For the quarterly period ended June 30, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ____________ to ____________. Commission File Number: 001-33519 Public Storage (Exact name of registrant as specified in its charter) | Maryland | 95-3551121 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer Identification Number) | | incorporation or organization) | | UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASH ...

Public Storage (NYSE:PSA) Q1 2023 Earnings Conference Call May 4, 2023 12:00 PM ET Company Participants Ryan Burke - Vice President of Investor Relations Joseph Russell - President and Chief Executive Officer Tom Boyle - Senior Vice President, Chief Financial Officer and Chief Investment Officer Conference Call Participants Juan Sanabria - BMO Capital Markets Michael Goldsmith - UBS Smedes Rose - Citigroup Todd Thomas - KeyBanc Capital Markets Keegan Carl - Wolfe Research Steve Sakwa - Evercore ISI Ki Bin K ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ____________ to ____________. Commission File Number: 001-33519 Public Storage (Exact name of registrant as specified in its charter) | Maryland | 95-3551121 | | --- | - ...

Public Storage (NYSE:PSA) Q4 2022 Results Conference Call February 22, 2023 12:00 PM ET Company Participants Ryan Burke - VP, IR Joe Russell - President and CEO Tom Boyle - SVP, CFO and CIO Conference Call Participants Steve Sakwa - Evercore ISI Michael Goldsmith - UBS Jeff Spector - Bank of America Juan Sanabria - BMO Todd Thomas - KeyBanc Capital Markets Spenser Allaway - Green Street Ki Bin Kim - Truist Ronald Kamdem - Morgan Stanley Smedes Rose - Citi Keegan Carl - Wolfe Research Michael Mueller - JP Mo ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022. or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number: 001-33519 PUBLIC STORAGE (Exact name of Registrant as specified in its charter) Maryland 95-3551121 (State or other jurisdiction of incorporatio ...

Public Storage (NYSE:PSA) Q3 2022 Results Conference Call November 2, 2022 12:00 PM ET Company Participants Ryan Burke - VP, IR Joe Russell - President and CEO Tom Boyle - CFO Conference Call Participants Michael Goldsmith - UBS Lizzy Doykan - Bank of America Samir Khanal - Evercore Smedes Rose - Citi Ki Bin Kim - Truist Juan Sanabria - BMO Capital Markets Spenser Allaway - Green Street Mike Mueller - JPMorgan Todd Thomas - KeyBanc Capital Ronald Kamden - Morgan Stanley Operator Ladies and gentlemen, thank ...

PART I FINANCIAL INFORMATION [Item 1. Consolidated Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Consolidated%20Financial%20Statements%20(Unaudited)) This section presents the unaudited consolidated balance sheets, income statements, and cash flows for the period [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) Total assets reached $17.45 billion while total liabilities decreased to $7.33 billion as of September 30, 2022 Consolidated Balance Sheet Highlights (in thousands) | Account | September 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Total Assets** | **$17,450,920** | **$17,380,908** | | Cash and equivalents | $883,787 | $734,599 | | Real estate facilities, net | $15,835,650 | $15,306,996 | | **Total Liabilities** | **$7,330,163** | **$7,957,370** | | Notes payable | $6,740,451 | $7,475,279 | | **Total Equity** | **$10,120,757** | **$9,355,289** | [Consolidated Statements of Income](index=5&type=section&id=Consolidated%20Statements%20of%20Income) Net income surged to $2.78 billion in Q3 2022, driven by a significant gain on the sale of an equity investment - A significant gain of **$2.13 billion** from the sale of the equity investment in PS Business Parks, Inc was the primary driver of the substantial increase in net income[18](index=18&type=chunk) Income Statement Summary (in thousands) | Metric | Q3 2022 | Q3 2021 | 9 Months 2022 | 9 Months 2021 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenues** | **$1,088,131** | **$894,931** | **$3,093,621** | **$2,491,508** | | Self-storage facilities | $1,027,374 | $840,510 | $2,917,675 | $2,333,850 | | **Net Income** | **$2,778,152** | **$491,628** | **$3,951,340** | **$1,337,620** | | Diluted EPS | $15.38 | $2.52 | $21.44 | $6.70 | [Consolidated Statements of Cash Flows](index=11&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Investing activities provided $1.55 billion in cash, primarily from the sale of the PS Business Parks investment Cash Flow Summary - Nine Months Ended Sep 30 (in thousands) | Activity | 2022 | 2021 | | :--- | :--- | :--- | | **Net Cash from Operating Activities** | **$2,380,790** | **$1,814,720** | | **Net Cash from (used in) Investing Activities** | **$1,552,488** | **($3,191,079)** | | Proceeds from sale of PSB investment | $2,636,011 | $0 | | Acquisition of real estate facilities | ($529,357) | ($2,845,284) | | **Net Cash (used in) from Financing Activities** | **($3,782,889)** | **$2,077,797** | | Distributions paid | ($3,508,581) | ($1,189,876) | | **Increase in Cash and Equivalents** | **$150,389** | **$701,751** | [Condensed Notes to Consolidated Financial Statements](index=13&type=section&id=Condensed%20Notes%20to%20Consolidated%20Financial%20Statements) Notes detail the $2.7 billion sale of PS Business Parks, acquisition of 44 facilities, and a special dividend - As of September 30, 2022, the company held interests in **2,836 self-storage facilities in the U.S.