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Extra Space Storage Inc. - Annual Report: 2024 (Form 10-K)

Equity in earnings and dividend income from unconsolidated real estate entities67,272 54,835 12,437 22.7 %Equity in earnings of unconsolidated real estate ventures - gain on sale of real estate assets and sale of a joint venture interest13,730 — 13,730 100.0 %Income tax expense(33,478)(21,559)(11,919)55.3 %Total other expense, net$(500,797)$(319,688)$(181,109)56.7 %

Loss on Real Estate Assets Held for Sale and Sold, Net—During the year ended December 31, 2024, we had 18 stores classified as held for sale. Of the 18 stores, 10 had an estimated fair value, net of selling costs, which was less than the carrying value of the asset. As a result, we recorded an estimated loss of $63,250. On our consolidated statements of operations, this amount is shown net of the sale of a property which generated a gain of $37,344 within gain (loss) on real estate assets held for sale and sold, net.

Impairment of Life Storage Trade Name—During the year ended December 31, 2024, we decided to operate all stores under a single brand. As a result of that decision, we deemed the Life Storage trade name intangible asset to be impaired and recognized a loss for the full value of the asset.
Interest Expense—The increase in interest expense during the year ended December 31, 2024 was primarily the result of higher outstanding debt compared to the same period in the prior year. Information on the total face value of debt and the weighted average interest rate for the years ended December 31, 2024 and December 31, 2023 is set forth in the following table:
 20242023
Total face value of debt$12,600,661 $11,346,105 
Weighted average interest rate4.4 %4.6 %
Impairment of Life Storage trade name51,763 — — Investment in unconsolidated real estate entities(301,917)(180,279)(118,963)Issuance of notes receivable, net of sales and principal payments(635,677)(20,812)(35,561)Proceeds from unsecured term loans, senior notes, revolving lines of credit and commercial paper8,685,933 7,113,003 5,188,011 Principal payments on unsecured term loans, senior notes, revolving lines of credit and commercial paper(8,724,444)(7,088,984)(4,207,700)Other assets, net  Total assets $ $ Liabilities, Noncontrolling Interests and Equity:Secured notes payable, net$ $ Unsecured term loans, net  Unsecured senior notes, net  Revolving lines of credit and commercial paper  Operating lease liabilities  Cash distributions in unconsolidated real estate ventures  Accounts payable and accrued expenses  Other liabilities  Total liabilities   Commitments and contingenciesNoncontrolling Interests and Equity:Extra Space Storage Inc. stockholders' equity:
Preferred stock, $ par value, shares authorized, shares issued or outstanding
  
Common stock, $ par value, shares authorized, and shares issued and outstanding at December 31, 2024 and 2023, respectively
  Additional paid-in capital  Accumulated other comprehensive income  Accumulated deficit()()Total Extra Space Storage Inc. stockholders' equity  Noncontrolling interest represented by Preferred Operating Partnership units  Noncontrolling interests in Operating Partnership, net and other noncontrolling interests  Total noncontrolling interests and equity  Total liabilities, noncontrolling interests and equity$ $ 
See notes to consolidated financial statements.
36



Extra Space Storage Inc.
Consolidated Statements of Operations
(amounts in thousands, except share data)

)   )))) )))) )
 For the Year Ended December 31,
 202420232022
Revenues:
Property rental$ $ $ 
Tenant reinsurance   
Management fees and other income   
Total revenues   
Expenses:
Property operations   
Tenant reinsurance    
Transaction costs    
Life Storage Merger transition costs   
General and administrative   
Depreciation and amortization   
Total expenses   
Gain (loss) on real estate assets held for sale and sold, net()  
Impairment of Life Storage trade name()  
Income from operations   
Interest expense()()()
Non-cash interest expense related to amortization of discount on Life Storage unsecured senior notes()() 
Interest income   
 $ $  $ $ $()$()$ 
— — ()— — — — — 
— — ()()— — ()()
 $ $  $ $ $ $()$ 
— — ()— — — — — 
()—  —  — —  
— —    — — ()
— — — — — — — ()
 —    — —  
()—    — —  
()— — — ()— — ()
 — — — — — —  
()— — — — — — ()
 — — — — — —  
 $ $  $ $ $ $()$ 

See notes to consolidated financial statements.
41



Extra Space Storage Inc.
Consolidated Statements of Cash Flows
(amounts in thousands)
 For the Year Ended December 31,
 202420232022
Cash flows from operating activities:
Net income$ $ $ 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization   
Amortization of deferred financing costs   
Non-cash interest expense related to amortization of discount on Life Storage unsecured senior notes   
Non-cash item - Amortization of Premium Portion of Dec 2024 $300M Bond Add-On()  
Accrual of interest income added to principal of debt securities and notes receivable()()()
Compensation expense related to share-based awards   
(Gain) loss on real estate assets held for sale and sold, net  ()
Equity in earnings of unconsolidated real estate ventures - gain on sale of real estate assets and sale of a joint venture interest()  
Impairment of Life Storage trade name   
Distributions from unconsolidated real estate ventures   
Changes in operating assets and liabilities:
Other assets()() 
Accounts payable and accrued expenses   
Other liabilities () 
Net cash provided by operating activities   
Cash flows from investing activities:
Acquisition of real estate assets and improvements()()()
Life Storage Merger, net of cash acquired () 
Cash paid for business combination  ()
Development and redevelopment of real estate assets()()()
Proceeds from sale of real estate assets and investments in real estate ventures   
Investment in unconsolidated real estate entities()()()
Return of investment in unconsolidated real estate ventures   
Issuance of notes receivable()()()
Proceeds from sale of notes receivable   
Principal payments received from notes receivable   
Issuance of loan collateralized with OP units()  
Purchase of equipment and fixtures()()()
Net cash used in investing activities()()()
Cash flows from financing activities:
Proceeds from unsecured term loans, senior notes, revolving lines of credit and commercial paper   
Principal payments on unsecured term loans, senior notes, revolving lines of credit and commercial paper()()()
Proceeds from issuance of public bonds, net   
Deferred financing costs()()()
Proceeds from share issuances   
Repurchase of common stock  ()
Redemption of Preferred OP units for cash ()()
Offering costs associated with shelf registration()  
Redemption of Operating Partnership units for cash()()()
Contributions from noncontrolling interests   
Dividends paid on common stock()()()
Distributions to noncontrolling interests()()()
Net cash (used in) provided by financing activities()  
Net (decrease) increase in cash, cash equivalents, and restricted cash   
Cash, cash equivalents, and restricted cash, beginning of the period   
Cash, cash equivalents, and restricted cash, end of the period$ $ $ 
Cash and equivalents, including restricted cash at the beginning of the period:
Cash and equivalents$ $ $ 
Restricted cash included in other assets   
$ $ $ 
Cash and equivalents, including restricted cash at the end of the period:
Cash and equivalents$ $ $ 
Restricted cash included in other assets   
$ $ $ 
Supplemental schedule of cash flow information
Interest paid$ $ $ 
Income taxes paid   
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$()$()$ 
Common stock and paid-in capital   
Noncontrolling interests in Operating Partnership Note Receivable Payoff   
Redemption of Preferred D Units in the Operating Partnership for loans
Preferred OP units redeemed$()$ $ 
Note Payable   
Issuance of OP and Preferred OP units in conjunction with business combination
Preferred OP units issued$ $ $()
OP units issued  ()
Conversion of Preferred OP Units to common OP Units
Preferred OP Units $ $ $ 
Common OP Units()  
Acquisition and establishment of operating lease right of use assets and lease liabilities
Real estate assets - operating lease right-of-use assets$ $ $ 
Operating lease liabilities()()()
Acquisitions of real estate assets
Real estate assets, net$ $ $ 
Value of equity issued() ()
Net liabilities assumed()  
Investment in unconsolidated real estate ventures   
Finance lease liability  ()
Life Storage Merger real estate assets
Real estate assets, net$ $ $ 
Value of common stock issued () 
Unsecured senior notes () 
Value of OP units issued () 
Net liabilities assumed () 
Investment in unconsolidated real estate ventures   
Accrued construction costs and capital expenditures
Acquisition of real estate assets$ $ $ 
Accounts payable and accrued expenses()()()
Buyback of bridge loan
Real estate assets, net$ $ $ 
Bridge loan receivable()  

