Extra Space Storage (EXR) 10-K risk factor changes: FY2024 vs FY2023
The 2024-12-31 10-K against the 2023-12-31 one, compared heading by heading and sentence by sentence.
Item 1A36 rewritten11 added19 removed177 unchanged
All filing items807 rewritten479 added337 removed1,613 unchanged
Summary
counted, not written
- Item 1A lists 30 risk factor headings: 2 new, 1 reworded and 27 unchanged since FY2023. 2 headings from FY2023 no longer appear.
- Sentence by sentence, 479 added, 337 removed, 807 rewritten and 1,613 unchanged across 18 items that differ.
New Item 1A headings (2)
- State and federal regulations relating to natural disasters, public health emergencies or consumer protection could adversely affect our results of operations.
- We may record losses as a result of the bankruptcy, insolvency, or other credit failure of the borrowers under our bridge lending program or other companies in which we have invested. In that case, our revenues and results of operations may be materially and adversely impacted.
Removed Item 1A headings (2)
- We face continuing risks and costs in connection with integrating the Life Storage business following our business combination with Life Storage, Inc. (“Life Storage”) in July 2023, and we may not be able to successfully realize the synergies and other benefits of the acquisition or do so within the anticipated time frame.
- Public health emergencies, and measures intended to prevent the spread of a public health emergency, could adversely affect our results of operations.
Reworded Item 1A headings (1)
- Uninsured
[removed: losses or][added: losses,] losses in excess of our insurance[removed: coverage][added: coverage, or increasing insurance deductibles] could adversely affect our financial condition and our cash flow.
A heading is new when no FY2023 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2024; struck-through words were in FY2023. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
36 rewritten, 11 added, 19 removed, 177 unchanged
Uninsured [removed: losses or] [added: losses,] losses in excess of our insurance [removed: coverage] [added: coverage, or increasing insurance deductibles] could adversely affect our financial condition and our cash flow.
[removed: Settling any such liabilities could negatively impact our] operating results and cash available for distribution to [removed: stockholders,] [added: stockholders] and could also adversely affect our ability to sell, lease, operate or encumber affected properties.
Our information technology systems and those of our third-party service providers, strategic partners and other contractors or consultants are vulnerable to attack and damage or interruption from computer viruses and malware (e.g. ransomware), misconfigurations, bugs or other vulnerabilities, malicious code, natural disasters, terrorism, war, telecommunication and electrical failures, hacking, cyberattacks, phishing attacks and other social engineering schemes, employee theft or misuse, human [removed: error] [added: error,] fraud, denial or degradation of service attacks, and sophisticated nation-state and nation-state-supported actors.
Although we have taken steps to protect the security of our information technology systems and Confidential Information, it is possible that our cybersecurity risk management program and processes, including our policies, safety and security [removed: measures] [added: measures,] will not be fully implemented, complied with or able to prevent such systems’ improper functioning or damage, or the improper accessing or disclosure of Confidential Information, from such security breaches, disruptions, and shutdowns.
[removed: We] [added: From time to time, we,] and certain of our service [removed: providers are, from time to time,] [added: providers, are] subject to cyberattacks and security incidents.
[added: Any failure to maintain the proper functioning, confidentiality, security and availability of our or our third-party service providers' information technology systems or our Confidential Information could interrupt our] operations, damage our reputation, divert significant management attention and resources to remedy any damages that result, subject us to liability and claims or regulatory investigations and enforcement actions, which could result in, among other things, fines and penalties, and have a material adverse effect on our business, financial condition and results of operations.
Actual or perceived failures to comply with laws and regulations relating to data privacy and [removed: protection,] [added: protection] could adversely affect our business, results of operations, and our financial condition.
For example, the California Consumer Privacy Act, as amended by the California Privacy Rights Act, requires certain businesses that process personal information of California residents to, among other [removed: things:] [added: things,] provide certain disclosures to California residents regarding the business’s collection, use, and disclosure of their personal information; receive and respond to requests from California residents to access, delete, and correct their personal information, or to opt-out of certain disclosures of their personal information; and enter into specific contractual provisions with service providers that process California resident personal information on the business’s behalf.
[removed: Public health emergencies,] [added: State] and [removed: measures intended] [added: federal regulations relating] to [removed: prevent the spread of a] [added: natural disasters,] public health [removed: emergency,] [added: emergencies or consumer protection] could adversely affect our results of operations.
The impact of [removed: a] [added: natural disasters,] public health [removed: emergency,] [added: emergencies] and [removed: measures] [added: any government responses] to [removed: prevent the spread of a virus] [added: such emergencies,] or [removed: the underlying causes of a health crisis,] [added: regulations passed in an attempt to protect consumers] could lower demand for storage [removed: facilities due to, among other things, stay-at home orders and other restrictions which may] [added: facilities,] lead to lower rental rates, [added: inability to raise rents,] reduced late fee collection and impaired ability to hold auctions resulting in higher accounts receivable and bad debt.
[removed: In addition,] [added: As] a [removed: public health emergency could cause general economic and market disruptions which] [added: result of all these factors, our failure to qualify as a REIT also] could impair our ability to expand our [removed: business,] [added: business and] raise capital and [added: could] adversely affect the value of our securities.
Although the self-storage industry has historically been resilient to ordinary market downturns, the impact of [removed: pandemics, epidemics or] [added: natural disasters,] public health emergencies [removed: on the U.S.] and [removed: world economies generally,] [added: related regulations including those that limit our ability to raise rents could materially] and [removed: on] [added: adversely affect] our [removed: future] results [removed: in particular, could be significant] [added: of operations] and will largely depend on future developments, which are highly uncertain and cannot be predicted.
Should the impact of climate change be material in nature or occur for lengthy periods of time, our financial condition or results of operations may be adversely [removed: affected,] [added: affected] and may negatively impact the types and pricing of insurance we are able to procure.
Further, the impact of climate change may increase the cost of, or make [added: unavailable, property insurance or other hazard insurance on terms we find acceptable or necessary to adequately protect our properties.]
As of December 31, [removed: 2023,] [added: 2024,] we held interests in [removed: 474] [added: 469] operating stores through joint ventures.
Partners or co-venturers may have economic or other business interests or goals which are inconsistent with our business interests or [removed: goals,] [added: goals] and may be in a position to take actions contrary to our policies or objectives.
A downturn in the credit and financial markets may cause us to seek alternative sources of potentially less attractive [removed: financing,] [added: financing] and may require us to adjust our business plan accordingly.
As of December 31, [removed: 2023,] [added: 2024,] we had approximately [removed: $11.3] [added: $12.6] billion of outstanding indebtedness.
We may borrow under our [removed: Credit Lines] [added: revolving lines of credit and commercial paper program] or borrow new funds to finance these future stores.
Additionally, we do not anticipate that our internally generated cash flow will be adequate to repay our existing indebtedness upon maturity and, therefore, we expect to repay our indebtedness through refinancings and equity [added: and/or debt offerings.]
