capital markets to raise capital.

We have a $500.0 million revolving line of credit that we are able to use as temporary “bridge” financing until we are able to raise longer term capital. As of December 31, 2022 and February 21, 2023, there were no borrowings outstanding on the revolving line of credit; however, we do have approximately $18.6 million of outstanding letters of credit, which limits our borrowing capacity to $481.4 million as of February 21, 2023. Our line of credit matures on April 19, 2024.

We believe that we have significant financial flexibility to adapt to changing conditions and opportunities, and we have significant access to sources of capital including debt and preferred equity. While the costs of financing have increased recently, based on our strong credit profile and our substantial current liquidity relative to our capital requirements noted below, we would not expect any potential capital market dislocations to have a material impact upon our expected capital and growth plans over the next 12 months. However, if capital market conditions were to change significantly in the long run, our access to or cost of debt and preferred equity capital could be negatively impacted and potentially affect future investment activities.

Our current and expected capital resources include: (i) $775.3 million of cash as of December 31, 2022 and (ii) approximately $500.0 million of expected retained operating cash flow over the next twelve months. We believe that our cash provided by our operating activities will continue to be sufficient to enable us to meet our ongoing cash requirements for interest payments on debt, maintenance capital expenditures, and distributions to our shareholders for the foreseeable future.

As described below, our current committed cash requirements consist of (i) $70.5 million in property acquisitions currently under contract and (ii) $606.6 million of remaining spending on our current development pipeline, which will be incurred primarily in the next 18 to 24 months. Our cash requirements may increase over the next year as we add projects to our development pipeline and acquire additional properties. Additional potential cash requirements could result from various activities including the redemption of outstanding preferred securities, repurchases of common stock, or merger and acquisition activities, as and to the extent we determine to engage in such activities.

Over the long term, to the extent that our cash requirements exceed our capital resources, we believe we have a variety of possibilities to raise additional capital including issuing common or preferred securities, issuing debt, or entering into joint venture arrangements to acquire or develop facilities.

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Cash Requirements

The following summarizes our expected material cash requirements, which comprise (i) contractually obligated expenditures, including payments of principal and interest, (ii) other essential expenditures, including property operating expenses, maintenance capital expenditures and dividends paid in accordance with REIT distribution requirements, and (iii) opportunistic expenditures, including acquisitions and developments and repurchases of our securities. We expect to satisfy these cash requirements through operating cash flow and opportunistic debt and equity financings.

Required Debt Repayments: As of December 31, 2022, the principal outstanding on our debt totaled approximately $6.9 billion, consisting of $10.1 million of secured notes payable, $1.7 billion of Euro-denominated unsecured notes payable and $5.3 billion of U.S. Dollar denominated unsecured notes payable. Approximate principal maturities and interest payments are as follows (amounts in thousands):

2023$151,532
2024933,385
2025367,561
20261,251,404
2027587,643
Thereafter4,349,115
$7,640,640

Capital Expenditure Requirements: Capital expenditures include general maintenance, major repairs, or replacements to elements of our facilities to keep our facilities in good operating condition and maintain their visual appeal. Capital expenditures do not include costs relating to the development of new facilities or redevelopment of existing facilities to increase their available rentable square footage.

Capital expenditures totaled $452.3 million in 2022 and are expected to approximate $450 million in 2023. In addition to standard capital repairs of building elements reaching the end of their useful lives, our capital expenditures in recent years have included incremental expenditures to enhance the competitive position of certain of our facilities relative to local competitors pursuant to a multi-year program. Such investments include development of more pronounced, attractive, and clearly identifiable color schemes and signage and upgrades to the configuration and layout of the offices and other customer zones to improve the customer experience. We spent approximately $189 million in 2022 and expect to spend $160 million in 2023 on this effort. In addition, we have made investments in LED lighting and the installation of solar panels, which approximated $56 million for the year ended December 31, 2022 and we expect to spend $132 million in 2023.

We believe that these incremental investments improve customer satisfaction, the attractiveness and competitiveness of our facilities to new and existing customers and, in the case of LED lighting and solar panels, reduce operating costs.

Requirement to Pay Distributions: For all periods presented herein, we have elected to be treated as a REIT, as defined in the Code. For each taxable year in which we qualify for taxation as a REIT, we will not be subject to U.S. federal corporate income tax on our “REIT taxable income” (generally, taxable income subject to specified adjustments, including a deduction for dividends paid and excluding our net capital gain) that is distributed to our shareholders. We believe we have met these requirements in all periods presented herein, and we expect to continue to qualify as a REIT.

On February 4, 2023, our Board declared a regular common quarterly dividend of $3.00 per common share totaling approximately $526 million, which will be paid at the end of March 2023. Our consistent, long-term dividend policy has been to distribute our taxable income. Future quarterly distributions with respect to the common shares will continue to be determined based upon our REIT distribution requirements after taking into consideration distributions to the preferred shareholders and will be funded with cash flows from operating activities. Our future aggregate annual common dividend distributions may increase as a result of the issuance of additional common shares, including any shares that would be issued if we were to consummate our recently proposed acquisition of Life Storage.

The annual distribution requirement with respect to our preferred shares outstanding at December 31, 2022 is approximately $194.7 million per year.

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Real Estate Investment Activities: We continue to seek to acquire additional self-storage facilities from third parties. Subsequent to December 31, 2022, we acquired or were under contract to acquire eight self-storage facilities for a total purchase price of $70.5 million.

We are actively seeking to acquire additional facilities. However, future acquisition volume will depend upon whether additional owners will be motivated to market their facilities, which will in turn depend upon factors such as economic conditions and the level of seller confidence.

As of December 31, 2022, we had development and expansion projects at a total cost of approximately $979.6 million. Costs incurred through December 31, 2022 were $373.0 million, with the remaining cost to complete of $606.6 million expected to be incurred primarily in the next 18 to 24 months. Some of these projects are subject to contingencies such as entitlement approval. We expect to continue to seek to add projects to maintain and increase our robust pipeline. Our ability to do so continues to be challenged by various constraints such as difficulty in finding projects that meet our risk-adjusted yield expectations and challenges in obtaining building permits for self-storage facilities in certain municipalities.

Property Operating Expenses: The direct and indirect cost of our operations impose significant cash requirements. Direct operating costs include property taxes, on-site property manager payroll, repairs and maintenance, utilities, and marketing. Indirect operating costs include supervisory payroll and centralized management costs. The cash requirements from these operating costs will vary year to year based on, among other things, changes in the size of our portfolio and changes in property tax rates and assessed values, wage rates, and marketing costs in our markets.

Redemption of Preferred Securities: Historically, we have taken advantage of refinancing higher coupon preferred securities with lower coupon preferred securities. In the future, we may also elect to finance the redemption of preferred securities with proceeds from the issuance of debt. As of February 21, 2023, we have two series of preferred securities that are eligible for redemption, at our option and with 30 days’ notice: our 5.150% Series F Preferred Shares ($280.0 million) and our 5.050% Series G Preferred Shares ($300.0 million). See Note 9 to our December 31, 2022 consolidated financial statements for the redemption dates of all of our series of preferred shares. Redemption of such preferred shares will depend upon many factors, including the rate at which we could issue replacement preferred securities. None of our preferred securities are redeemable at the option of the holders.

Repurchases of Common Shares: Our Board has authorized management to repurchase up to 35,000,000 of our common shares on the open market or in privately negotiated transactions. During 2022, we did not repurchase any of our common shares. From the inception of the repurchase program through February 21, 2023, we have repurchased a total of 23,721,916 common shares at an aggregate cost of approximately $679.1 million. Future levels of common share repurchases will be dependent upon our available capital, investment alternatives and the trading price of our common shares.

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FY 2021 10-K MD&A

SEC filing source: 0001393311-22-000010.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2022-02-22. Report date: 2021-12-31.

ITEM 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our consolidated financial statements and notes thereto.

Critical Accounting Estimates

The preparation of consolidated financial statements and related disclosures in conformity with U.S. generally accepted accounting principles (“GAAP”) requires us to make judgments, assumptions, and estimates that affect the amounts reported. On an ongoing basis, we evaluate our estimates and assumptions. These estimates and assumptions are based on current facts, historical experience, and various other factors that we believe are reasonable under the circumstances to determine reported amounts of assets, liabilities, revenues, and expenses that are not readily apparent from other sources.

We believe the following are our critical accounting estimates, because they are reasonably likely to have a material impact on the portrayal of our financial condition and results, and they require us to make judgments and estimates about matters that involve a significant level of uncertainty.

Impairment of Long-Lived Assets: The analysis of impairment of our long-lived assets, including our real estate facilities, involves identification of indicators of impairment, including unfavorable operational results and significant cost overruns on construction, projections of future operating cash flows, and estimates of fair values, all of which require significant judgment and subjectivity. In particular, these estimates are sensitive to significant assumptions, such as the projections of future rental rates, stabilized occupancy level, future profit margin, discount rates and capitalization rates, all of which could be affected by our expectations about future market or economic conditions. Others could come to materially different conclusions. In addition, we may not have identified all current facts and circumstances that may affect impairment. Any unidentified impairment loss, or change in conclusions, could have a material adverse impact on our net income.

Allocating Purchase Price for Acquired Real Estate Facilities: We estimate the fair values of the assets and liabilities of acquired real estate facilities, which consist principally of land and buildings, for purposes of allocating the aggregate purchase price of acquired real estate facilities. We estimate the fair value of land based upon price per square foot derived from observable transactions involving comparable land in similar locations as adjusted for location quality, parcel size, and date of sale associated with the acquired facilities. The fair value estimate of land is sensitive to the adjustments made to the land market transactions used in the estimate, particularly when there is a lack of recent

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comparable land market data. For large portfolio acquisitions, we estimate the fair value of buildings primarily using the income approach by estimating the fair value of hypothetical vacant acquired facilities and adjusting for the estimated fair value of land. For individual and small portfolio acquisitions, we estimate the fair value of buildings primarily based upon the estimated current replacement cost, which we calculate by estimating the replacement cost of new purpose-built self-storage facilities in similar geographic regions and adjusting for age, quality, amenities, and configuration associated with the buildings acquired. The fair value estimate of buildings is sensitive to assumptions used in both the income approach, such as lease-up period, future stabilized operating cash flows, capitalization rate and discount rate, and in the replacement cost approach, such as current cost adjustment, soft cost and developer profit estimate. Others could come to materially different conclusions as to the estimated fair values of land and buildings, which would result in different depreciation and amortization expense, gains and losses on sale of real estate assets, as well as the level of land and buildings on our consolidated balance sheet.

