Extra Space Storage (EXR) 10-K risk factor changes: FY2020 vs FY2019

The regulatory authorities generally have broad discretion to grant, renew and revoke licenses and approvals, to promulgate, interpret and implement regulations, and to evaluate compliance with regulations through periodic examinations, audits and investigations of the affairs of insurance [removed: providers.]

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

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

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

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

[removed: | • |] [added: -] 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 rely on commercially available systems, software, tools and monitoring to provide security for [removed: processing, transmission and storage of confidential tenant and other sensitive information.]

As of December 31, [removed: 2019,] [added: 2020,] we held interests in [removed: 246] [added: 253] operating stores through joint ventures.

Our charter, subject to certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT and to limit any person to actual or constructive ownership of no more than 7.0% (by value [removed: or by number of shares, whichever is more restrictive) of our outstanding common stock or 7.0% (by value or by number of shares, whichever is more restrictive) of our outstanding capital stock.]

As of December 31, [removed: 2019,] [added: 2020,] we had approximately [removed: $5.1] [added: $5.8] billion of outstanding indebtedness.

[removed: | • |] [added: -] our cash flow may be insufficient to meet our required principal and interest payments; [removed: |]

[removed: | • |] [added: -] we may be unable to borrow additional funds as needed or on favorable terms, including to make acquisitions or to continue to make distributions required to maintain our qualification as a REIT; [removed: |]

[removed: | • |] [added: -] we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness; [removed: |]

[removed: | • |] [added: -] because a portion of our debt bears interest at variable rates, an increase in interest rates could materially increase our interest expense; [removed: |]

[removed: | • |] [added: -] we may be forced to dispose of one or more of our stores, possibly on disadvantageous terms; [removed: |]

[removed: | • |] [added: -] after debt service, the amount available for cash distributions to our stockholders is reduced; [removed: |]

[removed: | • |] [added: -] we may experience increased vulnerability to economic and industry downturns, reducing our ability to respond to changing business and economic conditions; [removed: |]

[removed: | • |] [added: -] we may default on our obligations and the lenders or mortgagees may foreclose on our stores that secure their loans and receive an assignment of rents and leases and/or enforce our guarantees; [removed: |]

[removed: | • |] [added: -] we may violate restrictive covenants in our loan documents, which would entitle the lenders to accelerate our debt obligations; and [removed: |]

[removed: | • |] [added: -] our default under any one of our mortgage loans with cross-default or cross-collateralization provisions could result in a default on other indebtedness or result in the foreclosures of other stores. [removed: |]

As of December 31, [removed: 2019,] [added: 2020,] we had approximately [removed: $5.1] [added: $5.8] billion of debt outstanding, of which approximately [removed: $1.1] [added: $2.1] billion, or [removed: 21.3%] [added: 36.9%] was subject to variable interest rates (excluding debt with interest rate swaps).

This variable rate debt had a weighted average interest rate of approximately [removed: 3.1%] [added: 1.6%] per annum.

Uncertainty relating to the LIBOR calculation process and potential phasing out of LIBOR [removed: after 2021] may affect our financial results.

In July 2017, the Financial Conduct Authority (the authority that regulates LIBOR) announced it [removed: intends] [added: intended] to stop compelling banks to submit rates for the calculation of LIBOR after [added: June 30,] 2021.

[added: If a published U.S. dollar LIBOR rate is unavailable] after 2021, the interest rates on these instruments which are indexed to LIBOR will be determined using alternative methods, which may result in interest obligations which are more than or do not otherwise correlate over time with the payments that would have been made on such debt if U.S. dollar LIBOR was available in its current form.

Further, the same costs and risks that may lead to the unavailability of U.S. dollar LIBOR may make one or more of the alternative methods impossible or impracticable to [removed: determine.]

Dividends paid by REITs to such stockholders are generally not eligible for that rate, but under [removed: the 2017 Tax Legislation (defined below),] [added: current tax law,] such stockholders may deduct up to 20% of ordinary dividends (i.e., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning [removed: after December 31, 2017 and] before January 1, 2026.

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

[removed: | • |] [added: -] we would not be allowed a deduction for distributions to stockholders in computing our taxable income and would be subject to U.S. federal corporate income tax on our taxable income; [removed: |]

[removed: | • |] [added: -] we also could be subject to the U.S. federal alternative minimum income tax for taxable years prior to 2018 and possibly increased state and local taxes; and [removed: |]

[removed: | • |] [added: -] unless we are entitled to relief under applicable statutory provisions, we could not elect to be taxed as a REIT for four taxable years following a year during which we were disqualified. [removed: |]

[removed: Also, we must] make distributions to stockholders aggregating annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding net capital gains, and we will be subject to U.S. federal corporate income tax to the extent we distribute less than 100% of our REIT taxable income, without regard to the dividends paid deduction and including net capital gains.

[added: If a Subsidiary REIT were to fail to qualify as a] REIT, then (i) that Subsidiary REIT would become subject to U.S. federal income tax, (ii) shares in such Subsidiary REIT would cease to be qualifying assets for purposes of the asset tests applicable to REITs, and (iii) it is possible that we would fail certain of the asset tests applicable to REITs, in which event we would fail to qualify as a REIT unless we could avail ourselves of certain relief provisions.

Although we believe that we have been organized and have operated in a manner that is intended to allow us to qualify for taxation as a REIT, we can give no assurance that we have qualified or will continue to qualify as a REIT for [added: U.S. federal income] tax purposes.

We, jointly with [added: certain corporate subsidiaries, including] Extra Space Management, Inc., elected to treat [removed: Extra Space Management, Inc.] [added: each such subsidiary] as a taxable REIT subsidiary (“TRS”) of our Company for U.S. federal income tax purposes.

A TRS is subject to U.S. federal corporate income [removed: tax] [added: tax, and may also be subject to state and local taxes,] on its taxable income.

To the extent that we are, or [added: any of] our [removed: TRS] [added: TRSs] is, required to pay U.S. federal, state or local taxes, we will have less cash available for distribution to stockholders.

providers.

processing, transmission and storage of confidential tenant and other sensitive information.

The COVID-19 pandemic or other pandemics could adversely affect our results of operations.

During 2020, the United States and other countries around the world have been experiencing a major health pandemic related to COVID-19, which has created considerable instability and disruption in the U.S. and world economies.

Governmental authorities in impacted regions are taking varied and sometimes dramatic action in an effort to slow the spread of COVID-19.

Federal, state and local jurisdictions have issued varying forms of states of emergency orders.

We are working to comply within the framework of local, county, state and federal laws as they evolve.

In that regard, we have implemented a wide range of practices to protect and support our employees and customers.

Such measures include instituting “work from home” measures at our corporate offices and call center, instituting a contactless rental process that allows our on-site employees to continue to rent storage units without physical interaction, and providing personal protective equipment to on-site employees providing essential functions so that hygiene and “social distancing” standards can be effectively managed and applied.

We have transitioned many of our interactions between customers and leasing and support staff to on-line and telephonic communications.

Due to the COVID-19 pandemic, our customers may be impacted, including through unemployment, which may impact their ability to pay rent or renew their leases.

Our business has been impacted by COVID-19 in several ways, including reductions in new rentals and vacates due to stay-at home orders and other restrictions, lower achieved rental rates from new customers, fewer existing customer rent increases, reduced late fee collection and impaired ability to hold auctions resulting in higher accounts receivable and bad debt.

These impacts from COVID-19 were especially prevalent during the second quarter of 2020.

As restrictions began to lessen during the second half of 2020, we saw some return toward normalcy, including higher achieved rates, accounts receivable and collections less than 60 days returning to historical norms, and auctions being held in most locations.

As a result of the reductions in vacates, we saw record occupancy levels in the latter half of 2020.

Although the self-storage industry has historically been resilient to ordinary market downturns, the impact of the COVID-19 pandemic on the U.S. and world economies generally, and on our future results in particular, could be significant and will largely depend on future developments, which are highly uncertain and cannot be predicted.

This includes new information which may emerge concerning the severity of COVID-19, the success of actions taken to contain or treat COVID-19 and reactions by consumers, companies, governmental entities and capital markets.

or by number of shares, whichever is more restrictive) of our outstanding common stock or 7.0% (by value or by number of shares, whichever is more restrictive) of our outstanding capital stock.

In November 2020, the Federal Reserve Board along with various independent groups announced the potential for certain USD LIBOR tenors to continue to be published until June 2023.

This change would allow most legacy USD LIBOR contracts to mature before disruptions occur in the USD LIBOR market, without the need to transition those contracts to SOFR.

We are not able to predict when LIBOR may be limited or discontinued or when there will be sufficient liquidity in the SOFR market.

Due to the extension noted above, we currently expect that all of our then-outstanding contracts indexed to LIBOR will be required to be transitioned to an alternative rate by June 30, 2023.

However, it is possible that LIBOR may be discontinued or our contracts may be transitioned to an alternative rate (which may or may not be a SOFR-based rate) prior to then.

determine.

Also, we must

or investments on satisfactory terms or at all.

| | |

| --- | --- |

If a published U.S. dollar LIBOR rate is unavailable

In addition, the relative

The federal tax legislation enacted in December 2017, commonly known as the Tax Cuts and Jobs Act (the “2017 Tax Legislation”), has significantly changed the U.S. federal income taxation of U.S. businesses and their owners, including REITs and their stockholders.

The legislation remains unclear in many respects and could still be subject to amendments, technical corrections, interpretations and implementing regulations by the U.S. Department of Treasury and the IRS, any of which could lessen or increase the impact of the legislation.

If a Subsidiary REIT were to fail to qualify as a

For a discussion of such risk factors, see the section in this Form 10-K entitled “Risk Factors.” Dollar amounts in thousands, except share and per share [removed: data.*][added: data, unless otherwise stated.*]

[added: Primary sources of revenue for our storage operations] segment include rents received from tenants under leases at each of our wholly-owned stores.

If we are determined to be the primary beneficiary of the VIE, the assets, liabilities and operations of the VIE are consolidated within [removed: our financial statements.]

As of December 31, [added: 2020 and] 2019, we had no consolidated VIEs.

REAL ESTATE ASSETS: We account for the acquisition of stores, including by merger and other acquisitions of real estate, in accordance with ASC 805-10, "*Business Combinations."* We use our judgment to determine if assets acquired meet the definition of a business or if the acquisition should be considered an asset [removed: acquisition subsequent to our January 1, 2017 adoption of ASU 2017-01, *"Business Combinations (Topic 805) - Clarifying the Definition of a Business."* We must make significant assumptions and estimates in determining the fair value of the tangible and intangible assets and liabilities acquired and consideration transferred.][added: acquisition.]

[added: These assumptions and estimates require judgment, and therefore others could come to] materially different conclusions as to the estimated fair values, which could result in differences in depreciation and amortization expense, gains and losses on the sale of real estate assets, and real estate and intangible asset values.

No material impairments were recorded in the year ended December 31, [removed: 2019.][added: 2020.]

As a REIT, we are not subject to [added: U.S.] federal income tax with respect to that portion of our income which meets certain criteria and is distributed annually to our stockholders.

For any taxable year that we fail to qualify as a REIT and for which applicable statutory relief provisions did not apply, we would be subject to [added: U.S.] federal corporate income tax on all of our taxable income for at least that year and the ensuing four years.

We have elected to treat [removed: one of our] [added: certain] corporate subsidiaries, [added: including] Extra Space Management, Inc., as a TRS.

In general, [removed: our] [added: a] TRS may perform additional services for tenants and generally may engage in any real estate or non-real estate related business.

If tax authorities determine that amounts paid by [added: any of] our [removed: TRS] [added: TRSs] to us are not reasonable compared to similar arrangements among unrelated parties, we could be subject to a penalty tax on the excess payments.

Comparison of the Year [removed: Ended December] [added: Ended December] 31, [removed: 2019 to] [added: 2019 to] the Year [removed: Ended December] [added: Ended December] 31, 2018

Results for the year ended December 31, [removed: 2019] [added: 2020] included the operations of [removed: 1,171] [added: 1,197] stores [removed: (925] [added: (944] wholly-owned, [removed: five] [added: six] in consolidated joint ventures, and [removed: 241] [added: 247] in joint ventures accounted for using the equity method) compared to the results for the year ended December 31, [removed: 2018,] [added: 2019,] which included the operations of [removed: 1,111] [added: 1,171] stores [removed: (878] [added: (925] wholly-owned, [removed: four] [added: five] in a consolidated joint venture, and [removed: 229] [added: 241] in joint ventures accounted for using the equity method).

[removed: ][added: ]

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

| | [removed: 2019] | | [added: 2020] | | [removed: 2018] | | | | [added: 2019 | | | | | |] $ Change | | | | [added: | |] % Change | | [added: |]

| Management fees and other income | [added: | | 52,129 | | | | | |] 49,890 | | | | [removed: 41,757] | | [added: 2,239] | | [removed: 8,133] | | | | [removed: 19.5] [added: 4.5] | [added: |] % |

Property Rental—The increase in property rental revenues for the year ended December 31, [removed: 2019] [added: 2020] was primarily the result of an increase of [removed: $53,627] [added: $25,242] associated with acquisitions completed in [removed: 2019] [added: 2020] and [removed: 2018.][added: 2019.]

We acquired [added: 23 stores during the year ended December 31, 2020 and we acquired] 21 stores and added 27 leased properties (as part of a new net lease agreement) during the year ended December 31, [removed: 2019, and acquired 34 stores during the year ended December 31, 2018.][added: 2019.]

Property rental revenue also increased by [removed: $33,654] [added: $3,755] during the year ended December 31, [removed: 2019] [added: 2020] as a result of increases in [removed: rental rates to new and existing customers] [added: occupancy] at our [added: lease-up stores, which was partially offset by a decrease of $(1,301) at our] stabilized stores.

Tenant Reinsurance—The increase in tenant reinsurance revenues was due primarily to an increase in [added: the number of] stores [removed: operated.][added: operated and the higher occupancy at both our lease up and mature sites.]

We operated [removed: 1,817] [added: 1,921] stores at December 31, [removed: 2019,] [added: 2020,] compared to [removed: 1,647] [added: 1,817] stores at December 31, [removed: 2018.][added: 2019.]

The increase for the year ended December 31, [removed: 2019] [added: 2020] was primarily due to an increase in the number of stores [removed: managed and] [added: managed, offset by non-recurring] transaction fees earned in 2019.

As of December 31, [removed: 2019] [added: 2020,] we managed [removed: 892] [added: 977] stores for third parties and joint ventures compared to [removed: 769] [added: 892] stores as of December 31, [removed: 2018.][added: 2019.]

| General and administrative | [removed: 89,418] | | | | [removed: 81,256] | | | | [removed: 8,162] | | | | [removed: 10.0] | [removed: %] | [added: 96,594 | | | | | | 89,418 | | |]

| Depreciation and amortization | [removed: 219,857] | | [added: $] | [added: 224,444] | [removed: 209,050] | | | | [removed: 10,807] [added: $] | [added: 219,857] | | | [removed: 5.2] | [removed: %] | [added: $ | 209,050 | |]

| Total expenses | [added: | |] $ | [removed: 674,701] [added: 708,147] | | | [added: | |] $ | [removed: 607,708] [added: 674,701] | | | [added: | |] $ | [removed: 66,993] [added: 33,446] | | | [removed: 11.0] | [added: | 5.0 | |] % |

Property Operations—The increase in property operations expense consists primarily of an increase of [removed: $28,463] [added: $19,954] related to acquisitions completed in [removed: 2019] [added: 2020] and [removed: 2018.][added: 2019.]

We acquired [added: 23 stores during the year ended December 31, 2020 and acquired] 21 stores and added 27 leased properties (as part of a new net lease agreement) during the year ended December 31, [removed: 2019 and acquired 34 stores during the year ended December 31, 2018.][added: 2019.]

There was also an increase of [removed: $14,458] [added: $3,932] related to increases in property taxes [removed: and marketing expenses] at stabilized stores.

| Gain on real estate transactions | [removed: $] | [removed: 1,205] | | | [removed: $] | [removed: 30,807] [added: (18,075)] | | | [removed: $] | [removed: (29,602] | [removed: )] | [added: (1,205)] | [removed: (96.1] | [removed: )%] | [added: | | | (30,807) | | |]

| Non-cash interest expense related to amortization of discount on equity component of exchangeable senior notes | [removed: (4,742] | | [removed: )] [added: (3,675)] | | [removed: (4,687] | | [removed: )] | | [removed: (55] [added: (4,742)] | | [removed: )] | | [removed: 1.2] | [added: | 1,067 | | | | | | (22.5) | |] % |

| Income tax expense | [removed: (11,308] | | [removed: )] | | [removed: (9,244] | | [removed: )] | | [removed: (2,064] | | [removed: )] | | [removed: 22.3] | [removed: %] | [added: 13,810 | | | | | | 11,308 | | |]

| Total other expense, net | [added: | |] $ | [removed: (182,630] [added: (130,483)] | [removed: )] | | [added: | |] $ | [removed: (141,816] [added: (182,630)] | [removed: )] | | [added: | |] $ | [removed: (40,814] [added: 52,147] | [removed: )] | | [removed: 28.8] | [added: | (28.6) | |] % |

[removed: Gain on Real Estate Transactions —] The gain of $1,205 for the year ended December 31, [removed: 2019] [added: 2019,] was a result of the sale of one property in New York for $11,272.

Interest Expense—The [removed: increase] [added: decrease] in interest expense during the year ended December 31, [removed: 2019] [added: 2020] was primarily the result of a [removed: higher] [added: lower] average [removed: debt balance] [added: interest rate] when compared to the same period in the prior year.

Information on the total face value of debt and the average interest rate for each quarter during the years ended December 31, [removed: 2019] [added: 2020] and December 31, [removed: 2018] [added: 2019] is set forth in the following table:

| | [added: | |] For the Three Months Ended December 31, | | | | [added: | | | | | | | |] For the Three Months Ended September 30, | | | | [added: | | | | | | | |] For the Three Months Ended June 30, | | | | [added: | | | | | | | |] For the Three Months Ended March 31, | | | [added: | | | | | |]

| | [removed: 2019] | | [removed: 2018] | | [removed: 2019] | [added: 2020] | [removed: 2018] | | [added: | | |] 2019 | | [removed: 2018] | | [removed: 2019] | | 2018 | [added: | |]

our financial statements.

We must make significant assumptions and estimates in determining the fair value of the tangible and intangible assets and liabilities acquired and consideration transferred.

These fair value estimates are sensitive to: price of land per square foot and current replacement cost estimates, including adjustments for the age, class, height, square footage, condition, location, and turnkey factor.

A TRS is subject to U.S. federal corporate income tax and may also be subject to state and local income taxes.

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

| Property rental | | | $ | 1,157,522 | | | | | $ | 1,130,177 | | | | | $ | 27,345 | | | | | 2.4 | | % |

| Tenant reinsurance | | | 146,561 | | | | | | 128,387 | | | | | | 18,174 | | | | | | 14.2 | | % |

| Total revenues | | | $ | 1,356,212 | | | | | $ | 1,308,454 | | | | | $ | 47,758 | | | | | 3.6 | | % |

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

| Property operations | | | $ | 360,615 | | | | | $ | 336,050 | | | | | $ | 24,565 | | | | | 7.3 | | % |

| Tenant reinsurance | | | 26,494 | | | | | | 29,376 | | | | | | (2,882) | | | | | | (9.8) | | % |

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

| Depreciation and amortization | | | 224,444 | | | | | | 219,857 | | | | | | 4,587 | | | | | | 2.1 | | % |

The decrease in tenant reinsurance expense for the year ended December 31, 2020 was due primarily to a reduction in the number of claims as well as a decrease in the overall average payout on individual claims when compared to the year ended December 31, 2019.

During the year ended December 31, 2020, we recorded an additional $1,823 in compensation expense as a result of modifications to the terms of the stock-based awards related to the retirement of an executive in June 2020.

We acquired 23 stores and completed the development of a consolidated joint venture store during the year ended December 31, 2020, and acquired 21 operating stores during the year ended December 31, 2019.

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| | | | 2020 | | | | | | 2019 | | | | | | $ Change | | | | | | % Change | | |

| Gain on real estate transactions | | | $ | 18,075 | | | | | $ | 1,205 | | | | | $ | 16,870 | | | | | 1,400.0 | | % |

| Interest expense | | | (168,626) | | | | | | (186,526) | | | | | | 17,900 | | | | | | (9.6) | | % |

| Interest income | | | 15,192 | | | | | | 7,467 | | | | | | 7,725 | | | | | | 103.5 | | % |

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

| Equity in earnings and dividend income from unconsolidated real estate entities | | | 22,361 | | | | | | 11,274 | | | | | | 11,087 | | | | | | 98.3 | | % |

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

Gain on Real Estate Transactions — The gain of $18,075 for the year ended December 31, 2020 was primarily the result of the sale of four properties in Florida for a total sales price of $46,592.

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| | | | 2020 | | | | | | 2019 | | | | | | 2020 | | | | | | 2019 | | | | | | 2020 | | | | | | 2019 | | | | | | 2020 | | | | | | 2019 | | |

As of December 31, 2020 the exchangeable senior notes were paid off in full.

We also purchased a senior mezzanine note receivable with a principal amount of $103,000 in July 2020.

The increase in interest income during the year ended December 31, 2020 was primarily the result of interest earned on these loans as well as interest earned from our investment in preferred stock of Jernigan Capital, Inc. ("JCAP"), in connection with the acquisition of JCAP by affiliates of NexPoint Advisors, L.P., which was purchased in November 2020 for $300,000.

Dividend income represents dividends from our investment in convertible preferred stock of SmartStop, which was purchased in October 2019 for $150,000 with another $50,000 invested in October 2020.

The increase in earnings for the year ended December 31, 2020 is due primarily to the dividend income related to the SmartStop preferred stock.

consolidated financial statements.

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Primary sources of revenue for our storage operations

As of December 31, 2018, our Operating Partnership had notes payable to one trust that was considered a VIE.

Since the Operating Partnership was not the primary beneficiary of the trust, this VIE was not consolidated.

These assumptions and estimates require judgment, and therefore others could come to

A TRS is subject to federal corporate income tax.

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| Revenues: | | | | | | | | | | | | | | |

| Property rental | $ | 1,130,177 | | | $ | 1,039,340 | | | $ | 90,837 | | | 8.7 | % |

| Tenant reinsurance | 128,387 | | | | 115,507 | | | | 12,880 | | | | 11.2 | % |

| Total revenues | $ | 1,308,454 | | | $ | 1,196,604 | | | $ | 111,850 | | | 9.3 | % |

| Expenses: | | | | | | | | | | | | | | |

| Property operations | $ | 336,050 | | | $ | 291,695 | | | $ | 44,355 | | | 15.2 | % |

| Tenant reinsurance | 29,376 | | | | 25,707 | | | | 3,669 | | | | 14.3 | % |

The change was due primarily to the increase in the number of stores we owned and/or managed and an increase in the overall average payout on claims.

We acquired 21 stores and added 27 leased properties (as part of a new net lease agreement) during the year ended December 31, 2019, and acquired 34 operating stores during the year ended December 31, 2018.

| Interest expense | (186,526 | | ) | | (178,436 | | ) | | (8,090 | | ) | | 4.5 | % |

| Interest income | 7,467 | | | | 5,292 | | | | 2,175 | | | | 41.1 | % |

| Equity in earnings of unconsolidated real estate ventures | 11,274 | | | | 14,452 | | | | (3,178 | | ) | | (22.0 | )% |

During the year ended December 31, 2018, we recorded a $30,671 gain on the sale of one property in California.

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

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

The increase in interest income during the year ended December 31, 2019 was primarily the result of interest earned on these bridge loans.

The decrease in earnings for the year ended December 31, 2019 related primarily to 12 properties that we purchased from joint ventures in January 2019.

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

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| Same-store rental revenues | $ | 1,032,821 | | | $ | 998,224 | | | 3.5% |

| Same-store operating expenses | 289,986 | | | | 276,467 | | | | 4.9% |

| Same-store net operating income | $ | 742,835 | | | $ | 721,757 | | | 2.9% |

Same-store revenues for the year ended December 31, 2019 increased due to higher rental rates for both new and existing customers.

| | | | | | | | |

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

| | 2019 | | | | 2018 | | |

| Equity in earnings of unconsolidated joint ventures | (11,274 | | ) | | (14,452 | | ) |

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

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

| | 2019 | | | | 2018 | | | | 2017 | | |

| Depreciation and amortization | $ | 219,857 | | | $ | 209,050 | | | $ | 193,296 | |

As of December 31, [removed: 2019,] [added: 2020,] we had approximately [removed: $5.1 billion] [added: $5,767,771] in total face value debt, of which approximately [removed: $1.1 billion] [added: $2,130,551] 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 would increase or decrease future earnings and cash flows by approximately [removed: $10.8 million] [added: $21,306] annually.

As of December 31, [removed: 2019] [added: 2020] we owned and/or operated [removed: 1,817] [added: 1,921] stores in 40 states, Washington, D.C. and Puerto Rico, comprising approximately [removed: 140] [added: 149.2] million square feet of net rentable space in approximately [removed: 1.3] [added: 1.4] million units.

Margolis, Chief Executive Officer, [removed: 15] [added: 16] years; Scott Stubbs, Executive Vice President and Chief Financial Officer, [removed: 19] [added: 20] years; Samrat Sondhi, Executive Vice President and Chief [removed: Operating] [added: Marketing] Officer, [removed: 17] [added: 18] years; Gwyn McNeal, Executive Vice President and Chief Legal Officer, [removed: 14] [added: 15] years; [removed: James Overturf,] [added: Matt Herrington,] Executive Vice President and Chief [removed: Marketing] [added: Operations] Officer, [removed: 21] [added: 13 years; Noah Springer, Executive Vice President and Chief Strategy and Partnership Officer, 15 years; Zach Dickens, Executive Vice President and Chief Investment Officer, 18] years.

Our executive management team and board of directors have an ownership position in the Company with executive officers and directors owning approximately [removed: 3,418,462] [added: 2,887,647] shares or [removed: 2.6%] [added: 2.2%] of our outstanding common stock as of February 19, [removed: 2020.][added: 2021.]

The mix of residential tenants using a store is determined by a store’s local demographics and often includes people who are experiencing life changes such as downsizing their living space or others who [removed: are not yet settled into a permanent residence.]

Items that tenants place in self-storage are typically furniture, household items [added: and appliances.]

According to the Self-Storage Almanac (the “Almanac”), in 2014, the national average physical occupancy rate was 89.1% of net rentable square feet, compared to an average physical occupancy rate of [removed: 91.0%] [added: 92.2%] in [removed: 2019.][added: 2020.]

According to the Almanac, as of the end of [removed: 2019,] [added: 2020,] the top ten self-storage companies in the United States operated approximately [removed: 20.6%] [added: 21.4%] of the total U.S. stores, and the top 50 self-storage companies operated approximately [removed: 26.7%] [added: 27.4%] of the total U.S. stores.

These stores purchased at completion of construction (a "Certificate of Occupancy store"), create additional [removed: long term value for our stockholders.]

We are typically able to acquire these assets at a lower price than a stabilized store, and [added: expect greater long term returns on these stores on average.]

We expect that this trend will continue in [removed: 2020] [added: 2021] as we continue to acquire Certificate of Occupancy stores.

[removed: Expand] [added: Grow] our management business

To broaden the opportunities available, we have [removed: recently] implemented a bridge lending program, under which we provide financing to operating properties that we manage.

We anticipate that this program will help us increase our management business, create additional future acquisition opportunities, and strengthen our relationships with partners, all while providing interest [added: and fee] income.

Credit Lines - We have [removed: two] [added: three] credit lines which we primarily use as short term bridge financing until we obtain longer-term financing through either debt or equity.

As of December 31, [removed: 2019,] [added: 2020,] our Credit Lines had available capacity of [removed: $790.0 million,] [added: $1.2 billion,] of which [removed: $632.0] [added: $241.0] million was undrawn.

As of December 31, [removed: 2019,] [added: 2020,] we had $2.2 billion of secured notes payable and [removed: $2.7] [added: $2.6] billion of unsecured notes payable [removed: and senior exchangeable notes] outstanding compared to [removed: $2.9] [added: $2.2] billion of secured notes payable and [removed: $1.9] [added: $2.7] billion of unsecured notes payable and senior exchangeable notes outstanding as of December 31, [removed: 2018.][added: 2019.]

During the year ended December 31, [removed: 2018,] [added: 2020,] we issued [removed: 933,789] [added: 899,048] shares of common stock through our ATM program and received net proceeds of approximately [removed: $90.2] [added: $103.5] million.

Joint [removed: Venture Financing] [added: Ventures] - As of December 31, [removed: 2019,] [added: 2020,] we owned [removed: 246] [added: 253] of our stores through joint ventures with third parties.

For the year ended December 31, [removed: 2019] [added: 2019,] we sold one store located in New York for $11.3 million.

As of December 31, [removed: 2019,] [added: 2020,] we had [removed: 4,048] [added: 4,013] employees and believe our relationship with our employees is good.

are not yet settled into a permanent residence.

The self-storage industry is a mature industry that has seen the average occupancy continue to increase.

Our average occupancy for wholly-owned stores for 2020 was 93.1%.

long term value for our stockholders.

Expand our bridge loan program

We generally originate mortgage loans and mezzanine loans, with the intent to sell the mortgage loans to third parties, while retaining our interests in the mezzanine loans.

Invest in other self-storage businesses selectively

We have recently made investments in preferred stock of other self-storage companies.

These investments benefit us by not only providing dividend income, but also have increased our management business, creating additional future acquisition opportunities through creating and strengthening relationships with the companies in which we invest.

We may pursue additional investment opportunities as they become available.

For the year ended December 31, 2020, we sold four stores located in Florida for $46.6 million.

Our stores are also subject to various state of emergency regulations enacted as a result of the COVID-19 pandemic and expect such regulations to remain in effect throughout 2021.

Human Capital

In 2020, we invited our employees to participate in an employee satisfaction survey.

We achieved an overall satisfaction score of over 90%.

The Company offers competitive health benefits and encourages its employees to participate in employee health and wellness programs.

Over 70% of our employees who are enrolled in our health plan participate in these programs.

We offer individualized counseling to our employees to assist them with their journey towards better health.

We also offer other health-oriented benefits such as smoking cessation programs and a fitness program that allows for reimbursements to employees for expenses incurred relating to fit-friendly activities, sports or exercise equipment.

In order to attract and retain top talent, we offer training and development opportunities for our employees.

In 2020, we invested in training and development for our employees, which included leadership training, communication training, individual learning plans, site manager training and mentorship programs.

Our field employees received on average 8.2 hours of training in 2020.

Additionally, the Company provides its employees with an education assistance program through Western Governors University that allows our employees a path to an undergraduate degree in business or information technology through scholarships and other assistance.

The Company has always valued the safety of our employees and provides regular training for our employees to increase safety at our sites.

During the pandemic, we chose to close our doors to in-person customers until we could install personal protective equipment for our employees.

We understood that such a dramatic move would affect our revenues, but felt that as a company it was more important to ensure the safety of our employees.

We moved quickly to put the necessary equipment in place and reopened with a safer and more sanitized environment for our employees.

The Company undertakes a wide spectrum of initiatives to attract and retain a diverse workforce.

The Company has a Diversity and Inclusion Committee that has been active since 2018.

During 2020, the Company launched implicit bias and allyship training for its employees, produced videos featuring our CEO discussing the importance of diversity and inclusion to the Company.

The Company will continue to implement and pursue diversity and inclusion initiatives and goals that allow us to attract and retain top talent, improve employee engagement, increase innovation and customer insight and enhance the quality of our decision making.

Forbes Magazine recently named the Company as a Best Employer for Diversity in 2020.

We believe that our emphasis on training and development, employee safety, employee health and well-being, and a commitment to diversity and inclusion leads to an increase in employee productivity and positions us to attract and retain top diverse talent.

and appliances.

Since inception in the early 1970’s, the self-storage industry has experienced significant growth.

The self-storage industry has also seen increases in occupancy over the past several years.

expect greater long term returns on these stores on average.

The total balance of bridge loans receivable as of December 31, 2019 was $43.6 million.

Employees

[removed: FORM 10-K][added: FORM 10-K]

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

For the fiscal year [removed: ended] [added: ended] December 31, [removed: 2019][added: 2020]

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

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

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

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

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

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

| Title of each class | [added: | |] Trading symbol | [added: | |] Name of each exchange on which registered | [added: | |]

| Common Stock, $0.01 par value | [added: | |] EXR | [added: | |] New York Stock Exchange | [added: | |]

| Large accelerated filer | | [added: | | | |] ☒ | | [added: | | | |] Accelerated filer | | [added: | | | |] ☐ | [added: | |]

| Non-accelerated filer | | [added: | | | |] ☐ | | [added: | | | |] Smaller reporting company | | [added: | | | |] ☐ | [added: | |]

| | | | | [added: | | | | | | | |] Emerging growth company | | [added: | | | |] ☐ | [added: | |]

The aggregate market value of the common stock held by non-affiliates of the registrant was [removed: $13,214,610,280] [added: $11,637,515,440] based upon the closing price on the New York Stock Exchange on June [removed: 28, 2019,] [added: 30, 2020,] the last business day of the registrant’s most recently completed second fiscal quarter.

The number of shares outstanding of the registrant’s common stock, $0.01 par value per share, as [removed: of February] [added: of February] 19, [removed: 2020 was 129,613,332.][added: 2021 was 132,033,131.]

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: 2020] [added: 2021] are incorporated by reference into Part III of this Annual Report on Form 10-K.

For the Year Ended December 31, [removed: 2019][added: 2020]

| Item 1. | [removed: [Business](#s03A33ECE8C795EDEA327AB80C19C94E3)] | [removed: [4](#s03A33ECE8C795EDEA327AB80C19C94E3)] | [added: [Business](#iee212e03ad584b3dbd0ab424a97eef2b_16) | | | [4](#iee212e03ad584b3dbd0ab424a97eef2b_16) | | |]

| Item 1A. | [added: | |] [Risk [removed: Factors](#s4CC0CDF4810B5C4EA34779DC59659F94)] [added: Factors](#iee212e03ad584b3dbd0ab424a97eef2b_19)] | [removed: [7](#s4CC0CDF4810B5C4EA34779DC59659F94)] | [added: | [8](#iee212e03ad584b3dbd0ab424a97eef2b_19) | | |]

| Item 1B. | [added: | |] [Unresolved Staff [removed: Comments](#s36F4833FB4035837829620F76D9A4C9A)] [added: Comments](#iee212e03ad584b3dbd0ab424a97eef2b_22)] | [removed: [14](#s36F4833FB4035837829620F76D9A4C9A)] | [added: | [15](#iee212e03ad584b3dbd0ab424a97eef2b_22) | | |]

| Item 2. | [removed: [Properties](#s62D28A9F30445980BA128FDBBEB16533)] | [removed: [14](#s62D28A9F30445980BA128FDBBEB16533)] | [added: [Properties](#iee212e03ad584b3dbd0ab424a97eef2b_25) | | | [15](#iee212e03ad584b3dbd0ab424a97eef2b_25) | | |]

| Item 3. | [added: | |] [Legal [removed: Proceedings](#s45A637C282575389ACFBB78782141EF1)] [added: Proceedings](#iee212e03ad584b3dbd0ab424a97eef2b_28)] | [removed: [15](#s45A637C282575389ACFBB78782141EF1)] | [added: | [16](#iee212e03ad584b3dbd0ab424a97eef2b_28) | | |]

| Item 4. | [added: | |] [Mine Safety [removed: Disclosures](#s77C0F49B84F754F588AF6E2F6643B9FA)] [added: Disclosures](#iee212e03ad584b3dbd0ab424a97eef2b_31)] | [removed: [15](#s77C0F49B84F754F588AF6E2F6643B9FA)] | [added: | [16](#iee212e03ad584b3dbd0ab424a97eef2b_31) | | |]

| Item 5. | [added: | |] [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s730783EB9D165DBB8145792BACA25166)] [added: Securities](#iee212e03ad584b3dbd0ab424a97eef2b_37)] | [removed: [15](#s730783EB9D165DBB8145792BACA25166)] | [added: | [16](#iee212e03ad584b3dbd0ab424a97eef2b_37) | | |]

| Item 6. | [added: | |] [Selected Financial [removed: Data](#s9A1A4715A0605DAF9728835EE56D3166)] [added: Data](#iee212e03ad584b3dbd0ab424a97eef2b_40)] | [removed: [15](#s9A1A4715A0605DAF9728835EE56D3166)] | [added: | [16](#iee212e03ad584b3dbd0ab424a97eef2b_40) | | |]

| Item 7. | [added: | |] [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s9A3EF02BFCA35C008050E8702F35335E)] [added: Operations](#iee212e03ad584b3dbd0ab424a97eef2b_43)] | [removed: [16](#s9A3EF02BFCA35C008050E8702F35335E)] | [added: | [17](#iee212e03ad584b3dbd0ab424a97eef2b_43) | | |]

| Item 7A. | [added: | |] [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s4010DFA7F1B7536A993ECB7D8786FA01)] [added: Risk](#iee212e03ad584b3dbd0ab424a97eef2b_76)] | [removed: [26](#s4010DFA7F1B7536A993ECB7D8786FA01)] | [added: | [26](#iee212e03ad584b3dbd0ab424a97eef2b_76) | | |]

| Item 8. | [added: | |] [Financial Statements and Supplementary [removed: Data](#s4C90768BA0EF5B0FA16116635CFA8578)] [added: Data](#iee212e03ad584b3dbd0ab424a97eef2b_79)] | [removed: [27](#s4C90768BA0EF5B0FA16116635CFA8578)] | [added: | [27](#iee212e03ad584b3dbd0ab424a97eef2b_79) | | |]

| Item 9. | [added: | |] [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#sBB300ABDEA9256E39E073B0426A7FC34)] [added: Disclosure](#iee212e03ad584b3dbd0ab424a97eef2b_211)] | [removed: [72](#sBB300ABDEA9256E39E073B0426A7FC34)] | [added: | [73](#iee212e03ad584b3dbd0ab424a97eef2b_211) | | |]

| Item 9A. | [added: | |] [Controls and [removed: Procedures](#sBD613FCBE558513AA7EAE08147ADA08E)] [added: Procedures](#iee212e03ad584b3dbd0ab424a97eef2b_214)] | [removed: [72](#sBD613FCBE558513AA7EAE08147ADA08E)] | [added: | [73](#iee212e03ad584b3dbd0ab424a97eef2b_214) | | |]

| Item 9B. | [added: | |] [Other [removed: Information](#s8F3DCE9C3ABE53BCABD8456C6F2B4945)] [added: Information](#iee212e03ad584b3dbd0ab424a97eef2b_217)] | [removed: [73](#s8F3DCE9C3ABE53BCABD8456C6F2B4945)] | [added: | [74](#iee212e03ad584b3dbd0ab424a97eef2b_217) | | |]

| [PART [removed: III](#sB28220E8B1D251C8AF22DA676D0B3405)] [added: III](#iee212e03ad584b3dbd0ab424a97eef2b_220)] | | [removed: [74](#sB28220E8B1D251C8AF22DA676D0B3405)] | [added: | | | [75](#iee212e03ad584b3dbd0ab424a97eef2b_220) | | |]

| Item 10. | [added: | |] [Directors, Executive Officers and Corporate [removed: Governance](#s5CFB949E0EED5FA09DC61EC4A23A751E)] [added: Governance](#iee212e03ad584b3dbd0ab424a97eef2b_223)] | [removed: [74](#s5CFB949E0EED5FA09DC61EC4A23A751E)] | [added: | [75](#iee212e03ad584b3dbd0ab424a97eef2b_223) | | |]

| Item 11. | [added: | |] [Executive [removed: Compensation](#s19A6BB52240554508C2DA94077B7DC43)] [added: Compensation](#iee212e03ad584b3dbd0ab424a97eef2b_226)] | [removed: [74](#s19A6BB52240554508C2DA94077B7DC43)] | [added: | [75](#iee212e03ad584b3dbd0ab424a97eef2b_226) | | |]

| Item 12. | [added: | |] [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s46F5A74D18D45E7196F5CB6269A36162)] [added: Matters](#iee212e03ad584b3dbd0ab424a97eef2b_229)] | [removed: [74](#s46F5A74D18D45E7196F5CB6269A36162)] | [added: | [75](#iee212e03ad584b3dbd0ab424a97eef2b_229) | | |]

| Item 13. | [added: | |] [Certain Relationships and Related Transactions, and Director [removed: Independence](#s01C9308494A35943A580B601FBCC2C73)] [added: Independence](#iee212e03ad584b3dbd0ab424a97eef2b_232)] | [removed: [74](#s01C9308494A35943A580B601FBCC2C73)] | [added: | [75](#iee212e03ad584b3dbd0ab424a97eef2b_232) | | |]

| Item 14. | [added: | |] [Principal Accounting Fees and [removed: Services](#sF5C5DDB5C29355D3A0C2C8488C593B39)] [added: Services](#iee212e03ad584b3dbd0ab424a97eef2b_235)] | [removed: [74](#sF5C5DDB5C29355D3A0C2C8488C593B39)] | [added: | [75](#iee212e03ad584b3dbd0ab424a97eef2b_235) | | |]

| Item 15. | [added: | |] [Exhibits and Financial Statement [removed: Schedules](#s250D542E2FFA5826A8235CCBBE96D291)] [added: Schedules](#iee212e03ad584b3dbd0ab424a97eef2b_241)] | [removed: [75](#s250D542E2FFA5826A8235CCBBE96D291)] | [added: | [76](#iee212e03ad584b3dbd0ab424a97eef2b_241) | | |]

| Item 16. | [added: | |] [Form 10-K [removed: Summary](#s4447f73a85fd4b79a89252ca6e3b769a)] [added: Summary](#iee212e03ad584b3dbd0ab424a97eef2b_244)] | [removed: [75](#s250D542E2FFA5826A8235CCBBE96D291)] | [added: | [76](#iee212e03ad584b3dbd0ab424a97eef2b_241) | | |]

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

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| [PART I](#iee212e03ad584b3dbd0ab424a97eef2b_13) | | | | | | [4](#iee212e03ad584b3dbd0ab424a97eef2b_13) | | |

| [PART II](#iee212e03ad584b3dbd0ab424a97eef2b_34) | | | | | | [16](#iee212e03ad584b3dbd0ab424a97eef2b_34) | | |

| [PART IV](#iee212e03ad584b3dbd0ab424a97eef2b_238) | | | | | | [76](#iee212e03ad584b3dbd0ab424a97eef2b_238) | | |

| [SIGNATURES](#iee212e03ad584b3dbd0ab424a97eef2b_247) | | | | | | [78](#iee212e03ad584b3dbd0ab424a97eef2b_247) | | |

*•impacts from the COVID-19 pandemic or the future outbreak of other highly infectious or contagious diseases, including reduced demand for self-storage space and ancillary products and services such as tenant reinsurance, and potential decreases in occupancy and rental rates and staffing levels, which could adversely affect our results;*

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

| [PART I](#s05C62957644A54938615ED21CD071DC8) | | [4](#s05C62957644A54938615ED21CD071DC8) |

| [PART II](#sDF5AB04D3ED15CB5ACB0021AD7E52C47) | | [15](#sDF5AB04D3ED15CB5ACB0021AD7E52C47) |

| [PART IV](#s40351E99F17E5372B8BF2E8D3176733C) | | [75](#s40351E99F17E5372B8BF2E8D3176733C) |

| [SIGNATURES](#s9EA941DB416D589EA05C0B66FA5E8835) | | [78](#s9EA941DB416D589EA05C0B66FA5E8835) |

As of December 31, [removed: 2019,] [added: 2020,] we owned or had ownership interests in [removed: 1,171] [added: 1,197] operating stores.

Of these stores, [removed: 925] [added: 944] are wholly-owned, [removed: five] [added: six] are in consolidated joint ventures, and [removed: 241] [added: 247] are in unconsolidated joint ventures.

In addition, we managed [removed: 646] [added: 724] stores for third parties bringing the total number of stores which we own and/or manage to [removed: 1,817.][added: 1,921.]

[removed: ][added: ]

As of December 31, [removed: 2019,] [added: 2020,] approximately [removed: 1,015,000] [added: 1,135,000] tenants were leasing storage units at the 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: 2019,] [added: 2020,] the average length of stay was approximately [removed: 15.8] [added: 15.4] months.

The average annual rent per square foot for our existing customers at stabilized stores, net of discounts and bad debt, was [removed: $16.43] [added: $16.33] for the year ended December 31, [removed: 2019,] [added: 2020,] compared to [removed: $15.92] [added: $16.39] for the year ended December 31, [removed: 2018.][added: 2019.]

Average annual rent per square foot for new leases was [removed: $18.12] [added: $14.81] for the year ended December 31, [removed: 2019,] [added: 2020,] compared to [removed: $17.57] [added: $14.88] for the year ended December 31, [removed: 2018.][added: 2019.]

The average discounts, as a percentage of rental revenues, during these periods were [removed: 3.5%] [added: 3.1%] and [removed: 4.2%,] [added: 3.6%,] respectively.

| | [added: | |] REIT Owned | | | | [added: | |] JV Owned | | | | [added: | |] Managed | | | | [added: | |] Total | | | | [added: | |]

| Location | [added: | |] Property [removed: Count (1)] [added: Count (1)] | | [added: |] Net Rentable Square Feet | | [added: |] Property Count | | [added: |] Net Rentable Square Feet | | [added: |] Property Count | | [added: |] Net Rentable Square Feet | | [added: |] Property Count | | [added: |] Net Rentable Square Feet | | [added: |]

(1) REIT owned property count includes [removed: five] [added: six] stores owned in consolidated joint ventures.

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

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

| | | | As of December 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | |

| Alabama | | | 9 | | | 617,715 | | | 1 | | | 75,801 | | | 15 | | | 1,058,586 | | | 25 | | | 1,752,102 | | |

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

| Arizona | | | 23 | | | 1,623,320 | | | 7 | | | 468,721 | | | 20 | | | 1,639,600 | | | 50 | | | 3,731,641 | | |

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

| California | | | 168 | | | 12,891,223 | | | 41 | | | 3,009,131 | | | 69 | | | 6,522,683 | | | 278 | | | 22,423,037 | | |

| Colorado | | | 17 | | | 1,153,426 | | | 2 | | | 186,273 | | | 23 | | | 1,713,088 | | | 42 | | | 3,052,787 | | |

| Connecticut | | | 7 | | | 531,103 | | | 7 | | | 629,770 | | | 5 | | | 350,141 | | | 19 | | | 1,511,014 | | |

| Delaware | | | — | | | — | | | 1 | | | 76,645 | | | 2 | | | 137,913 | | | 3 | | | 214,558 | | |

| Florida | | | 92 | | | 7,090,681 | | | 32 | | | 2,656,880 | | | 97 | | | 7,636,180 | | | 221 | | | 17,383,741 | | |

| Georgia | | | 66 | | | 5,145,036 | | | 6 | | | 511,117 | | | 20 | | | 1,408,534 | | | 92 | | | 7,064,687 | | |

| Hawaii | | | 13 | | | 847,504 | | | — | | | — | | | 4 | | | 211,654 | | | 17 | | | 1,059,158 | | |

| Idaho | | | — | | | — | | | — | | | — | | | 7 | | | 712,402 | | | 7 | | | 712,402 | | |

| Illinois | | | 39 | | | 3,439,874 | | | 7 | | | 568,825 | | | 27 | | | 1,995,634 | | | 73 | | | 6,004,333 | | |

| Indiana | | | 15 | | | 949,825 | | | 1 | | | 58,166 | | | 14 | | | 865,908 | | | 30 | | | 1,873,899 | | |

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

| Kansas | | | 1 | | | 50,199 | | | 2 | | | 108,920 | | | 6 | | | 466,285 | | | 9 | | | 625,404 | | |

| Kentucky | | | 11 | | | 931,665 | | | 1 | | | 51,118 | | | 4 | | | 364,689 | | | 16 | | | 1,347,472 | | |

| Louisiana | | | 2 | | | 163,760 | | | — | | | — | | | 8 | | | 672,089 | | | 10 | | | 835,849 | | |

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

| Maryland | | | 31 | | | 2,592,138 | | | 8 | | | 549,074 | | | 34 | | | 2,478,826 | | | 73 | | | 5,620,038 | | |

| Massachusetts | | | 46 | | | 2,968,416 | | | 10 | | | 640,884 | | | 13 | | | 848,599 | | | 69 | | | 4,457,899 | | |

| Michigan | | | 7 | | | 562,399 | | | 4 | | | 313,016 | | | 4 | | | 337,336 | | | 15 | | | 1,212,751 | | |

| Minnesota | | | 6 | | | 478,977 | | | 4 | | | 305,732 | | | 13 | | | 1,050,439 | | | 23 | | | 1,835,148 | | |

| Mississippi | | | 3 | | | 220,182 | | | — | | | — | | | — | | | — | | | 3 | | | 220,182 | | |

| Missouri | | | 5 | | | 332,770 | | | 2 | | | 119,275 | | | 10 | | | 690,704 | | | 17 | | | 1,142,749 | | |

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

| Nebraska | | | — | | | — | | | — | | | — | | | 4 | | | 389,608 | | | 4 | | | 389,608 | | |

| Nevada | | | 14 | | | 1,039,673 | | | 4 | | | 473,761 | | | 5 | | | 531,495 | | | 23 | | | 2,044,929 | | |

| New Hampshire | | | 2 | | | 135,835 | | | 2 | | | 84,165 | | | 2 | | | 117,800 | | | 6 | | | 337,800 | | |

| New Jersey | | | 60 | | | 4,744,101 | | | 17 | | | 1,246,833 | | | 19 | | | 1,438,614 | | | 96 | | | 7,429,548 | | |

| New Mexico | | | 11 | | | 719,356 | | | 6 | | | 354,190 | | | 12 | | | 890,480 | | | 29 | | | 1,964,026 | | |

| New York | | | 28 | | | 2,029,669 | | | 18 | | | 1,513,264 | | | 22 | | | 1,313,433 | | | 68 | | | 4,856,366 | | |

| North Carolina | | | 19 | | | 1,411,699 | | | 5 | | | 373,829 | | | 17 | | | 1,297,209 | | | 41 | | | 3,082,737 | | |

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

| Ohio | | | 17 | | | 1,310,429 | | | 5 | | | 325,863 | | | 5 | | | 428,584 | | | 27 | | | 2,064,876 | | |

| Oklahoma | | | — | | | — | | | — | | | — | | | 20 | | | 1,621,184 | | | 20 | | | 1,621,184 | | |

| Oregon | | | 6 | | | 400,193 | | | 4 | | | 281,666 | | | 12 | | | 882,762 | | | 22 | | | 1,564,621 | | |

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

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

| | As of December 31, 2019 | | | | | | | | | | | | | | | |

| Alabama | 8 | | 557,488 | | 1 | | 75,821 | | 13 | | 910,763 | | 22 | | 1,544,072 | |

| Arizona | 23 | | 1,624,115 | | 7 | | 467,485 | | 17 | | 1,348,080 | | 47 | | 3,439,680 | |

| California | 165 | | 12,724,410 | | 41 | | 3,021,716 | | 63 | | 5,964,562 | | 269 | | 21,710,688 | |

| Colorado | 16 | | 1,074,636 | | 2 | | 186,293 | | 27 | | 1,967,878 | | 45 | | 3,228,807 | |

| Connecticut | 7 | | 529,905 | | 7 | | 629,759 | | 4 | | 284,342 | | 18 | | 1,444,006 | |

| Delaware | — | | — | | 1 | | 76,945 | | 2 | | 137,568 | | 3 | | 214,513 | |

| Florida | 91 | | 6,997,266 | | 30 | | 2,503,775 | | 83 | | 6,417,322 | | 204 | | 15,918,363 | |

| Georgia | 63 | | 4,869,815 | | 5 | | 431,377 | | 20 | | 1,526,485 | | 88 | | 6,827,677 | |

| Hawaii | 13 | | 844,127 | | — | | — | | 4 | | 209,514 | | 17 | | 1,053,641 | |

| Idaho | — | | — | | — | | — | | 7 | | 711,246 | | 7 | | 711,246 | |

| Illinois | 37 | | 2,795,505 | | 7 | | 569,741 | | 29 | | 2,106,661 | | 73 | | 5,471,907 | |

| Indiana | 15 | | 950,589 | | 1 | | 58,166 | | 12 | | 781,075 | | 28 | | 1,789,830 | |

| Kansas | 1 | | 83,372 | | 2 | | 108,770 | | 2 | | 147,242 | | 5 | | 339,384 | |

| Kentucky | 11 | | 929,737 | | 1 | | 51,128 | | 4 | | 324,228 | | 16 | | 1,305,093 | |

| Louisiana | 2 | | 146,935 | | — | | — | | 4 | | 395,902 | | 6 | | 542,837 | |

| Maryland | 32 | | 2,591,660 | | 8 | | 618,443 | | 29 | | 2,080,557 | | 69 | | 5,290,660 | |

| Massachusetts | 46 | | 2,973,377 | | 10 | | 641,413 | | 7 | | 554,311 | | 63 | | 4,169,101 | |

| Michigan | 7 | | 559,501 | | 4 | | 313,651 | | 2 | | 170,336 | | 13 | | 1,043,488 | |

| Minnesota | 5 | | 382,342 | | 1 | | 85,098 | | 10 | | 673,538 | | 16 | | 1,140,978 | |

| Mississippi | 3 | | 216,192 | | — | | — | | 3 | | 206,275 | | 6 | | 422,467 | |

| Missouri | 5 | | 333,630 | | 2 | | 119,275 | | 8 | | 538,808 | | 15 | | 991,713 | |

| Nebraska | — | | — | | — | | — | | 2 | | 193,487 | | 2 | | 193,487 | |

| Nevada | 14 | | 1,038,318 | | 4 | | 473,471 | | 5 | | 533,505 | | 23 | | 2,045,294 | |

| New Hampshire | 2 | | 136,135 | | 2 | | 83,925 | | 1 | | 61,535 | | 5 | | 281,595 | |

| New Jersey | 59 | | 4,660,994 | | 17 | | 1,246,404 | | 12 | | 959,394 | | 88 | | 6,866,792 | |

| New Mexico | 11 | | 722,875 | | 6 | | 349,860 | | 12 | | 891,040 | | 29 | | 1,963,775 | |

| New York | 27 | | 1,969,347 | | 18 | | 1,510,322 | | 18 | | 1,061,641 | | 63 | | 4,541,310 | |

| North Carolina | 19 | | 1,412,755 | | 5 | | 373,821 | | 18 | | 1,350,808 | | 42 | | 3,137,384 | |

| Ohio | 17 | | 1,315,552 | | 5 | | 327,213 | | 7 | | 546,251 | | 29 | | 2,189,016 | |

| Oklahoma | — | | — | | — | | — | | 21 | | 1,726,479 | | 21 | | 1,726,479 | |

| Oregon | 6 | | 400,071 | | 4 | | 281,679 | | 10 | | 680,262 | | 20 | | 1,362,012 | |

| Pennsylvania | 18 | | 1,350,202 | | 7 | | 511,948 | | 23 | | 1,719,271 | | 48 | | 3,581,421 | |

| Rhode Island | 2 | | 130,696 | | — | | — | | 1 | | 84,665 | | 3 | | 215,361 | |

| South Carolina | 23 | | 1,758,027 | | 7 | | 497,598 | | 15 | | 1,098,369 | | 45 | | 3,353,994 | |

| Tennessee | 17 | | 1,418,801 | | 12 | | 804,021 | | 16 | | 1,161,611 | | 45 | | 3,384,433 | |

| Texas | 100 | | 8,604,658 | | 10 | | 707,779 | | 79 | | 6,405,798 | | 189 | | 15,718,235 | |

| Utah | 10 | | 710,594 | | — | | — | | 18 | | 1,343,916 | | 28 | | 2,054,510 | |

| | |

| --- | --- |

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

Market Information

Our common stock is traded under the symbol “EXR” on the New York Stock Exchange ("NYSE") since our IPO on August 17, 2004.

On February 19, 2020, the closing price of our common stock as reported by the NYSE was $107.48.

At February 19, 2020, we had 371 holders of record of our common stock.

Certain shares of the Company are held in “street” name and accordingly, the number of beneficial owners of such shares is not known or included in the foregoing number.

Holders of shares of common stock are entitled to receive distributions when declared by our board of directors out of any assets legally available for that purpose.

As a REIT, we are required to distribute at least 90% of our “REIT taxable income,” which is generally equivalent to our net taxable ordinary income, determined without regard to the deduction for dividends paid to our stockholders, annually in order to maintain our REIT qualification for U.S. federal income tax purposes.

We have historically made regular quarterly distributions to our stockholders.

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

Issuer Purchases of Equity Securities

In November 2017, our board of directors authorized a three-year share repurchase program to allow us to acquire shares in aggregate up to $400.0 million.

We have no current plans to repurchase shares.

Any acquisition of shares will be through open market or privately negotiated transactions.

There have been no repurchases since the inception of this plan.

Unregistered Sales of Equity Securities

All unregistered sales of equity securities during the year ended December 31, 2019 have previously been disclosed in filings with the SEC.

Market Information

Our common stock is traded under the symbol “EXR” on the New York Stock Exchange ("NYSE") since our IPO on August 17, 2004.

On February 19, 2021, the closing price of our common stock as reported by the NYSE was $119.63.

At February 19, 2021, we had 397 holders of record of our common stock.

Certain shares of the Company are held in “street” name and accordingly, the number of beneficial owners of such shares is not known or included in the foregoing number.

Holders of shares of common stock are entitled to receive distributions when declared by our board of directors out of any assets legally available for that purpose.

As a REIT, we are required to distribute at least 90% of our “REIT taxable income,” which is generally equivalent to our net taxable ordinary income, determined without regard to the deduction for dividends paid to our stockholders, annually in order to maintain our REIT qualification for U.S. federal income tax purposes.

We have historically made regular quarterly distributions to our stockholders.

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

Issuer Purchases of Equity Securities

In November 2017, our board of directors authorized a three-year share repurchase program to allow us to acquire shares in aggregate up to $400.0 million.

During the year ended December 31, 2020, we repurchased 826,797 shares at an average price of $82.09 per share, paying a total of $67.9 million.

On October 15, 2020, our board of directors authorized a new share repurchase program allowing the repurchase of shares with an aggregate value up to $400.0 million, which replaced our prior share repurchase program, which was set to expire on November 8, 2020.

As of December 31, 2020, we had remaining authorization to repurchase shares with an aggregate value of $400.0 million.

Unregistered Sales of Equity Securities

All unregistered sales of equity securities during the year ended December 31, 2020 have previously been disclosed in filings with the SEC.

Not required.

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

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

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

| | For the Year Ended December 31, | | | | | | | | | | | | | | | | | | |

| | 2019 | | | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | |

| Operating Data: | | | | | | | | | | | | | | | | | | | |

| Total revenues | $ | 1,308,454 | | | $ | 1,196,604 | | | $ | 1,105,009 | | | $ | 991,875 | | | $ | 782,270 | |

| Income from operations (1) | $ | 634,958 | | | $ | 619,703 | | | $ | 654,394 | | | $ | 458,303 | | | $ | 296,157 | |

| Earnings per share - basic | $ | 3.27 | | | $ | 3.29 | | | $ | 3.79 | | | $ | 2.92 | | | $ | 1.58 | |

| Earnings per share - diluted | $ | 3.24 | | | $ | 3.27 | | | $ | 3.76 | | | $ | 2.91 | | | $ | 1.56 | |

| Cash dividends paid per common share | $ | 3.56 | | | $ | 3.36 | | | $ | 3.12 | | | $ | 2.93 | | | $ | 2.24 | |

| Other Data | | | | | | | | | | | | | | | | | | | |

| Acquisitions - Wholly Owned | $ | 300,379 | | | $ | 457,617 | | | $ | 627,462 | | | $ | 1,086,645 | | | $ | 1,606,509 | |

| Acquisitions - Joint Venture | $ | 104,338 | | | $ | 63,723 | | | $ | 15,094 | | | $ | 34,199 | | | $ | 21,529 | |

| Total | $ | 404,717 | | | $ | 521,340 | | | $ | 642,556 | | | $ | 1,120,844 | | | $ | 1,628,038 | |

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

| Balance Sheet Data | | | | | | | | | | | | | | | | | | | |

| Total assets (2) | $ | 8,532,377 | | | $ | 7,847,978 | | | $ | 7,460,953 | | | $ | 7,091,446 | | | $ | 6,071,407 | |

| Total notes payable, notes payable to trusts, exchangeable senior notes and revolving lines of credit, net (2)(3) | $ | 5,046,486 | | | $ | 4,811,515 | | | $ | 4,554,217 | | | $ | 4,306,223 | | | $ | 3,535,621 | |

| Noncontrolling interests | $ | 381,733 | | | $ | 371,698 | | | $ | 373,056 | | | $ | 351,274 | | | $ | 283,527 | |

| Total stockholders' equity | $ | 2,539,961 | | | $ | 2,413,724 | | | $ | 2,350,751 | | | $ | 2,244,892 | | | $ | 2,089,077 | |

| Net cash provided by operating activities | $ | 707,686 | | | $ | 677,795 | | | $ | 597,375 | | | $ | 539,263 | | | $ | 367,329 | |

| Net cash used in investing activities (4) | $ | (621,630 | ) | | $ | (443,898 | ) | | $ | (353,079 | ) | | $ | (1,048,889 | ) | | $ | (1,626,946 | ) |

| Net cash (used in) provided by financing activities | $ | (88,013 | ) | | $ | (247,251 | ) | | $ | (215,994 | ) | | $ | 460,831 | | | $ | 1,286,471 | |

| | |

| --- | --- |

| (1) | The adoption of Financial Accounting Standards Board (“FASB”) ASU 2017-01 on January 1, 2017, has resulted in a decrease in acquisition related costs as our acquisition of operating stores are considered asset acquisitions rather than business combinations. |

| (2) | In connection with our adoption of FASB ASU 2016-02, *"Leases (Topic 842)*" on January 1, 2019, we began recognizing right-of-use assets and lease liabilities associated with our operating leases as of the adoption date. |

| (3) | In connection with our adoption of FASB ASU 2015-3, *"Simplifying the Presentation of Debt Issuance Costs,"* in fiscal year 2016, debt issuance costs, with the exception of those related to our revolving credit facility, have been reclassified from other assets to a reduction of the carrying amount of the related debt liability. Prior year amounts have been reclassified to conform to the current period’s presentation. |

| (4) | In connection with our adoption of FASB ASU 2016-18, "*Statement of Cash Flows (Topic 230): Restricted Cash,"* on January 1, 2018, we began including amounts generally described as restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Prior year amounts have been reclassified to conform to the current period's presentation. |

| [removed: [Report] [added: [Report] of Independent Registered Public Accounting [removed: Firm](#s6E4405F9AE2B545DBCB2723376373E16)] [added: Firm](#iee212e03ad584b3dbd0ab424a97eef2b_85)] | [removed: [28](#s6E4405F9AE2B545DBCB2723376373E16)] | [added: | [28](#iee212e03ad584b3dbd0ab424a97eef2b_85) | | |]

| [removed: [Consolidated] [added: [Consolidated] Balance Sheets as of December 31, [removed: 2019] [added: 2020] and [removed: 2018](#sFB5F9DE9563F59958BBEEBBD8DCFB147)] [added: 2019](#iee212e03ad584b3dbd0ab424a97eef2b_88)] | [removed: [30](#sFB5F9DE9563F59958BBEEBBD8DCFB147)] | [added: | [30](#iee212e03ad584b3dbd0ab424a97eef2b_88) | | |]

| [removed: [Consolidated] [added: [Consolidated] Statements of Operations for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#s4A75B7FC778A528789FCA631AA0B95A9)] [added: 2018](#iee212e03ad584b3dbd0ab424a97eef2b_94)] | [removed: [31](#s4A75B7FC778A528789FCA631AA0B95A9)] | [added: | [31](#iee212e03ad584b3dbd0ab424a97eef2b_94) | | |]

| [removed: [Consolidated] [added: [Consolidated] Statements of Comprehensive Income for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#s1A86DA9A2C7A53868426F52CA70B5ADE)] [added: 2018](#iee212e03ad584b3dbd0ab424a97eef2b_97)] | [removed: [32](#s1A86DA9A2C7A53868426F52CA70B5ADE)] | [added: | [32](#iee212e03ad584b3dbd0ab424a97eef2b_97) | | |]

| [removed: [Consolidated] [added: [Consolidated] Statements of Stockholders’ Equity for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#s3DDF14458017502A9F882BF11423C70B)] [added: 2018](#iee212e03ad584b3dbd0ab424a97eef2b_100)] | [removed: [33](#s3DDF14458017502A9F882BF11423C70B)] | [added: | [33](#iee212e03ad584b3dbd0ab424a97eef2b_100) | | |]

| [removed: [Consolidated] [added: [Consolidated] Statements of Cash Flows for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#sC58281328AFD5192A3F6C98E6943DEA0)] [added: 2018](#iee212e03ad584b3dbd0ab424a97eef2b_106)] | [removed: [36](#sC58281328AFD5192A3F6C98E6943DEA0)] | [added: | [36](#iee212e03ad584b3dbd0ab424a97eef2b_106) | | |]

[removed: | [Notes to Consolidated Financial Statements](#s8720318FF27F57AAA98B66C568BCC95E) | [37](#s8720318FF27F57AAA98B66C568BCC95E) |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)]

| [removed: [Schedule] [added: [Schedule] III - Real Estate and Accumulated [removed: Depreciation](#sB16FD7A5896E53AE98ECA61006BF1193)] [added: Depreciation](#iee212e03ad584b3dbd0ab424a97eef2b_202)] | [removed: [70](#sB16FD7A5896E53AE98ECA61006BF1193)] | [added: | [71](#iee212e03ad584b3dbd0ab424a97eef2b_202) | | |]

We have audited the accompanying consolidated balance sheets of Extra Space Storage, Inc. (the Company) as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] 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, [removed: 2019,] [added: 2020,] and the related notes and financial statement schedule listed in the Index at Item 8 (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 25, 2020] [added: 26, 2021] expressed an unqualified opinion thereon.

[removed: Adoption of] ASU [removed: No. 2016-02][added: 2016-02]

| [removed: | Accounting treatment of investments] [added: Investments] in [added: unconsolidated] real estate [removed: ventures] [added: ventures] | [added: | | $ | — | | | | | $ | (28,022) | | | | | $ | — | |]

| | [added: | |] December 31, [removed: 2019] [added: 2020] | | | | [added: | |] December 31, [removed: 2018] [added: 2019] | | |

| Assets: | | | | | | | | [added: | | | |]

| [removed: Real] [added: Net non-lease real] estate [removed: assets, net] [added: assets] | [added: | |] $ | [added: 7,893,802 | | | | | $ |] 7,696,864 | | | [added: | |] $ | 7,491,831 | |

| Real estate assets - operating lease right-of-use assets | [removed: 264,643] | | [added: 252,172] | | [removed: —] | | | [added: | 264,643 | | |]

| Investments in unconsolidated real estate entities | [removed: 338,054] | | [added: 397,444] | | [removed: 125,326] | | | [added: | 338,054 | | |]

| Cash and cash equivalents | [removed: 65,746] | | [added: 109,124] | | [removed: 57,496] | | | [added: | 65,746 | | |]

| Restricted cash | [removed: 4,987] | | [added: 18,885] | | [removed: 15,194] | | | [added: | 4,987 | | |]

| Total assets | [added: | |] $ | [removed: 8,532,377] [added: 9,395,848] | | | [added: | |] $ | [removed: 7,847,978] [added: 8,532,377] | |

| Liabilities, Noncontrolling Interests and Equity: | | | | | | | | [added: | | | |]

| Notes payable, net | [added: | |] $ | [removed: 4,318,973] [added: 4,797,303] | | | [added: | |] $ | [removed: 4,137,213] [added: 4,318,973] | |

| Exchangeable senior notes, net | [removed: 569,513] | | [added: —] | | [removed: 562,374] | | | [added: | 569,513 | | |]

| [removed: Notes] [added: Principal payments on notes] payable to trusts | [added: | |] — | | | | [removed: 30,928] | | [added: (30,928)] | [added: | | | | | (88,662) | | |]

| Revolving lines of credit | [removed: 158,000] | | [added: 949,000] | | [removed: 81,000] | | | [added: | 158,000 | | |]

| Operating lease liabilities | [removed: 274,783] | | [added: 263,485] | | [removed: —] | | | [added: | 274,783 | | |]

| Cash distributions in unconsolidated real estate ventures | [removed: 45,264] | | [added: 47,126] | | [removed: 45,197] | | | [added: | 45,264 | | |]

| Accounts payable and accrued expenses | [removed: 111,382] | | [added: 130,012] | | [removed: 101,461] | | | [added: | 111,382 | | |]

| Other liabilities | [removed: 132,768] | | [added: 272,798] | | [removed: 104,383] | | | [added: | 132,768 | | |]

| Total liabilities | [removed: 5,610,683] | | [added: 6,459,724] | | [removed: 5,062,556] | | | [added: | 5,610,683 | | |]

| Commitments and contingencies | | | | | | | | [added: | | | |]

| Noncontrolling Interests and Equity: | | | | | | | | [added: | | | |]

| Extra Space Storage Inc. stockholders' equity: | | | | | | | | [added: | | | |]

| Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares issued or outstanding | [added: | |] — | | | | [added: | |] — | | |

| Common stock, $0.01 par value, 500,000,000 shares authorized, [removed: 129,534,407] [added: 131,357,961] and [removed: 127,103,750] [added: 129,534,407] shares issued and outstanding at December 31, [removed: 2019] [added: 2020] and [removed: December 31, 2018,] [added: 2019,] respectively | [removed: 1,295] | | [added: 1,314] | | [removed: 1,271] | | | [added: | 1,295 | | |]

| Additional paid-in capital | [removed: 2,868,681] | | [added: 3,000,458] | | [removed: 2,640,705] | | | [added: | 2,868,681 | | |]

| Accumulated other comprehensive [removed: income (loss)] [added: loss] | [removed: (28,966] | | [removed: )] [added: (99,093)] | | [removed: 34,650] | | | [added: | (28,966) | | |]

| Accumulated deficit | [removed: (301,049] | | [removed: )] [added: (354,900)] | | [removed: (262,902] | | [removed: )] | [added: | (301,049) | | |]

| Total Extra Space Storage Inc. stockholders' equity | [removed: 2,539,961] | | [added: 2,547,779] | | [removed: 2,413,724] | | | [added: | 2,539,961 | | |]

| | | | | | |

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

| [Notes to Consolidated Financial Statements](#iee212e03ad584b3dbd0ab424a97eef2b_109) | | | [37](#iee212e03ad584b3dbd0ab424a97eef2b_109) | | |

| | | | | | |

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

| | | | Purchase price allocation | | |

| | | | | | |

| *Description of the Matter* | | | For the year ended December 31, 2020, the Company completed the acquisition of 23 self-storage properties (“stores”) for a total purchase price of $296.7 million. As further discussed in Note 2 of the consolidated financial statements, the transactions were accounted for as asset acquisitions, and the purchase price was allocated to the real estate assets acquired based on their relative fair values, which are estimated using unobservable inputs. | | |

| | | | | | |

| | | | Auditing the accounting for the Company’s 2020 acquisitions of stores was subjective because in determining the fair value of acquired land and buildings, the Company had to rely on unobservable inputs due to the lack of available directly comparable market information. In particular, the fair value estimates were sensitive to assumptions such as price of land per square foot, and current replacement cost estimates, including adjustments for the age, class, height, square footage, condition, location, and turnkey factor associated with the acquired assets. | | |

| | | | | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over management’s accounting for acquired stores, including controls over the review of assumptions underlying the purchase price allocation and accuracy of the underlying data used. For example, we tested controls over the determination of the fair value of the land and building assets, including the controls over the review of the valuation models and the underlying assumptions used to develop such estimates. | | |

| | | | | | |

| | | | For the 2020 store acquisitions described above, our procedures included evaluating the Company’s valuation methodologies and testing the significant assumptions used to determine the fair value of the assets acquired. We tested the completeness and accuracy of the underlying data by, among other things, recalculating the current replacement cost of buildings and comparing the adjustments for the age, class, height, square footage, condition, location, and turnkey factor with the acquired assets to industry publications. We also compared significant assumptions, including prices per square foot to third-party sources such as recent land sales. For certain of these asset acquisitions, we involved our valuation specialists to assist in the assessment of the methodology utilized by the Company, in addition to performing corroborative analyses to assess whether the conclusions in the valuation were supported by observable market data. For example, our valuation specialists used independently identified data sources to evaluate management’s selected comparable land sales and replacement cost assumptions. | | |

February 26, 2021

| Investments in debt securities and notes receivable | | | 593,810 | | | | | | 43,586 | | |

| Other assets, net | | | 130,611 | | | | | | 118,497 | | |

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| Extra Space Storage Inc. Consolidated Statements of Stockholders' Equity (amounts in thousands, except share data) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| | | | | | | | | | | | | | | | | | | | | | | | | Noncontrolling Interests | | | | | | | | | | | | | | | | | | | | | Extra Space Storage Inc. Stockholders' Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | Preferred Operating Partnership | | | | | | Operating Partnership | | | | | | Other | | | | | | | | | | | | | | | | | | Additional Paid-in Capital | | | | | | Accumulated Other Comprehensive Income | | | | | | Accumulated Deficit | | | | | | Total Noncontrolling Interests and Equity | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shares | | | | | | Par Value | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balances at December 31, 2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 153,096 | | | | | $ | 218,362 | | | | | $ | 240 | | | | | 127,103,750 | | | | | | $ | 1,271 | | | | | $ | 2,640,705 | | | | | $ | 34,650 | | | | | $ | (262,902) | | | | | $ | 2,785,422 | |

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| Extra Space Storage Inc. Consolidated Statements of Stockholders' Equity (amounts in thousands, except share data) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | |

| --- | --- |

As discussed in Note 13 to the consolidated financial statements, the Company changed its method of accounting for leases in the year ended December 31, 2019 due to the adoption of ASU No. 2016-02, “Leases (Topic 842).”

| *Description of the Matter* | At December 31, 2019, the Company’s investments in unconsolidated real estate ventures was $292.8 million. As explained in Note 5 to the consolidated financial statements, the Company enters into real estate ventures and performs an assessment to determine whether the equity or consolidation method of accounting is appropriate. |

| | Application and auditing of the accounting treatment of the Company’s real estate ventures, including the process of evaluating the criteria for consolidation based on the variable interest entity (VIE) model or a voting interest entity (VOE) model, is complex and requires significant judgment. This evaluation and analysis include the determination of which party, if any, has power to direct the activities most significant to the economic performance of each real estate venture and whether the venture has sufficient equity to finance its activities without additional subordinated support. |

| *How We Addressed the Matter in Our Audit* | We obtained an understanding, evaluated the design and tested the operating effectiveness of relevant controls over the Company's qualitative analysis that determines whether the Company has control over the venture through voting interest or through the presence of a variable interest in a real estate venture (thus requiring consolidation if the Company is the primary beneficiary of the VIE). |

| | For each new investment in a real estate venture, our procedures included reading the real estate venture agreement, and reviewing management’s evaluation of the applicability of the variable interest model as compared to the voting interest model. As such, we assessed whether each investee has sufficient equity to finance its activities without additional subordinated financial support and whether the equity holders, as a group, lack the characteristics of a controlling financial interest. Our testing included examining all contributions made by the Company as part of the initial formation of the real estate venture to support management’s conclusions about the sufficiency of equity to finance the venture’s activities. We also performed procedures to determine whether the Company correctly identified terms that would result in the equity holders, as a group, lacking the characteristics of a controlling financial interest, which would lead to the classification of the real estate venture as a variable interest entity. Specifically, for each new real estate venture entered into during the year, we inspected the agreement to determine whether the decisions that most significantly impact the entity’s economic performance were controlled by the equity holders as a group. In the case that the venture has sufficient equity at risk and the equity holders, as a group, do not lack the characteristics of a controlling financial interest, we evaluated whether the Company properly accounted for the investment under the voting interest model. underlying data, including the participant data provided to management’s actuarial specialists. |

February 25, 2020

| | | | | | | | |

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

| Other assets, net | 162,083 | | | | 158,131 | | |

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

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| Balances at December 31, 2016 | | $ | 147,920 | | | $ | 203,354 | | | $ | — | | | 125,881,460 | | | $ | 1,259 | | | $ | 2,566,120 | | | $ | 16,770 | | | $ | (339,257 | ) | | $ | 2,596,166 | |

| Net income (loss) | | 14,989 | | | | 20,317 | | | | (97 | | ) | | — | | | — | | | | — | | | | — | | | | 479,013 | | | | 514,222 | | |

| Other comprehensive income | | 106 | | | | 682 | | | | — | | | | — | | | — | | | | — | | | | 16,520 | | | | — | | | | 17,308 | | |

| Restricted stock grants issued | | — | | | | — | | | | — | | | | 109,081 | | | 2 | | | | — | | | | — | | | | — | | | | 2 | | |

| Compensation expense related to stock-based awards | 13,051 | | | | 11,176 | | | | 9,561 | | |

| Principal payments on notes payable to trusts | (30,928 | | ) | | (88,662 | | ) | | — | | |

| Investments in unconsolidated real estate ventures | $ | (28,022 | ) | | $ | — | | | $ | — | |

| Preferred OP Units issued | $ | — | | | $ | — | | | $ | (4,351 | ) |

| Investment in unconsolidated real estate ventures | — | | | | — | | | | 4,351 | | |

| Conversion of Preferred OP Units to common OP Units | | | | | | | | | | | |

Additionally, the Operating Partnership had a note payable to a trust that was a VIE under condition (ii)(a) above.

Since the Operating Partnership was not the primary beneficiary of the trust, this VIE was not consolidated.

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

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

Stores purchased at the time of certificate of occupancy issuance and stores purchased subsequent to the Company's adoption of ASU 2017-01 on January 1, 2017 are considered asset acquisitions.

Under this approach, distributions are reported under operating cash flow unless the facts and circumstances of a specific distribution clearly indicate that it is a return of capital (e.g., a liquidating dividend or distribution of the proceeds from the joint venture’s sale of assets), in which case it is reported as an investing activity.

Therefore, the Company

would be taxed at the regular corporate rates on all of our taxable income for at least that year and the ensuing four years.

A TRS is subject to federal corporate income tax.

| | | | | | | | | |

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

The exchange price of the 2015 Notes was $91.76 per share as of December 31, 2019, and could change over time as described in the indenture.

For the year ended December 31, 2019, 993,114 shares related to the 2015 Notes were included in the computation of diluted earnings per share.

For the years ended December 31, 2018 and 2017, no shares related to the 2015 Notes were included in the computation of diluted earnings per share as the exchange price exceeded the per share price of the Company’s common stock during these periods.

| Series D Units | — | | | | — | | | | 1,081,561 | | |

In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-9, “*Revenue from Contracts with Customers,*” ("Topic 606") 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.

[removed: | (i) | Disclosure] [added: (i)Disclosure] Controls and Procedures [removed: |]

[removed: | (ii) | Internal] [added: (ii)Internal] Control over Financial Reporting [removed: |]

[removed: | (a) | Management’s] [added: (1)Management’s] Report on Internal Control over Financial Reporting [removed: |]

Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2019.][added: 2020.]

[removed: | (b) | Attestation] [added: (b)Attestation] Report of the Registered Public Accounting Firm [removed: |]

[removed: *Opinion] [added: Opinion] on Internal Control [removed: over] [added: Over] Financial [removed: Reporting*][added: Reporting]

We have audited Extra Space Storage, Inc.’s internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] 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, [removed: 2019,] [added: 2020,] based on the COSO criteria.

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, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of operations, comprehensive income, stockholders' equity and cash flows for each of the three years in the period [removed: ended December 31, 2019, and the related notes and financial statement schedule listed in the Index at Item 8 and our report dated February 25, 2020 expressed an unqualified opinion thereon.]

[removed: | (c) | Changes] [added: (c)Changes] in Internal Control over Financial Reporting [removed: |]

ended December 31, 2020, and the related notes and financial statement schedule listed in the Index at Item 8 and our report dated February 26, 2021 expressed an unqualified opinion thereon.

February 26, 2021

| | |

| --- | --- |

The Board of Directors and Stockholders of Extra Space Storage Inc.

February 25, 2020

Information required by this item is incorporated by reference to the information set forth under the captions “Information about our 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, [removed: 2019.][added: 2020.]

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, [removed: 2019.][added: 2020.]

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, [removed: 2019.][added: 2020.]

Information with respect to certain relationships and related transactions is incorporated by reference to the information set forth under the captions “Information about the Board of Directors and its Committees” and “Certain Relationships and Related Transactions” in our Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, [removed: 2019.][added: 2020.]

Information with respect to principal accounting fees and services is incorporated by reference to the information set forth under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm” in our Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, [removed: 2019.][added: 2020.]

[removed: | (a) | Documents] [added: (a)Documents] filed as part of this report: [removed: |]

| Exhibit Number | | [added: | | | |] Description | [added: | |]

| [2.1](http://www.sec.gov/Archives/edgar/data/1289490/000119312505103834/dex21.htm) | | [added: | | | |] Purchase and Sale Agreement, dated May 5, 2005 by and among Security Capital Self Storage Incorporated, as seller and Extra Space Storage LLC, PRISA Self Storage LLC, PRISA II Self Storage LLC, PRISA III Self Storage LLC, VRS Self Storage LLC, WCOT Self Storage LLC and Extra Space Storage LP, as purchaser parties and The Prudential Insurance Company of America (incorporated by reference to Exhibit 2.1 of Form 8-K filed on May 11, 2005). | [added: | |]

| [2.2](http://www.sec.gov/Archives/edgar/data/1289490/000119312515223310/d942655dex21.htm) | | [added: | | | |] Agreement and Plan of Merger, dated as of June 15, 2015, among Extra Space Storage Inc., Extra Space Storage LP, Edgewater REIT Acquisition (MD) LLC, Edgewater Partnership Acquisition (DE) LLC, SmartStop Self Storage, Inc. and SmartStop Self Storage Operating Partnership, L.P. (incorporated by reference to Exhibit 2.1 of Form 8-K filed on June 15, 2015). | [added: | |]

| [2.3](http://www.sec.gov/Archives/edgar/data/1289490/000119312515254920/d43417dex21.htm) | | [added: | | | |] Amendment No. 1 to Agreement and Plan of Merger, dated as of July 16, 2015, among Extra Space Storage Inc., Extra Space Storage LP, Edgewater REIT Acquisition (MD) LLC, Edgewater Partnership Acquisition (DE) LLC, SmartStop Self Storage, Inc. and SmartStop Self Storage Operating Partnership, L.P. (incorporated by reference to Exhibit 2.1 of Form 8-K filed on July 16, 2015). | [added: | |]

| [3.1](http://www.sec.gov/Archives/edgar/data/1289490/000119312504136936/dex31.htm) | | [added: | | | |] Amended and Restated Articles of Incorporation of Extra Space Storage Inc.(1) | [added: | |]

| [3.2](http://www.sec.gov/Archives/edgar/data/1289490/000110465907072983/a07-25208_1ex3d1.htm) | | [added: | | | |] Articles of Amendment of Extra Space Storage Inc., dated September 28, 2007 (incorporated by reference to Exhibit 3.1 of Form 8-K filed on October 3, 2007). | [added: | |]

| [3.3](http://www.sec.gov/Archives/edgar/data/1289490/000110465913067080/a13-19441_1ex3d1.htm) | | [added: | | | |] Articles of Amendment of Extra Space Storage Inc., dated August 29, 2013 (incorporated by reference to Exhibit 3.1 of Form 8-K filed on August 29, 2013). | [added: | |]

| [3.4](http://www.sec.gov/Archives/edgar/data/1289490/000110465914042025/a14-13799_18k.htm) | | [added: | | | |] Articles of Amendment of Extra Space Storage Inc., dated May 21, 2014 (incorporated by reference to Exhibit 3.1 of Form 8-K filed on May 28, 2014). | [added: | |]

| [3.5](http://www.sec.gov/Archives/edgar/data/1289490/000162828018000388/exr-form8xkxproxyaccessand.htm) | | [added: | | | |] Second Amended and Restated Bylaws of Extra Space Storage Inc.(incorporated by reference to Exhibit 3.1 of Form 8-K filed on January 17, 2018) | [added: | |]

| [3.6](http://www.sec.gov/Archives/edgar/data/1289490/000110465913088877/a13-25830_1ex10d1.htm) | | [added: | | | |] Fourth Amended and Restated Agreement of Limited Partnership of Extra Space Storage LP (incorporated by reference to Exhibit 10.1 of Form 8-K filed on December 6, 2013). | [added: | |]

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/1289490/000119312505155041/dex41.htm)] [added: [10.4](http://www.sec.gov/Archives/edgar/data/1289490/000119312505155041/dex101.htm)] | | [removed: Junior Subordinated Indenture] [added: | | | | Purchase Agreement,] dated as of July 27, 2005, [removed: between] [added: among] Extra Space Storage [removed: LP] [added: LP, ESS Statutory Trust III] and [removed: JPMorgan Chase Bank, National Association, as trustee] [added: the Purchaser named therein] (incorporated by reference to Exhibit [removed: 4.1] [added: 10.1] of Form 8-K filed on August 2, 2005). | [added: | |]

| [removed: [4.3](http://www.sec.gov/Archives/edgar/data/1289490/000104746910001564/a2196671zex-4_3.htm)] [added: [4.1](http://www.sec.gov/Archives/edgar/data/1289490/000104746910001564/a2196671zex-4_3.htm)] | | [added: | | | |] Junior Subordinated Note (incorporated by reference to Exhibit 4.3 of Form 10-K filed on February 26, 2010) | [added: | |]

| [removed: [4.4](http://www.sec.gov/Archives/edgar/data/1289490/000104746910001564/a2196671zex-4_4.htm)] [added: [4.2](http://www.sec.gov/Archives/edgar/data/1289490/000162828020002202/ex46descriptionofsecur.htm)] | | [removed: Trust Preferred Security Certificates (incorporated] [added: | | | | Description of Securities (Incorporated] by reference to Exhibit [removed: 4.4] [added: 4.6] of Form 10-K filed on February [removed: 26, 2010)] [added: 25, 2020)] | [added: | |]

| [10.1](http://www.sec.gov/Archives/edgar/data/1289490/000119312504136936/dex101.htm) | | [added: | | | |] Registration Rights Agreement, by and among Extra Space Storage Inc. and the parties listed on Schedule I thereto.(1) | [added: | |]

| [10.2](http://www.sec.gov/Archives/edgar/data/1289490/000119312504124199/dex1014.htm) | | [added: | | | |] Joint Venture Agreement, dated June 1, 2004, by and between Extra Space Storage LLC and Prudential Financial, Inc.(1) | [added: | |]

| [10.3](http://www.sec.gov/Archives/edgar/data/1289490/000119312505131046/dex102.htm) | | [added: | | | |] Registration Rights Agreement, dated June 20, 2005, among Extra Space Storage Inc. and the investors named therein (incorporated by reference to Exhibit 10.2 of Form 8-K filed on June 24, 2005). | [added: | |]

| [10.5](http://www.sec.gov/Archives/edgar/data/1289490/000110465907050085/a07-17493_1ex10d2.htm) | | [added: | | | |] Promissory Note, dated June 25, 2007, among Extra Space Storage LP, H. James Knuppe and Barbara Knuppe (incorporated by reference to Exhibit 10.2 of Form 8-K filed on June 26, 2007). | [added: | |]

| [10.6](http://www.sec.gov/Archives/edgar/data/1289490/000110465907050085/a07-17493_1ex10d3.htm) | | [added: | | | |] Pledge Agreement, dated June 25, 2007, among Extra Space Storage LP, H. James Knuppe and Barbara Knuppe (incorporated by reference to Exhibit 10.3 of Form 8-K filed on June 26, 2007). | [added: | |]

| [10.7](http://www.sec.gov/Archives/edgar/data/1289490/000104746910001564/a2196671zex-10_26.htm) | | [added: | | | |] Registration Rights Agreement among Extra Space Storage LP, H. James Knuppe and Barbara Knuppe. (incorporated by reference to Exhibit 10.26 of Form 10-K filed on February 26, 2010). | [added: | |]

| [10.8](http://www.sec.gov/Archives/edgar/data/1289490/000110465912025625/a12-9636_1ex10d1.htm) | | [added: | | | |] Membership Interest Purchase Agreement, dated as of April 13, 2012, between Extra Space Properties Sixty Three LLC and PRISA III Co-Investment LLC (incorporated by reference to Exhibit 10.1 of Form 8-K filed on April 16, 2012). | [added: | |]

| [10.9](http://www.sec.gov/Archives/edgar/data/1289490/000110465910046708/a10-16596_1ex10d1.htm) | | [added: | | | |] Extra Space Storage Inc. Executive Change in Control Plan (incorporated by reference to Exhibit 10.1 of Form 8-K filed on August 31, 2010). | [added: | |]

| [10.10](http://www.sec.gov/Archives/edgar/data/1289490/000110465914036162/a14-9641_1ex10d1.htm) | | [added: | | | |] Letter Agreement, dated as of November 22, 2013, amending the Contribution Agreement, dated June 15, 2007, among Extra Space Storage LP and various limited partnerships affiliated with AAAAA Rent-A-Space, and the Promissory Note, dated June 25, 2007, among Extra Space Storage LP, H. James Knuppe and Barbara Knuppe (incorporated by reference to Exhibit 10.1 of Form 10-Q filed on May 8, 2014). | [added: | |]

| [10.11](http://www.sec.gov/Archives/edgar/data/1289490/000162828017005050/exr-03312017x10qxex101.htm) | | [added: | | | |] Letter Agreement, dated April 18, 2017, amending the Promissory Note and Waiving a Portion of the Series A Preferred Priority Return, among Extra Space Storage LP, ESS Holdings Business Trust I, H. James Knuppe and Barbara Knuppe (incorporated by reference to Exhibit 10.1 of Form 10-Q filed on May 5, 2017). | [added: | |]

| [10.12*](http://www.sec.gov/Archives/edgar/data/1289490/000119312515128269/d899582ddef14a.htm) | | [added: | | | |] 2015 Incentive Award Plan (incorporated by reference to the Definitive Proxy Statement on Schedule 14A filed on April 14, 2015) | [added: | |]

| [removed: [10.13*](https://www.sec.gov/Archives/edgar/data/1289490/000162828020002202/ex10132019psuincentive.htm)] [added: [10.13*](http://www.sec.gov/Archives/edgar/data/1289490/000119312515128269/d899582ddef14a.htm)] | | [added: | | | |] Form of 2015 Incentive Award Plan Performance Stock Award [removed: Agreement(2)] [added: Agreement (incorporated by reference to Exhibit 10.13 of Form 10-K filed on February 26, 2020)] | [added: | |]

| [removed: [10.15](http://www.sec.gov/Archives/edgar/data/1289490/000119312516739701/d272035dex101.htm)] [added: [10.14](http://www.sec.gov/Archives/edgar/data/1289490/000119312516739701/d272035dex101.htm)] | | [added: | | | |] Credit Agreement, dated as of October 14, 2016, by and among Extra Space Storage Inc., Extra Space Storage LP, U.S. Bank National Association, as administrative agent, certain other financial institutions acting as syndication agents, documentation agents, senior management agents and lead arrangers and book runners, and certain lenders party thereto (incorporated by reference to Exhibit 10.1 of Form 8-K filed on October 17, 2016). | [added: | |]

| [removed: [10.16*](http://www.sec.gov/Archives/edgar/data/1289490/000104746908004593/a2184280zdef14a.htm)] [added: [10.15*](http://www.sec.gov/Archives/edgar/data/1289490/000104746908004593/a2184280zdef14a.htm)] | | [added: | | | |] 2004 Long-Term Compensation Incentive Plan as amended and restated effective March 25, 2008 (incorporated by reference to the Definitive Proxy Statement on Schedule 14A filed on April 14, 2008) | [added: | |]

| [removed: [10.17*](http://www.sec.gov/Archives/edgar/data/1289490/000104746910001564/a2196671zex-10_11.htm)] [added: [10.16*](http://www.sec.gov/Archives/edgar/data/1289490/000104746910001564/a2196671zex-10_11.htm)] | | [added: | | | |] Form of 2004 Long Term Incentive Compensation Plan Option Award Agreement for Employees with employment agreements. (incorporated by reference to Exhibit 10.11 of Form 10-K filed on February 26, 2010). | [added: | |]

| [removed: [10.18*](http://www.sec.gov/Archives/edgar/data/1289490/000104746910001564/a2196671zex-10_12.htm)] [added: [10.17*](http://www.sec.gov/Archives/edgar/data/1289490/000104746910001564/a2196671zex-10_12.htm)] | | [added: | | | |] Form of 2004 Long Term Incentive Compensation Plan Option Award Agreement for employees without employment agreements. (incorporated by reference to Exhibit 10.12 of Form 10-K filed on February 26, 2010). | [added: | |]

| [removed: [10.19*](http://www.sec.gov/Archives/edgar/data/1289490/000104746910001564/a2196671zex-10_13.htm)] [added: [10.18*](http://www.sec.gov/Archives/edgar/data/1289490/000104746910001564/a2196671zex-10_13.htm)] | | [added: | | | |] Form of 2004 Non-Employee Directors Share Plan Option Award Agreement for Directors. (incorporated by reference to Exhibit 10.13 of Form 10-K filed on February 26, 2010). | [added: | |]

| [removed: [10.20*](http://www.sec.gov/Archives/edgar/data/1289490/000110465907080664/a07-25777_1ex10d2.htm)] [added: [10.19*](http://www.sec.gov/Archives/edgar/data/1289490/000110465907080664/a07-25777_1ex10d2.htm)] | | [added: | | | |] 2004 Long Term Incentive Compensation Plan Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 of Form 10-Q filed on November 7, 2007). | [added: | |]

| [removed: [10.21*](http://www.sec.gov/Archives/edgar/data/1289490/000110465907080664/a07-25777_1ex10d4.htm)] [added: [10.20*](http://www.sec.gov/Archives/edgar/data/1289490/000110465907080664/a07-25777_1ex10d4.htm)] | | [added: | | | |] First Amendment to Extra Space Storage Inc. 2004 Non-Employee Directors’ Share Plan (incorporated by reference to Exhibit 10.4 of Form 10-Q filed on November 7, 2007). | [added: | |]

| [removed: [10.22*](http://www.sec.gov/Archives/edgar/data/1289490/000110465907020726/a07-6564_1ex10d22.htm)] [added: [10.21*](http://www.sec.gov/Archives/edgar/data/1289490/000110465907020726/a07-6564_1ex10d22.htm)] | | [added: | | | |] Extra Space Storage 2004 Non-Employee Directors’ Share Plan (incorporated by reference to Exhibit 10.22 of Form 10-K/A filed on March 20, 2007). | [added: | |]

| [removed: [21.1](https://www.sec.gov/Archives/edgar/data/1289490/000162828020002202/q4201910kex211.htm)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/1289490/000162828021003458/q4202010kex211.htm)] | | [added: | | | |] Subsidiaries of the Company(2) | [added: | |]

| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1289490/000162828020002202/q4201910kex231.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1289490/000162828021003458/q4202010kex231.htm)] | | [added: | | | |] Consent of Ernst & Young LLP(2) | [added: | |]

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1289490/000162828020002202/q4201910kex311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1289490/000162828021003458/q4202010kex311.htm)] | | [added: | | | |] Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(2) | [added: | |]

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1289490/000162828020002202/q4201910kex312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1289490/000162828021003458/q4202010kex312.htm)] | | [added: | | | |] Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(2) | [added: | |]

| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1289490/000162828020002202/q4201910kex321.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1289490/000162828021003458/q4202010kex321.htm)] | | [added: | | | |] Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(2) | [added: | |]

| 101 | | [added: | | | |] The following financial information from Registrant’s Annual Report on Form 10-K for the period ended December 31, 2019, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets as of December 31, 2019 and 2018; (ii) Consolidated Statements of Operations for the years ended December 31, 2019, 2018 and 2017; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018 and 2017; (iv) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2019, 2018 and 2017; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017; and (vi) Notes to Consolidated Financial Statements(2). | [added: | |]

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| Exhibit Number | | | | | | Description | | |

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| | | |

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

| [3.7](http://www.sec.gov/Archives/edgar/data/1289490/000119312504124199/dex35.htm) | | Declaration of Trust of ESS Holdings Business Trust II.(1) |

| [4.2](http://www.sec.gov/Archives/edgar/data/1289490/000119312505155041/dex42.htm) | | Amended and Restated Trust Agreement, dated as of July 27, 2005, among Extra Space Storage LP, as depositor and JPMorgan Chase Bank, National Association, as property trustee, Chase Bank USA, National Association, as Delaware trustee, the Administrative Trustees named therein and the holders of undivided beneficial interest in the assets of ESS Statutory Trust III (incorporated by reference to Exhibit 4.2 of Form 8-K filed on August 2, 2005). |

| [4.5](http://www.sec.gov/Archives/edgar/data/1289490/000119312515324511/d96928dex41.htm) | | Indenture, dated September 21, 2015, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., as guarantor, and Wells Fargo Bank, National Association, as trustee, including the form of 3.125% Exchangeable Senior Notes due 2035 and the form of guarantee (incorporated by reference to Exhibit 4.1 of Form 8-K filed on September 21, 2015). |

| [4.6](https://www.sec.gov/Archives/edgar/data/1289490/000162828020002202/ex46descriptionofsecur.htm) | | Description of Securities(2) |

| [10.4](http://www.sec.gov/Archives/edgar/data/1289490/000119312505155041/dex101.htm) | | Purchase Agreement, dated as of July 27, 2005, among Extra Space Storage LP, ESS Statutory Trust III and the Purchaser named therein (incorporated by reference to Exhibit 10.1 of Form 8-K filed on August 2, 2005). |

| [10.14](http://www.sec.gov/Archives/edgar/data/1289490/000119312515324511/d96928dex101.htm) | | Registration Rights Agreement, dated September 21, 2015, among Extra Space Storage LP, Extra Space Storage Inc., Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as representatives of the initial purchasers (incorporated by reference to Exhibit 10.1 of Form 8-K filed on September 21, 2015). |

| [10.23](http://www.sec.gov/Archives/edgar/data/1289490/000162828017006872/exhibit101-exr630178kpriva.htm) | | Note Purchase Agreement, dated as of June 29, 2017, by and among Extra Space Storage Inc., Extra Space Storage LP and the purchasers named therein (incorporated by reference to Exhibit 10.1 of Form 8-K filed on June 30, 2017). |

| [10.24](http://www.sec.gov/Archives/edgar/data/1289490/000162828018007425/a52518privatedebtoffering.htm) | | Note Purchase Agreement, dated as of May 25, 2018, by and among Extra Space Storage Inc., Extra Space Storage LP and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 31, 2018). |

| [10.25](http://www.sec.gov/Archives/edgar/data/1289490/000119312518346434/d673021d8k.htm) | | Amended and Restated Credit Agreement, dated as of December 7, 2018, by and among Extra Space Storage Inc., Extra Space Storage LP, U.S. Bank National Association, as administrative agent, certain other financial institutions acting as syndication agents, documentation agents and lead arrangers and book runners, and certain lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 10, 2018). |

| [10.26](http://www.sec.gov/Archives/edgar/data/1289490/000119312519190601/d773059d8k.htm) | | Amendment No. 1, dated as of July 1, 2019, to the Amended and Restated Credit Agreement, dated as of December 7, 2018, by and among Extra Space Storage Inc., Extra Space Storage LP, U.S. Bank National Association, as administrative agent, certain other financial institutions acting as syndication agents, documentation agents and lead arrangers and book runners, and certain lenders party thereto (incorporated by reference to Exhibit 10.1 of Form 8-K filed on July 8, 2019). |

(3)See Item 15(a)(2) above.

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

| Date: February [removed: 25, 2020] [added: 26, 2021] | | [added: | | | |] By: | | [added: | | | |] /s/ JOSEPH D. MARGOLIS | [added: | |]

| | | | | [added: | | | | | | | |] Joseph D. Margolis *Chief Executive Officer* | [added: | |]

| | | | | [added: | | | | | | | |] Joseph D. Margolis *Chief Executive Officer* *(Principal Executive Officer)* | [added: | |]

| Date: February [removed: 25, 2020] [added: 26, 2021] | | [added: | | | |] By: | | [added: | | | |] /s/ P. SCOTT STUBBS | [added: | |]

| | | | | [added: | | | | | | | |] P. Scott Stubbs *Executive Vice President and Chief Financial Officer* *(Principal Financial Officer)* | [added: | |]

| Date: February [removed: 25, 2020] [added: 26, 2021] | | [added: | | | |] By: | | [added: | | | |] /s/ GRACE KUNDE | [added: | |]

| | | | | [added: | | | | | | | |] Grace Kunde *Senior Vice President, Accounting and Finance* *(Principal Accounting Officer)* | [added: | |]

| Date: February [removed: 25, 2020] [added: 26, 2021] | | [added: | | | |] By: | | [added: | | | |] /s/ KENNETH M. WOOLLEY | [added: | |]

| | | | | [added: | | | | | | | |] Kenneth M. Woolley *Chairman of the Board* | [added: | |]

| Date: February [removed: 25, 2020] [added: 26, 2021] | | [added: | | | |] By: | | [added: | | | |] /s/ JOSEPH J. BONNER | [added: | |]

| | | | | [added: | | | | | | | |] Joseph J. Bonner *Director* | [added: | |]

| Date: February [removed: 25, 2020] [added: 26, 2021] | | [added: | | | |] By: | | [added: | | | |] /s/ SPENCER F. KIRK | [added: | |]

| | | | | [added: | | | | | | | |] Spencer F. Kirk *Director* | [added: | |]

| Date: February [removed: 25, 2020] [added: 26, 2021] | | [added: | | | |] By: | | [added: | | | |] /s/ DENNIS LETHAM | [added: | |]

| | | | | [added: | | | | | | | |] Dennis Letham *Director* | [added: | |]

| Date: February [removed: 25, 2020] [added: 26, 2021] | | [added: | | | |] By: | | [added: | | | |] /s/ DIANE OLMSTEAD | [added: | |]

| | | | | [added: | | | | | | | |] Diane Olmstead *Director* | [added: | |]

| Date: February [removed: 25, 2020] [added: 26, 2021] | | [added: | | | |] By: | | [added: | | | |] /s/ ROGER B. PORTER | [added: | |]

| | | | | [added: | | | | | | | |] Roger B. Porter *Director* | [added: | |]

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

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

| Date: February 26, 2021 | | | | | | By: | | | | | | /s/ JOSEPH D. MARGOLIS | | |

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| Date: February 26, 2021 | | | | | | By: | | | | | | /s/ GARY CRITTENDEN | | |

| | | | | | | | | | | | | Gary Crittenden *Director* | | |

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| Date: February 26, 2021 | | | | | | By: | | | | | | /s/ JULIA VANDER PLOEG | | |

| | | | | | | | | | | | | Julia Vander Ploeg *Director* | | |

| | | | | |

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

| Date: February 25, 2020 | | By: | | /s/ ASHLEY DREIER |

| | | | | Ashley Dreier *Director* |