If we are required to utilize our [removed: Credit Lines] [added: revolving lines of credit and commercial paper] for purposes other than acquisition activity, this will reduce the amount available for acquisitions and could slow our growth.
- we may be unable to refinance our indebtedness at [removed: maturity] [added: maturity,] or the refinancing terms may be less favorable than the terms of our original indebtedness;
- we may default on our [removed: obligations] [added: 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;
As of December 31, [removed: 2023,] [added: 2024,] we had approximately [removed: $11.3] [added: $12.6] billion of debt outstanding, of which approximately $3.0 [removed: billion,] [added: billion] or [removed: 26.6%] [added: 24.2%] 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: 6.6%] [added: 5.4%] per annum.
Our existing indebtedness contains covenants that limit our operating [removed: flexibility] [added: flexibility,] and failure to comply with all covenants in our debt agreements could materially and adversely affect us.
[added: This, in turn, could] cause our other debt, including the notes and our revolving credit facility, to become due and payable as a result of cross-default or cross-acceleration provisions contained in the agreements governing the other debt and permit certain of our lenders to foreclose on our assets, if any, that secure this debt.
In the event that some or all of our debt is accelerated and becomes immediately due and payable, we may not have the funds to [removed: repay,] [added: repay] or the ability to refinance our debt.
[removed: If any of the credit rating agencies that have rated the outstanding notes or other debt securities of the operating partnership downgrades or lowers its credit rating, or if any credit rating agency indicates that it has] placed any such rating on a so-called “watch list” for a possible downgrading or lowering or otherwise indicates that its outlook for that rating is negative, it could have a material adverse effect on our costs and availability of capital, which could in turn have a material adverse effect on our financial condition, results of operations, cash flows and our ability to satisfy our debt service obligations (including payments on the outstanding notes) and to make dividends and other distributions to our security holders and could also have the material adverse effect on the market value of the outstanding notes.
If we fail to qualify as a REIT or lose our qualification as a REIT at any time, we will face serious tax consequences that would substantially reduce the funds available for distribution for each of the years involved [removed: because:][added: because of the following:]
In addition, if we fail to qualify as a REIT, we will not be required to make distributions to stockholders, and all distributions to stockholders will be subject to tax as regular corporate dividends to the extent of our current and accumulated [added: earnings and profits.]
In order to qualify as a REIT, we must satisfy a number of requirements, including requirements regarding the composition of our assets, the sources of our gross income and the owners [removed: of our stock.]
We, jointly with certain corporate subsidiaries, including Extra Space Management, Inc., elected to treat each such subsidiary as a taxable REIT subsidiary [added: (a “TRS”)] of our Company for U.S. federal income tax purposes.
ESM Reinsurance Limited, a wholly-owned subsidiary of Extra Space Management, Inc., generates income from insurance premiums that are subject to U.S. federal income tax and state insurance premiums [removed: tax,] [added: tax] and pays certain insurance royalties to us.
In addition, we will be subject to a 100% penalty tax on certain amounts if the economic arrangements among our tenants, our [removed: TRS] [added: TRSs] and us are not comparable to similar arrangements among unrelated parties.
To the extent that we are, or any of our TRSs [removed: is,] [added: are,] required to pay U.S. federal, state or local taxes, we will have less cash available for distribution to stockholders.
Also, insurance deductibles may continue increasing.
Settling any such liabilities could negatively impact our
We may record losses as a result of the bankruptcy, insolvency, or other credit failure of the borrowers under our bridge lending program or other companies in which we have invested.
In that case, our revenues and results of operations may be materially and adversely impacted.
As of December 31, 2024, the total outstanding balance under investments in debt securities and notes receivable was $1.6 billion, including $1.2 billion outstanding under our bridge loan program.
Further, as of December 31, 2024, the total outstanding balance of our investments in unconsolidated real estate entities, net of cash distributions, was $1.3 billion, of which $350 million was invested in the preferred stock of entities affiliated with SmartStop.
Although we conduct due diligence and aim to carefully evaluate the risks associated with these debt and other investments, we could incur losses from our lending and investing decisions, which includes subjective and complex judgments and forecasts of economic conditions and how these economic predictions might impair the ability of our borrowers and unconsolidated real estate entities to operate their business and/or make all required payments.
For example, volatility of the capital and credit markets, increased interest rates, lower demand for storage and general economic conditions may adversely affect the solvency, creditworthiness or operations of our borrowers and entities in which we have invested.
If our forecasts prove incorrect, or if any of our borrowers and unconsolidated real estate entities fail to perform as expected, we may incur losses from these investments which could have a material adverse effect on our operating revenue and results of operations.
If any credit rating agency that has rated the outstanding notes or other debt securities of the Operating Partnership downgrades or lowers its credit rating, or if any credit rating agency indicates that it has
of our stock.
We face continuing risks and costs in connection with integrating the Life Storage business following our business combination with Life Storage, Inc. (“Life Storage”) in July 2023, and we may not be able to successfully realize the synergies and other benefits of the acquisition or do so within the anticipated time frame.
The acquisition of Life Storage involves the combination of two companies that previously operated as independent public companies and their respective operating partnerships.
Although we believe the combined company has benefited from the elimination of duplicative costs associated with supporting a public company platform, we have devoted, and will continue to devote, significant management attention and resources to integrating the operations of Extra Space and Life Storage.
Although much of Life Storage’s business is integrated, we may encounter costs and difficulties in the continuing integration process include the following:
- the inability to fully combine the operations of Life Storage into our business, including the integration of employees, customer records and maintaining cybersecurity protections, in a manner that permits us to achieve the cost savings anticipated to result from the transaction;
- the inability to dispose of former Life Storage assets or operations that we may desire to dispose of;
- the difficulties of operating separate brands and the costs of potentially rebranding Life Storage stores over an extended period of time;
- the complexities associated with managing the combined businesses out of different locations and integrating personnel from the two companies;
- the failure to retain key employees of either of the two companies;
- potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the Life Storage business; and
- performance shortfalls as a result of the diversion of management’s attention caused by completing the Life Storage transaction and integrating the companies’ operations.
For all these reasons, it is possible that the continuing integration process could result in the distraction of our management and ongoing business or inconsistencies in our operations, services, standards, controls, procedures and policies, any of which could adversely affect our ability to maintain relationships with customers, vendors and employees or to achieve the anticipated benefits of the Life Storage transaction, or could otherwise adversely affect our business and financial results.
Any failure to maintain the proper functioning, confidentiality, security and availability of our or our third-party service providers' information technology systems or our Confidential Information could interrupt our
We face risks related to public health emergencies, such as epidemics and pandemics that could materially and adversely impact our results of operations in the future.
unavailable, property insurance or other hazard insurance on terms we find acceptable or necessary to adequately protect our properties.
and/or debt offerings.
