<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 10-Q

[x]     Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

                      For the quarter ended March 31, 2002
                                       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: 001-12403

                              SUSA PARTNERSHIP L.P.
             (Exact name of registrant as specified in its charter)

                                    Tennessee
                         (State or other jurisdiction of
                         incorporation or organization)

                                   62-1554135
                                  (IRS Employer
                             Identification Number)

                    175 Toyota Plaza, Suite 700, Memphis, TN
                    (Address of principal executive offices)

                                      38103
                                   (Zip Codes)

Registrant's telephone number, including area code: (901) 252-2000

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. ( X) Yes ( ) NO


<PAGE>

                         PART 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements

                             SUSA Partnership, L.P.
                      Consolidated Statements of Operations
                                   (unaudited)
                  (amounts in thousands, except per unit data)

<TABLE>
<CAPTION>
                                                         Three months      Three months
                                                                ended             ended
                                                       March 31, 2002    March 31, 2001
                                                       --------------    --------------
<S>                                                          <C>               <C>
Operating Revenues:
Rental and other property income                             $ 69,046          $ 66,964
Service and other income                                        2,860             1,690
                                                             --------          --------

Total operating revenues                                       71,906            68,654
                                                             --------          --------

Operating Expenses:
Cost of property operations & maintenance                      18,685            17,993
Taxes                                                           5,957             5,252
Costs of providing services                                     1,734             1,642
General & administrative                                        5,784             4,281
Legal and other fees associated with the activities of
  the Special Committee of the Board of Directors               1,983                 -
Depreciation & amortization                                    10,914             9,974
                                                             --------          --------

Total operating expenses                                       45,057            39,142
                                                             --------          --------

Income from operations                                         26,849            29,512


Interest expense, net                                         (12,484)          (12,332)
                                                             --------          --------

Income before minority interest and
  distribution to Preferred Unitholders                        14,365            17,180

Minority interest                                                 (20)              (20)
                                                             --------          --------

Income before distributions to Preferred Unitholders           14,345            17,160
                                                             --------          --------

Distributions to Preferred Unitholders                         (1,442)           (1,442)

Net Income attributable to common unitholders                $ 12,903          $ 15,718
                                                             ========          ========

Basic net income per unit                                    $   0.42          $   0.52
                                                             ========          ========

Diluted net income per unit                                  $   0.41          $   0.51
                                                             ========          ========
</TABLE>

                 See Notes to Consolidated Financial Statements

                                        2

<PAGE>

                             SUSA Partnership, L.P.
                           Consolidated Balance Sheets
                    (amounts in thousands, except unit data)

<TABLE>
<CAPTION>
                                                                           as of               as of
                                                                  March 31, 2002    December 31, 2001
                                                                  --------------    -----------------
                                                                     (unaudited)
<S>                                                                  <C>                  <C>
Assets
Investments in storage facilities, at cost                           $ 1,780,829          $ 1,772,522
Accumulated depreciation                                                (182,820)            (172,291)
                                                                     -----------          -----------
                                                                       1,598,009            1,600,231

Cash & cash equivalents                                                      397                3,164
Advances and investments in real estate                                  117,208              116,880
Other assets                                                              35,519               36,059
                                                                     -----------          -----------

     Total assets                                                    $ 1,751,133          $ 1,756,334
                                                                     ===========          ===========

Liabilities & partners' capital
Notes payable                                                        $   600,000          $   600,000
Line of credit borrowings                                                168,584              158,900
Mortgage notes payable                                                    63,685               64,351
Other borrowings                                                          23,664               30,923
Accounts payable & accrued expenses                                       28,789               30,067
Distributions payable                                                     20,342               19,997
Rents received in advance                                                 12,175               11,308
Deferred gain from contribution of self-storage facilities                37,175               37,175
Minority interest                                                            522                  521
                                                                     -----------          -----------

     Total liabilities                                                   954,936              953,242
                                                                     -----------          -----------

Limited common partnership units
  2,360,629 and 2,666,388 outstanding
  at redemption value                                                    100,539              112,255

Commitments and contingencies

Partner's capital:
Preferred partnership units
  650,000 outstanding                                                     65,000               65,000

Deferred compensation                                                        (92)                (122)

General common partnership units
 28,650,098 and 28,278,104 outstanding                                   639,035              634,354
Notes receivable - officers                                               (8,285)              (8,395)
                                                                     -----------          -----------

     Total partners' capital                                             695,658              690,837
                                                                     -----------          -----------

     Total liabilities & partners' capital                           $ 1,751,133          $ 1,756,334
                                                                     ===========          ===========
</TABLE>

                 See Notes to Consolidated Financial Statements

                                        3

<PAGE>

                             SUSA Partnership, L.P.
                      Consolidated Statements of Cash Flows
                                   (unaudited)
                             (amounts in thousands)

<TABLE>
<CAPTION>
                                                                        Three months ended   Three months ended
                                                                            March 31, 2002       March 31, 2001
                                                                        ------------------   ------------------
<S>                                                                     <C>                  <C>
Operating activities:
Net income attributable to Common Unitholders                                     $ 12,903             $ 15,718

Adjustments to reconcile net income to net cash provided by operating
activities:
     Depreciation and amortization                                                  10,914                9,974
     Minority interest and preferred unit dividends                                  1,462                1,462
     Changes in assets and liabilities:
          Other assets                                                                (544)               4,343
          Other liabilities                                                           (337)               3,002
                                                                                  --------             --------
Net cash provided by operating activities                                           24,398               34,499
                                                                                  ========             ========

Investing activities:
Acquisition and improvements of storage facilities                                  (2,963)              (7,587)
Development of storage facilities                                                   (5,355)              (7,671)
Advances and investments in real estate                                             (1,345)              (6,961)
Proceeds from liquidation and distributions from advances
  and investments in real estate                                                     1,583                8,282
Issuances of notes receivable                                                            -                  (26)
Payments on notes receivable                                                           142                5,171
                                                                                  --------             --------
Net cash used in investing activities                                               (7,938)              (8,792)
                                                                                  ========             ========

Financing activities:
Net (repayments)/borrowings under line of credit                                     9,684               (6,485)
Mortgage principal payments                                                           (380)                (341)
Other borrowings principal payments/payoffs                                         (7,342)                (100)
Payment of debt issuance costs                                                        (153)                   -
Distributions to general partner                                                   (19,999)             (18,643)
Preferred unit dividends                                                            (1,442)              (1,442)
Limited partner distributions                                                       (1,973)              (2,282)
Distributions to minority interests                                                    (21)                 (22)
Proceeds from issuance of partnership units to GP                                    2,289                  159
Payments on notes receivable - officers                                                110                    9
                                                                                  --------             --------
Net cash used in financing activities                                              (19,227)             (29,147)
                                                                                  ========             ========

Net decrease in cash and equivalents                                                (2,767)              (3,440)
Cash and equivalents, beginning of period                                            3,164                5,045
                                                                                  --------             --------
Cash and equivalents, end of period                                               $    397             $  1,605
                                                                                  ========             ========


Supplemental schedule of non-cash activities:
 Exchange of Partnership units for shares of GP common stock                      $ 10,836             $  2,815
 Exchange of restricted Partnership units for shares of GP
   common stock                                                                         93                    -
                                                                                  --------             --------
</TABLE>

                 See Notes to Consolidated Financial Statements

                                       4

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2002

1.       Unaudited Interim Financial Statements
         --------------------------------------

         References to the "Company" and the "Partnership" refer to SUSA
         Partnership, L.P. References to the "GP" refer to Storage USA, Inc.,
         general partner and holder of approximately 92.4% of the interest
         therein as of March 31, 2002. Interim consolidated financial statements
         of the Company are prepared pursuant to the requirements for reporting
         on Form 10-Q. Accordingly, certain disclosures accompanying annual
         financial statements prepared in accordance with generally accepted
         accounting principles are omitted. In the opinion of management, all
         adjustments, consisting solely of normal recurring adjustments,
         necessary for the fair presentation of consolidated financial
         statements for the interim periods have been included. The current
         period's results of operations are not necessarily indicative of
         results that ultimately may be achieved for the year. The interim
         consolidated financial statements and notes thereto should be read in
         conjunction with the financial statements and notes thereto included in
         the Company's Form 10-K for the year ended December 31, 2001 as filed
         with the Securities and Exchange Commission.

         The preparation of financial statements in accordance with accounting
         principles generally accepted in the United States of America requires
         management to make estimates and assumptions that affect the amount
         reported in the financial statements and accompanying notes. Actual
         results could vary from these estimates.

2.       Organization
         ------------

         The Company was formed by the GP in 1985 to acquire, develop,
         construct, franchise, own and operate self-storage facilities
         throughout the United States. On March 23, 1994, the GP completed an
         initial public offering (the "IPO") of 6,325,000 shares of common stock
         at $21.75 per share. The GP is structured as an umbrella partnership
         real estate investment trust ("UPREIT") in which substantially all of
         the GP's business is conducted through the Partnership. Under this
         structure, the Company is able to acquire self-storage facilities in
         exchange for units of limited partnership interest in the Partnership
         ("Units"), permitting the sellers to at least partially defer taxation
         of capital gains. At March 31, 2002 and December 31, 2001,
         respectively, the Company owned approximately 92.4% and 91.4% of the
         partnership interest in the Partnership.

         In 1996, the Company formed Storage USA Franchise Corp ("Franchise"), a
         Tennessee corporation. From the initial inception of Franchise until
         December 31, 2000, the Partnership owned 100% of its non-voting common
         stock, and accounted for Franchise under the equity method. The
         Partnership included its 97.5% share of the profit or loss of Franchise
         in Service and Other Income as part of income from equity investments,
         and its share of the net assets of Franchise in other assets. On
         January 2, 2001, the Company acquired all of the outstanding voting
         stock of Franchise for total consideration of $203 thousand. The
         transaction was accounted for under the purchase method. The voting
         stock was acquired from the Company's Chief Executive Officer and
         President in a Board approved transaction. Accordingly, commencing in
         2001, the Company consolidates Franchise for accounting purposes. Also
         effective as of January 2, 2001 was the Company's election of Franchise
         as a taxable REIT subsidiary ("TRS") under the REIT provisions of the
         Ticket to Work and Work Incentives Improvement Act of 1999 ("the Act").

         On April 26, 2002, Security Capital Group Incorporated ("Security
         Capital") completed its acquisition of the GP. The acquisition was made
         through transactions in which Security Capital acquired all of the
         assets of the GP, including all of the partnership interests in the
         Partnership owned by the GP, and assumed all of the GP's liabilities,
         after which the GP was merged into the Partnership. Security Capital
         Self Storage, Incorporated, an indirect wholly-owned subisidiary of
         Security Capital, is now the general partner of Partnership. On May 14,
         2002, GE Capital completed its acquisition of Security Capital. See
         Note 10, Subsequent Events, for further details.