See notes to consolidated financial statements.
42


EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Amounts in thousands, except store and share data, unless otherwise stated


1.     
storage facilities. In addition, the Company managed stores for third parties bringing the total number of stores which it owns and/or manages to . These stores are located in states and Washington, D.C. The Company offers tenant reinsurance at its owned and managed stores that insures the value of goods in the storage units and also offers bridge loan financing to certain of its third-party self-storage owners.
2.     
.
consolidated joint venture VIE, consisting of store.
Substantially all of the assets and liabilities of the Company are related to the operating partnership VIE. The assets and credit of the VIE can only be used to satisfy the VIE's own contractual obligations, and the VIE's creditors have no recourse to the general credit of the Company.
43


EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated


 $ $ $ Other liabilities - Cash flow hedge swap agreements    
There were no transfers of assets and liabilities between Level 1 and Level 2 during the year ended December 31, 2024. 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, 2024 or 2023.
44


EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated

45


EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated

 $ $ $ Fixed rate notes receivable    Fixed rate debt     years.
The purchase of stores is considered an asset acquisition. As such, the purchase price is allocated to the real estate assets acquired based on their relative 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 relative fair values based on the avoided cost to replace the current leases. The Company measures the value of tenant relationships based on the rent lost due to the amount of time required to replace existing customers, which is based on the Company’s historical experience with turnover in its stores. Any debt assumed as part of the acquisition is recorded at fair value based on current interest rates compared to contractual rates. Acquisition-related transaction costs are capitalized as part of the purchase price.

Intangible lease rights represent: (1) purchase price amounts allocated to leases on stores that cannot be classified as ground or building leases; these rights are amortized to expense over the life of the leases and (2) intangibles related to ground leases on stores where the leases were assumed by the Company at rates that were lower than the current market rates for similar leases. The values associated with these assumed leases were recorded as intangibles, which will be amortized over the lease terms.
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.
46


EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated

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 or bridge loan borrowers to make contractually required payments. Market risk is the risk of declines in the value of stores due to changes in rental rates, interest rates or other market factors affecting the value of stores held by the Company. The Company has entered into interest rate swap agreements and issued variable-rate bridge loans to manage a portion of its interest rate risk.
47


EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated

, after which management services are provided on a month-to-month basis unless terminated. Management fees are due on the last day of each calendar month that management services are provided.
The Company accounts for the management services provided to a customer as a single performance obligation which are rendered over time each month. The total amount of consideration from the contract is variable as it is based on monthly revenues, which are influenced by multiple factors, some of which are outside the Company's control. Therefore, the Company recognizes the revenue at the end of each month once the uncertainty is resolved. Due to the standardized terms of the MSAs, the Company accounts for all MSAs in a similar, consistent manner. Therefore, no disaggregated information relating to MSAs is presented.
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 and estimates. 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. Each tenant chooses the amount of insurance coverage they want through the tenant reinsurance program. Tenants can purchase policies in amounts up to dollars of insurance coverage in exchange for a monthly fee. As of December 31, 2024, the total number of tenant insurance policies was  million, which was an aggregate coverage of approximately $ billion. The Company’s exposure per claim is limited by the maximum amount of coverage chosen by each tenant.
, $ and $ in advertising expense for the years ended December 31, 2024, 2023 and 2022, respectively, which are included in property operating expenses on the Company’s consolidated statements of operations.% (unaudited) of all distributions to stockholders qualified as a return of capital.
The Company owns and may acquire direct or indirect interests in entities that have elected or will elect to be taxed as REITs under the Internal Revenue Code (each, a “Subsidiary REIT”). A Subsidiary REIT is subject to the various REIT qualification requirements and other limitations described herein that are applicable to the Company. If a Subsidiary REIT were
48


EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated

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, 2024 and 2023, the Company had interest or penalties related to uncertain tax provisions. for the year ended December 31, 2024.
49


EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated

   Series B Units   Series D Units      
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 $ was 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. Accordingly, the number of shares included in the computation for diluted earnings per share related to the Series A Units in the relevant periods is equal to the number of Series A Units that were outstanding, with no additional shares included related to the $ fixed amount.

 $ $ Earnings and dividends allocated to participating securities()()()Earnings for basic computations   Income allocated to noncontrolling interest - Preferred Operating Partnership Units and Operating Partnership Units   Fixed component of income allocated to noncontrolling interest - Preferred Operating Partnership (Series A Units)  ()Net income for diluted computations$ $ $ Weighted average common shares outstanding:Average number of common shares outstanding - basic    OP Units   Series A Units     Total cash paid by the company$ Fair value of Series D Units issued Fair value of OP Units issued Total consideration transferred$ 

As part of this acquisition, the Company recorded an expense of $ related to transaction costs.
 Fixed assets Developed technology Trademarks Customer relationships Other assets Accounts payables and accrued liabilities assumed()Nets asset acquired Goodwill Total assets acquired$ 

 Net income from operations$ 

Pro Forma Information

As noted above, during the year ended December 31, 2022, the Company acquired Bargold. The following pro forma financial information is based on the combined historical financial statements of the Company and Bargold, however, only includes revenue and presents the Company's results as if the acquisition had occurred on January 1, 2022.

