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Public Storage Properties V Ltd – ‘10-K405’ for 12/31/01

On: Friday, 3/29/02 · For: 12/31/01 · Accession #: 277925-2-2 · File #: 0-09208

  As Of                Filer                Filing    For·On·As Docs:Size

 3/29/02  Public Storage Properties V Ltd   10-K405    12/31/01    1:91K

Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Public Storage Properties V, Ltd. 10-K                32    153K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Accounting for the Impairment and Disposal of Long-Lived Assets Business Certain Relationships and Related Transactions Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Directors and Executive Officers of the Partnership Executive Compensation Exhibits, Financial Statement Schedules and Reports on Form 8-K Financial Statements and Supplementary Data Forward Looking Statements Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Market for the Partnership's Common Equity and Related Stockholder Matters Properties Quantitative and Qualitative Disclosures about Market Risk Risk Factors Security Ownership of Certain Beneficial Owners and Management Selected financial data Submission of Matters to a Vote of Security Holders
1	1st Page - Filing Submission
2	Item 1. Business
"	Forward Looking Statements
5	Item 1A. Risk Factors
6	Item 2. Properties
8	Item 3. Legal Proceedings
"	Item 4. Submission of Matters to a Vote of Security Holders
"	Item 5. Market for the Partnership's Common Equity and Related Stockholder Matters
9	Item 6. Selected financial data
"	Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
12	Item 7A. Quantitative and Qualitative Disclosures about Market Risk
"	Item 8. Financial Statements and Supplementary Data
"	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
"	Item 10. Directors and Executive Officers of the Partnership
15	Item 11. Executive Compensation
"	Item 12. Security Ownership of Certain Beneficial Owners and Management
16	Item 13. Certain Relationships and Related Transactions
"	Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
28	Accounting for the Impairment and Disposal of Long-Lived Assets

10-K405 1st Page of 32 TOC ↑Top Previous Next ↓Bottom Just 1st
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 [Fee Required]

For the fiscal year ended December 31, 2001
or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [No Fee Required]

For the transition period from to
------------------ ------------------

Commission File Number 0-9208

PUBLIC STORAGE PROPERTIES V, LTD.
---------------------------------
(Exact name of registrant as specified in its charter)

California 95-3292068
---------------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

701 Western Avenue
Glendale, California 91201
---------------------------------------- ----------------------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (818) 244-8080
--------------

Securities registered pursuant to Section 12(b) of the Act:

NONE

Securities registered pursuant to Section 12(g) of the Act:

Units of Limited Partnership Interest
-------------------------------------
(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.

Yes X No
--- ---

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this form 10-K or any
amendment to the form 10-K. [X]

DOCUMENTS INCORPORATED BY REFERENCE

NONE

10-K405 2nd Page of 32 TOC 1st Previous Next ↓Bottom Just 2nd
PART I

ITEM 1. Business

Forward Looking Statements
--------------------------

When used within this document, the words "expects," "believes,"
"anticipates," "should," "estimates," and similar expressions are intended to
identify "forward-looking statements" within the meaning of that term in Section
27A of the Securities Exchange Act of 1933, as amended, and in Section 21F of
the Securities Exchange Act of 1934, as amended. Such forward-looking statements
involve known and unknown risks, uncertainties, and other factors, which may
cause the actual results and performance of the Partnership to be materially
different from those expressed or implied in the forward looking statements.
Such factors include the impact of competition from new and existing real estate
facilities which could impact rents and occupancy levels at the real estate
facilities that the Partnership's has an interest in; the Partnership's ability
to effectively compete in the markets that it does business in; the impact of
the regulatory environment as well as national, state, and local laws and
regulations including, without limitation, those governing Partnerships; and the
impact of general economic conditions upon rental rates and occupancy levels at
the real estate facilities that the Partnership has an interest in.

General
-------

Public Storage Properties V, Ltd. (the "Partnership") is a publicly
held limited partnership formed under the California Uniform Limited Partnership
Act in May 1978. The Partnership raised $22,000,000 in gross proceeds by selling
44,000 units of limited partnership interests ("Units") in an interstate
offering which commenced in March 1979 and completed in October 1979. The
Partnership was formed to engage in the business of developing and operating
self-storage facilities offering storage space for personal and business use
(the "mini-warehouses").

In 1995, there were a series of mergers among Public Storage
Management, Inc. (which was the Partnership's mini-warehouse operator), Public
Storage, Inc. (which was one of the Partnership's general partners) and their
affiliates (collectively, "PSMI"), culminating in the November 16, 1995 merger
(the "PSMI Merger") of PSMI into Storage Equities, Inc., a real estate
investment trust ("REIT") organized as a California corporation. In the PSMI
Merger, Storage Equities, Inc. was renamed Public Storage, Inc. ("PSI") and PSI
acquired substantially all of PSMI's United States real estate operations and
became a co-general partner of the Partnership and the operator of the
Partnership's mini-warehouse properties.

The Partnership's general partners are PSI and B. Wayne Hughes
("Hughes") (collectively referred to as the "General Partners"). Hughes has been
a general partner of the Partnership since its inception. Hughes is chairman of
the board and chief executive officer of PSI, and Hughes and members of his
family (the "Hughes Family") are the major shareholders of PSI.

The Partnership is managed and its investment decisions are made by
Hughes and the executive officers and directors of PSI. The limited partners of
the Partnership have no right to participate in the operation or conduct of its
business and affairs.

The Partnership's objectives are to (i) maximize the potential for
appreciation in value of the Partnership's properties and (ii) generate
sufficient cash flow from operations to pay all expenses, including the payment
of interest to Noteholders. All of the properties were financed in 1989.

The term of the Partnership is until all properties have been sold and
in any event, not later than December 31, 2038.

Investments in Facilities
-------------------------

At December 31, 2001, the Partnership owned 15 properties including one
business park. Nine of the properties are located in California, three in
Florida and three in Georgia. One of the mini-warehouses, the Miami/Perrine,
Florida facility, was destroyed by Hurricane Andrew in August 1992, and will not
be reconstructed (see Item 2). One property, located in California, was sold in
May 1982.

10-K405 3rd Page of 32 TOC 1st Previous Next ↓Bottom Just 3rd
Mini-warehouse Properties
-------------------------

Mini-warehouses are designed to offer accessible storage space for
personal and business use at a relatively low cost. A user rents a fully
enclosed space which is for the user's exclusive use and to which only the user
has access on an unrestricted basis during business hours. On-site operation is
the responsibility of resident managers who are supervised by area managers.
Some mini-warehouses also include rentable uncovered parking areas for vehicle
storage. Leases for mini-warehouse space may be on a long-term or short-term
basis, although typically spaces are rented on a month-to-month basis. Rental
rates vary according to the location of the property and the size of the storage
space.

Users of space in mini-warehouses include both individuals and large
and small businesses. Individuals usually employ this space for storage of,
among other things, furniture, household appliances, personal belongings, motor
vehicles, boats, campers, motorcycles and other household goods. Businesses
normally employ this space for storage of excess inventory, business records,
seasonal goods, equipment and fixtures.

Mini-warehouses in which the Partnership has invested generally consist
of three to seven buildings containing an aggregate of between 350 to 750
storage spaces, most of which have between 25 and 400 square feet and an
interior height of approximately 8 to 12 feet.

The Partnership experiences minor seasonal fluctuations in the
occupancy levels of mini-warehouses with occupancies higher in the summer months
than in the winter months. The Partnership believes that these fluctuations
result in part from increased moving activity during the summer.

The Partnership's mini-warehouses are geographically diversified and
are generally located in heavily populated areas and close to concentrations of
apartment complexes, single family residences and commercial developments.
However, there may be circumstances in which it may be appropriate to own a
property in a less populated area, for example, in an area that is highly
visible from a major thoroughfare and close to, although not in, a heavily
populated area. Moreover, in certain population centers, land costs and zoning
restrictions may create a demand for space in nearby less populated areas.

As with most other types of real estate, the conversion of
mini-warehouses to alternative uses in connection with a sale or otherwise would
generally require substantial capital expenditures. However, the Partnership
does not intend to convert its mini-warehouses to other uses.

Commercial Property
-------------------

The Partnership owns one commercial property, a business park located
in San Francisco, California.

Operating Strategies
--------------------

The Partnership's mini-warehouses are operated by PSI under the "Public
Storage" name, which the Partnership believes is the most recognized name in the
mini-warehouse industry. The major elements of the Partnership's operating
strategies are as follows:

o Capitalize on "Public Storage's" name recognition. PSI, together with
its predecessor, has more than 20 years of operating experience in the
mini-warehouse business. PSI has informed the Partnership that it is
the largest mini-warehouse facility operator in the United States in
terms of both number of facilities and rentable space operated. PSI
believes that its marketing and advertising programs improve its
competitive position in the market. PSI's in-house Yellow Pages staff
designs and places advertisements in approximately 700 directories.
Commencing in early 1996, PSI began to experiment with a telephone
reservation system designed to provide added customer service.
Customers calling either PSI's toll-free telephone referral system,
(800) 44-STORE, or a mini-warehouse facility are directed to PSI's
reservation system where a trained representative discusses with the
customer space requirements, price and location preferences and also
informs the customer of other products and services provided by PSI.
The telephone reservation system supports rental activity at all of the
Partnership's properties. PSI's toll-free telephone referral system
services approximately 200,000 calls per month from potential customers
inquiring as to the nearest Public Storage mini-warehouse.

10-K405 4th Page of 32 TOC 1st Previous Next ↓Bottom Just 4th
o Maintain high occupancy levels and increase annual realized rents.
Subject to market conditions, the Partnership generally seeks to
achieve average occupancy levels in excess of 90% and to eliminate
promotions prior to increasing rental rates. Average occupancy for the
Partnership's mini-warehouses was 92% and 94% in 2001 and 2000,
respectively. Annual realized rents per occupied square foot increased
11% from $11.24 in 2000 to $12.48 in 2001.

o Systems and controls. PSI has an organizational structure and a
property operation system, "CHAMP" (Computerized Help and Management
Program), which links its corporate office with each mini-warehouse.
This enables PSI to obtain daily information from each mini-warehouse
and to achieve efficiencies in operations and maintain control over its
space inventory, rental rates, promotional discounts and delinquencies.
Expense management is achieved through centralized payroll and accounts
payable systems and a comprehensive property tax appeals department,
and PSI has an extensive internal audit program designed to ensure
proper handling of cash collections.

o Professional property operation. There are approximately 4,400 persons
who render services for the Public Storage system, primarily personnel
engaged in property operations, substantially all of whom are employed
by a clearing company that provides certain administrative and
cost-sharing services to PSI and others owners of properties operated
by PSI.

