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Extra Space Storage Inc. - Annual Report: 2013 (Form 10-K)


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Table of Contents
Item 8. Financial Statements and Supplementary Data

 

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, 2013

OR

o

 

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

For the transition period from            to            .

Commission File Number: 001-32269

EXTRA SPACE STORAGE INC.
(Exact name of registrant as specified in its charter)

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

2795 East Cottonwood Parkway, Suite 400
Salt Lake City, Utah 84121

(Address of principal executive offices and zip code)

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

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

Title of Each Class   Name of exchange on which registered
Common Stock, $0.01 par value   New York Stock Exchange, Inc.

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

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

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

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

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

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

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

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

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

          The aggregate market value of the common stock held by non-affiliates of the registrant was $4,421,398,748 based upon the closing price on the New York Stock Exchange on June 28, 2013, 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 21, 2014 was 115,802,553.

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 2014 are incorporated by reference into Part III of this Annual Report on Form 10-K.

   


Table of Contents


EXTRA SPACE STORAGE INC.

Table of Contents

PART I

    3  

           

Item 1.

 

Business

    3  

           

Item 1A.

 

Risk Factors

    7  

           

Item 1B.

 

Unresolved Staff Comments

    20  

           

Item 2.

 

Properties

    20  

           

Item 3.

 

Legal Proceedings

    24  

           

Item 4.

 

Mine Safety Disclosures

    24  

           

PART II

    25  

           

Item 5.

 

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

    25  

           

Item 6.

 

Selected Financial Data

    27  

           

Item 7.

 

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

    29  

           

Item 7A.

 

Quantitative and Qualitative Disclosures About Market Risk

    48  

           

Item 8.

 

Financial Statements and Supplementary Data

    50  

           

Item 9.

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

    123  

           

Item 9A.

 

Controls and Procedures

    123  

           

Item 9B.

 

Other Information

    125  

           

PART III

    125  

           

Item 10.

 

Directors, Executive Officers and Corporate Governance

    125  

           

Item 11.

 

Executive Compensation

    126  

           

Item 12.

 

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

    126  

           

Item 13.

 

Certain Relationships and Related Transactions, and Director Independence

    126  

           

Item 14.

 

Principal Accounting Fees and Services

    126  

           

PART IV

    127  

           

Item 15.

 

Exhibits and Financial Statement Schedules

    127  

           

SIGNATURES

    131  

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Statements Regarding Forward-Looking Information

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

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

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

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

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

    the effect of competition from new and existing 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"), tenant reinsurance and other aspects of our business, which could adversely affect our results;

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

    increased interest rates and operating costs;

    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.

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

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


PART I

Item 1.    Business

General

        Extra Space Storage Inc. ("we," "our," "us" or the "Company") is a fully integrated, self-administered and self-managed real estate investment trust ("REIT") formed as a Maryland corporation on April 30, 2004, to own, operate, manage, acquire, develop and redevelop professionally managed self-storage 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, 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, 2013, we held ownership interests in 779 operating properties. Of these operating properties, 506 are wholly-owned, and 273 are owned in joint venture partnerships. An additional 250 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 1,029. These operating properties are located in 35 states, Washington, D.C. and Puerto Rico and contain approximately 75.7 million square feet of net rentable space in approximately 680,000 units and currently serve a customer base of approximately 600,000 tenants.

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

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

        We file our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports with the Securities and Exchange Commission (the "SEC"). You may obtain copies of these documents by visiting the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, by calling the SEC at 1-800-SEC-0330 or by accessing the SEC's website at www.sec.gov. In addition, as soon as reasonably practicable after such materials are furnished to the SEC, we make copies of these documents available to the public free of charge through our website at www.extraspace.com, or by contacting our Secretary at our principal offices,

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

Management

        Members of our executive management team have significant experience in all aspects of the self-storage industry, 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, 16 years; Scott Stubbs, Executive Vice President and Chief Financial Officer, 13 years; Karl Haas, Executive Vice President and Chief Operating Officer, 26 years; Charles L. Allen, Executive Vice President and Chief Investment Officer, 16 years; and Kenneth M. Woolley, Executive Chairman, 33 years. Mr. Haas retired on December 31, 2013, at which time Samrat Sondhi, who has 10 years of industry experience, was appointed Senior Vice President Operations.

        Our executive management team and board of directors have a significant ownership position in the Company with executive officers and directors owning approximately 5,734,817 shares or 5.0% of our outstanding common stock as of February 14, 2014.

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.

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

        Since inception in the early 1970's, the self-storage industry has experienced significant growth. According to the Self-Storage Almanac (the "Almanac"), in 2003 there were only 37,011 self-storage properties in the United States, with an average physical occupancy rate of 86.1% of net rentable square feet, compared to 48,151 self-storage properties in 2013 with an average physical occupancy rate of 87.8% of net rentable square feet.

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

        The industry is also characterized by fragmented ownership. According to the Almanac, the top ten self-storage companies in the United States owned approximately 12.2% of total U.S. self-storage properties, and the top 50 self-storage companies owned approximately 15.9% of the total U.S. properties as of December 31, 2013. 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., CubeSmart and Sovran Self-Storage, Inc.

Long-Term Growth and Investment Strategies

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

    Maximize the performance of 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 more effective online marketing programs, which we believe will attract more customers to our stores at a lower net cost.

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

    Expand our management business.    Our management business enables us to generate increased revenues through management fees and expand our geographic footprint. We believe this expanded footprint enables us to reduce our operating costs through economies of scale. In addition, we see our management business as a future acquisition pipeline. We pursue strategic relationships with owners whose 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). All of our Credit Lines are guaranteed by us and secured by mortgages on certain real estate assets.

 
  As of December 31, 2013    
   
   
   
Line of Credit
  Amount
Drawn
  Capacity   Interest
Rate
  Origination
Date
  Maturity   Basis Rate   Notes

Credit Line 1

  $   $ 75,000     2.07 %   2/13/2009     5/13/2014     LIBOR plus 1.90 % (1)

Credit Line 2

        85,000     2.07 %   6/4/2010     6/3/2016     LIBOR plus 1.90 % (2)

Credit Line 3

        40,000     2.37 %   11/16/2010     2/13/2017     LIBOR plus 2.20 % (3)(4)

Credit Line 4

        80,000     1.87 %   4/29/2011     11/18/2016     LIBOR plus 1.70 % (4)
                                     

  $   $ 280,000                            
                                     
                                     

(1)
One year extension available

(2)
One two-year extension available

(3)
Amended February 13, 2014 to extend the maturity date to February 13, 2017, increase the capacity to $50,000 and lower the interest rate to Libor plus 1.75%.

(4)
Two one-year extensions available

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 273 of our stabilized 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 99.0% 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 99.0% 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 Liability Act, which increase the potential liability for environmental conditions or circumstances

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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 14, 2014, we had 2,584 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 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;

    changes in tax, real estate and zoning laws; and

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

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

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

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

        We had 2,241 field personnel as of February 14, 2014 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

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of the loss may exceed our coverage for the loss. As a result, our operating results may be adversely affected.

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

        Costs resulting from changes in real estate tax laws generally are not passed through to tenants directly and will affect us. Increases in income, property or other taxes generally are not passed through to tenants under leases and may reduce our net income, FFO, cash flow, financial condition, ability to pay or refinance our debt obligations, ability to make cash distributions to stockholders, and the trading price of our securities. Similarly, changes in laws increasing the potential liability for environmental conditions existing on properties or increasing the restrictions on discharges or other conditions may result in significant unanticipated expenditures, which could similarly adversely affect our business and results of operations.

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

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

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

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

        No assurances can be given that existing environmental studies with respect to any of our properties reveal all environmental liabilities, that any prior owner or operator of our properties did 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.

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

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

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

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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;

    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

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    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.

        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

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available the opportunity to (1) guarantee debt or (2) enter into a special loss allocation and deficit restoration obligation. We have agreed to these provisions in order to assist these contributors in preserving their tax position after their contributions. These obligations may require us to maintain certain indebtedness levels that we would not otherwise require for our business.

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

        As of December 31, 2013, we held interests in 273 operating properties through joint ventures. Some of these arrangements could be adversely affected by our lack of sole decision-making authority, our reliance on co-venturers financial conditions and disputes between us and our co-venturers. We expect to continue our joint venture strategy by entering into more joint ventures for the purpose of developing new self-storage properties and acquiring existing properties. In such event, we would not be in a position to exercise sole decision-making authority regarding the property, partnership, joint venture or other entity. The decision-making authority regarding the properties we currently hold through joint ventures is either vested exclusively with our joint venture partners, is subject to a majority vote of the joint venture partners or equally shared by us and the joint venture partners. In addition, investments in partnerships, joint ventures or other entities may, under certain circumstances, involve risks not present were a third party not involved, including the possibility that partners or co-venturers might become bankrupt or fail to fund their share of required capital contributions. Partners or co-venturers may have economic or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives. Such investments may also have the potential risk of impasses on decisions, such as a sale, because neither we nor the partner or co-venturer would have full control over the partnership or joint venture. Disputes between us and partners or co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and efforts on our business. Consequently, actions by or disputes with partners or co-venturers might result in subjecting properties owned by the partnership or joint venture to additional risk. In addition, we may in certain circumstances be liable for the actions of our third-party partners or co-venturers, which could harm our financial condition.

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,

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acted in good faith. In addition, our Operating Partnership is required to indemnify us, our affiliates and each of our respective trustees, officers, directors, employees and agents to the fullest extent permitted by applicable law against any and all losses, claims, damages, liabilities (whether joint or several), expenses (including, without limitation, attorneys' fees and other legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Operating Partnership, provided that our Operating Partnership will not indemnify for (1) willful misconduct or a knowing violation of the law, (2) any transaction for which such person received an improper personal benefit in violation or breach of any provision of the partnership agreement, or (3) in the case of a criminal proceeding, the person had reasonable cause to believe the act or omission was unlawful.

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

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.

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

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

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

        Distributions in excess of our current and accumulated earnings and profits and not treated by us as a dividend will not be taxable to a U.S. stockholder under current U.S. federal income tax law to the extent those distributions do not exceed the stockholder's adjusted tax basis in his, her, or its common stock, but instead will constitute a return of capital and will reduce such adjusted basis. If distributions result in a reduction of a stockholder's adjusted basis in such holder's common stock, subsequent sales of such holder's common stock will result in recognition of an increased capital gain or decreased capital loss due to the reduction in such adjusted basis.

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

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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.

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, 2013, we had approximately $2.0 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

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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;

    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, 2013, we had approximately $1,958 million of debt outstanding, of which approximately $339.3 million or 17.3% was subject to variable interest rates (excluding debt with interest rate swaps). This variable rate debt had a weighted average interest rate of approximately 2.1% per annum. Increases in interest rates on this variable rate debt would increase our interest expense, which could harm our cash flow and our ability to pay cash distributions. For example, if market rates of interest on this variable rate debt increased by 100 basis points (excluding variable rate debt with

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interest rate floors), the increase in interest expense would decrease future earnings and cash flows by approximately $3.0 million annually.

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

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

Risks Related to Qualification and Operation as a REIT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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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 ventures 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.

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, 2013, we owned or had ownership interests in 779 operating self-storage properties. Of these properties, 506 are wholly-owned and 273 are held in joint ventures. In addition, we managed an additional 250 properties for third parties bringing the total number of properties which we own and/or manage to 1,029. These properties are located in 35 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, 2013, we owned and/or managed approximately 75.7 million square feet of rentable space configured in approximately 680,000 separate storage units. Approximately 70% 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 self-storage properties. The clustering of assets around these population centers enables us to

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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, 2013, approximately 600,000 tenants were leasing storage units at the 1,029 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. Existing tenants generally receive rate increases at least annually, for which no direct correlation has been drawn to our vacancy trends. Although leases are short-term in duration, the typical tenant tends to remain at our properties for an extended period of time. For properties that were stabilized as of December 31, 2013, the average length of stay was approximately 12 months.

        The average annual rent per square foot for our existing customers at stabilized properties, net of discounts and bad debt, was $13.96 for the year ended December 31, 2013, compared to $13.38 for the year ended December 31, 2012. Average annual rent per square foot for new leases was $14.18 for the year ended December 31, 2013, compared to $13.81 for the same period ended December 31, 2012. The average discounts, as a percentage of rental revenues, during these periods were 4.4% and 5.1%, respectively.

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

        The following table presents additional information regarding the occupancy of our stabilized properties by state as of December 31, 2013 and 2012. The information as of December 31, 2012, is on a pro forma basis as though all the properties owned at December 31, 2013, were under our control as of December 31, 2012.

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Table of Contents

    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,
2013(1)
  Number of
Units as of
December 31,
2012
  Net Rentable
Square Feet
as of
December 31,
2013(2)
  Net Rentable
Square Feet
as of
December 31,
2012
  Square Foot
Occupancy %
December 31,
2013
  Square Foot
Occupancy %
December 31,
2012
 

Wholly-Owned Properties

                                           

Alabama

    4     1,973     1,971     233,537     233,643     84.1 %   85.4 %

Arizona

    11     6,949     6,914     814,933     814,803     87.8 %   86.7 %

California

    113     83,805     83,685     8,741,416     8,761,065     88.0 %   86.4 %

Colorado

    11     5,350     5,290     658,305     660,425     86.9 %   88.6 %

Connecticut

    5     3,130     3,137     301,174     301,204     89.3 %   88.1 %

Florida

    46     31,115     31,136     3,390,855     3,386,961     89.6 %   87.1 %

Georgia

    20     11,420     11,350     1,458,175     1,456,612     87.1 %   85.3 %

Hawaii

    5     5,708     5,656     338,210     333,636     83.2 %   82.0 %

Illinois

    18     12,166     11,992     1,267,164     1,259,870     90.3 %   89.9 %

Indiana

    9     4,711     4,600     553,158     542,543     86.4 %   89.6 %

Kansas

    1     504     506     50,360     50,350     91.7 %   84.9 %

Kentucky

    4     2,156     2,151     254,141     254,115     89.4 %   90.1 %

Louisiana

    2     1,414     1,412     150,065     149,865     91.5 %   89.3 %

Maryland

    21     15,543     15,449     1,645,845     1,645,040     89.9 %   87.3 %

Massachusetts

    35     21,327     21,395     2,173,269     2,186,312     91.7 %   89.2 %

Michigan

    3     1,792     1,781     252,784     253,072     89.2 %   87.1 %

Missouri

    6     3,208     3,155     376,256     374,537     88.0 %   86.9 %

Nevada

    5     3,219     3,207     546,574     546,203     88.4 %   83.4 %

New Hampshire

    2     1,002     1,005     125,773     125,773     91.8 %   90.2 %

New Jersey

    45     35,373     35,862     3,431,693     3,468,745     91.4 %   89.6 %

New Mexico

    3     1,573     1,592     216,154     216,064     85.0 %   86.2 %

New York

    19     16,534     16,471     1,351,830     1,351,605     90.0 %   90.1 %

Ohio

    19     10,254     10,279     1,353,710     1,345,470     88.7 %   88.7 %

Oregon

    3     2,144     2,140     250,410     250,610     92.5 %   92.0 %

Pennsylvania

    9     5,724     5,728     648,885     650,755     88.9 %   88.8 %

Rhode Island

    2     1,183     1,180     131,321     130,836     91.6 %   86.3 %

South Carolina

    5     2,709     2,700     329,700     327,725     90.5 %   85.9 %

Tennessee

    10     5,487     5,443     753,427     743,859     88.9 %   84.6 %

Texas

    30     19,396     19,375     2,303,491     2,305,064     86.4 %   84.2 %

Utah

    7     3,523     3,528     443,431     444,500     90.5 %   89.8 %

Virginia

    11     7,499     7,485     758,522     757,546     88.9 %   86.8 %

Washington

    5     3,065     3,054     370,983     370,630     84.0 %   86.6 %
                               

Total Wholly-Owned Stabilized

    489     330,956     330,629     35,675,551     35,699,438     88.9 %   87.3 %
                               

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  Company   Pro forma   Company   Pro forma   Company   Pro forma  
Location
  Number of
Properties
  Number of
Units as of
December 31,
2013(1)
  Number of
Units as of
December 31,
2012
  Net Rentable
Square Feet
as of
December 31,
2013(2)
  Net Rentable
Square Feet
as of
December 31,
2012
  Square Foot
Occupancy %
December 31,
2013
  Square Foot
Occupancy %
December 31,
2012
 

Joint-Venture Properties

                                           

Alabama

    2     1,148     1,147     145,153     145,213     90.3 %   89.7 %

Arizona

    7     4,224     4,211     492,831     493,191     90.4 %   88.6 %

California

    72     51,819     51,540     5,322,350     5,323,259     91.3 %   91.1 %

Colorado

    2     1,323     1,320     158,863     158,553     89.9 %   88.5 %

Connecticut

    7     5,296     5,298     611,790     612,255     92.7 %   88.9 %

Delaware

    1     590     589     71,705     71,680     92.4 %   92.8 %

Florida

    19     15,189     15,274     1,526,503     1,532,906     89.4 %   87.8 %

Georgia

    2     1,056     1,061     151,524     151,684     86.6 %   86.8 %

Illinois

    5     3,442     3,390     364,933     361,998     90.4 %   89.8 %

Indiana

    5     2,166     2,145     284,826     283,611     90.5 %   91.9 %

Kansas

    2     843     842     109,605     108,990     83.4 %   85.0 %

Kentucky

    4     2,228     2,289     254,769     270,013     87.6 %   89.5 %

Maryland

    12     9,731     9,644     954,975     951,480     90.2 %   88.8 %

Massachusetts

    13     6,904     6,871     782,515     777,077     90.9 %   90.2 %

Michigan

    8     4,781     4,749     611,243     611,558     89.8 %   91.2 %

Missouri

    1     531     532     61,225     61,275     83.8 %   88.5 %

Nevada

    5     3,046     3,062     327,113     325,923     87.7 %   86.7 %

New Hampshire

    3     1,305     1,309     137,024     137,024     88.6 %   89.7 %

New Jersey

    16     12,947     12,869     1,357,003     1,356,579     90.3 %   90.7 %

New Mexico

    7     3,605     3,612     398,245     398,007     85.4 %   80.8 %

New York

    13     14,177     14,119     1,107,419     1,106,469     91.0 %   92.8 %

Ohio

    8     3,963     3,946     531,522     531,937     88.6 %   87.1 %

Oregon

    1     652     652     64,970     64,970     90.4 %   93.2 %

Pennsylvania

    10     7,961     7,944     802,240     799,590     89.6 %   89.6 %

Tennessee

    17     9,354     9,288     1,240,082     1,214,916     89.7 %   85.8 %

Texas

    17     10,563     10,536     1,387,706     1,388,171     92.2 %   89.3 %

Virginia

    13     9,359     9,337     994,449     993,306     89.7 %   86.8 %

Washington, DC

    1     1,530     1,529     102,017     101,989     91.3 %   90.6 %
                               

Total Joint-Venture Stabilized

    273     189,733     189,105     20,354,600     20,333,624     90.4 %   89.4 %
                               

Managed Properties

                                           

Arizona

    3     1,225     1,225     228,847     228,822     86.4 %   80.2 %

California

    60     40,240     40,305     5,313,158     5,326,706     79.0 %   75.4 %

Colorado

    11     5,782     5,764     680,801     678,304     89.7 %   90.4 %

Connecticut

    1     477     481     61,600     61,480     88.3 %   78.6 %

Florida

    28     16,639     16,376     2,000,476     1,972,131     83.4 %   82.2 %

Georgia

    9     4,630     4,621     703,228     700,948     86.0 %   83.2 %

Hawaii

    4     4,109     4,112     234,772     236,279     81.1 %   69.3 %

Illinois

    5     2,928     2,928     318,195     318,195     91.4 %   91.4 %

Indiana

    9     5,035     5,039     618,777     618,727     86.5 %   85.6 %

Kentucky

    1     547     535     67,268     66,868     85.7 %   89.4 %

Louisiana

    1     1,006     1,013     135,035     134,940     77.0 %   76.5 %

Maryland

    10     6,084     5,814     614,972     598,802     86.3 %   89.2 %

Massachusetts

    1     1,100     1,109     108,405     108,605     87.4 %   83.2 %

Mississippi

    2     1,893     1,893     281,823     281,823     79.2 %   79.2 %

Missouri

    2     1,209     1,206     152,021     151,716     85.5 %   84.7 %

Nevada

    2     1,554     1,562     170,025     170,575     80.1 %   75.6 %

New Jersey

    7     4,033     4,114     428,388     430,198     90.7 %   74.4 %

New Mexico

    2     1,119     1,109     131,112     132,137     87.0 %   88.8 %

North Carolina

    10     5,721     5,630     704,621     704,818     86.8 %   81.7 %

Ohio

    10     3,521     3,521     489,384     489,384     84.0 %   84.0 %

Pennsylvania

    16     7,800     7,832     927,771     929,071     85.2 %   82.7 %

South Carolina

    4     2,763     2,745     359,600     359,250     87.1 %   85.1 %

Tennessee

    3     1,510     1,503     206,530     206,465     87.4 %   87.3 %

Texas

    19     9,507     9,294     1,324,030     1,329,570     83.5 %   81.9 %

Utah

    1     785     795     136,005     136,005     79.7 %   74.8 %

Virginia

    4     2,513     2,517     258,556     258,481     81.8 %   76.0 %

Washington

    1     470     468     56,590     56,590     89.1 %   85.6 %

Washington, DC

    2     1,262     1,263     112,409     112,459     91.8 %   84.7 %

Puerto Rico

    4     2,701     2,775     288,190     289,003     84.2 %   80.2 %
                               

Total Managed Stabilized

    232     138,163     137,549     17,112,589     17,088,352     83.3 %   80.5 %
                               

Total Stabilized Properties

    994     658,852     657,283     73,142,740     73,121,414     88.0 %   86.3 %
                               
                               

(1)
Represents unit count as of December 31, 2013, which may differ from unit count as of December 31, 2012, due to unit conversions or expansions.

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(2)
Represents net rentable square feet as of December 31, 2013, which may differ from net rentable square feet as of December 31, 2012, 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, 2013 and 2012. The information as of December 31, 2012, is on a pro forma basis as though all the properties owned at December 31, 2013, were under our control as of December 31, 2012.

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,
2013(1)
  Number of
Units as of
December 31,
2012
  Net Rentable
Square Feet
as of
December 31,
2013(2)
  Net Rentable
Square Feet
as of
December 31,
2012
  Square Foot
Occupancy %
December 31,
2013
  Square Foot
Occupancy %
December 31,
2012
 

Wholly-Owned Properties

                                           

Arizona

    1     631     633     71,355     71,355     73.0 %   57.0 %

California

    3     2,143     2,167     206,835     206,023     87.7 %   71.5 %

Florida

    6     5,143     5,252     513,994     516,079     86.2 %   75.9 %

Maryland

    3     2,679     1,675     274,237     172,035     69.9 %   72.5 %

Massachusetts

    1     686     684     72,465     72,770     72.5 %   64.4 %

New York

    1     822     822     100,480     100,480     78.9 %   78.3 %

North Carolina

    1     568     564     64,477     64,427     84.8 %   69.9 %

Utah

    1     501     504     59,500     59,250     86.7 %   68.4 %
                               

Total Wholly-Owned in Lease-up

    17     13,173     12,301     1,363,343     1,262,419     81.1 %   72.5 %
                               

Managed Properties

                                           

Colorado

    2     1,011     1,014     117,327     117,327     85.7 %   81.9 %

Florida

    3     1,491     1,482     151,909     150,024     85.4 %   66.4 %

Georgia

    3     1,844     1,835     261,037     258,566     72.7 %   62.7 %

Illinois

    1     675         46,599         10.8 %   0.0 %

Maryland

    3     2,256     2,255     215,035     215,085     76.2 %   47.3 %

North Carolina

    1     715     345     61,386     31,145     46.4 %   0.0 %

Texas

    3     2,384     1,551     266,493     171,238     46.2 %   50.7 %

Utah

    1     424     429     65,790     66,750     86.8 %   82.8 %

Virginia

    1     600     600     54,640     54,640     51.3 %   0.0 %
                               

Total Managed in Lease-up

    18     11,400     9,511     1,240,216     1,064,775     66.6 %   59.1 %
                               

Total Lease up-Properties

    35     24,573     21,812     2,603,559     2,327,194     74.2 %   66.4 %
                               
                               

(1)
Represents unit count as of December 31, 2013, which may differ from unit count as of December 31, 2012, due to unit conversions or expansions.

(2)
Represents net rentable square feet as of December 31, 2013, which may differ from net rentable square feet as of December 31, 2012, due to unit conversions or expansions.

Item 3.    Legal Proceedings

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

Item 4.    Mine Safety Disclosures

        Not Applicable.

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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  

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  

2013

 

1st

   
40.97
   
36.50
   
0.25
 

  2nd     45.29     38.87     0.40  

  3rd     47.11     39.98     0.40  

  4th     49.29     40.32     0.40  

        On February 14, 2014, the closing price of our common stock as reported by the NYSE was $47.20. At February 14, 2014, we had 274 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 December 2, 2013, we completed the purchase of six of eight self-storage facilities affiliated with Grupe Properties Co. Inc. ("Grupe"), all of which are located in California. On December 3, 2013, we completed the purchase of the remaining two facilities. We previously held 35% interests in five of these eight properties through separate joint ventures with Grupe. These properties were acquired in exchange for approximately $42.7 million in cash, the assumption of approximately $4.3 million in existing debt, and the issuance of 407,996 Series C Convertible Redeemable Preferred Units ("Series C Units") valued at approximately $17.2 million.