                                       5

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)
                                 March 31, 2002

3.   Summary of Significant Accounting Policies
     ------------------------------------------

     Rental and Other Property Income
     Rental and Other Property Income consists of rental income plus other
     income from property specific activities (sale of locks and packaging
     material, truck rentals and ground rents for cellular telephone antenna
     towers and billboards). A summary of these amounts follow:

                                                  Three months    Three months
                                                         ended           ended
                                                March 31, 2002  March 31, 2001
          --------------------------------------------------------------------
          (in thousands)
          Rental Income:                             $  68,071       $  65,904
          Other property specific income:                  975           1,060
                                                 -----------------------------
            Rental and other property income         $  69,046       $  66,964
                                                 =============================

     Service and Other Income
     Service and Other Income consists of revenue derived from providing
     services to third parties and related unconsolidated joint ventures,
     the Company's proportionate share of the net income or loss of equity
     investments and gains from the liquidation of Franchise's equity
     participations. The services provided by the Company include the
     management of self-storage facilities, general contractor, development
     and acquisition services provided to the General Electric Capital
     Corporation ("GE Capital") Development and Acquisition Ventures (the
     "GE Capital Ventures"), and services provided by Franchise. The Company
     is reimbursed a fixed percentage of facility revenues for providing
     management services to third parties and related unconsolidated joint
     ventures. Franchise services income consists of premiums earned on
     tenant insurance offered to the Company's customers by Franchise and
     royalty fees from franchisees. Below is a summary of Service and Other
     Income:

                                                  Three months    Three months
                                                         ended           ended
                                                March 31, 2002  March 31, 2001
          --------------------------------------------------------------------
          (in thousands)
          Management fees                            $     991       $     855
          Acquisition, development and
            general contractor fees                        120             313
          Franchise services income                      1,317             771
          Income/(loss) from equity investments            432            (249)
                                                 -----------------------------
            Total service and other income:          $   2,860       $   1,690
                                                 =============================

     Interest Expense, net
     Interest income and expense are netted together and the breakout of income
     and expense is as follows:

                                                  Three months    Three months
                                                         ended           ended
                                                March 31, 2002  March 31, 2001
          --------------------------------------------------------------------
          (in thousands)

          Interest expense                           $  14,058       $  15,408
          Interest income
                                                        (1,574)         (3,076)
                                                 -----------------------------
            Net interest expense                     $  12,484       $  12,332
                                                 =============================

                                        6

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)
                                 March 31, 2002

     Reclassifications
     Certain previously reported amounts have been reclassified to conform to
     the current financial statement presentation with no impact on previously
     reported net income or shareholders' equity.

4.   Investment in Storage Facilities
     --------------------------------

     Investments in storage facilities consisted of the following at March 31,
     2002 and December 31, 2001:

<TABLE>
<CAPTION>
                                                  March 31, 2002  December 31, 2001
         ---------------------------------------------------------------------------
         (in thousands)
         <S>                                        <C>                  <C>
         Land                                       $    431,330         $  427,939
         Buildings and improvements                    1,275,786          1,251,544
         Tenant improvements                               8,026              7,725
         Furniture, fixtures and equipment                50,062             48,877
         Development in progress, including land          15,625             36,437
                                                  ----------------------------------
         Total                                         1,780,829          1,772,522
         Less: accumulated depreciation                 (182,820)          (172,291)
                                                  ----------------------------------
                                                    $  1,598,009        $ 1,600,231
                                                  ==================================
</TABLE>

     The preceding cost balances include facilities acquired through capital
     leases of $32.6 million at March 31, 2002 and $32.5 million at December 31,
     2001. Also included above are $27.9 million at March 31, 2002 and $26.7
     million at December 31, 2001 of corporate office furniture and fixtures.
     Accumulated depreciation associated with the facilities acquired through
     capital leases was $2.5 million at March 31, 2002 and $2.3 million at
     December 31, 2001. Accumulated depreciation associated with corporate
     furniture and fixtures was $11.2 million at March 31, 2002 and $10.3
     million at December 31, 2001.

     There were no acquisitions of self-storage facilities during the first
     quarter of 2002. The Company did, however, place into service two
     internally developed facilities at a total cost of approximately $23.5
     million.

5.   Advances and Investments in Real Estate
     ---------------------------------------

     Advances and investments in real estate consisted of the following at March
     31, 2002 and December 31, 2002:

                                            March 31, 2002   December 31, 2001
         ----------------------------------------------------------------------
         (in thousands)
         Advances to franchisees:               $   98,205          $   98,552
         Fidelity joint venture:                      (574)               (557)
         GE joint ventures:                         19,988              19,274
         Other joint ventures:                        (411)               (389)
                                            ----------------------------------
         Total advances & investments           $  117,208          $  116,880
                                            ==================================

     Advances

     As of March 31, 2002 and December 31, 2001, $98.2 million and $98.6 million
     respectively of advances had been made by the Company to franchisees of
     Franchise to fund the development and construction of franchised
     self-storage facilities. The loans are collateralized by the properties.
     The Company advances the funds for construction and start-up costs at an
     interest rate based on a spread over the 30 day LIBOR rate, or the prime
     rate.

                                        7

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)
                                 March 31, 2002

         Joint Ventures

         Fidelity Venture
         On June 7, 1999, the Company formed a joint venture with Fidelity
         Management Trust Company (the "Fidelity Venture"). The Company
         contributed 32 self-storage facilities with a fair value of $144.0
         million to the Fidelity Venture in return for a 25% interest and cash
         proceeds of approximately $131.0 million. The Company accounts for its
         investment in the Fidelity Venture under the equity method.

         The Company recognized $317 thousand in equity earnings from the
         Fidelity Venture and $349 thousand in management fees for operating the
         venture's properties in the first quarter of 2002, compared to $328
         thousand and $350 thousand, respectively, in the first quarter of 2001.
         As of March 31, 2002 and December 31, 2001, the Company had recorded
         negative investment balances in the Fidelity Venture of $574 and $557
         thousand, respectively. The following table summarizes certain
         financial information related to the Fidelity Venture:


                                                Three months       Three months
                                                       ended              ended
                                              March 31, 2002     March 31, 2001
             -------------------------------------------------------------------
             (in thousands)
             Income Statement:
             Property revenues                      $  5,818           $  5,828
             Property expenses                         2,010              2,007
             Net Operating Income                      3,808              3,821
             Net income                                1,285              1,313
             Balance Sheet:
             Total assets                           $142,452           $146,456
             Total third party debt                   89,849             91,306

         GE Capital Ventures
         On December 1, 1999, the Company formed two joint ventures with GE
         Capital providing for a total investment capacity of $400 million for
         acquisitions and development of self-storage facilities (the GE Capital
         Ventures"). The Company has a 25% interest in the $160 million
         Development Venture and a 16.7% interest in the $240 million
         Acquisition Venture. All of the properties acquired and developed by
         the ventures are operated by the Company under a management contract.
         In addition to the property management, the Company provides certain
         fee-based services for the ventures, including identifying suitable
         development and acquisition opportunities and general contractor
         services. The Company accounts for these joint ventures under the
         equity method of accounting.

         We transferred nine projects in various stages of development into the
         Development Venture during the first quarter of 2000. These projects
         had a total projected cost of $53.0 million, $26.0 million of which
         represented the Company's total costs as of March 31, 2000. We received
         $19.9 million in cash, and recorded an investment in the venture of
         $6.5 million, representing a 25% interest. As of March 31, 2002, eight
         properties were open and operating and one remained in design and
         construction within the Development Venture. During the first quarter
         of 2002, the Acquisition Venture acquired one property in Rhode Island
         for a cost of approximately $3.8 million, bringing the total number of
         operating properties within the Acquisition Venture to 15 as of March
         31, 2002.

                                        8

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)
                                 March 31, 2002

         The Company has recognized certain fees related to the GE Capital
Ventures as summarized below:

<TABLE>
<CAPTION>
                                                     Three months         Three months
                                                            ended                ended
                                                   March 31, 2002       March 31, 2001
             --------------------------------------------------------------------------
             (in thousands)
             <S>                                   <C>                  <C>
             Acquisition, Development and
               General Contractor fees                    $   120              $   291
             Management fees                                  233                  163
                                                  -------------------------------------
                Total service and other income:           $   353              $   454
                                                  =====================================
</TABLE>

         In the first quarter of 2002, the Company recognized a $151 thousand
         loss in equity earnings from the GE Capital Ventures. Included in this
         equity loss was amortization relating to the difference between the
         Company's cost and the underlying equity in the ventures' net assets.
         During the first quarter of 2001, the Company recognized a $249
         thousand loss in equity earnings from the GE Capital Ventures,
         including the related amortization.

         As of March 31, 2002 and December 31, 2001, the Company had combined
         recorded investments of $20.0 million and $19.3 million, respectively,
         in the GE Capital Ventures. The following tables summarize certain
         financial information related to the GE Capital Ventures for 2002 and
         2001.

<TABLE>
<CAPTION>
                                                    Development Venture            Acquisition Venture
                                               Three months ended March 31,    Three months ended March 31,
                                                      2002             2001          2002              2001
         -----------------------------------------------------------------------------------------------------
         (in thousands, except number of properties)
         <S>                                   <C>                   <C>       <C>                    <C>
         Income Statement:
         Property revenues                          $    806         $    361      $  3,066          $  2,242
         Property expenses                               630              478         1,471             1,106
         Net operating income                            176             (117)        1,595             1,136
         Net income                                     (322)            (667)          509               162
         Balance Sheet (as of March 31):
         Total assets                               $ 49,932         $ 45,040      $ 92,175          $ 74,959
         Total third party debt                       24,780           21,395        33,695            15,143
         Number of Operating Properties:                   8                6            15                13
</TABLE>

         Other Ventures
         The Company has equity interests in several single facility joint
         ventures, several of these interests through its ownership, and
         consolidation, of Franchise. As of March 31, 2002 and December 31,
         2001, the Company had aggregate recorded negative investment balances
         in these other ventures of $411 and $389 thousand, respectively.

                                        9

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)
                                 March 31, 2002

6.   Other Assets
     ------------

<TABLE>
<CAPTION>
                                                                     As of                 As of
                                                            March 31, 2002     December 31, 2001
                                                            ------------------------------------
          <S>                                               <C>                <C>
          (in thousands)
          Deposits                                                $   3,017           $    2,710
          Accounts receivable                                         3,393                3,977
          Mortgages receivable                                          519                  520
          Notes receivable                                            3,812                3,921
          Other receivables                                           8,793                9,505
          Deferred costs of issuances of unsecured notes
          (net of amortization)                                       7,274                7,729
          Other                                                       8,711                7,697
                                                            ------------------------------------
          Total Other Assets                                     $   35,519           $   36,059
                                                            ====================================
</TABLE>

7.   Lines of Credit, Mortgages Payable, and Other Borrowings
     --------------------------------------------------------

     Through March 31, 2002, SUSA Partnership could borrow up to $225 million
     under a line of credit with a group of commercial banks and borrow up to
     $40 million under a line of credit with a commercial bank. Through March
     31, 2002, Franchise could borrow under a $10 million line of credit with a
     commercial bank. Interest rates on all three lines were based on LIBOR. As
     part of its April 26, 2002 acquisition of the GP, Security Capital repaid
     all existing credit lines in full. Funding is now available to the Company
     in the form of two inter-company lines of credit with Security Capital: a
     $50 million revolving line at 140 basis points over LIBOR; and a $5 million
     cash pool line at 120 basis points over LIBOR.

     The following table lists additional information about the lines of credit
     as of March 31, 2002.