Property Operators
------------------

The Partnership's mini-warehouse properties are managed by PSI (as
successor to PSMI) pursuant to a Management Agreement. The Partnership's
commercial property is managed by PS Business Parks, L.P. ("PSBP"), pursuant to
a Management Agreement. PSBP is an operating partnership formed to own and
operate business parks in which PSI has a significant economic interest. The
general partner of PSBP is PS Business Parks, Inc., a REIT traded on the
American Stock Exchange.

Under the supervision of the Partnership, PSI and PSBP coordinate the
operation of the facilities, establish rental policies and rates, direct
marketing activity and direct the purchase of equipment and supplies,
maintenance activity and the selection and engagement of all vendors, supplies
and independent contractors.

PSI and PSBP engage, at the expense of the Partnership, employees for
the operation of the Partnership's facilities, including resident managers,
assistant managers, relief managers, and billing and maintenance personnel. Some
or all of these employees may be employed on a part-time basis and may also be
employed by other persons, partnerships, real estate investment trusts or other
entities owning facilities operated by PSI and PSBP.

In the purchasing of services such as advertising (including broadcast
media advertising) and insurance, PSI and PSBP attempt, to achieve economies by
combining the resources of the various facilities that it operates. Facilities
operated by PSI have historically carried comprehensive insurance, including
fire, earthquake, liability and extended coverage.

PSI and PSBP have developed systems for space inventory, accounting and
handling delinquent accounts, including a computerized network linking PSI
operated facilities. Each project manager is furnished with detailed operating
procedures and typically receives facilities management training from PSI. Form
letters covering a variety of circumstances are also supplied to the project
managers. A record of actions taken by the project managers when delinquencies
occur is maintained.

The Partnership's facilities are typically advertised via signage,
yellow pages, flyers and broadcast media advertising (television and radio) in
geographic areas in which many of the Partnership's facilities are located.
Broadcast media and other advertising costs are charged to the Partnership's
facilities located in geographic areas affected by the advertising. From time to
time, PSI and PSBP adopt promotional programs, such as temporary rent
reductions, in selected areas or for individual facilities.

For as long as the Management Agreement between the Partnership and PSI
is in effect, PSI has granted the Partnership a non-exclusive license to use two
PSI service marks and related designs including the "Public Storage" name in
conjunction with rental and operation of facilities managed pursuant to the
Management Agreement. Upon termination of the Management Agreement, the
Partnership would no longer have the right to use the service marks and related
designs. The General Partners believe that the loss of the right to use the
service marks and related designs could have a material adverse effect on the
Partnership's business.

10-K405 5th Page of 32 TOC 1st Previous Next ↓Bottom Just 5th
The Management Agreement between the Partnership and PSI provides that
the Management Agreement may be terminated without cause upon 60 days' written
notice by either party. The Management Agreement between the Partnership and
PSBP provides that the Management Agreement may be terminated (i) without cause
upon 60 days written notice by the Partnership and upon seven years notice by
PSBP and (ii) at any time by either party for cause.

Competition
-----------

Competition in the market areas in which the Partnership operates is
significant and affects the occupancy levels, rental rates and operating
expenses of certain of the Partnership's facilities. Competition may be
accelerated by any increase in availability of funds for investment in real
estate. Recent increases in plans for development of mini-warehouses is expected
to further intensify competition among mini-warehouse operators in certain
market areas. In addition to competition from mini-warehouses operated by PSI,
there are three other national firms and numerous regional and local operators.
The Partnership believes that the significant operating and financial experience
of PSI and the "Public Storage" name, should enable the Partnership to continue
to compete effectively with other entities.

Other Business Activities
-------------------------

A corporation that reinsures policies against losses to goods stored by
tenants in PSI's storage facilities was purchased by PSI from Mr. Hughes and
members of his family (the "Hughes Family") on December 31, 2001. We believe
that the availability of insurance reduces our potential liability to tenants
for losses to their goods from theft or destruction. This corporation receives
the premiums and bears the risks associated with the re-insurance.

A subsidiary of PSI sells locks and boxes and rents trucks to the
general public and tenants to be used in securing their spaces and moving their
goods. We believe that the availability of locks and boxes for sale and the
rental of trucks promote the rental of spaces.

Employees
---------

There are 48 persons who render services on behalf of the Partnership.
These persons include resident managers, assistant managers, relief managers,
district managers, and administrative personnel. Some employees may be employed
on a part-time basis and may be employed by other persons, Partnerships, REITs
or other entities owning facilities operated by PSI.

ITEM 1A. Risk Factors

In addition to the other information in our Form 10-K, you should
consider the following factors in evaluating the Partnership:

PUBLIC STORAGE HAS A SIGNIFICANT DEGREE OF CONTROL OVER THE PARTNERSHIP.

Public Storage is general partner and owns approximately 37.5% of our
outstanding limited partnership units. In addition, PS Orangeco Partnerships,
Inc., owns 16.9% of our outstanding limited partnership units. (See Item 12 for
more information regarding beneficial ownership.) As a result, Public Storage
has a significant degree of control over matters submitted to a vote of our
unitholders, including amending our organizational documents, dissolving the
Partnership and approving other extraordinary transactions.

SINCE OUR BUSINESS CONSISTS PRIMARILY OF ACQUIRING AND OPERATING REAL ESTATE, WE
ARE SUBJECT TO REAL ESTATE OPERATING RISKS.

The value of our investments may be reduced by general risks of real
estate ownership. Since we derive substantially all of our income from real
estate operations, we are subject to the general risks of owning real
estate-related assets, including:

o lack of demand for rental spaces or units in a locale;

o changes in general economic or local conditions;

10-K405 6th Page of 32 TOC 1st Previous Next ↓Bottom Just 6th
o changes in supply of or demand for similar or competing facilities in
an area;

o the impact of environmental protection laws;

o changes in interest rates and availability of permanent mortgage funds
which may render the sale or financing of a property difficult or
unattractive; and

o changes in tax, real estate and zoning laws.

There is significant competition among self-storage facilities. Most of
the properties the Partnership has an interest in are self-storage facilities.
Competition in the market areas in which many of our properties are located is
significant and has affected the occupancy levels, rental rates and operating
expenses of some of our properties. Any increase in availability of funds for
investment in real estate may accelerate competition. Further development of
self-storage facilities may intensify competition among operators of
self-storage facilities in certain market areas in which we operate.

We may incur significant environmental costs and liabilities. As an
owner of real properties, under various federal, state and local environmental
laws, we are required to clean up spills or other releases of hazardous or toxic
substances on or from our properties. Certain environmental laws impose
liability whether or not the owner knew of, or was responsible for, the presence
of the hazardous or toxic substances. In some cases, liability may not be
limited to the value of the property. The presence of these substances, or the
failure to properly remediate any resulting contamination, also may adversely
affect the owner's or operator's ability to sell, lease or operate its property
or to borrow using its property as collateral.

We have conducted preliminary environmental assessments on most of the
properties the Partnership has an interest in to evaluate the environmental
condition of, and potential environmental liabilities associated with, our
properties. These assessments generally consist of an investigation of
environmental conditions at the property (not including soil or groundwater
sampling or analysis), as well as a review of available information regarding
the site and publicly available data regarding conditions at other sites in the
vicinity. In connection with these property assessments, our operations and
recent property acquisitions, we have become aware that prior operations or
activities at some facilities or from nearby locations have or may have resulted
in contamination to the soil or groundwater at these facilities. In this regard,
some of our facilities are or may be the subject of federal or state environment
investigations or remedial actions. Although we cannot provide any assurance,
based on the preliminary environmental assessments, we believe we have funds
available to cover any liability from environmental contamination or potential
contamination and we are not aware of any environmental contamination of our
facilities material to our overall business, financial condition or results of
operation.

ITEM 2. Properties

The following table sets forth information as of December 31, 2001
about properties owned by the Partnership:

[Enlarge/Download Table]

Size of Net Rentable Numbers of
Location Parcel Area Spaces Date of Purchase Completion Date
-------------------------------- ------------ --------------- ------------ ------------------ -----------------

CALIFORNIA
Belmont 2.74 acres 46,000 sq. ft 451 May 14, 1979 Dec. 1979

Carson
Carson Street 2.30 acres 43,000 sq. ft 389 Oct. 9, 1979 Jan. 1980

Palmdale 3.48 acres 56,000 sq. ft. 461 July 31, 1979 Jan. 1980

Pasadena
Fair Oaks 2.17 acres 71,000 sq. ft 814 Aug. 24, 1979 Mar. 1980

Sacramento
Carmichael 3.12 acres 45,000 sq. ft 453 Dec. 7, 1979 July 1980

10-K405 7th Page of 32 TOC 1st Previous Next ↓Bottom Just 7th
[Enlarge/Download Table]

Size of Net Rentable Numbers of Completion Date
Location Parcel Area Spaces Date of Purchase
-------------------------------- ------------ --------------- ------------ ------------------ -----------------

CALIFORNIA
Sacramento
Florin 3.99 acres 70,000 sq. ft 577 Mar. 30, 1979 June 1980

San Jose Capitol Quimby 2.24 acres 36,000 sq. ft. 331 Nov. 21, 1979 July 1980

San Jose
Felipe 1.60 acres 52,000 sq. ft. 453 Oct. 9, 1979 Dec. 1980

So. San Francisco
Spruce 3.03 acres 44,000 sq. ft. 368 June 27, 1979 Nov. 1980

FLORIDA
Miami
Perrine 1.71 acres - - May 31, 1979 Jan. 1980

Miami
27th Ave. 3.07 acres 63,000 sq. ft. 624 Oct. 11, 1979 May 1980

Miami
29th 1.82 acres 35,000 sq. ft. 322 May 1, 1979 Oct. 1979

GEORGIA
Atlanta
Montreal Road 3.14 acres 57,000 sq. ft. 462 July 9, 1979 June 1980

Atlanta
Mountain Industrial Blvd. 3.10 acres 51,000 sq. ft. 458 Oct. 30, 1979 Sept. 1980

Marietta-
Cobb Parkway 3.61 acres 68,000 sq. ft. 567 Apr. 20, 1979 Oct. 1979

The weighted average occupancy levels for the mini-warehouse facilities
was 94% and 92% in 2000 and 2001, respectively.