55


EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated

 
Store Dispositions

During the year ended December 31, 2024, the Company closed on the sale of stores for total consideration of $. of the stores had been classified as held for sale. The stores previously held for sale had been written down, resulting in a loss of $, while the sale of the sixth store resulted in a $ gain. These amounts have been recognized on the Company's consolidated statements of operations at December 31, 2024, presented within gain (loss) on real estate assets held for sale and sold, net.

The Company disposed of store on May 18, 2022 and on June 21, 2022, for a total cash consideration of approximately $, resulting in a gain of approximately $. Both had been classified as held for sale.
6.     
56


EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated

%%$ $ 
HF1 Sovran HHF Storage Holdings LLC (2)
%
%-%
  Storage Portfolio II JV LLC %%()()Storage Portfolio IV JV LLC%%  Storage Portfolio I LLC %%()()PR II EXR JV LLC%%  
HF2 Sovran HHF Storage Holdings II LLC (2)
%
%-%
  HF5 Life Storage-HIERS Storage LLC %%  HF6 191 V Life Storage Holdings LLC %%  ESS-CA TIVS JV LP%
%-%
  VRS Self Storage, LLC %%()()HF10 Life Storage HHF Wasatch Holdings LLC %%  
Other unconsolidated real estate ventures (3) (4)
%-%
%-%
  
SmartStop Self Storage REIT, Inc. Preferred Stock (6)
n/an/an/a  
Strategic Storage Trust VI, Inc. Preferred Stock (5)
n/an/an/a  Net Investments in and Cash distributions in unconsolidated real estate entities$ $ Investments in unconsolidated real estate entities$ $ Cash distributions in unconsolidated real estate ventures()()Net Investments in and Cash distributions in unconsolidated real estate entities$ $ 
(1)Includes pro-rata equity ownership share and promoted interest.
(2)In November 2024, the Company acquired additional ownership interest in HF1 Sovran HHF Storage Holdings LLC and HF2 Sovran HHF Storage Holdings II LLC from its partner in the unconsolidated joint ventures for cash consideration of $. The transaction increased the equity ownership percentages from % and %, respectively, to % in each unconsolidated joint venture. The additional investment is presented on the Company's consolidated balance sheets under investments in unconsolidated real estate entities.
(3)In September 2024, the Company sold its membership interest in the Alan Jathoo JV LLC unconsolidated joint venture, which held stores, to its partner in such joint venture and recognized a gain of $ on the transaction. This gain and the gain from the ESS Bristol Investments LLC transaction referenced below are presented in equity in earnings of unconsolidated real estate ventures - gain on sale of real estate assets and sale of a joint venture interest on the Company's consolidated statements of operations for the year ended December 31, 2024.
(4)In August 2024, the ESS Bristol Investments LLC unconsolidated joint venture sold of its stores to another of the Company's unconsolidated joint ventures, and the Company recognized a gain of $ for its pro rata share of the transaction. The Company then acquired its partner's membership interest in the remaining stores held by ESS Bristol Investments LLC, which is now presented under real estate assets, net on the Company's consolidated balance sheets.
57


EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated

in shares of convertible preferred stock of Strategic Storage with a dividend rate of % per annum, subject to increase after . The preferred shares are generally not redeemable for , except in the case of a change of control or initial listing of Strategic Storage. Dividend income from this investment is included on the equity in earnings and dividend income from unconsolidated real estate entities on the Company's consolidated statements of operations.
(6)In October 2019, the Company invested $ in shares of convertible preferred stock of SmartStop with a dividend rate of % per annum. On November 1, 2024, the dividend rate increased to % per annum, and is now subject to increase each year. The preferred shares are generally not redeemable for , except in the case of a change of control or initial listing of SmartStop. Dividend income from this investment is included on the equity in earnings and dividend income from unconsolidated real estate entities line on the Company's consolidated statements of operations.
Subsequent to year end, on February 4, 2025, the Company invested $ in shares of newly issued convertible preferred stock of Strategic Storage Growth Trust III, Inc., an affiliate of SmartStop Self Storage REIT, Inc. The dividend rate for the preferred shares is % per annum, subject to increase after . The preferred shares are generally not redeemable for , except in the case of a change of control or initial listing, and are redeemable thereafter subject to a redemption premium.
In accordance with ASC 810, the Company reviews all of its joint venture relationships annually to ensure that there are no entities that require consolidation. As of December 31, 2024, there were no previously unconsolidated entities that were required to be consolidated as a result of this review. The Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting.
 $ $ 
Equity in earnings of HF1 Sovran HHF Storage Holdings LLC (1)
   Equity in earnings of Storage Portfolio II JV LLC   Equity in earnings of Storage Portfolio IV JV LLC   Equity in earnings of Storage Portfolio I LLC   Equity in earnings of PR II EXR JV LLC   
Equity in earnings of HF2 Sovran HHF Storage Holdings II LLC (1)
   
Equity in earnings of HF5 Life Storage-HIERS Storage LLC (1)
   
Equity in earnings of HF6 191 V Life Storage Holdings LLC (1)
()() Equity in earnings of ESS-CA TIVS JV LP   Equity in earnings of VRS Self Storage, LLC   
Equity in earnings of HF10 Life Storage HHF Wasatch Holdings LLC (1)
   
Equity in earnings of other minority owned stores (1)
   Dividend income from SmartStop preferred stock   Dividend income from Strategic Storage preferred stock   $ $ $ 
(1)For the year ended December 31, 2023, the earnings of the joint ventures from the Life Storage Merger are from the close of acquisition on July 20, 2023.
Equity in earnings of certain of our joint ventures includes the amortization of the Company’s excess purchase price of $ of these equity investments over its original basis. The excess basis is amortized over years.
The Company provides management services to joint ventures for a fee. Management fee revenues for affiliated real estate joint ventures for the years ended December 31, 2024, 2023 and 2022 were $, $ and $, respectively.
58


EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated

7.    
 $ Notes Receivable - Bridge Loans  Dividends and Interest Receivable   $ $ 
In November 2020, the Company invested $ in the preferred stock of JCAP in connection with the acquisition of JCAP by NexPoint. This investment consisted of Series A Preferred Shares valued at a total of $, and Series B Preferred Shares valued at a total of $. In December 2022, the Company completed a modification with Nexpoint Storage Partners (as successor in interest to JCAP) that exchanged the Series A and Series B Preferred Shares for Series D Preferred Shares, valued at a total of $. The Series D Preferred Shares are mandatorily redeemable after from the modification in December 2022, with extension options. NexPoint may redeem the Series D Preferred Shares at any time, subject to certain prepayment penalties. The Company accounts for the Series D Preferred Shares as a held to maturity debt security at amortized cost and evaluates whether the fair value is below the amortized cost basis at each reporting period. The Series D Preferred Shares have an initial dividend rate of %. If the investment is not retired after , the preferred dividends increase annually.
In July 2020, the Company purchased a senior mezzanine note receivable with a principal amount of $. The note receivable bore interest at %, with a maturity in December 2023 and was collateralized through an equity interest in which it or its subsidiaries wholly own storage facilities. The Company paid cash of $ for the note receivable and accounted for the discount at amortized cost. The discount was being amortized over the term of the note receivable. In February 2022, a junior mezzanine lender exercised its right to buy the Company’s position for the full principal balance plus interest due, as a result of which the Company sold this note for a total of $ in cash. The remaining unamortized discount was recognized in that quarter as interest income.
The Company offers bridge loan financing to certain of its third-party self-storage owners. These notes receivable consist of mortgage loans receivable, which are collateralized by self-storage properties that the Company manages, and mezzanine loans receivable, which are secured by equity interest pledges. As of December 31, 2024, % of the notes held are mortgage receivables. The Company may sell a portion of the mortgage receivables. These notes receivable typically have a term of with extensions and have variable interest rates. During the year ended December 31, 2024, the Company sold a total principal amount of $ of its mortgage bridge loans receivable to third parties for a total of $ in cash, closed on $ in initial loan draws, and recorded $ of draws for interest payments.
% and % at origination. During the year ended December 31, 2024, of the notes receivable entered nonaccrual status. Subsequent to year end, the Company purchased the property that collateralized the note, which was paid off at the time of close, with no gain or loss recognized. No other notes receivable are in past-due or nonaccrual status. The allowance for potential credit losses is immaterial.
59


EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated

8.     
 $ Unsecured term loans  Unsecured senior notes  Total  
Less: Discount on unsecured senior notes, net (2)
()()Less: Unamortized debt issuance costs()()Total$ $ (1) The loans are collateralized by mortgages on real estate assets and the assignment of rents.(2) Unsecured senior notes from the Life Storage Merger were recorded at fair value, resulting in a discount to be amortized over the term of the debt.

 2026 2027 2028 2029 2030 2031 2032 2033 2034 Thereafter Total$ 

On November 20, 2024, the Company established a commercial paper note program. Under the terms of the program, the Company may issue up to $ billion of unsecured commercial paper notes that bear interest at variable rates with a maturity of varying amounts (generally days or less, with a maximum of days). The commercial paper notes are issued under customary terms in the commercial paper market and are issued at a discount from par or, alternatively, can be issued at par and bear varying interest rates on a fixed or floating basis. The net proceeds from the issuances of the notes will be used for general working capital and other general corporate purposes. General corporate purposes may include, but are not limited to, the repayment of other debt and selective development, redevelopment, or acquisition of properties. Outstanding commercial paper notes have been included in revolving lines of credit and commercial paper on the Company's consolidated balance sheets. The commercial paper notes sold during the year ended December 31, 2024 had a weighted-average maturity term of days. At December 31, 2024, there were $ million in issuances outstanding under the commercial paper program.
60


EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated

 $ %7/1/2026
SOFR plus %
Unsecured credit line (2)
  %6/22/2027
SOFR plus %
Commercial paper  
% (3)
Various$ $ (1) Daily Simple Secured Overnight Financing Rate (“SOFR”) for credit lines.(2) Basis Rate as of December 31, 2024. Rate is subject to change based on the Company's investment grade rating.(3) Commercial paper interest rate is variable based on market rates at the time of each issuance. Therefore, interest rate shown in the table above is a weighted average interest rate.
On June 22, 2023, the Company entered into the Third Amended and Restated Credit Agreement (the “Credit Agreement”). Pursuant to the terms of the Credit Agreement, the Company may request an extension of the term of the revolving credit facility for up to additional periods of each, after satisfying certain conditions. On August 11, 2023, the capacity was increased by $ million.
On August 21, 2024, the Company entered into Amendment 1 to the Third Amended and Restated Credit Agreement, which increased the overall term debt borrowings by $ and reduced the spread on a portion of term debt borrowings by basis points.
As of December 31, 2024, amounts outstanding under the revolving credit facility bore interest at floating rates, at the Company’s option, equal to either (i) Adjusted Term or Daily Simple SOFR plus the applicable margin or (ii) the applicable base rate which is the applicable margin plus the highest of (a) %, (b) the federal funds rate plus %, (c) U.S. Bank’s prime rate or (d) the SOFR rate plus %. Per the Credit Agreement, the applicable SOFR rate margin and applicable base rate margin are based on the Company’s achieved debt rating, with the SOFR rate margin ranging from % to % per annum and the applicable base rate margin ranging from % to % per annum.
The Credit Agreement is guaranteed by the Company and is not secured by any assets of the Company. The Company's unsecured debt is subject to certain financial covenants. As of December 31, 2024, the Company was in compliance with all of its financial covenants.
As of December 31, 2024, the Company’s percentage of fixed-rate debt to total debt was %. The weighted average interest rates of the Company’s fixed and variable-rate debt were % and %, respectively. The combined weighted average interest rate was %.
9.     
61


EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated

will be reclassified as an increase to interest income. active derivative financial instruments, which had a total current notional amount of $ as of December 31, 2024, and forward-starting derivative financial instruments with an effective date of July 14, 2025.
 
Hedge ProductRange of Notional AmountsStrikeEffective DatesMaturity Dates
Swap Agreements
$ - $
% - %
11/30/2022 - 7/14/20251/30/2025 - 2/1/2028

Fair Values of Derivative Instruments
 $ Other liabilities$ $ 
Effect of Derivative Instruments
 $ Interest expense$ $ $()
Credit-Risk-Related Contingent Features
The Company has agreements with some of its derivative counterparties that contain provisions pursuant to which the Company could be declared in default of its derivative obligations if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender.
The Company also has an agreement with some of its derivative counterparties that incorporates the loan covenant provisions of the Company’s indebtedness with a lender affiliate of the derivative counterparty. Failure to comply with the loan covenant provisions would result in the Company being in default on any derivative instrument obligations covered by the agreement.
62


EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated

10.     
shares of common stock, $ par value per share and shares of preferred stock, $ par value per share. As of December 31, 2024, shares of common stock were issued and outstanding, and shares of preferred stock were issued or outstanding.

All holders of the Company's common stock are entitled to receive dividends and to vote on all matters submitted to a vote of stockholders. The transfer agent and registrar for the Company’s common stock is Broadridge Corporate Issuer Solutions, LLC.

During the year ended December 31, 2024, the Company sold shares of common stock.

On April 15, 2024, the Company filed its $ “at the market” equity program with the Securities and Exchange Commission using a shelf registration statement on Form S-3, and entered into an equity distribution agreement with sales agents. shares have been sold under the current “at the market” equity program, and shares were sold under the previous “at the market” equity program, which spanned from August 9, 2021 through April 14, 2024.

On November 13, 2023, the Company's board of directors authorized a share repurchase program allowing for the repurchase of shares with an aggregate value up to $. During the year ended December 31, 2023 and the year ended December 31, 2024, shares were repurchased. As of December 31, 2024, the Company had remaining authorization to repurchase shares with an aggregate value up to $.

On July 20, 2023, the Company issued shares of its common stock at $ for a total value of $ as part of the Life Storage Merger. See Property Acquisitions and Dispositions note above.

On January 7, 2022, the Company issued shares of its common stock to acquire stores for $.
11.     
63


EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated


 $ Series D Units  $ $ 
Series A Participating Redeemable Preferred Units

The Partnership Agreement provides for the designation and issuance of the Series A Units. The Series A Units have priority over all other partnership interests of the Operating Partnership with respect to distributions and liquidation. As of December 31, 2024 and December 31, 2023, there were outstanding Series A Units.
Series B Redeemable Preferred Units
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 (defined below) and Series D Units, and senior to all other partnership interests of the Operating Partnership with respect to distributions and liquidation.
The Series B Units were issued in 2013 and 2014. The Series B Units have a liquidation value of $ per unit for a fixed liquidation value of $ which represents Series B Units outstanding at December 31, 2024. Holders of the Series B Units receive distributions at an annual rate of %. These distributions are cumulative. The Series B Units become redeemable at the option of the holder on the first anniversary of the date of issuance, which redemption obligation may be satisfied at the Company’s option in cash or shares of its common stock.
Series C Redeemable Preferred Units
The Partnership Agreement provides for the designation and issuance of the Series C Units. The Series C Units ranked
junior to the Series A Units, on parity with the Series B Units and Series D Units, and senior to all other partnership interests of
the Operating Partnership with respect to distributions and liquidation. As of December 31, 2024 and December 31, 2023, there were outstanding Series C Units.
Series D Redeemable Preferred Units
The Partnership Agreement provides for the designation and issuance of the Series D Units. The Series D Units rank junior to the Series A Units, on parity with the Series B Units and Series C Units, and senior to all other partnership interests of the Operating Partnership with respect to distributions and liquidation.
The Series D Units have a liquidation value of $ per unit, for a fixed liquidation value of $, which represents Series D Units outstanding at December 31, 2024. Holders of the Series D Units receive distributions at an annual rate between % and %. These distributions are cumulative. The Series D Units become redeemable at the option of the holder on the first anniversary of the date of issuance, which redemption obligation may be satisfied at the Company’s option in cash or shares of its common stock. In addition, certain of the Series D Units are exchangeable for OP Units at the option of the holder until the tenth anniversary of the date of issuance, with the number of OP Units to be issued equal to $ per Series D Unit, divided by the value of a share of common stock as of the exchange date.
During the year ended December 31, 2024, Series D Units were redeemed for shares of common stock.
On October 1, 2024, Series D Units were liquidated and returned to the Company. In exchange, the former holders of the Series D Units were issued notes totaling $, which represented the total liquidation value of the Units, due on January 1, 2050. Interest will be paid to the former Unit holders quarterly, commencing December 31, 2024, at the existing rate of %. The full liquidation value was reclassified from noncontrolling interest represented by preferred operating partnership units to other liabilities on the Company's consolidated balance sheets.
64


EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated

Series D Units were converted to Common OP Units. As a result $ was moved from noncontrolling interest represented by preferred operating partnership units to noncontrolling interests in operating partnership, net and other noncontrolling interests on the Company's consolidated balance sheets.
In January 2023, Series D units were redeemed for shares of common stock. In November 2023, Series D units were redeemed for cash of $.
The Series D Units have been issued at various times from 2014 to 2022. On June 1, 2022, the Operating Partnership
issued a total of Series D Units valued at $ in connection with the acquisition of Bargold.
12.     
% ownership interest in the Operating Partnership as of December 31, 2024. The remaining ownership interests in the Operating Partnership (including Preferred OP Units) of % are held by certain former owners of assets acquired by the Operating Partnership. As of December 31, 2023, the noncontrolling interest in the Operating Partnership is shown on the balance sheet net of a note receivable of $ because a borrower under the note receivable was also a holder of OP Units. This note receivable originated in December 2014, bore interest at % per annum and matured on December 15, 2024. As of December 31, 2024, the noncontrolling interest in the Operating Partnership is shown on the balance sheet net of a new note receivable of $ because a borrower under the note receivable is also a holder of OP Units. This note receivable originated in December 2024, bears interest at % per annum and matures on December 30, 2025.
The noncontrolling interest in the Operating Partnership represents OP Units that are not owned by the Company. OP Units are redeemable at the option of the holder, which redemption may be satisfied at the Company's option in cash, based upon the fair market value of an equivalent number of shares of the Company’s common stock (based on the average trading price) at the time of the redemption, or shares of the Company's common stock on a -for-one basis, subject to anti-dilution adjustments provided in the Operating Partnership Agreement. As of December 31, 2024, the average closing price of the Company's common stock was $ and there were OP Units outstanding. Assuming that all of the OP Unit holders exercised their right to redeem all of their OP Units on December 31, 2024 and the Company elected to pay the OP Unit holders cash, the Company would have paid $ in cash consideration to redeem the units.
   OP Units redeemed for cash   Cash paid for OP Units redeemed$ $ $ OP Units issued in conjunction with business combination, acquisitions, and preferred unit conversion   Value of OP Units issued in conjunction with business combination, acquisitions, and preferred unit conversion$ $ $ 
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 OP Units and classifies the noncontrolling interest represented by the 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
65


EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated

consolidated joint ventures as of December 31, 2024. There are a total of stores in consolidated joint ventures, of which are operating and the other of which are under development. The voting interests of the partners are % or less.
Based on the facts and circumstances of each of the Company’s joint ventures, the Company has determined that one of the joint ventures at December 31, 2024 was a variable interest entity (“VIE”) in accordance with ASC 810, “Consolidation.” The Company has consolidated that joint venture as it was determined that the Company has the power to direct the activities of the joint venture and is the primary beneficiary of the joint venture.
13.    
stores classified as wholly-owned or in consolidated joint ventures. These leases generally have original lease terms between - years. Under these leases, the Company typically has the option to extend the lease term for additional terms of - years.
Leases of its corporate offices and call center. These leases have original lease terms between five and years, with no extension options. In 2021 the Company modified and extended the lease of its corporate offices to add additional space and extend the lease until 2034.
Leases of regional offices. These leases have original lease terms between two and . The Company has the option on certain of these leases to extend the lease term for up to three additional years.
Leases of small district offices. These leases generally have terms of months or less. The Company has made an election to account for these under the short-term lease exception outlined under ASC 842. Therefore, no lease assets or liabilities are recorded related to these leases.
The Company has included lease extension options in the lease term for calculations of its right-of-use assets and liabilities related to the real estate asset leases at its stores when it is reasonably certain that the Company plans to extend the lease terms as the options arise.
Several of the leases of real estate at the Company’s stores include escalation clauses based on an index or rate, such as the Consumer Price Index (CPI). The Company included these lease payments in its calculations of right-of-use assets and liabilities based on the prevailing index or rate as of the adoption date. The Company will recognize changes to these variable lease payments in earnings in the period of change.
One of the real estate leases includes variable lease payments that are based upon a percentage of gross revenues. Certain other leases include additional variable payments relating to a percentage of sales in excess of a specified amount, common area maintenance, property taxes, and similar items. These payments are variable lease payments that do not depend on an index or rate and are excluded from the measurement of the lease liabilities and right-of-use-assets for these leases. The Company will recognize costs from these variable lease payments in the period in which the obligation for those payments is incurred.
As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available surrounding the Company’s unsecured borrowing rates and implied secured spread at the lease
66


EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated

$     Interest expense related to finance lease liabilitiesOperating lease costVariable lease costShort-term lease cost          Total lease cost$$Cash paid for amounts included in the measurement of lease liabilities    Operating cash outflows for finance lease payments$$    Operating cash outflows for operating lease paymentsTotal cash flows for lease liability measurement$$Right-of-use assets obtained in exchange for new operating lease liabilities$ $ Right-of-use assets obtained in exchange for new finance lease liabilities$ $ Weighted average remaining lease term - finance leases (years)Weighted average remaining lease term - operating leases (years)Weighted average discount rate - finance leases % %Weighted average discount rate - operating leases % % $ $ 2026   2027   2028   2029   Thereafter   Total$ $ $ Present value adjustments (Less: future interest expense)()()()Lease liabilities$ $ $ 

67


EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated

14.     

shares were available for issuance under the Company’s 2015 Incentive Award Plan (the “Plan”).
Options are exercisable once vested. Options are exercisable at such times and subject to such terms as determined by the Compensation 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 years from the date of grant. All of the Company's remaining outstanding options were exercised during the year ended December 31, 2024.
As defined under the terms of the Plan, restricted stock grants may be awarded. The stock grants are subject to a vesting period over which the restrictions are released and the stock certificates are given to the grantee. During the vesting period, the grantee is not permitted to sell, transfer, pledge, encumber or assign shares of restricted stock granted under the Plan; however, the grantee has the ability to vote the shares and receive nonforfeitable dividends paid on shares. Unless otherwise determined by the Compensation Committee at the time of grant, the forfeiture and transfer restrictions on the shares lapse over a period or a period beginning on the date of grant.
Option Grants
 $ Exercised  Outstanding at December 31, 2022 $ Exercised  Outstanding at December 31, 2023 $ Exercised() Outstanding at December 31, 2024 $ 

The total intrinsic value of options exercised for the years ended December 31, 2024, 2023 and 2022 was $, $ and $, respectively.
There have been options granted since 2016. The Company recorded no compensation expense relating to outstanding options in general and administrative expense for the years ended December 31, 2024, 2023 and 2022. Net proceeds received for the years ended December 31, 2024, 2023 and 2022, related to option exercises was $, $ and $, respectively. At December 31, 2024, there was unrecognized compensation expense related to non-vested stock options under the Plan.

68


EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated

, $ and $ of expense in general and administrative expense in its statement of operations related to restricted stock awards granted to employees and directors for the years ended December 31, 2024, 2023 and 2022, respectively. The forfeiture rate, which is estimated at a weighted-average of % of unvested awards outstanding as of December 31, 2024, is adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the previous estimates. At December 31, 2024 there was $ of total unrecognized compensation expense related to non-vested restricted stock awards under the Plan. That cost is expected to be recognized over a weighted-average period of years. The fair value of common stock awards is determined based on the closing trading price of the Company’s common stock on the grant date. $ Granted  Released() Canceled() Unreleased at December 31, 2022 $ Granted  Released() Canceled() Unreleased at December 31, 2023 $ Granted  Released() Canceled() Unreleased at December 31, 2024 $ 

Performance-based Stock Units
The performance-based stock units (the PSUs) granted to executives represent the right to earn shares of the Company's common stock. These awards have two financial performance components: (1) the Company's core FFO performance (FFO Target), and (2) the Company's total stockholder return relative to the performance of a defined group of peers (TSR Target). Each of these performance components are weighted % and are measured over the performance period, which is defined as the period ending December 31 from the year of grant. At the end of the performance period, the financial performance components are reviewed to determine the number of shares actually granted to executives, which can be as low as shares and up to a maximum of shares issued for each PSU.
69


EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated

 $ Granted  Released()$ Unvested at December 31, 2022 $ Granted  Released()$ Unvested at December 31, 2023 $ Granted   Released()$ Unvested at December 31, 2024 $ 
The Company recorded $, $ and $ of expense in general and administrative expense in its statement of operations related to PSUs granted to employees for the years ended December 31, 2024, 2023 and 2022, respectively. The Company estimated the fair value of the PSUs as of the grant date, using the closing trading price of the Company's common stock on the grant date to value the FFO Target portion. $$Risk-free rate%%%Volatility%%%Expected term (in years)Dividend yield%%%Unrecognized compensation cost$$$Term over which compensation cost recognized (in years)
Under the terms of the PSUs, dividends for the entire measurement period are paid in cash when the shares are released, therefore, a dividend yield of was used. The valuation model applied in this calculation utilizes subjective assumptions that could potentially change over time, including the probabilities associated with achieving the FFO Targets (categorized within Level 3 of the fair value hierarchy). Therefore, the amount of unrecognized compensation expense at December 31, 2024 noted above does not necessarily represent the expense that will ultimately be realized by the Company in the statement of operations.
15.     
% of their annual salary, subject to a statutory prescribed annual limit. For the years ended December 31, 2024, 2023 and 2022, the Company made matching contributions to the plan of $, $, and $ respectively, based on % of the first % and up to % of the next % of an employee’s compensation.
16.     
70


EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated

 $ $ Tax credits/true-up() ()Change in deferred expense/(benefit)() ()Total tax expense$ $ $ 
 
 For the Year Ended December 31, 2023
 Federal StateTotal
Current expense$ $ $ 
Tax credits/true-up() ()
Change in deferred expense() ()
Total tax expense$ $ $ 
 