<TABLE>
<CAPTION>
                Line of Credit Borrowings                          SUSA
                As of March 31, 2002                        Partnership       Franchise           Total
                ----------------------------------------------------------------------------------------
                (in thousands)
                <S>                                           <C>              <C>            <C>
                Total lines of credit                         $ 265,000        $ 10,000       $ 275,000
                Borrowings outstanding                        $ 160,584        $  8,000       $ 168,584
                Weighted average daily interest
                    rate year-to-date                              3.00%           3.12%           3.01%
</TABLE>

     The Company from time to time assumes mortgages on facilities it acquires.
     Certain mortgages were assumed at above market interest rates. Premiums
     were recorded upon assumption and amortized using the interest method over
     the terms of the related debt. On May 13, 2002, the Company repaid $24.2
     million of the mortgage notes payable. The following table provides
     information about the mortgages:

<TABLE>
<CAPTION>
                        Mortgage Notes Payable
                        as of March 31, 2002                     Face Amount    Maturity Range
                        -----------------------------------------------------------------------
                        (in thousands)
                        <S>                                      <C>            <C>
                        Fixed rate                                 $  54,548         2004-2021
                        Variable rate                                  5,043         2006-2016
                                                              ---------------------------------
                                                                   $  59,591
                        Premiums                                       4,094
                                                              ---------------
                        Mortgage notes payable                     $  63,685
                                                              ===============
</TABLE>

                                       10

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)
                                 March 31, 2002

         The Company has other borrowings used in the financing of property
         acquisitions. The Company entered into a lease agreement on several
         self-storage facilities. The lease is being accounted for as a capital
         lease. As of March 31, 2002, the carry value of the lease obligation
         was approximately $23.7 million.

         The Company also consummated deferred unit agreements totaling $13.0
         million in exchange for interest in self-storage facilities. These
         agreements contained various maturities through 2002, at which time
         Units were to be issued to satisfy the agreements. In February 2002,
         the issuers accepted early payment of the balance of the debt, and
         elected to receive cash instead of Units. The early payment, originally
         due September 2002, totaled $7.2 million.

         During the three months ended March 31, 2002, total interest paid on
         all debt was $10.5 million and total interest capitalized for
         construction costs was $354 thousand.

8.       Income per Unit
         ---------------

         Basic and diluted income per unit is calculated as presented in the
         following table:

<TABLE>
<CAPTION>
                                                                     Three months         Three months
                                                                            ended                ended
                                                                   March 31, 2002       March 31, 2001
                                                                 --------------------------------------
           (in thousands except per unit amounts)
           <S>                                                   <C>                    <C>
           Basic net income per Unit:
              Net income attributable to common unitholders             $  12,903           $   15,718
              Basic weighted average Units outstanding                     30,954               30,442
              -----------------------------------------------------------------------------------------
              Basic net income per Unit                                 $    0.42           $     0.52

           Diluted net income per Unit:
              Net income attributable to common unitholders             $  12,903           $   15,718

              Basic weighted average Units outstanding                     30,954               30,442
              Dilutive effect of GP stock options                             568                  214
                                                                 --------------------------------------
              Diluted weighted average Units outstanding                   31,522               30,656
              -----------------------------------------------------------------------------------------
              Diluted net income per Unit                               $    0.41           $     0.51
</TABLE>

9.       Commitments
         -----------

         As of March 31, 2002, the Company is committed to advance an additional
         $1.1 million to franchisees of Franchise for the construction of
         self-storage facilities. These advances are collateralized by the
         facility. The Company is a limited guarantor on $6.4 of loan
         commitments made by third party lenders to franchisees of Franchise, of
         which $368 thousand was outstanding as of March 31, 2002.

10.      Subsequent Events
         -----------------

         As stated in Note 2, Organization, on April 26, 2002, Security Capital
         completed its acquisition of the GP. The acquisition was made through
         transactions in which Security Capital acquired all of the assets of
         the GP, including all of the partnership interests owned by the GP in
         the Partnership, and assumed all of the GP's liabilities, after which
         the GP was merged into the Partnership. Completion of the transactions
         followed the approval by holders of a majority of outstanding shares of
         the GP's common stock at a special meeting of shareholders held April
         26, 2002. On May 14, 2002, GE Capital completed its acquisition of
         Security Capital. In connection with this closing, GE Capital purchased
         from the holder all preferred partnership units outstanding. The
         general partner of the Partnership is now Security Capital Self
         Storage Incorporated, a Delaware Corporation, an indirect wholly
         owned subsidiary of Security Capital which is, in turn, an indirect
         wholly owned subsidiary of General Electric Capital Corporation.
         Additional discussion of the transactions can be found in Note 13,
         Activities of the Special Committee of the Board of Directors.

                                       11

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)
                                 March 31, 2002

11.      Recent Accounting Developments
         ------------------------------

         The FASB has recently issued Statements of Financial Accounting
         Standards No. 141, "Business Combinations", and No. 142, "Goodwill and
         Other Intangible Assets". Both of these statements have been adopted by
         the Company, commencing January 1, 2002. Due to the limited amount of
         goodwill and other intangibles that have been previously recorded by
         the Company, the adoption of these statements does not have a material
         impact on the Company's financial position or results of operations.

         The FASB issued Statements of Financial Accounting No. 144, "Accounting
         for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"). SFAS
         144 addresses financial accounting and reporting for the impairment or
         disposal of long-lived assets and will be effective for fiscal year
         2002. Under this statement, the Company will be required to account for
         the sale of self-storage facilities as discontinued operations, and not
         as part of ongoing operations. The initial adoption of both of these
         statements is not expected to have a material impact on the Company's
         financial position or results of operations.

12.      Legal Proceedings
         -----------------

         Grunewald v. Storage USA, Inc. On July 22, 1999, a purported statewide
         class action was filed against the GP and Partnership in the Circuit
         Court of Montgomery County, Maryland, under the style Ralph Grunewald
         v. Storage USA, Inc. and SUSA Partnership, L.P., case no. 201546V,
         seeking recovery of certain late fees paid by tenants and an injunction
         against further assessment of similar fees. The Company filed a
         responsive pleading on September 17, 1999, setting out its answer and
         affirmative defenses. The Company believes that it has defenses to the
         claims in the suit and intends to vigorously defend it. The Plaintiff
         filed a Motion for Partial Summary Judgment and a Motion for Class
         Certification, but before the GP was required to respond to these
         motions, the case was stayed until 30 days after the conclusion of
         appellate proceedings in an unrelated case, not involving the Company,
         challenging the constitutionality of a new statute passed by the
         Maryland legislature relating to late fees. While an estimate of the
         possible loss or range of losses cannot be currently made, we do not
         believe this case will have any material adverse effect upon the
         Company's financial position. However, if, during any period, the
         potential contingency should become probable, the results of operations
         in such period could be materially affected.

         While the ultimate resolution of the case discussed above will not have
         a material adverse effect on the Company's financial position, if
         during any period the potential contingency should become probable and
         quantifiable, the results of operations in such period could be
         materially affected.

         In Re Storage USA, Inc. Shareholder Litigation. Seven putative class
         action lawsuits were filed on or about November 6 and 8, 2001, by
         alleged shareholders of the GP in the Chancery Court of Memphis,
         Tennessee. An additional suit was filed in the Chancery Court of
         Davidson County. On December 14, 2001, a Consent Order was entered
         providing for the consolidation of the Shelby County actions and
         similar actions thereafter filed, the designation of lead plaintiffs'
         counsel and the filing of a Consolidated and Amended Class Action
         Complaint. The Order further provides that upon transfer of the
         Davidson County action to Shelby County, that action will be
         consolidated with those in Shelby County.

         On December 17, 2001, lead plaintiffs' counsel filed a putative
         Consolidated and Amended Class Action Complaint in the Chancery Court
         of Shelby County. The defendants named in that complaint are the GP,
         each of the Directors of the GP, Security Capital, Storage USA Trust
         and the Partnership. The complaint alleges, among other things, that
         the individual defendants have breached their fiduciary duties to
         shareholders by structuring the purchase and sale agreement so as to
         deprive themselves of the ability to consider certain possible
         competing proposals and by delegating to Security Capital the authority
         to set the parameters for acceptance or rejection of any offer of
         superior value for the GP, thereby depriving plaintiffs of the true
         value of their investment in the GP. The complaint also alleges that
         Security Capital breached fiduciary duties to other shareholders of
         Storage USA and failed to treat those shareholders with entire
         fairness. On December 19, 2001, plaintiffs filed a Motion for
         Preliminary Injunction seeking, among other

                                       12

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)
                                 March 31, 2002

         things, to enjoin the proposed transactions between Security Capital
         and the GP, or in the alternative, to declare certain sections of the
         purchase and sale agreement between Security Capital and the GP invalid
         and void, and if the transactions are consummated, to rescind them and
         recover rescissionary and other damages suffered by the plaintiffs as a
         result of the transactions.

         Following negotiations subsequent to the announcement of the
         transactions, on January 17, 2002, the parties to the litigation
         entered into a memorandum of understanding setting forth an agreement
         in principle with respect to the settlement of the purported class
         actions. As part of the settlement, Security Capital agreed to increase
         the consideration to be paid in the transactions to the GP's
         shareholders from $42.00 to $42.50 per share.

         In the memorandum of understanding the parties to the litigation agreed
         to use their best efforts to execute as soon as practicable final
         settlement documentation as may be required in order to obtain final
         court approval of the settlement, the dismissal of the actions and the
         release of all claims against the defendants, in accordance with the
         terms of the memorandum of understanding. In addition to court
         approval, consummation of the settlement is subject to the completion
         by the plaintiffs of confirmatory discovery reasonably satisfactory to
         plaintiffs' counsel and to consummation of the transactions.

         The increase from $42.00 to $42.50 in the cash consideration payable to
         the GP's shareholders and limited partners of the Partnership was
         negotiated at arm's length in a series of discussions between
         representatives of plaintiffs' counsel and counsel for Security
         Capital, in which a financial expert retained by plaintiffs' counsel
         and representatives of Security Capital's financial advisor also
         participated.

         In connection with the settlement, the parties to the purchase and sale
         agreement entered into the letter agreement amending the purchase and
         sale agreement to provide that all references in the purchase and sale
         agreement to $42.00 will for all purposes be deemed references to
         $42.50. The GP's shareholders received the increased consideration when
         the transaction was consummated on April 26, 2002.

         In the event that the court approves the proposed settlement in
         accordance with its terms, members of the class defined in the
         settlement will be deemed to have released all claims they had or may
         have had with respect to the transactions and related matters as
         reflected in the settlement agreement and proposed final judgment, and
         will accordingly be barred from asserting any such claims in judicial
         proceedings. Members of the class defined in the settlement consist of
         public shareholders of the GP (other than Security Capital and its
         affiliates) at any time during the period from September 10, 2001 (the
         date on which the GP announced that it had modified its standstill
         arrangement with Security Capital to permit Security Capital to engage
         in discussions with the special committee concerning Security Capital's
         intentions relating to its investment in the GP) through and including
         the date of completion of the transactions.

         In connection with the litigation, each of our directors and executive
         officers who are parties to indemnification agreements with the GP have
         submitted claims to us for reimbursement of indemnifiable expenses
         under such indemnification agreements.