This, in turn, could
earnings and profits.
As a result of all these factors, our failure to qualify as a REIT also could impair our ability to expand our business and raise capital, and could adversely affect the value of our securities.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
103 rewritten, 97 added, 43 removed, 175 unchanged
For a discussion of such risk factors, see the section in this Form 10-K entitled “Risk Factors.” Dollar amounts [added: are] in thousands, except share and per share data, unless otherwise stated.*
We derive substantially all of our revenues from our two segments: [removed: storage] [added: self-storage] operations and tenant reinsurance.
Primary sources of revenue for our [removed: storage] [added: self-storage] operations segment include rents received from tenants under leases at each of our wholly-owned stores.
Developed by our management team, these systems enable us to analyze, set and adjust rental rates [removed: in real time] [added: daily] across our portfolio in order to respond to changing market conditions.
The primary factors that require the most judgment in determining whether the joint venture is a VIE are whether the decisions that most significantly impact the entity’s economic performance were controlled by the equity holders as a [removed: group,] [added: group] and whether the joint venture has sufficient equity to finance its activities without additional subordinated support.
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, [removed: "*Business Combinations."*] [added: “*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 acquisition.
These fair value estimates are sensitive [removed: to:] [added: 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.
No material impairments were recorded in the year ended December 31, [removed: 2023.][added: 2024.]
Otherwise, an impairment charge is recorded [removed: to] [added: for] the [removed: extent] [added: amount in which] the carrying [removed: amount] [added: value] of the [removed: goodwill exceeds the amount that would be allocated to goodwill if the] reporting unit [removed: were acquired for estimated] [added: exceeds the] fair value.
We assess our derivatives both at [removed: inception,] [added: inception] and on an ongoing quarterly [removed: basis,] [added: basis] for whether the derivatives used in hedging transactions are effective.
Results for the year ended December 31, [removed: 2023] [added: 2024] included the operations of [removed: 2,377] [added: 2,436] stores [removed: (1,903] [added: (1,967] wholly-owned, [removed: two] [added: nine] in [removed: a] consolidated joint [removed: venture,] [added: ventures,] and [removed: 472] [added: 460] in joint ventures accounted for using the equity method) compared to the results for the year ended December 31, [removed: 2022,] [added: 2023,] which included the operations of [removed: 1,451] [added: 2,377] stores [removed: (1,132] [added: (1,903] wholly-owned, [removed: one] [added: two] in [removed: a] consolidated joint [removed: venture,] [added: ventures,] and [removed: 318] [added: 472] in joint ventures accounted for using the equity method).
Material or unusual changes in the results of our operations are discussed [removed: below.][added: below:]
][added: Operations.jpg](https://www.sec.gov/Archives/edgar/data/1289490/000162828025009060/exr-20241231_g2.jpg)]
| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | $ Change | | | | | | % Change | | |
| Management fees and other income | | | [removed: 101,986] [added: 120,855] | | | | | | [removed: 83,904] [added: 101,986] | | | | | | [removed: 18,082] [added: 18,869] | | | | | | [removed: 21.6] [added: 18.5] | | % |
Property Rental—The increase in property rental [removed: revenues] [added: revenue] for the year ended December 31, [removed: 2023] [added: 2024] was primarily the result of an increase of [removed: $507,054] [added: $570,407] associated with our merger with Life Storage on July 20, 2023, (the [removed: "Life] [added: “Life] Storage [removed: Merger"] [added: Merger”] or [removed: "Merger")] [added: “Merger”)] and other acquisitions completed in [removed: 2023.][added: 2023 and 2024.]
We acquired [removed: 153] [added: 58] stores during the year ended December 31, [removed: 2022.][added: 2024.]
In addition to the increase attributable to the Merger, property rental [removed: revenues] [added: revenue] increased by [removed: $46,712] [added: $5,440] due to operating results at our [removed: stabilized stores] [added: same-store pool] and increased by [removed: $7,523] [added: $4,892] as a result of increases in occupancy at our lease-up stores.
[removed: Tenant Reinsurance—The] [added: The] increase [removed: in tenant reinsurance revenues] [added: for the year ended December 31, 2024] was [removed: due] primarily [added: due] to an increase in the number of stores [removed: operated.][added: managed.]
We operated [removed: 3,714] [added: 4,011] stores at December 31, [removed: 2023,] [added: 2024,] compared to [removed: 2,338] [added: 3,714] stores at December 31, [removed: 2022.][added: 2023.]
The increase [added: in tenant reinsurance expense] for the year ended December 31, [removed: 2023] [added: 2024] was [removed: primarily] due [added: primarily] to [removed: an] [added: the] increase in [removed: the] [added: total] number of stores [removed: managed.][added: operated compared to the prior year.]
As of December 31, [removed: 2023,] [added: 2024,] we managed [removed: 1,811] [added: 2,044] stores for third parties and [added: unconsolidated] joint [removed: ventures] [added: ventures,] compared to [removed: 1,206] [added: 1,811] stores as of December 31, [removed: 2022.][added: 2023.]
| Life Storage Merger transition costs | | | [removed: 66,732] | | | | | | [removed: —] | | | | | | [removed: 66,732] [added: —] | | | | | | [removed: —] [added: 66,732] | | [removed: %] |
| General and administrative | | | [removed: 146,408] | | | | | | [removed: 129,251] | | | | | | [removed: 17,157] [added: 167,398] | | | | | | [removed: 13.3] [added: 146,408] | | [removed: %] |
| Depreciation and amortization | | | [removed: 506,053 | | | | | | 288,316] [added: 783,023] | | | | | | [removed: 217,737] [added: 506,053] | | | | | | [removed: 75.5] [added: 288,316] | | [removed: %] |
Property Operations—The increase in property operations expense consists primarily of an increase of [removed: $153,712] [added: $186,294] associated with the Life Storage Merger and other acquisitions completed in [removed: 2023.][added: 2023 and 2024.]
Life Storage Merger Transition [removed: Costs— Represents] [added: Costs—Represents] the costs that were incurred as part of the Life Storage Merger primarily consisting of severance paid as part of employment agreements with certain employees and officers of Life Storage.
Our overall [added: General and Administrative] expense has increased primarily as a result of our increased size through acquisitions, business combinations and growth through our joint venture partners and managed portfolio.
| Non-cash interest expense related to amortization of discount on Life Storage unsecured senior notes | | | [removed: (18,786)] | | | | | | [removed: —] | | | | | | [removed: (18,786)] [added: 43,720] | | | | | | [removed: 100.0] [added: 18,786] | | [removed: %] |
| Interest income | | | [removed: 84,857] [added: 124,422] | | | | | | [removed: 69,422] [added: 84,857] | | | | | | [removed: 15,435] [added: 39,565] | | | | | | [removed: 22.2] [added: 46.6] | | % |
| Equity in earnings and dividend income from unconsolidated real estate entities | | | [removed: 54,835] | | | | | | [removed: 41,428] | | | | | | [removed: 13,407] [added: (67,272)] | | | | | | [removed: 32.4] [added: (54,835)] | | [removed: %] |
| Income tax expense | | | [removed: (21,559)] | | | | | | [removed: (20,925)] | | | | | | [removed: (634)] [added: 33,478] | | | | | | [removed: 3.0] [added: 21,559] | | [removed: %] |
Interest Expense—The increase in interest expense during the year ended December 31, [removed: 2023] [added: 2024] was [added: primarily] the result of higher [removed: overall] [added: outstanding] debt [removed: and a higher average interest rate when] compared to the same period in the prior year.