        The Series C Units rank junior to the Operating Partnership's Series A Participating Redeemable Preferred Units, on parity with the Operating Partnership's Series B Redeemable Preferred Units and senior to all other partnership interests with respect to distributions and liquidation. The Series C Units have a priority quarterly return per unit (1) before the fifth anniversary of the date of issuance of such units, equal to $0.18 plus the then-payable quarterly distribution per common unit of the Operating Partnership, and (2) after the fifth anniversary of the date of issuance of such units, equal to the

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aggregate quarterly distribution per common unit of the Operating Partnership for the four quarters immediately preceding the fifth anniversary of issuance divided by four. The Series C Units have a liquidation value of $42.10 per unit. The Series C Units will be convertible at the option of the holders after the first anniversary of the date of issuance of such units and until the fifth anniversary of the date of issuance of such units, into approximately 0.9145 common units of the Operating Partnership per Series C Unit. The Series C Units will be redeemable for the liquidation value per unit at the option of the holders after the first anniversary of the date of issuance of such units, which redemption obligation may be satisfied, at our option, in cash or shares of our common stock.

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

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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,  
 
  2013   2012   2011   2010   2009  

Revenues:

                               

Property rental

  $ 446,682   $ 346,874   $ 268,725   $ 232,447   $ 238,256  

Tenant reinsurance and management fees

    73,931     62,522     61,105     49,050     41,890  
                       

Total revenues

    520,613     409,396     329,830     281,497     280,146  
                       

Expenses:

                               

Property operations

    140,012     114,028     95,481     86,165     88,935  

Tenant reinsurance

    9,022     7,869     6,143     6,505     5,461  

Acquisition related costs, loss on sublease and severance

    8,618     5,351     5,033     3,235     21,236  

General and administrative

    54,246     50,454     49,683     44,428     40,224  

Depreciation and amortization

    95,232     74,453     58,014     50,349     52,403  
                       

Total expenses

    307,130     252,155     214,354     190,682     208,259  
                       

Income from operations

    213,483     157,241     115,476     90,815     71,887  

Interest expense

   
(73,034

)
 
(72,294

)
 
(69,062

)
 
(65,780

)
 
(69,818

)

Interest income

    5,599     6,666     5,877     5,748     6,432  

Gain on repurchase of exchangeable senior notes

                    27,928  

Loss on extinguishment of debt related to portfolio acquisition and gain on sale of real estate assets

    (8,193 )                
                       

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

    137,855     91,613     52,291     30,783     36,429  

Equity in earnings of unconsolidated real estate ventures

   
11,653
   
10,859
   
7,287
   
6,753
   
6,964
 

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

    46,032     30,630              

Income tax expense

    (9,984 )   (5,413 )   (1,155 )   (4,162 )   (4,300 )
                       

Net income

    185,556     127,689     58,423     33,374     39,093  

Noncontrolling interests in Operating Partnership and other

    (13,480 )   (10,380 )   (7,974 )   (7,043 )   (7,116 )
                       

Net income attributable to common stockholders

  $ 172,076   $ 117,309   $ 50,449   $ 26,331   $ 31,977  
                       
                       

Earnings per common share

                               

Basic

  $ 1.54   $ 1.15   $ 0.55   $ 0.30   $ 0.37  

Diluted

  $ 1.53   $ 1.14   $ 0.54   $ 0.30   $ 0.37  

Weighted average number of shares

   
 
   
 
   
 
   
 
   
 
 

Basic

    111,349,361     102,290,200     92,097,008     87,324,104     86,343,029  

Diluted

    113,105,094     106,523,015     96,683,508     92,050,453     91,082,834  

Cash dividends paid per common share

 
$

1.45
 
$

0.85
 
$

0.56
 
$

0.40
 
$

0.38
 

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  As of December 31,  
 
  2013   2012   2011   2010   2009  

Balance Sheet Data

                               

Total assets

  $ 3,977,140   $ 3,223,477   $ 2,517,524   $ 2,249,820   $ 2,407,566  

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

  $ 1,946,647   $ 1,577,599   $ 1,363,656   $ 1,246,918   $ 1,402,977  

Noncontrolling interests

  $ 173,425   $ 53,524   $ 54,814   $ 57,670   $ 62,040  

Total stockholders' equity

  $ 1,758,470   $ 1,491,807   $ 1,018,947   $ 881,401   $ 884,179  

Other Data

   
 
   
 
   
 
   
 
   
 
 

Net cash provided by operating activities

  $ 271,259   $ 215,879   $ 144,164   $ 104,815   $ 81,165  

Net cash used in investing activities

  $ (366,976 ) $ (606,938 ) $ (251,919 ) $ (83,706 ) $ (104,410 )

Net cash provided by (used in) financing activities

  $ 191,655   $ 395,360   $ 87,489   $ (106,309 ) $ 91,223  

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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 Extra Space Storage LLC and its subsidiaries to own, operate, manage, acquire, develop and redevelop professionally managed self-storage facilities.

        At December 31, 2013, we owned, had ownership interests in, or managed 1,029 operating properties in 35 states, Washington, D.C. and Puerto Rico. Of these 1,029 operating properties, we owned 506, we held joint venture interests in 273 properties, and our taxable REIT subsidiary, Extra Space Management, Inc., operated an additional 250 properties that are owned by third parties. These operating properties contain approximately 75.7 million square feet of rentable space in approximately 680,000 units and currently serve a customer base of approximately 600,000 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 industry-leading revenue management systems. Developed by our management team, these systems enable us to analyze, set and adjust rental rates in real time across our portfolio in order to respond to changing market conditions. We believe our systems and processes allow us to more proactively manage revenues.

        We derive substantially all of our revenues from rents received from tenants under leases at each of our wholly-owned 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 combination of our revenue management team and our industry-leading technology systems.

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

    Maximize the performance of 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 more effective online marketing programs, which we believe will attract more customers to our stores at a lower net cost.

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

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

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

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

        We have concluded that under certain circumstances when we (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

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(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, 2013, we had no consolidated VIEs. Additionally, our Operating Partnership has notes payable to three trusts that are VIEs under condition (ii)(a) above. Since the Operating Partnership is not the primary beneficiary of the trusts, these VIEs are not consolidated.

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

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

        In connection with our acquisition of 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, is determined as if vacant. Intangible assets, which represent the value of existing tenant relationships, are recorded at their fair values based on the avoided cost to replace the current leases. We measure the value of tenant relationships based on the rent lost due to the amount of time required to replace existing customers, which is based on our historical experience with turnover in our facilities. Debt assumed as part of an acquisition is recorded at fair value based on current interest rates compared to contractual rates. Acquisition-related transaction costs are expensed as incurred.

        Intangible lease rights include: (1) purchase price amounts allocated to leases on three 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:    Long lived assets held for use are evaluated for impairment when events or circumstances indicate that there may be impairment. We review each storage facility at least annually to determine if any such events or circumstances have occurred or exist. We focus on facilities where occupancy and/or rental income have decreased by a significant amount. For these facilities, we determine 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, we review facilities in the lease-up stage and compare actual operating results to original projections.

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

        When real estate assets are identified as held for sale, we discontinue depreciating the assets and estimate the fair value of the assets, net of selling costs. If the estimated fair values, net of selling costs, of the assets that have been identified for sale are less than the net carrying value of the assets, then a

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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. 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.

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

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

        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 February 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-02 "Comprehensive Income—Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income," which supersedes and replaces the presentation requirements for reclassifications out of accumulated other comprehensive income in ASUs 2011-05 and 2011-12. The amendment requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under GAAP. For other amounts that are not required under GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under GAAP that provide additional detail about those amounts. ASU 2013-02 was effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2012. We adopted the amended standard beginning January 1, 2013 and presents accumulated other comprehensive income in accordance with the requirements of the standard.

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RESULTS OF OPERATIONS

Comparison of the Year Ended December 31, 2013 to the Year Ended December 31, 2012

Overview

        Results for the year ended December 31, 2013, included the operations of 779 properties (525 of which were consolidated and 254 of which were in joint ventures accounted for using the equity method) compared to the results for the year ended December 31, 2012, which 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).

Revenues

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

 
  For the Year Ended
December 31,
   
   
 
 
  2013   2012   $ Change   % Change  

Revenues:

                         

Property rental

  $ 446,682   $ 346,874   $ 99,808     28.8 %

Tenant reinsurance

    47,317     36,816     10,501     28.5 %

Management fees

    26,614     25,706     908     3.5 %
                   

Total revenues

  $ 520,613   $ 409,396   $ 111,217     27.2 %
                   
                   

        Property Rental—The change in property rental revenues consists primarily of an increase of $75,401 associated with acquisitions completed in 2013 and 2012. We acquired 78 properties during 2013 and 91 properties during 2012. In addition, revenues increased by $21,551 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 12 months. For existing customers we seek to increase rental rates approximately 7% to 10% at least annually. Occupancy at our stabilized properties increased to 88.0% at December 31, 2013, as compared to 86.3% at December 31, 2012. Rental rates to new tenants increased by approximately 2.7% over the same period in the prior year.

        Tenant Reinsurance—The increase in tenant reinsurance revenues was partially due to the increase in overall customer participation to approximately 68.7% at December 31, 2013, compared to approximately 67.0% at December 31, 2012. In addition, we operated 1,029 properties at December 31, 2013, compared to 910 properties at December 31, 2012.

        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.

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Expenses

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

 
  For the Year Ended
December 31,
   
   
 
 
  2013   2012   $ Change   % Change  

Expenses:

                         

Property operations

  $ 140,012   $ 114,028   $ 25,984     22.8 %

Tenant reinsurance

    9,022     7,869     1,153     14.7 %

Acquisition related costs

    8,618     5,351     3,267     61.1 %

General and administrative

    54,246     50,454     3,792     7.5 %

Depreciation and amortization

    95,232     74,453     20,779     27.9 %
                   

Total expenses

  $ 307,130   $ 252,155   $ 54,975     21.8 %
                   
                   

        Property Operations—The increase in property operations expense consists primarily of an increase of $24,335 related to acquisitions completed in 2013 and 2012. We acquired 78 properties during the year ended December 31, 2013 and 91 properties during the year ended December 31, 2012.

        Tenant Reinsurance—Tenant reinsurance expense represents the costs that are incurred to provide tenant reinsurance. The change is due primarily to the increase in the number of properties we owned and/or managed. At December 31, 2013, we owned and/or managed 1,029 properties compared to 910 properties at December 31, 2012. In addition, there was an increase in overall customer participation to approximately 68.7% at December 31, 2013 from approximately 67.0% at December 31, 2012.

        Acquisition Related Costs—These costs relate to acquisition activities during the periods indicated. The increase for the year ended December 31, 2013 when compared to the prior year was related primarily to the expense of $2,441 of defeasance reimbursement costs paid to the seller in a property acquisition in December 2013.

        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, 2013, we acquired 78 properties, 47 of which we did not previously manage. We did not observe any material trends specific to payroll, travel or other expense that contributed significantly to the increase in general and administrative expenses apart from the increase due to the management of additional properties.

        Depreciation and Amortization—Depreciation and amortization expense increased as a result of the acquisition of new properties. We acquired 78 properties during the year ended December 31, 2013, and 91 properties 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,
   
   
 
 
  2013   2012   $ Change   % Change  

Other income and expenses:

                         

Gain on sale of real estate assets

  $ 960   $   $ 960     100.0 %

Loss on extinguishment of debt related to portfolio acquisition

    (9,153 )       (9,153 )   100.0 %

Interest expense

    (71,630 )   (71,850 )   220     (0.3 )%

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

    (1,404 )   (444 )   (960 )   216.2 %

Interest income

    749     1,816     (1,067 )   (58.8 )%

Interest income on note receivable from Preferred Operating Partnership unit holder

    4,850     4,850          

Equity in earnings of unconsolidated real estate ventures

    11,653     10,859     794     7.3 %

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

    46,032     30,630     15,402     50.3 %

Income tax expense

    (9,984 )   (5,413 )   (4,571 )   84.4 %
                   

Total other expense, net

  $ (27,927 ) $ (29,552 ) $ 1,625     (5.5 )%
                   
                   

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

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

        Interest Expense—Interest expense remained fairly constant as the increase the total amount of debt outstanding was offset by a decrease in the average interest rate. At December 31, 2013, our total face value of debt was $1,958,586, compared to total face value of debt of $1,574,280 at December 31, 2012. The average interest rate was 3.8% as of December 31, 2013, compared to 4.2% as of December 31, 2012.

        Non-cash Interest Expense Related to Amortization of Discount on Equity Component of Exchangeable Senior Notes—Represents the amortization of the discount related to the equity component of the exchangeable senior notes issued by our Operating Partnership, which reflects the effective interest rate relative to the carrying amount of the liability. Our Operating Partnership had $87,663 of its 3.625% Exchangeable Senior Notes due 2027 (the "Notes due 2027") outstanding prior to April 2012, when all of the Notes due 2027 were surrendered for exchange. In June 2013, our Operating Partnership issued $250,000 of its 2.375% Exchangeable Senior Notes due 2033 (the "Notes due 2033").

        Interest Income—Interest income represents amounts earned on cash and cash equivalents deposited with financial institutions and interest earned on notes receivable. The decrease relates primarily to the payoff of two note receivables in December 2012 when the related properties were purchased by us.

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

        Equity in Earnings of Unconsolidated Real Estate Ventures—The increase in equity in earnings of unconsolidated 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 several joint ventures during 2012 and 2013.

        Equity in Earnings of Unconsolidated Real Estate Ventures—Gain on Sale of Real Estate Assets and Purchase of Joint Venture Partners' Interests—In December 2013, we acquired our partners' equity interest in five joint ventures that each held one self-storage property. Each of these joint venture partners was associated with with Grupe Properties Co. Inc. ("Grupe"). As a result of these transactions, we recorded non-cash gains of $9,340, which represents the increase in the fair values of our prior interests in the Grupe joint ventures from their formations to the acquisition dates.

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

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

        In December 2012, two joint ventures in which we held a 20% 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% 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% 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 and lower solar tax credits when compared to the prior year.

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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,
   
   
 
 
  2013   2012   $ Change   % Change  

Net income allocated to noncontrolling interests:

                         

Net income allocated to Preferred Operating Partnership noncontrolling interests

  $ (8,006 ) $ (6,876 ) $ (1,130 )   16.4 %

Net income allocated to Operating Partnership and other noncontrolling interests

    (5,474 )   (3,504 )   (1,970 )   56.2 %
                   

Total income allocated to noncontrolling interests:          

  $ (13,480 ) $ (10,380 ) $ (3,100 )   29.9 %
                   
                   

        Net Income Allocated to Preferred Operating Partnership Noncontrolling Interests—In December 2013, as part of a portfolio acquisition, our Operating Partnership issued 407,996 Series C Convertible Redeemable Preferred Units ("Series C Units"). The Series C Units have a liquidation value of $42.10 per unit. From issuance until the fifth anniversary of issuance, the Series C Units receive distributions at an annual rate of $0.18 plus the then-payable quarterly distribution per common OP Unit.

        During August and September 2013, as part of a portfolio acquisition, our Operating Partnership issued 1,342,727 Series B Redeemable Preferred Units ("Series B Units"). The Series B Units have a liquidation value of $25.00 per unit and receive distributions at an annual rate of 6%.

        Income allocated to the Preferred Operating Partnership noncontrolling interests for the year ended December 31, 2013 represents the fixed distributions paid to the holders of the Series A Units, Series B Units, and Series C Units plus approximately 0.9% of the remaining net income allocated after adjustment for the fixed distribution paid.

        For the year ended December 31, 2012, income allocated to the Preferred Operating Partnership noncontrolling interest equals the fixed distribution paid to the Series A Unit holder, plus approximately 0.9% of the remaining net income allocated after the adjustment for the fixed distribution paid. The increase in the percentage was primarily a result of the issuance of the Series B Units and Series C Units as noted above.

        Net Income Allocated to Operating Partnership and Other Noncontrolling Interests —Income allocated to the Operating Partnership represents approximately 3.6% and 2.9% of net income after the allocation of the fixed distribution paid to the Preferred Operating Partnership unit holders for the years ended December 31, 2013 and 2012, respectively.

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 the 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. 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% in 2012 over the same period in 2011. Finally, revenues at our lease-up properties increased by $5,879 in 2012 as compared to 2011, 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. We also earn an asset management fee from the Storage Portfolio I ("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. 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 an increase 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 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 expenses increased over the prior year primarily as a result of 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 expenses 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 equity component of 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 unconsolidated real estate ventures

    10,859     7,287     3,572     49.0 %

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

    30,630         30,630     100.0 %

Income tax expense

    (5,413 )   (1,155 )   (4,258 )   368.7 %
                   

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 Equity Component of Exchangeable Senior Notes—Represents the amortization of the discount on the Notes due 2027, which reflects the effective interest rate relative to the carrying amount of the liability. All of the outstanding Notes due 2027 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 Units.

        Equity in Earnings of Unconsolidated 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 Unconsolidated 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 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 PREI's 94.9% interest in 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 noncontrolling interest equals the fixed distribution paid to the Series A Units 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 interests 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 Series A Units holder for the years ended December 31, 2012 and 2011, respectively.

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FUNDS FROM OPERATIONS

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

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

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

 
  For the Year Ended December 31,  
 
  2013   2012   2011  

Net income attributable to common stockholders

  $ 172,076   $ 117,309   $ 50,449  

Adjustments:

   
 
   
 
   
 
 

Real estate depreciation

    78,943     64,301     52,647  

Amortization of intangibles

    11,463     6,763     2,375  

Gain on sale of real estate assets

    (960 )        

Unconsolidated joint venture real estate depreciation and amortization

    5,676     7,014     7,931  

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

    (46,032 )   (30,630 )   185  

Distributions paid on Series A Preferred Operating Partnership units

    (5,750 )   (5,750 )   (5,750 )

Income allocated to Operating Partnership noncontrolling interests          

    13,431     10,349     7,978  
               

Funds from operations

  $ 228,847   $ 169,356   $ 115,815  
               
               

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 that had 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

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the properties shown below because these results provide information relating to property level operating changes without the effects of acquisitions or completed developments.

 
  For the Three Months
Ended December 31,
   
  For the Year Ended
December 31,
   
 
 
  Percent
Change
  Percent
Change
 
 
  2013   2012   2013   2012  

Same-store rental and tenant reinsurance revenues

  $ 88,056   $ 82,603     6.6 % $ 345,825   $ 321,962     7.4 %

Same-store operating and tenant reinsurance expenses

    26,071     25,704     1.4 %   104,377     102,379     2.0 %
                           

Same-store net operating income

  $ 61,985   $ 56,899     8.9 % $ 241,448   $ 219,583     10.0 %

Non same-store rental and tenant reinsurance revenues

 
$

47,174
 
$

24,834
   
90.0

%

$

148,174
 
$

61,728
   
140.0

%

Non same-store operating and tenant reinsurance expenses

  $ 13,703   $ 8,819     55.4 % $ 44,657   $ 19,518     128.8 %

Total rental and tenant reinsurance revenues

 
$

135,230
 
$

107,437
   
25.9

%

$

493,999
 
$

383,690
   
28.7

%

Total operating and tenant reinsurance expenses

  $ 39,774   $ 34,523     15.2 % $ 149,034   $ 121,897     22.3 %

Same-store square foot occupancy as of quarter end

   
89.2

%
 
87.9

%
       
89.2

%
 
87.9

%
     

Properties included in same-store

   
344
   
344
         
344
   
344
       

 

 
  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        

Comparison of the Year Ended December 31, 2013 to the Year Ended December 31, 2012

        The increases in same-store rental and tenant reinsurance revenues for the three months and year ended December 31, 2013, as compared to the same periods ended December 31, 2012, were due primarily to an increase in average occupancy, a decrease in discounts to new customers, and an

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average increase of 2.0% to 4.0% in incoming rates to new tenants. The increases in same-store operating and tenant reinsurance expenses for the three months and year ended December 31, 2013 were primarily due to increases in payroll, property taxes and repairs and maintenance expenses.

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.

CASH FLOWS

Comparison of the Year Ended December 31, 2013 to the Year Ended December 31, 2012

        Cash provided by operating activities were $271,259 and $215,879 for the years ended December 31, 2013 and 2012, respectively. The change when compared to the prior year was primarily due to a $57,867 increase in net income. There was also an increase in depreciation and amortization of $20,779 and an increase of $9,153 in loss on extinguishment of debt related to portfolio acquisition. These increases were partially offset by an increase in the non-cash gain on the purchase of joint venture partners' interests of $22,362.

        Cash used in investing activities was $366,976 and $606,938 for the years ended December 31, 2013 and 2012, respectively. The change was primarily the result of a decrease of $249,061 in the amount of cash used to acquire new properties in 2013 when compared to 2012.

        Cash provided by financing activities was $191,655 and $395,360 for the years ended December 31, 2013 and 2012, respectively. The net decrease was due to a number of factors, including a decrease of $223,600 in the cash proceeds received from the sale of common stock, a decrease of $492,078 in the proceeds from notes payable and lines of credit, and an increase in cash paid for dividends of $74,727. These decreases in cash were partially offset by an increase of $246,250 in proceeds received from the issuance of the Notes due 2033, a decrease of $257,459 in cash paid for principal payments on notes payable and lines of credit, including defeasance, and an increase of $87,663 in cash paid to repurchase the Notes due 2027.

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

        Cash provided by operating activities was $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 partially 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 partially 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 the net cash proceeds generated from the sale of common stock in 2012 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 partially offset by the increase of $469,484 of cash

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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 the Notes due 2027 in 2012, compared to $0 in 2011, and the increase of $36,260 of dividends paid on common stock in 2012, compared to 2011.

LIQUIDITY AND CAPITAL RESOURCES

        As of December 31, 2013, we had $126,723 available in cash and cash equivalents. We intend to use this cash for acquisitions, to repay debt scheduled to mature in 2014 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 2013, we experienced no loss or lack of access to our cash or cash equivalents; however, there can be no assurance that access to our cash and cash equivalents will not be impacted by adverse conditions in the financial markets.

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

 
  As of December 31, 2013    
   
   
   
 
Line of Credit
  Amount
Drawn
  Capacity   Interest
Rate
  Origination
Date
  Maturity   Basis Rate   Notes  

Credit Line 1

  $   $ 75,000     2.07 % 2/13/2009   5/13/2014   LIBOR plus 1.90%       (1)

Credit Line 2

        85,000     2.07 % 6/4/2010   6/3/2016   LIBOR plus 1.90%       (2)

Credit Line 3

        40,000     2.37 % 11/16/2010   2/13/2017   LIBOR plus 2.20%       (3)(4)

Credit Line 4

        80,000     1.87 % 4/29/2011   11/18/2016   LIBOR plus 1.70%       (4)
                                   

  $   $ 280,000                          
                                   
                                   

(1)
One year extension available

(2)
One two-year extension available

(3)
Amended February 13, 2014 to extend the maturity date to February 13, 2017, increase the capacity to $50,000 and lower the interest rate to Libor plus 1.75%.

(4)
Two one-year extensions available

        As of December 31, 2013, we had $1,958,186 face value of debt, resulting in a debt to total capitalization ratio of 27.5%. As of December 31, 2013, the ratio of total fixed rate debt and other instruments to total debt was 82.7% (including $857,966 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 3.8%. 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, 2013.

        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.

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In addition, we evaluate, on an ongoing basis, the merits of strategic acquisitions and other relationships, which may require us to raise additional funds. We do not expect that our operating cash flow will be sufficient to fund our liquidity needs and instead expect to fund such needs out of additional borrowings of secured or unsecured indebtedness, joint ventures with third parties, and from the proceeds of public and private offerings of equity and debt. Additional capital may not be available on terms favorable to us or at all. Any additional issuance of equity or equity-linked securities may result in dilution to our stockholders. In addition, any new securities we issue could have rights, preferences and privileges senior to holders of our common stock. We may also use OP Units as currency to fund acquisitions from self-storage owners who desire tax-deferral in their exiting transactions.

OFF-BALANCE SHEET ARRANGEMENTS

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

CONTRACTUAL OBLIGATIONS

        The following table presents information on future payments due by period as of December 31, 2013:

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

Operating leases

  $ 69,857   $ 7,806   $ 10,255   $ 5,934   $ 45,862  

Notes payable, notes payable to trusts and lines of credit

                               

Interest

    401,949     73,593     122,404     75,633     130,319  

Principal

    1,958,186     29,004     413,747     810,009     705,426  
                       

Total contractual obligations

  $ 2,429,992   $ 110,403   $ 546,406   $ 891,576   $ 881,607  
                       
                       

        The operating leases above include minimum future lease payments on leases for 18 of our operating properties as well as leases of our corporate offices. Two ground leases include additional contingent rental payments based on the level of revenue achieved at the property.

        As of December 31, 2013, the weighted average interest rate for all fixed rate loans was 4.1%, and the weighted average interest rate on all variable rate loans was 2.1%.

FINANCING STRATEGY

        We will continue to employ leverage in our capital structure in amounts reviewed from time to time by our board of directors. Although our board of directors has not adopted a policy which limits the total amount of indebtedness that we may incur, we will consider a number of factors in evaluating our level of indebtedness from time to time, as well as the amount of such indebtedness that will be

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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;

    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.

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Interest Rate Risk

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

        As of December 31, 2013, we had approximately $1,958,186 in total face value debt, of which approximately $339,302 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 $3,000 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

  51

CONSOLIDATED BALANCE SHEETS

  52

CONSOLIDATED STATEMENTS OF OPERATIONS

  53

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

  54

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

  55

CONSOLIDATED STATEMENTS OF CASH FLOWS

  58

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

  59

SCHEDULE III

  106

        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, 2013 and 2012, 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, 2013. 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, 2013 and 2012 and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2013, 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, 2013, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 Framework) and our report dated March 3, 2014 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Salt Lake City, Utah
March 3, 2014

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Extra Space Storage Inc.

