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Extra Space Storage Inc. - Annual Report: 2012 (Form 10-K)


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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, 2012

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. o

         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 $2,990,113,517 based upon the closing price on the New York Stock Exchange on June 29, 2012, 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, 2013 was 110,742,088.

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 2013 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

   
20
 

Item 2.

 

Properties

   
20
 

Item 3.

 

Legal Proceedings

   
25
 

Item 4.

 

Mine Safety Disclosures

   
25
 

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

   
27
 

Item 7.

 

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

   
28
 

Item 7A.

 

Quantitative and Qualitative Disclosures About Market Risk

   
46
 

Item 8.

 

Financial Statements and Supplementary Data

   
47
 

Item 9.

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

   
109
 

Item 9A.

 

Controls and Procedures

   
109
 

Item 9B.

 

Other Information

   
111
 

PART III

   
111
 

Item 10.

 

Directors, Executive Officers and Corporate Governance

   
111
 

Item 11.

 

Executive Compensation

   
112
 

Item 12.

 

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

   
112
 

Item 13.

 

Certain Relationships and Related Transactions, and Director Independence

   
112
 

Item 14.

 

Principal Accounting Fees and Services

   
112
 

PART IV

   
113
 

Item 15.

 

Exhibits and Financial Statement Schedules

   
113
 

SIGNATURES

   
117
 

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Statements Regarding Forward-Looking Information

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

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

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

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

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

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

    potential liability for uninsured losses and environmental contamination;

    the impact of the regulatory environment as well as national, state, and local laws and regulations including, without limitation, those governing Real Estate Investment Trusts ("REITs"), which could increase our expenses and reduce our cash available for distribution;

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

    increased interest rates and operating costs;

    reductions in asset valuations and related impairment charges;

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

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

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

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

        The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. These beliefs, assumptions and

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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, 2012, we held ownership interests in 729 operating properties. Of these operating properties, 448 are wholly-owned, and 281 are owned in joint venture partnerships. An additional 181 operating properties are owned by 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 910. These operating properties are located in 34 states, Washington, D.C. and Puerto Rico and contain approximately 67.0 million square feet of net rentable space in approximately 610,000 units and currently serve a customer base of over 490,000 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 and redeveloping self-storage facilities. 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, which are located at 2795 East Cottonwood Parkway, Suite 400, Salt Lake City, Utah 84121, telephone number (801) 365-4600.

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Management

        Members of our executive management team have significant experience in all aspects of the self-storage industry, having acquired and/or developed a significant number of properties since before our IPO. Our executive management team and their years of industry experience are as follows: Spencer F. Kirk, Chief Executive Officer, 15 years; Scott Stubbs, Executive Vice President and Chief Financial Officer, 12 years; Karl Haas, Executive Vice President and Chief Operating Officer, 25 years; Charles L. Allen, Executive Vice President and Chief Legal Officer, 15 years; and Kenneth M. Woolley, Executive Chairman and Chief Investment Officer, 32 years.

        Our executive management team and board of directors have a significant ownership position in the Company with executive officers and directors owning approximately 6,119,889 shares or 5.5% of our outstanding common stock as of February 15, 2013.

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 5 feet by 5 feet to 20 feet by 20 feet, with an interior height of 8 feet 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.

        Since inception in the early 1970's, the self-storage industry has experienced significant growth. According to the Self-Storage Almanac (the "Almanac"), in 2002 there were only 35,176 self-storage properties in the United States, with an average physical occupancy rate of 85.4% of net rentable square feet, compared to 50,859 self-storage properties in 2012 with an average physical 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.

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        The industry is also characterized by fragmented ownership. According to the Almanac, the top ten self-storage companies in the United States owned approximately 11.4% 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, 2012. 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:

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

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

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

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Financing of Our Long-Term Growth Strategies

    Acquisition and Development Financing  

      The following table presents information on our lines of credit (the "Credit Lines") for the periods indicated (amounts in thousands):

 
  As of December 31, 2012    
   
   
   
Line of Credit
  Amount
Drawn
  Capacity   Interest
Rate
  Origination
Date
  Maturity   Basis Rate   Notes

Credit Line 1

  $ 35,000   $ 75,000     2.36 % 2/13/2009   2/13/2014   LIBOR plus 2.15%   (1)(4)(5)

Credit Line 2

        75,000     2.41 % 6/4/2010   5/31/2013   LIBOR plus 2.20%   (2)(4)(5)

Credit Line 3

        40,000     2.41 % 11/16/2010   11/16/2013   LIBOR plus 2.20%   (3)(4)(5)

Credit Line 4

    50,000     50,000     2.36 % 4/29/2011   5/1/2014   LIBOR plus 2.15%   (3)(4)(5)
                               

  $ 85,000   $ 240,000                      
                               

(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

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

    Joint Venture Financing  

      We own 280 of our stabilized properties and one of our lease-up properties through joint ventures with third parties, including affiliates of Prudential Financial, Inc. In each joint venture, we generally manage the day-to-day operations of the underlying properties and have the right to participate in major decisions relating to sales of properties or financings by the applicable joint venture. Our joint venture partners typically provide most of the equity capital required for the operation of the respective business. Under the operating agreements for the joint ventures, we maintain the right to receive between 2.0% and 58.3% of the available cash flow from operations after our joint venture partners and the Company have received a predetermined return, and between 17.0% and 65.0% of the available cash flow from capital transactions after our joint venture partners and the Company have received a return of their capital plus such predetermined return. Most joint venture agreements include buy-sell rights, as well as rights of first refusal in connection with the sale of properties by the joint venture.

    Disposition of Properties  

      We will continue to review our portfolio for properties or groups of properties that are not strategically located and determine whether to dispose of these properties to fund other growth.

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

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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, 2013, we had 2,283 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 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

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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:

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

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

    a decline or worsening of the current economic environment;

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

    perceptions by prospective users of our self-storage properties of the safety, convenience and attractiveness of our properties and the neighborhoods in which they are located;

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

    the impact of environmental protection laws;

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

    changes in tax, real estate and zoning laws.

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 1,925 field personnel as of February 15, 2013 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.

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.

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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 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

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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.

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

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

We face competition for the acquisition of 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.

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

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

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

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

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

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

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

        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 was determined by our senior management team.

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

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

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

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

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

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

        In deciding whether to develop or redevelop a particular property, we make certain assumptions regarding the expected future performance of 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.

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        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, who have 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 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, 2012, we held interests in 281 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

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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.

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

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

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

        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

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purport to waive or restrict our fiduciary duties that would be in effect under common law were it not for the partnership agreement.

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

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

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

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

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

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

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

        Distributions in excess of our current and accumulated earnings and profits and not treated by us as a dividend will not be taxable to a U.S. stockholder under current U.S. federal income tax law to the extent those distributions do not exceed the stockholder's adjusted tax basis in his, her, or its common

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stock, but instead will constitute a return of capital and will reduce such adjusted basis. If distributions result in a reduction of a stockholder's adjusted basis in such holder's common stock, subsequent sales of such holder's common stock will result in recognition of an increased capital gain or decreased capital loss due to the reduction in such adjusted basis.

Risks Related to the Real Estate Industry

Our primary business involves the ownership and operation of 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.

        Uncertainty in the credit markets may negatively impact our ability to access additional debt financing or to refinance existing debt maturities on favorable terms (or at all), which may negatively affect our ability to make acquisitions and fund development projects. A downturn in the credit markets may cause us to seek alternative sources of potentially less attractive financing, and may require us to adjust our business plan accordingly. In addition, these factors may make it more difficult for us to sell 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, 2012, we had approximately $1.6 billion of outstanding indebtedness. We may incur additional debt in connection with future acquisitions and development. We may borrow under our Credit Lines or borrow new funds to finance these future 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:

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

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

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

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

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

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

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

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

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

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

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

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

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, 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, 2012, we had approximately $1.6 billion of debt outstanding, of which approximately $298.7 million or 19.0% was subject to variable interest rates (excluding debt with interest rate swaps). This variable rate debt had a weighted average interest rate of approximately 2.3% 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. 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

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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:

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

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

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

        In addition, if we fail to qualify as a REIT, we will not be required to make distributions to stockholders, and all distributions to stockholders will be subject to tax as regular corporate dividends to the extent of our current and accumulated earnings and profits. This means that our U.S. individual stockholders would be taxed on our dividends at capital gains rates, and our U.S. corporate

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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, 2012, we owned or had ownership interests in 729 operating self-storage properties. Of these properties, 448 are wholly-owned and 281 are held in joint ventures. In addition, we managed an additional 181 properties for third parties bringing the total number of properties which we own and/or manage to 910. These properties are located in 34 states, Washington, D.C. and Puerto Rico. We receive a management fee generally equal to approximately 6% of cash collected from total revenues to manage the joint venture and third party sites. As of December 31, 2012, we owned and/or managed approximately 67.0 million square feet of rentable space configured in approximately 610,000 separate storage units. Approximately 81% 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, 2012, over 490,000 tenants were leasing storage units at the 910 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, 2012, the average length of stay was approximately 13 months. The average annual rent per square foot at these stabilized properties was approximately $13.88 at December 31, 2012, compared to $13.50 at December 31, 2011.

        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.

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        The following table presents additional information regarding the occupancy of our stabilized properties by state as of December 31, 2012 and 2011. The information as of December 31, 2011, is on a pro forma basis as though all the properties owned at December 31, 2012, were under our control as of December 31, 2011.


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,
2012(1)
  Number of
Units
as of
December 31,
2011
  Net Rentable
Square Feet
as of
December 31,
2012(2)
  Net Rentable
Square Feet
as of
December 31,
2011
  Square
Foot
Occupancy %
December 31,
2012
  Square
Foot
Occupancy %
December 31,
2011
 

Wholly-owned properties

                                           

Alabama

    4     1,971     1,957     233,643     233,429     85.4 %   77.2 %

Arizona

    9     5,754     5,745     664,711     664,886     87.4 %   86.5 %

California

    78     58,300     58,107     6,008,132     6,009,544     87.0 %   83.6 %

Colorado

    11     5,290     5,256     660,425     661,320     88.6 %   86.5 %

Connecticut

    4     2,644     2,650     257,813     257,848     88.8 %   90.0 %

Florida

    43     29,213     29,197     3,175,399     3,178,605     86.5 %   84.2 %

Georgia

    17     9,190     9,194     1,176,667     1,177,561     86.9 %   84.1 %

Hawaii

    2     2,788     2,796     137,785     138,084     86.0 %   85.7 %

Illinois

    12     8,070     8,032     872,672     873,699     90.6 %   85.8 %

Indiana

    9     4,600     4,615     542,543     541,609     89.6 %   87.2 %

Kansas

    1     506     505     50,350     50,340     84.9 %   89.5 %

Kentucky

    4     2,151     2,155     254,115     254,065     90.1 %   89.2 %

Louisiana

    2     1,412     1,413     149,865     150,165     89.3 %   88.5 %

Maryland

    20     14,559     14,536     1,572,741     1,570,891     87.3 %   87.4 %

Massachusetts

    32     19,572     19,390     2,000,034     1,988,816     89.2 %   88.8 %

Michigan

    3     1,781     1,772     253,072     252,512     87.1 %   87.7 %

Missouri

    6     3,155     3,156     374,537     374,912     86.9 %   88.5 %

Nevada

    5     3,207     3,214     546,203     495,277     83.4 %   79.2 %

New Hampshire

    2     1,005     1,005     125,773     124,873     90.2 %   90.3 %

New Jersey

    44     35,248     35,328     3,402,478     3,404,398     89.6 %   87.7 %

New Mexico

    3     1,592     1,579     216,064     215,864     86.2 %   87.8 %

New York

    21     17,543     17,552     1,481,265     1,481,570     89.0 %   88.6 %

Ohio

    18     9,670     9,748     1,257,321     1,248,006     88.9 %   83.7 %

Oregon

    2     1,409     1,409     174,660     174,670     92.0 %   93.0 %

Pennsylvania

    9     5,728     5,726     650,755     655,710     88.8 %   90.2 %

Rhode Island

    2     1,180     1,181     130,836     130,756     86.3 %   84.2 %

South Carolina

    5     2,700     2,698     327,725     327,478     85.9 %   84.6 %

Tennessee

    9     4,926     4,889     673,159     668,954     85.3 %   84.3 %

Texas

    25     16,095     16,085     1,894,205     1,891,005     87.4 %   85.5 %

Utah

    8     4,032     3,845     503,750     484,974     87.3 %   87.0 %

Virginia

    11     7,485     7,490     757,546     757,432     86.8 %   86.3 %

Washington

    5     3,054     3,072     370,630     370,745     86.6 %   84.2 %
                               

Total Wholly-Owned Stabilized

    426     285,830     285,297     30,896,874     30,809,998     87.8 %   85.8 %
                               

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  Company   Pro forma   Company   Pro forma   Company   Pro forma  
Location
  Number of
Properties
  Number of
Units
as of
December 31,
2012(1)
  Number of
Units
as of
December 31,
2011
  Net Rentable
Square Feet
as of
December 31,
2012(2)
  Net Rentable
Square Feet
as of
December 31,
2011
  Square
Foot
Occupancy %
December 31,
2012
  Square
Foot
Occupancy %
December 31,
2011
 

Joint-venture properties

                                           

Alabama

    2     1,147     1,145     145,213     145,063     89.7 %   84.6 %

Arizona

    7     4,211     4,195     493,191     493,422     88.6 %   89.2 %

California

    77     55,510     55,292     5,732,449     5,732,572     90.9 %   88.0 %

Colorado

    2     1,320     1,316     158,553     158,513     88.5 %   82.3 %

Connecticut

    7     5,298     5,299     612,255     611,890     88.9 %   89.2 %

Delaware

    1     589     585     71,680     71,680     92.8 %   93.7 %

Florida

    19     15,274     15,673     1,532,906     1,565,600     87.8 %   85.4 %

Georgia

    2     1,061     1,063     151,684     151,644     86.8 %   79.5 %

Illinois

    6     4,328     4,288     436,411     436,371     89.4 %   87.6 %

Indiana

    5     2,145     2,135     283,611     284,591     91.9 %   89.3 %

Kansas

    2     842     838     108,990     108,905     85.0 %   82.2 %

Kentucky

    4     2,289     2,281     270,013     269,845     89.5 %   87.1 %

Maryland

    13     10,534     10,492     1,023,779     1,019,754     88.8 %   87.9 %

Massachusetts

    13     6,871     6,867     777,077     777,977     90.2 %   86.7 %

Michigan

    8     4,749     4,696     611,558     611,943     91.2 %   88.8 %

Missouri

    1     532     530     61,275     61,275     88.5 %   90.8 %

Nevada

    5     3,062     3,082     325,923     326,895     86.7 %   81.7 %

New Hampshire

    3     1,309     1,310     137,024     137,314     89.7 %   87.2 %

New Jersey

    16     12,869     12,880     1,356,579     1,357,758     90.7 %   87.9 %

New Mexico

    7     3,612     3,603     398,007     398,376     80.8 %   85.2 %

New York

    13     14,119     14,121     1,106,469     1,105,940     92.8 %   89.9 %

Ohio

    8     3,946     3,926     531,937     532,477     87.1 %   85.8 %

Oregon

    1     652     651     64,970     64,970     93.2 %   94.9 %

Pennsylvania

    10     7,944     7,991     799,590     799,911     89.6 %   88.9 %

Tennessee

    17     9,288     9,238     1,214,916     1,213,839     85.8 %   84.7 %

Texas

    17     10,536     10,464     1,388,171     1,381,405     89.3 %   88.2 %

Virginia

    13     9,337     9,343     993,256     993,239     86.7 %   87.2 %

Washington, DC

    1     1,529     1,529     101,989     101,989     90.6 %   89.1 %
                               

Total Joint-Ventures Stabilized

    280     194,903     194,833     20,889,476     20,915,158     89.4 %   87.4 %
                               

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Table of Contents

 
   
  Company   Pro forma   Company   Pro forma   Company   Pro forma  
Location
  Number of
Properties
  Number of
Units
as of
December 31,
2012(1)
  Number of
Units
as of
December 31,
2011
  Net Rentable
Square Feet
as of
December 31,
2012(2)
  Net Rentable
Square Feet
as of
December 31,
2011
  Square
Foot
Occupancy %
December 31,
2012
  Square
Foot
Occupancy %
December 31,
2011
 

Managed properties

                                           

Arizona

    1     578     578     67,460     67,300     69.5 %   54.8 %

California

    48     32,763     33,075     4,275,594     4,255,844     73.8 %   71.6 %

Colorado

    4     1,525     1,521     167,393     167,290     91.0 %   87.6 %

Connecticut

    1     481     489     61,480     61,360     78.6 %   72.8 %

Florida

    17     9,016     9,025     1,059,613     1,053,656     81.8 %   78.0 %

Georgia

    2     1,437     1,432     183,800     180,550     80.0 %   77.0 %

Hawaii

    3     3,449     3,516     195,833     202,429     65.5 %   57.1 %

Illinois

    5     2,984     2,952     312,785     312,808     88.4 %   74.5 %

Indiana

    1     498     501     55,225     55,225     81.0 %   74.9 %

Kentucky

    1     535     526     66,868     66,100     89.4 %   91.2 %

Louisiana

    1     1,013     1,015     134,940     135,315     76.5 %   65.7 %

Maryland

    7     4,237     4,216     448,335     448,500     90.3 %   87.2 %

Massachusetts

    4     4,267     4,306     376,423     376,623     61.7 %   59.8 %

Missouri

    2     1,206     1,222     151,716     152,736     84.7 %   82.2 %

Nevada

    2     1,562     1,566     170,575     170,375     75.6 %   78.4 %

New Jersey

    7     4,114     4,127     430,198     427,358     74.4 %   70.3 %

New Mexico

    2     1,109     1,105     132,137     132,262     88.8 %   87.5 %

North Carolina

    8     5,130     5,224     577,589     577,804     80.0 %   79.0 %

Pennsylvania

    15     6,980     7,031     860,662     860,285     82.9 %   79.5 %

South Carolina

    1     606     617     88,430     88,130     88.6 %   80.5 %

Tennessee

    3     1,503     1,491     206,465     205,225     87.3 %   86.4 %

Texas

    8     4,119     4,128     551,599     544,094     87.0 %   83.4 %

Utah

    1     795     795     136,005     136,005     74.8 %   74.8 %

Virginia

    4     2,517     2,516     258,481     258,472     76.0 %   74.6 %

Washington

    1     468     464     56,590     56,590     85.6 %   82.9 %

Washington, DC

    2     1,263     1,263     112,459     112,459     84.7 %   89.0 %

Puerto Rico

    4     2,775     2,775     289,003     289,003     80.2 %   80.2 %
                               

Total Managed Stabilized

    155     96,930     97,476     11,427,658     11,393,798     78.3 %   75.3 %
                               

Total Stabilized Properties

    861     577,663     577,606     63,214,008     63,118,954     86.6 %   84.5 %
                               

(1)
Represents unit count as of December 31, 2012, which may differ from unit count as of December 31, 2011, due to unit conversions or expansions.

(2)
Represents net rentable square feet as of December 31, 2012, which may differ from net rentable square feet as of December 31, 2011, due to unit conversions or expansions.

        The following table presents additional information regarding the occupancy of our lease-up properties by state as of December 31, 2012 and 2011. The information as of December 31, 2011, is on a pro forma basis as though all the properties owned at December 31, 2012, were under our control as of December 31, 2011.

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Table of Contents

Lease-up 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,
2012(1)
  Number of
Units
as of
December 31,
2011
  Net Rentable
Square Feet
as of
December 31,
2012(2)
  Net Rentable
Square Feet
as of
December 31,
2011
  Square
Foot
Occupancy %
December 31,
2012
  Square
Foot
Occupancy %
December 31,
2011
 

Wholly-owned properties

                                           

Arizona

    1     633     636     71,355     71,355     57.0 %   36.0 %

California

    8     5,455     4,806     591,953     528,983     78.5 %   66.6 %

Florida

    7     5,522     5,670     576,266     577,001     81.1 %   54.4 %

Maryland

    2     1,675     1,677     172,035     172,035     72.5 %   45.3 %

Massachusetts

    1     684     615     72,770     74,025     64.4 %   63.8 %

New Jersey

    1     614     575     66,267     66,967     90.6 %   75.4 %

Oregon

    1     731     717     75,950     75,950     92.0 %   77.3 %

Tennessee

    1     517     505     70,700     68,750     77.1 %   68.9 %
                               

Total Wholly-Owned in Lease up

    22     15,831     15,201     1,697,296     1,635,066     78.3 %   59.5 %
                               

Joint-venture properties

                                           

California

    1     971     982     88,013     87,853     88.5 %   75.2 %
                               

Total Joint-Ventures in Lease up

    1     971     982     88,013     87,853     88.5 %   75.2 %
                               

Managed properties

                                           

Colorado

    2     1,086     1,100     121,044     121,494     87.9 %   44.0 %

Florida

    6     4,113     4,174     404,548     401,422     66.2 %   56.8 %

Georgia

    4     2,138     2,167     374,470     374,104     72.9 %   62.3 %

Maryland

    2     1,822     955     170,295     88,200     45.5 %   12.1 %

Massachusetts

    2     1,572     1,573     137,337     137,207     43.9 %   33.0 %

New York

    1     908         94,545         22.2 %   0.0 %

North Carolina

    3     1,353     643     175,592     103,655     64.5 %   81.8 %

Pennsylvania

    1     852     866     68,409     68,609     81.3 %   74.6 %

Rhode Island

    1     964     969     91,095     91,075     41.0 %   42.4 %

South Carolina

    1     720     734     76,335     76,435     83.3 %   65.4 %

Texas

    2     1,551     1,594     171,238     172,377     50.7 %   26.8 %

Utah

    1     429         66,750         82.8 %   0.0 %
                               

Total Managed in Lease up

    26     17,508     14,775     1,951,658     1,634,578     62.4 %   51.5 %
                               

Total Lease up Properties

    49     34,310     30,958     3,736,967     3,357,497     70.2 %   56.0 %
                               

(1)
Represents unit count as of December 31, 2012, which may differ from unit count as of December 31, 2011, due to unit conversions or expansions.

(2)
Represents net rentable square feet as of December 31, 2012, which may differ from net rentable square feet as of December 31, 2011, due to unit conversions or expansions.

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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.


PART II

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

Market Information

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

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

 
   
  Range    
 
 
   
  Dividends
Declared
 
Year
  Quarter   High   Low  

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  

2012

 

1st

   
28.92
   
23.80
   
0.20
 

  2nd     30.82     27.45     0.20  

  3rd     35.17     30.21     0.20  

  4th     36.56     32.59     0.25  

        On February 15, 2013, the closing price of our common stock as reported by the NYSE was $38.70. At February 15, 2013, we had 275 holders of record of our common stock. Certain shares of the Company are held in "street" name and accordingly, the number of beneficial owners of such shares is not known or included in the foregoing number.

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

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

Unregistered Sales of Equity Securities

        On April 26, 2012, we issued 684,685 shares of our common stock and the Operating Partnership paid approximately $87.7 million in cash to holders of the Operating Partnership's exchangeable senior

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notes in exchange for approximately $87.7 million in aggregate principal amount of the exchangeable senior notes at the request of holders pursuant to the terms of the indenture governing the notes.

        The shares were issued in transactions exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 of Regulation D promulgated thereunder. The issuance of the shares did not involve a public offering and was made without general solicitation or advertising.

        In December 2012, we issued 304,817 shares of our common stock to limited partners in the Operating Partnership in exchange for an equal number of Operating Partnership units. The shares were issued pursuant to the terms of the partnership agreement of the Operating Partnership in transactions exempt from registration pursuant to Section 4(2) of the Securities Act.

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Table of Contents


Item 6.    Selected Financial Data

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

 
  For the Year Ended December 31,  
 
  2012   2011   2010   2009   2008  

Revenues:

                               

Property rental

  $ 346,874   $ 268,725   $ 232,447   $ 238,256   $ 235,695  

Tenant reinsurance and management fees

    62,522     61,105     49,050     41,890     37,036  
                       

Total revenues

    409,396     329,830     281,497     280,146     272,731  
                       

Expenses:

                               

Property operations

    114,028     95,481     86,165     88,935     84,522  

Tenant reinsurance

    7,869     6,143     6,505     5,461     5,066  

Acquisition related costs, loss on sublease and severance

    5,351     5,033     3,235     21,236     1,727  

General and administrative

    50,454     49,683     44,428     40,224     39,388  

Depreciation and amortization

    74,453     58,014     50,349     52,403     49,566  
                       

Total expenses

    252,155     214,354     190,682     208,259     180,269  
                       

Income from operations

    157,241     115,476     90,815     71,887     92,462  

Interest expense

   
(72,294

)
 
(69,062

)
 
(65,780

)
 
(69,818

)
 
(68,671

)

Interest income

    6,666     5,877     5,748     6,432     8,249  

Gain on repurchase of exchangeable senior notes

                27,928     6,311  

Loss on investments available for sale

                    (1,415 )
                       

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

    91,613     52,291     30,783     36,429     36,936  

Equity in earnings of real estate ventures

   
10,859
   
7,287
   
6,753
   
6,964
   
6,932
 

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

    30,630                  

Income tax expense

    (5,413 )   (1,155 )   (4,162 )   (4,300 )   (519 )
                       

Net income

    127,689     58,423     33,374     39,093     43,349  

Noncontrolling interests in Operating Partnership and other

   
(10,380

)
 
(7,974

)
 
(7,043

)
 
(7,116

)
 
(7,568

)
                       

Net income attributable to common stockholders

  $ 117,309   $ 50,449   $ 26,331   $ 31,977   $ 35,781  
                       

Net income per common share

                               

Basic

  $ 1.15   $ 0.55   $ 0.30   $ 0.37   $ 0.46  

Diluted

  $ 1.14   $ 0.54   $ 0.30   $ 0.37   $ 0.46  

Weighted average number of shares

                               

Basic

    102,290,200     92,097,008     87,324,104     86,343,029     76,966,754  

Diluted

    106,523,015     96,683,508     92,050,453     91,082,834     82,352,988  

Cash dividends paid per common share

 
$

0.85
 
$

0.56
 
$

0.40
 
$

0.38
 
$

1.00
 

Balance Sheet Data

                               

Total assets

  $ 3,223,477   $ 2,517,524   $ 2,249,820   $ 2,407,566   $ 2,291,008  

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

  $ 1,577,599   $ 1,363,656   $ 1,402,977   $ 1,402,977   $ 1,286,820  

Noncontrolling interests

  $ 53,524   $ 54,814   $ 57,670   $ 62,040   $ 68,023  

Total stockholders' equity

  $ 1,491,807   $ 1,018,947   $ 881,401   $ 884,179   $ 878,770  

Other Data

                               

Net cash provided by operating activities

  $ 215,879   $ 144,164   $ 104,815   $ 81,165   $ 98,391  

Net cash used in investing activities

  $ (606,938 ) $ (251,919 ) $ (83,706 ) $ (104,410 ) $ (244,481 )

Net cash provided by (used in) financing activities

  $ 395,360   $ 87,489   $ (106,309 ) $ 91,223   $ 172,685  

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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.

        At December 31, 2012, we owned, had ownership interests in, or managed 910 operating properties in 34 states, Washington, D.C. and Puerto Rico. Of these 910 operating properties, we owned 448, we held joint venture interests in 281 properties, and our taxable REIT subsidiary, Extra Space Management, Inc., operated an additional 181 properties that are owned by third parties. These operating properties contain approximately 67.0 million square feet of rentable space in approximately 610,000 units and currently serve a customer base of over 490,000 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 state-of-the-art, web-based tracking and yield management technology, and an industry-leading revenue management system. Developed by our management team, these systems enable us to analyze, set and adjust rental rates in real time across our portfolio in order to respond to changing market conditions. We believe our systems and processes allow us to more proactively manage revenues.

        We derive substantially all of our revenues from rents received from tenants under existing leases at each of our wholly-owned self-storage properties, from management fees on the properties we manage for joint-venture partners and unaffiliated third parties, and from our tenant reinsurance program. Our management fee is generally equal to approximately 6% 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 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 our systems.

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        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:

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

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

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

        During 2012, we acquired 91 wholly-owned properties and completed the development of one wholly-owned property.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

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

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

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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, 2012, 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 5 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 three 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 five 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.

        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

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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.

        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 hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.

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

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

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        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.

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

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

RECENT ACCOUNTING PRONOUNCEMENTS

        In July 2012, the Financial Accounting Standards Board issued ASU No. 2012-02, "Testing Indefinite-Lived Intangible Assets for Impairment" ("ASU 2012-02"), which provides companies with the option to first assess qualitative factors in determining whether events and circumstances indicate that it is more likely than not that an indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, an entity concludes that it is not more likely than not that an indefinite-lived intangible asset is impaired, then the entity is not required to take further action. However, if an entity concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying value. Previously, companies were required to perform the quantitative impairment test at least annually. As permitted, we adopted these provisions in 2012. The adoption of ASU 2012-02 did not have a material impact on our financial position or results of operations.

RESULTS OF OPERATIONS

Comparison of the Year Ended December 31, 2012 to the Year Ended December 31, 2011

Overview

        Results for the year ended December 31, 2012, included the operations of 729 properties (449 of which were consolidated and 280 of which were in joint ventures accounted for using the equity method) compared to the results for the year ended December 31, 2011, which included operations of 697 properties (357 of which were consolidated and 340 of which were in joint ventures accounted for using the equity method).

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Revenues

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

 
  For the Year Ended
December 31,
   
   
 
 
  2012   2011   $ Change   % Change  

Revenues:

                         

Property rental

  $ 346,874   $ 268,725   $ 78,149     29.1 %

Tenant reinsurance

    36,816     31,181     5,635     18.1 %

Management fees

    25,706     29,924     (4,218 )   (14.1 )%
                   

Total revenues

  $ 409,396   $ 329,830   $ 79,566     24.1 %
                   

        Property Rental—The increase in property rental revenues consists primarily of an increase of $56,777 associated with acquisitions completed in 2012 and 2011. We completed the acquisition of 91 properties during 2012 and 55 properties during 2011. In addition, revenues increased by $15,493 as a result of increases in occupancy and rental rates to existing customers at our stabilized properties. We have seen no significant increase in overall customer renewal rates; our average length of stay is approximately 13 months. For existing customers we seek to increase rental rates approximately 7% to 10% at least annually. Occupancy at our stabilized properties increased to 87.8% at December 31, 2012, as compared to 85.8% at December 31, 2011. Rental rates to new tenants increased by approximately 4.1% over the same period in the prior year. Finally, revenues at our lease-up properties increased by $5,879 as a result of increased occupancy.

        Tenant Reinsurance—The increase in tenant reinsurance revenues was partially due to the increase in overall customer participation to 67% at December 31, 2012, compared to approximately 63% at December 31, 2011. In addition, we operated 910 properties at December 31, 2012, compared to 882 at December 31, 2011.

        Management Fees—Our taxable REIT subsidiary, Extra Space Management, Inc., manages properties owned by our joint ventures and third parties. Management fees generally represent 6% of cash collected from properties owned by third parties 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 year ended December 31, 2011 for restatement purposes, $4,425 of asset management fees earned during the five-year period ended December 31, 2010, was recorded in the year ended December 31, 2011. There were no such adjustments made during the year ended December 31, 2012.

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Expenses

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

 
  For the Year Ended
December 31,
   
   
 
 
  2012   2011   $ Change   % Change  

Expenses:

                         

Property operations

  $ 114,028   $ 95,481   $ 18,547     19.4 %

Tenant reinsurance

    7,869     6,143     1,726     28.1 %

Acquisition-related costs

    5,351     2,896     2,455     84.8 %

Severance costs

        2,137     (2,137 )   (100.0 )%

General and administrative

    50,454     49,683     771     1.6 %

Depreciation and amortization

    74,453     58,014     16,439     28.3 %
                   

Total expenses

  $ 252,155   $ 214,354   $ 37,801     17.6 %
                   

        Property Operations—The increase in property operations expense consists primarily of increases of $18,375 related to acquisitions completed in 2012 and 2011. We completed the acquisition of 91 properties during the year ended December 31, 2012 and completed the acquisition of 55 properties during the year ended December 31, 2011.

        Tenant Reinsurance—Tenant reinsurance expense represents the costs that are incurred to provide tenant reinsurance. The increase is due primarily to approximately $1,000 of claims related to Superstorm Sandy which affected sites in the northeastern United States in October 2012.

        Acquisition-Related 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 2012, we acquired 91 properties, compared to 55 properties during 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, 2012.

        General and Administrative—General and administrative expenses primarily include all expenses not related to our properties, including corporate payroll, travel and professional fees. The expenses are recognized as incurred. General and administrative expense increased over the prior year primarily as a result of the costs related to the management of additional properties. During the year ended December 31, 2012, we purchased 91 properties, 31 of which we did not previously manage. We did not observe any material trends specific to payroll, travel or other expense that contributed significantly to the increase in general and administrative expenses apart from the increase due to the management of additional properties. 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, 2012.

        Depreciation and Amortization—Depreciation and amortization expense increased as a result of the acquisition and development of new properties. We acquired 91 properties and completed the development of one property during the year ended December 31, 2012.

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Other Income and Expenses

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

 
  For the Year Ended
December 31,
   
   
 
 
  2012   2011   $ Change   % Change  

Other income and expenses:

                         

Interest expense

  $ (71,850 ) $ (67,301 ) $ (4,549 )   6.8 %

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

    (444 )   (1,761 )   1,317     (74.8 )%

Interest income

    1,816     1,027     789     76.8 %

Interest income on note receivable from Preferred Operating Partnership unit holder

    4,850     4,850          

Equity in earnings of real estate ventures

    10,859     7,287     3,572     49.0 %

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

    30,630         30,630     100.0 %

Income tax expense

    (5,413 )   (1,155 )   (4,258 )   100.0 %
                   

Total other expense, net

  $ (29,552 ) $ (57,053 ) $ 27,501     (48.2 )%
                   

        Interest Expense—The increase in interest expense was primarily the result of an increase in the total amount of debt outstanding. At December 31, 2012, our total face value of debt was $1,574,280, compared to total face value of debt of $1,359,254 at December 31, 2011. The increase was partially offset by lower average interest rates of 4.2% as of December 31, 2012, compared to 4.7% as of December 31, 2011.

        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. All of the outstanding notes were surrendered for exchange in April 2012.

        Interest Income—Interest income represents amounts earned on cash and cash equivalents deposited with financial institutions. The increase in interest income is due to higher average cash balances during the year ended December 31, 2012, primarily as a result of the cash proceeds received from stock offerings completed in April 2012 and November 2012.

        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, which resulted from higher occupancy and rental rates to new and existing customers. This increase was partially offset by a slight decrease in equity in earnings due to the acquisition of our joint venture partners' interests in two joint ventures in July 2012 and November 2012.

        During 2011, there was an increase of approximately $1,100 in equity in earnings as a result of the asset management fee expense recorded by the SPI joint venture in the prior year. 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 that was recorded during the year ended

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December 31, 2011, increased asset management fee revenues by $4,425 and decreased equity in earnings by $1,106. There were no similar adjustments made during the year ended December 31, 2012.

        Equity in Earnings of Real Estate Ventures—Gain on Sale of Real Estate Assets and Purchase of Joint Venture Partners' Interests—In December 2012, two joint ventures in which we held a 20.0% equity interest, each sold its only self-storage property. As a result of the sales, the joint ventures were dissolved, and we received cash proceeds which resulted in a gain of $1,409.

        On November 30, 2012, we acquired our joint venture partner's 80.0% interest in the Storage Portfolio Bravo II LLC joint venture ("SPB II"). This transaction resulted in a non-cash gain of $10,171, which represents the increase in fair value of our 20.0% interest in SPB II from the formation of the joint venture to the acquisition date.

        On July 2, 2012, we acquired Prudential Real Estate Investors' ("PREI®") 94.9% interest in the ESS PRISA III LLC joint venture ("PRISA III"). This transaction resulted in a non-cash gain of $13,499, which represents the increase in fair value of our 5.1% interest in PRISA III from the formation of the joint venture to the acquisition date.

        In February 2012, a joint venture in which we held a 40% equity interest sold its only self-storage property. As a result of the sale, the joint venture was dissolved, and we received cash proceeds which resulted in a gain of $5,550.

        Income Tax Expense—The increase in income tax expense relates primarily to increased tenant reinsurance income earned by our taxable REIT subsidiary.

Net Income Allocated to Noncontrolling Interests

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

 
  For the Year Ended
December 31,
   
   
 
 
  2012   2011   $ Change   % Change  

Net income allocated to noncontrolling interests:

                         

Net income allocated to Preferred Operating Partnership noncontrolling interests

  $ (6,876 ) $ (6,289 ) $ (587 )   9.3 %

Net income allocated to Operating Partnership and other noncontrolling interests

    (3,504 )   (1,685 )   (1,819 )   108.0 %
                   

Total income allocated to noncontrolling interests:                             

  $ (10,380 ) $ (7,974 ) $ (2,406 )   30.2 %
                   

        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 0.9% and 1.0% of the remaining net income allocated after the adjustment for the fixed distribution paid for the years ended December 31, 2012 and 2011, respectively. The amount allocated to Preferred Operating Partnership noncontrolling interest was higher in 2012 when compared to 2011, as a result of an increase in net income.

        Net Income Allocated to Operating Partnership and Other Noncontrolling Interests —Income allocated to the Operating Partnership represents approximately 2.9% and 3.2% of net income after the allocation of the fixed distribution paid to the Preferred OP unit holder for the years ended December 31, 2012 and 2011, respectively.

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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).

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 in January 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.

        Management Fees—Our taxable REIT subsidiary, Extra Space Management, Inc., manages properties owned by our joint ventures and third parties. Management fees generally represent 6% of cash collected from properties owned by third parties and unconsolidated joint ventures. We also earn an asset management fee from the SPI joint venture, equal to 0.50% of the total asset value, provided certain conditions are met.

        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. After determining that the amounts were not material either in the prior periods or the year ended December 31, 2011 for restatement purposes, $4,425 of asset management fees earned during the five-year period ended December 31, 2010, was recorded in the year ended December 31, 2011. Additionally, asset management fees earned during the year ended December 31, 2011, of $812 were recorded. The remainder of the increase in management 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.

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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 )%

Acquisition-related 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 and advertising and utilities expenses.

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

        Acquisition-Related Costs—These costs relate to acquisition activities during the periods indicated. The increase was 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 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 Revenues and Expenses

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

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

Other revenues 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 completed 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 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 that was recorded during the year ended December 31, 2011, increased asset management fee revenues by $4,425 and decreased equity in earnings by $1,106. 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.

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

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operating activities as a measure of our liquidity, or as an indicator of our ability to make cash distributions. The following table presents the calculation of FFO for the periods indicated:

 
  For the Year Ended
December 31,
 
 
  2012   2011   2010  

Net income attributable to common stockholders

  $ 117,309   $ 50,449   $ 26,331  

Adjustments:

                   

Real estate depreciation

    64,301     52,647     47,063  

Amortization of intangibles

    6,763     2,375     650  

Joint venture real estate depreciation and amortization

    7,014     7,931     8,269  

Joint venture (gain) / loss on sale of properties and purchase of partner's interest

    (30,630 )   185     65  

Distributions paid on Preferred Operating Partnership units

    (5,750 )   (5,750 )   (5,750 )

Income allocated to Operating Partnership noncontrolling interests

    10,349     7,978     7,096  
               

Funds from operations

  $ 169,356   $ 115,815   $ 83,724  
               

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 tables present operating data for our same-store portfolio. We consider the following same-store presentation to be meaningful in regards to the properties shown below because 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
 
 
  2012   2011   2012   2011  

Same-store rental and tenant reinsurance revenues

  $ 70,751   $ 66,433     6.5 % $ 276,811   $ 259,733     6.6 %

Same-store operating and tenant reinsurance expenses

    21,698     21,208     2.3 %   86,414     86,953     (0.6 )%
                           

Same-store net operating income

  $ 49,053   $ 45,225     8.5 % $ 190,397   $ 172,780     10.2 %

Non same-store rental and tenant reinsurance revenues

 
$

36,686
 
$

15,319
   
139.5

%

$

106,879
 
$

40,173
   
166.0

%

Non same-store operating and tenant reinsurance expenses

  $ 12,825   $ 5,497     133.3 % $ 35,483   $ 14,671     141.9 %

Total rental and tenant reinsurance revenues

 
$

107,437
 
$

81,752
   
31.4

%

$

383,690
 
$

299,906
   
27.9

%

Total operating and tenant reinsurance expenses

  $ 34,523   $ 26,705     29.3 % $ 121,897   $ 101,624     19.9 %

Same-store square foot occupancy as of quarter end

   
88.6

%
 
86.9

%
       
88.6

%
 
86.9

%
     

Properties included in same-store

   
282
   
282
         
282
   
282
       

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  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        

Comparison of the Year Ended December 31, 2012 to the Year Ended December 31, 2011

        The increase in same-store rental revenues was primarily due to increases in occupancy and rental rates to both incoming and existing customers, and to decreases in discounts to new customers. The decreases in same-store operating expenses for the year ended December 31, 2012 were primarily due to decreases in utilities and office expenses. These decreases were partially offset by increased expenses as a result of Superstorm Sandy and higher property taxes.

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 both 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.

CASH FLOWS

Comparison of the Year Ended December 31, 2012 to the Year Ended December 31, 2011

        Cash flows provided by operating activities were $215,879 and $144,164 for the years ended December 31, 2012 and 2011, respectively. The increase when compared to the prior year was primarily due to a $69,266 increase in net income. There was also an increase in depreciation and amortization of $16,439 and an increase of $16,073 in cash received from affiliated joint ventures and related parties in 2012 when compared to 2011. These increases were offset by a $23,670 non-cash gain on the purchase of joint venture partners' interests.

        Cash used in investing activities was $606,938 and $251,919 for the years ended December 31, 2012 and 2011, respectively. The increase in 2012 was primarily the result of $406,768 more cash being used to acquire new properties in 2012 compared to 2011. This increase was offset by a decrease of $42,265 in the amount paid to purchase notes receivable.

        Cash provided by financing activities was $395,360 and $87,489 for the years ended December 31, 2012 and 2011, respectively. The increase in cash provided was the result of an increase of $317,239 in

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the net cash proceeds generated from the sale of common stock in the current year compared to 2011, along with an increase of $598,776 in cash proceeds received from notes payable and lines of credit in 2012 when compared to 2011. These increases of cash were offset by the increase of $469,484 of cash used for principal repayments on notes payable and lines of credit during 2012 when compared to 2011, the use of $87,663 of cash to repurchase exchangeable senior notes in 2012, compared to $0 in 2011, and the increase of $36,260 of dividends paid on common stock in 2012, compared to 2011.

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 due primarily to an increase in net income and a decrease in the amount of cash used to pay accounts payable and accrued expenses, which 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. We 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, we received $15,750 in proceeds from the sale of 19 properties to a joint venture in 2010, compared to $0 in 2011. These increases in cash used in investing activities 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 year ended December 31, 2011, 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.

LIQUIDITY AND CAPITAL RESOURCES

        As of December 31, 2012, we had $30,785 available in cash and cash equivalents. We intend to use this cash to repay debt scheduled to mature in 2013 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 2012, 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.

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        The following table presents information on our lines of credit:

 
  As of December 31, 2012    
   
   
   
Line of Credit
  Amount
Drawn
  Capacity   Interest
Rate
  Origination
Date
  Maturity   Basis Rate   Notes

Credit Line 1

  $ 35,000   $ 75,000     2.36 % 2/13/2009   2/13/2014   LIBOR plus 2.15%   (1)(4)(5)

Credit Line 2

        75,000     2.41 % 6/4/2010   5/31/2013   LIBOR plus 2.20%   (2)(4)(5)

Credit Line 3

        40,000     2.41 % 11/16/2010   11/16/2013   LIBOR plus 2.20%   (3)(4)(5)

Credit Line 4

    50,000     50,000     2.36 % 4/29/2011   5/1/2014   LIBOR plus 2.15%   (3)(4)(5)
                               

  $ 85,000   $ 240,000                      
                               

(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, 2012, we had $1,574,280 of debt, resulting in a debt to total capitalization ratio of 27.5%. As of December 31, 2012, the ratio of total fixed rate debt and other instruments to total debt was 81.0% (including $776,381 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, 2012 was 4.2%. 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, 2012.

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

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OFF-BALANCE SHEET ARRANGEMENTS

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

CONTRACTUAL OBLIGATIONS

        The following table sets forth information on future payments due by period as of December 31, 2012:

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

Operating leases

  $ 69,396   $ 7,463   $ 12,536   $ 6,855   $ 42,542  

Notes payable, notes payable to trusts and lines of credit

                               

Interest

    364,774     63,727     103,948     62,007     135,092  

Principal

    1,574,280     110,483     430,922     517,568     515,307  
                       

Total contractual obligations

  $ 2,008,450   $ 181,673   $ 547,406   $ 586,430   $ 692,941  
                       

As of December 31, 2012, the weighted average interest rate for all fixed rate loans was 4.6%, and the weighted average interest rate on all variable rate loans was 2.3%.

FINANCING STRATEGY

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

    the interest rate of the proposed financing;

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

    prepayment penalties and restrictions on refinancing;

    the purchase price of properties acquired with debt financing;

    long-term objectives with respect to the financing;

    target investment returns;

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

    overall level of consolidated indebtedness;

    timing of debt and lease maturities;

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    provisions that require recourse and cross-collateralization;

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

    the overall ratio of fixed and variable rate debt.

        Our indebtedness may be recourse, non-recourse or cross-collateralized. If the indebtedness is non-recourse, the collateral will be limited to the particular 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 or repurchase our outstanding debt, as well as shares of common stock or other securities in open market purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

SEASONALITY

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

Item 7a.    Quantitative and Qualitative Disclosures About Market Risk

Market Risk

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

Interest Rate Risk

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

        As of December 31, 2012, we had approximately $1,574,280 in total debt, of which approximately $298,675 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 COMPREHENSIVE INCOME

    51  

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

    52  

CONSOLIDATED STATEMENTS OF CASH FLOWS

    54  

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

    56  

SCHEDULE III

    95  

        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, 2012 and 2011, and the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2012. 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, 2012 and 2011 and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2012, 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, 2012, 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 28, 2013 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Salt Lake City, Utah
February 28, 2013

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Extra Space Storage Inc.

Consolidated Balance Sheets

(dollars in thousands, except share data)

 
  December 31, 2012   December 31, 2011  

Assets:

             

Real estate assets, net

  $ 2,991,722   $ 2,263,795  

Investments in real estate ventures

   
106,313
   
130,410
 

Cash and cash equivalents

    30,785     26,484  

Restricted cash

    16,976     25,768  

Receivables from related parties and affiliated real estate joint ventures

    11,078     18,517  

Other assets, net

    66,603     52,550  
           

Total assets

  $ 3,223,477   $ 2,517,524  
           

Liabilities, Noncontrolling Interests and Equity:

             

Notes payable

  $ 1,369,690   $ 937,001  

Premium on notes payable

    3,319     4,402  

Notes payable to trusts

    119,590     119,590  

Exchangeable senior notes

        87,663  

Lines of credit

    85,000     215,000  

Accounts payable and accrued expenses

    52,299     46,353  

Other liabilities

    48,248     33,754  
           

Total liabilities

    1,678,146     1,443,763  
           

Commitments and contingencies

             

Noncontrolling Interests and Equity:

             

Extra Space Storage Inc. stockholders' equity:

             

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

         

Common stock, $0.01 par value, 300,000,000 shares authorized, 110,737,205 and 94,783,590 shares issued and outstanding at December 31, 2012, and December 31, 2011, respectively

    1,107     948  

Paid-in capital

    1,740,037     1,290,021  

Accumulated other comprehensive deficit

    (14,273 )   (7,936 )

Accumulated deficit

    (235,064 )   (264,086 )
           

Total Extra Space Storage Inc. stockholders' equity

    1,491,807     1,018,947  

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

    29,918     29,695  

Noncontrolling interests in Operating Partnership

    22,492     24,018  

Other noncontrolling interests

    1,114     1,101  
           

Total noncontrolling interests and equity

    1,545,331     1,073,761  
           

Total liabilities, noncontrolling interests and equity

  $ 3,223,477   $ 2,517,524  
           

   

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,  
 
  2012   2011   2010  

Revenues:

                   

Property rental

  $ 346,874   $ 268,725   $ 232,447  

Tenant reinsurance

    36,816     31,181     25,928  

Management fees

    25,706     29,924     23,122  
               

Total revenues

    409,396     329,830     281,497  
               

Expenses:

                   

Property operations

    114,028     95,481     86,165  

Tenant reinsurance

    7,869     6,143     6,505  

Acquisition related costs

    5,351     2,896     1,235  

Loss on sublease

            2,000  

Severance costs

        2,137      

General and administrative

    50,454     49,683     44,428  

Depreciation and amortization

    74,453     58,014     50,349  
               

Total expenses

    252,155     214,354     190,682  
               

Income from operations

    157,241     115,476     90,815  

Interest expense

   
(71,850

)
 
(67,301

)
 
(64,116

)

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

    (444 )   (1,761 )   (1,664 )

Interest income

    1,816     1,027     898  

Interest income on note receivable from Preferred Operating Partnership unit holder

    4,850     4,850     4,850  
               

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

    91,613     52,291     30,783  

Equity in earnings of real estate ventures

   
10,859
   
7,287
   
6,753
 

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

    30,630          

Income tax expense

    (5,413 )   (1,155 )   (4,162 )
               

Net income

    127,689     58,423     33,374  

Net income allocated to Preferred Operating Partnership noncontrolling interests

    (6,876 )   (6,289 )   (6,048 )

Net income allocated to Operating Partnership and other noncontrolling interests

    (3,504 )   (1,685 )   (995 )
               

Net income attributable to common stockholders

  $ 117,309   $ 50,449   $ 26,331  
               

Net income per common share

                   

Basic

  $ 1.15   $ 0.55   $ 0.30  

Diluted

  $ 1.14   $ 0.54   $ 0.30  

Weighted average number of shares

                   

Basic

    102,290,200     92,097,008     87,324,104  

Diluted

    106,523,015     96,683,508     92,050,453  

   

See accompanying notes.

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Extra Space Storage Inc.

Consolidated Statements of Comprehensive Income

(dollars in thousands)

 
  For the Year Ended December 31,  
 
  2012   2011   2010  

Net income

  $ 127,689   $ 58,423   $ 33,374  

Other comprehensive income:

                   

Change in fair value of interest rate swaps

    (6,587 )   (2,237 )   (4,963 )
               

Total comprehensive income

    121,102     56,186     28,411  

Less: comprehensive income attributable to noncontrolling interests

    10,130     7,886     6,811  
               

Comprehensive income attributable to common stockholders

  $ 110,972   $ 48,300   $ 21,600  
               

   

See accompanying notes

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Extra Space Storage Inc.

Consolidated Statements of Stockholders' Equity

(dollars in thousands, except share data)

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

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  

Net income (loss)

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

Other comprehensive loss

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

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 )

Net income (loss)

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

Other comprehensive loss

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

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 Stockholders' Equity (Continued)

(dollars in thousands, except share data)

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

Issuance of common stock upon the exercise of options

                768,853     7     10,260             10,267  

Restricted stock grants issued

                182,052     2                 2  

Restricted stock grants cancelled

                (16,792 )                    

Issuance of common stock, net of offering costs

                14,030,000     140     429,448             429,588  

Issuance of common stock related to settlement of exchangeable senior notes

                684,685     7                 7  

Compensation expense related to stock-based awards

                        4,356             4,356  

New issuance of Operating Partnership units

        429                             429  

Redemption of Operating Partnership units for common stock

        (2,479 )       304,817     3     2,476              

Redemption of Operating Partnership units for cash

        (155 )                           (155 )

Net income

    6,876     3,473     31                     117,309     127,689  

Other comprehensive loss

    (61 )   (189 )                   (6,337 )       (6,587 )

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

                        3,476             3,476  

Distributions to Operating Partnership units held by noncontrolling interests

    (6,592 )   (2,605 )                           (9,197 )

Distributions to other noncontrolling interests

            (18 )                       (18 )

Dividends paid on common stock at $0.85 per share

                                (88,287 )   (88,287 )
                                       

Balances at December 31, 2012

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

   

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,  
 
  2012   2011   2010  

Cash flows from operating activities:

                   

Net income

  $ 127,689   $ 58,423   $ 33,374  

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

                   

Depreciation and amortization

    74,453     58,014     50,349  

Amortization of deferred financing costs

    5,889     5,583     4,354  

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

    444     1,761     1,664  

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

    (1,270 )        

Compensation expense related to stock-based awards

    4,356     5,757     4,580  

Gain on purchase of joint venture partners' interests

    (23,670 )        

Loss on sublease

            2,000  

Distributions from real estate ventures in excess of earnings

    2,581     7,008     6,722  

Changes in operating assets and liabilities:

                   

Receivables from related parties and affiliated real estate joint ventures

    7,439     (8,634 )   3,011  

Other assets

    8,746     7,533     (1,676 )

Accounts payable and accrued expenses

    7,220     9,837     1,856  

Other liabilities

    2,002     (1,118 )   (1,419 )
               

Net cash provided by operating activities

    215,879     144,164     104,815  
               

Cash flows from investing activities:

                   

Acquisition of real estate assets

    (601,727 )   (194,959 )   (69,588 )

Development and construction of real estate assets

    (3,759 )   (7,060 )   (36,062 )

Proceeds from sale of properties to joint venture

            15,750  

Investments in real estate ventures

    (1,423 )   (4,088 )   (9,699 )

Return of investment in real estate ventures

    2,421     4,614     8,802  

Change in restricted cash

    8,792     4,730     9,036  

Purchase of notes receivable

    (7,875 )   (50,140 )    

Purchase of equipment and fixtures

    (3,367 )   (5,016 )   (1,945 )
               

Net cash used in investing activities

    (606,938 )   (251,919 )   (83,706 )
               

Cash flows from financing activities:

                   

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

    429,588     112,349      

Proceeds from notes payable and lines of credit

    1,074,263     475,487     191,062  

Principal payments on notes payable and lines of credit

    (921,831 )   (452,347 )   (252,400 )

Deferred financing costs

    (11,607 )   (6,197 )   (4,160 )

Repurchase of exchangeable senior notes

    (87,663 )        

Investments from other noncontrolling interests

            87  

Redemption of Operating Partnership units held by noncontrolling interest

    (155 )   (271 )   (4,116 )

Net proceeds from exercise of stock options

    10,267     18,622     5,661  

Dividends paid on common stock

    (88,287 )   (52,027 )   (34,964 )

Distributions to noncontrolling interests

    (9,215 )   (8,127 )   (7,479 )
               

Net cash provided by (used in) financing activities

    395,360     87,489     (106,309 )
               

Net increase (decrease) in cash and cash equivalents

    4,301     (20,266 )   (85,200 )

Cash and cash equivalents, beginning of the period

    26,484     46,750     131,950  
               

Cash and cash equivalents, end of the period

  $ 30,785   $ 26,484   $ 46,750  
               

   

See accompanying notes.

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Extra Space Storage Inc.

Consolidated Statements of Cash Flows (Continued)

(dollars in thousands)

 
  For the Year Ended December 31,  
 
  2012   2011   2010  

Supplemental schedule of cash flow information

                   

Interest paid, net of amounts capitalized

  $ 65,687   $ 61,726   $ 60,100  

Income taxes paid

    831     665     6,539  

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

  $ 2,479   $ 2,344   $  

Common stock and paid-in capital

    (2,479 )   (2,344 )    

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

                   

Other assets

  $ 3,476   $ 2,199   $ 836  

Paid-in capital

    (3,476 )   (2,199 )   (836 )

Acquisitions of real estate assets

                   

Real estate assets, net

  $ 159,297   $ 137,177   $ 25,963  

Notes payable assumed

    (150,284 )   (132,327 )   (25,963 )

Notes payable issued to seller

    (8,584 )   (4,850 )    

OP Units Issued

    (429 )        

   

See accompanying notes.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements

December 31, 2012

(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 wholly-owned facilities or by acquiring an equity interest in real estate entities. At December 31, 2012, the Company had direct and indirect equity interests in 729 storage facilities. In addition, the Company managed 181 properties third parties bringing the total number of properties which it owns and/or manages to 910, located in 34 states, Washington, D.C. and Puerto Rico.

        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 and redeveloping self-storage facilities. 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 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

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(amounts in thousands, except property and share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 2011 and 2010 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.

Fair Value Disclosures

Derivative financial instruments

        Currently, the Company uses interest rate swaps to manage its interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(amounts in thousands, except property and share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

interest rate curves. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate forward curves.

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

        Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of December 31, 2012, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

        The table below presents the Company's assets and liabilities measured at fair value on a recurring basis as of December 31, 2012, aggregated by the level in the fair value hierarchy within which those measurements fall.

 
   
  Fair Value Measurements at Reporting Date Using  
Description
  December 31,
2012
  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

  $ (15,228 ) $   $ (15,228 ) $  
                   

        There were no transfers of assets and liabilities between Level 1 and Level 2 during the year ended December 31, 2012. 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, 2012 or 2011.

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

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(amounts in thousands, except property and share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

        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, 2012 and 2011, 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, 2012 and 2011, approximate fair value. The fair values of the Company's note receivable

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(amounts in thousands, except property and share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

from Preferred Operating Partnership unit holder, fixed rate notes payable and notes payable to trusts, and exchangeable senior notes at December 31, 2012 and 2011 were as follows:

 
  December 31, 2012   December 31, 2011  
 
  Fair Value   Carrying
Value
  Fair Value   Carrying
Value
 

Note receivable from Preferred Operating Partnership unit holder

  $ 108,138   $ 100,000   $ 104,049   $ 100,000  

Fixed rate notes payable and notes payable to trusts

  $ 1,342,957   $ 1,275,605   $ 1,008,039   $ 938,681  

Exchangeable senior notes

  $   $   $ 92,265   $ 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. The construction period begins when expenditures for the real estate assets have been made and activities that are necessary to prepare the asset for its intended use are in progress. The construction period ends when the asset is substantially complete and ready for its intended use. Capitalized interest during the years ended December 31, 2012, 2011 and 2010, was $0, $752 and $2,013, 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 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 three 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 five properties where the leases were assumed by the Company at rates that were lower than the current market rates for similar leases. The values associated with these assumed leases were recorded as intangibles, which will be amortized over the lease terms.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(amounts in thousands, except property and share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

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 Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability or firm commitment attributable to a particular risk, such as interest rate risk, are

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(amounts in thousands, except property and share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

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

Risk Management and Use of Financial Instruments

        In the normal course of its ongoing business operations, the Company encounters economic risk. There are three main components of economic risk: interest rate risk, credit risk and market risk. The Company is subject to interest rate risk on its interest-bearing liabilities. Credit risk is the risk of inability or unwillingness of tenants to make contractually required payments. Market risk is the risk of declines in the value of 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 over the promotional period. Late charges, administrative fees, merchandise sales and truck rentals are recognized as income when earned. Management fee revenues are recognized monthly as services are performed and in accordance with the terms of the related management agreements. 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

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(amounts in thousands, except property and share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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, 2012 and 2011, the Company had $0 and $860, respectively, of prepaid advertising included in other assets on the consolidated balance sheets. All other advertising costs are expensed as incurred. The Company recognized $6,026, $5,958, and $6,430 in advertising expense for the years ended December 31, 2012, 2011 and 2010, 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, 2012, 0% (unaudited) of all distributions to stockholders qualified as a return of capital.

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

        Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities. At December 31, 2012 and 2011, 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, 2012 and 2011, the Company had no interest or penalties related to uncertain tax provisions.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(amounts in thousands, except property and share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 as 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 had $87,663 of exchangeable senior notes (the "Notes") that were surrendered for exchange in April 2012. Prior to their exchange, the Notes could potentially have had a dilutive effect on the Company's earnings per share calculations. The Notes were exchangeable by holders into cash and shares of the Company's common stock under certain circumstances per the terms of the indenture governing the Notes and at the time prior to surrender had an exchange price of $23.20 per share. The Company had irrevocably agreed to pay only cash for the accreted principal amount of the Notes relative to its exchange obligations, but retained the right to satisfy the exchange obligations in excess of the accreted principal amount in cash and/or common stock. Though the Company retained that right, Accounting Standards Codification ("ASC") 260, "Earnings Per Share," required an assumption that shares would be used to pay the exchange obligations in excess of the accreted principal amount, and required that those shares be included in the Company's calculation of weighted average common shares outstanding for the diluted earnings per share computation. No shares were included in the diluted share calculation for the years ended December 31, 2011 or 2010 as the stock price during this time did not exceed the exchange price. No shares were included for the year ended December 31, 2012 as the Notes were no longer outstanding.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(amounts in thousands, except property and share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        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, 2012, 2011 and 2010, options to purchase approximately 57,335 shares, 107,523 shares and 1,788,142 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.

        The computation of net income per share is as follows:

 
  For the Year Ended December 31,  
 
  2012   2011   2010  

Net income attributable to common stockholders

  $ 117,309   $ 50,449   $ 26,331  

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

    10,349     7,978     7,096  

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

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

Net income for diluted computations

  $ 121,908   $ 52,677   $ 27,677  
               

Weighted average common shares outstanding:

                   

Average number of common shares outstanding—basic

    102,290,200     92,097,008     87,324,104  

Operating Partnership units

    2,755,650     3,049,935     3,356,963  

Preferred Operating Partnership units

    989,980     989,980     989,980  

Dilutive and cancelled stock options

    487,185     546,585     379,406  
               

Average number of common shares outstanding—diluted

    106,523,015     96,683,508     92,050,453  

Net income per common share

                   

Basic

  $ 1.15   $ 0.55   $ 0.30  

Diluted

  $ 1.14   $ 0.54   $ 0.30  

Recently Issued Accounting Standards

        In July 2012, the Financial Accounting Standards Board issued ASU No. 2012-02, "Testing Indefinite-Lived Intangible Assets for Impairment" ("ASU 2012-02"), which provides companies with the option to first assess qualitative factors in determining whether events and circumstances indicates that it is more likely than not that an indefinite-lived intangible asset is impaired. If, after assessing the

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(amounts in thousands, except property and share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

totality of events and circumstances, an entity concludes that it is not more likely than not that an indefinite-lived intangible asset is impaired, then the entity is not required to take further action. However, if an entity concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying value. Previously, companies were required to perform the quantitative impairment test at least annually. As permitted the Company adopted these provisions in 2012. The adoption of ASU 2012-02 did not have a material impact on the Company's financial position or results of operations.

3. REAL ESTATE ASSETS

        The components of real estate assets are summarized as follows:

 
  December 31,
2012
  December 31,
2011
 

Land—operating

  $ 755,565   $ 580,995  

Land—development

    12,050     14,600  

Buildings and improvements

    2,551,886     1,934,693  

Intangible assets—tenant relationships

    51,355     37,293  

Intangible lease rights

    8,656     6,150  
           

    3,379,512     2,573,731  

Less: accumulated depreciation and amortization

    (391,928 )   (319,302 )
           

Net operating real estate assets

    2,987,584     2,254,429  

Real estate under development/redevelopment

    4,138     9,366  
           

Net real estate assets

  $ 2,991,722   $ 2,263,795  
           

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

  $ 8,600   $ 7,875  
           

        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 $7,068, $2,633, and $907, for the years ended December 31, 2012, 2011 and 2010, respectively. The remaining balance of the unamortized lease rights will be amortized over the next 5 to 49 years.

        Real estate assets held for sale included in net real estate assets as of December 31, 2012 are recorded at fair value and consisted of undeveloped land and one self-storage property.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(amounts in thousands, except property and share data)

4. PROPERTY ACQUISITIONS

        The following table shows the Company's acquisition of operating properties for the years ended December 31, 2012 and 2011, and does not include purchases of raw land or improvements made to existing assets:

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

Florida

    1     12/28/2012   $ 4,270   $ 4,258   $   $   $   $   $ 12   $       $ 805   $ 3,345   $ 95   $ 25   Unrelated third party    

Maryland

    1     12/27/2012     13,107     10,596     2,692                 (181 )           4,314     8,412     206     175   Unrelated third party    

Arizona

    1     12/27/2012     8,667     8,608                     59             2,973     5,545     141     8   Unrelated third party    

Florida

    2     12/27/2012     8,766     142             8,584         40             1,597     6,862     215     92   Unrelated third party   (4)

Florida

    1     12/3/2012     4,273     4,254                     19             1,133     3,017     99     24   Unrelated third party    

Various states

    21     11/30/2012     164,566     140,513         10,171         14,184     (302 )           41,988     119,681     2,881     16   Affiliated joint venture   (3)

New Jersey

    4     11/30/2012     39,336     39,283                     53             10,920     26,712     825     879   Unrelated third party    

Massachusetts

    1     11/9/2012     9,011     8,994                     17             3,115     5,684     190     22   Unrelated third party    

Utah

    1     9/28/2012     7,410     7,322                     88             2,063     5,202     132     13   Related party   (2)

Virginia

    1     9/20/2012     6,884     6,850                     34             1,172     5,562     119     31   Unrelated third party    

New Jersey

    1     8/28/2012     13,678     13,678                                 1,511     11,732     241     194   Unrelated third party    

New Jersey

    1     8/23/2012     9,091     9,099                     (8 )           2,144     6,660     158     129   Unrelated third party    

New Jersey

    1     8/23/2012     15,475     15,431                     44             1,890     13,112     269     204   Unrelated third party    

New York

    1     8/10/2012     15,300     15,377                     (77 )           2,800     12,173     269     58   Unrelated third party    

Texas

    2     8/10/2012     9,948     9,775                     173             4,869     4,826     241     12   Unrelated third party    

California

    1     7/26/2012     4,860     2,376     2,592                 (108 )           2,428     2,317     93     22   Unrelated third party    

South Carolina

    1     7/19/2012     4,651     4,621                     30             1,784     2,755     107     5   Unrelated third party    

New Jersey, New York

    6     7/18/2012     55,622     55,748                     (126 )           8,584     45,359     1,227     452   Unrelated third party    

Colorado

    1     7/18/2012     7,085     7,038                     47                 6,945     137     3   Unrelated third party    

Various states

    36     7/2/2012     322,516     162,705     145,000     13,499         3,355     (2,043 )           67,550     246,133     8,142     691   Affiliated joint venture   (1)

Maryland

    1     5/31/2012     6,501     6,438                     11     52     1,814     1,185     5,051     147     118   Unrelated third party    

Florida

    3     5/2/2012     14,942     14,792                     150             1,933     12,682     321     6   Unrelated third party    

Maryland

    1     3/7/2012     6,284     5,886                     21     377     14,193     465     5,600     128     91   Unrelated third party    

Texas

    1     2/29/2012     9,405     9,323                     82             1,036     8,133     187     49   Unrelated third party    
                                                                       

2012 Totals

    91         $ 761,648   $ 563,107   $ 150,284   $ 23,670   $ 8,584   $ 17,539   $ (1,965 ) $ 429     16,007   $ 168,259   $ 573,500   $ 16,570   $ 3,319        
                                                                       

New Jersey

   

1

   

12/16/2011

 
$

6,832
 
$

6,806
 
$

 
$

 
$

 
$

 
$

26
 
$

   
 
$

1,093
 
$

5,492
 
$

157
 
$

90
 

Unrelated third party

   

Various

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

Florida

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

California

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

New Jersey

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

Texas

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

Maryland

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

Maryland

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

Ohio, Indiana, Kentucky

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

Nevada

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

Colorado

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

New Jersey

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

Virginia

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

Colorado

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

Tennessee

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

California

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

Utah, Texas

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

2011 Totals

    55         $ 297,166   $ 158,335   $ 132,327   $   $ 4,850   $ 1,817   $ (163 ) $       $ 76,008   $ 215,164   $ 5,035   $ 959        
                                                                       

(1)
This represents the acquisition of Prudential Real Estate Investors' ("PREI®") 94.9% interest in the ESS PRISA III LLC joint venture ("PRISA III") that was formed in 2005, resulting in full ownership by the Company. The joint venture owned 36 properties located in 18 states. Prior to the acquisition date, the Company accounted for its 5.1% interest in PRISA III as an equity-method investment. The acquisition date fair value of the previous equity interest was approximately $16,300 and is included as consideration transferred. The Company recognized a non-cash gain of $13,499 as a result of re-measuring its prior equity interest in PRISA III held before the acquisition.

(2)
This property was purchased from Sandy Self Storage, LLC, which was partially owned by Kenneth T. Woolley, the son of Kenneth M. Woolley, Executive Chairman and Chief Investment Officer.

(3)
This represents the acquisition of the Company's joint venture partner's 80% interest in the Storage Portfolio Bravo II LLC ("SPB II") joint venture, resulting in full ownership by the Company. The joint venture owned 21 properties in eleven states. Prior to the acquisition date, the Company accounted for its 20% interest in the joint venture as an equity-method investment. The acquisition date fair value of the previous equity interest was approximately $31,500 and is included as consideration transferred. The Company recognized a non-cash gain of $10,171 as a result of re-measuring its prior equity interest in SPB II held before the acquisition.

(4)
On May 1, 2012, the Company purchased two notes receivable from Capmark Bank for a total of $7,875. These receivables were due from Spacebox Land O'Lakes, LLC and Spacebox North Fort Myers, LLC (collectively, "Spacebox"), a third party. The notes bore interest at 15% per annum. Spacebox owned two self-storage facilities located in Florida that served as collateral for the notes. On December 27, 2012, the Company acquired the two properties owned by Spacebox in exchange for $142 of cash and forgiveness of the notes, which had an outstanding balance at the time of purchase of $8,584, including accrued interest.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(amounts in thousands, except property and share data)

4. PROPERTY ACQUISITIONS (Continued)

        On July 31, 2012, the Company acquired the land it had previously been leasing associated with a property in Bethesda, Maryland for a cash payment of $3,671.

        As noted above, during the year ended December 31, 2012, the Company acquired 91 properties. The following pro forma financial information includes 77 of the 91 properties acquired. Fourteen properties were excluded as it was impractical to obtain the historical information from the previous owners, and in total they represent an immaterial amount of total revenues. The pro forma information is based on the combined historical financial statements of the Company and 77 of the properties acquired, and presents the Company's results as if the acquisitions had occurred as of January 1, 2011:

 
  For the Year Ended
December 31,
 
 
  2012   2011  

Total revenues

  $ 450,787   $ 392,932  

Net income attributable to common stockholders

  $ 124,248   $ 56,454  

Net income per common share

             

Basic

  $ 1.21   $ 0.61  

Diluted

  $ 1.20   $ 0.60  

        The following table summarizes the revenues and earnings related to the 91 acquisitions since the acquisition dates, included in the consolidated statements of operations for the year ended December 31, 2012:

 
  For the
Year Ended
December 31, 2012
 

Total revenues

  $ 29,381  

Net income

  $ 9,225  

        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 on notes payable in the consolidated balance sheets and will be amortized to interest expense over the remaining term of the loans.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(amounts in thousands, except property and share data)

5. INVESTMENTS IN REAL ESTATE VENTURES

        Investments in real estate ventures consist of the following:

 
   
   
  Investment balance at
December 31,
 
 
  Equity
Ownership %
  Excess Profit
Participation %
 
 
  2012   2011  

Extra Space West One LLC ("ESW")

    5 %   40 % $ 413   $ 689  

Extra Space West Two LLC ("ESW II")

    5 %   40 %   4,404     4,501  

Extra Space Northern Properties Six LLC ("ESNPS")

    10 %   35 %   626     953  

Extra Space of Santa Monica LLC ("ESSM")

    48 %   48 %   2,655     3,015  

Clarendon Storage Associates Limited Partnership ("Clarendon")

    50 %   50 %   3,160     3,171  

HSRE-ESP IA, LLC ("HSRE")

    50 %   50 %   12,506     11,528  

PRISA Self Storage LLC ("PRISA")

    2 %   17 %   10,972     11,141  

PRISA II Self Storage LLC ("PRISA II")

    2 %   17 %   9,331     9,502  

PRISA III Self Storage LLC ("PRISA III")

    5 %   20 %       3,410  

VRS Self Storage LLC ("VRS")

    45 %   54 %   43,107     43,974  

WCOT Self Storage LLC ("WCOT")

    5 %   20 %   4,315     4,495  

Storage Portfolio I LLC ("SP I")

    25 %   25 - 40 %   12,587     11,853  

Storage Portfolio Bravo II ("SPB II")

    20 %   20 - 45 %       14,435  

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

    39 - 58 %   40 - 50 %   3,478     3,609  

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

    40 %   40 %       4,841  

Other minority owned properties

    18 - 50 %   19 - 50 %   (1,241 )   (707 )
                       

              $ 106,313   $ 130,410  
                       

        In these joint ventures, the Company and the joint venture partner generally receive a preferred return on their invested capital. To the extent that cash/profits in excess of these preferred returns are generated through operations or capital transactions, the Company would receive a higher percentage of the excess cash/profits than its equity interest.

        In accordance with ASC 810, the Company reviews all of its joint venture relationships quarterly to ensure that there are no entities that require consolidation. As of December 31, 2012, there were no previously unconsolidated entities that were required to be consolidated as a result of this review.

        On December 20, 2012 two joint ventures in which the Company held 20% interests each sold their only self storage properties. Both properties were located in Illinois. As a result of the sale, the joint ventures were dissolved, and the Company received cash proceeds which resulted in a gain of $1,409.

        On November 30, 2012, the Company completed the acquisition of its joint venture partner's 80% interest in SPB II, which owned 21 properties located in eleven states. Prior to the acquisition, the remaining 20% interest was owned by the Company, which accounted for its investment in SPB II using

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(amounts in thousands, except property and share data)

5. INVESTMENTS IN REAL ESTATE VENTURES (Continued)

the equity method. Subsequent to the acquisition, the Company had full ownership. GAAP requires an entity that completes a business combination in stages to re-measure its previously held equity interest in the acquiree at its acquisition date fair value and recognize the resulting gain or loss, if any, in earnings. The Company recorded a gain of $10,171 related to this transaction, which represents the increase in fair value of the Company's 20% interest in SPB II from the time the Company purchased its interest in the joint venture to the acquisition date.

        On July 2, 2012, the Company completed the acquisition of PREI®'s 94.9% interest in PRISA III, which was formed in 2005 and owned 36 properties located in 18 states. Prior to the acquisition, the remaining 5.1% interest was owned by the Company, which accounted for its investment in PRISA III using the equity method. Subsequent to the acquisition, the Company had full ownership. GAAP requires an entity that completes a business combination in stages to re-measure its previously held equity interest in the acquiree at its acquisition date fair value and recognize the resulting gain or loss, if any, in earnings. The Company recorded a gain of $13,499 related to this transaction, which represents the increase in fair value of the Company's 5.1% interest in PRISA III from the formation of the joint venture to the acquisition date.

        On February 17, 2012, a joint venture in which the Company held a 40% equity interest sold its only self-storage property. The property was located in New York. As a result of the sale, the joint venture was dissolved, and the Company received cash proceeds which resulted in a gain of $5,550.

        On January 15, 2012, the Company sold its 40% equity interest in U-Storage de Mexico S.A. and related entities to its joint venture partners for $4,841. The Company received cash of $1,492 and a note receivable of $3,349. No gain or loss was recorded on the sale. At December 31, 2012, the balance of the note receivable was $1,853. The note receivable is due December 15, 2014.

        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 was 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.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(amounts in thousands, except property and share data)

5. INVESTMENTS IN REAL ESTATE VENTURES (Continued)

        Equity in earnings of real estate ventures consists of the following:

 
  For the Year Ended
December 31,
 
 
  2012   2011   2010  

Equity in earnings of ESW

  $ 1,263   $ 1,156   $ 1,213  

Equity in earnings (losses) of ESW II

    26     (8 )   (31 )

Equity in earnings of ESNPS

    382     338     239  

Equity in earnings (losses) of ESSM

    314     114     (142 )

Equity in earnings of Clarendon

    471     465     417  

Equity in earnings (losses) of HSRE

    1,298     388     (161 )

Equity in earnings of PRISA

    821     674     641  

Equity in earnings of PRISA II

    643     530     481  

Equity in earnings of PRISA III

    187     330     262  

Equity in earnings of VRS

    2,849     2,279     2,221  

Equity in earnings of WCOT

    370     92     251  

Equity in earnings (losses) of SP I

    1,103     (116 )   934  

Equity in earnings of SPB II

    430     301     184  

Equity in earnings of Everest

    137     179     195  

Equity in earnings (losses) of U-Storage

        (11 )   55  

Equity in earnings (losses) of other minority owned properties

    565     576     (6 )
               

  $ 10,859   $ 7,287   $ 6,753  
               

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.

        Information (unaudited) related to the real estate ventures' debt at December 31, 2012, is presented below:

 
  Loan
Amount
  Current
Interest Rate
  Debt Maturity

ESW—Fixed

  $ 16,700   5.00%   September 2015

ESW II—Swapped to fixed

    19,717   3.57%   February 2019

ESNPS—Fixed

    34,500   5.27%   June 2015

ESSM—Variable

    11,125   3.01%   November 2014

Clarendon—Swapped to fixed

    8,151   5.93%   September 2018

HSRE—Fixed

    97,779   5.29%   August 2015

VRS—Swapped to fixed

    52,100   3.34%   July 2019

WCOT—Swapped to fixed

    87,500   3.34%   August 2019

SP I—Fixed

    96,334   4.66%   April 2018

Other minority owned properties

    62,458   Various   Various

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(amounts in thousands, except property and share data)

5. INVESTMENTS IN REAL ESTATE VENTURES (Continued)

        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, 2012 and 2011, and for the years ended December 31, 2012, 2011, and 2010, follows:

 
  December 31,  
Balance Sheets:
  2012(a)   2011  

Assets:

             

Net real estate assets

  $ 1,629,402   $ 1,971,431  

Other

    33,103     48,728  
           

  $ 1,662,505   $ 2,020,159  
           

Liabilities and members' equity:

             

Notes payable

  $ 404,630   $ 615,561  

Other liabilities

    27,383     37,558  

Members' equity

    1,234,492     1,367,040  
           

  $ 1,666,505   $ 2,020,159  
           

 

 
  For the Year Ended December 31,  
Statements of Operations:
  2012   2011   2010  

Rents and other income

  $ 266,222   $ 304,499   $ 297,658  

Expenses

    164,285     217,114     211,283  
               

Net income

  $ 101,937   $ 87,385   $ 86,375  
               

(a)
The balance sheet information as of December 31, 2012 does not include PRISA III or SPB II, which were acquired by the Company during 2012.

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

72


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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(amounts in thousands, except property and share data)

5. INVESTMENTS IN REAL ESTATE VENTURES (Continued)

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, 2012, 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.

        The following table compares the liability balance and the maximum exposure to loss related to the VIE JVs as of December 31, 2012:

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

Extra Space of Montrose Avenue LLC

  $   $ 1,173   $ 5,120   $ 2,216   $ 8,509   $ (8,509 )

Extra Space of Sacramento One LLC

        (1,015 )   4,307     6,083     9,375     (9,375 )
                           

  $   $ 158   $ 9,427   $ 8,299   $ 17,884   $ (17,884 )
                           

The Company had no consolidated VIEs for the year ended December 31, 2012.

6. OTHER ASSETS

        The components of other assets are summarized as follows:

 
  December 31,
2012
  December 31,
2011
 

Equipment and fixtures

  $ 15,090   $ 12,146  

Less: accumulated depreciation

    (10,223 )   (8,847 )

Other intangible assets

    3,434     3,424  

Deferred financing costs, net

    19,783     15,386  

Prepaid expenses and deposits

    7,934     5,265  

Receivables, net

    19,881     15,536  

Investments in Trusts

    3,590     3,590  

Income taxes receivable

    3,609     2,447  

Deferred tax asset

    3,505     3,603  
           

  $ 66,603   $ 52,550  
           

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(amounts in thousands, except property and share data)

7. NOTES PAYABLE

        The components of notes payable are summarized as follows:

 
  December 31,
2012
  December 31,
2011
 

Fixed Rate

             

Mortgage loans with banks (including loans subject to interest rate swaps) bearing interest at fixed rates between 2.8% 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 April 2013 and February 2021. 

  $ 1,156,015   $ 819,091  

Variable Rate

             

Mortgage and construction loans with banks bearing floating interest rates based on LIBOR. Interest rates based on LIBOR are between LIBOR plus 2.0% (2.21% at December 31, 2012 and 2.30% December 31, 2011) and LIBOR plus 3.0% (3.21% at December 31, 2012 and 3.30% December 31, 2011). 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 December 2013 and November 2019. 

    213,675     117,910  
           

  $ 1,369,690   $ 937,001  
           

The following table summarizes the scheduled maturities of notes payable at December 31, 2012:

2013

  $ 110,483  

2014

    144,822  

2015

    201,100  

2016

    167,604  

2017

    349,964  

Thereafter

    395,717  
       

  $ 1,369,690  
       

Certain mortgage and construction loans with variable interest rates are subject to interest rate floors starting at 2.15%. Real estate assets are pledged as collateral for the notes payable. Of the Company's $1,369,690 in notes payable outstanding at December 31, 2012, $845,317 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, 2012.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(amounts in thousands, except property and share data)

8. DERIVATIVES

        The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company's derivative financial instruments are used to manage differences in the amount, timing and duration of the Company's known or expected cash receipts and its known or expected cash payments principally related to the Company's investments and borrowings.

Cash Flow Hedges of Interest Rate Risk

        The Company's objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

        The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive deficit and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the years ended December 31, 2012, 2011 and 2010, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt. During 2013, the Company estimates that an additional $7,600 will be reclassified as an increase to interest expense.

        The following table summarizes the terms of the Company's derivative financial instruments as of December 31, 2012:

Hedge Product
  Current Notional
Amounts
  Strike   Effective Dates   Maturity Dates  

Swap Agreements

  $7,983 - $97,579   2.79% - 6.98%     2/1/2009 - 12/14/2012     6/30/2013 - 5/1/2020  

Fair Values of Derivative Instruments

        The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the consolidated balance sheets as of December 31, 2012 and 2011.

 
  Asset (Liability) Derivatives  
 
  December 31, 2012   December 31, 2011  
Derivatives designated as
hedging instruments:
  Balance Sheet
Location
  Fair
Value
  Balance Sheet
Location
  Fair
Value
 

Swap Agreements

  Other liabilities   $ (15,228 ) Other liabilities   $ (8,311 )
                   

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(amounts in thousands, except property and share data)

8. DERIVATIVES (Continued)

Effect of Derivative Instruments

        The tables below present the effect of the Company's derivative financial instruments on the consolidated statements of operations for the years ended December 31, 2012, 2011 and 2010.

 
   
  For the Year Ended
December 31,
 
 
  Classification of
Income (Expense)
 
Type
  2012   2011   2010  

Swap Agreements

  Interest expense   $ (6,758 ) $ (3,771 ) $ (3,078 )
                   

 

 
   
   
  Gain (loss) reclassified
from OCI
 
 
  Gain (loss)
recognized in OCI
   
 
 
  Location of amounts
reclassified from OCI
into income
  For the Year Ended
December 31, 2012
 
Type
  December 31, 2012  

Swap Agreements

  $ (6,917 ) Interest expense   $ (6,758 )
               

 

 
   
   
  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 )
               

Credit-risk-related Contingent Features

        The Company has agreements with some of its derivative counterparties that contain provisions pursuant to which, the Company could be declared in default of its derivative obligations if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender.

        The Company also has an agreement with some of its derivative counterparties that incorporates the loan covenant provisions of the Company's indebtedness with a lender affiliate of the derivative counterparty. Failure to comply with the loan covenant provisions would result in the Company being in default on any derivative instrument obligations covered by the agreement.

        As of December 31, 2012, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $15,569. As of December 31, 2012, the Company had not posted any collateral related to these agreements. If the Company had breached any of these provisions as of December 31, 2012, it could have been required to settle its obligations under the agreements at their termination value of $15,569.

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

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(amounts in thousands, except property and share data)

9. NOTES PAYABLE TO TRUSTS (Continued)

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 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

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(amounts in thousands, except property and share data)

9. NOTES PAYABLE TO TRUSTS (Continued)

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, 2012:

 
  Notes payable
to Trusts
  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 3.625% Exchangeable Senior Notes ("the Notes"). The Notes bore interest at 3.625% per annum and contained an exchange settlement feature, which provided that the Notes, under certain circumstances, could have been exchanged 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 the option of the Operating Partnership.

        On March 1, 2012, the Company announced that the holders of the Operating Partnership's then-outstanding $87,663 principal amount of the Notes had the right to surrender their Notes for repurchase by the Operating Partnership on April 1, 2012 for 100% of the principal amount of the Notes, pursuant to the holders' rights under the indenture governing the Notes.

        As of April 3, 2012, the Company received notice that the holders of the entire $87,663 principal amount of the Notes had surrendered their Notes for exchange. On April 26, 2012, the Company settled the exchange by paying cash for the principal amount of the Notes, as required by the indenture, and issuing 684,685 shares of common stock for the value in excess of the principal amount. The issuance of shares was reflected as an increase in paid-in-capital with a corresponding decrease in paid-in-capital attributable to the reacquisition of the equity component of the convertible debt, as discussed below.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(amounts in thousands, except property and share data)

10. EXCHANGEABLE SENIOR NOTES (Continued)

        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, accounted for the liability and equity components of the Notes separately. The equity component was included in paid-in-capital in stockholders' equity in the condensed consolidated balance sheet, and the value of the equity component was treated as original issue discount for purposes of accounting for the debt component. The discount was amortized over the period of the debt as additional interest expense. The effective interest rate on the liability component was 5.75%.

        The carrying amounts of the equity component, the principal amount of the liability component, its unamortized discount, and its net carrying amount for the years ended December 31, 2012 and 2011 were as follows:

 
  December 31, 2012   December 31, 2011  

Carrying amount of equity component

  $   $ 19,545  
           

Principal amount of liability component

  $   $ 87,663  

Unamortized discount

        (444 )
           

Net carrying amount of liability component

  $   $ 87,219  
           

        The amount of interest cost recognized relating to the contractual interest rate and the amortization of the discount on the liability component for the years ended December 31, 2012 and 2011 were as follows:

 
  For the Year Ended
December 31,
 
 
  2012   2011   2010  

Contractual interest

  $ 790   $ 3,178   $ 3,178  

Amortization of discount

    444     1,761     1,664  
               

Total interest expense recognized

  $ 1,234   $ 4,939   $ 4,842  
               

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(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, 2012    
   
   
   
Line of Credit
  Amount
Drawn
  Capacity   Interest
Rate
  Origination
Date
  Maturity   Basis Rate   Notes

Credit Line 1

  $ 35,000   $ 75,000     2.36 % 2/13/2009   2/13/2014     LIBOR plus 2.15 % (1)(4)(5)

Credit Line 2

        75,000     2.41 % 6/4/2010   5/31/2013     LIBOR plus 2.20 % (2)(4)(5)

Credit Line 3

        40,000     2.41 % 11/16/2010   11/16/2013     LIBOR plus 2.20 % (3)(4)(5)

Credit Line 4

    50,000     50,000     2.36 % 4/29/2011   5/1/2014     LIBOR plus 2.15 % (3)(4)(5)
                                 

  $ 85,000   $ 240,000                        
                                 

(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, 2012   December 31, 2011  

Deferred rental income

  $ 20,752   $ 14,907  

Lease obligation liability

    3,826     5,828  

Fair value of interest rate swaps

    15,228     8,311  

Other miscellaneous liabilities

    8,442     4,708  
           

  $ 48,248   $ 33,754  
           

        Included in the lease obligation liability is approximately $3,826 and $1,747 for the years ended December 31, 2012 and 2011, respectively, related to minimum rentals to be received in the future under non cancelable subleases.

13. RELATED PARTY AND AFFILIATED REAL ESTATE JOINT VENTURE TRANSACTIONS

        The Company provides management services to certain joint ventures, third parties and other related party 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

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(amounts in thousands, except property and share data)

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

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   2012   2011   2010  

ESW

  Affiliated real estate joint ventures   $ 430   $ 410   $ 403  

ESW II

  Affiliated real estate joint ventures     354     335     318  

ESNPS

  Affiliated real estate joint ventures     498     479     458  

ESSM

  Affiliated real estate joint ventures     107     85     44  

HSRE

  Affiliated real estate joint ventures     1,094     1,045     961  

PRISA

  Affiliated real estate joint ventures     5,174     4,961     4,917  

PRISA II

  Affiliated real estate joint ventures     4,138     4,016     3,964  

PRISA III

  Affiliated real estate joint ventures     920     1,796     1,722  

VRS

  Affiliated real estate joint ventures     1,207     1,156     1,136  

WCOT

  Affiliated real estate joint ventures     1,520     1,497     1,468  

SP I

  Affiliated real estate joint ventures     1,885     6,392     1,256  

SPB II

  Affiliated real estate joint ventures     923     969     943  

Everest

  Affiliated real estate joint ventures     133     528     491  

Other

  Franchisees, third parties and other     7,323     6,255     5,041  
                   

      $ 25,706   $ 29,924   $ 23,122  
                   

        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 year ended December 31, 2011 for restatement purposes, the Company recorded the asset management fee adjustments for the years 2006 through 2010 in 2011. 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. This receivable was paid in full by December 31, 2012.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(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, 2012   December 31, 2011  

Mortgage notes receivable

  $ 7,670   $ 7,253  

Other receivables from properties

    3,408     11,264  
           

  $ 11,078   $ 18,517  
           

        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, 2012 and 2011.

        Centershift, a related party service provider, is partially owned by 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, 2012, 2011 and 2010, the Company paid Centershift $1,235, $1,087, and $778, respectively, relating to the purchase of software and license agreements.

        The Company has entered into an annual aircraft dry lease and service and management agreement with SpenAero, L.C. ("SpenAero"), an affiliate of Spencer F. Kirk, the Company's Chief Executive Officer. Under the terms of the agreement, the Company pays a defined hourly rate for use of the aircraft. During the years ended December 31, 2012, 2011 and 2010, the Company paid SpenAero $649, $608, and $668, 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, 2012, 110,737,205 shares of common stock were issued and outstanding, and no shares of preferred stock were issued or outstanding.

        All holders of the Company's common stock are entitled to receive dividends and to one vote on all matters submitted to a vote of stockholders. The transfer agent and registrar for the Company's common stock is American Stock Transfer & Trust Company.

        On November 9, 2012, the Company issued and sold 5,980,000 shares of its common stock in a public offering at a price to the underwriter of $33.98 per share. The Company received gross proceeds of $203,200. Transaction costs were $300, resulting in net proceeds of $202,900.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(amounts in thousands, except property and share data)

14. STOCKHOLDERS' EQUITY (Continued)

        On April 16, 2012, the Company issued and sold 8,050,000 shares of its common stock in a public offering at a price to the underwriter of $28.22 per share. The Company received gross proceeds of $227,171. Transaction costs were $483, resulting in net proceeds of $226,688.

        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.

        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.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(amounts in thousands, except property and share data)

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

        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 96.7% majority ownership interest therein as of December 31, 2012. The remaining ownership interests in the Operating Partnership (including Preferred OP units) of 3.3% are held by certain former owners of assets acquired by the Operating Partnership. As of December 31, 2012, the Operating Partnership had 2,755,650 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 anti-dilution adjustments provided in the Operating Partnership agreement. The ten day average closing stock price at December 31, 2012, was $36.03 and there were 2,755,650 OP units outstanding. Assuming that all of the unit holders exercised their right to redeem all of their OP units on December 31, 2012 and the Company elected to pay the non-controlling members cash, the Company would have paid $99,272 in cash consideration to redeem the units.

        In December 2012, 304,817 OP units were redeemed in exchange for the Company's common stock. In April 2012, 5,475 OP units were redeemed for $155 in cash.

        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.

        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

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(amounts in thousands, except property and share data)

16. NONCONTROLLING INTEREST IN OPERATING PARTNERSHIP (Continued)

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, 2012. Two of these consolidated properties were undeveloped, and one was in the lease-up stage as of December 31, 2012. The ownership interests of the third party owners range from 5.0% to 27.6%. Other noncontrolling interests are included in the stockholders' equity section of the Company's consolidated balance sheet. The income or losses 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.

18. STOCK-BASED COMPENSATION

        The Company has the following plans under which shares were available for grant at December 31, 2012:

    The 2004 Long-Term Incentive Compensation Plan as amended and restated, effective March 25, 2008, and

    The 2004 Non-Employee Directors' Share Plan (together, the "Plans").

        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

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(amounts in thousands, except property and share data)

18. STOCK-BASED COMPENSATION (Continued)

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, 2012, 2,553,769 shares were available for issuance under the Plans.

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,
2012
 

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              

Granted

    67,084     27.18              

Exercised

    (768,853 )   13.55              
                       

Outstanding at December 31, 2012

    1,097,092   $ 13.89     5.50   $ 24,687  
                       

Vested and Expected to Vest

    1,067,103   $ 13.67     5.41   $ 24,248  

Ending Exercisable

    724,368   $ 13.87     4.56   $ 16,313  

        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 2012 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, 2012. The amount of aggregate intrinsic value will change based on the fair market value of the Company's stock.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(amounts in thousands, except property and share data)

18. STOCK-BASED COMPENSATION (Continued)

        The weighted average fair value of stock options granted in 2012, 2011 and 2010, was $6.64, $5.39 and $3.27, 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,
 
 
  2012   2011   2010  

Expected volatility

    44 %   45 %   47 %

Dividend yield

    4.5 %   4.9 %   5.3 %

Risk-free interest rate

    0.9 %   2.4 %   2.3 %

Average expected term (years)

    5     5     5  

        The Black-Scholes model incorporates assumptions to value stock-based awards. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of the grant for the estimated life of the option. The Company uses actual historical data to calculate the expected price volatility, dividend yield and average expected term. The forfeiture rate, which is estimated at a weighted-average of 17.7% of unvested options outstanding as of December 31, 2012, 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, 2012, 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 - $11.50

    273,715     6.13   $ 6.22     145,965   $ 6.22  

$11.51 - $12.50

    239,026     5.75     12.02     121,736     12.24  

$12.51 - $15.50

    204,000     3.91     14.73     204,000     14.73  

$15.51 - $19.60

    188,267     5.56     17.76     127,667     16.88  

$19.61 - $28.79

    192,084     5.90     22.45     125,000     19.91  
                       

$6.22 - $28.79

    1,097,092     5.50   $ 13.89     724,368   $ 14.37  
                       

        The Company recorded compensation expense relating to outstanding options of $585, $942 and $801 in general and administrative expense for the years ended December 31, 2012, 2011 and 2010, respectively. Total cash received for the years ended December 31, 2012, 2011 and 2010, related to option exercises was $10,267, $18,622, and $5,661, respectively. At December 31, 2012, there was $742 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 1.32 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, 2012, noted above does not necessarily represent the expense that will ultimately be realized by the Company in the statement of operations.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(amounts in thousands, except property and share data)

18. STOCK-BASED COMPENSATION (Continued)

Common Stock Granted to Employees and Directors

        The Company recorded $3,771, $4,815 and $3,779 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, 2012, 2011 and 2010, respectively. The forfeiture rate, which is estimated at a weighted-average of 9.3% of unvested awards outstanding as of December 31, 2012, is adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the previous estimates. At December 31, 2012, there was $6,117 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 1.89 years.

        The fair value of common stock awards is determined based on the closing trading price of the Company's common stock on the grant date.

        A summary of the Company's employee and director share grant activity is as follows:

Restricted Stock Grants
  Shares   Weighted-Average
Grant-Date Fair Value
 

Unreleased at December 31, 2009

    766,854   $ 9.94  

Granted

    445,230     12.24  

Released

    (256,950 )   11.50  

Cancelled

    (64,010 )   10.11  
           

Unreleased at December 31, 2010

    891,124   $ 10.62  

Granted

    226,630     20.09  

Released

    (407,293 )   11.91  

Cancelled

    (47,695 )   14.31  
           

Unreleased at December 31, 2011

    662,766   $ 12.81  

Granted

    182,052     28.39  

Released

    (287,754 )   12.98  

Cancelled

    (16,792 )   14.03  
           

Unreleased at December 31, 2012

    540,272   $ 17.93  
           

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, 2012, 2011 and 2010, the Company made matching contributions to the plan of $884, $832 and $805, respectively, based on 100% of the first 3% and up to 50% of the next 2% of an employee's compensation.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(amounts in thousands, except property and share data)

20. INCOME TAXES

        As a REIT, the Company is generally not subject to federal income tax with respect to that portion of its income which is distributed annually to its stockholders. However, the Company has elected to treat one of its corporate subsidiaries, Extra Space Management, Inc., as a taxable REIT subsidiary. In general, the Company's TRS may perform additional services for tenants and generally may engage in any real estate or non-real estate related business. A TRS is subject to corporate federal income tax. The Company accounts for income taxes in accordance with the provisions of ASC 740, "Income Taxes." Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities. The Company has elected to use the Tax-Law-Ordering approach to determine when excess tax benefits will be realized.

        The income tax provision for the years ended December 31, 2012, 2011 and 2010, is comprised of the following components:

 
  For the Year Ended
December 31, 2012
 
 
  Federal   State   Total  

Current expense

  $ 8,240   $ 612   $ 8,852  

Tax credits

    (5,528 )       (5,528 )

Change in deferred benefit

    2,089         2,089  
               

Total tax expense

  $ 4,801   $ 612   $ 5,413  
               

 

 
  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  
               

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(amounts in thousands, except property and share data)

20. INCOME TAXES (Continued)

        A reconciliation of the statutory income tax provisions to the effective income tax provisions for the years ended December 31, 2012 and 2011 is as follows:

 
  December 31, 2012   December 31, 2011  

Expected tax at statutory rate

  $ 46,586     35.0 % $ 20,854     35.0 %

Non-taxable REIT income

    (37,729 )   (28.3 )%   (14,957 )   (25.1 )%

State and local tax expense—net of federal benefit

    612     0.5 %   617     1.0 %

Change in valuation allowance

    1,641     1.2 %   1,298     2.2 %

Tax credits

    (5,528 )   (4.2 )%   (6,849 )   (11.5 )%

Miscellaneous

    (169 )   (0.1 )%   192     0.3 %
                   

Total provision

  $ 5,413     4.1 % $ 1,155     1.9 %
                   

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

 
  December 31,
2012
  December 31,
2011
 

Captive insurance subsidiary

  $ 385   $ 232  

Fixed assets

    (10,791 )   (6,455 )

Various liabilities

    1,721     1,542  

Solar credit

    10,313     6,849  

Stock compensation

    1,610     1,955  

State net operating losses

    4,402     2,691  
           

    7,640     6,814  

Valuation allowance

    (4,135 )   (3,211 )
           

Net deferred tax asset

  $ 3,505   $ 3,603  
           

        The state income tax net operating losses expire between 2013 and 2031. The deferred tax benefits associated with the state income tax net operating losses have been fully reserved through the valuation allowance. The solar tax credit carryforwards expire in 2016. The tax years 2007 through 2011 remain open related to the state returns and 2010 for the federal return, and the federal return for 2010 remains open for the Operating Partnership.

21. SEGMENT INFORMATION

        The Company operates in three distinct segments; (1) property management, acquisition and development; (2) rental operations; and (3) tenant reinsurance. Management fees collected for

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(amounts in thousands, except property and share data)

21. SEGMENT INFORMATION (Continued)

wholly-owned properties are eliminated in consolidation. Financial information for the Company's business segments is set forth below:

 
  December 31, 2012   December 31, 2011  

Balance Sheet

             

Investment in real estate ventures

             

Rental operations

  $ 106,313   $ 130,410  

Total assets

             

Property management, acquisition and development

  $ 199,379   $ 250,953  

Rental operations

    2,996,453     2,244,715  

Tenant reinsurance

    27,645     21,856  
           

  $ 3,223,477   $ 2,517,524  
           

 

 
  For the Year Ended December 31,  
 
  2012   2011   2010  

Statement of Operations

                   

Total revenues

                   

Property management, acquisition and development

  $ 36,816   $ 29,924   $ 23,122  

Rental operations

    346,874     268,725     232,447  

Tenant reinsurance

    25,706     31,181     25,928  
               

  $ 409,396   $ 329,830   $ 281,497  
               

Operating expenses, including depreciation and amortization

                   

Property management, acquisition and development

  $ 59,746   $ 58,012   $ 49,762  

Rental operations

    184,540     150,199     134,415  

Tenant reinsurance

    7,869     6,143     6,505  
               

  $ 252,155   $ 214,354   $ 190,682  
               

Income (loss) from operations

                   

Property management, acquisition and development

  $ (22,930 ) $ (28,088 ) $ (26,640 )

Rental operations

    162,334     118,526     98,032  

Tenant reinsurance

    17,837     25,038     19,423  
               

  $ 157,241   $ 115,476   $ 90,815  
               

Interest expense

                   

Property management, acquisition and development

  $ (1,822 ) $ (2,464 ) $ (3,126 )

Rental operations

    (70,472 )   (66,598 )   (62,654 )
               

  $ (72,294 ) $ (69,062 ) $ (65,780 )
               

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(amounts in thousands, except property and share data)

21. SEGMENT INFORMATION (Continued)

 
  For the Year Ended December 31,  
 
  2012   2011   2010  

Interest income

                   

Property management, acquisition and development

  $ 1,804   $ 1,016   $ 889  

Tenant reinsurance

    12     11     9  
               

  $ 1,816   $ 1,027   $ 898  
               

Interest income on note receivable from Preferred Operating Partnership unit holder

                   

Property management, acquisition and development

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

Equity in earnings of real estate ventures

                   

Rental operations

  $ 10,859   $ 7,287   $ 6,753  
               

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

                   

Rental operations

  $ 30,630   $   $  
               

Income tax expense

                   

Property management, acquisition and development

  $ 4,986   $ 7,612   $ 2,639  

Tenant reinsurance

    (10,399 )   (8,767 )   (6,801 )
               

  $ (5,413 ) $ (1,155 ) $ (4,162 )
               

Net income (loss)

                   

Property management, acquisition and development

  $ (13,112 ) $ (17,074 ) $ (21,388 )

Rental operations

    133,351     59,215     42,131  

Tenant reinsurance

    7,450     16,282     12,631  
               

  $ 127,689   $ 58,423   $ 33,374  
               

Depreciation and amortization expense

                   

Property management, acquisition and development

  $ 3,941   $ 3,296   $ 2,099  

Rental operations

    70,512     54,718     48,250  
               

  $ 74,453   $ 58,014   $ 50,349  
               

Statement of Cash Flows

                   

Acquisition of real estate assets

                   

Property management, acquisition and development

  $ (601,727 ) $ (194,959 ) $ (69,588 )

Development and construction of real estate assets

                   

Property management, acquisition and development

  $ (3,759 ) $ (7,060 ) $ (36,062 )

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(amounts in thousands, except property and share data)

22. COMMITMENTS AND CONTINGENCIES

        The Company has operating leases on its corporate offices and owns 18 self-storage facilities that are subject to ground leases. At December 31, 2012, future minimum rental payments under these non-cancelable operating leases were as follows (unaudited):

Less than 1 year

  $ 7,463  

Year 2

    7,330  

Year 3

    5,206  

Year 4

    4,072  

Year 5

    2,783  

Thereafter

    42,542  
       

  $ 69,396  
       

        The monthly rental amounts for two of the ground leases include contingent rental payments based on the level of revenue achieved at the properties. The Company recorded expense of $2,830, $2,799 and $2,416 related to these leases in the years ended December 31, 2012, 2011 and 2010, 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   $ 8,432  

Extra Space of Sacramento One LLC

  Apr-09   Apr-14   $ 4,307   $ 9,507  

ESS Baltimore LLC

  Nov-04   Feb-13   $ 3,950   $ 6,465  

        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, 2012, 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 recorded a liability of $1,800 during the year ended December 31, 2011, 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, 2012, 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.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2012

(amounts in thousands, except property and share data)

23. SUPPLEMENTARY QUARTERLY FINANCIAL DATA (UNAUDITED)

 
  For the Three Months Ended  
 
  March 31,
2012
  June 30,
2012
  September 30,
2012
  December 31,
2012
 

Revenues

  $ 90,987   $ 94,951   $ 109,791   $ 113,667  

Cost of operations

    58,217     57,076     66,307     70,555  
                   

Revenues less cost of operations

  $ 32,770   $ 37,875   $ 43,484   $ 43,112  
                   

Net income

  $ 22,518   $ 24,745   $ 41,553   $ 38,873  
                   

Net income attributable to common stockholders

  $ 20,214   $ 22,413   $ 38,606   $ 36,076  
                   

Net income—basic

  $ 0.21   $ 0.22   $ 0.37   $ 0.33  

Net income—diluted

  $ 0.21   $ 0.22   $ 0.37   $ 0.33  

 

 
  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  

(1)
Included in revenues is $4,425 of asset management fees related to the years 2006 through 2010. For further discussion on the complete impact to the financial statements, refer to Note 13.

24. SUBSEQUENT EVENTS

        On February 12, 2013, the Company acquired two properties located in Illinois and Maryland for approximately $12,900 in cash by purchasing a partner's interest in an existing joint venture.

94


Table of Contents

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

 
   
   
   
   
   
   
   
   
   
   
   
  Gross carrying amount at
December 31, 2012
   
   
 
   
   
   
   
   
   
  Building
costs
subsequent
to acquisition
   
   
   
   
   
  Date
acquired or
development
completed
Property
Number
  Property Name   State   Debt   Land
initial
cost
  Building and
improvements
initial cost
  Land costs
subsequent
to acquisition
  Land
Adjustments
  Notes   Building
Adjustments
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation

0654

 

Hoover

  AL   $ 2,754   $ 1,313   $ 2,858   $   $ 608   $       $       $ 1,313   $ 3,466   $ 4,779   $ 821   Aug-07

8115

 

Auburn

  AL     2,538     324     1,895         106                     324     2,001     2,325     130   Aug-10

0751

 

Birmingham

  AL     4,706     790     9,369                             790     9,369     10,159     110   Jul-12

8116

 

Auburn

  AL         92     138         144                     92     282     374     32   Aug-10

0338

 

Phoenix

  AZ     7,164     1,441     7,982         545                     1,441     8,527     9,968     1,813   Jul-05

0659

 

Phoenix

  AZ         669     4,135         169                     669     4,304     4,973     720   Jan-07

1211

 

Peoria

  AZ     2,248     652     4,105         100                     652     4,205     4,857     717   Apr-06

1356

 

Phoenix

  AZ     3,405     552     3,530         211                     552     3,741     4,293     708   Jun-06

8066

 

Mesa

  AZ     1,275     849     2,547         145                     849     2,692     3,541     605   Aug-04

1431

 

Peoria

  AZ         1,060     4,731         97                     1,060     4,828     5,888     222   Jan-11

0239

 

Mesa

  AZ     3,395     1,129     4,402         8                     1,129     4,410     5,539     52   Jul-12

0814

 

Tucson

  AZ         1,090     7,845         2                     1,090     7,847     8,937     25   Nov-12

0822

 

Phoenix

  AZ         2,257     7,820                             2,257     7,820     10,077     25   Nov-12

1499

 

Mesa

  AZ         2,973     5,545         4                     2,973     5,549     8,522     6   Dec-12

1373

 

Colma

  CA     15,718     3,947     22,002         2,136                     3,947     24,138     28,085     3,833   Jun-07

1371

 

Berkeley

  CA     15,336     1,716     19,602         1,806                     1,716     21,408     23,124     3,234   Jun-07

8008

 

Sherman Oaks

  CA     16,938     4,051     12,152         297                     4,051     12,449     16,500     2,716   Aug-04

0645

 

Oceanside

  CA     9,391     3,241     11,361         664                     3,241     12,025     15,266     2,548   Jul-05

1370

 

Alameda

  CA         2,919     12,984         1,851                     2,919     14,835     17,754     2,540   Jun-07

1071

 

Burbank

  CA     8,473     3,199     5,082         594     419   (a)     672   (a)     3,618     6,348     9,966     2,068   Aug-00

1377

 

San Leandro

  CA     9,664     4,601     9,777         1,929                     4,601     11,706     16,307     2,050   Aug-07

1368

 

San Francisco

  CA     12,776     8,457     9,928         1,668                     8,457     11,596     20,053     1,980   Jun-07

8011

 

Venice

  CA     6,260     2,803     8,410         180                     2,803     8,590     11,393     1,870   Aug-04

1374

 

Hayward

  CA     8,702     3,149     8,006         2,337                     3,149     10,343     13,492     1,802   Jun-07

1053

 

Oakland

  CA     2,874         3,777         490             494   (a)         4,761     4,761     1,620   Apr-00

1122

 

North Hollywood

  CA     7,265     3,125     9,257         92                     3,125     9,349     12,474     1,613   May-06

1009

 

Torrance

  CA         3,710     6,271         530     400   (d)             4,110     6,801     10,911     1,586   Jun-04

1111

 

Palmdale

  CA     5,021     1,225     5,379         2,156                     1,225     7,535     8,760     1,510   Jan-05

1031

 

Glendale

  CA             6,084         240                         6,324     6,324     1,464   Jun-04

1070

 

Inglewood

  CA     4,927     1,379     3,343         418     150   (a)     377   (a)     1,529     4,138     5,667     1,430   Aug-00

0177

 

Hemet

  CA     5,131     1,146     6,369         246                     1,146     6,615     7,761     1,355   Jul-05

1160

 

Los Angeles

  CA         3,991     9,774         44                     3,991     9,818     13,809     1,272   Dec-07

1029

 

Richmond

  CA     5,011     953     4,635         581                     953     5,216     6,169     1,235   Jun-04

1157

 

Fontana

  CA     3,367     961     3,846         175     39   (a)     186   (a) (c)     1,000     4,207     5,207     1,173   Sep-02

1057

 

Los Angeles

  CA     5,109     1,431     2,976         175     180   (a)     374   (a)     1,611     3,525     5,136     1,163   Mar-00

0328

 

Sacramento

  CA     4,066     852     4,720         428                     852     5,148     6,000     1,121   Jul-05

1358

 

Lancaster

  CA     5,781     1,347     5,827         218                     1,347     6,045     7,392     1,116   Jul-06

1384

 

Santa Fe Springs

  CA     6,707     3,617     7,022         276                     3,617     7,298     10,915     1,092   Oct-07

8016

 

Riverside

  CA     2,260     1,075     4,042         471                     1,075     4,513     5,588     1,092   Aug-04

1013

 

Livermore

  CA         1,134     4,615         210                     1,134     4,825     5,959     1,087   Jun-04

1020

 

Pico Rivera

  CA     4,222     1,150     3,450         146                     1,150     3,596     4,746     1,054   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, 2012
   
   
 
   
   
   
   
   
   
  Building
costs
subsequent
to acquisition
   
   
   
   
   
  Date
acquired or
development
completed
Property
Number
  Property Name   State   Debt   Land
initial
cost
  Building and
improvements
initial cost
  Land costs
subsequent
to acquisition
  Land
Adjustments
  Notes   Building
Adjustments
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation

1222

 

Belmont

  CA         3,500     7,280         51                     3,500     7,331     10,831     1,015   May-07

1372

 

Castro Valley

  CA             6,346         349                         6,695     6,695     972   Jun-07

1030

 

Hawthorne

  CA     3,911     1,532     3,871         208                     1,532     4,079     5,611     969   Jun-04

1095

 

Stockton

  CA     2,572     649     3,272         172                     649     3,444     4,093     967   May-02

1378

 

El Sobrante

  CA         1,209     4,018         1,213                     1,209     5,231     6,440     953   Jun-07

1121

 

Fontana

  CA     1,816     1,246     3,356         165     54   (a)     179   (a) (c)     1,300     3,700     5,000     927   Oct-03

1232

 

Antelope

  CA     3,902     1,525     8,345         (17 )   (340 ) (b)             1,185     8,328     9,513     920   Jul-08

1235

 

Los Angeles

  CA     4,938     2,200     8,108         20                     2,200     8,128     10,328     901   Sep-08

1083

 

Whittier

  CA             2,985         132             20   (c)         3,137     3,137     878   Jun-02

1382

 

Pleasanton

  CA     2,894     1,208     4,283         403                     1,208     4,686     5,894     861   May-07

1255

 

Compton

  CA     4,060     1,426     7,582         38                     1,426     7,620     9,046     842   Sep-08

1112

 

Tracy

  CA     2,771     778     2,638         173     133   (a)     481   (a) (c)     911     3,292     4,203     839   Jul-03

1194

 

San Bernardino

  CA         750     5,135         55                     750     5,190     5,940     829   Jun-06

1007

 

San Bernardino

  CA         1,213     3,061         148                     1,213     3,209     4,422     753   Jun-04

1267

 

Oakland

  CA         3,024     11,321         150                     3,024     11,471     14,495     753   May-10

0144

 

Watsonville

  CA     3,292     1,699     3,056         195                     1,699     3,251     4,950     699   Jul-05

1261

 

Santa Clara

  CA     8,414     4,750     8,218         31                     4,750     8,249     12,999     699   Jul-09

1425

 

Sylmar

  CA     4,209     3,058     4,671         247                     3,058     4,918     7,976     687   May-08

1254

 

Pacoima

  CA     2,302     3,050     7,597         80                     3,050     7,677     10,727     649   Aug-09

8055

 

Manteca

  CA     3,719     848     2,543         119                     848     2,662     3,510     639   Jan-04

1433

 

Sacramento

  CA         2,400     7,425         53                     2,400     7,478     9,878     633   Sep-09

1379

 

Vallejo

  CA     3,098     1,177     2,157         932                     1,177     3,089     4,266     631   Jun-07

1174

 

Tracy

  CA         946     1,937         216             10   (c)     946     2,163     3,109     592   Apr-04

8145

 

San Jose

  CA     8,713     5,340     6,821         195                     5,340     7,016     12,356     565   Sep-09

1383

 

Modesto

  CA     1,468     909     3,043         269                     909     3,312     4,221     554   Jun-07

1004

 

Claremont

  CA         1,472     2,012         228                     1,472     2,240     3,712     544   Jun-04

1404

 

El Cajon

  CA         1,100     6,380         44                     1,100     6,424     7,524     519   Sep-09

1474

 

Cerritos

  CA     17,385     8,728     15,895         172                     8,728     16,067     24,795     503   Oct-11

1278

 

Lancaster

  CA         1,425     5,855         46                     1,425     5,901     7,326     464   Oct-09

1256

 

Carson

  CA             9,709         74                         9,783     9,783     449   Mar-11

1166

 

Elk Grove

  CA     2,962     952     6,936         54     123   (a)     234   (a)     1,075     7,224     8,299     419   Dec-07

1257

 

San Leandro

  CA     4,299     3,343     6,630         51     (52 ) (a)     (237 ) (a)     3,291     6,444     9,735     378   Oct-10

1273

 

Sacramento

  CA     3,130     1,738     5,522         60     106   (a)     (81 ) (a) (c)     1,844     5,501     7,345     322   Oct-10

1461

 

Burlingame

  CA     5,555     2,211     5,829         95                     2,211     5,924     8,135     260   Apr-11

1486

 

San Dimas

  CA     5,533     1,867     6,354         44                     1,867     6,398     8,265     201   Oct-11

1296

 

Los Gatos

  CA         2,550     8,257         36                     2,550     8,293     10,843     187   Jul-12

1485

 

Placentia

  CA     6,917     4,798     5,483         65                     4,798     5,548     10,346     176   Oct-11

1477

 

Fontana

  CA     4,792     778     4,723         90                     778     4,813     5,591     155   Oct-11

0305

 

Hawaiian Gardens

  CA     9,613     2,964     12,478         95                     2,964     12,573     15,537     148   Jul-12

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, 2012
   
   
 
   
   
   
   
   
   
  Building
costs
subsequent
to acquisition
   
   
   
   
   
  Date
acquired or
development
completed
Property
Number
  Property Name   State   Debt   Land
initial
cost
  Building and
improvements
initial cost
  Land costs
subsequent
to acquisition
  Land
Adjustments
  Notes   Building
Adjustments
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation

1476

 

Fontana

  CA     4,324     768     4,208         59                     768     4,267     5,035     135   Oct-11

1481

 

Lake Elsinore

  CA         587     4,219         34                     587     4,253     4,840     134   Oct-11

0721

 

Santa Cruz

  CA         1,588     11,160         5                     1,588     11,165     12,753     131   Jul-12

1478

 

Fontana

  CA     4,076     684     3,951         63                     684     4,014     4,698     129   Oct-11

1480

 

Irvine

  CA     5,118     3,821     3,999         48                     3,821     4,047     7,868     129   Oct-11

0352

 

Los Angeles

  CA         4,555     10,590         9                     4,555     10,599     15,154     125   Jul-12

1488

 

Santa Maria

  CA     3,268     1,310     3,526         38                     1,310     3,564     4,874     112   Oct-11

1487

 

Santa Maria

  CA     3,015     1,556     2,740         89                     1,556     2,829     4,385     94   Oct-11

1483

 

Long Beach

  CA     2,767     1,772     2,539         75                     1,772     2,614     4,386     85   Oct-11

1484

 

Paramount

  CA     2,663     1,404     2,549         105                     1,404     2,654     4,058     85   Oct-11

1472

 

Bloomington

  CA     2,496     934     1,937         129                     934     2,066     3,000     75   Oct-11

1482

 

Lake Elsinore

  CA     2,095     294     2,105         55                     294     2,160     2,454     68   Oct-11

0353

 

Los Angeles

  CA         3,099     4,889         29                     3,099     4,918     8,017     58   Jul-12

1475

 

Claremont

  CA     2,362     1,375     1,434         34                     1,375     1,468     2,843     48   Oct-11

1473

 

Bloomington

  CA     1,515     647     1,303         50                     647     1,353     2,000     47   Oct-11

1471

 

Bellflower

  CA     1,280     640     1,350         29                     640     1,379     2,019     44   Oct-11

0231

 

Moreno Valley

  CA     2,139     482     3,484         3                     482     3,487     3,969     41   Jul-12

0825

 

Orange

  CA         4,847     12,341         3                     4,847     12,344     17,191     40   Nov-12

1489

 

Victorville

  CA     713     151     751         85                     151     836     987     28   Oct-11

1491

 

San Jose

  CA     2,570     2,428     2,323         45                     2,428     2,368     4,796     28   Jul-12

1479

 

Hesperia

  CA     446     156     430         86                     156     516     672     22   Oct-11

1253

 

Thousand Oaks

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

1275

 

Simi Valley

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

1075

 

Thornton

  CO     2,966     212     2,044         651     36   (a)     389   (a)     248     3,084     3,332     1,084   Sep-00

1074

 

Denver

  CO     2,708     602     2,052         598     143   (a)     512   (a)     745     3,162     3,907     1,060   Sep-00

1076

 

Westminster

  CO     2,238     291     1,586         950     8   (a)     48   (a)     299     2,584     2,883     1,005   Sep-00

1359

 

Parker

  CO     2,604     800     4,549         599                     800     5,148     5,948     974   Sep-06

1073

 

Arvada

  CO     1,913     286     1,521         647                     286     2,168     2,454     824   Sep-00

0665

 

Colorado Springs

  CO     4,024     781     3,400         207                     781     3,607     4,388     566   Aug-07

0744

 

Colorado Springs

  CO     3,314     1,525     4,310         212                     1,525     4,522     6,047     524   Nov-08

0679

 

Denver

  CO     2,678     368     1,574         202                     368     1,776     2,144     406   Jul-05

1459

 

Colorado Springs

  CO     1,833     296     4,199         192                     296     4,391     4,687     181   Jun-11

1458

 

Castle Rock

  CO     1,208     407     3,077         106                     407     3,183     3,590     137   May-11

1460

 

Colorado Springs

  CO             6,945         10                         6,955     6,955     82   Jul-12

1097

 

Wethersfield

  CT     4,197     709     4,205         187             16   (c)     709     4,408     5,117     1,203   Aug-02

1079

 

Groton

  CT     2,309     1,277     3,992         383             46   (c)     1,277     4,421     5,698     1,166   Jan-04

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, 2012
   
   
 
   
   
   
   
   
   
  Building
costs
subsequent
to acquisition
   
   
   
   
   
  Date
acquired or
development
completed
Property
Number
  Property Name   State   Debt   Land
initial
cost
  Building and
improvements
initial cost
  Land costs
subsequent
to acquisition
  Land
Adjustments
  Notes   Building
Adjustments
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation

1192

 

Middletown

  CT     2,914     932     2,810         170                     932     2,980     3,912     397   Dec-07

0568

 

Brookfield

  CT     5,233     991     7,891         39                     991     7,930     8,921     94   Jul-12

1333

 

Orlando

  FL     4,237     2,233     9,223         330             21   (c)     2,233     9,574     11,807     2,046   Mar-05

1066

 

Miami

  FL     3,230     1,325     4,395         421     114   (a)     388   (a)     1,439     5,204     6,643     1,728   Aug-00

1060

 

North Miami

  FL         1,256     6,535         484                     1,256     7,019     8,275     1,673   Jun-04

1067

 

Miami

  FL     8,219     5,315     4,305         284     544   (a)     447   (a)     5,859     5,036     10,895     1,635   Aug-00

1064

 

North Lauderdale

  FL     4,270     428     3,516         663     31   (a)     260   (a)     459     4,439     4,898     1,572   Aug-00

1334

 

Orlando

  FL         1,474     6,101         233             21   (c)     1,474     6,355     7,829     1,340   Mar-05

1068

 

Margate

  FL     3,508     430     3,139         356     39   (a)     287   (a)     469     3,782     4,251     1,246   Aug-00

0763

 

Hollywood

  FL     6,968     3,214     8,689         259                     3,214     8,948     12,162     1,242   Nov-07

1317

 

Orlando

  FL     4,407     1,216     5,008         290             39   (c)     1,216     5,337     6,553     1,228   Aug-04

1385

 

Miami

  FL     4,678     1,238     7,597         259                     1,238     7,856     9,094     1,226   May-07

1314

 

Madeira Beach

  FL         1,686     5,163         161             29   (c)     1,686     5,353     7,039     1,213   Aug-04

1336

 

Orlando

  FL         1,166     4,816         1,168             15   (c)     1,166     5,999     7,165     1,205   Mar-05

0976

 

West Palm Beach

  FL     3,872     1,752     4,909         387                     1,752     5,296     7,048     1,199   Jul-05

0692

 

Venice

  FL     6,986     1,969     5,903         311                     1,969     6,214     8,183     1,190   Jan-06

0101

 

Fort Myers

  FL     4,260     1,985     4,983         387                     1,985     5,370     7,355     1,187   Jul-05

1308

 

Fort Myers

  FL     2,919     1,691     4,711         203             29   (c)     1,691     4,943     6,634     1,154   Aug-04

1069

 

West Palm Beach

  FL     1,765     1,312     2,511         513     104   (a)     204   (a)     1,416     3,228     4,644     1,128   Aug-00

1318

 

Port Charlotte

  FL         1,389     4,632         176             20   (c)     1,389     4,828     6,217     1,087   Aug-04

1310

 

Ft Lauderdale

  FL     2,627     1,587     4,205         271             32   (c)     1,587     4,508     6,095     1,064   Aug-04

1324

 

Valrico

  FL     3,013     1,197     4,411         185             34   (c)     1,197     4,630     5,827     1,060   Aug-04

1065

 

West Palm Beach

  FL     1,533     1,164     2,511         390     82   (a)     180   (a)     1,246     3,081     4,327     1,032   Aug-00

1392

 

Coral Springs

  FL     6,627     3,638     6,590         207                     3,638     6,797     10,435     871   Jun-08

0545

 

Tampa

  FL         1,425     4,766         289                     1,425     5,055     6,480     863   Mar-07

1335

 

Ocoee

  FL         872     3,642         187             17   (c)     872     3,846     4,718     861   Mar-05

1266

 

Hialeah

  FL         2,800     7,588         80                     2,800     7,668     10,468     860   Aug-08

0752

 

Deland

  FL     2,866     1,318     3,971         245                     1,318     4,216     5,534     783   Jan-06

1319

 

Riverview

  FL     2,475     654     2,953         155             29   (c)     654     3,137     3,791     745   Aug-04

1429

 

Miami

  FL     6,950     4,798     9,475         26                     4,798     9,501     14,299     745   Nov-09

1337

 

Greenacres

  FL     2,655     1,463     3,244         90             14   (c)     1,463     3,348     4,811     716   Mar-05

1402

 

Estero

  FL         2,198     8,215         20                     2,198     8,235     10,433     696   Jul-09

1366

 

Tampa

  FL     3,390     883     3,533         146                     883     3,679     4,562     620   Nov-06

1409

 

Hialeah

  FL     1,103     1,750     7,150         36                     1,750     7,186     8,936     547   Jan-10

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, 2012
   
   
 
   
   
   
   
   
   
  Building
costs
subsequent
to acquisition
   
   
   
   
   
  Date
acquired or
development
completed
Property
Number
  Property Name   State   Debt   Land
initial
cost
  Building and
improvements
initial cost
  Land costs
subsequent
to acquisition
  Land
Adjustments
  Notes   Building
Adjustments
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation

1403

 

Hialeah

  FL         1,678     6,807         28                     1,678     6,835     8,513     402   Sep-10

1427

 

Ft Lauderdale

  FL     5,122     2,750     7,002         469                     2,750     7,471     10,221     344   May-11

1424

 

Kendall

  FL         2,375     5,543         55                     2,375     5,598     7,973     221   Feb-11

1466

 

Miami

  FL         521     5,198         104                     521     5,302     5,823     173   Oct-11

8136

 

Orlando

  FL         625     2,133         49                     625     2,182     2,807     151   Jul-10

0254

 

Miami

  FL     8,235     3,257     9,713         40                     3,257     9,753     13,010     115   Jul-12

1494

 

Lakeland

  FL     5,754     871     6,905         178                     871     7,083     7,954     115   May-12

1186

 

West Palm Beach

  FL     3,488     1,729     4,058         12                     1,729     4,070     5,799     109   Dec-11

1493

 

Lakeland

  FL     4,005     593     4,701         143                     593     4,844     5,437     79   May-12

0208

 

Miami

  FL     5,911     1,979     6,513         17                     1,979     6,530     8,509     77   Jul-12

0812

 

Sarasota

  FL         4,665     9,016                             4,665     9,016     13,681     29   Nov-12

1492

 

Auburndale

  FL     1,323     470     1,076         72                     470     1,148     1,618     19   May-12

0831

 

Brandon

  FL         1,327     5,656                             1,327     5,656     6,983     18   Nov-12

0819

 

Fort Lauderdale

  FL         1,576     5,397         1                     1,576     5,398     6,974     17   Nov-12

8298

 

Land O Lakes

  FL         798     4,490                             798     4,490     5,288     5   Dec-12

8137

 

St Petersburg

  FL         805     3,345                             805     3,345     4,150     4   Dec-12

8187

 

Seminole

  FL     4,742     1,133     3,017                             1,133     3,017     4,150     3   Dec-12

8297

 

North Fort Myers

  FL         799     2,372                             799     2,372     3,171     3   Dec-12

1432

 

Plantation

  FL         3,850                 (1,900 ) (e)             1,950         1,950        

1304

 

Atlanta

  GA     8,066     3,737     8,333         332             35   (c)     3,737     8,700     12,437     1,982   Aug-04

1338

 

Atlanta

  GA     6,706     3,319     8,325         432             33   (c)     3,319     8,790     12,109     1,910   Feb-05

1322

 

Stone Mountain

  GA     2,909     1,817     4,382         234             24   (c)     1,817     4,640     6,457     1,053   Aug-04

1321

 

Snellville

  GA         2,691     4,026         251             23   (c)     2,691     4,300     6,991     989   Aug-04

0417

 

Stone Mountain

  GA     1,761     925     3,505         278                     925     3,783     4,708     788   Jul-05

0753

 

Duluth

  GA     3,246     1,454     4,151         109                     1,454     4,260     5,714     635   Jun-07

0693

 

Alpharetta

  GA     2,648     1,893     3,161         138                     1,893     3,299     5,192     598   Aug-06

0699

 

Dacula

  GA     3,819     1,993     3,001         117                     1,993     3,118     5,111     582   Jan-06

1320

 

Atlanta

  GA         1,665     2,028         169             21   (c)     1,665     2,218     3,883     541   Aug-04

0754

 

Sugar Hill

  GA         1,371     2,547         151                     1,371     2,698     4,069     430   Jun-07

0745

 

Sugar Hill

  GA         1,368     2,540         157                     1,368     2,697     4,065     427   Jun-07

8134

 

Lithonia

  GA         1,958     3,645         78                     1,958     3,723     5,681     306   Nov-09

8161

 

Marietta

  GA         887     2,617         201                     887     2,818     3,705     188   Jun-10

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, 2012
   
   
 
   
   
   
   
   
   
  Building
costs
subsequent
to acquisition
   
   
   
   
   
  Date
acquired or
development
completed
Property
Number
  Property Name   State   Debt   Land
initial
cost
  Building and
improvements
initial cost
  Land costs
subsequent
to acquisition
  Land
Adjustments
  Notes   Building
Adjustments
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation

8162

 

Kennesaw

  GA         673     1,151         106                     673     1,257     1,930     90   Jun-10

8163

 

Douglasville

  GA     3,360     1,209     719         277                     1,209     996     2,205     69   Jun-10

0815

 

Atlanta

  GA         1,718     6,388         2                     1,718     6,390     8,108     20   Nov-12

1313

 

Alpharetta

  GL         1,973     1,587         182             20   (c)     1,973     1,789     3,762     432   Aug-04

1376

 

Kapolei

  HI     14,545         24,701         417                         25,118     25,118     3,670   Jun-07

1375

 

Kahului

  HI         3,984     15,044         621                     3,984     15,665     19,649     2,400   Jun-07

1171

 

Gurnee

  IL         1,374     8,296         86                     1,374     8,382     9,756     1,132   Oct-07

0731

 

Chicago

  IL     4,260     621     3,428         851                     621     4,279     4,900     1,073   Jul-05

1108

 

Crest Hill

  IL     2,444     847     2,946         177     121   (a)     472   (a) (c)     968     3,595     4,563     907   Jul-03

1104

 

South Holland

  IL     1,540     839     2,879         187     26   (a)     108   (a) (c)     865     3,174     4,039     879   Oct-02

0729

 

Chicago

  IL     2,808     472     2,582         696                     472     3,278     3,750     807   Jul-05

1259

 

Naperville

  IL         2,800     7,355         116     (850 ) (e)             1,950     7,471     9,421     782   Dec-08

0728

 

Chicago

  IL     3,098     449     2,471         698                     449     3,169     3,618     754   Jul-05

1242

 

North Aurora

  IL     2,523     600     5,833         101                     600     5,934     6,534     710   May-08

1263

 

Tinley Park

  IL         1,823     4,794         82     (275 ) (e)             1,548     4,876     6,424     540   Aug-08

1178

 

Highland Park

  IL     7,344     5,798     6,016         64                     5,798     6,080     11,878     165   Dec-11

1173

 

Naperville

  IL     5,033     1,860     5,793         54                     1,860     5,847     7,707     158   Dec-11

0730

 

Skokie

  IL     4,260     1,119     7,502         26                     1,119     7,528     8,647     88   Jul-12

1226

 

Chicago

  IL         1,925                                 1,925         1,925        

1396

 

Indianapolis

  IN         850     4,545         307                     850     4,852     5,702     614   Oct-08

0652

 

Indianapolis

  IN         588     3,457         264                     588     3,721     4,309     604   Aug-07

1393

 

Carmel

  IN         1,169     4,393         223                     1,169     4,616     5,785     569   Oct-08

1394

 

Fort Wayne

  IN         1,899     3,292         258                     1,899     3,550     5,449     460   Oct-08

1397

 

Mishawaka

  IN     2,689     630     3,349         217                     630     3,566     4,196     458   Oct-08

1395

 

Indianapolis

  IN         426     2,903         248                     426     3,151     3,577     422   Oct-08

1513

 

Richmond

  IN         723     482         57                     723     539     1,262     27   Jun-11

1514

 

Connersville

  IN         472     315         56                     472     371     843     20   Jun-11

0827

 

Indianapolis

  IN         646     1,294                             646     1,294     1,940     4   Nov-12

0586

 

Wichita

  KS     2,132     366     1,897         361                     366     2,258     2,624     499   Apr-06

0648

 

Louisville

  KY     2,447     1,217     4,611         156                     1,217     4,767     5,984     1,002   Jul-05

0343

 

Louisville

  KY     2,904     586     3,244         355                     586     3,599     4,185     785   Jul-05

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, 2012
   
   
 
   
   
   
   
   
   
  Building
costs
subsequent
to acquisition
   
   
   
   
   
  Date
acquired or
development
completed
Property
Number
  Property Name   State   Debt   Land
initial
cost
  Building and
improvements
initial cost
  Land costs
subsequent
to acquisition
  Land
Adjustments
  Notes   Building
Adjustments
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation

0668

 

Louisville

  KY     3,549     892     2,677         170                     892     2,847     3,739     553   Dec-05

1515

 

Covington

  KY     2,074     839     2,543         104                     839     2,647     3,486     110   Jun-11

1316

 

New Orleans

  LA     5,555     4,058     4,325         576             24   (c)     4,058     4,925     8,983     1,169   Aug-04

1315

 

Metairie

  LA     3,929     2,056     4,216         130             18   (c)     2,056     4,364     6,420     986   Aug-04

1206

 

Waltham

  MA     5,337     3,770     11,310         1,050             17   (c)     3,770     12,377     16,147     2,882   Feb-04

1205

 

Dedham

  MA         2,443     7,328         1,229             16   (c)     2,443     8,573     11,016     2,101   Feb-04

1107

 

Somerville

  MA     6,809     1,728     6,570         559     3   (a)     13   (a)     1,731     7,142     8,873     2,090   Jun-01

1003

 

Worcester

  MA     4,660     896     4,377         3,076                     896     7,453     8,349     1,996   May-04

1099

 

Milton

  MA         2,838     3,979         6,499             20   (c)     2,838     10,498     13,336     1,863   Nov-02

1001

 

Foxboro

  MA         759     4,158         507                     759     4,665     5,424     1,778   May-04

1094

 

Saugus

  MA     3,680     1,725     5,514         488             104   (c)     1,725     6,106     7,831     1,728   Jun-03

1098

 

Jamaica Plain

  MA     9,894     3,285     11,275         132                     3,285     11,407     14,692     1,508   Dec-07

1010

 

Auburn

  MA         918     3,728         233                     918     3,961     4,879     1,304   May-04

1002

 

Hudson

  MA     3,409     806     3,122         322                     806     3,444     4,250     1,255   May-04

0519

 

Plainville

  MA     5,133     2,223     4,430         382                     2,223     4,812     7,035     1,247   Jul-05

1056

 

Dedham

  MA     2,393     2,127     3,041         518             28   (c)     2,127     3,587     5,714     1,190   Mar-02

1019

 

Norwood

  MA     6,832     2,160     2,336         1,521     61   (a)     95   (a)     2,221     3,952     6,173     1,170   Aug-99

7001

 

Weymouth

  MA         2,806     3,129         189                     2,806     3,318     6,124     1,138   Sep-00

1022

 

Northborough

  MA     4,654     280     2,715         498                     280     3,213     3,493     1,133   Feb-01

1028

 

Ashland

  MA         474     3,324         300             27   (c)     474     3,651     4,125     1,133   Jun-03

7002

 

Lynn

  MA         1,703     3,237         314                     1,703     3,551     5,254     1,131   Jun-01

0746

 

Stoneham

  MA     6,087     944     5,241         163                     944     5,404     6,348     1,105   Jul-05

1204

 

Quincy

  MA         1,359     4,078         231             18   (c)     1,359     4,327     5,686     1,093   Feb-04

1047

 

Stoughton

  MA         1,754     2,769         258                     1,754     3,027     4,781     1,029   May-04

1035

 

Marshfield

  MA     4,728     1,039     4,155         246     (13 )               1,026     4,401     5,427     1,024   Mar-04

1023

 

Raynham

  MA         588     2,270         322     82   (a)     323   (a)     670     2,915     3,585     926   May-00

1025

 

Brockton

  MA         647     2,762         148                     647     2,910     3,557     878   May-04

1084

 

Kingston

  MA         555     2,491         128             32   (c)     555     2,651     3,206     862   Oct-02

1011

 

North Oxford

  MA         482     1,762         237     46   (a)     168   (a)     528     2,167     2,695     785   Oct-99

1219

 

Worcester

  MA     4,269     1,350     4,433         120                     1,350     4,553     5,903     740   Dec-06

0675

 

Everett

  MA         692     2,129         672                     692     2,801     3,493     702   Jul-05

1135

 

Revere

  MA     5,230     2,275     6,935         68                     2,275     7,003     9,278     190   Dec-11

1207

 

Woburn

  MA                     228             17   (c)         245     245     117   Feb-04

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, 2012
   
   
 
   
   
   
   
   
   
  Building
costs
subsequent
to acquisition
   
   
   
   
   
  Date
acquired or
development
completed
Property
Number
  Property Name   State   Debt   Land
initial
cost
  Building and
improvements
initial cost
  Land costs
subsequent
to acquisition
  Land
Adjustments
  Notes   Building
Adjustments
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation

1208

 

East Somerville

  MA                     137             14   (c)         151     151     92   Feb-04

0261

 

Tyngsboro

  MA     3,554     1,843     5,004         26                     1,843     5,030     6,873     59   Jul-12

8074

 

Danvers

  MA         3,115     5,736         1                     3,115     5,737     8,852     18   Nov-12

0734

 

Framingham

  MA                     8                         8     8     1   Jul-12

0552

 

Bethesda

  MD     12,392     3,671     18,331         399                     3,671     18,730     22,401     4,150   Jul-05

1195

 

Lanham

  MD     12,823     3,346     10,079         1,279     (728 ) (b)     12   (c)     2,618     11,370     13,988     2,736   Feb-04

0950

 

Columbia

  MD     8,132     1,736     9,632         257                     1,736     9,889     11,625     1,988   Jul-05

0919

 

Arnold

  MD     9,197     2,558     9,446         304                     2,558     9,750     12,308     1,986   Jul-05

0380

 

Rockville

  MD     12,502     4,596     11,328         253                     4,596     11,581     16,177     1,930   Sep-06

0980

 

Ft. Washington

  MD     9,424     4,920     9,174         193                     4,920     9,367     14,287     1,488   Jan-07

0152

 

Annapolis

  MD     6,229     1,375     8,896         288                     1,375     9,184     10,559     1,388   Aug-07

1381

 

Annapolis

  MD     6,704     5,248     7,247         186                     5,248     7,433     12,681     1,145   Apr-07

0507

 

Towson

  MD     3,969     861     4,742         204                     861     4,946     5,807     1,041   Jul-05

1292

 

Laurel Heights

  MD     6,232     3,000     5,930         67                     3,000     5,997     8,997     809   Dec-07

1233

 

Baltimore

  MD     4,550     800     5,955         105                     800     6,060     6,860     655   Nov-08

1453

 

Capitol Heights

  MD     8,617     1,461     9,866         182                     1,461     10,048     11,509     586   Oct-10

0918

 

Pasadena

  MD     3,869     1,869     3,056         701                     1,869     3,757     5,626     551   Sep-08

1439

 

Baltimore

  MD         1,900     5,277         90                     1,900     5,367     7,267     352   Jun-10

1287

 

Pasadena

  MD         3,500     7,407         128                     3,500     7,535     11,035     297   Mar-11

8211

 

Randallstown

  MD     1,967     764     6,331         146                     764     6,477     7,241     234   Aug-11

8248

 

Glen Burnie

  MD         1,303     4,218         172                     1,303     4,390     5,693     179   Jul-11

0757

 

Cockeysville

  MD     4,061     465     5,600         71                     465     5,671     6,136     116   Mar-12

0588

 

Towson

  MD     6,286     1,094     9,598         9                     1,094     9,607     10,701     113   Jul-12

0258

 

Gambrills

  MD     4,969     1,905     7,104         13                     1,905     7,117     9,022     84   Jul-12

0750

 

Baltimore

  MD     4,744     1,185     5,051         20                     1,185     5,071     6,256     82   May-12

0512

 

Lexington Park

  MD     2,665     4,314     8,412                             4,314     8,412     12,726     9   Dec-12

1262

 

Edgewood

  MD         1,000                 (575 ) (e)             425         425        

0556

 

Mount Clemens

  MI     2,033     798     1,796         350                     798     2,146     2,944     493   Jul-05

0309

 

Grandville

  MI     1,646     726     1,298         373                     726     1,671     2,397     434   Jul-05

0553

 

Belleville

  MI     4,156     954     4,984         7                     954     4,991     5,945     59   Jul-12

1061

 

St. Louis

  MO     2,009     631     2,159         330     59   (a)     205   (a)     690     2,694     3,384     927   Jun-00

102


Table of Contents

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

 
   
   
   
   
   
   
   
   
   
   
   
  Gross carrying amount at
December 31, 2012
   
   
 
   
   
   
   
   
   
  Building
costs
subsequent
to acquisition
   
   
   
   
   
  Date
acquired or
development
completed
Property
Number
  Property Name   State   Debt   Land
initial
cost
  Building and
improvements
initial cost
  Land costs
subsequent
to acquisition
  Land
Adjustments
  Notes   Building
Adjustments
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation

0664

 

Florissant

  MO     3,603     1,241     4,648         304                     1,241     4,952     6,193     841   Aug-07

0656

 

St. Louis

  MO         1,444     4,162         279                     1,444     4,441     5,885     742   Aug-07

1062

 

St. Louis

  MO     1,540     156     1,313         409     17   (a)     151   (a)     173     1,873     2,046     684   Jun-00

0663

 

St. Louis

  MO     2,777     676     3,551         284                     676     3,835     4,511     650   Aug-07

0985

 

Grandview

  MO     1,065     612     1,770         341                     612     2,111     2,723     557   Jul-05

8027

 

Merrimack

  NH     3,933     754     3,299         233     63   (a)     279   (a)     817     3,811     4,628     1,045   Apr-99

0738

 

Nashua

  NH             755         88                         843     843     245   Jul-05

1117

 

Hazlet

  NJ     7,920     1,362     10,262         579                     1,362     10,841     12,203     3,149   Dec-01

1115

 

Edison

  NJ         2,519     8,547         543                     2,519     9,090     11,609     2,690   Dec-01

0809

 

North Bergen

  NJ     10,476     2,299     12,728         402                     2,299     13,130     15,429     2,620   Jul-05

0330

 

Hackensack

  NJ         2,283     11,234         727                     2,283     11,961     14,244     2,584   Jul-05

1196

 

Lawrenceville

  NJ     5,724     3,402     10,230         440             8   (c)     3,402     10,678     14,080     2,555   Feb-04

1119

 

Old Bridge

  NJ     5,765     2,758     6,450         963                     2,758     7,413     10,171     2,213   Dec-01

0655

 

Toms River

  NJ     5,060     1,790     9,935         303                     1,790     10,238     12,028     2,189   Jul-05

1197

 

Morrisville

  NJ         2,487     7,494         1,169             11   (c)     2,487     8,674     11,161     2,094   Feb-04

1032

 

Parlin

  NJ             5,273         369                         5,642     5,642     1,937   May-04

1089

 

North Bergen

  NJ     6,402     2,100     6,606         248             74   (c)     2,100     6,928     9,028     1,830   Jul-03

1329

 

Avenel

  NJ     7,859     1,518     8,037         279             24   (c)     1,518     8,340     9,858     1,797   Jan-05

1039

 

Hoboken

  NJ     8,079     2,687     6,092         218             3   (c)     2,687     6,313     9,000     1,764   Jul-02

1116

 

Egg Harbor Twp. 

  NJ     3,319     1,724     5,001         675                     1,724     5,676     7,400     1,764   Dec-01

0739

 

Linden

  NJ     3,838     1,517     8,384         214                     1,517     8,598     10,115     1,717   Jul-05

1120

 

Iselin

  NJ     4,900     505     4,524         498                     505     5,022     5,527     1,563   Dec-01

1360

 

Neptune

  NJ     7,550     4,204     8,906         272                     4,204     9,178     13,382     1,501   Nov-06

103


Table of Contents

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

 
   
   
   
   
   
   
   
   
   
   
   
  Gross carrying amount at
December 31, 2012
   
   
 
   
   
   
   
   
   
  Building
costs
subsequent
to acquisition
   
   
   
   
   
  Date
acquired or
development
completed
Property
Number
  Property Name   State   Debt   Land
initial
cost
  Building and
improvements
initial cost
  Land costs
subsequent
to acquisition
  Land
Adjustments
  Notes   Building
Adjustments
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation

1040

 

Lyndhurst

  NJ         2,679     4,644         276     250   (a)     446   (a) (c)     2,929     5,366     8,295     1,493   Mar-01

1331

 

Union

  NJ     6,788     1,754     6,237         270             78   (c)     1,754     6,585     8,339     1,489   Dec-04

1054

 

Metuchen

  NJ     5,992     1,153     4,462         261                     1,153     4,723     5,876     1,377   Dec-01

1330

 

Bayville

  NJ     3,146     1,193     5,312         280             41   (c)     1,193     5,633     6,826     1,257   Dec-04

0810

 

Parlin

  NJ         2,517     4,516         444                     2,517     4,960     7,477     1,218   Jul-05

1118

 

Howell

  NJ     3,413     2,440     3,407         388                     2,440     3,795     6,235     1,178   Dec-01

1328

 

Lumberton

  NJ     3,576     831     4,060         176             22   (c)     831     4,258     5,089     1,007   Dec-04

1038

 

Glen Rock

  NJ         1,109     2,401         151     113   (a)     249   (a) (c)     1,222     2,801     4,023     795   Mar-01

1258

 

Ewing

  NJ         1,552     4,720         249     11   (c)     (362 ) (e)     1,563     4,607     6,170     730   Mar-07

0677

 

North Bergen

  NJ         861     17,127         63                     861     17,190     18,051     533   Oct-11

1408

 

Bellmawr

  NJ         3,600     4,765         178     75   (c)             3,675     4,943     8,618     478   Sep-08

1428

 

Monmouth Junction

  NJ     3,117     1,700     5,835         85                     1,700     5,920     7,620     447   Dec-09

8093

 

Maple Shade

  NJ     4,385     1,093     5,492         70                     1,093     5,562     6,655     152   Dec-11

0784

 

Merchantville

  NJ     3,802     1,644     3,115         187                     1,644     3,302     4,946     145   Jun-11

8347

 

Mahwah

  NJ     8,335     1,890     13,112         44                     1,890     13,156     15,046     127   Aug-12

8348

 

Montville

  NJ         1,511     11,749         9                     1,511     11,758     13,269     113   Aug-12

8343

 

Fairfield

  NJ             9,402         70                         9,472     9,472     111   Jul-12

8344

 

Newark

  NJ         806     8,340         57                     806     8,397     9,203     99   Jul-12

8341

 

Parsippany

  NJ         2,353     7,798         52                     2,353     7,850     10,203     93   Jul-12

8342

 

Berkeley Heights

  NJ         1,598     7,553         62                     1,598     7,615     9,213     90   Jul-12

0332

 

Harrison

  NJ     3,686     300     6,003         24                     300     6,027     6,327     72   Jul-12

8346

 

Hackettstown

  NJ         2,144     6,660         25                     2,144     6,685     8,829     64   Aug-12

0381

 

Mt Laurel

  NJ     3,126     329     5,217         39                     329     5,256     5,585     62   Jul-12

8345

 

North Brunswick

  NJ         2,789     4,404         82                     2,789     4,486     7,275     54   Jul-12

1516

 

Fort Lee

  NJ         4,402     9,831         1                     4,402     9,832     14,234     32   Nov-12

1517

 

Union

  NJ         1,133     7,239                             1,133     7,239     8,372     23   Nov-12

0821

 

Lawnside

  NJ         1,249     5,613         1                     1,249     5,614     6,863     18   Nov-12

1519

 

Cranbury

  NJ         3,543     5,095                             3,543     5,095     8,638     16   Nov-12

1518

 

Watchung

  NJ         1,843     4,499                             1,843     4,499     6,342     14   Nov-12

0818

 

Cherry Hill

  NJ         2,323     1,549         7                     2,323     1,556     3,879     5   Nov-12

0547

 

Albuquerque

  NM     4,902     1,298     4,628         619                     1,298     5,247     6,545     842   Aug-07

0485

 

Santa Fe

  NM     5,996     3,066     7,366         20                     3,066     7,386     10,452     87   Jul-12

0817

 

Albuquerque

  NM         755     1,797         6                     755     1,803     2,558     6   Nov-12

1058

 

Las Vegas

  NV     1,219     251     717         353     27   (a)     87   (a)     278     1,157     1,435     477   Feb-00

1465

 

Las Vegas

  NV     2,491     1,441     1,810         88                     1,441     1,898     3,339     80   Jun-11

0830

 

Henderson

  NV         2,934     8,897                             2,934     8,897     11,831     29   Nov-12

0820

 

Las Vegas

  NV         773     6,006                             773     6,006     6,779     19   Nov-12

0816

 

Las Vegas

  NV         400     4,936                             400     4,936     5,336     16   Nov-12

0539

 

New York

  NY     9,867     3,060     16,978         648                     3,060     17,626     20,686     3,599   Jul-05

1213

 

Bronx

  NY     9,665     3,995     11,870         614             28   (c)     3,995     12,512     16,507     2,873   Aug-04

104


Table of Contents

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

 
   
   
   
   
   
   
   
   
   
   
   
  Gross carrying amount at
December 31, 2012
   
   
 
   
   
   
   
   
   
  Building
costs
subsequent
to acquisition
   
   
   
   
   
  Date
acquired or
development
completed
Property
Number
  Property Name   State   Debt   Land
initial
cost
  Building and
improvements
initial cost
  Land costs
subsequent
to acquisition
  Land
Adjustments
  Notes   Building
Adjustments
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation

1087

 

Mount Vernon

  NY     7,297     1,926     7,622         612             33   (c)     1,926     8,267     10,193     2,229   Nov-02

1055

 

Nanuet

  NY     3,733     2,072     4,644     667     992             24   (c)     2,739     5,660     8,399     1,589   Feb-02

0502

 

Mount Vernon

  NY     3,819     1,585     6,025         1,422                     1,585     7,447     9,032     1,572   Jul-05

1050

 

Plainview

  NY     7,800     4,287     3,710         612                     4,287     4,322     8,609     1,460   Dec-00

1399

 

Brooklyn

  NY     13,788     12,993     10,405         272                     12,993     10,677     23,670     1,183   Oct-08

0406

 

New Paltz

  NY     3,146     2,059     3,715         399                     2,059     4,114     6,173     958   Jul-05

1042

 

Bronx

  NY     18,841     3,450     21,210         93                     3,450     21,303     24,753     571   Dec-11

1450

 

Brooklyn

  NY     8,335     2,802     6,536         157                     2,802     6,693     9,495     467   May-10

1391

 

Bohemia

  NY     1,527     1,456     1,398         329                     1,456     1,727     3,183     273   Dec-07

0727

 

Brooklyn

  NY         16,188     23,309         61                     16,188     23,370     39,558     261   Jul-12

1451

 

Freeport

  NY     5,373     5,676     3,784         429                     5,676     4,213     9,889     244   Nov-10

1398

 

Centereach

  NY     4,250     2,226     1,657         120                     2,226     1,777     4,003     225   Oct-08

0630

 

Hicksville

  NY     9,017     2,581     10,677         7                     2,581     10,684     13,265     126   Jul-12

8349

 

Central Valley

  NY         2,800     12,173         51                     2,800     12,224     15,024     118   Aug-12

8350

 

Poughkeepsie

  NY         1,038     7,862         7                     1,038     7,869     8,907     93   Jul-12

0674

 

Hauppauge

  NY     5,726     1,238     7,095         77                     1,238     7,172     8,410     84   Jul-12

0470

 

Ridge

  NY     6,319     1,762     6,934         4                     1,762     6,938     8,700     82   Jul-12

0405

 

Kingston

  NY     5,002     837     6,199         7                     837     6,206     7,043     73   Jul-12

0409

 

Amsterdam

  NY     922     715     241         45                     715     286     1,001     6   Jul-12

0438

 

Columbus

  OH     2,808     483     2,654         522                     483     3,176     3,659     827   Jul-05

0365

 

Kent

  OH     1,452     220     1,206         198                     220     1,404     1,624     369   Jul-05

1502

 

Cincinnati

  OH     4,735     1,815     5,733         206                     1,815     5,939     7,754     255   Jun-11

1503

 

Cincinnati

  OH         1,445     3,755         160                     1,445     3,915     5,360     168   Jun-11

1505

 

Hamilton

  OH         673     2,910         93                     673     3,003     3,676     125   Jun-11

1501

 

Cincinnati

  OH         2,941     2,177         185                     2,941     2,362     5,303     109   Jun-11

1504

 

Cincinnati

  OH         1,217     1,941         98                     1,217     2,039     3,256     89   Jun-11

1506

 

Lebanon

  OH         1,657     1,566         100                     1,657     1,666     3,323     73   Jun-11

1507

 

Middletown

  OH     1,351     534     1,047         67                     534     1,114     1,648     50   Jun-11

1508

 

Xenia

  OH     1,680     302     1,022         55                     302     1,077     1,379     49   Jun-11

1510

 

Troy

  OH         273     544         62                     273     606     879     30   Jun-11

1512

 

Washington Court House

  OH         197     499         54                     197     553     750     27   Jun-11

0367

 

Willoughby

  OH     1,143     155     1,811                             155     1,811     1,966     21   Jul-12

0368

 

Mentor

  OH     1,386     409     1,609         24                     409     1,633     2,042     20   Jul-12

1509

 

Sidney

  OH         201     262         62                     201     324     525     18   Jun-11

1511

 

Greenville

  OH         189     302         44                     189     346     535     17   Jun-11

0829

 

Hilliard

  OH         1,613     2,369                             1,613     2,369     3,982     8   Nov-12

105


Table of Contents

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

 
   
   
   
   
   
   
   
   
   
   
   
  Gross carrying amount at
December 31, 2012
   
   
 
   
   
   
   
   
   
  Building
costs
subsequent
to acquisition
   
   
   
   
   
  Date
acquired or
development
completed
Property
Number
  Property Name   State   Debt   Land
initial
cost
  Building and
improvements
initial cost
  Land costs
subsequent
to acquisition
  Land
Adjustments
  Notes   Building
Adjustments
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation

0826

 

Mentor

  OH         658     1,267                             658     1,267     1,925     4   Nov-12

0288

 

Aloha

  OR     6,292     1,221     6,262         231                     1,221     6,493     7,714     1,364   Jul-05

1294

 

King City

  OR     3,143     2,520     6,845         45                     2,520     6,890     9,410     541   Sep-09

0286

 

Beaverton

  OR     4,772     2,014     5,786         23                     2,014     5,809     7,823     79   Jul-12

1198

 

Philadelphia

  PA     5,732     1,965     5,925         1,034             7   (c)     1,965     6,966     8,931     1,702   Feb-04

1045

 

Pittsburgh

  PA     3,868     889     4,117         546                     889     4,663     5,552     1,516   May-04

1036

 

Doylestown

  PA         220     3,442         347     301   (a) (d)     384   (a)     521     4,173     4,694     1,190   Nov-99

1046

 

Kennedy Township

  PA     2,622     736     3,173         180                     736     3,353     4,089     1,135   May-04

1332

 

Bensalem

  PA     3,068     1,131     4,525         190             66   (c)     1,131     4,781     5,912     1,101   Dec-04

1063

 

Pittsburgh

  PA     2,622     991     1,990         589     91   (a)     199   (a)     1,082     2,778     3,860     855   Aug-00

1354

 

Bensalem

  PA         750     3,015         169                     750     3,184     3,934     613   Mar-06

1048

 

Willow Grove

  PA     5,244     1,297     4,027         198                     1,297     4,225     5,522     234   Jan-11

0741

 

Johnston

  RI     6,874     2,659     4,799         417                     2,659     5,216     7,875     1,165   Jul-05

1150

 

Johnston

  RI     1,982     533     2,127         24                     533     2,151     2,684     58   Dec-11

1311

 

Goose Creek

  SC         1,683     4,372         963             30   (c)     1,683     5,365     7,048     1,117   Aug-04

1323

 

Summerville

  SC         450     4,454         141             26   (c)     450     4,621     5,071     1,050   Aug-04

1303

 

Charleston

  SC     3,569     1,279     4,171         129             30   (c)     1,279     4,330     5,609     983   Aug-04

1305

 

Columbia

  SC     2,860     838     3,312         159             38   (c)     838     3,509     4,347     841   Aug-04

8174

 

Columbia

  SC         1,784     2,745         2                     1,784     2,747     4,531     32   Jul-12

0574

 

Nashville

  TN     2,930     390     2,598         680                     390     3,278     3,668     781   Apr-06

0487

 

Cordova

  TN     2,614     852     2,720         229                     852     2,949     3,801     682   Jul-05

0704

 

Cordova

  TN         894     2,680         139                     894     2,819     3,713     471   Jan-07

8122

 

Cordova

  TN     2,100     652     1,791         67                     652     1,858     2,510     82   Apr-11

0578

 

Bartlett

  TN     2,591     632     3,798         4                     632     3,802     4,434     45   Jul-12

0680

 

Memphis

  TN     1,766     274     2,623         6                     274     2,629     2,903     31   Jul-12

0823

 

Franklin

  TN         3,357     8,984                             3,357     8,984     12,341     29   Nov-12

0374

 

Memphis

  TN     1,074     110     1,280         4                     110     1,284     1,394     19   Jul-12

0811

 

Memphis

  TN         1,040     3,867                             1,040     3,867     4,907     12   Nov-12

0813

 

Memphis

  TN         1,617     2,875                             1,617     2,875     4,492     9   Nov-12

0514

 

Dallas

  TX     11,582     1,980     12,501         318                     1,980     12,819     14,799     2,278   May-06

0584

 

Houston

  TX     8,981     2,596     8,735         307                     2,596     9,042     11,638     1,617   Apr-06

1307

 

Dallas

  TX     10,989     4,432     6,181         481             36   (c)     4,432     6,698     11,130     1,557   Aug-04

1309

 

Fort Worth

  TX         631     5,794         187             31   (c)     631     6,012     6,643     1,375   Aug-04

106


Table of Contents

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

 
   
   
   
   
   
   
   
   
   
   
   
  Gross carrying amount at
December 31, 2012
   
   
 
   
   
   
   
   
   
  Building
costs
subsequent
to acquisition
   
   
   
   
   
  Date
acquired or
development
completed
Property
Number
  Property Name   State   Debt   Land
initial
cost
  Building and
improvements
initial cost
  Land costs
subsequent
to acquisition
  Land
Adjustments
  Notes   Building
Adjustments
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation

1302

 

Austin

  TX     4,927     870     4,455         275             35   (c)     870     4,765     5,635     1,115   Aug-04

1364

 

Plano

  TX         1,010     6,203         316                     1,010     6,519     7,529     1,064   Nov-06

1363

 

Allen

  TX     4,244     901     5,553         207                     901     5,760     6,661     957   Nov-06

0521

 

South Houston

  TX     2,330     478     4,069         744                     478     4,813     5,291     928   Apr-06

1301

 

Arlington

  TX     2,251     534     2,525         304             34   (c)     534     2,863     3,397     743   Aug-04

1365

 

Plano

  TX         614     3,775         224                     614     3,999     4,613     690   Nov-06

0561

 

Dallas

  TX     2,059     337     2,216         444                     337     2,660     2,997     621   Apr-06

1306

 

San Antonio

  TX         1,269     1,816         558             30   (c)     1,269     2,404     3,673     616   Aug-04

1312

 

Grand Prairie

  TX     2,279     551     2,330         240             31   (c)     551     2,601     3,152     607   Aug-04

1357

 

Rowlett

  TX     2,013     1,002     2,601         284                     1,002     2,885     3,887     541   Aug-06

1387

 

San Antonio

  TX         2,471     3,556         198             (408 ) (f)     2,471     3,346     5,817     494   Dec-07

1326

 

San Antonio

  TX         253     1,496         113             32   (c)     253     1,641     1,894     406   Aug-04

1490

 

Houston

  TX     6,167     1,036     8,133         80                     1,036     8,213     9,249     186   Feb-12

0795

 

Euless

  TX     2,950     671     3,213         590                     671     3,803     4,474     184   Apr-11

1456

 

La Porte

  TX         1,608     2,351         255                     1,608     2,606     4,214     162   Dec-10

1457

 

Houston

  TX         402     1,870         146                     402     2,016     2,418     118   Dec-10

0629

 

Dallas

  TX         921     7,656         4                     921     7,660     8,581     90   Jul-12

0306

 

Spring

  TX     3,360     506     5,096         56                     506     5,152     5,658     61   Jul-12

8246

 

Spring

  TX     4,656     978     1,347         93                     978     1,440     2,418     52   Aug-11

1497

 

Dallas

  TX     3,986     2,542     3,274         54                     2,542     3,328     5,870     32   Aug-12

1496

 

Grand Prairie

  TX         2,327     1,551         8                     2,327     1,559     3,886     15   Aug-12

0132

 

Sandy

  UT     3,950     1,349     4,372         383                     1,349     4,755     6,104     1,003   Jul-05

1006

 

Kearns

  UT         642     2,607         283                     642     2,890     3,532     723   Jun-04

0230

 

West Valley City

  UT     1,775     461     1,722         144                     461     1,866     2,327     419   Jul-05

8002

 

Salt Lake City

  UT     3,116     986     3,455         157                     986     3,612     4,598     208   Oct-10

1455

 

West Jordan

  UT     2,168     735     2,146         315                     735     2,461     3,196     132   Nov-10

0792

 

Orem

  UT     2,155     841     2,335         91                     841     2,426     3,267     105   Apr-11

1454

 

Murray

  UT         571     986         440                     571     1,426     1,997     91   Nov-10

8149

 

Sandy

  UT         2,063     5,202                             2,063     5,202     7,265     39   Sep-12

1380

 

Alexandria

  VA     5,902     1,620     13,103         517                     1,620     13,620     15,240     2,266   Jun-07

0678

 

Falls Church

  VA     6,002     1,259     6,975         381                     1,259     7,356     8,615     1,528   Jul-05

1325

 

Richmond

  VA     4,644     2,305     5,467         152             8   (c)     2,305     5,627     7,932     1,244   Aug-04

1452

 

Arlington

  VA             4,802         144                         4,946     4,946     911   Oct-10

0764

 

Stafford

  VA     4,498     2,076     5,175         77                     2,076     5,252     7,328     545   Jan-09

0717

 

Dumfries

  VA     5,345     932     9,349         131                     932     9,480     10,412     406   May-11

0467

 

Alexandria

  VA     13,770     5,029     18,943         15                     5,029     18,958     23,987     223   Jul-12

107


Table of Contents

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

 
   
   
   
   
   
   
   
   
   
   
   
  Gross carrying amount at
December 31, 2012
   
   
 
   
   
   
   
   
   
  Building
costs
subsequent
to acquisition
   
   
   
   
   
  Date
acquired or
development
completed
Property
Number
  Property Name   State   Debt   Land
initial
cost
  Building and
improvements
initial cost
  Land costs
subsequent
to acquisition
  Land
Adjustments
  Notes   Building
Adjustments
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation

0327

 

Fredericksburg

  VA     4,377     2,128     5,398         17                     2,128     5,415     7,543     63   Jul-12

0828

 

Falls Church

  VA         5,703     13,307         5                     5,703     13,312     19,015     43   Nov-12

1498

 

Stafford

  VA     4,513     1,172     5,562         4                     1,172     5,566     6,738     42   Sep-12

0824

 

Fredericksburg

  VA         1,438     2,459                             1,438     2,459     3,897     8   Nov-12

0643

 

Seattle

  WA     7,480     2,727     7,241         220                     2,727     7,461     10,188     1,530   Jul-05

1341

 

Lakewood

  WA     4,529     1,917     5,256         181                     1,917     5,437     7,354     1,004   Feb-06

1342

 

Lakewood

  WA     4,526     1,389     4,780         216                     1,389     4,996     6,385     942   Feb-06

1343

 

Tacoma

  WA     3,301     1,031     3,103         141                     1,031     3,244     4,275     628   Feb-06

0285

 

Vancouver

  WA     3,159     709     4,280         35                     709     4,315     5,024     51   Jul-12

 

Other corporate assets

       
4,850
   
849
   
2,202
   
   
47,688
   
(849

)

(d)

   
       
   
49,890
   
49,890
   
5,689
 
Various

 

Construction in progress

                        4,138                         4,138     4,138        

 

Intangible tenant relationships and lease rights

                60,011                                 60,011     60,011     44,359   Various
                                                                 

          $ 1,369,690   $ 770,764   $ 2,430,654   $ 667   $ 175,903   $ (3,816 )     $ 9,478       $ 767,615   $ 2,616,035   $ 3,383,650   $ 391,928    
                                                                 

(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 charges

(f)
Adjustment relates to a purchase price adjustment

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        Activity in real estate facilities during the years ended December 31, 2012, 2011 and 2010 is as follows:

 
  2012   2011   2010  

Operating facilities

                   

Balance at beginning of year

  $ 2,573,731   $ 2,198,361   $ 2,249,262  

Acquisitions

    761,977     301,531     89,750  

Improvements

    34,964     39,352     16,563  

Transfers from real estate under development/redevelopment

    8,957     34,777     33,407  

Dispositions and other

    (117 )   (290 )   (190,621 )
               

Balance at end of year

  $ 3,379,512   $ 2,573,731   $ 2,198,361  
               

Accumulated depreciation:

                   

Balance at beginning of year

  $ 319,302   $ 263,042   $ 233,830  

Depreciation expense

    72,626     56,702     48,665  

Dispositions and other

        (442 )   (19,453 )
               

Balance at end of year

  $ 391,928   $ 319,302   $ 263,042  
               

Real estate under development/redevelopment:

                   

Balance at beginning of year

  $ 9,366   $ 37,083   $ 34,427  

Current development/redevelopment

    3,759     7,060     36,063  

Transfers to operating facilities

    (8,987 )   (34,777 )   (33,407 )

Dispositions and other

             
               

Balance at end of year

  $ 4,138   $ 9,366   $ 37,083  
               

Net real estate assets

  $ 2,991,722   $ 2,263,795   $ 1,972,402  
               

        The aggregate cost of real estate for U.S. federal income tax purposes is $3,194,952.

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.

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        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, 2012.

        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, 2012, 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, 2012, 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, 2012, and 2011 and the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2012 of Extra Space Storage Inc. and our report dated February 28, 2013 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Salt Lake City, Utah
February 28, 2013

(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, 2012.

        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, 2012.

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, 2012.

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, 2012.

Item 14.    Principal Accounting Fees and Services

        Information with respect to principal accounting fees and services is incorporated by reference to the information set forth under the caption "Ratification of Appointment of Independent Registered Public Accounting Firm" in our Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, 2012.

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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

 

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).

 

3.6

 

Declaration of Trust of ESS Holdings Business Trust I.(1)

 

3.7

 

Declaration of Trust of ESS Holdings Business Trust II.(1)

 

4.1

 

Junior Subordinated Indenture dated as of July 27, 2005, between Extra Space Storage LP and JPMorgan Chase Bank, National Association, as trustee (incorporated by reference 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).

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Exhibit
Number
  Description
  10.1   Registration Rights Agreement, by and among Extra Space Storage Inc. and the parties listed on Schedule I thereto.(1)

 

10.2

 

License between Centershift Inc. and Extra Space Storage LP.(1)

 

10.3

 

2004 Long-Term Compensation Incentive Plan as amended and restated effective March 25, 2008 (incorporated by reference 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

 

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).

 

10.11

 

Purchase Agreement, dated as of July 27, 2005, among Extra Space Storage LP, ESS Statutory Trust III and the Purchaser named therein (incorporated by reference from Exhibit 10.1 of Form 8-K filed on August 2, 2005).

 

10.12

 

Registration Rights Agreement, dated March 27, 2007, among Extra Space Storage LP, Extra Space Storage Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated by reference from Exhibit 10.1 of Form 8-K filed on March 28, 2007).

 

10.13

 

Contribution Agreement, dated June 15, 2007, among Extra Space Storage LP and various limited partnerships affiliated with AAAAA Rent-A-Space. (incorporated by reference from Exhibit 10.23 of Form 10-K filed on February 26, 2010)

 

10.14

 

Promissory Note, dated June 25, 2007, among Extra Space Storage LP, H. James Knuppe and Barbara Knuppe (incorporated by reference to Exhibit 10.2 of Form 8-K filed on June 26, 2007).

 

10.15

 

Pledge Agreement, dated June 25, 2007, among Extra Space Storage LP, H. James Knuppe and Barbara Knuppe (incorporated by reference to Exhibit 10.3 of Form 8-K filed on June 26, 2007).

 

10.16

 

Registration Rights Agreement among Extra Space Storage LP, H. James Knuppe and Barbara Knuppe. (incorporated by reference from Exhibit 10.26 of Form 10-K filed on February 26, 2010)

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Exhibit
Number
  Description
  10.17   First Amendment to Contribution Agreement and to Agreement Regarding Transfer of Series A units among Extra Space Storage LP, various limited partnerships affiliated with AAAAA Rent-A-Space, H. James Knuppe and Barbara Knuppe, dated September 28, 2007. (incorporated by reference to Exhibit 10.1 of Form 8-K filed on October 3, 2007).

 

10.18

 

Membership Interest Purchase Agreement, dated as of April 13, 2012, between Extra Space Properties Sixty Three LLC and PRISA III Co-Investment LLC (incorporated by reference to Exhibit 10.1 of Form 8-K filed on April 16, 2012).

 

10.19

 

2004 Long Term Incentive Compensation Plan Restricted Stock Award Agreement (incorporated by reference from Exhibit 10.2 of Form 10-Q filed on November 7, 2007).

 

10.20

 

First Amendment to Extra Space Storage Inc. 2004 Non-Employee Directors' Share Plan (incorporated by reference from Exhibit 10.4 of Form 10-Q filed on November 7, 2007).

 

10.21

 

Loan Agreement between ESP Seven Subsidiary LLC as Borrower and General Electric Capital Corporation as Lender, dated October 16, 2007. (incorporated by reference from Exhibit 10.30 of Form 10-K filed on February 26, 2010)

 

10.22

 

Subscription Agreement, dated December 31, 2007, among Extra Space Storage LLC and Extra Space Development, LLC. (incorporated by reference from Exhibit 10.31 of Form 10-K filed on February 26, 2010)

 

10.23

 

Revolving Promissory Note between Extra Space Properties Thirty LLC and Bank of America as Lender, dated February 13, 2009 (incorporated by reference from Exhibit 10.33 of Form 10-K filed on February 26, 2010)

 

10.24

 

Revolving Line of Credit between Extra Space Properties Thirty LLC and Bank of America as Lender, dated February 13, 2009 (incorporated by reference from Exhibit 10.34 of Form 10-K filed on February 26, 2010)

 

10.25

 

First Loan and Note Modification Agreement between Extra Space Properties Thirty LLC and Bank of America as lender, dated April 9, 2009 (incorporated by reference from Exhibit 10.27 of Form 10-K filed on February 29, 2012).

 

10.26

 

Second Loan and Note Modification Agreement between Extra Space Properties Thirty LLC and Bank of America as lender, dated May 4, 2009 (incorporated by reference from Exhibit 10.28 of Form 10-K filed on February 29, 2012).

 

10.27

 

Third Loan and Note Modification Agreement between Extra Space Properties Thirty LLC and Bank of America as lender, dated August 27, 2010 (incorporated by reference from Exhibit 10.29 of Form 10-K filed on February 29, 2012).

 

10.28

 

Fourth Loan and Note Modification Agreement between Extra Space Properties Thirty LLC and Bank of America as lender, dated October 19, 2011 (incorporated by reference from Exhibit 10.30 of Form 10-K filed on February 29, 2012).

 

10.29

 

Extra Space Storage Inc. Executive Change in Control Plan (incorporated by reference to Exhibit 10.1 of Form 8-K filed on August 31, 2011).

 

10.30

 

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).

 

10.31

 

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
  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, 2012, filed with the SEC on February 28, 2013, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets as of December 31, 2012 and 2011; (ii) Consolidated Statements of Operations for the years ended December 31, 2012, 2011 and 2010; (iii) Consolidated Statements of Stockholders' Equity for the years ended December 31, 2012, 2011 and 2010; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010; 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
(c)
See Item 15(a)(2) above.

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SIGNATURES

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

Date: February 28, 2013   EXTRA SPACE STORAGE INC.

 

 

By:

 

/s/ SPENCER F. KIRK

Spencer F. Kirk
Chief Executive Officer

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

Date: February 28, 2013   By:   /s/ SPENCER F. KIRK

Spencer F. Kirk
Chief Executive Officer
(Principal Executive Officer)

Date: February 28, 2013

 

By:

 

/s/ P. SCOTT STUBBS

P. Scott Stubbs
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)

Date: February 28, 2013

 

By:

 

/s/ GRACE KUNDE

Grace Kunde
Vice President and Corporate Controller
(Principal Accounting Officer)

Date: February 28, 2013

 

By:

 

/s/ KENNETH M. WOOLLEY

Kenneth M. Woolley
Executive Chairman and Chief Investment Officer

Date: February 28, 2013

 

By:

 

/s/ JOSEPH D. MARGOLIS

Joseph D. Margolis
Director

Date: February 28, 2013

 

By:

 

/s/ ROGER B. PORTER

Roger B. Porter
Director

Date: February 28, 2013

 

By:

 

/s/ K. FRED SKOUSEN

K. Fred Skousen
Director

117