** and a **35% equity interest in Shurgard**, which owns 259 facilities in Western Europe[38](index=38&type=chunk)[39](index=39&type=chunk) - On July 20, 2022, the company completed the sale of its 41% common equity interest in PS Business Parks, Inc (PSB) for **$2.7 billion in cash**, recognizing a gain of **$2.1 billion**[40](index=40&type=chunk)[52](index=52&type=chunk) - During the first nine months of 2022, the company acquired **44 self-storage facilities** for a total cost of **$501.9 million**[46](index=46&type=chunk) - A special cash dividend of **$13.15 per common share**, totaling approximately **$2.3 billion**, was paid on August 4, 2022, following the sale of the PSB investment[82](index=82&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses strong Same Store NOI growth, the impact of the PSB investment sale, and continued expansion [Overview](index=29&type=section&id=Overview) Q3 2022 performance was driven by strong organic growth and a $2.1 billion gain from the PSB asset sale - **Same Store Facility revenues increased by 14.7%** ($105.4 million) in Q3 2022 compared to Q3 2021, driven by strong demand, higher rental rates, and high occupancy levels[126](index=126&type=chunk) - The company completed the sale of its 41% equity interest in PS Business Parks, Inc (PSB) on July 20, 2022, receiving **$2.7 billion in cash proceeds** and recognizing a **$2.1 billion gain**[130](index=130&type=chunk) - Following the PSB sale, a special cash dividend of **$13.15 per common share**, totaling approximately **$2.3 billion**, was paid on August 4, 2022[131](index=131&type=chunk) - The company is implementing a multi-year 'Property of Tomorrow' program to rebrand and enhance facilities, with an expected spend of approximately **$220 million in 2022**[129](index=129&type=chunk) [Results of Operations](index=30&type=section&id=Results%20of%20Operations) Net income rose to $2.71 billion in Q3 2022, primarily due to the PSB sale gain and higher self-storage NOI - The primary drivers for the net income increase were the **$2.1 billion gain** on the sale of the PSB equity investment and a significant increase in self-storage net operating income (NOI)[133](index=133&type=chunk)[135](index=135&type=chunk) Net Income per Diluted Common Share | Period | 2022 | 2021 | Change | | :--- | :--- | :--- | :--- | | **Q3** | **$15.38** | **$2.52** | **$12.86** | | **Nine Months** | **$21.44** | **$6.70** | **$14.74** | [Funds from Operations and Core Funds from Operations](index=31&type=section&id=Funds%20from%20Operations%20and%20Core%20Funds%20from%20Operations) Core FFO per diluted share grew 20.8% to $4.13 in Q3 2022, reflecting strong operational performance FFO and Core FFO per Diluted Share | Metric | Q3 2022 | Q3 2021 | % Change | 9 Months 2022 | 9 Months 2021 | % Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **FFO per share** | **$4.66** | **$3.61** | **29.1%** | **$13.08** | **$9.69** | **35.0%** | | **Core FFO per share** | **$4.13** | **$3.42** | **20.8%** | **$11.77** | **$9.39** | **25.3%** | [Analysis of Net Income - Self-Storage Operations](index=33&type=section&id=Analysis%20of%20Net%20Income%20-%20Self-Storage%20Operations) Total self-storage NOI grew 23.8% in Q3 2022, with Same Store facilities contributing a 17.0% increase Self-Storage Net Operating Income (NOI) by Segment - Q3 2022 vs Q3 2021 (in thousands) | Segment | Q3 2022 NOI | Q3 2021 NOI | % Change | | :--- | :--- | :--- | :--- | | Same Store Facilities | $632,570 | $540,665 | 17.0% | | Acquired Facilities | $70,931 | $34,452 | 105.9% | | Newly Developed & Expanded | $50,097 | $34,731 | 44.2% | | Other Non-Same Store | $18,306 | $13,663 | 34.0% | | **Total NOI** | **$771,904** | **$623,511** | **23.8%** | [Ancillary Operations](index=50&type=section&id=Ancillary%20Operations) Ancillary NOI increased to $39.2 million in Q3 2022, led by growth in the tenant reinsurance business - Tenant reinsurance premium revenue **grew 12.1% in Q3 2022**, driven by an increased tenant base from acquired and newly developed facilities[197](index=197&type=chunk) Ancillary Operations Net Operating Income (in thousands) | Segment | Q3 2022 | Q3 2021 | 9 Months 2022 | 9 Months 2021 | | :--- | :--- | :--- | :--- | :--- | | Tenant reinsurance | $35,769 | $31,745 | $112,176 | $97,156 | | Merchandise | $2,861 | $2,908 | $8,835 | $8,784 | | Third party property management | $555 | $33 | $638 | ($326) | | **Total NOI** | **$39,185** | **$34,686** | **$121,649** | **$105,614** | [Analysis of items not allocated to segments](index=51&type=section&id=Analysis%20of%20items%20not%20allocated%20to%20segments) Key unallocated items include a $100.2 million foreign currency gain and decreased equity earnings post-PSB sale - Equity in earnings from PSB ceased after July 20, 2022, due to the sale of the investment, and the company **will no longer recognize earnings from PSB** going forward[202](index=202&type=chunk)[204](index=204&type=chunk) - A **foreign currency gain of $100.2 million** was recorded in Q3 2022, primarily due to the strengthening of the U.S. Dollar against the Euro[207](index=207&type=chunk) - Interest expense increased year-over-year due to debt issued to fund 2021 acquisitions, with a weighted average interest rate of approximately **1.9%** on **$6.7 billion of notes payable**[206](index=206&type=chunk) [Liquidity and Capital Resources](index=53&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains a strong liquidity position with $883.8 million in cash and a $500 million credit facility - The company holds strong credit ratings of **'A' from Standard & Poor's** and **'A2' from Moody's** for its senior notes, enabling effective access to capital markets[211](index=211&type=chunk) - Capital resources as of September 30, 2022, include **$883.8 million in cash**, a **$500 million undrawn revolving credit facility**, and an expected **$600 million in retained operating cash flow** over the next twelve months[212](index=212&type=chunk)[214](index=214&type=chunk) - Committed cash requirements include **$262.6 million for acquisitions** under contract and **$605.5 million for the current development pipeline**[215](index=215&type=chunk)[227](index=227&type=chunk) - Capital expenditures for 2022 are expected to be **$400-$450 million**, including **$220 million** for the 'Property of Tomorrow' enhancement program[220](index=220&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=56&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Primary market risks relate to debt interest rates and foreign currency exposure from its European investment - Total debt outstanding was approximately **$6.7 billion** at September 30, 2022, with a weighted average effective interest rate of **1.9%**[231](index=231&type=chunk)[232](index=232&type=chunk) - The company has foreign currency exposure from its investment in Shurgard (book value **$252.6 million**) and **€1.5 billion of Euro-denominated notes**, which provide a natural hedge[233](index=233&type=chunk) [Item 4. Controls and Procedures](index=56&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of September 30, 2022 - The CEO and CFO concluded that the company's **disclosure controls and procedures were effective** as of the end of the period covered by the report[235](index=235&type=chunk) - **No material changes** were made to the internal control over financial reporting during the quarter ended September 30, 2022[236](index=236&type=chunk) PART II OTHER INFORMATION [Item 1. Legal Proceedings](index=57&type=section&id=Item%201.%20Legal%20Proceedings) The company believes the likelihood of a material loss from current legal proceedings is remote - The company states that the likelihood of any current legal proceedings resulting in a **material loss is remote**[238](index=238&type=chunk) [Item 1A. Risk Factors](index=57&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors have been identified since the 2021 Annual Report on Form 10-K - **No material changes** have occurred to the risk factors disclosed in the company's 2021 Annual Report on Form 10-K[239](index=239&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=57&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No common shares were repurchased in Q3 2022, with 11.3 million shares remaining under the buyback program - **No common shares were repurchased** during the three and nine months ended September 30, 2022[230](index=230&type=chunk)[241](index=241&type=chunk) - As of September 30, 2022, **11,278,084 common shares remain available for repurchase** under the authorized program, which has no expiration date[241](index=241&type=chunk) [Item 6. Exhibits](index=57&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with or incorporated by reference into the quarterly report

Public Storage (NYSE:PSA) Q2 2022 Results Conference Call August 5, 2022 12:00 PM ET Company Participants Ryan Burke - VP, IR Joe Russell - President and CEO Tom Boyle - CFO Conference Call Participants Jeff Spector - Bank of America Michael Goldsmith - UBS Ki Bin Kim - Truist Ronald Kamdem - Morgan Stanley Steve Sakwa - Evercore ISI Michael Mueller - JPMorgan Spenser Allaway - Green Street Juan Sanabria - BMO Capital Markets Keegan Carl - Berenberg Operator Ladies and gentlemen, thank you for standing by, ...