Overview

Our self-storage operations generate most of our net income and our earnings growth is most impacted by the level of organic growth within our Same Store Facilities (as defined below). Accordingly, a significant portion of management’s time is devoted to maximizing cash flows from our existing self-storage facility portfolio.

During the year ended December 31, 2021, revenues generated by our Same Store Facilities increased by 10.5%, as compared to the previous year, while Same Store cost of operations decreased by 2%. Demand and operating trends have continued to improve, leading to increases in our self-storage rental rates and reduction in advertising expense in all markets while maintaining high levels of occupancy.

In addition to managing our existing facilities for organic growth, we have grown and plan to continue to grow through the acquisition and development of new facilities and expansion of our existing self-storage facilities. During 2021, we acquired a near-record high of 232 facilities with 21.8 million net rentable square feet for $5.1 billion. In addition, we developed and expanded self-storage space for a total cost of $218.0 million, adding 1.6 million net rentable square feet. During the year ended December 31, 2021, revenue generated by our acquired and newly developed and expanded facilities increased by 112.9% as compared to the previous year.

Our strong financial profile continues to enable effective access to capital markets in order to support our growth. During 2021, we raised an aggregate of $5.1 billion in four public debt offerings, resulting in aggregate notes payable of $7.5 billion with a weighted average rate of 1.8% at December 31, 2021. Additionally, during 2021, we issued $1.2 billion in three public offerings of our preferred shares offset by $1.2 billion in redemptions of our preferred shares, reducing our weighted average dividend rate from 4.8% at December 31, 2020 to 4.5% at December 31, 2021.

In order to enhance the competitive position of certain of our facilities relative to local competitors (including newly developed facilities) and execute on our climate initiatives and long-term sustainability strategies, we have embarked on our multi-year Property of Tomorrow program to (i) rebrand our properties through more pronounced, attractive, and clearly identifiable color schemes and signage, (ii) enhance the energy efficiency of our properties, and (iii) upgrade the configuration and layout of the offices and other customer zones to improve the customer experience. We expect to complete the program by the end of 2025. We spent approximately $130 million on the program in 2021 and expect to spend approximately $180 million in 2022.

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Results of Operations

Operating Results for 2021 and 2020

In 2021, net income allocable to our common shareholders was $1,732.4 million or $9.87 per diluted common share, compared to $1,098.3 million or $6.29 per diluted common share in 2020 representing an increase of $634.1 million or $3.58 per diluted common share. The increase is due primarily to (i) a $437.4 million increase in self-storage net operating income, (ii) a $209.7 million increase in foreign currency exchange gains associated with our Euro denominated notes payable, and (iii) our $149.0 million equity share of gains on sale of real estate recorded by PS Business Parks in 2021, partially offset by (iv) a $160.2 million increase in depreciation and amortization expense.

The $437.4 million increase in self-storage net operating income in 2021 as compared to 2020 is a result of a $276.9 million increase in our Same Store Facilities, and a $160.5 million increase in our Non-Same Store Facilities (as defined below). Revenues for the Same Store Facilities increased 10.5% or $262.7 million in 2021 as compared to 2020, due primarily to higher realized annual rent per available square foot and weighted average square foot occupancy. Cost of operations for the Same Store Facilities decreased by 2.0% or $14.2 million in 2021 as compared to 2020, due primarily to (i) a 36.1% ($22.4 million) decrease in marketing expenses and (ii) an 11.2% ($14.4 million) decrease in on-site property manager payroll. The increase in net operating income of $160.5 million for the Non-Same Store Facilities is due primarily to the impact of facilities acquired in 2021 and 2020 and the fill-up of recently developed and expanded facilities.

Operating Results for 2020 and 2019

In 2020, net income allocable to our common shareholders was $1,098.3 million or $6.29 per diluted common share, compared to $1,272.8 million or $7.29 per diluted common share in 2019, representing a decrease of $174.4 million or $1.00 per diluted common share. The decrease is due primarily to (i) a $105.8 million increase in foreign currency exchange losses associated with our Euro denominated notes payable, (ii) a $40.3 million increase in depreciation and amortization expense, (iii) a $21.1 million increase in general and administrative expense, (iv) a $15.6 million decrease due to the impact of allocations to preferred shareholders with respect to redemption of preferred shares, and (v) a $8.0 million decrease in self-storage net operating income.

The $8.0 million decrease in self-storage net operating income is a result of a $39.4 million decrease in our Same Store Facilities, offset partially by a $31.4 million increase in our non-Same Store Facilities. Revenues for the Same Store Facilities decreased 0.8% or $20.7 million in 2020 as compared to 2019, due primarily to reduced late charges and administrative fees. Cost of operations for the Same Store Facilities increased by 2.7% or $18.8 million in 2020 as compared to 2019, due primarily to a 22.6% ($11.4 million) increase in marketing expenses, a 3.0% ($7.6 million) increase in property tax expense, and a 2.3% ($2.9 million) increase in on-site property manager payroll expense. The increase in net operating income of $31.4 million for the non-Same Store Facilities is due primarily to the impact of facilities acquired in 2020 and 2019 and the fill-up of recently developed and expanded facilities.

Funds from Operations and Core Funds from Operations

Funds from Operations (“FFO”) and FFO per share are non-GAAP measures defined by the National Association of Real Estate Investment Trusts and are considered helpful measures of REIT performance by REITs and many REIT analysts. FFO represents net income before depreciation and amortization, which is excluded because it is based upon historical costs and assumes that building values diminish ratably over time, while we believe that real estate values fluctuate due to market conditions. FFO also excludes gains or losses on sale of real estate assets and real estate impairment charges, which are also based upon historical costs and are impacted by historical depreciation. FFO and FFO per share are not a substitute for net income or earnings per share. FFO is not a substitute for net cash flow in evaluating our liquidity or ability to pay dividends, because it excludes investing and financing activities presented on our consolidated statements of cash flows. In addition, other REITs may compute these measures differently, so comparisons among REITs may not be helpful.

For the year ended December 31, 2021, FFO was $13.36 per diluted common share, as compared to $9.75 and $10.58 per diluted common share for the years ended December 31, 2020 and 2019, respectively, representing an increase in 2021 of 37.0% or $3.61 per diluted common share, as compared to 2020.

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The following tables reconcile diluted earnings per share to FFO per share and set forth the computation of FFO per share:

Year Ended December 31,
202120202019
(Amounts in thousands, except per share data)
Reconciliation of Diluted Earnings per Share to FFO per Share:
Diluted Earnings per Share$9.87$6.29$7.29
Eliminate amounts per share excluded from FFO:
Depreciation and amortization4.443.533.32
Gains on sale of real estate investments, including our equity share from investments(0.95)(0.07)(0.03)
FFO per share$13.36$9.75$10.58
Computation of FFO per Share:
Net income allocable to common shareholders$1,732,444$1,098,335$1,272,767
Eliminate items excluded from FFO:
Depreciation and amortization709,349549,975511,413
Depreciation from unconsolidated real estate investments73,72970,68171,725
Depreciation allocated to noncontrolling interests and restricted share unitholders(4,415)(3,850)(4,208)
Gains on sale of real estate investments, including our equity share from investments(165,272)(12,791)(5,896)
FFO allocable to common shares$2,345,835$1,702,350$1,845,801
Diluted weighted average common shares175,568174,642174,530
FFO per share$13.36$9.75$10.58

We also present "Core FFO" and “Core FFO per share,” non-GAAP measures that represent FFO and FFO per share excluding the impact of (i) foreign currency exchange gains and losses, (ii) charges related to the redemption of preferred securities, and (iii) certain other non-cash and/or nonrecurring income or expense items primarily representing, with respect to the periods presented below, the impact of loss contingency accruals, casualties, transactional due diligence, and advisory costs. We review Core FFO and Core FFO per share to evaluate our ongoing operating performance and we believe they are used by investors and REIT analysts in a similar manner. However, Core FFO and Core FFO per share are not substitutes for net income and net income per share. Because other REITs may not compute Core FFO or Core FFO per share in the same manner as we do, may not use the same terminology or may not present such measures, Core FFO and Core FFO per share may not be comparable among REITs.

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The following table reconciles FFO per share to Core FFO per share and FFO to Core FFO, respectively:

Year Ended December 31,Year Ended December 31,
20212020Percentage Change20202019Percentage Change
(Amounts in thousands, except per share data)
Reconciliation of FFO per Share to Core FFO per Share:
FFO per share$13.36$9.7537.0%$9.75$10.58(7.8)%
Eliminate the per share impact of items excluded from Core FFO, including our equity share from investments:
Foreign currency exchange (gain) loss(0.64)0.560.56(0.04)
Preferred share redemption charge (a)0.180.280.280.21
Property losses and tenant claims due to casualties (b)0.03
Other items0.020.02
Core FFO per share$12.93$10.6121.9%$10.61$10.75(1.3)%
Reconciliation of FFO to Core FFO:
FFO allocable to common shares$2,345,835$1,702,35037.8%$1,702,350$1,845,801(7.8)%
Eliminate the impact of items excluded from Core FFO, including our equity share from investments:
Foreign currency exchange (gain) loss(111,787)97,95397,953(7,829)
Preferred share redemption charge (a)31,60448,26548,26537,246
Property losses and tenant claims due to casualties (b)4,909
Other items(543)4,4124,412255
Core FFO allocable to common shares$2,270,018$1,852,98022.5%$1,852,980$1,875,473(1.2)%
Diluted weighted average common shares175,568174,642174,642174,530
Core FFO per share$12.93$10.6121.9%$10.61$10.75(1.3)%

(a)Preferred share redemption charge was presented in allocation of net income to preferred shareholders - redemption and equity in earnings of unconsolidated real estate entities on the Consolidated Statements of Income for the years ended December 31, 2021, 2020, and 2019.

