EXR 10-K Annual Report Dec. 31, 2015 | Alphaminr
Extra Space Storage Inc.

EXR 10-K Fiscal year ended Dec. 31, 2015

EXTRA SPACE STORAGE INC.
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10-K 1 d103311d10k.htm FORM 10-K Form 10-K
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015

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: 001-32269

EXTRA SPACE STORAGE INC.

(Exact name of registrant as specified in its charter)

Maryland 20-1076777
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)

2795 East Cottonwood Parkway, Suite 400

Salt Lake City, Utah 84121

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (801) 365-4600

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class

Name of exchange on which registered

Common Stock, $0.01 par value New York Stock Exchange, Inc.

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes x No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes ¨ No x

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment of this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ¨ No x .

The aggregate market value of the common stock held by non-affiliates of the registrant was $7,668,549,404 based upon the closing price on the New York Stock Exchange on June 30, 2015, the last business day of the registrant’s most recently completed second fiscal quarter. This calculation does not reflect a determination that persons whose shares are excluded from the computation are affiliates for any other purpose.

The number of shares outstanding of the registrant’s common stock, $0.01 par value per share, as of February 18, 2016 was 125,054,328.

Documents Incorporated by Reference

Portions of the registrant’s definitive proxy statement to be issued in connection with the registrant’s annual stockholders’ meeting to be held in 2016 are incorporated by reference into Part III of this Annual Report on Form 10-K.


Table of Contents

EXTRA SPACE STORAGE INC.

Table of Contents

PART I

4

Item 1.

Business 4

Item 1A.

Risk Factors 8

Item 1B.

Unresolved Staff Comments 20

Item 2.

Properties 20

Item 3.

Legal Proceedings 25

Item 4.

Mine Safety Disclosures 25

PART II

26

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 26

Item 6.

Selected Financial Data 27

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations 29

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk 48

Item 8.

Financial Statements and Supplementary Data 49

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 120

Item 9A.

Controls and Procedures 120

Item 9B.

Other Information 122

PART III

123

Item 10.

Directors, Executive Officers and Corporate Governance 123

Item 11.

Executive Compensation 123

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 123

Item 13.

Certain Relationships and Related Transactions, and Director Independence 123

Item 14.

Principal Accounting Fees and Services 123

PART IV

124

Item 15.

Exhibits and Financial Statement Schedules 124

SIGNATURES

128

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Statements Regarding Forward-Looking Information

Certain information set forth in this report contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions and other information that is not historical information. In some cases, forward-looking statements can be identified by terminology such as “believes,” “expects,” “estimates,” “may,” “will,” “should,” “anticipates,” or “intends” or the negative of such terms or other comparable terminology, or by discussions of strategy. We may also make additional forward-looking statements from time to time. All such subsequent forward-looking statements, whether written or oral, by us or on our behalf, are also expressly qualified by these cautionary statements.

All forward-looking statements, including without limitation, management’s examination of historical operating trends and estimates of future earnings, are based upon our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them, but there can be no assurance that management’s expectations, beliefs and projections will result or be achieved. All forward-looking statements apply only as of the date made. We undertake no obligation to publicly update or revise forward-looking statements which may be made to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events.

There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in or contemplated by this report. Any forward-looking statements should be considered in light of the risks referenced in “Part I. Item 1A. Risk Factors” below. Such factors include, but are not limited to:

adverse changes in general economic conditions, the real estate industry and in the markets in which we operate;

failure to close pending acquisitions on expected terms, or at all;

the effect of competition from new and existing stores or other storage alternatives, which could cause rents and occupancy rates to decline;

difficulties in our ability to evaluate, finance, complete and integrate acquisitions and developments successfully and to lease up those stores, which could adversely affect our profitability;

potential liability for uninsured losses and environmental contamination;

the impact of the regulatory environment as well as national, state, and local laws and regulations including, without limitation, those governing Real Estate Investment Trusts (“REITs”), tenant reinsurance and other aspects of our business, which could adversely affect our results;

disruptions in credit and financial markets and resulting difficulties in raising capital or obtaining credit at reasonable rates or at all, which could impede our ability to grow;

increased interest rates and operating costs;

the failure to effectively manage our growth and expansion into new markets or to successfully operate acquired properties and operations;

reductions in asset valuations and related impairment charges;

the failure of our joint venture partners to fulfill their obligations to us or their pursuit of actions that are inconsistent with our objectives;

the failure to maintain our REIT status for federal income tax purposes;

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economic uncertainty due to the impact of war or terrorism, which could adversely affect our business plan; and

difficulties in our ability to attract and retain qualified personnel and management members.

The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. These beliefs, assumptions and expectations are subject to risks and uncertainties and can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. You should carefully consider these risks before you make an investment decision with respect to our securities.

We disclaim any duty or obligation to update or revise any forward-looking statements set forth in this Annual Report on Form 10-K to reflect new information, future events or otherwise.

PART I

Item 1. Business

General

Extra Space Storage Inc. (“we,” “our,” “us” or the “Company”) is a fully integrated, self-administered and self-managed real estate investment trust (“REIT”) formed as a Maryland corporation on April 30, 2004, to own, operate, manage, acquire, develop and redevelop professionally managed self-storage properties (“stores”). We closed our initial public offering (“IPO”) on August 17, 2004. Our common stock is traded on the New York Stock Exchange under the symbol “EXR.”

We were formed to continue the business of Extra Space Storage LLC and its subsidiaries, which had engaged in the self-storage business since 1977. These companies were reorganized after the consummation of our IPO and various formation transactions. As of December 31, 2015, we held ownership interests in 999 operating stores. Of these operating stores, 746 are wholly-owned and 253 are owned in joint venture partnerships. An additional 348 operating stores are owned by third parties and operated by us in exchange for a management fee, bringing the total number of operating stores which we own and/or manage to 1,347. These operating stores are located in 36 states, Washington, D.C. and Puerto Rico and contain approximately 101 million square feet of net rentable space in approximately 896,000 units and currently serve a customer base of approximately 800,000 tenants.

We operate in three distinct segments: (1) rental operations; (2) tenant reinsurance; and (3) property management, acquisition and development. Our rental operations activities include rental operations of stores in which we have an ownership interest. Tenant reinsurance activities include the reinsurance of risks relating to the loss of goods stored by tenants in the Company’s stores. Our property management, acquisition and development activities include managing, acquiring, developing and selling stores.

Substantially all of our business is conducted through Extra Space Storage LP (the “Operating Partnership”). Our primary assets are general partner and limited partner interests in the Operating Partnership. This structure is commonly referred to as an umbrella partnership REIT, or UPREIT. We have elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). To the extent we continue to qualify as a REIT we will not be subject to tax, with certain exceptions, on our net taxable income that is distributed to our stockholders.

We file our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports with the Securities and Exchange Commission (the “SEC”). You may obtain

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copies of these documents by visiting the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, by calling the SEC at 1-800-SEC-0330 or by accessing the SEC’s website at www.sec.gov. In addition, as soon as reasonably practicable after such materials are furnished to the SEC, we make copies of these documents available to the public free of charge through our website at www.extraspace.com, or by contacting our Secretary at our principal offices, which are located at 2795 East Cottonwood Parkway, Suite 400, Salt Lake City, Utah 84121, telephone number (801) 365-4600.

Acquisition of SmartStop

On October 1, 2015, we completed the previously announced acquisition of SmartStop Self Storage, Inc. (“SmartStop”), a public non-traded REIT. SmartStop stockholders received $13.75 per share in cash, which represents a total purchase price of approximately $1.4 billion. We paid approximately $1.3 billion and the remaining consideration came from the sale of certain assets by SmartStop immediately prior to the closing. As a result of the acquisition, we acquired 122 stores and assumed the management of 43 stores previously managed by SmartStop.

Management

Members of our executive management team have significant experience in all aspects of the self-storage industry, having acquired and/or developed a significant number of stores since before our IPO. Our executive management team and their years of industry experience are as follows: Spencer F. Kirk, Chief Executive Officer, 18 years; Scott Stubbs, Executive Vice President and Chief Financial Officer, 15 years; Samrat Sondhi, Executive Vice President and Chief Operating Officer, 12 years; Gwyn McNeal, Executive Vice President and Chief Legal Officer, 10 years; James Overturf, Executive Vice President and Chief Marketing Officer, 17 years; Joseph D. Margolis, Executive Vice President and Chief Investment Officer, 10 years; and Kenneth M. Woolley, Executive Chairman, 35 years.

Our executive management team and board of directors have a significant ownership position in the Company with executive officers and directors owning approximately 4,923,970 shares or 3.9% of our outstanding common stock as of February 18, 2016.

Industry & Competition

Stores offer month-to-month storage space rental for personal or business use and are a cost-effective and flexible storage alternative. Tenants rent fully enclosed spaces that can vary in size according to their specific needs and to which they have unlimited, exclusive access. Tenants have responsibility for moving their items into and out of their units. Self-storage unit sizes typically range from 5 feet by 5 feet to 20 feet by 20 feet, with an interior height of 8 feet to 12 feet. Stores generally have on-site managers who supervise and run the day-to-day operations, providing tenants with assistance as needed.

Self-storage provides a convenient way for individuals and businesses to store their possessions due to life changes, or simply because of a need for storage space. The mix of residential tenants using a store is determined by a store’s local demographics and often includes people who are looking to downsize their living space or others who are not yet settled into a permanent residence. Items that residential tenants place in self-storage range from cars, boats and recreational vehicles, to furniture, household items and appliances. Commercial tenants tend to include small business owners who require easy and frequent access to their goods, records, inventory or storage for seasonal goods.

Our research has shown that tenants choose a store based primarily on the convenience of the site to their home or business, making high-density, high-traffic population centers ideal locations for stores. A store’s perceived security and the general professionalism of the site managers and staff are also contributing factors to a

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site’s ability to successfully secure rentals. Although most stores are leased to tenants on a month-to-month basis, tenants tend to continue their leases for extended periods of time.

The self-storage business is subject to seasonal fluctuations. A greater portion of revenues and profits are realized from May through September. Historically, our highest level of occupancy has been at the end of July, while our lowest level of occupancy has been in late February and early March.

Since inception in the early 1970’s, the self-storage industry has experienced significant growth. The self-storage industry has also seen increases in occupancy over the past several years. According to the Self-Storage Almanac (the “Almanac”), in 2008, the national average physical occupancy rate was 80.3% of net rentable square feet, compared to an average physical occupancy rate of 90.2% in 2015.

We have encountered competition when we have sought to acquire stores, especially for brokered portfolios. Aggressive bidding practices have been commonplace between both public and private entities, and this competition will likely continue.

The industry is also characterized by fragmented ownership. According to the Almanac, the top ten self-storage companies in the United States owned approximately 17.4% of the total U.S. stores, and the top 50 self-storage companies owned approximately 21.9% of the total U.S. stores as of December 31, 2015. We believe this fragmentation will contribute to continued consolidation at some level in the future. We also believe that we are well positioned to compete for acquisitions given our historical reputation for closing deals.

We are the second largest self-storage operator in the United States. We are one of five public self-storage REITs along with CubeSmart, National Storage Affiliates, Sovran Self-Storage, Inc. and Public Storage Inc.

Long-Term Growth and Investment Strategies

Our primary business objectives are to maximize cash flow available for distribution to our stockholders and to achieve sustainable long-term growth in cash flow per share in order to maximize long-term stockholder value. We continue to evaluate a range of growth initiatives and opportunities, including the following:

Maximize the performance of our stores through strategic, efficient and proactive management. We pursue revenue-generating and expense-minimizing opportunities in our operations. Our revenue management team seeks to maximize revenue by responding to changing market conditions through our advanced technology system’s ability to provide real-time, interactive rental rate and discount management. Our size allows us greater ability than the majority of our competitors to implement more effective online marketing programs, which we believe will attract more customers to our stores at a lower net cost.

Acquire stores. Our acquisitions team continues to pursue the acquisition of multi-store portfolios and single stores that we believe can provide stockholder value. We have established a reputation as a reliable, ethical buyer, which we believe enhances our ability to negotiate and close acquisitions. In addition, we believe our status as an UPREIT enables flexibility when structuring deals. We continue to bid on available acquisitions and are seeing increasing prices. However, we remain a disciplined buyer and look for acquisitions that will strengthen our portfolio and increase stockholder value.

Expand our management business. Our management business enables us to generate increased revenues through management fees and expand our geographic footprint. We believe this expanded footprint enables us to reduce our operating costs through economies of scale. In addition, we see our management business as a future acquisition pipeline. We pursue strategic relationships with owners whose stores would enhance our portfolio in the event an opportunity arises to acquire such stores.

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Financing of Our Long-Term Growth Strategies

Acquisition and Development Financing

The following table presents information on our lines of credit (the “Credit Lines”) for the periods indicated. All of our Credit Lines are guaranteed by us and secured by mortgages on certain real estate assets (amounts in thousands).

As of December 31, 2015

Line of Credit

Amount
Drawn
Capacity Interest
Rate
Origination
Date
Maturity Basis Rate (1) Notes

Credit Line 1

$ 36,000 $ 180,000 2.1 % 6/4/2010 6/30/2018 LIBOR plus 1.7 % (2 )

Credit Line 2

50,000 2.2 % 11/16/2010 2/13/2017 LIBOR plus 1.8 % (3 )

Credit Line 3

80,000 2.1 % 4/29/2011 11/18/2016 LIBOR plus 1.7 % (3 )

Credit Line 4

50,000 2.1 % 9/29/2014 9/29/2017 LIBOR plus 1.7 % (3 )

$ 36,000 $ 360,000

(1) 30-day USD LIBOR
(2) One two-year extension available
(3) Two one-year extensions available

We expect to maintain a flexible approach in financing new store acquisitions. We plan to finance future acquisitions through a combination of cash, borrowings under the Credit Lines, traditional secured and unsecured mortgage financing, joint ventures and additional debt or equity offerings.

Joint Venture Financing

We own 253 of our stores through joint ventures with third parties, including affiliates of Prudential Financial, Inc. In each joint venture, we generally manage the day-to-day operations of the underlying stores and have the right to participate in major decisions relating to sales of stores or financings by the applicable joint venture. Our joint venture partners typically provide most of the equity capital required for the operation of the respective business. Under the operating agreements for the joint ventures, we maintain the right to receive between 2.0% and 96.7% of the available cash flow from operations after our joint venture partners and the Company have received a predetermined return, and between 17.0% and 96.7% of the available cash flow from capital transactions after our joint venture partners and the Company have received a return of their capital plus such predetermined return. Most joint venture agreements include buy-sell rights, as well as rights of first refusal in connection with the sale of stores by the joint venture.

Disposition of Stores

We will continue to review our portfolio for stores or groups of stores that are underperforming or are not strategically located, and determine whether to dispose of these stores to fund other growth. As of December 31, 2015, we had seven stores that were categorized as held for sale.

Regulation

Generally, stores are subject to various laws, ordinances and regulations, including regulations relating to lien sale rights and procedures. Changes in any of these laws or regulations, as well as changes in laws, such as the Comprehensive Environmental Response and Compensation Liability Act, which increase the potential liability for environmental conditions or circumstances existing or created by tenants or others on stores, or laws affecting development, construction, operation, upkeep, safety and taxation may result in significant

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unanticipated expenditures, loss of stores or other impairments to operations, which would adversely affect our financial position, results of operations or cash flows.

Under the Americans with Disabilities Act of 1990 (the “ADA”), places of public accommodation are required to meet certain federal requirements related to access and use by disabled persons. These requirements became effective in 1992. A number of additional U.S. federal, state and local laws also exist that may require modifications to the stores, or restrict further renovations thereof, with respect to access thereto by disabled persons. Noncompliance with the ADA could result in the imposition of fines or an award of damages to private litigants and also could result in an order to correct any non-complying feature, thereby requiring substantial capital expenditures. To the extent our stores are not in compliance, we are likely to incur additional costs to comply with the ADA.

Insurance activities are subject to state insurance laws and regulations as determined by the particular insurance commissioner for each state in accordance with the McCarran-Ferguson Act, and are subject to the Gramm-Leach-Bliley Act and the privacy regulations promulgated by the Federal Trade Commission pursuant thereto.

Store management activities are often subject to state real estate brokerage laws and regulations as determined by the particular real estate commission for each state.

Changes in any of the laws governing our conduct could have an adverse impact on our ability to conduct our business or could materially affect our financial position, results of operations or cash flows.

Employees

As of February 18, 2016, we had 3,209 employees and believe our relationship with our employees is good. Our employees are not represented by a collective bargaining agreement.

Item 1A. Risk Factors

An investment in our securities involves various risks. All investors should carefully consider the following risk factors in conjunction with the other information contained in this Annual Report before trading in our securities. If any of the events set forth in the following risks actually occur, our business, operating results, prospects and financial condition could be harmed.

Our performance is subject to risks associated with real estate investments. We are a real estate company that derives our income from operation of our stores. There are a number of factors that may adversely affect the income that our stores generate, including the following:

Risks Related to Our Stores and Operations

Adverse economic or other conditions in the markets in which we do business could negatively affect our occupancy levels and rental rates and therefore our operating results.

Our operating results are dependent upon our ability to maximize occupancy levels and rental rates in our stores. Adverse economic or other conditions in the markets in which we operate may lower our occupancy levels and limit our ability to increase rents or require us to offer rental discounts. If our stores fail to generate revenues sufficient to meet our cash requirements, including operating and other expenses, debt service and capital expenditures, our net income, funds from operations (“FFO”), cash flow, financial condition, ability to make cash distributions to stockholders and the trading price of our securities could be adversely affected. The following factors, among others, may adversely affect the operating performance of our stores:

the national economic climate and the local or regional economic climate in the markets in which we operate, which may be adversely impacted by, among other factors, industry slowdowns, relocation of businesses and changing demographics;

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periods of economic slowdown or recession, rising interest rates, or declining demand for self-storage or the public perception that any of these events may occur could result in a general decline in rental rates or an increase in tenant defaults;

a decline of the current economic environment;

local or regional real estate market conditions, such as competing stores, the oversupply of self-storage or a reduction in demand for self-storage in a particular area;

perceptions by prospective users of our stores of the safety, convenience and attractiveness of our stores and the neighborhoods in which they are located;

increased operating costs, including the need for capital improvements, insurance premiums, real estate taxes and utilities;

the impact of environmental protection laws;

changes in tax, real estate and zoning laws; and

earthquakes, hurricanes and other natural disasters, terrorist acts, civil disturbances or acts of war which may result in uninsured or underinsured losses.

If we are unable to promptly re-let our units or if the rates upon such re-letting are significantly lower than expected, our business and results of operations would be adversely affected.

Virtually all of our leases are on a month-to-month basis. Any delay in re-letting units as vacancies arise would reduce our revenues and harm our operating results. In addition, lower than expected rental rates upon re-letting could adversely affect our revenues and impede our growth.

We depend upon our on-site personnel to maximize tenant satisfaction at each of our stores, and any difficulties we encounter in hiring, training and maintaining skilled field personnel may harm our operating performance.

We had 2,716 field personnel as of February 18, 2016 in the management and operation of our stores. The general professionalism of our store managers and staff are contributing factors to a store’s ability to successfully secure rentals and retain tenants. We also rely upon our field personnel to maintain clean and secure stores. If we are unable to successfully recruit, train and retain qualified field personnel, the quality of service we strive to provide at our stores could be adversely affected which could lead to decreased occupancy levels and reduced operating performance.

Uninsured losses or losses in excess of our insurance coverage could adversely affect our financial condition and our cash flow.

We maintain comprehensive liability, fire, flood, earthquake, wind (as deemed necessary or as required by our lenders), extended coverage and rental loss insurance with respect to our stores. Certain types of losses, however, may be either uninsurable or not economically insurable, such as losses due to earthquakes, hurricanes, tornadoes, riots, acts of war or terrorism. Should an uninsured loss occur, we could lose both our investment in and anticipated profits and cash flow from a store. In addition, if any such loss is insured, we may be required to pay significant amounts on any claim for recovery of such a loss prior to our insurer being obligated to reimburse us for the loss, or the amount of the loss may exceed our coverage for the loss. As a result, our operating results may be adversely affected.

Increases in taxes and regulatory compliance costs may reduce our income.

Costs resulting from changes in real estate tax laws generally are not passed through to tenants directly and will affect us. Increases in income, property or other taxes generally are not passed through to tenants under

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leases and may reduce our net income, FFO, cash flow, financial condition, ability to pay or refinance our debt obligations, ability to make cash distributions to stockholders, and the trading price of our securities. Similarly, changes in laws increasing the potential liability for environmental conditions existing on stores or increasing the restrictions on discharges or other conditions may result in significant unanticipated expenditures, which could similarly adversely affect our business and results of operations.

Environmental compliance costs and liabilities associated with operating our stores may affect our results of operations.

Under various U.S. federal, state and local laws, ordinances and regulations, owners and operators of real estate may be liable for the costs of investigating and remediating certain hazardous substances or other regulated materials on or in such property. Such laws often impose such liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such substances or materials. The presence of such substances or materials, or the failure to properly remediate such substances, may adversely affect the owner’s or operator’s ability to lease, sell or rent such property or to borrow using such property as collateral. Persons who arrange for the disposal or treatment of hazardous substances or other regulated materials may be liable for the costs of removal or remediation of such substances at a disposal or treatment facility, whether or not such facility is owned or operated by such person. Certain environmental laws impose liability for release of asbestos-containing materials into the air and third parties may seek recovery from owners or operators of real stores for personal injury associated with asbestos-containing materials.

Certain environmental laws also impose liability, without regard to knowledge or fault, for removal or remediation of hazardous substances or other regulated materials upon owners and operators of contaminated property even after they no longer own or operate the property. Moreover, the past or present owner or operator from which a release emanates could be liable for any personal injuries or property damages that may result from such releases, as well as any damages to natural resources that may arise from such releases.

Certain environmental laws impose compliance obligations on owners and operators of real property with respect to the management of hazardous materials and other regulated substances. For example, environmental laws govern the management of asbestos-containing materials and lead-based paint. Failure to comply with these laws can result in penalties or other sanctions.

No assurances can be given that existing environmental studies with respect to any of our stores reveal all environmental liabilities, that any prior owner or operator of our stores did not create any material environmental condition not known to us, or that a material environmental condition does not otherwise exist as to any one or more of our stores. There also exists the risk that material environmental conditions, liabilities or compliance concerns may have arisen after the review was completed or may arise in the future. Finally, future laws, ordinances or regulations and future interpretations of existing laws, ordinances or regulations may impose additional material environmental liability.

Costs associated with complying with the Americans with Disabilities Act of 1990 may result in unanticipated expenses.

Under the ADA, places of public accommodation are required to meet certain federal requirements related to access and use by disabled persons. These requirements became effective in 1992. A number of additional U.S. federal, state and local laws may also require modifications to our stores, or restrict certain further renovations of the stores, with respect to access thereto by disabled persons. Noncompliance with the ADA could result in the imposition of fines or an award of damages to private litigants and also could result in an order to correct any non-complying feature, which could result in substantial capital expenditures. We have not conducted an audit or investigation of all of our stores to determine our compliance and we cannot predict the ultimate cost of compliance with the ADA or other legislation. If one or more of our stores is not in compliance with the ADA or other legislation, then we would be required to incur additional costs to bring the facility into compliance. If

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we incur substantial costs to comply with the ADA or other legislation, our financial condition, results of operations, cash flow, per share trading price of our securities and our ability to satisfy our debt service obligations and to make cash distributions to our stockholders could be adversely affected.

Our tenant reinsurance business is subject to significant governmental regulation, which may adversely affect our results.

Our tenant reinsurance business is subject to significant governmental regulation. The regulatory authorities generally have broad discretion to grant, renew and revoke licenses and approvals, to promulgate, interpret and implement regulations, and to evaluate compliance with regulations through periodic examinations, audits and investigations of the affairs of insurance providers. As a result of regulatory or private action in any jurisdiction, we may be temporarily or permanently suspended from continuing some or all of our reinsurance activities, or otherwise fined or penalized or suffer an adverse judgment, which could adversely affect our business and results of operations.

We face competition for the acquisition of stores and other assets, which may impede our ability to make future acquisitions or may increase the cost of these acquisitions.

We compete with many other entities engaged in real estate investment activities for acquisitions of stores and other assets, including national, regional and local operators and developers of stores. These competitors may drive up the price we pay for stores or other assets we seek to acquire or may succeed in acquiring those stores or assets themselves. In addition, our potential acquisition targets may find our competitors to be more attractive suitors because they may have greater resources, may be willing to pay more or may have a more compatible operating philosophy. In addition, the number of entities and the amount of funds competing for suitable investment in stores may increase. This competition would result in increased demand for these assets and therefore increased prices paid for them. Because of an increased interest in single-store acquisitions among tax-motivated individual purchasers, we may pay higher prices if we purchase single stores in comparison with portfolio acquisitions. If we pay higher prices for stores or other assets, our profitability will be reduced.

We may not be successful in identifying and consummating suitable acquisitions that meet our criteria, which may impede our growth.

Our ability to expand through acquisitions is integral to our business strategy and requires us to identify suitable acquisition candidates or investment opportunities that meet our criteria and are compatible with our growth strategy. We may not be successful in identifying suitable stores or other assets that meet our acquisition criteria or in consummating acquisitions or investments on satisfactory terms or at all. Failure to identify or consummate acquisitions will slow our growth, which could in turn adversely affect our stock price.

Our ability to acquire stores on favorable terms and successfully integrate and operate them may be constrained by the following significant risks:

competition from local investors and other real estate investors with significant capital, including other publicly-traded REITs and institutional investment funds;

competition from other potential acquirers may significantly increase the purchase price which could reduce our profitability;

the inability to achieve satisfactory completion of due diligence investigations and other customary closing conditions;

failure to finance an acquisition on favorable terms or at all;

we may spend more than the time and amounts budgeted to make necessary improvements or renovations to acquired stores; and

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we may acquire stores subject to liabilities without any recourse, or with only limited recourse, with respect to unknown liabilities such as liabilities for clean-up of undisclosed environmental contamination, claims by persons dealing with the former owners of the stores and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the stores.

In addition, strategic decisions by us, such as acquisitions, may adversely affect the price of our securities.

We may not be successful in integrating and operating acquired stores.

We have acquired many stores in the past, and we expect to continue acquiring stores in the future. If we acquire any stores, we will be required to integrate them into our existing portfolio. The acquired stores may turn out to be less compatible with our growth strategy than originally anticipated, may cause disruptions in our operations or may divert management’s attention away from day-to-day operations, which could impair our operating results as a whole.

We do not always obtain independent appraisals of our stores, and thus the consideration paid for these stores may exceed the value that may be indicated by third-party appraisals.

We do not always obtain third-party appraisals in connection with our acquisition of stores and the consideration being paid by us in exchange for those stores may exceed the value determined by third-party appraisals. In such cases, the value of the stores was determined by our senior management team.

Our investments in development and redevelopment projects may not yield anticipated returns, which would harm our operating results and reduce the amount of funds available for distributions.

To the extent that we engage in development and redevelopment activities, we will be subject to the following risks normally associated with these projects:

we may be unable to obtain financing for these projects on favorable terms or at all;

we may not complete development or redevelopment projects on schedule or within budgeted amounts;

we may encounter delays or refusals in obtaining all necessary zoning, land use, building, occupancy and other required governmental permits and authorizations; and

occupancy rates and rents at newly developed or redeveloped stores may fluctuate depending on a number of factors, including market and economic conditions, and may result in our investment not being profitable.

In deciding whether to develop or redevelop a particular property, we make certain assumptions regarding the expected future performance of the store. We may underestimate the costs necessary to bring the property up to the standards established for its intended market position or may be unable to increase occupancy at a newly developed store as quickly as expected or at all. Any substantial unanticipated delays or expenses could adversely affect the investment returns from these development or redevelopment projects and harm our operating results, liquidity and financial condition, which could result in a decline in the value of our securities.

We may rely on the investments of our joint venture partners for funding certain of our development and redevelopment projects. If our reputation in the self-storage industry changes or the number of investors considering us an attractive strategic partner is otherwise reduced, our ability to develop or redevelop stores could be affected, which would limit our growth.

We rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our business.

We rely on information technology networks and systems, including the Internet, to process, transmit and store electronic information, and to manage or support a variety of business processes, including financial

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transactions and records, personally identifiable information, and tenant and lease data. We purchase some of our information technology from vendors, on whom our systems depend. We rely on commercially available systems, software, tools and monitoring to provide security for processing, transmission and storage of confidential tenant and other sensitive information. Although we have taken steps to protect the security of our information systems and the data maintained in those systems, it is possible that our safety and security measures will not be able to prevent the systems’ improper functioning or damage, or the improper access or disclosure of personally identifiable information such as in the event of cyber-attacks. Security breaches, including physical or electronic break-ins, computer viruses, attacks by hackers and similar breaches, can create system disruptions, shutdowns or unauthorized disclosure of confidential information. While, to date, we have not experienced a security breach, this risk has generally increased as the number, intensity and sophistication of such breaches and attempted breaches from around the world have increased. Any failure to maintain proper function, security and availability of our information systems could interrupt our operations, damage our reputation, divert significant management attention and resources to remedy any damages that result, subject us to liability claims or regulatory penalties and have a material adverse effect on our business and results of operations.

Risks Related to Our Organization and Structure

Our business could be harmed if key personnel with long-standing business relationships in the self-storage industry terminate their employment with us.

Our success depends on the continued services of members of our executive management team, who have substantial experience in the self-storage industry. In addition, our ability to acquire or develop stores in the future depends on the significant relationships our executive management team has developed with our institutional joint venture partners, such as affiliates of Prudential Financial, Inc. There is no guarantee that any of them will remain employed by us. We do not maintain key person life insurance on any of our officers. The loss of services of one or more members of our executive management team could harm our business and our prospects.

We may change our investment and financing strategies and enter into new lines of business without stockholder consent, which may subject us to different risks.

We may change our investment and financing strategies and enter into new lines of business at any time without the consent of our stockholders, which could result in our making investments and engaging in business activities that are different from, and possibly riskier than, the investments and businesses described in this document. A change in our investment strategy or our entry into new lines of business may increase our exposure to other risks or real estate market fluctuations.

If other self-storage companies convert to an UPREIT structure or if tax laws change, we may no longer have an advantage in competing for potential acquisitions.

Because we are structured as an UPREIT, we are a more attractive acquirer of stores to tax-motivated sellers than our competitors that are not structured as UPREITs. However, if other self-storage companies restructure their holdings to become UPREITs, this competitive advantage will disappear. In addition, new legislation may be enacted or new interpretations of existing legislation may be issued by the Internal Revenue Service (“IRS”), or the U.S. Treasury Department that could affect the attractiveness of our UPREIT structure so that it may no longer assist us in competing for acquisitions.

Tax indemnification obligations may require the Operating Partnership to maintain certain debt levels.

We have provided certain tax protections to various third parties in connection with their property contributions to the Operating Partnership upon acquisition by the Company, including making available the opportunity to (1) guarantee debt or (2) enter into a special loss allocation and deficit restoration obligation. We have agreed to these provisions in order to assist these contributors in preserving their tax position after their contributions. These obligations may require us to maintain certain indebtedness levels that we would not otherwise require for our business.

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Our joint venture investments could be adversely affected by our lack of sole decision-making authority.

As of December 31, 2015, we held interests in 253 operating stores through joint ventures. Some of these arrangements could be adversely affected by our lack of sole decision-making authority, our reliance on co-venturers financial conditions and disputes between us and our co-venturers. We expect to continue our joint venture strategy by entering into more joint ventures for the purpose of developing new stores and acquiring existing stores. In such event, we would not be in a position to exercise sole decision-making authority regarding the property, partnership, joint venture or other entity. The decision-making authority regarding the stores we currently hold through joint ventures is either vested exclusively with our joint venture partners, is subject to a majority vote of the joint venture partners or equally shared by us and the joint venture partners. In addition, investments in partnerships, joint ventures or other entities may, under certain circumstances, involve risks not present were a third party not involved, including the possibility that partners or co-venturers might become bankrupt or fail to fund their share of required capital contributions. Partners or co-venturers may have economic or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives. Such investments may also have the potential risk of impasses on decisions, such as a sale, because neither we nor the partner or co-venturer would have full control over the partnership or joint venture. Disputes between us and partners or co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and efforts on our business. Consequently, actions by or disputes with partners or co-venturers might result in subjecting stores owned by the partnership or joint venture to additional risk. In addition, we may in certain circumstances be liable for the actions of our third-party partners or co-venturers, which could harm our financial condition.

Conflicts of interest could arise as a result of our relationship with our Operating Partnership.

Conflicts of interest could arise in the future as a result of the relationships between us and our affiliates, and our Operating Partnership or any partner thereof. Our directors and officers have duties to our Company under applicable Maryland law in connection with their management of our Company. At the same time, we, through our wholly-owned subsidiary, have fiduciary duties, as a general partner, to our Operating Partnership and to the limited partners under Delaware law in connection with the management of our Operating Partnership. Our duties, through our wholly-owned subsidiary, as a general partner to our Operating Partnership and its partners may come into conflict with the duties of our directors and officers to our Company. The partnership agreement of our Operating Partnership does not require us to resolve such conflicts in favor of either our Company or the limited partners in our Operating Partnership. Unless otherwise provided for in the relevant partnership agreement, Delaware law generally requires a general partner of a Delaware limited partnership to adhere to fiduciary duty standards under which it owes its limited partners the highest duties of good faith, fairness, and loyalty and which generally prohibit such general partner from taking any action or engaging in any transaction as to which it has a conflict of interest.

Additionally, the partnership agreement expressly limits our liability by providing that neither we, our direct wholly-owned Massachusetts business trust subsidiary, as the general partner of the Operating Partnership, nor any of our or their trustees, directors or officers, will be liable or accountable in damages to our Operating Partnership, the limited partners or assignees for errors in judgment, mistakes of fact or law or for any act or omission if we, or such trustee, director or officer, acted in good faith. In addition, our Operating Partnership is required to indemnify us, our affiliates and each of our respective trustees, officers, directors, employees and agents to the fullest extent permitted by applicable law against any and all losses, claims, damages, liabilities (whether joint or several), expenses (including, without limitation, attorneys’ fees and other legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Operating Partnership, provided that our Operating Partnership will not indemnify for (1) willful misconduct or a knowing violation of the law, (2) any transaction for which such person received an improper personal benefit in violation or breach of any provision of the partnership agreement, or (3) in the case of a criminal proceeding, the person had reasonable cause to believe the act or omission was unlawful.

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The provisions of Delaware law that allow the common law fiduciary duties of a general partner to be modified by a partnership agreement have not been resolved in a court of law, and we have not obtained an opinion of counsel covering the provisions set forth in the partnership agreement that purport to waive or restrict our fiduciary duties that would be in effect under common law were it not for the partnership agreement.

Certain provisions of Maryland law and our organizational documents, including the stock ownership limit imposed by our charter, may inhibit market activity in our stock and could prevent or delay a change in control transaction.

Our charter, subject to certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT and to limit any person to actual or constructive ownership of no more than 7.0% (by value or by number of shares, whichever is more restrictive) of our outstanding common stock or 7.0% (by value or by number of shares, whichever is more restrictive) of our outstanding capital stock. Our board of directors, in its sole discretion, may exempt a proposed transferee from the ownership limit. However, our board of directors may not grant an exemption from the ownership limit to any proposed transferee whose ownership could jeopardize our qualification as a REIT. These restrictions on ownership will not apply if our board of directors determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT. The ownership limit may delay or impede a transaction or a change of control that might involve a premium price for our securities or otherwise be in the best interests of our stockholders. Different ownership limits apply to the family of Kenneth M. Woolley, certain of his affiliates, family members and estates and trusts formed for the benefit of the foregoing; to Spencer F. Kirk, certain of his affiliates, family members and estates and trusts formed for the benefit of the foregoing; and to certain designated investment entities as defined in our charter.

Our board of directors has the power to issue additional shares of our stock in a manner that may not be in the best interest of our stockholders.

Our charter authorizes our board of directors to issue additional authorized but unissued shares of common stock or preferred stock and to increase the aggregate number of authorized shares or the number of shares of any class or series without stockholder approval. In addition, our board of directors may classify or reclassify any unissued shares of common stock or preferred stock and set the preferences, rights and other terms of the classified or reclassified shares. Our board of directors could issue additional shares of our common stock or establish a series of preferred stock that could have the effect of delaying, deferring or preventing a change in control or other transaction that might involve a premium price for our securities or otherwise not be in the best interests of our stockholders.

Our rights and the rights of our stockholders to take action against our directors and officers are limited.

Maryland law provides that a director or officer has no liability in that capacity if he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. In addition, our charter eliminates our directors’ and officers’ liability to us and our stockholders for money damages except for liability resulting from actual receipt of an improper benefit in money, property or services or active and deliberate dishonesty established by a final judgment and which is material to the cause of action. Our bylaws require us to indemnify our directors and officers for liability resulting from actions taken by them in those capacities to the maximum extent permitted by Maryland law. As a result, we and our stockholders may have more limited rights against our directors and officers than might otherwise exist under common law. In addition, we may be obligated to fund the defense costs incurred by our directors and officers.

To the extent our distributions represent a return of capital for U.S. federal income tax purposes, our stockholders could recognize an increased capital gain upon a subsequent sale of common stock.

Distributions in excess of our current and accumulated earnings and profits and not treated by us as a dividend will not be taxable to a U.S. stockholder under current U.S. federal income tax law to the extent those

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distributions do not exceed the stockholder’s adjusted tax basis in his, her, or its common stock, but instead will constitute a return of capital and will reduce such adjusted basis. If distributions result in a reduction of a stockholder’s adjusted basis in such holder’s common stock, subsequent sales of such holder’s common stock will result in recognition of an increased capital gain or decreased capital loss due to the reduction in such adjusted basis.

Risks Related to the Real Estate Industry

Our primary business involves the ownership and operation of stores.

Our current strategy is to own, operate, manage, acquire, develop and redevelop only stores. Consequently, we are subject to risks inherent in investments in a single industry. Because investments in real estate are inherently illiquid, this strategy makes it difficult for us to diversify our investment portfolio and to limit our risk when economic conditions change. Decreases in market rents, negative tax, real estate and zoning law changes and changes in environmental protection laws may also increase our costs, lower the value of our investments and decrease our income, which would adversely affect our business, financial condition and operating results.

Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our stores.

Because real estate investments are relatively illiquid, our ability to promptly sell one or more stores in our portfolio in response to changing economic, financial and investment conditions is limited. The real estate market is affected by many factors, such as general economic conditions, availability of financing, interest rates and other factors, including supply and demand, that are beyond our control. We cannot predict whether we will be able to sell any store for the price or on the terms set by us or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We also cannot predict the length of time needed to find a willing purchaser and to close the sale of a store.

We may be required to expend funds to correct defects or to make improvements before a store can be sold. We cannot assure you that we will have funds available to correct those defects or to make those improvements. In acquiring a store, we may agree to transfer restrictions that materially restrict us from selling that store for a period of time or impose other restrictions, such as a limitation on the amount of debt that can be placed or repaid on that store. These transfer restrictions would impede our ability to sell a store even if we deem it necessary or appropriate.

Any investments in unimproved real property may take significantly longer to yield income-producing returns, if at all, and may result in additional costs to us to comply with re-zoning restrictions or environmental regulations.

We have invested in the past, and may invest in the future, in unimproved real property. Unimproved properties generally take longer to yield income-producing returns based on the typical time required for development. Any development of unimproved property may also expose us to the risks and uncertainties associated with re-zoning the land for a higher use or development and environmental concerns of governmental entities and/or community groups. Any unsuccessful investments or delays in realizing an income-producing return or increased costs to develop unimproved real estate could restrict our ability to earn our targeted rate of return on an investment or adversely affect our ability to pay operating expenses which would harm our financial condition and operating results.

Any negative perceptions of the self-storage industry generally may result in a decline in our stock price.

To the extent that the investing public has a negative perception of the self-storage industry, the value of our securities may be negatively impacted, which could result in our securities trading below the inherent value of our assets.

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Risks Related to Our Debt Financings

Disruptions in the financial markets could affect our ability to obtain debt financing on reasonable terms and have other adverse effects on us.

Uncertainty in the credit markets may negatively impact our ability to access additional debt financing or to refinance existing debt maturities on favorable terms (or at all), which may negatively affect our ability to make acquisitions and fund development projects. A downturn in the credit markets may cause us to seek alternative sources of potentially less attractive financing, and may require us to adjust our business plan accordingly. In addition, these factors may make it more difficult for us to sell stores or may adversely affect the price we receive for stores that we do sell, as prospective buyers may experience increased costs of debt financing or difficulties in obtaining debt financing.

Required payments of principal and interest on borrowings may leave us with insufficient cash to operate our stores or to pay the distributions currently contemplated or necessary to maintain our qualification as a REIT and may expose us to the risk of default under our debt obligations.

As of December 31, 2015, we had approximately $3.6 billion of outstanding indebtedness. We may incur additional debt in connection with future acquisitions and development. We may borrow under our Credit Lines or borrow new funds to finance these future stores. Additionally, we do not anticipate that our internally generated cash flow will be adequate to repay our existing indebtedness upon maturity and, therefore, we expect to repay our indebtedness through refinancings and equity and/or debt offerings. Further, we may need to borrow funds in order to make cash distributions to maintain our qualification as a REIT or to make our expected distributions.

If we are required to utilize our Credit Lines for purposes other than acquisition activity, this will reduce the amount available for acquisitions and could slow our growth. Therefore, our level of debt and the limitations imposed on us by our debt agreements could have significant adverse consequences, including the following:

our cash flow may be insufficient to meet our required principal and interest payments;

we may be unable to borrow additional funds as needed or on favorable terms, including to make acquisitions or to continue to make distributions required to maintain our qualification as a REIT;

we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness;

because a portion of our debt bears interest at variable rates, an increase in interest rates could materially increase our interest expense;

we may be forced to dispose of one or more of our stores, possibly on disadvantageous terms;

after debt service, the amount available for cash distributions to our stockholders is reduced;

our debt level could place us at a competitive disadvantage compared to our competitors with less debt;

we may experience increased vulnerability to economic and industry downturns, reducing our ability to respond to changing business and economic conditions;

we may default on our obligations and the lenders or mortgagees may foreclose on our stores that secure their loans and receive an assignment of rents and leases;

we may default on our obligations and the lenders or mortgages may enforce our guarantees;

we may violate restrictive covenants in our loan documents, which would entitle the lenders to accelerate our debt obligations; and

our default under any one of our mortgage loans with cross-default or cross-collateralization provisions could result in a default on other indebtedness or result in the foreclosures of other stores.

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Increases in interest rates may increase our interest expense and adversely affect our cash flow and our ability to service our indebtedness and make cash distributions to our stockholders.

As of December 31, 2015, we had approximately $3.6 billion of debt outstanding, of which approximately $1.1 billion, or 31.4% was subject to variable interest rates (excluding debt with interest rate swaps). This variable rate debt had a weighted average interest rate of approximately 2.1% per annum. Increases in interest rates on this variable rate debt would increase our interest expense, which could harm our cash flow and our ability to pay cash distributions. For example, if market rates of interest on this variable rate debt increased by 100 basis points (excluding variable rate debt with interest rate floors), the increase in interest expense would decrease future earnings and cash flows by approximately $7.3 million annually.

Failure to hedge effectively against interest rate changes may adversely affect our results of operations.

In certain cases we may seek to manage our exposure to interest rate volatility by using interest rate hedging arrangements. Hedging involves risks, such as the risk that the counterparty may fail to honor its obligations under an arrangement. Failure to hedge effectively against interest rate changes may adversely affect our financial condition, results of operations and ability to make cash distributions to our stockholders.

Risks Related to Qualification and Operation as a REIT

To maintain our qualification as a REIT, we may be forced to borrow funds on a short-term basis during unfavorable market conditions.

To qualify as a REIT, we generally must distribute to our stockholders at least 90% of our net taxable income each year, excluding net capital gains, and we are subject to regular corporate income taxes to the extent that we distribute less than 100% of our net taxable income each year. In addition, we are subject to a 4% nondeductible excise tax on the amount, if any, by which distributions made by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. While historically we have satisfied these distribution requirements by making cash distributions to our stockholders, a REIT is permitted to satisfy these requirements by making distributions of cash or other property, including, in limited circumstances, its own stock. Assuming we continue to satisfy these distributions requirements with cash, we may need to borrow funds on a short-term basis, or possibly long-term, to meet the REIT distribution requirements even if the then prevailing market conditions are not favorable for these borrowings. These borrowing needs could result from a difference in timing between the actual receipt of cash and inclusion of income for U.S. federal income tax purposes, or the effect of non-deductible capital expenditures, the creation of reserves or required debt amortization payments.

Dividends payable by REITs generally do not qualify for reduced tax rates.

The maximum U.S. federal income tax rate for dividends paid by domestic corporations to individual U.S. stockholders is 20%. Dividends paid by REITs, however, are generally not eligible for the reduced rates. The more favorable rates applicable to regular corporate dividends could cause stockholders who are individuals to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the stock of REITs, including our securities.

In addition, the relative attractiveness of real estate in general may be adversely affected by the favorable tax treatment given to corporate dividends, which could negatively affect the value of our stores.

Possible legislative or other actions affecting REITs could adversely affect our stockholders.

The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department. Changes to tax laws (which changes may

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have retroactive application) could adversely affect our stockholders. It cannot be predicted whether, when, in what forms, or with what effective dates, the tax laws applicable to us or our stockholders will be changed.

The power of our board of directors to revoke our REIT election without stockholder approval may cause adverse consequences to our stockholders.

Our charter provides that our board of directors may revoke or otherwise terminate our REIT election, without the approval of our stockholders, if it determines that it is no longer in our best interest to continue to qualify as a REIT. If we cease to qualify as a REIT, we would become subject to U.S. federal income tax on our taxable income and would no longer be required to distribute most of our net taxable income to our stockholders, which may have adverse consequences on the total return to our stockholders.

Our failure to qualify as a REIT would have significant adverse consequences to us and the value of our stock.

We believe we operate in a manner that allows us to qualify as a REIT for U.S. federal income tax purposes under the Internal Revenue Code. If we fail to qualify as a REIT or lose our qualification as a REIT at any time, we will face serious tax consequences that would substantially reduce the funds available for distribution for each of the years involved because:

we would not be allowed a deduction for distributions to stockholders in computing our taxable income and would be subject to U.S. federal income tax at regular corporate rates;

we also could be subject to the U.S. federal alternative minimum tax and possibly increased state and local taxes; and

unless we are entitled to relief under applicable statutory provisions, we could not elect to be taxed as a REIT for four taxable years following a year during which we were disqualified.

In addition, if we fail to qualify as a REIT, we will not be required to make distributions to stockholders, and all distributions to stockholders will be subject to tax as regular corporate dividends to the extent of our current and accumulated earnings and profits. This means that our U.S. individual stockholders would be taxed on our dividends at capital gains rates, and our U.S. corporate stockholders would be entitled to the dividends received deduction with respect to such dividends, subject, in each case, to applicable limitations under the Internal Revenue Code. If we fail to qualify as a REIT for federal income tax purposes and are able to avail ourselves of one or more of the relief provisions under the Internal Revenue Code in order to maintain our REIT status, we may nevertheless be required to pay penalty taxes of $50,000 or more for each such failure. As a result of all these factors, our failure to qualify as a REIT also could impair our ability to expand our business and raise capital, and could adversely affect the value of our securities.

Qualification as a REIT involves the application of highly technical and complex Internal Revenue Code provisions for which there are only limited judicial and administrative interpretations. The complexity of these provisions and of the applicable Treasury regulations that have been promulgated under the Internal Revenue Code is greater in the case of a REIT that, like us, holds its assets through a partnership. The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify as a REIT. In order to qualify as a REIT, we must satisfy a number of requirements, including requirements regarding the composition of our assets, the sources of our gross income and the owners of our stock. Our ability to satisfy the asset tests depends upon our analysis of the fair market value of our assets, some of which are not susceptible to precise determination, and for which we will not obtain independent appraisals. Also, we must make distributions to stockholders aggregating annually at least 90% of our net taxable income, excluding capital gains, and we will be subject to income tax at regular corporate rates to the extent we distribute less than 100% of our net taxable income including capital gains. In addition, legislation, new regulations, administrative interpretations or court decisions may adversely affect our investors, our ability to qualify as a REIT for U.S.

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federal income tax purposes or the desirability of an investment in a REIT relative to other investments. Although we believe that we have been organized and have operated in a manner that is intended to allow us to qualify for taxation as a REIT, we can give no assurance that we have qualified or will continue to qualify as a REIT for tax purposes. We have not requested and do not plan to request a ruling from the Internal Revenue Service regarding our qualification as a REIT.

We will pay some taxes.

Even though we qualify as a REIT for U.S. federal income tax purposes, we will be required to pay some U.S. federal, state and local taxes on our income and property. Extra Space Management, Inc. manages stores for our joint ventures and stores owned by third parties. We, jointly with Extra Space Management, Inc., elected to treat Extra Space Management, Inc. as a taxable REIT subsidiary (“TRS”) of our Company for U.S. federal income tax purposes. A taxable REIT subsidiary is a fully taxable corporation, and may be limited in its ability to deduct interest payments made to us. ESM Reinsurance Limited, a wholly-owned subsidiary of Extra Space Management, Inc., generates income from insurance premiums that are subject to federal income tax and state insurance premiums tax. In addition, we will be subject to a 100% penalty tax on certain amounts if the economic arrangements among our tenants, our taxable REIT subsidiary and us are not comparable to similar arrangements among unrelated parties or if we receive payments for inventory or property held for sale to customers in the ordinary course of business. Also, if we sell property as a dealer (i.e., to customers in the ordinary course of our trade or business), we will be subject to a 100% penalty tax on any gain arising from such sales. While we don’t intend to sell stores as a dealer, the IRS could take a contrary position. To the extent that we are, or our taxable REIT subsidiary is, required to pay U.S. federal, state or local taxes, we will have less cash available for distribution to stockholders.

Complying with REIT requirements may cause us to forego otherwise attractive opportunities.

To qualify as a REIT for U.S. federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to our stockholders and the ownership of our stock. In order to meet these tests, we may be required to forego attractive business or investment opportunities. Thus, compliance with the REIT requirements may adversely affect our ability to operate solely to maximize profits.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

As of December 31, 2015, we owned or had ownership interests in 999 operating stores. Of these stores, 746 are wholly-owned and 253 are held in joint ventures. In addition, we managed an additional 348 stores for third parties bringing the total number of stores which we own and/or manage to 1,347. These stores are located in 36 states, Washington, D.C. and Puerto Rico. We receive a management fee generally equal to approximately 6.0% of cash collected from total revenues to manage the joint venture and third party sites. As of December 31, 2015, we owned and/or managed approximately 101 million square feet of rentable space configured in approximately 896,000 separate storage units. Approximately 70% of our stores are clustered around large population centers, such as Atlanta, Baltimore/Washington, D.C., Boston, Chicago, Dallas, Houston, Las Vegas, Los Angeles, Miami, New York City, Orlando, Philadelphia, Phoenix, St. Petersburg/Tampa and San Francisco/Oakland. These markets contain above-average population and income demographics for stores. The clustering of assets around these population centers enables us to reduce our operating costs through economies of scale. Our acquisitions have given us an increased scale in many core markets as well as a foothold in many markets where we had no previous presence.

We consider a store to be in the lease-up stage after it has been issued a certificate of occupancy, but before it has achieved stabilization. We consider a store to be stabilized once it has achieved either an 80% occupancy rate for a full year measured as of January 1, or has been open for three years.

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As of December 31, 2015, approximately 800,000 tenants were leasing storage units at the 1,347 operating stores that we own and/or manage, primarily on a month-to-month basis, providing the flexibility to increase rental rates over time as market conditions permit. Existing tenants generally receive rate increases at least annually, for which no direct correlation has been drawn to our vacancy trends. Although leases are short-term in duration, the typical tenant tends to remain at our stores for an extended period of time. For stores that were stabilized as of December 31, 2015, the average length of stay was approximately 13.7 months.

The average annual rent per square foot for our existing customers at stabilized stores, net of discounts and bad debt, was $14.83 for the year ended December 31, 2015, compared to $14.02 for the year ended December 31, 2014. Average annual rent per square foot for new leases was $15.41 for the year ended December 31, 2015, compared to $14.35 for the year ended December 31, 2014. The average discounts, as a percentage of rental revenues, during these periods were 3.3% and 3.8%, respectively.

Our store portfolio is made up of different types of construction and building configurations depending on the site and the municipality where it is located. Most often sites are what we consider “hybrid” facilities, a mix of both drive-up buildings and multi-floor buildings. We have a number of multi-floor buildings with elevator access only, and a number of facilities featuring ground-floor access only.

The following table presents additional information regarding the occupancy of our stabilized stores by state as of December 31, 2015 and 2014. The information as of December 31, 2014, is on a pro forma basis as though all the stores owned at December 31, 2015, were under our control as of December 31, 2014.

Stabilized Store Data Based on Location

Company Pro forma Company Pro forma Company Pro forma

Location

Number of
Stores
Number of
Units as of
December 31,
2015 (1)
Number of
Units as of
December 31,
2014
Net Rentable
Square Feet
as of
December 31,
2015 (2)
Net Rentable
Square Feet
as of
December 31,
2014
Square Foot
Occupancy %
December 31,
2015
Square Foot
Occupancy %
December 31,
2014

Wholly-Owned Stores

Alabama

8 4,585 4,511 559,526 559,226 88.3 % 83.8 %

Arizona

18 10,477 10,347 1,213,977 1,211,460 91.0 % 89.8 %

California

135 102,569 102,023 10,721,441 10,711,355 94.8 % 92.7 %

Colorado

12 5,943 5,913 737,569 739,274 89.4 % 87.6 %

Connecticut

5 3,143 3,132 298,936 299,734 93.1 % 90.7 %

Florida

75 52,973 52,457 5,719,626 5,692,917 92.9 % 91.2 %

Georgia

46 27,287 27,174 3,549,077 3,550,802 90.2 % 88.7 %

Hawaii

5 5,856 5,626 344,400 336,872 94.1 % 93.1 %

Illinois

22 15,264 15,024 1,673,669 1,666,183 88.6 % 89.0 %

Indiana

9 4,825 4,754 556,143 555,335 90.3 % 89.6 %

Kansas

1 532 507 49,991 50,361 91.9 % 89.6 %

Kentucky

9 5,006 4,997 669,936 669,936 85.6 % 85.8 %

Louisiana

2 1,406 1,408 150,090 149,990 92.1 % 92.4 %

Maryland

24 18,129 17,872 1,876,784 1,875,010 91.3 % 90.4 %

Massachusetts

37 23,172 22,913 2,316,364 2,315,612 91.8 % 90.8 %

Michigan

3 1,815 1,799 258,001 254,239 90.1 % 91.7 %

Mississippi

3 1,477 1,477 221,482 221,482 81.9 % 81.9 %

Missouri

6 3,238 3,224 385,961 386,151 93.2 % 90.4 %

Nevada

14 8,643 8,667 1,262,065 1,262,025 89.8 % 88.8 %

New Hampshire

2 1,029 1,013 126,133 125,748 93.0 % 94.2 %

New Jersey

56 43,537 43,380 4,239,282 4,233,078 91.4 % 90.9 %

New Mexico

3 1,613 1,575 221,292 217,074 92.5 % 85.9 %

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Table of Contents
Company Pro forma Company Pro forma Company Pro forma

Location

Number of
Stores
Number of
Units as of
December 31,
2015 (1)
Number of
Units as of
December 31,
2014
Net Rentable
Square Feet
as of
December 31,
2015 (2)
Net Rentable
Square Feet
as of
December 31,
2014
Square Foot
Occupancy %
December 31,
2015
Square Foot
Occupancy %
December 31,
2014

New York

21 18,431 18,336 1,546,216 1,544,963 91.6 % 90.5 %

North Carolina

11 6,806 6,736 761,323 760,151 92.0 % 89.8 %

Ohio

21 11,372 11,282 1,485,653 1,481,342 91.2 % 89.9 %

Oregon

4 2,753 2,749 326,477 326,797 86.9 % 87.5 %

Pennsylvania

14 9,651 9,623 1,044,720 1,040,898 87.3 % 86.6 %

Rhode Island

2 1,235 1,198 131,356 131,291 91.4 % 94.7 %

South Carolina

19 10,658 10,552 1,442,690 1,440,561 87.5 % 87.8 %

Tennessee

17 10,330 10,320 1,458,806 1,457,297 88.8 % 89.6 %

Texas

72 45,967 45,926 5,866,304 5,868,530 89.7 % 88.6 %

Utah

8 4,231 4,242 523,056 523,056 94.1 % 88.9 %

Virginia

36 27,091 26,656 2,894,720 2,876,843 89.4 % 86.1 %

Washington

6 3,593 3,576 428,678 427,783 93.9 % 88.8 %

Total Wholly-Owned Stabilized

726 494,637 490,989 55,061,744 54,963,376 91.4 % 90.0 %

Joint-Venture Stores

Alabama

2 1,177 1,153 145,056 145,146 95.5 % 88.2 %

Arizona

7 4,301 4,253 491,813 492,578 93.9 % 92.4 %

California

66 47,532 47,203 4,826,714 4,828,196 95.3 % 93.5 %

Colorado

2 1,308 1,318 158,375 159,220 93.9 % 94.1 %

Connecticut

7 5,320 5,307 611,680 611,625 92.6 % 92.2 %

Delaware

1 597 591 71,610 71,705 81.2 % 93.2 %

Florida

16 13,295 13,095 1,295,165 1,295,967 93.3 % 92.1 %

Georgia

2 1,084 1,069 151,134 152,794 90.0 % 91.6 %

Illinois

5 3,493 3,471 366,155 365,183 90.2 % 92.0 %

Indiana

5 2,257 2,206 288,415 288,028 92.0 % 90.3 %

Kansas

2 846 844 109,165 109,375 90.5 % 92.0 %

Kentucky

4 2,283 2,274 257,199 257,439 87.2 % 87.0 %

Maryland

12 9,915 9,776 957,805 955,190 91.4 % 90.6 %

Massachusetts

13 7,012 6,946 774,897 784,024 92.3 % 90.6 %

Michigan

8 4,860 4,816 615,013 613,403 92.8 % 92.1 %

Missouri

1 538 534 61,075 61,075 91.7 % 91.3 %

Nevada

4 2,309 2,294 252,862 253,013 92.8 % 91.8 %

New Hampshire

2 801 792 85,111 84,391 94.8 % 90.4 %

New Jersey

16 13,041 12,976 1,358,645 1,356,864 92.5 % 89.9 %

New Mexico

7 3,649 3,602 396,575 397,494 92.1 % 89.5 %

New York

12 11,938 11,936 971,181 977,351 92.8 % 92.0 %

Ohio

6 3,154 3,128 414,962 414,929 90.0 % 87.6 %

Oregon

1 655 653 64,970 64,970 94.0 % 91.8 %

Pennsylvania

9 6,349 6,343 698,214 697,232 90.2 % 90.4 %

Tennessee

14 7,383 7,381 956,108 957,243 90.5 % 91.9 %

Texas

13 8,493 8,444 1,131,665 1,128,000 94.1 % 94.5 %

Virginia

12 8,674 8,634 918,172 917,914 89.4 % 90.7 %

Washington, DC

1 1,547 1,530 102,488 102,017 89.4 % 92.8 %

Total Joint-Venture Stabilized

250 173,811 172,569 18,532,224 18,542,366 92.8 % 91.9 %

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Table of Contents
Company Pro forma Company Pro forma Company Pro forma

Location

Number of
Stores
Number of
Units as of
December 31,
2015 (1)
Number of
Units as of
December 31,
2014
Net Rentable
Square Feet
as of
December 31,
2015 (2)
Net Rentable
Square Feet
as of
December 31,
2014
Square Foot
Occupancy %
December 31,
2015
Square Foot
Occupancy %
December 31,
2014

Managed Stores

Alabama

10 5,020 4,993 668,563 677,723 86.9 % 85.1 %

Arizona

3 1,230 1,216 230,703 228,131 93.8 % 91.6 %

California

82 53,335 54,014 6,699,268 6,776,534 91.9 % 87.1 %

Colorado

20 10,874 10,791 1,297,336 1,291,699 86.4 % 87.7 %

Connecticut

1 459 465 61,360 61,865 93.9 % 91.6 %

Florida

39 25,174 25,106 3,043,359 3,050,208 91.7 % 89.8 %

Georgia

8 3,921 3,946 580,042 593,356 92.5 % 90.0 %

Hawaii

6 4,817 5,043 349,952 350,155 92.5 % 87.0 %

Illinois

10 5,720 5,706 619,492 618,767 82.7 % 83.8 %

Indiana

14 7,717 7,748 940,116 959,031 89.3 % 88.6 %

Kentucky

2 1,333 1,327 219,777 219,777 90.8 % 90.9 %

Louisiana

1 985 999 131,865 133,490 90.9 % 85.2 %

Maryland

17 11,931 11,691 1,135,555 1,138,279 86.4 % 87.8 %

Michigan

4 2,185 2,185 261,706 261,706 81.8 % 81.8 %

Mississippi

1 679 686 115,688 115,918 97.6 % 91.1 %

Missouri

4 2,215 2,035 251,792 230,334 80.5 % 83.6 %

Nevada

6 5,168 5,211 578,375 579,825 85.4 % 79.2 %

New Jersey

4 2,099 2,094 235,112 235,387 87.9 % 86.5 %

New Mexico

3 1,964 1,927 233,727 234,647 90.2 % 88.4 %

New York

1 2,048 2,048 88,017 88,017 92.2 % 92.2 %

North Carolina

6 3,184 3,182 461,986 461,884 80.8 % 81.2 %

Ohio

8 3,091 2,956 408,066 429,161 85.2 % 87.0 %

Oklahoma

3 1,922 1,922 337,096 337,096 82.9 % 82.9 %

Oregon

1 455 455 39,419 39,419 97.7 % 97.7 %

Pennsylvania

13 6,980 6,945 857,217 861,472 89.8 % 88.0 %

South Carolina

4 2,609 2,607 348,771 351,870 89.2 % 85.6 %

Tennessee

2 909 909 131,360 131,360 93.6 % 90.5 %

Texas

29 15,366 15,083 2,089,942 2,059,838 85.9 % 84.5 %

Utah

4 2,011 2,026 312,690 314,270 92.2 % 84.3 %

Virginia

4 2,436 2,403 248,574 249,264 90.2 % 87.2 %

Washington

1 493 493 48,810 48,810 74.0 % 74.0 %

Washington, DC

2 1,267 1,267 112,334 112,334 91.2 % 92.8 %

Puerto Rico

4 2,676 2,666 286,772 287,133 87.4 % 87.5 %

Total Managed Stabilized

317 192,273 192,145 23,424,842 23,528,760 89.2 % 87.0 %

Total Stabilized Stores

1,293 860,721 855,703 97,018,810 97,034,502 91.1 % 89.6 %

(1) Represents unit count as of December 31, 2015, which may differ from unit count as of December 31, 2014, due to unit conversions or expansions.
(2) Represents net rentable square feet as of December 31, 2015, which may differ from net rentable square feet as of December 31, 2014, due to unit conversions or expansions.

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The following table presents additional information regarding the occupancy of our lease-up stores by state as of December 31, 2015 and 2014. The information as of December 31, 2014, is on a pro forma basis as though all the stores owned at December 31, 2015, were under our control as of December 31, 2014.

Lease-up Store Data Based on Location

Company Pro forma Company Pro forma Company Pro forma

Location

Number of
Stores
Number of
Units as of
December 31,
2015 (1)
Number of
Units as of
December 31,
2014
Net Rentable
Square Feet
as of
December 31,
2015 (2)
Net Rentable
Square Feet
as of
December 31,
2014
Square Foot
Occupancy %
December 31,
2015
Square Foot
Occupancy %
December 31,
2014

Wholly-Owned Stores

Arizona

1 894 894 122,092 122,092 72.9 % 46.4 %

California (3)

2 591 73,723 4.4 % 0.0 %

Connecticut

1 1,107 1,121 89,820 90,565 90.0 % 51.8 %

Florida

1 549 534 77,480 75,591 91.7 % 79.0 %

Georgia

1 621 598 52,606 52,365 94.9 % 91.0 %

Illinois

1 862 583 54,917 47,087 61.7 % 70.1 %

Maryland

1 988 988 103,135 103,171 89.8 % 74.5 %

North Carolina

2 1,563 394 150,873 37,780 44.3 % 91.0 %

South Carolina

2 1,219 1,246 131,744 131,902 86.9 % 39.3 %

Texas

7 4,622 3,286 532,374 367,551 62.1 % 49.3 %

Virginia

1 502 502 56,405 56,405 89.2 % 66.6 %

Total Wholly-Owned in Lease-up

20 13,518 10,146 1,445,169 1,084,509 68.0 % 57.7 %

Joint-Venture Stores

Arizona

1 606 62,200 39.2 % 0.0 %

California

1 619 59,529 79.0 % 0.0 %

New Jersey

1 873 74,521 45.3 % 0.0 %

Total Joint-Venture in Lease-up

3 2,098 196,250 53.6 % 0.0 %

Managed Stores

California

4 1,608 1,082 209,030 229,755 58.4 % 73.3 %

Colorado

3 2,033 207,376 60.9 % 0.0 %

Florida

1 595 70,675 30.8 % 0.0 %

Georgia

1 553 69,367 54.4 % 0.0 %

Illinois

1 672 673 46,417 46,417 83.6 % 55.1 %

Maryland

3 2,497 422 218,463 44,790 58.8 % 73.4 %

Massachusetts

1 902 70,106 56.7 % 0.0 %

Nevada

1 1,470 1,470 196,486 196,486 66.2 % 36.5 %

New York

2 1,453 348 100,634 33,764 47.6 % 32.9 %

North Carolina

3 1,130 103,594 58.1 % 0.0 %

Oregon

1 285 27,100 31.8 % 0.0 %

South Carolina

4 2,960 1,002 314,286 97,750 53.3 % 22.7 %

Texas

2 1,180 551 134,019 60,732 43.7 % 81.7 %

Utah

1 521 522 67,357 67,037 92.3 % 70.7 %

Virginia

2 1,054 1,058 105,594 106,126 91.6 % 60.3 %

Washington

1 692 600 80,680 54,935 76.0 % 4.9 %

Total Managed in Lease-up

31 19,605 7,728 2,021,184 937,792 59.8 % 52.9 %

Total Lease-up Stores

54 35,221 17,874 3,662,603 2,022,301 62.7 % 55.5 %

(1) Represents unit count as of December 31, 2015, which may differ from unit count as of December 31, 2014, due to unit conversions or expansions.
(2) Represents net rentable square feet as of December 31, 2015, which may differ from net rentable square feet as of December 31, 2014, due to unit conversions or expansions.

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Table of Contents
Item 3. Legal Proceedings

We are involved in various legal proceedings and are subject to various claims and complaints arising in the ordinary course of business. Because litigation is inherently unpredictable, the outcome of these matters cannot presently be determined with any degree of certainty. In accordance with applicable accounting guidance, management establishes an accrued liability for litigation when those matters present loss contingencies that are both probable and reasonably estimable. In such cases, there may be an exposure to loss in excess of any amounts accrued. The estimated loss, if any, is based upon currently available information and is subject to significant judgment, a variety of assumptions, and known and unknown uncertainties. Therefore, any estimate(s) of loss disclosed below represents what management believes to be an estimate of loss only for certain matters meeting these criteria and does not represent our maximum loss exposure. We could in the future incur judgments or enter into settlements of claims that could have a material adverse effect on our results of operations in any particular period, notwithstanding the fact that we are currently vigorously defending any legal proceedings against us.

We currently have several legal proceedings pending against us that include causes of action alleging wrongful foreclosure, violations of various state specific self-storage statutes, and violations of various consumer fraud acts. As a result of these litigation matters, we recorded a liability of $850,000 during the year ended December 31, 2014, which is included in other liabilities on the consolidated balance sheets.

Item 4. Mine Safety Disclosures

Not Applicable.

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Table of Contents

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock has been traded on the New York Stock Exchange (“NYSE”) under the symbol “EXR” since our IPO on August 17, 2004. Prior to that time there was no public market for our common stock.

The following table presents, for the periods indicated, the high and low sales price for our common stock as reported by the NYSE and the per share dividends declared:

Range Dividends
Declared

Year

Quarter

High Low

2014

1st $ 50.10 $ 41.48 $ 0.40
2nd 54.44 47.57 0.47
3rd 54.87 50.11 0.47
4th 60.56 51.10 0.47

2015

1st 67.65 57.11 0.47
2nd 70.50 63.54 0.59
3rd 77.51 65.82 0.59
4th 90.22 75.55 0.59

On February 18, 2016, the closing price of our common stock as reported by the NYSE was $84.55. At February 18, 2016, we had 335 holders of record of our common stock. Certain shares of the Company are held in “street” name and accordingly, the number of beneficial owners of such shares is not known or included in the foregoing number.

Holders of shares of common stock are entitled to receive distributions when declared by our board of directors out of any assets legally available for that purpose. As a REIT, we are required to distribute at least 90% of our “REIT taxable income,” which is generally equivalent to our net taxable ordinary income, determined without regard to the deduction for dividends paid to our stockholders annually in order to maintain our REIT qualification for U.S. federal income tax purposes.

Information about our equity compensation plans is incorporated by reference in Item 12 of Part III of this Annual Report on Form 10-K.

Unregistered Sales of Equity Securities

On April 15, 2015, we entered into a contribution agreement to acquire 22 stores located in Arizona and Texas (the “Properties”). The Properties include approximately 1.7 million square feet of net rentable space in approximately 13,500 self-storage units, which were approximately 81.7% occupied as of June 30, 2015. The aggregate consideration paid to acquire the Properties is valued at approximately $177.7 million, excluding transaction costs, including the issuance by the Operating Partnership to the contributors of 1,504,277 common Operating Partnership units (“OP Units”), with a total value of $101.7 million.

On June 18, 2015, our Operating Partnership issued 71,054 OP Units in connection with the acquisition of a store located in Florida. The store was acquired in exchange for the OP Units, valued at $4.8 million, and approximately $12.7 million of cash.

On October 1, 2015, the Company completed its previously announced acquisition of SmartStop, a public non-traded REIT pursuant to an Agreement and Plan of Merger, dated June 15, 2015. Under the terms of the

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Table of Contents

Merger Agreement, SmartStop shareholders received $13.75 per share in cash. Certain unit holders elected to exchange their SmartStop OP units for 376,848 of the Company’s OP units for a total value of approximately $25.5 million.

On November 13, 2015, our Operating Partnership issued 91,434 OP Units in connection with the acquisition of a store located in Texas. The store was acquired in exchange for the OP Units, valued at $7.2 million, and approximately $7.1 million of cash.

The terms of the OP Units are governed by the Operating Partnership’s Fourth Amended and Restated Agreement of Limited Partnership. The OP Units will be redeemable, at the option of the holders following the expiration of a lock-up period commencing on the date of issuance and ending on August 15, 2016, which redemption obligation may be satisfied, at our option, in cash or shares of our common stock.

The OP Units were issued in private placements in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Item 6. Selected Financial Data

The following table presents selected financial data and should be read in conjunction with the financial statements and notes thereto included in Item 8, “Financial Statements and Supplementary Data” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-K (amounts in thousands, except share and per share data).

For the Year Ended December 31,
2015 2014 2013 2012 2011

Revenues:

Property rental

$ 676,138 $ 559,868 $ 446,682 $ 346,874 $ 268,725

Tenant reinsurance, management fees and other income

106,132 87,287 73,931 62,522 61,105

Total revenues

782,270 647,155 520,613 409,396 329,830

Expenses:

Property operations

203,965 172,416 140,012 114,028 95,481

Tenant reinsurance

13,033 10,427 9,022 7,869 6,143

Acquisition related costs and severance

69,401 9,826 8,618 5,351 5,033

General and administrative

67,758 60,942 54,246 50,454 49,683

Depreciation and amortization

133,457 115,076 95,232 74,453 58,014

Total expenses

487,614 368,687 307,130 252,155 214,354

Income from operations

294,656 278,468 213,483 157,241 115,476

Interest expense

(98,992 ) (84,013 ) (73,034 ) (72,294 ) (69,062 )

Interest income

8,311 6,457 5,599 6,666 5,877

Loss on extinguishment of debt related to portfolio acquisition, gain (loss) on sale of real estate, earnout from prior acquisitions and property casualty loss, net

1,501 (12,009 ) (8,193 )

Income before equity in earnings of real estate ventures and income tax expense

205,476 188,903 137,855 91,613 52,291

Equity in earnings of unconsolidated real estate ventures

12,351 10,541 11,653 10,859 7,287

Equity in earnings of unconsolidated real estate ventures - gain on sale of real estate assets and purchase of joint venture partners’ interests

2,857 4,022 46,032 30,630

Income tax expense

(11,148 ) (7,570 ) (9,984 ) (5,413 ) (1,155 )

Net income

209,536 195,896 185,556 127,689 58,423

Noncontrolling interests in Operating Partnership and other noncontrolling interests

(20,062 ) (17,541 ) (13,480 ) (10,380 ) (7,974 )

Net income attributable to common stockholders

$ 189,474 $ 178,355 $ 172,076 $ 117,309 $ 50,449

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Table of Contents
For the Year Ended December 31,
2015 2014 2013 2012 2011

Earnings per common share

Basic

$ 1.58 $ 1.54 $ 1.54 $ 1.15 $ 0.55

Diluted

$ 1.56 $ 1.53 $ 1.53 $ 1.14 $ 0.54

Weighted average number of shares

Basic

119,816,743 115,713,807 111,349,361 101,766,385 92,097,008

Diluted

126,918,869 121,435,267 113,105,094 103,767,365 96,683,508

Cash dividends paid per common share

$ 2.24 $ 1.81 $ 1.45 $ 0.85 $ 0.56
As of December 31,
2015 2014 2013 2012 2011

Balance Sheet Data

Total assets

$ 6,071,407 $ 4,381,987 $ 3,977,140 $ 3,223,477 $ 2,517,524

Total notes payable, notes payable to trusts, exchangeable senior notes and lines of credit, net

$ 3,535,621 $ 2,349,764 $ 1,946,647 $ 1,577,599 $ 1,363,656

Noncontrolling interests

$ 283,527 $ 174,558 $ 173,425 $ 53,524 $ 54,814

Total stockholders’ equity

$ 2,089,077 $ 1,737,425 $ 1,758,470 $ 1,491,807 $ 1,018,947

Other Data

Net cash provided by operating activities

$ 367,329 $ 337,581 $ 271,259 $ 215,879 $ 144,164

Net cash used in investing activities

$ (1,625,664 ) $ (564,948 ) $ (366,976 ) $ (606,938 ) $ (251,919 )

Net cash provided by financing activities

$ 1,286,471 $ 148,307 $ 191,655 $ 395,360 $ 87,489

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Table of Contents
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report. We make statements in this section that are forward-looking statements within the meaning of the federal securities laws. For a complete discussion of forward-looking statements, see the section in this Form 10-K entitled “Statements Regarding Forward-Looking Information.” Certain risk factors may cause actual results, performance or achievements to differ materially from those expressed or implied by the following discussion. For a discussion of such risk factors, see the section in this Form 10-K entitled “Risk Factors.” Amounts in thousands, except share and per share data.

Overview

We are a fully integrated, self-administered and self-managed real estate investment trust, or REIT, formed to continue the business commenced in 1977 by Extra Space Storage LLC and its subsidiaries to own, operate, manage, acquire, develop and redevelop professionally managed stores.

At December 31, 2015, we owned, had ownership interests in, or managed 1,347 operating stores in 36 states, Washington, D.C. and Puerto Rico. Of these 1,347 operating stores, we owned 746, we held joint venture interests in 253 stores, and our taxable REIT subsidiary, Extra Space Management, Inc., operated an additional 348 stores that are owned by third parties. These operating stores contain approximately 101 million square feet of rentable space in approximately 896,000 units and currently serve a customer base of approximately 800,000 tenants.

Our stores are generally situated in convenient, highly visible locations clustered around large population centers such as Atlanta, Baltimore/Washington, D.C., Boston, Chicago, Dallas, Houston, Las Vegas, Los Angeles, Miami, New York City, Orlando, Philadelphia, Phoenix, St. Petersburg/Tampa and San Francisco/Oakland. These areas all enjoy above average population growth and income levels. The clustering of our assets around these population centers enables us to reduce our operating costs through economies of scale. We consider a store to be in the lease-up stage after it has been issued a certificate of occupancy, but before it has achieved stabilization. A store is considered to be stabilized once it has achieved an 80% occupancy rate for a full year measured as of January 1, or has been open for three years.

To maximize the performance of our stores, we employ industry-leading revenue management systems. Developed by our management team, these systems enable us to analyze, set and adjust rental rates in real time across our portfolio in order to respond to changing market conditions. We believe our systems and processes allow us to more proactively manage revenues.

We derive substantially all of our revenues from rents received from tenants under leases at each of our wholly-owned stores, from management fees on the stores we manage for joint-venture partners and unaffiliated third parties, and from our tenant reinsurance program. Our management fee is generally equal to approximately 6.0% of cash collected from total revenues generated by the managed stores. We also receive an asset management fee of 0.5% of the total asset value from one of our joint ventures.

We operate in competitive markets, often where consumers have multiple stores from which to choose. Competition has impacted, and will continue to impact, our store results. We experience seasonal fluctuations in occupancy levels, with occupancy levels generally higher in the summer months due to increased moving activity. Our operating results depend materially on our ability to lease available self-storage units, to actively manage unit rental rates, and on the ability of our tenants to make required rental payments. We believe that we are able to respond quickly and effectively to changes in local, regional and national economic conditions by adjusting rental rates through the combination of our revenue management team and our industry-leading technology systems.

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We continue to evaluate a range of new initiatives and opportunities in order to enable us to maximize stockholder value. Our strategies to maximize stockholder value include the following:

Maximize the performance of our stores through strategic, efficient and proactive management. We pursue revenue-generating and expense-minimizing opportunities in our operations. Our revenue management team seeks to maximize revenue by responding to changing market conditions through our advanced technology system’s ability to provide real-time, interactive rental rate and discount management. Our size allows us greater ability than the majority of our competitors to implement more effective online marketing programs, which we believe will attract more customers to our stores at a lower net cost.

Acquire stores. Our acquisitions team continues to pursue the acquisition of multi-store portfolios and single stores that we believe can provide stockholder value. We have established a reputation as a reliable, ethical buyer, which we believe enhances our ability to negotiate and close acquisitions. In addition, we believe our status as an UPREIT enables flexibility when structuring deals. We continue to see available acquisitions on which to bid and are seeing increasing prices. However, we remain a disciplined buyer and look for acquisitions that will strengthen our portfolio and increase stockholder value.

Expand our management business. Our management business enables us to generate increased revenues through management fees and expand our geographic footprint. We believe this expanded footprint enables us to reduce our operating costs through economies of scale. In addition, we see our management business as a future acquisition pipeline. We pursue strategic relationships with owners whose stores would enhance our portfolio in the event an opportunity arises to acquire such stores.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our financial statements have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. On an ongoing basis, we evaluate our estimates and assumptions, including those that impact our most critical accounting policies. We base our estimates and assumptions on historical experience and on various other factors that we believe are reasonable under the circumstances. Actual results may differ from these estimates. We believe the following are our most critical accounting policies:

CONSOLIDATION: Arrangements that are not controlled through voting or similar rights are accounted for as variable interest entities (“VIEs”). An enterprise is required to consolidate a VIE if it is the primary beneficiary of the VIE.

A VIE is created when (i) the equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support from other parties, or (ii) the entity’s equity holders as a group either: (a) lack the power, through voting or similar rights, to direct the activities of the entity that most significantly impact the entity’s economic performance, (b) are not obligated to absorb expected losses of the entity if they occur, or (c) do not have the right to receive expected residual returns of the entity if they occur. If an entity is deemed to be a VIE, the enterprise that is deemed to have a variable interest, or combination of variable interests, that provides the enterprise with a controlling financial interest in the VIE is considered the primary beneficiary and must consolidate the VIE.

We have concluded that under certain circumstances when we enter into arrangements for the formation of joint ventures, a VIE may be created under condition (i), (ii) (b) or (c) of the previous paragraph. For each VIE created, we have performed a qualitative analysis, including considering which party, if any, has the power to direct the activities most significant to the economic performance of each VIE and whether that party has the

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obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. If we are determined to be the primary beneficiary of the VIE, the assets, liabilities and operations of the VIE are consolidated with our financial statements. As of December 31, 2015, we had no consolidated VIEs. Additionally, our Operating Partnership has notes payable to three trusts that are VIEs under condition (ii)(a) above. Since the Operating Partnership is not the primary beneficiary of the trusts, these VIEs are not consolidated.

REAL ESTATE ASSETS: Real estate assets are stated at cost, less accumulated depreciation. Direct and allowable internal costs associated with the development, construction, renovation, and improvement of real estate assets are capitalized. Interest, property taxes, and other costs associated with development incurred during the construction period are capitalized.

Expenditures for maintenance and repairs are charged to expense as incurred. Major replacements and betterments that improve or extend the life of the asset are capitalized and depreciated over their estimated useful lives. Depreciation is computed using the straight-line method over the estimated useful lives of the buildings and improvements, which are generally between 5 and 39 years.

In connection with our acquisition of stores, the purchase price is allocated to the tangible and intangible assets and liabilities acquired based on their fair values, which are estimated using significant unobservable inputs. The value of the tangible assets, consisting of land and buildings, is determined as if vacant. Intangible assets, which represent the value of existing tenant relationships, are recorded at their fair values based on the avoided cost to replace the current leases. We measure the value of tenant relationships based on the rent lost due to the amount of time required to replace existing customers, which is based on our historical experience with turnover in our facilities. Debt assumed as part of an acquisition is recorded at fair value based on current interest rates compared to contractual rates. Acquisition-related transaction costs are expensed as incurred.

Intangible lease rights include: (1) purchase price amounts allocated to leases on three stores that cannot be classified as ground or building leases; these rights are amortized to expense over the term of the leases; and (2) intangibles related to ground leases on six stores where the ground leases were assumed by the Company at rates that were different than the current market rates for similar leases. The value associated with these assumed leases were recorded as intangibles, which will be amortized over the lease terms.

EVALUATION OF ASSET IMPAIRMENT: Long lived assets held for use are evaluated for impairment when events or circumstances indicate that there may be impairment. We review each store at least annually to determine if any such events or circumstances have occurred or exist. We focus on stores where occupancy and/or rental income have decreased by a significant amount. For these stores, we determine whether the decrease is temporary or permanent and whether the store will likely recover the lost occupancy and/or revenue in the short term. In addition, we review stores in the lease-up stage and compare actual operating results to original projections.

When we determine that an event that may indicate impairment has occurred, we compare the carrying value of the related long-lived assets to the undiscounted future net operating cash flows attributable to the assets. An impairment loss is recorded if the net carrying value of the assets exceeds the undiscounted future net operating cash flows attributable to the assets. The impairment loss recognized equals the excess of net carrying value over the related fair value of the assets.

When real estate assets are identified as held for sale, we discontinue depreciating the assets and estimate the fair value of the assets, net of selling costs. If the estimated fair value, net of selling costs, of the assets that have been identified as held for sale is less than the net carrying value of the assets, we would recognize a loss on the disposal group classified as held for sale. The operations of assets held for sale or sold during the period are presented as part of normal operations for all periods presented.

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INVESTMENTS IN UNCONSOLIDATED REAL ESTATE VENTURES: Our investments in real estate joint ventures where we have significant influence but not control, and joint ventures which are VIEs in which we are not the primary beneficiary, are recorded under the equity method of accounting on the accompanying consolidated financial statements.

Under the equity method, our investment in real estate ventures is stated at cost and adjusted for our share of net earnings or losses and reduced by distributions. Equity in earnings of real estate ventures is generally recognized based on our ownership interest in the earnings of each of the unconsolidated real estate ventures. For the purposes of presentation in the statement of cash flows, we follow the “look through” approach for classification of distributions from joint ventures. Under this approach, distributions are reported under operating cash flow unless the facts and circumstances of a specific distribution clearly indicate that it is a return of capital (e.g., a liquidating dividend or distribution of the proceeds from the joint venture’s sale of assets) in which case it is reported as an investing activity.

Our management assesses annually whether there are any indicators that the value of our investments in unconsolidated real estate ventures may be impaired and when events or circumstances indicate that there may be impairment. An investment is impaired if management’s estimate of the fair value of the investment, using significant unobservable inputs, is less than its carrying value. To the extent impairment has occurred and is considered to be other than temporary, the loss is measured as the excess of the carrying amount of the investment over the fair value of the investment.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES: The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting designation. Derivatives used to hedge the exposure to changes in the fair value of an asset, liability or firm commitment attributable to a particular risk, are considered fair value hedges. Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.

For derivatives designated as fair value hedges, changes in the fair value of the derivative and the hedged item related to the hedged risk are recognized in earnings. For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income, outside of earnings and subsequently reclassified to earnings when the hedged transaction affects earnings.

REVENUE AND EXPENSE RECOGNITION: Rental revenues are recognized as earned based upon amounts that are currently due from tenants. Leases are generally on month-to-month terms. Prepaid rents are recognized on a straight-line basis over the term of the leases. Promotional discounts are recognized as a reduction to rental income over the promotional period. Late charges, administrative fees, merchandise sales and truck rentals are recognized in income when earned. Management fee revenues are recognized monthly as services are performed and in accordance with the terms of the related management agreements. Equity in earnings of real estate entities is recognized based on our ownership interest in the earnings of each of the unconsolidated real estate entities. Interest income is recognized as earned.

Property expenses, including utilities, property taxes, repairs and maintenance and other costs to manage the facilities are recognized as incurred. We accrue for property tax expense based upon invoice amounts, estimates and historical trends. If these estimates are incorrect, the timing of expense recognition could be affected.

Tenant reinsurance premiums are recognized as revenue over the period of insurance coverage. We record an unpaid claims liability at the end of each period based on existing unpaid claims and historical claims payment history. The unpaid claims liability represents an estimate of the ultimate cost to settle all unpaid claims as of each period end, including both reported but unpaid claims and claims that may have been incurred but have not been reported. We use a third party claims administrator to adjust all tenant reinsurance claims received. The administrator evaluates each claim to determine the ultimate claim loss and includes an estimate for claims that may have been incurred but not reported. Annually, a third party actuary evaluates the adequacy of the unpaid

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claims liability. Prior year claim reserves are adjusted as experience develops or new information becomes known. The impact of such adjustments is included in the current period operations. The unpaid claims liability is not discounted to its present value. Each tenant chooses the amount of insurance coverage they want through the tenant reinsurance program. Tenants can purchase policies in amounts of two thousand dollars to ten thousand dollars of insurance coverage in exchange for a monthly fee. Our exposure per claim is limited by the maximum amount of coverage chosen by each tenant. We purchase reinsurance for losses exceeding a set amount on any one event. We do not currently have any amounts recoverable under the reinsurance arrangements.

INCOME TAXES: We have elected to be treated as a REIT under Sections 856 through 860 of the Internal Revenue Code. In order to maintain our qualification as a REIT, among other things, we are required to distribute at least 90% of our REIT taxable income to our stockholders and meet certain tests regarding the nature of our income and assets. As a REIT, we are not subject to federal income tax with respect to that portion of our income which meets certain criteria and is distributed annually to our stockholders. We plan to continue to operate so that we meet the requirements for taxation as a REIT. Many of these requirements, however, are highly technical and complex. If we were to fail to meet these requirements, we would be subject to federal income tax. We are subject to certain state and local taxes. Provision for such taxes has been included in income tax expense in our consolidated statements of operations.

We have elected to treat one of our corporate subsidiaries, Extra Space Management, Inc., as a taxable REIT subsidiary (“TRS”). In general, our TRS may perform additional services for tenants and generally may engage in any real estate or non-real estate related business. A TRS is subject to corporate federal income tax. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities. Interest and penalties relating to uncertain tax positions will be recognized in income tax expense when incurred.

RECENT ACCOUNTING PRONOUNCEMENTS

In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-08, “ Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ” Under this guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. The guidance also requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. The Company adopted this guidance effective January 1, 2015. We have not previously had discontinued operations and as such, this guidance did not have a significant impact on our consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers, ” which amends the guidance for revenue recognition to replace numerous, industry-specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. ASU 2014-09 outlines a five-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. ASU 2014-09 was originally effective for reporting periods beginning after December 15, 2016. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. In July 2015, the FASB approved a one-year deferral of the effective date of the standard. The new standard will now become effective for annual and interim periods beginning after December 15, 2017 with early adoption on the original effective date permitted. The Company has not yet selected a transition method. Management is currently assessing the impact of the adoption of ASU 2014-09 on our consolidated financial statements.

In February 2015, the FASB issued ASU 2015-02, “ Consolidation (Topic 810): Amendments to the Consolidation Analysis.” This guidance is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. ASU 2015-02 amends the criteria for determining if

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a service provider possesses a variable interest in a variable interest entity (“VIE”), and eliminates the presumption that a general partner should consolidate a limited partnership. We do not expect the adoption of this standard to materially impact its consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, “ Interest—Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs, ” which requires debt issuance costs related to a recognized debt liability to be presented as a direct deduction from the carrying amount of that debt liability. The new guidance only impacts financial statement presentation. The guidance is effective in the first quarter of 2016 and allows for early adoption. We adopted this guidance October 1, 2015 on a retrospective basis. As a result $20,120 of unamortized debt issuance costs that had been included in the Other assets line on the consolidated balance sheets as of December 31, 2014 are now presented as direct deductions from the carrying amounts of the related debt liabilities.

In April 2015, the FASB issued ASU 2015-05, “ Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)—Customers Accounting for Fees Paid in a Cloud Computing Arrangement, ” which provides guidance regarding the accounting for fees paid by a customer in cloud computing arrangements. If a cloud computing arrangement includes a software license, the payment of fees should be accounted for in the same manner as the acquisition of other software licenses. If there is no software license, the fees should be accounted for as a service contract. The guidance is effective in fiscal years beginning after December 15, 2015 and early adoption is permitted. An entity can elect to adopt the amendments either (1) prospectively to all arrangements entered into or materially modified after the effective date or (2) retrospectively. We do not expect the adoption of this standard to materially impact our consolidated financial statements.

In August 2015, the FASB issued ASU 2015-15, “Interest—Imputation of Interest (Subtopic 835-30) Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements,” which provides guidance regarding the classification of debt issuance costs associated with lines of credit. Specifically, deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement is allowed. We adopted this guidance effective October 1, 2015. We continued to present the debt issuance costs and related accumulated amortization relating to our lines of credit as assets.

RESULTS OF OPERATIONS

Comparison of the Year Ended December 31, 2015 to the Year Ended December 31, 2014

Overview

Results for the year ended December 31, 2015, included the operations of 999 stores (747 of which were consolidated and 252 of which were in joint ventures accounted for using the equity method) compared to the results for the year ended December 31, 2014, which included the operations of 828 stores (576 of which were consolidated and 252 of which were in joint ventures accounted for using the equity method).

Revenues

The following table presents information on revenues earned for the years indicated:

For the Year Ended
December 31,
2015 2014 $ Change % Change

Revenues:

Property rental

$ 676,138 $ 559,868 $ 116,270 20.8 %

Tenant reinsurance

71,971 59,072 12,899 21.8 %

Management fees and other income

34,161 28,215 5,946 21.1 %

Total revenues

$ 782,270 $ 647,155 $ 135,115 20.9 %

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Property Rental —The change in property rental revenues consists primarily of an increase of $69,622 associated with acquisitions completed in 2015 and 2014. We acquired 171 operating stores during 2015 and 51 stores during 2014. In addition, revenues increased by $47,560 as a result of increases in occupancy and rental rates to new and existing customers at our stabilized stores. We have seen no significant increase in overall customer renewal rates and our average length of stay is approximately 13.7 months. For existing customers we generally seek to increase rental rates approximately 7% to 10% at least annually. Rental rates to new tenants increased by approximately 8.9% over the prior year. Occupancy at our stabilized stores increased to 91.1% at December 31, 2015, as compared to 89.6% at December 31, 2014.

Tenant Reinsurance —The increase in tenant reinsurance revenues was partially due to the increase in overall customer participation to approximately 72.8% at December 31, 2015, compared to approximately 70.7% at December 31, 2014. In addition, we operated 1,347 stores at December 31, 2015, compared to 1,088 stores at December 31, 2014.

Management Fees and Other Income —Our taxable REIT subsidiary, Extra Space Management, Inc., manages stores owned by our joint ventures and third parties. Management fees generally represent 6.0% of cash collected from stores owned by third parties and unconsolidated joint ventures. We also earn an asset management fee from the Storage Portfolio I (“SPI”) joint venture, equal to 0.50% multiplied by the total asset value, provided certain conditions are met. The increase in management fees is due to an increase in the number of properties managed. At December 31, 2015, we managed 348 stores, compared to 260 stores at December 31, 2014.

Expenses

The following table presents information on expenses for the years indicated:

For the Year Ended
December 31,
2015 2014 $ Change % Change

Expenses:

Property operations

$ 203,965 $ 172,416 $ 31,549 18.3 %

Tenant reinsurance

13,033 10,427 2,606 25.0 %

Acquisition related costs

69,401 9,826 59,575 606.3 %

General and administrative

67,758 60,942 6,816 11.2 %

Depreciation and amortization

133,457 115,076 18,381 16.0 %

Total expenses

$ 487,614 $ 368,687 $ 118,927 32.3 %

Property Operations —The increase in property operations expense consists primarily of an increase of $26,236 related to acquisitions completed in 2015 and 2014. We acquired 171 operating stores during the year ended December 31, 2015 and 51 stores during the year ended December 31, 2014.

Tenant Reinsurance —Tenant reinsurance expense represents the costs that are incurred to provide tenant reinsurance. The change is due primarily to the increase in the number of stores we owned and/or managed. At December 31, 2015, we owned and/or managed 1,347 stores compared to 1,088 stores at December 31, 2014. In addition, there was an increase in overall customer participation to approximately 72.8% at December 31, 2015 from approximately 70.7% at December 31, 2014.

Acquisition Related Costs —These costs relate to acquisition activities during the periods indicated. The increase for the year ended December 31, 2015 when compared to the prior year was related primarily to the acquisition of SmartStop Self Storage Inc. (“SmartStop”) on October 1, 2015. As part of this acquisition, we recorded an expense of $38,360 related to defeasance costs and prepayment penalties incurred related to the repayment of SmartStop’s existing debt as of the acquisition date. We incurred $8,053 of professional fees/closing costs, $6,338 of severance-related costs, $1,327 of other payroll-related costs and $9,043 of other

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acquisition related costs as a result of the acquisition of SmartStop for a total of $63,121. Additionally, we acquired 49 other properties during the year ended December 31, 2015.

General and Administrative —General and administrative expenses primarily include all expenses not related to our stores, including corporate payroll, travel and professional fees. The expenses are recognized as incurred. General and administrative expense increased over the prior year primarily as a result of the costs related to the management of additional stores. During the year ended December 31, 2015, we acquired 171 stores, 161 of which we did not previously manage. During the year ended December 31, 2014, we acquired 51 stores, 30 of which we did not previously manage. We did not observe any material trends specific to payroll, travel or other expense that contributed significantly to the increase in general and administrative expenses apart from the increase due to the management of additional stores.

Depreciation and Amortization —Depreciation and amortization expense increased as a result of the acquisition of new stores. We acquired 171 operating stores during the year ended December 31, 2015, and 51 operating stores during the year ended December 31, 2014.

Other Income and Expenses

The following table presents information on other revenues and expenses for the years indicated:

For the Year Ended
December 31,
2015 2014 $ Change % Change

Other income and expenses:

Gain (loss) on sale of real estate and earnout from prior acquisitions

$ 1,501 $ (10,285 ) $ 11,786 (114.6 %)

Property casualty loss, net

(1,724 ) 1,724

Interest expense

(95,682 ) (81,330 ) (14,352 ) 17.6 %

Non-cash interest expense related to amortization of discount on equity component of exchangeable senior notes

(3,310 ) (2,683 ) (627 ) 23.4 %

Interest income

3,461 1,607 1,854 115.4 %

Interest income on note receivable from Preferred Operating Partnership unit holder

4,850 4,850

Equity in earnings of unconsolidated real estate ventures

12,351 10,541 1,810 17.2 %

Equity in earnings of unconsolidated real estate ventures—gain on sale of real estate assets and purchase of joint venture partners’ interests

2,857 4,022 (1,165 ) (29.0 %)

Income tax expense

(11,148 ) (7,570 ) (3,578 ) 47.3 %

Total other expense, net

$ (85,120 ) $ (82,572 ) $ (2,548 ) 3.1 %

Gain (Loss) on Sale of Real Estate and Earnout from Prior Acquisition— During 2011, we acquired a store located in Florida. As part of this acquisition, we agreed to make an additional cash payment to the sellers if the acquired store exceeded a specified amount of net rental income for any twelve-month period prior to June 30, 2015. At the acquisition date, $133 was recorded as the estimated amount that would be due, and we believed that it was unlikely that any significant additional payment would be made as a result of this earnout provision. Because the rental growth of the stores trended significantly higher than expected, we recorded additional liability of $2,500. This amount is included in gain (loss) on sale of real estate and earnout from prior acquisitions on our consolidated statements of operations for the year ended December 31, 2014. The $400 gain recorded during the year ended December 31, 2015 represents the adjustment needed to true up the existing liability to the amount owed to the sellers as of June 30, 2015.

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During the year ended December 31, 2015, we determined that one of our acquisitions was purchased at below its market value, and we therefore recorded a $1,101 gain, which represents the excess of the fair value of the store acquired over the consideration paid.

During 2012, we acquired a portfolio of ten stores. As part of this acquisition, we agreed to make an additional cash payment to the sellers if the acquired stores exceeded a specified amount of net rental income two years after the acquisition date. At the acquisition date, we believed that it was unlikely that any significant payment would be made as a result of this earnout provision. The rental growth of the stores was significantly higher than expected, resulting in a payment to the sellers of $7,785. This amount is included in gain (loss) on sale of real estate and earnout from prior acquisitions on our consolidated statements of operations for the year ended December 31, 2014.

Property Casualty Loss, Net —In October 2014, a store located in Venice, California, was damaged by a fire. As a result, we recorded a loss, net of insurance recoveries, of $1,724.

Interest Expense —Interest expense increased due to the increase in total amount of debt outstanding. This increase was partially offset by a decrease in the average interest rate. At December 31, 2015, our total face value of debt was $3,598,254, compared to a total face value of debt of $2,379,657 at December 31, 2014. The average interest rate was 3.1% as of December 31, 2015, compared to 3.4% as of December 31, 2014.

Non-cash Interest Expense Related to Amortization of Discount on Equity Component of Exchangeable Senior Notes —Represents the amortization of the discount related to the equity component of the exchangeable senior notes issued by our Operating Partnership. In June 2013, our Operating Partnership issued $250,000 of its 2.375% Exchangeable Senior Notes due 2033 (the “2013 Notes”). In September 2015, our Operating Partnership issued $575,000 of its 3.125% Exchangeable Senior Notes due 2035 (the “2015 Notes”), and repurchased $164,636 principal amount of the 2013 Notes. Both the 2013 Notes and the 2015 Notes have effective interest rates of 4.0%.

Interest Income —Interest income represents amounts earned on cash and cash equivalents deposited with financial institutions and interest earned on notes receivable. The increase relates primarily to the increase in the average balance of notes receivable when compared to the prior year and an increase in our average cash balance. As part of the SmartStop acquisition on October 1, 2015, we issued an $84,331 note receivable that accrues interest at 7.0% annually. We recorded approximately $1,476 of interest income related to this note receivable during the year ended December 31, 2015.

Interest Income on Note Receivable from Preferred Operating Partnership Unit Holder —Represents interest on a $100,000 loan to the holder of the Operating Partnership’s Series A Participating Redeemable Preferred Units (the “Series A Units”).

Equity in Earnings of Unconsolidated Real Estate Ventures —Equity in earnings of unconsolidated real estate ventures represents the income earned through our ownership interests in unconsolidated joint ventures. The increase in equity in earnings for the year ended December 31, 2015 was due primarily to increases in revenue at the stores owned by the joint ventures.

Equity in Earnings of Unconsolidated Real Estate Ventures—Gain on Sale of Real Estate Assets and Purchase of Joint Venture Partners’ Interests — During March 2015, one of our joint ventures sold a store located in New York to a third party and recognized a gain of $60,495. We recognized our 2.0% share of this gain, or $1,228. Additionally, in March 2015 we acquired a joint venture partner’s 82.4% equity interest in an existing joint venture. We previously held the remaining 17.6% equity interest in this joint venture. Prior to the acquisition, we accounted for our equity interest in this joint venture as an equity-method investment. We recognized a non-cash gain of $1,629 during the three months ended March 31, 2015 as a result of re-measuring the fair value of our equity interest in this joint venture held before the acquisition.

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In December 2013 and May 2014, as part of a larger acquisition, we acquired our joint venture partners’ 60% to 65% equity interests in six stores located in California. We previously held the remaining 35% to 40% interests in these stores through six separate joint ventures with affiliates of Grupe Properties Co. Inc. (“Grupe”). Prior to the acquisition, we accounted for our interests in these joint ventures as equity-method investments. We recognized a non-cash gain of $3,438 during the year ended December 31, 2014, as a result of re-measuring the fair value of our equity interest in one of these joint ventures held before the acquisition. During the year ended December 31, 2014, we recorded an additional gain of $584 as a result of the final cash distributions received from the other five joint ventures associated with the acquisitions that were completed during 2013.

Income Tax Expense —The increase in income tax expense relates primarily to an increase in income earned by our Taxable REIT Subsidiary (“TRS”) when compared to the same periods in the prior year. Additionally, during the year ended December 31, 2014, we recorded the initial tax benefit related to a royalty fee that we charge quarterly to our captive insurance subsidiary, which reduced the tax expense for that period.

Net Income Allocated to Noncontrolling Interests

The following table presents information on net income allocated to noncontrolling interests for the years indicated:

For the Year Ended
December 31,
2015 2014 $ Change % Change

Net income allocated to noncontrolling interests:

Net income allocated to Preferred Operating Partnership noncontrolling interests

$ (11,718 ) $ (10,991 ) $ (727 ) 6.6 %

Net income allocated to Operating Partnership and other noncontrolling interests

(8,344 ) (6,550 ) (1,794 ) 27.4 %

Total income allocated to noncontrolling interests:

$ (20,062 ) $ (17,541 ) $ (2,521 ) 14.4 %

Net Income Allocated to Preferred Operating Partnership Noncontrolling Interests —In December 2014, as part of the acquisition of a single store, our Operating Partnership issued 548,390 Series D Redeemable Preferred Units (“Series D Units”). The Series D Units have a liquidation value of $25.00 per unit, and receive distributions at an annual rate of 5.0%.

In December 2013 and May 2014, as part of a portfolio acquisition, our Operating Partnership issued 704,016 Series C Convertible Redeemable Preferred Units (“Series C Units”). The Series C Units have a liquidation value of $42.10 per unit. From issuance until the fifth anniversary of issuance, the Series C Units receive distributions at an annual rate of $0.18 plus the then-payable quarterly distribution per OP Unit.

In April 2014, as part of a single store acquisition, our Operating Partnership issued 333,360 Series B Redeemable Preferred Units (“Series B Units”). During August and September 2013, as part of a portfolio acquisition, our Operating Partnership issued 1,342,727 Series B Units. The Series B Units have a liquidation value of $25.00 per unit and receive distributions at an annual rate of 6.0%.

Income allocated to the Preferred Operating Partnership noncontrolling interests for the year ended December 31, 2015 and 2014 represents the fixed distributions paid to the holders of the Series A Units, Series B Units, Series C Units and Series D Units, plus approximately 0.7% of the remaining net income allocated to the holders of the Series A Units.

Net Income Allocated to Operating Partnership and Other Noncontrolling Interests —Income allocated to the Operating Partnership represents approximately 4.2% and 3.5% of net income after the allocation of the fixed distribution paid to the Preferred Operating Partnership unit holders for the years ended December 31, 2015 and 2014, respectively. The percentage of net income allocated to the Operating Partnership noncontrolling interest increased due to OP Units issued in conjunction with acquisitions during 2015.

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Comparison of the Year Ended December 31, 2014 to the Year Ended December 31, 2013

Overview

Results for the year ended December 31, 2014, included the operations of 828 stores (576 of which were consolidated and 252 of which were in joint ventures accounted for using the equity method) compared to the results for the year ended December 31, 2013, which included the operations of 779 stores (525 of which were consolidated and 254 of which were in joint ventures accounted for using the equity method).

Revenues

The following table presents information on revenues earned for the years indicated:

For the Year Ended December 31,
2014 2013 $ Change % Change

Revenues:

Property rental

$ 559,868 $ 446,682 $ 113,186 25.3 %

Tenant reinsurance

59,072 47,317 11,755 24.8 %

Management fees and other income

28,215 26,614 1,601 6.0 %

Total revenues

$ 647,155 $ 520,613 $ 126,542 24.3 %

Property Rental —The change in property rental revenues consists primarily of an increase of $83,651 associated with acquisitions completed in 2014 and 2013. We acquired 51 operating stores during 2014 and 78 operating stores during 2013. In addition, revenues increased by $29,531 as a result of increases in occupancy and rental rates to existing customers at our stabilized stores. We have seen no significant increase in overall customer renewal rates and our average length of stay is approximately 12.9 months. For existing customers we generally seek to increase rental rates approximately 7% to 10% at least annually. Occupancy at our stabilized stores increased to 91.0% at December 31, 2014, as compared to 88.4% at December 31, 2013. Rental rates to new tenants increased by approximately 3.9% over the same period in the prior year.

Tenant Reinsurance —The increase in tenant reinsurance revenues was partially due to the increase in overall customer participation to approximately 70.7% at December 31, 2014, compared to approximately 68.7% at December 31, 2013. In addition, we operated 1,088 stores at December 31, 2014, compared to 1,029 stores at December 31, 2013.

Management Fees and Other Income —Our taxable REIT subsidiary, Extra Space Management, Inc., manages stores owned by our joint ventures and third parties. Management fees generally represent 6.0% of cash collected from stores owned by third parties and unconsolidated joint ventures. We also earn an asset management fee from the Storage Portfolio I (“SPI”) joint venture, equal to 0.50% multiplied by the total asset value, provided certain conditions are met. The increase in management fees is due to increased revenues at the managed stores.

Expenses

The following table presents information on expenses for the years indicated:

For the Year Ended
December 31,
2014 2013 $ Change % Change

Expenses:

Property operations

$ 172,416 $ 140,012 $ 32,404 23.1 %

Tenant reinsurance

10,427 9,022 1,405 15.6 %

Acquisition related costs

9,826 8,618 1,208 14.0 %

General and administrative

60,942 54,246 6,696 12.3 %

Depreciation and amortization

115,076 95,232 19,844 20.8 %

Total expenses

$ 368,687 $ 307,130 $ 61,557 20.0 %

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Property Operations —The increase in property operations expense consists primarily of an increase of $30,036 related to acquisitions completed in 2014 and 2013. We acquired 51 operating stores during the year ended December 31, 2014 and 78 operating stores during the year ended December 31, 2013.

Tenant Reinsurance —Tenant reinsurance expense represents the costs that are incurred to provide tenant reinsurance. The change is due primarily to the increase in the number of stores we owned and/or managed. At December 31, 2014, we owned and/or managed 1,088 stores compared to 1,029 stores at December 31, 2013. In addition, there was an increase in overall customer participation to approximately 70.7% at December 31, 2014 from approximately 68.7% at December 31, 2013.

Acquisition Related Costs —These costs relate to acquisition activities during the periods indicated. The increase for the year ended December 31, 2014 when compared to the prior year was related primarily to the expense of $3,550 of defeasance costs paid in an acquisition in December 2014. This increase was offset by a decrease in the number of stores acquired. We acquired 51 operating stores during 2014, compared to 78 operating stores acquired during 2013.

General and Administrative —General and administrative expenses primarily include all expenses not related to our stores, including corporate payroll, travel and professional fees. The expenses are recognized as incurred. General and administrative expense increased over the prior year primarily as a result of the costs related to the management of additional stores. During the year ended December 31, 2014, we acquired 52 stores, 30 of which we did not previously manage. During the year ended December 31, 2013, we acquired 78 stores, 47 of which we did not previously manage. We did not observe any material trends specific to payroll, travel or other expense that contributed significantly to the increase in general and administrative expenses apart from the increase due to the management of additional stores.

Depreciation and Amortization —Depreciation and amortization expense increased as a result of the acquisition of new stores. We acquired 51 operating stores during the year ended December 31, 2014, and 78 stores during the year ended December 31, 2013.

Other Income and Expenses

The following table presents information on other revenues and expenses for the years indicated:

For the Year Ended
December 31,
2014 2013 $ Change % Change

Other income and expenses:

Gain (loss) on sale of real estate and earnout from prior acquisitions

$ (10,285 ) $ 960 $ (11,245 ) (1,171.4 %)

Property casualty loss, net

(1,724 ) (1,724 ) 100.0 %

Loss on extinguishment of debt related to portfolio acquisition

(9,153 ) 9,153 (100.0 %)

Interest expense

(81,330 ) (71,630 ) (9,700 ) 13.5 %

Non-cash interest expense related to amortization of discount on equity component of exchangeable senior notes

(2,683 ) (1,404 ) (1,279 ) 91.1 %

Interest income

1,607 749 858 114.6 %

Interest income on note receivable from Preferred Operating Partnership unit holder

4,850 4,850

Equity in earnings of unconsolidated real estate ventures

10,541 11,653 (1,112 ) (9.5 %)

Equity in earnings of unconsolidated real estate ventures—gain on sale of real estate assets and purchase of joint venture partners’ interests

4,022 46,032 (42,010 ) (91.3 %)

Income tax expense

(7,570 ) (9,984 ) 2,414 (24.2 %)

Total other expense, net

$ (82,572 ) $ (27,927 ) $ (54,645 ) 195.7 %

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Gain (Loss) on Sale of Real Estate and Earnout from Prior Acquisitions —During 2011, we acquired a store located in Florida. As part of this acquisition, we agreed to make an additional cash payment to the sellers if the acquired store exceeded a specified amount of net rental income for any twelve-month period prior to June 30, 2015. At the acquisition date, $133 was recorded as the estimated amount that would be due, and we believed that it was unlikely that any significant additional payment would be made as a result of this earnout provision. Because the rental growth of the store was trending significantly higher than expected, we estimated that an additional earnout payment of $2,500 would be due to the seller. This amount is included in gain (loss) on sale of real estate and earnout from prior acquisitions on our consolidated statements of operations for the year ended December 31, 2014.

During 2012, we acquired a portfolio of ten stores. As part of this acquisition, we agreed to make an additional cash payment to the sellers if the acquired stores exceeded a specified amount of net rental income two years after the acquisition date. At the acquisition date, we believed that it was unlikely that any significant payment would be made as a result of this earnout provision. The rental growth of the stores was significantly higher than expected, resulting in a payment to the sellers of $7,785. This amount is included in gain (loss) on sale of real estate and earnout from prior acquisitions on our consolidated statements of operations for the year ended December 31, 2014.

The gain on sale of real estate assets recorded for the year ended December 31, 2013 was related to two transactions: (1) we recorded a gain of $800 as a result of the condemnation of a portion of land in California that resulted from eminent domain, and (2) we recorded a gain of $160 as a result of the sale of one store in Florida for $3,250 in cash.

Property Casualty Loss, Net —In October 2014, a store located in Venice, California, was damaged by a fire. As a result, we recorded a loss, net of insurance recoveries, of $1,724.

Loss on Extinguishment of Debt Related to Portfolio Acquisition —The loss on extinguishment of debt occurred as part of a loan assumption and immediate defeasance upon closing of a portfolio acquisition during the year ended December 31, 2013.

Interest Expense —Interest expense increased due to the increase in total amount of debt outstanding. This increase was partially offset by a decrease in the average interest rate. At December 31, 2014, our total face value of debt was $2,379,657 compared to total face value of debt of $1,958,586 at December 31, 2013. The average interest rate was 3.4% as of December 31, 2014, compared to 3.8% as of December 31, 2013.

Non-cash Interest Expense Related to Amortization of Discount on Equity Component of Exchangeable Senior Notes —Represents the amortization of the discount related to the equity component of the exchangeable senior notes issued by our Operating Partnership, which reflects the 4.0% effective interest rate relative to the carrying amount of the liability. In June 2013, our Operating Partnership issued $250,000 of its 2013 Notes.

Interest Income —Interest income represents amounts earned on cash and cash equivalents deposited with financial institutions and interest earned on notes receivable. The increase relates primarily to the increase in the average balance of notes receivable when compared to the prior year.

Interest Income on Note Receivable from Preferred Operating Partnership Unit Holder —Represents interest on a $100,000 loan to the holder of the Operating Partnership’s Series A Units.

Equity in Earnings of Unconsolidated Real Estate Ventures —Equity in earnings of unconsolidated real estate ventures represents the income earned through our ownership interests in unconsolidated joint ventures. The decrease was due to the acquisition of our joint venture partners’ interests in several joint ventures during 2013. There were 252 operating stores owned by unconsolidated real estate ventures as of December 31, 2014, compared to 254 stores as of December 31, 2013, and 280 as of December 31, 2012.

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Equity in Earnings of Unconsolidated Real Estate Ventures—Gain on Sale of Real Estate Assets and Purchase of Joint Venture Partners’ Interests —In December 2013 and May 2014, as part of a larger acquisition, we acquired our joint venture partners’ 60% to 65% equity interests in six stores located in California. We previously held the remaining 35% to 40% interests in these stores through six separate joint ventures with affiliates of Grupe. Prior to the acquisition, we accounted for our interests in these joint ventures as equity-method investments. We recognized a non-cash gain of $3,438 during the year ended December 31, 2014, as a result of re-measuring the fair value of our equity interest in one of these joint ventures held before the acquisition. During the year ended December 31, 2014, we recorded an additional gain of $584 as a result of the final cash distributions received from the other five joint ventures associated with the acquisitions that were completed during 2013. We recognized non-cash gains of $9,339 during the year ended December 31, 2013, which represented the increase in the fair values of our prior interests in the Grupe joint ventures from their formations to the acquisition dates.

On November 1, 2013, we acquired an additional 49% equity interest from our joint venture partners, which retained a 1% interest in the HSRE-ESP IA, LLC joint venture (“HSRE”) that owns 19 stores. This transaction resulted in a non-cash gain of $34,136, which represents the increase in the fair value of our 50% interest in HSRE from the formation of the joint venture to the acquisition date.

In February 2013, we acquired our partners’ equity interests in two joint ventures that each held one store. As a result of the acquisitions, we recognized non-cash gains of $2,556, which represents the increase in the fair values of our prior interests in the joint ventures from their formations to the acquisition dates.

Income Tax Expense — The decrease in income tax expense relates primarily to a royalty charged to the insurance captive by the Operating Partnership for access to and use of customer lists and intellectual property. The effect of this change lowered the taxable income of the TRS.

Net Income Allocated to Noncontrolling Interests

The following table presents information on net income allocated to noncontrolling interests for the years indicated:

For the Year Ended
December 31,
2014 2013 $ Change % Change

Net income allocated to noncontrolling interests:

Net income allocated to Preferred Operating Partnership noncontrolling interests

$ (10,991 ) $ (8,006 ) $ (2,985 ) 37.3 %

Net income allocated to Operating Partnership and other noncontrolling interests

(6,550 ) (5,474 ) (1,076 ) 19.7 %

Total income allocated to noncontrolling interests:

$ (17,541 ) $ (13,480 ) $ (4,061 ) 30.1 %

Net Income Allocated to Preferred Operating Partnership Noncontrolling Interests —In December 2014, as part of the acquisition of a single store, our Operating Partnership issued 548,390 Series D Units. The Series D Units have a liquidation value of $25.00 per unit, and receive distributions at an annual rate of 5.0%.

In December 2013 and May 2014, as part of a portfolio acquisition, our Operating Partnership issued 704,016 Series C Convertible Redeemable Preferred Units (“Series C Units”). The Series C Units have a liquidation value of $42.10 per unit. From issuance until the fifth anniversary of issuance, the Series C Units receive distributions at an annual rate of $0.18 plus the then-payable quarterly distribution per common OP Unit.

In April 2014, as part of a single store acquisition, our Operating Partnership issued 333,360 Series B Units. During August and September 2013, as part of a portfolio acquisition, our Operating Partnership issued 1,342,727 Series B Units. The Series B Units have a liquidation value of $25.00 per unit and receive distributions at an annual rate of 6.0%.

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Income allocated to the Preferred Operating Partnership noncontrolling interests for the year ended December 31, 2014 represents the fixed distributions paid to the holders of the Series A Units, Series B Units, Series C Units and Series D Units, plus approximately 0.7% of the remaining net income allocated to the holders of the Series A Units.

Net Income Allocated to Operating Partnership and Other Noncontrolling Interests —Income allocated to the Operating Partnership represents approximately 3.5% and 3.6% of net income after the allocation of the fixed distribution paid to the Preferred Operating Partnership unit holders for the years ended December 31, 2014 and 2013, respectively.

FUNDS FROM OPERATIONS

FFO provides relevant and meaningful information about our operating performance that is necessary, along with net income and cash flows, for an understanding of our operating results. We believe FFO is a meaningful disclosure as a supplement to net earnings. Net earnings assume that the values of real estate assets diminish predictably over time as reflected through depreciation and amortization expenses. The values of real estate assets fluctuate due to market conditions and we believe FFO more accurately reflects the value of our real estate assets. FFO is defined by the National Association of Real Estate Investment Trusts, Inc. (“NAREIT”) as net income computed in accordance with U.S. generally accepted accounting principles (“GAAP”), excluding gains or losses on sales of operating stores and impairment write-downs of depreciable real estate assets, plus depreciation and amortization and after adjustments to record unconsolidated partnerships and joint ventures on the same basis. We believe that to further understand our performance, FFO should be considered along with the reported net income and cash flows in accordance with GAAP, as presented in the consolidated financial statements.

The computation of FFO may not be comparable to FFO reported by other REITs or real estate companies that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently. FFO does not represent cash generated from operating activities determined in accordance with GAAP, and should not be considered as an alternative to net income as an indication of our performance, as an alternative to net cash flow from operating activities as a measure of our liquidity, or as an indicator of our ability to make cash distributions.

The following table presents the calculation of FFO for the periods indicated:

For the Year Ended
December 31,
2015 2014 2013

Net income attributable to common stockholders

$ 189,474 $ 178,355 $ 172,076

Adjustments:

Real estate depreciation

115,924 96,819 78,943

Amortization of intangibles

11,094 12,394 11,463

(Gain) loss on sale of real estate and earnout from prior acquisitions

(1,501 ) 10,285 (960 )

Unconsolidated joint venture real estate depreciation and amortization

4,233 4,395 5,676

Unconsolidated joint venture gain on sale of real estate and purchase of partners’ interests

(2,857 ) (4,022 ) (46,032 )

Distributions paid on Series A Preferred Operating Partnership units

(5,088 ) (5,750 ) (5,750 )

Income allocated to Operating Partnership noncontrolling interests

20,064 17,530 13,431

Funds from operations attributable to common stockholders

$ 331,343 $ 310,006 $ 228,847

SAME-STORE RESULTS

We consider our same-store portfolio to consist of only those stores which were wholly-owned at the beginning and at the end of the applicable periods presented that had achieved stabilization as of the first day of

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such period. The following tables present operating data for our same-store portfolio. We consider the following same-store presentation to be meaningful in regards to the stores shown below because these results provide information relating to store level operating changes without the effects of acquisitions or completed developments.

Comparison of the Year Ended December 31, 2015 to the Year Ended December 31, 2014

For the Three Months
Ended December 31,
Percent
Change
For the Year Ended
December 31,
Percent
Change
2015 2014 2015 2014

Same-store rental and tenant reinsurance revenues

$ 151,761 $ 138,471 9.6 % $ 590,979 $ 540,664 9.3 %

Same-store operating and tenant reinsurance expenses

41,702 39,802 4.8 % 166,166 161,135 3.1 %

Same-store net operating income

$ 110,059 $ 98,669 11.5 % $ 424,813 $ 379,529 11.9 %

Non same-store rental and tenant reinsurance revenues

$ 63,806 $ 21,665 194.5 % $ 157,130 $ 78,276 100.7 %

Non same-store operating and tenant reinsurance expenses

$ 21,146 $ 5,838 262.2 % $ 50,832 $ 21,708 134.2 %

Total rental and tenant reinsurance revenues

$ 215,567 $ 160,136 34.6 % $ 748,109 $ 618,940 20.9 %

Total operating and tenant reinsurance expenses

$ 62,848 $ 45,640 37.7 % $ 216,998 $ 182,843 18.7 %

Same-store square foot occupancy as of quarter end

92.9 % 91.4 % 92.9 % 91.4 %

Properties included in same-store

503 503 503 503

The increases in same-store rental and tenant reinsurance revenues for the three months and year ended December 31, 2015, as compared to the same periods ended December 31, 2014, were due primarily to an increase in occupancy, an increase in rental rates to new and existing customers, and reduced customer discounts. Expenses were higher for the year ended December 31, 2015 due to increases in tenant reinsurance expense, credit card merchant fees and property taxes. Increases were offset by decreases in utility expenses and property insurance expense.

Comparison of the Year Ended December 31, 2014 to the Year Ended December 31, 2013

For the Three Months
Ended December 31,
Percent
Change
For the Year Ended
December 31,
Percent
Change
2014 2013 2014 2013

Same-store rental and tenant reinsurance revenues

$ 121,819 $ 113,546 7.3 % $ 477,884 $ 444,353 7.5 %

Same-store operating and tenant reinsurance expenses

34,669 33,942 2.1 % 139,835 135,547 3.2 %

Same-store net operating income

$ 87,150 $ 79,604 9.5 % $ 338,049 $ 308,806 9.5 %

Non same-store rental and tenant reinsurance revenues

$ 38,317 $ 21,684 76.7 % $ 141,056 $ 49,646 184.1 %

Non same-store operating and tenant reinsurance expenses

$ 10,971 $ 5,832 88.1 % $ 43,008 $ 13,487 218.9 %

Total rental and tenant reinsurance revenues

$ 160,136 $ 135,230 18.4 % $ 618,940 $ 493,999 25.3 %

Total operating and tenant reinsurance expenses

$ 45,640 $ 39,774 14.7 % $ 182,843 $ 149,034 22.7 %

Same-store square foot occupancy as of quarter end

91.4 % 89.5 % 91.4 % 89.5 %

Properties included in same-store

442 442 442 442

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The increases in same-store rental and tenant reinsurance revenues for the three months and year ended December 31, 2014, as compared to the same periods ended December 31, 2013, were due primarily to an increase in occupancy, a decrease in discounts to new customers, and an average increase of 4.0% to 5.0% in incoming rates to new tenants. Expenses were higher for the year ended December 31, 2014 due to increases in office expense, property taxes and repairs and maintenance. These expenses were partially offset by a decrease in property insurance in the three months and year ended December 31, 2014.

CASH FLOWS

Comparison of the Year Ended December 31, 2015 to the Year Ended December 31, 2014

Cash provided by operating activities was $367,329 and $337,581 for the years ended December 31, 2015 and 2014, respectively. The change when compared to the prior year was primarily due to a $13,640 increase in net income and an increase in depreciation and amortization expense of $18,381. These increases were partially offset by a decrease in the change in accounts payable and accrued liabilities of $4,812.

Cash used in investing activities was $1,625,664 and $564,948 for the years ended December 31, 2015 and 2014, respectively. The change was primarily the result of an increase of $1,200,853 paid for the acquisition of SmartStop in October 2015. There was also an increase of $55,073 in cash used to purchase/issue notes receivable. These increases in cash outflows were partially offset by an increase of $45,080 in cash received as returns of investments in unconsolidated real estate ventures.

Cash provided by financing activities was $1,286,471 and $148,307 for the years ended December 31, 2015 and 2014, respectively. The net increase was due to a number of factors, including an increase of $1,204,138 in the cash proceeds received from the issuance of notes payable and lines of credit, an increase of $446,877 in the cash proceeds received from the sale of common stock, and an increase of $563,500 in the net proceeds from the issuance of exchangeable senior notes. These increases in cash inflows were offset by an increase of $780,442 of cash paid for principal payments on notes payable and lines of credit, an increase of $227,212 in cash paid to repurchase existing exchangeable senior notes, and an increase of $59,211 in cash paid as dividends on our common stock.

Comparison of the Year Ended December 31, 2014 to the Year Ended December 31, 2013

Cash provided by operating activities was $337,581 and $271,259 for the years ended December 31, 2014 and 2013, respectively. The change when compared to the prior year was primarily due to a decrease of $42,594 in non-cash gains related to purchases of joint venture partners’ interests. There was also a $10,340 increase in net income and an increase in depreciation and amortization of $19,844. These increases were partially offset by a decrease in the loss on extinguishment of debt related to portfolio acquisition of $9,153.

Cash used in investing activities was $564,948 and $366,976 for the years ended December 31, 2014 and 2013, respectively. The change was primarily the result of an increase of $153,579 in the amount of cash used to acquire new stores in 2014 when compared to 2013. There was also an increase of $24,258 in cash used to purchase/issue notes receivable, and an increase of $17,062 in cash used in the development and redevelopment of real estate assets.

Cash provided by financing activities was $148,307 and $191,655 for the years ended December 31, 2014 and 2013, respectively. The net decrease was due to a number of factors, including a decrease of $205,988 in the cash proceeds received from the sale of common stock, a decrease of $246,250 in the proceeds from issuance of exchangeable senior notes, and an increase of $47,077 in cash paid as dividends on common stock. These decreases were offset by an increase of $335,479 in the proceeds from notes payable and lines of credit, and a decrease of $131,244 in principal payments on notes payable and lines of credit.

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LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2015, we had $75,799 available in cash and cash equivalents. We intend to use this cash for acquisitions, to repay debt scheduled to mature in 2015 and for general corporate purposes. We are required to distribute at least 90% of our net taxable income, excluding net capital gains, to our stockholders on an annual basis to maintain our qualification as a REIT.

Our cash and cash equivalents are held in accounts managed by third party financial institutions and consist of invested cash and cash in our operating accounts. During 2015, we experienced no loss or lack of access to our cash or cash equivalents; however, there can be no assurance that access to our cash and cash equivalents will not be impacted by adverse conditions in the financial markets.

The following table presents information on our lines of credit for the period presented. All of our lines of credit are guaranteed by us and secured by mortgages on certain real estate assets.

As of December 31, 2015
Amount Interest Origination

Line of Credit

Drawn Capacity Rate Date Maturity Basis Rate (1) Notes

Credit Line 1

$ 36,000 $ 180,000 2.1 % 6/4/2010 6/30/2018 LIBOR plus 1.7 % (2 )

Credit Line 2

50,000 2.2 % 11/16/2010 2/13/2017 LIBOR plus 1.8 % (3 )

Credit Line 3

80,000 2.1 % 4/29/2011 11/18/2016 LIBOR plus 1.7 % (3 )

Credit Line 4

50,000 2.1 % 9/29/2014 9/29/2017 LIBOR plus 1.7 % (3 )

$ 36,000 $ 360,000

(1) 30-day USD LIBOR
(2) One two-year extension available
(3) Two one-year extensions available

As of December 31, 2015, we had $3,598,254 face value of debt, resulting in a debt to total capitalization ratio of 23.2%. As of December 31, 2015, the ratio of total fixed rate debt and other instruments to total debt was 68.6% (including $1,527,386 on which we have interest rate swaps that have been included as fixed-rate debt). The weighted average interest rate of the total of fixed and variable rate debt at December 31, 2015 was 3.1%. Certain of our real estate assets are pledged as collateral for our debt. We are subject to certain restrictive covenants relating to our outstanding debt. We were in compliance with all financial covenants at December 31, 2015.

We expect to fund our short-term liquidity requirements, including operating expenses, recurring capital expenditures, dividends to stockholders, distributions to holders of OP Units and interest on our outstanding indebtedness out of our operating cash flow, cash on hand and borrowings under our Credit Lines. In addition, we are pursuing additional term loans secured by unencumbered stores.

Our liquidity needs consist primarily of cash distributions to stockholders, store acquisitions, principal payments under our borrowings and non-recurring capital expenditures. We may from time to time seek to repurchase our outstanding debt, shares of common stock or other securities in open market purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. In addition, we evaluate, on an ongoing basis, the merits of strategic acquisitions and other relationships, which may require us to raise additional funds. We do not expect that our operating cash flow will be sufficient to fund our liquidity needs and instead expect to fund such needs out of additional borrowings of secured or unsecured indebtedness, joint ventures with third parties, and from the proceeds of public and private offerings of equity and debt. Additional capital may not be available on terms favorable to us or at all. Any additional issuance of equity or equity-linked securities may result in dilution to our stockholders. In addition, any new securities we issue could have rights, preferences and

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privileges senior to holders of our common stock. We may also use OP Units as currency to fund acquisitions from self-storage owners who desire tax-deferral in their exiting transactions.

OFF-BALANCE SHEET ARRANGEMENTS

Except as disclosed in the notes to our financial statements, we do not currently have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purposes entities, which typically are established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Further, except as disclosed in the notes to our financial statements, we have not guaranteed any obligations of unconsolidated entities nor do we have any commitments or intent to provide funding to any such entities. Accordingly, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in these relationships.

CONTRACTUAL OBLIGATIONS

The following table presents information on future payments due by period as of December 31, 2015:

Payments due by Period:
Less Than After
Total 1 Year 1-3 Years 3-5 Years 5 Years

Operating leases

$ 79,926 $ 5,655 $ 7,805 $ 5,669 $ 60,797

Notes payable, notes payable to trusts and lines of credit

Interest

512,602 108,366 180,022 120,023 104,191

Principal

3,598,254 167,477 956,056 1,885,685 589,036

Total contractual obligations

$ 4,190,782 $ 281,498 $ 1,143,883 $ 2,011,377 $ 754,024

The operating leases above include minimum future lease payments on leases for 19 of our operating stores as well as leases of our corporate offices. Two ground leases include additional contingent rental payments based on the level of revenue achieved at the store.

As of December 31, 2015, the weighted average interest rate for all fixed rate loans was 3.6%, and the weighted average interest rate on all variable rate loans was 2.1%.

FINANCING STRATEGY

We will continue to employ leverage in our capital structure in amounts reviewed from time to time by our board of directors. Although our board of directors has not adopted a policy which limits the total amount of indebtedness that we may incur, we will consider a number of factors in evaluating our level of indebtedness from time to time, as well as the amount of such indebtedness that will be either fixed or variable rate. In making financing decisions, we will consider factors including but not limited to:

the interest rate of the proposed financing;

the extent to which the financing impacts flexibility in managing our stores;

prepayment penalties and restrictions on refinancing;

the purchase price of stores acquired with debt financing;

long-term objectives with respect to the financing;

target investment returns;

the ability of particular stores, and our Company as a whole, to generate cash flow sufficient to cover expected debt service payments;

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overall level of consolidated indebtedness;

timing of debt and lease maturities;

provisions that require recourse and cross-collateralization;

corporate credit ratios including debt service coverage, debt to total capitalization and debt to undepreciated assets; and

the overall ratio of fixed and variable rate debt.

Our indebtedness may be recourse, non-recourse or cross-collateralized. If the indebtedness is non-recourse, the collateral will be limited to the particular stores to which the indebtedness relates. In addition, we may invest in stores subject to existing loans collateralized by mortgages or similar liens on our stores, or may refinance stores acquired on a leveraged basis. We may use the proceeds from any borrowings to refinance existing indebtedness, to refinance investments, including the redevelopment of existing stores, for general working capital or to purchase additional interests in partnerships or joint ventures or for other purposes when we believe it is advisable.

We may from time to time seek to retire or repurchase our outstanding debt, as well as shares of common stock or other securities in open market purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

SEASONALITY

The self-storage business is subject to seasonal fluctuations. A greater portion of revenues and profits are realized from May through September. Historically, our highest level of occupancy has been at the end of July, while our lowest level of occupancy has been in late February and early March. Results for any quarter may not be indicative of the results that may be achieved for the full fiscal year.

Item 7a. Quantitative and Qualitative Disclosures About Market Risk

Market Risk

Market risk refers to the risk of loss from adverse changes in market prices and interest rates. Our future income, cash flows and fair values of financial instruments are dependent upon prevailing market interest rates.

Interest Rate Risk

Interest rate risk is highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors beyond our control.

As of December 31, 2015, we had approximately $3.6 billion in total face value debt, of which approximately $1.1 billion was subject to variable interest rates (excluding debt with interest rate swaps). If LIBOR were to increase or decrease by 100 basis points, the increase or decrease in interest expense on the variable rate debt (excluding variable rate debt with interest rate floors) would increase or decrease future earnings and cash flows by approximately $7.3 million annually.

Interest rate risk amounts were determined by considering the impact of hypothetical interest rates on our financial instruments. These analyses do not consider the effect of any change in overall economic activity that could occur. Further, in the event of a change of that magnitude, we may take actions to further mitigate our exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, these analyses assume no changes in our financial structure.

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Item 8. Financial Statements and Supplementary Data

EXTRA SPACE STORAGE INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

AND SCHEDULES

Report of Independent Registered Public Accounting Firm

50

Consolidated Balance Sheets as of December 31, 2015 and 2014

51

Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and 2013

52

Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and  2013

53

Consolidated Statements of Stockholders’ Equity for the years ended December  31, 2015, 2014 and 2013

54

Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013

57

Notes to Consolidated Financial Statements

58

Schedule III

99

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

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Extra Space Storage Inc.

We have audited the accompanying consolidated balance sheets of Extra Space Storage Inc. (“the Company”) as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2015. Our audits also included the financial statement schedule listed in the index at Item 8. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2015 and 2014, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

As discussed in Note 2 to the consolidated financial statements, the Company changed its reporting of debt issuance costs as a result of the adoption of the amendments to the FASB Accounting Standards Codification resulting from Accounting Standards Update No. 2015-03, “Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.”

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Extra Space Storage Inc.’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework”) and our report dated February 26, 2016 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Salt Lake City, Utah

February 29, 2016

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Extra Space Storage Inc.

Consolidated Balance Sheets

(dollars in thousands, except share data)

December 31, 2015 December 31, 2014

Assets:

Real estate assets, net

$ 5,689,309 $ 4,135,696

Investments in unconsolidated real estate ventures

103,007 85,711

Cash and cash equivalents

75,799 47,663

Restricted cash

30,738 25,245

Receivables from related parties and affiliated real estate joint ventures

2,205 11,778

Other assets, net

170,349 75,894

Total assets

$ 6,071,407 $ 4,381,987

Liabilities, Noncontrolling Interests and Equity:

Notes payable, net

$ 2,758,567 $ 1,858,981

Exchangeable senior notes, net

623,863 235,724

Notes payable to trusts, net

117,191 117,059

Lines of credit

36,000 138,000

Accounts payable and accrued expenses

82,693 65,521

Other liabilities

80,489 54,719

Total liabilities

3,698,803 2,470,004

Commitments and contingencies

Noncontrolling Interests and Equity:

Extra Space Storage Inc. stockholders’ equity:

Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares issued or outstanding

Common stock, $0.01 par value, 500,000,000 shares authorized, 124,119,531 and 116,360,239 shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively

1,241 1,163

Additional paid-in capital

2,431,754 1,995,484

Accumulated other comprehensive loss

(6,352 ) (1,484 )

Accumulated deficit

(337,566 ) (257,738 )

Total Extra Space Storage Inc. stockholders’ equity

2,089,077 1,737,425

Noncontrolling interest represented by Preferred Operating Partnership units, net of $120,230 notes receivable

80,531 81,152

Noncontrolling interests in Operating Partnership

202,834 92,422

Other noncontrolling interests

162 984

Total noncontrolling interests and equity

2,372,604 1,911,983

Total liabilities, noncontrolling interests and equity

$ 6,071,407 $ 4,381,987

See accompanying notes.

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Extra Space Storage Inc.

Consolidated Statements of Operations

(dollars in thousands, except share data)

For the Year Ended December 31,
2015 2014 2013

Revenues:

Property rental

$ 676,138 $ 559,868 $ 446,682

Tenant reinsurance

71,971 59,072 47,317

Management fees and other income

34,161 28,215 26,614

Total revenues

782,270 647,155 520,613

Expenses:

Property operations

203,965 172,416 140,012

Tenant reinsurance

13,033 10,427 9,022

Acquisition related costs

69,401 9,826 8,618

General and administrative

67,758 60,942 54,246

Depreciation and amortization

133,457 115,076 95,232

Total expenses

487,614 368,687 307,130

Income from operations

294,656 278,468 213,483

Gain (loss) on real estate transactions and earnout from prior acquisitions

1,501 (10,285 ) 960

Property casualty loss, net

(1,724 )

Loss on extinguishment of debt related to portfolio acquisition

(9,153 )

Interest expense

(95,682 ) (81,330 ) (71,630 )

Non-cash interest expense related to amortization of discount on equity component of exchangeable senior notes

(3,310 ) (2,683 ) (1,404 )

Interest income

3,461 1,607 749

Interest income on note receivable from Preferred Operating Partnership unit holder

4,850 4,850 4,850

Income before equity in earnings of unconsolidated real estate ventures and income tax expense

205,476 188,903 137,855

Equity in earnings of unconsolidated real estate ventures

12,351 10,541 11,653

Equity in earnings of unconsolidated real estate ventures—gain on sale of real estate assets and purchase of joint venture partners’ interests

2,857 4,022 46,032

Income tax expense

(11,148 ) (7,570 ) (9,984 )

Net income

209,536 195,896 185,556

Net income allocated to Preferred Operating Partnership noncontrolling interests

(11,718 ) (10,991 ) (8,006 )

Net income allocated to Operating Partnership and other noncontrolling interests

(8,344 ) (6,550 ) (5,474 )

Net income attributable to common stockholders

$ 189,474 $ 178,355 $ 172,076

Earnings per common share

Basic

$ 1.58 $ 1.54 $ 1.54

Diluted

$ 1.56 $ 1.53 $ 1.53

Weighted average number of shares

Basic

119,816,743 115,713,807 111,349,361

Diluted

126,918,869 121,435,267 113,105,094

See accompanying notes.

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Extra Space Storage Inc.

Consolidated Statements of Comprehensive Income

(amounts in thousands)

For the Year Ended December 31,
2015 2014 2013

Net income

$ 209,536 $ 195,896 $ 185,556

Other comprehensive income (loss):

Change in fair value of interest rate swaps

(4,929 ) (12,061 ) 25,335

Total comprehensive income

204,607 183,835 210,891

Less: comprehensive income attributable to noncontrolling interests

20,001 17,120 14,386

Comprehensive income attributable to common stockholders

$ 184,606 $ 166,715 $ 196,505

See accompanying notes

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Extra Space Storage Inc.

Consolidated Statements of Stockholders’ Equity

(amounts in thousands, except share data)

Noncontrolling Interests Extra Space Storage Inc. Stockholders’ Equity
Preferred Operating Partnership Operating
Partnership
Additional
Paid-in Captial
Accumulated
Other
Comprehensive

Loss
Accumulated
Deficit
Total
Noncontrolling
Interests and

Equity
Series A Series B Series C Series D Other Shares Par Value

Balances at December 31, 2012

$ 29,918 $ $ $ $ 22,492 $ 1,114 110,737,205 $ 1,107 $ 1,740,037 $ (14,273 ) $ (235,064 ) $ 1,545,331

Issuance of common stock upon the exercise of options

391,543 4 5,892 5,896

Restricted stock grants issued

137,602 1 1

Restricted stock grants cancelled

(23,323 )

Issuance of common stock, net of offering costs

4,500,000 45 205,943 205,988

Compensation expense related to stock-based awards

4,819 4,819

Purchase of additional equity interests in existing consolidated joint ventures

(1,008 ) (1,481 ) (2,489 )

Noncontrolling interest related to consolidated joint venture

870 870

Issuance of exchangeable senior notes—equity component

14,496 14,496

Issuance of Operating Partnership units in conjunction with store acquisitions

33,568 17,177 68,471 119,216

Redemption of Operating Partnership units for common stock

(260 ) 12,500 260

Redemption of Operating Partnership units for cash

(41 ) (41 )

Net income

7,255 673 78 5,425 49 172,076 185,556

Other comprehensive income

214 692 24,429 25,335

Tax effect from vesting of restricted stock grants and stock option exercises

3,193 3,193

Distributions to Operating Partnership units held by noncontrolling interests

(7,185 ) (673 ) (78 ) (5,326 ) (13,262 )

Distributions to other noncontrolling interests

Dividends paid on common stock at $1.45 per share

(163,014 ) (163,014 )

Balances at December 31, 2013

$ 30,202 $ 33,568 $ 17,177 $ $ 91,453 $ 1,025 115,755,527 $ 1,157 $ 1,973,159 $ 10,156 $ (226,002 ) $ 1,931,895

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. Noncontrolling Interests Extra Space Storage Inc. Stockholders’ Equity
Preferred Operating Partnership Operating
Partnership
Additional
Paid-in Capital
Accumulated
Other
Comprehensive

Loss
Accumulated
Deficit
Total
Noncontrolling
Interests and

Equity
Series A Series B Series C Series D Other Shares Par Value

Issuance of common stock upon the exercise of options

211,747 2 3,093 3,095

Restricted stock grants issued

117,370 1 1

Restricted stock grants cancelled

(23,595 )

Compensation expense related to stock-based awards

4,984 4,984

Issuance of Operating Partnership units in conjunction with store acquisitions

8,334 13,783 13,710 2,982 38,809

Redemption of Operating Partnership units for common stock

(10,240 ) (398 ) 299,190 3 10,635

Redemption of Operating Partnership units for cash

(4,794 ) (4,794 )

Issuance of note receivable to Series C unit holders

(20,230 ) (20,230 )

Net income

7,036 2,387 1,551 17 6,538 12 178,355 195,896

Other comprehensive loss

(74 ) (347 ) (11,640 ) (12,061 )

Tax effect from vesting of restricted stock grants and stock option exercises

3,613 3,613

Distributions to Operating Partnership units held by noncontrolling interests

(7,321 ) (2,386 ) (1,551 ) (17 ) (7,806 ) (19,081 )

Distributions to other noncontrolling interests

(53 ) (53 )

Dividends paid on common stock at $1.81 per share

(210,091 ) (210,091 )

Balances at December 31, 2014

$ 14,809 $ 41,903 $ 10,730 $ 13,710 $ 92,422 $ 984 116,360,239 $ 1,163 $ 1,995,484 $ (1,484 ) $ (257,738 ) $ 1,911,983

See accompanying notes.

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Extra Space Storage Inc.

Consolidated Statements of Stockholders’ Equity

(amounts in thousands, except share data)

Noncontrolling Interests Extra Space Storage Inc. Stockholders’ Equity
Preferred Operating Partnership Operating
Partnership
Other Shares Par Value Additional
Paid-in Capital
Accumulated
Other
Comprehensive

Loss
Accumulated
Deficit
Total
Noncontrolling
Interests and

Equity
Series A Series B Series C Series D

Issuance of common stock upon the exercise of options

79,974 1 1,541 1,542

Restricted stock grants issued

174,558 2 2

Restricted stock grants cancelled

(18,090 )

Issuance of common stock, net of offering costs

6,735,000 67 446,810 446,877

Compensation expense related to stock-based awards

6,055 6,055

Purchase of remaining equity interest in existing consolidated joint venture

(822 ) (446 ) (1,268 )

Issuance of Operating Partnership units in conjunction with acquisitions

142,399 142,399

Redemption of Operating Partnership units for common stock

(28,106 ) 787,850 8 28,098

Repurchase of equity portion of 2013 exchangeable senior notes

(70,112 ) (70,112 )

Issuance of 2015 exchangeable senior notes—equity component

22,597 22,597

Net income

6,445 2,514 2,074 685 8,344 189,474 209,536

Other comprehensive loss

(15 ) (46 ) (4,868 ) (4,929 )

Tax effect from vesting of restricted stock grants and stock option exercises

1,727 1,727

Distributions to Operating Partnership units held by noncontrolling interests

(7,050 ) (2,515 ) (2,074 ) (685 ) (12,179 ) (24,503 )

Dividends paid on common stock at $2.24 per share

(269,302 ) (269,302 )

Balances at December 31, 2015

$ 14,189 $ 41,902 $ 10,730 $ 13,710 $ 202,834 $ 162 124,119,531 $ 1,241 $ 2,431,754 $ (6,352 ) $ (337,566 ) $ 2,372,604

See accompanying notes.

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Extra Space Storage Inc.

Consolidated Statements of Cash Flows

(amounts in thousands)

For the Year Ended December 31,
2015 2014 2013

Cash flows from operating activities:

Net income

$ 209,536 $ 195,896 $ 185,556

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

Depreciation and amortization

133,457 115,076 95,232

Amortization of deferred financing costs

7,779 6,592 5,997

Loss (gain) on real estate transactions and earnout from prior acquisitions

(1,501 ) 2,500

Property casualty loss

1,724

Loss on extinguishment of debt related to portfolio acquisition

9,153

Gain on sale of real estate assets

(960 )

Non-cash interest expense related to amortization of discount on equity component of exchangeable senior notes

3,310 2,683 1,404

Non-cash interest expense related to amortization of premium on notes payable

(2,409 ) (3,079 ) (1,194 )

Compensation expense related to stock-based awards

6,055 4,984 4,819

Gain on sale of real estate assets and purchase of joint venture partners’ interests

(2,857 ) (3,438 ) (46,032 )

Distributions from unconsolidated real estate ventures in excess of earnings

4,531 4,510 4,838

Changes in operating assets and liabilities:

Receivables from related parties and affiliated real estate joint ventures

(1,436 ) 71 1,277

Other assets

(1,172 ) (1,498 ) 8,725

Accounts payable and accrued expenses

108 4,920 8,302

Other liabilities

11,928 6,640 (5,858 )

Net cash provided by operating activities

367,329 337,581 271,259

Cash flows from investing activities:

Acquisition of SmartStop, net of cash acquired

(1,200,853 )

Acquisition of real estate assets

(349,897 ) (503,538 ) (349,959 )

Development and redevelopment of real estate assets

(26,931 ) (23,528 ) (6,466 )

Proceeds from sale of real estate assets

800 6,964

Change in restricted cash

1,282 (3,794 ) (4,475 )

Investment in unconsolidated real estate ventures

(3,434 ) (1,516 )

Return of investment in unconsolidated real estate ventures

45,080

Purchase/issuance of notes receivable

(84,331 ) (29,258 ) (5,000 )

Purchase of equipment and fixtures

(7,380 ) (4,830 ) (6,524 )

Net cash used in investing activities

(1,625,664 ) (564,948 ) (366,976 )

Cash flows from financing activities:

Proceeds from the sale of common stock, net of offering costs

446,877 205,988

Net proceeds from the issuance of exchangeable senior notes

563,500 246,250

Repurchase of exchangeable senior notes

(227,212 )

Proceeds from notes payable and lines of credit

2,121,802 917,664 582,185

Principal payments on notes payable and lines of credit

(1,313,570 ) (533,128 ) (664,372 )

Deferred financing costs

(9,779 ) (5,305 ) (7,975 )

Net proceeds from exercise of stock options

1,542 3,095 5,896

Purchase of interest rate cap

(2,884 )

Redemption of Operating Partnership units held by noncontrolling interests

(4,794 ) (41 )

Dividends paid on common stock

(269,302 ) (210,091 ) (163,014 )

Distributions to noncontrolling interests

(24,503) (19,134) (13,262)

Net cash provided by financing activities

1,286,471 148,307 191,655

Net increase (decrease) in cash and cash equivalents

28,136 (79,060 ) 95,938

Cash and cash equivalents, beginning of the period

47,663 126,723 30,785

Cash and cash equivalents, end of the period

$ 75,799 $ 47,663 $ 126,723

Supplemental schedule of cash flow information

Interest paid

$ 89,507 $ 75,218 $ 66,705

Income taxes paid

1,782 3,418 1,916

Supplemental schedule of noncash investing and financing activities:

Redemption of Operating Partnership units held by noncontrolling interests for common stock:

Noncontrolling interests in Operating Partnership

$ (28,106 ) $ 10,638 $ 260

Common stock and paid-in capital

28,106 (10,638 ) (260 )

Tax effect from vesting of restricted stock grants and option exercises

Other assets

$ 1,727 $ 3,613 $ 3,193

Paid-in capital

(1,727 ) (3,613 ) (3,193 )

Acquisitions of real estate assets

Real estate assets, net

$ 158,009 $ 77,158 $ 331,230

Notes payable assumed

(38,347 ) (110,803 )

Notes payable assumed and immediately defeased

(98,960 )

Value of Operating Partnership units issued

(142,399 ) (38,811 ) (119,216 )

Receivables from related parties and affiliated real estate joint ventures

(15,610 ) (2,251 )

See accompanying notes.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements

December 31, 2015

(amounts in thousands, except store and share data)

1. DESCRIPTION OF BUSINESS

Extra Space Storage Inc. (the “Company”) is a fully integrated, self-administered and self-managed real estate investment trust (“REIT”), formed as a Maryland Corporation on April 30, 2004, to own, operate, manage, acquire, develop and redevelop professionally managed self-storage properties located throughout the United States. The Company continues the business of Extra Space Storage LLC and its subsidiaries, which had engaged in the self-storage business since 1977. The Company’s interest in its stores is held through its operating partnership, Extra Space Storage LP (the “Operating Partnership”), which was formed on May 5, 2004. The Company’s primary assets are general partner and limited partner interests in the Operating Partnership. This structure is commonly referred to as an umbrella partnership REIT, or UPREIT. The Company has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). To the extent the Company continues to qualify as a REIT, it will not be subject to tax, with certain limited exceptions, on the taxable income that is distributed to its stockholders.

The Company invests in stores by acquiring wholly-owned stores or by acquiring an equity interest in real estate entities. At December 31, 2015, the Company had direct and indirect equity interests in 999 storage facilities. In addition, the Company managed 348 stores for third parties bringing the total number of stores which it owns and/or manages to 1,347. These stores are located in 36 states, Washington, D.C. and Puerto Rico.

The Company operates in three distinct segments: (1) rental operations; (2) tenant reinsurance; and (3) property management, acquisition and development. The rental operations activities include rental operations of stores in which we have an ownership interest. No single tenant accounts for more than 5.0% of rental income. Tenant reinsurance activities include the reinsurance of risks relating to the loss of goods stored by tenants in the Company’s stores. The Company’s property management, acquisition and development activities include managing, acquiring, developing and selling stores.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements are presented on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the accounts of the Company and its wholly- or majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Variable Interest Entities

The Company accounts for arrangements that are not controlled through voting or similar rights as variable interest entities (“VIEs”). An enterprise is required to consolidate a VIE if it is the primary beneficiary of the VIE. A VIE is created when (i) the equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support from other parties, or (ii) the entity’s equity holders as a group either: (a) lack the power, through voting or similar rights, to direct the activities of the entity that most significantly impact the entity’s economic performance, (b) are not obligated to absorb expected losses of the entity if they occur, or (c) do not have the right to receive expected residual returns of the entity if they occur. If an entity is deemed to be a VIE, the enterprise that is deemed to have a variable interest, or combination of variable interests, that provides the enterprise with a controlling financial interest in the VIE, is considered the primary beneficiary and must consolidate the VIE.

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The Company has concluded that under certain circumstances when the Company enters into arrangements for the formation of joint ventures, a VIE may be created under condition (i), (ii) (b) or (c) of the previous paragraph. For each VIE created, the Company has performed a qualitative analysis, including considering which party, if any, has the power to direct the activities most significant to the economic performance of each VIE and whether that party has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. If the Company is determined to be the primary beneficiary of the VIE, the assets, liabilities and operations of the VIE are consolidated with the Company’s financial statements. Additionally, the Operating Partnership has notes payable to three trusts that are VIEs under condition (ii)(a) above. Since the Operating Partnership is not the primary beneficiary of the trusts, these VIEs are not consolidated.

The Company’s investments in real estate joint ventures, where the Company has significant influence, but not control, and joint ventures which are VIEs in which the Company is not the primary beneficiary, are recorded under the equity method of accounting on the accompanying consolidated financial statements.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value Disclosures

Derivative financial instruments

Currently, the Company uses interest rate swaps to manage its interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate forward curves.

The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. In conjunction with the Financial Accounting Standard Board’s fair value measurement guidance, the Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of December 31, 2015, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

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The table below presents the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2015, aggregated by the level in the fair value hierarchy within which those measurements fall.

Fair Value Measurements at Reporting Date Using

Description

December 31, 2015 Quoted Prices in Active
Markets for Identical
Assets (Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable Inputs
(Level 3)

Other assets—Cash Flow Hedge Swap Agreements

$ 4,996 $ $ 4,996 $

Other liabilities—Cash Flow Hedge Swap Agreements

$ (6,991 ) $ $ (6,991 ) $

There were no transfers of assets and liabilities between Level 1 and Level 2 during the year ended December 31, 2015. The Company did not have any significant assets or liabilities that are re-measured on a recurring basis using significant unobservable inputs as of December 31, 2015 or 2014.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Long-lived assets held for use are evaluated for impairment when events or circumstances indicate there may be impairment. The Company reviews each store at least annually to determine if any such events or circumstances have occurred or exist. The Company focuses on stores where occupancy and/or rental income have decreased by a significant amount. For these stores, the Company determines whether the decrease is temporary or permanent, and whether the store will likely recover the lost occupancy and/or revenue in the short term. In addition, the Company reviews stores in the lease-up stage and compares actual operating results to original projections.

When the Company determines that an event that may indicate impairment has occurred, the Company compares the carrying value of the related long-lived assets to the undiscounted future net operating cash flows attributable to the assets. An impairment loss is recorded if the net carrying value of the assets exceeds the undiscounted future net operating cash flows attributable to the assets. The impairment loss recognized equals the excess of net carrying value over the related fair value of the assets.

When real estate assets are identified by management as held for sale, the Company discontinues depreciating the assets and estimates the fair value of the assets, net of selling costs. If the estimated fair value, net of selling costs, of the assets that have been identified as held for sale is less than the net carrying value of the assets, the Company would recognize a loss on the disposal group classified as held for sale. The operations of assets held for sale or sold during the period are presented as part of normal operations for all periods presented. As of December 31, 2015, the Company had seven stores classified as held for sale. The estimated fair value less selling costs of each of these assets is greater than the carrying value of the assets, and therefore no loss has been recorded.

The Company assesses whether there are any indicators that the value of the Company’s investments in unconsolidated real estate ventures may be impaired annually and when events or circumstances indicate that there may be impairment. An investment is impaired if management’s estimate of the fair value of the investment is less than its carrying value. To the extent impairment has occurred, and is considered to be other than temporary, the loss is measured as the excess of the carrying amount of the investment over the fair value of the investment.

As of December 31, 2015 and 2014, the Company did not have any assets or liabilities measured at fair value on a nonrecurring basis.

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Fair Value of Financial Instruments

The carrying values of cash and cash equivalents, restricted cash, receivables, other financial instruments included in other assets, accounts payable and accrued expenses, variable-rate notes payable, lines of credit and other liabilities reflected in the consolidated balance sheets at December 31, 2015 and 2014, approximate fair value.

The fair values of the Company’s notes receivable from Preferred Operating Partnership unit holders and other fixed rate notes receivable was based on the discounted estimated future cash flow of the notes (categorized within Level 3 of the fair value hierarchy); the discount rate used approximated the current market rate for loans with similar maturities and credit quality. The fair values of the Company’s fixed rate notes payable and notes payable to trusts were estimated using the discounted estimated future cash payments to be made on such debt (categorized within Level 3 of the fair value hierarchy); the discount rates used approximated current market rates for loans, or groups of loans, with similar maturities and credit quality. The fair value of the Company’s exchangeable senior notes was estimated using an average market price for similar securities obtained from a third party.

The fair values of the Company’s fixed-rate assets and liabilities were as follows for the periods indicated:

December 31, 2015 December 31, 2014
Fair
Value
Carrying
Value
Fair
Value
Carrying
Value

Notes receivable from Preferred Operating Partnership unit holders

$ 128,216 $ 120,230 $ 126,380 $ 120,230

Fixed rate notes receivable

$ 86,814 $ 84,331 $ $

Fixed rate notes payable and notes payable to trusts

$ 1,828,486 $ 1,806,904 $ 1,320,370 $ 1,283,893

Exchangeable senior notes

$ 770,523 $ 660,364 $ 276,095 $ 250,000

Real Estate Assets

Real estate assets are stated at cost, less accumulated depreciation. Direct and allowable internal costs associated with the development, construction, renovation, and improvement of real estate assets are capitalized. Interest, property taxes, and other costs associated with development incurred during the construction period are capitalized. The construction period begins when expenditures for the real estate assets have been made and activities that are necessary to prepare the asset for its intended use are in progress. The construction period ends when the asset is substantially complete and ready for its intended use.

Expenditures for maintenance and repairs are charged to expense as incurred. Major replacements and betterments that improve or extend the life of the asset are capitalized and depreciated over their estimated useful lives. Depreciation is computed using the straight-line method over the estimated useful lives of the buildings and improvements, which are generally between five and 39 years.

In connection with the Company’s acquisition of stores, the purchase price is allocated to the tangible and intangible assets and liabilities acquired based on their fair values, which are estimated using significant unobservable inputs. The value of the tangible assets, consisting of land and buildings, is determined as if vacant. Intangible assets, which represent the value of existing tenant relationships, are recorded at their fair values based on the avoided cost to replace the current leases. The Company measures the value of tenant relationships based on the rent lost due to the amount of time required to replace existing customers, which is based on the Company’s historical experience with turnover in its stores. Debt assumed as part of an acquisition is recorded at fair value based on current interest rates compared to contractual rates. Acquisition-related transaction costs are expensed as incurred.

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Intangible lease rights represent: (1) purchase price amounts allocated to leases on three stores that cannot be classified as ground or building leases; these rights are amortized to expense over the life of the leases and (2) intangibles related to ground leases on six stores where the leases were assumed by the Company at rates that were lower than the current market rates for similar leases. The values associated with these assumed leases were recorded as intangibles, which will be amortized over the lease terms.

Investments in Unconsolidated Real Estate Ventures

The Company’s investments in real estate joint ventures, where the Company has significant influence, but not control and joint ventures which are VIEs in which the Company is not the primary beneficiary, are recorded under the equity method of accounting in the accompanying consolidated financial statements.

Under the equity method, the Company’s investment in real estate ventures is stated at cost and adjusted for the Company’s share of net earnings or losses and reduced by distributions. Equity in earnings of real estate ventures is generally recognized based on the Company’s ownership interest in the earnings of each of the unconsolidated real estate ventures. For the purposes of presentation in the statement of cash flows, the Company follows the “look through” approach for classification of distributions from joint ventures. Under this approach, distributions are reported under operating cash flow unless the facts and circumstances of a specific distribution clearly indicate that it is a return of capital (e.g., a liquidating dividend or distribution of the proceeds from the joint venture’s sale of assets), in which case it is reported as an investing activity.

Cash and Cash Equivalents

The Company’s cash is deposited with financial institutions located throughout the United States and at times may exceed federally insured limits. The Company considers all highly liquid debt instruments with a maturity date of three months or less to be cash equivalents.

Restricted Cash

Restricted cash is comprised of letters of credit and escrowed funds deposited with financial institutions located throughout the United States relating to earnest money deposits on potential acquisitions, real estate taxes, insurance and capital expenditures.

Other Assets

Other assets consist primarily of equipment and fixtures, customer accounts receivable, investments in trusts, notes receivable, other intangible assets, income taxes receivable, deferred tax assets, prepaid expenses and the fair value of interest rate swaps. Depreciation of equipment and fixtures is computed on a straight-line basis over three to five years.

Derivative Instruments and Hedging Activities

The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged

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forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

The Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.

Risk Management and Use of Financial Instruments

In the normal course of its ongoing business operations, the Company encounters economic risk. There are three main components of economic risk: interest rate risk, credit risk and market risk. The Company is subject to interest rate risk on its interest-bearing liabilities. Credit risk is the risk of inability or unwillingness of tenants to make contractually required payments. Market risk is the risk of declines in the value of stores due to changes in rental rates, interest rates or other market factors affecting the value of stores held by the Company. The Company has entered into interest rate swap agreements to manage a portion of its interest rate risk.

Exchange of Common Operating Partnership Units

Redemption of common Operating Partnership units for shares of common stock, when redeemed under the original provisions of the Operating Partnership agreement, are accounted for by reclassifying the underlying net book value of the units from noncontrolling interest to the Company’s equity.

Revenue and Expense Recognition

Rental revenues are recognized as earned based upon amounts that are currently due from tenants. Leases are generally on month-to-month terms. Prepaid rents are recognized on a straight-line basis over the term of the leases. Promotional discounts are recognized as a reduction to rental income over the promotional period. Late charges, administrative fees, merchandise sales and truck rentals are recognized as income when earned. Management fee revenues are recognized monthly as services are performed and in accordance with the terms of the related management agreements. Equity in earnings of unconsolidated real estate entities is recognized based on our ownership interest in the earnings of each of the unconsolidated real estate entities. Interest income is recognized as earned.

Property expenses, including utilities, property taxes, repairs and maintenance and other costs to manage the facilities are recognized as incurred. The Company accrues for property tax expense based upon invoice amounts, estimates and historical trends. If these estimates are incorrect, the timing of expense recognition could be affected.

Tenant reinsurance premiums are recognized as revenue over the period of insurance coverage. The Company records an unpaid claims liability at the end of each period based on existing unpaid claims and historical claims payment history. The unpaid claims liability represents an estimate of the ultimate cost to settle all unpaid claims as of each period end, including both reported but unpaid claims and claims that may have been incurred but have not been reported. The Company uses a third party claims administrator to adjust all tenant reinsurance claims received. The administrator evaluates each claim to determine the ultimate claim loss and includes an estimate for claims that may have been incurred but not reported. Annually, a third party actuary evaluates the adequacy of the unpaid claims liability. Prior year claim reserves are adjusted as experience develops or new information becomes known. The impact of such adjustments is included in the current period operations. The unpaid claims liability is not discounted to its present value. Each tenant chooses the amount of insurance coverage they want through the tenant reinsurance program. Tenants can purchase policies in amounts of two thousand dollars to ten thousand dollars of insurance coverage in exchange for a monthly fee. As of December 31, 2015, the average insurance coverage for tenants was approximately two thousand six hundred dollars. The Company’s exposure per claim is limited by the maximum amount of coverage chosen by each

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tenant. The Company purchases reinsurance for losses exceeding a set amount for any one event. The Company does not currently have any amounts recoverable under the reinsurance arrangements.

Real Estate Sales

In general, sales of real estate and related profits/losses are recognized when all consideration has changed hands and risks and rewards of ownership have been transferred. Certain types of continuing involvement preclude sale treatment and related profit recognition; other forms of continuing involvement allow for sale recognition but require deferral of profit recognition.

Advertising Costs

The Company incurs advertising costs primarily attributable to internet, directory and other advertising. These costs are expensed as incurred. The Company recognized $8,539, $8,370, and $6,482 in advertising expense for the years ended December 31, 2015, 2014 and 2013, respectively.

Income Taxes

The Company has elected to be treated as a REIT under Sections 856 through 860 of the Internal Revenue Code. In order to maintain its qualification as a REIT, among other things, the Company is required to distribute at least 90% of its REIT taxable income to its stockholders and meet certain tests regarding the nature of its income and assets. As a REIT, the Company is not subject to federal income tax with respect to that portion of its income which meets certain criteria and is distributed annually to stockholders. The Company plans to continue to operate so that it meets the requirements for taxation as a REIT. Many of these requirements, however, are highly technical and complex. If the Company were to fail to meet these requirements, it would be subject to federal income tax. The Company is subject to certain state and local taxes. Provision for such taxes has been included in income tax expense on the Company’s consolidated statements of operations. For the year ended December 31, 2015, 0.0% (unaudited) of all distributions to stockholders qualified as a return of capital.

The Company has elected to treat its corporate subsidiary, Extra Space Management, Inc. (“ESMI”), as a taxable REIT subsidiary (“TRS”). In general, the Company’s TRS may perform additional services for tenants and may engage in any real estate or non-real estate related business. A TRS is subject to corporate federal income tax. ESM Reinsurance Limited, a wholly-owned subsidiary of ESMI, generates income from insurance premiums that are subject to corporate federal income tax and state insurance premiums tax.

Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities. At December 31, 2015 and 2014, there were no material unrecognized tax benefits. Interest and penalties relating to uncertain tax positions will be recognized in income tax expense when incurred. As of December 31, 2015 and 2014, the Company had no interest or penalties related to uncertain tax provisions.

Stock-Based Compensation

The measurement and recognition of compensation expense for all share-based payment awards to employees and directors are based on estimated fair values. Awards granted are valued at fair value and any compensation element is recognized on a straight line basis over the service periods of each award.

Earnings Per Common Share

Basic earnings per common share is computed using the two-class method by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding during the period. All outstanding unvested restricted stock awards contain rights to non-forfeitable dividends and participate in undistributed earnings with common stockholders; accordingly, they are considered participating

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securities that are included in the two-class method. Diluted earnings per common share measures the performance of the Company over the reporting period while giving effect to all potential common shares that were dilutive and outstanding during the period. The denominator includes the weighted average number of basic shares and the number of additional common shares that would have been outstanding if the potential common shares that were dilutive had been issued, and is calculated using either the two-class, treasury stock or as if-converted method, whichever is most dilutive. Potential common shares are securities (such as options, convertible debt, Series A Participating Redeemable Preferred Units (“Series A Units”), Series B Redeemable Preferred Units (“Series B Units”), Series C Convertible Redeemable Preferred Units (“Series C Units”), Series D Redeemable Preferred Units (“Series D Units”) and common Operating Partnership units (“OP Units”)) that do not have a current right to participate in earnings of the Company but could do so in the future by virtue of their option, redemption or conversion right.

In computing the dilutive effect of convertible securities, net income is adjusted to add back any changes in earnings in the period associated with the convertible security. The numerator also is adjusted for the effects of any other non-discretionary changes in income or loss that would result from the assumed conversion of those potential common shares. In computing diluted earnings per common share, only potential common shares that are dilutive (those that reduce earnings per common share) are included. For the years ended December 31, 2015, 2014 and 2013, options to purchase approximately 62,254, 27,374, and 44,958 shares of common stock, respectively, were excluded from the computation of earnings per share as their effect would have been anti-dilutive.

The following table presents the number of Preferred Operating Partnership units, and the potential common shares, that were excluded from the computation of earnings per share as their effect would have been anti-dilutive:

For the Year Ended December 31,
2015 2014 2013
Number of Units Equivalent Shares
(if converted)
Number of Units Equivalent Shares
(if converted)
Number of
Units
Equivalent Shares
(if converted)

Series B Units

1,676,087 579,640 1,592,062 764,385 453,302 257,266

Series C Units

704,016 410,002 605,256 489,366 33,226 33,302

Series D Units

548,390 189,649 13,522 6,492

2,928,493 1,179,291 2,210,840 1,260,243 486,528 290,568

The Operating Partnership had $85,364 of its 2.375% Exchangeable Senior Notes due 2033 (the “2013 Notes”) issued and outstanding as of December 31, 2015. The 2013 Notes could potentially have a dilutive impact on the Company’s earnings per share calculations. The 2013 Notes are exchangeable by holders into shares of the Company’s common stock under certain circumstances per the terms of the indenture governing the 2013 Notes. The exchange price of the 2013 Notes was $54.99 per share as of December 31, 2015, and could change over time as described in the indenture. The Company has irrevocably agreed to pay only cash for the accreted principal amount of the 2013 Notes relative to its exchange obligations, but retained the right to satisfy the exchange obligation in excess of the accreted principal amount in cash and/or common stock.

The Operating Partnership had $575,000 of its 3.125% Exchangeable Senior Notes due 2035 (the “2015 Notes”) issued and outstanding as of December 31, 2015. The 2015 Notes could potentially have a dilutive impact on the Company’s earnings per share calculations. The 2015 Notes are exchangeable by holders into shares of the Company’s common stock under certain circumstances per the terms of the indenture governing the 2015 Notes. The exchange price of the 2015 Notes was $95.40 per share as of December 31, 2015, and could change over time as described in the indenture. The Company has irrevocably agreed to pay only cash for the accreted principal amount of the 2015 Notes relative to its exchange obligations, but retained the right to satisfy the exchange obligation in excess of the accreted principal amount in cash and/or common stock.

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Though the Company has retained that right, Accounting Standards Codification (“ASC”) 260, “Earnings per Share,” requires an assumption that shares would be used to pay the exchange obligation in excess of the accreted principal amount, and requires that those shares be included in the Company’s calculation of weighted average common shares outstanding for the diluted earnings per share computation. For the years ended December 31, 2015, 2014 and 2013, 513,040 shares, 130,883 shares, and no shares, respectively, related to the 2013 Notes were included in the computation for diluted earnings per share. For the year ended December 31, 2015, no shares related to the 2015 Notes were included in the computation for diluted earnings per share as the exchange price exceeded the per share price of the Company’s common stock during this period. For the years ended December 31, 2014 and 2013, no shares related to the 2015 Notes were included in the computation for diluted earnings per share as the 2015 Notes were not outstanding.

For the purposes of computing the diluted impact on earnings per share of the potential exchange of Series A Units for common shares upon redemption, where the Company has the option to redeem in cash or shares and where the Company has stated the positive intent and ability to settle at least $115,000 of the instrument in cash (or net settle a portion of the Series A Units against the related outstanding note receivable), only the amount of the instrument in excess of $115,000 is considered in the calculation of shares contingently issuable for the purposes of computing diluted earnings per share as allowed by ASC 260-10-45-46.

For the purposes of computing the diluted impact on earnings per share of the potential exchange of Series B Units for common shares upon redemption, where the Company has the option to redeem in cash or shares and where the Company has stated the intent and ability to settle the redemption in shares, the Company divided the total value of the Series B Units outstanding as of December 31, 2015 of $41,902 by the closing price of the Company’s common stock as of December 31, 2015 of $88.21 per share. Assuming full exchange for common shares as of December 31, 2015, 475,027 shares would have been issued to the holders of the Series B Units.

For the purposes of computing the diluted impact on earnings per share of the potential exchange of Series C Units into common shares upon redemption, where the Company has the option to redeem in cash or shares and where the Company has stated the intent and ability to settle the redemption in shares, the Company divided the total value of the Series C Units outstanding as of December 31, 2015 of $29,639 by the closing price of the Company’s common stock as of December 31, 2015 of $88.21 per share. Assuming full exchange for common shares as of December 31, 2015, 336,006 shares would have been issued to the holders of the Series C Units.

For the purposes of computing the diluted impact on earnings per share of the potential exchange of Series D Units into common shares upon redemption, where the Company has the option to redeem in cash or shares and where the Company has stated the intent and ability to settle the redemption in shares, the Company divided the total value of the Series D Units outstanding as of December 31, 2015 of $13,710 by the closing price of the Company’s common stock as of December 31, 2015 of $88.21 per share. Assuming full exchange for common shares as of December 31, 2015, 155,422 shares would have been issued to the holders of Series D Units.

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The computation of earnings per share is as follows for the periods presented:

For the Year Ended December 31,
2015 2014 2013

Net income attributable to common stockholders

$ 189,474 $ 178,355 $ 172,076

Earnings and dividends allocated to participating securities

(601 ) (490 ) (567 )

Earnings for basic computations

188,873 177,865 171,509

Earnings and dividends allocated to participating securities

567

Income allocated to noncontrolling interest—Preferred Operating Partnership (Series A Units) and Operating Partnership

14,790 13,575 7,255

Fixed component of income allocated to noncontrolling interest—Preferred Operating Partnership (Series A Units)

(5,088 ) (5,586 ) (5,750 )

Net income for diluted computations

$ 198,575 $ 185,854 $ 173,581

Weighted average common shares outstanding:

Average number of common shares outstanding—basic

119,816,743 115,713,807 111,349,361

Series A Units

875,480 961,747 989,980

OP Units

5,451,357 4,335,837

Unvested restricted stock awards included for treasury stock method

425,705

Shares related to exchangeable senior notes and dilutive stock options

775,289 423,876 340,048

Average number of common shares outstanding—diluted

126,918,869 121,435,267 113,105,094

Earnings per common share

Basic

$ 1.58 $ 1.54 $ 1.54

Diluted

$ 1.56 $ 1.53 $ 1.53

Recently Issued Accounting Standards

In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-08, “ Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ” Under this guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. The guidance also requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. The Company adopted this guidance effective January 1, 2015. The Company has not previously had discontinued operations and as such, this guidance did not have a significant impact on its consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers, ” which amends the guidance for revenue recognition to replace numerous, industry-specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. ASU 2014-09 outlines a five-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. ASU 2014-09 was originally effective for reporting periods beginning after December 15, 2016. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. In July 2015, the FASB approved a one-year deferral of the effective date of the standard. The new standard will now become effective for annual and interim periods beginning after December 15, 2017 with early adoption on the original effective date permitted. The Company has not yet selected a transition method. The Company is currently assessing the impact of the adoption of ASU 2014-09 on the Company’s consolidated financial statements.

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In February 2015, the FASB issued ASU 2015-02, “ Consolidation (Topic 810): Amendments to the Consolidation Analysis.” This guidance is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. ASU 2015-02 amends the criteria for determining if a service provider possesses a variable interest in a variable interest entity (“VIE”), and eliminates the presumption that a general partner should consolidate a limited partnership. The Company does not expect the adoption of this standard to materially impact its consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, “ Interest—Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs, ” which requires debt issuance costs related to a recognized debt liability to be presented as a direct deduction from the carrying amount of that debt liability. The new guidance only impacts financial statement presentation. The guidance is effective in the first quarter of 2016 and allows for early adoption. The Company adopted this guidance October 1, 2015. The Company adopted ASU 2015-03 on a retrospective basis. As a result $20,120 of unamortized debt issuance costs that had been included in the Other assets line on the consolidated balance sheets as of December 31, 2014 are now presented as direct deductions from the carrying amounts of the related debt liabilities.

In April 2015, the FASB issued ASU 2015-05, “ Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)—Customers Accounting for Fees Paid in a Cloud Computing Arrangement, ” which provides guidance regarding the accounting for fees paid by a customer in cloud computing arrangements. If a cloud computing arrangement includes a software license, the payment of fees should be accounted for in the same manner as the acquisition of other software licenses. If there is no software license, the fees should be accounted for as a service contract. The guidance is effective in fiscal years beginning after December 15, 2015 and early adoption is permitted. An entity can elect to adopt the amendments either (1) prospectively to all arrangements entered into or materially modified after the effective date or (2) retrospectively. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

In August 2015, the FASB issued ASU 2015-15, “Interest—Imputation of Interest (Subtopic 835-30) Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements,” which provides guidance regarding the classification of debt issuance costs associated with lines of credit. Specifically, deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement is allowed. The Company adopted this guidance effective October 1, 2015. The Company continued to present the debt issuance costs and related accumulated amortization relating to its lines of credit as assets.

3. REAL ESTATE ASSETS

The components of real estate assets are summarized as follows:

December 31, 2015 December 31, 2014

Land—operating

$ 1,384,009 $ 1,132,175

Land—development

17,313 21,062

Buildings and improvements

4,886,397 3,487,935

Intangible assets—tenant relationships

95,891 72,293

Intangible lease rights

8,877 8,697

6,392,487 4,722,162

Less: accumulated depreciation and amortization

(728,087 ) (604,336 )

Net operating real estate assets

5,664,400 4,117,826

Real estate under development/redevelopment

24,909 17,870

Net real estate assets

$ 5,689,309 $ 4,135,696

Real estate assets held for sale included in net real estate assets

$ 10,774 $

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The real estate assets held for sale consist of a portfolio of six stores located in Ohio and Indiana, a single store located in Indiana, and a portion of land at an operating store in New Jersey. The estimated fair value less selling costs of each of these assets is greater than the carrying value of the assets, and therefore no loss has been recorded. The six-store portfolio is under contract, and the sale is expected to close by the second quarter of 2016. The single store located in Indiana is currently listed for sale but is not yet under contract. The Company expects that this property will be sold by the end of 2016. The land in New Jersey is also under contract and the sale is expected to close by the end of 2016. These assets held for sale are included in the rental operations segment of the Company’s segment information.

The Company amortizes to expense intangible assets—tenant relationships on a straight-line basis over the average period that a tenant is expected to utilize the facility (currently estimated at 18 months). The Company amortizes to expense the intangible lease rights over the terms of the related leases. Amortization related to the tenant relationships and lease rights was $11,695, $12,996, and $12,065 for the years ended December 31, 2015, 2014 and 2013, respectively. The remaining balance of the unamortized lease rights will be amortized over the next 3 to 46 years.

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4. PROPERTY ACQUISITIONS AND DISPOSITIONS

The following table shows the Company’s acquisition of operating stores for the years ended December 31, 2015 and 2014, and does not include purchases of raw land or improvements made to existing assets:

Consideration Paid Acquisition Date Fair Value

Property Location

Number
of
Stores
Date of
Acquisition
Total Cash
Paid
Non-cash
gain
Loan
Assumed
Notes
Issued
to/
from
Seller
Previous
equity
interest
Net
Liabilities/
(Assets)
Assumed
Value of
OP Units
Issued
Number
of OP
Units
Issued
Land Building Intangible Closing
costs -
expensed (1)

California

1 12/11/2015 $ 9,712 $ 9,716 $ $ $ $ $ (4 ) $ $ 2,679 $ 7,029 $ $ 4

North Carolina

1 12/8/2015 5,307 5,333 (26 ) 1,372 3,925 4 6

Oregon

1 11/24/2015 10,011 10,013 (2 ) 732 9,157 103 19

Florida

3 11/19/2015 20,017 19,965 52 2,012 17,662 329 14

Texas

1 11/13/2015 14,397 7,116 60 7,221 91,434 6,643 7,551 202 1

Texas

1 10/23/2015 8,707 8,685 22 1,140 7,560 7

New Jersey

1 10/7/2015 7,430 7,394 36 1,057 6,037 146 190

Various (2)

122 10/1/2015 1,230,976 1,272,256 (69,936 ) 28,656 376,848 179,700 978,368 18,830 54,083

Maryland

1 9/10/2015 6,165 6,183 (18 ) 794 5,178 119 74

North Carolina

1 6/19/2015 6,987 6,926 61 1,408 5,461 107 11

Florida

1 6/18/2015 17,657 12,677 207 4,773 71,054 17,220 327 110

Florida (3)

1 6/17/2015 6,076 412 1,100 4,601 (37 ) 534 5,364 125 53

Illinois

1 6/8/2015 10,046 9,970 76 964 9,085 (3 )

Massachusetts

1 5/13/2015 12,512 12,515 (3 ) 1,625 10,875 12

Georgia

1 5/7/2015 6,498 6,458 40 2,087 4,295 114 2

North Carolina

1 5/5/2015 11,007 10,976 31 4,050 6,867 77 13

Georgia

1 4/24/2015 6,500 6,451 49 370 6,014 114 2

Arizona, Texas

22 4/15/2015 178,252 75,681 822 101,749 1,504,277 24,087 151,465 2,121 579

Texas

1 4/14/2015 8,650 8,580 70 619 7,861 160 10

California (4)

1 3/30/2015 12,699 1,700 1,629 11,009 (1,264 ) (375 ) 1,025 11,479 195

South Carolina

2 3/30/2015 13,165 13,143 22 1,763 11,229 144 29

Virginia

1 3/17/2015 5,073 5,065 8 118 4,797 81 77

Texas

1 2/24/2015 13,570 13,519 51 1,511 11,861 182 16

Texas

3 1/13/2015 41,904 41,806 98 12,080 29,489 300 35

2015 Totals

171 $ 1,663,318 $ 1,572,540 $ 2,729 $ $ 15,610 $ (1,264 ) $ (68,696 ) $ 142,399 2,043,613 $ 248,370 $ 1,335,829 $ 23,780 $ 55,344

Florida

4 12/23/2014 $ 32,954 $ 19,122 $ $ $ $ $ 122 $ 13,710 548,390 $ 12,502 $ 19,640 $ 482 $ 330

New Jersey, Virginia (5)

5 12/18/2014 47,747 42,167 5,580 4,259 42,440 688 360

New York (6)

1 12/11/2014 20,115 20,125 (10 ) 12,085 7,665 365

North Carolina, South Carolina, Texas (7)

7 12/11/2014 60,279 60,086 193 19,661 36,339 876 3,403

California

1 12/9/2014 9,298 6,300 15 2,983 50,620 4,508 4,599 178 13

Colorado

1 10/24/2014 6,253 6,202 51 2,077 4,087 82 7

Georgia

1 10/22/2014 11,030 11,010 20 588 10,295 121 26

Florida

1 9/3/2014 4,259 4,225 34 529 3,604 81 45

Texas

1 8/8/2014 11,246 6,134 5,157 (45 ) 1,047 9,969 181 49

Georgia

1 8/6/2014 11,337 11,290 47 1,132 10,080 111 14

North Carolina

1 6/18/2014 7,310 7,307 3 2,940 4,265 93 12

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Consideration Paid Acquisition Date Fair Value

Property Location

Number
of
Stores
Date of
Acquisition
Total Cash
Paid
Non-cash
gain
Loan
Assumed
Notes
Issued
to/
from
Seller
Previous
equity
interest
Net
Liabilities/
(Assets)
Assumed
Value
of OP
Units
Issued
Number
of OP
Units
Issued
Land Building Intangible Closing
costs -
expensed (1)

California

1 5/28/2014 17,614 294 14,079 (92 ) 3,333 69,735 4,707 12,604 265 38

Washington

1 4/30/2014 4,388 4,388 437 3,808 102 41

California (8)

3 4/25/2014 35,275 2,726 3,438 19,111 129 (580 ) 10,451 226,285 6,853 27,666 579 177

Florida

1 4/15/2014 10,186 10,077 109 1,640 8,358 149 39

Georgia

1 4/3/2014 23,649 15,158 157 8,334 333,360 2,961 19,819 242 627

Alabama

1 3/20/2014 13,813 13,752 61 2,381 11,224 200 8

Connecticut

1 3/17/2014 15,138 15,169 (31 ) 1,072 14,028 38

California (9)

1 3/4/2014 7,000 6,974 26 2,150 4,734 113 3

Texas

1 2/5/2014 14,191 14,152 39 1,767 12,368 38 18

Virginia

17 1/7/2014 200,588 200,525 63 53,878 142,840 2,973 897

2014 Totals

52 $ 563,670 $ 477,183 $ 3,438 $ 38,347 $ $ 129 $ 5,762 $ 38,811 1,228,390 $ 139,174 $ 410,432 $ 7,554 $ 6,510

(1) This column represents costs paid at closing. The amounts shown exclude other acquisition costs paid before or after the closing date.
(2) This represents the acquisition of SmartStop Self Storage, Inc. (“SmartStop”). See below for more detailed information about this acquisition.
(3) The Company determined the consideration paid for this store was below its market value, and recognized a $1,100 gain, representing the difference between the fair value of the store and the consideration paid.
(4) This represents the acquisition of a joint venture partners’ interest in Extra Space of Sacramento One LLC (“Sacramento One”), an existing joint venture, for $1,700 in cash. The result of the acquisition is that the Company owns 100% of Sacramento One, which owned one store located in California. Prior to the acquisition date, the Company accounted for its interest in Sacramento One as an equity-method investment, and the Company also held mortgage notes receivable from Sacramento One totalling $11,009, including related interest. The total acquisition date fair value of the Company’s previous equity interest was approximately $365 and is included in consideration transfered. The Company recognized a non-cash gain of $1,629 as a result of remeasuring the fair value of its equity interest held prior to the acquisition. The store is consolidated subsequent to the acquisition as the Company owns 100% of the store.
(5) Included in net liabilities/(assets) assumed is a $5,400 liability related to an earnout provision.
(6) This represents the acquisition of a non-operating property that the Company plans to convert to a self-storage store.
(7) Included in closing costs is approximately $3,271 of defeasance costs.
(8) The Company previously held no equity interest in two of the three properties acquired. The Company acquired its joint venture partner’s 60% interest in an existing joint venture which held one property in California, resulting in full ownership by the Company. Prior to the acquisition date, the Company accounted for its 40% interest in this joint venture as an equity method investment. The total acquisition date fair value of the previous equity interest was approximately $3,567 and is included as consideration transferred. The Company recognized a non-cash gain of $3,438 as a result of remeasuring its prior equity interest in this joint venture held before the acquisition. The three properties were acquired in exchange for approximately $2,726 of cash and 226,285 Series C Units valued at $10,451.
(9) This property was owned by Spencer F. Kirk, the Company’s Chief Executive Officer, and Kenneth M. Woolley, the Company’s Executive Chairman. The Company acquired the building on March 4, 2014. In a separate transaction on March 5, 2014, the Company acquired the land for $2,150 from a third party unrelated to the Company’s executives and terminated the existing ground lease.

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Acquisition of SmartStop

On October 1, 2015, the Company completed its previously announced acquisition of SmartStop, a public non-traded REIT (the “Transaction”), pursuant to an Agreement and Plan of Merger, dated June 15, 2015 (the “Merger Agreement”). The Company completed the Transaction as part of its strategy to acquire stores and portfolios of stores that can increase stockholder value. Under the terms of the Merger Agreement, SmartStop shareholders received $13.75 per share in cash, which represented a total purchase price of approximately $1,391,272.

In connection with the Transaction, it was agreed that certain assets would be excluded from the Company’s acquisition of SmartStop (the “Excluded Assets”). The Company had determined that the Excluded Assets were not complementary to the Company’s business or otherwise not of primary interest to the Company. These Excluded Assets were instead sold by SmartStop to Strategic 1031, LLC, a Delaware limited liability company (“Strategic 1031”), prior to the Transaction. The Excluded Assets included five SmartStop stores located in Canada, one parcel of land located in California that is under development, and SmartStop’s non-traded REIT platform. Strategic 1031 is owned by and controlled by SmartStop’s former Chief Executive Officer, President and Chairman of the Board of Directors.

The following table reconciles the purchase price to cash paid by the Company and total consideration transferred to acquire SmartStop:

Total purchase price

$ 1,391,272

Less: amount paid for Excluded Assets by Strategic 1031

(90,360 )

Total purchase price attributable to the Company

$ 1,300,912

Total cash paid by the Company

$ 1,272,256

Fair value of OP Units issued to certain SmartStop unit holders

28,656

1,300,912

Less: Cash paid for transaction costs

8,053

Less: Cash paid for defeasance and prepayment fees

38,360

Less: Severance and share-based compensation to SmartStop employees

7,665

Total consideration transferred

$ 1,246,834

As part of this acquisition, we recorded an expense of $38,360 related to defeasance costs and prepayment penalties incurred related to the repayment of SmartStop’s existing debt as of the acquisition date. We incurred $8,053 of professional fees/closing costs, $6,338 of severance-related costs, and $1,327 of other payroll-related costs for a total of $54,078 that was paid at closing. Another $9,043 of other acquisition related costs were incurred that were not paid in connection with the closing for a total of $63,121.

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The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. The company is in the process of finalizing a third party valuation. As such the allocation of fair value between land, buildings and intangibles is subject to change. The Company’s allocation of consideration transferred for SmartStop is as follows:

Land

$ 179,700

Buildings

978,368

Intangibles

18,830

Investments in unconsolidated real estate ventures

60,981

Other assets

34,500

Total assets acquired

1,272,379

Accounts payable and accrued liabilities assumed

17,064

Other liabilities assumed

8,481

Total net assets acquired

$ 1,246,834

The Company agreed to loan Strategic 1031 $84,331 to finance the purchase of the Excluded Assets. The loans are secured by an interest in the Excluded Assets and accrue interest at 7.0% per annum. The loans have a term of 365 days after the closing of the Transaction, due on September 30, 2016. These loans receivable are included in Other assets on the Company’s consolidated balance sheets.

Pro Forma Information

As noted above, during the year ended December 31, 2015, the Company acquired 171 operating stores, including the 122 stores acquired in conjunction with the acquisition of SmartStop. The following pro forma financial information includes 137 of the 171 operating stores acquired. 34 stores were excluded as it was impractical to obtain the historical information from the previous owners and in total they represent and immaterial amount of total revenues. The following pro forma financial information is based on the combined historical financial statements of the Company and 137 of the stores acquired, and presents the Company’s results as if the acquisitions had occurred as of January 1, 2014 (unaudited):

For the Year Ended
December 31,
2015 2014
Pro Forma Pro Forma

Total revenues

$ 860,550 $ 746,601

Net income attributable to common stockholders

$ 253,476 $ 163,898

The Total revenues for SmartStop in the table above represent the revenues of SmartStop for the period prior to acquisition, less revenues attributed to the Excluded Assets. The Net income attributable to common stockholders for SmartStop in the table above represents primarily the expenses of SmartStop for the period prior to acquisition (less expenses related to the Excluded Assets), plus estimated additional depreciation, amortization, interest expenses and the elimination of non-recurring acquisition costs recorded by SmartStop and the Company.

The unaudited pro forma results do not reflect any operating efficiency or potential cost savings which may result from the acquisition of SmartStop. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operation of the combined company would have been if the acquisition had occurred at the beginning of the period presented nor are they indicative of future results of operations and are not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition been consummated as of January 1, 2014.

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The following table summarizes the revenues and earnings related to the 171 stores acquired during 2015 since their acquisition dates, which are included in the Company’s consolidated income statement for the year ended December 31, 2015:

For the
Year Ended
December 31, 2015

Total revenues

$ 46,490

Net income attributable to common stockholders

$ 8,393

Other Acquisitions and Disposals

On December 11, 2013, the Company sold 50% of its ownership in a parcel of undeveloped land held for sale located in California for $2,025. The buyer holds their 50% interest as a tenant in common. No gain or loss was recorded as a result of the sale. As the Company’s interest is now held as a tenant in common, the value of the land was reclassified from land to investment in unconsolidated real estate ventures on the Company’s consolidated balance sheets.

On December 6, 2013, the Company sold a store located in Florida for $3,250 in cash. As a result of this transaction, a gain of $160 was recorded.

In June 2013, the Company recorded a gain of $800 due to the condemnation of a portion of land at one store in California that resulted from eminent domain.

On May 16, 2013, the Company sold a store located in New York for $950. No gain or loss was recorded as a result of the sale.

Losses on Earnouts from Prior Acquisitions

During 2012, the Company acquired a portfolio of ten stores located in New Jersey and New York. As part of this acquisition, the Company agreed to make an additional cash payment to the sellers if the acquired stores exceeded a specified amount of net rental income two years after the acquisition date. At the acquisition date, the Company believed that it was unlikely that any significant payment would be made as a result of this earnout provision. The rental growth of the stores was significantly higher than expected, resulting in a payment to the sellers of $7,785. This amount is included in gain (loss) on real estate transactions and earnout from prior acquisitions on the Company’s consolidated statements of operations for the year ended December 31, 2014.

During 2011, the Company acquired a store located in Florida. As part of this acquisition, the Company agreed to make an additional cash payment to the sellers if the acquired store exceeded a specified amount of net rental income for any twelve-month period prior to June 30, 2015. At the acquisition date, $133 was recorded as the estimated amount that would be due, and the Company believed that it was unlikely that any significant additional payment would be made as a result of this earnout provision. Because the rental growth of the stores was trending significantly higher than expected, the Company estimated that an additional earnout payment of $2,500 would be due to the seller as of December 31, 2014. This amount is included in gain (loss) on real estate transactions and earnout from prior acquisitions on the Company’s consolidated statements of operations for the year ended December 31, 2014. During the year ended December 31, 2015, the Company recorded a gain of $400 to adjust the existing liability to the actual amount owed to the sellers as of June 30, 2015. This gain is included in gain (loss) on real estate transactions and earnout from prior acquisitions on the Company’s consolidated statements of operations for the year ended December 31, 2015.

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5. INVESTMENTS IN UNCONSOLIDATED REAL ESTATE VENTURES

Investments in unconsolidated real estate ventures consist of the following:

Equity
Ownership %
Excess Profit
Participation %
Investment Balance at December 31,
2015 2014

VRS Self Storage LLC (“VRS”)

45% 54% $ 39,091 $ 40,363

Storage Portfolio I LLC (“SP I”)

25% 25-40% 11,813 12,042

PRISA Self Storage LLC (“PRISA”)

2% 17% 10,309 10,520

PRISA II Self Storage LLC (“PRISA II”)

2% 17% 8,323 9,008

Extra Space West Two LLC (“ESW II”)

5% 40% 4,122 4,197

WCOT Self Storage LLC (“WCOT”)

5% 20% 3,783 3,972

Clarendon Storage Associates Limited Partnership (“Clarendon”)

50% 50% 3,131 3,148

Extra Space of Santa Monica LLC (“ESSM”)

48% 48% 1,200 1,153

Extra Space West One LLC (“ESW”)

5% 40% (405 ) (95 )

Extra Space Northern Properties Six LLC (“ESNPS”)

10% 35% (470 ) (87 )

Other minority owned properties

18-50% 19-50% 6,148 1,490

87,045 85,711

Investments in Strategic Storage Growth Trust

15,962

Total

$ 103,007 $ 85,711

In these joint ventures, the Company and the joint venture partner generally receive a preferred return on their invested capital. To the extent that cash/profits in excess of these preferred returns are generated through operations or capital transactions, the Company would receive a higher percentage of the excess cash/profits than its equity interest.

In accordance with ASC 810, the Company reviews all of its joint venture relationships quarterly to ensure that there are no entities that require consolidation. As of December 31, 2015, there were no previously unconsolidated entities that were required to be consolidated as a result of this review.

On December 30, 2015, the Company entered into a new joint venture, ESS-H Bloomfield Investment LLC (“Bloomfield”). Bloomfield owns a single store in New Jersey. The Company contributed $2,885 for a 50% interest in Bloomfield. The Company’s investment in Bloomfield is included in Other minority owned properties in the table above.

In December 2013 and May 2014, the Company acquired twelve stores located in California from entities associated with Grupe Properties Co. Inc. (“Grupe.”) As part of the Grupe acquisition, the Company acquired its joint venture partners’ 60% to 65% equity interests in six stores. The Company previously held the remaining 35% to 40% interests in these stores through six separate joint ventures with Grupe. Prior to the acquisition, the Company accounted for its interests in these joint ventures as equity-method investments. The Company recognized a non-cash gain of $3,438 during the year ended December 31, 2014 as a result of re-measuring the fair value of its equity interest in one of these joint ventures held before the acquisition. During the year ended December 31, 2014, the Company recorded a gain of $584 as a result of the final cash distributions received from the other five joint ventures associated with the acquisitions that were completed during 2013. The Company recognized non-cash gains of $9,339 during the year ended December 31, 2013 as a result of re-measuring its prior equity interests in five joint ventures held before the acquisition.

On November 1, 2013, the Company acquired its joint venture partner’s 49% interest in HSRE-ESP IA, LLC (“HSRE”), an existing joint venture, for $43,475 in cash and the assumption of a $96,516 loan. The

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result of this acquisition is that the Company owns a 99% interest in HSRE. The joint venture partner retained a 1% interest, valued at $870, which was recorded at fair value based on the fair value of the assets in the joint venture and is included in other noncontrolling interests on the Company’s consolidated balance sheets. HSRE

owns 19 stores in various states. The stores are now consolidated as the Company owns the majority interest in the joint venture. Prior to the acquisition date, the Company accounted for its 50% interest in the joint venture as an equity-method investment. The acquisition date fair value of the previous equity interest was approximately $43,500, and is included as consideration transferred. The Company recognized a non-cash gain of $34,137 during the year ended December 31, 2013 as a result of re-measuring its prior equity interest in HSRE held before the acquisition. On June 11, 2015, the Company acquired its joint venture partners’ remaining 1% interest in HSRE for $1,267. Since the Company retained its controlling interest, this transaction was accounted for as an equity transaction. The carrying amount of the noncontrolling interest was reduced to zero to reflect this purchase, and the difference between the price paid by the Company and the carrying amount of the noncontrolling interest was recorded as an adjustment to equity attributable to the Company.

On February 13, 2013, the Company acquired its joint venture partner’s 48% equity interest in Extra Space of Eastern Avenue LLC (“Eastern Avenue”), which owned one store located in Maryland, for approximately $5,979. Prior to the acquisition, the remaining 52% interest was owned by the Company, which accounted for its investment in Eastern Avenue using the equity method. The Company recorded a non-cash gain of $2,215 related to this transaction, which represents the increase in fair value of the Company’s interest in Eastern Avenue from its formation to the acquisition date.

On February 13, 2013, the Company acquired its joint venture partner’s 61% equity interest in Extra Space of Montrose Avenue LLC (“Montrose”), which owned one store located in Illinois, for approximately $6,878. Prior to the acquisition, the remaining 39% interest was owned by the Company, which accounted for its investment in Montrose using the equity method. The Company recorded a non-cash gain of $341 related to this transaction, which represents the increase in fair value of the Company’s interest in the joint venture from its formation to the acquisition date.

Equity in earnings of unconsolidated real estate ventures consists of the following:

For the Year Ended December 31,
2015 2014 2013

Equity in earnings of VRS

$ 4,041 $ 3,510 $ 3,464

Equity in earnings of SP I

1,951 1,541 1,243

Equity in earnings of PRISA

1,013 929 890

Equity in earnings of PRISA II

793 764 703

Equity in earnings of ESW II

145 102 50

Equity in earnings of WCOT

569 498 448

Equity in earnings of Clarendon

581 551 516

Equity in earnings of ESSM

493 424 369

Equity in earnings of ESW

1,875 1,571 1,406

Equity in earnings of ESNPS

633 513 461

Equity in earnings of HSRE

1,428

Equity in earnings of other minority owned properties

257 138 675

$ 12,351 $ 10,541 $ 11,653

Equity in earnings of ESW II, SP I and VRS includes the amortization of the Company’s excess purchase price of $26,806 of these equity investments over its original basis. The excess basis is amortized over 40 years.

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Information (unaudited) related to the real estate ventures’ debt at December 31, 2015, is presented below:

Loan Amount Current
Interest Rate
Debt
Maturity

VRS—Swapped to fixed

$ 52,100 3.19 % June 2020

SP I—Fixed

88,975 4.66 % April 2018

PRISA

Unleveraged

PRISA II

Unleveraged

ESW II—Swapped to fixed

18,505 3.57 % February 2019

WCOT—Swapped to fixed

87,500 3.34 % August 2019

Clarendon—Swapped to fixed

7,746 5.93 % September 2018

ESSM—Variable

13,629 4.88 % May 2021

ESW—Variable

17,150 1.67 % August 2020

ESNPS—Variable

34,500 2.44 % July 2025

Other minority owned properties

20,614 Various Various

Combined, condensed unaudited financial information of VRS, SP I, PRISA, PRISA II, ESW II, WCOT, ESW and ESNPS as of December 31, 2015 and 2014, and for the years ended December 31, 2015, 2014 and 2013, follows:

December 31,
2015 2014
Balance Sheets:

Assets:

Net real estate assets

$ 1,389,974 $ 1,442,755

Other

33,703 34,636

$ 1,423,677 $ 1,477,391

Liabilities and members’ equity:

Notes payable

$ 299,730 $ 301,267

Other liabilities

25,715 23,490

Members’ equity

1,098,232 1,152,634

$ 1,423,677 $ 1,477,391

For the Year Ended December 31,
2015 2014 2013

Statements of Income:

Rents and other income

$ 286,857 $ 273,231 $ 260,487

Expenses

(155,851 ) (153,973 ) (149,595 )

Gain on sale of real estate

60,495

Net income

$ 191,501 $ 119,258 $ 110,892

In March 2015, PRISA II sold a single store located in New York and recorded a gain of $60,495.

The Company had no consolidated VIEs for the years ended December 31, 2015 or 2014.

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6. OTHER ASSETS

The components of other assets are summarized as follows:

December 31, 2015 December 31, 2014

Equipment and fixtures

$ 30,547 $ 24,913

Less: accumulated depreciation

(19,609 ) (15,183 )

Other intangible assets

2,172 7,130

Deferred financing costs, net-lines of Credit

1,735 1,363

Prepaid expenses and deposits

11,463 8,891

Receivables, net

46,774 31,946

Notes receivable from Strategic 1031

84,331

Other notes receivable

4,350 9,661

Investments in Trusts

3,590 3,590

Fair value of interest rate swaps

4,996 3,583

$ 170,349 $ 75,894

The notes receivable from Strategic 1031 represents the $84,331 principal amount loaned to Strategic 1031 to finance Strategic 1031’s acquisition of the Excluded Assets in conjunction with the Company’s acquisition of SmartStop.

7. NOTES PAYABLE

The components of notes payable are summarized as follows:

December 31, 2015 December 31, 2014

Fixed Rate

Mortgage loans with banks (including loans subject to interest rate swaps) bearing interest at fixed rates between 2.8% and 6.7%. The loans are collateralized by mortgages on real estate assets and the assignment of rents. Principal and interest payments are made monthly with all outstanding principal and interest due between March 2016 and February 2023.

$ 1,613,490 $ 1,164,303

Unsecured loan with bank (loan subject to an interest rate swap) bearing interest at a fixed rate of 3.1%. Principal and interest payments are made monthly with outstanding principal and interest due March 2020.

73,825

Variable Rate

Mortgage loans with banks bearing floating interest rates based on 1 month LIBOR. Interest rates based on LIBOR are between LIBOR plus 1.6% (2.0% at December 31, 2015 and 1.8% at December 31, 2014) and LIBOR plus 2.0% (2.4% at December 31, 2015 and 2.2% at December 31, 2014). The loans are collateralized by mortgages on real estate assets and the assignment of rents. Principal and interest payments are made monthly with all outstanding principal and interest due between July 2016 and March 2021.

1,094,985 707,764

Total

2,782,300 1,872,067

Plus: Premium on notes payable

872 3,281

Less: unamortized debt issuance costs

(24,605 ) (16,367 )

Total

$ 2,758,567 $ 1,858,981

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The following table summarizes the scheduled maturities of notes payable at December 31, 2015:

2016

$ 167,477

2017

418,179

2018

416,512

2019

438,244

2020

872,441

Thereafter

469,447

$ 2,782,300

Certain mortgage and construction loans with variable interest rates are subject to interest rate floors starting at 1.90%. Real estate assets are pledged as collateral for the notes payable. Of the Company’s $2,782,300 principal amount in notes payable outstanding at December 31, 2015, $2,430,623 were recourse due to guarantees or other security provisions. The Company is subject to certain restrictive covenants relating to the outstanding notes payable. The Company was in compliance with all financial covenants at December 31, 2015.

8. DERIVATIVES

The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments and borrowings.

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income (“OCI”) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. A portion of these changes is excluded from accumulated other comprehensive income as it is allocated to noncontrolling interests. During the years ended December 31, 2015, 2014 and 2013, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt. During 2016, the Company estimates that an additional $12,440 will be reclassified as an increase to interest expense.

The following table summarizes the terms of the Company’s 29 derivative financial instruments, which have a total combined notional amount of $1,743,790 as of December 31, 2015:

Hedge Product

Range of Notional
Amounts

Strike

Effective Dates Maturity Dates

Swap Agreements

$5,058 – $126,000 0.8% – 3.9% 10/3/2011 – 11/1/2015 9/20/2018 – 2/1/2023

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Fair Values of Derivative Instruments

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets:

Asset (Liability) Derivatives
December 31, 2015 December 31, 2014

Derivatives designated as hedging instruments:

Fair Value

Other assets

$ 4,996 $ 3,583

Other liabilities

$ (6,991 ) $ (3,533 )

Effect of Derivative Instruments

The tables below present the effect of the Company’s derivative financial instruments on the consolidated statements of operations for the periods presented. No tax effect has been presented as the derivative instruments are held by the Company:

Type

Classification of
Income (Expense)
For the Year Ended December 31,
2015 2014 2013

Swap Agreements

Interest expense $ (12,487 ) $ (8,780 ) $ (8,917 )

Gain (loss)
recognized in OCI
Location of amounts
reclassified from OCI
into income
Gain (loss)
reclassifed from OCI
For the Year Ended
December 31,
For the Year Ended
December 31,

Type

2015 2014 2015 2014

Swap Agreements

$ (17,669 ) $ (18,557 ) Interest expense $ (12,487 ) $ (8,780 )

Credit-Risk-Related Contingent Features

The Company has agreements with some of its derivative counterparties that contain provisions pursuant to which, the Company could be declared in default of its derivative obligations if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender.

The Company also has an agreement with some of its derivative counterparties that incorporates the loan covenant provisions of the Company’s indebtedness with a lender affiliate of the derivative counterparty. Failure to comply with the loan covenant provisions would result in the Company being in default on any derivative instrument obligations covered by the agreement.

As of December 31, 2015, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $6,991. As of December 31, 2015, the Company had not posted any collateral related to these agreements. If the Company had breached any of these provisions as of December 31, 2015, it could have been required to settle its obligations under the agreements at their termination value of $2,995, including accrued interest.

9. NOTES PAYABLE TO TRUSTS

During July 2005, ESS Statutory Trust III (the “Trust III”), a newly formed Delaware statutory trust and a wholly-owned, unconsolidated subsidiary of the Operating Partnership, issued an aggregate of $40,000 of preferred securities which mature on July 31, 2035. In addition, the Trust III issued 1,238 of Trust common securities to the Operating Partnership for a purchase price of $1,238. On July 27, 2005, the proceeds from the sale of the preferred and common securities of $41,238 were loaned in the form of a note to the Operating

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Partnership (“Note 3”). Note 3 had a fixed rate of 6.91% through July 31, 2010, and then was payable at a variable rate equal to the three-month LIBOR plus 2.40% per annum. Effective July 11, 2011, the Trust III entered into an interest rate swap that fixes the interest rate to be paid at 4.99% per annum and matures July 11, 2018. The interest on Note 3, payable quarterly, will be used by the Trust III to pay dividends on the trust preferred securities. The trust preferred securities became redeemable by the Trust III with no prepayment premium on July 27, 2010.

During May 2005, ESS Statutory Trust II (the “Trust II”), a newly formed Delaware statutory trust and a wholly-owned, unconsolidated subsidiary of the Operating Partnership of the Company, issued an aggregate of $41,000 of preferred securities which mature on June 30, 2035. In addition, the Trust II issued 1,269 of Trust common securities to the Operating Partnership for a purchase price of $1,269. On May 24, 2005, the proceeds from the sale of the preferred and common securities of $42,269 were loaned in the form of a note to the Operating Partnership (“Note 2”). Note 2 had a fixed rate of 6.67% through June 30, 2010, and then was payable at a variable rate equal to the three-month LIBOR plus 2.40% per annum. Effective July 11, 2011, the Trust II entered into an interest rate swap that fixes the interest rate to be paid at 4.99% per annum and matures July 11, 2018. The interest on Note 2, payable quarterly, will be used by the Trust II to pay dividends on the trust preferred securities. The trust preferred securities became redeemable by the Trust II with no prepayment premium on June 30, 2010.

During April 2005, ESS Statutory Trust I (the “Trust”), a newly formed Delaware statutory trust and a wholly-owned, unconsolidated subsidiary of the Operating Partnership of the Company issued an aggregate of $35,000 of trust preferred securities which mature on June 30, 2035. In addition, the Trust issued 1,083 of Trust common securities to the Operating Partnership for a purchase price of $1,083. On April 8, 2005, the proceeds from the sale of the trust preferred and common securities of $36,083 were loaned in the form of a note to the Operating Partnership (the “Note”). The Note has a variable rate equal to the three-month LIBOR plus 2.25% per annum. Effective June 30, 2010, the Trust entered into an interest rate swap that fixes the interest rate to be paid at 5.14% per annum and matures on June 30, 2018. The interest on the Note, payable quarterly, will be used by the Trust to pay dividends on the trust preferred securities. The trust preferred securities are redeemable by the Trust with no prepayment premium.

Trust, Trust II and Trust III (together, the “Trusts”) are VIEs because the holders of the equity investment at risk (the trust preferred securities) do not have the power to direct the activities of the entities that most significantly affect the entities’ economic performance because of their lack of voting or similar rights. Because the Operating Partnership’s investment in the Trusts’ common securities was financed directly by the Trusts as a result of its loan of the proceeds to the Operating Partnership, that investment is not considered to be an equity investment at risk. The Operating Partnership’s investment in the Trusts is not a variable interest because equity interests are variable interests only to the extent that the investment is considered to be at risk, and therefore the Operating Partnership cannot be the primary beneficiary of the Trusts. Since the Company is not the primary beneficiary of the Trusts, they have not been consolidated. A debt obligation has been recorded in the form of notes as discussed above for the proceeds, which are owed to the Trusts by the Company. The Company has also recorded its investment in the Trusts’ common securities as other assets.

The Company has not provided financing or other support during the periods presented to the Trusts that it was not previously contractually obligated to provide. The Company’s maximum exposure to loss as a result of its involvement with the Trusts is equal to the total amount of the notes discussed above less the amounts of the Company’s investments in the Trusts’ common securities. The net amount is the notes payable that the Trusts owe to third parties for their investments in the Trusts’ preferred securities.

The notes payable to trusts are presented net of unamortized deferred financing costs of $2,399 and $2,531 as of December 31, 2015 and 2014, respectively.

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Following is a tabular comparison of the liabilities the Company has recorded as a result of its involvements with the Trusts to the maximum exposure to loss the Company is subject to related to the Trusts as of December 31, 2015:

Notes payable Investment Maximum
to Trusts Balance exposure to loss Difference

Trust

$ 36,083 $ 1,083 $ 35,000 $

Trust II

42,269 1,269 41,000

Trust III

41,238 1,238 40,000

119,590 3,590 116,000

Unamortized debt issuance costs

(2,399 )

$ 117,191 $ 3,590 $ 116,000 $

10. EXCHANGEABLE SENIOR NOTES

In September 2015, the Operating Partnership issued $575,000 of its 3.125% Exchangeable Senior Notes due 2035. Costs incurred to issue the 2015 Notes were approximately $11,992, consisting primarily of a 2% underwriting fee. These costs are being amortized as an adjustment to interest expense over five years, which represents the estimated term based on the first available redemption date, and are included in other assets in the condensed consolidated balance sheets. The 2015 Notes are general unsecured senior obligations of the Operating Partnership and are fully guaranteed by the Company. Interest is payable on April 1 and October 1 of each year beginning April 1, 2016, until the maturity date of October 1, 2035. The Notes bear interest at 3.125% per annum and contain an exchange settlement feature, which provides that the 2015 Notes may, under certain circumstances, be exchangeable for cash (for the principal amount of the 2015 Notes) and, with respect to any excess exchange value, for cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock, at the Company’s option. The exchange rate of the 2015 Notes as of December 31, 2015 was approximately 10.48 shares of the Company’s common stock per $1,000 principal amount of the 2015 Notes.

The Operating Partnership may redeem the 2015 Notes at any time to preserve the Company’s status as a REIT. In addition, on or after October 5, 2020, the Operating Partnership may redeem the 2015 Notes for cash, in whole or in part, at 100% of the principal amount plus accrued and unpaid interest, upon at least 30 days but not more than 60 days prior written notice to the holders of the 2015 Notes. The holders of the 2015 Notes have the right to require the Operating Partnership to repurchase the 2015 Notes for cash, in whole or in part, on October 1 of the years 2020, 2025 and 2030, (unless the Operating Partnership has called the 2015 Notes for redemption), and upon the occurrence of certain designated events, in each case for a repurchase price equal to 100% of the principal amount of the 2015 Notes plus accrued and unpaid interest. Certain events are considered “Events of Default,” as defined in the indenture governing the 2015 Notes, which may result in the accelerated maturity of the 2015 Notes.

On June 21, 2013, the Operating Partnership issued $250,000 of its 2.375% Exchangeable Senior Notes due 2033 at a 1.5% discount, or $3,750. Costs incurred to issue the 2013 Notes were approximately $1,672. These costs are being amortized as an adjustment to interest expense over five years, which represents the estimated term based on the first available redemption date, and are included in other assets in the condensed consolidated balance sheets. The 2013 Notes are general unsecured senior obligations of the Operating Partnership and are fully guaranteed by the Company. Interest is payable on January 1 and July 1 of each year beginning January 1, 2014, until the maturity date of July 1, 2033. The 2013 Notes bear interest at 2.375% per annum and contain an exchange settlement feature, which provides that the 2013 Notes may, under certain circumstances, be exchangeable for cash (for the principal amount of the 2013 Notes) and, with respect to any excess exchange value, for cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock, at the Company’s option. The exchange rate of the 2013 Notes as of December 31, 2015 was approximately 18.18 shares of the Company’s common stock per $1,000 principal amount of the 2013 Notes.

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Additionally, the 2013 Notes and the 2015 Notes can be exchanged during any calendar quarter, if the last reported sale price of the common stock of the Company is greater than or equal to 130% of the exchange price for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter. The price of the Company’s common stock exceeded 130% of the exchange price for the required time period for the 2013 Notes during the quarter ended December 31, 2015. Therefore, holders of the 2013 Notes may elect to exchange such notes during the quarter ending March 31, 2016. The price of the Company’s common stock did not exceed 130% of the exchange price for the required time period for the 2015 Notes during the quarter ended December 31, 2015.

The Operating Partnership may redeem the 2013 Notes at any time to preserve the Company’s status as a REIT. In addition, on or after July 5, 2018, the Operating Partnership may redeem the 2013 Notes for cash, in whole or in part, at 100% of the principal amount plus accrued and unpaid interest, upon at least 30 days but not more than 60 days prior written notice to the holders of the 2013 Notes. The holders of the 2013 Notes have the right to require the Operating Partnership to repurchase the 2013 Notes for cash, in whole or in part, on July 1 of the years 2018, 2023 and 2028, and upon the occurrence of certain designated events, in each case for a repurchase price equal to 100% of the principal amount of the 2013 Notes plus accrued and unpaid interest. Certain events are considered “Events of Default,” as defined in the indenture governing the 2013 Notes, which may result in the accelerated maturity of the 2013 Notes.

GAAP requires entities with convertible debt instruments that may be settled entirely or partially in cash upon conversion to separately account for the liability and equity components of the instrument in a manner that reflects the issuer’s economic interest cost. The Company therefore accounts for the liability and equity components of the 2013 Notes and 2015 Notes separately. The equity components are included in paid-in capital in stockholders’ equity in the condensed consolidated balance sheets, and the value of the equity components are treated as original issue discount for purposes of accounting for the debt components. The discounts are being amortized as interest expense over the remaining period of the debt through its first redemption date, July 1, 2018 for the 2013 Notes and October 1, 2020 for the 2015 Notes. The effective interest rate on the liability components of both the 2013 Notes and the 2015 Notes is 4.0%, which approximates the market rate of interest of similar debt without exchange features (i.e. nonconvertible debt) at the time of issuance.

Information about the carrying amount of the equity component, the principal amount of the liability component, its unamortized discount and its net carrying amount were as follows for the periods indicated:

December 31, 2015 December 31, 2014

Carrying amount of equity component—2013 Notes

$ $ 14,496

Carrying amount of equity component—2015 Notes

22,597

Carrying amount of equity components

$ 22,597 $ 14,496

Principal amount of liability component 2013 Notes

$ 85,364 $ 250,000

Principal amount of liability component 2015 Notes

575,000

Unamortized discount—equity component—2013 Notes

(2,605 ) (10,448 )

Unamortized discount—equity component—2015 Notes

(21,565 )

Unamortized cash discount—2013 Notes

(633 ) (2,606 )

Unamortized debt issuance costs

(11,698 ) (1,222 )

Net carrying amount of liability components

$ 623,863 $ 235,724

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The amount of interest cost recognized relating to the contractual interest rate and the amortization of the discount on the liability component for the 2013 and 2015 senior notes was as follows for the periods indicated:

For the Year Ended December 31,
2015 2014 2013

Contractual interest

$ 9,939 $ 5,936 $ 3,134

Amortization of discount

3,310 2,683 1,404

Total interest expense recognized

$ 13,249 $ 8,619 $ 4,538

Repurchase of 2013 Notes

As part of the 2015 Notes offering, the Company repurchased $164,636 of the 2013 Notes for $227,212 on September 15, 2015. The Company allocated the value of the consideration paid to repurchase the 2013 Notes (1) to the extinguishment of the liability component and (2) to the reacquisition of the equity component. The amount allocated to the extinguishment of the liability component is equal to the fair value of that component immediately prior to extinguishment. The difference between the consideration attributed to the extinguishment of the liability component and the sum of (a) the net carrying amount of the repurchased liability component, and (b) the related unamortized debt issuance costs, is recognized as a gain on debt extinguishment. The remaining settlement consideration is allocated to the reacquisition of the equity component of the repurchased 2013 Notes and recognized as a reduction of stockholders’ equity.

Information about the repurchase is as follows:

September 15, 2015

Principal amount repurchased

$ 164,636

Amount allocated to:

Extinguishment of liability component

$ 157,100

Reacquisition of equity component

70,112

Total cash paid for repurchase

$ 227,212

Exchangeable senior notes repurchased

$ 164,636

Extinguishment of liability component

(157,100 )

Discount on exchangeable senior notes

(6,931 )

Related debt issuance costs

(605 )

Gain/(Loss) on repurchase

$

11. LINES OF CREDIT

All of the Company’s lines of credit are guaranteed by the Company and secured by mortgages on certain real estate assets. The following table presents information on the Company’s lines of credit, the proceeds of which are used to repay debt and for general corporate purposes, for the periods indicated:

As of December 31, 2015

Line of Credit

Amount
Drawn
Capacity Interest
Rate
Origination
Date
Maturity Basis Rate (1) Notes

Credit Line 1

$ 36,000 $ 180,000 2.1% 6/4/2010 6/30/2018 LIBOR plus 1.7% (2)

Credit Line 2

50,000 2.2% 11/16/2010 2/13/2017 LIBOR plus 1.8% (3)

Credit Line 3

80,000 2.1% 4/29/2011 11/18/2016 LIBOR plus 1.7% (3)

Credit Line 4

50,000 2.1% 9/29/2014 9/29/2017 LIBOR plus 1.7% (3)

$ 36,000 $ 360,000

(1) 30-day USD LIBOR
(2) One two-year extension available
(3) Two one-year extensions available

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12. OTHER LIABILITIES

The components of other liabilities are summarized as follows:

December 31, 2015 December 31, 2014

Deferred rental income

$ 35,904 $ 28,485

Lease obligation liability

713

Fair value of interest rate swaps

6,991 3,533

Income taxes payable

2,223 672

Deferred tax liability

10,728 5,367

Earnout provisions on acquisitions

5,510 8,033

Unpaid claims liability

11,313 1,832

Other miscellaneous liabilities

7,820 6,084

$ 80,489 $ 54,719

Included in the unpaid claims liability are claims related to the Company’s tenant reinsurance program. For the years ended December 31, 2015, 2014 and 2013, the number of claims made were 3,959, 2,942 and 2,316, respectively. The following table presents information on the portion of the Company’s unpaid claims liability that relates to tenant insurance for the periods indicated:

For the Year Ended
December 31,

Tenant Reinsurance Claims:

2015 2014 2013

Unpaid claims liability at beginning of year

$ 3,121 $ 2,112 $ 1,414

Claims and claim adjustment expense for claims incurred in the current year

6,421 5,126 3,817

Claims and claim adjustment expense for claims incurred in the prior years

(345 ) (116 )

Payments for current year claims

(4,283 ) (2,954 ) (1,751 )

Payments for prior year claims

(1,351 ) (818 ) (1,252 )

Unpaid claims liability at the end of the year

$ 3,908 $ 3,121 $ 2,112

13. RELATED PARTY AND AFFILIATED REAL ESTATE JOINT VENTURE TRANSACTIONS

The Company provides management services to certain joint ventures, third parties and other related party stores. Management agreements provide generally for management fees of 6.0% of cash collected from total revenues for the management of operations at the stores. In addition, the Company receives an asset management fee equal to 50 basis points multiplied by the total asset value of the stores owned by the SPI joint venture, provided certain requirements are met.

Management fee revenues for related party and affiliated real estate joint ventures and other income are summarized as follows:

For the Year Ended December 31,

Entity

Type

2015 2014 2013
ESW Affiliated real estate joint ventures $ 515 $ 480 $ 450
ESW II Affiliated real estate joint ventures 452 410 382
ESNPS Affiliated real estate joint ventures 584 550 528
ESSM Affiliated real estate joint ventures 152 132 117
HSRE Affiliated real estate joint ventures 1,201 1,146
PRISA Affiliated real estate joint ventures 5,809 5,466 5,215
PRISA II Affiliated real estate joint ventures 4,703 4,635 4,397
VRS Affiliated real estate joint ventures 1,398 1,326 1,286
WCOT Affiliated real estate joint ventures 1,799 1,680 1,601
SP I Affiliated real estate joint ventures 2,075 1,999 1,953
Other Franchisees, third parties and other 16,674 10,336 9,539

$ 34,161 $ 28,215 $ 26,614

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Receivables from related parties and affiliated real estate joint ventures balances are summarized as follows:

December 31, 2015 December 31, 2014

Mortgage notes receivable

$ $ 10,590

Other receivables from stores

2,205 1,188

$ 2,205 $ 11,778

Other receivables from stores consist of amounts due for management fees, asset management fees and expenses paid on behalf of the stores that the Company manages. The Company believes that all of these related party and affiliated real estate joint venture receivables are fully collectible. The Company does not have any payables to related parties at December 31, 2015 or 2014.

The Company has entered into an annual aircraft dry lease and service and management agreement with SpenAero, L.C. (“SpenAero”), an affiliate of Spencer F. Kirk, the Company’s Chief Executive Officer. Under the terms of the agreement, the Company pays a defined hourly rate for use of the aircraft. During the years ended December 31, 2015, 2014 and 2013, the Company paid SpenAero $1,163, $1,059 and $803, respectively. The services that the Company receives from SpenAero are similar in nature and comparable in price to those that are provided to other outside third parties.

14. STOCKHOLDERS’ EQUITY

The Company’s charter provides that it can issue up to 500,000,000 shares of common stock, $0.01 par value per share and 50,000,000 shares of preferred stock, $0.01 par value per share. As of December 31, 2015, 124,119,531 shares of common stock were issued and outstanding, and no shares of preferred stock were issued or outstanding.

All holders of the Company’s common stock are entitled to receive dividends and to one vote on all matters submitted to a vote of stockholders. The transfer agent and registrar for the Company’s common stock is American Stock Transfer & Trust Company.

On June 22, 2015, the Company issued and sold 6,325,000 shares of its common stock in a public offering at a price of $68.15 per share. The Company received gross proceeds of $431,049. The underwriting discount and transaction costs were $14,438, resulting in net proceeds of $416,611.

On August 28, 2015, the Company filed a $400,000 “at the market” equity program with the Securities and Exchange Commission, and entered into separate equity distribution agreements with five sales agents. Under the terms of the equity distribution agreements, the Company may from time to time offer and sell shares of common stock, up to the aggregate offering price of $400,000, through its sales agents. During the year ended December 31, 2015, the Company sold 410,000 shares of common stock at an average sales price of $75.17 per share, resulting in net proceeds of $30,266.

On November 8, 2013, the Company issued and sold 4,500,000 shares of its common stock in a public offering at a price to the underwriter of $45.81 per share. The Company received gross proceeds of $206,145. Transaction costs were $157, resulting in net proceeds of $205,988.

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15. NONCONTROLLING INTEREST REPRESENTED BY PREFERRED OPERATING PARTNERSHIP UNITS

Classification of Noncontrolling Interests

GAAP requires a company to present ownership interests in subsidiaries held by parties other than the company in the consolidated financial statements within the equity section, but separate from the company’s equity. It also requires the amount of consolidated net income attributable to the parent and to the noncontrolling interest to be clearly identified and presented on the face of the consolidated statement of operations and requires changes in ownership interest to be accounted for similarly as equity transactions. If noncontrolling interests are determined to be redeemable, they are to be carried at their redemption value as of the balance sheet date and reported as temporary equity.

The Company has evaluated the terms of the Operating Partnership’s preferred units and classifies the noncontrolling interest represented by such preferred units as stockholders’ equity in the accompanying consolidated balance sheets. The Company will periodically evaluate individual noncontrolling interests for the ability to continue to recognize the noncontrolling amount as permanent equity in the consolidated balance sheets. Any noncontrolling interests that fail to qualify as permanent equity will be reclassified as temporary equity and adjusted to the greater of (1) the carrying amount, or (2) its redemption value as of the end of the period in which the determination is made.

Series A Participating Redeemable Preferred Units

On June 15, 2007, the Operating Partnership entered into a Contribution Agreement with various limited partnerships affiliated with AAAAA Rent-A-Space to acquire ten stores in exchange for 989,980 Series A Units. The stores are located in California and Hawaii.

The partnership agreement of the Operating Partnership (as amended, the “Partnership Agreement”) provides for the designation and issuance of the Series A Units. The Series A Units have priority over all other partnership interests of the Operating Partnership with respect to distributions and liquidation.

Under the Partnership Agreement, Series A Units in the amount of $115,000 bear a fixed priority return of 5.0% and have a fixed liquidation value of $115,000. The remaining balance participates in distributions with, and has a liquidation value equal to, that of the common OP Units. The Series A Units became redeemable at the option of the holder on September 1, 2008, which redemption obligation may be satisfied, at the Company’s option, in cash or shares of its common stock.

On June 25, 2007, the Operating Partnership loaned the holders of the Series A Units $100,000. The note receivable bears interest at 4.85%. During 2013, a loan amendment was signed extending the maturity date to September 1, 2020. The loan is secured by the borrower’s Series A Units. The holders of the Series A Units could redeem up to 114,500 Series A Units prior to the maturity date of the loan. If any redemption in excess of 114,500 Series A Units occurs prior to the maturity date, the holder of the Series A Units is required to repay the loan as of the date of that redemption. On October 3, 2014, the holders of the Series A Units redeemed 114,500 Series A Units for $4,794 in cash and 280,331 shares of common stock. No additional redemption of Series A Units can be made without repayment of the loan. The Series A Units are shown on the balance sheet net of the $100,000 loan because the borrower under the loan receivable is also the holder of the Series A Units.

Series B Redeemable Preferred Units

On April 3, 2014, the Operating Partnership completed the purchase of a store located in Georgia. This store was acquired in exchange for $15,158 of cash and 333,360 Series B Units valued at $8,334.

On August 29, 2013, the Operating Partnership completed the purchase of 19 out of 20 stores affiliated with All Aboard Mini Storage, all of which are located in California. On September 26, 2013, the Operating

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Partnership completed the purchase of the remaining facility. These stores were acquired in exchange for $100,876 in cash (including $98,960 of debt assumed and immediately defeased at closing), 1,342,727 Series B Units valued at $33,569, and 1,448,108 common OP Units valued at $62,341.

The Partnership Agreement provides for the designation and issuance of the Series B Units. The Series B Units rank junior to the Series A Units, on parity with the Series C Units and Series D Units, and senior to all other partnership interests of the Operating Partnership with respect to distributions and liquidation.

The Series B Units have a liquidation value of $25.00 per unit for a fixed liquidation value of $41,903. Holders of the Series B Units receive distributions at an annual rate of 6.0%. These distributions are cumulative. The Series B Units are redeemable at the option of the holder on the first anniversary of the date of issuance, which redemption obligations may be satisfied at the Company’s option in cash or shares of its common stock.

Series C Convertible Redeemable Preferred Units

On November 19, 2013, the Operating Partnership entered into Contribution Agreements with various entities affiliated with Grupe, under which the Company agreed to acquire twelve stores, all of which are located in California. The Company completed the purchase of these stores between December 2013 and May 2014. The Company previously held a 35% interest in five of these stores and a 40% interest in one store through six separate joint ventures with Grupe. These stores were acquired in exchange for a total of approximately $45,722 of cash, the assumption of $37,532 in existing debt, and the issuance of 704,016 Series C Units valued at $30,960.

The Partnership Agreement provides for the designation and issuance of the Series C Units. The Series C Units rank junior to the Series A Units, on parity with the Series B Units and Series D Units, and senior to all other partnership interests of the Operating Partnership with respect to distributions and liquidation.

The Series C Units have a liquidation value of $42.10 per unit for a fixed liquidation value of $29,639. From issuance to the fifth anniversary of issuance, each Series C Unit holder will receive quarterly distributions equal to the quarterly distribution for common OP Unit plus $0.18. Beginning on the fifth anniversary of issuance, each Series C Unit holder will receive a fixed quarterly distribution equal to the aggregate quarterly distribution payable in respect of such Series C Unit during the four quarters immediately preceding the fifth anniversary of issuance divided by four. These distributions are cumulative. The Series C Units will become redeemable at the option of the holder one year from the date of issuance, which redemption obligation may be satisfied at the Company’s option in cash or shares of its common stock. The Series C Units will also become convertible into common OP Units at the option of the holder one year from the date of issuance, at a rate of 0.9145 common OP Units per Series C Unit converted. This conversion option expires upon the fifth anniversary of the date of issuance.

In December 2014, the Operating Partnership loaned holders of the Series C Units $20,230. The notes receivable, which are collateralized by the Series C Units, bear interest at 5.0% and mature on December 15, 2024. The Series C Units are shown on the balance sheet net of the $20,230 loan because the borrower under the loan receivable is also the holder of the Series C Units.

Series D Redeemable Preferred Units

In December 2014, the Operating Partnership completed the acquisition of a store located in Florida. This store was acquired in exchange for $5,621 in cash and 548,390 Series D Units valued at $13,710.

The Partnership Agreement provides for the designation and issuance of the Series D Units. The Series D Units rank junior to the Series A Units, on parity with the Series B Units and Series C Units, and senior to all other partnership interest of the Operating Partnership with respect to distributions and liquidation.

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The Series D Units have a liquidation value of $25.00 per unit, for a fixed liquidation value of $13,710. Holders of the Series D Units receive distributions at an annual rate of 5.0%. These distributions are cumulative. The Series D Units will become redeemable at the option of the holder on the first anniversary of the date of issuance, which redemption obligation may be satisfied at the Company’s option in cash or shares of its common stock.

16. NONCONTROLLING INTEREST IN OPERATING PARTNERSHIP

The Company’s interest in its stores is held through the Operating Partnership. ESS Holding Business Trust I, a wholly-owned subsidiary of the Company, is the sole general partner of the Operating Partnership. ESS Business Trust II, also a wholly-owned subsidiary of the Company, is a limited partner of the Operating Partnership. Between its general partner and limited partner interests, the Company held a 92.9% majority ownership interest therein as of December 31, 2015. The remaining ownership interests in the Operating Partnership (including Preferred Operating Partnership units) of 7.1% are held by certain former owners of assets acquired by the Operating Partnership. As of December 31, 2015, the Operating Partnership had 5,621,642 OP Units outstanding.

The noncontrolling interest in the Operating Partnership represents OP Units that are not owned by the Company. In conjunction with the formation of the Company and as a result of subsequent acquisitions, certain persons and entities contributing interests in stores to the Operating Partnership received limited partnership units in the form of OP Units. Limited partners who received OP Units in the formation transactions or in exchange for contributions for interests in stores have the right to require the Operating Partnership to redeem part or all of their OP Units for cash based upon the fair market value of an equivalent number of shares of the Company’s common stock (10 day average) at the time of the redemption. Alternatively, the Company may, at its sole discretion, elect to acquire those OP Units in exchange for shares of its common stock on a one-for-one basis, subject to anti-dilution adjustments provided in the Operating Partnership agreement. The ten day average closing stock price at December 31, 2015, was $88.75 and there were 5,621,642 OP Units outstanding. Assuming that all of the unit holders exercised their right to redeem all of their OP Units on December 31, 2015 and the Company elected to pay the non-controlling members cash, the Company would have paid $498,921 in cash consideration to redeem the units.

During the year ended December 31, 2015, a total of 787,850 OP Units were redeemed in exchange for the Company’s common stock.

On November 13, 2015, the Company purchased one store located in Texas. As part of the consideration for this acquisition, 91,434 OP Units were issued with a total value of $7,221.

On October 1, 2015, the Company acquired SmartStop. As part of the consideration for this acquisition, 376,848 OP Units were issued with a total value of $28,656.

On June 18, 2015, the Company purchased one store located in Florida. As part of the consideration for this acquisition, 71,054 OP Units were issued with a total value of $4,773.

On April 15, 2015, the Company purchased 22 stores located in Arizona and Texas. As part of the consideration for this acquisition, 1,504,277 OP Units were issued with a total value of $101,749.

In December 2014, the Company purchased a single store in California. As part of the consideration, 50,620 OP Units were issued for a value of $2,983.

During the year ended December 31, 2014, a total of 18,859 OP Units were redeemed in exchange for the Company’s common stock.

In October 2013, 12,500 OP Units were redeemed in exchange for the Company’s common stock. In March and April 2013, 1,000 OP Units were redeemed in exchange for $41 in cash.

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On August 29, 2013 and September 26, 2013, the Company purchased 20 stores in California. As part of the consideration, 1,448,108 OP Units were issued for a value of $62,341.

GAAP requires a company to present ownership interests in subsidiaries held by parties other than the company in the consolidated financial statements within the equity section but separate from the company’s equity. It also requires the amount of consolidated net income attributable to the parent and to the noncontrolling interest to be clearly identified and presented on the face of the consolidated statement of operations and requires changes in ownership interest to be accounted for similarly as equity transactions. If noncontrolling interests are determined to be redeemable, they are to be carried at their redemption value as of the balance sheet date and reported as temporary equity.

The Company has evaluated the terms of the common OP Units and classifies the noncontrolling interest represented by the common OP Units as stockholders’ equity in the accompanying consolidated balance sheets. The Company will periodically evaluate individual noncontrolling interests for the ability to continue to recognize the noncontrolling amount as permanent equity in the consolidated balance sheets. Any noncontrolling interests that fail to qualify as permanent equity will be reclassified as temporary equity and adjusted to the greater of (1) the carrying amount, or (2) its redemption value as of the end of the period in which the determination is made.

17. OTHER NONCONTROLLING INTERESTS

Other noncontrolling interests represent the ownership interest of third parties in two consolidated joint ventures as of December 31, 2015. One of these consolidated joint ventures owns a single operating store in California, and the other owns a store under development in Texas. The voting interests of the third-party owners range from 17.5% to 20.0%. Other noncontrolling interests are included in the stockholders’ equity section of the Company’s condensed consolidated balance sheets. The income or losses attributable to this third-party owner based on its ownership percentage are reflected in net income allocated to Operating Partnership and other noncontrolling interests in the condensed consolidated statements of operations

On June 11, 2015, the Company purchased its joint venture partner’s remaining 1% interest in HSRE for $1,267. HSRE owned 19 properties in California, Florida, Nevada, Ohio, Pennsylvania, Tennessee, Texas and Virginia, and as a result of this purchase, these properties became wholly-owned by the Company. Prior to this acquisition, the partner’s interest was reported in other noncontrolling interests. Since the Company retained its controlling interest in the subsidiary, this transaction was accounted for as an equity transaction. The carrying amount of the noncontrolling interest was reduced to zero to reflect the purchase, and the difference between the price paid by the Company and the carrying value of the noncontrolling interest was recorded as an adjustment to equity attributable to the Company.

In November 2013, the Company purchased its joint venture partner’s 10% membership interest in an existing joint venture for $1,292. The joint venture owned a single store located in California, and as a result of the acquisition, the store became wholly-owned by the Company. Since the Company retained its controlling financial interest in the subsidiary, this transaction was accounted for as an equity transaction. The carrying amount of the noncontrolling interest was reduced to zero to reflect the purchase, and the difference between the price paid by the Company and the adjustment to the carrying value of the noncontrolling interest was recorded as an adjustment to equity attributable to the parent.

In May 2013, the Company purchased one of its joint venture partner’s 27.6% capital interest and 35% profit interest in a previously unconsolidated joint venture for $950. The partner’s interest was reported in other noncontrolling interests prior to the purchase. As a result of the acquisition, the store became wholly-owned by the Company. Since the Company retained its controlling financial interest in the subsidiary, this transaction was accounted for as an equity transaction. The carrying amount of the noncontrolling interest was reduced to zero to reflect the purchase and the difference between the price paid by the Company and the carrying value of the noncontrolling interest was recorded as an adjustment to equity attributable to the parent.

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In February 2013, the Company purchased one of its joint venture partner’s 1.7% capital interest and 17% profit interest in a consolidated store for $200. As a result, the Company’s capital interest percentage in this joint venture increased from 95% to 96.7%. Since the Company retained its controlling financial interest in the subsidiary, this transaction was accounted for as an equity transaction. The carrying amount of the noncontrolling interest was reduced to reflect the purchase and the difference between the price paid by the Company and the adjustment to the carrying value of the noncontrolling interest was recorded as an adjustment to equity attributable to the parent.

18. STOCK-BASED COMPENSATION

As of December 31, 2015, 4,658,171 shares were available for issuance under the Company’s 2015 Incentive Award Plan (the “Plan”).

Option grants are issued with an exercise price equal to the closing price of stock on the date of grant. Unless otherwise determined by the Compensation, Nominating and Governance Committee (“CNG Committee”) at the time of grant, options shall vest ratably over a four-year period beginning on the date of grant. Each option will be exercisable once it has vested. Options are exercisable at such times and subject to such terms as determined by the CNG Committee, but under no circumstances may be exercised if such exercise would cause a violation of the ownership limit in the Company’s charter. Options expire 10 years from the date of grant.

Also as defined under the terms of the Plan, restricted stock grants may be awarded. The stock grants are subject to a vesting period over which the restrictions are released and the stock certificates are given to the grantee. During the performance or vesting period, the grantee is not permitted to sell, transfer, pledge, encumber or assign shares of restricted stock granted under the Plan; however, the grantee has the ability to vote the shares and receive nonforfeitable dividends paid on shares. Unless otherwise determined by the CNG Committee at the time of grant, the forfeiture and transfer restrictions on the shares lapse over a four-year period beginning on the date of grant.

Option Grants

A summary of stock option activity is as follows:

Options

Number of Shares Weighted Average
Exercise Price
Weighted Average
Remaining
Contractual Life
(Years)
Aggregate Intrinsic
Value as of
December 31, 2015

Outstanding at December 31, 2012

1,097,092 $ 13.89

Granted

49,075 38.40

Exercised

(391,543 ) 14.81

Forfeited

Outstanding at December 31, 2013

754,624 $ 15.01

Granted

31,000 47.50

Exercised

(211,747 ) 14.85

Forfeited

(5,150 ) 28.28

Outstanding at December 31, 2014

568,727 $ 16.62

Granted

89,575 69.93

Exercised

(79,974 ) 18.79

Forfeited

(5,699 ) 39.83

Outstanding at December 31, 2015

572,629 $ 24.42 4.87 $ 36,525

Vested and Expected to Vest

562,672 $ 23.70 4.79 $ 36,297

Ending Exercisable

429,348 $ 13.16 3.63 $ 32,222

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The aggregate intrinsic value in the table above represents the total value (the difference between the Company’s closing stock price on the last trading day of 2015 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2015. The amount of aggregate intrinsic value will change based on the fair market value of the Company’s stock.

The weighted average fair value of stock options granted in 2015, 2014 and 2013, was $16.89, $12.03 and $9.74, respectively. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:

For the Year Ended December 31,
2015 2014 2013

Expected volatility

38 % 40 % 42 %

Dividend yield

4 % 4 % 4 %

Risk-free interest rate

1.5 % 1.5 % 0.9 %

Average expected term (years)

5 5 5

The Black-Scholes model incorporates assumptions to value stock-based awards. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of the grant for the estimated life of the option. The Company uses actual historical data to calculate the expected price volatility, dividend yield and average expected term. The forfeiture rate, which is estimated at a weighted-average of 5.0% of unvested options outstanding as of December 31, 2015, is adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the previous estimates.

A summary of stock options outstanding and exercisable as of December 31, 2015, is as follows:

Options Outstanding Options Exercisable

Exercise Price

Shares Weighted Average
Remaining
Contractual Life
Weighted Average
Exercise Price
Shares Weighted Average
Exercise Price

$6.22

167,000 3.13 $ 6.22 167,000 $ 6.22

$11.59—$15.07

182,410 3.14 13.28 182,410 13.28

$15.30—$47.50

133,644 6.37 31.87 79,938 27.38

$65.36—$65.45

39,575 9.14 65.40

$73.52

50,000 9.58 73.52

$6.22—$73.52

572,629 4.87 $ 24.42 429,348 $ 13.16

The Company recorded compensation expense relating to outstanding options of $510, $456 and $536 in general and administrative expense for the years ended December 31, 2015, 2014 and 2013, respectively. Total cash received for the years ended December 31, 2015, 2014 and 2013, related to option exercises was $1,542, $3,095 and $5,896, respectively. At December 31, 2015, there was $1,427 of total unrecognized compensation expense related to non-vested stock options under the Company’s 2004 Long-Term Incentive Compensation Plan. That cost is expected to be recognized over a weighted-average period of 2.58 years. The valuation model applied in this calculation utilizes subjective assumptions that could potentially change over time, including the expected forfeiture rate. Therefore, the amount of unrecognized compensation expense at December 31, 2015, noted above does not necessarily represent the expense that will ultimately be realized by the Company in the statement of operations.

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Common Stock Granted to Employees and Directors

The Company recorded $5,545, $4,528 and $4,283 of expense in general and administrative expense in its statement of operations related to outstanding shares of common stock granted to employees and directors for the years ended December 31, 2015, 2014 and 2013, respectively. The forfeiture rate, which is estimated at a weighted-average of 10.2% of unvested awards outstanding as of December 31, 2015, is adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the previous estimates. At December 31, 2015 there was $11,868 of total unrecognized compensation expense related to non-vested restricted stock awards under the Company’s 2004 Long-Term Incentive Compensation Plan. That cost is expected to be recognized over a weighted-average period of 2.45 years.

The fair value of common stock awards is determined based on the closing trading price of the Company’s common stock on the grant date.

A summary of the Company’s employee and director share grant activity is as follows:

Restricted Stock Grants

Shares Weighted-Average
Grant-Date Fair
Value

Unreleased at December 31, 2012

540,272 $ 17.93

Granted

137,602 39.51

Released

(259,191 ) 15.11

Cancelled

(23,323 ) 23.62

Unreleased at December 31, 2013

395,360 $ 26.96

Granted

117,370 49.25

Released

(197,386 ) 23.07

Cancelled

(23,595 ) 37.19

Unreleased at December 31, 2014

291,749 $ 37.73

Granted

174,558 69.18

Released

(129,808 ) 34.86

Cancelled

(18,090 ) 44.54

Unreleased at December 31, 2015

318,409 $ 55.75

19. EMPLOYEE BENEFIT PLAN

The Company has a retirement savings plan under Section 401(k) of the Internal Revenue Code under which eligible employees can contribute up to 15% of their annual salary, subject to a statutory prescribed annual limit. For the years ended December 31, 2015, 2014 and 2013, the Company made matching contributions to the plan of $1,680, $1,529 and $1,013, respectively, based on 100% of the first 3% and up to 50% of the next 2% of an employee’s compensation.

20. INCOME TAXES

As a REIT, the Company is generally not subject to federal income tax with respect to that portion of its income which is distributed annually to its stockholders. However, the Company has elected to treat one of its corporate subsidiaries, Extra Space Management, Inc., as a taxable REIT subsidiary. In general, the Company’s TRS may perform additional services for tenants and generally may engage in any real estate or non-real estate related business. A TRS is subject to corporate federal income tax. The Company accounts for income taxes in accordance with the provisions of ASC 740, “Income Taxes.” Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities. The Company has elected to use the Tax-Law-Ordering approach to determine when excess tax benefits will be realized.

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The income tax provision for the years ended December 31, 2015, 2014 and 2013, is comprised of the following components:

For the Year Ended December 31, 2015
Federal State Total

Current expense

$ 3,736 $ 1,640 $ 5,376

Tax credits/True-up

274 274

Change in deferred benefit

7,016 (1,518 ) 5,498

Total tax expense

$ 11,026 $ 122 $ 11,148

For the Year Ended December 31, 2014
Federal State Total

Current expense

$ 6,020 $ 1,374 $ 7,394

Tax credits/True-up

(2,176 ) (2,176 )

Change in deferred benefit

803 1,549 2,352

Total tax expense

$ 4,647 $ 2,923 $ 7,570

For the Year Ended December 31, 2013
Federal State Total

Current expense

$ 9,572 $ 615 $ 10,187

Tax credits/True-up

(4,556 ) (4,556 )

Change in deferred benefit

4,353 4,353

Total tax expense

$ 9,369 $ 615 $ 9,984

A reconciliation of the statutory income tax provisions to the effective income tax provisions for the periods indicated is as follows:

For the Year Ended December 31,
2015 2014

Expected tax at statutory rate

$ 77,151 35.0 % $ 71,215 35.0 %

Non-taxable REIT income

(67,084 ) (30.4 %) (64,402 ) (31.7 %)

State and local tax expense—net of federal benefit

1,249 0.6 % 1,109 0.6 %

Change in valuation allowance

(624 ) (0.3 %) 1,663 0.8 %

Tax Credits/True-up (WOTC & Solar)

274 0.1 % (2,176 ) (1.1 %)

Miscellaneous

182 0.1 % 161 0.1 %

Total provision

$ 11,148 5.1 % $ 7,570 3.7 %

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The major sources of temporary differences stated at their deferred tax effects are as follows:

December 31,
2015
December 31,
2014

Deferred Tax Liabilities:

Fixed Assets

$ (17,360 ) $ (16,586 )

Other

(221 ) (269 )

State Deferred Taxes

(1,523 ) (1,576 )

Total Deferred Tax Liabilities

(19,104 ) (18,431 )

Deferred Tax Assets:

Capitive Insurance Subsidiary

429 447

Accrued liabilities

2,633 1,232

Stock compensation

1,346 1,176

Solar Credit

2,167 9,342

Other

309 840

SmartStop TRS

1,085

State Deferred Taxes

6,016 6,260

Total Deferred Tax Assets

13,985 19,297

Valuation Allowance

(5,609 ) (6,233 )

Net deferred income tax liabilities

$ (10,728 ) $ (5,367 )

The state income tax net operating losses expire between 2016 and 2033. The valuation allowance is associated with the state income tax net operating losses. The solar tax credit carryforwards expire between 2030 and 2034. The tax years 2011 through 2014 remain open related to the state returns, and 2012 through 2014 for the federal returns.

21. SEGMENT INFORMATION

The Company operates in three distinct segments: (1) rental operations; (2) tenant reinsurance; and (3) property management, acquisition and development. Management fees collected for wholly-owned stores are eliminated in consolidation. Financial information for the Company’s business segments is set forth below:

December 31,
2015
December 31,
2014

Balance Sheet

Investment in unconsolidated real estate ventures

Rental operations

$ 103,007 $ 85,711

Total assets

Rental operations

$ 5,674,030 $ 4,089,553

Tenant reinsurance

37,696 39,383

Property management, acquisition and development

359,681 253,051

$ 6,071,407 $ 4,381,987

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For the Year Ended December 31,
2015 2014 2013

Statement of Operations

Total revenues

Rental operations

$ 676,138 $ 559,868 $ 446,682

Tenant reinsurance

71,971 59,072 47,317

Property management, acquisition and development

34,161 28,215 26,614

782,270 647,155 520,613

Operating expenses, including depreciation and amortization

Rental operations

328,380 279,497 229,229

Tenant reinsurance

13,033 10,427 9,022

Property management, acquisition and development

146,201 78,763 68,879

487,614 368,687 307,130

Income (loss) from operations

Rental operations

347,758 280,371 217,453

Tenant reinsurance

58,938 48,645 38,295

Property management, acquisition and development

(112,040 ) (50,548 ) (42,265 )

294,656 278,468 213,483

Gain (loss) on real estate transactions and earnout from prior acquisitions

Property management, acquisition and development

1,501 (10,285 ) 960

Property casualty loss, net

Rental operations

(1,724 )

Loss on extinguishment of debt related to portfolio acquisition

Property management, acquisition and development

(9,153 )

Interest expense

Rental operations

(93,711 ) (80,160 ) (69,702 )

Property management, acquisition and development

(1,971 ) (1,170 ) (1,928 )

(95,682 ) (81,330 ) (71,630 )

Non-cash interest expense related to the amortization of discount on equity component of exchangeable senior notes

Property management, acquisition and development

(3,310 ) (2,683 ) (1,404 )

Interest income

Tenant reinsurance

15 17 17

Property management, acquisition and development

3,446 1,590 732

3,461 1,607 749

Interest income on note receivable from Preferred Operating Partnership unit holder

Property management, acquisition and development

4,850 4,850 4,850

Equity in earnings of unconsolidated real estate ventures

Rental operations

12,351 10,541 11,653

Equity in earnings of unconsolidated real estate ventures—gain on sale of real estate assets and purchase of partners’ interests

Rental operations

2,857 4,022 46,032

Income tax (expense) benefit

Rental operations

(1,729 ) (1,157 ) (149 )

Tenant reinsurance

(9,780 ) (8,662 ) (13,409 )

Property management, acquisition and development

361 2,249 3,574

(11,148 ) (7,570 ) (9,984 )

Net income (loss)

Rental operations

267,526 213,617 205,287

Tenant reinsurance

49,173 40,000 24,903

Property management, acquisition and development

(107,163 ) (57,721 ) (44,634 )

$ 209,536 $ 195,896 $ 185,556

Depreciation and amortization expense

Rental operations

$ 124,415 $ 107,081 $ 89,217

Property management, acquisition and development

9,042 7,995 6,015

$ 133,457 $ 115,076 $ 95,232

Statement of Cash Flows

Acquisition of real estate assets

Property management, acquisition and development

$ (1,550,750 ) $ (503,538 ) $ (349,959 )

Development and redevelopment of real estate assets

Property management, acquisition and development

$ (26,931 ) $ (23,528 ) $ (6,466 )

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22. COMMITMENTS AND CONTINGENCIES

The Company has operating leases on its corporate offices and owns 19 stores that are subject to leases. At December 31, 2015, future minimum rental payments under these non-cancelable operating leases were as follows (unaudited):

Less than 1 year

$ 5,655

Year 2

4,326

Year 3

3,479

Year 4

2,861

Year 5

2,808

Thereafter

60,797

$ 79,926

The monthly rental amounts for two of the ground leases include contingent rental payments based on the level of revenue achieved at the stores. The Company recorded expense of $3,858, $3,406 and $3,032 related to these ground leases in the years ended December 31, 2015, 2014 and 2013, respectively.

The Company is involved in various legal proceedings and is subject to various claims and complaints arising in the ordinary course of business. Because litigation is inherently unpredictable, the outcome of these matters cannot presently be determined with any degree of certainty. In accordance with applicable accounting guidance, management establishes an accrued liability for litigation when those matters present loss contingencies that are both probable and reasonably estimable. In such cases, there may be an exposure to loss in excess of any amounts accrued. The estimated loss, if any, is based upon currently available information and is subject to significant judgment, a variety of assumptions, and known and unknown uncertainties. Therefore, any estimate(s) of loss disclosed below represents what management believes to be an estimate of loss only for certain matters meeting these criteria and does not represent our maximum loss exposure. The Company could in the future incur judgments or enter into settlements of claims that could have a material adverse effect on its results of operations in any particular period, notwithstanding the fact that the Company is currently vigorously defending any legal proceedings against it.

The Company currently has several legal proceedings pending against it that include causes of action alleging wrongful foreclosure, violations of various state specific self-storage statutes, and violations of various consumer fraud acts. As a result of these litigation matters, the Company recorded a liability of $850 during the year ended December 31, 2014, which is included in other liabilities on the consolidated balance sheets.

Although there can be no assurance, the Company is not aware of any material environmental liability, for which it believes it will be ultimately responsible, that could have a material adverse effect on its financial condition or results of operations. However, changes in applicable environmental laws and regulations, the uses and conditions of properties in the vicinity of the Company’s properties, the activities of its tenants and other environmental conditions of which the Company is unaware with respect to its properties could result in future material environmental liabilities.

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23. SUPPLEMENTARY QUARTERLY FINANCIAL DATA (UNAUDITED)

For the Three Months Ended
March 31,
2015
June 30,
2015
September 30,
2015
December 31,
2015

Revenues

$ 173,154 $ 185,860 $ 197,497 $ 225,759

Cost of operations

97,718 104,253 100,193 185,450

Revenues less cost of operations

$ 75,436 $ 81,607 $ 97,304 $ 40,309

Net income

$ 58,636 $ 60,956 $ 78,200 $ 11,744

Net income attributable to common stockholders

$ 53,742 $ 55,339 $ 71,718 $ 8,675

Earnings per common share—basic

$ 0.46 $ 0.47 $ 0.58 $ 0.07

Earnings per common share—diluted

$ 0.46 $ 0.47 $ 0.58 $ 0.07
For the Three Months Ended
March 31,
2014
June 30,
2014
September 30,
2014
December 31,
2014

Revenues

$ 152,587 $ 160,724 $ 169,067 $ 164,777

Cost of operations

92,189 90,063 91,574 94,861

Revenues less cost of operations

$ 60,398 $ 70,661 $ 77,493 $ 69,916

Net income

$ 41,209 $ 46,008 $ 59,193 $ 49,486

Net income attributable to common stockholders

$ 37,340 $ 41,665 $ 54,228 $ 45,122

Earnings per common share—basic

$ 0.32 $ 0.36 $ 0.47 $ 0.39

Earnings per common share—diluted

$ 0.32 $ 0.36 $ 0.47 $ 0.39

24. SUBSEQUENT EVENTS

Subsequent to year end the Company has purchased 16 stores for a total of $144,573. This includes the buyout of a joint venture partner’s interest in six stores at the value of the JV partner’s interest. These stores are located in Florida, Maryland, New Mexico, New York, Nevada, Tennessee and Texas.

Subsequent to year end, the Company sold 831,300 shares of common stock at an average sale price of $89.66 per share, resulting in net proceeds of $73,785.

Subsequent to year end, the Company repurchased $19,639 principal amount of the 2013 Notes and issued 130,909 shares of common stock for the value in excess of the principal amount.

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Extra Space Storage Inc.

Schedule III

Real Estate and Accumulated Depreciation

(Dollars in thousands)

Date acquired

or development

completed

Store Name

State Debt Land
initial cost
Building and
improvements
initial cost
Adjustments and
costs subsequent
to acquisition
Notes Gross carrying amount at December 31, 2015 Accumulated
depreciation
Land Building and
improvements
Total

08/23/2010

Auburn / Dean Rd AL $ 4,605 $ 324 $ 1,895 $ 135 $ 325 $ 2,029 $ 2,354 $ 336

08/23/2010

Auburn / Opelika Rd AL 1,787 92 138 177 92 315 407 101

07/02/2012

Birmingham / Grace Baker Rd AL 4,506 790 9,369 148 790 9,517 10,307 850

03/20/2014

Birmingham / Lorna Rd AL 7,382 2,381 11,224 105 2,381 11,329 13,710 523

10/01/2015

Daphne AL 970 4,182 28 970 4,210 5,180 27

08/31/2007

Hoover AL 4,055 1,313 2,858 701 1,313 3,559 4,872 1,159

10/01/2015

Montgomery / Carmichael Rd AL 4,852 540 9,048 2 540 9,050 9,590 58

10/01/2015

Montgomery / Monticello Dr AL 1,280 4,056 31 1,280 4,087 5,367 26

10/01/2015

Chandler / W Chandler Blvd AZ 950 3,707 16 950 3,723 4,673 24

07/25/2013

Chandler / W Elliot Rd AZ 4,169 547 4,213 194 547 4,407 4,954 305

04/15/2015

Glendale AZ 608 8,461 241 608 8,702 9,310 160

10/01/2015

Mesa / E Guadalupe Rd AZ 1,350 6,290 105 1,350 6,395 7,745 41

12/27/2012

Mesa / E Southern Ave AZ 5,435 2,973 5,545 343 2,973 5,888 8,861 482

08/18/2004

Mesa / Madero Ave AZ 3,153 849 2,547 222 849 2,769 3,618 874

07/02/2012

Mesa / N. Alma School Rd AZ 3,073 1,129 4,402 99 1,129 4,501 5,630 408

07/25/2013

Mesa / Southern Ave AZ 4,113 1,453 2,897 166 1,453 3,063 4,516 207

04/01/2006

Peoria / 75th Ave AZ 4,459 652 4,105 162 652 4,267 4,919 1,099

01/31/2011

Peoria / W Beardsley Rd AZ 1,060 4,731 34 1,060 4,765 5,825 615

01/02/2007

Phoenix / E Greenway Pkwy AZ 669 4,135 485 668 4,621 5,289 1,135

07/01/2005

Phoenix / East Bell Rd AZ 1,441 7,982 699 1,441 8,681 10,122 2,590

10/01/2015

Phoenix / Missouri Ave AZ 470 1,702 9 470 1,711 2,181 11

11/30/2012

Phoenix / N 32nd St AZ 6,897 2,257 7,820 198 2,257 8,018 10,275 656

06/30/2006

Phoenix / N Cave Creek Rd AZ 3,265 552 3,530 273 551 3,804 4,355 1,035

10/01/2015

Phoenix / Washington AZ 2,995 1,200 3,767 58 1,200 3,825 5,025 24

10/01/2015

Tempe / S Priest Dr AZ 850 3,283 21 850 3,304 4,154 21

10/01/2015

Tempe / W Broadway Rd AZ 2,566 1,040 3,562 94 1,040 3,656 4,696 24

11/30/2012

Tucson AZ 1,090 7,845 115 1,090 7,960 9,050 648

06/25/2007

Alameda CA 2,919 12,984 2,123 2,919 15,107 18,026 4,103

08/29/2013

Alhambra CA 10,109 6,065 351 10,109 6,416 16,525 400

04/25/2014

Anaheim / Old Canal Rd CA 10,216 2,765 12,680 158 2,765 12,838 15,603 572

08/29/2013

Anaheim / S Adams St CA 7,156 3,593 3,330 224 3,593 3,554 7,147 238

08/29/2013

Anaheim / S State College Blvd CA 6,538 2,519 2,886 215 2,519 3,101 5,620 209

07/01/2008

Antelope CA 4,000 1,525 8,345 (267 ) (a ) 1,185 8,418 9,603 1,589

10/19/2011

Bellflower CA 1,230 640 1,350 98 639 1,449 2,088 167

05/15/2007

Belmont CA 3,500 7,280 81 3,500 7,361 10,861 1,602

06/25/2007

Berkeley CA 20,811 1,716 19,602 1,998 1,715 21,601 23,316 5,142

10/19/2011

Bloomington / Bloomington Ave CA 2,765 934 1,937 171 934 2,108 3,042 304

10/19/2011

Bloomington / Linden Ave CA 647 1,303 186 647 1,489 2,136 205

08/29/2013

Burbank / Thornton Ave CA 4,061 5,318 289 4,061 5,607 9,668 360

08/10/2000

Burbank / W Verdugo Ave CA 13,003 3,199 5,082 2,027 3,619 6,689 10,308 2,676

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Extra Space Storage Inc.

Schedule III

Real Estate and Accumulated Depreciation (Continued)

(Dollars in thousands)

Date acquired

or development

completed

Store Name

State Debt Land
initial cost
Building and
improvements
initial cost
Adjustments and
costs subsequent
to acquisition
Notes Gross carrying amount at December 31, 2015 Accumulated
depreciation
Land Building and
improvements
Total

04/08/2011

Burlingame CA 5,213 2,211 5,829 142 2,211 5,971 8,182 753

03/14/2011

Carson CA 9,709 102 9,811 9,811 1,215

06/25/2007

Castro Valley CA 6,346 455 6,801 6,801 1,504

10/19/2011

Cerritos CA 16,707 8,728 15,895 2,685 8,728 18,580 27,308 1,951

11/01/2013

Chatsworth CA 9,922 7,599 408 9,922 8,007 17,929 1,317

06/01/2004

Claremont / South Mills Ave CA 2,949 1,472 2,012 273 1,472 2,285 3,757 762

10/19/2011

Claremont / W Arrow Hwy CA 3,415 1,375 1,434 212 1,375 1,646 3,021 206

06/25/2007

Colma CA 23,788 3,947 22,002 2,340 3,947 24,342 28,289 6,005

09/01/2008

Compton CA 4,572 1,426 7,582 57 1,426 7,639 9,065 1,442

08/29/2013

Concord CA 5,226 3,082 2,822 249 3,082 3,071 6,153 194

09/21/2009

El Cajon CA 1,100 6,380 108 1,100 6,488 7,588 1,050

06/25/2007

El Sobrante CA 1,209 4,018 1,562 1,209 5,580 6,789 1,565

12/02/2013

Elk Grove / Power Inn Rd CA 5,657 894 6,949 83 894 7,032 7,926 371

12/02/2013

Elk Grove / Stockton Blvd CA 6,675 640 8,640 57 640 8,697 9,337 458

05/01/2010

Emeryville CA 3,024 11,321 171 3,024 11,492 14,516 1,669

12/02/2013

Fair Oaks CA 4,209 644 11,287 63 644 11,350 11,994 592

10/19/2011

Fontana / Baseline Ave CA 4,774 778 4,723 134 777 4,858 5,635 569

10/19/2011

Fontana / Foothill Blvd 1 CA 768 4,208 226 768 4,434 5,202 513

10/19/2011

Fontana / Foothill Blvd 2 CA 684 3,951 241 684 4,192 4,876 486

09/15/2002

Fontana / Valley Blvd 1 CA 3,095 961 3,846 456 1,000 4,263 5,263 1,514

10/15/2003

Fontana / Valley Blvd 2 CA 5,524 1,246 3,356 515 1,300 3,817 5,117 1,240

06/01/2004

Gardena CA 3,710 6,271 2,263 4,110 8,134 12,244 2,363

10/01/2015

Gilroy CA 8,207 1,140 14,265 126 1,140 14,391 15,531 92

06/01/2004

Glendale CA 6,084 253 6,337 6,337 1,984

07/02/2012

Hawaiian Gardens CA 9,178 2,964 12,478 209 2,964 12,687 15,651 1,196

10/01/2015

Hawthorne / La Cienega Blvd CA 11,981 2,500 18,562 75 2,500 18,637 21,137 120

06/01/2004

Hawthorne / Rosselle Ave CA 3,743 1,532 3,871 267 1,532 4,138 5,670 1,339

06/26/2007

Hayward CA 8,329 3,149 8,006 3,148 3,148 11,155 14,303 3,020

07/01/2005

Hemet CA 3,085 1,146 6,369 350 1,146 6,719 7,865 1,937

10/19/2011

Hesperia CA 156 430 174 156 604 760 110

07/02/2012

Hollywood CA 9,793 4,555 10,590 112 4,555 10,702 15,257 962

08/10/2000

Inglewood CA 5,638 1,379 3,343 974 1,530 4,166 5,696 1,805

10/19/2011

Irvine CA 4,919 3,821 3,999 142 3,821 4,141 7,962 472

05/28/2014

La Quinta CA 13,025 4,706 12,604 145 4,706 12,749 17,455 545

10/01/2015

Ladera Ranch CA 6,440 24,500 15 6,440 24,515 30,955 157

10/19/2011

Lake Elsinore / Central Ave CA 3,134 587 4,219 229 587 4,448 5,035 513

10/19/2011

Lake Elsinore / Collier Ave CA 294 2,105 104 294 2,209 2,503 261

10/01/2015

Lake Forest CA 17,974 15,093 18,895 37 15,093 18,932 34,025 121

10/17/2009

Lancaster / 23rd St W CA 1,425 5,855 102 1,425 5,957 7,382 944

07/28/2006

Lancaster / West Ave J-8 CA 5,543 1,347 5,827 303 1,348 6,129 7,477 1,605

100


Table of Contents

Extra Space Storage Inc.

Schedule III

Real Estate and Accumulated Depreciation (Continued)

(Dollars in thousands)

Date acquired

or development

completed

Store Name

State Debt Land
initial cost
Building and
improvements
initial cost
Adjustments and
costs subsequent
to acquisition
Notes Gross carrying amount at December 31, 2015 Accumulated
depreciation
Land Building and
improvements
Total

06/01/2004

Livermore CA 1,134 4,615 276 1,134 4,891 6,025 1,531

10/19/2011

Long Beach / E Artesia Blvd CA 2,659 1,772 2,539 300 1,772 2,839 4,611 332

10/01/2015

Long Beach / E Wardlow Rd CA 13,179 6,340 17,050 23 6,340 17,073 23,413 109

11/01/2013

Long Beach / W Wardlow Rd CA 5,859 4,992 45 5,859 5,037 10,896 913

03/23/2000

Los Angeles / Casitas Ave CA 8,661 1,431 2,976 766 1,611 3,562 5,173 1,464

07/02/2012

Los Angeles / Fountain Ave CA 4,994 3,099 4,889 104 3,099 4,993 8,092 458

12/31/2007

Los Angeles / La Cienega CA 9,887 3,991 9,774 116 3,992 9,889 13,881 2,049

09/01/2008

Los Angeles / S Central Ave CA 8,162 2,200 8,108 72 2,200 8,180 10,380 1,548

12/02/2013

Los Angeles / S Western Ave CA 1,434 287 2,011 367 287 2,378 2,665 151

04/25/2014

Los Angeles / Slauson Ave CA 7,380 2,400 8,605 305 2,401 8,909 11,310 401

07/17/2012

Los Gatos CA 2,550 8,257 66 2,550 8,323 10,873 835

01/01/2004

Manteca CA 3,574 848 2,543 196 848 2,739 3,587 882

11/01/2013

Marina Del Rey CA 19,928 18,742 246 19,928 18,988 38,916 2,615

08/29/2013

Menlo Park CA 9,562 7,675 1,812 256 7,675 2,068 9,743 136

06/01/2007

Modesto / Crows Landing CA 3,294 909 3,043 296 909 3,339 4,248 843

08/29/2013

Modesto / Sylvan Ave CA 4,258 1,647 4,215 201 1,647 4,416 6,063 272

07/02/2012

Moreno Valley CA 2,048 482 3,484 47 482 3,531 4,013 322

10/01/2015

Morgan Hill CA 7,278 1,760 11,772 59 1,760 11,831 13,591 75

11/01/2013

North Highlands CA 799 2,801 97 799 2,898 3,697 469

08/29/2013

North Hollywood / Coldwater Canyon CA 4,501 4,465 373 4,501 4,838 9,339 312

05/01/2006

North Hollywood / Van Owen CA 6,659 3,125 9,257 244 3,125 9,501 12,626 2,361

08/29/2013

Northridge CA 6,614 3,641 2,872 293 3,641 3,165 6,806 216

08/29/2013

Oakland / 29th Ave CA 10,149 6,359 5,753 273 6,359 6,026 12,385 382

04/24/2000

Oakland / Fallon St CA 4,104 3,777 1,138 4,915 4,915 2,053

12/02/2013

Oakland / San Leandro St CA 7,719 1,668 7,652 286 1,668 7,938 9,606 427

07/01/2005

Oceanside / Oceanside Blvd 1 CA 3,241 11,361 890 3,241 12,251 15,492 3,583

12/09/2014

Oceanside / Oceanside Blvd 2 CA 6,050 4,508 4,599 49 4,508 4,648 9,156 124

11/30/2012

Orange CA 12,124 4,847 12,341 312 4,847 12,653 17,500 1,048

12/02/2013

Oxnard CA 8,571 5,421 6,761 331 5,421 7,092 12,513 380

08/01/2009

Pacoima CA 2,166 3,050 7,597 101 3,050 7,698 10,748 1,262

01/01/2005

Palmdale CA 4,602 1,225 5,379 2,233 1,225 7,612 8,837 2,151

10/19/2011

Paramount CA 2,559 1,404 2,549 207 1,404 2,756 4,160 331

08/31/2000

Pico Rivera / Beverly Blvd CA 1,150 3,450 234 1,150 3,684 4,834 1,373

03/04/2014

Pico Rivera / San Gabriel River Pkwy CA 4,445 2,150 4,734 43 2,150 4,777 6,927 220

10/19/2011

Placentia CA 6,647 4,798 5,483 288 4,798 5,771 10,569 658

05/24/2007

Pleasanton CA 7,267 1,208 4,283 449 1,208 4,732 5,940 1,265

06/01/2004

Richmond / Lakeside Dr CA 4,796 953 4,635 629 953 5,264 6,217 1,745

09/26/2013

Richmond / Meeker Ave CA 3,139 7,437 225 3,139 7,662 10,801 469

08/18/2004

Riverside CA 4,801 1,075 4,042 554 1,075 4,596 5,671 1,502

12/02/2013

Rocklin CA 6,394 1,745 8,005 58 1,745 8,063 9,808 425

101


Table of Contents

Extra Space Storage Inc.

Schedule III

Real Estate and Accumulated Depreciation (Continued)

(Dollars in thousands)

Date acquired

or development

completed

Store Name

State Debt Land
initial cost
Building and
improvements
initial cost
Adjustments and
costs subsequent
to acquisition
Notes Gross carrying amount at December 31, 2015 Accumulated
depreciation
Land Building and
improvements
Total

11/04/2013

Rohnert Park CA 6,389 990 8,094 163 990 8,257 9,247 449

07/01/2005

Sacramento / Auburn Blvd CA 852 4,720 750 852 5,470 6,322 1,611

03/31/2015

Sacramento / B Street CA 7,611 1,025 11,479 429 1,025 11,908 12,933 241

10/01/2010

Sacramento / Franklin Blvd CA 2,988 1,738 5,522 118 1,844 5,534 7,378 767

12/31/2007

Sacramento / Stockton Blvd CA 2,836 952 6,936 462 1,075 7,275 8,350 998

06/01/2006

San Bernardino / Sterling Ave. CA 750 5,135 160 750 5,295 6,045 1,259

06/01/2004

San Bernardino / W Club Center Dr CA 1,213 3,061 138 1,173 3,239 4,412 1,026

08/29/2013

San Diego / Cedar St CA 13,188 5,919 6,729 448 5,919 7,177 13,096 443

12/11/2015

San Diego / Del Sol Blvd CA 2,679 7,029 5 2,679 7,034 9,713

10/19/2011

San Dimas CA 5,318 1,867 6,354 266 1,867 6,620 8,487 752

08/29/2013

San Francisco / Egbert Ave CA 10,636 5,098 4,054 261 5,098 4,315 9,413 275

06/14/2007

San Francisco / Folsom CA 18,102 8,457 9,928 1,837 8,457 11,765 20,222 3,124

10/01/2015

San Francisco / Otis Street CA 5,460 18,741 101 5,460 18,842 24,302 121

07/26/2012

San Jose / Charter Park Dr CA 4,652 2,428 2,323 260 2,428 2,583 5,011 272

09/01/2009

San Jose / N 10th St CA 10,784 5,340 6,821 287 5,340 7,108 12,448 1,142

08/01/2007

San Leandro / Doolittle Dr CA 15,102 4,601 9,777 3,422 4,601 13,199 17,800 3,345

10/01/2010

San Leandro / Washington Ave CA 3,343 6,630 (4 ) (f ) 3,291 6,678 9,969 913

10/01/2015

San Lorenzo CA 8,784 108 8,892 8,892 57

08/29/2013

San Ramon CA 4,819 5,819 272 4,819 6,091 10,910 375

08/29/2013

Santa Ana CA 4,139 3,485 2,382 233 3,485 2,615 6,100 179

07/30/2009

Santa Clara CA 7,914 4,750 8,218 34 4,750 8,252 13,002 1,343

07/02/2012

Santa Cruz CA 8,357 1,588 11,160 123 1,588 11,283 12,871 1,010

10/04/2007

Santa Fe Springs CA 6,334 3,617 7,022 368 3,617 7,390 11,007 1,712

10/19/2011

Santa Maria / Farnel Rd CA 2,908 1,556 2,740 462 1,556 3,202 4,758 389

10/19/2011

Santa Maria / Skyway Dr CA 3,141 1,310 3,526 109 1,309 3,636 4,945 412

08/31/2004

Sherman Oaks CA 16,279 4,051 12,152 603 4,051 12,755 16,806 3,763

08/29/2013

Stanton CA 6,895 5,022 2,267 220 5,022 2,487 7,509 179

05/19/2002

Stockton / Jamestown CA 2,364 649 3,272 243 649 3,515 4,164 1,273

12/02/2013

Stockton / Pacific Ave CA 3,619 2,443 82 3,619 2,525 6,144 139

04/25/2014

Sunland CA 4,968 1,688 6,381 71 1,688 6,452 8,140 289

08/29/2013

Sunnyvale CA 10,732 5,004 243 10,732 5,247 15,979 327

05/02/2008

Sylmar CA 6,278 3,058 4,671 277 3,058 4,948 8,006 1,112

02/28/2013

Thousand Oaks CA 10,883 4,500 8,834 (964 ) (d ) 3,500 8,870 12,370 123

07/15/2003

Tracy / E 11th St 1 CA 5,260 778 2,638 789 911 3,294 4,205 1,093

04/01/2004

Tracy / E 11th St 2 CA 3,035 946 1,937 303 946 2,240 3,186 815

06/25/2007

Vallejo / Sonoma Blvd CA 2,847 1,177 2,157 1,077 1,177 3,234 4,411 1,065

10/01/2015

Vallejo / Tennessee St CA 8,596 2,640 13,870 123 2,640 13,993 16,633 89

08/29/2013

Van Nuys CA 7,939 2,576 343 7,939 2,919 10,858 206

08/31/2004

Venice CA 2,803 8,410 (3,057 ) (b ) 2,803 5,353 8,156 1,443

08/29/2013

Ventura CA 3,453 2,837 223 3,453 3,060 6,513 209

102


Table of Contents

Extra Space Storage Inc.

Schedule III

Real Estate and Accumulated Depreciation (Continued)

(Dollars in thousands)

Date acquired

or development

completed

Store Name

State Debt Land
initial cost
Building and
improvements
initial cost
Adjustments and
costs subsequent
to acquisition
Notes Gross carrying amount at December 31, 2015 Accumulated
depreciation
Land Building and
improvements
Total

10/19/2011

Victorville CA 151 751 161 151 912 1,063 131

07/01/2005

Watsonville CA 1,699 3,056 299 1,699 3,355 5,054 998

09/01/2009

West Sacramento CA 2,400 7,425 111 2,400 7,536 9,936 1,232

06/19/2002

Whittier CA 3,257 2,985 205 3,190 3,190 1,140

08/29/2013

Wilmington CA 6,792 10,726 25 6,792 10,751 17,543 636

09/15/2000

Arvada CO 1,753 286 1,521 703 286 2,224 2,510 1,097

05/25/2011

Castle Rock / Industrial Way 1 CO 1,027 407 3,077 260 407 3,337 3,744 429

07/23/2015

Castle Rock / Industrial Way 2 CO 531 531 531

06/10/2011

Colorado Springs / Austin Bluffs Pkwy CO 1,667 296 4,199 270 296 4,469 4,765 592

08/31/2007

Colorado Springs / Dublin Blvd CO 3,698 781 3,400 281 781 3,681 4,462 901

11/25/2008

Colorado Springs / S 8th St CO 3,875 1,525 4,310 418 1,525 4,728 6,253 957

10/24/2014

Colorado Springs / Stetson Hills Blvd CO 3,979 2,077 4,087 264 2,077 4,351 6,428 144

09/15/2000

Denver / E 40th Ave CO 2,482 602 2,052 1,527 745 3,436 4,181 1,396

07/01/2005

Denver / W 96th Ave CO 3,537 368 1,574 287 368 1,861 2,229 616

07/18/2012

Fort Carson CO 6,945 112 7,057 7,057 641

09/01/2006

Parker CO 4,531 800 4,549 816 800 5,365 6,165 1,512

09/15/2000

Thornton CO 2,718 212 2,044 1,151 248 3,159 3,407 1,414

09/15/2000

Westminster CO 2,051 291 1,586 1,201 299 2,779 3,078 1,361

03/17/2014

Bridgeport CT 1,072 14,028 132 1,072 14,160 15,232 654

07/02/2012

Brookfield CT 5,010 991 7,891 126 991 8,017 9,008 740

01/15/2004

Groton CT 5,112 1,277 3,992 444 1,276 4,437 5,713 1,550

12/31/2007

Middletown CT 2,722 932 2,810 194 932 3,004 3,936 665

11/04/2013

Newington CT 2,328 1,363 2,978 609 1,363 3,587 4,950 208

08/16/2002

Wethersfield CT 6,667 709 4,205 228 709 4,433 5,142 1,576

11/19/2015

Apopka / Park Ave FL 613 5,228 613 5,228 5,841

11/19/2015

Apopka / Semoran Blvd FL 888 5,737 6 888 5,743 6,631

05/02/2012

Auburndale FL 1,244 470 1,076 152 470 1,228 1,698 139

07/15/2009

Bonita Springs FL 2,198 8,215 127 2,198 8,342 10,540 1,351

12/23/2014

Bradenton FL 1,333 3,677 565 1,333 4,242 5,575 114

11/30/2012

Brandon FL 4,537 1,327 5,656 174 1,327 5,830 7,157 489

06/19/2008

Coral Springs FL 6,109 3,638 6,590 278 3,638 6,868 10,506 1,468

10/01/2015

Davie FL 7,907 4,890 11,679 91 4,890 11,770 16,660 76

01/06/2006

Deland FL 2,736 1,318 3,971 348 1,318 4,319 5,637 1,172

11/30/2012

Fort Lauderdale / Commercial Blvd FL 5,015 1,576 5,397 329 1,576 5,726 7,302 483

08/26/2004

Fort Lauderdale / NW 31st Ave FL 7,348 1,587 4,205 385 1,587 4,590 6,177 1,465

05/04/2011

Fort Lauderdale / S State Rd 7 FL 6,963 2,750 7,002 561 2,750 7,563 10,313 955

08/26/2004

Fort Myers / Cypress Lake Dr FL 6,023 1,691 4,711 359 1,691 5,070 6,761 1,579

07/01/2005

Fort Myers / San Carlos Blvd FL 1,985 4,983 615 1,985 5,598 7,583 1,675

03/08/2005

Greenacres FL 2,535 1,463 3,244 153 1,463 3,397 4,860 1,019

10/01/2015

Gulf Breeze / Gulf Breeze Pkwy FL 2,900 620 2,886 14 620 2,900 3,520 18

103


Table of Contents

Extra Space Storage Inc.

Schedule III

Real Estate and Accumulated Depreciation (Continued)

(Dollars in thousands)

Date acquired

or development

completed

Store Name

State Debt Land
initial cost
Building and
improvements
initial cost
Adjustments and
costs subsequent
to acquisition
Notes Gross carrying amount at December 31, 2015 Accumulated
depreciation
Land Building and
improvements
Total

10/01/2015

Gulf Breeze / McClure Dr FL 6,170 660 12,590 14 660 12,604 13,264 81

01/01/2010

Hialeah / E 65th Street FL 5,838 1,750 7,150 111 1,750 7,261 9,011 1,129

08/01/2008

Hialeah / Okeechobee Rd FL 2,800 7,588 126 2,800 7,714 10,514 1,489

09/01/2010

Hialeah / W 84th St FL 5,838 1,678 6,807 81 1,678 6,888 8,566 945

11/20/2007

Hollywood FL 6,616 3,214 8,689 366 3,214 9,055 12,269 2,017

10/01/2015

Jacksonville / Monument Rd FL 5,571 490 10,708 77 490 10,785 11,275 70

10/01/2015

Jacksonville / Timuquana Rd FL 4,600 1,000 3,744 140 1,000 3,884 4,884 26

12/28/2012

Kenneth City FL 2,245 805 3,345 58 805 3,403 4,208 274

05/02/2012

Lakeland / Harden Blvd FL 3,767 593 4,701 209 593 4,910 5,503 518

05/02/2012

Lakeland / South Florida Ave FL 5,412 871 6,905 248 871 7,153 8,024 704

09/03/2014

Lakeland / US Hwy 98 FL 529 3,604 104 529 3,708 4,237 132

12/27/2012

Land O Lakes FL 6,333 798 4,490 2 799 4,491 5,290 377

08/26/2004

Madeira Beach FL 3,473 1,686 5,163 298 1,686 5,461 7,147 1,669

08/10/2000

Margate FL 3,234 430 3,139 1,495 469 4,595 5,064 1,579

07/02/2012

Miami / Coral Way FL 7,892 3,257 9,713 179 3,257 9,892 13,149 907

10/25/2011

Miami / Hammocks Blvd FL 6,324 521 5,198 133 521 5,331 5,852 631

08/10/2000

Miami / NW 12th St FL 7,629 1,325 4,395 2,103 1,419 6,404 7,823 2,194

07/02/2012

Miami / NW 2nd Ave FL 5,559 1,979 6,513 191 1,979 6,704 8,683 630

02/04/2011

Miami / SW 147th Ave FL 2,375 5,543 111 2,374 5,655 8,029 666

05/31/2007

Miami / SW 186th St FL 4,312 1,238 7,597 368 1,238 7,965 9,203 1,897

11/08/2013

Miami / SW 68th Ave FL 9,887 3,305 11,997 53 3,305 12,050 15,355 659

08/10/2000

Miami / SW 72nd Street FL 7,730 5,315 4,305 2,113 5,859 5,874 11,733 2,086

11/30/2009

Miami Gardens FL 6,660 4,798 9,475 136 4,798 9,611 14,409 1,515

06/18/2015

Naples / Goodlette Road FL 17,220 70 17,290 17,290 221

11/01/2013

Naples / Old US 41 FL 1,990 4,887 419 1,990 5,306 7,296 652

11/08/2013

Naranja FL 8,429 603 11,223 104 603 11,327 11,930 620

08/10/2000

North Lauderdale FL 4,016 428 3,516 1,015 459 4,500 4,959 2,010

06/01/2004

North Miami FL 8,429 1,256 6,535 634 1,256 7,169 8,425 2,345

10/01/2015

Oakland Park FL 9,764 2,030 19,241 126 2,030 19,367 21,397 125

03/08/2005

Ocoee FL 2,982 872 3,642 328 872 3,970 4,842 1,205

11/19/2015

Orlando / Hoffner Ave FL 512 6,697 512 6,697 7,209

03/08/2005

Orlando / Hunters Creek FL 9,760 2,233 9,223 515 2,233 9,738 11,971 2,888

08/26/2004

Orlando / LB McLeod Rd FL 8,454 1,216 5,008 482 1,216 5,490 6,706 1,724

06/17/2015

Orlando / Lee Rd FL 535 5,364 2 535 5,366 5,901 64

03/08/2005

Orlando / Metrowest FL 5,566 1,474 6,101 304 1,474 6,405 7,879 1,897

07/15/2010

Orlando / Orange Blossom Trail FL 625 2,133 88 625 2,221 2,846 351

03/08/2005

Orlando / Waterford Lakes FL 3,603 1,166 4,816 1,301 1,166 6,117 7,283 1,733

11/07/2013

Palm Springs FL 2,108 8,028 159 2,108 8,187 10,295 468

05/31/2013

Plantation FL 3,850 (1,504 ) (d ) 2,346 2,346

08/26/2004

Port Charlotte FL 1,389 4,632 267 1,389 4,899 6,288 1,497

104


Table of Contents

Extra Space Storage Inc.

Schedule III

Real Estate and Accumulated Depreciation (Continued)

(Dollars in thousands)

Date acquired

or development

completed

Store Name

State Debt Land
initial cost
Building and
improvements
initial cost
Adjustments and
costs subsequent
to acquisition
Notes Gross carrying amount at December 31, 2015 Accumulated
depreciation
Land Building and
improvements
Total

08/26/2004

Riverview FL 4,595 654 2,953 311 654 3,264 3,918 1,030

11/30/2012

Sarasota / Clark Rd FL 7,803 4,666 9,016 287 4,666 9,303 13,969 777

12/23/2014

Sarasota / Washington Blvd FL 1,192 2,919 29 1,192 2,948 4,140 78

12/03/2012

Seminole FL 2,324 1,133 3,017 188 1,133 3,205 4,338 271

12/23/2014

South Pasadena FL 9,420 8,890 10,106 96 8,890 10,202 19,092 273

04/15/2014

Stuart / Gran Park Way FL 6,895 1,640 8,358 143 1,640 8,501 10,141 391

10/01/2015

Stuart / Kanner Hwy FL 1,250 5,007 76 1,250 5,083 6,333 33

10/01/2015

Stuart / NW Federal Hwy 1 FL 760 3,125 83 760 3,208 3,968 21

10/01/2015

Tallahassee FL 9,225 1,460 21,471 1,460 21,471 22,931 138

11/01/2013

Tamiami FL 5,042 7,164 329 5,042 7,493 12,535 1,014

11/22/2006

Tampa / Cypress St FL 3,523 883 3,533 160 881 3,695 4,576 928

03/27/2007

Tampa / W Cleveland St FL 3,551 1,425 4,766 316 1,425 5,082 6,507 1,307

12/23/2014

Tampa / W Hillsborough Ave FL 2,374 1,086 2,937 385 1,086 3,322 4,408 87

08/26/2004

Valrico FL 4,358 1,197 4,411 284 1,197 4,695 5,892 1,475

01/13/2006

Venice FL 6,714 1,969 5,903 320 1,970 6,222 8,192 1,748

08/10/2000

West Palm Beach / Forest Hill Bl FL 1,164 2,511 733 1,246 3,162 4,408 1,340

08/10/2000

West Palm Beach / N Military Trail 1 FL 4,415 1,312 2,511 953 1,416 3,360 4,776 1,436

11/01/2013

West Palm Beach / N Military Trail 2 FL 1,595 2,833 105 1,595 2,938 4,533 429

12/01/2011

West Palm Beach / S Military Trail FL 3,340 1,729 4,058 102 1,730 4,159 5,889 463

07/01/2005

West Palm Beach / Southern Blvd FL 1,752 4,909 450 1,752 5,359 7,111 1,696

10/01/2015

Weston FL 7,009 1,680 11,342 89 1,680 11,431 13,111 74

08/26/2004

Alpharetta / Holcomb Bridge Rd GA 1,973 1,587 295 1,973 1,882 3,855 623

10/01/2015

Alpharetta / Jones Bridge Rd GA 5,781 1,420 8,902 28 1,420 8,930 10,350 57

08/08/2006

Alpharetta / North Main St GA 5,075 1,893 3,161 191 1,894 3,351 5,245 884

08/06/2014

Atlanta / Chattahoochee Ave GA 1,132 10,080 103 1,132 10,183 11,315 368

08/26/2004

Atlanta / Cheshire Bridge Rd NE GA 11,791 3,737 8,333 726 3,738 9,058 12,796 2,763

10/22/2014

Atlanta / Edgewood Ave SE GA 7,699 588 10,295 59 588 10,354 10,942 320

04/03/2014

Atlanta / Mt Vernon Hwy GA 2,961 19,819 94 2,961 19,913 22,874 877

08/26/2004

Atlanta / Roswell Rd GA 1,665 2,028 292 1,665 2,320 3,985 762

02/28/2005

Atlanta / Virginia Ave GA 6,294 3,319 8,325 729 3,319 9,054 12,373 2,706

11/04/2013

Augusta GA 2,025 710 2,299 85 710 2,384 3,094 133

10/01/2015

Austell GA 3,325 540 6,550 32 540 6,582 7,122 42

10/01/2015

Buford GA 500 5,484 23 500 5,507 6,007 35

05/07/2015

Dacula / Auburn Rd GA 4,468 2,087 4,295 136 2,087 4,431 6,518 56

01/17/2006

Dacula / Braselton Hwy GA 3,670 1,993 3,001 180 1,993 3,181 5,174 863

06/17/2010

Douglasville GA 1,209 719 398 1,209 1,117 2,326 241

10/01/2015

Duluth / Berkeley Lake Rd GA 4,014 1,350 5,718 31 1,350 5,749 7,099 37

10/01/2015

Duluth / Breckinridge Blvd GA 3,834 1,160 6,336 63 1,160 6,399 7,559 41

10/01/2015

Duluth / Peachtree Industrial Blvd GA 4,163 440 7,516 26 440 7,542 7,982 48

11/30/2012

Eastpoint GA 5,497 1,718 6,388 171 1,718 6,559 8,277 540

105


Table of Contents

Extra Space Storage Inc.

Schedule III

Real Estate and Accumulated Depreciation (Continued)

(Dollars in thousands)

Date acquired

or development

completed

Store Name

State Debt Land
initial cost
Building and
improvements
initial cost
Adjustments and
costs subsequent
to acquisition
Notes Gross carrying amount at December 31, 2015 Accumulated
depreciation
Land Building and
improvements
Total

10/01/2015

Ellenwood GA 2,666 260 3,992 26 260 4,018 4,278 26

06/14/2007

Johns Creek GA 3,373 1,454 4,151 177 1,454 4,328 5,782 1,000

10/01/2015

Jonesboro GA 540 6,174 14 540 6,188 6,728 40

06/17/2010

Kennesaw / Cobb Parkway NW GA 673 1,151 195 673 1,346 2,019 237

10/01/2015

Kennesaw / George Busbee Pkwy GA 4,702 500 9,126 500 9,126 9,626 59

11/04/2013

Lawrenceville / Hurricane Shoals Rd GA 3,335 2,117 2,784 291 2,117 3,075 5,192 191

10/01/2015

Lawrenceville / Lawrenceville Hwy 1 GA 730 3,058 27 730 3,085 3,815 20

10/01/2015

Lawrenceville / Lawrenceville Hwy 2 GA 3,025 1,510 4,674 31 1,510 4,705 6,215 30

10/01/2015

Lawrenceville / Old Norcross Rd GA 870 3,705 870 3,705 4,575 24

11/12/2009

Lithonia GA 1,958 3,645 137 1,958 3,782 5,740 625

10/01/2015

Marietta / Austell Rd SW GA 1,070 3,560 11 1,070 3,571 4,641 23

06/17/2010

Marietta / Cobb Parkway N GA 887 2,617 332 887 2,949 3,836 488

10/01/2015

Marietta / Powers Ferry Rd GA 5,421 430 9,242 24 430 9,266 9,696 59

10/01/2015

Marietta / West Oak Pkwy GA 4,343 500 6,395 21 500 6,416 6,916 41

10/01/2015

Peachtree City GA 1,080 8,628 12 1,080 8,640 9,720 55

04/24/2015

Powder Springs GA 4,595 370 6,014 61 370 6,075 6,445 78

10/01/2015

Sandy Springs GA 6,919 1,740 11,439 23 1,740 11,462 13,202 73

10/01/2015

Savannah / King George Blvd 1 GA 2,935 390 4,889 17 390 4,906 5,296 31

10/01/2015

Savannah / King George Blvd 2 GA 390 3,370 18 390 3,388 3,778 22

10/01/2015

Sharpsburg GA 4,852 360 8,455 21 360 8,476 8,836 54

10/01/2015

Smyrna GA 4,553 1,360 7,002 35 1,360 7,037 8,397 45

08/26/2004

Snellville GA 2,691 4,026 330 2,691 4,356 7,047 1,384

08/26/2004

Stone Mountain / Annistown Rd GA 2,784 1,817 4,382 328 1,817 4,710 6,527 1,464

07/01/2005

Stone Mountain / S Hairston Rd GA 2,518 925 3,505 407 925 3,912 4,837 1,157

06/14/2007

Sugar Hill / Nelson Brogdon Blvd 1 GA 1,371 2,547 223 1,371 2,770 4,141 684

06/14/2007

Sugar Hill / Nelson Brogdon Blvd 2 GA 1,368 2,540 270 1,367 2,811 4,178 689

10/15/2013

Tucker GA 5,848 1,773 10,456 67 1,773 10,523 12,296 598

10/01/2015

Wilmington Island GA 5,571 760 9,423 32 760 9,455 10,215 60

05/03/2013

Honolulu HI 17,382 4,674 18,350 183 4,674 18,533 23,207 1,257

06/25/2007

Kahului HI 3,984 15,044 917 3,984 15,961 19,945 3,724

06/25/2007

Kapolei / Farrington Hwy 1 HI 9,289 24,701 564 25,265 25,265 5,686

12/06/2013

Kapolei / Farrington Hwy 2 HI 7,137 7,776 63 7,839 7,839 412

05/03/2013

Wahiawa HI 3,553 1,317 2,626 120 1,317 2,746 4,063 194

11/04/2013

Bedford Park IL 2,469 922 3,289 351 922 3,640 4,562 209

06/08/2015

Berwyn IL 965 9,085 145 965 9,230 10,195 119

11/04/2013

Chicago / 60th St IL 4,910 1,363 5,850 149 1,363 5,999 7,362 336

11/04/2013

Chicago / 87th St IL 5,846 2,881 6,324 95 2,881 6,419 9,300 349

10/01/2015

Chicago / 95th St IL 750 7,828 97 750 7,925 8,675 51

02/13/2013

Chicago / Montrose IL 8,276 1,318 9,485 66 1,318 9,551 10,869 718

11/04/2013

Chicago / Pulaski Rd IL 3,615 1,143 6,138 308 1,143 6,446 7,589 352

106


Table of Contents

Extra Space Storage Inc.

Schedule III

Real Estate and Accumulated Depreciation (Continued)

(Dollars in thousands)

Date acquired

or development

completed

Store Name

State Debt Land
initial cost
Building and
improvements
initial cost
Adjustments and
costs subsequent
to acquisition
Notes Gross carrying amount at December 31, 2015 Accumulated
depreciation
Land Building and
improvements
Total

07/01/2005

Chicago / South Wabash IL 621 3,428 2,226 621 5,654 6,275 1,618

11/10/2004

Chicago / Stony Island IL 1,925 1,925 1,925

07/01/2005

Chicago / West Addison IL 5,433 449 2,471 804 449 3,275 3,724 1,122

07/01/2005

Chicago / West Harrison IL 4,477 472 2,582 2,820 472 5,402 5,874 1,186

10/01/2015

Chicago / Western Ave IL 670 4,718 101 670 4,819 5,489 32

10/01/2015

Cicero / Ogden Ave IL 1,590 9,371 68 1,590 9,439 11,029 61

10/01/2015

Cicero / Roosevelt Rd IL 910 3,224 80 910 3,304 4,214 21

07/15/2003

Crest Hill IL 2,340 847 2,946 812 968 3,637 4,605 1,187

10/01/2007

Gurnee IL 1,374 8,296 128 1,374 8,424 9,798 1,803

12/01/2011

Highland Park IL 11,852 5,798 6,016 105 5,798 6,121 11,919 667

11/04/2013

Lincolnshire IL 3,585 1,438 5,128 34 1,438 5,162 6,600 281

12/01/2008

Naperville / Ogden Avenue IL 2,800 7,355 (711 ) (d ) 1,950 7,494 9,444 1,385

12/01/2011

Naperville / State Route 59 IL 4,734 1,860 5,793 108 1,860 5,901 7,761 636

05/03/2008

North Aurora IL 2,409 600 5,833 143 600 5,976 6,576 1,210

07/02/2012

Skokie IL 3,857 1,119 7,502 208 1,119 7,710 8,829 710

10/15/2002

South Holland IL 2,382 839 2,879 374 865 3,227 4,092 1,147

08/01/2008

Tinley Park IL 1,823 4,794 993 1,548 6,062 7,610 985

10/10/2008

Carmel IN 4,929 1,169 4,393 284 1,169 4,677 5,846 985

06/27/2011

Connersville IN 1,097 472 315 120 472 435 907 82

10/31/2008

Ft Wayne IN 1,899 3,292 293 1,899 3,585 5,484 789

10/10/2008

Indianapolis / Dandy Trail-Windham Lake Dr IN 5,537 850 4,545 409 850 4,954 5,804 1,105

08/31/2007

Indianapolis / E 65th St IN 588 3,457 335 588 3,792 4,380 965

11/30/2012

Indianapolis / E 86th St IN 1,060 646 1,294 164 646 1,458 2,104 144

10/10/2008

Indianapolis / Southport Rd-Kildeer Dr IN 426 2,903 389 426 3,292 3,718 748

10/10/2008

Mishawaka IN 4,862 630 3,349 299 630 3,648 4,278 798

06/27/2011

Richmond IN 723 482 438 723 920 1,643 155

04/13/2006

Wichita KS 2,045 366 1,897 433 366 2,330 2,696 745

06/27/2011

Covington KY 1,951 839 2,543 146 839 2,689 3,528 358

10/01/2015

Crescent Springs KY 120 5,313 5 120 5,318 5,438 34

10/01/2015

Erlanger KY 3,731 220 7,132 10 220 7,142 7,362 46

10/01/2015

Florence / Centennial Circle KY 240 8,234 7 240 8,241 8,481 53

10/01/2015

Florence / Steilen Dr KY 6,181 540 13,616 2 540 13,618 14,158 87

07/01/2005

Louisville / Bardstown Rd KY 586 3,244 402 586 3,646 4,232 1,137

07/01/2005

Louisville / Warwick Ave KY 4,137 1,217 4,611 214 1,217 4,825 6,042 1,417

12/01/2005

Louisville / Wattbourne Ln KY 4,612 892 2,677 266 892 2,943 3,835 823

10/01/2015

Walton KY 290 6,245 13 290 6,258 6,548 40

08/26/2004

Metairie LA 3,688 2,056 4,216 314 2,056 4,530 6,586 1,362

08/26/2004

New Orleans LA 5,213 4,058 4,325 703 4,059 5,027 9,086 1,652

06/01/2003

Ashland MA 5,643 474 3,324 370 474 3,694 4,168 1,454

107


Table of Contents

Extra Space Storage Inc.

Schedule III

Real Estate and Accumulated Depreciation (Continued)

(Dollars in thousands)

Date acquired

or development

completed

Store Name

State Debt Land
initial cost
Building and
improvements
initial cost
Adjustments and
costs subsequent
to acquisition
Notes Gross carrying amount at December 31, 2015 Accumulated
depreciation
Land Building and
improvements
Total

05/01/2004

Auburn MA 918 3,728 365 919 4,092 5,011 1,667

11/04/2013

Billerica MA 8,008 3,023 6,697 192 3,023 6,889 9,912 384

05/01/2004

Brockton / Centre St / Rte 123 MA 647 2,762 193 647 2,955 3,602 1,140

11/04/2013

Brockton / Oak St MA 5,029 829 6,195 479 829 6,674 7,503 384

11/09/2012

Danvers MA 7,662 3,115 5,736 188 3,115 5,924 9,039 487

02/06/2004

Dedham / Allied Dr MA 2,443 7,328 1,411 2,443 8,739 11,182 2,949

03/04/2002

Dedham / Milton St MA 5,935 2,127 3,041 935 2,127 3,976 6,103 1,540

05/13/2015

Dedham / Providence Highway MA 1,625 10,875 9 1,625 10,884 12,509 139

02/06/2004

East Somerville MA 159 159 159 120

07/01/2005

Everett MA 692 2,129 1,092 692 3,221 3,913 1,069

05/01/2004

Foxboro MA 759 4,158 479 759 4,637 5,396 2,031

07/02/2012

Framingham MA 47 47 47 14

05/01/2004

Hudson MA 3,287 806 3,122 471 806 3,593 4,399 1,590

12/31/2007

Jamaica Plain MA 9,245 3,285 11,275 637 3,285 11,912 15,197 2,526

10/18/2002

Kingston MA 5,351 555 2,491 215 555 2,706 3,261 1,078

06/22/2001

Lynn MA 1,703 3,237 438 1,703 3,675 5,378 1,490

03/31/2004

Marshfield MA 4,533 1,039 4,155 270 1,026 4,438 5,464 1,414

11/14/2002

Milton MA 2,838 3,979 6,656 2,838 10,635 13,473 2,774

11/04/2013

North Andover MA 3,679 773 4,120 126 773 4,246 5,019 240

10/15/1999

North Oxford MA 3,780 482 1,762 515 527 2,232 2,759 993

02/28/2001

Northborough MA 4,489 280 2,715 571 280 3,286 3,566 1,445

08/15/1999

Norwood MA 6,523 2,160 2,336 1,824 2,221 4,099 6,320 1,570

07/01/2005

Plainville MA 4,913 2,223 4,430 461 2,223 4,891 7,114 1,728

02/06/2004

Quincy MA 6,910 1,359 4,078 426 1,360 4,503 5,863 1,451

05/15/2000

Raynham MA 588 2,270 762 670 2,950 3,620 1,200

12/01/2011

Revere MA 4,821 2,275 6,935 183 2,275 7,118 9,393 774

06/01/2003

Saugus MA 9,142 1,725 5,514 581 1,725 6,095 7,820 2,207

06/15/2001

Somerville MA 11,664 1,728 6,570 939 1,731 7,506 9,237 2,757

07/01/2005

Stoneham MA 5,826 944 5,241 187 944 5,428 6,372 1,568

05/01/2004

Stoughton MA 1,754 2,769 323 1,755 3,091 4,846 1,315

07/02/2012

Tyngsboro MA 3,403 1,843 5,004 71 1,843 5,075 6,918 463

02/06/2004

Waltham MA 5,095 3,770 11,310 1,120 3,770 12,430 16,200 3,984

09/14/2000

Weymouth MA 2,806 3,129 231 2,806 3,360 6,166 1,424

02/06/2004

Woburn MA 283 283 283 146

12/01/2006

Worcester / Ararat St MA 3,989 1,350 4,433 182 1,350 4,615 5,965 1,129

05/01/2004

Worcester / Millbury St MA 4,383 896 4,377 3,206 896 7,583 8,479 2,754

08/31/2007

Annapolis / Renard Ct / Annex MD 15,544 1,375 8,896 341 1,376 9,236 10,612 2,153

04/17/2007

Annapolis / Trout Rd MD 6,291 5,248 7,247 219 5,247 7,467 12,714 1,755

07/01/2005

Arnold MD 8,835 2,558 9,446 500 2,558 9,946 12,504 2,844

05/31/2012

Baltimore / Eastern Ave 1 MD 4,434 1,185 5,051 166 1,185 5,217 6,402 502

108


Table of Contents

Extra Space Storage Inc.

Schedule III

Real Estate and Accumulated Depreciation (Continued)

(Dollars in thousands)

Date acquired

or development

completed

Store Name

State Debt Land
initial cost
Building and
improvements
initial cost
Adjustments and
costs subsequent
to acquisition
Notes Gross carrying amount at December 31, 2015 Accumulated
depreciation
Land Building and
improvements
Total

02/13/2013

Baltimore / Eastern Ave 2 MD 6,997 1,266 10,789 134 1,266 10,923 12,189 821

11/01/2008

Baltimore / Moravia Rd MD 4,360 800 5,955 160 800 6,115 6,915 1,163

06/01/2010

Baltimore / N Howard St MD 1,900 5,277 155 1,900 5,432 7,332 807

07/01/2005

Bethesda MD 11,900 3,671 18,331 1,347 3,671 19,678 23,349 6,084

10/20/2010

Capitol Heights MD 8,105 1,461 9,866 244 1,461 10,110 11,571 1,429

03/07/2012

Cockeysville MD 3,743 465 5,600 304 465 5,904 6,369 624

07/01/2005

Columbia MD 7,810 1,736 9,632 377 1,736 10,009 11,745 2,819

12/02/2005

Edgewood / Pulaski Hwy 1 MD 1,000 (575 ) (d ) 425 425

09/10/2015

Edgewood / Pulaski Hwy 2 MD 794 5,178 97 794 5,275 6,069 45

01/11/2007

Ft. Washington MD 8,848 4,920 9,174 231 4,920 9,405 14,325 2,252

07/02/2012

Gambrills MD 4,758 1,905 7,104 207 1,905 7,311 9,216 652

07/08/2011

Glen Burnie MD 11,247 1,303 4,218 347 1,303 4,565 5,868 623

06/10/2013

Hanover MD 2,160 11,340 67 2,160 11,407 13,567 750

02/06/2004

Lanham MD 11,753 3,346 10,079 706 2,618 11,513 14,131 3,797

12/27/2007

Laurel MD 5,849 3,000 5,930 197 3,000 6,127 9,127 1,325

12/27/2012

Lexington Park MD 4,314 8,412 160 4,314 8,572 12,886 688

09/17/2008

Pasadena / Fort Smallwood Rd MD 10,025 1,869 3,056 706 1,869 3,762 5,631 966

03/24/2011

Pasadena / Mountain Rd MD 3,500 7,407 155 3,500 7,562 11,062 911

08/01/2011

Randallstown MD 4,450 764 6,331 314 764 6,645 7,409 809

09/01/2006

Rockville MD 12,011 4,596 11,328 392 4,596 11,720 16,316 2,890

07/01/2005

Towson / East Joppa Rd 1 MD 3,810 861 4,742 249 861 4,991 5,852 1,472

07/02/2012

Towson / East Joppa Rd 2 MD 6,018 1,094 9,598 156 1,094 9,754 10,848 882

07/02/2012

Belleville MI 3,763 954 4,984 116 954 5,100 6,054 464

07/01/2005

Grandville MI 726 1,298 432 726 1,730 2,456 641

07/01/2005

Mt Clemens MI 798 1,796 517 798 2,313 3,111 739

08/31/2007

Florissant MO 3,311 1,241 4,648 346 1,241 4,994 6,235 1,254

07/01/2005

Grandview MO 612 1,770 417 612 2,187 2,799 784

06/01/2000

St Louis / Forest Park MO 2,479 156 1,313 634 173 1,930 2,103 899

08/31/2007

St Louis / Gravois Rd MO 2,607 676 3,551 351 676 3,902 4,578 994

06/01/2000

St Louis / Halls Ferry Rd MO 2,507 631 2,159 691 690 2,791 3,481 1,178

08/31/2007

St Louis / Old Tesson Rd MO 6,397 1,444 4,162 366 1,444 4,528 5,972 1,139

10/01/2015

Biloxi MS 770 3,947 24 770 3,971 4,741 25

10/01/2015

Canton MS 1,240 7,767 9 1,240 7,776 9,016 50

10/01/2015

Ridgeland MS 410 9,135 32 410 9,167 9,577 59

10/15/2013

Cary NC 4,229 3,614 1,788 13 3,614 1,801 5,415 102

05/05/2015

Charlotte / Monroe Rd NC 4,050 6,867 136 4,050 7,003 11,053 90

12/08/2015

Charlotte / S Tryon St NC 1,372 3,931 1 1,372 3,932 5,304

06/19/2015

Charlotte / Wendover Rd NC 1,408 5,461 55 1,408 5,516 6,924 71

10/01/2015

Concord NC 770 4,873 27 770 4,900 5,670 31

12/11/2014

Greensboro / High Point Rd NC 3,712 1,069 4,199 70 1,069 4,269 5,338 113

109


Table of Contents

Extra Space Storage Inc.

Schedule III

Real Estate and Accumulated Depreciation (Continued)

(Dollars in thousands)

Date acquired

or development

completed

Store Name

State Debt Land
initial cost
Building and
improvements
initial cost
Adjustments and
costs subsequent
to acquisition
Notes Gross carrying amount at December 31, 2015 Accumulated
depreciation
Land Building and
improvements
Total

12/11/2014

Greensboro / Lawndale Drive NC 6,502 3,725 7,036 112 3,723 7,150 10,873 189

10/01/2015

Hickory NC 400 5,844 18 400 5,862 6,262 37

12/11/2014

Hickory NC 3,329 875 5,418 60 875 5,478 6,353 146

10/01/2015

Morganton NC 600 5,724 22 600 5,746 6,346 37

06/18/2014

Raleigh NC 2,940 4,265 72 2,940 4,337 7,277 174

12/11/2014

Winston-Salem / Peters Creek Pkwy NC 3,011 1,548 3,495 97 1,548 3,592 5,140 95

12/11/2014

Winston-Salem / University Pkwy NC 4,266 1,131 5,084 66 1,131 5,150 6,281 136

04/15/1999

Merrimack NH 3,793 754 3,299 612 817 3,848 4,665 1,410

07/01/2005

Nashua NH 755 116 871 871 366

01/01/2005

Avenel NJ 1,518 8,037 426 1,518 8,463 9,981 2,536

12/28/2004

Bayville NJ 3,648 1,193 5,312 398 1,193 5,710 6,903 1,767

09/01/2008

Bellmawr NJ 3,296 3,600 4,765 390 3,675 5,080 8,755 908

07/18/2012

Berkeley Heights NJ 6,887 1,598 7,553 197 1,598 7,750 9,348 703

12/18/2014

Burlington NJ 3,846 477 6,534 153 477 6,687 7,164 182

10/07/2015

Cherry Hill / Church Rd NJ 1,057 6,037 7 1,057 6,044 7,101

11/30/2012

Cherry Hill / Marlton Pike NJ 2,534 2,323 1,549 321 2,323 1,870 4,193 171

12/18/2014

Cherry Hill / Rockhill Rd NJ 1,960 536 3,407 56 536 3,463 3,999 96

11/30/2012

Cranbury NJ 6,910 3,543 5,095 771 3,543 5,866 9,409 480

12/18/2014

Denville NJ 8,926 584 14,398 110 584 14,508 15,092 386

12/31/2001

Edison NJ 8,591 2,519 8,547 1,638 2,518 10,186 12,704 3,536

12/31/2001

Egg Harbor Township NJ 3,980 1,724 5,001 723 1,724 5,724 7,448 2,315

03/15/2007

Ewing NJ 1,552 4,720 (44 ) (c, d ) 1,562 4,666 6,228 1,136

07/18/2012

Fairfield NJ 6,001 9,402 105 9,507 9,507 862

11/30/2012

Fort Lee / Bergen Blvd NJ 12,649 4,402 9,831 319 4,402 10,150 14,552 836

10/01/2015

Fort Lee / Main St NJ 2,280 27,409 33 2,280 27,442 29,722 176

03/15/2001

Glen Rock NJ 1,109 2,401 559 1,222 2,847 4,069 1,048

12/18/2014

Hackensack / Railroad Ave NJ 7,630 2,053 9,882 95 2,053 9,977 12,030 268

07/01/2005

Hackensack / South River St NJ 2,283 11,234 911 2,283 12,145 14,428 3,650

08/23/2012

Hackettstown NJ 5,879 2,144 6,660 144 2,144 6,804 8,948 619

07/02/2012

Harrison NJ 3,529 300 6,003 260 300 6,263 6,563 574

12/31/2001

Hazlet NJ 7,580 1,362 10,262 1,781 1,362 12,043 13,405 4,100

07/02/2002

Hoboken NJ 7,765 2,687 6,092 324 2,687 6,416 9,103 2,302

12/31/2001

Howell NJ 3,259 2,440 3,407 450 2,440 3,857 6,297 1,559

12/31/2001

Iselin NJ 4,696 505 4,524 584 505 5,108 5,613 2,048

10/01/2015

Jersey City NJ 8,050 16,342 113 8,050 16,455 24,505 106

11/30/2012

Lawnside NJ 5,000 1,249 5,613 284 1,249 5,897 7,146 497

02/06/2004

Lawrenceville NJ 5,261 3,402 10,230 534 3,402 10,764 14,166 3,466

07/01/2005

Linden NJ 3,673 1,517 8,384 291 1,517 8,675 10,192 2,440

12/22/2004

Lumberton NJ 3,986 831 4,060 292 831 4,352 5,183 1,395

03/15/2001

Lyndhurst NJ 2,679 4,644 1,032 2,928 5,427 8,355 1,951

110


Table of Contents

Extra Space Storage Inc.

Schedule III

Real Estate and Accumulated Depreciation (Continued)

(Dollars in thousands)

Date acquired

or development

completed

Store Name

State Debt Land
initial cost
Building and
improvements
initial cost
Adjustments and
costs subsequent
to acquisition
Notes Gross carrying amount at December 31, 2015 Accumulated
depreciation
Land Building and
improvements
Total

08/23/2012

Mahwah NJ 10,934 1,890 13,112 275 1,890 13,387 15,277 1,225

12/16/2011

Maple Shade NJ 4,043 1,093 5,492 180 1,093 5,672 6,765 631

12/07/2001

Metuchen NJ 5,491 1,153 4,462 355 1,153 4,817 5,970 1,796

08/28/2012

Montville NJ 7,958 1,511 11,749 130 1,511 11,879 13,390 1,054

02/06/2004

Morrisville NJ 2,487 7,494 2,202 1,688 10,495 12,183 2,855

07/02/2012

Mt Laurel NJ 2,993 329 5,217 184 329 5,401 5,730 508

11/02/2006

Neptune NJ 7,235 4,204 8,906 380 4,204 9,286 13,490 2,297

07/18/2012

Newark NJ 7,330 806 8,340 137 806 8,477 9,283 775

07/01/2005

North Bergen / 83rd St NJ 10,002 2,299 12,728 540 2,299 13,268 15,567 3,768

10/06/2011

North Bergen / Kennedy Blvd NJ 861 17,127 242 861 17,369 18,230 1,902

07/25/2003

North Bergen / River Rd NJ 8,935 2,100 6,606 330 2,100 6,936 9,036 2,366

07/18/2012

North Brunswick NJ 6,128 2,789 4,404 150 2,789 4,554 7,343 435

12/31/2001

Old Bridge NJ 5,525 2,758 6,450 1,005 2,758 7,455 10,213 2,917

05/01/2004

Parlin / Cheesequake Rd NJ 5,273 458 5,731 5,731 2,418

07/01/2005

Parlin / Route 9 North NJ 2,517 4,516 560 2,517 5,076 7,593 1,728

07/18/2012

Parsippany NJ 6,322 2,353 7,798 142 2,354 7,939 10,293 739

06/02/2011

Pennsauken NJ 3,667 1,644 3,115 362 1,644 3,477 5,121 487

10/01/2015

Riverdale NJ 7,158 2,000 14,541 21 2,000 14,562 16,562 93

12/09/2009

South Brunswick NJ 2,915 1,700 5,835 161 1,700 5,996 7,696 944

07/01/2005

Toms River / Route 37 East 1 NJ 4,843 1,790 9,935 468 1,790 10,403 12,193 3,058

10/01/2015

Toms River / Route 37 East 2 NJ 1,800 10,765 14 1,800 10,779 12,579 69

10/01/2015

Toms River / Route 9 NJ 980 4,717 25 980 4,742 5,722 30

10/01/2015

Trenton NJ 2,180 8,007 42 2,180 8,049 10,229 51

12/28/2004

Union / Green Ln NJ 6,222 1,754 6,237 424 1,754 6,661 8,415 2,061

11/30/2012

Union / Route 22 West NJ 6,908 1,133 7,239 200 1,133 7,439 8,572 612

11/30/2012

Watchung NJ 6,811 1,843 4,499 242 1,843 4,741 6,584 405

11/30/2012

Albuquerque / Airport Dr NW NM 755 1,797 77 755 1,874 2,629 160

08/31/2007

Albuquerque / Calle Cuervo NW NM 4,506 1,298 4,628 670 1,298 5,298 6,596 1,303

07/02/2012

Santa Fe NM 5,724 3,066 7,366 431 3,066 7,797 10,863 725

10/01/2015

Henderson / Racetrack Rd NV 4,672 1,470 6,348 66 1,470 6,414 7,884 41

11/30/2012

Henderson / Stephanie Pl NV 8,048 2,934 8,897 270 2,934 9,167 12,101 757

10/01/2015

Las Vegas / Bonanza Rd NV 3,984 820 6,716 62 820 6,778 7,598 43

10/01/2015

Las Vegas / Durango Dr NV 1,140 4,384 50 1,140 4,434 5,574 28

06/22/2011

Las Vegas / Jones Blvd NV 2,402 1,441 1,810 140 1,441 1,950 3,391 272

10/01/2015

Las Vegas / Las Vegas Blvd NV 2,830 6,834 90 2,830 6,924 9,754 45

02/22/2000

Las Vegas / N Lamont St NV 1,144 251 717 539 278 1,229 1,507 610

11/01/2013

Las Vegas / North Lamb Blvd NV 2,601 279 3,900 18 279 3,918 4,197 652

10/01/2015

Las Vegas / Pecos Rd NV 1,420 5,900 65 1,420 5,965 7,385 38

10/01/2015

Las Vegas / Rancho Dr NV 590 5,899 53 590 5,952 6,542 38

10/01/2015

Las Vegas / W Charleston Blvd NV 550 1,319 70 550 1,389 1,939 8

111


Table of Contents

Extra Space Storage Inc.

Schedule III

Real Estate and Accumulated Depreciation (Continued)

(Dollars in thousands)

Date acquired

or development

completed

Store Name

State Debt Land
initial cost
Building and
improvements
initial cost
Adjustments and
costs subsequent
to acquisition
Notes Gross carrying amount at December 31, 2015 Accumulated
depreciation
Land Building and
improvements
Total

11/30/2012

Las Vegas / W Sahara Ave NV 4,321 773 6,006 182 773 6,188 6,961 514

11/30/2012

Las Vegas / W Tropicana Ave NV 4,222 400 4,936 86 400 5,022 5,422 425

10/01/2015

North Las Vegas NV 1,260 4,589 59 1,260 4,648 5,908 29

10/01/2015

Ballston Spa NY 890 9,941 22 890 9,963 10,853 64

12/19/2007

Bohemia NY 1,456 1,398 394 1,456 1,792 3,248 439

12/01/2011

Bronx / Edson Av NY 17,369 3,450 21,210 422 3,450 21,632 25,082 2,320

08/26/2004

Bronx / Fordham Rd NY 9,289 3,995 11,870 798 3,995 12,668 16,663 3,948

10/02/2008

Brooklyn / 3rd Ave NY 19,087 12,993 10,405 386 12,993 10,791 23,784 2,108

07/02/2012

Brooklyn / 64th St NY 21,188 16,188 23,309 347 16,257 23,587 39,844 2,146

05/21/2010

Brooklyn / Atlantic Ave NY 7,790 2,802 6,536 282 2,802 6,818 9,620 1,063

12/11/2014

Brooklyn / Avenue M NY 12,085 7,665 12,085 7,665 19,750

10/02/2008

Centereach NY 4,073 2,226 1,657 222 2,226 1,879 4,105 427

08/10/2012

Central Valley NY 2,800 12,173 475 2,800 12,648 15,448 1,182

11/23/2010

Freeport NY 5,676 3,784 892 5,676 4,676 10,352 844

07/02/2012

Hauppauge NY 5,482 1,238 7,095 352 1,238 7,447 8,685 697

07/02/2012

Hicksville NY 8,633 2,581 10,677 88 2,581 10,765 13,346 966

07/02/2012

Kingston NY 4,789 837 6,199 131 837 6,330 7,167 582

11/26/2002

Mt Vernon / N Mac Questen Pkwy NY 7,950 1,926 7,622 977 1,926 8,599 10,525 2,946

07/01/2005

Mt Vernon / Northwest St NY 1,585 6,025 2,838 1,585 8,863 10,448 2,679

02/07/2002

Nanuet NY 3,588 2,072 4,644 1,723 2,738 5,701 8,439 2,094

07/01/2005

New Paltz NY 4,335 2,059 3,715 469 2,059 4,184 6,243 1,367

07/01/2005

New York NY 18,346 3,060 16,978 779 3,060 17,757 20,817 5,088

12/04/2000

Plainview NY 7,475 4,287 3,710 734 4,287 4,444 8,731 1,889

07/18/2012

Poughkeepsie NY 5,879 1,038 7,862 135 1,038 7,997 9,035 736

07/02/2012

Ridge NY 6,050 1,762 6,934 59 1,762 6,993 8,755 626

06/27/2011

Cincinnati / Glencrossing Way OH 1,217 1,941 185 1,217 2,126 3,343 283

06/27/2011

Cincinnati / Glendale-Milford Rd OH 4,444 1,815 5,733 272 1,815 6,005 7,820 805

06/27/2011

Cincinnati / Hamilton Ave OH 2,941 2,177 272 2,941 2,449 5,390 375

06/27/2011

Cincinnati / Wooster Pk OH 5,349 1,445 3,755 269 1,445 4,024 5,469 556

07/01/2005

Columbus / Innis Rd OH 483 2,654 703 483 3,357 3,840 1,181

11/01/2013

Columbus / Kenny Rd OH 1,227 5,057 78 1,227 5,135 6,362 788

11/04/2013

Fairfield OH 3,769 904 3,856 302 904 4,158 5,062 250

06/27/2011

Greenville OH 189 302 78 189 380 569 66

06/27/2011

Hamilton OH 673 2,910 139 673 3,049 3,722 389

11/30/2012

Hilliard OH 2,021 1,613 2,369 241 1,613 2,610 4,223 260

07/01/2005

Kent OH 220 1,206 265 220 1,471 1,691 539

06/27/2011

Lebanon OH 4,039 1,657 1,566 340 1,657 1,906 3,563 281

11/30/2012

Mentor / Heisley Rd OH 1,226 658 1,267 332 658 1,599 2,257 157

07/02/2012

Mentor / Mentor Ave OH 1,254 409 1,609 153 409 1,762 2,171 188

06/27/2011

Middletown OH 1,223 534 1,047 116 533 1,164 1,697 171

112


Table of Contents

Extra Space Storage Inc.

Schedule III

Real Estate and Accumulated Depreciation (Continued)

(Dollars in thousands)

Date acquired

or development

completed

Store Name

State Debt Land
initial cost
Building and
improvements
initial cost
Adjustments and
costs subsequent
to acquisition
Notes Gross carrying amount at December 31, 2015 Accumulated
depreciation
Land Building and
improvements
Total

06/27/2011

Sidney OH 201 262 81 201 343 544 63

06/27/2011

Troy OH 273 544 127 273 671 944 118

06/27/2011

Washington Court House OH 197 499 71 197 570 767 90

11/01/2013

Whitehall OH 726 1,965 115 726 2,080 2,806 295

07/02/2012

Willoughby OH 1,035 155 1,811 78 155 1,889 2,044 172

06/27/2011

Xenia OH 302 1,022 64 302 1,086 1,388 153

07/01/2005

Aloha / NW 185th Ave OR 6,022 1,221 6,262 298 1,221 6,560 7,781 1,942

07/02/2012

Aloha / SW 229th Ave OR 4,569 2,014 5,786 165 2,014 5,951 7,965 542

11/24/2015

Hillsboro OR 732 9,158 16 732 9,174 9,906

09/15/2009

King City OR 2,957 2,520 6,845 67 2,520 6,912 9,432 1,081

12/28/2004

Bensalem / Bristol Pike PA 3,188 1,131 4,525 323 1,131 4,848 5,979 1,509

03/30/2006

Bensalem / Knights Rd. PA 750 3,015 197 750 3,212 3,962 894

10/01/2015

Collegeville PA 490 6,947 103 490 7,050 7,540 46

11/15/1999

Doylestown PA 220 3,442 1,129 521 4,270 4,791 1,592

05/01/2004

Kennedy Township PA 2,529 736 3,173 285 736 3,458 4,194 1,431

02/06/2004

Philadelphia / Roosevelt Bl PA 5,473 1,965 5,925 1,237 1,965 7,162 9,127 2,372

11/01/2013

Philadelphia / Wayne Ave PA 596 10,368 44 596 10,412 11,008 1,148

08/03/2000

Pittsburgh / E Entry Dr PA 2,529 991 1,990 924 1,082 2,823 3,905 1,154

10/01/2015

Pittsburgh / Landings Dr PA 400 3,936 31 400 3,967 4,367 25

05/01/2004

Pittsburgh / Penn Ave PA 3,730 889 4,117 636 889 4,753 5,642 1,991

10/01/2015

Skippack PA 720 4,552 80 720 4,632 5,352 29

10/01/2015

West Mifflin PA 840 8,931 68 840 8,999 9,839 57

01/01/2011

Willow Grove PA 5,058 1,297 4,027 343 1,297 4,370 5,667 624

07/01/2005

Johnston / Hartford Ave RI 2,658 4,799 643 2,658 5,442 8,100 1,691

12/01/2011

Johnston / Plainfield RI 1,827 533 2,127 76 533 2,203 2,736 243

10/01/2015

Bluffton SC 1,010 8,673 1,010 8,673 9,683 56

10/01/2015

Charleston / Ashley River Rd SC 500 5,390 19 500 5,409 5,909 35

08/26/2004

Charleston / Glenn McConnell Pkwy SC 3,416 1,279 4,171 272 1,279 4,443 5,722 1,371

10/01/2015

Charleston / Maybank Hwy SC 5,601 600 9,364 31 600 9,395 9,995 60

10/01/2015

Charleston / Savannah Hwy SC 370 3,794 21 370 3,815 4,185 24

03/30/2015

Columbia / Clemson Rd SC 1,483 5,415 61 1,483 5,476 6,959 111

07/19/2012

Columbia / Decker Blvd SC 3,208 1,784 2,745 136 1,784 2,881 4,665 262

08/26/2004

Columbia / Harban Ct SC 2,737 838 3,312 339 839 3,650 4,489 1,153

10/01/2015

Columbia / Percival Rd SC 480 2,115 480 2,115 2,595 14

08/26/2004

Goose Creek SC 1,683 4,372 1,088 1,683 5,460 7,143 1,594

10/01/2015

Greenville SC 620 8,467 620 8,467 9,087 54

10/01/2015

Lexington / Northpoint Dr SC 780 5,732 3 780 5,735 6,515 37

10/01/2015

Lexington / St Peters Church Rd SC 750 1,481 750 1,481 2,231 9

10/01/2015

Mt Pleasant / Bowman Rd SC 1,740 3,094 69 1,740 3,163 4,903 20

10/01/2015

Mt Pleasant / Hwy 17 N SC 4,702 4,600 2,342 2 4,600 2,344 6,944 15

113


Table of Contents

Extra Space Storage Inc.

Schedule III

Real Estate and Accumulated Depreciation (Continued)

(Dollars in thousands)

Date acquired

or development

completed

Store Name

State Debt Land
initial cost
Building and
improvements
initial cost
Adjustments and
costs subsequent
to acquisition
Notes Gross carrying amount at December 31, 2015 Accumulated
depreciation
Land Building and
improvements
Total

10/01/2015

Mt Pleasant / Stockade Ln SC 14,347 11,680 19,626 11,680 19,626 31,306 126

10/01/2015

Myrtle Beach SC 510 3,921 510 3,921 4,431 25

10/01/2015

North Charleston SC 5,809 1,250 8,753 19 1,250 8,772 10,022 57

03/30/2015

North Charleston / Dorchester Road SC 280 5,814 71 280 5,885 6,165 119

08/26/2004

Summerville / Old Trolley Rd SC 450 4,454 239 450 4,693 5,143 1,442

12/11/2014

Taylors SC 5,398 1,433 6,071 77 1,433 6,148 7,581 166

07/02/2012

Bartlett TN 2,346 632 3,798 109 632 3,907 4,539 357

04/15/2011

Cordova / Houston Levee Rd TN 1,971 652 1,791 94 652 1,885 2,537 265

07/01/2005

Cordova / N Germantown Pkwy 1 TN 852 2,720 319 852 3,039 3,891 989

11/01/2013

Cordova / N Germantown Pkwy 2 TN 6,794 8,187 4,628 80 8,187 4,708 12,895 1,077

01/05/2007

Cordova / Patriot Cove TN 894 2,680 161 894 2,841 3,735 717

11/30/2012

Franklin TN 7,000 3,357 8,984 195 3,357 9,179 12,536 778

10/01/2015

Knoxville / Ebenezer Rd TN 7,338 470 13,299 470 13,299 13,769 85

10/01/2015

Knoxville / Lovell Rd TN 5,152 1,360 8,475 1,360 8,475 9,835 54

10/01/2015

Lenoir City TN 5,481 850 10,738 850 10,738 11,588 69

10/01/2015

Memphis TN 570 8,893 26 570 8,919 9,489 57

07/02/2012

Memphis / Covington Way TN 1,599 274 2,623 39 274 2,662 2,936 244

11/30/2012

Memphis / Mt Moriah TN 2,518 1,617 2,875 164 1,617 3,039 4,656 260

11/01/2013

Memphis / Mt Moriah Terrace TN 7,925 1,313 2,928 274 1,313 3,202 4,515 428

07/02/2012

Memphis / Raleigh-LaGrange TN 972 110 1,280 68 110 1,348 1,458 126

11/01/2013

Memphis / Riverdale Bend TN 803 4,635 134 803 4,769 5,572 588

11/30/2012

Memphis / Summer Ave TN 3,388 1,040 3,867 172 1,040 4,039 5,079 347

04/13/2006

Nashville TN 2,810 390 2,598 961 390 3,559 3,949 1,211

11/22/2006

Allen TX 4,410 901 5,553 292 901 5,845 6,746 1,463

04/15/2015

Arlington / Debbie Lane TX 742 7,072 38 742 7,110 7,852 129

08/26/2004

Arlington / E Pioneer Pkwy TX 534 2,525 467 534 2,992 3,526 1,054

10/01/2015

Arlington / Randol Mill Rd TX 630 5,214 22 630 5,236 5,866 33

04/15/2015

Arlington / US 287 Frontage Rd TX 2,674 567 5,340 192 567 5,532 6,099 105

04/15/2015

Arlington / Watson Rd TX 2,701 698 3,862 247 698 4,109 4,807 79

01/13/2015

Austin / 1st Street TX 807 7,689 170 807 7,859 8,666 197

01/13/2015

Austin / Brodie Lane TX 5,717 1,155 8,552 185 1,155 8,737 9,892 222

08/26/2004

Austin / Burnet Rd TX 8,893 870 4,455 377 870 4,832 5,702 1,542

01/13/2015

Austin / Capital of Texas Hwy TX 10,117 13,248 156 10,117 13,404 23,521 336

11/01/2013

Austin / McNeil Dr TX 3,411 4,502 76 3,411 4,578 7,989 613

08/08/2014

Austin / North Lamar Blvd TX 5,041 1,047 9,969 157 1,047 10,126 11,173 362

04/14/2015

Baytown TX 6,586 619 7,861 55 619 7,916 8,535 103

04/15/2015

Coppell / Belt Line Rd TX 4,295 724 5,743 206 724 5,949 6,673 108

10/01/2015

Coppell / Denton Tap Rd TX 2,270 9,333 16 2,270 9,349 11,619 60

04/15/2015

Dallas / Clark Rd TX 5,011 1,837 8,426 390 1,837 8,816 10,653 162

08/26/2004

Dallas / E Northwest Hwy TX 4,432 6,181 1,199 4,432 7,380 11,812 2,261

114


Table of Contents

Extra Space Storage Inc.

Schedule III

Real Estate and Accumulated Depreciation (Continued)

(Dollars in thousands)

Date acquired

or development

completed

Store Name

State Debt Land
initial cost
Building and
improvements
initial cost
Adjustments and
costs subsequent
to acquisition
Notes Gross carrying amount at December 31, 2015 Accumulated
depreciation
Land Building and
improvements
Total

04/13/2006

Dallas / Garland Rd TX 1,974 337 2,216 638 337 2,854 3,191 947

04/15/2015

Dallas / Haskell Ave TX 275 11,183 255 275 11,438 11,713 209

05/04/2006

Dallas / Inwood Rd TX 11,106 1,980 12,501 507 1,979 13,009 14,988 3,364

04/15/2015

Dallas / Lyndon B Johnson Freeway TX 4,615 1,729 7,876 427 1,729 8,303 10,032 153

11/01/2013

Dallas / N Central Expressway TX 17,137 13,392 15,019 56 13,392 15,075 28,467 1,250

07/02/2012

Dallas / Preston Rd 1 TX 5,082 921 7,656 119 921 7,775 8,696 719

08/10/2012

Dallas / Preston Rd 2 TX 3,806 2,542 3,274 269 2,542 3,543 6,085 365

04/15/2015

Dallas / Shiloh Rd TX 3,293 781 7,104 287 781 7,391 8,172 138

10/01/2015

Dallas / W Northwest Hwy TX 1,320 6,547 34 1,320 6,581 7,901 42

04/15/2015

Dallas / Walton Walker Blvd TX 2,904 547 5,970 294 547 6,264 6,811 116

04/15/2015

DeSoto TX 5,404 821 8,298 223 821 8,521 9,342 157

04/15/2015

Duncanville / E Hwy 67 TX 4,053 1,328 4,997 234 1,328 5,231 6,559 97

04/15/2015

Duncanville / E Wheatland Rd TX 793 7,062 231 793 7,293 8,086 137

10/01/2015

El Paso / Desert Blvd TX 890 3,207 24 890 3,231 4,121 21

10/01/2015

El Paso / Dyer St TX 1,510 5,034 21 1,510 5,055 6,565 32

10/01/2015

El Paso / Joe Battle Blvd 1 TX 1,010 5,238 36 1,010 5,274 6,284 34

10/01/2015

El Paso / Joe Battle Blvd 2 TX 850 2,775 28 850 2,803 3,653 18

10/01/2015

El Paso / Woodrow Bean Dr TX 420 1,752 11 420 1,763 2,183 11

05/08/2013

Euless / Mid-Cities Blvd TX 4,342 1,374 5,636 125 1,374 5,761 7,135 405

04/01/2011

Euless / W Euless Blvd TX 2,845 671 3,213 704 671 3,917 4,588 642

12/09/2013

Fort Worth / Mandy Lane TX 2,093 2,033 2,495 143 2,033 2,638 4,671 156

08/26/2004

Fort Worth / W Rosedale St TX 4,236 631 5,794 390 630 6,185 6,815 1,908

11/04/2013

Fort Worth / White Settlement Rd TX 3,663 3,158 2,512 81 3,158 2,593 5,751 153

11/04/2013

Garland / Beltline Rd TX 3,319 1,424 2,209 199 1,424 2,408 3,832 145

04/15/2015

Garland / Texas 66 TX 4,598 991 6,999 188 991 7,187 8,178 135

08/26/2004

Grand Prairie / N Hwy 360 1 TX 2,437 551 2,330 426 551 2,756 3,307 888

08/10/2012

Grand Prairie / N Hwy 360 2 TX 3,121 2,327 1,551 178 2,327 1,729 4,056 184

11/13/2015

Houston / 3535 Katy Freeway TX 6,643 7,551 6,643 7,551 14,194 32

02/05/2014

Houston / Katy Fwy TX 1,767 12,368 48 1,767 12,416 14,183 599

12/14/2010

Houston / Ryewater Dr TX 402 1,870 219 402 2,089 2,491 327

10/01/2015

Houston / Senate Ave TX 1,510 5,235 3 1,510 5,238 6,748 34

11/01/2013

Houston / South Main TX 2,017 4,181 125 2,017 4,306 6,323 636

04/13/2006

Houston / Southwest Freeway TX 8,661 2,596 8,735 419 2,596 9,154 11,750 2,394

02/29/2012

Houston / Space Center Blvd TX 5,652 1,036 8,133 104 1,036 8,237 9,273 847

04/15/2015

Irving / N State Hwy 161 TX 951 5,842 195 951 6,037 6,988 110

04/15/2015

Irving / Story Rd TX 585 5,445 177 585 5,622 6,207 103

10/01/2015

Kemah TX 12,220 2,720 26,547 12 2,720 26,559 29,279 170

11/04/2013

Killeen TX 2,601 1,207 1,688 361 1,207 2,049 3,256 131

12/14/2010

La Porte TX 1,608 2,351 324 1,608 2,675 4,283 443

04/15/2015

Lewisville TX 5,029 2,665 6,399 219 2,665 6,618 9,283 121

115


Table of Contents

Extra Space Storage Inc.

Schedule III

Real Estate and Accumulated Depreciation (Continued)

(Dollars in thousands)

Date acquired

or development

completed

Store Name

State Debt Land
initial cost
Building and
improvements
initial cost
Adjustments and
costs subsequent
to acquisition
Notes Gross carrying amount at December 31, 2015 Accumulated
depreciation
Land Building and
improvements
Total

04/15/2015

Mansfield TX 4,330 925 7,411 158 925 7,569 8,494 142

04/15/2015

Mesquite TX 5,536 1,910 6,580 125 1,910 6,705 8,615 123

10/01/2015

Midland / Andrews Hwy TX 1,430 8,353 23 1,430 8,376 9,806 54

10/01/2015

Midland / Loop 250 N TX 1,320 10,291 1,320 10,291 11,611 66

10/01/2015

Pearland TX 5,691 3,400 7,812 2 3,400 7,814 11,214 50

04/15/2015

Plano / 14th Street TX 5,354 1,681 7,606 215 1,681 7,821 9,502 145

04/15/2015

Plano / K Ave 1 TX 5,445 1,631 8,498 425 1,631 8,923 10,554 168

04/15/2015

Plano / K Ave 2 TX 4,124 1,298 5,293 149 1,298 5,442 6,740 100

11/22/2006

Plano / Plano Parkway TX 5,049 1,010 6,203 502 1,010 6,705 7,715 1,664

11/22/2006

Plano / Spring Creek TX 4,386 614 3,775 345 613 4,121 4,734 1,053

11/01/2013

Plano / Wagner Way TX 2,753 4,353 131 2,753 4,484 7,237 682

08/10/2006

Rowlett TX 2,092 1,002 2,601 345 1,003 2,945 3,948 806

08/26/2004

San Antonio / Culebra Rd TX 2,279 1,269 1,816 714 1,270 2,529 3,799 936

12/14/2007

San Antonio / DeZavala Rd TX 6,194 2,471 3,556 (172 ) (e ) 2,471 3,384 5,855 789

10/23/2015

San Antonio / San Pedro Ave TX 1,140 7,560 7 1,140 7,567 8,707

08/26/2004

San Antonio / Westchase Dr TX 2,405 253 1,496 238 253 1,734 1,987 572

10/01/2015

Seabrook TX 1,910 8,564 20 1,910 8,584 10,494 55

04/13/2006

South Houston TX 2,955 478 4,069 824 478 4,893 5,371 1,449

07/02/2012

Spring / I-45 North TX 3,208 506 5,096 226 506 5,322 5,828 511

08/02/2011

Spring / Treaschwig Rd TX 1,897 978 1,347 244 979 1,590 2,569 210

02/24/2015

The Woodlands TX 7,744 1,511 11,861 202 1,511 12,063 13,574 275

04/08/2015

Trenton TX 2,375 2,375 2,375 20

10/01/2015

Weatherford TX 630 5,932 12 630 5,944 6,574 38

10/20/2010

East Millcreek UT 2,925 986 3,455 165 986 3,620 4,606 527

11/23/2010

Murray UT 3,709 571 986 2,139 571 3,125 3,696 443

04/01/2011

Orem UT 1,981 841 2,335 190 841 2,525 3,366 348

06/01/2004

Salt Lake City UT 3,383 642 2,607 393 642 3,000 3,642 991

07/01/2005

Sandy / South 700 East 1 UT 5,229 1,349 4,372 552 1,349 4,924 6,273 1,467

09/28/2012

Sandy / South 700 East 2 UT 8,867 2,063 5,202 1,498 2,063 6,700 8,763 505

11/23/2010

West Jordan UT 2,034 735 2,146 422 735 2,568 3,303 406

07/01/2005

West Valley City UT 2,665 461 1,722 193 461 1,915 2,376 602

07/02/2012

Alexandria / N Henry St VA 14,752 5,029 18,943 54 5,029 18,997 24,026 1,698

06/06/2007

Alexandria / S Dove St VA 1,620 13,103 604 1,620 13,707 15,327 3,393

10/20/2010

Arlington VA 4,802 889 5,691 5,691 2,198

11/01/2013

Burke VA 11,534 7,347 55 11,534 7,402 18,936 1,303

10/01/2015

Chantilly VA 6,230 1,100 10,606 64 1,100 10,670 11,770 68

01/07/2014

Chesapeake / Bruce Rd VA 1,074 9,464 116 1,074 9,580 10,654 491

01/07/2014

Chesapeake / Military Hwy VA 2,507 332 4,106 115 332 4,221 4,553 221

01/07/2014

Chesapeake / Poplar Hill Rd VA 5,964 540 9,977 114 541 10,090 10,631 513

01/07/2014

Chesapeake / Woodlake Dr VA 8,714 4,014 14,872 94 4,014 14,966 18,980 759

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Extra Space Storage Inc.

Schedule III

Real Estate and Accumulated Depreciation (Continued)

(Dollars in thousands)

Date acquired

or development

completed

Store Name

State Debt Land
initial cost
Building and
improvements
initial cost
Adjustments and
costs subsequent
to acquisition
Notes Gross carrying amount at December 31, 2015 Accumulated
depreciation
Land Building and
improvements
Total

05/26/2011

Dumfries VA 932 9,349 178 932 9,527 10,459 1,201

11/30/2012

Falls Church / Hollywood Rd VA 8,780 5,703 13,307 302 5,703 13,609 19,312 1,134

07/01/2005

Falls Church / Seminary Rd VA 9,283 1,259 6,975 416 1,259 7,391 8,650 2,177

11/30/2012

Fredericksburg / Jefferson Davis Hwy VA 2,926 1,438 2,459 173 1,438 2,632 4,070 240

07/02/2012

Fredericksburg / Plank Rd 1 VA 4,191 2,128 5,398 117 2,128 5,515 7,643 501

10/01/2015

Fredericksburg / Plank Rd 2 VA 3,170 6,717 38 3,170 6,755 9,925 43

12/18/2014

Glen Allen VA 5,037 609 8,220 48 609 8,268 8,877 220

10/01/2015

Hampton / Big Bethel Rd VA 4,043 550 6,697 45 550 6,742 7,292 43

10/01/2015

Hampton / LaSalle Ave VA 610 8,883 101 610 8,984 9,594 58

01/07/2014

Hampton / Pembroke Ave VA 7,849 7,040 124 7,849 7,164 15,013 366

10/01/2015

Manassas VA 750 6,242 38 750 6,280 7,030 40

01/07/2014

Newport News / Denbigh Blvd VA 5,614 4,619 5,870 126 4,619 5,996 10,615 312

01/07/2014

Newport News / J Clyde Morris Blvd VA 5,347 4,838 6,124 138 4,838 6,262 11,100 327

01/07/2014

Newport News / Tyler Ave VA 4,503 2,740 4,955 124 2,740 5,079 7,819 271

01/07/2014

Norfolk / Granby St VA 4,835 1,785 8,543 101 1,785 8,644 10,429 443

01/07/2014

Norfolk / Naval Base Rd VA 4,314 4,078 5,975 137 4,078 6,112 10,190 322

03/17/2015

Portsmouth VA 2,687 118 4,797 234 118 5,031 5,149 108

01/07/2014

Richmond / Hull St VA 6,514 2,016 9,425 111 2,016 9,536 11,552 488

01/07/2014

Richmond / Laburnum Ave VA 8,385 5,945 7,613 150 5,945 7,763 13,708 406

01/07/2014

Richmond / Midlothian Turnpike VA 4,925 2,735 5,699 121 2,735 5,820 8,555 304

01/07/2014

Richmond / Old Staples Mill Rd VA 6,861 5,905 6,869 121 5,905 6,990 12,895 365

08/26/2004

Richmond / W Broad St VA 4,445 2,305 5,467 372 2,305 5,839 8,144 1,759

10/01/2015

Sandston VA 6,470 570 10,525 65 570 10,590 11,160 68

09/20/2012

Stafford / Jefferson Davis Hwy VA 4,309 1,172 5,562 138 1,172 5,700 6,872 511

01/23/2009

Stafford / SUSA Dr VA 4,305 2,076 5,175 146 2,076 5,321 7,397 975

01/07/2014

Virginia Beach / General Booth Blvd VA 7,265 1,142 11,721 107 1,142 11,828 12,970 600

01/07/2014

Virginia Beach / Kempsville Rd VA 7,513 3,934 11,413 85 3,934 11,498 15,432 582

01/07/2014

Virginia Beach / Village Dr VA 9,548 331 13,175 113 331 13,288 13,619 681

02/15/2006

Lakewood / 80th St WA 4,350 1,389 4,780 320 1,390 5,099 6,489 1,393

02/15/2006

Lakewood / Pacific Hwy WA 4,352 1,917 5,256 227 1,918 5,482 7,400 1,467

04/30/2014

Puyallup WA 437 3,808 72 437 3,880 4,317 172

07/01/2005

Seattle WA 7,159 2,727 7,241 360 2,727 7,601 10,328 2,152

02/15/2006

Tacoma WA 3,353 1,031 3,103 155 1,031 3,258 4,289 901

07/02/2012

Vancouver WA 3,025 709 4,280 154 709 4,434 5,143 403

Various

Other corporate assets 2,202 78,352 80,554 80,554 17,442

Various

Construction in progress 24,909 24,909 24,909

Various

Intangible tenant relationships and lease rights 83,610 21,159 104,769 104,769 80,503

$ 2,774,378 $ 1,402,731 $ 4,654,170 $ 360,495 $ 1,401,322 $ 5,016,074 $ 6,417,396 $ 728,087

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Extra Space Storage Inc.

Schedule III

Real Estate and Accumulated Depreciation (Continued)

(Dollars in thousands)

(a) Adjustment relates to partial disposition of land
(b) Adjustment relates to property casualty loss
(c) Adjustment relates to asset transfers between land, building and/or equipment
(d) Adjustment relates to impairment charge
(e) Adjustment relates to a purchase price adjustment
(f) Adjustment relates to the acquisition of a joint venture partner’s interest

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Activity in real estate facilities during the years ended December 31, 2015, 2014 and 2013 is as follows:

2015 2014 2013

Operating facilities

Balance at beginning of year

$ 4,722,162 $ 4,126,648 $ 3,379,512

Acquisitions

1,609,608 557,158 711,710

Improvements

46,696 32,861 37,949

Transfers from construction in progress

19,971 12,308 3,643

Dispositions and other

(5,950 ) (6,813 ) (6,166 )

Balance at end of year

$ 6,392,487 $ 4,722,162 $ 4,126,648

Accumulated depreciation:

Balance at beginning of year

$ 604,336 $ 496,754 $ 391,928

Depreciation expense

123,751 109,531 104,963

Dispositions and other

(1,949 ) (137 )

Balance at end of year

$ 728,087 $ 604,336 $ 496,754

Real estate under development/redevelopment:

Balance at beginning of year

$ 17,870 $ 6,650 $ 4,138

Current development

27,010 23,528 6,466

Transfers to operating facilities

(19,971 ) (12,308 ) (3,954 )

Dispositions and other

Balance at end of year

$ 24,909 $ 17,870 $ 6,650

Net real estate assets

$ 5,689,309 $ 4,135,696 $ 3,636,544

The aggregate cost of real estate for U.S. federal income tax purposes is $5,758,588.

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

None.

Item 9A. Controls and Procedures

(i) Disclosure Controls and Procedures

We maintain disclosure controls and procedures to ensure that information required to be disclosed in the reports we file pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based on the definition of “disclosure controls and procedures” in Rule 13a-15(e) of the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

We have a disclosure committee that is responsible for considering the materiality of information and determining the disclosure obligations of the Company on a timely basis. The disclosure committee meets quarterly and reports directly to our Chief Executive Officer and Chief Financial Officer.

We carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this report.

(ii) Internal Control over Financial Reporting

(a) Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2015.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our independent registered public accounting firm, Ernst & Young LLP, has issued the following attestation report over our internal control over financial reporting.

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(b) Attestation Report of the Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Extra Space Storage Inc.

We have audited Extra Space Storage Inc.’s (the “Company”) internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Extra Space Storage Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Extra Space Storage Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets as of December 31, 2015, and 2014 and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2015 of Extra Space Storage Inc. and our report dated February 29, 2016 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Salt Lake City, Utah

February 29, 2016

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(c) Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) that occurred during our most recent quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

Information required by this item is incorporated by reference to the information set forth under the captions “Executive Officers,” and “Information About the Board of Directors and its Committees” in our definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, 2014.

We have adopted a Code of Business Conduct and Ethics in compliance with rules of the SEC that applies to all of our personnel, including our board of directors, Chief Executive Officer, Chief Financial Officer and principal accounting officer. The Code of Business Conduct and Ethics is available free of charge on the “Investor Relations—Corporate Governance” section of our web site at www.extraspace.com. We intend to satisfy any disclosure requirements under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of this Code of Business Conduct and Ethics by posting such information on our web site at the address and location specified above.

The board of directors has adopted Corporate Governance Guidelines and charters for our Audit Committee and Compensation, Nominating and Governance Committee, each of which is posted on our website at the address and location specified above. Investors may obtain a free copy of the Code of Business Conduct and Ethics, the Corporate Governance Guidelines and the committee charters by contacting the Investor Relations Department at 2795 East Cottonwood Parkway, Suite 400, Salt Lake City, Utah 84121, Attn: Clint Halverson or by telephoning (801) 365-4600.

Item 11. Executive Compensation

Information with respect to executive compensation is incorporated by reference to the information set forth under the caption “Executive Compensation” in our definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, 2015.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information with respect to security ownership of certain beneficial owners and management and related stockholder matters is incorporated by reference to the information set forth under the captions “Executive Compensation” and “Security Ownership of Directors and Officers” in our definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, 2015.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Information with respect to certain relationships and related transactions is incorporated by reference to the information set forth under the captions “Information about the Board of Directors and its Committees” and “Certain Relationships and Related Transactions” in our Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, 2015.

Item 14. Principal Accounting Fees and Services

Information with respect to principal accounting fees and services is incorporated by reference to the information set forth under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm” in our Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, 2015.

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PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) Documents filed as part of this report:

(1) and (2). All Financial Statements and Financial Statement Schedules filed as part of this Annual Report on 10-K are included in Item 8—“Financial Statements and Supplementary Data” of this Annual Report on 10-K and reference is made thereto.

(3) The following documents are filed or incorporated by references as exhibits to this report:

Exhibit
Number

Description

2.1 Purchase and Sale Agreement, dated May 5, 2005 by and among Security Capital Self Storage Incorporated, as seller and Extra Space Storage LLC, PRISA Self Storage LLC, PRISA II Self Storage LLC, PRISA III Self Storage LLC, VRS Self Storage LLC, WCOT Self Storage LLC and Extra Space Storage LP, as purchaser parties and The Prudential Insurance Company of America (incorporated by reference to Exhibit 2.1 of Form 8-K filed on May 11, 2005).
2.2 Agreement and Plan of Merger, dated as of June 15, 2015, among Extra Space Storage Inc., Extra Space Storage LP, Edgewater REIT Acquisition (MD) LLC, Edgewater Partnership Acquisition (DE) LLC, SmartStop Self Storage, Inc. and SmartStop Self Storage Operating Partnership, L.P. (incorporated by reference to Exhibit 2.1 of Form 8-K filed on June 15, 2015).
2.3 Amendment No. 1 to Agreement and Plan of Merger, dated as of July 16, 2015, among Extra Space Storage Inc., Extra Space Storage LP, Edgewater REIT Acquisition (MD) LLC, Edgewater Partnership Acquisition (DE) LLC, SmartStop Self Storage, Inc. and SmartStop Self Storage Operating Partnership, L.P. (incorporated by reference to Exhibit 2.1 of Form 8-K filed on July 16, 2015).
3.1 Amended and Restated Articles of Incorporation of Extra Space Storage Inc.(1)
3.2 Articles of Amendment of Extra Space Storage Inc., dated September 28, 2007 (incorporated by reference to Exhibit 3.1 of Form 8-K filed on October 3, 2007).
3.3 Articles of Amendment of Extra Space Storage Inc., dated August 29, 2013 (incorporated by reference to Exhibit 3.1 of Form 8-K filed on August 29, 2013).
3.4 Amended and Restated Bylaws of Extra Space Storage Inc.(incorporated by reference to Exhibit 3.1 of Form 8-K filed on May 26, 2009)
3.5 Amendment No. 1 to Amended and Restated Bylaws of Extra Space Storage Inc. (incorporated by reference to Exhibit 3.1 of Form 8-K filed December 23, 2014).
3.6 Fourth Amended and Restated Agreement of Limited Partnership of Extra Space Storage LP (incorporated by reference to Exhibit 10.1 of Form 8-K filed on December 6, 2013).
3.7 Declaration of Trust of ESS Holdings Business Trust II.(1)
4.1 Junior Subordinated Indenture dated as of July 27, 2005, between Extra Space Storage LP and JPMorgan Chase Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 of Form 8-K filed on August 2, 2005).
4.2 Amended and Restated Trust Agreement, dated as of July 27, 2005, among Extra Space Storage LP, as depositor and JPMorgan Chase Bank, National Association, as property trustee, Chase Bank USA, National Association, as Delaware trustee, the Administrative Trustees named therein and the holders of undivided beneficial interest in the assets of ESS Statutory Trust III (incorporated by reference to Exhibit 4.2 of Form 8-K filed on August 2, 2005).

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Exhibit
Number

Description

4.3 Junior Subordinated Note (incorporated by reference to Exhibit 4.3 of Form 10-K filed on February 26, 2010)
4.4 Trust Preferred Security Certificates (incorporated by reference to Exhibit 4.4 of Form 10-K filed on February 26, 2010)
4.5 Indenture, dated March 27, 2007, among Extra Space Storage LP, Extra Space Storage Inc. and Wells Fargo Bank, N.A., as trustee, including the form of 3.625% Exchangeable Senior Notes due 2027 and form of guarantee (incorporated by reference to Exhibit 4.1 of Form 8-K filed on March 28, 2007).
4.6 Indenture, dated June 21, 2013, among Extra Space Storage LP, Extra Space Storage Inc. and Wells Fargo Bank, National Association, as trustee, including the form of 2.375% Exchangeable Senior Notes due 2033 and form of guarantee (incorporated by reference to Exhibit 4.1 of Form 8-K filed on June 21, 2013).
4.7 Indenture, dated September 21, 2015, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., as guarantor, and Wells Fargo Bank, National Association, as trustee, including the form of 3.125% Exchangeable Senior Notes due 2035 and the form of guarantee (incorporated by reference to Exhibit 4.1 of Form 8-K filed on September 21, 2015).
10.1 Registration Rights Agreement, by and among Extra Space Storage Inc. and the parties listed on Schedule I thereto.(1)
10.2 License between Centershift Inc. and Extra Space Storage LP.(1)
10.3* 2004 Long-Term Compensation Incentive Plan as amended and restated effective March 25, 2008 (incorporated by reference to the Definitive Proxy Statement on Schedule 14A filed on April 14, 2008)
10.4* Extra Space Storage Performance Bonus Plan.(1)
10.5* Form of 2004 Long Term Incentive Compensation Plan Option Award Agreement for Employees with employment agreements. (incorporated by reference to Exhibit 10.11 of Form 10-K filed on February 26, 2010)
10.6* Form of 2004 Long Term Incentive Compensation Plan Option Award Agreement for employees without employment agreements. (incorporated by reference to Exhibit 10.12 of Form 10-K filed on February 26, 2010)
10.7* Form of 2004 Non-Employee Directors Share Plan Option Award Agreement for Directors. (incorporated by reference to Exhibit 10.13 of Form 10-K filed on February 26, 2010)
10.8 Joint Venture Agreement, dated June 1, 2004, by and between Extra Space Storage LLC and Prudential Financial, Inc.(1)
10.9* Extra Space Storage Non-Employee Directors’ Share Plan (incorporated by reference to Exhibit 10.22 of Form 10-K/A filed on March 22, 2007).
10.10 Registration Rights Agreement, dated June 20, 2005, among Extra Space Storage Inc. and the investors named therein (incorporated by reference to Exhibit 10.1 of Form 8-K filed on June 24, 2005).
10.11 Purchase Agreement, dated as of July 27, 2005, among Extra Space Storage LP, ESS Statutory Trust III and the Purchaser named therein (incorporated by reference to Exhibit 10.1 of Form 8-K filed on August 2, 2005).

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Exhibit
Number

Description

10.12 Registration Rights Agreement, dated March 27, 2007, among Extra Space Storage LP, Extra Space Storage Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated by reference to Exhibit 10.1 of Form 8-K filed on March 28, 2007).
10.13 Contribution Agreement, dated June 15, 2007, among Extra Space Storage LP and various limited partnerships affiliated with AAAAA Rent-A-Space. (incorporated by reference to Exhibit 10.23 of Form 10-K filed on February 26, 2010)
10.14 Promissory Note, dated June 25, 2007, among Extra Space Storage LP, H. James Knuppe and Barbara Knuppe (incorporated by reference to Exhibit 10.2 of Form 8-K filed on June 26, 2007).
10.15 Pledge Agreement, dated June 25, 2007, among Extra Space Storage LP, H. James Knuppe and Barbara Knuppe (incorporated by reference to Exhibit 10.3 of Form 8-K filed on June 26, 2007).
10.16 Registration Rights Agreement among Extra Space Storage LP, H. James Knuppe and Barbara Knuppe. (incorporated by reference to Exhibit 10.26 of Form 10-K filed on February 26, 2010)
10.17 First Amendment to Contribution Agreement and to Agreement Regarding Transfer of Series A Units among Extra Space Storage LP, various limited partnerships affiliated with AAAAA Rent-A-Space, H. James Knuppe and Barbara Knuppe, dated September 28, 2007. (incorporated by reference to Exhibit 10.1 of Form 8-K filed on October 3, 2007).
10.18 Membership Interest Purchase Agreement, dated as of April 13, 2012, between Extra Space Properties Sixty Three LLC and PRISA III Co-Investment LLC (incorporated by reference to Exhibit 10.1 of Form 8-K filed on April 16, 2012).
10.19* 2004 Long Term Incentive Compensation Plan Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 of Form 10-Q filed on November 7, 2007).
10.20* First Amendment to Extra Space Storage Inc. 2004 Non-Employee Directors’ Share Plan (incorporated by reference to Exhibit 10.4 of Form 10-Q filed on November 7, 2007).
10.21 Loan Agreement between ESP Seven Subsidiary LLC as Borrower and General Electric Capital Corporation as Lender, dated October 16, 2007. (incorporated by reference to Exhibit 10.30 of Form 10-K filed on February 26, 2010)
10.22 Subscription Agreement, dated December 31, 2007, among Extra Space Storage LLC and Extra Space Development, LLC. (incorporated by reference to Exhibit 10.31 of Form 10-K filed on February 26, 2010)
10.23 Revolving Promissory Note between Extra Space Properties Thirty LLC and Bank of America as Lender, dated February 13, 2009 (incorporated by reference to Exhibit 10.33 of Form 10-K filed on February 26, 2010)
10.24 Revolving Line of Credit between Extra Space Properties Thirty LLC and Bank of America as Lender, dated February 13, 2009 (incorporated by reference to Exhibit 10.34 of Form 10-K filed on February 26, 2010)
10.25 First Loan and Note Modification Agreement between Extra Space Properties Thirty LLC and Bank of America as lender, dated April 9, 2009 (incorporated by reference to Exhibit 10.27 of Form 10-K filed on February 29, 2012).
10.26 Second Loan and Note Modification Agreement between Extra Space Properties Thirty LLC and Bank of America as lender, dated May 4, 2009 (incorporated by reference to Exhibit 10.28 of Form 10-K filed on February 29, 2012).

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Exhibit
Number

Description

10.27 Third Loan and Note Modification Agreement between Extra Space Properties Thirty LLC and Bank of America as lender, dated August 27, 2010 (incorporated by reference to Exhibit 10.29 of Form 10-K filed on February 29, 2012).
10.28 Fourth Loan and Note Modification Agreement between Extra Space Properties Thirty LLC and Bank of America as lender, dated October 19, 2011 (incorporated by reference to Exhibit 10.30 of Form 10-K filed on February 29, 2012).
10.29* Extra Space Storage Inc. Executive Change in Control Plan (incorporated by reference to Exhibit 10.1 of Form 8-K filed on August 31, 2011).
10.30 Registration Rights Agreement, dated June 21, 2013, among Extra Space Storage LP, Extra Space Storage Inc., Citigroup Global Markets Inc. and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 10.1 of Form 8-K filed on June 21, 2013).
10.31 Letter Agreement, dated as of November 22, 2013, amending the Contribution Agreement, dated June 15, 2007, among Extra Space Storage LP and various limited partnerships affiliated with AAAAA Rent-A-Space, and the Promissory Note, dated June 25, 2007, among Extra Space Storage LP, H. James Knuppe and Barbara Knuppe (incorporated by reference to Exhibit 10.1 of Form 10-Q filed on May 8, 2014).
10.32 Registration Rights Agreement, dated September 21, 2015, among Extra Space Storage LP, Extra Space Storage Inc., Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as representatives of the initial purchasers (incorporated by reference to Exhibit 10.1 of Form 8-K filed on September 21, 2015).
21.1 Subsidiaries of the Company(2)
23.1 Consent of Ernst & Young LLP(2)
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(2)
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(2)
32.1 Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(2)
101 The following financial information from Registrant’s Annual Report on Form 10-K for the period ended December 31, 2014, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets as of December 31, 2014 and 2013; (ii) Consolidated Statements of Operations for the years ended December 31, 2014, 2013 and 2012; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012; (iv) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2014, 2013 and 2012; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012; and (vi) Notes to Consolidated Financial Statements(2).

* Management compensatory plan or arrangement
(1) Incorporated by reference to Registration Statement on Form S-11 (File No. 333-115436 dated August 11, 2004).
(2) Filed herewith.
(c) See Item 15(a)(2) above.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Date: February 29, 2016 E XTRA S PACE S TORAGE I NC .
By:

/ S / SPENCER F . KIRK

Spencer F. Kirk

Chief Executive Officer

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

Date: February 29, 2016 By:

/ S / SPENCER F . KIRK

Spencer F. Kirk

Chief Executive Officer

(Principal Executive Officer)

Date: February 29, 2016 By:

/ S / P . SCOTT STUBBS

P. Scott Stubbs

Executive Vice President and Chief Financial

Officer (Principal Financial Officer)

Date: February 29, 2016 By:

/ S / GRACE KUNDE

Grace Kunde

Senior Vice President, Accounting and Finance

(Principal Accounting Officer)

Date: February 29, 2016 By:

/ S / KENNETH M . WOOLLEY

Kenneth M. Woolley

Executive Chairman

Date: February 29, 2016 By:

/ S / KARL HAAS

Karl Haas

Director

Date: February 29, 2016 By:

/ S / ROGER B . PORTER

Roger B. Porter

Director

Date: February 29, 2016 By:

/ S / K . FRED SKOUSEN

K. Fred Skousen

Director

Date: February 29, 2016 By:

/ S / DIANE OLMSTEAD

Diane Olmstead

Director

Date: February 29, 2016 By:

/ S / GARY B . SABIN

Gary B. Sabin

Director

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