In August 1992, the buildings at a mini-warehouse facility
located in Miami, Florida were completely destroyed by Hurricane Andrew. The
Partnership received insurance proceeds totaling $2,881,000, which included an
amount for the replacement cost of the destroyed buildings as well as for
business interruption. In 1993, the General Partners decided that it would be
more beneficial to the Partnership, given the condition of the market area of
the mini-warehouse, to cease operations at this location and therefore, decided
not to reconstruct the buildings. Accordingly, in 1993 the Partnership reduced
real estate facilities by the net book value of the destroyed buildings,
resulting in a gain of $1,369,000. In December 1995, the Partnership entered
into an option agreement with a buyer to sell the land for $850,000. In June
1996, the Partnership sold approximately 61% of the Miami, Florida land for a
net price of $376,000 ($400,000 less $24,000 of selling cost), resulting in a
$13,000 gain on the sale. The buyer of the land has an option to purchase the
remaining 39% of the land. In May 2000, the buyer disclaimed its rights under
the option agreement to acquire the remaining land. The remaining land has since
been listed for sale.

10-K405 8th Page of 32 TOC 1st Previous Next ↓Bottom Just 8th
The properties are held subject to encumbrances which are described in
this report under Note 7 of the Notes to the Financial Statements included in
Item 14(a).

ITEM 3. Legal Proceedings

No material legal proceeding is pending against the Partnership.

ITEM 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders during the
fourth quarter of 2001.

PART II

ITEM 5. Market for the Partnership's Common Equity and Related Stockholder
Matters

The Partnership has no common stock.

The Units are not listed on any national securities exchange or quoted
on the NASDAQ System and there is no established public trading market for the
Units. Secondary sales activity for the Units has been limited and sporadic. The
General Partners monitor transfers of the Units (a) because the admission of the
transferee as a substitute limited partner requires the consent of the General
Partners under the Partnership's Amended and Restated Certificate and Agreement
of Limited Partnership, (b) in order to ensure compliance with safe harbor
provisions to avoid treatment as a "publicly traded partnership" for tax
purposes, and (c) because the General Partners (and their affiliates) have
purchased Units. However, the General Partners do not have information regarding
the prices at which all secondary sale transactions in the Units have been
effectuated. Various organizations offer to purchase and sell limited
partnership interests (including securities of the type such as the Units) in
secondary sales transactions. Various publications such as The Stanger Report
summarize and report information (on a monthly, bimonthly or less frequent
basis) regarding secondary sales transactions in limited partnership interests
(including the Units), including the prices at which such secondary sales
transactions are effectuated.

Exclusive of the General Partners' interest in the Partnership, as of
December 31, 2001, there were approximately 1,102 record holders of Units.

Distributions to the general and limited partners of all cash available
for distribution have been made quarterly. Cash available for distribution is
generally funds from operations of the Partnership, without deduction for
depreciation, but after deducting funds to pay or establish reserves for all
other expenses (other than incentive distributions to the general partner) and
capital improvements, plus net proceeds from any sale or financing of the
Partnership's properties. In the third quarter of 1991, quarterly distributions
were discontinued to enable the Partnership to increase principal repayments.

10-K405 9th Page of 32 TOC 1st Previous Next ↓Bottom Just 9th
ITEM 6. Selected financial data

[Enlarge/Download Table]

For the Year
Ended December 31, 2001 2000 1999 1998 1997
-------------------------------------- -------------- -------------- -------------- -------------- --------------

Revenues $ 9,820,000 $ 8,962,000 $ 8,635,000 $ 8,188,000 $ 7,606,000

Depreciation and
amortization 978,000 954,000 956,000 875,000 830,000

Interest expense 381,000 643,000 1,324,000 2,450,000 2,504,000

Net income 5,831,000 4,790,000 3,931,000 2,461,000 2,010,000

Limited partners' share 5,773,000 4,742,000 3,892,000 2,437,000 1,990,000

General partners' share 58,000 48,000 39,000 24,000 20,000

Limited partners' per unit data (1)
Net income $131.20 $107.77 $88.45 $55.39 $45.23

--------------------------------------

Cash and cash equivalents $ 449,000 $ 410,000 $ 302,000 $ 4,904,000 $ 2,963,000

Total assets $ 27,192,000 $ 22,597,000 $ 22,118,000 $ 29,390,000 $ 28,600,000

Mortgage note payable $ - $ - $ - $ 21,742,000 $ 22,272,000

Note Payable to commercial bank $ 1,550,000 $ 7,600,000 $ 12,825,000 $ - $ -

(1) Per unit data is based on the weighted average number of the limited
partnership units (44,000) outstanding during the period.

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

Forward Looking Statements
--------------------------

When used within this document, the words "expects," "believes,"
"anticipates," "should," "estimates," and similar expressions are intended to
identify "forward-looking statements" within the meaning of that term in Section
27A of the Securities Exchange Act of 1933, as amended, and in Section 21F of
the Securities Exchange Act of 1934, as amended. Such forward-looking statements
involve known and unknown risks, uncertainties, and other factors, which may
cause the actual results and performance of the Partnership to be materially
different from those expressed or implied in the forward looking statements.
Such factors are described in Item 1A, "Risk Factors", and include the impact of
competition from new and existing real estate facilities which could impact
rents and occupancy levels at the real estate facilities that the Partnership's
has an interest in; the Partnership's ability to effectively compete in the
markets that it does business in; the impact of the regulatory environment as
well as national, state, and local laws and regulations including, without
limitation, those governing Partnerships; and the impact of general economic
conditions upon rental rates and occupancy levels at the real estate facilities
that the Partnership has an interest in.

Critical Accounting Policy - Impairment of Long Lived Assets
------------------------------------------------------------

Substantially all of the Partnership's assets consist of investments in
real estate assets. We annually evaluate our real estate investments for
impairment. This evaluation includes identifying indicators of impairment. When
indicators of impairment are present and the undiscounted future cash flows of
the assets are less than the carrying amount, an impairment charge is recorded.
The Partnership has determined at December 31, 2001 that no such impairments
existed and, accordingly, no impairment charges have been recorded.

10-K405 10th Page of 32 TOC 1st Previous Next ↓Bottom Just 10th
The Financial Accounting Standards Board ("FASB") has recently issued
Statement of Financial Accounting Standards No. 144, "Accounting for the
Impairment and Disposal of Long-Lived Assets" ("SFAS 144"). This Statement
addresses the procedures to be followed in evaluating and recording impairment
losses with respect to long-lived assets. The Partnership will adopt this
Statement in its fiscal year ended December 31, 2002, and expects that there
will be no material impact from these statements with respect to impairment
losses.

However, future events could cause us to conclude that our real estate
investments are impaired. Any resulting impairment loss could have a material
adverse impact on our financial condition and results of operations.

Results of Operations
---------------------

YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000:

The Partnership's net income was $5,831,000 in 2001 compared to
$4,790,000 in 2000, representing an increase of $1,041,000. The increase is
primarily attributable to an increase in property net operating income at the
Partnership's mini-warehouse facilities, an increase in the dividends from
marketable securities of affiliate and a decrease in interest expense.

During 2001, property net operating income (rental income less cost of
operations, management fees paid to affiliates and depreciation expense) was
$5,309,000 in 2001 compared to $4,690,000 in 2000, representing an increase of
$619,000 or 13%. This increase is attributable to an increase in rental income
at the Partnership's mini-warehouse facilities and the San Francisco business
park facility offset by increases in cost of operations and depreciation
expense.

Rental income was $8,823,000 in 2001 compared to $8,124,000 in 2000,
representing an increase of $699,000 or 9%. The increase is attributable to an
increase in rental income at the Partnership's mini-warehouse facilities due
primarily to an increase in rental rates. The weighted average occupancy levels
for the mini-warehouse and business park facilities were 92% and 96%,
respectively, in 2001 compared to 94% and 98%, respectively, in 2000. The annual
realized rent per occupied square foot for the mini-warehouse and business park
facilities was $12.48 and $22.55, respectively, in 2001 compared to $11.24 and
$17.84, respectively, in 2000.

Dividend income from marketable securities of affiliate increased
$114,000 in 2001 compared to 2000. This increase is primarily due to increased
dividends on the marketable securities of affiliate on shares owned in 2001
compared to 2000.

Cost of operations (including management fees paid to affiliates)
increased $56,000 or 2% to $2,536,000 in 2001 from $2,480,000 in 2000. This
increase is attributable to increases in management fees and advertising
expenses.

Interest expense was $381,000 and $643,000 in 2001 and 2000,
respectively, representing a decrease of $262,000 or 41%. The decrease results
from a lower average outstanding loan balance in 2001 compared to 2000.

YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999:

The Partnership's net income was $4,790,000 in 2000 compared to
$3,931,000 in 1999, representing an increase of $859,000. The increase was
primarily attributable to an increase in property net operating income at the
Partnership's mini-warehouse facilities, an increase in the dividends from
marketable securities of affiliate and decreased interest expense.

During 2000, property net operating income (rental income less cost of
operations, management fees paid to affiliates and depreciation expense) was
$4,690,000 in 2000 compared to $4,437,000 in 1999, representing an increase of
$253,000 or 6%. This increase was primarily attributable to an increase in
rental income at the Partnership's mini-warehouse facilities and the San
Francisco business park facility offset by increases in cost of operations and
depreciation expense.