Consolidated Balance Sheets

(dollars in thousands, except share data)

 
  December 31,
2013
  December 31,
2012
 

Assets:

             

Real estate assets, net

  $ 3,636,544   $ 2,991,722  

Investments in unconsolidated real estate ventures

   
88,125
   
106,313
 

Cash and cash equivalents

    126,723     30,785  

Restricted cash

    21,451     16,976  

Receivables from related parties and affiliated real estate joint ventures

    7,542     11,078  

Other assets, net

    96,755     66,603  
           

Total assets

  $ 3,977,140   $ 3,223,477  
           
           

Liabilities, Noncontrolling Interests and Equity:

             

Notes payable

  $ 1,588,596   $ 1,369,690  

Premium on notes payable

    4,948     3,319  

Exchangeable senior notes

    250,000      

Discount on exchangeable senior notes

    (16,487 )    

Notes payable to trusts

    119,590     119,590  

Lines of credit

        85,000  

Accounts payable and accrued expenses

    60,601     52,299  

Other liabilities

    37,997     48,248  
           

Total liabilities

    2,045,245     1,678,146  
           

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, 115,755,527 and 110,737,205 shares issued and outstanding at December 31, 2013, and December 31, 2012, respectively

    1,157     1,107  

Paid-in capital

    1,973,159     1,740,037  

Accumulated other comprehensive income (deficit)

    10,156     (14,273 )

Accumulated deficit

    (226,002 )   (235,064 )
           

Total Extra Space Storage Inc. stockholders' equity

    1,758,470     1,491,807  

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

    80,947     29,918  

Noncontrolling interests in Operating Partnership

    91,453     22,492  

Other noncontrolling interests

    1,025     1,114  
           

Total noncontrolling interests and equity

    1,931,895     1,545,331  
           

Total liabilities, noncontrolling interests and equity

  $ 3,977,140   $ 3,223,477  
           
           

   

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,  
 
  2013   2012   2011  

Revenues:

                   

Property rental

  $ 446,682   $ 346,874   $ 268,725  

Tenant reinsurance

    47,317     36,816     31,181  

Management fees

    26,614     25,706     29,924  
               

Total revenues

    520,613     409,396     329,830  
               

Expenses:

                   

Property operations

    140,012     114,028     95,481  

Tenant reinsurance

    9,022     7,869     6,143  

Acquisition related costs

    8,618     5,351     2,896  

Severance costs

            2,137  

General and administrative

    54,246     50,454     49,683  

Depreciation and amortization

    95,232     74,453     58,014  
               

Total expenses

    307,130     252,155     214,354  
               

Income from operations

    213,483     157,241     115,476  

Gain on sale of real estate assets

   
960
   
   
 

Loss on extinguishment of debt related to portfolio acquisition

    (9,153 )        

Interest expense

    (71,630 )   (71,850 )   (67,301 )

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

    (1,404 )   (444 )   (1,761 )

Interest income

    749     1,816     1,027  

Interest income on note receivable from Preferred Operating Partnership unit holder

    4,850     4,850     4,850  
               

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

    137,855     91,613     52,291  

Equity in earnings of unconsolidated real estate ventures

   
11,653
   
10,859
   
7,287
 

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

   
46,032
   
30,630
   
 

Income tax expense

    (9,984 )   (5,413 )   (1,155 )
               

Net income

    185,556     127,689     58,423  

Net income allocated to Preferred Operating Partnership noncontrolling interests

    (8,006 )   (6,876 )   (6,289 )

Net income allocated to Operating Partnership and other noncontrolling interests

    (5,474 )   (3,504 )   (1,685 )
               

Net income attributable to common stockholders

  $ 172,076   $ 117,309   $ 50,449  
               
               

Earnings per common share

                   

Basic

  $ 1.54   $ 1.15   $ 0.55  
               
               

Diluted

  $ 1.53   $ 1.14   $ 0.54  
               
               

Weighted average number of shares

                   

Basic

    111,349,361     101,766,385     91,301,265  

Diluted

    113,105,094     103,767,365     93,633,573  

   

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,  
 
  2013   2012   2011  

Net income

  $ 185,556   $ 127,689   $ 58,423  

Other comprehensive income:

   
 
   
 
   
 
 

Change in fair value of interest rate swaps

    25,335     (6,587 )   (2,237 )
               

Total comprehensive income

    210,891     121,102     56,186  

Less: comprehensive income attributable to noncontrolling interests

    14,386     10,130     7,886  
               

Comprehensive income attributable to common stockholders

  $ 196,505   $ 110,972   $ 48,300  
               
               

   

See accompanying notes

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Extra Space Storage Inc.

Consolidated Statements of Stockholders' Equity

(dollars in thousands, except share data)

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

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)

 
  Noncontrolling Interests   Extra Space Storage Inc. Stockholders' Equity    
 
 
  Series A
Preferred
Operating
Partnership
  Series B
Preferred
Operating
Partnership
  Series C
Preferred
Operating
Partnership
  Operating
Partnership
  Other   Shares   Par Value   Paid-in
Capital
  Accumulated
Other
Comprehensive
Deficit
  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 Stockholders' Equity (Continued)

(dollars in thousands, except share data)

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

Issuance of common stock upon the exercise of options

                        391,543     4     5,892             5,896  

Restricted stock grants issued

                        137,602     1                 1  

Restricted stock grants cancelled

                        (23,323 )                    

Issuance of common stock, net of offering costs

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

Compensation expense related to stock-based awards

                                4,819             4,819  

Purchase of additional equity interests in existing consolidated joint ventures

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

Noncontrolling interest related to consolidated joint venture

                    870                         870  

Issuance of exchangeable senior notes—equity component

                                14,496             14,496  

Issuance of Operating Partnership units in conjunction with portfolio acquisition

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

Redemption of Operating Partnership units for common stock

                (260 )       12,500         260              

Redemption of Operating Partnership units for cash

                (41 )                           (41 )

Net income

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

Other comprehensive income

    214             692                     24,429         25,335  

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

                                3,193             3,193  

Distributions to Operating Partnership units held by noncontrolling interests

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

Distributions to other noncontrolling interests

                                             

Dividends paid on common stock at $1.45 per share

                                        (163,014 )   (163,014 )
                                               

Balances at December 31, 2013

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

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,  
 
  2013   2012   2011  

Cash flows from operating activities:

                   

Net income

  $ 185,556   $ 127,689   $ 58,423  

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

                   

Depreciation and amortization

    95,232     74,453     58,014  

Amortization of deferred financing costs

    5,997     5,889     5,583  

Loss on extinguishment of debt related to portfolio acquisition

    9,153          

Gain on sale of real estate assets

    (960 )        

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

    1,404     444     1,761  

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

    (1,194 )   (1,270 )    

Compensation expense related to stock-based awards

    4,819     4,356     5,757  

Gain on purchase of joint venture partners' interests

    (46,032 )   (23,670 )    

Distributions from unconsolidated real estate ventures in excess of earnings

    4,838     2,581     7,008  

Changes in operating assets and liabilities:

                   

Receivables from related parties and affiliated real estate joint ventures

    1,277     7,439     (8,634 )

Other assets

    8,725     8,746     7,533  

Accounts payable and accrued expenses

    8,302     7,220     9,837  

Other liabilities

    (5,858 )   2,002     (1,118 )
               

Net cash provided by operating activities

    271,259     215,879     144,164  
               

Cash flows from investing activities:

                   

Acquisition, development and redevelopment of real estate assets

    (356,425 )   (605,486 )   (202,019 )

Proceeds from sale of real estate assets

    6,964          

Investments in unconsolidated real estate ventures

    (1,516 )   (1,423 )   (4,088 )

Return of investment in unconsolidated real estate ventures

        2,421     4,614  

Change in restricted cash

    (4,475 )   8,792     4,730  

Purchase/issuance of notes receivable

    (5,000 )   (7,875 )   (50,140 )

Purchase of equipment and fixtures

    (6,524 )   (3,367 )   (5,016 )
               

Net cash used in investing activities

    (366,976 )   (606,938 )   (251,919 )
               

Cash flows from financing activities:

                   

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

    205,988     429,588     112,349  

Net proceeds from issuance of exchangeable senior notes

    246,250          

Proceeds from notes payable and lines of credit

    582,185     1,074,263     475,487  

Principal payments on notes payable and lines of credit, including defeasance

    (664,372 )   (921,831 )   (452,347 )

Deferred financing costs

    (7,975 )   (11,607 )   (6,197 )

Repurchase of exchangeable senior notes

        (87,663 )    

Redemption of Operating Partnership units held by noncontrolling interest

    (41 )   (155 )   (271 )

Net proceeds from exercise of stock options

    5,896     10,267     18,622  

Dividends paid on common stock

    (163,014 )   (88,287 )   (52,027 )

Distributions to noncontrolling interests

    (13,262 )   (9,215 )   (8,127 )
               

Net cash provided by financing activities

    191,655     395,360     87,489  
               

Net increase (decrease) in cash and cash equivalents

    95,938     4,301     (20,266 )

Cash and cash equivalents, beginning of the period

    30,785     26,484     46,750  
               

Cash and cash equivalents, end of the period

  $ 126,723   $ 30,785   $ 26,484  
               
               

Supplemental schedule of cash flow information

                   

Interest paid, net of amounts capitalized

  $ 65,511   $ 65,687   $ 61,726  

Income taxes paid

    1,916     831     665  

Supplemental schedule of noncash investing and financing activities:

   
 
   
 
   
 
 

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

                   

Noncontrolling interests in Operating Partnership

  $ 260   $ 2,479   $ 2,344  

Common stock and paid-in capital

    (260 )   (2,479 )   (2,344 )

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

                   

Other assets

  $ 3,193   $ 3,476   $ 2,199  

Paid-in capital

    (3,193 )   (3,476 )   (2,199 )

Acquisitions of real estate assets

                   

Real estate assets, net

  $ 331,230   $ 159,297   $ 137,177  

Notes payable assumed

    (110,803 )   (150,284 )   (132,327 )

Notes payable assumed and immediately defeased

    (98,960 )        

Notes payable issued to seller

        (8,584 )   (4,850 )

Value of Operating Partnership units issued

    (119,216 )   (429 )    

Receivables from related parties and affiliated joint ventures

    (2,251 )        

   

See accompanying notes.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements

December 31, 2013

(amounts in thousands, except property and share data)

1. DESCRIPTION OF BUSINESS

        Extra Space Storage Inc. (the "Company") is a fully integrated, self-administered and self-managed real estate investment trust ("REIT"), formed as a Maryland Corporation on April 30, 2004, to own, operate, manage, acquire, develop and redevelop professionally managed self-storage 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, 2013, the Company had direct and indirect equity interests in 779 storage facilities. In addition, the Company managed 250 properties for third parties bringing the total number of properties which it owns and/or manages to 1,029. These properties are located in 35 states, Washington, D.C. and Puerto Rico.

        The Company operates in three distinct segments: (1) rental operations; (2) tenant reinsurance; and (3) property management, acquisition and development. The rental operations activities include rental operations of self-storage facilities in which we have an ownership interest. 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. The Company's property management, acquisition and development activities include managing, acquiring, developing and selling 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, 2013

(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 2012 and 2011 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, 2013

(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, 2013, 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, 2013, aggregated by the level in the fair value hierarchy within which those measurements fall.

 
   
  Fair Value Measurements at
Reporting Date Using
 
Description
  December 31,
2013
  Quoted Prices
in Active
Markets for
Identical
Assets (Level 1)
  Significant
Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
 

Other assets—Cash Flow Hedge Swap Agreements

  $ 13,630   $   $ 13,630   $  

Other liabilities—Cash Flow Hedge Swap Agreements

  $ (3,684 ) $   $ (3,684 ) $  

        There were no transfers of assets and liabilities between Level 1 and Level 2 during the year ended December 31, 2013. 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, 2013 or 2012.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

        Long-lived assets held for use are evaluated by the Company for impairment when events or circumstances indicate that there may be impairment. The Company reviews each self-storage facility at least annually to determine if any such events or circumstances have occurred or exist. The Company focuses on facilities where occupancy and/or rental income have decreased by a significant amount. For these facilities, the Company determines whether the decrease is temporary or permanent and whether the facility will likely recover the lost occupancy and/or revenue in the short term. In addition, the Company 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, 2013 and 2012, 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, 2013 and 2012, approximate fair value.

        The fair values of the Company's note receivable from Preferred Operating Partnership unit holders was based on the discounted estimated future cash flows of the note (categorized within Level 3 of the fair value hierarchy); the discount rate used approximated the current market rate for loans with similar maturities and credit quality. The fair values of the Company's fixed rate notes

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

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

 
  December 31, 2013   December 31, 2012  
 
  Fair
Value
  Carrying
Value
  Fair
Value
  Carrying
Value
 

Note receivable from Preferred Operating Partnership unit holders

  $ 103,491   $ 100,000   $ 108,138   $ 100,000  

Fixed rate notes payable and notes payable to trusts

  $ 1,365,290   $ 1,368,885   $ 1,342,957   $ 1,275,605  

Exchangeable senior notes

  $ 251,103   $ 250,000   $   $  

Real Estate Assets

        Real estate assets are stated at cost, less accumulated depreciation. Direct and allowable internal costs associated with the development, construction, renovation, and improvement of real estate assets are capitalized. Interest, property taxes, and other costs associated with development incurred during the construction period are capitalized. The construction period begins when expenditures for the real estate assets have been made and activities that are necessary to prepare the asset for its intended use are in progress. The construction period ends when the asset is substantially complete and ready for its intended use. Capitalized interest during the years ended December 31, 2013, 2012 and 2011, was $0, $0 and $752, 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.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        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.

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 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, prepaid expenses and the fair value of interest rate swaps. Depreciation of equipment and fixtures is computed on a straight-line basis over three to five years. Deferred financing costs are amortized to interest expense using the effective interest method over the terms of the respective debt agreements.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Derivative Instruments and Hedging Activities

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

Exchange of Common Operating Partnership Units

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

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

recognized as income when earned. Management fee revenues are recognized monthly as services are performed and in accordance with the terms of the related management agreements. Equity in earnings of unconsolidated real estate entities is recognized based on our ownership interest in the earnings of each of the unconsolidated real estate entities. Interest income is recognized as earned.

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

        Tenant reinsurance premiums are recognized as revenue over the period of insurance coverage. The Company records an unpaid claims liability at the end of each period based on existing unpaid claims and historical claims payment history. The unpaid claims liability represents an estimate of the ultimate cost to settle all unpaid claims as of each period end, including both reported but unpaid claims and claims that may have been incurred but have not been reported. The Company uses a third party claims administrator to adjust all tenant reinsurance claims received. The administrator evaluates each claim to determine the ultimate claim loss and includes an estimate for claims that may have been incurred but not reported. Annually, a third party actuary evaluates the adequacy of the unpaid claims liability. Prior year claim reserves are adjusted as experience develops or new information becomes known. The impact of such adjustments is included in the current period operations. The unpaid claims liability is not discounted to its present value. Each tenant chooses the amount of insurance coverage they want through the tenant reinsurance program. Tenants can purchase policies in amounts of two thousand dollars to ten thousand dollars of insurance coverage in exchange for a monthly fee. As of December 31, 2013, the average insurance coverage for tenants was approximately two thousand two hundred dollars. The Company's exposure per claim is limited by the maximum amount of coverage chosen by each tenant. The Company purchases reinsurance for losses exceeding a set amount for any one event. The Company does not currently have any amounts recoverable under the reinsurance arrangements.

Real Estate Sales

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

Advertising Costs

        The Company incurs advertising costs primarily attributable to internet, directory and other advertising. These costs are expensed as incurred. The Company recognized $6,482, $6,026, and $5,958 in advertising expense for the years ended December 31, 2013, 2012 and 2011, respectively.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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, 2013, 21.4% (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, 2013 and 2012, 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, 2013 and 2012, the Company had no interest or penalties related to uncertain tax provisions.

Stock-Based Compensation

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

Earnings Per Common Share

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

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

additional weighted average 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, redeemable Series A Participating Redeemable Preferred Units ("Series A Units"), Series B Redeemable Preferred Units, ("Series B Units"), redeemable and convertible Series C Convertible Redeemable Preferred Units ("Series C Units") and redeemable 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 redemption right. In computing the dilutive effect of convertible securities, net income is adjusted to add back any changes in earnings in the period associated with the convertible security. The numerator also is adjusted for the effects of any other non-discretionary changes in income or loss that would result from the assumed conversion of those potential common shares. In computing diluted earnings per common share, only potential common shares that are dilutive (those that reduce earnings per share) are included. For the years ended December 31, 2013, 2012 and 2011, options to purchase approximately 44,958 shares, 57,335 shares and 107,523 shares of common stock, respectively, were excluded from the computation of earnings per share as their effect would have been anti-dilutive. As of December 31, 2013, 3,334,956 OP Units, 257,266 Series B Units, and 33,202 Series C Units were excluded from the computation of earnings per share as their effect would have been anti-dilutive. As of December 31, 2012 and 2011, 2,755,650 OP Units and 3,049,935 OP Units, respectively, were excluded from the computation of earnings per share as their effect would have been anti-dilutive.

        The Company's Operating Partnership had $250,000 of its 2.375% Exchangeable Senior Notes due 2033 (the "Notes due 2033") issued and outstanding as of December 31, 2013. The Notes due 2033 could potentially have a dilutive impact on the Company's earnings per share calculations. The Notes due 2033 are exchangeable by holders into shares of the Company's common stock under certain circumstances per the terms of the indenture governing the Notes due 2033. The exchange price of the Notes due 2033 was $55.69 per share as of December 31, 2013, and could change over time as described in the indenture. The Company has irrevocably agreed to pay only cash for the accreted principal amount of the Notes due 2033 relative to its exchange obligations, but retained the right to satisfy the exchange obligation in excess of the accreted principal amount in cash and/or common stock. Though the Company has retained that right, Accounting Standards Codification ("ASC") 260, "Earnings per Share," requires an assumption that shares would be used to pay the exchange obligation in excess of the accreted principal amount, and requires that those shares be included in the Company's calculation of weighted average common shares outstanding for the diluted earnings per share computation. For the year ended December 31, 2013, no shares related to the Notes due 2033 were included in the computation for diluted earnings per share as the per share price of the Company's common stock during this period did not exceed the exchange price.

        The Company's Operating Partnership had $87,663 of Exchangeable Senior Notes due 2027 (the "Notes due 2027") that were surrendered for exchange in April 2012. Prior to their exchange, the Notes due 2027 could potentially have had a dilutive effect on the Company's earnings per share calculations. The Notes due 2027 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 due

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2027 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 due 2027 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, ASC 260 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 year ended December 31, 2011 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 due 2027 were no longer outstanding.

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

        For the purposes of computing the diluted impact on earnings per share of the potential exchange of Series B Units for common shares upon redemption, where the Company has the option to redeem in cash or shares and where the Company has stated the intent and ability to settle the redemption in shares, the Company divided the total value of the Series B Units outstanding as of December 31, 2013 of $33,568 by the closing price of the Company's common stock as of December 31, 2013 of $42.13 per share. Assuming full exchange for common shares as of December 31, 2013, 796,776 shares would have been issued to the holders of the Series B Units.

        For the purposes of computing the diluted impact on earnings per share of the potential exchange of Series C Units into common shares upon redemption, where the Company has the option to redeem in cash or shares and where the Company has stated the intent and ability to settle the redemption in shares, the Company divided the total value of the Series C Units outstanding as of December 31, 2013 of $17,177 by the closing price of the Company's common stock as of December 31, 2013 of $42.13 per share. Assuming full exchange for common shares as of December 31, 2013, 407,705 shares would have been issued to the holders of the Series C Units.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

 
  For the Year Ended December 31,  
 
  2013   2012   2011  

Net income attributable to common stockholders

  $ 172,076   $ 117,309   $ 50,449  

Earnings and dividends allocated to participating securities

    (567 )   (279 )   (365 )
               

Earnings for basic computations

    171,509     117,030     50,084  

Earnings and dividends allocated to participating securities

    567     279     365  

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

    7,255     6,876     6,289  

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

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

Net income for diluted computations

  $ 173,581   $ 118,435   $ 50,988  
               
               

Weighted average common shares outstanding:

                   

Average number of common shares outstanding—basic

    111,349,361     101,766,385     91,301,265  

Series A Units

    989,980     989,980     989,980  

Dilutive and cancelled stock options and restricted stock awards

    765,753     1,011,000     1,342,328  
               

Average number of common shares outstanding—diluted

    113,105,094     103,767,365     93,633,573  

Earnings per common share

   
 
   
 
   
 
 

Basic

  $ 1.54   $ 1.15   $ 0.55  

Diluted

  $ 1.53   $ 1.14   $ 0.54  

Recently Issued Accounting Standards

        In February 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-02 "Comprehensive Income—Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income," which supersedes and replaces the presentation requirements for reclassifications out of accumulated other comprehensive income in ASUs 2011-05 and 2011-12. The amendment requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under GAAP. For other amounts that are not required under GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under GAAP that provide additional detail about those amounts. ASU 2013-02 was effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2012. The Company adopted the amended standard beginning January 1, 2013 and presents accumulated other comprehensive income in accordance with the requirements of the standard.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

3. REAL ESTATE ASSETS

        The components of real estate assets are summarized as follows:

 
  December 31, 2013   December 31, 2012  

Land—operating

  $ 1,009,500   $ 755,565  

Land—development

    10,421     12,050  

Buildings and improvements

    3,032,218     2,551,886  

Intangible assets—tenant relationships

    65,811     51,355  

Intangible lease rights

    8,698     8,656  
           

    4,126,648     3,379,512  

Less: accumulated depreciation and amortization

    (496,754 )   (391,928 )
           

Net operating real estate assets

    3,629,894     2,987,584  

Real estate under development/redevelopment

    6,650     4,138  
           

Net real estate assets

  $ 3,636,544   $ 2,991,722  
           
           

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

  $ 5,625   $ 8,600  
           
           

        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 $12,065, $7,177 and $2,633, for the years ended December 31, 2013, 2012 and 2011, 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, 2013 are recorded at fair value and consist of undeveloped land.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

4. PROPERTY ACQUISITIONS AND DISPOSITIONS

        The following table shows the Company's acquisition of operating properties for the years ended December 31, 2013 and 2012, and does not include purchases of raw land or improvements made to existing assets:

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

Texas

  1   12/9/2013   $ 4,616   $ 4,610   $   $   $   $   $ 6   $       $ 2,033   $ 2,495   $ 70   $ 18    

Hawaii

  1   12/6/2013     8,029     7,987                     42                 7,776     218     35    

California

  2   12/3/2013     24,334     16,588         4,208         (1,263 )   67     4,734     112,446     6,061     15,402     392     2,479   (1)

California

  6   12/2/2013     48,514     26,114     4,342     5,131         311     173     12,443     295,550     8,859     38,347     864     444   (1)

Florida

  2   11/8/2013     27,547     27,572                     (25 )           3,909     23,221     374     43    

Florida

  1   11/7/2013     10,500     10,460                     40             2,108     8,028     161     203    

Various states

  16   11/4/2013     96,711     98,424                     (1,713 )           24,248     70,160     1,874     429    

Various states

  19   11/1/2013     187,825     43,475     99,339     34,137         12,373     (1,499 )           85,123     99,500     3,203     1   (2)

Georgia

  1   10/15/2013     12,414     12,382                     32             1,773     10,456     174     11    

North Carolina

  1   10/15/2013     5,535     5,519                     16             3,614     1,788     126     7    

California

  1   9/26/2013     10,928     4,791                     51     6,086     177,107     3,138     7,429     181     180   (3)

California

  19   8/29/2013     186,427     96,085                     519     89,823     2,613,728     100,446     81,830     2,997     1,154   (3)

Arizona

  2   7/25/2013     9,313     9,183                     130             2,001     7,110     192     10    

Maryland

  1   6/10/2013     13,688     419     7,122                 17     6,130     143,860     2,160     11,340         188    

Texas

  1   5/8/2013     7,104     7,057                     47             1,374     5,636     86     8    

Hawaii

  2   5/3/2013     27,560     27,491                     69             5,991     20,976     438     155    

Illinois

  1   2/13/2013     11,083     7,592         341     2,251     1,173     (274 )           1,318     9,485     190     90    

Maryland

  1   2/13/2013     12,321     8,029         2,215         2,273     (196 )           1,266     10,789     260     6    
                                                                 

2013 Totals

  78       $ 704,449   $ 413,778   $ 110,803   $ 46,032   $ 2,251   $ 14,867   $ (2,498 ) $ 119,216     3,342,691   $ 255,422   $ 431,768   $ 11,800   $ 5,461    
                                                                 

Florida

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

Maryland

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

Arizona

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

Florida

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

Florida

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

Various states

  21   11/30/2012     164,566     140,513         10,171         14,184     (302 )           41,988     119,681     2,881     16   (5)

New Jersey

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

Massachusetts

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

Utah

  1   9/28/2012     7,410     7,322                     88             2,063     5,202     132     13   (6)

Virginia

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

New Jersey

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

New Jersey

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

New Jersey

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

New York

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

Texas

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

California

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

South Carolina

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

New Jersey, New York

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

Colorado

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

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   (7)

Maryland

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

Florida

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

Maryland

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

Texas

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

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    
                                                                 

(1)
This represents the acquisition of eight properties. The Company previously held no equity interest in three of the properties. For the remaining five, the Company acquired its joint venture partners' 65% interests in five joint ventures, each of which held one property in California, resulting in full ownership by the Company. Prior to the acquisition date the Company accounted for its 35% interests in these joint ventures as equity-method investments. The total acquisition date fair value of the previous equity interests was approximately $8,400 and is included as consideration transferred. The Company recognized non-cash gains of $9,340 as a result of re-measuring its prior equity interests in these joint ventures held before the acquisition. The eight were acquired in exchange for approximately $42,702 of cash and 407,996 Series C Units valued at $17,177.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

4. PROPERTY ACQUISITIONS AND DISPOSITIONS (Continued)

(2)
This represents the acquisition of a joint venture partner's 49% interest in HSRE-ESP IA, LLC ("HSRE"), an existing joint venture, for $43,475 in cash and the assumption of a $96,516 loan. The result of this acquisition is that the Company owns a 99% interest in HSRE. The joint venture partner retained a 1% interest, which is included in other noncontrolling interests on the Company's consolidated balance sheets. HSRE owns 19 properties in California, Florida, Nevada, Ohio, Pennsylvania, Tennessee, Texas and Virginia. Prior to the acquisition date, the Company accounted for its 50% interest in the joint venture as an equity-method investment. The acquisition date fair value of the previous equity interest was approximately $43,500 which was calculated based on the fair value of the assets in the joint venture, and is included as consideration transferred. The Company recognized a non-cash gain of $34,137 as a result of re-measuring its prior equity interest in HSRE held before the acquisition. The properties are now consolidated as the Company owns the majority interest in the joint venture. A premium of $2,823 on the debt assumed was recorded in order to record the loan at fair value on the date of purchase. This premium is included in premiums on notes payable in the consolidated balance sheets and will be amortized to interest expense over the remaining term of the loan.