         Winnerman et. al. v. Storage USA, Inc. On March 12, 2002, a group of
         limited partners of the Partnership owning in the aggregate 463,732
         limited partnership units filed suit in the Chancery Court of Tennessee
         for the Thirtieth Judicial District at Memphis against the GP, the
         Partnership and Security Capital. The plaintiffs purport to bring the
         action individually on their own behalf and as a class action on behalf
         of all limited partners of the Partnership and on behalf of a subclass
         of those limited partners who are parties to tax deferral agreements
         with the Partnership. The plaintiffs seek to enjoin the transactions on
         the grounds that the transactions are in violation of the existing
         partnership agreement of the Partnership, of the Tennessee Revised
         Uniform Limited Partnership Act and of the tax deferral agreements. The
         plaintiffs allege in the complaint that they seek to prevent the
         plaintiffs and other limited partners of the Partnership from being
         cashed out from the Partnership without a vote and without appraisal
         rights and at an unfair price and from

                                       13

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)
                                 March 31, 2002

         being coerced to give up their existing contractual rights under the
         existing partnership agreement and the tax deferral agreements. The
         complaint purports to state causes of action against all of the
         defendants for alleged breach of fiduciary duty on the grounds that the
         vote of the minority limited partners is not being sought for the
         transactions, the limited partners are not being offered appraisal
         rights in the Transactions and the special committee did not contain
         any limited partners or representatives of the limited partners. The
         complaint further purports to state causes of action against all
         defendants for violation of the Tennessee Revised Uniform Limited
         Partnership Act by asserting that the GP's ownership of both general
         and limited partnership interests amounts to a conflict of interest and
         that therefore the limited partners, other than the GP, should be
         offered the opportunity to vote on the transactions. The complaint
         purports to state an additional cause of action against both the GP and
         the Partnership for breach of the existing partnership agreement
         because the minority limited partners are not being afforded the right
         to vote on the transactions or the proposed amendment and restatement
         of the Partnership's partnership agreement. The plaintiffs further
         assert that the consummation of the transactions will trigger adverse
         tax consequences for them contrary to the provisions of their tax
         deferral agreements. The complaint alleges that Security Capital was
         aware of the contractual relationships between the plaintiffs and the
         GP and the Partnership under the tax deferral agreements and that
         Security Capital caused and aided and abetted the breaches of, and
         interfered with, these contractual relationships. The relief sought in
         the complaint includes preliminarily and permanently enjoining the
         transactions, rescinding and setting aside the proposed transactions in
         the event they are consummated, ordering the appointment of a special
         committee comprised of limited partners and the plaintiff class
         representatives and their attorneys to insure fair protection and
         adequate procedural safeguards in connection with any transaction for
         the buyout of the limited partners' units of the Partnership,
         specifically enforcing the existing partnership agreement and the tax
         deferral agreements, and awarding compensatory damages, prejudgment
         interest, and attorneys' and experts' fees and expenses. On April 18,
         2002, the parties to the Winnerman litigation entered into a memorandum
         of understanding with respect to the settlement of this case.  As part
         of the settlement, defendants agreed to amend (regardless of whether
         the proposed settlement is ultimately approved by the court) the form
         of Restated Partnership Agreement to provide, among other things, that
         for a period of three years after the Merger, the general partner will
         consider, in good faith, proposals made by one or more limited partners
         to redeem limited partnership units with property designated by such
         limited partner or partners, subject to certain conditions.   If the
         settlement is approved by the court after notice and hearing, the
         claims that were or could have been brought in Winnerman will
         effectively be barred.

         Bender et al. v. SUSA Partnership, L.P. The GP, the Partnership and
         Security Capital have been named as defendants in a lawsuit captioned
         Bender et al. v. SUSA Partnership, L.P., et al., No. CH-02-0843-2,
         filed on May 2, 2002 in the Chancery Court for the Thirtieth Judicial
         District at Memphis, State of Tennessee. The plaintiffs, who purport to
         be "joint venturers" with the Partnership and limited partners of the
         Partnership, allege a variety of claims against the defendants arising
         out of the acquisition by Security Capital of all of the assets of the
         GP, including all of the interests owned by the GP in the Partnership,
         and the subsequent merger of the GP into the Partnership (the
         "Transaction"). In connection with the Transaction, which was completed
         on April 26, 2002, eligible limited partners of the Partnership were
         given the opportunity to elect to remain as limited partners of the
         Partnership, after completion of the Transaction, instead of being
         cashed out. Among other things, the complaint alleges that the
         Transaction violates a June 22, 1996 Agreement between the Partnership
         and one of the plaintiffs, the Second Amended and Restated Agreement of
         Limited Partnership of the Partnership (which agreement was amended and
         restated in connection with the Transaction as the Third Amended and
         Restated Agreement of Limited Partnership of the Partnership), and
         certain agreements referred to as "Assignment of Rights" agreements to
         which the Partnership and one of the plaintiffs are allegedly parties.
         The complaint asserts claims based on theories of breach of contract,
         breach of fiduciary duty and violation of the Tennessee Revised Uniform
         Limited Partnership Act. The complaint also alleges that certain of the
         claims asserted by plaintiffs are subject to arbitration, and the
         plaintiffs have concurrently filed a demand for arbitration on the
         defendants under the rules of the American Arbitration Association. The
         complaint in Bender seeks, as relief, preliminary and permanent
         injunctive relief restraining the defendants from requiring the
         plaintiffs from having to make an election to remain as limited
         partners of the Partnership in connection with the Transaction; an
         order enjoining consummation of the Transaction; damages in an
         unspecified amount; and statutory treble damages in an unspecified
         amount. Plaintiffs have obtained a temporary restraining order
         prohibiting defendants, for the duration of the order, which is
         currently scheduled to expire on May 30, 2002, from, among other
         things, requiring plaintiffs to make the election with respect to their
         interests, and preventing defendants from foreclosing on loans to
         defendants.


                                       14

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)
                                 March 31, 2002

         The Company and Security Capital believe that the allegations of the
         complaint are without merit.

13.      Activities of the Special Committee of the Board of Directors
         -------------------------------------------------------------

         On September 10, 2001, the GP announced that its Board of Directors had
         unanimously approved the formation of a Special Committee of five
         independent directors, to explore the intentions of Security Capital
         with respect to its equity ownership in the GP, given Security
         Capital's prior public announcements. Security Capital had previously
         announced its plan to reposition or sell its investment in several of
         its portfolio companies and focus its attention on certain key
         businesses where it owns, or plans to own, all of the equity securities
         in those businesses.

         On December 5, 2001, the GP and the Partnership entered into a
         definitive purchase and sale agreement with Security Capital, providing
         for a transaction in which all of the holders of the GP's common stock
         would be entitled to receive $42.00 in cash per share in exchange for
         the cancellation of their shares. Holders of limited partnership
         interests in the Partnership would also be entitled to receive $42.00
         per limited partnership unit in cash, unless they elected, under the
         conditions and limitations relating to such an election as provided in
         the purchase and sale agreement, to continue as limited partners in the
         surviving partnership. Directors of the GP unaffiliated with Security
         Capital unanimously approved the purchase and sale transaction, and the
         transactions contemplated thereby, upon unanimous recommendation and
         approval by the Special Committee.

         On December 14, 2001, Security Capital announced a definitive agreement
         for its acquisition by GE Capital Real Estate. On April 16, 2002,
         Security Capital announced that a special meeting of its shareholders
         would be held on May 14, 2002 to vote on the proposal to approve and
         adopt the agreement and plan of merger.

         On January 17, 2002, the GP announced that the members of its Board of
         Directors unaffiliated with Security Capital unanimously approved the
         increase from $42.00 to $42.50 in the per share and per unit
         consideration payable to GP shareholders and limited partners of the
         Partnership, respectively, agreed to by Security Capital in connection
         with the settlement of class action litigation, relating to the initial
         purchase and sale agreement.

         As discussed in Note 12, Legal Proceedings, on March 12, 2002, a group
         of limited partners of the Partnership filed suit against the GP, the
         Partnership and Security Capital. They were seeking to enjoin the
         transactions on the grounds that the transactions were in violation of
         the existing partnership agreement of the Partnership, of the Tennessee
         Revised Uniform Limited Partnership Act and of the tax deferral
         agreements. This lawsuit was settled on April 19, 2002, subject to
         court approval. As a condition to the settlement, Security Capital, the
         GP and the Partnership agreed to certain changes to the agreement of
         limited partnership to govern the Partnership following consummation of
         the acquisition.

         On April 26, 2002, Security Capital completed its acquisition of the
         GP. The acquisition was made through transactions in which Security
         Capital acquired all of the assets of the GP, including all of the
         partnership interests owned by the GP in the Partnership, and assumed
         all of the GP's liabilities, after which the GP was merged into the
         Partnership. Completion of the transactions followed the approval by
         holders of a majority of outstanding shares of the GP's common stock at
         a special meeting of shareholders held April 26, 2002. In the merger,
         each share of the GP's common stock issued and outstanding immediately
         prior to the effective time of the merger was converted into the right
         to receive $42.70 in cash, which included consideration of $42.50 per
         share plus $0.20 per share in lieu of a dividend for the portion of the
         second quarter through April 26, 2002. As part of the transactions,
         holders of limited partnership units in the Partnership, other than the
         general partner, also became entitled to receive the same consideration
         payable to the GP's shareholders, or $42.70 cash per unit, unless they
         were eligible and elected to remain as limited partners in the
         Partnership.

         On May 14, 2002, GE Capital completed its acquisition of Security
         Capital.

                                       15

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)
                                 March 31, 2002

         The general partner of the Partnership is now Security Capital Self
         Storage Incororated, a Delaware Corporation, an indirect wholly
         owned subsidiary of Security Capital which is, in turn, an indirect
         wholly owned subsidiary of General Electric Capital Corporation.

         Expenses related to the activities of the Special Committee, including
         legal and accounting fees, investment banking services and other
         charges, totaled $2.0 million for the first quarter of 2002.

                                       16

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
                                  OF OPERATIONS

The following discussion and analysis of the consolidated financial condition
and results of operations should be read together with the Consolidated
Financial Statements and Notes thereto. References to "we," "our" or "the
Company" refer to SUSA Partnership, L.P. (the "Partnership"). References to the
GP refer to Storage USA, Inc., general partner and holder of approximately 92.4%
of the interest in the Partnership as of March 31, 2002.

The following are definitions of terms used throughout this discussion that will
be helpful in understanding our business.

..    Physical Occupancy means the total net rentable square feet rented as of
     the date (or period if indicated) divided by the total net rentable square
     feet available.

..    Scheduled Rent Per Square Foot means the average market rate per square
     foot of rentable space.

..    Net Rental Income means income from self-storage rentals less discounts.

..    Realized Rent Per Square Foot means the annualized result of dividing
     rental income, less discounts by total square feet rented.

..    Direct Property Operating Cost means the costs incurred in the operation of
     a facility, such as utilities, real estate taxes, and on-site personnel.
     Costs incurred in the management of all facilities, such as accounting
     personnel and management level operations personnel are excluded.

..    Net Operating Income ("NOI") means total property revenues less Direct
     Property Operating Costs.

..    Annual Capitalization Rate ("Cap Rate")/ Yield means NOI of a facility
     divided by the total capitalized costs of the facility.