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Rental income was $8,124,000 in 2000 compared to $7,750,000 in 1999,
representing an increase of $374,000 or 5%. The increase was primarily
attributable to an increase in rental income at the Partnership's mini-warehouse
facilities due primarily to an increase in rental rates. The weighted average
occupancy levels for the mini-warehouse and business park facilities were 94%
and 98% respectively, in 2000 compared to 94% and 97% respectively, in 1999. The
annual realized rent per occupied square foot for the mini-warehouse and
business park facilities was $11.24 and $17.84, respectively, in 2000 compared
to $10.77 and $16.15, respectively, in 1999.

Dividend income from marketable securities of affiliate increased
$14,000 in 2000 compared to 1999. This increase is primarily due to increased
dividends on the marketable securities of affiliate on shares owned in 2000
compared to 1999.

Cost of operations (including management fees paid to affiliates)
increased $123,000 or 5% to $2,480,000 in 2000 from $2,357,000 in 1999. This
increase was primarily attributable to increases in management fees and
advertising expenses.

Interest expense was $643,000 and $1,324,000 in 2000 and 1999,
respectively, representing a decrease of $681,000 or 51%. The decrease was
primarily a result of a lower average outstanding loan balance in 2000 compared
to 1999.

Liquidity and Capital Resources
-------------------------------

Cash flows from operating activities ($6,429,000 for the year ended
December 31, 2001) have been sufficient to meet all current obligations of the
Partnership. During 2002, the Partnership anticipates approximately $236,000 of
capital improvements compared to $340,000 in 2001 and $402,000 in 2000. Such
enhancements will include new signs, exterior color schemes, and improvements to
the rental offices.

At December 31, 2001, the Partnership held 533,334 shares of common
stock and 17,331 shares of Equity Stock, Series A (marketable securities) with a
fair value totaling $18,285,000 (cost of $8,181,000 at December 31, 2001) in
Public Storage, Inc. The Partnership recognized $944,000 in dividends during
2001.

In June 1996, the Partnership sold approximately 61% of the Miami,
Florida land for a net price of $376,000 ($400,000 less $24,000 of selling
costs), resulting in a $13,000 gain on the sale. The buyer of the land has an
option to purchase the remaining 39% of the land for $450,000 (the Partnership's
basis is $230,000 in such land). In May 2000, the buyer disclaimed its rights
under the option agreement to acquire the remaining land. The remaining land has
since been listed for sale.

Distributions to the limited and general partners for the years
1978-1991 aggregated $54,915,000 including $24,356,000 distributed to the
partners in 1989 in connection with a financing of the properties. Quarterly
distributions were reduced in 1990 and discontinued in 1991, to enable the
Partnership to increase its cash reserves for debt principal payments. The
Partnership expects to commence distributions to partners in the second quarter
of 2002 after the Partnership's debt is retired.

During the third quarter of 1987, the limited partners recovered all of
their initial investment thereby increasing the General Partners' share of cash
distributions from 8% to 25% (see Item 13).

On April 1, 1999, the partnership borrowed $17,000,000 from a
commercial bank. The proceeds of the loan were used to repay the Partnership's
mortgage debt. The loan is unsecured and bears interest at the London Interbank
Offering Rate ("LIBOR") plus 0.60% to 1.20% depending on the Partnership's
interest coverage ratio (2.50% at December 31, 2001). The loan requires monthly
payments of interest and matures April 2003. Principal may be paid, in whole or
in part, at any time without penalty or premium.

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The partnership has entered into an interest rate swap agreement to
reduce the impact of changes in interest rates on a portion of its floating rate
debt. The agreement, which covers $5,000,000 of debt through April, 2002
effectively changes the interest rate exposure from floating rate to a fixed
rate of 5.64% plus 0.60% to 1.20% based on the Partnership's interest coverage
ratio. Market gains and losses on the value of the swap are deferred and
included in income over the life of the contract. The Partnership records the
differences paid or received on the interest rate swap in interest expense as
payments are made or received. During December 2001, the Partnership terminated
this agreement at a cost of approximately $75,000 which is included in interest
expense.

ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk.

The Partnership's interest expense is sensitive to changes in the
general level of U.S. interest rates. In this regard, changes in U.S. interest
rates affect the interest paid on the Partnership's debt. To mitigate the impact
of fluctuations in U.S. interest rates, the Partnership generally maintains its
debt as fixed rate in nature by borrowing on a long-term basis or entering into
interest swap transactions. During December 2001, the Partnership terminated its
interest swap agreement. As of December 31, 2001, the Partnership had $1,550,000
of outstanding debt maturing in April 2003.

ITEM 8. Financial Statements and Supplementary Data.

The Partnership's financial statements are included elsewhere herein.
Reference is made to the Index to Financial Statements and Financial Statement
Schedule in Item 14(a).

ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

None.

PART III

ITEM 10. Directors and Executive Officers of the Partnership.

The Partnership has no directors or executive officers.

The Partnership's General Partners are PSI and B. Wayne Hughes. PSI,
acting through its directors and executive officers, and Mr. Hughes manage and
make investment decisions for the Partnership. The Mini-Warehouse Properties are
managed by PSI pursuant to a Management Agreement. Through 1996, the business
parks owned by the Joint Venture were managed by a predecessor of PSBPLP,
pursuant to a Management Agreement. In January 1997, the Joint Venture
transferred its business parks to PSBPLP in exchange for a partnership interest
in PSBPLP.

10-K405 13th Page of 32 TOC 1st Previous Next ↓Bottom Just 13th
The names of all directors and executive officers of PSI, the offices
held by each of them with PSI, and their ages and business experience during the
past five years are as follows:

Name Positions with PSI
-------------------------- -------------------------------------------------
B. Wayne Hughes Chairman of the Board and Chief Executive Officer
Harvey Lenkin President and Director
Marvin M. Lotz Senior Vice President and Director
B. Wayne Hughes, Jr. Vice President and Director
John Reyes Senior Vice President and Chief Financial Officer
Carl B. Phelps Senior Vice President and General Counsel
Bahman Abtahi Senior Vice President
W. David Ristig Senior Vice President
Anthony Grillo Senior Vice President
A. Timothy Scott Senior Vice President and Tax Counsel
David P. Singelyn Vice President and Treasurer
Robert J. Abernethy Director
Dann V. Angeloff Director
William C. Baker Director
Thomas J. Barrack Jr. Director
Uri P. Harkham Director
Daniel C. Staton Director

B. Wayne Hughes, age 68, a general partner of the Partnership, has been
a director of PSI since its organization in 1980 and was President and Co-Chief
Executive Officer from 1980 until November 1991 when he became Chairman of the
Board and sole Chief Executive Officer. Mr. Hughes has been active in the real
estate investment field for over 30 years. He is the father of B. Wayne Hughes,
Jr.

Harvey Lenkin, age 65, has been employed by PSI for 24 years and became
President and a director of PSI in November 1991. Mr. Lenkin has been a director
of PS Business Parks, Inc. ("PSBP"), an affiliated REIT, since March 16, 1998
and was President of PSBP (formerly Public Storage Properties XI, Inc.) from
1990 until March 16, 1998. He is a member of the Board of Governors of the
National Association of Real Estate Investment Trusts (NAREIT).

Marvin M. Lotz, age 59, became a director of PSI in May 1999. Mr. Lotz
has been a Senior Vice President of the Company since November 1995 and
President of the Property Management Division since 1988 with overall
responsibility for Public Storage's mini-warehouse operations. He had overall
responsibility for the Company's property acquisitions from 1983 until 1988.

B. Wayne Hughes, Jr., age 42 became director of PSI in January 1998. He
has been employed by the Company since 1989 and has been a Vice President -
Acquisitions of PSI since 1992. Mr. Hughes, Jr. is involved in the coordination
and direction of PSI's acquisition and development activities and is also the
president of a firm that manufactures and distributes sweets. He is the son of
B. Wayne Hughes.

John Reyes, age 41, a certified public accountant, joined PSI in 1990
and was Controller of PSI from 1992 until December 1996 when he became Chief
Financial Officer. He became a Vice President of PSI in November 1995 and a
Senior Vice President of PSI in December 1996. From 1983 to 1990, Mr. Reyes was
employed by Ernst & Young.

Carl B. Phelps, age 63, became a Senior Vice President of PSI in
January 1998 with overall responsibility for property acquisition and
development until April 2001 when he became General Counsel. From June 1991
until joining PSI, he was a partner in the law firm of Andrews & Kurth, L.L.P.,
which performed legal services for PSI. From December 1982 through May 1991, his
professional corporation was a partner in the law firm of Sachs & Phelps, then
counsel to PSI.

Bahman Abtahi, age 58, joined the Company in July 1996 and was Senior
Vice-President - Construction and Development of the Real Estate Division and a
Vice President of the Company until May 2000 when he became a Senior Vice
President of the Company. Mr. Abtahi had responsibility for all of Public
Storage's construction and maintenance activities until April 2001 when he was
made responsible for special projects. Prior to joining the Company, he was a
management consultant.

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W. David Ristig, age 53, rejoined the Company in August 1995 and was a
Vice President of the Company until May 2000 when he became a Senior Vice
President of the Company. Mr. Ristig is responsible for the Company's land
acquisition and construction program. He was previously employed by the Company
from 1980 until 1984 and from 1986 until 1990 and was involved in property
acquisition and development. From 1990 until August 1995, Mr. Ristig held
positions as a loan officer with three companies in the mortgage banking
industry.

Anthony Grillo, age 46, became a Senior Vice President of the Company
in November 2001. Mr. Grillo has been employed by the Company or a predecessor
since 1981, and is currently Executive Vice President of the Property Management
Division. Previously, Mr. Grillo held various other management positions in the
Company's property management operations.

A. Timothy Scott, age 50, became a Senior Vice President and Tax
Counsel of PSI and Vice President and Tax Counsel of the Public Storage REITs in
November 1996. From June 1991 until joining PSI, Mr. Scott practiced tax law as
a shareholder of the law firm of Heller, Ehrman, White & McAuliffe, counsel to
PSI. Prior to June 1991, his professional corporation was a partner in the law
firm of Sachs & Phelps, then counsel to PSI.

David P. Singelyn, age 40, a certified public accountant, has been
employed by PSI since 1989 and became Vice President and Treasurer of PSI in
November 1995. From 1987 to 1989, Mr. Singelyn was Controller of Winchell's
Donut Houses, L.P.