PART I FINANCIAL INFORMATION [Item 1. Consolidated Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Consolidated%20Financial%20Statements%20(Unaudited)) This section presents Public Storage's unaudited consolidated financial statements as of June 30, 2022, highlighting increased total assets and net income Key Balance Sheet Data (as of June 30, 2022) | Metric | June 30, 2022 (in thousands) | December 31, 2021 (in thousands) | | :--- | :--- | :--- | | **Total Assets** | $17,862,851 | $17,380,908 | | Real estate facilities, net | $15,545,495 | $15,306,996 | | **Total Liabilities** | $7,814,503 | $7,957,370 | | Notes payable | $7,340,904 | $7,475,279 | | **Total Equity** | $10,048,348 | $9,355,289 | Key Income Statement Data (Six Months Ended June 30) | Metric | 2022 (in thousands) | 2021 (in thousands) | YoY Change | | :--- | :--- | :--- | :--- | | **Total Revenues** | $2,005,490 | $1,596,577 | +25.6% | | **Net Income** | $1,173,188 | $845,992 | +38.7% | | Net income allocable to common shareholders | $1,067,505 | $732,059 | +45.8% | | **Diluted EPS** | $6.05 | $4.18 | +44.7% | Key Cash Flow Data (Six Months Ended June 30) | Metric | 2022 (in thousands) | 2021 (in thousands) | | :--- | :--- | :--- | | Net cash flows from operating activities | $1,453,773 | $1,130,455 | | Net cash flows used in investing activities | ($595,816) | ($2,719,704) | | Net cash flows (used in) from financing activities | ($577,859) | $1,812,911 | [Condensed Notes to Consolidated Financial Statements](index=13&type=section&id=Condensed%20Notes%20to%20Consolidated%20Financial%20Statements) Detailed notes disclose business activities, accounting policies, and the **$2.7 billion** sale of PSB interest post-quarter end - As of June 30, 2022, the company had interests in **2,807** self-storage facilities in the U.S., a **35%** interest in Shurgard (**256** European facilities), and a **41%** interest in PS Business Parks (PSB)[35](index=35&type=chunk)[36](index=36&type=chunk) - During the first six months of 2022, the company acquired **20** self-storage facilities for **$251.3 million**[43](index=43&type=chunk) - Subsequent to the quarter end, on July 20, 2022, the company sold its **41%** equity interest in PSB to Blackstone for **$2.7 billion** in cash, recognizing a **$2.1 billion** gain in Q3 2022, prompting a special cash dividend of **$13.15** per common share[105](index=105&type=chunk)[106](index=106&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses strong financial performance, Q2 2022 net income growth, and Core FFO per share increase, driven by acquisitions and rental rates - Net income for Q2 2022 was **$603.4 million** (**$3.42/share**), a significant increase from **$346.2 million** (**$1.97/share**) in Q2 2021, primarily due to a **$160.9 million** increase in self-storage net operating income and a **$114.4 million** increase in foreign currency exchange gains[121](index=121&type=chunk) Core FFO Reconciliation (Three Months Ended June 30) | Metric | 2022 | 2021 | % Change | | :--- | :--- | :--- | :--- | | **FFO per share** | $4.58 | $2.99 | 53.2% | | **Core FFO per share** | $3.99 | $3.15 | 26.7% | - The sale of the company's equity investment in PSB on July 20, 2022, generated **$2.7 billion** in cash proceeds and a **$2.1 billion** gain to be recognized in Q3 2022, prompting a special cash dividend of **$13.15** per share[119](index=119&type=chunk)[120](index=120&type=chunk) [Analysis of Net Income - Self-Storage Operations](index=30&type=section&id=Analysis%20of%20Net%20Income%20-%20Self-Storage%20Operations) Detailed analysis of self-storage NOI by segment, showing strong growth from Same Store, Acquired, and Developed facilities Self-Storage Net Operating Income (NOI) by Segment (Three Months Ended June 30) | Segment | 2022 NOI ($ thousands) | 2021 NOI ($ thousands) | % Change | | :--- | :--- | :--- | :--- | | Same Store Facilities | 608,607 | 512,889 | 18.7% | | Acquired Facilities | 62,638 | 20,411 | 206.9% | | Newly Developed & Expanded | 46,595 | 28,914 | 