Extra Space Storage (EXR) 10-K risk factor changes: FY2016 vs FY2015

[removed: Risks] [added: Risks] Related to Our Stores and [removed: Operations][added: Operations]

[removed: _Adverse] [added: 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 [removed: results._][added: results.]

| [removed: |] • | [removed: |] 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; |

| [removed: |] • | [removed: |] 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; |

| [removed: |] • | [removed: |] a decline of the current economic environment; |

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

| [removed: |] • | [removed: |] perceptions by prospective users of our stores of the safety, convenience and attractiveness of our stores and the neighborhoods in which they are located; |

| [removed: |] • | [removed: |] increased operating costs, including the need for capital improvements, insurance premiums, real estate taxes and utilities; |

| [removed: |] • | [removed: |] the impact of environmental protection laws; |

| [removed: |] • | [removed: |] changes in tax, real estate and zoning laws; and |

| [removed: |] • | [removed: |] earthquakes, hurricanes and other natural disasters, terrorist acts, civil disturbances or acts of war which may result in uninsured or underinsured losses. |

[removed: _If] [added: 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 [removed: affected._][added: affected.]

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

We had [removed: 2,716] [added: 2,723] field personnel as of February [removed: 18, 2016] [added: 21, 2017] in the management and operation of our stores.

[removed: _Uninsured] [added: Uninsured] losses or losses in excess of our insurance coverage could adversely affect our financial condition and our cash [removed: flow._][added: flow.]

[removed: _Increases] [added: Increases] in taxes and regulatory compliance costs may reduce our [removed: income._][added: income.]

[added: 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.

[removed: _Environmental] [added: Environmental] compliance costs and liabilities associated with operating our stores may affect our results of [removed: operations._][added: operations.]

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 [removed: longer own or operate the property.]

[removed: _Costs] [added: Costs] associated with complying with the Americans with Disabilities Act of 1990 may result in unanticipated [removed: expenses._][added: expenses.]

[added: 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.

[removed: _Our] [added: Our] tenant reinsurance business is subject to significant governmental regulation, which may adversely affect our [removed: results._][added: results.]

[removed: _We] [added: We] face competition for the acquisition of stores and other assets, which may impede our ability to make future acquisitions or may increase the cost of these [removed: acquisitions._][added: acquisitions.]

[removed: _We] [added: We] may not be successful in identifying and consummating suitable acquisitions that meet our criteria, which may impede our [removed: growth._][added: growth.]

We may not be successful in identifying suitable stores or other assets that meet our acquisition criteria or in consummating acquisitions [removed: or investments on satisfactory terms or at all.]

| [removed: |] • | [removed: |] competition from local investors and other real estate investors with significant capital, including other publicly-traded REITs and institutional investment funds; |

| [removed: |] • | [removed: |] competition from other potential acquirers may significantly increase the purchase price which could reduce our profitability; |

| [removed: |] • | [removed: |] the inability to achieve satisfactory completion of due diligence investigations and other customary closing conditions; |

| [removed: |] • | [removed: |] failure to finance an acquisition on favorable terms or at all; |

| [removed: |] • | [removed: |] we may spend more than the time and amounts budgeted to make necessary improvements or renovations to acquired stores; and |

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

[removed: _We] [added: We] may not be successful in integrating and operating acquired [removed: stores._][added: stores.]

[removed: _Our] [added: 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 [removed: distributions._][added: distributions.]

| [removed: |] • | [removed: |] we may be unable to obtain financing for these projects on favorable terms or at all; |

| [removed: |] • | [removed: |] we may not complete development or redevelopment projects on schedule or within budgeted amounts; |

| [removed: |] • | [removed: |] we may encounter delays or refusals in obtaining all necessary zoning, land use, building, occupancy and other required governmental permits and authorizations; and |

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

[removed: _We] [added: We] rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our [removed: business._][added: business.]

We rely on information technology networks and systems, including the Internet, to process, transmit and store electronic information, and to manage or support a variety of business processes, including financial [added: transactions and records, personally]

[removed: transactions and records, personally] identifiable information, and tenant and lease data.

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longer own or operate the property.

or investments on satisfactory terms or at all.

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Increases in income, property or other taxes generally are not passed through to tenants under

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

We do not always obtain third-party appraisals in connection with our acquisition of stores and the consideration being paid by us in exchange for those stores may exceed the value determined by third-party appraisals.

In such cases, the value of the stores was determined by our senior management team.

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distributions do not exceed the stockholder’s adjusted tax basis in his, her, or its common stock, but instead will constitute a return of capital and will reduce such adjusted basis.

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[removed: _The] [added: The] following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report.

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 [removed: data._][added: data.]

[removed: Overview][added: Overview]

At December 31, [removed: 2015,] [added: 2016,] we owned, had ownership interests in, or managed [removed: 1,347] [added: 1,427] operating stores in [removed: 36] [added: 38] states, Washington, D.C. and Puerto Rico.

Of these [removed: 1,347] [added: 1,427] operating stores, we owned [removed: 746,] [added: 836,] we held joint venture interests in [removed: 253] [added: 180] stores, and our taxable REIT subsidiary, Extra Space Management, Inc., operated an additional [removed: 348] [added: 411] stores that are owned by third parties.

These operating stores contain approximately [removed: 101] [added: 107] million square feet of rentable space in approximately [removed: 896,000] [added: 960,000] units and currently serve a customer base of approximately [removed: 800,000] [added: 850,000] tenants.

[removed: A] [added: We consider a] store [removed: is considered] to be stabilized once it has achieved [added: either] an 80% occupancy rate for a full year measured as of January [removed: 1,] [added: 1 of the current year,] or has been open for three [removed: years.][added: years prior to the January 1 of the current year.]

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 [removed: tenants to make required rental payments.]

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

| [removed: |] • | [removed: | _Acquire stores._] [added: Acquire self-storage stores.] Our acquisitions team continues to pursue the acquisition of multi-store portfolios and single stores that we believe can provide stockholder value. We have established a reputation as a reliable, ethical buyer, which we believe enhances our ability to negotiate and close acquisitions. In addition, we believe our status as an UPREIT enables flexibility when structuring deals. We continue to [removed: see] [added: review] available [removed: acquisitions on which to bid] [added: acquisitions. As interest rates increase, our expectation is that capitalization rates will also increase] and [removed: are seeing increasing prices. However, we] [added: that prices will begin to decrease. We] remain a disciplined buyer and [removed: look for] [added: only execute] acquisitions that [added: we believe] will strengthen our portfolio and increase stockholder value. |

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

[removed: CRITICAL] [added: CRITICAL] ACCOUNTING POLICIES AND [removed: ESTIMATES][added: ESTIMATES]

[removed: CONSOLIDATION:] [added: CONSOLIDATION:] Arrangements that are not controlled through voting or similar rights are accounted for as variable interest entities (“VIEs”).

We have concluded that under certain circumstances when we enter into arrangements for the formation of joint ventures, a VIE may be created under condition [removed: (i), (ii) (b)] [added: (i)] or [removed: (c)] [added: (ii)(b) or (ii)(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 [added: obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE.]

As of December 31, [removed: 2015,] [added: 2016,] we had no consolidated VIEs.

[removed: REAL] [added: REAL] ESTATE [removed: ASSETS:] [added: ASSETS:] Real estate assets are stated at cost, less accumulated depreciation.

In connection with our acquisition of [added: operating] stores, the purchase price is allocated to the tangible and intangible assets and liabilities acquired based on their fair values, which are estimated using significant unobservable inputs.

Intangible lease rights include: (1) purchase price amounts allocated to leases on three stores that cannot be classified as ground or building leases; these rights are amortized to expense over the term of the leases; and (2) intangibles related to ground leases on [removed: six] [added: eight] stores where the ground leases were assumed by [removed: the Company] [added: us] at rates that were different than the current market rates for similar leases.