Robert J. Abernethy, age 62, has been President of American Standard
Development Company and of Self-Storage Management Company, which develop and
operate mini-warehouses, since 1976 and 1977, respectively. Mr. Abernethy has
been a director of PSI since its organization in 1980. He is a member of the
board of trustees of Johns Hopkins University, a director of Marathon National
Bank and a California Transportation Commissioner. Mr. Abernethy is a former
member of the board of directors of the Los Angeles County Metropolitan
Transportation Authority and the Metropolitan Water District of Southern
California and a former Planning Commissioner and Telecommunications
Commissioner and former Vice-Chairman of the Economic Development Commission of
the City of Los Angeles.

Dann V. Angeloff, age 66, has been President of the Angeloff Company, a
corporate financial advisory firm, since 1976. The Angeloff Company has
rendered, and is expected to continue to render, financial advisory and
securities brokerage services for PSI. Mr. Angeloff is the general partner of a
limited partnership that owns a mini-warehouse operated by PSI and which secures
a note owned by PSI. Mr. Angeloff has been a director of PSI since its
organization in 1980. He is a director of AremisSoft Corporation, Balboa Capital
Corporation, Nicholas/Applegate Growth Equity Fund, ReadyPac Produce, Inc.,
Royce Medical Company and xDimentional Technologies, Inc. He was a director of
SPI from 1989 until June 1996.

William C. Baker, age 68, became a director of PSI in November 1991.
Since 1970, Mr. Baker has been a partner in Baker & Simpson, a private
investment entity. From August 1998 through April 2000, he was President and
Treasurer of Meditrust Operating Company, a real estate investment trust. From
April 1996 to December 1998, Mr. Baker was Chief Executive Officer of Santa
Anita Companies which then operated the Santa Anita Racetrack. From April 1993
through May 1995, Mr. Baker was President of Red Robin International, Inc., an
operator and franchiser of casual dining restaurants in the United States and
Canada. From January 1992 through December 1995 he was Chairman and Chief
Executive Officer of Carolina Restaurant Enterprises, Inc., a franchisee of Red
Robin International, Inc. From 1991 to 1999, he was Chairman of the Board of
Coast Newport Properties, a real estate brokerage company. From 1976 to 1988, he
was a principal shareholder and Chairman and Chief Executive Officer of Del
Taco, Inc., an operator and franchiser of fast food restaurants in California.
Mr. Baker is a director of Callaway Golf Company, Meditrust Operating Company
and Meditrust Corporation.

Thomas J. Barrack, Jr., age 54, became a director of PSI in February
1998. Mr. Barrack has been the Chairman and Chief Executive Officer of Colony
Capital, Inc. since September, 1991. Colony Capital, Inc. is one of the largest
real estate investors in America, having acquired properties in the U.S., Europe
and Asia. Prior to founding Colony Capital, Inc., from 1987 to 1991, Mr. Barrack
was a principal with the Robert M. Bass Group, Inc., the principal investment
vehicle for Robert M. Bass of Fort Worth, Texas. From 1985 to 1987, Mr. Barrack
was President of Oxford Ventures, Inc., a Canadian-based real estate development
company. From 1984 to 1985 he was a Senior Vice President at E. F. Hutton
Corporate Finance in New York. Mr. Barrack was appointed by President Ronald
Reagan as Deputy Under Secretary at the U.S. Department of the Interior from
1982 to 1983. Mr. Barrack currently is a director of Continental Airlines, Inc.
and Kennedy-Wilson, Inc.

10-K405 15th Page of 32 TOC 1st Previous Next ↓Bottom Just 15th
Uri P. Harkham, age 53, became a director of PSI in March 1993. Mr.
Harkham has been the President and Chief Executive Officer of the Jonathan
Martin Fashion Group, which specializes in designing, manufacturing and
marketing women's clothing, since its organization in 1976. Since 1978, Mr.
Harkham has been the Chairman of the Board of Harkham Properties, a real estate
firm specializing in buying and managing fashion warehouses in Los Angeles.

Daniel C. Staton, age 49, became a director of PSI on March 12, 1999 in
connection with the merger of Storage Trust Realty, a real estate investment
trust, with PSI. Mr. Staton was Chairman of the Board of Trustees of Storage
Trust Realty from February 1998 until March 12, 1999 and a Trustee of Storage
Trust Realty from November 1994 until March 12, 1999. He is President of Walnut
Capital Partners, an investment and venture capital company. Mr. Staton was the
Chief Operating Officer and Executive Vice President of Duke Realty Investments,
Inc. from 1993 to 1997 and a director of Duke Realty Investments, Inc. from 1993
until August 1999. From 1981 to 1983, Mr. Staton was a principal owner of Duke
Associates, the predecessor of Duke Realty Investments, Inc. Prior to joining
Duke Associates in 1981, he was a partner and general manager of his own moving
company, Gateway Van & Storage, Inc. in St. Louis, Missouri. Form 1986 to 1988,
Mr. Staton served as president of the Greater Cincinnati Chapter of the National
Association of Industrial and Office Parks.

Pursuant to Articles 16 and 17 of the Partnership's Amended Certificate
and Agreement of Limited Partnership (the "Partnership Agreement"), a copy of
which is included in the Partnership's prospectus included in the Partnership's
Registration Statement, File No. 2-92009, each of the General Partners continues
to serve until (i) death, insanity, insolvency, bankruptcy or dissolution, (ii)
withdrawal with the consent of the other general partner and a majority vote of
the limited partners, or (iii) removal by a majority vote of the limited
partners.

Each director of PSI serves until he resigns or is removed from office
by PSI, and may resign or be removed from office at any time with or without
cause. Each officer of PSI serves until he resigns or is removed by the board of
directors of PSI. Any such officer may resign or be removed from office at any
time with or without cause.

There have been no events under any bankruptcy act, no criminal
proceedings, and no judgments or injunctions material to the evaluation of the
ability of any director or executive officer of PSI during the past five years.

ITEM 11. Executive Compensation

The Partnership has no subsidiaries, directors or officers. See Item 13
for a description of certain transactions between the Partnership and its
General Partners and their affiliates.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management

(a) At March 15, 2002, the following beneficially owned more than 5% of
the Units:

[Enlarge/Download Table]

Title Name and Address Beneficial Percent
of Class of Beneficial Owner Ownership of Class
---------------------- --------------------------------------------- ------------------ --------

Units of Limited Public Storage, Inc. 16,500 Units (1) 37.5%
Partnership Interest 701 Western Avenue
Glendale, California 91201
Units of Limited B. Wayne Hughes, Tamara Hughes Gustavson, PS 11,825 Units (2) 26.9%
Partnership Interest Orangeco Partnerships, Inc.
701 Western Avenue
Glendale, California 91201

(1) Includes (i) 16,369 Units owned by PSI as to which PSI has sole voting and
dispositive power, and (ii) 131 Units which PSI has an option to acquire
from Tamara Hughes Gustavson, an adult daughter of Hughes.

(2) Includes (i) 4,852 Units owned by BWH Marina Corporation II, a corporation
wholly-owned by Hughes, as to which Hughes has sole voting and dispositive
power, (ii) 131 Units owned by Tamara Hughes Gustavson as to which Tamara
Hughes Gustavson has sole voting and dispositive power; PSI has an option
to acquire these 131 Units, and (iii) 7,415 Units owned by PS Orangeco
Partnerships, Inc., a corporation in which Hughes and members of his family
own 51% of the voting stock and PSI the remaining 49%.

10-K405 16th Page of 32 TOC 1st Previous Next ↓Bottom Just 16th
(b) The Partnership has no officers and directors. The General Partners
have contributed $222,222 to the capital of the Partnership and as a result
participate in the distributions to the limited partners and in the
Partnership's profits and losses in the same proportion that the General
Partners' capital contribution bears to the total capital contribution.
Information regarding ownership of Units by PSI and Hughes, the General
Partners, is set forth under section (a) above. Dann V. Angeloff, a director of
PSI, beneficially owns 27 Units (0.06% of the Units). The directors and
executive officers of PSI (including Hughes), as a group (17 persons),
beneficially own an aggregate of 12,299 Units, representing 28.0% of the Units
(including the 4,852 Units owned by Hughes and the 7,415 Units owned by PS
Orangeco Partnerships, Inc.).

(c) The Partnership knows of no contractual arrangements, the operation
of the terms of which may at a subsequent date result in a change in control of
the Partnership, except for articles 16, 17 and 21.1 of the Partnership's
Amended Certificate and Agreement of Limited Partnership (the "Partnership
Agreement"), a copy of which is included in the Partnership's prospectus
included in the Partnership's Registration Statement File No. 2-63247. Those
articles provide, in substance, that the limited partners shall have the right,
by majority vote, to remove a general partner and that a general partner may
designate a successor with the consent of the other general partner and a
majority of the limited partners.

ITEM 13. Certain Relationships and Related Transactions

The Partnership Agreement provides that the General Partners will be
entitled to cash incentive distributions in an amount equal to (i) 8% of
distributions of cash flow from operations until the distributions to all
partners from all sources equal their capital contributions; thereafter, 25% of
distributions of cash flow from operations, and (ii) 25% of distributions from
net proceeds from sale and financing of the Partnership's properties remaining
after distribution to all partners of any portion thereof required to cause
distributions to partners from all sources to equal their capital contributions.
The partners received distributions equal to their capital contributions in
1987. The Partnership has not made any distributions since the third quarter of
1991.

The Partnership has a Management Agreement with PSI pursuant to which
the Partnership pays PSI a fee of 6% of the gross revenues of the mini-warehouse
spaces operated for the Partnership. During 2001, the Partnership paid fees of
$525,000 to PSI pursuant to the Management Agreement.

The Partnership's commercial property is managed by PS Business Parks,
LP ("PSBP") pursuant to a Management Agreement which provides for the payment of
a fee by the Partnership of 5% of the gross revenues of the commercial space
operated for the Partnership. During 2001, the Partnership paid $19,000 to PSBP
pursuant to the Management Agreement.

In January 1997, PSBP became the operator of the Partnership's
commercial property pursuant to the Management Agreement. PSBP is an operating
partnership formed to own and operate business parks in which PSI has a
significant economic interest. The general partner of PSBP is PS Business Parks,
Inc., an AMEX listed real estate investment trust.