(b)Property losses and tenant claims due to casualties was presented in general and administrative expenses and ancillary cost of operations on the Consolidated Statement of Income for the year ended December 31, 2021.

Analysis of Net Income - Self-Storage Operations

Our self-storage operations are analyzed in four groups: (i) the 2,274 facilities that we have owned and operated on a stabilized basis since January 1, 2019 (the “Same Store Facilities”), (ii) 338 facilities we acquired after December 31, 2019 (the “Acquired facilities”), (iii) 142 facilities that have been newly developed or expanded, or that had commenced expansion by December 31, 2021 (the “Newly developed and expanded facilities”), and (iv) 33 other facilities, which are otherwise not stabilized with respect to occupancies or rental rates since January 1, 2019 (the “Other non-same store facilities”). See Note 13 to our December 31, 2021 consolidated financial statements “Segment Information,” for a reconciliation of the amounts in the tables below to our total net income.

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Self-Storage Operations
SummaryYear Ended December 31,Year Ended December 31,
20212020Percentage Change20202019Percentage Change
(Dollar amounts and square footage in thousands)
Revenues:
Same Store facilities$2,767,577$2,504,91910.5%$2,504,919$2,525,572(0.8)%
Acquired facilities203,33142,699376.2%42,69912,704236.1%
Newly developed and expanded facilities205,068149,08637.6%149,086121,37822.8%
Other non-same store facilities27,59024,92610.7%24,92624,8980.1%
3,203,5662,721,63017.7%2,721,6302,684,5521.4%
Cost of operations:
Same Store facilities697,244711,451(2.0)%711,451692,6562.7%
Acquired facilities71,40720,065255.9%20,0655,178287.5%
Newly developed and expanded facilities73,61766,44410.8%66,44455,04920.7%
Other non-same store facilities9,7629,5831.9%9,5839,5330.5%
852,030807,5435.5%807,543762,4165.9%
Net operating income (a):
Same Store facilities2,070,3331,793,46815.4%1,793,4681,832,916(2.2)%
Acquired facilities131,92422,634482.9%22,6347,526200.7%
Newly developed and expanded facilities131,45182,64259.1%82,64266,32924.6%
Other non-same store facilities17,82815,34316.2%15,34315,365(0.1)%
Total net operating income2,351,5361,914,08722.9%1,914,0871,922,136(0.4)%
Depreciation and amortization expense:
Same Store facilities(447,599)(445,756)0.4%(445,756)(434,150)2.7%
Acquired facilities(183,086)(32,939)455.8%(32,939)(12,883)155.7%
Newly developed and expanded facilities(61,645)(53,621)15.0%(53,621)(46,340)15.7%
Other non-same store facilities(21,098)(20,941)0.7%(20,941)(19,545)7.1%
Total depreciation and amortization expense(713,428)(553,257)29.0%(553,257)(512,918)7.9%
Net income (loss):
Same Store facilities1,622,7341,347,71220.4%1,347,7121,398,766(3.6)%
Acquired facilities(51,162)(10,305)396.5%(10,305)(5,357)92.4%
Newly developed and expanded facilities69,80629,021140.5%29,02119,98945.2%
Other non-same store facilities(3,270)(5,598)(41.6)%(5,598)(4,180)33.9%
Total net income$1,638,108$1,360,83020.4%$1,360,830$1,409,218(3.4)%
Number of facilities at period end:
Same Store facilities2,2742,2742,2742,274
Acquired facilities338106218.9%10644140.9%
Newly developed and expanded facilities1421346.0%1341312.3%
Other non-same store facilities3334(2.9)%3434
2,7872,5489.4%2,5482,4832.6%
Net rentable square footage at period end:
Same Store facilities148,695148,695148,695148,695
Acquired facilities30,0598,229265.3%8,2293,133162.7%
Newly developed and expanded facilities17,40715,8919.5%15,89114,7977.4%
Other non-same store facilities2,1582,236(3.5)%2,2362,283(2.1)%
198,319175,05113.3%175,051168,9083.6%

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(a)Net operating income or “NOI” is a non-GAAP financial measure that excludes the impact of depreciation and amortization expense, which is based upon historical real estate costs and assumes that building values diminish ratably over time, while we believe that real estate values fluctuate due to market conditions. We utilize NOI in determining current property values, evaluating property performance, and in evaluating property operating trends. We believe that investors and analysts utilize NOI in a similar manner. NOI is not a substitute for net income, operating cash flow, or other related financial measures, in evaluating our operating results. See Note 13 to our December 31, 2021 consolidated financial statements for a reconciliation of NOI to our total net income for all periods presented.

Same Store Facilities

The Same Store Facilities consist of facilities we have owned and operated on a stabilized level of occupancy, revenues, and cost of operations since January 1, 2019. The composition of our Same Store Facilities allows us more effectively to evaluate the ongoing performance of our self-storage portfolio in 2019, 2020, and 2021 and exclude the impact of fill-up of unstabilized facilities, which can significantly affect operating trends. We believe investors and analysts use Same Store information in a similar manner. However, because other REITs may not compute Same Store Facilities in the same manner as we do, may not use the same terminology or may not present such a measure, Same Store Facilities may not be comparable among REITs.

The following table summarizes the historical operating results of these 2,274 facilities (148.7 million net rentable square feet) that represent approximately 75% of the aggregate net rentable square feet of our U.S. consolidated self-storage portfolio at December 31, 2021. It includes various measures and detail that we do not include in the analysis of the developed, acquired, and other non-same store facilities, due to the relative magnitude and importance of the Same Store Facilities relative to our other self-storage facilities.

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Selected Operating Data for the Same Store Facilities (2,274 facilities)

Year Ended December 31,Year Ended December 31,
20212020Percentage Change20202019Percentage Change
(Dollar amounts in thousands, except for per square foot data)
Revenues (a):
Rental income$2,685,532$2,421,29510.9%$2,421,295$2,415,7460.2%
Late charges and administrative fees82,04583,624(1.9)%83,624109,826(23.9)%
Total revenues2,767,5772,504,91910.5%2,504,9192,525,572(0.8)%
Direct cost of operations (a):
Property taxes266,996257,7593.6%257,759250,1543.0%
On-site property manager payroll114,437128,879(11.2)%128,879125,9912.3%
Repairs and maintenance52,61950,7633.7%50,76352,985(4.2)%
Utilities40,40141,201(1.9)%41,20145,225(8.9)%
Marketing39,63962,017(36.1)%62,01750,58322.6%
Other direct property costs73,62168,2947.8%68,29467,0831.8%
Total direct cost of operations587,713608,913(3.5)%608,913592,0212.9%
Direct net operating income (b)2,179,8641,896,00615.0%1,896,0061,933,551(1.9)%
Indirect cost of operations (a):
Supervisory payroll(36,984)(40,931)(9.6)%(40,931)(39,061)4.8%
Centralized management costs(55,316)(49,054)12.8%(49,054)(50,873)(3.6)%
Share-based compensation(17,231)(12,553)37.3%(12,553)(10,701)17.3%
Net operating income2,070,3331,793,46815.4%1,793,4681,832,916(2.2)%
Depreciation and amortization expense(447,599)(445,756)0.4%(445,756)(434,150)2.7%
Net income$1,622,734$1,347,71220.4%$1,347,712$1,398,766(3.6)%
Gross margin (before indirect costs, depreciation and amortization expense)78.8%75.7%4.1%75.7%76.6%(1.2)%
Gross margin (before depreciation and amortization expense)74.8%71.6%4.5%71.6%72.6%(1.4)%
Weighted average for the period:
Square foot occupancy96.3%94.5%1.9%94.5%93.3%1.3%
Realized annual rental income per (c):
Occupied square foot$18.75$17.248.8%$17.24$17.41(1.0)%
Available square foot$18.06$16.2910.9%$16.29$16.250.2%
At December 31:
Square foot occupancy94.8%94.2%0.6%94.2%91.6%2.8%
Annual contract rent per occupied square foot (d)$20.02$17.9011.8%$17.90$17.95(0.3)%

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(a)Revenues and cost of operations do not include tenant reinsurance and merchandise sale revenues and expenses generated at the facilities. See “Ancillary Operations” below for more information.

(b)Direct net operating income (“Direct NOI”), a subtotal within NOI, is a non-GAAP financial measure that excludes the impact of supervisory payroll, centralized management costs and share-based compensation in addition to depreciation and amortization expense. We utilize direct net operating income in evaluating property performance and in evaluating property operating trends as compared to our competitors.

(c)Realized annual rent per occupied square foot is computed by dividing rental income, before late charges and administrative fees, by the weighted average occupied square feet for the period. Realized annual rent per available square foot (“REVPAF”) is computed by dividing rental income, before late charges and administrative fees, by the total available net rentable square feet for the period. These measures exclude late charges and administrative fees in order to provide a better measure of our ongoing level of revenue. Late charges are dependent upon the level of delinquency and administrative fees are dependent upon the level of move-ins. In addition, the rates charged for late charges and administrative fees can vary independently from rental rates. These measures take into consideration promotional discounts, which reduce rental income.

(d)Annual contract rent represents the agreed upon monthly rate that is paid by our tenants in place at the time of measurement. Contract rates are initially set in the lease agreement upon move-in and we adjust them from time to time with notice. Contract rent excludes other fees that are charged on a per-item basis, such as late charges and administrative fees, does not reflect the impact of promotional discounts, and does not reflect the impact of rents that are written off as uncollectible.