[removed: EVALUATION] [added: EVALUATION] OF ASSET [removed: IMPAIRMENT:] [added: IMPAIRMENT:] Long lived assets held for use are evaluated for impairment when events or circumstances indicate that there may be impairment.

[removed: INVESTMENTS] [added: INVESTMENTS] IN UNCONSOLIDATED REAL ESTATE [removed: VENTURES:] [added: 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.

[removed: DERIVATIVE] [added: DERIVATIVE] INSTRUMENTS AND HEDGING [removed: ACTIVITIES:] [added: ACTIVITIES:] The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting designation.

[removed: REVENUE] [added: REVENUE] AND EXPENSE [removed: RECOGNITION:] [added: RECOGNITION:] Rental revenues are recognized as earned based upon amounts that are currently due from tenants.

Annually, a third party actuary evaluates the adequacy of the unpaid [added: claims liability.]

[removed: INCOME TAXES:] [added: INCOME TAXES:] We have elected to be treated as a REIT under Sections 856 through 860 of the Internal Revenue Code.

[removed: RESULTS] [added: RESULTS] OF [removed: OPERATIONS][added: OPERATIONS]

[removed: _Comparison] [added: Comparison] of the Year Ended December 31, 2015 to the Year Ended December 31, [removed: 2014_][added: 2014]

[removed: Overview][added: Overview]

[removed: Revenues][added: Revenues]

| | [removed: | For] [added: For] the Year [removed: Ended December 31, |] [added: Ended December 31,] | | | | | | | | | | | | | |

| | [removed: | 2015 |] [added: 2015] | | | [removed: 2014] | [added: 2014] | | | [removed: $ Change] | [added: $ Change] | | | [removed: % Change] | [added: % Change] | |

| [removed: Revenues: | |] [added: Revenues:] | | | | | | | | | | | | | | |

| Property rental | [removed: |] $ | 676,138 | | | $ | 559,868 | | | $ | 116,270 | | | [removed: |] 20.8 | % |

| Tenant reinsurance | [removed: | |] 71,971 | | | | 59,072 | | | | 12,899 | | | | 21.8 | % |

| Management fees and other income | [removed: | |] 34,161 | | | | 28,215 | | | | 5,946 | | | | 21.1 | % |

| Total revenues | [removed: |] $ | 782,270 | | | $ | 647,155 | | | $ | 135,115 | | | [removed: |] 20.9 | % |

[removed: Property Rental—The] [added: Property Rental—The] change in property rental revenues consists primarily of an increase of $69,622 associated with acquisitions completed in 2015 and 2014.

We [removed: have seen] [added: saw] no significant increase in overall customer renewal rates and our average length of stay [removed: is] [added: was] approximately 13.7 months.

[removed: Tenant Reinsurance—The] [added: Tenant Reinsurance—The] increase in tenant reinsurance revenues was partially due to the increase in overall customer participation to approximately 72.8% at December 31, 2015, compared to approximately 70.7% at December 31, 2014.

[removed: Management] [added: Management] Fees and Other [removed: Income—Our taxable REIT subsidiary, Extra Space Management, Inc.,] [added: Income—Our TRS] manages stores owned by our joint ventures and third parties.

tenants to make required rental payments.

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A summary of significant accounting policies is also provided in

the notes to our consolidated financial statements (see Note 2 to our consolidated financial statements).

Stores purchased at the time of certificate of occupancy issuance are considered asset acquisitions.

As such, the purchase price is allocated to the land and buildings acquired based on their fair values.

Any debt assumed as part of the acquisition is recorded at fair value based on current interest rates compared to contractual rates.

Acquisition-related transactions costs are capitalized as part of the purchase price.

RECENT ACCOUNT PRONOUNCEMENTS: For a discussion of recent accounting pronouncements affecting our business, see Item 8, “Financial Statements and Supplementary Data–Recently Issued Accounting Standards.”

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| | 2016 | | | | 2015 | | | | $ Change | | | | % Change | |

| Property rental | $ | 864,742 | | | $ | 676,138 | | | $ | 188,604 | | | 27.9 | % |

| Tenant reinsurance | 87,291 | | | | 71,971 | | | | 15,320 | | | | 21.3 | % |

| Management fees and other income | 39,842 | | | | 34,161 | | | | 5,681 | | | | 16.6 | % |

| Total revenues | $ | 991,875 | | | $ | 782,270 | | | $ | 209,605 | | | 26.8 | % |

Property rental revenue also increased by $42,171 during the year ended December 31, 2016 as a result of increases in rental rates to new and existing customers at our stabilized stores.

Revenues at our lease-up stores increased by $3,439 for the year ended December 31, 2016 due primarily to increases in occupancy.

The achieved rental rate to new tenants on wholly owned properties for the year ended December 31, 2016 increased an average of approximately 7.0% over the prior year.

These increases were offset by decreases in property revenue of $1,991 for the year ended December 31, 2016 related to the sales of stores during 2016.

Tenant Reinsurance—The increase in tenant reinsurance revenues was due primarily to the increase in stores operated.

We operated 1,427 stores at December 31, 2016, compared to 1,347 stores at December 31, 2015.

At December 31, 2016, we managed 591 stores for third parties and non-consolidated joint ventures, compared to 601 stores at December 31, 2015.

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| | 2016 | | | | 2015 | | | | $ Change | | | | % Change | |

| Property operations | $ | 250,005 | | | $ | 203,965 | | | $ | 46,040 | | | 22.6 | % |

| Tenant reinsurance | 15,555 | | | | 13,033 | | | | 2,522 | | | | 19.4 | % |

| Acquisition related costs and other | 12,111 | | | | 69,401 | | | | (57,290 | | ) | | (82.5 | )% |

| General and administrative | 81,806 | | | | 67,758 | | | | 14,048 | | | | 20.7 | % |

| Depreciation and amortization | 182,560 | | | | 133,457 | | | | 49,103 | | | | 36.8 | % |

| Total expenses | $ | 542,037 | | | $ | 487,614 | | | $ | 54,423 | | | 11.2 | % |

The decrease in these expenses for the year ended December 31, 2016 compared to the prior year was due to a decrease in the number of acquisitions.

We acquired 99 properties during the year ended December 31, 2016 compared to 171 during the prior year.

Included in the acquisitions completed in 2015 was the acquisition of SmartStop Self Storage Inc. ("SmartStop") on October 1, 2015.

General and administrative expenses for the year ended December 31, 2016 increased when compared to the same periods in the prior year primarily due to the overall cost associated with the management of additional stores.

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obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE.

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claims liability.

RECENT ACCOUNTING PRONOUNCEMENTS

In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-08, “_Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity._” Under this guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations.

The guidance also requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation.

The Company adopted this guidance effective January 1, 2015.

We have not previously had discontinued operations and as such, this guidance did not have a significant impact on our consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, “_Revenue from Contracts with Customers,_” which amends the guidance for revenue recognition to replace numerous, industry-specific requirements and converges areas under this topic with those of the International Financial Reporting Standards.

ASU 2014-09 outlines a five-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards.

The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers.

ASU 2014-09 was originally effective for reporting periods beginning after December 15, 2016.

Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption.

In July 2015, the FASB approved a one-year deferral of the effective date of the standard.

The new standard will now become effective for annual and interim periods beginning after December 15, 2017 with early adoption on the original effective date permitted.

The Company has not yet selected a transition method.

Management is currently assessing the impact of the adoption of ASU 2014-09 on our consolidated financial statements.

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

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a service provider possesses a variable interest in a variable interest entity (“VIE”), and eliminates the presumption that a general partner should consolidate a limited partnership.