PART IV

ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) List of Documents filed as part of the Report.

1. Financial Statements. See Index to Financial Statements and
Financial Statement Schedule.

2. Financial Statement Schedules. See Index to Financial Statements
and Financial Statement Schedule.

3. Exhibits: See Exhibit Index contained below.

(b) Reports on Form 8-K: No reports on Form 8-K were filed during 2001.

10-K405 17th Page of 32 TOC 1st Previous Next ↓Bottom Just 17th
PUBLIC STORAGE PROPERTIES V, LTD.

EXHIBIT INDEX

(Item 14 (c))

3.1 Amended Certificate and Agreement of Limited Partnership. Previously
filed with the Securities and Exchange Commission as Exhibit A to the
Registrant's Prospectus included in Registration Statement No. 2-63247
and incorporated herein by references.

10.1 Second Amended and Restated Management Agreement dated November 16,
1995 between the Partnership and Public Storage, Inc. Previously filed
with the Securities and Exchange Commission as an exhibit to PS
Partners, Ltd.'s Annual Report on Form 10-K for the year ended December
31, 1996 and incorporated herein by reference.

10.2 Amended Management Agreement dated February 21, 1995 between Storage
Equities, Inc. and Public Storage Commercial Properties Group, Inc.
Previously filed with the Securities and Exchange Commission as an
exhibit to Storage Equities, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1994 and incorporated herein by reference.

10.3 Credit Agreement dated April 1, 1999 by and between Public Storage
Properties V, Ltd. and Wells Fargo Bank, National Association.
Previously filed with the Securities and Exchange Commission as an
exhibit to the Registrant's Quarterly report filed on form 10-Q for the
quarter ended March 31, 1999 and incorporated herein by reference.

10.4 Interest Swap Agreement dated March 9, 1999 by and between Public
Storage Properties V, Ltd. and Wells Fargo Bank, National Association.
Previously filed with the Securities and Exchange Commission as an
exhibit to the Registrant's Quarterly report filed on form 10-Q for the
Quarter ended March 31, 1999 and incorporated herein by reference.

10-K405 18th Page of 32 TOC 1st Previous Next ↓Bottom Just 18th
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Partnership has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

PUBLIC STORAGE PROPERTIES V, LTD.,
a California Limited Partnership
Dated: March 29, 2002 By: Public Storage, Inc., General Partner

By: /s/ B. Wayne Hughes
-------------------
B. Wayne Hughes, Chairman of the Board

By: /s/ B. Wayne Hughes
-------------------
B. Wayne Hughes, General Partner

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Partnership in the capacities and on the dates indicated.

[Enlarge/Download Table]

Signature Capacity Date
--------------------------------------- ------------------------------------------------- ---------------

/s/ B. Wayne Hughes Chairman of the Board and March 29, 2002
--------------------------------------- Chief Executive Officer of Public Storage, Inc.
B. Wayne Hughes and General Partner (principal executive officer)

/s/ Harvey Lenkin President and Director March 29, 2002
--------------------------------------- of Public Storage, Inc.
Harvey Lenkin

/s/ Marvin M. Lotz Senior Vice President and Director March 29, 2002
---------------------------------------
Marvin M. Lotz

/s/ B. Wayne Hughes, Jr. Vice President and Director March 29, 2002
--------------------------------------- of Public Storage, Inc.
B. Wayne Hughes, Jr.

/s/ John Reyes Senior Vice President and Chief Financial Officer March 29, 2002
--------------------------------------- of Public Storage, Inc. (principal financial
John Reyes officer and principal accounting officer)

/s/ Robert J. Abernethy Director of Public Storage, Inc. March 29, 2002
---------------------------------------
Robert J. Abernethy

Director of Public Storage, Inc.
---------------------------------------
Dann V. Angeloff

Director of Public Storage, Inc.
---------------------------------------
William C. Baker

Director of Public Storage, Inc.
---------------------------------------
Thomas J. Barrack, Jr.

/s/ Uri P. Harkham Director of Public Storage, Inc. March 29, 2002
---------------------------------------
Uri P. Harkham

/s/ Daniel C. Staton Director of Public Storage, Inc. March 29, 2002
---------------------------------------
Daniel C. Staton

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PUBLIC STORAGE PROPERTIES V, LTD.

INDEX TO
FINANCIAL STATEMENTS
AND
FINANCIAL STATEMENT SCHEDULE
(Item 14 (a))

Page
References
----------

Report of Independent Auditors F-1

Financial Statements and Schedule:

Balance Sheets as of December 31, 2001 and 2000 F-2

For the years ended December 31, 2001, 2000 and 1999:

Statements of Income F-3

Statements of Partners' Equity F-4

Statements of Cash Flows F-5 - F-6

Notes to Financial Statements F-7 - F-11

Schedule:

III - Real Estate and Accumulated Depreciation F-12 - F-13

All other schedules have been omitted since the required information is
not present or not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the financial
statements or the notes thereto.

10-K405 20th Page of 32 TOC 1st Previous Next ↓Bottom Just 20th
Report of Independent Auditors

The Partners
Public Storage Properties V, Ltd.

We have audited the accompanying balance sheets of Public Storage Properties V,
Ltd. as of December 31, 2001 and 2000, and the related statements of income,
partners' equity and cash flows for each of the three years in the period ended
December 31, 2001. Our audits also included the schedule listed in the index at
item 14(a). These financial statements and schedule are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Public Storage Properties V,
Ltd. at December 31, 2001 and 2000, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 2001, in
conformity with accounting principles generally accepted in the United States.
Also, in our opinion, the related financial statement schedule, when considered
in relation to the basic financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.

ERNST & YOUNG LLP

March 23, 2002
Los Angeles, California

F-1

10-K405 21st Page of 32 TOC 1st Previous Next ↓Bottom Just 21st
PUBLIC STORAGE PROPERTIES V, LTD.
BALANCE SHEETS
December 31, 2001 and 2000

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2001 2000
---------------- ----------------
ASSETS

Cash and cash equivalents $ 449,000 $ 410,000
Marketable securities of affiliate (cost of $8,181,000 as
of December 31, 2001 and 2000) 18,285,000 13,357,000
Rent and other receivables 415,000 136,000

Real estate facilities, at cost:
Buildings and equipment 16,886,000 16,546,000
Land 4,714,000 4,714,000
---------------- ----------------
21,600,000 21,260,000
Less accumulated depreciation (13,639,000) (12,661,000)
---------------- ----------------
7,961,000 8,599,000

Other assets 82,000 95,000
---------------- ----------------
Total assets $ 27,192,000 $ 22,597,000
================ ================

LIABILITIES AND PARTNERS' EQUITY

Accounts payable $ 106,000 $ 176,000
Deferred revenue 188,000 232,000
Note payable to commercial bank 1,550,000 7,600,000

Partners' equity

Limited partners' equity, $500 per
unit, 44,000 units authorized, issued and outstanding 11,319,000 6,989,000
General partners' equity 3,925,000 2,424,000
Other comprehensive income 10,104,000 5,176,000
---------------- ----------------
Total partners' equity 25,348,000 14,589,000
---------------- ----------------
Total liabilities and partners' equity $ 27,192,000 $ 22,597,000
================ ================

See accompanying notes.
F-2

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PUBLIC STORAGE PROPERTIES V, LTD.
STATEMENTS OF INCOME
For the years ended December 31, 2001, 2000 and 1999

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2001 2000 1999
---------------- ---------------- ----------------
REVENUES:

Rental income $ 8,823,000 $ 8,124,000 $ 7,750,000
Dividends from marketable securities of affiliate 944,000 830,000 816,000
Other income 53,000 8,000 69,000
---------------- ---------------- ----------------
9,820,000 8,962,000 8,635,000
---------------- ---------------- ----------------

COSTS AND EXPENSES:

Cost of operations 2,011,000 1,996,000 1,895,000
Management fees paid to affiliates 525,000 484,000 462,000
Depreciation and amortization 978,000 954,000 956,000
Administrative 94,000 95,000 67,000
Interest expense 381,000 643,000 1,324,000
---------------- ---------------- ----------------
3,989,000 4,172,000 4,704,000
---------------- ---------------- ----------------
NET INCOME $ 5,831,000 $ 4,790,000 $ 3,931,000
================ ================ ================

Limited partners' share of net income
($131.20 per unit in 2001, $107.77 per
unit in 2000 and $88.45 per unit in 1999) $ 5,773,000 $ 4,742,000 $ 3,892,000

General partners' share of net income 58,000 48,000 39,000
---------------- ---------------- ----------------
$ 5,831,000 $ 4,790,000 $ 3,931,000
================ ================ ================

See accompanying notes.
F-3

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PUBLIC STORAGE PROPERTIES V, LTD.
STATEMENTS OF PARTNERS' EQUITY
For the years ended December 31, 2001, 2000 and 1999

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Other
Comprehensive Total Partners'
Limited Partners General Partners Income Equity
---------------- ---------------- ------------- ---------------

Balance at December 31, 1999 $ 3,433,000 $ 1,190,000 $ 4,266,000 $ 8,889,000

Change in unrealized gain on
marketable equity securities - - 910,000 910,000

Net income 4,742,000 48,000 - 4,790,000

Equity transfer (1,186,000) 1,186,000 - -
---------------- ---------------- ------------- ---------------

Balance at December 31, 2000 6,989,000 2,424,000 5,176,000 14,589,000

Change in unrealized gain on
marketable equity securities - - 4,928,000 4,928,000

Net income 5,773,000 58,000 - 5,831,000

Equity transfer (1,443,000) 1,443,000 - -
---------------- ---------------- ------------- ---------------

Balance at December 31, 2001 $ 11,319,000 $ 3,925,000 $ 10,104,000 $ 25,348,000
================ ================ ============= ===============

See accompanying notes.
F-4

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PUBLIC STORAGE PROPERTIES V, LTD.
STATEMENTS OF CASH FLOWS
For the years ended December 31, 2001, 2000 and 1999

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2001 2000 1999
------------------ ------------------ ------------------
Cash flows from operating activities:

Net income $ 5,831,000 $ 4,790,000 $ 3,931,000

Adjustments to reconcile net income to cash
provided by operating activities:

Depreciation 978,000 954,000 956,000
Increase in rent and other receivables (279,000) (23,000) (289,000)
Amortization of prepaid loan fees 11,000 11,000 42,000
Decrease (increase) in other assets 2,000 (1,000) (44,000)
(Decrease) increase in accounts payable (70,000) 8,000 33,000
(Decrease) increase in deferred revenue (44,000) (4,000) 14,000
------------------ ------------------ ------------------

Total adjustments 598,000 945,000 712,000
------------------ ------------------ ------------------

Net cash provided by operating activities 6,429,000 5,735,000 4,643,000
------------------ ------------------ ------------------

Cash flow from investing activities:

Additions to real estate facilities (340,000) (402,000) (328,000)
------------------ ------------------ ------------------

Net cash used in investing activities (340,000) (402,000) (328,000)
------------------ ------------------ ------------------

Cash flows from financing activities:

Note proceeds from commercial bank - - 17,000,000
Principal payments on note to commercial bank (6,050,000) (5,225,000) (4,175,000)
Principal payments on mortgage note payable - - (21,742,000)
------------------ ------------------ ------------------

Net cash used in financing activities (6,050,000) (5,225,000) (8,917,000)
------------------ ------------------ ------------------

Net increase (decrease) in cash and cash equivalents 39,000 108,000 (4,602,000)

Cash and cash equivalents at the beginning of the year 410,000 302,000 4,904,000
------------------ ------------------ ------------------

Cash and cash equivalents at the end of the year $ 449,000 $ 410,000 $ 302,000
================== ================== ==================

See accompanying notes.
F-5

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PUBLIC STORAGE PROPERTIES V, LTD.
STATEMENTS OF CASH FLOWS
For the years ended December 31, 2001, 2000 and 1999
(Continued)

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2001 2000 1999
------------------ ------------------ ------------------
Supplemental schedule of non-cash investing and financing activities:

Receipt of stock dividend:

Marketable securities $ - $ 347,000 $ -
================== ================== ==================
Rent and other receivables $ - $ (347,000) $ -
================== ================== ==================

Increase (decrease) in fair value of marketable securities:
Marketable securities $ 4,928,000 $ 910,000 $ (2,333,000)
================== ================== ==================
Other comprehensive income $ 4,928,000 $ 910,000 $ (2,333,000)
================== ================== ==================

See accompanying notes.
F-6

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PUBLIC STORAGE PROPERTIES V, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2001

1. Description of Partnership

Public Storage Properties V, Ltd. (the "Partnership") was
formed with the proceeds of a public offering. The general partners in
the Partnership are Public Storage, Inc. ("PSI") and B. Wayne Hughes
("Hughes"). The Partnership owns fourteen operating facilities located
in three states and a parcel of land in Florida.

2. Summary of Significant Accounting Policies and Partnership Matters

Real Estate Facilities:
----------------------

Cost of land includes appraisal fees and legal fees related to
acquisition and closing costs. Buildings and equipment reflect costs
incurred through December 31, 2001 and 2000 to develop mini-warehouses
and to a lesser extent, a business park facility. The mini-warehouse
facilities provide self-service storage spaces for lease, usually on a
month-to-month basis, to the general public. The buildings and
equipment are generally depreciated on a straight-line basis over
estimated useful lives of 25 and 5 years, respectively.

In August 1992, the building at a mini-warehouse facility
located in Miami, Florida were completely destroyed by Hurricane
Andrew. In 1993, the General Partners decided that it would be more
beneficial to the Partnership, given the condition of the market area
of the mini-warehouse, to cease operations at this location and
therefore, decided not to reconstruct the buildings. In December 1995,
the Partnership entered into an option agreement with a buyer to sell
the land for $850,000. In June 1996, the Partnership sold approximately
61% of the Miami, Florida land for a net price of $376,000 ($400,000
less $24,000 of selling cost), resulting in a $13,000 gain on the sale.
The buyer of the land has an option to purchase the remaining 39% of
the land. In May 2000, the buyer disclaimed its rights under the option
agreement to acquire the remaining land. The remaining land has since
been listed for sale.

In 1995, the Financial Accounting Standards Board issued
Statement No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of" which requires impairment
losses to be recorded on long-lived assets. We annually evaluate
long-lived assets (including intangibles), by identifying indicators of
impairment and, if such indicators exist, by comparing the sum of the
estimated undiscounted future cash flows for each asset to the asset's
carrying amount. When indicators of impairment are present and the sum
of the undiscounted cash flows is less than the carrying value of such
asset, an impairment loss is recorded equal to the difference between
the asset's current carrying value and its value based upon discounting
its estimated future cash flows. Statement No. 121 also addresses the
accounting for long-lived assets that are expected to be disposed of.
Such assets are to be reported at the lower of their carrying amount or
fair value, less cost to sell. Our evaluations have indicated no
impairment in the carrying amount of our assets.

Revenue Recognition:
-------------------

Property rents are recognized as earned. Advertising costs of
$315,000, $221,000 and $205,000 in 2001, 2000 and 1999, respectively,
are expensed as incurred.

Allocation of Net Income:
------------------------

The general partners' share of net income consists of amounts
attributable to their 1% capital contribution and an additional
percentage of cash flow (as defined) which relates to the general
partners' share of cash distributions as set forth in the Partnership
Agreement (Note 4). All remaining net income is allocated to the
limited partners.

Per unit data is based on the weighted average number of the
limited partnership units (44,000) outstanding during the period.

F-7

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2. Summary of Significant Accounting Policies and Partnership Matters
(Continued)

Cash and Cash Equivalents:
-------------------------

For financial statement purposes, the Partnership considers
all highly liquid investments purchased with a maturity of three months
or less to be cash equivalents.

Marketable Securities:
---------------------

Marketable securities at December 31, 2001 consist of 533,334
shares of common stock and 17,331 shares of Equity Stock, Series A of
Public Storage, Inc. During 1998, the Partnership purchased an
additional 15,000 shares of common stock in Public Storage, Inc. at an
aggregate cost of $435,000. The Partnership has designated its
portfolio of marketable securities as being available for sale.
Accordingly, at December 31, 2001, the Partnership has recorded the
marketable securities at fair value, based upon the closing quoted
price of the securities at December 31, 2001, and has recorded a
corresponding unrealized gain (loss) totaling $4,928,000, $910,000 and
$(2,333,000) for the years ended December 31, 2001, 2000, and 1999,
respectively, as an increase (decrease) to Partnership equity. The
Partnership recognized dividends of $944,000, $830,000 and $816,000 for
the years ended December 31, 2001, 2000 and 1999, respectively.

Comprehensive Income:
--------------------

The primary impact of this statement for the Partnership is to
recharacterize unrealized gains or losses in shareholders' equity as
"other comprehensive income."

Other Assets:
------------

Included in other assets is deferred financing costs of
$13,000 and $24,000 at December 31, 2001 and 2000, respectively. Such
balance is being amortized as interest expense using the straight-line
basis over the life of the loan.

Use of Estimates:
----------------

The preparation of the financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.

Environmental Cost:
------------------

Substantially all of the Partnership's facilities were
acquired prior to the time that it was customary to conduct
environmental investigations in connection with property acquisitions.
Based on the assessments, the Partnership expensed $27,000 in 1995 for
known environmental remediation requirements. Although there can be no
assurance, the Partnership is not aware of any environmental
contamination of any of its property sites which individually or in the
aggregate would be material to the Partnership's overall business,
financial condition, or results of operations.

F-8

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2. Summary of Significant Accounting Policies and Partnership Matters
(Continued)

Recent Accounting Pronouncements and Guidance:
---------------------------------------------

ACCOUNTING FOR BUSINESS COMBINATIONS

In June 2001, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standard No. 141,
"Business Combinations," ("SFAS 141") which sets forth revised
accounting guidance with respect to accounting for acquisitions of
business enterprises. In accordance with the transition provisions of
SFAS 141, the Partnership adopted the disclosure and accounting
provisions of SFAS 141 on June 30, 2001 and the adoption had no effect
on the Partnership's financial statements.

ACCOUNTING FOR GOODWILL AND OTHER INTANGIBLE ASSETS

In June 2001, the FASB issued Statement of Financial
Accounting Standard No. 142, "Goodwill and Other Intangible Assets,"
("SFAS 142") which addresses how intangible assets that are acquired
individually or with a group of other assets (but not those acquired in
a business combination, which are addresses in SFAS 141) are to be
accounted for. It also addresses how goodwill and other intangible
assets should be accounted for after they have been initially
recognized in the financial statements. In accordance with SFAS 142,
the Partnership will adopt the provisions of SFAS No. 142 in its
financial statements beginning with the year ending December 31, 2002.
The adoption of the SFAS 142 will have no impact upon the Partnership's
financial position or results of operations.

ACCOUNTING FOR THE IMPAIRMENT AND DISPOSAL OF LONG-LIVED
ASSETS

In August 2001, the FASB issued Statement of Financial
Accounting Standards No. 144 ("SFAS 144") which addresses financial
accounting and reporting for the impairment or disposal of long-lived
assets and supersedes SFAS 121, and the accounting and reporting
provisions of APB Opinion No. 30, "Reporting the Results of Operations"
for a disposal of a segment of a business. SFAS 144 is effective for
fiscal years beginning after December 15, 2001, with earlier
application encouraged. The Partnership expects to adopt SFAS 144 on
January 1, 2002, and does not expect that the adoption of the Statement
will have a material impact upon the Partnership's financial position
or results of operations.

Segment Reporting:
-----------------

The Partnership only has one reportable segment as defined
within Statement of Financial Accounting Standards No. 131 ("SFAS No.
131"), therefore the adoption of SFAS No. 131 had no effect on the
Partnership disclosures.

3. Cash Distributions

The Partnership Agreement requires that cash available for
distribution (cash flow from all sources less cash necessary for any
obligations or capital improvement needs) be distributed at least
quarterly. Cash distributions have been suspended since 1991 for debt
service payments.