..    Funds from Operations ("FFO") means net income, computed in accordance with
     generally accepted accounting principles ("GAAP"), excluding gains (losses)
     from debt restructuring and sales of property, plus depreciation and
     amortization of revenue-producing property, and after adjustments for
     unconsolidated partnerships and joint ventures.

..    Same-Store Facilities include all facilities that we owned for the entire
     period of both comparison periods. Development properties and expansions
     are removed from these groups to avoid skewing the results.

Overview

As of March 31, 2002, we owned, managed and franchised 559 facilities containing
38.2 million square feet in 33 states and the District of Columbia.

In December of 2001, the Partnership and the GP entered into a definitive
purchase and sale agreement with Security Capital Group Incorporated ("Security
Capital"), which, as amended, provided for a series of transactions in which all
of the holders of the GP's common stock would be entitled to receive $42.50 per
share in cash in exchange for the cancellation of their shares, and all holders
of limited partnership interests in the Partnership would be entitled to
receive, at their option, $42.50 per limited partnership unit. Unitholders were
permitted to elect, under the conditions and limitations relating to such an
election as provided in the purchase and sale agreement, to continue as limited
partners in the surviving partnership. Consummation of the transactions
contemplated by the purchase and sale agreement was subject shareholder
approval.

On April 26, 2002, Security Capital Group Incorporated ("Security Capital")
completed its acquisition of the GP. The acquisition was made through
transactions in which Security Capital acquired all of the assets of the GP,
including all of the partnership interests owned by the GP in the Partnership,
and assumed all of the GP's liabilities, after which the GP was merged into the
Partnership. Completion of the transactions followed the approval by holders of
a majority of outstanding shares of the GP's common stock at a special meeting
of shareholders held April 26, 2002.

Internal Growth

The following table compares Same-Store Facilities (369 properties owned since
January 1, 2001) for the first quarter of 2002 and 2001. Newly developed and
expanded facilities are removed from the same-store pool to avoid skewing the
results.

                                       17

<PAGE>

<TABLE>
<CAPTION>
                                                     Quarter Ended      Quarter Ended
           Same-Store Results                       March 31, 2002     March 31, 2001        Growth %
           -------------------------------------------------------------------------------------------
           (amounts in thousands except occupancy and per square foot figures)
           <S>                                      <C>                <C>                  <C>
           Revenues                                        $61,938            $60,693            2.1%

           Expenses
           Personnel - salaries                              4,639              4,395            5.6%
           Repairs and maintenance                           1,222              1,496          (18.3%)
           Utilities and trash                               1,808              2,002           (9.7%)
           Insurance                                           623                445           40.0%
           Taxes                                             4,970              4,744            4.8%
           All other                                         5,558              5,229            6.3%
                                                     -------------------------------------------------
           Total Expenses                                   18,820             18,311            2.8%
                                                     -------------------------------------------------

           Net Operating Income                            $43,118            $42,382            1.7%
                                                     -------------------------------------------------

           Physical Occupancy                                 81.1%              82.5%          (1.4%)
           Scheduled Rent per Square Foot                  $ 12.83            $ 12.45            3.1%
           Realized Rent per Square Foot                   $ 11.75            $ 11.28            4.2%
</TABLE>

..    Our Same-Store Facilities achieved 1.7% NOI growth in the first quarter of
     2002 as compared to the first quarter of 2001. The growth resulted from
     revenue increases of 2.1%, offset by expense growth of 2.8%.

..    The revenue increase of 2.1% for the first quarter of 2002, as compared to
     the first quarter of 2001, is primarily due to our ability to optimize
     rental income by raising rates while limiting the downward pressure on
     occupancy. Rates were increased approximately 3.1%, as evidenced by our
     increase in scheduled rent per square foot from $12.45 to $12.83 from the
     first quarter of 2001 to the same period in 2002. We realized all of this
     increase, as realized rent per square foot jumped from $11.28 in the first
     quarter of 2001 to $11.75 in the first quarter of 2002, a 4.2% increase,
     also indicating that additional discounts were not necessary to enact the
     increases. Physical occupancy did decrease, dropping from 82.5% in the
     first quarter of 2001 to 81.1% in 2002. We are anticipating this trend
     continuing throughout much of 2002, as general demand continues to be
     negatively impacted by the national economic downturn.

..    Our operating expenses grew 2.8% from the first quarter of 2001 to the same
     period in 2002 due to a number of factors. There was a 5.6% increase in
     salaries, as annual pay increases approximated 5% while personnel turnover
     slowed. The cost of property, liability and other insurance increased 40%
     due to premium increases effective in July 2001. Taxes increased 4.8% due
     to property reassessments in a number of our markets. The growth in these
     expenses was partially offset by reductions in repairs and maintenance,
     18.3%, and utilities, 9.7%. Mild winter weather in the first quarter of
     2002 resulted in decreased snow removal and utility costs, triggering these
     positive variances. Utility rates also decreased in a number of markets. We
     anticipate expense growth moderating to the 4-5% range during the remainder
     of 2002.

The following table lists changes in the 10 largest same-store markets on a rent
per square foot basis and occupied square foot basis and the resulting change in
net rental income for the first quarter 2002 over the first quarter 2001. The
largest 10 markets in total represent 67.3% of the same-store NOI.

                                       18

<PAGE>

<TABLE>
<CAPTION>
                                                                         --------------------------------------
                                                                           Quarter Ended March 31, 2002 vs.
                                                                             Quarter Ended March 31, 2001
                                                                         --------------------------------------
                                                                     %             %           %             %
                                                  Number      of Total     Change in   Change in     Change in
                                                      of    Same-Store    Net Rental    Realized      Occupied
Market                                        Facilities           NOI    Income (1)    RPSF (2)       Sq. Ft.
---------------------------------------------------------------------------------------------------------------
<S>                                          <C>            <C>           <C>          <C>           <C>
Los Angeles-Riverside-Orange County, CA               46         17.7%          4.8%        8.2%        (2.8%)
New York-N. New Jersey-Long Island, NY                28         15.6%          0.3%        5.4%        (4.4%)
Washington-Baltimore, DC-MD-VA-WV                     24          9.9%          0.6%        3.4%        (2.3%)
Miami-Fort Lauderdale, FL                             16          6.4%          5.0%        4.0%         0.9%
Dallas-Forth Worth, TX                                13          3.4%          0.2%        1.7%        (1.3%)
Philadelphia-Wilm-Atlantic City, PA-NJ                13          3.0%          2.9%        6.4%        (2.5%)
San Francisco-Oakland-San Jose, CA                     9          2.9%        ( 4.9%)       3.2%        (6.6%)
Phoenix,-Mesa, AZ                                     15          2.9%          2.4%        0.3%         1.7%
Memphis, TN-AR-MS                                     23          2.8%          2.2%        1.0%         0.9%
Detroit, Ann Arbor-Flint, MI                          11          2.7%          0.4%        5.9%        (4.6%)
</TABLE>

(1) The percentage change in Realized Rent per Square Foot plus the percent
    change in occupied square feet approximates the percentage change in net
    rental income.

(2) Rent Per Square Foot.

External Growth

Our external growth strategy continues to focus on a combination of wholly owned
and joint venture activity to facilitate the acquisition of existing facilities
and the development of new properties.

Wholly Owned

Within the Partnership, there were no acquisitions of self-storage facilities
during the first quarter of 2002. Two newly developed facilities, however, were
opened within the Partnership during the quarter, producing a total of 202
thousand rentable square feet at a total cost of approximately $23.7 million. We
also completed the expansion of two existing self-storage facilities at a cost
of approximately $1.9 million, adding an additional 29 thousand square feet. We
plan to continue the development of nine new facilities within the Partnership.
The following chart summarizes the details of these nine projects as well as our
expansion projects under construction or in construction planning as of March
31, 2002:

<TABLE>
<CAPTION>
                                                    # of       Square       Expected     Investment      Remaining
                                              Properties         Feet     Investment        to Date     Investment
------------------------------------------------------------------------------------------------------------------
(amounts in thousands except for number of facilities)
<S>                                           <C>              <C>        <C>            <C>            <C>
Total development in process                           9          730       $ 53,203        $ 4,553       $ 48,650
Total expansions in process                           10          328         21,178          9,259         11,919
                                            ----------------------------------------------------------------------
  Total developments and expansions                   19        1,058       $ 74,381       $ 13,812       $ 60,569
                                            ======================================================================
</TABLE>

Off-Balance Sheet Ventures

As of March 31, 2002, the GE Capital Development Venture discussed in previous
filings had invested $49.9 million, $9.2 million of which represents our
advances and investments. Eight properties are open and operating and one
property remains in design and construction.

During the first quarter of 2002, the GE Capital Acquisition Venture acquired
one property in Rhode Island for a cost of approximately $3.8 million. There are
also two expansions of existing facilities taking place, with a potential for
107 thousand additional rentable square feet, for a cost of approximately $10.8
million. The GE Acquisition Venture had invested a total of $92.2 million as of
March 31, 2002, $10.8 million of which was funded through our advances and
investments.

                                       19

<PAGE>

Results of Operations

The following table reflects the profit and loss statement for the three months
ended March 31, 2002 and March 31, 2001 based on a percentage of total revenues
and is used in the discussion that follows:

                                                              Three months ended
                                                                   March 31,
                                                                 2002     2001
          ----------------------------------------------------------------------
          Revenue

          Rental and other property income                        96.0%    97.5%
          Service and other income                                 4.0%     2.5%
                                                              -----------------
          Total Income                                           100.0%   100.0%
                                                              -----------------

          Expenses

          Property operations                                     26.0%    26.2%
          Taxes                                                    8.3%     7.6%
          Cost of providing services                               2.4%     2.4%
          General and administrative                               8.0%     6.2%
          Legal and other fees associated with the activities
           of the Special Committee of the Board of Directors      2.8%


Rental and other property income increased $2.1 million, or 3.1% in the quarter
ended March 31, 2002 compared to the same period in 2001. The primary
contributors to the rise in rental and other property income are summarized in
the table below.

          Rental and Other Property Income Growth in 2002 over 2001
          for Comparable Periods Ended March 31
          (in thousands)

          Same-store facilities                                        $  1,242
          Preceding year acquisitions                                       188
          Preceding year developments                                       338
          Current year acquisitions                                           -
          Current year developments                                          29
          Dispositions                                                     (341)
          Other                                                             626
                                                                    -----------
        Total income growth                                            $  2,082
                                                                    ===========

The largest contributor to the first quarter 2002 increase in rental and other
property income was the Same-Store group of properties. This was due to an
increase in realized rent per square foot of 4.2%, from $11.28 to $11.75,
between March 31, 2001 and 2002. This rate increase more than offset the
decrease in physical occupancy, 1.4%, from 82.5% to 81.1%. Rental and other
property income from the two newly developed facilities we opened in the first
quarter of 2002 yielded another $29 thousand in growth. The timing of 2001
acquisitions and the opening of 2001 developments produced corresponding rental
and other property income growth of $188 thousand and $338 thousand. In both
cases, a full quarter's rental and other property income in 2002 is being
compared to no corresponding income, or a partial month's, in 2001. The timing
of 2001 dispositions produced a reduction of $341 thousand. Growth in rental and
other property income also occurred due to occupancy increases at our facilities
currently in lease-up (including expansions and pre-2000 developments), a total
of $626 thousand.