(3)
On August 29, 2013, the Operating Partnership completed the purchase of 19 out of 20 self-storage facilities affiliated with All Aboard Mini Storage, all of which are located in California. On September 26, 2013, the Operating Partnership completed the purchase of the remaining facility. These properties were acquired in exchange for $100,876 in cash (including $98,960 of debt assumed and immediately defeased at closing), 1,342,727 Series B Units valued at $33,568 and 1,448,108 common OP Units valued at $62,341. In accordance with ASC 805, "Business Combinations," the assumed debt was recorded at its fair value as of the closing date. The difference between the price paid to extinguish the debt, which included $9,153 of defeasance costs, and the carrying value of the debt was recorded as loss on extinguishment of debt related to portfolio acquisition on the Company's Consolidated Statements of Operations.

(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.

(5)
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.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

4. PROPERTY ACQUISITIONS AND DISPOSITIONS (Continued)

(6)
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.

(7)
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.

        On December 11, 2013, the Company sold 50% of its ownership in a parcel of undeveloped land held for sale located in California for $2,025. The buyer holds their 50% interest as a tenant in common. No gain or loss was recorded as a result of the sale.

        On December 6, 2013, the Company sold a property located in Florida for $3,250 in cash. As a result of this transaction, a gain of $160 was recorded.

        In June 2013, the Company recorded a gain of $800 due to the condemnation of a portion of land at one self-storage property in California that resulted from eminent domain.

        On May 16, 2013, the Company sold a property located in New York for $950. No gain or loss was recorded as a result of the sale.

        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, 2013, the Company acquired 78 properties. The following pro forma financial information includes 55 of the 78 properties acquired. Twenty-three 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 55 of the properties acquired, and presents the Company's results as if the acquisitions had occurred as of January 1, 2012:

 
  2013   2012  

Total revenues

  $ 558,484   $ 457,786  

Net income attributable to common stockholders

  $ 189,794   $ 132,744  

Earnings per common share

             

Basic

  $ 1.70   $ 1.30  

Diluted

  $ 1.70   $ 1.30  

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

4. PROPERTY ACQUISITIONS AND DISPOSITIONS (Continued)

        The following table summarizes the revenues and earnings related to the acquisitions since the acquisition dates, included in the consolidated income statement for the year ended December 31, 2013:

 
  For the
Year Ended
December 31, 2013
 

Total revenues

  $ 17,907  

Net income attributable to common stockholders

  $ 6,132  

5. INVESTMENTS IN UNCONSOLIDATED REAL ESTATE VENTURES

        Investments in unconsolidated real estate ventures consist of the following:

 
   
   
  Investment balance at
December 31,
 
 
  Equity
Ownership %
  Excess Profit
Participation %
 
 
  2013   2012  

Extra Space West One LLC ("ESW")

  5%   40%   $ 138   $ 413  

Extra Space West Two LLC ("ESW II")

  5%   40%     4,286     4,404  

Extra Space Northern Properties Six LLC ("ESNPS")

  10%   35%     263     626  

Extra Space of Santa Monica LLC ("ESSM")

  48%   48%     2,541     2,655  

Clarendon Storage Associates Limited Partnership ("Clarendon")

  50%   50%     3,155     3,160  

HSRE-ESP IA, LLC ("HSRE")

  99%   99%         12,506  

PRISA Self Storage LLC ("PRISA")

  2%   17%     10,737     10,972  

PRISA II Self Storage LLC ("PRISA II")

  2%   17%     9,143     9,331  

VRS Self Storage LLC ("VRS")

  45%   54%     41,810     43,107  

WCOT Self Storage LLC ("WCOT")

  5%   20%     4,145     4,315  

Storage Portfolio I LLC ("SP I")

  25%   25 - 40%     12,343     12,587  

Extra Space of Eastern Avenue LLC ("Eastern Avenue")

  58%   40%         2,305  

Extra Space of Montrose Avenue LLC ("Montrose")

  39%   50%         1,173  

Other unconsolidated real estate ventures

  18 - 50%   19 - 50%     (436 )   (1,241 )
                   

          $ 88,125   $ 106,313  
                   

        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, 2013, there were no previously unconsolidated entities that were required to be consolidated as a result of this review.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

5. INVESTMENTS IN UNCONSOLIDATED REAL ESTATE VENTURES (Continued)

        On December 2, 2013 and December 3, 2013, the Company acquired its joint venture partners' 65% interests in five joint ventures, each of which held one property in California, resulting in full ownership by the Company. Prior to the acquisition date the Company accounted for its 35% interests in these joint ventures as equity-method investments. The total acquisition date fair value of the previous equity interests was approximately $8,400 and is included as consideration transferred. The Company recognized non-cash gains of $9,340 as a result of re-measuring its prior equity interests in these joint ventures held before the acquisition. These five properties were acquired in exchange for approximately $29,054 of cash and 295,107 Series C Units valued at $12,424. These amounts were previously classified in other minority owned properties in the table above.

        On November 1, 2013, the Company acquired its joint venture partner's 49% interest in HSRE-ESP IA, LLC ("HSRE"), an existing joint venture, for $43,475 in cash and the assumption of a $96,516 loan. The result of this acquisition is that the Company owns a 99% interest in HSRE. The joint venture partner retained a 1% interest, valued at $870, which was recorded at fair value based on the fair value of the assets in the joint venture and is included in other noncontrolling interests on the Company's consolidated balance sheets. HSRE owns 19 properties in various states. The properties are now consolidated as the Company owns the majority interest in the joint venture. Prior to the acquisition date, the Company accounted for its 50% interest in the joint venture as an equity-method investment. The acquisition date fair value of the previous equity interest was approximately $43,500, and is included as consideration transferred. The Company recognized a non-cash gain of $34,137 as a result of re-measuring its prior equity interest in HSRE held before the acquisition.

        On February 13, 2013, the Company acquired its joint venture partner's 48% equity interest in Extra Space of Eastern Avenue LLC ("Eastern Avenue"), which owned one self-storage property located in Maryland, for approximately $5,979. Prior to the acquisition, the remaining 52% interest was owned by the Company, which accounted for its investment in Eastern Avenue using the equity method. The Company recorded a non-cash gain of $2,215 related to this transaction, which represents the increase in fair value of the Company's interest in Eastern Avenue from its formation to the acquisition date.

        On February 13, 2013, the Company acquired its joint venture partner's 61% equity interest in Extra Space of Montrose Avenue LLC ("Montrose"), which owned one self-storage property located in Illinois, for approximately $6,878. Prior to the acquisition, the remaining 39% interest was owned by the Company, which accounted for its investment in Montrose using the equity method. The Company recorded a non-cash gain of $341 related to this transaction, which represents the increase in fair value of the Company's interest in the joint venture from its formation to the acquisition date.

        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, 2013

(amounts in thousands, except property and share data)

5. INVESTMENTS IN UNCONSOLIDATED 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, 2013, the balance of the note receivable was $747. The note receivable is due December 15, 2014.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

5. INVESTMENTS IN UNCONSOLIDATED REAL ESTATE VENTURES (Continued)

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

        Equity in earnings of real estate ventures consists of the following for the periods ended:

 
  For the Year Ended
December 31,
 
 
  2013   2012   2011  

Equity in earnings of ESW

  $ 1,406   $ 1,263   $ 1,156  

Equity in earnings (losses) of ESW II

    50     26     (8 )

Equity in earnings of ESNPS

    461     382     338  

Equity in earnings of ESSM

    369     314     114  

Equity in earnings of Clarendon

    516     471     465  

Equity in earnings of HSRE

    1,428     1,298     388  

Equity in earnings of PRISA

    890     821     674  

Equity in earnings of PRISA II

    703     643     530  

Equity in earnings of PRISA III

        187     330  

Equity in earnings of VRS

    3,464     2,849     2,279  

Equity in earnings of WCOT

    448     370     92  

Equity in earnings (losses) of SP I

    1,243     1,103     (116 )

Equity in earnings of SPB II

        430     301  

Equity in earnings of Everest

            88  

Equity in earnings of Eastern Avenue

    461     157     137  

Equity in losses of Montrose

        (20 )   (46 )

Equity in earnings of other minority owned properties

    214     565     565  
               

  $ 11,653   $ 10,859   $ 7,287  
               
               

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

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

5. INVESTMENTS IN UNCONSOLIDATED REAL ESTATE VENTURES (Continued)

        Information (unaudited) related to the real estate ventures' debt at December 31, 2013, is presented below:

 
  Loan Amount   Current
Interest Rate
  Debt
Maturity

ESW—Fixed

  $ 16,700     5.00 % September 2015

ESW II—Swapped to fixed

    19,327     3.57 % February 2019

ESNPS—Fixed

    34,500     5.27 % June 2015

ESSM—Variable

    11,125     2.19 % November 2014

Clarendon—Swapped to fixed

    8,024     5.93 % September 2018

PRISA

          Unleveraged

PRISA II

          Unleveraged

VRS—Swapped to fixed

    52,100     3.34 % July 2019

WCOT—Swapped to fixed

    87,500     3.34 % August 2019

SP I—Fixed

    93,994     4.66 % April 2018

Other minority owned properties

    25,504     Various   Various

        Combined, condensed unaudited financial information of ESW, ESW II, ESNPS, PRISA, PRISA II, PRISA III, VRS, WCOT, SP I and SPB II and HSRE as of December 31, 2013 and 2012, and for the years ended December 31, 2013, 2012 and 2011, follows:

 
  December 31,  
Balance Sheets:
  2013(a)   2012(a)(b)  

Assets:

             

Net real estate assets

  $ 1,474,754   $ 1,633,402  

Other

    33,788     33,103  
           

  $ 1,508,542   $ 1,666,505  
           
           

Liabilities and members' equity:

             

Notes payable

  $ 304,121   $ 404,630  

Other liabilities

    22,040     27,383  

Members' equity

    1,182,381     1,234,492  
           

  $ 1,508,542   $ 1,666,505  
           
           

 

 
  For the Year Ended December 31,  
Statements of Income:
  2013(a)   2012(a)(b)   2011(b)  

Rents and other income

  $ 260,487   $ 266,222   $ 304,499  

Expenses

    149,595     164,285     217,114  
               

Net income

  $ 110,892   $ 101,937   $ 87,385  
               
               

(a)
On November 1, 2013 the Company acquired its partner's 49% interest in HSRE as disclosed in Note 4. Property Acquisitions and Dispositions. As such, HSRE is now consolidated on the Company's balance sheet and has been excluded from the 2013 balance sheet table above.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

5. INVESTMENTS IN UNCONSOLIDATED REAL ESTATE VENTURES (Continued)

(b)
The income statement information for the years ended December 31, 2012 and 2011 includes results from PRISA III and SPB II, which were acquired by the Company during 2012. Balance sheet information as of December 31, 2013 and 2012 does not include PRISA III or SPB II.

Variable Interests in Unconsolidated Real Estate Joint Ventures:

        The Company has an interest in one unconsolidated joint venture with an unrelated third party which is a variable interest entity ("VIE"). The Company holds an 18% equity interest and a 50% profit interest in the VIE joint venture ("VIE JV"), and has 50% of the voting rights in the VIE JV. Qualification as a VIE was based on the determination that the equity investment at risk for the joint venture was not sufficient based on a qualitative and quantitative analysis performed by the Company. The Company performed a qualitative analysis for the joint venture 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 the entity is shared equally by the Company and its joint venture partner, there is no primary beneficiary. Accordingly, the interest is recorded using the equity method.

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

        The Company guarantees the primary mortgage notes payable of the VIE JV. The Company's maximum exposure to loss for this joint venture as of December 31, 2013, is the total of the guaranteed loan balance, the amounts payable to the Company and the Company's investment balances in the joint venture. The Company believes that the risk of incurring a material loss as a result of having to perform on the loan guarantee is unlikely and, therefore, no liability has been recorded related to this guarantee. Also, repossessing and/or selling the self-storage facility and land that collateralize the loan could provide funds sufficient to reimburse the Company.

        The following table compares the liability balance and the maximum exposure to loss related to the Company's VIE JV as of December 31, 2013:

 
  Liability
Balance
  Investment
Balance
  Balance of
Guaranteed
Loan
  Amounts
Payable to
the Company
  Maximum
Exposure
to Loss
  Difference  

Extra Space of Sacramento One LLC

  $   $ (1,096 ) $ 4,307   $ 6,283   $ 9,494   $ (9,494 )

The Company had no consolidated VIEs for the year ended December 31, 2013.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

6. OTHER ASSETS

        The components of other assets are summarized as follows:

 
  December 31, 2013   December 31, 2012  

Equipment and fixtures

  $ 21,774   $ 15,090  

Less: accumulated depreciation

    (12,805 )   (10,223 )

Other intangible assets

    6,460     3,434  

Deferred financing costs, net

    21,881     19,783  

Prepaid expenses and deposits

    8,355     7,934  

Receivables, net

    32,025     19,881  

Investments in Trusts

    3,590     3,590  

Income taxes receivable

    1,845     3,609  

Fair value of interest rate swaps

    13,630      

Deferred tax asset

        3,505  
           

  $ 96,755   $ 66,603  
           
           

7. NOTES PAYABLE

        The components of notes payable are summarized as follows:

 
  December 31, 2013   December 31, 2012  

Fixed Rate

             

Mortgage loans with banks (including loans subject to interest rate swaps) bearing interest at fixed rates between 2.8% and 6.7%. The loans are collateralized by mortgages on real estate assets and the assignment of rents. Principal and interest payments are made monthly with all outstanding principal and interest due between May 2014 and April 2021. 

  $ 1,249,295   $ 1,156,015  

Variable Rate

   
 
   
 
 

Mortgage loans with banks bearing floating interest rates based on LIBOR and Prime. Interest rates based on LIBOR are between LIBOR plus 1.8% (1.97% at December 31, 2013 and 2.21% December 31, 2012) and LIBOR plus 2.1% (2.27% at December 31, 2013 and 3.21% December 31, 2012). Interest rates based on Prime are 3.25% at December 31, 2013. 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 2014 and April 2020. 

    339,301     213,675  
           

  $ 1,588,596   $ 1,369,690  
           
           

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

7. NOTES PAYABLE (Continued)

        The following table summarizes the scheduled maturities of notes payable at December 31, 2013:

2014

  $ 29,004  

2015

    257,432  

2016

    156,315  

2017

    422,215  

2018

    137,794  

Thereafter

    585,836  
       

  $ 1,588,596  
       
       

        Certain mortgage and construction loans with variable interest rates are subject to interest rate floors starting at 2.05%. Real estate assets are pledged as collateral for the notes payable. Of the Company's $1,588,596 in notes payable outstanding at December 31, 2013, $1,016,463 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, 2013.

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. A portion of these changes is excluded from accumulated other comprehensive income as it is allocated to noncontrolling interests. During the years ended December 31, 2013, 2012 and 2011, such derivatives were used to

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

8. DERIVATIVES (Continued)

hedge the variable cash flows associated with existing variable-rate debt. During 2014, the Company estimates that an additional $8,298 will be reclassified as an increase to interest expense.

        The following table summarizes the terms of the Company's 22 derivative financial instruments as of December 31, 2013:

Hedge Product
  Current Notional
Amounts
  Strike   Effective Dates   Maturity Dates

Swap Agreements

  $4,780 - $96,107   2.79% - 6.32%   7/1/2009 - 7/25/2013   7/1/2014 - 4/1/2021

Fair Values of Derivative Instruments

        The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the consolidated balance sheets:

 
  Asset (Liability) Derivatives  
 
  December 31, 2013   December 31, 2012  
Derivatives designated as
hedging instruments:
  Balance Sheet
Location
  Fair
Value
  Balance Sheet
Location
  Fair
Value
 

Swap Agreements

  Other assets   $ 13,630   Other assets   $  

Swap Agreements

  Other liabilities   $ (3,684 ) Other liabilities   $ (15,228 )

Effect of Derivative Instruments

        The tables below present the effect of the Company's derivative financial instruments on the consolidated statements of operations for the periods presented. No tax effect has been presented as the derivative instruments are held by the Company:

 
   
  For the Year Ended
December 31,
 
 
  Classification of
Income (Expense)
 
Type
  2013   2012   2011  

Swap Agreements

  Interest expense   $ (8,917 ) $ (6,758 ) $ (3,771 )
                   
                   

 

 
   
   
  Gain (loss)
reclassified
from OCI
 
 
  Gain (loss)
recognized in OCI
   
 
 
  Location of amounts
reclassified from OCI
into income
  For the Year Ended
December 31, 2013
 
Type
  December 31, 2013  

Swap Agreements

  $ 13,718   Interest expense   $ (8,917 )
               
               

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

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

8. DERIVATIVES (Continued)

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, 2013, 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 $3,684. As of December 31, 2013, the Company had not posted any collateral related to these agreements. If the Company had breached any of these provisions as of December 31, 2013, it could have been required to settle its obligations under the agreements at their termination value of $3,946.

9. NOTES PAYABLE TO TRUSTS

        During July 2005, ESS Statutory Trust III (the "Trust III"), a newly formed Delaware statutory trust and a wholly-owned, unconsolidated subsidiary of the Operating Partnership, issued an aggregate of $40,000 of preferred securities which mature on July 31, 2035. In addition, the Trust III issued 1,238 of Trust common securities to the Operating Partnership for a purchase price of $1,238. On July 27, 2005, the proceeds from the sale of the preferred and common securities of $41,238 were loaned in the form of a note to the Operating Partnership ("Note 3"). Note 3 had a fixed rate of 6.91% through July 31, 2010, and then was payable at a variable rate equal to the three-month LIBOR plus 2.40% per annum. Effective July 11, 2011, the Trust III entered into an interest rate swap that fixes the interest rate to be paid at 4.99% per annum and matures July 11, 2018. The interest on Note 3, payable quarterly, will be used by the Trust III to pay dividends on the trust preferred securities. The trust preferred securities became redeemable by the Trust III with no prepayment premium on July 27, 2010.

        During May 2005, ESS Statutory Trust II (the "Trust II"), a newly formed Delaware statutory trust and a wholly-owned, unconsolidated subsidiary of the Operating Partnership of the Company, issued an aggregate of $41,000 of preferred securities which mature on June 30, 2035. In addition, the Trust II issued 1,269 of Trust common securities to the Operating Partnership for a purchase price of $1,269. On May 24, 2005, the proceeds from the sale of the preferred and common securities of $42,269 were loaned in the form of a note to the Operating Partnership ("Note 2"). Note 2 had a fixed rate of 6.67% through June 30, 2010, and then was payable at a variable rate equal to the three-month LIBOR plus 2.40% per annum. Effective July 11, 2011, the Trust II entered into an interest rate swap that fixes the interest rate to be paid at 4.99% per annum and matures July 11, 2018. The interest on Note 2, payable quarterly, will be used by the Trust II to pay dividends on the trust preferred securities. The trust preferred securities became redeemable by the Trust II with no prepayment premium on June 30, 2010.

        During April 2005, ESS Statutory Trust I (the "Trust"), a newly formed Delaware statutory trust and a wholly-owned, unconsolidated subsidiary of the Operating Partnership of the Company issued an aggregate of $35,000 of trust preferred securities which mature on June 30, 2035. In addition, the Trust issued 1,083 of Trust common securities to the Operating Partnership for a purchase price of $1,083.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

9. NOTES PAYABLE TO TRUSTS (Continued)

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 (together, the "Trusts") are VIEs because the holders of the equity investment at risk (the trust preferred securities) do not have the power to direct the activities of the entities that most significantly affect the entities' economic performance because of their lack of voting or similar rights. Because the Operating Partnership's investment in the Trusts' common securities was financed directly by the Trusts as a result of its loan of the proceeds to the Operating Partnership, that investment is not considered to be an equity investment at risk. The Operating Partnership's investment in the Trusts is not a variable interest because equity interests are variable interests only to the extent that the investment is considered to be at risk, and therefore the Operating Partnership cannot be the primary beneficiary of the Trusts. Since the Company is not the primary beneficiary of the Trusts, they have not been consolidated. A debt obligation has been recorded in the form of notes as discussed above for the proceeds, which are owed to the Trusts by the Company. The Company has also recorded its investment in the Trusts' common securities as other assets.

        The Company has not provided financing or other support during the periods presented to the Trusts that it was not previously contractually obligated to provide. The Company's maximum exposure to loss as a result of its involvement with the Trusts is equal to the total amount of the notes discussed above less the amounts of the Company's investments in the Trusts' common securities. The net amount is the notes payable that the Trusts owe to third parties for their investments in the Trusts' preferred securities.

        Following is a tabular comparison of the liabilities the Company has recorded as a result of its involvements with the Trusts to the maximum exposure to loss the Company is subject to related to the Trusts as of December 31, 2013:

 
  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 June 21, 2013, the Operating Partnership issued $250,000 of its 2.375% Exchangeable Senior Notes due 2033 due 2033 at a 1.5% discount, or $3,750. Costs incurred to issue the Notes due 2033 were approximately $1,672. These costs are being amortized as an adjustment to interest expense over

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

10. EXCHANGEABLE SENIOR NOTES (Continued)

five years, which represents the estimated term based on the first available redemption date, and are included in other assets in the consolidated balance sheet. The Notes due 2033 are general unsecured senior obligations of the Operating Partnership and are fully guaranteed by the Company. Interest is payable on January 1 and July 1 of each year beginning January 1, 2014, until the maturity date of July 1, 2033. The Notes due 2033 bear interest at 2.375% per annum and contain an exchange settlement feature, which provides that the Notes due 2033 may, under certain circumstances, be exchangeable for cash (for the principal amount of the Notes due 2033) and, with respect to any excess exchange value, for cash, shares of the Company's common stock or a combination of cash and shares of the Company's common stock at the Company's option. The initial exchange rate of the Notes due 2033 is approximately 17.96 shares of the Company's common stock per $1,000 principal amount of the Notes due 2033.

        The Operating Partnership may redeem the Notes due 2033 at any time to preserve the Company's status as a REIT. In addition, on or after July 5, 2018, the Operating Partnership may redeem the Notes due 2033 for cash, in whole or in part, at 100% of the principal amount plus accrued and unpaid interest, upon at least 30 days but not more than 60 days prior written notice to the holders of the Notes due 2033. The holders of the Notes due 2033 have the right to require the Operating Partnership to repurchase the Notes due 2033 for cash, in whole or in part, on July 1 of the years 2018, 2023, and 2028, and upon the occurrence of certain designated events, in each case for a repurchase price equal to 100% of the principal amount of the Notes due 2033 plus accrued and unpaid interest. Certain events are considered "Events of Default," as defined in the indenture governing the Notes due 2033, which may result in the accelerated maturity of the Notes due 2033.

        GAAP requires entities with convertible debt instruments that may be settled entirely or partially in cash upon conversion to separately account for the liability and equity components of the instrument in a manner that reflects the issuer's economic interest cost. The Company therefore accounts for the liability and equity components of the Notes due 2033 separately. The equity component is included in paid-in capital in stockholders' equity in the consolidated balance sheet, and the value of the equity component is treated as original issue discount for purposes of accounting for the debt component. The discount is being amortized as interest expense over the remaining period of the debt through its first redemption date, July 1, 2018. The effective interest rate on the liability component is 4.0%.

        Information about the carrying amount of the equity component, the principal amount of the liability component, its unamortized discount and its net carrying amount were as follows for the periods indicated:

 
  December 31, 2013   December 31, 2012  

Carrying amount of equity component

  $ (14,496 ) $  
           
           

Principal amount of liability component

  $ 250,000   $  

Unamortized discount—equity component

    (13,131 )    

Unamortized cash discount

    (3,356 )    
           

Net carrying amount of liability component

  $ 233,513   $  
           
           

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Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

10. EXCHANGEABLE SENIOR NOTES (Continued)

        On March 27, 2007, the Company's Operating Partnership issued $250,000 of 3.625% Exchangeable Senior Notes due 2027. The Notes due 2027 bore interest at 3.625% per annum and contained an exchange settlement feature, which provided that under certain circumstances, the Notes due 2027 could have been exchanged for cash (up to the principal amount) 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. The Company accounted for the liability and equity components of the Notes due 2027 separately as required under GAAP. The effective interest rate on the liability component of the Notes due 2027 was 5.75%.

        On March 1, 2012, the Company announced that the holders of the Operating Partnership's then-outstanding $87,663 principal amount of the Notes due 2027 had the right to surrender their notes for repurchase by the Operating Partnership on April 1, 2012 for 100% of the principal amount, pursuant to the holders' rights under the indenture governing the Notes due 2027.

        As of April 3, 2012, the Company received notice that the holders of the entire $87,663 principal amount of the Notes due 2027 had surrendered their notes for exchange. On April 26, 2012, the Company settled the exchange by paying cash for the principal amount, 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.

        The amount of interest cost recognized relating to the contractual interest rate and the amortization of the discount on the liability component for the Notes due 2033 and the Notes due 2027 was as follows for the periods presented:

 
  For the Year Ended
December 31,
 
 
  2013   2012   2011  

Contractual interest

  $ 3,134   $ 790   $ 3,178  

Amortization of discount

    1,404     444     1,761  
               

Total interest expense recognized

  $ 4,538   $ 1,234   $ 4,939  
               
               

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

11. LINES OF CREDIT

        All of the Company's lines of credit are guaranteed by the Company and secured by mortgages on certain real estate assets. The following table presents information on the Company's lines of credit, the proceeds of which are used to repay debt and for general corporate purposes, for the periods indicated:

 
  As of December 31, 2013    
   
   
   
Line of Credit
  Amount
Drawn
  Capacity   Interest
Rate
  Origination
Date
  Maturity   Basis Rate   Notes

Credit Line 1

  $   $ 75,000     2.07 %   2/13/2009     5/13/2014     LIBOR plus 1.90 % (1)

Credit Line 2

        85,000     2.07 %   6/4/2010     6/3/2016     LIBOR plus 1.90 % (2)

Credit Line 3

        40,000     2.37 %   11/16/2010     2/13/2017     LIBOR plus 2.20 % (3)(4)

Credit Line 4

        80,000     1.87 %   4/29/2011     11/18/2016     LIBOR plus 1.70 % (4)
                                     

  $   $ 280,000                            
                                     
                                     

(1)
One year extension available

(2)
One two-year extension available

(3)
Amended February 13, 2014 to extend the maturity date to February 13, 2017, increase the capacity to $50,000 and lower the interest rate to Libor plus 1.75%.

(4)
Two one-year extensions available

12. OTHER LIABILITIES

        The components of other liabilities are summarized as follows:

 
  December 31, 2013   December 31, 2012  

Deferred rental income

  $ 24,037   $ 20,752  

Lease obligation liability

    2,076     3,826  

Fair value of interest rate swaps

    3,684     15,228  

Income taxes payable

    671     1,414  

Deferred tax liability

    3,481      

Other miscellaneous liabilities

    4,048     7,028  
           

  $ 37,997   $ 48,248  
           
           

        Included in the lease obligation liability is approximately $2,352 and $3,826 for the years ended December 31, 2013 and 2012, respectively, related to minimum rentals to be received in the future under non-cancelable subleases.

        Included in other miscellaneous liabilities is unpaid claims related to the Company's tenant reinsurance program. For the years ended December 31, 2013, 2012 and 2011, the number of claims

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

12. OTHER LIABILITIES (Continued)

made were 2,316, 2,060 and 1,834, respectively. The roll forward of the liability of unpaid claims is as follows:

 
  For the Year Ended
December 31,
 
 
  2013   2012  

Unpaid claims liability at beginning of year

  $ 1,414   $ 715  

Provision for current year claims

    3,817     3,417  

Increase (decrease) in provision for prior year claims

    (116 )   22  

Payments for current year claims

    (2,627 )   (2,028 )

Payments for prior year claims

    (1,252 )   (712 )
           

Unpaid claims liability at the end of the year

  $ 1,236   $ 1,414  
           
           

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 total asset value of the properties owned by the SPI joint venture, provided certain requirements are met.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

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

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

 
   
  For the Year Ended
December 31,
 
Entity
  Type   2013   2012   2011  

ESW

  Affiliated real estate joint ventures   $ 450   $ 430   $ 410  

ESW II

  Affiliated real estate joint ventures     382     354     335  

ESNPS

  Affiliated real estate joint ventures     528     498     479  

ESSM

  Affiliated real estate joint ventures     117     107     85  

HSRE

  Affiliated real estate joint ventures     1,146     1,094     1,045  

PRISA

  Affiliated real estate joint ventures     5,215     5,174     4,961  

PRISA II

  Affiliated real estate joint ventures     4,397     4,138     4,016  

PRISA III

  Affiliated real estate joint ventures         920     1,796  

VRS

  Affiliated real estate joint ventures     1,286     1,207     1,156  

WCOT

  Affiliated real estate joint ventures     1,601     1,520     1,497  

SP I

  Affiliated real estate joint ventures     1,953     1,885     6,392  

SPB II

  Affiliated real estate joint ventures         923     969  

Everest

  Affiliated real estate joint ventures     15     133     528  

Other

  Franchisees, third parties and other     9,524     7,323     6,255  
                   

      $ 26,614   $ 25,706   $ 29,924  
                   
                   

        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.

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

 
  December 31, 2013   December 31, 2012  

Mortgage notes receivable

  $ 5,818   $ 7,670  

Other receivables from properties

    1,724     3,408  
           

  $ 7,542   $ 11,078  
           
           

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Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

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

        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, 2013 and 2012.

        Centershift, a related party service provider, is partially owned by one of the Company's board members. 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, 2013, 2012 and 2011, the Company paid Centershift $1,095, $1,235, and $1,087, respectively, relating to the purchase of software and license agreements. On October 1, 2013, the Company bought out the remainder of its three year contract with Centershift for $1,500, which is recorded in general and administrative expense. In addition, the Company purchased a copy of the STORE source code and some equipment from Centershift for $2,600. The Company no longer has any contractual liability to Centershift.

        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, 2013, 2012 and 2011, the Company paid SpenAero $803, $649, and $608, respectively. The services that the Company receives from SpenAero are similar in nature and comparable in price to those that are provided to other outside third parties.

14. STOCKHOLDERS' EQUITY

        The Company's charter provides that it can issue up to 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, 2013, 115,755,527 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 8, 2013, the Company issued and sold 4,500,000 shares of its common stock in a public offering at a price to the underwriter of $45.81 per share. The Company received gross proceeds of $206,145. Transaction costs were $157, resulting in net proceeds of $205,988.

        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.

        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.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

14. STOCKHOLDERS' EQUITY (Continued)

        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

Classification of Noncontrolling Interests

        GAAP requires a company to present ownership interests in subsidiaries held by parties other than the company in the consolidated financial statements within the equity section, but separate from the company's equity. It also requires the amount of consolidated net income attributable to the parent and to the noncontrolling interest to be clearly identified and presented on the face of the consolidated statement of operations and requires changes in ownership interest to be accounted for similarly as equity transactions. If noncontrolling interests are determined to be redeemable, they are to be carried at their redemption value as of the balance sheet date and reported as temporary equity.

        The Company has evaluated the terms of the Operating Partnership's preferred units and classifies the noncontrolling interest represented by the such preferred units as stockholders' equity in the accompanying consolidated balance sheets. The Company will periodically evaluate individual noncontrolling interests for the ability to continue to recognize the noncontrolling amount as permanent equity in the consolidated balance sheets. Any noncontrolling interests that fail to qualify as permanent equity will be reclassified as temporary equity and adjusted to the greater of (1) the carrying amount, or (2) its redemption value as of the end of the period in which the determination is made.

Series A Participating Redeemable Preferred Units

        On June 15, 2007, the Operating Partnership entered into a Contribution Agreement with various limited partnerships affiliated with AAAAA Rent-A-Space to acquire ten self-storage facilities (the "Properties") in exchange for 989,980 Series A Units. The self-storage facilities are located in California and Hawaii.

        On June 25, 2007, the Operating Partnership loaned the holders of the Series A Units $100,000. The note receivable bears interest at 4.85%. During 2013 a loan amendment was signed extending the maturity date to September 1, 2020. The loan is secured by the borrower's Series A Units. The holders of the Series A Units can redeem up to 114,500 Series A Units prior to the maturity date of the loan. If any redemption in excess of 114,500 Series A Units occurs prior to the maturity date, the holder of the Series A Units is required to repay the loan as of the date of that redemption. The Series A Units are shown on the balance sheet net of the $100,000 loan because the borrower under the loan receivable is also the holder of the Series A Units.

        The partnership agreement of the Operating Partnership (as amended, the "Partnership Agreement") provides for the designation and issuance of the Series A Units. The Series A Units will have priority over all other partnership interests of the Operating Partnership with respect to distributions and liquidation.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

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

        Under the Partnership Agreement, Series A 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 participates in distributions with, and has a liquidation value equal to, that of the common OP Units. The Series A Units became redeemable at the option of the holder on September 1, 2008, which redemption obligation may be satisfied, at the Company's option, in cash or shares of its common stock.

Series B Redeemable Preferred Units

        On August 29, 2013, the Operating Partnership completed the purchase of 19 out of 20 self-storage facilities affiliated with All Aboard Mini Storage, all of which are located in California. On September 26, 2013, the Operating Partnership completed the purchase of the remaining facility. These properties were acquired in exchange for $100,876 in cash (including $98,960 of debt assumed and immediately defeased at closing), 1,342,727 Series B Units valued at $33,568, and 1,448,108 common OP Units valued at $62,341.

        The Partnership Agreement provides for the designation and issuance of the Series B Units. The Series B Units rank junior to the Series A Units, on parity with the Series C Units, and senior to all other partnership interests of the Operating Partnership with respect to distributions and liquidation.

        The Series B Units have a liquidation value of $25.00 per unit for a fixed liquidation value of $33,568. Holders of the Series B Units receive distributions at an annual rate of 6%. These distributions are cumulative and accrue each quarter regardless of the declaration of dividends or distributions. The Series B Units will become redeemable at the option of the holder on August 29, 2014 and September 26, 2014, which redemption obligations may be satisfied at the Company's option in cash or shares of its common stock.

Series C Convertible Redeemable Preferred Units

        On December 2, 2013, the Operating Partnership completed the purchase of six of eight self-storage facilities affiliated with Grupe Properties Co. Inc. ("Grupe"), all of which are located in California. On December 3, 2013, the Operating Partnership completed the purchase of the remaining two facilities. The Company previously held 35% interests in five of these eight properties through separate joint ventures with Grupe. These properties were acquired in exchange for $42,702 of cash, the assumption of $4,342 in existing debt, and the issuance of 407,996 Series C Units valued at $17,177.

        The Partnership Agreement provides for the designation and issuance of the Series C Units. The Series C Units rank junior to the Series A Units, on parity with the Series B Units, and senior to all other partnership interests of the Operating Partnership with respect to distributions and liquidation.

        The Series C Units have a liquidation value of $42.10 per unit. From issuance to the fifth anniversary of issuance, each Series C Unit holder will receive quarterly distributions equal to the quarterly distribution for common OP Unit plus $0.18. Beginning on the fifth anniversary of issuance, each Series C Unit holder will receive a fixed quarterly distribution equal to the aggregate quarterly distribution payable in respect of such Series C Unit during the four quarters immediately preceding

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

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

the fifth anniversary of issuance divided by four. These distributions are cumulative. The Series C Units will become redeemable at the option of the holder one year from the date of issuance, which redemption obligation may be satisfied at the Company's option in cash or shares of its common stock. The Series C Units will also become convertible into common OP Units at the option of the holder one year from the date of issuance, at a rate of 0.9145 common OP Units per Series C Unit converted. This conversion option expires upon the fifth anniversary of the date of issuance.

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 94.2% majority ownership interest therein as of December 31, 2013. The remaining ownership interests in the Operating Partnership (including Preferred Operating Partnership units) of 5.8% are held by certain former owners of assets acquired by the Operating Partnership. As of December 31, 2013, the Operating Partnership had 4,334,118 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 sole discretion, elect to acquire those OP Units in exchange for shares of its common stock on a one-for-one basis, subject to anti-dilution adjustments provided in the Operating Partnership agreement. The ten day average closing stock price at December 31, 2013, was $42.05 and there were 4,334,118 OP units outstanding. Assuming that all of the unit holders exercised their right to redeem all of their OP Units on December 31, 2013 and the Company elected to pay the non-controlling members cash, the Company would have paid $182,250 in cash consideration to redeem the units.

        In October 2013, 12,500 OP Units were redeemed in exchange for the Company's common stock. In March and April 2013, 1,000 OP Units were redeemed in exchange for $41 in cash.

        On August 29, 2013 and September 26, 2013, the Company purchased 20 properties in California. As part of the consideration, 1,448,108 OP Units were issued for a value of $62,341.

        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.

        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

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

16. NONCONTROLLING INTEREST IN OPERATING PARTNERSHIP (Continued)

company's equity. It also requires the amount of consolidated net income attributable to the parent and to the noncontrolling interest to be clearly identified and presented on the face of the consolidated statement of operations and requires changes in ownership interest to be accounted for similarly as equity transactions. If noncontrolling interests are determined to be redeemable, they are to be carried at their redemption value as of the balance sheet date and reported as temporary equity.

        The Company has evaluated the terms of the common OP Units and classifies the noncontrolling interest represented by the common OP Units as stockholders' equity in the accompanying consolidated balance sheets. The Company will periodically evaluate individual noncontrolling interests for the ability to continue to recognize the noncontrolling amount as permanent equity in the consolidated balance sheets. Any noncontrolling interests that fail to qualify as permanent equity will be reclassified as temporary equity and adjusted to the greater of (1) the carrying amount, or (2) its redemption value as of the end of the period in which the determination is made.

17. OTHER NONCONTROLLING INTERESTS

        Other noncontrolling interests represent the ownership interests of various third parties in two consolidated joint ventures as of December 31, 2013. One of these consolidated joint ventures owns one property which was under construction at December 31, 2013. The second consolidated joint venture owns 19 properties. The ownership interests of the third party owners range from 1.0% to 3.3%. 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.

        In November 2013, the Company purchased its joint venture partner's 10% membership interest in an existing joint venture for $1,292. The joint venture owned a single property located in California, and as a result of the acquisition, the property became wholly-owned by the Company. Since the Company retained its controlling financial interest in the subsidiary, this transaction was accounted for as an equity transaction. The carrying amount of the noncontrolling interest was reduced to zero to reflect the purchase, and the difference between the price paid by the Company and the adjustment to the carrying value of the noncontrolling interest was recorded as an adjustment to equity attributable to the parent.

        In May 2013, the Company purchased one of its joint venture partner's 27.6% capital interest and 35% profit interest in a previously unconsolidated joint venture for $950. The partner's interest was reported in other noncontrolling interests prior to the purchase. As a result of the acquisition, the property became wholly-owned by the Company. Since the Company retained its controlling financial interest in the subsidiary, this transaction was accounted for as an equity transaction. The carrying amount of the noncontrolling interest was reduced to zero to reflect the purchase and the difference between the price paid by the Company and the carrying value of the noncontrolling interest was recorded as an adjustment to equity attributable to the parent.

        In February 2013, the Company purchased one of its joint venture partner's 1.7% capital interest and 17% profit interest in consolidated property for $200. As a result, the Company's capital interest

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Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

17. OTHER NONCONTROLLING INTERESTS (Continued)

percentage in this joint venture increased from 95% to 96.7%. Since the Company retained its controlling financial interest in the subsidiary, this transaction was accounted for as an equity transaction. The carrying amount of the noncontrolling interest was reduced to reflect the purchase and the difference between the price paid by the Company and the adjustment to the carrying value of the noncontrolling interest was recorded as an adjustment to equity attributable to the parent.

18. STOCK-BASED COMPENSATION

        The Company has the following plans under which shares were available for grant at December 31, 2013:

    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 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, 2013, 2,390,415 shares were available for issuance under the Plans.

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Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

18. STOCK-BASED COMPENSATION (Continued)

Option Grants

        A summary of stock option activity is as follows:

Options
  Number of Shares   Weighted Average
Exercise Price
  Weighted Average
Remaining
Contractual Life
(Years)
  Aggregate
Intrinsic Value as
of December 31,
2013
 

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              

Forfeited

                     
                       

Outstanding at December 31, 2012

    1,097,092   $ 13.89              

Granted

    49,075     38.40              

Exercised

    (391,543 )   14.81              

Forfeited

                     
                       

Outstanding at December 31, 2013

    754,624   $ 15.00     5.10   $ 20,471  
                       
                       

Vested and Expected to Vest

    734,400   $ 14.52     5.01   $ 20,276  

Ending Exercisable

    556,191   $ 11.84     4.21   $ 16,847  

        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 2013 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, 2013. The amount of aggregate intrinsic value will change based on the fair market value of the Company's stock.

        The weighted average fair value of stock options granted in 2013, 2012 and 2011, was $9.74, $6.64 and $5.39, 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,
 
 
  2013   2012   2011  

Expected volatility

    42 %   44 %   45 %

Dividend yield

    4 %   5 %   5 %

Risk-free interest rate

    1 %   1 %   2 %

Average expected term (years)

    5     5     5  

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

18. STOCK-BASED COMPENSATION (Continued)

        The Black-Scholes model incorporates assumptions to value stock-based awards. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of the grant for the estimated life of the option. The Company uses actual historical data to calculate the expected price volatility, dividend yield and average expected term. The forfeiture rate, which is estimated at a weighted-average of 5.0% of unvested options outstanding as of December 31, 2013, 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, 2013, 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

    191,465     5.13   $ 6.22     191,465   $ 6.22  

$11.51 - $12.50

    192,960     4.83     12.06     134,315     12.17  

$12.51 - $15.50

    143,700     2.56     14.76     143,700     14.76  

$15.51 - $19.60

    116,350     5.32     18.37     75,950     17.71  

$19.61 - $38.40

    110,149     8.61     32.20     10,761     27.35  
                       

$6.22 - $38.40

    754,624     5.10   $ 15.00     556,191   $ 11.84  
                       
                       

        The Company recorded compensation expense relating to outstanding options of $536, $585 and $942 in general and administrative expense for the years ended December 31, 2013, 2012 and 2011, respectively. Total cash received for the years ended December 31, 2013, 2012 and 2011, related to option exercises was $5,896, $10,267 and $18,622, respectively. At December 31, 2013, there was $704 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 1.60 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, 2013, noted above does not necessarily represent the expense that will ultimately be realized by the Company in the statement of operations.

Common Stock Granted to Employees and Directors

        The Company recorded $4,283, $3,771 and $4,815 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, 2013, 2012 and 2011, respectively. The forfeiture rate, which is estimated at a weighted-average of 9.7% of unvested awards outstanding as of December 31, 2013, is adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the previous estimates. At December 31, 2013 there was $6,659 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 1.95 years.

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

18. STOCK-BASED COMPENSATION (Continued)

        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, 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  

Granted

    137,602     39.51  

Released

    (259,191 )   15.11  

Cancelled

    (23,323 )   23.62  
           

Unreleased at December 31, 2013

    395,360   $ 26.96  
           
           

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, 2013, 2012 and 2011, the Company made matching contributions to the plan of $1,013, $894, and $832, respectively, based on 100% of the first 3% and up to 50% of the next 2% of an employee's compensation.

20. INCOME TAXES

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

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

20. INCOME TAXES (Continued)

        The income tax provision for the years ended December 31, 2013, 2012 and 2011, is comprised of the following components:

 
  For the Year Ended
December 31, 2013
 
 
  Federal   State   Total  

Current expense

  $ 9,572   $ 615   $ 10,187  

Tax credits

    (4,556 )       (4,556 )

Change in deferred benefit

    4,353         4,353  
               

Total tax expense

  $ 9,369   $ 615   $ 9,984  
               
               

 

 
  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  
               
               

        A reconciliation of the statutory income tax provisions to the effective income tax provisions for the years ended December 31, 2013 and 2012 is as follows:

 
  For the Year Ended  
 
  December 31, 2013   December 31, 2012  

Expected tax at statutory rate

  $ 67,012     35.0 % $ 46,586     35.0 %

Non-taxable REIT income

    (53,519 )   (27.9 )%   (37,729 )   (28.3 )%

State and local tax expense (benefit)—net of federal benefit

    615     0.3 %   612     0.5 %

Change in valuation allowance

    435     0.2 %   1,641     1.2 %

Tax Credits (WOTC & Solar)

    (4,562 )   (2.4 )%   (5,528 )   (4.2 )%

Miscellaneous

    3     0.0 %   (169 )   (0.1 )%
                   

Total provision

  $ 9,984     5.2 % $ 5,413     4.1 %
                   
                   

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

20. INCOME TAXES (Continued)

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

 
  December 31,
2013
  December 31,
2012
 

Deferred Tax Liabilities:

             

Fixed Assets

  $ (14,557 ) $ (9,951 )

Other

    (663 )   (340 )
           

Total Deferred Tax Liabilities

  $ (15,220 ) $ (10,291 )
           

Deferred Tax Assets:

             

Capitive Insurance Subsidiary

  $ 400   $ 385  

Accrued liabilities

    1,043     1,193  

Stock compensation

    1,394     1,333  

Solar Credit

    8,480     10,313  

Other

    422     572  

State Deferreds

    4,570     4,135  
           

Total Deferred Tax Assets

  $ 16,309   $ 17,931  
           

Valuation Allowance

  $ (4,570 ) $ (4,135 )
           

Net deferred income tax assets/(liabilities)

  $ (3,481 ) $ 3,505  
           
           

        The state income tax net operating losses expire between 2014 and 2032. 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 2009 through 2012 remain open related to the state returns, and 2010 through 2012 for the federal returns.

21. SEGMENT INFORMATION

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

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(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, 2013   December 31, 2012  

Balance Sheet

             

Investment in unconsolidated real estate ventures

             

Rental operations

  $ 88,125   $ 106,313  

Total assets

   
 
   
 
 

Property management, acquisition and development

  $ 301,001   $ 199,379  

Rental operations

    3,641,746     2,996,453  

Tenant reinsurance

    34,393     27,645  
           

  $ 3,977,140   $ 3,223,477  
           
           

 
  For the Year Ended December 31,  
 
  2013   2012   2011  

Statement of Operations

                   

Total revenues

                   

Rental operations

  $ 446,682   $ 346,874   $ 268,725  

Tenant reinsurance

    47,317     36,816     31,181  

Property management, acquisition and development

    26,614     25,706     29,924  
               

  $ 520,613   $ 409,396   $ 329,830  
               

Operating expenses, including depreciation and amortization

                   

Rental operations

  $ 229,229   $ 184,540   $ 150,199  

Tenant reinsurance

    9,022     7,869     6,143  

Property management, acquisition and development

    68,879     59,746     58,012  
               

  $ 307,130   $ 252,155   $ 214,354  
               

Income (loss) from operations

                   

Rental operations

  $ 217,453   $ 162,334   $ 118,526  

Tenant reinsurance

    38,295     28,947     25,038  

Property management, acquisition and development

    (42,265 )   (34,040 )   (28,088 )
               

  $ 213,483   $ 157,241   $ 115,476  
               

Gain on sale of real estate assets

                   

Rental operations

  $ 960   $   $  
               

Loss on extinguishment of debt related to portfolio acquisition

                   

Property management, acquisition and development

  $ (9,153 ) $   $  
               

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(amounts in thousands, except property and share data)

21. SEGMENT INFORMATION (Continued)

 
  For the Year Ended December 31,  
 
  2013   2012   2011  

Interest expense

                   

Rental operations

  $ (69,702 ) $ (70,472 ) $ (66,598 )

Property management, acquisition and development

    (1,928 )   (1,378 )   (703 )
               

  $ (71,630 ) $ (71,850 ) $ (67,301 )
               

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

                   

Property management, acquisition and development

  $ (1,404 ) $ (444 ) $ (1,761 )
               

Interest income

                   

Tenant reinsurance

  $ 17   $ 12   $ 11  

Property management, acquisition and development

    732     1,804     1,016  
               

  $ 749   $ 1,816   $ 1,027  
               

Interest income on note receivable from Preferred Operating Partnership unit holder

                   

Property management, acquisition and development

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

Equity in earnings of unconsolidated real estate ventures

                   

Rental operations

  $ 11,653   $ 10,859   $ 7,287  
               

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

                   

Rental operations

  $ 46,032   $ 30,630   $  
               

Income tax expense

                   

Rental operations

  $ (149 ) $ (660 ) $ (696 )

Tenant reinsurance

    (13,409 )   (10,399 )   (8,767 )

Property management, acquisition and development

    3,574     5,646     8,308  
               

  $ (9,984 ) $ (5,413 ) $ (1,155 )
               

Net income (loss)

                   

Rental operations

  $ 206,247   $ 132,691   $ 58,519  

Tenant reinsurance

    24,903     18,560     16,282  

Property management, acquisition and development

    (45,594 )   (23,562 )   (16,378 )
               

  $ 185,556   $ 127,689   $ 58,423  
               

Depreciation and amortization expense

                   

Property management, acquisition and development

  $ 6,015   $ 3,941   $ 3,296  

Rental operations

    89,217     70,512     54,718  
               

  $ 95,232   $ 74,453   $ 58,014  
               

Statement of Cash Flows

                   

Acquisition, development and redevelopment of real estate assets

                   

Property management, acquisition and development

  $ (356,425 ) $ (605,486 ) $ (202,019 )

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Extra Space Storage Inc.

Notes to Consolidated Financial Statements (Continued)

December 31, 2013

(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 leases. At December 31, 2013, future minimum rental payments under these non-cancelable operating leases were as follows (unaudited):

Less than 1 year

  $ 7,806  

Year 2

    5,690  

Year 3

    4,565  

Year 4

    3,274  

Year 5

    2,660  

Thereafter

    45,862  
       

  $ 69,857  
       
       

        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 $2,983, $2,830 and $2,799 related to these ground leases in the years ended December 31, 2013, 2012 and 2011, respectively.

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

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

Extra Space of Sacramento One LLC

  Apr-09   Apr-14   $ 4,307   $ 9,290  

        If the joint venture defaults on the loan, the Company may be forced to repay the loan. Repossessing and/or selling the self-storage facility and land that collateralize the loan could provide funds sufficient to reimburse the Company. The Company has recorded no liability in relation to this guarantee as of December 31, 2013, as the fair value of the guarantee is not material. The Company believes the risk of incurring a material loss as a result of having to perform on this guarantee is remote.

        As of December 31, 2013, 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, 2013

(amounts in thousands, except property and share data)

23. SUPPLEMENTARY QUARTERLY FINANCIAL DATA (UNAUDITED)

 
  For the Three Months Ended  
 
  March 31,
2013
  June 30,
2013
  September 30,
2013
  December 31,
2013
 

Revenues

  $ 119,322   $ 126,246   $ 133,111   $ 141,934  

Cost of operations

    72,593     72,871     77,047     84,619  
                   

Revenues less cost of operations

  $ 46,729   $ 53,375   $ 56,064   $ 57,315  
                   
                   

Net income

  $ 33,931   $ 37,101   $ 32,352   $ 82,172  
                   
                   

Net income attributable to common stockholders

  $ 31,425   $ 34,466   $ 29,245   $ 76,940  
                   
                   

Earnings per common share—basic

  $ 0.28   $ 0.31   $ 0.26   $ 0.68  

Earnings per common share—diluted

  $ 0.28   $ 0.31   $ 0.26   $ 0.67  

 

 
  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  
                   
                   

Earnings per common share—basic

  $ 0.21   $ 0.22   $ 0.37   $ 0.33  

Earnings per common share—diluted

  $ 0.21   $ 0.22   $ 0.37   $ 0.33  

24. SUBSEQUENT EVENTS

        On February 5, 2014 the Company purchased a single property located in Texas for $14,150.

        On January 7, 2014 the Company acquired a portfolio of 17 properties located in Virginia for $199,665.

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

 
   
   
   
   
   
   
   
  Gross carrying amount at
December 31, 2013
   
   
 
   
   
   
   
   
  Adjustments
and costs
subsequent
to acquisition
   
   
  Date
acquired or
development
completed
Property
  Property Name   State   Debt   Land
initial
cost
  Building and
improvements
initial cost
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation
8115   Auburn   AL   $ 2,499   $ 324   $ 1,895   $ 112       $ 324   $ 2,007   $ 2,331   $ 197   Aug-10
8116   Auburn   AL         92     138     158         92     296     388     53   Aug-10
0751   Birmingham   AL     4,665     790     9,369     34         790     9,403     10,193     352   Jul-12
0654   Hoover   AL     2,712     1,313     2,858     621         1,313     3,479     4,792     936   Aug-07
1542   Chandler   AZ         547     4,213     3         547     4,216     4,763     50   Jul-13
0239   Mesa   AZ     3,291     1,129     4,402     40         1,129     4,442     5,571     168   Jul-12
1499   Mesa   AZ         2,973     5,545     76         2,973     5,621     8,594     155   Dec-12
1543   Mesa   AZ         1,453     2,897     16         1,453     2,913     4,366     35   Jul-13
8066   Mesa   AZ         849     2,547     165         849     2,712     3,561     691   Aug-04
1211   Peoria   AZ     4,374     652     4,105     136         652     4,241     4,893     843   Apr-06
1431   Peoria   AZ         1,060     4,731     12         1,060     4,743     5,803     352   Jan-11
0338   Phoenix   AZ     7,053     1,441     7,982     562         1,441     8,544     9,985     2,071   Jul-05
0659   Phoenix   AZ         669     4,135     248         669     4,383     5,052     858   Jan-07
0822   Phoenix   AZ         2,257     7,820     42         2,257     7,862     10,119     227   Nov-12
1356   Phoenix   AZ     3,361     552     3,530     230         552     3,760     4,312     815   Jun-06
0814   Tucson   AZ         1,090     7,845     22         1,090     7,867     8,957     228   Nov-12
1370   Alameda   CA         2,919     12,984     2,027         2,919     15,011     17,930     3,062   Jun-07
1522   Alhambra   CA         10,109     6,065     2         10,109     6,067     16,176     45   Aug-13
1523   Anaheim   CA         3,593     3,330     10         3,593     3,340     6,933     25   Aug-13
1524   Anaheim   CA         2,519     2,886     8         2,519     2,894     5,413     22   Aug-13
1232   Antelope   CA         1,525     8,345     (299 )       1,185     8,386     9,571     1,136   Jul-08
1471   Bellflower   CA     1,264     640     1,350     35         640     1,385     2,025     82   Oct-11
1222   Belmont   CA         3,500     7,280     52         3,500     7,332     10,832     1,208   May-07
1371   Berkeley   CA     19,782     1,716     19,602     1,843         1,716     21,445     23,161     3,882   Jun-07
1472   Bloomington   CA         934     1,937     156         934     2,093     3,027     149   Oct-11
1473   Bloomington   CA         647     1,303     130         647     1,433     2,080     93   Oct-11
1071   Burbank   CA         3,199     5,082     1,751         3,618     6,414     10,032     2,266   Aug-00
1525   Burbank   CA         4,061     5,318     2         4,061     5,320     9,381     40   Aug-13
1461   Burlingame   CA     5,441     2,211     5,829     114         2,211     5,943     8,154     423   Apr-11
1256   Carson   CA             9,709     74             9,783     9,783     702   Mar-11
1372   Castro Valley   CA             6,346     384             6,730     6,730     1,147   Jun-07
1474   Cerritos   CA     17,173     8,728     15,895     565         8,728     16,460     25,188     953   Oct-11

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, 2013
   
   
 
   
   
   
   
   
  Adjustments
and costs
subsequent
to acquisition
   
   
  Date
acquired or
development
completed
Property
  Property Name   State   Debt   Land
initial
cost
  Building and
improvements
initial cost
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation
0224   Chatsworth   CA     10,675     5,853     11,286     382         9,921     7,600     17,521     869   Nov-13
1004   Claremont   CA         1,472     2,012     231         1,472     2,243     3,715     618   Jun-04
1475   Claremont   CA         1,375     1,434     168         1,375     1,602     2,977     93   Oct-11
1373   Colma   CA     23,332     3,947     22,002     2,242         3,947     24,244     28,191     4,561   Jun-07
1255   Compton   CA         1,426     7,582     42         1,426     7,624     9,050     1,042   Sep-08
1526   Concord   CA         3,082     2,822     7         3,082     2,829     5,911     21   Aug-13
1404   El Cajon   CA         1,100     6,380     46         1,100     6,426     7,526     692   Sep-09
1378   El Sobrante   CA         1,209     4,018     1,280         1,209     5,298     6,507     1,154   Jun-07
0683   Elk Grove   CA         894     6,949             894     6,949     7,843     7   Dec-13
0696   Elk Grove   CA         640     8,640             640     8,640     9,280     9   Dec-13
1166   Elk Grove   CA     2,936     952     6,936     441         1,075     7,254     8,329     611   Dec-07
0765   Fair Oaks   CA     4,337     644     11,287             644     11,287     11,931     12   Dec-13
1121   Fontana   CA     5,418     1,246     3,356     477         1,300     3,779     5,079     1,037   Oct-03
1157   Fontana   CA     3,280     961     3,846     428         1,000     4,235     5,235     1,296   Sep-02
1476   Fontana   CA         768     4,208     117         768     4,325     5,093     254   Oct-11
1477   Fontana   CA         778     4,723     119         778     4,842     5,620     291   Oct-11
1478   Fontana   CA     3,997     684     3,951     97         684     4,048     4,732     241   Oct-11
1031   Glendale   CA             6,084     254             6,338     6,338     1,644   Jun-04
0305   Hawaiian Gardens   CA     9,468     2,964     12,478     95         2,964     12,573     15,537     487   Jul-12
1030   Hawthorne   CA     3,858     1,532     3,871     236         1,532     4,107     5,639     1,093   Jun-04
1374   Hayward   CA     8,585     3,149     8,006     2,359         3,149     10,365     13,514     2,194   Jun-07
0177   Hemet   CA     5,051     1,146     6,369     272         1,146     6,641     7,787     1,546   Jul-05
1479   Hesperia   CA         156     430     105         156     535     691     47   Oct-11
1070   Inglewood   CA     5,530     1,379     3,343     961         1,529     4,154     5,683     1,557   Aug-00
1480   Irvine   CA     5,056     3,821     3,999     59         3,821     4,058     7,879     240   Oct-11
1481   Lake Elsinore   CA     3,310     587     4,219     179         587     4,398     4,985     252   Oct-11
1482   Lake Elsinore   CA         294     2,105     80         294     2,185     2,479     129   Oct-11
1278   Lancaster   CA         1,425     5,855     79         1,425     5,934     7,359     619   Oct-09
1358   Lancaster   CA     5,706     1,347     5,827     234         1,347     6,061     7,408     1,278   Jul-06
1013   Livermore   CA         1,134     4,615     227         1,134     4,842     5,976     1,233   Jun-04
1483   Long Beach   CA     2,733     1,772     2,539     103         1,772     2,642     4,414     160   Oct-11
0354   Long Beach   CA     5,909     2,205     8,356     290         5,859     4,992     10,851     627   Nov-13

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, 2013
   
   
 
   
   
   
   
   
  Adjustments
and costs
subsequent
to acquisition
   
   
  Date
acquired or
development
completed
Property
  Property Name   State   Debt   Land
initial
cost
  Building and
improvements
initial cost
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation
0352   Los Angeles   CA     10,345     4,555     10,590     33         4,555     10,623     15,178     400   Jul-12
0353   Los Angeles   CA     5,276     3,099     4,889     35         3,099     4,924     8,023     188   Jul-12
1057   Los Angeles   CA     9,014     1,431     2,976     743         1,611     3,539     5,150     1,263   Mar-00
1160   Los Angeles   CA         3,991     9,774     55         3,991     9,829     13,820     1,531   Dec-07
1235   Los Angeles   CA     4,862     2,200     8,108     47         2,200     8,155     10,355     1,117   Sep-08
1563   Los Angeles   CA         287     2,011             287     2,011     2,298     2   Dec-13
1296   Los Gatos   CA         2,550     8,257     52         2,550     8,309     10,859     402   Jul-12
8055   Manteca   CA     3,673     848     2,543     146         848     2,689     3,537     717   Jan-04
0107   Marina del Rey   CA     17,537     14,875     22,464     1,332         19,928     18,743     38,671     1,588   Nov-13
1527   Menlo Park   CA         7,675     1,812     3         7,675     1,815     9,490     14   Aug-13
1383   Modesto   CA     3,231     909     3,043     269         909     3,312     4,221     651   Jun-07
1528   Modesto   CA         1,647     4,215     8         1,647     4,223     5,870     32   Aug-13
0231   Moreno Valley   CA     2,121     482     3,484     21         482     3,505     3,987     132   Jul-12
0484   North Highlands   CA     2,097     1,020     2,516     75         798     2,813     3,611     288   Nov-13
1122   North Hollywood   CA     7,069     3,125     9,257     138         3,125     9,395     12,520     1,861   May-06
1529   North Hollywood   CA         4,501     4,465     2         4,501     4,467     8,968     33   Aug-13
1530   Northridge   CA         3,641     2,872     3         3,641     2,875     6,516     22   Aug-13
1053   Oakland   CA     4,271         3,777     990             4,767     4,767     1,764   Apr-00
1267   Oakland   CA         3,024     11,321     160         3,024     11,481     14,505     1,059   May-10
1531   Oakland   CA         6,359     5,753     5         6,359     5,758     12,117     43   Aug-13
1566   Oakland   CA         1,668     7,652             1,668     7,652     9,320     8   Dec-13
0645   Oceanside   CA     9,245     3,241     11,361     722         3,241     12,083     15,324     2,889   Jul-05
0825   Orange   CA     12,660     4,847     12,341     140         4,847     12,481     17,328     360   Nov-12
0695   Oxnard   CA         5,421     6,761             5,421     6,761     12,182     7   Dec-13
1254   Pacoima   CA     2,257     3,050     7,597     81         3,050     7,678     10,728     852   Aug-09
1111   Palmdale   CA     4,885     1,225     5,379     2,197         1,225     7,576     8,801     1,724   Jan-05
1484   Paramount   CA     2,630     1,404     2,549     121         1,404     2,670     4,074     163   Oct-11
1020   Pico Rivera   CA     4,150     1,150     3,450     161         1,150     3,611     4,761     1,160   Aug-00
1485   Placentia   CA     6,832     4,798     5,483     165         4,798     5,648     10,446     331   Oct-11
1382   Pleasanton   CA     7,127     1,208     4,283     418         1,208     4,701     5,909     1,001   May-07

108


Table of Contents

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

 
   
   
   
   
   
   
   
  Gross carrying amount at
December 31, 2013
   
   
 
   
   
   
   
   
  Adjustments
and costs
subsequent
to acquisition
   
   
  Date
acquired or
development
completed
Property
  Property Name   State   Debt   Land
initial
cost
  Building and
improvements
initial cost
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation
1029   Richmond   CA     4,944     953     4,635     607         953     5,242     6,195     1,409   Jun-04
1532   Richmond   CA         3,139     7,437     6         3,139     7,443     10,582     56   Sep-13
8016   Riverside   CA         1,075     4,042     515         1,075     4,557     5,632     1,226   Aug-04
0684   Rocklin   CA         1,745     8,005             1,745     8,005     9,750     9   Dec-13
1555   Rohnert Park   CA         990     8,094     4         990     8,098     9,088     26   Nov-13
0328   Sacramento   CA     4,003     852     4,720     463         852     5,183     6,035     1,281   Jul-05
1273   Sacramento   CA     3,082     1,738     5,522     107         1,844     5,523     7,367     469   Oct-10
1433   Sacramento   CA         2,400     7,425     74         2,400     7,499     9,899     830   Sep-09
1007   San Bernardino   CA         1,213     3,061     109         1,173     3,210     4,383     843   Jun-04
1194   San Bernardino   CA         750     5,135     69         750     5,204     5,954     969   Jun-06
1533   San Diego   CA         5,919     6,729     6         5,919     6,735     12,654     50   Aug-13
1486   San Dimas   CA     5,466     1,867     6,354     132         1,867     6,486     8,353     376   Oct-11
1368   San Francisco   CA     12,498     8,457     9,928     1,767         8,457     11,695     20,152     2,368   Jun-07
1534   San Francisco   CA         5,098     4,054     7         5,098     4,061     9,159     30   Aug-13
1491   San Jose   CA     2,514     2,428     2,323     97         2,428     2,420     4,848     96   Jul-12
8145   San Jose   CA         5,340     6,821     197         5,340     7,018     12,358     753   Sep-09
1257   San Leandro   CA         3,343     6,630     (85 )       3,291     6,597     9,888     548   Oct-10
1377   San Leandro   CA     14,812     4,601     9,777     1,933         4,601     11,710     16,311     2,429   Aug-07
1535   San Ramon   CA         4,819     5,819     2         4,819     5,821     10,640     44   Aug-13
1536   Santa Ana   CA         3,485     2,382     6         3,485     2,388     5,873     18   Aug-13
1261   Santa Clara   CA     8,249     4,750     8,218     31         4,750     8,249     12,999     915   Jul-09
0721   Santa Cruz   CA     8,828     1,588     11,160     18         1,588     11,178     12,766     419   Jul-12
1384   Santa Fe Springs   CA     6,590     3,617     7,022     285         3,617     7,307     10,924     1,300   Oct-07
1487   Santa Maria   CA     2,980     1,556     2,740     208         1,556     2,948     4,504     177   Oct-11
1488   Santa Maria   CA     3,228     1,310     3,526     59         1,310     3,585     4,895     209   Oct-11
8008   Sherman Oaks   CA     16,732     4,051     12,152     308         4,051     12,460     16,511     3,056   Aug-04
1275   Simi Valley   CA         5,533         (3,308 )       2,225         2,225        
1537   Stanton   CA         5,022     2,267     5         5,022     2,272     7,294     17   Aug-13
1095   Stockton   CA     2,506     649     3,272     172         649     3,444     4,093     1,066   May-02
1564   Stockton   CA         3,619     2,443             3,619     2,443     6,062     3   Dec-13
1538   Sunnyvale   CA         10,732     5,004     3         10,732     5,007     15,739     37   Aug-13
1425   Sylmar   CA         3,058     4,671     249         3,058     4,920     7,978     834   May-08
1253   Thousand Oaks   CA         4,500         (1,000 )       3,500         3,500        
1009   Torrance   CA         3,710     6,271     956         4,110     6,827     10,937     1,788   Jun-04
1112   Tracy   CA     5,159     778     2,638     808         911     3,313     4,224     935   Jul-03
1174   Tracy   CA     3,168     946     1,937     253         946     2,190     3,136     666   Apr-04
1379   Vallejo   CA     3,017     1,177     2,157     965         1,177     3,122     4,299     781   Jun-07

109


Table of Contents

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

 
   
   
   
   
   
   
   
  Gross carrying amount at
December 31, 2013
   
   
 
   
   
   
   
   
  Adjustments
and costs
subsequent
to acquisition
   
   
  Date
acquired or
development
completed
Property
  Property Name   State   Debt   Land
initial
cost
  Building and
improvements
initial cost
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation
1539   Van Nuys   CA         7,939     2,576     6         7,939     2,582     10,521     19   Aug-13
8011   Venice   CA     14,658     2,803     8,410     193         2,803     8,603     11,406     2,106   Aug-04
1540   Ventura   CA         3,453     2,837     2         3,453     2,839     6,292     21   Aug-13
1489   Victorville   CA         151     751     138         151     889     1,040     58   Oct-11
0144   Watsonville   CA     3,241     1,699     3,056     216         1,699     3,272     4,971     795   Jul-05
1083   Whittier   CA     3,400         2,985     170             3,155     3,155     970   Jun-02
1541   Wilmington   CA         6,792     10,726     3         6,792     10,729     17,521     80   Aug-13
1073   Arvada   CO     1,861     286     1,521     671         286     2,192     2,478     918   Sep-00
1458   Castle Rock   CO     1,151     407     3,077     164         407     3,241     3,648     230   May-11
0665   Colorado Springs   CO     3,919     781     3,400     230         781     3,630     4,411     679   Aug-07
0744   Colorado Springs   CO     4,368     1,525     4,310     241         1,525     4,551     6,076     665   Nov-08
1459   Colorado Springs   CO     1,782     296     4,199     198         296     4,397     4,693     314   Jun-11
1460   Colorado Springs   CO             6,945     79             7,024     7,024     264   Jul-12
0679   Denver   CO     3,777     368     1,574     228         368     1,802     2,170     474   Jul-05
1074   Denver   CO     2,635     602     2,052     1,299         745     3,208     3,953     1,173   Sep-00
1359   Parker   CO     5,108     800     4,549     758         800     5,307     6,107     1,150   Sep-06
1075   Thornton   CO     2,886     212     2,044     1,100         248     3,108     3,356     1,195   Sep-00
1076   Westminster   CO     2,177     291     1,586     1,021         299     2,599     2,898     1,122   Sep-00
0568   Brookfield   CT     5,187     991     7,891     106         991     7,997     8,988     305   Jul-12
1079   Groton   CT         1,277     3,992     435         1,277     4,427     5,704     1,310   Jan-04
1192   Middletown   CT     2,853     932     2,810     183         932     2,993     3,925     486   Dec-07
1553   Newington   CT         1,363     2,978     1         1,363     2,979     4,342     10   Nov-13
1097   Wethersfield   CT     4,133     709     4,205     219         709     4,424     5,133     1,328   Aug-02
1492   Auburndale   FL     1,297     470     1,076     139         470     1,215     1,685     57   May-12
0831   Brandon   FL         1,327     5,656     126         1,327     5,782     7,109     168   Nov-12
1392   Coral Springs   FL     6,461     3,638     6,590     254         3,638     6,844     10,482     1,076   Jun-08
0752   Deland   FL     2,823     1,318     3,971     263         1,318     4,234     5,552     909   Jan-06
1402   Estero   FL         2,198     8,215     59         2,198     8,274     10,472     911   Jul-09
0819   Fort Lauderdale   FL         1,576     5,397     192         1,576     5,589     7,165     160   Nov-12

110


Table of Contents

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

 
   
   
   
   
   
   
   
  Gross carrying amount at December 31, 2013    
   
 
   
   
   
   
   
  Adjustments
and costs
subsequent
to acquisition
   
   
  Date
acquired or
development
completed
Property
  Property Name   State   Debt   Land
initial
cost
  Building and
improvements
initial cost
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation
0101   Fort Myers   FL     4,194     1,985     4,983     429         1,985     5,412     7,397     1,346   Jul-05
1308   Fort Myers   FL     2,830     1,691     4,711     279         1,691     4,990     6,681     1,294   Aug-04
1310   Ft Lauderdale   FL     2,542     1,587     4,205     315         1,587     4,520     6,107     1,202   Aug-04
1427   Ft Lauderdale   FL         2,750     7,002     527         2,750     7,529     10,279     543   May-11
1337   Greenacres   FL     2,615     1,463     3,244     122         1,463     3,366     4,829     813   Mar-05
1266   Hialeah   FL         2,800     7,588     96         2,800     7,684     10,484     1,067   Aug-08
1403   Hialeah   FL         1,678     6,807     36         1,678     6,843     8,521     580   Sep-10
1409   Hialeah   FL         1,750     7,150     74         1,750     7,224     8,974     739   Jan-10
0763   Hollywood   FL     6,858     3,214     8,689     313         3,214     9,002     12,216     1,502   Nov-07
1424   Kendall   FL         2,375     5,543     70         2,375     5,613     7,988     368   Feb-11
1493   Lakeland   FL     3,926     593     4,701     150         593     4,851     5,444     223   May-12
1494   Lakeland   FL     5,640     871     6,905     208         871     7,113     7,984     310   May-12
8298   Land O Lakes   FL         798     4,490     (57 )       798     4,433     5,231     118   Dec-12
1314   Madeira Beach   FL     3,915     1,686     5,163     244         1,686     5,407     7,093     1,364   Aug-04
1068   Margate   FL     3,421     430     3,139     704         469     3,804     4,273     1,358   Aug-00
0207   Miami   FL     5,814     4,867     7,126     382         5,042     7,333     12,375     572   Nov-13
0208   Miami   FL     5,793     1,979     6,513     113         1,979     6,626     8,605     253   Jul-12
0254   Miami   FL     8,121     3,257     9,713     102         3,257     9,815     13,072     374   Jul-12
1066   Miami   FL     3,126     1,325     4,395     946         1,439     5,227     6,666     1,881   Aug-00
1067   Miami   FL     8,056     5,315     4,305     1,383         5,859     5,144     11,003     1,786   Aug-00
1385   Miami   FL     4,561     1,238     7,597     290         1,238     7,887     9,125     1,448   May-07
1466   Miami   FL         521     5,198     123         521     5,321     5,842     324   Oct-11
8133   Miami   FL         3,305     11,997             3,305     11,997     15,302     38   Nov-13
1429   Miami   FL     6,853     4,798     9,475     118         4,798     9,593     14,391     995   Nov-09
0149   Naples   FL     5,147     2,226     4,655     (4 )       1,990     4,887     6,877     332   Nov-13
8144   Naranja   FL         603     11,223             603     11,223     11,826     36   Nov-13
8297   North Fort Myers   FL         799     2,372     (3,171 ) (a)                   Dec-12
1064   North Lauderdale   FL     4,186     428     3,516     1,004         459     4,489     4,948     1,722   Aug-00
1060   North Miami   FL         1,256     6,535     567         1,256     7,102     8,358     1,903   Jun-04
1335   Ocoee   FL     3,113     872     3,642     209         872     3,851     4,723     977   Mar-05
1317   Orlando   FL     4,339     1,216     5,008     351         1,216     5,359     6,575     1,389   Aug-04
1333   Orlando   FL     4,106     2,233     9,223     371         2,233     9,594     11,827     2,337   Mar-05

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Table of Contents

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

 
   
   
   
   
   
   
   
  Gross carrying amount at December 31, 2013    
   
 
   
   
   
   
   
  Adjustments
and costs
subsequent
to acquisition
   
   
  Date
acquired or
development
completed
Property
  Property Name   State   Debt   Land
initial
cost
  Building and
improvements
initial cost
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation
1334   Orlando   FL     5,811     1,474     6,101     271         1,474     6,372     7,846     1,530   Mar-05
1336   Orlando   FL     4,062     1,166     4,816     1,248         1,166     6,064     7,230     1,374   Mar-05
8136   Orlando   FL         625     2,133     73         625     2,206     2,831     216   Jul-10
1560   Palm Springs   FL         2,108     8,028     1         2,108     8,029     10,137     26   Nov-13
1432   Plantation   FL         3,850         (1,504 )       2,346         2,346        
1318   Port Charlotte   FL         1,389     4,632     211         1,389     4,843     6,232     1,222   Aug-04
1319   Riverview   FL     2,398     654     2,953     262         654     3,215     3,869     840   Aug-04
0812   Sarasota   FL         4,666     9,016     208         4,666     9,224     13,890     265   Nov-12
8187   Seminole   FL     2,620     1,133     3,017     144         1,133     3,161     4,294     84   Dec-12
8137   St Petersburg   FL     2,531     805     3,345     32         805     3,377     4,182     91   Dec-12
0545   Tampa   FL     4,003     1,425     4,766     310         1,425     5,076     6,501     1,012   Mar-07
1366   Tampa   FL     3,679     883     3,533     146         883     3,679     4,562     725   Nov-06
1324   Valrico   FL     4,590     1,197     4,411     229         1,197     4,640     5,837     1,198   Aug-04
0692   Venice   FL     6,901     1,969     5,903     316         1,969     6,219     8,188     1,378   Jan-06
0976   West Palm Beach   FL     3,812     1,752     4,909     408         1,752     5,317     7,069     1,368   Jul-05
1065   West Palm Beach   FL     1,484     1,164     2,511     717         1,246     3,146     4,392     1,135   Aug-00
1069   West Palm Beach   FL     1,709     1,312     2,511     851         1,416     3,258     4,674     1,232   Aug-00
1186   West Palm Beach   FL     3,458     1,729     4,058     77         1,729     4,135     5,864     221   Dec-11
0515   West Palm Beach   FL     2,478     1,550     2,894     (11 )       1,595     2,838     4,433     236   Nov-13
0693   Alpharetta   GA     2,589     1,893     3,161     153         1,893     3,314     5,207     692   Aug-06
0815   Atlanta   GA         1,718     6,388     61         1,718     6,449     8,167     186   Nov-12
1304   Atlanta   GA     7,943     3,737     8,333     395         3,737     8,728     12,465     2,240   Aug-04
1320   Atlanta   GA         1,665     2,028     199         1,665     2,227     3,892     619   Aug-04
1338   Atlanta   GA     6,569     3,319     8,325     499         3,319     8,824     12,143     2,179   Feb-05
1544   Augusta   GA         710     2,299     3         710     2,302     3,012     7   Nov-13
0699   Dacula   GA     3,773     1,993     3,001     127         1,993     3,128     5,121     673   Jan-06
8163   Douglasville   GA         1,209     719     310         1,209     1,029     2,238     122   Jun-10
0753   Duluth   GA     3,522     1,454     4,151     129         1,454     4,280     5,734     754   Jun-07
8162   Kennesaw   GA         673     1,151     127         673     1,278     1,951     135   Jun-10
1552   Lawrenceville   GA         2,117     2,784     3         2,117     2,787     4,904     9   Nov-13
8134   Lithonia   GA         1,958     3,645     86         1,958     3,731     5,689     410   Nov-09
8161   Marietta   GA         887     2,617     213         887     2,830     3,717     285   Jun-10

112


Table of Contents

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

 
   
   
   
   
   
   
   
  Gross carrying amount at December 31, 2013    
   
 
   
   
   
   
   
  Adjustments
and costs
subsequent
to acquisition
   
   
  Date
acquired or
development
completed
Property
  Property Name   State   Debt   Land
initial
cost
  Building and
improvements
initial cost
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation
1321   Snellville   GA         2,691     4,026     280         2,691     4,306     6,997     1,120   Aug-04
0417   Stone Mountain   GA     2,629     925     3,505     305         925     3,810     4,735     912   Jul-05
1322   Stone Mountain   GA     2,870     1,817     4,382     293         1,817     4,675     6,492     1,189   Aug-04
0745   Sugar Hill   GA         1,368     2,540     190         1,368     2,730     4,098     511   Jun-07
0754   Sugar Hill   GA         1,371     2,547     184         1,371     2,731     4,102     512   Jun-07
1599   Tucker   GA         1,773     10,456     2         1,773     10,458     12,231     56   Oct-13
1313   Alpharetta   GL         1,973     1,587     248         1,973     1,835     3,808     494   Aug-04
1521   Honolulu   HI         4,674     18,350     12         4,674     18,362     23,036     295   May-13
1375   Kahului   HI         3,984     15,044     656         3,984     15,700     19,684     2,861   Jun-07
1376   Kapolei   HI     9,700         24,701     430             25,131     25,131     4,351   Jun-07
1567   Kapolei   HI             7,776                 7,776     7,776     8   Dec-13
1520   Wahiawa   HI         1,317     2,626     15         1,317     2,641     3,958     43   May-13
8129   Bedford Park   IL         922     3,289     8         922     3,297     4,219     11   Nov-13
0728   Chicago   IL     3,050     449     2,471     744         449     3,215     3,664     875   Jul-05
0729   Chicago   IL     2,764     472     2,582     720         472     3,302     3,774     932   Jul-05
0731   Chicago   IL     4,194     621     3,428     904         621     4,332     4,953     1,229   Jul-05
1226   Chicago   IL         1,925                 1,925         1,925        
1229   Chicago   IL     8,642     1,318     9,485     35         1,318     9,520     10,838     214   Feb-13
8130   Chicago   IL         1,363     5,850             1,363     5,850     7,213     19   Nov-13
8131   Chicago   IL         1,143     6,138     4         1,143     6,142     7,285     20   Nov-13
8259   Chicago   IL         2,881     6,324             2,881     6,324     9,205     20   Nov-13
1108   Crest Hill   IL     2,412     847     2,946     810         968     3,635     4,603     1,010   Jul-03
1171   Gurnee   IL         1,374     8,296     118         1,374     8,414     9,788     1,355   Oct-07
1178   Highland Park   IL     7,232     5,798     6,016     74         5,798     6,090     11,888     331   Dec-11
8132   Lincolnshire   IL         1,438     5,128             1,438     5,128     6,566     16   Nov-13
1173   Naperville   IL     4,934     1,860     5,793     79         1,860     5,872     7,732     315   Dec-11
1259   Naperville   IL         2,800     7,355     (731 )       1,950     7,474     9,424     982   Dec-08
1242   North Aurora   IL     2,485     600     5,833     121         600     5,954     6,554     875   May-08
0730   Skokie   IL     4,131     1,119     7,502     194         1,119     7,696     8,815     292   Jul-12
1104   South Holland   IL     2,543     839     2,879     336         865     3,189     4,054     972   Oct-02
1263   Tinley Park   IL         1,823     4,794     (191 )       1,548     4,878     6,426     668   Aug-08
1393   Carmel   IN         1,169     4,393     238         1,169     4,631     5,800     716   Oct-08

113


Table of Contents

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

 
   
   
   
   
   
   
   
  Gross carrying amount at December 31, 2013    
   
 
   
   
   
   
   
  Adjustments
and costs
subsequent
to acquisition
   
   
  Date
acquired or
development
completed
Property
  Property Name   State   Debt   Land
initial
cost
  Building and
improvements
initial cost
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation
1514   Connersville   IN         472     315     106         472     421     893     38   Jun-11
1394   Fort Wayne   IN         1,899     3,292     277         1,899     3,569     5,468     578   Oct-08
0652   Indianapolis   IN         588     3,457     284         588     3,741     4,329     725   Aug-07
0827   Indianapolis   IN     1,107     646     1,294     154         646     1,448     2,094     45   Nov-12
1395   Indianapolis   IN         426     2,903     308         426     3,211     3,637     538   Oct-08
1396   Indianapolis   IN         850     4,545     356         850     4,901     5,751     783   Oct-08
1397   Mishawaka   IN     2,648     630     3,349     247         630     3,596     4,226     578   Oct-08
1513   Richmond   IN         723     482     415         723     897     1,620     61   Jun-11
0586   Wichita   KS     2,105     366     1,897     371         366     2,268     2,634     582   Apr-06
1515   Covington   KY     2,033     839     2,543     104         839     2,647     3,486     190   Jun-11
0343   Louisville   KY     2,859     586     3,244     384         586     3,628     4,214     905   Jul-05
0648   Louisville   KY     4,664     1,217     4,611     185         1,217     4,796     6,013     1,143   Jul-05
0668   Louisville   KY     4,816     892     2,677     186         892     2,863     3,755     638   Dec-05
1315   Metairie   LA     3,848     2,056     4,216     173         2,056     4,389     6,445     1,110   Aug-04
1316   New Orleans   LA     5,441     4,058     4,325     626         4,058     4,951     9,009     1,331   Aug-04
1028   Ashland   MA         474     3,324     345         474     3,669     4,143     1,255   Jun-03
1010   Auburn   MA         918     3,728     262         918     3,990     4,908     1,421   May-04
1546   Billerica   MA         3,023     6,697             3,023     6,697     9,720     21   Nov-13
1025   Brockton   MA         647     2,762     165         647     2,927     3,574     967   May-04
1547   Brockton   MA         829     6,195             829     6,195     7,024     20   Nov-13
8074   Danvers   MA         3,115     5,736     65         3,115     5,801     8,916     167   Nov-12
1056   Dedham   MA         2,127     3,041     562         2,127     3,603     5,730     1,311   Mar-02
1205   Dedham   MA         2,443     7,328     1,356         2,443     8,684     11,127     2,384   Feb-04
1208   East Somerville   MA                 167             167     167     107   Feb-04
0675   Everett   MA         692     2,129     773         692     2,902     3,594     821   Jul-05
1001   Foxboro   MA         759     4,158     559         759     4,717     5,476     1,917   May-04
0734   Framingham   MA                 20             20     20     3   Jul-12

114


Table of Contents

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

 
   
   
   
   
   
   
   
  Gross carrying amount at December 31, 2013    
   
 
   
   
   
   
   
  Adjustments
and costs
subsequent
to acquisition
   
   
  Date
acquired or
development
completed
Property
  Property Name   State   Debt   Land
initial
cost
  Building and
improvements
initial cost
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation
1002   Hudson   MA     3,368     806     3,122     361         806     3,483     4,289     1,365   May-04
1098   Jamaica Plain   MA     9,685     3,285     11,275     580         3,285     11,855     15,140     1,835   Dec-07
1084   Kingston   MA         555     2,491     171         555     2,662     3,217     950   Oct-02
7002   Lynn   MA         1,703     3,237     375         1,703     3,612     5,315     1,248   Jun-01
1035   Marshfield   MA     4,667     1,039     4,155     243         1,026     4,411     5,437     1,156   Mar-04
1099   Milton   MA         2,838     3,979     6,606         2,838     10,585     13,423     2,167   Nov-02
1554   North Andover   MA         773     4,120             773     4,120     4,893     13   Nov-13
1011   North Oxford   MA         482     1,762     462         528     2,178     2,706     855   Oct-99
1022   Northborough   MA     4,599     280     2,715     512         280     3,227     3,507     1,237   Feb-01
1019   Norwood   MA     6,729     2,160     2,336     1,704         2,221     3,979     6,200     1,304   Aug-99
0519   Plainville   MA     5,064     2,223     4,430     403         2,223     4,833     7,056     1,420   Jul-05
1204   Quincy   MA         1,359     4,078     250         1,359     4,328     5,687     1,212   Feb-04
1023   Raynham   MA         588     2,270     737         670     2,925     3,595     1,019   May-00
1135   Revere   MA     5,099     2,275     6,935     76         2,275     7,011     9,286     381   Dec-11
1094   Saugus   MA         1,725     5,514     645         1,725     6,159     7,884     1,925   Jun-03
1107   Somerville   MA     12,180     1,728     6,570     648         1,731     7,215     8,946     2,311   Jun-01
0746   Stoneham   MA     6,005     944     5,241     170         944     5,411     6,355     1,259   Jul-05
1047   Stoughton   MA         1,754     2,769     283         1,754     3,052     4,806     1,126   May-04
0261   Tyngsboro   MA     3,523     1,843     5,004     30         1,843     5,034     6,877     193   Jul-12
1206   Waltham   MA     5,256     3,770     11,310     1,108         3,770     12,418     16,188     3,255   Feb-04
7001   Weymouth   MA         2,806     3,129     218         2,806     3,347     6,153     1,234   Sep-00
1207   Woburn   MA                 290             290     290     138   Feb-04
1003   Worcester   MA     4,568     896     4,377     3,159         896     7,536     8,432     2,251   May-04
1219   Worcester   MA     4,179     1,350     4,433     129         1,350     4,562     5,912     870   Dec-06
0152   Annapolis   MD     6,134     1,375     8,896     310         1,375     9,206     10,581     1,642   Aug-07
1381   Annapolis   MD     6,575     5,248     7,247     192         5,248     7,439     12,687     1,348   Apr-07
0919   Arnold   MD     9,054     2,558     9,446     417         2,558     9,863     12,421     2,272   Jul-05
0750   Baltimore   MD     4,644     1,185     5,051     130         1,185     5,181     6,366     216   May-12
1218   Baltimore   MD     3,936     1,266     10,789     65         1,266     10,854     12,120     244   Feb-13

115


Table of Contents

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

 
   
   
   
   
   
   
   
  Gross carrying amount at December 31, 2013    
   
 
   
   
   
   
   
  Adjustments
and costs
subsequent
to acquisition
   
   
  Date
acquired or
development
completed
Property
  Property Name   State   Debt   Land
initial
cost
  Building and
improvements
initial cost
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation
1233   Baltimore   MD     4,487     800     5,955     110         800     6,065     6,865     822   Nov-08
1439   Baltimore   MD         1,900     5,277     131         1,900     5,408     7,308     501   Jun-10
0552   Bethesda   MD     12,200     3,671     18,331     427         3,671     18,758     22,429     4,779   Jul-05
1453   Capitol Heights   MD     8,447     1,461     9,866     201         1,461     10,067     11,528     865   Oct-10
0757   Cockeysville   MD     3,959     465     5,600     200         465     5,800     6,265     278   Mar-12
0950   Columbia   MD     8,006     1,736     9,632     265         1,736     9,897     11,633     2,266   Jul-05
1262   Edgewood   MD         1,000         (575 )       425         425        
0980   Ft. Washington   MD     9,232     4,920     9,174     208         4,920     9,382     14,302     1,742   Jan-07
0258   Gambrills   MD     4,926     1,905     7,104     25         1,905     7,129     9,034     268   Jul-12
8248   Glen Burnie   MD     4,585     1,303     4,218     286         1,303     4,504     5,807     320   Jul-11
1500   Hanover   MD     7,240     2,160     11,340     68         2,160     11,408     13,568     159   Jun-13
1195   Lanham   MD     12,477     3,346     10,079     583         2,618     11,390     14,008     3,098   Feb-04
1292   Laurel Heights   MD     6,104     3,000     5,930     87         3,000     6,017     9,017     978   Dec-07
0512   Lexington Park   MD         4,314     8,412     81         4,314     8,493     12,807     227   Dec-12
0918   Pasadena   MD     3,810     1,869     3,056     701         1,869     3,757     5,626     701   Sep-08
1287   Pasadena   MD         3,500     7,407     128         3,500     7,535     11,035     501   Mar-11
8211   Randallstown   MD     4,645     764     6,331     207         764     6,538     7,302     420   Aug-11
0380   Rockville   MD     12,348     4,596     11,328     308         4,596     11,636     16,232     2,249   Sep-06
0507   Towson   MD     3,908     861     4,742     211         861     4,953     5,814     1,187   Jul-05
0588   Towson   MD     6,231     1,094     9,598     45         1,094     9,643     10,737     363   Jul-12
0553   Belleville   MI     4,030     954     4,984     56         954     5,040     5,994     189   Jul-12
0309   Grandville   MI     1,620     726     1,298     396         726     1,694     2,420     503   Jul-05
0556   Mount Clemens   MI     2,002     798     1,796     439         798     2,235     3,033     569   Jul-05
0664   Florissant   MO     3,509     1,241     4,648     326         1,241     4,974     6,215     981   Aug-07
0985   Grandview   MO     1,048     612     1,770     387         612     2,157     2,769     635   Jul-05
0656   St. Louis   MO         1,444     4,162     339         1,444     4,501     5,945     874   Aug-07
0663   St. Louis   MO     2,720     676     3,551     304         676     3,855     4,531     765   Aug-07
1061   St. Louis   MO     2,677     631     2,159     616         690     2,716     3,406     1,010   Jun-00
1062   St. Louis   MO     2,647     156     1,313     617         173     1,913     2,086     765   Jun-00
8277   Cary   NC         3,614     1,788     1         3,614     1,789     5,403     10   Oct-13
8027   Merrimack   NH     3,887     754     3,299     599         817     3,835     4,652     1,168   Apr-99

116


Table of Contents

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

 
   
   
   
   
   
   
   
  Gross carrying amount at December 31, 2013    
   
 
   
   
   
   
   
  Adjustments
and costs
subsequent
to acquisition
   
   
  Date
acquired or
development
completed
Property
  Property Name   State   Debt   Land
initial
cost
  Building and
improvements
initial cost
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation
0738   Nashua   NH             755     101             856     856     286   Jul-05
1329   Avenel   NJ     7,739     1,518     8,037     331         1,518     8,368     9,886     2,043   Jan-05
1330   Bayville   NJ     3,842     1,193     5,312     340         1,193     5,652     6,845     1,424   Dec-04
1408   Bellmawr   NJ         3,600     4,765     265         3,675     4,955     8,630     617   Sep-08
8342   Berkeley Heights   NJ         1,598     7,553     73         1,598     7,626     9,224     291   Jul-12
0818   Cherry Hill   NJ         2,323     1,549     106         2,323     1,655     3,978     52   Nov-12
1519   Cranbury   NJ         3,543     5,095     181         3,543     5,276     8,819     152   Nov-12
1115   Edison   NJ         2,519     8,547     717         2,519     9,264     11,783     2,973   Dec-01
1116   Egg Harbor Twp.    NJ     4,197     1,724     5,001     714         1,724     5,715     7,439     1,954   Dec-01
1258   Ewing   NJ         1,552     4,720     (83 )       1,563     4,626     6,189     864   Mar-07
8343   Fairfield   NJ             9,402     78             9,480     9,480     359   Jul-12
1516   Fort Lee   NJ         4,402     9,831     208         4,402     10,039     14,441     286   Nov-12
1038   Glen Rock   NJ         1,109     2,401     551         1,222     2,839     4,061     880   Mar-01
0330   Hackensack   NJ         2,283     11,234     839         2,283     12,073     14,356     2,947   Jul-05
8346   Hackettstown   NJ         2,144     6,660     39         2,144     6,699     8,843     238   Aug-12
0332   Harrison   NJ     3,654     300     6,003     168         300     6,171     6,471     233   Jul-12
1117   Hazlet   NJ     7,813     1,362     10,262     598         1,362     10,860     12,222     3,470   Dec-01
1039   Hoboken   NJ     7,981     2,687     6,092     254         2,687     6,346     9,033     1,940   Jul-02
1118   Howell   NJ     3,361     2,440     3,407     423         2,440     3,830     6,270     1,308   Dec-01
1120   Iselin   NJ     4,832     505     4,524     532         505     5,056     5,561     1,728   Dec-01
0821   Lawnside   NJ         1,249     5,613     110         1,249     5,723     6,972     169   Nov-12
1196   Lawrenceville   NJ     5,575     3,402     10,230     494         3,402     10,724     14,126     2,866   Feb-04
0739   Linden   NJ     3,786     1,517     8,384     248         1,517     8,632     10,149     1,957   Jul-05
1328   Lumberton   NJ     4,198     831     4,060     222         831     4,282     5,113     1,136   Dec-04
1040   Lyndhurst   NJ         2,679     4,644     1,014         2,929     5,408     8,337     1,650   Mar-01
8347   Mahwah   NJ         1,890     13,112     200         1,890     13,312     15,202     475   Aug-12
8093   Maple Shade   NJ     4,276     1,093     5,492     85         1,093     5,577     6,670     306   Dec-11
0784   Merchantville   NJ     3,757     1,644     3,115     200         1,644     3,315     4,959     254   Jun-11
1054   Metuchen   NJ     5,830     1,153     4,462     276         1,153     4,738     5,891     1,515   Dec-01
1428   Monmouth Junction   NJ     3,052     1,700     5,835     122         1,700     5,957     7,657     609   Dec-09
8348   Montville   NJ     8,209     1,511     11,749     44         1,511     11,793     13,304     418   Aug-12
1197   Morrisville   NJ         2,487     7,494     1,214         2,487     8,708     11,195     2,352   Feb-04

117


Table of Contents

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

 
   
   
   
   
   
   
   
  Gross carrying amount at December 31, 2013    
   
 
   
   
   
   
   
  Adjustments
and costs
subsequent
to acquisition
   
   
  Date
acquired or
development
completed
Property
  Property Name   State   Debt   Land
initial
cost
  Building and
improvements
initial cost
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation
0381   Mt Laurel   NJ     3,099     329     5,217     72         329     5,289     5,618     206   Jul-12
1360   Neptune   NJ     7,445     4,204     8,906     316         4,204     9,222     13,426     1,763   Nov-06
8344   Newark   NJ         806     8,340     91         806     8,431     9,237     320   Jul-12
0677   North Bergen   NJ         861     17,127     133         861     17,260     18,121     983   Oct-11
0809   North Bergen   NJ     10,318     2,299     12,728     432         2,299     13,160     15,459     2,997   Jul-05
1089   North Bergen   NJ     9,411     2,100     6,606     355         2,100     6,961     9,061     2,032   Jul-03
8345   North Brunswick   NJ         2,789     4,404     95         2,789     4,499     7,288     177   Jul-12
1119   Old Bridge   NJ     5,685     2,758     6,450     990         2,758     7,440     10,198     2,455   Dec-01
0810   Parlin   NJ         2,517     4,516     480         2,517     4,996     7,513     1,390   Jul-05
1032   Parlin   NJ             5,273     398             5,671     5,671     2,105   May-04
8341   Parsippany   NJ         2,353     7,798     103         2,353     7,901     10,254     306   Jul-12
0655   Toms River   NJ     4,992     1,790     9,935     341         1,790     10,276     12,066     2,480   Jul-05
1331   Union   NJ     6,605     1,754     6,237     372         1,754     6,609     8,363     1,682   Dec-04
1517   Union   NJ         1,133     7,239     74         1,133     7,313     8,446     211   Nov-12
1518   Watchung   NJ         1,843     4,499     113         1,843     4,612     6,455     133   Nov-12
0547   Albuquerque   NM     4,775     1,298     4,628     625         1,298     5,253     6,551     999   Aug-07
0817   Albuquerque   NM     1,949     755     1,797     27         755     1,824     2,579     54   Nov-12
0485   Santa Fe   NM     5,905     3,066     7,366     302         3,066     7,668     10,734     292   Jul-12
0830   Henderson   NV         2,934     8,897     80         2,934     8,977     11,911     260   Nov-12
0816   Las Vegas   NV         400     4,936     49         400     4,985     5,385     147   Nov-12
0820   Las Vegas   NV     4,512     773     6,006     67         773     6,073     6,846     179   Nov-12
1058   Las Vegas   NV     1,194     251     717     517         278     1,207     1,485     520   Feb-00
1465   Las Vegas   NV     2,462     1,441     1,810     105         1,441     1,915     3,356     141   Jun-11
0850   Las Vegas   NV     3,717     628     4,005     (453 )       279     3,901     4,180     429   Nov-13
0409   Amsterdam   NY         715     241     (956 ) (a)                   Jul-12
1391   Bohemia   NY     1,470     1,456     1,398     351         1,456     1,749     3,205     330   Dec-07
1042   Bronx   NY     18,369     3,450     21,210     347         3,450     21,557     25,007     1,142   Dec-11
1213   Bronx   NY     9,548     3,995     11,870     781         3,995     12,651     16,646     3,234   Aug-04
0727   Brooklyn   NY         16,188     23,309     297         16,257     23,537     39,794     892   Jul-12
1399   Brooklyn   NY     20,074     12,993     10,405     306         12,993     10,711     23,704     1,492   Oct-08
1450   Brooklyn   NY     8,160     2,802     6,536     204         2,802     6,740     9,542     660   May-10
1398   Centereach   NY     4,191     2,226     1,657     192         2,226     1,849     4,075     286   Oct-08

118


Table of Contents

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

 
   
   
   
   
   
   
   
  Gross carrying amount at December 31, 2013    
   
 
   
   
   
   
   
  Adjustments
and costs
subsequent
to acquisition
   
   
  Date
acquired or
development
completed
Property
  Property Name   State   Debt   Land
initial
cost
  Building and
improvements
initial cost
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation
8349   Central Valley   NY         2,800     12,173     380         2,800     12,553     15,353     446   Aug-12
1451   Freeport   NY     5,253     5,676     3,784     745         5,676     4,529     10,205     421   Nov-10
0674   Hauppauge   NY     5,676     1,238     7,095     336         1,238     7,431     8,669     284   Jul-12
0630   Hicksville   NY     8,939     2,581     10,677     29         2,581     10,706     13,287     402   Jul-12
0405   Kingston   NY     4,959     837     6,199     15         837     6,214     7,051     234   Jul-12
0502   Mount Vernon   NY         1,585     6,025     2,389         1,585     8,414     9,999     1,898   Jul-05
1087   Mount Vernon   NY     8,401     1,926     7,622     783         1,926     8,405     10,331     2,474   Nov-02
1055   Nanuet   NY     3,688     2,072     4,644     1,724         2,739     5,701     8,440     1,767   Feb-02
0406   New Paltz   NY     4,564     2,059     3,715     410         2,059     4,125     6,184     1,096   Jul-05
0539   New York   NY     19,326     3,060     16,978     696         3,060     17,674     20,734     4,095   Jul-05
1050   Plainview   NY     7,692     4,287     3,710     661         4,287     4,371     8,658     1,599   Dec-00
8350   Poughkeepsie   NY         1,038     7,862     71         1,038     7,933     8,971     303   Jul-12
0470   Ridge   NY     6,264     1,762     6,934     16         1,762     6,950     8,712     261   Jul-12
1501   Cincinnati   OH         2,941     2,177     195         2,941     2,372     5,313     195   Jun-11
1502   Cincinnati   OH     4,638     1,815     5,733     219         1,815     5,952     7,767     435   Jun-11
1503   Cincinnati   OH         1,445     3,755     185         1,445     3,940     5,385     292   Jun-11
1504   Cincinnati   OH         1,217     1,941     109         1,217     2,050     3,267     151   Jun-11
0438   Columbus   OH     2,764     483     2,654     568         483     3,222     3,705     940   Jul-05
0522   Columbus   OH     1,430     657     2,025     13         727     1,968     2,695     163   Nov-13
0525   Columbus   OH     3,622     924     5,113     247         1,227     5,057     6,284     495   Nov-13
1548   Fairfield   OH         904     3,856     7         904     3,863     4,767     12   Nov-13
1511   Greenville   OH         189     302     72         189     374     563     32   Jun-11
1505   Hamilton   OH         673     2,910     96         673     3,006     3,679     211   Jun-11
0829   Hilliard   OH     2,110     1,613     2,369     208         1,613     2,577     4,190     82   Nov-12
0365   Kent   OH     1,430     220     1,206     222         220     1,428     1,648     424   Jul-05
1506   Lebanon   OH         1,657     1,566     301         1,657     1,867     3,524     137   Jun-11
0368   Mentor   OH     1,343     409     1,609     97         409     1,706     2,115     71   Jul-12
0826   Mentor   OH     1,280     658     1,267     174         658     1,441     2,099     44   Nov-12
1507   Middletown   OH     1,310     534     1,047     93         534     1,140     1,674     88   Jun-11
1509   Sidney   OH         201     262     63         201     325     526     33   Jun-11
1510   Troy   OH         273     544     115         273     659     932     57   Jun-11
1512   Washington Court House   OH         197     499     61         197     560     757     47   Jun-11
0367   Willoughby   OH     1,108     155     1,811     34         155     1,845     2,000     69   Jul-12

119


Table of Contents

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

 
   
   
   
   
   
   
   
  Gross carrying amount at December 31, 2013    
   
 
   
   
   
   
   
  Adjustments
and costs
subsequent
to acquisition
   
   
  Date
acquired or
development
completed
Property
  Property Name   State   Debt   Land
initial
cost
  Building and
improvements
initial cost
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation
1508   Xenia   OH     1,655     302     1,022     60         302     1,082     1,384     84   Jun-11
0288   Aloha   OR     6,207     1,221     6,262     265         1,221     6,527     7,748     1,561   Jul-05
0286   Beaverton   OR     4,730     2,014     5,786     46         2,014     5,832     7,846     223   Jul-12
1294   King City   OR     3,081     2,520     6,845     45         2,520     6,890     9,410     720   Sep-09
1332   Bensalem   PA     3,329     1,131     4,525     288         1,131     4,813     5,944     1,237   Dec-04
1354   Bensalem   PA         750     3,015     180         750     3,195     3,945     708   Mar-06
1036   Doylestown   PA         220     3,442     1,055         521     4,196     4,717     1,325   Nov-99
1046   Kennedy Township   PA     2,591     736     3,173     188         736     3,361     4,097     1,234   May-04
1198   Philadelphia   PA     5,646     1,965     5,925     1,083         1,965     7,008     8,973     1,928   Feb-04
0542   Philadelphia   PA     8,578     3,000     7,909     59         596     10,372     10,968     543   Nov-13
1045   Pittsburgh   PA     3,822     889     4,117     559         889     4,676     5,565     1,675   May-04
1063   Pittsburgh   PA     2,591     991     1,990     885         1,082     2,784     3,866     954   Aug-00
1048   Willow Grove   PA     5,182     1,297     4,027     212         1,297     4,239     5,536     361   Jan-11
0741   Johnston   RI     6,767     2,658     4,799     462         2,658     5,261     7,919     1,339   Jul-05
1150   Johnston   RI     1,932     533     2,127     47         533     2,174     2,707     118   Dec-11
1303   Charleston   SC     3,521     1,279     4,171     213         1,279     4,384     5,663     1,109   Aug-04
1305   Columbia   SC     2,821     838     3,312     251         838     3,563     4,401     944   Aug-04
8174   Columbia   SC     3,310     1,784     2,745     59         1,784     2,804     4,588     105   Jul-12
1311   Goose Creek   SC         1,683     4,372     1,020         1,683     5,392     7,075     1,274   Aug-04
1323   Summerville   SC         450     4,454     179         450     4,633     5,083     1,178   Aug-04
0578   Bartlett   TN     2,512     632     3,798     35         632     3,833     4,465     144   Jul-12
0487   Cordova   TN     6,576     2,627     9,786     432         8,187     4,658     12,845     788   Nov-13
0506   Cordova   TN     2,573     852     2,720     258         852     2,978     3,830     786   Jul-05
0704   Cordova   TN         894     2,680     151         894     2,831     3,725     555   Jan-07
8122   Cordova   TN     2,057     652     1,791     72         652     1,863     2,515     142   Apr-11
0823   Franklin   TN         3,357     8,984     143         3,357     9,127     12,484     267   Nov-12
0198   Memphis   TN     2,002     1,255     2,909     77         1,313     2,928     4,241     255   Nov-13
0252   Memphis   TN     2,955     1,154     4,217     119         803     4,687     5,490     313   Nov-13
0374   Memphis   TN     1,041     110     1,280     19         110     1,299     1,409     49   Jul-12
0680   Memphis   TN     1,713     274     2,623     21         274     2,644     2,918     101   Jul-12
0811   Memphis   TN     3,538     1,040     3,867     113         1,040     3,980     5,020     116   Nov-12
0813   Memphis   TN     2,629     1,617     2,875     87         1,617     2,962     4,579     85   Nov-12
0574   Nashville   TN     2,892     390     2,598     690         390     3,288     3,678     941   Apr-06
1363   Allen   TX     4,605     901     5,553     214         901     5,767     6,668     1,127   Nov-06
1301   Arlington   TX     2,206     534     2,525     403         534     2,928     3,462     844   Aug-04
0472   Austin   TX     2,287     2,790     4,991     134         3,411     4,504     7,915     360   Nov-13
1302   Austin   TX     5,169     870     4,455     327         870     4,782     5,652     1,259   Aug-04

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

 
   
   
   
   
   
   
   
  Gross carrying amount at December 31, 2013    
   
 
   
   
   
   
   
  Adjustments
and costs
subsequent
to acquisition
   
   
  Date
acquired or
development
completed
Property
  Property Name   State   Debt   Land
initial
cost
  Building and
improvements
initial cost
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation
0476   Dallas   TX     4,194     5,061     8,224     223         7,143     6,365     13,508     644   Nov-13
0514   Dallas   TX     11,432     1,980     12,501     344         1,980     12,845     14,825     2,642   May-06
0561   Dallas   TX     2,032     337     2,216     483         337     2,699     3,036     729   Apr-06
0629   Dallas   TX     5,306     921     7,656     64         921     7,720     8,641     289   Jul-12
1307   Dallas   TX     10,770     4,432     6,181     1,115         4,432     7,296     11,728     1,768   Aug-04
1497   Dallas   TX     3,926     2,542     3,274     196         2,542     3,470     6,012     131   Aug-12
0795   Euless   TX     2,915     671     3,213     624         671     3,837     4,508     331   Apr-11
8081   Euless   TX         1,374     5,636     61         1,374     5,697     7,071     92   May-13
1309   Fort Worth   TX     4,775     631     5,794     272         631     6,066     6,697     1,551   Aug-04
1551   Fort Worth   TX         3,158     2,512     5         3,158     2,517     5,675     8   Nov-13
1559   Fort Worth   TX         2,033     2,495             2,033     2,495     4,528     3   Dec-13
1549   Garland   TX         1,424     2,209             1,424     2,209     3,633     7   Nov-13
1312   Grand Prairie   TX     2,391     551     2,330     310         551     2,640     3,191     697   Aug-04
1496   Grand Prairie   TX         2,327     1,551     161         2,327     1,712     4,039     65   Aug-12
0466   Houston   TX     3,241     1,828     4,196     181         2,017     4,188     6,205     394   Nov-13
0584   Houston   TX     8,874     2,596     8,735     397         2,596     9,132     11,728     1,874   Apr-06
1457   Houston   TX         402     1,870     181         402     2,051     2,453     182   Dec-10
1490   Houston   TX     6,001     1,036     8,133     84         1,036     8,217     9,253     405   Feb-12
1550   Killeen   TX         1,207     1,688             1,207     1,688     2,895     5   Nov-13
1456   La Porte   TX         1,608     2,351     273         1,608     2,624     4,232     254   Dec-10
0473   Plano   TX     3,145     2,259     4,780     70         2,752     4,357     7,109     417   Nov-13
1364   Plano   TX     5,271     1,010     6,203     335         1,010     6,538     7,548     1,257   Nov-06
1365   Plano   TX     4,580     614     3,775     258         614     4,033     4,647     810   Nov-06
1357   Rowlett   TX     2,185     1,002     2,601     342         1,002     2,943     3,945     639   Aug-06
1306   San Antonio   TX     2,569     1,269     1,816     603         1,269     2,419     3,688     727   Aug-04
1326   San Antonio   TX     2,511     253     1,496     159         253     1,655     1,908     458   Aug-04
1387   San Antonio   TX         2,471     3,556     (194 )       2,471     3,362     5,833     597   Dec-07
0521   South Houston   TX     3,331     478     4,069     772         478     4,841     5,319     1,105   Apr-06
0306   Spring   TX     3,310     506     5,096     117         506     5,213     5,719     203   Jul-12
8246   Spring   TX     1,943     978     1,347     158         978     1,505     2,483     99   Aug-11
1006   Kearns   UT         642     2,607     346         642     2,953     3,595     810   Jun-04
1454   Murray   UT         571     986     2,081         571     3,067     3,638     182   Nov-10
0792   Orem   UT     2,099     841     2,335     172         841     2,507     3,348     183   Apr-11
8002   Salt Lake City   UT     3,052     986     3,455     162         986     3,617     4,603     314   Oct-10
0132   Sandy   UT     5,583     1,349     4,372     450         1,349     4,822     6,171     1,158   Jul-05
8149   Sandy   UT         2,063     5,202     7         2,063     5,209     7,272     173   Sep-12
1455   West Jordan   UT     2,123     735     2,146     347         735     2,493     3,228     218   Nov-10
0230   West Valley City   UT     2,845     461     1,722     163         461     1,885     2,346     482   Jul-05

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

 
   
   
   
   
   
   
   
  Gross carrying amount at December 31, 2013    
   
 
   
   
   
   
   
  Adjustments
and costs
subsequent
to acquisition
   
   
  Date
acquired or
development
completed
Property
  Property Name   State   Debt   Land
initial
cost
  Building and
improvements
initial cost
  Notes   Land   Building and
improvements
  Total   Accumulated
depreciation
0467   Alexandria   VA     13,563     5,029     18,943     44         5,029     18,987     24,016     713   Jul-12
1380   Alexandria   VA     5,698     1,620     13,103     567         1,623     13,667     15,290     2,650   Jun-07
1452   Arlington   VA             4,802     144             4,946     4,946     1,339   Oct-10
0707   Burke   VA     4,861     4,520     13,916     445         11,534     7,347     18,881     890   Nov-13
0717   Dumfries   VA     5,264     932     9,349     157         932     9,506     10,438     667   May-11
0678   Falls Church   VA     5,909     1,259     6,975     397         1,259     7,372     8,631     1,747   Jul-05
0828   Falls Church   VA         5,703     13,307     112         5,703     13,419     19,122     388   Nov-12
0327   Fredericksburg   VA     4,339     2,128     5,398     47         2,128     5,445     7,573     204   Jul-12
0824   Fredericksburg   VA         1,438     2,459     115         1,438     2,574     4,012     75   Nov-12
1325   Richmond   VA     4,582     2,305     5,467     315         2,305     5,782     8,087     1,409   Aug-04
0764   Stafford   VA     4,437     2,076     5,175     77         2,076     5,252     7,328     688   Jan-09
1498   Stafford   VA     4,445     1,172     5,562     110         1,172     5,672     6,844     192   Sep-12
1341   Lakewood   WA     4,474     1,917     5,256     199         1,917     5,455     7,372     1,159   Feb-06
1342   Lakewood   WA     4,471     1,389     4,780     290         1,389     5,070     6,459     1,083   Feb-06
0643   Seattle   WA     7,379     2,727     7,241     224         2,727     7,465     10,192     1,737   Jul-05
1343   Tacoma   WA     3,502     1,031     3,103     143         1,031     3,246     4,277     721   Feb-06
0285   Vancouver   WA     3,132     709     4,280     55         709     4,335     5,044     164   Jul-12

 

 

Other corporate assets

 

 

 

 

(3,936

)

 

849

 

 

2,202

 

 

64,023

 

 

 

 


 

 

67,074

 

 

67,074

 

 

8,728

 

Various
    Construction in progress                     6,651             6,651     6,651        
    Intangible tenant relationships and lease rights                 60,011     14,498             74,509     74,509     60,330   Various
                                                 
            $ 1,588,596   $ 1,000,356   $ 2,894,399   $ 238,543       $ 1,019,921   $ 3,113,377   $ 4,133,298   $ 496,754    
                                                 
                                                 

(a)    Adjustments relate to sale of property

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        Activity in real estate facilities during the years ended December 31, 2013, 2012 and 2011 is as follows:

 
  2013   2012   2011  

Operating facilities

                   

Balance at beginning of year

  $ 3,379,512   $ 2,573,731   $ 2,198,361  

Acquisitions

    711,710     761,977     301,531  

Improvements

    37,949     34,964     39,352  

Transfers from construction in progress

    3,643     8,957     34,777  

Dispositions and other

    (6,166 )   (117 )   (290 )
               

Balance at end of year

  $ 4,126,648   $ 3,379,512   $ 2,573,731  
               

Accumulated depreciation:

                   

Balance at beginning of year

  $ 391,928   $ 319,302   $ 263,042  

Depreciation expense

    104,963     72,626     56,702  

Dispositions and other

    (137 )       (442 )
               

Balance at end of year

  $ 496,754   $ 391,928   $ 319,302  
               

Real estate under development/redevelopment:

                   

Balance at beginning of year

  $ 4,138   $ 9,366   $ 37,083  

Current development

    6,466     3,759     7,060  

Transfers to operating facilities

    (3,954 )   (8,987 )   (34,777 )

Dispositions and other

             
               

Balance at end of year

  $ 6,650   $ 4,138   $ 9,366  
               

Net real estate assets

  $ 3,636,544   $ 2,991,722   $ 2,263,795  
               
               

        The aggregate cost of real estate for U.S. federal income tax purposes is $3,679,606.

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, 2013.

        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, 2013, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) (the COSO criteria). Extra Space Storage Inc.'s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company's internal control over financial reporting based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

        A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

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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, 2013, 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, 2013, and 2012 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, 2013 of Extra Space Storage Inc. and our report dated March 3, 2014 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP
Salt Lake City, Utah
March 3, 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, 2013.

        We have adopted a Code of Business Conduct and Ethics in compliance with rules of the SEC that applies to all of our personnel, including our board of directors, Chief Executive Officer, Chief Financial Officer and principal accounting officer. The Code of Business Conduct and Ethics is available free of charge on the "Investor Relations—Corporate Governance" section of our web site at www.extraspace.com. We intend to satisfy any disclosure requirements under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of this Code of Business Conduct and Ethics by posting such information on our web site at the address and location specified above.

        The board of directors has adopted Corporate Governance Guidelines and charters for our Audit Committee and Compensation, Nominating and Governance Committee, each of which is posted on our website at the address and location specified above. Investors may obtain a free copy of the Code

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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, 2013.

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, 2013.

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, 2013.

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, 2013.

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PART IV

Item 15.    Exhibits and Financial Statement Schedules

(a)
Documents filed as part of this report:

            (1)   and (2). All Financial Statements and Financial Statement Schedules filed as part of this Annual Report on 10-K are included in Item 8—"Financial Statements and Supplementary Data" of this Annual Report on 10-K and reference is made thereto.

            (3)   The following documents are filed or incorporated by references as exhibits to this report:

Exhibit Number   Description
  2.1   Purchase and Sale Agreement, dated May 5, 2005 by and among Security Capital Self Storage Incorporated, as seller and Extra Space Storage LLC, PRISA Self Storage LLC, PRISA II Self Storage LLC, PRISA III Self Storage LLC, VRS Self Storage LLC, WCOT Self Storage LLC and Extra Space Storage LP, as purchaser parties and The Prudential Insurance Company of America (incorporated by reference to Exhibit 2.1 of Form 8-K filed on May 11, 2005).

 

3.1

 

Amended and Restated Articles of Incorporation of Extra Space Storage Inc.(1)

 

3.2

 

Articles of Amendment of Extra Space Storage Inc., dated September 28, 2007 (incorporated by reference to Exhibit 3.1 of Form 8-K filed on October 3, 2007).

 

3.3

 

Articles of Amendment of Extra Space Storage Inc., dated August 29, 2013 (incorporated by reference to Exhibit 3.1 of Form 8-K filed on August 29, 2013).

 

3.4

 

Amended and Restated Bylaws of Extra Space Storage Inc.(incorporated by reference to Exhibit 3.1 of Form 8-K filed on May 26, 2009)

 

3.5

 

Fourth Amended and Restated Agreement of Limited Partnership of Extra Space Storage LP (incorporated by reference to Exhibit 10.1 of Form 8-K filed on December 6, 2013).

 

3.6

 

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 to Exhibit 4.1 of Form 8-K filed on August 2, 2005).

 

4.2

 

Amended and Restated Trust Agreement, dated as of July 27, 2005, among Extra Space Storage LP, as depositor and JPMorgan Chase Bank, National Association, as property trustee, Chase Bank USA, National Association, as Delaware trustee, the Administrative Trustees named therein and the holders of undivided beneficial interest in the assets of ESS Statutory Trust III (incorporated by reference to Exhibit 4.2 of Form 8-K filed on August 2, 2005).

 

4.3

 

Junior Subordinated Note (incorporated by reference to Exhibit 4.3 of Form 10-K filed on February 26, 2010)

 

4.4

 

Trust Preferred Security Certificates (incorporated by reference 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
  4.6   Indenture, dated June 21, 2013, among Extra Space Storage LP, Extra Space Storage Inc. and Wells Fargo Bank, National Association, as trustee, including the form of 2.375% Exchangeable Senior Notes due 2033 and form of guarantee (incorporated by reference to Exhibit 4.1 of Form 8-K filed on June 21, 2013).

 

10.1

 

Registration Rights Agreement, by and among Extra Space Storage Inc. and the parties listed on Schedule I thereto.(1)

 

10.2

 

License between Centershift Inc. and Extra Space Storage LP.(1)

 

10.3

 

2004 Long-Term Compensation Incentive Plan as amended and restated effective March 25, 2008 (incorporated by reference to the Definitive Proxy Statement on Schedule 14A filed on April 14, 2008)

 

10.4

 

Extra Space Storage Performance Bonus Plan.(1)

 

10.5

 

Form of 2004 Long Term Incentive Compensation Plan Option Award Agreement for Employees with employment agreements. (incorporated by reference to Exhibit 10.11 of Form 10-K filed on February 26, 2010)

 

10.6

 

Form of 2004 Long Term Incentive Compensation Plan Option Award Agreement for employees without employment agreements. (incorporated by reference to Exhibit 10.12 of Form 10-K filed on February 26, 2010)

 

10.7

 

Form of 2004 Non-Employee Directors Share Plan Option Award Agreement for Directors. (incorporated by reference to Exhibit 10.13 of Form 10-K filed on February 26, 2010)

 

10.8

 

Joint Venture Agreement, dated June 1, 2004, by and between Extra Space Storage LLC and Prudential Financial, Inc.(1)

 

10.9

 

Extra Space Storage Non-Employee Directors' Share Plan (incorporated by reference to Exhibit 10.22 of Form 10-K/A filed on March 22, 2007).

 

10.10

 

Registration Rights Agreement, dated June 20, 2005, among Extra Space Storage Inc. and the investors named therein (incorporated by reference to Exhibit 10.1 of Form 8-K filed on June 24, 2005).

 

10.11

 

Purchase Agreement, dated as of July 27, 2005, among Extra Space Storage LP, ESS Statutory Trust III and the Purchaser named therein (incorporated by reference to Exhibit 10.1 of Form 8-K filed on August 2, 2005).

 

10.12

 

Registration Rights Agreement, dated March 27, 2007, among Extra Space Storage LP, Extra Space Storage Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated by reference to Exhibit 10.1 of Form 8-K filed on March 28, 2007).

 

10.13

 

Contribution Agreement, dated June 15, 2007, among Extra Space Storage LP and various limited partnerships affiliated with AAAAA Rent-A-Space. (incorporated by reference to Exhibit 10.23 of Form 10-K filed on February 26, 2010)

 

10.14

 

Promissory Note, dated June 25, 2007, among Extra Space Storage LP, H. James Knuppe and Barbara Knuppe (incorporated by reference to Exhibit 10.2 of Form 8-K filed on June 26, 2007).

 

10.15

 

Pledge Agreement, dated June 25, 2007, among Extra Space Storage LP, H. James Knuppe and Barbara Knuppe (incorporated by reference to Exhibit 10.3 of Form 8-K filed on June 26, 2007).

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Exhibit Number   Description
  10.16   Registration Rights Agreement among Extra Space Storage LP, H. James Knuppe and Barbara Knuppe. (incorporated by reference to Exhibit 10.26 of Form 10-K filed on February 26, 2010)

 

10.17

 

First Amendment to Contribution Agreement and to Agreement Regarding Transfer of Series A units among Extra Space Storage LP, various limited partnerships affiliated with AAAAA Rent-A-Space, H. James Knuppe and Barbara Knuppe, dated September 28, 2007. (incorporated by reference to Exhibit 10.1 of Form 8-K filed on October 3, 2007).

 

10.18

 

Membership Interest Purchase Agreement, dated as of April 13, 2012, between Extra Space Properties Sixty Three LLC and PRISA III Co-Investment LLC (incorporated by reference to Exhibit 10.1 of Form 8-K filed on April 16, 2012).

 

10.19

 

2004 Long Term Incentive Compensation Plan Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 of Form 10-Q filed on November 7, 2007).

 

10.20

 

First Amendment to Extra Space Storage Inc. 2004 Non-Employee Directors' Share Plan (incorporated by reference to Exhibit 10.4 of Form 10-Q filed on November 7, 2007).

 

10.21

 

Loan Agreement between ESP Seven Subsidiary LLC as Borrower and General Electric Capital Corporation as Lender, dated October 16, 2007. (incorporated by reference to Exhibit 10.30 of Form 10-K filed on February 26, 2010)

 

10.22

 

Subscription Agreement, dated December 31, 2007, among Extra Space Storage LLC and Extra Space Development, LLC. (incorporated by reference to Exhibit 10.31 of Form 10-K filed on February 26, 2010)

 

10.23

 

Revolving Promissory Note between Extra Space Properties Thirty LLC and Bank of America as Lender, dated February 13, 2009 (incorporated by reference to Exhibit 10.33 of Form 10-K filed on February 26, 2010)

 

10.24

 

Revolving Line of Credit between Extra Space Properties Thirty LLC and Bank of America as Lender, dated February 13, 2009 (incorporated by reference to Exhibit 10.34 of Form 10-K filed on February 26, 2010)

 

10.25

 

First Loan and Note Modification Agreement between Extra Space Properties Thirty LLC and Bank of America as lender, dated April 9, 2009 (incorporated by reference to Exhibit 10.27 of Form 10-K filed on February 29, 2012).

 

10.26

 

Second Loan and Note Modification Agreement between Extra Space Properties Thirty LLC and Bank of America as lender, dated May 4, 2009 (incorporated by reference to Exhibit 10.28 of Form 10-K filed on February 29, 2012).

 

10.27

 

Third Loan and Note Modification Agreement between Extra Space Properties Thirty LLC and Bank of America as lender, dated August 27, 2010 (incorporated by reference to Exhibit 10.29 of Form 10-K filed on February 29, 2012).

 

10.28

 

Fourth Loan and Note Modification Agreement between Extra Space Properties Thirty LLC and Bank of America as lender, dated October 19, 2011 (incorporated by reference to Exhibit 10.30 of Form 10-K filed on February 29, 2012).

 

10.29

 

Extra Space Storage Inc. Executive Change in Control Plan (incorporated by reference to Exhibit 10.1 of Form 8-K filed on August 31, 2011).

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Exhibit Number   Description
  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).

 

10.32

 

Registration Rights Agreement, dated June 21, 2013, among Extra Space Storage LP, Extra Space Storage Inc., Citigroup Global Markets Inc. and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 10.1 of Form 8-K filed on June 21, 2013).

 

21.1

 

Subsidiaries of the Company(2)

 

23.1

 

Consent of Ernst & Young LLP(2)

 

31.1

 

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(2)

 

31.2

 

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(2)

 

32.1

 

Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(2)

 

101

 

The following financial information from Registrant's Annual Report on Form 10-K for the period ended December 31, 2013, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets as of December 31, 2013 and 2012; (ii) Consolidated Statements of Operations for the years ended December 31, 2013, 2012 and 2011; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011; (iv) Consolidated Statements of Stockholders' Equity for the years ended December 31, 2013, 2012 and 2011; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011; and (vi) Notes to Consolidated Financial Statements(2).

(1)
Incorporated by reference to Registration Statement on Form S-11 (File No. 333-115436 dated August 11, 2004).

(2)
Filed herewith.

(c)
See Item 15(a)(2) above.

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SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 3, 2014   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: March 3, 2014   By:   /s/ SPENCER F. KIRK

Spencer F. Kirk
Chief Executive Officer
(Principal Executive Officer)

Date: March 3, 2014

 

By:

 

/s/ P. SCOTT STUBBS

P. Scott Stubbs
Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Date: March 3, 2014

 

By:

 

/s/ GRACE KUNDE

Grace Kunde
Senior Vice President, Accounting and Finance (Principal Accounting Officer)

Date: March 3, 2014

 

By:

 

/s/ KENNETH M. WOOLLEY

Kenneth M. Woolley
Executive Chairman

Date: March 3, 2014

 

By:

 

/s/ JOSEPH D. MARGOLIS

Joseph D. Margolis
Director

Date: March 3, 2014

 

By:

 

/s/ ROGER B. PORTER

Roger B. Porter
Director

Date: March 3, 2014

 

By:

 

/s/ K. FRED SKOUSEN

K. Fred Skousen
Director

131