Analysis of Same Store Revenue

We believe a balanced occupancy and rate strategy maximizes our revenues over time. We regularly adjust the rental rates and promotional discounts offered (generally, “$1.00 rent for the first month”), as well as our marketing efforts to maximize revenue from new tenants to replace tenants that vacate.

We typically increase rental rates to our long-term tenants (generally, those who have been with us for at least a year) every six to twelve months. As a result, the number of long-term tenants we have in our facilities is an important factor in our revenue growth. The level of rate increases to long-term tenants is based upon evaluating the additional revenue from the increase against the negative impact of incremental move-outs, by considering the customer’s in-place rent and prevailing market rents, among other factors.

Revenues generated by our Same Store Facilities increased 10.5% in 2021 and decreased 0.8% in 2020, in each case as compared to the previous year. The increase in 2021 is due primarily to (i) an 8.8% increase in realized annual rent per occupied square foot for 2021 as compared to 2020 and, to a lesser extent, (ii) a 1.9% increase in average occupancy for 2021 as compared to 2020. The decrease in 2020 is due to the negative impact caused by the COVID Pandemic, certain restrictions on rate increases to existing tenants imposed by local governments due to declared state of emergency, reduced late charges and administrative fees, as well as the continued impact of increased new supply from new developments.

Our growth in revenues, weighted average square foot occupancy, realized annual rent per occupied square foot, and REVPAF for 2021 as compared to 2020 was evident in substantially all of our markets including each of our top 15 markets.

Realized annual rent per occupied square foot increased 8.8% in 2021 as compared to 2020. The increase of realized annual rent per occupied square foot in 2021 as compared to 2020 was due to (i) a 25.8% year over year increase in average rates per square foot charged to new tenants moving in as a result of strong customer demand across all markets, combined with (ii) rate increases to existing tenants in 2021 as compared to the curtailed increases in 2020. At December 31, 2021, annual contract rent per occupied square foot was 11.8% higher as compared to December 31, 2020.

We experienced high occupancy levels throughout 2021. Our average square foot occupancy levels increased 1.9% on a year over year basis during 2021 and at December 31, 2021, our square foot occupancy was 94.8%. The improvement in occupancy trends was due primarily to improved trends in move-outs, with year over year move-outs down 7.9% in 2021. This resulted in an increased average length of stay for 2021, which supports revenue growth through rate increases to long-term tenants and a reduced requirement to replace vacating tenants with new tenants, leading to reduced promotional costs and increased pricing leverage. This reduced requirement to replace vacating tenants with new tenants resulted in lower move-in volumes throughout 2021. With higher occupancy and pricing trends, we reduced promotional discounts given to new move-in customers for 2021 by 49.8% as compared to 2020.

Demand historically has been higher in the summer months than in the winter months and, as a result, rental rates charged to new tenants have typically been higher in the summer months than in the winter months. Demand fluctuates due

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to various local and regional factors, including the overall economy. Demand into our system is also impacted by new supply of self-storage space as well as alternatives to self-storage.

We expect continued revenue growth in 2022 supported by consistently high customer demand and a stable tenant base that will enable us to continue to raise rates to our existing tenants while maintaining a high level of occupancy.

Late Charges and Administrative Fees

Late charges and administrative fees decreased 1.9% year over year for 2021, due to (i) an acceleration in average collections whereby a greater percentage of tenants paid their monthly rent promptly to avoid the incurrence of such fees and (ii) reduced move-in administrative fees due to lower move-ins.

Selected Key Statistical Data

The following table sets forth average annual contract rent per square foot and total square footage for tenants moving in and moving out during the years ended December 31, 2021, 2020, and 2019. It also includes promotional discounts, which vary based upon the move-in contractual rates, move-in volume, and percentage of tenants moving in who receive the discount.

Year Ended December 31,Year Ended December 31,
20212020Change20202019Change
(Amounts in thousands, except for per square foot amounts)
Tenants moving in during the period:
Average annual contract rent per square foot$17.08$13.5825.8%$13.58$13.570.1%
Square footage93,684104,426(10.3)%104,426109,173(4.3)%
Contract rents gained from move-ins$1,600,123$1,418,10512.8%$1,418,105$1,481,478(4.3)%
Promotional discounts given$37,950$75,568(49.8)%$75,568$82,144(8.0)%
Tenants moving out during the period:
Average annual contract rent per square foot$17.56$15.5812.7%$15.58$16.01(2.7)%
Square footage92,585100,548(7.9)%100,548108,434(7.3)%
Contract rents lost from move-outs$1,625,793$1,566,5383.8%$1,566,538$1,736,028(9.8)%

Analysis of Same Store Cost of Operations

Cost of operations (excluding depreciation and amortization) decreased 2.0% in 2021 as compared to 2020 due primarily to decreased marketing and on-site property manager payroll expense. Cost of operations (excluding depreciation and amortization) increased 2.7% in 2020 as compared to 2019 due primarily to increased marketing and property tax expense.

Property tax expense increased 3.6% in 2021 as compared to 2020 and increased 3.0% in 2020 as compared to 2019 as a result of higher assessed values. We expect property tax expense growth of approximately 5.0% in 2022 due primarily to higher assessed values and, to a lesser extent, increased tax rates.

On-site property manager payroll expense decreased 11.2% in 2021 as compared to 2020 and increased 2.3% in 2020 as compared to 2019. The decrease in 2021 is primarily due to (i) a year-over-year decline in hours worked due to staffing reductions from reduced move-in and move-out activity and revisions to other operational processes and (ii) a temporary $3.00 hourly incentive increase and enhancement of paid time off benefits to all of our property managers between April 1, 2020 and June 30, 2020 in response to the COVID Pandemic, partially offset by wage increases in response to competitive labor conditions experienced in most geographical markets since the second quarter of 2021. On October 1, 2021, we increased the wages of all of our property employees by an average of 7.5%, bringing our average pay for non-resident property employees (i.e. those not receiving rent and utility free housing) to $15 per hour. We expect on-

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site property manager payroll expense to increase in 2022 driven by increased wage rates, partially offset by expected reduction in labor hours.

Our utility expenses consist primarily of electricity costs, which are dependent upon energy prices, subject to fluctuations due to market conditions, and usage levels. Changes in usage levels are driven primarily by weather and temperature. Utility expense decreased 1.9% in 2021 as compared to 2020 and 8.9% in 2020 as compared to 2019. The decreases experienced in 2021 and 2020 are due primarily to investments we are making in energy saving technology such as solar power and LED lights, which generate favorable returns on investment in the form of lower utility usage.

Marketing expense includes Internet advertising and the operating costs of our telephone reservation center. Internet advertising expense, comprising keyword search fees assessed on a “per click” basis, varies based upon demand for self-storage space, the quantity of people inquiring about self-storage through online search, occupancy levels, the number and aggressiveness of bidding competitors, and other factors. These factors are volatile; accordingly, Internet advertising can increase or decrease significantly in the short-term. We decreased marketing expense by 36.1% in 2021 as compared to 2020 due primarily to lower volume of paid search programs we utilized in 2021 given strong demand and high occupancies in many of our same store properties. Marketing expense increased 22.6% in 2020 as compared to 2019, due primarily to both higher volume of paid search programs we utilized to attract more customers for our space, and cost per click for keyword search terms increased due to more keyword bidding competition from existing self-storage owners and operators, including owners of newly developed facilities and nontraditional storage providers.

Other direct property costs include administrative expenses specific to each self-storage facility, such as property insurance, telephone and data communication lines, business license costs, bank charges related to processing the facilities’ cash receipts, tenant mailings, credit card fees, eviction costs, and the cost of operating each property’s rental office. These costs increased 7.8% in 2021 as compared to 2020 and 1.8% in 2020 as compared to 2019. We continue to experience increased credit card fees due to a long-term trend of more customers paying with credit cards rather than cash, checks, or other methods of payment with lower transaction costs.

Supervisory payroll expense, which represents cash compensation paid to the management personnel who directly and indirectly supervise the on-site property managers, decreased 9.6% in 2021 as compared to 2020, due primarily to lower headcount in 2021 and incentives related to the COVID Pandemic in 2020. Supervisory payroll increased 4.8% in 2020 as compared to 2019 due to higher headcount.

Centralized management costs represents administrative and cash compensation expenses for shared general corporate functions to the extent their efforts are devoted to self-storage operations. Such functions include information technology support, hardware, and software, as well as centralized administration of payroll, benefits, training, repairs and maintenance, customer service, pricing and marketing, operational accounting and finance, and legal costs. Centralized management costs increased 12.8% in 2021 as compared to 2020 and decreased 3.6% in 2020 as compared to 2019. The increase in 2021 was due primarily to an increase in technology and data team costs that support property operations. We expect increases in centralized management costs in 2022 due to continued investment in our technology and data platforms that support our property operations.

Share-based compensation expense includes the amortization of restricted share units and stock options granted to management personnel who directly and indirectly supervise the on-site property managers, as well as those employees responsible for providing shared general corporate functions to the extent their efforts are devoted to self-storage operations. Such functions are listed above under centralized management costs. Share-based compensation expense varies based upon the level of grants and their related vesting and amortization periods, forfeitures, as well as the Company’s common share price on the date of each grant. Share-based compensation expense increased 37.3% in 2021 as compared to 2020 and 17.3% in 2020 as compared to 2019. The increase in 2021 is due primarily to the absence of comparable performance-based share-based compensation expense in 2020 and the accelerated compensation costs recognized in 2021 associated with modifying our share-based compensation plans in July 2020, to allow immediate vesting upon retirement.