Service and other income increased $1.2 million from the first quarter of 2001
to the same period in 2002. It also increased as a percentage of revenue: from
2.5% in first quarter 2001 to 4.0% in the same period in 2002. Management fees
increased $136 thousand due to an increased number of managed and franchised
facilities paying fees to us. There were 132 such properties as of March 31,
2001, versus 145 as of March 31, 2002. Acquisition, development and general
contractor fees decreased $193 thousand as activity within the GE Acquisition
and Development Ventures

                                       20

<PAGE>

slowed between 2001 and 2002: eight of the nine development properties were
completed and opened in 2001; and only one new property was acquired in 2002
compared to seven in 2001. Franchise services income rose $546 thousand in 2002
compared to 2001 primarily due to the growth and maturation of our tenant
insurance program. Finally, income from equity investments increased $681
thousand as the self-storage facilities held by our investees produced rental
income growth through occupancy gains. Many of these facilities were newly
opened in 2001. Additionally, there was income from two new properties within
the GE Acquisition Venture in 2002.

<TABLE>
<CAPTION>
                                                        Three months      Three months
                                                               ended             ended
                                                      March 31, 2002    March 31, 2001
        -------------------------------------------------------------------------------
        (in thousands)
        <S>                                          <C>                <C>
        Management fees                                    $     991         $     855
        Acquisition, development and
          general contractor fees                                120               313
        Franchise services income                              1,317               771
        Income/(loss) from equity investments                    432              (249)
                                                    -----------------------------------
          Total service and other income:                  $   2,860         $   1,690
                                                    ===================================
</TABLE>

As a percentage of revenues, cost of property operations and maintenance
decreased from the first quarter of 2001 to 2002, 26.2% to 26.0%. The trend for
the cost of property operations as a percentage of revenues is to decrease over
time due to Same-Store Facility revenue growth outpacing expense growth, and
that was generally the case here. Several expense categories proved to be
exceptions, however, with the most notable being insurance. Our renewal of
property and liability coverage in July 2001 yielded a 60% premium increase. We
anticipate a like increase in July 2002, although we are attempting to mitigate
costs by opting for higher deductibles. Health insurance expense grew 20% from
2000 to 2001 due to increased claims and participants. This trend continued in
the first quarter of 2002, as costs rose 17.8% compared to the same period in
2001. Offsetting some of the above expense growth were sharp decreases in
repairs and maintenance and utility expense. This was due to very mild winter
weather in the first quarter of 2002 as compared to 2001, and corresponding
reductions in energy usage as well as snow removal costs.

Tax expense as a percentage of revenues was 8.3% for the first quarter of 2002
compared to 7.6% for the same period 2000. Tax expense as a percentage of
revenues tends to trend down as a result of Same-Store Facility revenue growth
outpacing tax expense growth. This was not the case for the first quarter of
2002 as a number of taxing authorities chose to reassess our properties, while
valuations, hence taxes, increased on developments and expansions placed in
service in 2001.

Costs of providing services increased from $1.6 million in the first quarter of
2001 to $1.7 million in the same period in 2002, but remained constant as a
percentage of revenues at 2.4%. This marginal increase was primarily due to
increases in costs related to the tenant insurance program. The increases in
income from policy sales cited above produced corresponding increases in related
expenses. There was also an increase in management services costs, as the number
of franchisee and joint venture properties increased. These increases were
partially offset by a reduction in the costs of providing services to the GE
Development and Acquisition Ventures. General contractor, acquisition and
development costs decreased as the activity within these ventures slowed from
the first quarter of 2001 to the same period in 2002.

General and administrative expenses ("G&A") as a percentage of revenues
increased from 6.2% in the first quarter of 2001 to 8.0% for the same period of
2002. This was indicative of a G&A expense increase from $4.3 to $5.8 million
between the two periods. As with property operations and maintenance, a sizeable
portion of the G&A growth was caused by increases in health insurance costs. We
experienced increased claims relating to our corporate staff, and additionally
increased our reserve for unreported claims. Additional costs were recorded
related to our acquisitions, development and construction departments, as their
focus shifted from the GE Acquisition and Development Ventures to acquiring and
developing facilities within the Partnership. Corporate bonuses and other
personnel costs also increased from the first quarter of 2001 to the same period
in 2002.

Expenses related to the activities of the Special Committee of the Board of
Directors, including legal and accounting fees, investment banking services and
other charges, totaled $2.0 million for the first three months of 2002. As the
Special Committee was formed in September 2001, there are no corresponding prior
year expenses. Further details regarding the activities of the Special Committee
of the Board of Directors are included in Note 13 to the Consolidated Financial
Statements.

                                       21

<PAGE>

Depreciation and amortization expense increased from $10.0 million in the first
quarter of 2001 to $10.9 million for the same period in 2002. This was due to a
$51.0 million increase in depreciable assets since March 31, 2001.

Interest income and expense are netted together and the breakout of income and
expense is as follows:

<TABLE>
<CAPTION>
                                               Three months       Three months
                                                      ended              ended
                                             March 31, 2002     March 31, 2001
        -----------------------------------------------------------------------
        (in thousands)
        <S>                                  <C>                 <C>
        Interest expense                         $   14,058         $   15,408
        Interest income                              (1,574)            (3,076)
                                            -----------------------------------
          Net interest expense                   $   12,484         $   12,332
                                            ===================================
</TABLE>


Interest expense decreased from $15.4 million in the first quarter of 2001 to
$14.1 million during the same period in 2002. The interest expense increase was
primarily from the sources listed in the table below and was offset by
capitalized interest of $354 thousand in the first quarter of 2002 and $1.1
million in the first quarter of 2001.

<TABLE>
<CAPTION>
                                                         Three months ended March 31,
                                             ------------------------------------------------------
                                                       2002                       2001
                                             ------------------------------------------------------
                                                 Weighted      Wtd Avg       Weighted      Wtd Avg
                                                  Average     Interest        Average     Interest
        Debt                                    Borrowing         Rate      Borrowing         Rate
        -------------------------------------------------------------------------------------------
        (in thousands)
        <S>                                     <C>            <C>         <C>             <C>
        Notes payable                             600,000        7.37%        600,000        7.37%
        Lines of credit                           167,681        3.00%        177,546        7.88%
        Line of credit (Franchise)                  8,000        3.12%         10,000        7.17%
        Mortgages payable                          64,021        7.50%         66,539        7.50%
        Leases & other borrowings                  29,715        7.50%         38,901        7.50%
</TABLE>

Interest income decreased $1.5 million, from $3.1 million in the first quarter
of 2001 to $1.6 million in the same period in 2002. The overall decreases in
advances to franchisees and the decline of interest rates on those loans,
reflecting the change in the prime rate since the first quarter of 2001, were
the primary causes of the reduction in interest income. On March 31, 2001,
advances to franchisees totaled $110.7 million, compared to $98.2 million on
March 31, 2002.

Both minority interest expense and distributions to preferred unitholders
remained constant for the quarters ended March 31, 2002 and 2001. Minority
interest remained unchanged due to similar performance in the underlying
properties, wherein the interests are held, between the first quarters of 2001
and 2002. Distributions to preferred unitholders also remained unchanged as the
number of units and rate remained unchanged between the two periods.

Liquidity and Capital Resources

Cash provided by operating activities was $24.4 million during the three months
ended March 31, 2002 as compared to $34.5 million during the same period in
2001. Significant items affecting the operating cash flows are discussed more
fully in the "Results of Operations" section.

We invested $3.0 million in the quarter ended March 31, 2002 for the acquisition
and improvement of self-storage facilities compared to $7.6 million during the
same period in 2001. $4.6 million of the $7.6 million for 2001 reflects a single
first quarter acquisition, with the remaining $3.0 million representing
improvements. For 2002, the entirety of the $3.0 million investment represents
improvements, as no self-storage facilities were acquired.

In addition to improvements, we invested $5.4 million in the first three months
of 2002 and $7.7 million in the first three months of 2001 for development and
construction of self-storage facilities. There were 9 internally developed
facilities and 19 expansions of existing facilities in process with $13.8
million cumulative invested at March 31, 2002.

                                       22

<PAGE>

The total budget for these facilities is $74.4 million, of which $60.6 million
remains to be invested. We also invested $1.3 million in advances and
investments in real estate during the first three months of 2002, compared to
$7.0 million one year ago. In 2002, we have invested approximately $1.3 million
in the GE Capital Ventures, and provided $71 thousand in financing to
franchisees of Franchise. Proceeds were also received from certain franchisees,
as principal payments on franchisee loans totaled $463 thousand. We also
received $1.1 million in distributions from joint ventures. We have $1.1 million
of loan commitments to franchisees to fund as of March 31, 2002.

In the past, we have acquired facilities in exchange for Units. Sellers taking
Units instead of cash have been able to defer recognizing a taxable gain on the
sale of their facilities until they sell or redeem their Units. At March 31,
2002, there were 2.4 million Units outstanding. Upon the April 26, 2002
transaction with Security Capital, holders of limited partnership units in the
Partnership, other than the GP, became entitled to receive $42.70 cash per unit
($42.50 per share plus $0.20 per share in lieu of a distribution for the portion
of the second quarter through April 26), unless they were eligible and elected
to remain as limited partners in the Partnership. Fair market value of the Units
was $100.5 million at March 31, 2002, based upon a price per Unit of $42.59.

The Partnership has issued $600 million of notes payable. The notes are
unsecured obligations of the Partnership, and may be redeemed at any time at the
option of the Partnership, subject to a premium payment and other terms and
conditions. The combined notes carry a weighted average interest rate of 7.37%
and were issued at a price to yield a weighted average interest rate of 7.42%.
The terms of the notes are staggered between seven and thirty years, maturing
between 2003 and 2027.

We have historically funded our capital requirements through available lines of
credit with the intention of refinancing with long-term capital, in the form of
equity and debt securities, when we determine that market conditions are
favorable. We had net borrowings in the three months ended March 31, 2002 of
$9.7 million. For the same period in 2001, net repayments totaled $6.5 million.
As of March 31, 2002, we had a $225 million unsecured revolving credit line with
a group of commercial banks, bearing interest at a spread of 115 basis points
over LIBOR, based on our debt rating and maturing on September 17, 2004 with a
one-year extension option. We also had a $40 million line of credit with a
commercial bank, bearing interest at a spread of 125 basis points over LIBOR,
and maturing on July 31, 2002. Additionally, as of March 31, 2002, Franchise had
an unsecured line of credit with a commercial bank, bearing interest at 125
basis points over LIBOR, and maturing on December 29, 2002. $168.6 million was
outstanding in the aggregate under these lines as of March 31, 2002. As part of
its April 26, 2002 acquisition of the Company, Security Capital paid all
existing credit lines in full. Funding is now available to us in the form of two
inter-company lines of credit with Security Capital: a $50 million revolving
line at 140 basis points over LIBOR; and a $5 million cash pool line at 120
basis points over LIBOR. Additionally, as of May 13, 2002, the Company repaid
$24.2 million of mortgage notes payable.

The various debt in place within the Fidelity and GE Capital joint ventures is
all non-recourse to the joint venture partners.

We paid approximately $22.0 million in distributions during the first three
months of 2002, $20.0 million to the general partner, $2.0 million to the
limited partners and $21 thousand to minority interests. This compares to a
total $20.9 million in distributions for the same period in 2001, $18.6 million
to the general partner, $2.3 million to the limited partners and $22 thousand to
minority interests. One reason for the increase in distributions is the
corresponding growth in the number of Partnership Units outstanding.
Distributions paid during the first quarter are based upon Partnership Units
outstanding and the distribution declared for the fourth quarter of 2001. As of
December 31, 2001, there were 28.3 million general and 2.7 million limited
Partnership Units outstanding, compared to 27.0 million general and 3.4 million
limited Partnership Units as of December 31, 2000, an increase of approximately
500 thousand Units in the aggregate. Much of the increase in general Partnership
units is due to units issued to the GP for corresponding exercises of stock
options within the GP. Another portion of the increase in GP units, and like
reduction in limited Partnership Units, relates to limited Unitholders redeeming
their Units. We elected to convert these redemptions into shares of the GP's
common stock, and matching Units were issued to the GP. The distribution rate
also increased. Distributions to common unitholders are made at the same rate
used by the GP for common stock dividends, which increased 3% between the two
periods. Preferred unit dividends remained constant at $1.4 million for the
quarters ended March 31, 2002 and 2001, as the number of units and rate remained
unchanged.

We expect to incur approximately $5.3 million for scheduled maintenance and
repairs during 2002 and approximately $2.1 million to conform previously
acquired facilities to our standards, of which a combined $446 thousand has been
incurred to date.

                                       23

<PAGE>

We believe that borrowings under our inter-company line of credit with Security
Capital combined with cash from operations will provide us with necessary
liquidity and capital resources to meet the funding requirements of our
remaining development and expansion pipeline, commitments to provide financing
to franchisees, distribution requirements and scheduled property related capital
expenditures. Additionally, no significant maturities are scheduled under any of
our borrowings until 2003.

Qualitative and Quantitative Disclosure About Market Risk

We are exposed to certain financial market risks, the most predominant being
fluctuations in interest rates on existing variable rate debt and the repricing
of fixed rate debt upon maturity. We monitor interest rate fluctuations as an
integral part of our overall risk management program, which recognizes the
unpredictability of financial markets and seeks to reduce the potentially
adverse effect on our results. The effect of interest rate fluctuations
historically has been small relative to other factors affecting operating
results, such as rental rates and occupancy.

Our operating results are affected by changes in interest rates primarily as a
result of borrowing under our lines of credit. If interest rates increased by 25
basis points, our interest expense for the three months ended March 31,2002
would have increased by approximately $105 thousand, based on average
outstanding balances during that period. That expense increase, however, would
have been partially offset by a corresponding increase of approximately $62
thousand in interest income. Our line of credit borrowings are tied to LIBOR and
our advances to franchisees to the prime rate. Movement in these indices will
not necessarily parallel each other.

Funds from Operations ("FFO")

We believe funds from operations, or "FFO," should be considered in conjunction
with net income and cash flows when evaluating our operating results because it
provides investors an understanding of our ability to incur and service debt and
to make capital expenditures. FFO should not be considered as an alternative to
net income, as a measure of our financial performance or as an alternative to
cash flows from operating activities as a measure of liquidity. FFO does not
represent cash generated from operating activities in accordance with GAAP and
is not necessarily indicative of cash available to fund cash needs. We follow
the current National Association of Real Estate Investment Trust's (NAREIT)
definition of FFO which, effective January 1, 2000, includes non-recurring
results of operations except those defined as "extraordinary items" under GAAP.
Since we have historically not added back non-recurring items to our
calculation, we were not required to restate prior period FFO amounts. In
calculating FFO, we add back to net income any gains or losses recognized on the
sale of self-storage facilities and depreciation and amortization relating only
to revenue-producing property including such depreciation from unconsolidated
entities. Additionally, Franchise, as part of its ongoing business activities,
has received equity interest in many franchisee properties. Accordingly, gains
recognized through the sale of Franchise's equity interests, or through the sale
of the actual properties in which Franchise has an equity interest, are included
in FFO. Investors should be aware that items excluded from or added back to FFO
are significant components in understanding and assessing our financial
performance. In addition, our FFO may not be comparable to similarly titled
measures of other real estate companies that calculate FFO differently. For
example, our FFO may not be comparable to other real estate companies that may
add back total depreciation and amortization.

The following table illustrates the components of our FFO for the three months
ended March 31, 2002 and March 31, 2001:

                                       24

<PAGE>

<TABLE>
<CAPTION>
                                                                Three Months       Three Months
        Funds from Operations Attributable                             Ended              Ended
        to Unitholders:                                       March 31, 2002     March 31, 2001
        ----------------------------------------------------------------------------------------
        (in thousands)
        <S>                                                   <C>                <C>
        Net Income Attributable to Common Unitholders             $   12,903        $    15,718
        Total Depreciation and Amortization                           10,914              9,974
        Depreciation from Unconsolidated Entities                        458                448
        Less Depreciation of Non-Revenue Producing Property             (993)            (1,111)
                                                              ----------------------------------

        FFO attributable to common unitholders                    $   23,282        $    25,029
                                                              ==================================
</TABLE>

During the first quarters of 2002 and 2001, we declared a distribution per unit
of $0.71, corresponding to the GP's first quarter dividend declaration. As a
qualified REIT, the GP is required to distribute a substantial portion of its
net taxable income as dividends to its shareholders. Under the restated
Partnership agreement, the quarterly distributions during the first year after
completion of the Security Capital transaction shall not be less than $.71 per
limited Partnership Unit.

Legal Proceedings

Grunewald v. Storage USA, Inc. On July 22, 1999, a purported statewide class
action was filed against the GP and Partnership in the Circuit Court of
Montgomery County, Maryland, under the style Ralph Grunewald v. Storage USA,
Inc. and SUSA Partnership, L.P., case no. 201546V, seeking recovery of certain
late fees paid by tenants and an injunction against further assessment of
similar fees. The Company filed a responsive pleading on September 17, 1999,
setting out its answer and affirmative defenses. The Company believes that it
has defenses to the claims in the suit and intends to vigorously defend it. The
Plaintiff filed a Motion for Partial Summary Judgment and a Motion for Class
Certification, but before the GP was required to respond to these motions, the
case was stayed until 30 days after the conclusion of appellate proceedings in
an unrelated case, not involving the Company, challenging the constitutionality
of a new statute passed by the Maryland legislature relating to late fees. While
an estimate of the possible loss or range of losses cannot be currently made, we
do not believe this case will have any material adverse effect upon the
Company's financial position. However, if, during any period, the potential
contingency should become probable, the results of operations in such period
could be materially affected.

While the ultimate resolution of the case discussed above will not have a
material adverse effect on the Company's financial position, if during any
period the potential contingency should become probable and quantifiable, the
results of operations in such period could be materially affected.

In Re Storage USA, Inc. Shareholder Litigation. Seven putative class action
lawsuits were filed on or about November 6 and 8, 2001, by alleged shareholders
of the GP in the Chancery Court of Memphis, Tennessee. An additional suit was
filed in the Chancery Court of Davidson County. On December 14, 2001, a Consent
Order was entered providing for the consolidation of the Shelby County actions
and similar actions thereafter filed, the designation of lead plaintiffs'
counsel and the filing of a Consolidated and Amended Class Action Complaint. The
Order further provides that upon transfer of the Davidson County action to
Shelby County, that action will be consolidated with those in Shelby County.

On December 17, 2001, lead plaintiffs' counsel filed a putative Consolidated and
Amended Class Action Complaint in the Chancery Court of Shelby County. The
defendants named in that complaint are the GP, each of the Directors of the GP,
Security Capital, Storage USA Trust and the Partnership. The complaint alleges,
among other things, that the individual defendants have breached their fiduciary
duties to shareholders by structuring the purchase and sale agreement so as to
deprive themselves of the ability to consider certain possible competing
proposals and by delegating to Security Capital the authority to set the
parameters for acceptance or rejection of any offer of superior value for the
GP, thereby depriving plaintiffs of the true value of their investment in the
GP. The complaint also alleges that Security Capital breached fiduciary duties
to other shareholders of Storage USA and failed to treat those shareholders with
entire fairness. On December 19, 2001, plaintiffs filed a Motion for Preliminary
Injunction seeking, among other things, to enjoin the proposed transactions
between Security Capital and the GP, or in the alternative, to declare certain
sections of the purchase and sale agreement between Security Capital and the GP
invalid and void, and if the transactions are consummated, to rescind them and
recover rescissionary and other damages suffered by the plaintiffs as a result
of the transactions.

Following negotiations subsequent to the announcement of the transactions, on
January 17, 2002, the parties to the litigation entered into a memorandum of
understanding setting forth an agreement in principle with respect to the

                                       25

<PAGE>

settlement of the purported class actions. As part of the settlement, Security
Capital agreed to increase the consideration to be paid in the transactions to
the GP's shareholders from $42.00 to $42.50 per share.

In the memorandum of understanding the parties to the litigation agreed to use
their best efforts to execute as soon as practicable final settlement
documentation as may be required in order to obtain final court approval of the
settlement, the dismissal of the actions and the release of all claims against
the defendants, in accordance with the terms of the memorandum of understanding.
In addition to court approval, consummation of the settlement is subject to the
completion by the plaintiffs of confirmatory discovery reasonably satisfactory
to plaintiffs' counsel and to consummation of the transactions.

The increase from $42.00 to $42.50 in the cash consideration payable to the GP's
shareholders and limited partners of the Partnership was negotiated at arm's
length in a series of discussions between representatives of plaintiffs' counsel
and counsel for Security Capital, in which a financial expert retained by
plaintiffs' counsel and representatives of Security Capital's financial advisor
also participated.

In connection with the settlement, the parties to the purchase and sale
agreement entered into the letter agreement amending the purchase and sale
agreement to provide that all references in the purchase and sale agreement to
$42.00 will for all purposes be deemed references to $42.50. The GP's
shareholders received the increased consideration when the transaction was
consummated on April 26, 2002.

In the event that the court approves the proposed settlement in accordance with
its terms, members of the class defined in the settlement will be deemed to have
released all claims they had or may have had with respect to the transactions
and related matters as reflected in the settlement agreement and proposed final
judgment, and will accordingly be barred from asserting any such claims in
judicial proceedings. Members of the class defined in the settlement consist of
public shareholders of the GP (other than Security Capital and its affiliates)
at any time during the period from September 10, 2001 (the date on which the GP
announced that it had modified its standstill arrangement with Security Capital
to permit Security Capital to engage in discussions with the special committee
concerning Security Capital's intentions relating to its investment in the GP)
through and including the date of completion of the transactions.

In connection with the litigation, each of our directors and executive officers
who are parties to indemnification agreements with the GP have submitted claims
to us for reimbursement of indemnifiable expenses under such indemnification
agreements.