Information on the total face value of debt and the [added: weighted] average interest rate for the years ended December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022] [added: 2023] is set forth in the following table:
| | | | [removed: 2023] | | | [removed: | | | 2022 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 2024] | | | | | | [added: 2023] | | | | | | [added: 2022] | | |
| Total face value of debt | | | $ | [removed: 11,346,105] [added: 12,600,661] | | | | | $ | [removed: 7,364,424] [added: 11,346,105] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| [removed: Average] [added: Weighted average] interest rate | | | [removed: 4.6] [added: 4.4] | | % | | | | [removed: 4.1] [added: 4.6] | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-cash Interest Expense Related to Amortization of Discount on Life Storage Unsecured Senior Notes—Represents the amortization of the discount [removed: recorded] [added: assigned] to [removed: present] the fair value of the Life Storage unsecured senior notes assumed as part of the Life Storage Merger.
Interest Income—Interest income represents interest earned on [added: variable interest rate] bridge [removed: loans and] [added: loans,] debt [removed: securities, income earned] [added: securities and] on notes receivable from common and preferred Operating Partnership unit [removed: holders and amounts earned on cash and cash equivalents deposited with financial institutions.][added: holders.]
The [removed: total principal] balance of bridge loans [removed: receivable] [added: was $1,244,575] as of December 31, [removed: 2023 was $594,727,] [added: 2024,] compared to [removed: $491,879] [added: $594,727] as of December 31, [removed: 2022.][added: 2023.]
| Property rental | | | $ | 2,803,252 | | | | | $ | 2,222,578 | | | | | $ | 580,674 | | | | | 26.1 | | % |
| Tenant reinsurance | | | 332,795 | | | | | | 235,680 | | | | | | 97,115 | | | | | | 41.2 | | % |
| Total revenues | | | $ | 3,256,902 | | | | | $ | 2,560,244 | | | | | $ | 696,658 | | | | | 27.2 | | % |
The increase is also attributed to the Life Storage stores being on our platform for a full 12 months in 2024 in comparison with five months in 2023.
Tenant Reinsurance—The increase in tenant reinsurance revenue was due primarily to an increase in the number of stores operated, as well as the Life Storage stores being on our platform for a full 12 months in 2024 in comparison with five months in 2023.
| Property operations | | | $ | 831,566 | | | | | $ | 612,036 | | | | | $ | 219,530 | | | | | 35.9 | | % |
| Tenant reinsurance | | | 73,886 | | | | | | 58,874 | | | | | | 15,012 | | | | | | 25.5 | | % |
| Depreciation and amortization | | | 783,023 | | | | | | 506,053 | | | | | | 276,970 | | | | | | 54.7 | | % |
| Total expenses | | | $ | 1,855,873 | | | | | $ | 1,390,103 | | | | | $ | 465,770 | | | | | 33.5 | | % |
We acquired 58 stores during the year ended December 31, 2024.
The increase is also attributed to the Life Storage stores being on our platform for a full 12 months in 2024 in comparison with five months in 2023.
Additionally, property operations expense increased $23,122 at our same-store pool due to increased marketing expense, payroll, and property taxes.
We operated 4,011 stores at December 31, 2024, compared to 3,714 stores at December 31, 2023.
We acquired 58 wholly-owned stores during the year ended December 31, 2024.
| | | | 2024 | | | | | | 2023 | | | | | | $ Change | | | | | | % Change | | |
| Loss on real estate assets held for sale and sold, net | | | $ | (25,906) | | | | | $ | — | | | | | $ | (25,906) | | | | | 100.0 | | % |
| Impairment of Life Storage trade name | | | (51,763) | | | | | | — | | | | | | (51,763) | | | | | | 100.0 | | % |
| Interest expense | | | (551,354) | | | | | | (419,035) | | | | | | (132,319) | | | | | | 31.6 | | % |
| Equity in earnings of unconsolidated real estate ventures - gain on sale of real estate assets and sale of a joint venture interest | | | 13,730 | | | | | | — | | | | | | 13,730 | | | | | | 100.0 | | % |
| Total other expense, net | | | $ | (500,797) | | | | | $ | (319,688) | | | | | $ | (181,109) | | | | | 56.7 | | % |
Loss on Real Estate Assets Held for Sale and Sold, Net—During the year ended December 31, 2024, we had 18 stores classified as held for sale.
Of the 18 stores, 10 had an estimated fair value, net of selling costs, which was less than the carrying value of the asset.
As a result, we recorded an estimated loss of $63,250.
On our consolidated statements of operations, this amount is shown net of the sale of a property which generated a gain of $37,344 within gain (loss) on real estate assets held for sale and sold, net.
Impairment of Life Storage Trade Name—During the year ended December 31, 2024, we decided to operate all stores under a single brand.
As a result of that decision, we deemed the Life Storage trade name intangible asset to be impaired and recognized a loss for the full value of the asset.
| | | | 2024 | | | | | | 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The increase compared to 2023 is mainly attributed to the Life Storage stores being on our platform for 12 months in 2024 in comparison with five months in 2023.
Additionally, in November 2024 we acquired additional ownership interest in the HF1 Sovran HHF Storage Holdings LLC and HF2 Sovran HHF Storage Holdings II LLC from our partner in the unconsolidated joint ventures.
The transaction increased our equity ownership percentages from 20% and 15%, respectively, to 49% in each unconsolidated joint venture.
Equity in Earnings of Unconsolidated Real Estate Ventures - Gain on Sale of Real Estate Assets and Sale of a Joint Venture Interest—In August 2024, the ESS Bristol Investments LLC joint venture sold five of its eight stores to another unconsolidated joint venture, and we recognized a gain of $10,324 for our pro rata share of the transaction.
In September 2024, we sold our membership interest in the Alan Jathoo JV LLC unconsolidated joint venture, which held nine stores, to our partner and recognized a gain of $3,406 on the transaction.
Income Tax Expense—The increase in income tax expense for the year ended December 31, 2024 was primarily the result of a full year of TRS book income for Life Storage stores, compared to a partial year in 2023, as well as a decrease in permanent tax deductions related to stock awards.
| (Gain) loss on real estate assets held for sale and sold, net | | | | | | 25,906 | | | | | | — | | | | | | (14,249) | | |
| Unconsolidated joint venture gain on sale of real estate assets | | | | | | (13,730) | | | | | | — | | | | | | — | | |
Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023
| | | | | | | | | | | | | | | | | | | | | | 2024 | | | | | | 2023 | | | | | | Change | | |
| Net rental income | | | | | | | | | | | | | | | | | | | | | $ | 1,601,455 | | | | | $ | 1,596,015 | | | | | 0.3% | | |
| Other operating income | | | | | | | | | | | | | | | | | | | | | $ | 64,300 | | | | | $ | 65,689 | | | | | (2.1)% | | |
| Total same-store rental revenues | | | | | | | | | | | | | | | | | | | | | $ | 1,665,755 | | | | | $ | 1,661,704 | | | | | 0.2% | | |
| Property rental | | | $ | 2,222,578 | | | | | $ | 1,654,735 | | | | | $ | 567,843 | | | | | 34.3 | | % |
| Tenant reinsurance | | | 235,680 | | | | | | 185,531 | | | | | | 50,149 | | | | | | 27.0 | | % |
| Total revenues | | | $ | 2,560,244 | | | | | $ | 1,924,170 | | | | | $ | 636,074 | | | | | 33.1 | | % |
| Property operations | | | $ | 612,036 | | | | | $ | 435,342 | | | | | $ | 176,694 | | | | | 40.6 | | % |
| Tenant reinsurance | | | 58,874 | | | | | | 33,560 | | | | | | 25,314 | | | | | | 75.4 | | % |
| Transaction costs | | | — | | | | | | 1,548 | | | | | | (1,548) | | | | | | (100.0) | | |
| Total expenses | | | $ | 1,390,103 | | | | | $ | 888,017 | | | | | $ | 502,086 | | | | | 56.5 | | % |
Additionally, property operations expense increased $22,097 at stabilized stores due to increased marketing expense, credit card processing fees and insurance.
The increase in tenant reinsurance expense for the year ended December 31, 2023 was due primarily to the increase in total number of stores operated compared to the prior year.
Transaction Costs—This represents the costs that were incurred as part of the acquisition of Bargold.
| Gain on real estate transactions | | | $ | — | | | | | $ | 14,249 | | | | | $ | (14,249) | | | | | (100.0) | | % |
| Interest expense | | | (419,035) | | | | | | (219,171) | | | | | | (199,864) | | | | | | 91.2 | | % |
| Total other expense, net | | | $ | (319,688) | | | | | $ | (114,997) | | | | | $ | (204,691) | | | | | 178.0 | | % |
Gain on Real Estate Transactions — During the year ended, December 31, 2022, we sold two stores.
We recognized a total gain of $14,249 related to the sale of these assets.
We added a total of 154 stores to new and existing joint ventures (145 stores from the Life Storage Merger) during the year ended December 31, 2023 resulting in higher earnings when compared to the prior year.
Income Tax Expense—For the year ended December 31, 2023, the increase in income tax expense was the result of an increase in income earned by our TRS when compared to the same period in the prior year.
| Gain on real estate transactions | | | | | | — | | | | | | (14,249) | | | | | | (140,760) | | |
| Same-store net operating income | | | | | | | | | | | | | | | | | | | | | $ | 1,186,120 | | | | | $ | 1,153,795 | | | | | 2.8% | | |
Same-store revenues for the year ended December 31, 2023 increased compared to the same periods in 2022 due to higher average rates to existing customers and higher other operating income partially offset by lower occupancy.
Same-store expenses increased for the year ended December 31, 2023 compared to the year ended 2022 due to increases in payroll, credit card processing fees, utilities, property taxes and insurance.
The same-store expense growth rate for the year ended December 31, 2023 is amplified by negative expense growth in the 2022 comparable period.
| | | | | | | | | | | | | | | | 2023 | | | | | | 2022 | | |
| Gain on real estate transactions | | | | | | | | | | | | | | | — | | | | | | (14,249) | | |
| Transaction costs | | | | | | | | | | | | | | | — | | | | | | 1,548 | | |
| Non same-store rental revenue | | | | | | | | | | | | | | | (660,292) | | | | | | (139,370) | | |
| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |
| Depreciation and amortization | | | 506,053 | | | | | | 288,316 | | | | | | 241,879 | | |
| Cash paid for business combination | | | — | | | | | | (157,302) | | | | | | — | | |
| Gain on real estate transactions | | | — | | | | | | (14,249) | | | | | | (140,760) | | |
| Issuance and purchase of notes receivable | | | (330,499) | | | | | | (529,245) | | | | | | (317,482) | | |
| Proceeds from sale of notes receivable | | | 167,495 | | | | | | 210,048 | | | | | | 172,002 | | |
| Principal payments received from notes receivable | | | 142,192 | | | | | | 283,636 | | | | | | 51,463 | | |
| Proceeds from the sale of common stock, net of offering costs | | | — | | | | | | — | | | | | | 273,189 | | |
| Proceeds from sale of real estate assets and investments in real estate ventures | | | 2,132 | | | | | | 39,367 | | | | | | 572,728 | | |
| Net proceeds from our debt financing and repayment activities | | | 1,574,019 | | | | | | 1,376,411 | | | | | | 206,691 | | |
| Repurchase of common stock | | | — | | | | | | (63,008) | | | | | | — | | |
As of December 31, 2023, we had $11,346,105 face value of debt, resulting in a debt to total enterprise value ratio of 24.2%.
As of December 31, 2022, we had $7,364,424 face value of debt, resulting in a debt to total enterprise value ratio of 25.8%.
The weighted average interest rate of total debt at December 31, 2023 and 2022 was 4.6% and 4.1%, respectively.
An excerpt. Shown here: 40 of 103 rewritten, 40 of 97 added and 40 of 43 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2024 filing and the FY2023 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
3 rewritten, 0 added, 0 removed, 12 unchanged
As of December 31, [removed: 2023,] [added: 2024,] we had approximately [removed: $11,346,105] [added: $12,600,661] in total face value [added: of] debt, of which approximately [removed: $3,023,152] [added: $3,045,255] was subject to variable interest rates (excluding debt with interest rate swaps).
If benchmark index rates were to increase or decrease by 100 basis points, the increase or decrease in interest expense on the [removed: variable rate] [added: variable-rate] debt would increase or decrease future earnings and cash flows by approximately [removed: $30,232] [added: $30,453] annually.
Interest rate swaps involve the exchange of fixed-rate and variable-rate interest payments between two parties based on a contractual underlying notional [removed: amount,] [added: amount] but do not involve the exchange of the underlying notional [removed: amounts.][added: amount.]
Item 1. Business
30 rewritten, 14 added, 13 removed, 104 unchanged
To the extent we continue to qualify as a [removed: REIT] [added: REIT,] we will not be subject to U.S. federal tax, with certain exceptions, on our REIT taxable income that is distributed to our stockholders.