31

Analysis of Market Trends

The following tables set forth selected market trends in our Same Store Facilities:

Same Store Facilities Operating Trends by Market

As of December 31, 2021Year Ended December 31,
Number of FacilitiesSquare Feet (millions)Realized Rent per Occupied Square FootAverage OccupancyRealized Rent per Available Square Foot
20212020Change20212020Change20212020Change
Los Angeles21315.2$27.48$25.985.8%98.2%96.6%1.7%$26.99$25.107.5%
San Francisco1308.127.9626.465.7%97.2%96.0%1.3%27.1725.407.0%
New York906.427.4425.866.1%96.3%95.1%1.3%26.4324.587.5%
Miami835.822.4119.7513.5%97.1%94.4%2.9%21.7518.6416.7%
Seattle-Tacoma875.922.0220.318.4%95.4%94.1%1.4%21.0119.129.9%
Washington DC895.522.7021.117.5%95.3%94.4%1.0%21.6219.938.5%
Chicago1298.116.6314.9611.2%95.7%93.8%2.0%15.9214.0413.4%
Atlanta986.414.5313.1810.2%96.0%92.9%3.3%13.9512.2414.0%
Dallas-Ft. Worth1026.614.7213.409.9%95.9%93.0%3.1%14.1212.4713.2%
Houston926.413.6912.648.3%94.3%92.1%2.4%12.9111.6410.9%
Orlando-Daytona704.514.8613.559.7%95.7%94.3%1.5%14.2112.7911.1%
Philadelphia563.518.5516.8610.0%97.1%96.1%1.0%18.0216.2011.2%
West Palm Beach402.920.8718.0915.4%96.8%94.7%2.2%20.2117.1417.9%
Tampa523.515.5113.7013.2%96.2%93.4%3.0%14.9212.8016.6%
Charlotte503.812.4611.1012.3%95.9%92.9%3.2%11.9510.3115.9%
All other markets89356.115.5514.1410.0%96.2%94.5%1.8%14.9613.3612.0%
Totals2,274148.7$18.75$17.248.8%96.3%94.5%1.9%$18.06$16.2910.9%

32

Same Store Facilities Operating Trends by Market (Continued)

Year Ended December 31,
Revenues ($000's)Direct Expenses ($000's)Indirect Expenses ($000's)Net Operating Income ($000's)
20212020Change20212020Change20212020Change20212020Change
Los Angeles$416,955$388,6137.3%$58,558$62,562(6.4)%$11,022$10,3656.3%$347,375$315,68610.0%
San Francisco224,439209,9416.9%34,92636,094(3.2)%6,8476,4965.4%182,666167,3519.2%
New York174,251162,6377.1%42,98243,849(2.0)%5,4504,88111.7%125,819113,90710.5%
Miami130,210112,12816.1%25,86326,173(1.2)%4,1734,1131.5%100,17481,84222.4%
Seattle-Tacoma126,925116,0549.4%23,13823,917(3.3)%4,1604,1540.1%99,62787,98313.2%
Washington DC121,757112,7398.0%26,28726,695(1.5)%4,0333,62911.1%91,43782,41510.9%
Chicago133,771118,56012.8%51,76450,3382.8%5,7975,4735.9%76,21062,74921.5%
Atlanta94,15983,12013.3%18,46619,080(3.2)%4,7314,23611.7%70,96259,80418.7%
Dallas-Ft. Worth96,39285,54512.7%22,52123,884(5.7)%4,4254,1466.7%69,44657,51520.7%
Houston85,43677,31810.5%26,03426,737(2.6)%4,2383,9886.3%55,16446,59318.4%
Orlando-Daytona65,86459,57310.6%13,70814,779(7.2)%3,3302,95412.7%48,82641,84016.7%
Philadelphia66,00059,66610.6%15,10515,461(2.3)%2,7302,6333.7%48,16541,57215.9%
West Palm Beach59,46650,62317.5%12,52312,549(0.2)%2,1682,0575.4%44,77536,01724.3%
Tampa53,60846,21616.0%12,07012,723(5.1)%2,4542,20311.4%39,08431,29024.9%
Charlotte47,41141,10615.3%9,1139,627(5.3)%2,2082,0278.9%36,09029,45222.5%
All other markets870,933781,08011.5%194,655204,445(4.8)%41,76539,1836.6%634,513537,45218.1%
Totals$2,767,577$2,504,91910.5%$587,713$608,913(3.5)%$109,531$102,5386.8%$2,070,333$1,793,46815.4%

33

Same Store Facilities Operating Trends by Market (Continued)

As of December 31, 2021Year Ended December 31,
Number of FacilitiesSquare Feet (millions)Realized Rent per Occupied Square FootAverage OccupancyRealized Rent per Available Square Foot
20202019Change20202019Change20202019Change
Los Angeles21315.2$25.98$25.950.1%96.6%95.1%1.6%$25.10$24.671.7%
San Francisco1308.126.4626.47%96.0%94.1%2.0%25.4024.921.9%
New York906.425.8626.25(1.5)%95.1%94.0%1.2%24.5824.67(0.4)%
Miami835.819.7520.33(2.9)%94.4%93.0%1.5%18.6418.90(1.4)%
Seattle-Tacoma875.920.3120.39(0.4)%94.1%93.0%1.2%19.1218.970.8%
Washington DC895.521.1121.45(1.6)%94.4%93.4%1.1%19.9320.03(0.5)%
Chicago1298.114.9615.15(1.3)%93.8%92.1%1.8%14.0413.950.6%
Atlanta986.413.1813.59(3.0)%92.9%93.2%(0.3)%12.2412.66(3.3)%
Dallas-Ft. Worth1026.613.4013.64(1.8)%93.0%92.1%1.0%12.4712.57(0.8)%
Houston926.412.6413.23(4.5)%92.1%89.9%2.4%11.6411.90(2.2)%
Orlando-Daytona704.513.5513.91(2.6)%94.3%94.2%0.1%12.7913.10(2.4)%
Philadelphia563.516.8616.651.3%96.1%95.3%0.8%16.2015.862.1%
West Palm Beach402.918.0918.33(1.3)%94.7%93.3%1.5%17.1417.100.2%
Tampa523.513.7014.10(2.8)%93.4%92.6%0.9%12.8013.06(2.0)%
Charlotte503.811.1011.33(2.0)%92.9%91.7%1.3%10.3110.39(0.8)%
All other markets89356.114.1414.26(0.8)%94.5%93.4%1.2%13.3613.320.3%
Totals2,274148.7$17.24$17.41(1.0)%94.5%93.3%1.3%$16.29$16.250.2%

34

Same Store Facilities Operating Trends by Market (Continued)

Year Ended December 31,
Revenues ($000's)Direct Expenses ($000's)Indirect Expenses ($000's)Net Operating Income ($000's)
20202019Change20202019Change20202019Change20202019Change
Los Angeles$388,613$385,4260.8%$62,562$59,4875.2%$10,365$9,9694.0%$315,686$315,970(0.1)%
San Francisco209,941206,8601.5%36,09434,8813.5%6,4966,0417.5%167,351165,9380.9%
New York162,637165,230(1.6)%43,84943,3411.2%4,8815,076(3.8)%113,907116,813(2.5)%
Miami112,128114,980(2.5)%26,17325,7551.6%4,1133,8885.8%81,84285,337(4.1)%
Seattle-Tacoma116,054116,133(0.1)%23,91721,72310.1%4,1543,9215.9%87,98390,489(2.8)%
Washington DC112,739114,483(1.5)%26,69526,1302.2%3,6293,649(0.5)%82,41584,704(2.7)%
Chicago118,560119,281(0.6)%50,33850,2950.1%5,4735,667(3.4)%62,74963,319(0.9)%
Atlanta83,12087,134(4.6)%19,08018,5502.9%4,2364,327(2.1)%59,80464,257(6.9)%
Dallas-Ft. Worth85,54587,157(1.8)%23,88423,4042.1%4,1464,177(0.7)%57,51559,576(3.5)%
Houston77,31879,969(3.3)%26,73726,799(0.2)%3,9883,9271.6%46,59349,243(5.4)%
Orlando-Daytona59,57361,654(3.4)%14,77914,2263.9%2,9542,9270.9%41,84044,501(6.0)%
Philadelphia59,66659,1200.9%15,46114,7824.6%2,6332,746(4.1)%41,57241,592%
West Palm Beach50,62351,213(1.2)%12,54911,9545.0%2,0571,81213.5%36,01737,447(3.8)%
Tampa46,21647,706(3.1)%12,72312,1414.8%2,2032,1442.8%31,29033,421(6.4)%
Charlotte41,10641,880(1.8)%9,6279,740(1.2)%2,0272,098(3.4)%29,45230,042(2.0)%
All other markets781,080787,346(0.8)%204,445198,8132.8%39,18338,2662.4%537,452550,267(2.3)%
Totals$2,504,919$2,525,572(0.8)%$608,913$592,0212.9%$102,538$100,6351.9%$1,793,468$1,832,916(2.2)%

35

Acquired Facilities

The Acquired Facilities represent 338 facilities that we acquired in 2019, 2020, and 2021. As a result of the stabilization process and timing of when these facilities were acquired (and resulting reclassification to Same-Store Facilities), year-over-year changes can be significant. The following table summarizes operating data with respect to the Acquired Facilities:

ACQUIRED FACILITIESYear Ended December 31,Year Ended December 31,
20212020Change (a)20202019Change (a)
($ amounts in thousands, except for per square foot amounts)
Revenues (b):
2019 Acquisitions$41,967$31,334$10,633$31,334$12,704$18,630
2020 Acquisitions54,89011,36543,52511,36511,365
2021 Acquisitions106,474106,474
Total revenues203,33142,699160,63242,69912,70429,995
Cost of operations (b):
2019 Acquisitions13,48613,32316313,3235,1788,145
2020 Acquisitions25,2166,74218,4746,7426,742
2021 Acquisitions32,70532,705
Total cost of operations71,40720,06551,34220,0655,17814,887
Net operating income:
2019 Acquisitions28,48118,01110,47018,0117,52610,485
2020 Acquisitions29,6744,62325,0514,6234,623
2021 Acquisitions73,76973,769
Net operating income131,92422,634109,29022,6347,52615,108
Depreciation and amortization expense(183,086)(32,939)(150,147)(32,939)(12,883)(20,056)
Net loss$(51,162)$(10,305)$(40,857)$(10,305)$(5,357)$(4,948)
At December 31:
Square foot occupancy:
2019 Acquisitions92.4%91.7%0.8%91.7%73.6%24.6%
2020 Acquisitions88.2%63.5%38.9%63.5%
2021 Acquisitions79.9%
82.6%74.4%11.0%74.4%73.6%1.1%
Annual contract rent per occupied square foot:
2019 Acquisitions$15.65$11.9331.2%$11.93$12.27(2.8)%
2020 Acquisitions14.8212.5018.6%12.50
2021 Acquisitions15.62
$15.48$12.2326.6%$12.23$12.27(0.3)%
Number of facilities:
2019 Acquisitions44444444
2020 Acquisitions62626262
2021 Acquisitions232232
3381062321064462
Net rentable square feet (in thousands):
2019 Acquisitions3,1543,1543,1543,13321
2020 Acquisitions5,0755,0755,0755,075
2021 Acquisitions21,83021,830
30,0598,22921,8308,2293,1335,096

36

ACQUIRED FACILITIES (Continued)

As of December 31, 2021
Costs to acquire (in thousands):
2019 Acquisitions$429,850
2020 Acquisitions796,065
2021 Acquisitions5,115,276
$6,341,191

(a)Represents the percentage change with respect to square foot occupancy and annual contract rent per occupied square foot, and the absolute nominal change with respect to all other items.

(b)Revenues and cost of operations do not include tenant reinsurance and merchandise sale revenues and expenses generated at the facilities. See “Ancillary Operations” below for more information.

During 2021, we acquired the ezStorage portfolio, consisting of 48 properties (4.1 million net rentable square feet) for acquisition cost of $1.8 billion, which includes 47 self-storage facilities and one property that is under construction. Included in the 2021 Acquisition results in the table above are revenues of $61.7 million, NOI of $48.5 million (including Direct NOI of $50.2 million) and square footage occupancy of 92.2% for 2021 since the acquisition on April 28, 2021.

During 2021, we acquired the All Storage portfolio consisting of 56 properties (7.5 million net rentable square feet) for $1.5 billion, with 55 properties closed in the fourth quarter of 2021 and one property expected to close in early 2022.

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

37

Developed and Expanded Facilities

The developed and expanded facilities include 70 facilities that were developed on new sites since January 1, 2016, and 72 facilities subject to expansion of their net rentable square footage. Of these expansions, 43 were completed at January 1, 2020, 23 were completed in the 24 months ended December 31, 2021, and 6 are currently in process at December 31, 2021. The following table summarizes operating data with respect to the Developed and Expanded Facilities:

DEVELOPED AND EXPANDED
FACILITIESYear Ended December 31,Year Ended December 31,
20212020Change (a)20202019Change (a)
($ amounts in thousands, except for per square foot amounts)
Revenues (b):
Developed in 2016$35,016$28,476$6,540$28,476$25,532$2,944
Developed in 201727,59321,5416,05221,54117,8263,715
Developed in 201828,30820,1638,14520,16313,5106,653
Developed in 201911,9216,4555,4666,4551,7204,735
Developed in 20203,4053013,104301301
Developed in 20211,6021,602
Expansions completed before 202059,46541,31118,15441,31130,76610,545
Expansions completed in 2020 or 202132,92223,6499,27323,64924,294(645)
Expansions in process4,8367,190(2,354)7,1907,730(540)
Total revenues205,068149,08655,982149,086121,37827,708
Cost of operations (b):
Developed in 20169,3589,739(381)9,7399,163576
Developed in 20179,9329,6253079,6259,164461
Developed in 20189,98310,364(381)10,3649,367997
Developed in 20195,2404,6855554,6851,9152,770
Developed in 20201,6793831,296383383
Developed in 20211,5461,546
Expansions completed before 202023,27722,0521,22522,05217,1034,949
Expansions completed in 2020 or 202111,3007,8973,4037,8976,7291,168
Expansions in process1,3021,699(397)1,6991,60891
Total cost of operations73,61766,4447,17366,44455,04911,395
Net operating income (loss):
Developed in 201625,65818,7376,92118,73716,3692,368
Developed in 201717,66111,9165,74511,9168,6623,254
Developed in 201818,3259,7998,5269,7994,1435,656
Developed in 20196,6811,7704,9111,770(195)1,965
Developed in 20201,726(82)1,808(82)(82)
Developed in 20215656
Expansions completed before 202036,18819,25916,92919,25913,6635,596
Expansions completed in 2020 or 202121,62215,7525,87015,75217,565(1,813)
Expansions in process3,5345,491(1,957)5,4916,122(631)
Net operating income131,45182,64248,80982,64266,32916,313
Depreciation and amortization expense(61,645)(53,621)(8,024)(53,621)(46,340)(7,281)
Net income$69,806$29,021$40,785$29,021$19,989$9,032

38

DEVELOPED AND EXPANDED FACILITIES (Continued)
As of December 31,As of December 31,
20212020Change (a)20202019Change (a)
($ amounts in thousands, except for per square foot amounts)
Square foot occupancy:
Developed in 201691.6%90.4%1.3%90.4%79.6%13.6%
Developed in 201791.4%88.7%3.0%88.7%77.3%14.7%
Developed in 201888.6%86.5%2.4%86.5%65.4%32.3%
Developed in 201987.3%84.6%3.2%84.6%38.1%122.0%
Developed in 202088.9%34.0%161.5%34.0%
Developed in 202148.8%
Expansions completed before 202088.9%81.8%8.7%81.8%57.8%41.5%
Expansions completed in 2020 or 202178.6%66.1%18.9%66.1%87.3%(24.3)%
Expansions in process59.2%79.3%(25.3)%79.3%88.6%(10.5)%
85.5%81.4%5.0%81.4%67.2%21.1%
Annual contract rent per occupied square foot:
Developed in 201619.0015.2224.8%15.2215.180.3%
Developed in 201716.0312.6426.8%12.6412.114.4%
Developed in 201817.0812.7334.2%12.7312.541.5%
Developed in 201914.589.6950.5%9.6910.13(4.3)%
Developed in 202017.6710.0875.3%10.08
Developed in 202115.41
Expansions completed before 202013.4710.0534.0%10.0510.80(6.9)%
Expansions completed in 2020 or 202117.6516.864.7%16.8617.70(4.7)%
Expansions in process20.3321.14(3.8)%21.1422.81(7.3)%
15.9412.5626.9%12.5613.29(5.5)%
Number of facilities:
Developed in 201616161616
Developed in 201716161616
Developed in 201818181818
Developed in 201911111111
Developed in 20203333
Developed in 202166
Expansions completed before 202043434343
Expansions completed in 2020 or 2021232122121
Expansions in process6666
14213481341313
Net rentable square feet (in thousands) (c):
Developed in 20162,1412,1412,1412,141
Developed in 20172,0402,0402,0402,040
Developed in 20182,0692,0692,0692,069
Developed in 20191,0571,0571,0571,057
Developed in 2020347347347347
Developed in 2021681681
Expansions completed before 20205,6295,6295,6295,6272
Expansions completed in 2020 or 20213,1562,2329242,2321,487745
Expansions in process287376(89)376376
17,40715,8911,51615,89114,7971,094

39

As of December 31, 2021
Costs to develop (in thousands):
Developed in 2016$257,585
Developed in 2017239,871
Developed in 2018262,187
Developed in 2019150,387
Developed in 202042,063
Developed in 2021115,632
Expansions completed before 2020 (d)381,940
Expansions completed in 2020 or 2021 (d)200,839
$1,650,504

(a)Represents the percentage change with respect to square foot occupancy and annual contract rent per occupied square foot, and the absolute nominal change with respect to all other items.

(b)Revenues and cost of operations do not include tenant reinsurance and merchandise sales generated at the facilities. See “Ancillary Operations” below for more information.

(c)The facilities included above have an aggregate of approximately 17.4 million net rentable square feet at December 31, 2021, including 6.0 million in Texas, 2.6 million in Florida, 2.2 million in California, 1.5 million in Colorado, 1.1 million in Minnesota, 0.9 million in North Carolina, 0.6 million in Washington, 0.4 million in each of Missouri and Virginia, 0.3 million in each of Georgia, Michigan, New Jersey and South Carolina and 0.5 million in other states.

(d)These amounts only include the direct cost incurred to expand and renovate these facilities, and do not include (i) the original cost to develop or acquire the facility or (ii) the lost revenue on space demolished during the construction and fill-up period.

It typically takes at least three to four years for a newly developed or expanded self-storage facility to stabilize with respect to revenues. Physical occupancy can be achieved as early as two to three years following completion of the development or expansion, through offering lower rental rates during fill-up. As a result, even after achieving high occupancy, there can still be a period of elevated revenue growth as the tenant base matures and higher rental rates are achieved.

We believe that our development and redevelopment activities generate favorable risk-adjusted returns over the long run. However, in the short run, our earnings are diluted during the construction and stabilization period due to the cost of capital to fund the development cost, as well as the related construction and development overhead expenses included in general and administrative expense.

We typically underwrite new developments to stabilize at approximately an 8.0% NOI yield on cost. Our developed facilities have thus far leased-up as expected and are at various stages of their revenue stabilization periods. The actual annualized yields that we may achieve on these facilities upon stabilization will depend on many factors, including local and current market conditions in the vicinity of each property and the level of new and existing supply.

At December 31, 2021, we had 22 additional facilities in development, which will have a total of 1.8 million net rentable square feet of storage space and have an aggregate development cost totaling approximately $331.0 million. We expect these facilities to open over the next 18 to 24 months.

The facilities under “expansions completed” represent those facilities where the expansions have been completed at December 31, 2021. We incurred a total of $582.8 million in direct cost to expand these facilities, demolished a total of 1.1 million net rentable square feet of storage space, and built a total of 5.6 million net rentable square feet of new storage space.