61.2% | | **Total NOI** | **735,297** | **574,398** | **28.0%** | [Ancillary Operations](index=47&type=section&id=Ancillary%20Operations) Ancillary operations generated **$41.5 million** NOI in Q2 2022, primarily driven by growth in tenant reinsurance business Ancillary Operations Net Operating Income (Three Months Ended June 30) | Operation | 2022 NOI ($ thousands) | 2021 NOI ($ thousands) | | :--- | :--- | :--- | | Tenant reinsurance | 38,489 | 33,554 | | Merchandise | 3,007 | 2,806 | | Third party property management | 53 | (29) | | **Total Ancillary NOI** | **41,549** | **36,331** | [Liquidity and Capital Resources](index=50&type=section&id=Liquidity%20and%20Capital%20Resources) Strong liquidity, high credit ratings, and **$1.0 billion** cash position are bolstered by the PSB sale, supporting capital expenditures - The company holds strong credit ratings for its senior notes: **'A' from Standard & Poor's** and **'A2' from Moody's**[203](index=203&type=chunk) - Expected capital resources include **$1.0 billion cash** (as of June 30, 2022), **~$700 million** in retained operating cash flow over the next year, and **~$400 million** retained from the PSB sale after the special dividend[207](index=207&type=chunk) - Capital expenditures are expected to be approximately **$300 million** for 2022, including **$180 million** for the 'Property of Tomorrow' enhancement program and **$30 million** for LED lighting and solar panels[213](index=213&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=53&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Market risk primarily stems from **$7.3 billion** in debt at **1.9%** interest and foreign currency exposure from Shurgard investment - Total debt outstanding was **$7.3 billion** at June 30, 2022, with a weighted average effective interest rate of **1.9%**[226](index=226&type=chunk)[227](index=227&type=chunk) - The company has foreign currency exposure from its investment in Shurgard (book value **$282.9 million**) and **€1.5 billion** of Euro-denominated debt, which acts as a natural hedge[228](index=228&type=chunk) [Item 4. Controls and Procedures](index=53&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective, with no material changes to internal controls during the quarter - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of the end of the period covered by the report[230](index=230&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[231](index=231&type=chunk) PART II OTHER INFORMATION [Item 1. Legal Proceedings](index=54&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in legal proceedings but assesses the likelihood of a material loss as remote - The company states that the likelihood of any legal proceedings resulting in a material loss is remote[233](index=233&type=chunk) [Item 1A. Risk Factors](index=54&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors were reported since the 2021 Annual Report on Form 10-K - No material changes have been made to the risk factors disclosed in the company's 2021 Annual Report on Form 10-K[234](index=234&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=54&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company's common share repurchase program has **11.28 million** shares remaining, with no repurchases in Q2 2022 - The company did not repurchase any common shares during the three and six months ended June 30, 2022[224](index=224&type=chunk)[236](index=236&type=chunk) - As of June 30, 2022, **11,278,084 common shares** may still be repurchased under the existing authorization[236](index=236&type=chunk)

| --- | --- | --- | --- | --- | |-------|----------------|-------------|-------|----------------| | | | | | | | | | | | | | | Public Storage | | | | | | | | | | | | | | | Public Storage | | | | | | | | | | May 3, 2021 | | | | | | | | | | | | | | | | | | | | | Important Information FORWARD-LOOKING STATEMENTS: All statements in this presentation, other than statements of historical fact, are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Sec ...