As of December 31, [removed: 2023,] [added: 2024,] we owned and/or operated [removed: 3,714] [added: 4,011] stores in 42 states, and Washington, D.C., comprising approximately [removed: 283] [added: 308.4] million square feet of net rentable space in approximately [removed: 2.6] [added: 2.8] million units.
A wholly-owned, consolidated subsidiary fully reinsures such policies and thereby assumes all risk of losses under these policies and receives reinsurance [removed: premiums] [added: premiums,] substantially equal to the premiums collected from our tenants, from the non-affiliated insurance company.
As of December 31, [removed: 2023,] [added: 2024,] we managed [removed: 1,337] [added: 1,575] stores for third party owners.
We generally originate mortgage loans and mezzanine [removed: loans,] [added: loans] with the [removed: intent] [added: option] to sell a portion of the mortgage loans to third parties, while retaining our interests in the mezzanine loans.
As of December 31, [removed: 2023,] [added: 2024,] the total balance of bridge loans receivable was [removed: $594.7 million.][added: $1.2 billion.]
These investments benefit us by providing dividend income, [removed: increasing our management business, and] creating additional potential future acquisition opportunities through relationships with the companies in which we [removed: invest.][added: invest, or increasing our management business.]
[removed: Our size allows us greater ability than the majority] [added: We have implemented one] of [removed: our competitors to implement more] [added: the most] dynamic online marketing [removed: programs,] [added: programs in the industry,] which we believe will attract more customers to our stores at a lower net [removed: cost.][added: cost compared with our competitors.]
We also redevelop properties to extend their useful life, increase visual appeal, enhance security and [removed: to] improve brand consistency across the portfolio.
In addition to the pursuit of operating stores, from time to time we develop stores from the ground [removed: up] [added: up, frequently in a joint venture with a developer,] and provide the construction capital.
These stores purchased at completion of construction (a [removed: "Certificate] [added: “Certificate] of Occupancy [removed: store"),] [added: store”)] create additional long-term value for our stockholders.
We are typically able to acquire these assets at a lower price than a stabilized store, and [added: we] expect greater long term returns on these stores on average.
We plan to finance future acquisitions, store development and [added: re-development, capital expenditures and] our bridge loan program through a diverse capital optimization strategy which [removed: includes] [added: includes,] but is not limited [removed: to:] [added: to, the following:] cash generated from operations, borrowings under our revolving lines of credit (the [removed: "Credit Lines"),] [added: “Credit Lines”), commercial paper,] secured and unsecured financing, equity offerings, joint ventures and the sale of stores.
As of December 31, [removed: 2023,] [added: 2024,] our Credit Lines had available capacity of $2.1 billion, of which [removed: $1,458 million] [added: $1.3 billion] was undrawn.
As of December 31, [removed: 2023,] [added: 2024,] we had [removed: $1.3] [added: $1.0] billion of secured notes payable and [removed: $9.4] [added: $10.2] billion of unsecured notes payable outstanding.
During the year ended December 31, [removed: 2023,] [added: 2024,] we [removed: didn't] [added: did not] issue or sell any shares of common stock.
Joint Ventures - As of December 31, [removed: 2023,] [added: 2024,] we owned [removed: 474] [added: 460] of our stores through unconsolidated joint ventures with third parties.
We manage the day-to-day operations of the stores owned in these joint ventures and have the right to participate in major decisions relating to sales of stores or financings by the applicable joint venture, but [added: we] do not control the joint ventures.
For the year ended December 31, [removed: 2022,] [added: 2024,] we sold [removed: two] [added: six] stores for [removed: $38.7] [added: $102.5] million.
Items that tenants place in self-storage [removed: are typically] [added: may include] furniture, household items and appliances.
Changes in any of these laws or regulations, as well as changes in laws, such as the Comprehensive Environmental Response and Compensation Liability Act, which [removed: increase] [added: increases] the potential liability for environmental conditions or circumstances existing or created by tenants or others on stores, or laws affecting development, construction, operation, limitations on rent increases due to state of emergency or similar orders, upkeep, safety and taxation may result in significant unanticipated expenditures, loss of stores or other impairments to operations, which would adversely affect our financial position, results of operations or cash flows.
Insurance activities are subject to state insurance laws and regulations as determined by the particular insurance commissioner for each state in accordance with the McCarran-Ferguson [removed: Act,] [added: Act] and are subject to the Gramm-Leach-Bliley Act and the privacy regulations promulgated by the Federal Trade Commission pursuant thereto.
Our collection and processing of personal information may be subject to various data privacy and security laws, which govern the collection, use, [added: and] disclosure of personal information and are constantly evolving, may conflict with each other to complicate compliance efforts and can result in investigations, proceedings, or actions that lead to significant civil and/or criminal penalties and restrictions on data processing.
As of December 31, [removed: 2023,] [added: 2024,] we had [removed: 7,618] [added: 8,012] employees and believe our relationship with our employees is good.
In [removed: 2023,] [added: 2024,] we invited our employees to participate in an employee satisfaction survey and achieved an overall satisfaction score of [removed: 79%] [added: 75%] with [removed: over 95%] [added: 94%] of our employees participating in our survey.
We also offer other health-oriented benefits such as [removed: 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 [removed: 2023,] [added: 2024,] we invested in training and development for our employees, which included leadership training, communication training, individual development plans, site manager training and mentorship programs.
Our field employees received an average of [removed: 22] [added: 17] hours of training and each new hire received an average of 82 hours of training in [removed: 2023.][added: 2024.]
[removed: Diversity, Equity] [added: Inclusion] and [removed: Inclusion][added: Values]
We believe that our emphasis on training and development, employee safety, employee health and well-being, and a commitment to [removed: diversity, equity and inclusion] [added: our values] leads to an increase in employee [removed: productivity] [added: engagement] and positions us to attract and retain top diverse talent.
Commercial Paper - We have a commercial paper program which we use as short-term financing until we obtain longer-term financing through either debt or equity.
As of December 31, 2024, our commercial paper program had available capacity of $1.0 billion, of which $500 million was undrawn.
During the year ended December 31, 2024, we issued 623,621 Operating Partnership units.
Our average occupancy for our same-store pool for 2024 was 93.9%.
The self-storage industry is characterized by fragmented ownership, where the largest companies in the industry own a fraction of the operating stores.
The remainder of the industry is characterized by numerous small, local operators.
The scarcity of capital available to small operators for acquisitions and expansions, internet marketing, call centers, and the potential for savings through economies of scale are factors that are leading to consolidation in the industry.
We believe that, as a result of this trend, significant growth opportunities exist for operators with proven management systems and sufficient capital resources to grow through acquisitions and/or third-party management platforms.
We offer our employees a health concierge service that helps them navigate their healthcare, from finding providers, comparing costs and resolving complex claims issues.
- We are committed to fostering an inclusive culture and living our core values of integrity, teamwork, excellence, passion and innovation.