The facilities under "expansion in process" represent those facilities where construction is in process at December 31, 2021, and together with additional expansion activities primarily related to our Same Store Facilities at December 31, 2021, we expect to add a total of 2.8 million net rentable square feet of storage space by expanding existing self-storage facilities for an aggregate direct development cost of $469.0 million.

40

Other non-same store facilities

The “other non-same store facilities” represent facilities which, while not newly acquired, developed, or expanded, are not fully stabilized since January 1, 2019, due primarily to casualty events such as hurricanes, floods, and fires.

The other non-same store facilities have an aggregate of 2.2 million net rentable square feet, including 0.6 million in Texas, 0.3 million in California, 0.2 million in each of Georgia, Ohio and Tennessee, and 0.7 million in other states.

Depreciation and amortization expense

Depreciation and amortization expense for Self-Storage Operations increased $160.2 million in 2021 as compared to 2020 and increased $40.3 million in 2020 as compared to 2019, primarily due to acquired, developed and expanded facilities. We expect continued increases in depreciation expense in 2022 as a result of elevated levels of capital expenditures and new facilities that are acquired, developed or expanded in 2022.

41

The following discussion and analysis of the components of net income present a comparison for the year ended December 31, 2021 to the year ended December 31, 2020. The results of these components for the years ended December 31, 2020 compared to December 31, 2019 was included in our Annual Report on Form 10-K for the year ended December 31, 2020 on page 24, under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which was filed with the SEC on February 24, 2021.

Ancillary Operations

Ancillary revenues and expenses include amounts associated with the reinsurance of policies against losses to goods stored by tenants in our self-storage facilities, sale of merchandise at our self-storage facilities, and management of property owned by unrelated third parties. The following table sets forth our ancillary operations:

Year Ended December 31,
20212020Change
(Amounts in thousands)
Revenues:
Tenant reinsurance premiums$166,585$149,286$17,299
Merchandise28,46629,702(1,236)
Third party property management17,20714,4502,757
Total revenues212,258193,43818,820
Cost of operations:
Tenant reinsurance33,93228,4865,446
Merchandise17,27417,609(335)
Third party property management17,36213,8243,538
Total cost of operations68,56859,9198,649
Net operating income (loss):
Tenant reinsurance132,653120,80011,853
Merchandise11,19212,093(901)
Third party property management(155)626(781)
Total net operating income$143,690$133,519$10,171

Tenant reinsurance operations: Tenant reinsurance premium revenue increased $17.3 million or 11.6% in 2021 over 2020 as a result of higher average premiums and an increase in our tenant base with respect to acquired, newly developed, and expanded facilities and the third party properties we manage. Tenant reinsurance premium revenue generated from tenants at our Same-Store Facilities were $133.8 million and $128.0 million in 2021 and 2020, respectively, representing a 4.5% year over year increase in 2021.

We expect future growth will come primarily from customers of newly acquired and developed facilities, as well as additional tenants at our existing unstabilized self-storage facilities.

Cost of operations primarily includes claims paid as well as claims adjustment expenses. Claims expenses vary based upon the number of insured tenants and the volume of events which drive covered customer losses, such as burglary, as well as catastrophic weather events affecting multiple properties such as hurricanes and floods.

Merchandise sales: Sales of locks, boxes, and packing supplies at our self-storage facilities are primarily impacted by the level of move-ins and other customer traffic at our self-storage facilities. We do not expect any significant changes in revenues or profitability from our merchandise sales in 2022.

Third-party property management: At December 31, 2021, we managed 93 facilities for unrelated third parties, and were under contract to manage 59 additional facilities including 54 facilities that are currently under construction. During 2021, we added 79 facilities to the program, acquired 25 facilities from the program, and had 19 properties exit the program due to sales to other buyers. While we expect this business to increase in scope and size, we do not expect any

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significant changes in overall profitability of this business in the near term as we seek new properties to manage and are in the earlier stages of lease-up for newly managed properties.

Analysis of items not allocated to our Reportable Segments

Equity in earnings of unconsolidated real estate entities

For all periods presented, we have equity investments in PSB and Shurgard, which we account for using the equity method and record our pro-rata share of the net income of these entities. The following table, and the discussion below, sets forth our equity in earnings of unconsolidated real estate entities:

Year Ended December 31,
20212020Change
(Amounts in thousands)
Equity in earnings:
PSB$207,722$64,835$142,887
Shurgard24,37115,6628,709
Total equity in earnings$232,093$80,497$151,596

Investment in PSB: Throughout all periods presented, we owned 7,158,354 shares of PS Business Parks, Inc. (“PSB”) common stock and 7,305,355 limited partnership units in an operating partnership controlled by PSB, representing an approximate 41% common equity interest as of December 31, 2021 (42% as of December 31, 2020). The limited partnership units are convertible at our option, subject to certain conditions, on a one-for-one basis into PSB common stock.

At December 31, 2021, PSB wholly-owned approximately 28 million rentable square feet of commercial space and had a 95% interest in a 395-unit apartment complex. PSB also manages commercial space that we own pursuant to property management agreements.

Included in our equity earnings from PSB is our equity share of gains on sale of real estate totaling $149.0 million and $11.3 million in 2021 and 2020, respectively. PSB’s filings and selected financial information, including discussion of the factors that affect its earnings, can be accessed through the SEC, and on PSB’s website, www.psbusinessparks.com. Information on this website is not incorporated by reference herein and is not a part of this Annual Report on Form 10-K.

Investment in Shurgard: Throughout all periods presented, we effectively owned, directly and indirectly, 31,268,459 Shurgard common shares, representing an approximate 35% equity interest in Shurgard. Shurgard’s common shares trade on Euronext Brussels under the “SHUR” symbol.

At December 31, 2021, Shurgard owned 253 self-storage facilities with approximately 14 million net rentable square feet. Shurgard pays us license fees for use of the Shurgard® trademark, as described in more detail in Note 4 to our December 31, 2021 consolidated financial statements.

Equity in earnings from Shurgard increased $8.7 million in 2021 as compared to 2020, primarily due to the impact of improved same store operating income. Shurgard’s public filings and publicly reported information, including discussion of the factors that affect its earnings, can be obtained on its website, https://corporate.shurgard.eu and on the website of the Luxembourg Stock Exchange, http://www.bourse.lu. Information on these websites is not incorporated by reference herein and is not a part of this Annual Report on Form 10-K.

For purposes of recording our equity in earnings from Shurgard, the Euro was translated at exchange rates of approximately 1.134 U.S. Dollars per Euro at December 31, 2021 (1.226 at December 31, 2020), and average exchange rates of 1.183 for 2021 and 1.141 for 2020.

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General and administrative expense: The following table sets forth our general and administrative expense:

Year Ended December 31,
20212020Change
(Amounts in thousands)
Share-based compensation expense$37,760$18,586$19,174
Development and acquisition costs8,40310,839(2,436)
Tax compliance costs and taxes paid11,5308,3173,213
Legal costs6,1948,063(1,869)
Corporate management costs19,18918,0881,101
Other costs18,17819,306(1,128)
Total$101,254$83,199$18,055

Share-based compensation expense includes the amortization of restricted share units and stock options granted to certain corporate employees and trustees.

Share-based compensation expense for management personnel who directly and indirectly supervise the on-site property managers, as well as those employees responsible for providing shared general corporate functions to the extent their efforts are devoted to self-storage operations, are included as self-storage cost of operations. See “Same Store Facilities” for further information. Share-based compensation expense varies based upon the level of grants and their related vesting and amortization periods, forfeitures, as well as the Company’s common share price on the date of each grant.

In July 2020, our share-based compensation plans were modified to allow immediate vesting upon retirement (“Retirement Acceleration”), and to extend the exercisability of outstanding stock options up to a year after retirement, for currently outstanding and future grants. Employees are eligible for Retirement Acceleration if they meet certain conditions including length of service, age, notice of intent to retire, and facilitation of succession for their role.

In 2021, share-based compensation expense increased $19.2 million as compared to 2020, primarily due to (i) the absence of comparable performance-based share-based compensation expense in 2020 and (ii) the accelerated compensation costs recognized in 2021 associated with modifying our share-based compensation plans in July 2020, to allow immediate vesting upon retirement.

Development and acquisition costs primarily represent internal and external expenses related to our development and acquisition of real estate facilities and varies primarily based upon the level of activities. The amounts in the above table are net of $14.6 million and $11.8 million in 2021 and 2020, respectively, in development costs that were capitalized to newly developed and redeveloped self-storage facilities. During 2020, we incurred $3.2 million in costs associated with the write-off of cancelled development projects.

Tax compliance costs and taxes paid include taxes paid to various state and local authorities, the costs of filing tax returns, and other costs associated with complying with federal and state tax laws. Such costs vary primarily based upon the tax rates and the level of our operations in the various states in which we do business. State income tax increased $2.9 million from 2020 to 2021, due to rising taxable income in certain states where there are differences between federal and state tax laws.

Interest and other income: Interest and other income is comprised of the revenue and cost associated with our commercial operations, interest earned on cash balances, and trademark license fees received from Shurgard, as well as sundry other income items that are received from time to time in varying amounts. For 2021 and 2020, we recognized $12.3 million and $22.3 million interest and other income, respectively. Amounts attributable to commercial operations was $8.1 million and $8.6 million in 2021 and 2020, respectively. Excluding the aforementioned amounts attributable to our commercial operations, interest and other income decreased $9.5 million from 2020 to 2021, primarily due to $5.5 million other income recognized in 2020 related to litigation settlements and early repayment of notes receivable and $3.4 million decrease of interest earned on cash balances from 2020 to 2021.

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Interest expense: For 2021 and 2020, we incurred $94.3 million and $59.7 million, respectively, of interest on our outstanding notes payable. In determining interest expense, these amounts were offset by capitalized interest of $3.5 million and $3.4 million during 2021 and 2020, respectively, associated with our development activities. The increase of interest expense in 2021 as compared to 2020 is due to our issuances of debt. At December 31, 2021, we had $7.5 billion of notes payable outstanding, with a weighted average interest rate of approximately 1.8%, compared to $2.5 billion of notes payable outstanding at December 31, 2020.

Foreign Currency Exchange Gain (Loss): For 2021, we recorded foreign currency gains of $111.8 million representing the changes in the U.S. Dollar equivalent of our Euro-denominated unsecured notes due to fluctuations in exchange rates (losses of $98.0 million for 2020). The Euro was translated at exchange rates of approximately 1.134 U.S. Dollars per Euro at December 31, 2021 and 1.226 at December 31, 2020. Future gains and losses on foreign currency will be dependent upon changes in the relative value of the Euro to the U.S. Dollar and the level of Euro-denominated notes payable outstanding.

Gain on Sale of Real Estate: In 2021 and 2020, we recorded gains on sale of real estate totaling $13.7 million, and $1.5 million, respectively, primarily in connection with the partial or complete sale of real estate facilities pursuant to eminent domain proceedings.

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Liquidity and Capital Resources

Overview

Our expected material cash requirements for the twelve months ended December 31, 2022 and thereafter comprised (i) contractually obligated expenditures, including payments of principal and interest; (ii) other essential expenditures, including property operating expenses, maintenance capital expenditures and dividends paid in accordance with REIT distribution requirements; and (iii) opportunistic expenditures, including acquisitions and developments and repurchases of our securities. We expect to satisfy these cash requirements through operating cash flow and opportunistic debt and equity financing.

Sources of Capital

While operating as a REIT allows us to minimize the payment of U.S. federal corporate income tax expense, we are required to distribute at least 90% of our taxable income to our shareholders. Notwithstanding this requirement, we are nonetheless able to retain operating cash flow to the extent that our tax depreciation exceeds our maintenance capital expenditures. Retained operating cash flow represents our expected cash flow provided by operating activities, less shareholder distributions and capital expenditures. Our annual operating retained cash flow increased from $200 million to $300 million per year in recent years to approximately $700 million in 2021. We anticipate retained operating cash flow will remain similar in 2022 as compared to 2021.

The REIT distribution requirement limits cash flow from operations that can be retained and reinvested in the business, increasing our reliance upon raising capital to fund growth. Capital needs in excess of retained cash flow are met with: (i) medium and long-term debt, (ii) preferred equity, and (iii) common equity. We select among these sources of capital based upon relative cost, availability, the desire for leverage, and considering potential constraints caused by certain features of capital sources, such as debt covenants. We view our line of credit, as well as any short-term bank loans, as bridge financing.

Because raising capital is important to our growth, we endeavor to maintain a strong financial profile characterized by strong credit metrics, including low leverage relative to our total capitalization and operating cash flows. We are one of the highest rated REITs, as rated by major rating agencies Moody’s and Standard & Poor’s. Our senior notes payable has an “A” credit rating by Standard & Poor’s and “A2” by Moody’s. Our credit ratings on each of our series of preferred shares are “A3” by Moody’s and “BBB+” by Standard & Poor’s. Our credit profile enable us to effectively access both the public and private capital markets to raise capital.

We have a $500.0 million revolving line of credit which we are able to use as temporary “bridge” financing until we are able to raise longer term capital. As of December 31, 2021 and February 22, 2022, there were no borrowings outstanding on the revolving line of credit; however, we do have approximately $21.2 million of outstanding letters of credit which limits our borrowing capacity to $478.8 million. Our line of credit matures on April 19, 2024.

We believe that we have significant financial flexibility to adapt to changing conditions and opportunities. Currently, market rates of interest for our debt, and market coupon rates for our preferred equity, are at historically low levels and we have significant access to these sources of capital. Based upon our substantial current liquidity relative to our capital requirements noted below, we would not expect any potential capital market dislocations to have a material impact upon our expected capital and growth plans over the next 12 months. However, if capital market conditions were to change significantly in the long run, our access to or cost of debt and preferred equity capital could be negatively impacted and potentially affect future investment activities.

We believe that our cash provided by our operating activities will continue to be sufficient to enable us to meet our ongoing cash requirements for interest payments on debt, maintenance capital expenditures and distributions to our shareholders for the foreseeable future.

Our expected capital resources include: (i) $734.6 million of cash as of December 31, 2021, (ii) $242.8 million in net proceeds from the issuance of our Series S Preferred Shares on January 13, 2022 and (iii) approximately $700.0 million of expected retained operating cash flow over the next twelve months. Over the long term, to the extent that our capital needs exceed our capital resources, we believe we have a variety of possibilities to raise additional capital including issuing common or preferred securities, issuing debt, or entering into joint venture arrangements to acquire or develop facilities.

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Cash Requirements

The following summarizes our expected material cash requirements which comprise (i) contractually obligated expenditures, (ii) other essential expenditures, and (iii) opportunistic expenditures. We expect our capital needs to increase over the next year as we add projects to our development pipeline and acquire additional properties.

Required Debt Repayments: As of December 31, 2021, the principal outstanding on our debt totaled approximately $7.5 billion, consisting of $23.3 million of secured notes payable, $1.7 billion of Euro-denominated unsecured notes payable and $5.8 billion of U.S. Dollar denominated unsecured notes payable. Approximate principal maturities and interest payments are as follows (amounts in thousands):

2022$628,764
2023136,588
2024927,178
2025383,740
20261,251,908
Thereafter5,015,478
$8,343,656

We plan to refinance our 2022 unsecured notes when they come due in September 2022.

Capital Expenditure Requirements: Capital expenditures include general maintenance, major repairs or replacements to elements of our facilities to keep our facilities in good operating condition and maintain their visual appeal. Capital expenditures do not include costs relating to the development of new facilities or redevelopment of existing facilities to increase their available rentable square footage.

Capital expenditures totaled $284.2 million in 2021 and are expected to approximate $300 million in 2022. In addition to standard capital repairs of building elements reaching the end of their useful lives, our capital expenditures in recent years have included incremental expenditures to enhance the competitive position of certain of our facilities relative to local competitors pursuant to a multi-year program. Such investments include development of more pronounced, attractive, and clearly identifiable color schemes and signage, upgrades to the configuration and layout of the offices and other customer zones to improve the customer experience. We spent approximately $130 million in 2021 and expect to spend $180 million in 2022 on this effort. In addition, we have made investments in LED lighting and the installation of solar panels, which approximated $41 million for the year ended December 31, 2021 and we expect to spend $30 million in 2022.

We believe that these incremental investments improve customer satisfaction, the attractiveness and competitiveness of our facilities to new and existing customers and, in the case of LED lighting and solar panels, reduce operating costs.

Requirement to Pay Distributions: For all periods presented herein, we have elected to be treated as a REIT, as defined in the Code. For each taxable year in which we qualify for taxation as a REIT, we will not be subject to U.S. federal corporate income tax on our “REIT taxable income” (generally, taxable income subject to specified adjustments, including a deduction for dividends paid and excluding our net capital gain) that is distributed to our shareholders. We believe we have met these requirements in all periods presented herein, and we expect to continue to qualify as a REIT.

On February 18, 2022, our Board declared a regular common quarterly dividend of $2.00 per common share totaling approximately $350 million, which will be paid at the end of March 2022. Our consistent, long-term dividend policy has been to distribute our taxable income. Future quarterly distributions with respect to the common shares will continue to be determined based upon our REIT distribution requirements after taking into consideration distributions to the preferred shareholders and will be funded with cash flows from operating activities.

The annual distribution requirement with respect to our Preferred Shares outstanding at December 31, 2021 and our Series S Preferred Shares issued on January 13, 2022 is approximately $194.7 million per year.

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Real Estate Investment Activities: We continue to seek to acquire additional self-storage facilities from third parties. Subsequent to December 31, 2021, we acquired or were under contract to acquire 15 self-storage facilities for a total purchase price of $212.4 million. Seven of these properties are under construction and expected to close as they are completed in 2022.

We are actively seeking to acquire additional facilities. However, future acquisition volume will depend upon whether additional owners will be motivated to market their facilities, which will in turn depend upon factors such as economic conditions and the level of seller confidence.

As of December 31, 2021, we had development and expansion projects at a total cost of approximately $800.0 million. Costs incurred through December 31, 2021 were $272.5 million, with the remaining cost to complete of $527.5 million expected to be incurred primarily in the next 18 to 24 months. Some of these projects are subject to contingencies such as entitlement approval. We expect to continue to seek to add projects to maintain and increase our robust pipeline. Our ability to do so continues to be challenged by various constraints such as difficulty in finding projects that meet our risk-adjusted yield expectations, and challenges in obtaining building permits for self-storage facilities in certain municipalities.

Property Operating Expenses: The direct and indirect cost of our operations impose significant cash requirements. Direct operating costs include property taxes, on-site property manager payroll, repairs and maintenance, utilities and marketing. Indirect operating costs include supervisory payroll and centralized management costs. The cash requirements from these operating costs will vary year to year based on, among other things, changes in the size of our portfolio and changes in property tax rates and assessed values, wage rates and marketing costs in our markets.

Redemption of Preferred Securities: Historically, we have taken advantage of refinancing higher coupon preferred securities with lower coupon preferred securities. In the future, we may also elect to finance the redemption of preferred securities with proceeds from the issuance of debt. As of February 22, 2022, we have no series of preferred securities that are eligible for redemption, at our option and with 30 days’ notice. See Note 9 to our December 31, 2021 consolidated financial statements for the redemption dates of all of our series of preferred shares. Redemption of such preferred shares will depend upon many factors, including the rate at which we could issue replacement preferred securities. None of our preferred securities are redeemable at the option of the holders.

Repurchases of Common Shares: Our Board has authorized management to repurchase up to 35,000,000 of our common shares on the open market or in privately negotiated transactions. During 2021, we did not repurchase any of our common shares. From the inception of the repurchase program through February 22, 2022, we have repurchased a total of 23,721,916 common shares at an aggregate cost of approximately $679.1 million. Future levels of common share repurchases will be dependent upon our available capital, investment alternatives and the trading price of our common shares.

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