F-9

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4. Partners' Equity

The general partners have a 1% interest in the Partnership. In
addition, the general partners had an 8% interest in cash distributions
attributable to operations (exclusive of distributions attributable to
sale and financing proceeds) until the limited partners recovered all
of their investment. Thereafter, the general partners have a 25%
interest in all cash distributions (including sale and financing
proceeds). During 1987, the limited partners recovered all of their
initial investment. All subsequent distributions are being made 25.75%
(including the 1% interest) to the general partners and 74.25% to the
limited partners. Transfers of equity are made periodically to conform
the partners' equity accounts to the provisions of the Partnership
Agreement. These transfers have no effect on results of operations or
distributions to partners.

The financing of the properties (Note 7) provided the
Partnership with cash for a special distribution without affecting the
Partnership's taxable income. Proceeds of approximately $24,356,000
were distributed to the partners in June 1989 resulting in a deficit in
the limited and general partners' equity accounts.

5. Related Party Transactions

The Partnership has a management agreement with PSI pursuant
to which PSI operates the Partnership's mini-warehouse facilities for a
fee equal to 6% of the facilities' gross revenue (as defined). The
Partnership's business parks are managed by PS Business Parks, L.P.
("PSBP") pursuant to a management contract. PSBP, an affiliate of PSI
operates the Partnership's business parks for a fee equal to 5% of the
facilities gross income. For 2001, 2000 and 1999, the Partnership paid
$525,000 $484,000 and $462,000, respectively, pursuant to these
management agreements.

The Management Agreement between the Partnership and PSI
provides that the Management Agreement may be terminated without cause
upon 60 days' written notice by either party. The Management Agreement
between the Partnership and PSBP provides that the Management Agreement
may be terminated (i) without cause upon 60 days written notice by the
Partnership and upon seven years notice by PSBP and (ii) at any time by
either party for cause.

6. Taxes Based on Income

Taxes based on income are the responsibility of the individual
partners and, accordingly, the Partnership's financial statements do
not reflect a provision for such taxes.

Unaudited taxable net income was $5,996,000, $5,077,000 and
$4,202,000 for the years ended December 31, 2001, 2000 and 1999,
respectively. The differences between taxable net income and net income
is primarily related to depreciation expense resulting from differences
in depreciation methods.

7. Notes Payable

On April 1, 1999, the partnership borrowed $17,000,000 from a
commercial bank. The proceeds of the loan were used to repay the
Partnership's mortgage debt. The loan is unsecured and bears interest
at the London Interbank Offering Rate ("LIBOR") plus 0.60% to 1.20%
depending on the Partnership's interest coverage ratio (2.50% at
December 31, 2001). The loan requires monthly payments of interest and
matures April 2003. Principal may be paid, in whole or in part, at any
time without penalty or premium.

F-10

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7. Notes Payable (Continued)

The partnership has entered into an interest rate swap
agreement to reduce the impact of changes in interest rates on a
portion of its floating rate debt. The agreement, which covers
$5,000,000 of debt through April, 2002 effectively changes the interest
rate exposure from floating rate to a fixed rate of 5.64% plus .60% to
1.20% based on the Partnership's interest coverage ratio. Market gains
and losses on the value of the swap are deferred and included in income
over the life of the swap or related debt. The Partnership records the
differences paid or received on the interest rate swap in interest
expense as payments are made or received. During December 2001, the
Partnership terminated this agreement at a cost of approximately
$75,000 which is included in interest expense.

Interest paid during 2001, 2000 and 1999 was $376,000,
$604,000 and $1,214,000, respectively.

8. Supplementary Quarterly Financial Data (Unaudited)

[Enlarge/Download Table]

Three Months Ended
-------------------------------------------------------------------------------
March 31, 2001 June 30, 2001 September 30, 2001 December 31, 2001
-------------- -------------- ------------------ -----------------

Rental Income $ 2,145,000 $ 2,202,000 $ 2,231,000 $ 2,245,000
Cost of Operations $ 605,000 $ 601,000 $ 658,000 $ 672,000
Net Income $ 1,277,000 $ 1,378,000 $ 1,686,000 $ 1,490,00
Net Income Per Unit $ 28.73 $ 31.02 $ 37.93 $ 33.52

Three Months Ended
-------------------------------------------------------------------------------
March 31, 2000 June 30, 2000 September 30, 2000 December 31, 2000
-------------- -------------- ------------------ -----------------

Rental Income $ 1,956,000 $ 2,018,000 $ 2,084,000 $ 2,066,000
Cost of Operations $ 586,000 $ 641,000 $ 622,000 $ 631,000
Net Income $ 1,035,000 $ 1,071,000 $ 1,501,000 $ 1,183,000
Net Income Per Unit $ 23.29 $ 24.10 $ 33.77 $ 26.61

F-11

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Public Storage Properties V, Ltd.
Schedule III - Real Estate and Accumulated Depreciation
For the year ended December 31, 2001

[Enlarge/Download Table]

Initial Cost
------------------------------
Costs Subsequent
Building, Land to construction
Description Encumbrances Land Imp & Equipment (Improvements)
---------------------------- ------------ ---------- ---------------- ---------------
CALIFORNIA

Belmont $478,000 $811,000 $218,000
Carson Street 265,000 563,000 157,000
Palmdale 114,000 721,000 340,000
Pasadena Fair Oaks 686,000 1,219,000 350,000
Sacramento Carmichael 305,000 850,000 331,000
Sacramento Florin 326,000 1,063,000 345,000
San Jose Capitol Quimby 209,000 742,000 233,000
San Jose Felipe 270,000 935,000 283,000
So. San Francisco
Spruce (1) 532,000 1,488,000 537,000

FLORIDA
Miami Perrine (2) 230,000 -
Miami 27th Avenue 142,000 878,000 416,000
Miami 29th 270,000 520,000 232,000

GEORGIA
Atlanta Montreal Road 397,000 888,000 334,000
Atlanta Mountain
Industrial Blvd. 271,000 725,000 411,000
Marietta-Cobb Parkway 219,000 914,000 382,000
------------ ---------- ---------------- ---------------
1,550,000 $4,714,000 $12,317,000 $4,569,000
============ ========== ================ ===============
[Enlarge/Download Table]

Gross Carrying Amount
at December 31, 2001
----------------------------------------------

Accumulated Date
Description Land Imp & Equipment Total Depreciation Completed
---------------------------- ---------- --------------- ----------- ------------ ------------
CALIFORNIA

Belmont $478,000 $1,029,000 $1,507,000 $876,000 12/79
Carson Street 265,000 720,000 985,000 589,000 01/80
Palmdale 114,000 1,061,000 1,175,000 895,000 01/80
Pasadena Fair Oaks 686,000 1,569,000 2,255,000 1,302,000 03/80
Sacramento Carmichael 305,000 1,181,000 1,486,000 976,000 07/80
Sacramento Florin 326,000 1,408,000 1,734,000 1,135,000 06/80
San Jose Capitol Quimby 209,000 975,000 1,184,000 791,000 07/80
San Jose Felipe 270,000 1,218,000 1,488,000 973,000 12/80
So. San Francisco
Spruce (1) 532,000 2,025,000 2,557,000 1,577,000 11/80

FLORIDA
Miami Perrine (2) 230,000 0 230,000 0 01/80
Miami 27th Avenue 142,000 1,294,000 1,436,000 1,024,000 05/80
Miami 29th 270,000 752,000 1,022,000 647,000 10/79

GEORGIA
Atlanta Montreal Road 397,000 1,222,000 1,619,000 960,000 06/80
Atlanta Mountain
Industrial Blvd. 271,000 1,136,000 1,407,000 872,000 09/80
Marietta-Cobb Parkway 219,000 1,296,000 1,515,000 1,022,000 10/79
---------- --------------- ----------- ------------
$4,714,000 $16,886,000 $21,600,000 $13,639,000
========== =============== =========== ============

(1) A portion of the property has been developed as a business park.

(2) In 1993, the buildings and improvements at the Miami/Perrine property
that were destroyed by Hurricane Andrew were written off. In 1996, the
Partnership sold approximately 61% of the Miami/Perrine property.

F-12

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Public Storage Properties V, Ltd.
Schedule III - Real Estate and Accumulated Depreciation
(Continued)

Reconciliation of Real Estate and Accumulated Depreciation

[Download Table]

2001 2000
------------------ ------------------
Investment in Real estate

Balance at the beginning of the year $ 21,260,000 $ 20,858,000
Additions through cash expenditures 340,000 402,000
------------------ ------------------
Balance at the end of the year $ 21,600,000 $ 21,260,000
================== ==================

Accumulated Depreciation
Balance at the beginning of the year $ 12,661,000 $ 11,707,000
Additions charged to costs and expenses 978,000 954,000
------------------ ------------------
Balance at the end of the year $ 13,639,000 $ 12,661,000
================== ==================

(a) The aggregate depreciable cost of real estate (excluding land) for Federal
income tax purposes is $16,329,000 (unaudited).

F-13

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-K405’ Filing	Date	First	Last	Other Filings

	12/31/02	10	28	10-K
Filed on:	3/29/02	18
	3/23/02	20
	3/15/02	15
	1/1/02	28
For Period End:	12/31/01	1	31
	12/15/01	28
	9/30/01	30		10-Q
	6/30/01	28	30	10-Q
	3/31/01	30		10-Q
	12/31/00	10	30	10-K405
	9/30/00	30		10-Q
	6/30/00	30		10-Q
	3/31/00	30		10-Q
	12/31/99	10	29	10-K405
	4/1/99	11	29
	3/31/99	17		10-K, 10-Q
	3/12/99	15
	3/9/99	17
	3/16/98	13
	12/31/96	17		10-K405
	11/16/95	2	17
	2/21/95	17
	12/31/94	17
				List all Filings

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Filing Submission 0000277925-02-000002 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Public Storage Properties V Ltd – ‘10-K405’ for 12/31/01

On: Friday, 3/29/02 · For: 12/31/01 · Accession #: 277925-2-2 · File #: 0-09208

Previous ‘10-K405’: ‘10-K405’ on 3/30/01 for 12/31/00 · Latest ‘10-K405’: This Filing

Annual Report — [x] Reg. S-K Item 405 — Form 10-KFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents