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Item 8. Financial Statements and Supplementary Data

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



FORM 10-K

(Mark One)    

ý

 

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

For the fiscal year ended December 31, 2011

OR

o

 

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
(State or other jurisdiction of
incorporation or organization)
  20-1076777
(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 ý    No o

         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 o    No ý

         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 ý    No o

         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 ý    No o

         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. ý

         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 ý   Accelerated filer o   Non-accelerated filer o
(Do not check if a
smaller reporting company)
  Smaller reporting company o

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

         The aggregate market value of the common stock held by non-affiliates of the registrant was $1,864,609,793 based upon the closing price on the New York Stock Exchange on June 30, 2011, 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 15, 2012 was 94,809,906.

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 2012 are incorporated by reference into Part III of this Annual Report on Form 10-K.


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EXTRA SPACE STORAGE INC.

Table of Contents

PART I

    3  

Item 1.

 

Business

    3  

Item 1A.

 

Risk Factors

    7  

Item 1B.

 

Unresolved Staff Comments

    21  

Item 2.

 

Properties

    21  

Item 3.

 

Legal Proceedings

    24  

Item 4.

 

Mine Safety Disclosures

    24  

PART II

    25  

Item 5.

 

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

    25  

Item 6.

 

Selected Financial Data

    25  

Item 7.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

    27  

Item 7A.

 

Quantitative and Qualitative Disclosures About Market Risk

    45  

Item 8.

 

Financial Statements and Supplementary Data

    47  

Item 9.

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

    103  

Item 9A.

 

Controls and Procedures

    103  

Item 9B.

 

Other Information

    105  

PART III

    105  

Item 10.

 

Directors, Executive Officers and Corporate Governance

    105  

Item 11.

 

Executive Compensation

    106  

Item 12.

 

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

    106  

Item 13.

 

Certain Relationships and Related Transactions, and Director Independence

    106  

Item 14.

 

Principal Accountant Fees and Services

    106  

PART IV

    107  

Item 15.

 

Exhibits and Financial Statement Schedules

    107  

SIGNATURES

    111  

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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:

        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

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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 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 facilities. 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 (the "Predecessor"), 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, 2011, we held ownership interests in 697 operating properties. Of these operating properties, 356 are wholly-owned, and 341 are owned in joint venture partnerships. An additional 185 operating properties are owned by franchisees or third parties and operated by us in exchange for a management fee, bringing the total number of operating properties which we own and/or manage to 882. These operating properties are located in 34 states and Washington, D.C. and contain approximately 64 million square feet of net rentable space in approximately 585,000 units and currently serve a customer base of over 448,000 tenants.

        We operate in three distinct segments: (1) property management, acquisition and development; (2) rental operations; and (3) tenant reinsurance. Our property management, acquisition and development activities include managing, acquiring, developing, redeveloping and selling self-storage facilities. In June 2009, we announced the wind-down of our development activities. As of December 31, 2011, there was one development project in process. We expect to complete this project by the end of the first quarter of 2012. Our rental operations activities include rental operations of self-storage facilities. Tenant reinsurance activities include the reinsurance of risks relating to the loss of goods stored by tenants in the Company's self storage facilities.

        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 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,

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which are located at 2795 East Cottonwood Parkway, Suite 400, Salt Lake City, Utah 84121, telephone number (801) 365-4600.

Management

        Members of our executive management team have significant experience in all aspects of the self-storage industry. The senior management team has collectively acquired and/or developed 595 properties since our IPO. Our executive management team and their years of industry experience are as follows: Spencer F. Kirk, Chairman and Chief Executive Officer, 14 years; P. Scott Stubbs, Executive Vice President and Chief Financial Officer, 11 years; Charles L. Allen, Executive Vice President and Chief Legal Officer, 14 years; and Karl Haas, Executive Vice President and Chief Operating Officer, 24 years.

        Members of the executive management team have guided the Company through substantial growth, developing and acquiring over $4.4 billion in assets since 1996. This growth has been funded through public equity offerings and private equity capital. This private equity capital has come primarily from sophisticated, high net-worth individuals and institutional investors such as affiliates of Prudential Financial, Inc. and Fidelity Investments.

        Our executive management and board of directors have a significant ownership position in the Company with executive officers and directors owning approximately 6,480,191 shares or 6.8% of our outstanding common stock as of February 15, 2012.

Industry & Competition

        Self-storage facilities refers to properties that offer month-to-month storage space rental for personal or business use. Self-storage offers 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 five feet by five feet to 20 feet by 20 feet, with an interior height of eight to 12 feet. Properties 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 self-storage property is determined by a property'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 properties 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 self-storage property based primarily on the convenience of the site to their home or business, making high-density, high-traffic population centers ideal locations for self-storage properties. A property's perceived security and the general professionalism of the site managers and staff are also contributing factors to a site's ability to successfully secure rentals. Although most self-storage properties are leased to tenants on a month-to-month basis, tenants tend to continue their leases for extended periods of time.

        There are seasonal fluctuations in occupancy rates for self-storage properties. Based on our experience, generally, there is increased leasing activity at self-storage properties during the spring and summer months. The highest level of occupancy is typically at the end of July, while the lowest level of occupancy is seen in late February and early March.

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        Since inception in the early 1970's, the self-storage industry has experienced significant growth. In the past few years, there has been even greater growth. According to the Self-Storage Almanac (the "Almanac"), in 2001 there were only 33,833 self-storage properties in the United States, with an average occupancy rate of 86.1% of net rentable square feet, compared to 50,048 self-storage properties in 2011 with an average occupancy rate of 79.7% of net rentable square feet.

        We have encountered competition when we have sought to acquire properties, 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 11.1% of total U.S. self-storage properties, and the top 50 self-storage companies owned approximately 15.1% of the total U.S. properties as of December 31, 2011. 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 four public self-storage REITs along with Public Storage Inc., Sovran Self-Storage, Inc., and CubeSmart.

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:

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Financing of Our Long-Term Growth Strategies

 
  As of December 31, 2011    
   
   
   
Line of Credit
  Amount
Drawn
  Capacity   Interest
Rate
  Origination
Date
  Maturity   Basis Rate   Notes

Credit Line 1

  $ 100,000   $ 100,000     1.3 % 10/19/2007   10/31/2012   LIBOR plus 1.00% - 2.10%   (5)

Credit Line 2

    40,000     74,000     2.4 % 2/13/2009   2/13/2014   LIBOR plus 2.15%   (1)(4)(5)

Credit Line 3

    40,000     72,000     2.5 % 6/4/2010   5/31/2013   LIBOR plus 2.20%   (2)(4)(5)

Credit Line 4

    25,000     40,000     2.5 % 11/16/2010   11/16/2013   LIBOR plus 2.20%   (3)(4)(5)

Credit Line 5

    10,000     50,000     2.4 % 4/29/2011   5/1/2014   LIBOR plus 2.15%   (3)(4)(5)
                               

  $ 215,000   $ 336,000                      
                               

(1)
One year extension available

(2)
One two-year extension available

(3)
Two one-year extensions available

(4)
Guaranteed by the Company

(5)
Secured by mortgages on certain real estate assets

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Regulation

        Generally, self-storage properties 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 properties, or laws affecting development, construction, operation, upkeep, safety and taxation may result in significant unanticipated expenditures, loss of self-storage sites 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 properties, 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 properties 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.

        Property 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 15, 2012, we had 2,239 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 properties. There are a number of factors that may adversely affect the income that our properties generate, including the following:

Risks Related to Our Properties 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 self-storage properties. 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

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rental discounts. If our properties 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 properties:

        Recent U.S. and international market and economic conditions have been challenging, with tighter credit conditions and slower growth. Turbulence in U.S. and international markets may adversely affect our liquidity and financial condition, and the financial condition of our customers. If these market conditions continue, they may result in an adverse effect on our financial condition and results of operations.

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 properties, and any difficulties we encounter in hiring, training and maintaining skilled field personnel may harm our operating performance.

        We had 1,884 field personnel as of February 15, 2012 in the management and operation of our properties. The general professionalism of our site managers and staff are contributing factors to a site's ability to successfully secure rentals and retain tenants. We also rely upon our field personnel to maintain clean and secure self-storage properties. If we are unable to successfully recruit, train and retain qualified field personnel, the quality of service we strive to provide at our properties could be adversely affected which could lead to decreased occupancy levels and reduced operating performance.

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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 properties. 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 property. 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 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 properties 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 properties 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 properties 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 properties reveal all environmental liabilities, that any prior owner or operator of our properties did

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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 properties. 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 properties, or restrict certain further renovations of the properties, 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 properties 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 properties 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 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.

We face competition for the acquisition of self-storage properties 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 self-storage properties and other assets, including national, regional and local operators and developers of self-storage properties. These competitors may drive up the price we pay for self-storage properties or other assets we seek to acquire or may succeed in acquiring those properties 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 properties 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- property acquisitions among tax-motivated individual purchasers, we may pay higher prices if we purchase single properties in comparison with portfolio acquisitions. If we pay higher prices for self-storage properties 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 properties 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.

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

        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 properties.

        We expect to make future acquisitions of self-storage properties. If we acquire any self-storage properties, we will be required to integrate them into our existing portfolio. The acquired properties 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 properties, and thus the consideration paid for these properties 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 properties and the consideration being paid by us in exchange for those properties may exceed the value determined by third-party appraisals. In such cases, the value of the properties were 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.

        In June 2009, we announced the wind-down of our development activities. To the extent that we engage in development and redevelopment activities, we will be subject to the following risks normally associated with these projects:

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        In deciding whether to develop or redevelop a particular property, we make certain assumptions regarding the expected future performance of that property. 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 property 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 properties could be affected, which would limit our growth.

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. Our executive management team has substantial experience in the self-storage industry. In addition, our ability to acquire or develop properties 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 properties 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

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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.

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

        As of December 31, 2011, we held interests in 341 operating properties 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 self-storage properties and acquiring existing properties. 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 properties 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 properties 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.

Spencer F. Kirk, Chairman and Chief Executive Officer, Charles L. Allen, Executive Vice President and Chief Legal Officer, and other members of our senior management team have outside business interests which could divert their time and attention away from us, which could harm our business.

        Spencer F. Kirk, our Chairman and Chief Executive Officer, as well as certain other members of our senior management team, have outside business interests. These business interests include the ownership of a self-storage property located in Pico Rivera, California. Other than this property, the members of our senior management are not currently engaged in any other self-storage activities outside the Company. These outside business interests could interfere with their ability to devote time to our business and affairs and, as a result, our business could be harmed.

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

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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.

        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.

We may pursue less vigorous enforcement of terms of contribution and other agreements because of conflicts of interest with certain of our officers.

        Spencer F. Kirk, Chairman and Chief Executive Officer, Charles L. Allen, Executive Vice President and Chief Legal Officer, other members of our senior management team and Kenneth M. Woolley, Director, had direct or indirect ownership interests in certain properties that were contributed to our Operating Partnership in the formation transactions. Following the completion of the formation transactions, we, under the agreements relating to the contribution of such interests, became entitled to indemnification and damages in the event of breaches of representations or warranties made by the contributors. None of these contribution and non-competition agreements was negotiated at an arm's-length basis. We may choose not to enforce, or to enforce less vigorously, our rights under these contribution and non-competition agreements because of our desire to maintain our ongoing relationships with the individuals party to these agreements.

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

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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 and Spencer F. Kirk, certain of his affiliates, family members and estates and trusts formed for the benefit of the foregoing and 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 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.

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Risks Related to the Real Estate Industry

Our primary business involves the ownership and operation of self-storage properties.

        Our current strategy is to own, operate, manage, acquire, develop and redevelop only self-storage properties. 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 properties.

        Because real estate investments are relatively illiquid, our ability to promptly sell one or more properties 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 property 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 property.

        We may be required to expend funds to correct defects or to make improvements before a property 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 property, we may agree to transfer restrictions that materially restrict us from selling that property 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 property. These transfer restrictions would impede our ability to sell a property 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.

        In recent years, the U.S. and international credit markets have experienced significant dislocations and liquidity disruptions. 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 prolonged 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 properties or may adversely affect the price we receive for properties 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 properties 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, 2011, we had approximately $1.4 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 properties. 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:

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We could become highly leveraged in the future because our organizational documents contain no limitation on the amount of debt we may incur.

        Our organizational documents contain no limitations on the amount of indebtedness that we or our Operating Partnership may incur. We could alter the balance between our total outstanding indebtedness and the value of our portfolio at any time. If we become more highly leveraged, then the resulting increase in debt service could adversely affect our ability to make payments on our outstanding indebtedness and to pay our anticipated cash distributions and/or to continue to make cash distributions to maintain our REIT qualification, and could harm our financial condition.

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, 2011, we had approximately $1.4 billion of debt outstanding, of which approximately $332.9 million or 24.5% was subject to variable interest rates (excluding debt with interest rate swaps). This variable rate debt had a weighted average interest rate of approximately 2.7% 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 $2.6 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. For distributions with respect to taxable years ending on or before December 31, 2011, recent Internal Revenue Service guidance allows us to satisfy up to 90% of the

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distribution requirements discussed above through the distribution of shares of our stock, if certain conditions are met. 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 15% (through 2012). 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 properties.

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 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:

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        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. 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 self-storage properties for our joint venture properties and properties 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 properties 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.

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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, 2011, we owned or had ownership interests in 697 operating self-storage properties. Of these properties, 356 are wholly-owned and 341 are held in joint ventures. In addition, we managed an additional 185 properties for franchisees or third parties bringing the total number of properties which we own and/or manage to 882. These properties are located in 34 states and Washington, D.C. We receive a management fee generally equal to approximately 6% of cash collected from total revenues to manage the joint venture, third party and franchise sites. As of December 31, 2011, we owned and/or managed approximately 64 million square feet of rentable space configured in approximately 585,000 separate storage units. Approximately 77% of our properties 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 new self-storage properties. 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 property 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 property 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.

        As of December 31, 2011, over 448,000 tenants were leasing storage units at the 882 operating properties 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. Although leases are short-term in duration, the typical tenant tends to remain at our properties for an extended period of time. For properties that were stabilized as of December 31, 2011, the average length of stay was approximately 13 months. The average annual rent per square foot at these stabilized properties was approximately $13.67 at December 31, 2011, compared to $13.49 at December 31, 2010.

        Our property 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 sets forth additional information regarding the occupancy of our stabilized properties on a state-by-state basis as of December 31, 2011 and 2010. The information as of December 31, 2010, is on a pro forma basis as though all the properties owned at December 31, 2011, were under our control as of December 31, 2010.

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Stabilized Property Data Based on Location

 
   
  Company   Pro forma   Company   Pro forma   Company   Pro forma  
Location
  Number
of
Properties
  Number of
Units as of
December 31,
2011(1)
  Number of
Units as of
December 31,
2010
  Net Rentable
Square Feet as of
December 31,
2011(2)
  Net Rentable
Square Feet as of
December 31,
2010
  Square Foot
Occupancy %
December 31,
2011
  Square Foot
Occupancy %
December 31,
2010
 

Wholly-owned properties

                                           

Alabama

    3     1,395     1,372     172,779     174,019     75.4 %   76.4 %

Arizona

    5     2,789     2,795     356,520     356,720     84.0 %   87.9 %

California

    65     48,642     48,730     5,034,552     5,041,932     83.2 %   81.0 %

Colorado

    10     4,519     4,497     569,886     569,914     86.0 %   86.3 %

Connecticut

    3     1,964     1,980     178,050     177,985     89.5 %   86.6 %

Florida

    30     19,652     19,831     2,120,505     2,127,182     87.2 %   82.9 %

Georgia

    12     6,419     6,425     836,418     837,248     86.8 %   84.5 %

Hawaii

    2     2,796     2,815     138,084     145,815     85.7 %   81.8 %

Illinois

    9     6,004     6,016     656,722     657,732     88.2 %   82.4 %

Indiana

    8     4,334     4,362     511,034     511,034     87.2 %   83.0 %

Kansas

    1     505     506     50,340     50,310     89.5 %   89.0 %

Kentucky

    4     2,155     2,159     254,065     254,241     89.2 %   86.4 %

Louisiana

    2     1,413     1,412     150,165     150,035     88.5 %   84.4 %

Maryland

    14     10,492     10,487     1,141,916     1,140,311     87.9 %   86.5 %

Massachusetts

    29     17,494     17,588     1,792,111     1,792,969     88.7 %   84.3 %

Michigan

    2     1,022     1,018     135,042     134,954     87.4 %   85.6 %

Missouri

    6     3,156     3,152     374,912     374,962     88.5 %   84.6 %

Nevada

    2     967     967     129,214     129,214     68.0 %   68.7 %

New Hampshire

    2     1,005     1,007     124,873     125,473     90.3 %   87.3 %

New Jersey

    27     22,305     22,331     2,149,112     2,150,593     89.5 %   86.3 %

New Mexico

    1     536     541     71,555     71,575     91.6 %   86.9 %

New York

    12     10,783     10,812     829,552     829,445     88.8 %   83.7 %

Ohio

    14     8,276     8,275     994,129     993,889     81.2 %   81.3 %

Oregon

    1     769     770     103,050     103,130     92.4 %   89.5 %

Pennsylvania

    9     5,726     5,789     655,710     655,785     90.2 %   84.7 %

Rhode Island

    2     1,181     1,204     130,756     131,831     84.2 %   81.9 %

South Carolina

    4     2,154     2,173     253,396     253,406     87.4 %   86.0 %

Tennessee

    3     1,608     1,620     214,260     215,260     84.7 %   82.2 %

Texas

    18     11,481     11,484     1,329,891     1,328,570     87.2 %   85.1 %

Utah

    7     3,189     3,210     409,223     410,513     85.7 %   83.9 %

Virginia

    6     4,293     4,301     416,227     416,552     85.4 %   86.5 %

Washington

    4     2,524     2,543     308,015     308,015     83.5 %   71.7 %
                               

Total Wholly-Owned Stabilized

    317     211,548     212,172     22,592,064     22,620,614     86.3 %   83.5 %
                               

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  Company   Pro forma   Company   Pro forma   Company   Pro forma  
Location
  Number
of
Properties
  Number of
Units as of
December 31,
2011(1)
  Number of
Units as of
December 31,
2010
  Net Rentable
Square Feet as of
December 31,
2011(2)
  Net Rentable
Square Feet as of
December 31,
2010
  Square Foot
Occupancy %
December 31,
2011
  Square Foot
Occupancy %
December 31,
2010
 

Joint-venture properties

                                           

Alabama

    3     1,707     1,705     205,713     205,588     83.9 %   86.6 %

Arizona

    10     6,398     6,402     728,830     728,894     89.4 %   86.3 %

California

    81     58,614     58,680     6,047,219     6,022,553     88.1 %   85.2 %

Colorado

    2     1,316     1,318     158,513     158,523     82.3 %   84.8 %

Connecticut

    8     5,985     5,990     691,688     692,632     89.5 %   85.3 %

Delaware

    1     585     581     71,680     71,740     93.7 %   88.8 %

Florida

    24     19,604     19,697     1,964,253     1,964,436     85.7 %   84.7 %

Georgia

    3     1,852     1,848     240,021     240,701     80.6 %   77.6 %

Illinois

    7     4,944     4,937     502,328     502,830     87.8 %   83.9 %

Indiana

    6     2,416     2,416     315,166     315,311     89.1 %   86.0 %

Kansas

    2     838     837     108,905     108,905     82.2 %   80.7 %

Kentucky

    4     2,281     2,275     269,845     269,545     87.1 %   87.6 %

Maryland

    15     11,844     11,843     1,159,102     1,158,077     88.1 %   87.8 %

Massachusetts

    15     7,822     7,844     893,653     896,711     86.6 %   85.0 %

Michigan

    9     5,446     5,444     729,413     730,498     88.7 %   85.8 %

Missouri

    1     530     531     61,275     61,075     90.8 %   84.8 %

Nevada

    8     5,329     5,364     692,958     692,743     82.5 %   84.4 %

New Hampshire

    3     1,310     1,305     137,314     136,994     87.2 %   87.8 %

New Jersey

    20     14,883     14,898     1,559,273     1,561,636     88.0 %   84.1 %

New Mexico

    9     4,646     4,657     542,685     539,430     85.4 %   83.7 %

New York

    20     20,054     20,051     1,617,800     1,617,907     89.8 %   87.5 %

Ohio

    12     5,398     5,451     786,354     798,054     88.3 %   80.9 %

Oregon

    2     1,291     1,292     136,590     136,920     94.4 %   88.1 %

Pennsylvania

    10     7,991     8,002     799,911     800,361     88.9 %   88.2 %

Tennessee

    23     12,519     12,591     1,668,533     1,668,913     84.5 %   84.4 %

Texas

    19     11,702     11,761     1,526,701     1,535,674     87.9 %   85.0 %

Virginia

    17     12,020     12,016     1,268,369     1,267,628     87.5 %   86.8 %

Washington

    1     548     546     62,730     62,730     87.6 %   84.4 %

Washington, DC

    1     1,529     1,533     101,989     102,003     89.1 %   91.7 %
                               

Total Stabilized Joint-Ventures

    336     231,402     231,815     25,048,811     25,049,012     87.5 %   85.3 %
                               

Managed properties

                                           

Arizona

    1     578     580     67,300     67,350     54.8 %   37.1 %

California

    38     25,049     25,078     3,103,318     3,102,918     69.7 %   68.5 %

Colorado

    5     2,049     2,045     229,525     229,355     73.1 %   69.7 %

Connecticut

    1     489     489     61,360     61,360     72.8 %   72.8 %

Florida

    15     7,150     7,184     885,614     873,353     76.7 %   71.8 %

Georgia

    1     931     929     107,660     106,810     77.5 %   73.5 %

Hawaii

    3     3,516     3,516     202,429     202,429     57.1 %   57.1 %

Illinois

    6     3,329     3,357     342,093     345,004     68.6 %   64.9 %

Indiana

    3     1,693     1,706     184,754     183,289     78.4 %   76.6 %

Kansas

    4     1,975     1,974     334,750     335,710     77.9 %   76.2 %

Kentucky

    1     526     525     66,100     66,100     91.2 %   84.0 %

Louisiana

    1     1,015     1,009     135,315     135,970     65.7 %   63.4 %

Maryland

    12     7,416     7,476     854,717     855,543     82.4 %   78.4 %

Massachusetts

    2     2,089     2,109     189,834     189,899     83.9 %   76.8 %

Missouri

    5     2,741     2,751     455,334     455,434     75.6 %   77.6 %

Nevada

    2     1,566     1,574     170,375     170,375     78.4 %   80.2 %

New Jersey

    3     1,657     1,656     178,198     177,998     77.4 %   71.8 %

New Mexico

    2     1,105     1,106     132,262     132,282     87.5 %   85.9 %

North Carolina

    5     3,524     3,599     376,204     378,054     78.1 %   69.6 %

Ohio

    4     1,061     1,075     156,360     158,160     73.0 %   66.6 %

Pennsylvania

    18     7,368     7,413     901,985     902,890     79.7 %   72.1 %

South Carolina

    2     1,161     1,175     162,212     162,337     77.9 %   67.5 %

Tennessee

    3     1,491     1,500     205,225     205,415     86.4 %   86.6 %

Texas

    7     3,541     3,554     456,024     456,373     81.4 %   78.7 %

Virginia

    2     1,303     1,303     114,316     114,316     86.6 %   88.2 %

Washington

    1     464     464     56,590     56,590     82.9 %   82.9 %

Washington, DC

    2     1,263     1,263     112,459     112,459     89.0 %   86.2 %
                               

Total Stabilized Managed Properties

    149     86,050     86,410     10,242,313     10,237,773     75.4 %   72.2 %
                               

Total Stabilized Properties

    802     529,000     530,397     57,883,188     57,907,399     84.9 %   82.3 %
                               

(1)
Represents unit count as of December 31, 2011, which may differ from December 31, 2010, unit count due to unit conversions or expansions.

(2)
Represents net rentable square feet as of December 31, 2011, which may differ from December 31, 2010, net rentable square feet due to unit conversions or expansions.

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Table of Contents

        The following table sets forth additional information regarding the occupancy of our lease-up properties on a state-by-state basis as of December 31, 2011 and 2010. The information as of December 31, 2010, is on a pro forma basis as though all the properties owned at December 31, 2011, were under our control as of December 31, 2010.

Lease-up Property Data Based on Location

Location
  Number of
Properties
  Number of
Units as of
December 31,
2011(1)
  Number of
Units as of
December 31,
2010
  Net Rentable
Square Feet
as of
December 31,
2011(2)
  Net Rentable
Square Feet
as of
December 31,
2010
  Square Foot
Occupancy %
December 31,
2011
  Square Foot
Occupancy %
December 31,
2010
 

Wholly-owned properties

                                           

Arizona

    1     636         71,355         36.0 %    

California

    13     9,143     8,570     1,018,006     933,627     74.6 %   53.8 %

Florida

    8     6,523     5,002     645,255     492,325     55.5 %   32.9 %

Georgia

    4     1,986     1,995     252,766     252,986     75.6 %   65.6 %

Illinois

    2     1,372     1,403     151,020     151,005     74.0 %   59.4 %

Maryland

    3     2,448     1,629     241,895     156,870     54.2 %   38.3 %

Massachusetts

    1     615     605     74,025     72,225     63.8 %   63.1 %

New Jersey

    2     1,230     1,254     126,355     127,030     78.2 %   58.8 %

New York

    1     665     674     42,476     42,551     82.5 %   64.8 %

Oregon

    1     717     730     75,950     76,120     77.3 %   44.9 %

Tennessee

    1     505     505     68,750     69,550     68.9 %   67.2 %

Texas

    2     1,054     1,087     152,610     156,050     69.8 %   60.1 %
                               

Total Wholly-Owned Lease up

    39     26,894     23,454     2,920,463     2,530,339     67.5 %   51.5 %
                               

Joint-venture properties

                                           

California

    3     2,381     2,337     216,383     216,618     80.6 %   57.7 %

Illinois

    2     1,307     1,306     131,418     131,809     68.2 %   52.4 %
                               

Total Lease up Joint-Ventures

    5     3,688     3,643     347,801     348,427     75.9 %   55.7 %
                               

Managed properties

                                           

California

    2     1,742     1,740     236,369     236,289     71.7 %   63.9 %

Colorado

    1     572     572     59,259     59,259     54.2 %   54.2 %

Florida

    9     6,477     6,611     621,987     623,978     60.4 %   42.9 %

Georgia

    5     2,752     2,784     447,408     448,828     62.8 %   49.0 %

Illinois

    3     1,928     1,940     160,670     161,053     69.6 %   51.6 %

Maryland

    1     955         88,200         12.1 %    

Massachusetts

    3     2,202     1,198     207,307     123,048     44.7 %   47.9 %

New Jersey

    1     845     850     78,295     78,295     82.9 %   73.5 %

New York

    1     904     906     46,197     46,197     58.6 %   39.6 %

North Carolina

    2     643     643     103,655     103,655     81.8 %   81.8 %

Pennsylvania

    2     1,984     1,991     173,059     173,019     70.3 %   58.1 %

Rhode Island

    1     969     985     91,075     90,995     42.4 %   29.3 %

South Carolina

    1     734     755     76,435     76,435     65.4 %   34.7 %

Texas

    2     1,594     934     172,377     103,350     26.8 %   18.8 %

Utah

    1     656     654     75,751     75,601     93.7 %   79.3 %

Virginia

    1     457     459     63,644     63,709     84.8 %   64.0 %
                               

Total Lease up Managed Properties

    36     25,414     23,022     2,701,688     2,463,711     60.4 %   50.6 %
                               

Total Lease up Properties

    80     55,996     50,119     5,969,952     5,342,477     64.8 %   51.4 %
                               

(1)
Represents unit count as of December 31, 2011, which may differ from December 31, 2010, unit count due to unit conversions or expansions.

(2)
Represents net rentable square feet as of December 31, 2011, which may differ from December 31, 2010, net rentable square feet due to unit conversions or expansions.

Item 3.   Legal Proceedings

        We are involved in various litigation and legal proceedings in the ordinary course of business. We are not a party to any material litigation or legal proceedings, or to the best of our knowledge, any threatened litigation or legal proceedings which, in the opinion of management, will have a material adverse effect on our financial condition or results of operations either individually or in the aggregate.

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 sets forth, 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  

2010

  1st   $ 13.35   $ 10.78   $ 0.10  

  2nd     16.32     12.52     0.10  

  3rd     17.10     12.94     0.10  

  4th     17.70     15.39     0.10  

2011

 

1st

   
20.92
   
17.39
   
0.14
 

  2nd     22.22     19.27     0.14  

  3rd     22.44     17.81     0.14  

  4th     24.68     17.29     0.14  

        On February 15, 2012, the closing price of our common stock as reported by the NYSE was $26.40. At February 15, 2012, we had 266 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

        None.

Item 6.    Selected Financial Data

        The following table sets forth the selected financial data and should be read in conjunction with the Financial Statements and notes thereto included in Item 8, "Financial Statements and

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Table of Contents

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,  
 
  2011   2010   2009   2008   2007  

Revenues:

                               

Property rental

  $ 268,725   $ 232,447   $ 238,256   $ 235,695   $ 206,315  

Fees, tenant reinsurance and other income

    61,105     49,050     41,890     37,036     31,647  
                       

Total revenues

    329,830     281,497     280,146     272,731     237,962  
                       

Expenses:

                               

Property operations

    95,481     86,165     88,935     84,522     73,070  

Tenant reinsurance

    6,143     6,505     5,461     5,066     4,710  

Unrecovered development and acquisition costs, loss on sublease and severance

    5,033     3,235     21,236     1,727     765  

General and administrative

    49,683     44,428     40,224     39,388     35,818  

Depreciation and amortization

    58,014     50,349     52,403     49,566     39,801  
                       

Total expenses

    214,354     190,682     208,259     180,269     154,164  
                       

Income from operations

    115,476     90,815     71,887     92,462     83,798  

Interest expense

    (69,062 )   (65,780 )   (69,818 )   (68,671 )   (64,045 )

Interest income

    5,877     5,748     6,432     8,249     10,417  

Gain on repurchase of exchangeable senior notes

            27,928     6,311      

Loss on investments available for sale

                (1,415 )   (1,233 )

Fair value adjustment of obligation associated with Preferred Operating Partnership units

                    1,054  
                       

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

    52,291     30,783     36,429     36,936     29,991  

Equity in earnings of real estate ventures

    7,287     6,753     6,964     6,932     5,300  

Income tax expense

    (1,155 )   (4,162 )   (4,300 )   (519 )    
                       

Net income

    58,423     33,374     39,093     43,349     35,291  

Noncontrolling interests in Operating Partnership and other

    (7,974 )   (7,043 )   (7,116 )   (7,568 )   (3,562 )

Fixed distribution paid to Preferred Operating Partnership unit holder

                    (1,510 )
                       

Net income attributable to common stockholders

  $ 50,449   $ 26,331   $ 31,977   $ 35,781   $ 30,219  
                       

Net income per common share

                               

Basic

  $ 0.55   $ 0.30   $ 0.37   $ 0.46   $ 0.47  

Diluted

  $ 0.54   $ 0.30   $ 0.37   $ 0.46   $ 0.46  

Weighted average number of shares

                               

Basic

    92,097,008     87,324,104     86,343,029     76,966,754     64,900,713  

Diluted

    96,683,508     92,050,453     91,082,834     82,352,988     70,715,640  

Cash dividends paid per common share

  $ 0.56   $ 0.40   $ 0.38   $ 1.00   $ 0.93  

Balance Sheet Data

                               

Total assets

  $ 2,516,250   $ 2,249,820   $ 2,407,566   $ 2,291,008   $ 2,054,075  

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

  $ 1,363,656   $ 1,246,918   $ 1,402,977   $ 1,286,820   $ 1,299,997  

Noncontrolling interests

  $ 54,814   $ 57,670   $ 62,040   $ 68,023   $ 66,217  

Total stockholders' equity

  $ 1,018,947   $ 881,401   $ 884,179   $ 878,770   $ 638,461  

Other Data

                               

Net cash provided by operating activities

  $ 144,164   $ 104,815   $ 81,165   $ 98,391   $ 102,096  

Net cash used in investing activities

  $ (251,919 ) $ (83,706 ) $ (104,410 ) $ (244,481 ) $ (254,344 )

Net cash provided by (used in) financing activities

  $ 87,489   $ (106,309 ) $ 91,223   $ 172,685   $ 98,824  

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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 our predecessor companies to own, operate, manage, acquire, develop and redevelop professionally managed self-storage properties. Since our IPO, our fully integrated development and acquisition teams have completed the development or acquisition of 595 self-storage properties.

        At December 31, 2011, we owned, had ownership interests in, or managed 882 operating properties in 34 states and Washington, D.C. Of these 882 operating properties, 356 were wholly-owned, we held joint venture interests in 341 properties, and our taxable REIT subsidiary, Extra Space Management, Inc., operated an additional 185 properties that are owned by franchisees or third parties in exchange for a management fee. These operating properties contain approximately 64 million square feet of rentable space in approximately 585,000 units and currently serve a customer base of over 448,000 tenants.

        Our properties 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 property to be in the lease-up stage after it has been issued a certificate of occupancy, but before it has achieved stabilization. A property 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 properties, we employ a state-of-the-art, web-based tracking and yield management technology called STORE. Developed by our management team, STORE enables us to analyze, set and adjust rental rates in real time across our portfolio in order to respond to changing market conditions. In addition, we also have an industry-leading revenue management system. We believe that the combination of STORE's yield management capabilities and the systematic processes developed by our team using our revenue management system allows us to more proactively manage revenues.

        We derive substantially all of our revenues from rents received from tenants under existing leases at each of our self-storage properties, from management fees on the properties we manage for joint-venture partners, franchisees and unaffiliated third parties and from our tenant reinsurance program. Our management fee is generally equal to approximately 6% of cash collected from total revenues generated by the managed properties. 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 self-storage properties from which to choose. Competition has impacted, and will continue to impact our property results. We experience seasonal fluctuations in occupancy levels, with occupancy levels generally higher in the

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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 use of STORE, and through the use of our revenue management system.

        We continue to evaluate and implement 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:

        During 2011, we acquired 55 wholly-owned properties and completed the development of five wholly-owned properties, all in our core markets. We have one wholly-owned development property, which is scheduled for completion by the end of the first quarter of 2012.

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

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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 (1) enter into option agreements for the purchase of land or facilities from an entity and pay a non-refundable deposit, or (2) 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 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, 2011, the Company 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 five and 39 years.

        In connection with our acquisition of properties, 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, are 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 two properties 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 four properties 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:    We evaluate long lived assets held for use when events or circumstances indicate that there may be impairment. We review each property at least annually to determine if any such events or circumstances have occurred or exist. We focus on properties where occupancy and/or rental income have decreased by a significant amount. For these properties, we determine whether the decrease is temporary or permanent and whether the property will likely recover the lost occupancy and/or revenue in the short term. In addition, we carefully review properties in the lease-up stage and compare actual operating results to original projections.

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        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 values, net of selling costs, of the assets that have been identified for sale are less than the net carrying value of the assets, a valuation allowance is established. The operations of assets held for sale or sold during the period are generally presented as discontinued operations for all periods presented.

        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, 2011 and 2010, approximate fair value. The fair values of our notes receivable, our fixed rate notes payable and notes payable to trusts and exchangeable senior notes are as follows:

 
  December 31, 2011   December 31, 2010  
 
  Fair
Value
  Carrying
Value
  Fair
Value
  Carrying
Value
 

Note receivable from Preferred Operating Partnership unit holder

  $ 104,049   $ 100,000   $ 115,696   $ 100,000  

Fixed rate notes payable and notes payable to trusts

  $ 1,008,039   $ 938,681   $ 777,575   $ 731,588  

Exchangeable senior notes

  $ 92,265   $ 87,663   $ 118,975   $ 87,663  

        INVESTMENTS IN 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

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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.

        CONVERSION OF OPERATING PARTNERSHIP UNITS:    Conversions of Operating Partnership units to common stock, when converted 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 our equity. The difference between the fair value of the consideration paid and the adjustment to the carrying amount of the noncontrolling interest is recognized as additional paid in capital of the Company.

        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 and franchise fee revenues are recognized monthly as services are performed and in accordance with the terms of the related management agreements. Tenant reinsurance premiums are recognized as revenues over the period of insurance coverage. 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.

        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.

        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 (except for the operation or management of health care facilities or lodging facilities or the provision to any person, under a franchise, license or otherwise, of rights to any brand name under which any lodging facility or health care facility is operated). A TRS is subject to corporate federal income tax. Deferred tax assets and

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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.

        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 are valued at fair value and recognized on a straight line basis over the service periods of each award.

RECENT ACCOUNTING PRONOUNCEMENTS

        In June 2011, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2011-05, "Comprehensive Income (Topic 220): Presentation of Comprehensive Income," which is effective for annual reporting periods beginning after December 15, 2011. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of stockholders' equity. In addition, items of other comprehensive income that are reclassified to profit or loss are required to be presented separately on the face of the financial statements. This guidance is intended to increase the prominence of other comprehensive income in financial statements by requiring that such amounts be presented either in a single continuous statement of income and comprehensive income or separately in consecutive statements of income and comprehensive income. The Company's adoption of ASU 2011-05 is not expected to have a material impact on its financial condition or results of operations.

        In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs ("ASU No. 2011-04"). ASU No. 2011-04 updates and further clarifies requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. Additionally, ASU No. 2011-04 clarifies the FASB's intent about the application of existing fair value measurements. ASU No. 2011-04 is effective for interim and annual periods beginning after December 15, 2011 and is applied prospectively. The Company does not expect that the adoption of ASU No. 2011-04 will have a material impact to its consolidated financial statements.

RESULTS OF OPERATIONS

Comparison of the Year Ended December 31, 2011 to the Year Ended December 31, 2010

Overview

        Results for the year ended December 31, 2011, included the operations of 697 properties (357 of which were consolidated and 340 of which were in joint ventures accounted for using the equity method) compared to the results for the year ended December 31, 2010, which included operations of 660 properties (296 of which were consolidated and 364 of which were in joint ventures accounted for using the equity method).

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Revenues

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

 
  For the Year Ended
December 31,
   
   
 
 
  2011   2010   $ Change   % Change  

Revenues:

                         

Property rental

  $ 268,725   $ 232,447   $ 36,278     15.6 %

Management and franchise fees

    29,924     23,122     6,802     29.4 %

Tenant reinsurance

    31,181     25,928     5,253     20.3 %
                   

Total revenues

  $ 329,830   $ 281,497   $ 48,333     17.2 %
                   

        Property Rental—The increase in property rental revenues consists primarily of an increase of $20,303 associated with acquisitions completed in 2011 and 2010, an increase of $9,934 resulting from increases in occupancy and rental rates to existing customers at our stabilized properties and an increase of $6,961 related to increases in occupancy at our lease up properties. This is offset by a decrease of $920 related to the sale of 19 properties to a joint venture with Harrison Street Real Estate Capital LLC ("Harrison Street") in January 2010.

        Management and Franchise Fees—Our taxable REIT subsidiary, Extra Space Management, Inc., manages properties owned by our joint ventures, franchisees and third parties. Management fees generally represent 6% of cash collected from properties owned by third parties, franchisees and unconsolidated joint ventures. The Company also earns 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.

        During 2011, it was discovered that the asset management fee owed to the Company by the SPI joint venture had not been recorded by either party for the five-year period ended December 31, 2010. The annual asset management fee for this period was $885. After determining that the amounts were not material either in the prior periods or the current year for restatement purposes, $4,425 of asset management fees earned during the five-year period ended December 31, 2010, was recorded in the current year. Additionally, asset management fees earned during the year ended December 31, 2011, of $812 were also recorded. The remainder of the increase in management and franchise fees is related to the increase in third-party properties under management during 2011 compared to the prior year. We managed 185 third-party properties as of December 31, 2011, compared to 160 as of December 31, 2010.

        Tenant Reinsurance—The increase in tenant reinsurance revenues was partially due to the increase in overall customer participation to 63% at December 31, 2011, compared to approximately 60% at December 31, 2010. In addition, we operated 882 properties at December 31, 2011, compared to 820 at December 31, 2010.

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Expenses

        The following table sets forth information on expenses for the years indicated:

 
  For the Year Ended
December 31,
   
   
 
 
  2011   2010   $ Change   % Change  

Expenses:

                         

Property operations

  $ 95,481   $ 86,165   $ 9,316     10.8 %

Tenant reinsurance

    6,143     6,505     (362 )   (5.6 )%

Unrecovered development and acquisition costs

    2,896     1,235     1,661     134.5 %

Loss on sublease

        2,000     (2,000 )   (100.0 )%

Severance costs

    2,137         2,137     100.0 %

General and administrative

    49,683     44,428     5,255     11.8 %

Depreciation and amortization

    58,014     50,349     7,665     15.2 %
                   

Total expenses

  $ 214,354   $ 190,682   $ 23,672     12.4 %
                   

        Property Operations—The increase in property operations expense consists primarily of increases of $8,481 related to acquisitions completed in 2011 and 2010, and $1,781 related to increases in expenses at our lease-up properties. These increases were offset by a decrease of $946 resulting from lower expenses at our stabilized properties, which relates mainly to decreases in property taxes, advertising and utilities expenses.

        Tenant Reinsurance—Tenant reinsurance expense represents the costs that are incurred to provide tenant reinsurance.

        Unrecovered Development and Acquisition Costs—These costs relate to acquisition activities during the periods indicated. The increases were related to increased acquisition activity when compared to the prior year. During 2011, we acquired 55 properties, compared to only 15 during the year ended December 31, 2010.

        Loss on Sublease—This expense is a result of a $2,000 charge recorded in the year ended December 31, 2010, relating to the bankruptcy of a tenant subleasing office space from us in Memphis, TN. The Memphis, TN office lease is a liability assumed as part of the Storage, USA acquisition in July 2005. There were no such losses recorded for the year ended December 31, 2011.

        Severance Costs—The severance costs recorded during the year ended December 31, 2011, relate to severance granted to our former Executive Vice President and Chief Financial Officer, Kent Christensen, who left the Company on December 7, 2011. There were no severance costs incurred during the year ended December 31, 2010.

        General and Administrative—General and administrative expenses increased primarily as a result of the additional costs related to the management of additional properties. During the year ended December 31, 2011, we purchased 55 properties, 40 of which we did not previously manage. In addition, we managed 185 third-party properties at December 31, 2011, compared to 160 at December 31, 2010. Also included in general and administrative expenses for the year ended December 31, 2011, is an expense of $1,800 related to litigation matters. There were no such expenses incurred during the year ended December 31, 2010.

        Depreciation and Amortization—Depreciation and amortization expense increased as a result of the acquisition and development of new properties. We acquired 55 properties and completed the development of five properties during the year ended December 31, 2011.

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Other Income and Expenses

        The following table sets forth information on other income and expenses for the years indicated:

 
  For the Year Ended
December 31,
   
   
 
 
  2011   2010   $ Change   % Change  

Other income and expenses:

                         

Interest expense

  $ (67,301 ) $ (64,116 ) $ (3,185 )   5.0 %

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

    (1,761 )   (1,664 )   (97 )   5.8 %

Interest income

    1,027     898     129     14.4 %

Interest income on note receivable from Preferred Operating Partnership unit holder

    4,850     4,850          

Equity in earnings of real estate ventures

    7,287     6,753     534     7.9 %

Income tax expense

    (1,155 )   (4,162 )   3,007     (72.2 )%
                   

Total other expense, net

  $ (57,053 ) $ (57,441 ) $ 388     (0.7 )%
                   

        Interest Expense—The increase in interest expense was primarily the result of costs associated with prepaying certain loans and an increase in the average amount of debt outstanding when compared to the prior year.

        Non-cash Interest Expense Related to Amortization of Discount on Exchangeable Senior Notes—Represents the amortization of the discount on exchangeable senior notes, which reflects the effective interest rate relative to the carrying amount of the liability.

        Interest Income—Interest income represents amounts earned on cash and cash equivalents deposited with financial institutions. The increase in interest income is due to slightly higher cash balances during the year ended December 31, 2011, primarily as a result of the cash proceeds received from the stock offering in May 2011.

        Interest Income on Note Receivable from Preferred Operating Partnership Unit Holder —Represents interest on a $100,000 loan to the holder of the Series A Participating Redeemable Preferred units of our Operating Partnership (the "Preferred OP units").

        Equity in Earnings of Real Estate Ventures—The increase in equity in earnings of real estate ventures was due primarily to an increase in revenues at joint ventures resulting from increases in occupancy and rental rates to new and existing customers. This increase was offset by a reduction of approximately $1,300 from the SPI joint venture as a result of the asset management fee expense recorded by the joint venture.

        During 2011, it was discovered that the asset management fee owed to us by the SPI joint venture had not been recorded by either party for the five-year period ended December 31, 2010. The annual asset management fee for this period was $885, offset by an annual reduction of $221 of equity in earnings of SPI. The total prior period adjustment for the years 2006 through 2010, increased asset management fee revenues by $4,425, and decreased equity in earnings by $1,106 and was recorded in the current year. The remaining reduction to equity in earnings related to the net effect of the current year asset management fee of $203.

        Income Tax Expense—The decrease in income tax expense relates primarily to solar tax credits. The decrease related to the credit was partially offset by increased taxes resulting from increased tenant reinsurance income earned by our taxable REIT subsidiary.

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Net Income Allocated to Noncontrolling Interests

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

 
  For the Year Ended
December 31,
   
   
 
 
  2011   2010   $ Change   % Change  

Net income allocated to noncontrolling interests:

                         

Net income allocated to Preferred Operating Partnership noncontrolling interests

  $ (6,289 ) $ (6,048 ) $ (241 )   4.0 %

Net income allocated to Operating Partnership and other noncontrolling interests

    (1,685 )   (995 )   (690 )   69.3 %
                   

Total income allocated to noncontrolling interests:

  $ (7,974 ) $ (7,043 ) $ (931 )   13.2 %
                   

        Net Income Allocated to Preferred Operating Partnership Noncontrolling Interests —Income allocated to the Preferred Operating Partnership equals the fixed distribution paid to the Preferred OP unit holder plus approximately 1.0% and 1.1% of the remaining net income allocated after the adjustment for the fixed distribution paid for the years ended December 31, 2011 and 2010, respectively. The amount allocated to Preferred Operating Partnership noncontrolling interest was higher in 2011 than in 2010 as our net income was higher in 2011 than it was in 2010.

        Net Income Allocated to Operating Partnership and Other Noncontrolling Interests —Income allocated to the Operating Partnership represents approximately 3.2% and 3.8% of net income after the allocation of the fixed distribution paid to the Preferred OP unit holder for the years ended December 31, 2011 and 2010, respectively. Losses allocated to other noncontrolling interests represents the losses allocated to partners in consolidated joint ventures.

Comparison of the Year Ended December 31, 2010 to the Year Ended December 31, 2009

Overview

        Results for the year ended December 31, 2010, included the operations of 660 properties (296 of which were consolidated and 364 of which were in joint ventures accounted for using the equity method) compared to the results for the year ended December 31, 2009, which included operations of 642 properties (298 of which were consolidated and 344 of which were in joint ventures accounted for using the equity method).

Revenues

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

 
  For the Year Ended
December 31,
   
   
 
 
  2010   2009   $ Change   % Change  

Revenues:

                         

Property rental

  $ 232,447   $ 238,256   $ (5,809 )   (2.4 )%

Management and franchise fees

    23,122     20,961     2,161     10.3 %

Tenant reinsurance

    25,928     20,929     4,999     23.9 %
                   

Total revenues

  $ 281,497   $ 280,146   $ 1,351     0.5 %
                   

        Property Rental—the decrease in property rental revenues relates primarily to a decrease of $15,669 associated with the sale of 19 properties to an unconsolidated joint venture with Harrison

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Street on January 21, 2010. There was an additional decrease in revenue of $1,682 relating to the deconsolidation of five properties as a result of our adoption of amended accounting guidance in ASC 810 effective January 1, 2010. These decreases were offset by increases in revenues of $5,852 relating to increases in occupancy at our lease-up properties, $3,319 relating to increases in occupancy and rental rates to new and existing customers at our stabilized properties, and $2,371 associated with acquisitions completed in 2010 and 2009.

        Management and Franchise Fees—Our taxable REIT subsidiary, Extra Space Management, Inc., manages properties owned by our joint ventures, franchisees and third parties. Management fees generally represent 6% of cash collected from properties owned by third parties, franchisees and unconsolidated joint ventures. The increase in management and franchise fees is related to additional fees earned from the joint venture with Harrison Street and to the increase in third-party properties managed by us compared to the prior year. We managed 160 third-party properties as of December 31, 2010, compared with 124 as of December 31, 2009.

        Tenant Reinsurance—The increase in tenant reinsurance revenues is due to the fact that during the year ended December 31, 2010, we successfully increased overall customer participation to approximately 60% at December 31, 2010, compared to approximately 54% at December 31, 2009. In addition we operated 820 properties at December 31, 2010, compared to 766 at December 31, 2009.

Expenses

        The following table sets forth information on expenses for the years indicated:

 
  For the Year Ended
December 31,
   
   
 
 
  2010   2009   $ Change   % Change  

Expenses:

                         

Property operations

  $ 86,165   $ 88,935   $ (2,770 )   (3.1 )%

Tenant reinsurance

    6,505     5,461     1,044     19.1 %

Unrecovered development and acquisition costs

    1,235     19,011     (17,776 )   (93.5 )%

Loss on sublease

    2,000         2,000     100.0 %

Severance costs

        2,225     (2,225 )   (100.0 )%

General and administrative

    44,428     40,224     4,204     10.5 %

Depreciation and amortization

    50,349     52,403     (2,054 )   (3.9 )%
                   

Total expenses

  $ 190,682   $ 208,259   $ (17,577 )   (8.4 )%
                   

        Property Operations—The decrease in property operations expense was primarily due to decreases of $5,695 related to the sale of 19 properties to an unconsolidated joint venture with Harrison Street on January 21, 2010, and $692 related to the deconsolidation of five properties as a result of our adoption of amended accounting guidance in ASC 810 effective January 1, 2010. These decreases were partially offset by increases of $2,762 related to our stabilized and lease up properties and $855 associated with acquisitions completed in 2010 and 2009.

        Tenant Reinsurance—Tenant reinsurance expense represents the costs that are incurred to provide tenant reinsurance. The increase in tenant reinsurance expense is related to the increase in overall customer participation in the tenant reinsurance program to approximately 60% at December 31, 2010, compared to approximately 54% at December 31, 2009. In addition we operated 820 properties at December 31, 2010, compared to 766 at December 31, 2009.

        Unrecovered Development and Acquisition Costs—These costs relate to unsuccessful development and acquisition activities during the periods indicated. On June 2, 2009, the Company announced that

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it had begun a wind-down of its development program. As a result of this decision, the Company recorded $18,883 of one-time impairment charges in order to write down the carrying value of undeveloped land, development projects that will be completed and investments in development projects to their estimated fair values less cost to sell.

        Loss on Sublease—This expense is a result of a $2,000 charge relating to the bankruptcy of a tenant subleasing office space from us in Memphis, TN. The Memphis, TN office lease is a liability assumed as part of the Storage, USA acquisition in July 2005.

        Severance Costs—On June 2, 2009, the Company announced that it had begun a wind-down of its development program. As a result of this decision, the Company recorded severance costs of $1,400. In December 2009, the Company began the closure of its marketing office in Memphis, TN. As a result of this closure, the Company recorded severance costs of $825. There were no severance costs incurred during the year ended December 31, 2010.

        General and Administrative—General and administrative expenses increased primarily as a result of the additional costs related to the management of additional third-party properties. We operated 820 properties at December 31, 2010, compared to 766 at December 31, 2009.

        Depreciation and Amortization—Depreciation and amortization expense decreased primarily as a result of the sale of 19 properties to an unconsolidated joint venture with Harrison Street on January 21, 2010. This decrease was partially offset by the additional depreciation on new properties added through acquisition and development during 2010 and 2009.

Other Revenue and Expenses

        The following table sets forth information on other revenue and expenses for the years indicated:

 
  For the Year Ended
December 31,
   
   
 
 
  2010   2009   $ Change   % Change  

Other revenue and expenses:

                         

Interest expense

  $ (64,116 ) $ (67,579 ) $ 3,463     (5.1 )%

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

    (1,664 )   (2,239 )   575     (25.7 )%

Interest income

    898     1,582     (684 )   (43.2 )%

Interest income on note receivable from Preferred Operating Partnership unit holder

    4,850     4,850          

Gain on repurchase of exchangeable senior notes

        27,928     (27,928 )   (100.0 )%

Equity in earnings of real estate ventures

    6,753     6,964     (211 )   (3.0 )%

Income tax expense

    (4,162 )   (4,300 )   138     (3.2 )%
                   

Total other revenue (expense)

  $ (57,441 ) $ (32,794 ) $ (24,647 )   75.2 %
                   

        Interest Expense—The decrease in interest expense was primarily the result of a decrease of $5,120 relating to the deconsolidation of the debt related to the 19 properties sold to an unconsolidated joint venture with Harrison Street on January 21, 2010, and a decrease of $694 related to the deconsolidation of five properties as a result of our adoption of amended accounting guidance in ASC 810 effective January 1, 2010. These decreases were partially offset as a result of higher interest rates on new loans obtained in 2010 and 2009.

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        Non-cash Interest Expense Related to Amortization of Discount on Exchangeable Senior Notes—The decrease in non-cash interest expense related to amortization of discount on exchangeable senior notes for the year ended December 31, 2010 when compared to the prior year was due to the repurchase of a total principal amount of $122,000 of our notes during 2009. The discount associated with the repurchase of the notes was written off as a result of these repurchases, which decreased the ongoing amortization of the discount in 2010 when compared to 2009.

        Interest Income—The decrease in interest income is primarily due to a decrease in the average interest rate on our invested cash when compared to the same period in the prior year, along with a decrease in the average cash balance.

        Interest Income on Note Receivable from Preferred Operating Partnership Unit Holder —Represents interest on a $100,000 loan to the holder of the Series A Participating Redeemable Preferred units of our Operating Partnership (the "Preferred OP units").

        Gain on Repurchase of Exchangeable Senior Notes—This amount represents the gain on the repurchase of $122,000 total principal amount of our exchangeable senior notes during 2009. We did not repurchase any of our exchangeable senior notes during the year ended December 31, 2010.

        Equity in Earnings of Real Estate Ventures—The decrease is related primarily to additional losses allocated to equity in earnings of real estate ventures due to the deconsolidation of five lease-up properties as a result of the adoption of new accounting guidance in ASC 810 effective January 1, 2010.

        Income Tax Expense—The decrease in income tax expense relates primarily to a $832 solar tax credit that was partially offset by increased taxes resulting from increased tenant reinsurance income earned by our taxable REIT subsidiary.

Net Income Allocated to Noncontrolling Interests

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

 
  For the Year Ended
December 31,
   
   
 
 
  2010   2009   $ Change   % Change  

Net income allocated to noncontrolling interests:

                         

Net income allocated to Preferred Operating Partnership noncontrolling interests

  $ (6,048 ) $ (6,186 ) $ 138     (2.2 )%

Net income allocated to Operating Partnership and other noncontrolling interests

    (995 )   (930 )   (65 )   7.0 %
                   

Total income allocated to noncontrolling interests:

  $ (7,043 ) $ (7,116 ) $ 73     (1.0 )%
                   

        Net Income Allocated to Preferred Operating Partnership Noncontrolling Interests —Income allocated to the Preferred Operating Partnership equals the fixed distribution paid to the Preferred OP unit holder plus approximately 1.1% of the remaining net income allocated after the adjustment for the fixed distribution paid for the years ended December 31, 2010 and 2009. The amount allocated to Preferred Operating Partnership noncontrolling interest was lower in 2010 than in 2009 as our net income was lower in 2010 than it was in 2009.

        Net Income Allocated to Operating Partnership and Other Noncontrolling Interests —Income allocated to the Operating Partnership represents approximately 3.8% and 4.4% of net income after the allocation of the fixed distribution paid to the Preferred OP unit holder for the years ended December 31, 2010 and 2009, respectively. The loss allocated to the other noncontrolling interests was

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lower than the prior year due mainly to the deconsolidation of five lease-up properties with other noncontrolling interests effective January 1, 2010 as a result of the adoption of new accounting guidance in ASC 810.

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 properties 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 sets forth the calculation of FFO for the periods indicated:

 
  For the Year Ended December 31,  
 
  2011   2010   2009  

Net income attributable to common stockholders

  $ 50,449   $ 26,331   $ 31,977  

Adjustments:

                   

Real estate depreciation

    52,647     47,063     48,417  

Amortization of intangibles

    2,375     650     1,647  

Joint venture real estate depreciation and amortization

    7,931     8,269     5,805  

Joint venture loss on sale of properties

    185     65     175  

Distributions paid on Preferred Operating Partnership units

    (5,750 )   (5,750 )   (5,750 )

Income allocated to Operating Partnership noncontrolling interests

    7,978     7,096     8,012  
               

Funds from operations

  $ 115,815   $ 83,724   $ 90,283  
               

SAME-STORE STABILIZED PROPERTY RESULTS

        We consider our same-store stabilized portfolio to consist of only those properties which were wholly-owned at the beginning and at the end of the applicable periods presented and that have achieved stabilization as of the first day of such period. The following table sets forth operating data for our same-store portfolio. We consider the following same-store presentation to be meaningful in

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regards to the properties shown below. These results provide information relating to property level operating changes without the effects of acquisitions and completed developments.

 
  For the Three
Months
Ended December 31,
   
  For the Year Ended
December 31,
   
 
 
  Percent
Change
  Percent
Change
 
 
  2011   2010   2011   2010  

Same-store rental and tenant reinsurance revenues

  $ 61,395   $ 58,026     5.8 % $ 241,001   $ 229,785     4.9 %

Same-store operating and tenant reinsurance expenses

    19,387     19,593     (1.1 )%   78,892     79,098     (0.3 )%
                           

Same-store net operating income

  $ 42,008   $ 38,433     9.3 % $ 162,109   $ 150,687     7.6 %

Non same-store rental and tenant reinsurance revenues

  $ 20,357   $ 9,062     124.6 % $ 58,905   $ 28,590     106.0 %

Non same-store operating and tenant reinsurance expenses

  $ 7,318   $ 4,430     65.2 % $ 22,732   $ 13,572     67.5 %

Total rental and tenant reinsurance revenues

  $ 81,752   $ 67,088     21.9 % $ 299,906   $ 258,375     16.1 %

Total operating and tenant reinsurance expenses

  $ 26,705   $ 24,023     11.2 % $ 101,624   $ 92,670     9.7 %

Same-store square foot occupancy as of quarter end

    87.8 %   84.7 %         87.8 %   84.7 %      

Properties included in same-store

    253     253           253     253        

 

 
  For the Three
Months
Ended December 31,
   
  For the Year Ended
December 31,
   
 
 
  Percent
Change
  Percent
Change
 
 
  2010   2009   2010   2009  

Same-store rental and tenant reinsurance revenues

  $ 56,720   $ 54,897     3.3 % $ 224,826   $ 220,101     2.1 %

Same-store operating and tenant reinsurance expenses

    19,114     19,181     (0.3 )%   77,075     77,924     (1.1 )%
                           

Same-store net operating income

  $ 37,606   $ 35,716     5.3 % $ 147,751   $ 142,177     3.9 %

Non same-store rental and tenant reinsurance revenues

  $ 10,368   $ 10,548     (1.7 )% $ 33,549   $ 39,084     (14.2 )%

Non same-store operating and tenant reinsurance expenses

  $ 4,909   $ 3,763     30.5 % $ 15,595   $ 16,472     (5.3 )%

Total rental and tenant reinsurance revenues

  $ 67,088   $ 65,445     2.5 % $ 258,375   $ 259,185     (0.3 )%

Total operating and tenant reinsurance expenses

  $ 24,023   $ 22,944     4.7 % $ 92,670   $ 94,396     (1.8 )%

Same-store square foot occupancy as of quarter end

    84.8 %   82.9 %         84.8 %   82.9 %      

Properties included in same-store

    246     246           246     246        

Comparison of the Year Ended December 31, 2011 to the Year Ended December 31, 2010

        The increase in same-store rental revenues was primarily due to increased rental rates to incoming and existing customers and increased occupancy. Occupancy increased 310 basis points over the prior year. The decreases in same-store operating expenses for the year ended December 31, 2011, were primarily due to lower utility costs, a decrease in yellow page advertising and lower than anticipated snow removal costs.

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Comparison of the Year Ended December 31, 2010 to the Year Ended December 31, 2009

        The increase in same-store rental revenues was primarily due to increased rental rates to incoming and existing customers and increased occupancy. The decreases in same-store operating expenses for the year ended December 31, 2010 were primarily due to decreases in utilities, office expenses, property taxes and insurance.

CASH FLOWS

Comparison of the Year Ended December 31, 2011 to the Year Ended December 31, 2010

        Cash flows provided by operating activities were $144,164 and $104,815 for the years ended December 31, 2011 and 2010, respectively. The increase when compared to the prior year was primarily due to an increase in net income. There was also a decrease in the amount of cash used to pay accounts payable and accrued expenses. These increases were offset by a decrease in cash received from affiliated joint ventures and related parties during 2011 compared to 2010.

        Cash used in investing activities was $251,919 and $83,706 for the years ended December 31, 2011 and 2010, respectively. The increase in 2011 was primarily the result of $125,371 more cash being used to acquire new properties in 2011 compared to 2010. The Company also paid $51,000 to purchase a note receivable, which was offset by $860 of principal payments received in 2011, compared to $0 in 2010. Additionally, the Company received $15,750 in proceeds from the sale of 19 properties to a joint venture in 2010, compared to $0 in 2011. These increases were offset by a decrease of $29,002 in the amount of cash used to fund development activities in 2011 compared to 2010.

        Cash provided by financing activities was $87,489 for the year ended December 31, 2011, compared to cash used in financing activities of $106,309 for the year ended December 31, 2010. The increase in cash provided was the result of $112,349 of net cash proceeds generated from the sale of common stock in the current year, compared with $0 in 2010, along with an increase of $284,425 in cash proceeds received from notes payable and lines of credit in 2011 when compared to 2010. These increases of cash were offset by the increase of $199,947 of cash used for principal repayments on notes payable and lines of credit during 2011 when compared to 2010.

Comparison of the Year Ended December 31, 2010 to the Year Ended December 31, 2009

        Cash flows provided by operating activities were $104,815 and $81,165 for the years ended December 31, 2010 and 2009, respectively. The increase when compared to the prior year was due mainly to an increase in cash received from affiliated joint ventures and related parties during 2010 compared to 2009 to repay receivables from related parties and affiliated real estate joint ventures. The decrease in net income in the current year when compared to the prior year was offset by a gain on the repurchase of exchangeable senior notes and a loss relating to the wind-down of our development program in 2009.

        Cash used in investing activities was $83,706 and $104,410 for the years ended December 31, 2010 and 2009, respectively. The decrease in 2010 was primarily the result of $31,239 less cash being used to fund development activities in 2010 compared to 2009. Additionally, the Company received $15,750 in proceeds from the sale of 19 properties to a joint venture in 2010, compared to $0 in 2009. The decrease in cash used and proceeds from the sales of properties were offset by an increase of $31,403 in cash used to acquire new properties in 2010 compared to 2009.

        Cash used in financing activities was $106,309 for the year ended December 31, 2010, compared to cash provided by financing activities of $91,223 for the year ended December 31, 2009. The decrease in cash provided in 2010 when compared to the prior year was primarily the result of a decrease of $251,498 in the net proceeds from notes payable and lines of credit in 2010 when compared to 2009, and $39,885 more cash paid for principal payments on notes payable and lines of credit in 2010 when

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compared to 2009. These decreases were partially offset by $87,734 less cash being used to repurchase exchangeable senior notes in 2010 compared to 2009.

LIQUIDITY AND CAPITAL RESOURCES

        As of December 31, 2011, we had $26,484 available in cash and cash equivalents. We intend to use this cash to repay debt scheduled to mature in 2012 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 2011, 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 sets forth information on our lines of credit for the periods indicated:

 
  As of December 31, 2011    
   
   
   
Line of Credit
  Amount
Drawn
  Capacity   Interest
Rate
  Origination
Date
  Maturity   Basis Rate   Notes

Credit Line 1

  $ 100,000   $ 100,000     1.3 % 10/19/2007   10/31/2012   LIBOR plus 1.00% - 2.10%   (5)

Credit Line 2

    40,000     74,000     2.4 % 2/13/2009   2/13/2014   LIBOR plus 2.15%   (1)(4)(5)

Credit Line 3

    40,000     72,000     2.5 % 6/4/2010   5/31/2013   LIBOR plus 2.20%   (2)(4)(5)

Credit Line 4

    25,000     40,000     2.5 % 11/16/2010   11/16/2013   LIBOR plus 2.20%   (3)(4)(5)

Credit Line 5

    10,000     50,000     2.4 % 4/29/2011   5/1/2014   LIBOR plus 2.15%   (3)(4)(5)
                               

  $ 215,000   $ 336,000                      
                               

(1)
One year extension available

(2)
One two-year extension available

(3)
Two one-year extensions available

(4)
Guaranteed by the Company

(5)
Secured by mortgages on certain real estate assets

        As of December 31, 2011, we had $1,359,254 of debt, resulting in a debt to total capitalization ratio of 36.2%. As of December 31, 2011, the ratio of total fixed rate debt and other instruments to total debt was 75.5% (including $342,427 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, 2011 was 4.7%. 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, 2011.

        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 properties.

        Our liquidity needs consist primarily of cash distributions to stockholders, property acquisitions, principal payments under our borrowings and non-recurring capital expenditures. We may from time to time seek to repurchase or redeem our outstanding debt, shares of common stock or other securities in open market purchases, privately negotiated transactions or otherwise. Such repurchases or redemptions, if any, will depend on prevailing market conditions, our liquidity requirements, contractual

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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 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.

        Our exchangeable senior notes provide for excess exchange value to be paid in shares of our common stock if our stock price exceeds a certain amount. See the notes to our financial statements for a further description of our exchangeable senior notes.

CONTRACTUAL OBLIGATIONS

        The following table sets forth information on future payments due by period as of December 31, 2011:

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

Operating leases

  $ 62,305   $ 7,231   $ 12,936   $ 6,885   $ 35,253  

Notes payable, notes payable to trusts, exchangeable senior notes and lines of credit

                               

Interest

    364,438     59,808     99,582     60,234     144,814  

Principal

    1,359,254     225,977     413,887     370,748     348,642  
                       

Total contractual obligations

  $ 1,785,997   $ 293,016   $ 526,405   $ 437,867   $ 528,709  
                       

        As of December 31, 2011, the weighted average interest rate for all fixed rate loans was 5.3%, and the weighted average interest rate on all variable rate loans was 2.7%.

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

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either fixed or variable rate. In making financing decisions, we will consider factors including but not limited to:

        Our indebtedness may be recourse, non-recourse or cross-collateralized. If the indebtedness is non-recourse, the collateral will be limited to the particular properties to which the indebtedness relates. In addition, we may invest in properties subject to existing loans collateralized by mortgages or similar liens on our properties, or may refinance properties 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 properties, 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, repurchase or redeem our additional outstanding debt, including our exchangeable senior notes, as well as shares of common stock or other securities in open market purchases, privately negotiated transactions or otherwise. Such repurchases or redemptions, 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.

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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, 2011, we had approximately $1,400,000 in total debt, of which approximately $332,900 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 $2,600 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

    48  

CONSOLIDATED BALANCE SHEETS

    49  

CONSOLIDATED STATEMENTS OF OPERATIONS

    50  

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

    51  

CONSOLIDATED STATEMENTS OF CASH FLOWS

    52  

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

    53  

SCHEDULE III

    93  

        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

To 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, 2011 and 2010, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2011. 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, 2011 and 2010 and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2011, 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.

        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 29, 2012 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP    

Salt Lake City, Utah
February 29, 2012

 

 

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Extra Space Storage Inc.

Consolidated Balance Sheets

(Dollars in thousands, except share data)

 
  December 31, 2011   December 31, 2010  

Assets:

             

Real estate assets:

             

Net operating real estate assets

  $ 2,254,429   $ 1,935,319  

Real estate under development

    9,366     37,083  
           

Net real estate assets

    2,263,795     1,972,402  

Investments in real estate ventures

   
130,410
   
140,560
 

Cash and cash equivalents

    26,484     46,750  

Restricted cash

    25,768     30,498  

Receivables from related parties and affiliated real estate joint ventures

    18,517     10,061  

Other assets, net

    51,276     49,549  
           

Total assets

  $ 2,516,250   $ 2,249,820  
           

Liabilities, Noncontrolling Interests and Equity:

             

Notes payable

  $ 937,001   $ 871,403  

Notes payable to trusts

    119,590     119,590  

Exchangeable senior notes

    87,663     87,663  

Premium (discount) on notes payable

    4,402     (2,205 )

Lines of credit

    215,000     170,467  

Accounts payable and accrued expenses

    45,079     35,242  

Other liabilities

    33,754     28,589  
           

Total liabilities

    1,442,489     1,310,749  
           

Commitments and contingencies

             

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, 300,000,000 shares authorized, 94,783,590 and 87,587,322 shares issued and outstanding at December 31, 2011 and December 31, 2010, respectively

    948     876  

Paid-in capital

    1,290,021     1,148,820  

Accumulated other comprehensive deficit

    (7,936 )   (5,787 )

Accumulated deficit

    (264,086 )   (262,508 )
           

Total Extra Space Storage Inc. stockholders' equity

    1,018,947     881,401  

Noncontrolling interest represented by Preferred Operating Partnership units, net of $100,000 note receivable

    29,695     29,733  

Noncontrolling interests in Operating Partnership

    24,018     26,803  

Other noncontrolling interests

    1,101     1,134  
           

Total noncontrolling interests and equity

    1,073,761     939,071  
           

Total liabilities, noncontrolling interests and equity

  $ 2,516,250   $ 2,249,820  
           

   

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,  
 
  2011   2010   2009  

Revenues:

                   

Property rental

  $ 268,725   $ 232,447   $ 238,256  

Management and franchise fees

    29,924     23,122     20,961  

Tenant reinsurance

    31,181     25,928     20,929  
               

Total revenues

    329,830     281,497     280,146  
               

Expenses:

                   

Property operations

    95,481     86,165     88,935  

Tenant reinsurance

    6,143     6,505     5,461  

Unrecovered development and acquisition costs

    2,896     1,235     19,011  

Loss on sublease

        2,000      

Severance costs

    2,137         2,225  

General and administrative

    49,683     44,428     40,224  

Depreciation and amortization

    58,014     50,349     52,403  
               

Total expenses

    214,354     190,682     208,259  
               

Income from operations

    115,476     90,815     71,887  

Interest expense

   
(67,301

)
 
(64,116

)
 
(67,579

)

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

    (1,761 )   (1,664 )   (2,239 )

Interest income

    1,027     898     1,582  

Interest income on note receivable from Preferred Operating Partnership unit holder

    4,850     4,850     4,850  

Gain on repurchase of exchangeable senior notes

            27,928  
               

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

    52,291     30,783     36,429  

Equity in earnings of real estate ventures

    7,287     6,753     6,964  

Income tax expense

    (1,155 )   (4,162 )   (4,300 )
               

Net income

    58,423     33,374     39,093  

Net income allocated to Preferred Operating Partnership noncontrolling interests

    (6,289 )   (6,048 )   (6,186 )

Net income allocated to Operating Partnership and other noncontrolling interests

    (1,685 )   (995 )   (930 )
               

Net income attributable to common stockholders

  $ 50,449   $ 26,331   $ 31,977  
               

Net income per common share

                   

Basic

  $ 0.55   $ 0.30   $ 0.37  

Diluted

  $ 0.54   $ 0.30   $ 0.37  

Weighted average number of shares

                   

Basic

    92,097,008     87,324,104     86,343,029  

Diluted

    96,683,508     92,050,453     91,082,834  

Cash dividends paid per common share

 
$

0.56
 
$

0.40
 
$

0.38
 

   

See accompanying notes.

50


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Extra Space Storage Inc.

Consolidated Statements of Stockholders' Equity

(Dollars in thousands, except share data)

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

Balances at December 31, 2008

  $ 29,837   $ 36,628   $ 1,558     85,790,331   $ 858   $ 1,130,964   $   $ (253,052 ) $ 946,793  

Restricted stock grants issued

   
   
   
   
547,265
   
5
   
   
   
   
5
 

Restricted stock grants cancelled

                (21,256 )                    

Compensation expense related to stock-based awards

                        3,809             3,809  

Noncontrolling interests consolidated as business acquisitions

            726                         726  

Investments from other noncontrolling interests

            (615 )                       (615 )

Repurchase of equity portion of exchangeable senior notes

                        (2,234 )           (2,234 )

Redemption of Operating Partnership units for common stock

        (3,583 )       405,501     4     3,579              

Redemption of Operating Partnership units for cash

        (1,908 )                           (1,908 )

Comprehensive income:

                                                       

Net income (loss)

    6,186     1,826     (896 )                   31,977     39,093  

Change in fair value of interest rate swap, net of reclassification adjustment

    (11 )   (44 )                   (1,056 )       (1,111 )
                                                       

Total comprehensive income

                                                    37,982  

Tax effect from vesting of restricted stock grants

                        (414 )           (414 )

Tax effect from wind down of development program

                        2,539             2,539  

Distributions to Operating Partnership units held by noncontrolling interests

    (6,126 )   (1,538 )                           (7,664 )

Dividends paid on common stock at $0.38 per share

                                (32,800 )   (32,800 )
                                       

Balances at December 31, 2009

  $ 29,886   $ 31,381   $ 773     86,721,841   $ 867   $ 1,138,243   $ (1,056 ) $ (253,875 ) $ 946,219  

Issuance of common stock upon the exercise of options

   
   
   
   
484,261
   
5
   
5,656
   
   
   
5,661
 

Restricted stock grants issued

                445,230     4                 4  

Restricted stock grants cancelled

                (64,010 )                    

Compensation expense related to stock-based awards

                        4,580             4,580  

Deconsolidation of noncontrolling interests

            104                         104  

Redemption of Operating Partnership units for cash

        (4,116 )                           (4,116 )

Investments from other noncontrolling interests

            87                         87  

Purchase of noncontrolling interest

            223                         223  

Comprehensive income:

                                                       

Net income (loss)

    6,048     1,048     (53 )                   26,331     33,374  

Change in fair value of interest rate swap, net of reclassification adjustment

    (55 )   (177 )                   (4,731 )       (4,963 )
                                                       

Total comprehensive income

                                                    28,411  

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

                        836             836  

Tax effect from contribution of property to Taxable REIT Subsidiary

                        (495 )           (495 )

Distributions to Operating Partnership units held by noncontrolling interests

    (6,146 )   (1,333 )                           (7,479 )

Dividends paid on common stock at $0.40 per share

                                (34,964 )   (34,964 )
                                       

Balances at December 31, 2010

  $ 29,733   $ 26,803   $ 1,134     87,587,322   $ 876   $ 1,148,820   $ (5,787 ) $ (262,508 ) $ 939,071  

Issuance of common stock upon the exercise of options

   
   
   
   
1,388,269
   
14
   
18,608
   
   
   
18,622
 

Restricted stock grants issued

                226,630     2                 2  

Restricted stock grants cancelled

                (47,695 )                    

Issuance of common stock, net of offering costs

                5,335,423     53     112,296             112,349  

Compensation expense related to stock-based awards

                        5,757             5,757  

Redemption of Operating Partnership units for common stock

        (2,344 )       293,641     3     2,341              

Redemption of Operating Partnership units for cash

        (271 )                           (271 )

Comprehensive income:

                                                       

Net income (loss)

    6,289     1,689     (4 )                   50,449     58,423  

Change in fair value of interest rate swap, net of reclassification adjustment

    (22 )   (66 )                   (2,149 )       (2,237 )
                                                       

Total comprehensive income

                                                    56,186  

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

                        2,199             2,199  

Distributions to Operating Partnership units held by noncontrolling interests

    (6,305 )   (1,793 )                           (8,098 )

Distributions to other noncontrolling interests

            (29 )                       (29 )

Dividends paid on common stock at $0.56 per share

                                (52,027 )   (52,027 )
                                       

Balances at December 31, 2011

  $ 29,695   $ 24,018   $ 1,101     94,783,590   $ 948   $ 1,290,021   $ (7,936 ) $ (264,086 ) $ 1,073,761  
                                       

   

See accompanying notes.

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Extra Space Storage Inc.

Consolidated Statements of Cash Flows

(Dollars in thousands)

 
  For the Year Ended December 31,  
 
  2011   2010   2009  

Cash flows from operating activities:

                   

Net income

  $ 58,423   $ 33,374   $ 39,093  

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

                   

Depreciation and amortization

    58,014     50,349     52,403  

Amortization of deferred financing costs

    5,583     4,354     3,877  

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

    1,761     1,664     2,239  

Gain on repurchase of exchangeable senior notes

            (27,928 )

Compensation expense related to stock-based awards

    5,757     4,580     3,809  

Non-cash unrecovered development and acquisition costs

            19,011  

Loss on sublease

        2,000      

Distributions from real estate ventures in excess of earnings

    7,008     6,722     5,968  

Changes in operating assets and liabilities:

                   

Receivables from related parties and affiliated real estate joint ventures

    (8,634 )   3,011     (12,347 )

Other assets

    7,533     (1,676 )   (6,584 )

Accounts payable and accrued expenses

    9,837     1,856     (1,675 )

Other liabilities

    (1,118 )   (1,419 )   3,299  
               

Net cash provided by operating activities

    144,164     104,815     81,165  
               

Cash flows from investing activities:

                   

Acquisition of real estate assets

    (194,959 )   (69,588 )   (38,185 )

Development and construction of real estate assets

    (7,060 )   (36,062 )   (67,301 )

Proceeds from sale of real estate assets

            4,652  

Proceeds from sale of properties to joint venture

        15,750      

Investments in real estate ventures

    (4,088 )   (9,699 )   (3,246 )

Return of investment in real estate ventures

    4,614     8,802     1,315  

Change in restricted cash

    4,730     9,036     (497 )

Purchase of affiliated joint venture note receivable, net of principal payments received

    (50,140 )        

Purchase of equipment and fixtures

    (5,016 )   (1,945 )   (1,148 )
               

Net cash used in investing activities

    (251,919 )   (83,706 )   (104,410 )
               

Cash flows from financing activities:

                   

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

    112,349          

Repurchase of exchangeable senior notes

            (87,734 )

Proceeds from notes payable and lines of credit

    475,487     191,062     442,560  

Principal payments on notes payable and lines of credit

    (452,347 )   (252,400 )   (212,515 )

Deferred financing costs

    (6,197 )   (4,160 )   (8,716 )

Investments from other noncontrolling interests

        87      

Redemption of Operating Partnership units held by noncontrolling interest

    (271 )   (4,116 )   (1,908 )

Net proceeds from exercise of stock options

    18,622     5,661      

Dividends paid on common stock

    (52,027 )   (34,964 )   (32,800 )

Distributions to noncontrolling interests

    (8,127 )   (7,479 )   (7,664 )
               

Net cash provided by (used in) financing activities

    87,489     (106,309 )   91,223  
               

Net increase (decrease) in cash and cash equivalents

    (20,266 )   (85,200 )   67,978  

Cash and cash equivalents, beginning of the period

    46,750     131,950     63,972  
               

Cash and cash equivalents, end of the period

  $ 26,484   $ 46,750   $ 131,950  
               

Supplemental schedule of cash flow information

                   

Interest paid, net of amounts capitalized

  $ 61,726   $ 60,100   $ 64,175  

Income taxes paid

    665     6,539     4,292  

Supplemental schedule of noncash investing and financing activities:

                   

Deconsolidation of joint ventures due to application of Accounting Standards Codification 810:

                   

Real estate assets, net

  $   $ (42,739 ) $  

Investments in real estate ventures

        404      

Receivables from related parties and affiliated real estate joint ventures

        21,142      

Other assets and other liabilities

        (51 )    

Notes payable

        21,348      

Other noncontrolling interests

        (104 )    

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

                   

Noncontrolling interests in Operating Partnership

  $ 2,344   $   $ 3,583  

Common stock and paid-in capital

    (2,344 )       (3,583 )

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

                   

Other assets

  $ 2,199   $ 836   $ (414 )

Paid-in capital

    (2,199 )   (836 )   414  

Acquisitions of real estate assets

                   

Real estate assets, net

  $ 137,177   $ 25,963   $  

Notes payable assumed

    (132,327 )   (25,963 )    

Notes payable issued to seller

    (4,850 )        

Change in receivables from related parties and affiliated real estate joint ventures due to consolidation of joint venture properties

  $   $   $ 18,568  

   

See accompanying notes.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements

December 31, 2011

(Amounts in thousands, except property and share data)

1. DESCRIPTION OF BUSINESS

        Extra Space Storage Inc. (the "Company") is a 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 facilities 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 properties 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 self-storage facilities by acquiring or developing wholly-owned facilities or by acquiring an equity interest in real estate entities. At December 31, 2011, the Company had direct and indirect equity interests in 697 storage facilities. In addition, the Company managed 185 properties for franchisees or third parties bringing the total number of properties which it owns and/or manages to 882, located in 34 states and Washington, D.C.

        The Company operates in three distinct segments: (1) property management, acquisition and development; (2) rental operations; and (3) tenant reinsurance. The Company's property management, acquisition and development activities include managing, acquiring, developing, redeveloping and selling self-storage facilities. In June 2009, the Company announced the wind-down of its development activities. As of December 31, 2011, there was one remaining development project in process. The Company expects to complete this project by the end of the first quarter of 2012. The rental operations activities include rental operations of self-storage facilities. No single tenant accounts for more than 5% of rental income. Tenant reinsurance activities include the reinsurance of risks relating to the loss of goods stored by tenants in the Company's self storage facilities.

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

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

        The Company has concluded that under certain circumstances when the Company (1) enters into option agreements for the purchase of land or facilities from an entity and pays a non-refundable deposit, or (2) 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 U.S. generally accepted accounting principles 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.

Reclassifications

        Certain amounts in the 2010 and 2009 financial statements and supporting note disclosures have been reclassified to conform to the current year presentation. Such reclassifications did not impact previously reported net income or accumulated deficit.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Fair Value Disclosures

Assets and Liabilities Measured at Fair Value on a Recurring Basis

        The following table provides information for each major category of assets and liabilities that are measured at fair value on a recurring basis:

 
   
  Fair Value Measurements at Reporting Date Using  
Description
  December 31, 2011   Quoted Prices in Active
Markets for Identical
Assets (Level 1)
  Significant Other
Observable Inputs
(Level 2)
  Significant
Unobservable Inputs
(Level 3)
 

Other liabilities—Cash Flow Hedge Swap Agreements

  $ (8,311 ) $   $ (8,311 ) $  
                   

        There were no transfers of assets and liabilities between Level 1 and Level 2 during the year ended December 31, 2011. 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, 2011 or 2010.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

        Long-lived assets held for use are evaluated by the Company for impairment when events or circumstances indicate that there may be impairment. The Company reviews each self-storage facility at least annually to determine if any such events or circumstances have occurred or exist. The Company focuses on facilities where occupancy and/or rental income have decreased by a significant amount. For these facilities, the Company determines whether the decrease is temporary or permanent and whether the facility will likely recover the lost occupancy and/or revenue in the short term. In addition, the Company carefully reviews facilities 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 for sale is less than the net carrying value of the assets, then a valuation allowance is established. The operations of assets held for sale or sold during the period are generally presented as discontinued operations for all periods presented.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        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, 2011 and 2010, the Company did not have any assets or liabilities measured at fair value on a nonrecurring basis.

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, 2011 and 2010, approximate fair value. The fair values of the Company's notes receivable, fixed rate notes payable and notes payable to trusts and exchangeable senior notes are as follows:

 
  December 31, 2011   December 31, 2010  
 
  Fair
Value
  Carrying
Value
  Fair
Value
  Carrying
Value
 

Note receivable from Preferred Operating Partnership unit holder

  $ 104,049   $ 100,000   $ 115,696   $ 100,000  

Fixed rate notes payable and notes payable to trusts

  $ 1,008,039   $ 938,681   $ 777,575   $ 731,588  

Exchangeable senior notes

  $ 92,265   $ 87,663   $ 118,975   $ 87,663  

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. Capitalized interest during the years ended December 31, 2011, 2010 and 2009, was $752, $2,013, and $4,148, respectively.

        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 self-storage facilities, 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, are 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

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 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 represent: (1) purchase price amounts allocated to leases on two properties 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 four properties where the leases were assumed by the Company at rates that were lower 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.

Investments in 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 of America 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.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Other Assets

        Other assets consist primarily of equipment and fixtures, deferred financing costs, customer accounts receivable, investments in trusts, other intangible assets, income taxes receivable, deferred tax assets and prepaid expenses. Depreciation of equipment and fixtures is computed on a straight-line basis over three to five years. Deferred financing costs are amortized to interest expense using the effective interest method over the terms of the respective debt agreements.

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 the statements of operations. 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.

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 properties due to changes in rental rates, interest rates or other market factors affecting the value of properties held by the Company. The Company has entered into interest rate swap agreements to manage a portion of its interest rate risk.

Conversion of Operating Partnership Units

        Conversions of Operating Partnership units to common stock, when converted 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. The difference between the fair value of the consideration paid and the adjustment to the carrying amount of the noncontrolling interest is recognized as additional paid in capital for the Company.

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

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

over the promotional period. Late charges, administrative fees, merchandise sales and truck rentals are recognized as income when earned. Management and franchise fee revenues are recognized monthly as services are performed and in accordance with the terms of the related management agreements. Tenant reinsurance premiums are recognized as revenue over the period of insurance coverage. 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. 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.

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 directory, direct mail, internet and other advertising. Direct response advertising costs are deferred and amortized over the expected benefit period determined to be 12 months. As of December 31, 2011 and 2010, the Company had $860 and $1,073, respectively, of prepaid advertising included in other assets on the consolidated balance sheets. All other advertising costs are expensed as incurred. The Company recognized $5,958, $6,430 and $5,892 in advertising expense for the years ended December 31, 2011, 2010 and 2009, 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, 2011, 0.0% (unaudited) of all distributions to stockholders qualifies as a return of capital.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        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 generally may engage in any real estate or non-real estate related business (except for the operation or management of health care facilities or any lodging facilities or the provision to any person, under a franchise, license or otherwise, of rights to any brand name under which lodging facility or health care facility is operated). 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, 2011 and 2010, 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, 2011 and 2010, 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.

Net Income Per Share

        Basic net income per common share is computed by dividing net income by the weighted average common shares outstanding including unvested share based payment awards that contain a non-forfeitable right to dividends or dividend equivalents. 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 treasury stock or if-converted method. Potential common shares are securities (such as options, convertible debt, exchangeable Series A Participating Redeemable Preferred Operating Partnership units ("Preferred OP units") and exchangeable Operating Partnership units ("OP units")) that do not have a current right to participate in earnings but could do so in the future by virtue of their option 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 share, only potential common shares that are dilutive, those that reduce earnings per share, are included.

        The Company's Operating Partnership has $87,663 of exchangeable senior notes issued and outstanding as of December 31, 2011, that also can potentially have a dilutive effect on its earnings per

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

share calculations. The exchangeable senior notes are exchangeable by holders into shares of the Company's common stock under certain circumstances per the terms of the indenture governing the exchangeable senior notes. The exchangeable senior notes are exchangeable if the price of the Company's common stock is greater than or equal to 130% of the applicable exchange price for a specified period during a quarter, and under certain other circumstances. The exchange price was $23.20 per share at December 31, 2011, and could change over time as described in the indenture. The price of the Company's common stock did not exceed 130% of the exchange price for the specified period of time during the fourth quarter of 2011. The exchangeable senior notes are also exchangeable at any time from March 1, 2012 through April 1, 2012.

        The Company has irrevocably agreed to pay only cash for the accreted principal amount of the exchangeable senior notes relative to its exchange obligations, but has retained the right to satisfy the exchange obligations in excess of the accreted principal amount in cash and/or common stock. Though the Company has retained that right, Accounting Standards Codification ("ASC") 260, "Earnings Per Share," requires an assumption that shares will be used to pay the exchange obligations 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 using the treasury stock method. No shares were included in the computation at December 31, 2011, as the shares in excess over the accreted principal would have been anti-dilutive. For the years ending December 31, 2010 and 2009, no shares were included in the computation because there was no excess over the accreted principal for these periods.

        For the purposes of computing the diluted impact on earnings per share of the potential conversion of Preferred OP units into common shares, 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 Preferred OP 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 years ended December 31, 2011, 2010 and 2009, options to purchase approximately 107,523 shares, 1,788,142 shares, and 4,925,153 shares of common stock, respectively, were excluded from the computation of earnings per share as their effect would have been anti-dilutive. All restricted stock grants have been included in basic and diluted shares outstanding because such shares earn a non-forfeitable dividend and carry voting rights.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The computation of net income per share is as follows:

 
  For the Year Ended December 31,  
 
  2011   2010   2009  

Net income attributable to common stockholders

  $ 50,449   $ 26,331   $ 31,977  

Add: Income allocated to noncontrolling interest—Preferred Operating Partnership and Operating Partnership

   
7,978
   
7,096
   
8,012
 

Subtract: Fixed component of income allocated to noncontrolling interest—Preferred Operating Partnership

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

Net income for diluted computations

  $ 52,677   $ 27,677   $ 34,239  
               

Weighted average common shares outstanding:

                   

Average number of common shares outstanding—basic

    92,097,008     87,324,104     86,343,029  

Operating Partnership units

    3,049,935     3,356,963     3,627,368  

Preferred Operating Partnership units

    989,980     989,980     989,980  

Dilutive and cancelled stock options

    546,585     379,406     122,457  
               

Average number of common shares outstanding—diluted

    96,683,508     92,050,453     91,082,834  

Net income per common share

                   

Basic

  $ 0.55   $ 0.30   $ 0.37  

Diluted

  $ 0.54   $ 0.30   $ 0.37  

Recently Issued Accounting Standards

        In June 2011, the FASB issued Accounting Standards Update ("ASU") 2011-05, "Comprehensive Income (Topic 220): Presentation of Comprehensive Income," which is effective for annual reporting periods beginning after December 15, 2011. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of stockholders' equity. In addition, items of other comprehensive income that are reclassified to profit or loss are required to be presented separately on the face of the financial statements. This guidance is intended to increase the prominence of other comprehensive income in financial statements by requiring that such amounts be presented either in a single continuous statement of income and comprehensive income or separately in consecutive statements of income and comprehensive income. The Company's adoption of ASU 2011-05 is not expected to have a material impact on its financial condition or results of operations.

        In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs ("ASU No. 2011-04"). ASU No. 2011-04 updates and further clarifies requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. Additionally, ASU No. 2011-04 clarifies the FASB's intent about the application of existing fair value measurements. ASU No. 2011-04 is effective for interim and annual periods

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

beginning after December 15, 2011 and is applied prospectively. The Company does not expect that the adoption of ASU No. 2011-04 will have a material impact to its consolidated financial statements.

3. REAL ESTATE ASSETS

        The components of real estate assets are summarized as follows:

 
  December 31, 2011   December 31, 2010  

Land—operating

  $ 580,995   $ 494,005  

Land—development

    14,600     24,284  

Buildings and improvements

    1,934,693     1,641,665  

Intangible assets—tenant relationships

    37,293     32,257  

Intangible lease rights

    6,150     6,150  
           

    2,573,731     2,198,361  

Less: accumulated depreciation and amortization

    (319,302 )   (263,042 )
           

Net operating real estate assets

    2,254,429     1,935,319  

Real estate under development

    9,366     37,083  
           

Net real estate assets

  $ 2,263,795   $ 1,972,402  
           

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

  $ 7,875   $ 11,275  
           

        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 $2,633, $907, and $1,905, for the years ended December 31, 2011, 2010 and 2009, respectively. The remaining balance of the unamortized lease rights will be amortized over the next 6 to 50 years.

        In June 2009, the Company announced the wind-down of its development activities. As a result of this change, the Company reviewed its properties under construction, unimproved land and its investment in development joint ventures for potential impairments. This review included the preparation of updated models based on current market conditions, obtaining appraisals and reviewing recent sales and list prices of undeveloped land and mature self storage facilities. Based on this review, the Company identified certain assets as being impaired. The impairments relating to long-lived assets where the Company intends to complete the development and hold the asset are the result of the estimated undiscounted future cash flows being less than the current carrying value of the assets. The Company compared the carrying value of certain undeveloped land and seven vacant condominiums that the Company intended to sell to the fair market value of similar undeveloped land and condominiums. For the assets that the Company intended to sell, where the current estimated fair market value less costs to sell was below the carrying value, the Company reduced the carrying value of the asset to the current fair market value less selling costs and recorded an impairment charge. These assets were classified as held for sale. The impairments relating to investments in development joint

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

3. REAL ESTATE ASSETS (Continued)

ventures were the result of the Company comparing the estimated current fair market value to the carrying value of the investment. For those investments in development joint ventures where the current estimated fair market value was below the carrying value, the Company reduced the investment to the current fair market value through an impairment charge. Losses relating to changes in fair value were included in unrecovered development and acquisition costs on the Company's statements of operations for the year ended December 31, 2009. No impairment losses were recorded during the years ended December 31, 2011 or 2010. During 2011, the Company decided to lease the seven condominiums and as such they are no longer included in real estate assets held for sale. The rental income related to the condominiums is included in property operations and was immaterial for the year ending December 31, 2011. Real estate assets held for sale included in net real estate assets as of December 31, 2011 are recorded at fair value and consisted of undeveloped land.

        On April 10, 2009, the Company sold vacant land in Los Angeles, California for cash of $4,652. A loss of $343 was recorded as a result of this sale, and is included in unrecovered development and acquisition costs in the consolidated statement of operations.

4. PROPERTY ACQUISITIONS

        The following table shows the Company's acquisition of operating properties for the years ended December 31, 2011 and 2010, and does not include purchases of raw land or improvements made to existing assets:

 
   
   
  Consideration Paid   Acquisition Date Fair Value  
Property Location
  Number of
Properties
  Date of
Acquisition
  Total Paid   Cash Paid   Loan
Assumed
  Notes
Payable
Issued to
Seller
  Previous
equity
interest
  Net
Liabilities/
(Assets)
Assumed
  Land   Building   Intangible   Closing
costs—
expensed
 

New Jersey

    1     12/16/2011   $ 6,832   $ 6,806   $   $   $   $ 26   $ 1,093   $ 5,492   $ 157   $ 90  

Florida, Illinois, Massachusetts, New York, Rhode Island

   
6
   
12/1/2011
   
61,797
   
4,941
   
50,140
   
4,850
   
1,817
   
49
   
15,645
   
46,139
   
   
13
 

Florida

    1     10/25/2011     5,853     5,615                 238     521     5,198     113     21  

California

    19     10/19/2011     104,029     31,464     73,527             (962 )   32,270     69,496     2,164     99  

New Jersey

    1     10/6/2011     18,372     18,334                 38     861     17,127     333     51  

Texas

    1     8/2/2011     2,402     2,353                 49     978     1,347     73     4  

Maryland

    1     8/1/2011     7,343     7,342                 1     764     6,331     143     105  

Maryland

    1     7/8/2011     5,785     5,795                 (10 )   1,303     4,218     125     139  

Ohio, Indiana, Kentucky

    15     6/27/2011     39,773     39,387                 386     13,478     25,098     903     294  

Nevada

    1     6/22/2011     3,355     3,339                 16     1,441     1,810     98     6  

Colorado

    1     6/10/2011     4,600     2,664     1,907             29     296     4,199     98     7  

New Jersey

    1     6/2/2011     4,963     4,959                 4     1,644     3,115     135     69  

Virginia

    1     5/26/2011     10,514     5,205     5,463             (154 )   932     9,349     202     31  

Colorado

    1     5/25/2011     3,540     2,262     1,290             (12 )   407     3,077     61     (5 )

Tennessee

    1     4/15/2011     2,539     2,514                 25     652     1,791     79     17  

California

   
1
   
4/7/2011
   
8,207
   
8,150
   
   
   
   
57
   
2,211
   
5,829
   
163
   
4
 

Utah, Texas

   
2
   
4/1/2011
   
7,262
   
7,205
   
   
   
   
57
   
1,512
   
5,548
   
188
   
14
 

Texas

    2     12/14/2010     6,414     6,359                 55     2,010     4,221     146     37  

New York

    1     11/23/2010     9,727     4,547     5,601             (421 )   5,676     3,784     209     58  

Utah

    2     11/23/2010     4,559     4,570                 (11 )   1,306     3,132     106     15  

Maryland, Virginia

    2     10/20/2010     16,784     16,828                 (44 )   1,461     14,668     490     165  

Utah

    1     10/20/2010     4,531     4,514                 17     986     3,455     80     10  

Alabama

    2     8/23/2010     2,593     2,534                 59     416     2,033     140     4  

Florida

    1     7/15/2010     2,787     2,759                 28     625     2,133     19     10  

Georgia

    3     6/17/2010     7,661     7,551                 110     2,769     4,487     318     87  

New York

    1     5/21/2010     9,629     3,231     6,475             (77 )   2,802     6,536     220     71  

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

4. PROPERTY ACQUISITIONS (Continued)

        As part of the acquisition of the 19-property portfolio purchased on October 19, 2011, the Company assumed three different mortgage loans with a total amount due of $68,681 at the closing date. At the time of purchase, the Company recorded a $4,846 premium on the debt assumed in order to record the loans at their fair values at the purchase date. This premium is included in premium (discount) on notes payable in the consolidated balance sheets and will be amortized to interest expense over the remaining term of the loans.

5. INVESTMENTS IN REAL ESTATE VENTURES

        Investments in real estate ventures consist of the following:

 
   
   
  Investment balance at  
 
  Equity
Ownership %
  Excess Profit
Participation %
  December 31, 2011   December 31, 2010  

Extra Space West One LLC ("ESW")

    5 %   40 % $ 689   $ 1,077  

Extra Space West Two LLC ("ESW II")

    5 %   40 %   4,501     4,606  

Extra Space Northern Properties Six LLC ("ESNPS")

    10 %   35 %   953     1,142  

Extra Space of Santa Monica LLC ("ESSM")

    48 %   48 %   3,015     2,901  

Clarendon Storage Associates Limited Partnership ("Clarendon")

    50 %   50 %   3,171     3,204  

HSRE-ESP IA, LLC ("HSRE")

    50 %   50 %   11,528     11,984  

PRISA Self Storage LLC ("PRISA")

    2 %   17 %   11,141     11,445  

PRISA II Self Storage LLC ("PRISA II")

    2 %   17 %   9,502     9,855  

PRISA III Self Storage LLC ("PRISA III")

    5 %   20 %   3,410     3,568  

VRS Self Storage LLC ("VRS")

    45 %   54 %   43,974     44,641  

WCOT Self Storage LLC ("WCOT")

    5 %   20 %   4,495     4,799  

Storage Portfolio I LLC ("SP I")

    25 %   25 - 40 %   11,853     14,873  

Storage Portfolio Bravo II ("SPB II")

    20 %   20 - 45 %   14,435     14,759  

Extra Space Joint Ventures with Everest Real Estate Fund ("Everest")

    39 - 58 %   40 - 50 %   3,609     5,514  

U-Storage de Mexico S.A. and related entities ("U-Storage")

    40 %   40 %   4,841     4,852  

Other minority owned properties

    18 - 50 %   19 - 50 %   (707 )   1,340  
                       

              $ 130,410   $ 140,560  
                       

        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

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

5. INVESTMENTS IN REAL ESTATE VENTURES (Continued)

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, 2011, there were no previously unconsolidated entities that were required to be consolidated as a result of this review.

        On December 1, 2011, the Company purchased Everest Real Estate Fund LLC's interest in Storage Associates Holdco, LLC, a joint venture in which the Company previously held a 10% equity interest, for $4,941 in cash and a $4,850 promissory note. This joint venture owned six properties located in Florida, Illinois, Massachusetts, New York and Rhode Island. These properties became wholly-owned and consolidated as of the date of the purchase. During September 2011, the Company purchased a note payable due from Holdco to the Bank of America for $51,000. The note payable had a monthly interest rate of LIBOR plus 185 basis points and was due in March 2012. Upon the purchase of the remaining equity interest in Holdco on December 1, 2011, the balance of the note of $50,140 was assumed by the Company and is subsequently eliminated in consolidation.

        On January 1, 2011, the Company paid $320 in cash to obtain its joint venture partners' equity interests in a joint venture. No gain or loss was recognized on this transaction. The joint venture owned a single stabilized self-storage property located in Pennsylvania and was previously accounted for under the equity method. The property is now wholly-owned and consolidated by the Company.

        On June 28, 2010, the Company contributed $6,660 to ESW as a result of a capital call related to the joint venture's repayment of its $16,650 loan. On August 25, 2010, ESW closed on a new loan and on August 30, 2010, ESW returned $6,660 of investment capital to the Company.

        On June 15, 2010, the Company paid $193 to obtain an additional 7.2% percentage interest in ESSM, increasing the Company's interest in the venture from 41.0% to 48.2%.

        On January 21, 2010, the Company closed a joint venture transaction with an affiliate of Harrison Street Real Estate Capital LLC ("Harrison Street"). Harrison Street contributed approximately $15,800 in cash to the joint venture in return for a 50.0% ownership interest. The Company contributed 19 wholly-owned properties and received approximately $15,800 in cash and a 50.0% ownership interest in the joint venture. The joint venture assumed approximately $101,000 of existing debt which is secured by the properties. The properties are located in California, Florida, Nevada, Ohio, Pennsylvania, Tennessee, Texas and Virginia. The Company continues to operate the properties and receives a 6.0% management fee. The Company's 50% joint venture interest is accounted for using the equity method of accounting.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

5. INVESTMENTS IN REAL ESTATE VENTURES (Continued)

        Equity in earnings (losses) of real estate ventures consists of the following:

 
  For the Year Ended
December 31,
 
 
  2011   2010   2009  

Equity in earnings of ESW

  $ 1,156   $ 1,213   $ 1,164  

Equity in losses of ESW II

    (8 )   (31 )   (24 )

Equity in earnings of ESNPS

    338     239     277  

Equity in earnings (losses) of ESSM

    114     (142 )   (113 )

Equity in earnings of Clarendon

    465     417     375  

Equity in earnings (losses) of HSRE

    388     (161 )    

Equity in earnings of PRISA

    674     641     483  

Equity in earnings of PRISA II

    530     481     550  

Equity in earnings of PRISA III

    330     262     235  

Equity in earnings of VRS

    2,279     2,221     2,116  

Equity in earnings of WCOT

    92     251     242  

Equity in earnings (losses) of SP I

    (116 )   934     793  

Equity in earnings of SPB II

    301     184     283  

Equity in earnings (losses) of Everest

    179     195     (6 )

Equity in earnings (losses) of U-Storage

    (11 )   55     70  

Equity in earnings (losses) of other minority owned properties

    576     (6 )   519  
               

  $ 7,287   $ 6,753   $ 6,964  
               

        Equity in earnings (losses) of ESW II, SP I and SPB II includes the amortization of the Company's excess purchase price of $25,713 of these equity investments over its original basis. The excess basis is amortized over 40 years.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

5. INVESTMENTS IN REAL ESTATE VENTURES (Continued)

        Information (unaudited) related to the real estate ventures' debt at December 31, 2011, is set forth below:

 
  Loan Amount   Current
Interest Rate
  Debt
Maturity

ESW—Fixed

  $ 16,700     5.00 % September 2015

ESW II—Fixed

    20,000     5.48 % March 2012

ESNPS—Fixed

    34,500     5.27 % June 2015

ESSM—Variable

    11,125     3.01 % November 2014

Clarendon—Swapped to fixed

    8,266     5.93 % September 2018

HSRE—Fixed

    99,203     5.29 % August 2015

PRISA

          Unleveraged

PRISA II

          Unleveraged

PRISA III—Fixed

    145,000     4.97 % August 2012

VRS—Fixed

    52,100     4.76 % August 2012

WCOT—Fixed

    92,140     4.76 % August 2012

SP I—Fixed

    98,568     4.66 % April 2018

SPB II—Fixed

    57,350     8.00 % August 2014

U-Storage

          Unleveraged

Other minority owned properties

    74,402     Various   Various

        Combined, condensed unaudited financial information of ESW, ESW II, ESNPS, PRISA, PRISA II, PRISA III, VRS, WCOT, SP I and SPB II and HSRE as of December 31, 2011 and 2010, and for the years ended December 31, 2011, 2010, and 2009, follows:

 
  December 31,  
Balance Sheets:
  2011   2010  

Assets:

             

Net real estate assets

  $ 1,971,431   $ 2,056,032  

Other

    48,728     28,866  
           

  $ 2,020,159   $ 2,084,898  
           

Liabilities and members' equity:

             

Notes payable

  $ 615,561   $ 634,778  

Other liabilities

    37,558     27,700  

Members' equity

    1,367,040     1,422,420  
           

  $ 2,020,159   $ 2,084,898  
           

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

5. INVESTMENTS IN REAL ESTATE VENTURES (Continued)


 
  For the Year Ended December 31,  
Statements of Income:
  2011   2010   2009  

Rents and other income

  $ 304,499   $ 297,658   $ 282,181  

Expenses

    217,114     211,283     195,330  
               

Net income

  $ 87,385   $ 86,375   $ 86,851  
               

Variable Interests in Unconsolidated Real Estate Joint Ventures:

        The Company has interests in two unconsolidated joint ventures with unrelated third parties which are variable interest entities ("VIEs" or the "VIE JVs"). The Company holds 18% and 39% of the equity interests in the two VIE JVs, and has 50% of the voting rights in each of the VIE JVs. Qualification as a VIE was based on the determination that the equity investments at risk for each of these joint ventures were not sufficient based on a qualitative and quantitative analysis performed by the Company. The Company performed a qualitative analysis for these joint ventures to determine which party was the primary beneficiary of each VIE. The Company determined that since the powers to direct the activities most significant to the economic performance of these entities are shared equally by the Company and its joint venture partners, there is no primary beneficiary. Accordingly, these interests are recorded using the equity method.

        The VIE JVs each own a single self-storage property. These joint ventures are financed through a combination of (1) equity contributions from the Company and its joint venture partners, (2) mortgage notes payable and (3) payables to the Company. The payables to the Company consist of amounts owed for expenses paid on behalf of the joint ventures by the Company as manager and mortgage notes payable to the Company. The Company performs management services for the VIE JVs in exchange for a management fee of approximately 6% of cash collected by the properties. Except as disclosed, the Company has not provided financial or other support during the periods presented to the VIE JVs that it was not previously contractually obligated to provide.

        The Company guarantees the mortgage notes payable of the VIE JVs. The Company's maximum exposure to loss for these joint ventures as of December 31, 2011, is the total of the guaranteed loan balances, the payables due to the Company and the Company's investment balances in the joint ventures. The Company believes that the risk of incurring a material loss as a result of having to perform on the loan guarantees is unlikely and, therefore, no liability has been recorded related to these guarantees. Also, repossessing and/or selling the self-storage facility and land that collateralize the loans could provide funds sufficient to reimburse the Company. Additionally, the Company believes the payables to the Company are collectible.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

5. INVESTMENTS IN REAL ESTATE VENTURES (Continued)

        The following table compares the liability balance and the maximum exposure to loss related to the VIE JVs as of December 31, 2011:

 
  Liability
Balance
  Investment
Balance
  Balance of
Guaranteed
Loan
  Payables to
Company
  Maximum
Exposure
to Loss
  Difference  

Extra Space of Montrose Avenue LLC

  $   $ 1,194   $ 5,120   $ 2,195   $ 8,509   $ (8,509 )

Extra Space of Sacramento One LLC

        (914 )   4,307     6,111     9,504     (9,504 )
                           

  $   $ 280   $ 9,427   $ 8,306   $ 18,013   $ (18,013 )
                           

        The Company had no consolidated VIEs for the year ended December 31, 2011.

6. OTHER ASSETS

        The components of other assets are summarized as follows:

 
  December 31, 2011   December 31, 2010  

Equipment and fixtures

  $ 12,146   $ 13,552  

Less: accumulated depreciation

    (8,847 )   (10,490 )

Other intangible assets

    3,424     3,343  

Deferred financing costs, net

    15,386     14,519  

Prepaid expenses and deposits

    5,265     6,869  

Accounts receivable, net

    14,262     12,519  

Investments in Trusts

    3,590     3,590  

Income taxes receivable

    2,447     1,353  

Deferred tax assets

    3,603     4,294  
           

  $ 51,276   $ 49,549  
           

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

7. NOTES PAYABLE

        The components of notes payable are summarized as follows:

 
  December 31, 2011   December 31, 2010  

Fixed Rate

             

Mortgage and construction loans with banks (including loans subject to interest rate swaps) bearing interest at fixed rates between 3.7% and 7.0%. 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 January 2012 and February 2021. 

  $ 819,091   $ 695,505  

Variable Rate

             

Mortgage and construction loans with banks bearing floating interest rates based on LIBOR and Prime. Interest rates based on LIBOR are between LIBOR plus 2.0% (2.3% at December 31, 2011 and December 31, 2010) and LIBOR plus 4.0% (4.3% at December 31, 2011 and December 31, 2010). Interest rates based on Prime are between Prime plus 0.5% (3.8% at December 31, 2011 and December 31, 2010), and Prime plus 1.5% (4.8% at December 31, 2011 and December 31, 2010). 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 May 2012 and May 2015. 

    117,910     175,898  
           

  $ 937,001   $ 871,403  
           

        The following table summarizes the scheduled maturities of notes payable at December 31, 2011:

2012

  $ 38,314  

2013

    120,680  

2014

    166,291  

2015

    200,040  

2016

    182,624  

Thereafter

    229,052  
       

  $ 937,001  
       

        Certain mortgage and construction loans with variable interest rates are subject to interest rate floors starting at 3.0%. Real estate assets are pledged as collateral for the notes payable. Also, certain of these notes payable are cross-collateralized with other properties. Of the Company's $937,001 in notes payable outstanding at December 31, 2011, $418,348 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, 2011.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

8. DERIVATIVES

        GAAP requires the recognition of all derivative instruments as either assets or liabilities on the balance sheet at fair value. The accounting for changes in fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. A company must designate each qualifying hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge, or a hedge of a net investment in foreign operation.

        The Company is exposed to certain risks relating to its ongoing business operations. The primary risk managed by using derivative instruments is interest rate risk. Interest rate swaps are entered into to manage interest rate risk associated with the Company's fixed and variable-rate borrowings.

        The following table summarizes the terms of the Company's seven derivative financial instruments:

Hedge Product
  Hedge Type   Notional Amounts   Strike   Effective Dates   Maturity Dates

Swap Agreements

  Cash Flow   $8,462 - $63,000   2.24% - 6.98%   2/1/2009 - 10/1/2011   6/30/2013 - 9/20/2018

        Monthly interest payments were recognized as an increase or decrease in interest expense as follows:

 
   
  For the Year Ended
December 31,
 
 
  Classification of
Income (Expense)
 
Type
  2011   2010   2009  

Swap Agreements

  Interest expense   $ (3,771 ) $ (3,078 ) $ (463 )
                   

        Information relating to the losses recognized on the swap agreements is as follows:

 
   
   
  Gain (loss)
reclassified from OCI
 
 
  Gain (loss)
recognized in OCI
   
 
 
  Location of amounts
reclassified from OCI
into income
  For the Year Ended
December 31, 2011
 
Type
  December 31, 2011  

Swap Agreements

  $ (2,237 ) Interest expense   $ (3,771 )
               

 
   
   
  Gain (loss)
reclassified from OCI
 
 
  Gain (loss)
recognized in OCI
   
 
 
  Location of amounts
reclassified from OCI
into income
  For the Year Ended
December 31, 2010
 
Type
  December 31, 2010  

Swap Agreements

  $ (4,963 ) Interest expense   $ (3,078 )
               

        The Swap Agreements were highly effective for the year ended December 31, 2011. The gain (loss) reclassified from OCI in the preceding table represents the effective portion of our cash flow hedges reclassified from OCI to interest expense during the year ended December 31, 2011.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

8. DERIVATIVES (Continued)

        The balance sheet classification and carrying amounts of the interest rate swaps are as follows:

 
  Asset (Liability) Derivatives  
 
  December 31, 2011   December 31, 2010  
Derivatives designated as hedging instruments:
  Balance Sheet
Location
  Fair
Value
  Balance Sheet
Location
  Fair
Value
 

Swap Agreements

  Other liabilities   $ (8,311 ) Other liabilities   $ (6,074 )
                   

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 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 5.62% per annum and matures on June 30, 2015. The interest on the Note, payable quarterly, will be used by the Trust to pay

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

9. NOTES PAYABLE TO TRUSTS (Continued)

dividends on the trust preferred securities. The trust preferred securities became redeemable by the Trust with no prepayment premium on June 30, 2010.

        Trust, Trust II and Trust III 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 Trust, Trust II, and Trust III 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.

        Following is a tabular comparison of the carrying amounts 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, 2011:

 
  Notes payable
to Trusts as of
December 31, 2011
  Investment
Balance
  Maximum
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   $  
                   

10. EXCHANGEABLE SENIOR NOTES

        On March 27, 2007, the Company's Operating Partnership issued $250,000 of its 3.625% Exchangeable Senior Notes due April 1, 2027 (the "Notes"). Costs incurred to issue the Notes were approximately $5,700. The remaining portion of these costs are being amortized as an adjustment to interest expense over five years, which represents the estimated term of the Notes, and are included in other assets, net in the consolidated balance sheet as of December 31, 2011 and 2010. The 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 until the maturity date of April 1,

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

10. EXCHANGEABLE SENIOR NOTES (Continued)

2027. The Notes bear interest at 3.625% per annum and contain an exchange settlement feature, which provides that the Notes may, under certain circumstances, be exchangeable for cash (up to the principal amount of the 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 an exchange rate as of December 31, 2011, of approximately 43.1091 shares per $1,000 principal amount of Notes at the option of the Operating Partnership.

        The Operating Partnership may redeem the Notes at any time to preserve the Company's status as a REIT. In addition, on or after April 5, 2012, the Operating Partnership may redeem the 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 holders of the Notes.

        The holders of the Notes have the right to require the Operating Partnership to repurchase the Notes for cash, in whole or in part, on each of April 1, 2012, April 1, 2017 and April 1, 2022, and upon the occurrence of a designated event, in each case for a repurchase price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest. Certain events are considered "Events of Default," as defined in the indenture governing the Notes, which may result in the accelerated maturity of the 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 Notes separately. The equity component is included in paid-in-capital in stockholders' equity in the consolidated balance sheet, and the value of the equity component is treated as original issue discount for purposes of accounting for the debt component. The discount is being amortized over the period of the debt as additional interest expense.

        Information about the carrying amounts of the equity component, the principal amount of the liability component, its unamortized discount, and its net carrying amount are as follows:

 
  December 31, 2011   December 31, 2010  

Carrying amount of equity component

  $ 19,545   $ 19,545  
           

Principal amount of liability component

  $ 87,663   $ 87,663  

Unamortized discount

    (444 )   (2,205 )
           

Net carrying amount of liability component

  $ 87,219   $ 85,458  
           

        The remaining discount will be amortized over the remaining period of the debt through its first repurchase date, April 1, 2012. The effective interest rate on the liability component is 5.75%.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

10. EXCHANGEABLE SENIOR NOTES (Continued)

        The amount of interest cost recognized relating to the contractual interest rate and the amortization of the discount on the liability component is as follows:

 
  For the Year Ended
December 31,
 
 
  2011   2010   2009  

Contractual interest

  $ 3,178   $ 3,178   $ 4,524  

Amortization of discount

    1,761     1,664     2,239  
               

Total interest expense recognized

  $ 4,939   $ 4,842   $ 6,763  
               

Repurchases of Notes

        The Company has repurchased a portion of its Notes. The Company allocated the value of the consideration paid to repurchase the 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 Notes and recognized as a reduction of stockholders' equity.

        Information about the repurchases and the related gains are as follows:

 
  October 2009   May 2009   March 2009   October 2008  

Principal amount repurchased

  $ 7,500   $ 43,000   $ 71,500   $ 40,337  
                   

Amount allocated to:

                         

Extinguishment of liability component

  $ 6,700   $ 35,000   $ 43,800   $ 30,696  

Reacquisition of equity component

    181     1,340     713     1,025  
                   

Total cash paid for repurchase

  $ 6,881   $ 36,340   $ 44,513   $ 31,721  
                   

Exchangeable senior notes repurchased

  $ 7,500   $ 43,000   $ 71,500   $ 40,337  

Extinguishment of liability component

    (6,700 )   (35,000 )   (43,800 )   (30,696 )

Discount on exchangeable senior notes

    (366 )   (2,349 )   (4,208 )   (2,683 )

Related debt issuance costs

    (82 )   (558 )   (1,009 )   (647 )
                   

Gain on repurchase

  $ 352   $ 5,093   $ 22,483   $ 6,311  
                   

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

11. LINES OF CREDIT

        Information about the Company's lines of credit, the proceeds of which are used to repay debt and for general corporate purposes, is summarized as follows:

 
  As of December 31, 2011    
   
   
   
Line of Credit
  Amount
Drawn
  Capacity   Interest
Rate
  Origination
Date
  Maturity   Basis Rate   Notes

Credit Line 1

  $ 100,000   $ 100,000     1.3 % 10/19/2007   10/31/2012   LIBOR plus 1.00% - 2.10%   (5)

Credit Line 2

    40,000     74,000     2.4 % 2/13/2009   2/13/2014   LIBOR plus 2.15%   (1)(4)(5)

Credit Line 3

    40,000     72,000     2.5 % 6/4/2010   5/31/2013   LIBOR plus 2.20%   (2)(4)(5)

Credit Line 4

    25,000     40,000     2.5 % 11/16/2010   11/16/2013   LIBOR plus 2.20%   (3)(4)(5)

Credit Line 5

    10,000     50,000     2.4 % 4/29/2011   5/1/2014   LIBOR plus 2.15%   (3)(4)(5)
                               

  $ 215,000   $ 336,000                      
                               

(1)
One year extension available

(2)
One two-year extension available

(3)
Two one-year extensions available

(4)
Guaranteed by the Company

(5)
Secured by mortgages on certain real estate assets

12. OTHER LIABILITIES

        The components of other liabilities are summarized as follows:

 
  December 31, 2011   December 31, 2010  

Deferred rental income

  $ 14,907   $ 12,194  

Lease obligation liability

    5,828     7,016  

Fair value of interest rate swaps

    8,311     6,074  

Other miscellaneous liabilities

    4,708     3,305  
           

  $ 33,754   $ 28,589  
           

        Included in the lease obligation liability is approximately $1,747 and $1,865 for the years ended December 31, 2011 and 2010, respectively, related to minimum rentals to be received in the future under non cancelable subleases. The lease obligation liability increased by $2,000 during the year ended December 31, 2010, as a result of the bankruptcy of a tenant subleasing office space from the Company in Memphis, TN. The Memphis, TN office lease is a liability assumed in the Storage USA acquisition in July 2005. The increase in this liability was recognized through a $2,000 charge which is included as loss on sublease in the consolidated statement of operations for the year ended December 31, 2010.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

13. RELATED PARTY AND AFFILIATED REAL ESTATE JOINT VENTURE TRANSACTIONS

        The Company provides management services to certain joint ventures, franchise, third parties and other related party properties. Management agreements provide generally for management fees of 6% of cash collected from total revenues for the management of operations at the self-storage facilities. In addition, the Company receives an asset management fee equal to 50 basis points multiplied by the total asset value of the properties owned by the SPI joint venture, provided certain requirements are met.

        Management fee revenues for related party and affiliated real estate joint ventures are summarized as follows:

 
   
  For the Year Ended December 31,  
Entity
  Type   2011   2010   2009  

ESW

  Affiliated real estate joint ventures   $ 410   $ 403   $ 402  

ESW II

  Affiliated real estate joint ventures     335     318     312  

ESNPS

  Affiliated real estate joint ventures     479     458     452  

ESSM

  Affiliated real estate joint ventures     85     44     11  

HSRE

  Affiliated real estate joint ventures     1,045     961      

PRISA

  Affiliated real estate joint ventures     4,961     4,917     4,793  

PRISA II

  Affiliated real estate joint ventures     4,016     3,964     3,989  

PRISA III

  Affiliated real estate joint ventures     1,796     1,722     1,686  

VRS

  Affiliated real estate joint ventures     1,156     1,136     1,128  

WCOT

  Affiliated real estate joint ventures     1,497     1,468     1,454  

SP I

  Affiliated real estate joint ventures     6,392     1,256     1,243  

SPB II

  Affiliated real estate joint ventures     969     943     943  

Everest

  Affiliated real estate joint ventures     528     491     359  

Other

  Franchisees, third parties and other     6,255     5,041     4,189  
                   

      $ 29,924   $ 23,122   $ 20,961  
                   

        During 2011, it was discovered that the asset management fee owed to the Company by the SPI joint venture had not been recorded by either party for the five-year period ended December 31, 2010. The annual asset management fee for this period was $885, offset by an annual reduction of $221 of equity in earnings of SPI. Therefore, the Company's net income was understated by $664 for each year in the five-year period ended December 31, 2010. After determining that the amounts were not material either in the prior periods or the current year for restatement purposes, the Company recorded the asset management fee adjustments for the years 2006 through 2010 in the current year. The total prior period adjustment increased asset management fee revenues by $4,425, and decreased equity in earnings by $1,106. Additionally, the Company recorded a receivable of $5,327 which represents the asset management fee owed for 2006 through 2011. The Company expects this receivable to be fully paid by the end of 2012.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

13. RELATED PARTY AND AFFILIATED REAL ESTATE JOINT VENTURE TRANSACTIONS (Continued)

        Receivables from related parties and affiliated real estate joint ventures balances are summarized as follows:

 
  December 31, 2011   December 31, 2010  

Mortgage notes receivable

  $ 7,253   $ 6,943  

Other receivables from properties

    11,264     3,118  
           

  $ 18,517   $ 10,061  
           

        Other receivables from properties consist of amounts due for management fees, asset management fees and expenses paid on behalf of the properties 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, 2011 and 2010.

        In January 2009, the Company purchased a lender's interest in a construction loan from a joint venture that owns a single property located in Sacramento, CA. The construction loan was to ESS of Sacramento One, LLC, a joint venture in which the Company owns a 50% interest, and was guaranteed by the Company. In July 2009, the Company purchased a lender's interest in a mortgage note from a joint venture that owns a single property located in Chicago, IL. The note was to Extra Space of Montrose, a joint venture in which the Company holds a 39% interest, and was also guaranteed by the Company. Both ESS of Sacramento One, LLC and Extra Space of Montrose were consolidated as of December 31, 2009, as each joint venture was considered to be a VIE of which the Company was the primary beneficiary. The construction loan and mortgage note receivable were eliminated by the Company in consolidation as of December 31, 2009. On January 1, 2010, the Company adopted changes to the accounting guidance in ASC 810, "Consolidation." As a result of the adoption of this new guidance, the Company determined that these joint ventures should no longer be consolidated as the power to direct the activities that most significantly impact these entities' economic performance is shared equally by the Company and their joint venture partners, and therefore there is no primary beneficiary of either joint venture. The Company therefore deconsolidated these joint ventures as of January 1, 2010, and removed the associated assets and liabilities from its books. The $2,251 note receivable from Extra Space of Montrose and the $5,002 loan receivable from ESS of Sacramento One, LLC are no longer eliminated in consolidation as the Company now accounts for its interest in these joint ventures using the equity method of accounting.

        Centershift, a related party service provider, is partially owned by a certain director and certain members of management of the Company. Effective January 1, 2004, the Company entered into a license agreement with Centershift which secures a perpetual right for continued use of STORE (the site management software used at all sites operated by the Company) in all aspects of the Company's property acquisition, development, redevelopment and operational activities. During the years ended December 31, 2011, 2010 and 2009, the Company paid Centershift $1,087, $778, and $1,081, respectively, relating to the purchase of software and to license agreements.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

13. RELATED PARTY AND AFFILIATED REAL ESTATE JOINT VENTURE TRANSACTIONS (Continued)

        The Company has entered into an aircraft dry lease and service and management agreement with SpenAero, L.C. ("SpenAero"), an affiliate of Spencer F. Kirk, the Company's Chairman and 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, 2011, 2010 and 2009, the Company paid SpenAero $608, $668, and $631, respectively. The services that the Company receives from SpenAero are similar in nature and 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 300,000,000 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, 2011, 94,783,590 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.

        In May 2011, the Company closed a public stock offering of 5,335,423 shares of its common stock at an offering price of $21.16 per share. The Company received gross proceeds of $112,898. Transaction costs were $549, for net proceeds of $112,349.

15. NONCONTROLLING INTEREST REPRESENTED BY PREFERRED OPERATING PARTNERSHIP 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 self-storage facilities (the "Properties") in exchange for 989,980 Preferred OP units of the Operating Partnership. The self-storage facilities are located in California and Hawaii.

        On June 25, 2007, the Company loaned the holder of the Preferred OP units $100,000. The note receivable bears interest at 4.85%, and is due September 1, 2017. The loan is secured by the borrower's Preferred OP units. The holder of the Preferred OP units can convert up to 114,500 Preferred OP units prior to the maturity date of the loan. If any redemption in excess of 114,500 Preferred OP units occurs prior to the maturity date, the holder of the Preferred OP units is required to repay the loan as of the date of that Preferred OP unit redemption. Preferred OP 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 Preferred OP units.

        The Operating Partnership entered into a Second Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement") which provides for the designation and issuance of the Preferred OP units. The Preferred OP units will have priority over all other partnership interests of the Operating Partnership with respect to distributions and liquidation.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

15. NONCONTROLLING INTEREST REPRESENTED BY PREFERRED OPERATING PARTNERSHIP UNITS (Continued)

        Under the Partnership Agreement, Preferred OP units in the amount of $115,000 bear a fixed priority return of 5% and have a fixed liquidation value of $115,000. The remaining balance will participate in distributions with and have a liquidation value equal to that of the common Operating Partnership units. The Preferred OP 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 common stock.

        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 Preferred OP units and classifies the noncontrolling interest represented by the Preferred 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.

16. NONCONTROLLING INTEREST IN OPERATING PARTNERSHIP

        The Company's interest in its properties 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 95.9% majority ownership interest therein as of December 31, 2011. The remaining ownership interests in the Operating Partnership (including Preferred OP units) of 4.1% are held by certain former owners of assets acquired by the Operating Partnership. As of December 31, 2011, the Operating Partnership had 3,049,935 common 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 properties 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 properties 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 option, elect to acquire those OP units in exchange for shares of its common stock on a one-for-one basis, subject to

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

16. NONCONTROLLING INTEREST IN OPERATING PARTNERSHIP (Continued)

anti-dilution adjustments provided in the Operating Partnership agreement. The ten day average closing stock price at December 31, 2011, was $24.01 and there were 3,049,935 OP units outstanding. Assuming that all of the unit holders exercised their right to redeem all of their OP units on December 31, 2011 and the Company elected to pay the non-controlling members cash, the Company would have paid $73,229 in cash consideration to redeem the units.

        In January 2011, 150,000 OP units were redeemed in exchange for the Company's common stock. During April 2011, 143,641 OP units were redeemed in exchange for the Company's common stock and 13,387 OP units were redeemed for $271 in cash.

        During July 2010, 90,135 OP units were redeemed for $1,314 in cash. During August 2010, 180,270 OP units were redeemed for $2,802 in cash.

        In December 2009, a member of management redeemed 72,643 OP units in exchange for the Company's common stock. This member of management no longer held any OP units after this redemption.

        In November 2009, a director redeemed 217,930 OP units in exchange for the Company's common stock. The director no longer held any OP units after this redemption.

        During April 2009, 114,928 OP units were redeemed in exchange for the Company's common stock. During July 2009, 232,099 OP units were redeemed in exchange for $1,908 in cash.

        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 interests of various third parties in three consolidated self-storage properties as of December 31, 2011. Two of these consolidated properties were undeveloped, and one was in the lease-up stage as of December 31, 2011. The ownership interests of the third party owners range from 10.0% to 27.6%. Other noncontrolling interests are included in the stockholders' equity section of the Company's consolidated balance sheet. The income or losses

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

17. OTHER NONCONTROLLING INTERESTS (Continued)

attributable to these third party owners based on their ownership percentages are reflected in net income allocated to the Operating Partnership and other noncontrolling interests in the consolidated statement of operations.

        In October 2010, the Company paid $500 to obtain its joint venture partners' equity interests in three joint ventures: Extra Space of Franklin Blvd. LLC, Extra Space of Washington Avenue LLC and Extra Space of Elk Grove LLC. Each of these joint ventures owned a single pre-stabilized property. These properties are now wholly-owned by the Company.

        On June 25, 2010, the Company acquired all of its minority partners' membership interests in two consolidated self-storage properties located in New Jersey for a total of $50 in cash. These properties are now wholly-owned by the Company.

        In April 2009, the Company requested a capital contribution from its partners in Westport Ewing LLC, a consolidated joint venture, in order to reduce the joint venture's loan with its current lender. The partners were unable to provide their pro rata share of the funds required to satisfy the lender and deeded their interest in Westport Ewing LLC to the Company on June 1, 2009. As a result, the property held by this joint venture became a wholly-owned property of the Company. The Company recorded a loss of $800 related to the reassessment of the fair value of the property.

18. STOCK-BASED COMPENSATION

        The Company has the following plans under which shares were available for grant at December 31, 2011:

        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 Plans, 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 Plans; 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.

        As of December 31, 2011, 2,786,113 shares were available for issuance under the Plans.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

18. STOCK-BASED COMPENSATION (Continued)

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,
2011
 

Outstanding at December 31, 2008

    2,841,923   $ 14.76              

Granted

    723,000     6.22              

Forfeited

    (107,875 )   13.36              
                       

Outstanding at December 31, 2009

    3,457,048   $ 13.02              

Granted

    308,680     11.75              

Exercised

    (484,261 )   11.69              

Forfeited

    (175,562 )   12.27              
                       

Outstanding at December 31, 2010

    3,105,905   $ 13.13              

Granted

    110,900     19.60              

Exercised

    (1,388,269 )   13.44              

Forfeited

    (29,675 )   15.65              
                       

Outstanding at December 31, 2011

    1,798,861   $ 13.25     5.30   $ 19,759  
                       

Vested and Expected to Vest

    1,744,908   $ 13.25     5.21   $ 19,162  

Ending Exercisable

    1,215,376   $ 14.37     4.20   $ 11,982  

        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 2011 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, 2011. 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 2011, 2010 and 2009, was $5.39, $3.27, and $1.31, 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,
 
 
  2011   2010   2009  

Expected volatility

    45 %   47 %   42 %

Dividend yield

    4.9 %   5.3 %   6.6 %

Risk-free interest rate

    2.4 %   2.3 %   1.7 %

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

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

18. STOCK-BASED COMPENSATION (Continued)

and average expected term. The forfeiture rate, which is estimated at a weighted-average of 17.4% of unvested options outstanding as of December 31, 2011, 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, 2011, 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 - $11.59

    563,955     6.27   $ 7.76     190,570   $ 7.46  

$11.60 - $12.50

    284,950     4.12     12.42     226,900     12.48  

$12.51 - $15.53

    453,350     4.43     14.90     414,600     14.93  

$15.54 - $19.00

    250,756     5.22     17.11     218,256     17.16  

$19.01 - $19.91

    245,850     6.15     19.79     165,050     19.88  
                       

$6.22 - $19.91

    1,798,861     5.30   $ 13.25     1,215,376   $ 14.37  
                       

        The Company recorded compensation expense relating to outstanding options of $942, $801, and $831, in general and administrative expense for the years ended December 31, 2011, 2010 and 2009, respectively. Total cash received for the years ended December 31, 2011, 2010 and 2009, related to option exercises was $18,622, $5,661, and $0, respectively. At December 31, 2011, there was $722 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 1.59 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, 2011, noted above does not necessarily represent the expense that will ultimately be realized by the Company in the statement of operations.

Common Stock Granted to Employees and Directors

        The Company recorded $4,815, $3,779, and $2,978 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, 2011, 2010 and 2009, respectively. The forfeiture rate, which is estimated at a weighted-average of 7% of unvested awards outstanding as of December 31, 2011, is adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the previous estimates. At December 31, 2011, there was $5,117 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 1.99 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.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

18. STOCK-BASED COMPENSATION (Continued)

        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, 2008

    441,204   $ 16.21  

Granted

    547,265     6.19  

Released

    (198,284 )   13.51  

Cancelled

    (21,256 )   9.82  
           

Unreleased at December 31, 2009

    768,929   $ 9.95  

Granted

    445,230     12.22  

Released

    (228,885 )   11.08  

Cancelled

    (64,010 )   10.11  
           

Unreleased at December 31, 2010

    921,264   $ 10.75  

Granted

    226,630     20.09  

Released

    (386,113 )   11.39  

Cancelled

    (47,695 )   14.31  
           

Unreleased at December 31, 2011

    714,086   $ 13.15  
           

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, 2011, 2010 and 2009, the Company made matching contributions to the plan of $832, $805, and $755, 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 (except for the operation or management of health care facilities or lodging facilities or the provision to any person, under a franchise, license or otherwise, of rights to any brand name under which lodging facility or health care facility is operated). 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.

86


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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

20. INCOME TAXES (Continued)

        The income tax provision for the years ended December 31, 2011, 2010 and 2009, is comprised of the following components:

 
  For the Year Ended
December 31, 2011
 
 
  Federal   State   Total  

Current expense

  $ 1,350   $ 606   $ 1,956  

Tax credits

    (6,849 )       (6,849 )

Change in deferred benefit

    6,048         6,048  
               

Total tax expense

  $ 549   $ 606   $ 1,155  
               

 

 
  For the Year Ended
December 31, 2010
 
 
  Federal   State   Total  

Current expense

  $ 3,588   $ 124   $ 3,712  

Tax credits

    (832 )       (832 )

Change in deferred benefit

    1,282         1,282  
               

Total tax expense

  $ 4,038   $ 124   $ 4,162  
               

 

 
  For the Year Ended
December 31, 2009
 
 
  Federal   State   Total  

Current expense

  $ 4,177   $ 1,171   $ 5,348  

Change in deferred benefit

    (1,048 )       (1,048 )
               

Total tax expense

  $ 3,129   $ 1,171   $ 4,300  
               

        A reconciliation of the statutory income tax provisions to the effective income tax provisions for the years ended December 31, 2011 and 2010, is as follows:

 
  December 31, 2011   December 31, 2010  

Expected tax at statutory rate

  $ 20,854     35.0 % $ 13,204     35.0 %

Non-taxable REIT income

    (14,957 )   (25.1 )%   (8,303 )   (22.0 )%

State and local tax expense—net of federal benefit

    617     1.0 %   124     0.3 %

Change in valuation allowance

    1,298     2.2 %   804     2.1 %

Tax credits

    (6,849 )   (11.5 )%   (832 )   (2.2 )%

Miscellaneous

    192     0.3 %   (835 )   (2.3 )%
                   

Total provision

  $ 1,155     1.9 % $ 4,162     10.9 %
                   

87


Table of Contents


Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

20. INCOME TAXES (Continued)

        The major sources of temporary differences stated at their deferred tax effects are as follows:

 
  December 31,
2011
  December 31,
2010
 

Captive insurance subsidiary

  $ 232   $ 236  

Fixed assets

    (6,455 )   1,589  

Various liabilities

    1,542     1,229  

Solar credit

    6,849      

Stock compensation

    1,955     2,140  

State net operating losses

    2,691     1,743  
           

    6,814     6,937  

Valuation allowance

    (3,211 )   (2,643 )
           

Net deferred tax asset

  $ 3,603   $ 4,294  
           

        The state income tax net operating losses expire between 2012 and 2031. The deferred tax benefits associated with the state income tax net operating losses have been fully reserved through the valuation allowance.

21. SEGMENT INFORMATION

        The Company operates in three distinct segments; (1) property management, acquisition and development; (2) rental operations; and (3) tenant reinsurance. Financial information for the Company's business segments are set forth below:

 
  December 31, 2011   December 31, 2010  

Balance Sheet

             

Investment in real estate ventures

             

Rental operations

  $ 130,410   $ 140,560  

Total assets

             

Property management, acquisition and development

  $ 634,782   $ 302,262  

Rental operations

    1,837,756     1,931,150  

Tenant reinsurance

    43,712     16,408  
           

  $ 2,516,250   $ 2,249,820  
           

88


Table of Contents


Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

21. SEGMENT INFORMATION (Continued)


 
  For the Year Ended December 31,  
 
  2011   2010   2009  

Statement of Operations

                   

Total revenues

                   

Property management, acquisition and development

  $ 29,924   $ 23,122   $ 20,961  

Rental operations

    268,725     232,447     238,256  

Tenant reinsurance

    31,181     25,928     20,929  
               

  $ 329,830   $ 281,497   $ 280,146  
               

Operating expenses, including depreciation and amortization

                   

Property management, acquisition and development

  $ 58,012   $ 49,762   $ 64,246  

Rental operations

    150,199     134,415     138,552  

Tenant reinsurance

    6,143     6,505     5,461  
               

  $ 214,354   $ 190,682   $ 208,259  
               

Income (loss) from operations

                   

Property management, acquisition and development

  $ (28,088 ) $ (26,640 ) $ (43,285 )

Rental operations

    118,526     98,032     99,704  

Tenant reinsurance

    25,038     19,423     15,468  
               

  $ 115,476   $ 90,815   $ 71,887  
               

Interest expense

                   

Property management, acquisition and development

  $ (2,464 ) $ (3,126 ) $ (3,463 )

Rental operations

    (66,598 )   (62,654 )   (66,355 )
               

  $ (69,062 ) $ (65,780 ) $ (69,818 )
               

Interest income

                   

Property management, acquisition and development

  $ 1,016   $ 889   $ 1,563  

Tenant reinsurance

    11     9     19  
               

  $ 1,027   $ 898   $ 1,582  
               

Interest income on note receivable from Preferred Operating Partnership unit holder

                   

Property management, acquisition and development

  $ 4,850   $ 4,850   $ 4,850  
               

Gain on repurchase of exchangeable senior notes

                   

Property management, acquisition and development

  $   $   $ 27,928  
               

Equity in earnings of real estate ventures

                   

Rental operations

  $ 7,287   $ 6,753   $ 6,964  
               

Income tax expense

                   

Property management, acquisition and development

  $ 7,612   $ 2,639   $ 1,156  

Tenant reinsurance

    (8,767 )   (6,801 )   (5,456 )
               

  $ (1,155 ) $ (4,162 ) $ (4,300 )
               

Net income (loss)

                   

Property management, acquisition and development

  $ (17,074 ) $ (21,388 ) $ (11,251 )

Rental operations

    59,215     42,131     40,313  

Tenant reinsurance

    16,282     12,631     10,031  
               

  $ 58,423   $ 33,374   $ 39,093  
               

89


Table of Contents


Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

21. SEGMENT INFORMATION (Continued)

 
  For the Year Ended December 31,  
 
  2011   2010   2009  

Depreciation and amortization expense

                   

Property management, acquisition and development

  $ 3,296   $ 2,099   $ 2,786  

Rental operations

    54,718     48,250     49,617  
               

  $ 58,014   $ 50,349   $ 52,403  
               

Statement of Cash Flows

                   

Acquisition of real estate assets

                   

Property management, acquisition and development

  $ (194,959 ) $ (69,588 ) $ (38,185 )

Development and construction of real estate assets

                   

Property management, acquisition and development

  $ (7,060 ) $ (36,062 ) $ (67,301 )

22. COMMITMENTS AND CONTINGENCIES

        The Company has operating leases on its corporate offices and owns 13 self-storage facilities that are subject to ground leases. At December 31, 2011, future minimum rental payments under these non-cancelable operating leases are as follows (unaudited):

Less than 1 year

  $ 7,231  

Year 2

    6,765  

Year 3

    6,171  

Year 4

    4,020  

Year 5

    2,865  

Thereafter

    35,253  
       

  $ 62,305  
       

        The monthly rental amount for one of the ground leases is the greater of a minimum amount or a percentage of gross monthly receipts. The Company recorded expense of $2,799, $2,416, and $2,289 related to these leases in the years ended December 31, 2011, 2010 and 2009, respectively.

        The Company has fully guaranteed loans for the following unconsolidated joint ventures (unaudited):

 
  Date of
Guaranty
  Loan
Maturity
Date
  Guaranteed
Loan Amount
  Estimated
Fair Market
Value of
Assets
 

Extra Space of Montrose Avenue LLC

    Dec-10     Dec-13   $ 5,120   $ 8,446  

Extra Space of Sacramento One LLC

    Apr-09     Apr-14   $ 4,307   $ 9,745  

ESS Baltimore LLC

    Nov-04     Feb-13   $ 4,031   $ 6,647  

90


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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

22. COMMITMENTS AND CONTINGENCIES (Continued)

        If the joint ventures default on the loans, the Company may be forced to repay the loans. Repossessing and/or selling the self-storage facilities and land that collateralize the loans could provide funds sufficient to reimburse the Company. The Company has recorded no liability in relation to these guarantees as of December 31, 2011, as the fair value of the guarantees is not material. The Company believes the risk of incurring a material loss as a result of having to perform on these guarantees is remote.

        The Company has been involved in routine litigation arising in the ordinary course of business. As a result of these litigation matters, the Company has recorded a liability of $1,800, which is included in other liabilities on the consolidated balance sheets. The Company does not believe it to be reasonably possible that the loss related to these litigation matters will be in excess of the current amount accrued. As of December 31, 2011, the Company was not involved in any material litigation nor, to its knowledge, is any material litigation threatened against it which, in the opinion of management, is expected to have a material adverse effect on the Company's financial condition or results of operations.

23. SUPPLEMENTARY QUARTERLY FINANCIAL DATA (UNAUDITED)

 
  For the Three Months Ended  
 
  March 31,
2011
  June 30,
2011
  September 30,
2011
  December 31,
2011(1)
 

Revenues

  $ 74,481   $ 78,040   $ 84,097   $ 93,212  

Cost of operations

    50,451     52,188     52,882     58,833  
                   

Revenues less cost of operations

  $ 24,030   $ 25,852   $ 31,215   $ 34,379  
                   

Net income

  $ 10,140   $ 12,517   $ 17,352   $ 18,414  
                   

Net income attributable to common stockholders

  $ 8,301   $ 10,609   $ 15,261   $ 16,278  
                   

Net income—basic

  $ 0.09   $ 0.12   $ 0.16   $ 0.17  

Net income—diluted

  $ 0.09   $ 0.12   $ 0.16   $ 0.17  

91


Table of Contents


Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2011

(Amounts in thousands, except property and share data)

23. SUPPLEMENTARY QUARTERLY FINANCIAL DATA (UNAUDITED) (Continued)


 
  For the Three Months Ended  
 
  March 31,
2010
  June 30,
2010
  September 30,
2010
  December 31,
2010
 

Revenues

  $ 67,587   $ 68,777   $ 71,979   $ 73,154  

Cost of operations

    46,724     45,971     48,418     49,569  
                   

Revenues less cost of operations

  $ 20,863   $ 22,806   $ 23,561   $ 23,585  
                   

Net income

  $ 5,179   $ 7,925   $ 9,482   $ 10,788  
                   

Net income attributable to common stockholders

  $ 3,568   $ 6,180   $ 7,667   $ 8,916  
                   

Net income—basic

  $ 0.04   $ 0.07   $ 0.09   $ 0.10  

Net income—diluted

  $ 0.04   $ 0.07   $ 0.09   $ 0.10  

(1)
Included in revenues are the cumulative effects of $4,425 of asset management fees related to the years 2006 through 2010 and $203 related to the first three quarters of 2011 offset by a cumulative reduction of $1,157 to equity in earnings for the same periods. For further discussion, refer to Note 13.

24. SUBSEQUENT EVENTS

        In February 2012, the Company sold its 40% interest in a joint venture that was not managed by the Company for $4,945.

92


Table of Contents

Extra Space Storage Inc.
Schedule III
Real Estate and Accumulated Depreciation
(Dollars in thousands)

 
   
   
   
   
   
   
   
   
   
   
   
  Gross carrying amount at
December 31, 2011
   
   
 
Property
Number
  Property Name   State   Debt   Land
initial cost
  Building and
improvements
initial cost
  Land costs
subsequent
to acquisition
  Building costs
subsequent
to acquisition
  Land
Adjustments
  Notes   Building
Adjustments
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation
  Date acquired
or development
completed
 

8115

 

Auburn

  AL         325     1,895         36                     325     1,931     2,256     67     Aug-10  

8116

 

Auburn

  AL         92     138         107                     92     245     337     12     Aug-10  

0654

 

Hoover

  AL         1,313     2,858         530                     1,313     3,388     4,701     663     Aug-07  

8066

 

Mesa

  AZ     1,320     849     2,547         125                     849     2,672     3,521     522     Aug-04  

1211

 

Peoria

  AZ     2,286     652     4,105         71                     652     4,176     4,828     595     Apr-06  

1431

 

Peoria

  AZ         1,060     4,731         52                     1,060     4,783     5,843     97     Jan-11  

0338

 

Phoenix

  AZ     7,268     1,441     7,982         468                     1,441     8,450     9,891     1,549     Jul-05  

0659

 

Phoenix

  AZ         669     4,135         144                     669     4,279     4,948     587     Jan-07  

1356

 

Phoenix

  AZ     3,440     552     3,530         190                     552     3,720     4,272     594     Jun-06  

1370

 

Alameda

  CA         2,919     12,984         1,673                     2,919     14,657     17,576     2,020     Jun-07  

1232

 

Antelope

  CA     3,998     1,525     8,345         (19 )   (340 ) (b)             1,185     8,326     9,511     704     Jul-08  

1471

 

Bellflower

  CA     1,294     640     1,350         3                     640     1,353     1,993     7     Oct-11  

1222

 

Belmont

  CA         3,500     7,280         30                     3,500     7,310     10,810     823     May-07  

1371

 

Berkeley

  CA     15,630     1,716     19,602         1,724                     1,716     21,326     23,042     2,584     Jun-07  

1472

 

Bloomington

  CA     2,526     934     1,937         3                     934     1,940     2,874     10     Oct-11  

1473

 

Bloomington

  CA     1,533     647     1,303         3                     647     1,306     1,953     7     Oct-11  

1071

 

Burbank

  CA     8,684     3,199     5,082         557     419   (a)     672   (a)     3,618     6,311     9,929     1,863     Aug-00  

1461

 

Burlingame

  CA     5,668     2,211     5,829         51                     2,211     5,880     8,091     107     Apr-11  

1256

 

Carson

  CA             9,709         55                         9,764     9,764     198     Mar-11  

1372

 

Castro Valley

  CA             6,346         346                         6,692     6,692     789     Jun-07  

1474

 

Cerritos

  CA     17,581     8,728     15,895         2                     8,728     15,897     24,625     85     Oct-11  

1004

 

Claremont

  CA         1,472     2,012         216                     1,472     2,228     3,700     468     Jun-04  

1475

 

Claremont

  CA     2,390     1,375     1,434         3                     1,375     1,437     2,812     8     Oct-11  

1373

 

Colma

  CA     15,986     3,947     22,002         2,121                     3,947     24,123     28,070     3,088     Jun-07  

1255

 

Compton

  CA     4,160     1,426     7,582         33                     1,426     7,615     9,041     642     Sep-08  

1404

 

El Cajon

  CA         1,100     6,380         34                     1,100     6,414     7,514     346     Sep-09  

1378

 

El Sobrante

  CA         1,209     4,018         965                     1,209     4,983     6,192     755     Jun-07  

1166

 

Elk Grove

  CA     4,290     952     6,936         32     123   (a)     234   (a)     1,075     7,202     8,277     231     Dec-07  

1121

 

Fontana

  CA     1,866     1,246     3,356         164     54   (a)     179   (a) (c)     1,300     3,699     4,999     820     Oct-03  

1157

 

Fontana

  CA         961     3,846         170     39   (a)     186   (a) (c)     1,000     4,202     5,202     1,051     Sep-02  

1476

 

Fontana

  CA     4,375     768     4,208         3                     768     4,211     4,979     23     Oct-11  

1477

 

Fontana

  CA     4,848     778     4,723         3                     778     4,726     5,504     25     Oct-11  

1478

 

Fontana

  CA     4,150     684     3,951         3                     684     3,954     4,638     21     Oct-11  

1031

 

Glendale

  CA             6,084         224                         6,308     6,308     1,281     Jun-04  

1030

 

Hawthorne

  CA     3,960     1,532     3,871         197                     1,532     4,068     5,600     847     Jun-04  

1374

 

Hayward

  CA     8,811     3,149     8,006         2,127                     3,149     10,133     13,282     1,413     Jun-07  

0177

 

Hemet

  CA     5,206     1,146     6,369         242                     1,146     6,611     7,757     1,163     Jul-05  

1479

 

Hesperia

  CA     451     156     430         4                     156     434     590     2     Oct-11  

1070

 

Inglewood

  CA     5,011     1,379     3,343         391     150   (a)     377   (a)     1,529     4,111     5,640     1,303     Aug-00  

1480

 

Irvine

  CA     5,176     3,821     3,999         3                     3,821     4,002     7,823     21     Oct-11  

1481

 

Lake Elsinore

  CA         587     4,219         3                     587     4,222     4,809     23     Oct-11  

93


Table of Contents

Extra Space Storage Inc.
Schedule III
Real Estate and Accumulated Depreciation (Continued)
(Dollars in thousands)

 
   
   
   
   
   
   
   
   
   
   
   
  Gross carrying amount at
December 31, 2011
   
   
 
Property
Number
  Property Name   State   Debt   Land
initial cost
  Building and
improvements
initial cost
  Land costs
subsequent
to acquisition
  Building costs
subsequent
to acquisition
  Land
Adjustments
  Notes   Building
Adjustments
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation
  Date acquired
or development
completed
 

1482

 

Lake Elsinore

  CA     2,120     294     2,105         3                     294     2,108     2,402     11     Oct-11  

1278

 

Lancaster

  CA         1,425     5,855         41                     1,425     5,896     7,321     310     Oct-09  

1358

 

Lancaster

  CA     5,840     1,347     5,827         198                     1,347     6,025     7,372     949     Jul-06  

1013

 

Livermore

  CA         1,134     4,615         128                     1,134     4,743     5,877     951     Jun-04  

1483

 

Long Beach

  CA     2,798     1,772     2,539         2                     1,772     2,541     4,313     14     Oct-11  

1057

 

Los Angeles

  CA     5,207     1,431     2,976         145     180   (a)     374   (a)     1,611     3,495     5,106     1,061     Mar-00  

1160

 

Los Angeles

  CA         3,991     9,774         36                     3,991     9,810     13,801     1,014     Dec-07  

1235

 

Los Angeles

  CA         2,200     8,108         5                     2,200     8,113     10,313     689     Sep-08  

1296

 

Los Gatos

  CA         2,550                                 2,550         2,550            

8055

 

Manteca

  CA     3,761     848     2,543         102                     848     2,645     3,493     564     Jan-04  

1383

 

Modesto

  CA     1,494     909     3,043         261                     909     3,304     4,213     447     Jun-07  

1122

 

North Hollywood

  CA         3,125     9,257         85                     3,125     9,342     12,467     1,364     May-06  

1053

 

Oakland

  CA     2,929         3,777         463             494   (a)         4,734     4,734     1,472     Apr-00  

1267

 

Oakland

  CA         3,024     11,321         77                     3,024     11,398     14,422     452     May-10  

0645

 

Oceanside

  CA     9,527     3,241     11,361         652                     3,241     12,013     15,254     2,200     Jul-05  

1254

 

Pacoima

  CA     5,760     3,050     7,597         51                     3,050     7,648     10,698     450     Aug-09  

1111

 

Palmdale

  CA         1,225     5,379         2,148                     1,225     7,527     8,752     1,298     Jan-05  

1484

 

Paramount

  CA     2,693     1,404     2,549         4                     1,404     2,553     3,957     14     Oct-11  

1020

 

Pico Rivera

  CA     4,290     1,150     3,450         128                     1,150     3,578     4,728     946     Aug-00  

1485

 

Placentia

  CA     6,995     4,798     5,483         2                     4,798     5,485     10,283     29     Oct-11  

1382

 

Pleasanton

  CA     2,944     1,208     4,283         376                     1,208     4,659     5,867     701     May-07  

1029

 

Richmond

  CA     5,074     953     4,635         557                     953     5,192     6,145     1,063     Jun-04  

8016

 

Riverside

  CA     2,341     1,075     4,042         442                     1,075     4,484     5,559     952     Aug-04  

0328

 

Sacramento

  CA     4,125     852     4,720         371                     852     5,091     5,943     965     Jul-05  

1273

 

Sacramento

  CA     2,867     1,738     5,522         42     106   (a)     (81 ) (a) (c)     1,844     5,483     7,327     177     Oct-10  

1433

 

Sacramento

  CA         2,400     7,425         31                     2,400     7,456     9,856     439     Sep-09  

1007

 

San Bernardino

  CA         1,213     3,061         126                     1,213     3,187     4,400     662     Jun-04  

1194

 

San Bernardino

  CA         750     5,135         41                     750     5,176     5,926     689     Jun-06  

1486

 

San Dimas

  CA     5,596     1,867     6,354         6                     1,867     6,360     8,227     34     Oct-11  

1368

 

San Francisco

  CA     13,040     8,457     9,928         1,182                     8,457     11,110     19,567     1,597     Jun-07  

8145

 

San Jose

  CA     8,939     5,340     6,821         169                     5,340     6,990     12,330     377     Sep-09  

1257

 

San Leandro

  CA     4,328     3,343     6,630         37     (52 ) (a)     (237 ) (a)     3,291     6,430     9,721     209     Oct-10  

1377

 

San Leandro

  CA     9,829     4,601     9,777         1,881                     4,601     11,658     16,259     1,631     Aug-07  

1261

 

Santa Clara

  CA     8,153     4,750     8,218         23                     4,750     8,241     12,991     485     Jul-09  

1384

 

Santa Fe Springs

  CA     6,814     3,617     7,022         273                     3,617     7,295     10,912     874     Oct-07  

1487

 

Santa Maria

  CA         1,556     2,740         24                     1,556     2,764     4,320     15     Oct-11  

1488

 

Santa Maria

  CA     3,305     1,310     3,526         3                     1,310     3,529     4,839     19     Oct-11  

8008

 

Sherman Oaks

  CA     17,129     4,051     12,152         260                     4,051     12,412     16,463     2,377     Aug-04  

1275

 

Simi Valley

  CA         5,533                 (1,285 ) (e)             4,248         4,248            

1095

 

Stockton

  CA         649     3,272         159                     649     3,431     4,080     868     May-02  

1425

 

Sylmar

  CA     4,240     3,058     4,671         226                     3,058     4,897     7,955     534     May-08  

1253

 

Thousand Oaks

  CA         4,500                 (1,000 ) (e)             3,500         3,500            

94


Table of Contents

Extra Space Storage Inc.
Schedule III
Real Estate and Accumulated Depreciation (Continued)
(Dollars in thousands)

 
   
   
   
   
   
   
   
   
   
   
   
  Gross carrying amount at
December 31, 2011
   
   
 
Property
Number
  Property Name   State   Debt   Land
initial cost
  Building and
improvements
initial cost
  Land costs
subsequent
to acquisition
  Building costs
subsequent
to acquisition
  Land
Adjustments
  Notes   Building
Adjustments
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation
  Date acquired
or development
completed
 

1009

 

Torrance

  CA         3,710     6,271         505     400   (d)             4,110     6,776     10,886     1,384     Jun-04  

1112

 

Tracy

  CA     2,819     778     2,638         137     133   (a)     481   (a) (c)     911     3,256     4,167     745     Jul-03  

1174

 

Tracy

  CA         946     1,937         150             10   (c)     946     2,097     3,043     521     Apr-04  

1379

 

Vallejo

  CA         1,177     2,157         815                     1,177     2,972     4,149     488     Jun-07  

8011

 

Venice

  CA     6,421     2,803     8,410         125                     2,803     8,535     11,338     1,637     Aug-04  

1489

 

Victorville

  CA     722     151     751         3                     151     754     905     4     Oct-11  

0144

 

Watsonville

  CA     3,339     1,699     3,056         182                     1,699     3,238     4,937     601     Jul-05  

1083

 

Whittier

  CA             2,985         83             20   (c)         3,088     3,088     784     Jun-02  

1073

 

Arvada

  CO         286     1,521         608                     286     2,129     2,415     728     Sep-00  

1458

 

Castle Rock

  CO     1,261     407     3,077         32                     407     3,109     3,516     50     May-11  

0665

 

Colorado Springs

  CO         781     3,400         163                     781     3,563     4,344     451     Aug-07  

0744

 

Colorado Springs

  CO     3,401     1,525     4,310         183                     1,525     4,493     6,018     386     Nov-08  

1459

 

Colorado Springs

  CO     1,881     296     4,199         71                     296     4,270     4,566     60     Jun-11  

0679

 

Denver

  CO     2,742     368     1,574         154                     368     1,728     2,096     341     Jul-05  

1074

 

Denver

  CO         602     2,052         555     143   (a)     512   (a)     745     3,119     3,864     945     Sep-00  

1359

 

Parker

  CO     2,672     800     4,549         562                     800     5,111     5,911     796     Sep-06  

1075

 

Thornton

  CO         212     2,044         546     36   (a)     389   (a)     248     2,979     3,227     978     Sep-00  

1076

 

Westminster

  CO         291     1,586         874     8   (a)     48   (a)     299     2,508     2,807     881     Sep-00  

1079

 

Groton

  CT     2,386     1,277     3,992         346             46   (c)     1,277     4,384     5,661     1,028     Jan-04  

1192

 

Middletown

  CT     2,056     932     2,810         145                     932     2,955     3,887     313     Dec-07  

1097

 

Wethersfield

  CT         709     4,205         135             16   (c)     709     4,356     5,065     1,083     Aug-02  

1392

 

Coral Springs

  FL     3,915     3,638     6,590         189                     3,638     6,779     10,417     671     Jun-08  

0752

 

Deland

  FL         1,318     3,971         228                     1,318     4,199     5,517     659     Jan-06  

1402

 

Estero

  FL         2,198     8,215         13                     2,198     8,228     10,426     483     Jul-09  

0101

 

Fort Myers

  FL     4,322     1,985     4,983         372                     1,985     5,355     7,340     1,028     Jul-05  

1308

 

Fort Myers

  FL     3,009     1,691     4,711         164             29   (c)     1,691     4,904     6,595     1,011     Aug-04  

1310

 

Ft Lauderdale

  FL     2,710     1,587     4,205         253             32   (c)     1,587     4,490     6,077     926     Aug-04  

1427

 

Ft Lauderdale

  FL     4,999     2,750     7,002         458                     2,750     7,460     10,210     149     May-11  

1337

 

Greenacres

  FL         1,463     3,244         70             14   (c)     1,463     3,328     4,791     620     Mar-05  

1266

 

Hialeah

  FL         2,800     7,588         56                     2,800     7,644     10,444     655     Aug-08  

1403

 

Hialeah

  FL     3,582     1,678     6,807         15                     1,678     6,822     8,500     226     Sep-10  

1409

 

Hialeah

  FL     2,858     1,750     7,150         19                     1,750     7,169     8,919     361     Jan-10  

0763

 

Hollywood

  FL     7,071     3,214     8,689         199                     3,214     8,888     12,102     984     Nov-07  

1424

 

Kendall

  FL         2,375     5,543         45                     2,375     5,588     7,963     77     Feb-11  

1314

 

Madeira Beach

  FL     2,677     1,686     5,163         140             29   (c)     1,686     5,332     7,018     1,060     Aug-04  

1068

 

Margate

  FL     3,247     430     3,139         320     39   (a)     287   (a)     469     3,746     4,215     1,133     Aug-00  

1066

 

Miami

  FL     3,332     1,325     4,395         370     114   (a)     388   (a)     1,439     5,153     6,592     1,577     Aug-00  

1067

 

Miami

  FL     9,158     5,315     4,305         247     544   (a)     447   (a)     5,859     4,999     10,858     1,488     Aug-00  

1385

 

Miami

  FL     5,414     1,238     7,597         218                     1,238     7,815     9,053     996     May-07  

1466

 

Miami

  FL         521     5,198         8                     521     5,206     5,727     28     Oct-11  

1429

 

Miami

  FL     5,712     4,798     9,475         25                     4,798     9,500     14,298     499     Nov-09  

1064

 

North Lauderdale

  FL     3,629     428     3,516         621     31   (a)     260   (a)     459     4,397     4,856     1,422     Aug-00  

95


Table of Contents

Extra Space Storage Inc.
Schedule III
Real Estate and Accumulated Depreciation (Continued)
(Dollars in thousands)

 
   
   
   
   
   
   
   
   
   
   
   
  Gross carrying amount at
December 31, 2011
   
   
 
Property
Number
  Property Name   State   Debt   Land
initial cost
  Building and
improvements
initial cost
  Land costs
subsequent
to acquisition
  Building costs
subsequent
to acquisition
  Land
Adjustments
  Notes   Building
Adjustments
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation
  Date acquired
or development
completed
 

1060

 

North Miami

  FL         1,256     6,535         440                     1,256     6,975     8,231     1,450     Jun-04  

1335

 

Ocoee

  FL     2,202     872     3,642         178             17   (c)     872     3,837     4,709     743     Mar-05  

1317

 

Orlando

  FL         1,216     5,008         201             39   (c)     1,216     5,248     6,464     1,069     Aug-04  

1333

 

Orlando

  FL     4,368     2,233     9,223         315             21   (c)     2,233     9,559     11,792     1,755     Mar-05  

1334

 

Orlando

  FL     4,027     1,474     6,101         223             21   (c)     1,474     6,345     7,819     1,149     Mar-05  

1336

 

Orlando

  FL     3,337     1,166     4,816         1,144             15   (c)     1,166     5,975     7,141     1,038     Mar-05  

8136

 

Orlando

  FL         625     2,133         49                     625     2,182     2,807     87     Jul-10  

1432

 

Plantation

  FL         3,850                 (1,900 ) (e)             1,950         1,950            

1318

 

Port Charlotte

  FL         1,389     4,632         132             20   (c)     1,389     4,784     6,173     950     Aug-04  

1319

 

Riverview

  FL     2,552     654     2,953         133             29   (c)     654     3,115     3,769     650     Aug-04  

0545

 

Tampa

  FL     3,994     1,425     4,766         285                     1,425     5,051     6,476     707     Mar-07  

1366

 

Tampa

  FL     3,455     883     3,533         139                     883     3,672     4,555     513     Nov-06  

1324

 

Valrico

  FL     3,080     1,197     4,411         162             34   (c)     1,197     4,607     5,804     922     Aug-04  

0692

 

Venice

  FL     7,065     1,969     5,903         243                     1,969     6,146     8,115     1,004     Jan-06  

0976

 

West Palm Beach

  FL     3,929     1,752     4,909         361                     1,752     5,270     7,022     1,027     Jul-05  

1065

 

West Palm Beach

  FL     1,581     1,164     2,511         341     82   (a)     180   (a)     1,246     3,032     4,278     933     Aug-00  

1069

 

West Palm Beach

  FL     1,821     1,312     2,511         445     104   (a)     204   (a)     1,416     3,160     4,576     1,019     Aug-00  

1186

 

West Palm Beach

  FL         1,729     4,058                             1,729     4,058     5,787     4     Dec-11  

0693

 

Alpharetta

  GA     2,703     1,893     3,161         123                     1,893     3,284     5,177     501     Aug-06  

1304

 

Atlanta

  GA         3,737     8,333         328             35   (c)     3,737     8,696     12,433     1,722     Aug-04  

1320

 

Atlanta

  GA         1,665     2,028         138             21   (c)     1,665     2,187     3,852     464     Aug-04  

1338

 

Atlanta

  GA     6,844     3,319     8,325         366             33   (c)     3,319     8,724     12,043     1,643     Feb-05  

0699

 

Dacula

  GA     3,862     1,993     3,001         93                     1,993     3,094     5,087     492     Jan-06  

8163

 

Douglasville

  GA         1,209     719         20                     1,209     739     1,948     30     Jun-10  

0753

 

Duluth

  GA     3,308     1,454     4,151         81                     1,454     4,232     5,686     516     Jun-07  

8162

 

Kennesaw

  GA         673     1,151         63                     673     1,214     1,887     49     Jun-10  

8134

 

Lithonia

  GA         1,958     3,645         27                     1,958     3,672     5,630     204     Nov-09  

8161

 

Marietta

  GA         887     2,617         66                     887     2,683     3,570     105     Jun-10  

1321

 

Snellville

  GA         2,691     4,026         198             23   (c)     2,691     4,247     6,938     859     Aug-04  

0417

 

Stone Mountain

  GA     1,826     925     3,505         209                     925     3,714     4,639     669     Jul-05  

1322

 

Stone Mountain

  GA     2,945     1,817     4,382         206             24   (c)     1,817     4,612     6,429     919     Aug-04  

0745

 

Sugar Hill

  GA         1,368     2,540         148                     1,368     2,688     4,056     343     Jun-07  

0754

 

Sugar Hill

  GA         1,371     2,547         131                     1,371     2,678     4,049     347     Jun-07  

1313

 

Alpharetta

  GL         1,973     1,587         136             20   (c)     1,973     1,743     3,716     375     Aug-04  

1375

 

Kahului

  HI         3,984     15,044         500                     3,984     15,544     19,528     1,942     Jun-07  

1376

 

Kapolei

  HI     14,824         24,701         328                         25,029     25,029     2,986     Jun-07  

0728

 

Chicago

  IL     3,143     449     2,471         605                     449     3,076     3,525     634     Jul-05  

0729

 

Chicago

  IL     2,848     472     2,582         594                     472     3,176     3,648     677     Jul-05  

0731

 

Chicago

  IL     4,322     621     3,428         774                     621     4,202     4,823     901     Jul-05  

1226

 

Chicago

  IL         1,925                                 1,925         1,925            

1108

 

Crest Hill

  IL     2,475     847     2,946         87     121   (a)     472   (a) (c)     968     3,505     4,473     806     Jul-03  

1171

 

Gurnee

  IL         1,374     8,296         74                     1,374     8,370     9,744     911     Oct-07  

1178

 

Highland Park

  IL         5,798     6,016         8                     5,798     6,024     11,822     6     Dec-11  

1173

 

Naperville

  IL         1,860     5,793         4                     1,860     5,797     7,657     6     Dec-11  

1259

 

Naperville

  IL         2,800     7,355         79     (850 ) (e)             1,950     7,434     9,384     584     Dec-08  

1242

 

North Aurora

  IL         600     5,833         86                     600     5,919     6,519     547     May-08  

1104

 

South Holland

  IL     1,577     839     2,879         177     26   (a)     108   (a) (c)     865     3,164     4,029     787     Oct-02  

1263

 

Tinley Park

  IL         1,823     4,794         79     (275 ) (e)             1,548     4,873     6,421     413     Aug-08  

1393

 

Carmel

  IN         1,169     4,393         199                     1,169     4,592     5,761     426     Oct-08  

96


Table of Contents

Extra Space Storage Inc.
Schedule III
Real Estate and Accumulated Depreciation (Continued)
(Dollars in thousands)

 
   
   
   
   
   
   
   
   
   
   
   
  Gross carrying amount at
December 31, 2011
   
   
 
Property
Number
  Property Name   State   Debt   Land
initial cost
  Building and
improvements
initial cost
  Land costs
subsequent
to acquisition
  Building costs
subsequent
to acquisition
  Land
Adjustments
  Notes   Building
Adjustments
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation
  Date acquired
or development
completed
 

1514

 

Connersville

  IN         472     315         51                     472     366     838     5     Jun-11  

1394

 

Fort Wayne

  IN         1,899     3,292         238                     1,899     3,530     5,429     344     Oct-08  

0652

 

Indianapolis

  IN         588     3,457         203                     588     3,660     4,248     480     Aug-07  

1395

 

Indianapolis

  IN         426     2,903         216                     426     3,119     3,545     312     Oct-08  

1396

 

Indianapolis

  IN         850     4,545         247                     850     4,792     5,642     457     Oct-08  

1397

 

Mishawaka

  IN         630     3,349         196                     630     3,545     4,175     341     Oct-08  

1513

 

Richmond

  IN         723     482         48                     723     530     1,253     8     Jun-11  

0586

 

Wichita

  KS     2,154     366     1,897         306                     366     2,203     2,569     415     Apr-06  

1515

 

Covington

  KY         839     2,543         53                     839     2,596     3,435     36     Jun-11  

0343

 

Louisville

  KY     2,947     586     3,244         212                     586     3,456     4,042     672     Jul-05  

0648

 

Louisville

  KY     2,535     1,217     4,611         138                     1,217     4,749     5,966     862     Jul-05  

0668

 

Louisville

  KY     3,617     892     2,677         145                     892     2,822     3,714     469     Dec-05  

1315

 

Metairie

  LA     4,009     2,056     4,216         111             18   (c)     2,056     4,345     6,401     864     Aug-04  

1316

 

New Orleans

  LA     5,668     4,058     4,325         555             24   (c)     4,058     4,904     8,962     1,011     Aug-04  

1028

 

Ashland

  MA         474     3,324         290             27   (c)     474     3,641     4,115     1,003     Jun-03  

1010

 

Auburn

  MA         918     3,728         215                     918     3,943     4,861     1,187     May-04  

1025

 

Brockton

  MA         647     2,762         121                     647     2,883     3,530     791     May-04  

1056

 

Dedham

  MA     2,473     2,127     3,041         472             28   (c)     2,127     3,541     5,668     1,071     Mar-02  

1205

 

Dedham

  MA         2,443     7,328         995             16   (c)     2,443     8,339     10,782     1,826     Feb-04  

1208

 

East Somerville

  MA                     137             14   (c)         151     151     78     Feb-04  

0675

 

Everett

  MA         692     2,129         638                     692     2,767     3,459     582     Jul-05  

1001

 

Foxboro

  MA         759     4,158         445                     759     4,603     5,362     1,641     May-04  

1002

 

Hudson

  MA         806     3,122         283                     806     3,405     4,211     1,149     May-04  

1098

 

Jamaica Plain

  MA     2,742     3,285     11,275         112                     3,285     11,387     14,672     1,194     Dec-07  

1084

 

Kingston

  MA         555     2,491         118             32   (c)     555     2,641     3,196     764     Oct-02  

7002

 

Lynn

  MA         1,703     3,237         263                     1,703     3,500     5,203     1,016     Jun-01  

1035

 

Marshfield

  MA     4,776     1,039     4,155         202                     1,039     4,357     5,396     896     Mar-04  

1099

 

Milton

  MA         2,838     3,979         6,400             20   (c)     2,838     10,399     13,237     1,566     Nov-02  

1011

 

North Oxford

  MA         482     1,762         207     46   (a)     168   (a)     528     2,137     2,665     717     Oct-99  

1022

 

Northborough

  MA         280     2,715         498                     280     3,213     3,493     1,028     Feb-01  

1019

 

Norwood

  MA         2,160     2,336         1,502     61   (a)     95   (a)     2,221     3,933     6,154     1,036     Aug-99  

0519

 

Plainville

  MA     5,198     2,223     4,430         369                     2,223     4,799     7,022     1,068     Jul-05  

1204

 

Quincy

  MA         1,359     4,078         225             18   (c)     1,359     4,321     5,680     974     Feb-04  

1023

 

Raynham

  MA         588     2,270         261     82   (a)     323   (a)     670     2,854     3,524     835     May-00  

1135

 

Revere

  MA         2,275     6,935                             2,275     6,935     9,210     7     Dec-11  

1094

 

Saugus

  MA     3,802     1,725     5,514         395             104   (c)     1,725     6,013     7,738     1,536     Jun-03  

1107

 

Somerville

  MA     6,939     1,728     6,570         519     3   (a)     13   (a)     1,731     7,102     8,833     1,871     Jun-01  

0746

 

Stoneham

  MA     6,163     944     5,241         153                     944     5,394     6,338     950     Jul-05  

1047

 

Stoughton

  MA         1,754     2,769         236                     1,754     3,005     4,759     930     May-04  

1206

 

Waltham

  MA         3,770     11,310         1,005             17   (c)     3,770     12,332     16,102     2,514     Feb-04  

7001

 

Weymouth

  MA         2,806     3,129         170                     2,806     3,299     6,105     1,041     Sep-00  

97


Table of Contents

Extra Space Storage Inc.
Schedule III
Real Estate and Accumulated Depreciation (Continued)
(Dollars in thousands)

 
   
   
   
   
   
   
   
   
   
   
   
  Gross carrying amount at
December 31, 2011
   
   
 
Property
Number
  Property Name   State   Debt   Land
initial cost
  Building and
improvements
initial cost
  Land costs
subsequent
to acquisition
  Building costs
subsequent
to acquisition
  Land
Adjustments
  Notes   Building
Adjustments
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation
  Date acquired
or development
completed
 

1207

 

Woburn

  MA                     219             17   (c)         236     236     99     Feb-04  

1003

 

Worcester

  MA         896     4,377         2,718                     896     7,095     7,991     1,764     May-04  

1219

 

Worcester

  MA     3,393     1,350     4,433         86                     1,350     4,519     5,869     613     Dec-06  

0152

 

Annapolis

  MD         1,375     8,896         266                     1,375     9,162     10,537     1,115     Aug-07  

1381

 

Annapolis

  MD     6,825     5,248     7,247         152                     5,248     7,399     12,647     936     Apr-07  

0919

 

Arnold

  MD     9,331     2,558     9,446         287                     2,558     9,733     12,291     1,700     Jul-05  

1233

 

Baltimore

  MD     3,067     800     5,955         53                     800     6,008     6,808     495     Nov-08  

1439

 

Baltimore

  MD         1,900     5,277         53                     1,900     5,330     7,230     211     Jun-10  

0552

 

Bethesda

  MD     12,572         18,331         321                         18,652     18,652     3,522     Jul-05  

1453

 

Capitol Heights

  MD         1,461     9,866         104                     1,461     9,970     11,431     313     Oct-10  

0950

 

Columbia

  MD     8,251     1,736     9,632         241                     1,736     9,873     11,609     1,708     Jul-05  

1262

 

Edgewood

  MD         1,000                 (575 ) (e)             425         425            

0980

 

Ft. Washington

  MD     11,280     4,920     9,174         151                     4,920     9,325     14,245     1,226     Jan-07  

8248

 

Glen Burnie

  MD         1,303     4,218         71                     1,303     4,289     5,592     51     Jul-11  

1195

 

Lanham

  MD         3,346     10,079         922     (728 ) (b)     12   (c)     2,618     11,013     13,631     2,389     Feb-04  

1292

 

Laurel Heights

  MD     6,360     3,000     5,930         57                     3,000     5,987     8,987     641     Dec-07  

0918

 

Pasadena

  MD         1,869     3,056         693                     1,869     3,749     5,618     403     Sep-08  

1287

 

Pasadena

  MD         3,500     7,407         7                     3,500     7,414     10,914     103        

8211

 

Randallstown

  MD     4,839     764     6,331         16                     764     6,347     7,111     62     Aug-11  

0380

 

Rockville

  MD     12,645     4,596     11,328         238                     4,596     11,566     16,162     1,612     Sep-06  

0507

 

Towson

  MD     4,027     861     4,742         185                     861     4,927     5,788     892     Jul-05  

0309

 

Grandville

  MI     1,670     726     1,298         357                     726     1,655     2,381     367     Jul-05  

0556

 

Mount Clemens

  MI     2,063     798     1,796         315                     798     2,111     2,909     418     Jul-05  

0664

 

Florissant

  MO         1,241     4,648         290                     1,241     4,938     6,179     681     Aug-07  

0985

 

Grandview

  MO     1,080     612     1,770         304                     612     2,074     2,686     475     Jul-05  

0656

 

St. Louis

  MO         1,444     4,162         240                     1,444     4,402     5,846     597     Aug-07  

0663

 

St. Louis

  MO     2,834     676     3,551         251                     676     3,802     4,478     523     Aug-07  

1061

 

St. Louis

  MO     2,057     631     2,159         305     59   (a)     205   (a)     690     2,669     3,359     845     Jun-00  

1062

 

St. Louis

  MO     1,577     156     1,313         369     17   (a)     151   (a)     173     1,833     2,006     604     Jun-00  

8027

 

Merrimack

  NH         754     3,299         209     63   (a)     279   (a)     817     3,787     4,604     926     Apr-99  

0738

 

Nashua

  NH             755         80                         835     835     204     Jul-05  

1329

 

Avenel

  NJ     7,972     1,518     8,037         218             24   (c)     1,518     8,279     9,797     1,553     Jan-05  

1330

 

Bayville

  NJ     3,210     1,193     5,312         222             41   (c)     1,193     5,575     6,768     1,102     Dec-04  

1408

 

Bellmawr

  NJ         3,600     4,765         147     75   (c)             3,675     4,912     8,587     342     Sep-08  

1115

 

Edison

  NJ     5,690     2,519     8,547         450                     2,519     8,997     11,516     2,421     Dec-01  

1116

 

Egg Harbor Twp. 

  NJ     7,445     1,724     5,001         643                     1,724     5,644     7,368     1,573     Dec-01  

1258

 

Ewing

  NJ         1,552     4,720         210     11   (c)     (362 ) (e)     1,563     4,568     6,131     604     Mar-07  

1038

 

Glen Rock

  NJ         1,109     2,401         149     113   (a)     249   (a)(c)     1,222     2,799     4,021     713     Mar-01  

0330

 

Hackensack

  NJ         2,283     11,234         641                     2,283     11,875     14,158     2,224     Jul-05  

1117

 

Hazlet

  NJ     8,019     1,362     10,262         526                     1,362     10,788     12,150     2,834     Dec-01  

98


Table of Contents

Extra Space Storage Inc.
Schedule III
Real Estate and Accumulated Depreciation (Continued)
(Dollars in thousands)

 
   
   
   
   
   
   
   
   
   
   
   
  Gross carrying amount at
December 31, 2011
   
   
 
Property
Number
  Property Name   State   Debt   Land
initial cost
  Building and
improvements
initial cost
  Land costs
subsequent
to acquisition
  Building costs
subsequent
to acquisition
  Land
Adjustments
  Notes   Building
Adjustments
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation
  Date acquired
or development
completed
 

1039

 

Hoboken

  NJ     8,170     2,687     6,092         198             3   (c)     2,687     6,293     8,980     1,589     Jul-02  

1118

 

Howell

  NJ     3,272     2,440     3,407         367                     2,440     3,774     6,214     1,050     Dec-01  

1120

 

Iselin

  NJ     3,794     505     4,524         398                     505     4,922     5,427     1,396     Dec-01  

1196

 

Lawrenceville

  NJ         3,402     10,230         408             8   (c)     3,402     10,646     14,048     2,245     Feb-04  

0739

 

Linden

  NJ     3,886     1,517     8,384         194                     1,517     8,578     10,095     1,474     Jul-05  

1328

 

Lumberton

  NJ     3,649     831     4,060         146             22   (c)     831     4,228     5,059     879     Dec-04  

1040

 

Lyndhurst

  NJ         2,679     4,644         221     250   (a)     446   (a)(c)     2,929     5,311     8,240     1,340     Mar-01  

8093

 

Maple Shade

  NJ         1,093     5,492         1                     1,093     5,493     6,586     6     Dec-11  

0784

 

Merchantville

  NJ         1,644     3,115         84                     1,644     3,199     4,843     45     Jun-11  

1054

 

Metuchen

  NJ         1,153     4,462         208                     1,153     4,670     5,823     1,237     Dec-01  

1428

 

Monmouth Junction

  NJ         1,700     5,835         22                     1,700     5,857     7,557     294     Dec-09  

1197

 

Morrisville

  NJ         2,487     7,494         1,117             11   (c)     2,487     8,622     11,109     1,839     Feb-04  

1360

 

Neptune

  NJ     5,666     4,204     8,906         240                     4,204     9,146     13,350     1,238     Nov-06  

0677

 

North Bergen

  NJ         861     17,127                             861     17,127     17,988     92     Oct-11  

0809

 

North Bergen

  NJ         2,299     12,728         369                     2,299     13,097     15,396     2,245     Jul-05  

1089

 

North Bergen

  NJ     6,545     2,100     6,606         183             74   (c)     2,100     6,863     8,963     1,636     Jul-03  

1119

 

Old Bridge

  NJ     5,130     2,758     6,450         909                     2,758     7,359     10,117     1,972     Dec-01  

0810

 

Parlin

  NJ         2,517     4,516         396                     2,517     4,912     7,429     1,050     Jul-05  

1032

 

Parlin

  NJ             5,273         329                         5,602     5,602     1,770     May-04  

0655

 

Toms River

  NJ     5,123     1,790     9,935         277                     1,790     10,212     12,002     1,891     Jul-05  

1331

 

Union

  NJ         1,754     6,237         232             78   (c)     1,754     6,547     8,301     1,299     Dec-04  

0547

 

Albuquerque

  NM         1,298     4,628         599                     1,298     5,227     6,525     676     Aug-07  

1058

 

Las Vegas

  NV     1,244     251     717         323     27   (a)     87   (a)     278     1,127     1,405     433     Feb-00  

1465

 

Las Vegas

  NV         1,441     1,810         11                     1,441     1,821     3,262     25     Jun-11  

1391

 

Bohemia

  NY     1,580     1,456     1,398         322                     1,456     1,720     3,176     215     Dec-07  

1042

 

Bronx

  NY         3,450     21,210                             3,450     21,210     24,660     23     Dec-11  

1213

 

Bronx

  NY     9,774     3,995     11,870         566             28   (c)     3,995     12,464     16,459     2,519     Aug-04  

1399

 

Brooklyn

  NY     14,069     12,993     10,405         110                     12,993     10,515     23,508     893     Oct-08  

1450

 

Brooklyn

  NY     6,431     2,802     6,536         109                     2,802     6,645     9,447     284     May-10  

1398

 

Centereach

  NY     2,135     2,226     1,657         116                     2,226     1,773     3,999     165     Oct-08  

1451

 

Freeport

  NY     5,485     5,676     3,784         74                     5,676     3,858     9,534     113     Nov-10  

0502

 

Mount Vernon

  NY     5,100     1,585     6,025         1,163                     1,585     7,188     8,773     1,290     Jul-05  

1087

 

Mount Vernon

  NY     3,386     1,926     7,622         606             33   (c)     1,926     8,261     10,187     1,982     Nov-02  

99


Table of Contents

Extra Space Storage Inc.
Schedule III
Real Estate and Accumulated Depreciation (Continued)
(Dollars in thousands)

 
   
   
   
   
   
   
   
   
   
   
   
  Gross carrying amount at
December 31, 2011
   
   
 
Property
Number
  Property Name   State   Debt   Land
initial cost
  Building and
improvements
initial cost
  Land costs
subsequent
to acquisition
  Building costs
subsequent
to acquisition
  Land
Adjustments
  Notes   Building
Adjustments
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation
  Date acquired
or development
completed
 

1055

 

Nanuet

  NY     3,776     2,072     4,644     666     948             24   (c)     2,738     5,616     8,354     1,412     Feb-02  

0406

 

New Paltz

  NY     3,210     2,059     3,715         367                     2,059     4,082     6,141     810     Jul-05  

0539

 

New York

  NY     10,069     3,060     16,978         604                     3,060     17,582     20,642     3,104     Jul-05  

1050

 

Plainview

  NY     5,119     4,287     3,710         577                     4,287     4,287     8,574     1,324     Dec-00  

1501

 

Cincinnati

  OH         2,941     2,177         112                     2,941     2,289     5,230     32     Jun-11  

1502

 

Cincinnati

  OH     4,832     1,815     5,733         152                     1,815     5,885     7,700     84     Jun-11  

1503

 

Cincinnati

  OH         1,445     3,755         80                     1,445     3,835     5,280     54     Jun-11  

1504

 

Cincinnati

  OH         1,217     1,941         86                     1,217     2,027     3,244     29     Jun-11  

0438

 

Columbus

  OH     2,848     483     2,654         483                     483     3,137     3,620     715     Jul-05  

1511

 

Greenville

  OH         189     302         30                     189     332     521     5     Jun-11  

1505

 

Hamilton

  OH         673     2,910         59                     673     2,969     3,642     42     Jun-11  

0365

 

Kent

  OH     1,473     220     1,206         152                     220     1,358     1,578     319     Jul-05  

1506

 

Lebanon

  OH         1,657     1,566         62                     1,657     1,628     3,285     23     Jun-11  

1507

 

Middletown

  OH         534     1,047         54                     534     1,101     1,635     16     Jun-11  

1509

 

Sidney

  OH         201     262         51                     201     313     514     5     Jun-11  

1510

 

Troy

  OH         273     544         37                     273     581     854     9     Jun-11  

1512

 

Washington Court House

  OH         197     499         29                     197     528     725     8     Jun-11  

1508

 

Xenia

  OH         302     1,022         45                     302     1,067     1,369     15     Jun-11  

0288

 

Aloha

  OR     6,371     1,221     6,262         199                     1,221     6,461     7,682     1,166     Jul-05  

1294

 

King City

  OR     4,550     2,520     6,845         43                     2,520     6,888     9,408     362     Sep-09  

1332

 

Bensalem

  PA     3,127     1,131     4,525         181             66   (c)     1,131     4,772     5,903     963     Dec-04  

1354

 

Bensalem

  PA         750     3,015         150                     750     3,165     3,915     518     Mar-06  

1036

 

Doylestown

  PA         220     3,442         313     301   (a)(d)     384   (a)     521     4,139     4,660     1,053     Nov-99  

1046

 

Kennedy Township

  PA         736     3,173         169                     736     3,342     4,078     1,035     May-04  

1198

 

Philadelphia

  PA         1,965     5,925         968             7   (c)     1,965     6,900     8,865     1,483     Feb-04  

1045

 

Pittsburgh

  PA         889     4,117         474                     889     4,591     5,480     1,353     May-04  

1063

 

Pittsburgh

  PA         991     1,990         448     91   (a)     199   (a)     1,082     2,637     3,719     760     Aug-00  

1048

 

Willow Grove

  PA         1,297     4,027         164                     1,297     4,191     5,488     111     Jan-11  

0741

 

Johnston

  RI     6,974     2,658     4,799         365                     2,658     5,164     7,822     991     Jul-05  

1150

 

Johnston

  RI         533     2,127         1                     533     2,128     2,661     2     Dec-11  

1303

 

Charleston

  SC     3,614     1,279     4,171         100             30   (c)     1,279     4,301     5,580     859     Aug-04  

1305

 

Columbia

  SC     2,896     838     3,312         149             38   (c)     838     3,499     4,337     734     Aug-04  

1311

 

Goose Creek

  SC         1,683     4,372         931             30   (c)     1,683     5,333     7,016     961     Aug-04  

1323

 

Summerville

  SC         450     4,454         123             26   (c)     450     4,603     5,053     923     Aug-04  

0487

 

Cordova

  TN     2,652     852     2,720         224                     852     2,944     3,796     578     Jul-05  

0704

 

Cordova

  TN         894     2,680         135                     894     2,815     3,709     383     Jan-07  

8122

 

Cordova

  TN     2,143     652     1,791         3                     652     1,794     2,446     33     Apr-11  

0574

 

Nashville

  TN     2,960     390     2,598         610                     390     3,208     3,598     622     Apr-06  

100


Table of Contents

Extra Space Storage Inc.
Schedule III
Real Estate and Accumulated Depreciation (Continued)
(Dollars in thousands)

 
   
   
   
   
   
   
   
   
   
   
   
  Gross carrying amount at
December 31, 2011
   
   
 
Property
Number
  Property Name   State   Debt   Land
initial cost
  Building and
improvements
initial cost
  Land costs
subsequent
to acquisition
  Building costs
subsequent
to acquisition
  Land
Adjustments
  Notes   Building
Adjustments
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation
  Date acquired
or development
completed
 

1363

 

Allen

  TX     4,325     901     5,553         182                     901     5,735     6,636     788     Nov-06  

1301

 

Arlington

  TX     2,292     534     2,525         271             34   (c)     534     2,830     3,364     641     Aug-04  

1302

 

Austin

  TX     5,011     870     4,455         250             35   (c)     870     4,740     5,610     972     Aug-04  

0514

 

Dallas

  TX     11,700     1,980     12,501         275                     1,980     12,776     14,756     1,914     May-06  

0561

 

Dallas

  TX     2,080     337     2,216         402                     337     2,618     2,955     510     Apr-06  

1307

 

Dallas

  TX     11,188     4,432     6,181         417             36   (c)     4,432     6,634     11,066     1,352     Aug-04  

0795

 

Euless

  TX         671     3,213         182                     671     3,395     4,066     60     Apr-11  

1309

 

Fort Worth

  TX     2,231     631     5,794         178             31   (c)     631     6,003     6,634     1,202     Aug-04  

1312

 

Grand Prairie

  TX     2,317     551     2,330         172             31   (c)     551     2,533     3,084     520     Aug-04  

0584

 

Houston

  TX         2,596     8,735         236                     2,596     8,971     11,567     1,357     Apr-06  

1457

 

Houston

  TX         402     1,870         133                     402     2,003     2,405     56     Dec-10  

1456

 

La Porte

  TX         1,608     2,351         185                     1,608     2,536     4,144     73     Dec-10  

1364

 

Plano

  TX     4,435     1,010     6,203         270                     1,010     6,473     7,483     875     Nov-06  

1365

 

Plano

  TX         614     3,775         198                     614     3,973     4,587     569     Nov-06  

1357

 

Rowlett

  TX     2,052     1,002     2,601         264                     1,002     2,865     3,867     441     Aug-06  

1306

 

San Antonio

  TX     993     1,269     1,816         458             30   (c)     1,269     2,304     3,573     506     Aug-04  

1326

 

San Antonio

  TX     1,150     253     1,496         113             32   (c)     253     1,641     1,894     353     Aug-04  

1387

 

San Antonio

  TX         2,471     3,556         186             (408 ) (f)     2,471     3,334     5,805     393     Dec-07  

0521

 

South Houston

  TX     2,413     478     4,069         534                     478     4,603     5,081     751     Apr-06  

8246

 

Spring

  TX         978     1,347         2                     978     1,349     2,327     13     Aug-11  

1006

 

Kearns

  UT         642     2,607         250                     642     2,857     3,499     639     Jun-04  

1454

 

Murray

  UT         571     986         259                     571     1,245     1,816     38     Nov-10  

0792

 

Orem

  UT         841     2,335         11                     841     2,346     3,187     42     Apr-11  

8002

 

Salt Lake City

  UT     3,180     986     3,455         79                     986     3,534     4,520     110     Oct-10  

0132

 

Sandy

  UT     4,045     1,349     4,372         248                     1,349     4,620     5,969     849     Jul-05  

1455

 

West Jordan

  UT     2,212     735     2,146         35                     735     2,181     2,916     68     Nov-10  

0230

 

West Valley City

  UT     1,817     461     1,722         130                     461     1,852     2,313     359     Jul-05  

1380

 

Alexandria

  VA     6,094     1,620     13,103         503                     1,620     13,606     15,226     1,826     Jun-07  

1452

 

Arlington

  VA             4,802         45                         4,847     4,847     486     Oct-10  

0717

 

Dumfries

  VA     5,421     932     9,349         38                     932     9,387     10,319     151     May-11  

0678

 

Falls Church

  VA     6,090     1,259     6,975         349                     1,259     7,324     8,583     1,306     Jul-05  

1325

 

Richmond

  VA     4,703     2,305     5,467         114             8   (c)     2,305     5,589     7,894     1,086     Aug-04  

0764

 

Stafford

  VA     4554     2,076     5,175         68                     2,076     5,243     7,319     403     Jan-09  

1341

 

Lakewood

  WA     4,580     1,917     5,256         158                     1,917     5,414     7,331     850     Feb-06  

1342

 

Lakewood

  WA     4,577     1,389     4,780         214                     1,389     4,994     6,383     801     Feb-06  

0643

 

Seattle

  WA     7,574     2,727     7,241         203                     2,727     7,444     10,171     1,323     Jul-05  

101


Table of Contents

Extra Space Storage Inc.
Schedule III
Real Estate and Accumulated Depreciation (Continued)
(Dollars in thousands)

 
   
   
   
   
   
   
   
   
   
   
   
  Gross carrying amount at
December 31, 2011
   
   
 
Property
Number
  Property Name   State   Debt   Land
initial cost
  Building and
improvements
initial cost
  Land costs
subsequent
to acquisition
  Building costs
subsequent
to acquisition
  Land
Adjustments
  Notes   Building
Adjustments
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation
  Date acquired
or development
completed
 

1343

 

Tacoma

  WA     3,365     1,031     3,103         135                     1,031     3,238     4,269     534     Feb-06  

 

Other corporate assets

       
4,850
   
849
   
2,202
   
   
31,806
   
(849

)

(d)

   
       
   
34,008
   
34,008
   
4,377
   
Various
 

 

Construction in progress

                        9,366                         9,366     9,366            

 

Intangible tenant relationships and lease rights

                38,407         5,035                         43,442     43,442     35,741     Various  
                                                                     

          $ 937,001   $ 598,732   $ 1,827,406   $ 666   $ 150,618   $ (3,803 )     $ 9,478       $ 595,595   $ 1,987,502   $ 2,583,097   $ 319,302        
                                                                     

(a)
Adjustments relate to the acquisition of joint venture partners interests

(b)
Adjustment relates to partial disposition of land

(c)
Adjustment relates to asset transfers between land, building and/or equipment

(d)
Adjustment relates to asset transfers between entities

(e)
Adjustment relates to impairment charge

(f)
Adjustment relates to a purchase price adjustment

102


Table of Contents

        Activity in real estate facilities during the years ended December 31, 2011, 2010 and 2009 is as follows:

 
  2011   2010   2009  

Operating facilities

                   

Balance at beginning of year

  $ 2,198,361   $ 2,249,262   $ 2,121,257  

Acquisitions

    301,531     89,750     21,764  

Improvements

    39,352     16,563     31,652  

Transfers from construction in progress

    34,777     33,407     78,148  

Dispositions and other

    (290 )   (190,621 )   (3,559 )
               

Balance at end of year

  $ 2,573,731   $ 2,198,361   $ 2,249,262  
               

Accumulated depreciation:

                   

Balance at beginning of year

  $ 263,042   $ 233,830   $ 182,335  

Depreciation expense

    56,702     48,665     50,530  

Dispositions and other

    (442 )   (19,453 )   965  
               

Balance at end of year

  $ 319,302   $ 263,042   $ 233,830  
               

Construction in progress

                   

Balance at beginning of year

  $ 37,083   $ 34,427   $ 58,734  

Current development

    7,060     36,063     67,301  

Transfers to operating facilities

    (34,777 )   (33,407 )   (78,148 )

Dispositions and other

            (13,460 )
               

Balance at end of year

  $ 9,366   $ 37,083   $ 34,427  
               

Net real estate assets

  $ 2,263,795   $ 1,972,402   $ 2,049,859  
               

        The aggregate cost of real estate for U.S. federal income tax purposes is $2,117,151

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.

103


Table of Contents

        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. Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2011.

        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.

(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, 2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (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

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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, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, 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, 2011, and 2010 and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the period ended December 31, 2011 of Extra Space Storage Inc. and our report dated February 29, 2012 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Salt Lake City, Utah
February 29, 2012

(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.


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, 2011.

        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

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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, 2011.

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, 2011.

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, 2011.

Item 14.    Principal Accountant Fees and Services

        Information with respect to principal accountant 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, 2011.

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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 from Exhibit 2.1 of Form 8-K filed on May 11, 2005).

 

3.1

 

Amended and Restated Articles of Incorporation of Extra Space Storage Inc.(1)

 

3.2

 

Articles of Amendment dated September 28, 2007 (incorporated by reference from Exhibit 3.1 of Form 8-K filed on October 3, 2007).

 

3.3

 

Amended and Restated Bylaws of Extra Space Storage Inc.(incorporated by reference from Exhibit 3.1 of Form 8-K filed on May 26, 2009)

 

3.4

 

Second Amended and Restated Agreement of Limited Partnership of Extra Space Storage LP (incorporated by reference from Exhibit 10.1 of Form 8-K filed on June 26, 2007).

 

3.5

 

Declaration of Trust of ESS Holdings Business Trust I.(1)

 

3.6

 

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 from 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 from Exhibit 4.2 of Form 8-K filed on August 2, 2005).

 

4.3

 

Junior Subordinated Note (incorporated by reference from Exhibit 4.3 of Form 10-K filed on February 26, 2010)

 

4.4

 

Trust Preferred Security Certificates (incorporated by reference from 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 from Exhibit 4.1 of Form 8-K filed on March 28, 2007).

 

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)

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Exhibit
Number
  Description
  10.3   2004 Long-Term Compensation Incentive Plan as amended and restated effective March 25, 2008 (incorporated by reference from 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 from 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 from 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 from 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 from Exhibit 10.22 of Form 10-K/A filed on March 22, 2007).

 

10.10

 

Purchase Agreement, dated June 20, 2005, among Extra Space Storage Inc. and the investors named therein (incorporated by reference from Exhibit 10.1 of Form 8-K filed on June 24, 2005).

 

10.11

 

Registration Rights Agreement, dated June 20, 2005, among Extra Space Storage Inc. and the investors named therein (incorporated by reference from Exhibit 10.1 of Form 8-K filed on June 24, 2005).

 

10.12

 

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 from Exhibit 10.1 of Form 8-K filed on August 2, 2005).

 

10.13

 

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 from Exhibit 10.1 of Form 8-K filed on August 2, 2005).

 

10.14

 

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 from Exhibit 10.1 of Form 8-K filed on March 28, 2007).

 

10.15

 

Contribution Agreement, dated June 15, 2007, among Extra Space Storage LP and various limited partnerships affiliated with AAAAA Rent-A-Space. (incorporated by reference from Exhibit 10.23 of Form 10-K filed on February 26, 2010)

 

10.16

 

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).

 

10.17

 

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).

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Exhibit
Number
  Description
  10.18   Registration Rights Agreement among Extra Space Storage LP, H. James Knuppe and Barbara Knuppe. (incorporated by reference from Exhibit 10.26 of Form 10-K filed on February 26, 2010)

 

10.19

 

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).

 

10.20

 

2004 Long Term Incentive Compensation Plan Restricted Stock Award Agreement (incorporated by reference from Exhibit 10.2 of Form 10-Q filed on November 7, 2007).

 

10.21

 

First Amendment to Extra Space Storage Inc. 2004 Non-Employee Directors' Share Plan (incorporated by reference from Exhibit 10.4 of Form 10-Q filed on November 7, 2007).

 

10.22

 

Loan Agreement between ESP Seven Subsidiary LLC as Borrower and General Electric Capital Corporation as Lender, dated October 16, 2007. (incorporated by reference from Exhibit 10.30 of Form 10-K filed on February 26, 2010)

 

10.23

 

Subscription Agreement, dated December 31, 2007, among Extra Space Storage LLC and Extra Space Development, LLC. (incorporated by reference from Exhibit 10.31 of Form 10-K filed on February 26, 2010)

 

10.24

 

First Amendment to Second Amended and Restated Agreement of Limited Partnership of Extra Space Storage LP, dated September 18, 2008. (incorporated by reference from Exhibit 10.32 of Form 10-K filed on February 26, 2010)

 

10.25

 

Revolving Promissory Note between Extra Space Properties Thirty LLC and Bank of America as Lender, dated February 13, 2009 (incorporated by reference from Exhibit 10.33 of Form 10-K filed on February 26, 2010)

 

10.26

 

Revolving Line of Credit between Extra Space Properties Thirty LLC and Bank of America as Lender, dated February 13, 2009 (incorporated by reference from Exhibit 10.34 of Form 10-K filed on February 26, 2010)

 

10.27

 

First Loan and Note Modification Agreement between Extra Space Properties Thirty LLC and Bank of America as lender, dated April 9, 2009(2)

 

10.28

 

Second Loan and Note Modification Agreement between Extra Space Properties Thirty LLC and Bank of America as lender, dated May 4, 2009(2)

 

10.29

 

Third Loan and Note Modification Agreement between Extra Space Properties Thirty LLC and Bank of America as lender, dated August 27, 2010(2)

 

10.30

 

Fourth Loan and Note Modification Agreement between Extra Space Properties Thirty LLC and Bank of America as lender, dated October 19, 2011(2)

 

10.31

 

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).

 

10.32

 

Separation and Release Agreement, dated December 7, 2011, among Extra Space Storage Inc., Extra Space Storage LP and Kent W. Christensen (incorporated by reference to Exhibit 10.1 of Form 8-K filed on December 9, 2011).

 

10.33

 

Retention Agreement, dated February 21, 2012, between Extra Space Storage Inc. and Karl Haas, incorporated by reference to Exhibit 10.1 of Form 8-K filed on February 21, 2012).

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Exhibit
Number
  Description
  14.0   Code of Business Conduct and Ethics adopted May 23, 2007 (incorporated by reference from the Definitive Proxy Statement on Form 14A filed on April 14, 2008.)

 

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

 

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, 2011, filed with the SEC on February 29, 2012, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets as of December 31, 2011 and 2010; (ii) Consolidated Statements of Operations for the years ended December 31, 2011, 2010 and 2009; (iii) Consolidated Statements of Stockholders' Equity for the years ended December 31, 2011, 2010 and 2009; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009; and (v) Notes to Consolidated Financial Statements.

(1)
Incorporated by reference from our Registration Statement on Form S-11 (File No. 333-115436 dated August 11, 2004).

(2)
Filed herewith

(3)
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act, are deemed not filed for purposes of Section 18 of the Exchange Act, and otherwise are not subject to liability under these sections.

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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, 2012   EXTRA SPACE STORAGE INC.

 

 

By:

 

/s/ SPENCER F. KIRK

Spencer F. Kirk
Chairman and 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, 2012   By:   /s/ SPENCER F. KIRK

Spencer F. Kirk
Chairman and Chief Executive Officer
(Principal Executive Officer)

Date: February 29, 2012

 

By:

 

/s/ P. SCOTT STUBBS

P. Scott Stubbs
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)

Date: February 29, 2012

 

By:

 

/s/ GRACE KUNDE

Grace Kunde
Vice President and Corporate Controller
(Principal Accounting Officer)

Date: February 29, 2012

 

By:

 

/s/ JOSEPH D. MARGOLIS

Joseph D. Margolis
Director

Date: February 29, 2012

 

By:

 

/s/ ROGER B. PORTER

Roger B. Porter
Director

Date: February 29, 2012

 

By:

 

/s/ K. FRED SKOUSEN

K. Fred Skousen
Director

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