SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of
1934
For the fiscal year ended December 31, 2008
OR
[ ] Transition Report Pursuant to Section 15(d) of the Securities Exchange
Act of 1934
For the transition period from ____________ to ____________.
Commission File Number: 001-33519
---------
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
PS 401(k) PROFIT SHARING PLAN
701 Western Avenue
Glendale, CA 91201-2349
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
PUBLIC STORAGE
701 Western Avenue
Glendale, CA 91201-2349
PS 401(k) PROFIT SHARING PLAN
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULE
TABLE OF CONTENTS
Page
Report of Independent Registered Public Accounting Firm 1
Financial Statements:
Statements of Net Assets Available
for Benefits at December 31, 2008 and 2007 2
Statement of Changes in Net Assets
Available for Benefits for the year ended December 31, 2008 3
Notes to Financial Statements 4 - 10
Supplemental Schedule:
Schedule I - Schedule of Assets (Held at End of Year) 11
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Administrative Committee
PS 401(k) Profit Sharing Plan
We have audited the accompanying statements of net assets available for benefits
of PS 401(k) Profit Sharing Plan as of December 31, 2008 and 2007, and the
related statement of changes in net assets available for benefits for the year
ended December 31, 2008. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. We were not engaged to perform an
audit of the Plan's internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Plan's
internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 2008 and 2007, and the change in its net assets available for
benefits for the year ended December 31, 2008, in conformity with U.S. generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
(held at end of year) as of December 31, 2008, is presented for purposes of
additional analysis and is not a required part of the financial statements but
is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in our audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/ Ernst & Young LLP
Los Angeles, California
June 25, 2009
PS 401(k) PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE
FOR BENEFITS
At December 31,
--------------------------------
2008 2007
------------- ------------
ASSETS
Investments at fair value..................................... $73,385,538 $86,520,986
Receivables:
Participant contributions.................................. 128,969 128,082
Employer contributions..................................... 269,153 212,573
Dividends receivable....................................... - 216,994
Due from broker............................................ 815,998 164,333
------------- ------------
Total receivables............................................. 1,214,120 721,982
------------- ------------
Total assets.................................................. 74,599,658 87,242,968
LIABILITIES
Due to broker................................................. 886,807 86,828
------------- ------------
Total liabilities............................................. 886,807 86,828
------------- ------------
Net assets reflecting investments at fair value............... 73,712,851 87,156,140
Adjustment from fair value to contract value for fully
benefit-responsive investment contracts.................... 529,102 27,544
------------- ------------
Net assets available for benefits............................. $74,241,953 $87,183,684
============= ============
See accompanying notes.
2
PS 401(k) PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
For the Year Ended December 31, 2008
ADDITIONS TO (DEDUCTIONS FROM) NET ASSETS ATTRIBUTED TO:
Investment income (loss):
Net depreciation in fair value of investments...... $ (14,848,994)
Interest income.................................... 274,699
Dividend income.................................... 1,541,721
---------------
(13,032,574)
---------------
Contributions:
Participant........................................ 4,590,719
Participant rollovers.............................. 110,149
Employer........................................... 2,325,559
---------------
7,026,427
---------------
Benefits paid to participants........................ (6,884,063)
Administrative expenses.............................. (51,521)
---------------
Decrease in net assets available for benefits............ (12,941,731)
Net assets available for benefits - beginning of year.... 87,183,684
---------------
Net assets available for benefits - end of year.......... $ 74,241,953
===============
See accompanying notes.
3
PS 401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2008
1. Description of the Plan
-----------------------
General
-------
The PS 401(k) Profit Sharing Plan (the "Plan") encompasses Public
Storage, PS Business Parks, Inc. and certain of their majority owned
subsidiaries, collectively, (the "Company"). The following description
of the Plan provides only general information. Participants should
refer to the Plan documentation for a more complete description of the
Plan's provisions.
The Plan is a defined contribution plan for the benefit of all
permanent employees of the Company who have completed at least 30 days
of service and are at least 21 years of age. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"). Although it has not expressed the intention to do
so, the Company has the right to terminate the Plan subject to ERISA
provisions. The Plan allows interim allocations of Company
contributions and earnings or losses of trust fund assets among
participants.
The Company appoints a committee to administer the Plan. At December
31, 2008, the Plan Administrative Committee is comprised of six
officers of the Company with Wells Fargo Bank acting as Trustee (the
"Trustee").
Other significant provisions of the Plan are as follows:
Contributions
-------------
Employee contributions to the Plan (voluntary contributions) are
deferrals of the employee's compensation made through a direct
reduction of compensation in each payroll period. During 2008, each
eligible participant could elect a pretax contribution rate from 1% to
100% of their compensation, as defined in the Plan document, subject to
the maximum annual elective deferral amount set by the Internal Revenue
Code. Participants may also contribute amounts representing
distributions from other qualified benefit or defined contribution
plans.
The Company contributes one dollar ($1.00) for each dollar deferred by
a participant up to three percent (3%) of compensation, as defined and
subject to certain limitations as described in the Plan document. The
Company also contributes an additional fifty cents ($0.50) for each
dollar that each participant defers in excess of three percent (3%) of
compensation up to five percent (5%) of compensation. The Company's
aggregate contributions are limited to four percent (4%) of
compensation, as defined and subject to certain limitations as
described in the Plan document. Additional amounts may be contributed
at the discretion of the Company. No such additional contributions were
made in 2008.
Vesting
-------
Since January 1, 2005, employee deferrals and the Company's matching
contribution are 100% vested and non-forfeitable. With respect to
Company contributions before January 1, 2005, each participant's
account became 10% vested (non-forfeitable) after two years of service
(as defined), 20% after three years of service and an additional 20%
for each additional year of service thereafter.
Participants in the Shurgard Plan were always 100% vested in both their
contributions and Shurgard's and the Company's matching contributions.
Participants in the Shurgard Plan vest in the Shurgard profit sharing
contributions 33.34% after one year of service, 66.67% after two years
of service and 100% vested after three years of service.
Investment Options
------------------
Since December 19, 2005, upon enrollment in the Plan, a participant may
direct their contributions and holdings in any of the following
investment options:
4
PS 401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2008
1. Dodge & Cox International Stock Fund
2. American Funds EuroPacific Growth Fund/R5
3. American Funds Growth Fund of America/R5
4. Oakmark Equity & Income I Fund
5. PIMCO Total Return Institutional Fund
6. Selected American Shares D
7. T. Rowe Price Equity Income Fund
8. T. Rowe Price Real Estate Fund (since October 31, 2006)
9. Vanguard Explorer Admiral Fund
10. Vanguard Extended Market Index Admiral Fund
11. Vanguard Short Term Federal Admiral Fund
12. Vanguard Windsor II Admiral Fund
13. Vanguard 500 Index Admiral Fund (until January 1, 2007)
14. Fidelity Contrafund (since January 1, 2007)
15. Fidelity Diversified International Fund (since January 1, 2007)
16. Fidelity Low Priced Stock Fund (since January 1, 2007)
17. Fidelity Mid-Cap Stock Fund (since January 1, 2007)
18. Fidelity Managed Income Portfolio Fund (from January 1, 2007
through December 4, 2007)
19. Wells Fargo Stable Return Fund N6 (formerly Fund S) (from January
1, 2007 through June 23, 2008)
20. Wells Fargo Stable Return Fund N4 (since June 23, 2008)
21. Wells Fargo S&P 500 Index Fund HBP (since January 1, 2007)
22. UBOC Stable Value B Fund (until December 4, 2007)
23. Individually Directed Account
Prior to December 19, 2005, participants had the option to direct
contributions to the Company's securities. Effective December 19, 2005,
participants no longer had that option. Existing holdings of the
Company's securities on December 19, 2005, were either held or
transferred to other Plan investment alternatives at the option of each
participant (see Note 6 for disclosure of the remaining holdings in the
Company's securities).
Distributions from the Trust Fund
---------------------------------
Distributions of each participant's vested account balance upon
severance or death are made in a single lump sum payment; however, upon
severance if the participant's vested account balance exceeds $5,000,
payment may be deferred at the election of the participant until April
1st of the calendar year in which the participant reaches 70 1/2 years
of age.
Additionally, the Plan provides for hardship distributions (as defined)
at the discretion of the Plan Administrative Committee.
Generally, distributions are made no later than 60 days after the close
of the Plan year in which the participant becomes eligible for such
distributions. Under certain circumstances, participants enrolled in
the Plan on or before December 31, 1983 may elect alternative
distribution methods.
Forfeited Accounts
------------------
Forfeitures of profit sharing contributions may be used (i) as a
non-elective allocation to all eligible Plan participants, (ii) to
reduce the Company's safe harbor matching contribution or (iii) reduce
Plan expenses. During 2008, a total of $99,000 in non-vested amounts
was forfeited and is expected to be used to reduce Plan administrative
expenses for eligible Plan participants in future years.
5
PS 401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2008
During 2008, forfeitures of profit sharing contributions totaling
$28,000 were used to restore amounts previously forfeited by former
Company employees. Also during 2008, forfeitures of profit sharing
contributions totaling $20,000 were used to reduce Plan administrative
expenses for eligible Plan participants. These amounts represent
forfeitures during Plan years 2007 and prior.
2. Summary of Significant Accounting Principles
--------------------------------------------
Basis of Accounting
-------------------
The accompanying financial statements of the Plan have been prepared on
the accrual basis of accounting and are in conformity with U.S.
generally accepted accounting principles.
Estimates
---------
The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires the Plan
administrator to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
Income Tax Status
-----------------
The Plan has received a determination letter from the Internal Revenue
Service dated March 13, 2003, stating that the Plan is qualified under
Section 401(a) of the Internal Revenue Code (the "Code") and,
therefore, the related trust is exempt from taxation. Subsequent to
this determination by the Internal Revenue Service, the Plan was
amended and restated. Once qualified, the Plan is required to operate
in conformity with the Code to maintain its qualification. The plan
administrator believes the Plan is being operated in compliance with
the applicable requirements of the Code and, therefore, believes that
the Plan, as amended and restated is qualified and the related trust is
tax exempt. The Company has indicated it will take the necessary steps,
if any, to maintain the Plan's qualified status.
Recently Issued Accounting Standards
------------------------------------
In 2006, the FASB issued Statement of Financial Accounting Standards
No. 157, Fair Value Measurements ("SFAS No. 157"). SFAS No. 157
provides guidance for using fair value to measure assets and
liabilities. The standard expands required disclosures about the extent
to which the Plan measures assets and liabilities at fair value, the
information used to measure fair value, and the effect of fair value
measurement on earnings. SFAS No. 157 applies whenever other standards
require (or permit) assets or liabilities to be measured at fair value.
SFAS No. 157 does not expand the use of fair value in any new
circumstances. The Company adopted SFAS No. 157 on January 1, 2008 (see
Note 4).
In April 2009, the FASB issued FASB Staff Position 157-4, Determining
Fair Value When the Volume and Level of Activity for the Asset or
Liability Have Significantly Decreased and Identifying Transactions
That Are Not Orderly ("FSP 157-4"). FSP 157-4 supersedes FASB Staff
Position 157-3, Determining the Fair Value of a Financial Asset When
the Market for that Asset is not Active ("FSP 157-3") and amends SFAS
No. 157 to provide additional guidance on estimating fair value when
the volume and level of activity for an asset or liability have
significantly decreased in relation to normal market activity for the
asset or liability. FSP 157-4 also provides additional guidance on
circumstances that may indicate that a transaction is not orderly and
on defining major categories of debt and equity securities in meeting
the disclosure requirements of SFAS No. 157. FSP 157-4 is effective for
reporting periods ending after June 15, 2009. The Company is currently
evaluating the effect that the provisions of FSP 157-4 will have on the
Plan's financial statements.
6
PS 401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2008
Investment Valuation and Income Recognition
-------------------------------------------
The Plan's investments in Company equity securities and mutual funds
are recorded at fair value as determined by the quoted market price on
the last business day of the plan year. Common collective trusts are
recorded at fair value based on the fair values of the underlying
investments. The fair value of fully benefit-responsive investment net
asset value which reflects the contracts included in common collective
trust funds is calculated by discounting the related cash flows based
on current yields of similar instruments with comparable durations.
Participant loans are recorded at their outstanding balance which
approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are
recorded on the payment date.
The common collective trusts that invest in fully benefit-responsive
investment contracts are recorded at fair value; however, since these
contracts are fully benefit-responsive, an adjustment is reflected in
the statements of net assets available for benefits to present these
investments at contract value. Contract value is the relevant
measurement attributable to fully benefit-responsive investment
contracts because contract value is the amount participants would
receive if they were to initiate permitted transactions under the terms
of the Plan. The contract value represents contributions plus earnings,
less participant withdrawals and administrative expenses.
3. Investments
-----------
Effective January 1, 2007, Wells Fargo Bank has custody of the
investments under a non-discretionary trust agreement with the Plan.
The following presents the fair value of investments at December 31,
2008 and 2007 that represent five percent (5%) or more of the Plan's
net assets available for benefits:
2008 2007
------------- -------------
Wells Fargo Stable Return Fund $ 9,453,960 $ 9,153,640
Mutual Funds:
Oakmark Equity & Income I 9,818,966 12,952,359
Wells Fargo S&P 500 5,314,154 9,116,758
The Growth Fund of America 4,812,628 7,955,821
Vanguard Short Term Federal Admiral 4,024,295 *
Public Storage Common Shares 19,950,366 19,491,603
Public Storage Equity Shares, Series A 4,067,136 *
* Investment was less than 5% of the Plan's net assets available for
benefits at December 31, 2007.
During 2008, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year)
appreciated (depreciated) in value as follows:
2008
-------------
Mutual funds........................ $(15,768,841)
Common and equity securities........ 919,847
-------------
Total $(14,848,994)
=============
7
PS 401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2008
4. The Plan adopted SFAS No. 157, effective January 1, 2008. In addition,
the Plan adopted FSP 157-3, Determining the Fair Value of a Financial
Asset When the Market for That Asset Is Not Active, upon its issuance
in October 2008.
SFAS No. 157 defines fair value, establishes a framework for measuring
fair value and expands disclosures about fair value measurements. Fair
value is defined as the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between
market participants at the measurement date (i.e., an exit price). SFAS
No. 157 includes a fair value hierarchy that prioritizes the inputs to
valuation techniques used to measure fair value. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for
identical assets and liabilities (Level 1) and the lowest priority to
unobservable inputs (Level 3). The three levels of the fair value
hierarchy under SFAS No. 157 are described below:
Level 1 - Valuation is based on quoted prices in active markets for
identical securities.
Level 2 - Valuation is based upon other significant observable inputs.
Level 3 - Valuation is based upon significant unobservable inputs
(i.e., supported by little or no market activity). Level 3 inputs
include the Company's own assumption about the assumptions that market
participants would use in pricing the securities (including assumptions
about risk).
The level in the fair value hierarchy within which the fair value
measurement is classified is determined based the lowest level input
that is significant to the fair value measure in its entirety.
The following table sets forth by level, within the fair value
hierarchy, the Plan's assets carried at fair value as of December 31,
2008:
Assets at Fair Value as of December 31, 2008
------------------------------------------------------------
Level 1 Level 2 Level 3 Total
------------------------------------------------------------
Common and preferred stock $25,030,759 $ - $ - $25,030,759
Common/collective trust funds 14,768,115 - - 14,768,115
Mutual funds 33,559,727 - - 33,559,727
Participant loans (a) - - 26,937 26,937
------------------------------------------------------------
Total assets at fair value $73,358,601 $ - $ 26,937 $73,385,538
============================================================
(a) The change in participant loans from $49,890 at December 31, 2007
to $26,937 at December 31, 2008 is due entirely to participant loan
repayments and defaults.
8
PS 401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2008
5. Administration Fees
-------------------
For the Plan year ended December 31, 2008, the Plan paid to the Trustee
a quarterly participant fee of $2.50 per eligible participant and
certain transaction related expenses incurred for the administration of
the Plan, totaling $51,521. The Company directly paid for all other
Trustee fees and all other expenses related to the Plan.
6. Related Party Transactions
--------------------------
Prior to December 19, 2005, participants had the option of directing
contributions to the Company's securities. The Company is the Plan
sponsor as defined by the Plan document. While participants no longer
have the option of directing contributions to the Company's securities,
participants can continue to hold such investments and the Plan held
the following shares in the Company's securities from contributions
prior to December 19, 2005:
At December 31, 2008 At December 31, 2007
------------------------------- -----------------------------
Shares Fair Value Shares Fair Value
------------- ---------------- ------------ ---------------
Public Storage Common Shares 250,948 $ 19,950,366 265,517 $ 19,491,603
Public Storage Equity Shares, Series A 169,464 4,067,136 155,641 3,891,015
Public Storage Preferred Shares 12,234 239,187 - -
PS Business Parks Common Stock 8,653 386,443 8,864 465,803
PS Business Parks Preferred Stock 6,645 109,557 - -
------------- ---------------- ------------ ---------------
Totals 447,944 $ 24,752,689 430,022 $ 23,848,421
============= ================ ============ ===============
Wells Fargo Stable Return Fund N4 and Wells Fargo Short Term Investment
Fund G are money market funds offered by the Plan's Trustee. At
December 31, 2008, Plan participants held $9,453,960 and $786,882,
respectively, in these investment selections. Wells Fargo S&P 500 Index
Fund N is an index fund offered by the Plan's Trustee that invests in
equity securities of companies that comprise the S&P 500 Index. At
December 31, 2008, Plan participants held $5,314,154 in this investment
selection.
9
PS 401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2008
7. Risks and Uncertainties
-----------------------
The Plan provides for investment in various investment securities.
Investment securities are exposed to various risks, such as interest
rate, market, and credit risks. Due to the level of risk associated
with certain investment securities, it is at least reasonably possible
that changes in the values of investment securities will occur in the
near term and that such changes could materially affect participants'
account balances and the amounts reported in the financial statements.
8. Concentrations
--------------
Investments in the Company's securities comprised approximately of 34%
and 28% of the Plan's total investments as of December 31, 2008 and
2007, respectively.
9. Plan Amendments
---------------
Effective January 1, 2008, the Plan was amended to incorporate the
following changes:
o The definition of compensation has been revised to include
certain types of post-severance payments including pay for
regular services performed, if such payments would have been paid
prior to the employee's severance from employment, and pay for
unused vacation, sick or other leave.
o The definition of hardship withdrawals has been expanded to
include payments for certain medical, education and burial or
funeral expenses.
o Participants may choose to directly rollover their participant
accounts to a Roth IRA. Prior to January 1, 2010, participants
may only select this option if they fall with the income limits
of converting a traditional IRA to a Roth IRA. After January 1,
2010, the income limits will no longer be applicable.
10. Reconciliation of Financial Statements to Form 5500
---------------------------------------------------
The following is a reconciliation of net assets available for benefits
per the financial statements to the Form 5500 as of December 31:
2008 2007
--------------- ---------------
Net assets available for benefits per the
financial statements $ 74,241,953 $ 87,183,684
Less: Adjustment from fair value to contract value
for fully benefit-responsive investment contracts (529,102) (27,544)
--------------- ---------------
Net assets available for benefits per the Form 5500 $ 73,712,851 $ 87,156,140
=============== ===============
10
SUPPLEMENTAL INFORMATION
SCHEDULE I
PS 401(k) PROFIT SHARING PLAN
SCHEDULE H, LINE 4i -
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2008
Employer Identification Number: 95-3551121
Plan Number: 001
(a) (b) (c) (e)
Description of investment including
Identity of issue, borrower, lessor, or maturity date, rate of interest, Current
similar party collateral, par or maturity date Value
----------------------------------------- --------------------------------------------- -----------------
* Wells Fargo Wells Fargo Stable Return Fund N4 $ 9,453,961
* Wells Fargo Wells Fargo Short Term Investment Fund G 786,883
* Wells Fargo Wells Fargo S&P 500 Index Fund N 5,314,154
Dodge & Cox Funds Dodge & Cox International Stock Fund 1,634,438
American Funds EuroPacific Growth Fund 602,617
American Funds The Growth Fund of America 4,812,628
Fidelity Investments Fidelity Contra Fund 568,716
Fidelity Investments Fidelity Diversified International Fund 619,685
Fidelity Investments Fidelity Low Price Stock Fund 345,208
Fidelity Investments Fidelity Mid-Cap Stock Fund Spartan 542,937
The Oakmark Funds Equity & Income I Fund 9,818,966
PIMCO Funds PIMCO Total Return Institutional Fund 3,191,097
Selected American Funds Selected American D Fund 1,415,651
T. Rowe Price T. Rowe Price Equity Income Fund 509,256
T. Rowe Price T. Rowe Price Real Estate Fund 727,184
The Vanguard Group Mutual Funds Explorer Admiral Fund 1,588,172
The Vanguard Group Mutual Funds Extended Market Index Admiral Fund 419,255
The Vanguard Group Mutual Funds Short Term Federal Admiral Fund 4,024,295
The Vanguard Group Mutual Funds Windsor II Admiral Fund 1,626,460
* Public Storage Company common shares 19,950,366
* Public Storage Company equity shares 4,067,136
* Public Storage Company preferred shares 239,187
* PS Business Parks, Inc. Company common stock 386,443
* PS Business Parks, Inc. Company preferred stock 109,557
Individually directed accounts Various investment securities 604,349
* Participant loans Interest rates from 5.0% to 8.75%, due
through October 2015 26,937
-----------------
Total Investments $ 73,385,538
=================
* Indicates a party-in-interest of the Plan.
Note: As all Plan investments are participant directed, column (d)
providing certain participant directed transaction cost information is
not applicable and has been omitted.
11
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement in
Post-effective Amendment No. 1 on Form S-8 to the Registration Statement on Form
S-4 (No. 333-141488) for the registration of common shares of beneficial
interest pertaining to the PS 401(k) Profit Sharing Plan of Public Storage of
our report dated June 25, 2009, with respect to the financial statements and
schedule of the PS 401(k) Profit Sharing Plan included in this Annual Report
(Form 11-K) for the year ended December 31, 2008.
/s/ Ernst & Young LLP
Los Angeles, California
June 25, 2009
12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
PS 401(k) PROFIT SHARING PLAN
Date: June 25, 2009
By: /s/ Candace Krol
----------------------------------
Candace Krol
Chairman, Administrative Committee