 For the Year Ended December 31, 2022
 Federal StateTotal
Current expense$ $ $ 
Tax credits/true-up() ()
Change in deferred benefit () 
Total tax expense$ $ $ 
  %$  %$  %Non-taxable REIT income()()%()()%()()%State and local tax expense - net of federal benefit  %  %  %Change in valuation allowance  %()()%()()%Tax credits/true-up ()()%()()%()()%Miscellaneous() %() %()()%Total provision$  %$  %$  %

71


EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated

)$()Operating and Finance lease right-of-use assets()()Other()()State deferred taxes()()Total deferred tax liabilities()()Deferred tax assets:Captive insurance subsidiary  Accrued liabilities  Stock compensation  Operating and Finance lease liabilities  Other  State deferred taxes  Total deferred tax assets  Net deferred income tax liabilities$()$()
The state income tax net operating losses expire between 2025 and 2044. The valuation allowance associated with the state income tax net operating losses was released in 2023. The tax years 2020 through 2023 remain open related to the state returns, and 2021 through 2023 for the federal returns.
17.     

reportable segments: (1) self-storage operations and (2) tenant reinsurance. NOI for the Company's self-storage operations represents total property revenue less direct property operating expenses. NOI for the Company's tenant reinsurance segment represents tenant reinsurance revenue less tenant reinsurance expenses.
The Company's consolidated revenues equal total segment revenues plus management fees and other income. The self-storage operations activities include rental operations of wholly-owned stores and self-storage units acquired in the Bargold transaction on June 1, 2022. Tenant reinsurance activities include the reinsurance of risks relating to the loss of goods stored by tenants in the stores operated by the Company. Excluded from segment revenues and net operating income is management fees and other income.
The Chief Executive Officer (“CEO”) is the primary CODM for self-storage operations, and the Chief Financial Officer (“CFO”) is the primary CODM for tenant reinsurance. The CODM for each reportable operating segment regularly reviews NOI to assess the performance of each segment and make decisions about resources to be allocated to each segment. As part of this process, the CODM approves each operating segment’s budget, determines allocation of funds for capital expenditures, and reviews monthly discrete financial information. Based on each segment’s budgeted operating revenues and expenses, resources are allocated to each segment, and these budgeted amounts comprising NOI are compared against actual segment performance.

For all periods presented, substantially all of the Company's real estate assets, intangible assets, other assets, and accrued and other liabilities are associated with the self-storage operations segment.
72


EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated


 $ $ Tenant Reinsurance   Total segment revenues$ $ $ Operating expensesSelf-Storage Operations:Payroll and benefits$ $ $ Marketing   Office expense   Property operating expense   Repairs and maintenance   Property taxes   Insurance   
Other segment items (1)
   Total self-storage operations expenses   Tenant Reinsurance:
Tenant reinsurance expense and other segment items (2)
$ $ $ Total segment operating expenses$ $ $ Net operating incomeSelf-Storage Operations$ $ $ Tenant Reinsurance   Total segment net operating income:$ $ $ Other components of net income:Management fees and other income   Transaction costs  ()Life Storage Merger transition costs () General and administrative expense()()()Depreciation and amortization expense()()()Gain (loss) on real estate assets held for sale and sold, net()  Impairment of Life Storage trade name()  Interest expense ()()()Non-cash interest expense related to amortization of discount on Life Storage unsecured senior notes()() Interest income    Equity in earnings and dividend income from unconsolidated real estate entities   Equity in earnings of unconsolidated real estate ventures - gain on sale of real estate assets   
73


EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated

)()()Net income $ $ $ (1) Other segment items for the Self-Storage Operations segment include miscellaneous items such as legal and professional fees, capital expenditures, taxes, and casualty losses.(2) Tenant reinsurance expense and other segment items for the Tenant Reinsurance segment includes claims expense, acquisition costs, claims service fees and miscellaneous administrative items.

18.     
stores at a total purchase price of $. Acquisitions of all stores are scheduled to close in 2025.
As of December 31, 2024, the Company was under contract to sell stores at a total sales price of $. The sales of all stores are scheduled to close in 2025.
As of December 31, 2024, the Company was under agreement to originate $ in bridge loans in 2025.
As of December 31, 2024, the Company was involved in various legal proceedings and was subject to various claims and complaints arising in the ordinary course of business. Because litigation is inherently unpredictable, the outcome of these matters cannot presently be determined with any degree of certainty. In accordance with applicable accounting guidance, management establishes an accrued liability for litigation when those matters present loss contingencies that are both probable and reasonably estimable. In such cases, there may be an exposure to loss in excess of any amounts accrued. The estimated loss, if any, is based upon currently available information and is subject to significant judgment, a variety of assumptions, and known and unknown uncertainties. The Company could incur judgments or enter into settlements of claims in the future that could have a material adverse effect on its results of operations in any particular period, notwithstanding the fact that the Company is currently vigorously defending any legal proceedings against it. In the opinion of management, such litigation, claims and complaints are not expected to have a material adverse effect on the Company’s financial condition or results of operations.
Although there can be no assurance, the Company is not aware of any material environmental liability, for which it believes it will be ultimately responsible, that could have a material adverse effect on its financial condition or results of operations. However, changes in applicable environmental laws and regulations, the uses and conditions of properties in the vicinity of the Company’s properties, the activities of its tenants and other environmental conditions of which the Company is unaware with respect to its properties could result in future material environmental liabilities.
74

Extra Space Storage Inc.
Schedule III
Real Estate and Accumulated Depreciation
(Dollars in thousands)
As of December 31, 2024




$ $ $ $ $ $ $ $ AZ        CA        CO        CT        FL        GA        HI        ID        IL        IN        KS        KY        LA        MA        MD        ME        MI        MN        MO        MS        NC        NH        NJ        NM        NV        NY        OH        OK        OR        PA        RI        SC        TN        TX        UT        VA        WA        WI        DC        Other corporate assets        Intangible tenant relationships and lease rights        Construction in Progress/Undeveloped Land        Right of use asset - finance lease        
Totals (1)
$ $ $ $ $ $ $ $ 

(1) No right-of-use assets related to operating leases are included in the ending net real estate assets information above.
75


Extra Space Storage Inc. Schedule III (continued)

 $ $ Acquisitions   Improvements   Transfers from construction in progress   Dispositions and other()()()Balance at end of year$ $ $ Accumulated depreciation:Balance at beginning of year$ $ $ Depreciation expense   Dispositions and other  ()Balance at end of year$ $ $ Real estate under development/redevelopment:Balance at beginning of year$ $ $ Current development   Transfers to operating facilities()()()Dispositions and other   Balance at end of year$ $ $ 
Net non-lease real estate assets (1)
$ $ $ 
(1) No right-of-use assets related to operating leases are included in the ending net real estate assets information above.
As of December 31, 2024, the aggregate cost of real estate for U.S. federal income tax purposes was $.
76