We do not expect the adoption of this standard to materially impact its consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, “_Interest—Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs,_” which requires debt issuance costs related to a recognized debt liability to be presented as a direct deduction from the carrying amount of that debt liability.

The new guidance only impacts financial statement presentation.

The guidance is effective in the first quarter of 2016 and allows for early adoption.

We adopted this guidance October 1, 2015 on a retrospective basis.

As a result $20,120 of unamortized debt issuance costs that had been included in the Other assets line on the consolidated balance sheets as of December 31, 2014 are now presented as direct deductions from the carrying amounts of the related debt liabilities.

In April 2015, the FASB issued ASU 2015-05, “_Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)—Customers Accounting for Fees Paid in a Cloud Computing Arrangement,_” which provides guidance regarding the accounting for fees paid by a customer in cloud computing arrangements.

If a cloud computing arrangement includes a software license, the payment of fees should be accounted for in the same manner as the acquisition of other software licenses.

If there is no software license, the fees should be accounted for as a service contract.

The guidance is effective in fiscal years beginning after December 15, 2015 and early adoption is permitted.

An entity can elect to adopt the amendments either (1) prospectively to all arrangements entered into or materially modified after the effective date or (2) retrospectively.

We do not expect the adoption of this standard to materially impact our consolidated financial statements.

In August 2015, the FASB issued ASU 2015-15, _“Interest—Imputation of Interest (Subtopic 835-30) Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements,”_ which provides guidance regarding the classification of debt issuance costs associated with lines of credit.

[removed: Market Risk][added: Market Risk]

[removed: Interest] [added: Interest] Rate [removed: Risk][added: Risk]

As of December 31, [removed: 2015,] [added: 2016,] we had approximately [removed: $3.6] [added: $4.4] billion in total face value debt, of which approximately [removed: $1.1] [added: $1.3] billion was subject to variable interest rates (excluding debt with interest rate swaps).

If LIBOR were to increase or decrease by 100 basis points, the increase or decrease in interest expense on the variable rate debt [removed: (excluding variable rate debt with interest rate floors)] would increase or decrease future earnings and cash flows by approximately [removed: $7.3] [added: $13.1] million annually.

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[removed: General][added: General]

As of December 31, [removed: 2015,] [added: 2016,] we held ownership interests in [removed: 999] [added: 1,016] operating stores.

Of these operating stores, [removed: 746] [added: 836] are wholly-owned and [removed: 253] [added: 180] are owned in joint venture partnerships.

An additional [removed: 348] [added: 411] operating stores are owned by third parties and operated by us in exchange for a management fee, bringing the total number of operating stores which we own and/or manage to [removed: 1,347.][added: 1,427.]

These operating stores are located in [removed: 36] [added: 38] states, Washington, D.C. and Puerto Rico and contain approximately [removed: 101] [added: 107] million square feet of net rentable space in approximately [removed: 896,000] [added: 960,000] units and currently serve a customer base of approximately [removed: 800,000] [added: 850,000] tenants.

Tenant reinsurance activities include the reinsurance of risks relating to the loss of goods stored by tenants in [removed: the Company’s] [added: our] stores.

[added: You may obtain] copies of these documents by visiting the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, by calling the SEC at 1-800-SEC-0330 or by accessing the SEC’s website at www.sec.gov.

In addition, as soon as reasonably practicable after such materials are furnished to the SEC, we make copies of these documents available to the public free of charge through our website at www.extraspace.com, or by contacting our Secretary at our principal offices, which are located at 2795 East Cottonwood Parkway, Suite [removed: 400,] [added: 300,] Salt Lake City, Utah 84121, telephone number (801) 365-4600.

[removed: Management][added: Management]

Our executive management team and their years of industry experience are as follows: [removed: Spencer F.][added: Joseph D.]

[removed: Kirk,] [added: Margolis,] Chief Executive Officer, [removed: 18] [added: 12] years; Scott Stubbs, Executive Vice President and Chief Financial Officer, [removed: 15] [added: 16] years; Samrat Sondhi, Executive Vice President and Chief Operating Officer, [removed: 12] [added: 13] years; Gwyn McNeal, Executive Vice President and Chief Legal Officer, [removed: 10] [added: 11] years; James Overturf, Executive Vice President and Chief Marketing Officer, [removed: 17] [added: 18] years; [removed: Joseph D.][added: and Kenneth M.]

Woolley, Executive Chairman, [removed: 35] [added: 36] years.

Our executive management team and board of directors have a significant ownership position in the Company with executive officers and directors owning approximately [removed: 4,923,970] [added: 4,665,566] shares or [removed: 3.9%] [added: 3.7%] of our outstanding common stock as of February [removed: 18, 2016.][added: 21, 2017.]

[removed: Industry] [added: Industry] & [removed: Competition][added: Competition]

A store’s perceived security and the general professionalism of the site managers and staff are also contributing factors to a [added: site’s ability to successfully secure rentals.]

According to the Self-Storage Almanac (the “Almanac”), in 2008, the national average physical occupancy rate was 80.3% of net rentable square feet, compared to an average physical occupancy rate of [removed: 90.2%] [added: 91.2%] in [removed: 2015.][added: 2016.]

[removed: We] [added: Recently we] have encountered competition when we have sought to acquire stores, especially for brokered portfolios.

[removed: Aggressive] [added: Competitive] bidding practices have been commonplace between both public and private entities, and this [removed: competition] will likely continue.

According to the Almanac, the top ten self-storage companies in the United States [removed: owned] [added: operated] approximately [removed: 17.4%] [added: 19.4%] of the total U.S. stores, and the top 50 self-storage companies [removed: owned] [added: operated] approximately [removed: 21.9%] [added: 28.6%] of the total U.S. stores as of December 31, [removed: 2015.][added: 2016.]

We also believe that we are well positioned to compete for [removed: acquisitions given our historical reputation for closing deals.][added: acquisitions.]

We are one of five public self-storage REITs along with CubeSmart, National Storage Affiliates, [removed: Sovran Self-Storage, Inc.] [added: Life Storage] and Public [removed: Storage Inc.][added: Storage.]

[removed: Long-Term] [added: Long-Term] Growth and Investment [removed: Strategies][added: Strategies]

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

| [removed: |] • | [removed: | _Acquire stores._] [added: Acquire self storage stores.] Our acquisitions team continues to pursue the acquisition of multi-store portfolios and single stores that we believe can provide stockholder value. We have established a reputation as a reliable, ethical buyer, which we believe enhances our ability to negotiate and close acquisitions. In addition, we believe our status as an UPREIT enables flexibility when structuring deals. We continue to [removed: bid on] [added: review] available [removed: acquisitions and are seeing increasing prices. However, we remain a disciplined buyer and look for acquisitions] [added: acquisitions. As interest rates increase, our expectation is] that [added: capitalization rates] will [removed: strengthen our portfolio and] [added: also] increase [removed: stockholder value.] [added: and that prices will begin to decrease. We remain] |

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

[removed: Financing] [added: Financing] of Our Long-Term Growth [removed: Strategies][added: Strategies]

[removed: _Acquisition] [added: Acquisition] and Development [removed: Financing_][added: Financing]

The following table presents information on our [added: revolving] lines of credit (the “Credit Lines”) for the periods indicated.

All of our Credit Lines are guaranteed by us [removed: and secured by mortgages on certain real estate assets] (amounts in thousands).

| [removed: Line] [added: Revolving Lines] of [removed: Credit | | Amount Drawn | | | | Capacity | | | | Interest Rate | | |] [added: Credit] | [removed: Origination Date] [added: Amount Drawn] | | | | [removed: Maturity] [added: Capacity] | | | | [removed: Basis] [added: Interest] Rate [removed: (1)] | | [added: Origination Date] | | [removed: Notes] [added: Maturity] | | [added: Basis Rate (1)] |

| Credit Line 1 [removed: |] [added: (2)] | $ | [removed: 36,000] [added: 3,000] | | | $ | [removed: 180,000 | | |] [added: 100,000] | [removed: 2.1] | [removed: %] | [added: 2.40%] | | 6/4/2010 | | [removed: | |] 6/30/2018 | | [removed: | |] LIBOR plus [removed: 1.7 | % | | | (2 | )] [added: 1.7%] |

| Credit Line [removed: 3 | | | — | | | | 80,000 |] [added: 2 (3)(4)] | [added: 362,000] | | [removed: 2.1] | [removed: %] | [added: 500,000] | | [removed: 4/29/2011] | | [added: 2.20%] | | [removed: 11/18/2016] [added: 10/14/2016] | | [added: 10/14/2020] | | LIBOR plus [removed: 1.7 | % | | | (3 | )] [added: 1.4%] |

| (1) [removed: |] 30-day USD LIBOR | [added: | | | | | | | | | | | | | | |]

[removed: _Joint] [added: Joint] Venture [removed: Financing_][added: Financing]

We [removed: own 253 of our stores through joint ventures with third parties, including affiliates of Prudential Financial, Inc. In each joint venture, we] generally manage the day-to-day operations of the underlying stores [added: owned in these joint ventures] and have the right to participate in major decisions relating to sales of stores or financings by the applicable joint venture.

Under the operating agreements for the joint ventures, we maintain the right to receive between [removed: 2.0%] [added: 4.0%] and [removed: 96.7%] [added: 80.0%] of the available cash flow from operations after our joint venture partners and the Company have received a predetermined return, and between [removed: 17.0%] [added: 4.0%] and [removed: 96.7%] [added: 75.0%] 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 [removed: refusal] [added: offer] in connection with the sale of stores by the joint venture.

[removed: _Disposition] [added: Disposition] of [removed: Stores_][added: Stores]

As of December 31, [removed: 2015,] [added: 2016,] we had [removed: seven stores] [added: two parcels of land] that were categorized as held for sale.

[removed: Regulation][added: Regulation]

Spencer F.

Kirk served as our Chief Executive Officer through December 31, 2016 and continues to serve on the Company's board of directors.

Joseph D.

Margolis succeeded Mr. Kirk as the Company's Chief Executive Officer effective January 1, 2017.

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a disciplined buyer and only execute acquisitions that we believe will strengthen our portfolio and increase stockholder value.

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| | As of December 31, 2016 | | | | | | | | | | | | | | |

| | $ | 365,000 | | | $ | 600,000 | | | | | | | | | |

| (2) Secured by mortgages on certain real estate assets. One two-year extension available. | | | | | | | | | | | | | | | |

| (3) Unsecured. Two six-month extensions available. | | | | | | | | | | | | | | | |

| (4) Basis Rate as of December 31, 2016. Rate is subject to change based on our consolidated leverage ratio. | | | | | | | | | | | | | | | |

As of December 31, 2016, we own 180 of our stores through joint ventures with third parties.

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You may obtain

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_Acquisition of SmartStop_

On October 1, 2015, we completed the previously announced acquisition of SmartStop Self Storage, Inc. (“SmartStop”), a public non-traded REIT.

SmartStop stockholders received $13.75 per share in cash, which represents a total purchase price of approximately $1.4 billion.

We paid approximately $1.3 billion and the remaining consideration came from the sale of certain assets by SmartStop immediately prior to the closing.

As a result of the acquisition, we acquired 122 stores and assumed the management of 43 stores previously managed by SmartStop.

Margolis, Executive Vice President and Chief Investment Officer, 10 years; and Kenneth M.

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site’s ability to successfully secure rentals.

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| | | As of December 31, 2015 | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| Credit Line 4 | | | — | | | | 50,000 | | | | 2.1 | % | | | 9/29/2014 | | | | 9/29/2017 | | | | LIBOR plus 1.7 | % | | | (3 | ) |

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| | | $ | 36,000 | | | $ | 360,000 | | | | | | | | | | | | | | | | | | | | | |

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| (2) | One two-year extension available |

| (3) | Two one-year extensions available |

##### [Table of Contents](#toc)

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

As a result of these litigation matters, we [added: have] recorded a liability of [removed: $850,000 during the year ended December 31, 2014,] [added: $5.6 million] which is included in other liabilities on the consolidated balance sheets.

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[removed: 10-K 1 d103311d10k.htm] FORM 10-K

[removed: ##### [Table] [added: Table] of [removed: Contents](#toc)][added: Contents]

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: WASHINGTON,] [added: WASHINGTON,] D.C. [removed: 20549][added: 20549]

[removed: (Mark One)][added: (Mark One)]

| x | [removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the fiscal year ended December 31, [removed: 2015][added: 2016]

| [removed: ¨] [added: o] | [removed: TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the transition period from to [removed: .][added: .]

[removed: Commission] [added: Commission] File Number: [removed: 001-32269][added: 001-32269]

[removed: EXTRA] [added: EXTRA] SPACE STORAGE [removed: INC.][added: INC.]

[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]

| [removed: Maryland] [added: Maryland] | | [removed: 20-1076777] [added: 20-1076777] |

| [removed: (State] [added: (State] or other jurisdiction of incorporation or [removed: organization)] [added: organization)] | | [removed: (I.R.S.] [added: (I.R.S.] Employer Identification [removed: No.)] [added: No.)] |

[removed: 2795] [added: 2795] East Cottonwood Parkway, Suite [removed: 400][added: 400]

[removed: Salt] [added: Salt] Lake City, Utah [removed: 84121][added: 84121]

[removed: (Address] [added: (Address] of principal executive offices and zip [removed: code)][added: code)]

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

[removed: Securities] [added: Securities] Registered Pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| [removed: Title] [added: Title] of Each [removed: Class] [added: Class] | | [removed: Name] [added: Name] of exchange on which [removed: registered] [added: registered] |

| [removed: Common] [added: Common] Stock, $0.01 par [removed: value] [added: value] | | [removed: New] [added: New] York Stock Exchange, [removed: Inc.] [added: Inc.] |

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the Act: [removed: None][added: None]

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. [removed: x]

| Large accelerated filer | | x | | Accelerated filer | | [removed: ¨] [added: o] |

| Non-accelerated filer | | [removed: ¨] [added: o] (Do not check if a smaller reporting company) | | Smaller reporting company | | [removed: ¨] [added: o] |

The aggregate market value of the common stock held by non-affiliates of the registrant was [removed: $7,668,549,404] [added: $11,138,435,421] based upon the closing price on the New York Stock Exchange on June 30, [removed: 2015,] [added: 2016,] the last business day of the registrant’s most recently completed second fiscal quarter.

[removed: The] [added: The] number of shares outstanding of the registrant’s common stock, $0.01 par value per share, as of February [removed: 18, 2016] [added: 21, 2017] was [removed: 125,054,328.][added: 125,912,481.]

[removed: Documents] [added: Documents] Incorporated by [removed: Reference][added: 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 [removed: 2016] [added: 2017] are incorporated by reference into Part III of this Annual Report on Form 10-K.

[removed: EXTRA SPACE STORAGE INC.][added: Extra Space Storage Inc.]

[removed: | [PART I](#tx103311_1) | | | | | 4 | |][added: PART I]

| Item 1. | [removed: | [Business](#tx103311_2) | | | 4] [added: [Business](#sB3745DECAF3259158E760A492D2F2038)] | [added: [4](#sB3745DECAF3259158E760A492D2F2038)] |

| Item 1A. | [removed: |] [Risk [removed: Factors](#tx103311_3) | | | 8] [added: Factors](#s9DBD5992507E58168BA13AF9A58E8E07)] | [added: [7](#s9DBD5992507E58168BA13AF9A58E8E07)] |

| Item 1B. | [removed: |] [Unresolved Staff [removed: Comments](#tx103311_4) | | | 20] [added: Comments](#s3C7BBA1810F4526FB259CCA81EF86650)] | [added: [17](#s3C7BBA1810F4526FB259CCA81EF86650)] |

| Item 2. | [removed: | [Properties](#tx103311_5) | | | 20] [added: [Properties](#s1639BA8F6EF85246ABD1BE82F380FB28)] | [added: [17](#s1639BA8F6EF85246ABD1BE82F380FB28)] |

| Item 3. | [removed: |] [Legal [removed: Proceedings](#tx103311_6) | | | 25] [added: Proceedings](#s5999FBDC9F4B5AA7905934BC706AA0E5)] | [added: [17](#s5999FBDC9F4B5AA7905934BC706AA0E5)] |

| Item 4. | [removed: |] [Mine Safety [removed: Disclosures](#tx103311_7) | | | 25] [added: Disclosures](#s49AD96BCB7ED5241B05F9D27C242EFE8)] | [added: [17](#s49AD96BCB7ED5241B05F9D27C242EFE8)] |

| Item 5. | [removed: |] [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#tx103311_9) | | | 26] [added: Securities](#sEA74E83229B255BD9DE5F6A5C15EFA62)] | [added: [17](#sEA74E83229B255BD9DE5F6A5C15EFA62)] |

| Item 6. | [removed: |] [Selected Financial [removed: Data](#tx103311_10) | | | 27] [added: Data](#sA4BD432E8D5653F7B26094CDAA116374)] | [added: [18](#sA4BD432E8D5653F7B26094CDAA116374)] |

10-K 1 exr-12312016x10k.htm 10-K

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OR

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Annual Report on Form 10-K

For the Year Ended December 31, 2016

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| [PART II](#s7D0FD0DD29335D9FA601B350EA7474DF) | | [17](#s7D0FD0DD29335D9FA601B350EA7474DF) |

| [PART IV](#sF96CF5909D8D57C49F3488B5654ADFEC) | | [98](#sF96CF5909D8D57C49F3488B5654ADFEC) |

| [SIGNATURES](#s7F2FD6137C2D5ACFAF133D6BA46D2EAF) | | [101](#s7F2FD6137C2D5ACFAF133D6BA46D2EAF) |

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FORM 10-K

OR

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##### [Table of Contents](#toc)

Table of Contents

| [PART II](#tx103311_8) | | | | | 26 | |

| [PART IV](#tx103311_23) | | | | | 124 | |

| [SIGNATURES](#tx103311_25) | | | | | 128 | |

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As of December 31, [removed: 2015,] [added: 2016,] we owned or had ownership interests in [removed: 999] [added: 1,016] operating stores.

Of these stores, [removed: 746] [added: 836] are wholly-owned and [removed: 253] [added: 180] are held in joint ventures.

In addition, we managed an additional [removed: 348] [added: 411] stores for third parties bringing the total number of stores which we own and/or manage to [removed: 1,347.][added: 1,427.]

These stores are located in [removed: 36] [added: 38] states, Washington, D.C. and Puerto Rico.

As of December 31, [removed: 2015,] [added: 2016,] we owned and/or managed approximately [removed: 101] [added: 107] million square feet of rentable space configured in approximately [removed: 896,000] [added: 960,000] separate storage units.

We consider a store to be stabilized once it has achieved either an 80% occupancy rate for a full year measured as of January [removed: 1,] [added: 1 of the current year,] or has been open for three [removed: years.][added: years prior to the January 1 of the current year.]

As of December 31, [removed: 2015,] [added: 2016,] approximately [removed: 800,000] [added: 850,000] tenants were leasing storage units at the [removed: 1,347] [added: 1,427] operating stores that we own and/or manage, primarily on a month-to-month basis, providing the flexibility to increase rental rates over time as market conditions permit.

For stores that were stabilized as of December 31, [removed: 2015,] [added: 2016,] the average length of stay was approximately [removed: 13.7] [added: 14.3] months.

The average annual rent per square foot for our existing customers at stabilized stores, net of discounts and bad debt, was [removed: $14.83] [added: $15.88] for the year ended December 31, [removed: 2015,] [added: 2016,] compared to [removed: $14.02] [added: $14.92] for the year ended December 31, [removed: 2014.][added: 2015.]

Average annual rent per square foot for new leases was [removed: $15.41] [added: $17.02] for the year ended December 31, [removed: 2015,] [added: 2016,] compared to [removed: $14.35] [added: $15.91] for the year ended December 31, [removed: 2014.][added: 2015.]

The average discounts, as a percentage of rental revenues, during these periods were 3.3% and [removed: 3.8%,] [added: 3.2%,] respectively.

The following table presents additional information regarding the occupancy of our stabilized stores by state as of December 31, [removed: 2015] [added: 2016] and [removed: 2014.][added: 2015.]

The information as of December 31, [removed: 2014,] [added: 2015,] is on a pro forma basis as though all the stores owned at December 31, [removed: 2015,] [added: 2016,] were under our control as of December 31, [removed: 2014.][added: 2015.]

[removed: Stabilized] [added: Stabilized] Store Data Based on [removed: Location][added: Location]

| | | | | [removed: | |] Company | | | [removed: |] Pro forma | | | [removed: |] Company | | | [removed: |] Pro forma | | | [removed: |] Company | | | [removed: |] Pro forma | | [removed: |]

| Location | [removed: |] Number of Stores | | | [removed: |] Number of Units as of December 31, [removed: 2015] [added: 2016] (1) | | | [removed: |] Number of Units as of December 31, [removed: 2014 |] [added: 2015] | | | Net Rentable Square Feet as of December 31, [removed: 2015] [added: 2016] (2) | | | [removed: |] Net Rentable Square Feet as of December 31, [removed: 2014 |] [added: 2015] | | | Square Foot Occupancy % December 31, [removed: 2015 |] [added: 2016] | | | Square Foot Occupancy % December 31, [removed: 2014 |] [added: 2015] | |

| [removed: Wholly-Owned Stores | | | | | | | |] [added: Wholly-Owned Stores] | | | | | | | | | | | | | | | | | | | | |

| Alabama | [removed: | |] 8 | | | [added: 4,635] | [removed: 4,585] | | [added: 4,585] | | [removed: 4,511] | [added: 556,241] | | | 559,526 | | | [removed: | 559,226 | | | | 88.3] [added: 89.3] | % | | [removed: | 83.8] [added: 88.3] | % |

| Kansas | [removed: | |] 1 | | | [added: 533] | [removed: 532] | | [added: 532] | | [removed: 507] | [added: 49,999] | | | 49,991 | | | [removed: | 50,361 | | | | 91.9] [added: 97.6] | % | | [removed: | 89.6] [added: 91.9] | % |

| Louisiana | [removed: | |] 2 | | | [removed: |] 1,406 | | | [removed: | 1,408 | | |] [added: 1,406] | [removed: 150,090] | | [added: 149,930] | | [removed: 149,990] | [added: 150,090] | | | [removed: 92.1] [added: 93.7] | % | | [removed: | 92.4] [added: 92.1] | % |

| Mississippi | [removed: | |] 3 | | | [removed: | 1,477 |] [added: 1,510] | | | 1,477 | | | [removed: | 221,482 |] [added: 217,922] | | | 221,482 | | | [removed: | 81.9] [added: 87.2] | % | | [removed: |] 81.9 | % |

| Missouri | [removed: | |] 6 | | | [added: 3,292] | [removed: 3,238] | | [added: 3,238] | | [removed: 3,224] | [added: 386,161] | | | 385,961 | | | [removed: | 386,151 | | | | 93.2] [added: 90.7] | % | | [removed: | 90.4] [added: 93.2] | % |

| New Hampshire | [removed: | |] 2 | | | [added: 1,045] | [removed: 1,029] | | [added: 1,029] | | [removed: 1,013] | [added: 126,053] | | | 126,133 | | | [removed: | 125,748 | | | | 93.0] [added: 91.9] | % | | [removed: | 94.2] [added: 93.0] | % |

| | | | | [removed: | |] Company | | | [removed: |] Pro forma | | | [removed: |] Company | | | [removed: |] Pro forma | | | [removed: |] Company | | | [removed: |] Pro forma | | [removed: |]

| Location | [removed: |] Number of Stores | | | [removed: |] Number of Units as of December 31, [removed: 2015] [added: 2016] (1) | | | [removed: |] Number of Units as of December 31, [removed: 2014 |] [added: 2015] | | | Net Rentable Square Feet as of December 31, [removed: 2015] [added: 2016] (2) | | | [removed: |] Net Rentable Square Feet as of December 31, [removed: 2014 |] [added: 2015] | | | Square Foot Occupancy % December 31, [removed: 2015 |] [added: 2016] | | | Square Foot Occupancy % December 31, [removed: 2014 |] [added: 2015] | |

| North Carolina | [removed: | |] 11 | | | [added: 6,876] | [removed: 6,806] | | [added: 6,806] | | [removed: 6,736] | [added: 761,677] | | | 761,323 | | | [removed: | 760,151 | | | | 92.0] [added: 90.5] | % | | [removed: | 89.8] [added: 92.0] | % |

| Rhode Island | [removed: | |] 2 | | | [added: 1,280] | [removed: 1,235] | | [added: 1,235] | | [removed: 1,198] | [added: 131,421] | | | 131,356 | | | [removed: | 131,291 | | | | 91.4] [added: 93.9] | % | | [removed: | 94.7] [added: 91.4] | % |

| Utah | [removed: | |] 8 | | | [removed: | 4,231 | | |] [added: 4,394] | [removed: 4,242] | | [added: 4,231] | | [removed: 523,056] | [added: 543,202] | | | 523,056 | | | [removed: | 94.1] [added: 88.8] | % | | [removed: | 88.9] [added: 94.1] | % |

| [removed: Joint-Venture Stores | | | | | | | |] [added: Joint-Venture Stores] | | | | | | | | | | | | | | | | | | | | |

| Delaware | [removed: | |] 1 | | | [added: 518] | [removed: 597] | | [added: 597] | | [removed: 591] | [added: 64,510] | | | 71,610 | | | [removed: | 71,705 | | | | 81.2] [added: 93.0] | % | | [removed: | 93.2] [added: 81.2] | % |

| Kansas | [removed: | |] 2 | | | [removed: |] 846 | | | [removed: | 844 | | |] [added: 846] | [removed: 109,165] | | [added: 109,375] | | [removed: 109,375] | [added: 109,165] | | | [removed: 90.5] [added: 91.4] | % | | [removed: | 92.0] [added: 90.5] | % |

| Missouri | [removed: | |] 1 | | | [removed: | 538 | | |] [added: 543] | [removed: 534] | | [added: 538] | | [removed: 61,075] | [added: 61,375] | | | 61,075 | | | [removed: | 91.7] [added: 89.2] | % | | [removed: | 91.3] [added: 91.7] | % |

| New Hampshire | [removed: | |] 2 | | | [added: 796] | [removed: 801] | | [added: 801] | | [removed: 792] | [added: 83,685] | | | 85,111 | | | [removed: | 84,391 | | | | 94.8] [added: 90.5] | % | | [removed: | 90.4] [added: 94.8] | % |

| Oregon | [removed: | |] 1 | | | [removed: | 655 | |] [added: 651] | | [removed: 653] | [added: 655] | | | 64,970 | | | [removed: |] 64,970 | | | [removed: | 94.0] [added: 93.7] | % | | [removed: | 91.8] [added: 94.0] | % |

| Washington, DC | [removed: | |] 1 | | | [added: 1,694] | [removed: 1,547] | | [added: 1,547] | | [removed: 1,530] | [added: 104,450] | | | 102,488 | | | [removed: | 102,017 | | | | 89.4] [added: 88.1] | % | | [removed: | 92.8] [added: 89.4] | % |

| [removed: Managed Stores | | | | | | | |] [added: Managed Stores] | | | | | | | | | | | | | | | | | | | | |

| Kentucky | [removed: | |] 2 | | | [removed: | 1,333 | | |] [added: 1,331] | [removed: 1,327] | | [added: 1,333] | | [removed: 219,777] | [added: 218,707] | | | 219,777 | | | [removed: | 90.8] [added: 89.0] | % | | [removed: | 90.9] [added: 90.8] | % |

| Louisiana | [removed: | |] 1 | | | [added: 987] | [removed: 985] | | [added: 985] | | [removed: 999] | [added: 133,325] | | | 131,865 | | | [removed: | 133,490 | | | | 90.9] [added: 95.0] | % | | [removed: | 85.2] [added: 90.9] | % |

| Oregon | [removed: | |] 1 | | | [removed: | 455 |] [added: 447] | | | 455 | | | [removed: | 39,419 |] [added: 39,430] | | | 39,419 | | | [removed: | 97.7] [added: 91.1] | % | | [removed: |] 97.7 | % |

| South Carolina | [removed: | |] 4 | | | [added: 2,619] | [removed: 2,609] | | [added: 2,609] | | [removed: 2,607] | [added: 351,148] | | | 348,771 | | | [removed: | 351,870 | | | | 89.2] [added: 93.1] | % | | [removed: | 85.6] [added: 89.2] | % |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | |

| Arizona | 21 | | | 12,795 | | | 12,677 | | | 1,408,358 | | | 1,414,864 | | | 91.7 | % | | 90.4 | % |

| California | 143 | | | 109,771 | | | 108,156 | | | 11,425,653 | | | 11,399,051 | | | 93.8 | % | | 94.8 | % |

| Colorado | 13 | | | 6,685 | | | 6,562 | | | 823,284 | | | 822,499 | | | 89.6 | % | | 89.4 | % |

| Connecticut | 6 | | | 3,856 | | | 3,847 | | | 395,257 | | | 395,411 | | | 91.4 | % | | 92.7 | % |

| Florida | 77 | | | 55,459 | | | 54,612 | | | 5,873,089 | | | 5,848,836 | | | 92.6 | % | | 92.8 | % |

| Georgia | 48 | | | 28,956 | | | 28,281 | | | 3,715,001 | | | 3,698,127 | | | 90.4 | % | | 90.1 | % |

| Hawaii | 9 | | | 8,534 | | | 8,445 | | | 602,171 | | | 599,373 | | | 95.2 | % | | 92.1 | % |

| Illinois | 25 | | | 17,359 | | | 17,139 | | | 1,913,921 | | | 1,930,543 | | | 90.1 | % | | 89.6 | % |

| Indiana | 15 | | | 7,848 | | | 7,718 | | | 940,069 | | | 944,399 | | | 91.2 | % | | 88.5 | % |

| Kentucky | 10 | | | 5,874 | | | 5,840 | | | 756,870 | | | 755,610 | | | 90.0 | % | | 86.2 | % |

| Maryland | 28 | | | 21,372 | | | 21,271 | | | 2,189,772 | | | 2,191,424 | | | 90.6 | % | | 91.3 | % |

| Massachusetts | 37 | | | 23,124 | | | 22,891 | | | 2,295,634 | | | 2,305,068 | | | 91.0 | % | | 92.2 | % |

| Minnesota | 1 | | | 765 | | | 765 | | | 74,400 | | | 74,400 | | | 73.2 | % | | 76.7 | % |

| Nevada | 15 | | | 9,110 | | | 9,132 | | | 1,313,820 | | | 1,314,665 | | | 92.9 | % | | 89.9 | % |

| New Jersey | 58 | | | 45,721 | | | 45,213 | | | 4,498,968 | | | 4,495,243 | | | 92.6 | % | | 91.5 | % |

| New Mexico | 12 | | | 6,590 | | | 6,575 | | | 748,843 | | | 750,433 | | | 91.7 | % | | 91.9 | % |

| New York | 22 | | | 20,088 | | | 20,022 | | | 1,651,030 | | | 1,648,534 | | | 90.1 | % | | 91.7 | % |

| Ohio | 17 | | | 9,534 | | | 9,460 | | | 1,248,860 | | | 1,246,238 | | | 91.7 | % | | 91.0 | % |

| Oregon | 3 | | | 2,140 | | | 2,156 | | | 250,180 | | | 250,130 | | | 91.2 | % | | 92.7 | % |

| Pennsylvania | 14 | | | 9,667 | | | 9,651 | | | 1,047,731 | | | 1,044,720 | | | 90.3 | % | | 87.3 | % |

| South Carolina | 20 | | | 11,331 | | | 11,228 | | | 1,509,641 | | | 1,515,789 | | | 88.3 | % | | 87.5 | % |

| Tennessee | 23 | | | 12,869 | | | 12,723 | | | 1,764,606 | | | 1,781,216 | | | 90.6 | % | | 89.1 | % |

| Texas | 85 | | | 55,509 | | | 54,871 | | | 7,151,963 | | | 7,112,255 | | | 88.7 | % | | 89.3 | % |

| Virginia | 39 | | | 29,909 | | | 29,484 | | | 3,164,742 | | | 3,163,910 | | | 90.4 | % | | 89.5 | % |

| Washington | 7 | | | 4,301 | | | 4,285 | | | 509,278 | | | 509,358 | | | 95.2 | % | | 91.1 | % |

| Washington, DC | 1 | | | 1,220 | | | 1,214 | | | 99,689 | | | 99,439 | | | 93.8 | % | | 91.5 | % |

| Total Wholly-Owned Stabilized | 796 | | | 547,748 | | | 541,116 | | | 60,618,052 | | | 60,543,119 | | | 91.4 | % | | 91.3 | % |

| | | | | | | | | | | | | | | | | | | | | |

| Alabama | 1 | | | 619 | | | 601 | | | 75,356 | | | 74,866 | | | 91.2 | % | | 93.4 | % |

| Arizona | 6 | | | 3,745 | | | 3,689 | | | 429,173 | | | 428,724 | | | 94.9 | % | | 93.6 | % |

| California | 47 | | | 34,034 | | | 33,526 | | | 3,283,592 | | | 3,277,679 | | | 94.4 | % | | 95.2 | % |

| Colorado | 2 | | | 1,313 | | | 1,308 | | | 157,986 | | | 158,375 | | | 89.2 | % | | 93.9 | % |

| Connecticut | 5 | | | 3,762 | | | 3,763 | | | 403,910 | | | 404,790 | | | 92.2 | % | | 92.8 | % |

| Florida | 12 | | | 10,010 | | | 9,894 | | | 1,003,254 | | | 1,002,944 | | | 91.8 | % | | 93.8 | % |

| Georgia | 1 | | | 611 | | | 605 | | | 81,820 | | | 81,950 | | | 85.5 | % | | 89.5 | % |

| Illinois | 4 | | | 2,691 | | | 2,695 | | | 288,115 | | | 287,400 | | | 90.6 | % | | 89.6 | % |

| Indiana | 1 | | | 445 | | | 446 | | | 56,650 | | | 57,114 | | | 94.7 | % | | 91.4 | % |

##### [Table of Contents](#toc)

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

##### [Table of Contents](#toc)

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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

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

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

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

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

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

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

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

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

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total Wholly-Owned Stabilized | | | 726 | | | | 494,637 | | | | 490,989 | | | | 55,061,744 | | | | 54,963,376 | | | | 91.4 | % | | | 90.0 | % |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

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

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

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

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

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

[removed: PART II][added: PART II]

| --- | --- |

##### [Table of Contents](#toc)

[removed: Market Information][added: Market Information]

| | | | [removed: | Range] [added: Range] | | | | | | | | [removed: Dividends Declared] [added: Dividends Declared] | | |

| [removed: Year |] [added: Year] | [removed: Quarter] [added: Quarter] | | [removed: High] [added: High] | | | | [removed: Low] [added: Low] | | | | | | |

| 2015 | [removed: |] 1st | | [added: $] | 67.65 | | | [added: $] | 57.11 | | | [added: $] | 0.47 | |

| | [removed: |] 2nd | | [removed: |] 70.50 | | | | 63.54 | | | | 0.59 | | [added: |]

| | [removed: |] 3rd | | [removed: |] 77.51 | | | | 65.82 | | | | 0.59 | | [added: |]

| | [removed: |] 4th | | [removed: |] 90.22 | | | | 75.55 | | | | 0.59 | | [added: |]

On February [removed: 18, 2016,] [added: 21, 2017,] the closing price of our common stock as reported by the NYSE was [removed: $84.55.][added: $78.37.]

At February [removed: 18, 2016,] [added: 21, 2017,] we had [removed: 335] [added: 355] holders of record of our common stock.

[removed: 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.

[removed: Unregistered] [added: Unregistered] Sales of Equity [removed: Securities][added: Securities]

On [removed: June 18, 2015,] [added: November 2, 2016,] our Operating Partnership issued [removed: 71,054] [added: 77,575 common] OP [removed: Units] [added: units ("OP Units")] in connection with the acquisition of a store located in [removed: Florida.][added: Maryland.]

The store was acquired in exchange for the OP [removed: Units,] [added: units,] valued at [removed: $4.8] [added: $5.8] million, and approximately [removed: $12.7] [added: $9.0] million [removed: of] [added: in] cash.

On November [removed: 13, 2015,] [added: 8, 2016,] our Operating Partnership issued [removed: 91,434 OP] [added: 486,244 Series D-4 Preferred] Units in connection with the acquisition of a store located in [removed: Texas.][added: Illinois.]

[removed: The] [added: This] store was acquired in exchange for the [removed: OP] [added: Series D-4 Preferred] Units, valued at [removed: $7.2 million, and approximately $7.1 million of cash.][added: $12.2 million.]

The terms of the [added: common and preferred] OP Units are governed by the Operating Partnership’s Fourth Amended and Restated Agreement of Limited Partnership.

The OP Units will be redeemable, at the option of the holders following the expiration of a lock-up period commencing on the date of issuance and ending on August 15, [removed: 2016,] [added: 2018,] which redemption obligation may be satisfied, at our option, in cash or shares of our common stock.

| | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | |

| | | | | | | | | | | | | | |

| 2016 | 1st | | 93.46 | | | | 78.42 | | | | 0.59 | | |

| | 2nd | | 94.04 | | | | 84.95 | | | | 0.78 | | |

| | 3rd | | 94.38 | | | | 76.17 | | | | 0.78 | | |

| | 4th | | 77.66 | | | | 68.78 | | | | 0.78 | | |

As a REIT, we are required to distribute at least 90% of our “REIT taxable

We have historically made regular quarterly distributions to our stockholders.

All other unregistered sales of equity securities during the year ended December 31, 2016 have previously been disclosed in filings with the SEC.

| --- | --- |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 2014 | | 1st | | $ | 50.10 | | | $ | 41.48 | | | $ | 0.40 | |

| | | 2nd | | | 54.44 | | | | 47.57 | | | | 0.47 | |

| | | 3rd | | | 54.87 | | | | 50.11 | | | | 0.47 | |

| | | 4th | | | 60.56 | | | | 51.10 | | | | 0.47 | |

| | | | | | | | | | | | | | | |

On April 15, 2015, we entered into a contribution agreement to acquire 22 stores located in Arizona and Texas (the “Properties”).

The Properties include approximately 1.7 million square feet of net rentable space in approximately 13,500 self-storage units, which were approximately 81.7% occupied as of June 30, 2015.

The aggregate consideration paid to acquire the Properties is valued at approximately $177.7 million, excluding transaction costs, including the issuance by the Operating Partnership to the contributors of 1,504,277 common Operating Partnership units (“OP Units”), with a total value of $101.7 million.

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

Under the terms of the

##### [Table of Contents](#toc)

Merger Agreement, SmartStop shareholders received $13.75 per share in cash.

Certain unit holders elected to exchange their SmartStop OP units for 376,848 of the Company’s OP units for a total value of approximately $25.5 million.

| | [removed: | For] [added: For] the Year Ended December [removed: 31,] [added: 31,] | | | | | | | | | | | | | | | | | | |

| | [removed: | 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | |

| [removed: Revenues: |] [added: Revenues:] | | | | | | | | | | | | | | | | | | | |

| Property rental | [removed: |] $ | [removed: 676,138] [added: 864,742] | | | $ | [removed: 559,868] [added: 676,138] | | | $ | [removed: 446,682] [added: 559,868] | | | $ | [removed: 346,874] [added: 446,682] | | | $ | [removed: 268,725] [added: 346,874] | |

| Tenant reinsurance, management fees and other income | [added: 127,133] | | [added: | |] 106,132 | | | | 87,287 | | | | 73,931 | | | | 62,522 | | | [removed: | 61,105 | |]

| Total revenues | [added: 991,875] | | [added: | |] 782,270 | | | | 647,155 | | | | 520,613 | | | | 409,396 | | | [removed: | 329,830 | |]

| [removed: Expenses: |] [added: Expenses:] | | | | | | | | | | | | | | | | | | | |

| Property operations | [added: 250,005] | | [added: | |] 203,965 | | | | 172,416 | | | | 140,012 | | | | 114,028 | | | [removed: | 95,481 | |]

| Tenant reinsurance | [added: 15,555] | | [added: | |] 13,033 | | | | 10,427 | | | | 9,022 | | | | 7,869 | | | [removed: | 6,143 | |]

| Acquisition related costs and [removed: severance] [added: other] | [added: 12,111] | | [added: | |] 69,401 | | | | 9,826 | | | | 8,618 | | | | 5,351 | | | [removed: | 5,033 | |]

| General and administrative | [added: 81,806] | | [added: | |] 67,758 | | | | 60,942 | | | | 54,246 | | | | 50,454 | | | [removed: | 49,683 | |]

| Depreciation and amortization | [added: 182,560] | | [added: | |] 133,457 | | | | 115,076 | | | | 95,232 | | | | 74,453 | | | [removed: | 58,014 | |]

| Total expenses | [added: 542,037] | | [added: | |] 487,614 | | | | 368,687 | | | | 307,130 | | | | 252,155 | | | [removed: | 214,354 | |]

| Income from operations | [added: 449,838] | | [added: | |] 294,656 | | | | 278,468 | | | | 213,483 | | | | 157,241 | | | [removed: | 115,476 | |]

| Interest expense | [removed: |] [added: (138,459] | [removed: (98,992] | ) | | [added: (98,992] | [removed: (84,013] | ) | | [added: (84,013] | [removed: (73,034] | ) | | [added: (73,034] | [removed: (72,294] | ) | | [added: (72,294] | [removed: (69,062] | ) |

| Interest income | [added: 10,998] | | [added: | |] 8,311 | | | | 6,457 | | | | 5,599 | | | | 6,666 | | | [removed: | 5,877 | |]

| Loss on extinguishment of debt related to portfolio acquisition, gain (loss) on [removed: sale of] real [removed: estate,] [added: estate transactions,] earnout from prior [removed: acquisitions] [added: acquisitions, sale of other assets] and property casualty loss, net | [added: 8,465] | | [added: | |] 1,501 | | | | (12,009 | [removed: )] | [added: )] | | (8,193 | [removed: )] | [added: )] | | — | | | [removed: | — | |]

| Income before equity in earnings of real estate ventures and income tax expense | [added: 330,842] | | [added: | |] 205,476 | | | | 188,903 | | | | 137,855 | | | | 91,613 | | | [removed: | 52,291 | |]

| Equity in earnings of unconsolidated real estate ventures | [added: 12,895] | | [added: | |] 12,351 | | | | 10,541 | | | | 11,653 | | | | 10,859 | | | [removed: | 7,287 | |]

| Equity in earnings of unconsolidated real estate ventures - gain on sale of real estate assets and purchase of joint venture [removed: partners’] [added: partners'] interests | [added: 69,199] | | [added: | |] 2,857 | | | | 4,022 | | | | 46,032 | | | | 30,630 | | | [removed: | — | |]

| Income tax expense | [removed: |] [added: (15,847] | [removed: (11,148] | ) | | [added: (11,148] | [removed: (7,570] | ) | | [added: (7,570] | [removed: (9,984] | ) | | [added: (9,984] | [removed: (5,413] | ) | | [added: (5,413] | [removed: (1,155] | ) |

| [removed: Net income] [added: Net income] | [added: 397,089] | | [added: | |] 209,536 | | | | 195,896 | | | | 185,556 | | | | 127,689 | | | [removed: | 58,423 | |]

| Noncontrolling interests in Operating Partnership and other noncontrolling interests | [removed: |] [added: (30,962] | [removed: (20,062] | ) | | [added: (20,062] | [removed: (17,541] | ) | | [added: (17,541] | [removed: (13,480] | ) | | [added: (13,480] | [removed: (10,380] | ) | | [added: (10,380] | [removed: (7,974] | ) |

| [removed: Net] [added: Net] income attributable to common [removed: stockholders |] [added: stockholders] | $ | [removed: 189,474] [added: 366,127] | | | $ | [removed: 178,355] [added: 189,474] | | | $ | [removed: 172,076] [added: 178,355] | | | $ | [removed: 117,309] [added: 172,076] | | | $ | [removed: 50,449] [added: 117,309] | |

| | [removed: | 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | |

| Earnings per common share | | | | | | | | | | | | | | | | | | | | [removed: |]

| Basic | [removed: |] $ | [removed: 1.58] [added: 2.92] | | | $ | [removed: 1.54] [added: 1.58] | | | $ | 1.54 | | | $ | [removed: 1.15] [added: 1.54] | | | $ | [removed: 0.55] [added: 1.15] | |

| Diluted | [removed: |] $ | [removed: 1.56] [added: 2.91] | | | $ | [removed: 1.53] [added: 1.56] | | | $ | 1.53 | | | $ | [removed: 1.14] [added: 1.53] | | | $ | [removed: 0.54] [added: 1.14] | |

| Weighted average number of shares | | | | | | | | | | | | | | | | | | | | [removed: |]

| Basic | [added: 125,087,554] | | [added: | |] 119,816,743 | | | | 115,713,807 | | | | 111,349,361 | | | | 101,766,385 | | | [removed: | 92,097,008 | |]

| Diluted | [added: 125,948,076] | | [added: | |] 126,918,869 | | | | 121,435,267 | | | | 113,105,094 | | | | 103,767,365 | | | [removed: | 96,683,508 | |]

| [removed: Cash] [added: Cash] dividends paid per common [removed: share |] [added: share] | $ | [removed: 2.24] [added: 2.93] | | | $ | [removed: 1.81] [added: 2.24] | | | $ | [removed: 1.45] [added: 1.81] | | | $ | [removed: 0.85] [added: 1.45] | | | $ | [removed: 0.56] [added: 0.85] | |