Winnerman et. al. v. Storage USA, Inc. On March 12, 2002, a group of limited
partners of the Partnership owning in the aggregate 463,732 limited partnership
units filed suit in the Chancery Court of Tennessee for the Thirtieth Judicial
District at Memphis against the GP, the Partnership and Security Capital. The
plaintiffs purport to bring the action individually on their own behalf and as a
class action on behalf of all limited partners of the Partnership and on behalf
of a subclass of those limited partners who are parties to tax deferral
agreements with the Partnership. The plaintiffs seek to enjoin the transactions
on the grounds that the transactions are in violation of the existing
partnership agreement of the Partnership, of the Tennessee Revised Uniform
Limited Partnership Act and of the tax deferral agreements. The plaintiffs
allege in the complaint that they seek to prevent the plaintiffs and other
limited partners of the Partnership from being cashed out from the Partnership
without a vote and without appraisal rights and at an unfair price and from
being coerced to give up their existing contractual rights under the existing
partnership agreement and the tax deferral agreements. The complaint purports to
state causes of action against all of the defendants for alleged breach of
fiduciary duty on the grounds that the vote of the minority limited partners is
not being sought for the transactions, the limited partners are not being
offered appraisal rights in the transactions and the special committee did not
contain any limited partners or representatives of the limited partners. The
complaint further purports to state causes of action against all defendants for
violation of the Tennessee Revised Uniform Limited Partnership Act by asserting
that the GP's ownership of both general and limited partnership interests
amounts to a conflict of interest and that therefore the limited partners, other
than the GP, should be offered the opportunity to vote on the Transactions. The
complaint purports to state an additional cause of action against both the GP
and the Partnership for breach of the existing partnership agreement because the
minority limited partners are not being afforded the right to vote on the
transactions or the proposed amendment and restatement of the Partnership's
partnership agreement. The plaintiffs further assert that the consummation of
the transactions will trigger adverse tax consequences for them contrary to the
provisions of their tax deferral agreements. The complaint alleges that Security
Capital was aware of the contractual relationships between the plaintiffs and
the GP and the Partnership under the tax deferral agreements and that Security
Capital caused and aided and abetted the breaches of, and interfered with, these
contractual relationships. The relief sought in the complaint includes
preliminarily and permanently enjoining the transactions, rescinding and setting
aside the proposed transactions in the event they are

                                       26

<PAGE>

consummated, ordering the appointment of a special committee comprised of
limited partners and the plaintiff class representatives and their attorneys to
insure fair protection and adequate procedural safeguards in connection with any
transaction for the buyout of the limited partners' units of the Partnership,
specifically enforcing the existing partnership agreement and the tax deferral
agreements, and awarding compensatory damages, prejudgment interest, and
attorneys' and experts' fees and expenses. On April 18, 2002, the parties to the
Winnerman litigation entered into a memorandum of understanding with respect to
the settlement of this case. As part of the settlement, defendants agreed to
amend (regardless of whether the proposed settlement is ultimately approved by
the court) the form of Restated Partnership Agreement to provide, among other
things, that for a period of three years after the Merger, the general partner
will consider, in good faith, proposals made by one or more limited partners to
redeem limited partnership units with property designated by such limited
partner or partners, subject to certain conditions. If the settlement is
approved by the court after notice and hearing, the claims that were or could
have been brought in Winnerman will effectively be barred.

Bender et al. v. SUSA Partnership, L.P. The GP, the Partnership and Security
Capital have been named as defendants in a lawsuit captioned Bender et al. v.
SUSA Partnership, L.P., et al., No. CH-02-0843-2, filed on May 2, 2002 in the
Chancery Court for the Thirtieth Judicial District at Memphis, State of
Tennessee. The plaintiffs, who purport to be "joint venturers" with the
Partnership and limited partners of the Partnership, allege a variety of claims
against the defendants arising out of the acquisition by Security Capital of all
of the assets of the GP, including all of the interests owned by the GP in the
Partnership, and the subsequent merger of the GP into the Partnership (the
"Transaction"). In connection with the Transaction, which was completed on April
26, 2002, eligible limited partners of the Partnership were given the
opportunity to elect to remain as limited partners of the Partnership, after
completion of the Transaction, instead of being cashed out. Among other things,
the complaint alleges that the Transaction violates a June 22, 1996 Agreement
between the Partnership and one of the plaintiffs, the Second Amended and
Restated Agreement of Limited Partnership of the Partnership (which agreement
was amended and restated in connection with the Transaction as the Third Amended
and Restated Agreement of Limited Partnership of the Partnership), and certain
agreements referred to as "Assignment of Rights" agreements to which the
Partnership and one of the plaintiffs are allegedly parties. The complaint
asserts claims based on theories of breach of contract, breach of fiduciary duty
and violation of the Tennessee Revised Uniform Limited Partnership Act. The
complaint also alleges that certain of the claims asserted by plaintiffs are
subject to arbitration, and the plaintiffs have concurrently filed a demand for
arbitration on the defendants under the rules of the American Arbitration
Association. The complaint in Bender seeks, as relief, preliminary and permanent
injunctive relief restraining the defendants from requiring the plaintiffs from
having to make an election to remain as limited partners of the Partnership in
connection with the Transaction; an order enjoining consummation of the
Transaction; damages in an unspecified amount; and statutory treble damages in
an unspecified amount. Plaintiffs have obtained a temporary restraining order
prohibiting defendants, for the duration of the order, which is currently
scheduled to expire on May 30, 2002, from, among other things, requiring
plaintiffs to make the election with respect to their interests, and preventing
defendants from foreclosing on loans to defendants. The Company and Security
Capital believe that the allegations of the complaint are without merit.

Forward Looking Statements and Risk Factors

Certain information included in this Form 10-Q that is not historical fact is
based on our current expectations. This includes statements regarding
anticipated future development and acquisition activity, the impact of
anticipated rental rate increases on our revenue growth, our 2002 anticipated
revenues, expenses and returns, and future capital requirements, among others.
Words such as "believes", "expects", "anticipate", "intends", "plans" and
"estimates" and variations of such words and similar words also identify forward
looking statements. Such statements are forward looking in nature and involve a
number of risks and uncertainties and, accordingly, actual results may differ
materially. The following factors, among others, may affect the Company's future
financial performance and could cause actual results to differ materially from
the forward-looking statements:
..    Changes in the economic conditions in the markets in which we operate, such
     as unexpected increases in supply and competition, unexpected changes in
     financial resources of our customers, or unexpected increases in prevailing
     wage levels or in insurance, taxes or utilities, could negatively impact
     our ability to raise our rents or control our expenses, thus reducing our
     net income.
..    Competition for development or acquisition sites could drive up costs,
     making it unfeasible for us to develop or acquire properties in certain
     markets.
..    New development opportunities could be limited due to an inability to
     obtain zoning and other local approvals.
..    Amounts that we charge for late fees have been and are the subject of
     litigation against us and are, in some states, the subject of governmental
     regulation. Consequently, such amounts could decrease, materially affecting
     the results of operations.
..    The conditions affecting the bank, debt and equity markets could change,
     increasing our cost of capital or reducing its availability on terms
     satisfactory to us either of which could reduce our returns or restrict our
     growth.
..    Costs related to compliance with laws, including environmental laws could
     increase, reducing our net income.


                                       27

<PAGE>

..    General business and economic conditions could change, adversely affecting
     occupancy and rental rates, thereby reducing our revenue.
..    Unfavorable outcome(s) in the pending litigation described in Item 2 of
     this Form 10-Q could ultimately reduce our net income.
..    Changes in tax laws or market conditions could make real estate investment
     less attractive relative to other investment opportunities. Such changes
     would reduce the number of buyers for real estate and adversely affect real
     estate asset values.
..    Construction costs and the timing of a development project may exceed our
     original estimates, resulting in reduced returns on investment and delayed
     realization of returns.
..    The level of on-balance sheet development could exceed current expectations
     resulting in higher than anticipated dilution to our earnings.
..    Our independent public accountant for 2001, Arthur Andersen, has been
     indicted on federal obstruction of justice charges arising from the
     government's investigation of Enron. Arthur Andersen has indicated that it
     intends to contest vigorously the indictment. The SEC has said that it will
     continue accepting financial statements audited by Arthur Andersen so long
     as Arthur Andersen is able to make certain representations to its clients.
     Arthur Andersen has, in the past, made these representations to us. Our
     access to the capital markets and ability to make timely SEC filings could
     be impaired if the SEC ceases accepting prior financial statements audited
     by Arthur Andersen. In such a case, we would promptly seek to engage our
     current independent public accounting firm in auditing any of the relevant
     prior year financial statements previously audited by Arthur Andersen.

We caution you not to place undue reliance on any such forward-looking
statements. We assume no obligation to update any forward-looking statements as
a result of new information, subsequent events or any other circumstances. Such
statements speak only as of the date that they are made.

                                       28

<PAGE>

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

See disclosure in the section entitled "Qualitative and Quantitative Disclosure
About Market Risk" in Management's Discussion and Analysis of Financial
Condition and Results of Operations.

                                       29

<PAGE>
                           Part II- OTHER INFORMATION

Item 1. Legal Proceedings

See disclosure in the section entitled "Legal Proceedings" in Management's
Discussion and Analysis of Financial Condition and Results of Operations on page
22.

Item 2. Changes in Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

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

None

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K.

a.      Exhibit 10.1       $50,000,000 Credit Agreement dated April 25, 2002
                           between SUSA Partnership, L.P. as the Borrower, and
                           SC Realty, Incorporated as the Lender.

        Exhibit 10.2       Letter Agreement Supplementing the Credit Agreement
                           entered into between SC Realty Incorporated (the
                           "Lender") and SUSA Partnership, LP (the "Borrower")
                           dated as of April 25, 2002.

b.      Reports on Form 8-K

        On January 18, 2002, we filed a Current Report on Form 8-K. The filing
        contained information related to our January 17, 2002 press release.

        On January 22, 2002, we filed a Current Report on Form 8-K. The filing
        contained information related to our January 21, 2002 press release.

        On February 1, 2002, we filed a Current Report on Form 8-K. The filing
        contained information related to our January 30, 2002 press release.

        On April 22, 2002, we filed a Current Report on Form 8-K (which was
        amended by Form 8-K/A filed on th same date). The filing contained
        information related to Security Capital's April 19, 2002 press release,
        relating to the settlement of a class action lawsuit brought by limited
        partners of SUSA Partnership against Security Capital, SUSA Partnership
        and Storage USA, Inc.

        On May 14, 2002, we filed a Current Report on Form 8-K. The filing
        contained information relating to our change in independent
        accountants, from Arthur Andersen, LLP to KPMG, LLP for the fiscal
        year ending December 31, 2002.

                                       30

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                        Dated:    May 15, 2002

                                  SUSA Partnership, L.P.
                                  By Security Capital Self Storage Incorporated,
                                  General Partner



                        By:       /s/ Christopher P. Marr
                                  -----------------------
                                  Christopher P. Marr
                                  Chief Financial Officer
                                  (Principal Financial and Accounting
                                     Officer)

                                       31

<PAGE>
                                  EXHIBIT INDEX

Exhibit No.    Description
-----------    -----------

10.1           $50,000,000 Credit Agreement dated April 25, 2002 between SUSA
               Partnership, L.P. as the Borrower, and SC Realty, Incorporated as
               the Lender.

10.2           Letter Agreement Supplementing the Credit Agreement entered into
               between SC Realty Incorporated (the "Lender") and SUSA
               Partnership, LP (the "Borrower") dated as of April 25, 2002.

                                       32