Item 9.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.     Controls and Procedures
(i)Disclosure Controls and Procedures
We maintain disclosure controls and procedures to ensure that information required to be disclosed in the reports we file pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based on the definition of “disclosure controls and procedures” in Rule 13a-15(e) of the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
We have a disclosure committee that is responsible for considering the materiality of information and determining the disclosure obligations of the Company on a timely basis. The disclosure committee meets quarterly and reports directly to our Chief Executive Officer and Chief Financial Officer.
We carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this report. 
(ii)Internal Control over Financial Reporting

1.Management’s Report on Internal Control over Financial Reporting
    
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2024. 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
To the Stockholders and the Board of Directors of Extra Space Storage Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Extra Space Storage Inc.’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Extra Space Storage Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
77


We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, 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, 2024, and the related notes and financial statement schedule listed in the Index at Item 8 and our report dated February 28, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’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 are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. 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.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Salt Lake City, Utah
February 28, 2025

(c)Changes in Internal Control over Financial Reporting
There were no changes 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 have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.     Other Information
During the three months ended December 31, 2024, none of our officers or directors , modified or any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non Rule 10b5-1 trading arrangement.”

Item 9C.     Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
78



None.
79


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, 2024.
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 Chief 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, Compensation Committee and Nominating, Governance and Corporate Responsibility Committee, each of which is posted on our website at the address and location specified above. Investors may obtain a free copy of the Code of Business Conduct and Ethics, the Corporate Governance Guidelines and the committee charters by contacting the Investor Relations Department at 2795 East Cottonwood Parkway, Suite 300, Salt Lake City, Utah 84121, Attn: Jared Conley or by telephoning (801) 365-4600.
We have adopted an and procedures governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees and other covered persons that are designed to promote compliance with insider trading laws, rules and regulations, and the New York Stock Exchange listing requirements, as applicable. A copy of our Insider Trading Compliance Program is filed as Exhibit 19.1 to this annual report on Form 10-K. It is our policy to comply with U.S. insider trading laws and regulations, including with respect to transactions in our own securities.
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, 2024.
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, 2024.
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 “Review and Approval of Related Party Transactions” in our Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, 2024.
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 the Engagement of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2025” in our Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, 2024.
80


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
Exhibit DescriptionIncorporated by ReferenceFiled Herewith
FormDateNumber
2.18-KApril 3, 20232.1
2.28-KJuly 20, 20232.2
3.1S-11August 10, 20043.1
3.28-KOctober 3, 20073.1
3.38-KAugust 29, 20133.1
3.48-KMay 28, 20143.1
3.58-KJanuary 17, 20183.1
3.68-KDecember 6, 201310.1
4.110-KFebruary 26, 20104.3
4.210-KFebruary 25, 20204.6
4.38-KMay 11, 20214.1
4.48-KMay 11, 20214.2
4.58-KSeptember 22, 20214.2
4.68-KMarch 31, 20224.2
81


Exhibit
Number
Exhibit DescriptionIncorporated by ReferenceFiled Herewith
FormDateNumber
4.78-KMarch 28, 20234.2
4.88-KJune 16, 20234.2
4.98-KJuly 25, 20234.4
4.108-KJuly 25, 20234.5
4.118-KJuly 25, 20234.6
4.128-KJuly 25, 20234.7
4.138-KJuly 25, 20234.8
4.148-KDecember 1, 20234.2
4.158-KJanuary 19, 20244.2
4.168-KAugust 12, 20244.2
82


Exhibit
Number
Exhibit DescriptionIncorporated by ReferenceFiled Herewith
FormDateNumber
4.178-KJuly 25, 20234.1
4.188-KJuly 25, 20234.2
10.1S-11/AJuly 26, 200410.14
10.28-KJune 24, 200510.2
10.38-KJune 26, 200710.2
10.48-KJune 26, 200710.3
10.58-KApril 16, 201210.1
10.610-QMay 8, 201410.1
10.710-QMay 5, 201710.1
10.8*8-KAugust 31, 201010.1
10.9*DEFA14AApril 14, 2015Definitive Proxy Statement
10.10*10-KFebruary 26, 202010.13
10.11*DEFA14AApril 14, 2008Definitive Proxy Statement
10.12*10-KFebruary 26, 201010.11
10.13*10-QNovember 7, 200710.2
10.1410-KFebruary 29, 202410.14
10.158-KJune 27, 202310.1
10.168-KApril 15, 20241.1
83


Exhibit
Number
Exhibit DescriptionIncorporated by ReferenceFiled Herewith
FormDateNumber
19.1X
21.1X
22.1X
23.1X
31.1X
31.2X
32.1X
101
The following financial information from Registrant’s Annual Report on Form 10-K for the period ended December 31, 2024, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets as of December 31, 2024 and 2023; (ii) Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022; (iv) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024, 2023 and 2022; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022; and (vi) Notes to Consolidated Financial Statements.
X
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).X

*     Management compensatory plan or arrangement

Item 16.     Form 10-K Summary

None.
84


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.
EXTRA SPACE STORAGE INC.
Date: February 28, 2025By:/s/ JOSEPH D. MARGOLIS
Joseph D. Margolis
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: February 28, 2025By:/s/ JOSEPH D. MARGOLIS
Joseph D. Margolis
Chief Executive Officer
(Principal Executive Officer)
Date: February 28, 2025By:/s/ P. SCOTT STUBBS
P. Scott Stubbs
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Date: February 28, 2025By:/s/ GRACE KUNDE
Grace Kunde
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
Date: February 28, 2025By:/s/ KENNETH M. WOOLLEY
Kenneth M. Woolley
Chairman of the Board
Date: February 28, 2025By:/s/ MARK BARBERIO
Mark Barberio
Director
Date: February 28, 2025By:/s/ JOSEPH J. BONNER
Joseph J. Bonner
Director
Date: February 28, 2025By:/s/ GARY CRITTENDEN
Gary Crittenden
Director
Date: February 28, 2025By:/s/ SUSAN HARNETT
Susan Harnett
Director
Date: February 28, 2025By:/s/ SPENCER F. KIRK
Spencer F. Kirk
Director
Date: February 28, 2025By:/s/ DIANE OLMSTEAD
Diane Olmstead
Director
Date: February 28, 2025By:/s/ JULIA VANDER PLOEG
Julia Vander Ploeg
Director
Date: February 28, 2025By:/s/ JOSEPH V. SAFFIRE
Joseph V. Saffire
Director
85

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