In 2024, we continued to expand participation in our employee resource groups, which provide employees with opportunities to build connections, celebrate culture, access mentoring, and engage in educational initiatives that strengthen our workplace community.
- Inclusion is central to our values and culture at Extra Space.
We believe that excellence and innovation stem from diverse perspectives, integrity is upheld through equitable practices, and optimal teamwork thrives in an inclusive environment.
We strive to ensure every employee feels engaged and empowered to bring their whole selves to work, fueling their passion and commitment to our shared goals.
According to the Self-Storage Almanac (the “Almanac”), the national average physical occupancy rate was 92.8% of net rentable square feet in 2017, compared to an average physical occupancy rate of 91.6% in 2023.
Our average occupancy for wholly-owned stores for 2023 was 92.0%.
The industry is also characterized by fragmented ownership.
According to the Almanac, as of the end of 2023, the top ten self-storage companies in the United States operated approximately 26.1% of the total U.S. stores, and the top 50 self-storage
companies operated approximately 32.9% of the total U.S. stores.
We believe this fragmentation will contribute to continued consolidation at some level in the future.
Over 56% of our employees who are enrolled in our health plan participate in these programs, which are designed to improve employees' overall health.
We offer individualized counseling to our employees to assist them with their journey towards better health and financial wellness.
We value diversity, equity and inclusion and undertake a wide spectrum of initiatives to attract and retain a diverse workforce.
During 2023, we expanded participation in our employee resource groups that provide our employees a space to build community by celebrating their culture, providing mentoring opportunities and developing educational content for Extra Space.
We will continue to implement and pursue diversity, equity and inclusion initiatives and tracking that allow us to attract and retain diverse top talent, improve employee engagement, increase innovation and customer insight and enhance the quality of our decision making.
Newsweek recently recognized us as one of America's Greatest Workplaces for Diversity 2024.
Our employee population is approximately 49% female and approximately 44% have self-identified as people of color: Black or African American (18%), Hispanic or Latino (18%), Asian (2.4%), of two or more races (4.2%), Native American (0.7%), and Pacific Islander (0.5%).
Cover and table of contents
38 rewritten, 6 added, 8 removed, 86 unchanged
For the fiscal year ended December 31, [removed: 2023][added: 2024]
The aggregate market value of the common stock held by non-affiliates of the registrant was [removed: $19,343,600,223] [added: $32,584,898,000] based upon the closing price on the New York Stock Exchange on June [removed: 30, 2023,] [added: 28, 2024,] 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 of February [removed: 22, 2024] [added: 21, 2025] was [removed: 211,574,552.][added: 211,998,129.]
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: 2024] [added: 2025] are incorporated by reference into Part III of this Annual Report on Form 10-K.
For the Year Ended December 31, [removed: 2023][added: 2024]
| Item 1. | | | [removed: [Business](#ic13730b7781540aeb1f629a509524b96_16)] [added: [Business](#idff7edb013ac45229b76293e92f0a4ce_16)] | | | [removed: [5](#ic13730b7781540aeb1f629a509524b96_16)] [added: [5](#idff7edb013ac45229b76293e92f0a4ce_16)] | | |
| Item 1A. | | | [Risk [removed: Factors](#ic13730b7781540aeb1f629a509524b96_19)] [added: Factors](#idff7edb013ac45229b76293e92f0a4ce_19)] | | | [removed: [9](#ic13730b7781540aeb1f629a509524b96_19)] [added: [9](#idff7edb013ac45229b76293e92f0a4ce_19)] | | |
| Item 1B. | | | [Unresolved Staff [removed: Comments](#ic13730b7781540aeb1f629a509524b96_22)] [added: Comments](#idff7edb013ac45229b76293e92f0a4ce_22)] | | | [removed: [17](#ic13730b7781540aeb1f629a509524b96_22)] [added: [17](#idff7edb013ac45229b76293e92f0a4ce_22)] | | |
| Item 1C. | | | [removed: [Cybersecurity](#ic13730b7781540aeb1f629a509524b96_1995)] [added: [Cybersecurity](#idff7edb013ac45229b76293e92f0a4ce_25)] | | | [removed: [17](#ic13730b7781540aeb1f629a509524b96_22)] [added: [17](#idff7edb013ac45229b76293e92f0a4ce_22)] | | |
| Item 2. | | | [removed: [Properties](#ic13730b7781540aeb1f629a509524b96_25)] [added: [Properties](#idff7edb013ac45229b76293e92f0a4ce_28)] | | | [removed: [19](#ic13730b7781540aeb1f629a509524b96_25)] [added: [19](#idff7edb013ac45229b76293e92f0a4ce_28)] | | |
| Item 3. | | | [Legal [removed: Proceedings](#ic13730b7781540aeb1f629a509524b96_28)] [added: Proceedings](#idff7edb013ac45229b76293e92f0a4ce_31)] | | | [removed: [20](#ic13730b7781540aeb1f629a509524b96_28)] [added: [20](#idff7edb013ac45229b76293e92f0a4ce_31)] | | |
| Item 4. | | | [Mine Safety [removed: Disclosures](#ic13730b7781540aeb1f629a509524b96_31)] [added: Disclosures](#idff7edb013ac45229b76293e92f0a4ce_34)] | | | [removed: [20](#ic13730b7781540aeb1f629a509524b96_31)] [added: [20](#idff7edb013ac45229b76293e92f0a4ce_34)] | | |
| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ic13730b7781540aeb1f629a509524b96_37)] [added: Securities](#idff7edb013ac45229b76293e92f0a4ce_40)] | | | [removed: [20](#ic13730b7781540aeb1f629a509524b96_37)] [added: [20](#idff7edb013ac45229b76293e92f0a4ce_40)] | | |
| Item 6. | | | [Selected Financial [removed: Data](#ic13730b7781540aeb1f629a509524b96_40)] [added: Data](#idff7edb013ac45229b76293e92f0a4ce_43)] | | | [removed: [20](#ic13730b7781540aeb1f629a509524b96_40)] [added: [20](#idff7edb013ac45229b76293e92f0a4ce_43)] | | |
| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ic13730b7781540aeb1f629a509524b96_43)] [added: Operations](#idff7edb013ac45229b76293e92f0a4ce_46)] | | | [removed: [21](#ic13730b7781540aeb1f629a509524b96_43)] [added: [21](#idff7edb013ac45229b76293e92f0a4ce_46)] | | |
| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ic13730b7781540aeb1f629a509524b96_73)] [added: Risk](#idff7edb013ac45229b76293e92f0a4ce_76)] | | | [removed: [31](#ic13730b7781540aeb1f629a509524b96_73)] [added: [32](#idff7edb013ac45229b76293e92f0a4ce_76)] | | |
| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ic13730b7781540aeb1f629a509524b96_76)] [added: Data](#idff7edb013ac45229b76293e92f0a4ce_79)] | | | [removed: [32](#ic13730b7781540aeb1f629a509524b96_76)] [added: [33](#idff7edb013ac45229b76293e92f0a4ce_79)] | | |
| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ic13730b7781540aeb1f629a509524b96_169)] [added: Disclosure](#idff7edb013ac45229b76293e92f0a4ce_169)] | | | [removed: [76](#ic13730b7781540aeb1f629a509524b96_169)] [added: [77](#idff7edb013ac45229b76293e92f0a4ce_169)] | | |
| Item 9A. | | | [Controls and [removed: Procedures](#ic13730b7781540aeb1f629a509524b96_172)] [added: Procedures](#idff7edb013ac45229b76293e92f0a4ce_172)] | | | [removed: [76](#ic13730b7781540aeb1f629a509524b96_172)] [added: [77](#idff7edb013ac45229b76293e92f0a4ce_172)] | | |
| Item 9B. | | | [Other [removed: Information](#ic13730b7781540aeb1f629a509524b96_175)] [added: Information](#idff7edb013ac45229b76293e92f0a4ce_175)] | | | [removed: [77](#ic13730b7781540aeb1f629a509524b96_175)] [added: [78](#idff7edb013ac45229b76293e92f0a4ce_175)] | | |
| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ic13730b7781540aeb1f629a509524b96_178)] [added: Inspections](#idff7edb013ac45229b76293e92f0a4ce_181)] | | | [removed: [77](#ic13730b7781540aeb1f629a509524b96_178)] [added: [78](#idff7edb013ac45229b76293e92f0a4ce_181)] | | |
| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ic13730b7781540aeb1f629a509524b96_184)] [added: Governance](#idff7edb013ac45229b76293e92f0a4ce_187)] | | | [removed: [78](#ic13730b7781540aeb1f629a509524b96_184)] [added: [80](#idff7edb013ac45229b76293e92f0a4ce_187)] | | |
| Item 11. | | | [Executive [removed: Compensation](#ic13730b7781540aeb1f629a509524b96_187)] [added: Compensation](#idff7edb013ac45229b76293e92f0a4ce_190)] | | | [removed: [78](#ic13730b7781540aeb1f629a509524b96_187)] [added: [80](#idff7edb013ac45229b76293e92f0a4ce_190)] | | |
| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ic13730b7781540aeb1f629a509524b96_190)] [added: Matters](#idff7edb013ac45229b76293e92f0a4ce_193)] | | | [removed: [78](#ic13730b7781540aeb1f629a509524b96_190)] [added: [80](#idff7edb013ac45229b76293e92f0a4ce_193)] | | |
| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ic13730b7781540aeb1f629a509524b96_193)] [added: Independence](#idff7edb013ac45229b76293e92f0a4ce_196)] | | | [removed: [78](#ic13730b7781540aeb1f629a509524b96_193)] [added: [80](#idff7edb013ac45229b76293e92f0a4ce_196)] | | |
| Item 14. | | | [Principal Accounting Fees and [removed: Services](#ic13730b7781540aeb1f629a509524b96_196)] [added: Services](#idff7edb013ac45229b76293e92f0a4ce_199)] | | | [removed: [78](#ic13730b7781540aeb1f629a509524b96_196)] [added: [80](#idff7edb013ac45229b76293e92f0a4ce_199)] | | |
| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#ic13730b7781540aeb1f629a509524b96_202)] [added: Schedules](#idff7edb013ac45229b76293e92f0a4ce_205)] | | | [removed: [79](#ic13730b7781540aeb1f629a509524b96_202)] [added: [81](#idff7edb013ac45229b76293e92f0a4ce_205)] | | |
| Item 16. | | | [Form 10-K [removed: Summary](#ic13730b7781540aeb1f629a509524b96_205)] [added: Summary](#idff7edb013ac45229b76293e92f0a4ce_208)] | | | [removed: [79](#ic13730b7781540aeb1f629a509524b96_202)] [added: [81](#idff7edb013ac45229b76293e92f0a4ce_205)] | | |
Our expectations, beliefs and projections are expressed in good [removed: faith] [added: faith,] and we believe there is a reasonable basis for them, but there can be no assurance that management’s expectations, beliefs and projections will result or be achieved.
Such factors include, but are not limited [removed: to:*][added: to, the following:*]
*•adverse changes in general economic conditions, the real estate industry and [removed: in] the markets in which we operate;*
*•the effect of competition from new and existing stores or other storage alternatives, [added: including increased or unanticipated competition for our properties,] which could cause rents and occupancy rates to decline;*
*•changes in global financial markets and [removed: increased] [added: increases in] interest rates;*
*•the effect of recent or future changes to U.S. tax [removed: laws;*][added: laws; and*]
*•the failure to maintain our REIT status for U.S. federal income tax [removed: purposes;*][added: purposes.*]
*•impacts from any outbreak of 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 [removed: results; and*][added: results;*]
*•economic uncertainty due to the impact of natural disasters, war or terrorism, which could adversely affect our business [removed: plan.*][added: plan;*]
[removed: *occurs,] [added: If a change occurs,] our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements.
| [PART I](#idff7edb013ac45229b76293e92f0a4ce_13) | | | | | | [5](#idff7edb013ac45229b76293e92f0a4ce_13) | | |
| [PART II](#idff7edb013ac45229b76293e92f0a4ce_37) | | | | | | [20](#idff7edb013ac45229b76293e92f0a4ce_37) | | |
| [PART III](#idff7edb013ac45229b76293e92f0a4ce_184) | | | | | | [80](#idff7edb013ac45229b76293e92f0a4ce_184) | | |
| [PART IV](#idff7edb013ac45229b76293e92f0a4ce_202) | | | | | | [81](#idff7edb013ac45229b76293e92f0a4ce_202) | | |
| [SIGNATURES](#idff7edb013ac45229b76293e92f0a4ce_211) | | | | | | [85](#idff7edb013ac45229b76293e92f0a4ce_211) | | |
*•our reliance on information technologies, which are vulnerable to, among other things, attack from computer viruses and malware, hacking, cyberattacks and other unauthorized access or misuse, any of which could adversely affect our business and results;*
| [PART I](#ic13730b7781540aeb1f629a509524b96_13) | | | | | | [5](#ic13730b7781540aeb1f629a509524b96_13) | | |
| [PART II](#ic13730b7781540aeb1f629a509524b96_34) | | | | | | [20](#ic13730b7781540aeb1f629a509524b96_34) | | |
| [PART III](#ic13730b7781540aeb1f629a509524b96_181) | | | | | | [78](#ic13730b7781540aeb1f629a509524b96_181) | | |
| [PART IV](#ic13730b7781540aeb1f629a509524b96_199) | | | | | | [79](#ic13730b7781540aeb1f629a509524b96_199) | | |
| [SIGNATURES](#ic13730b7781540aeb1f629a509524b96_208) | | | | | | [83](#ic13730b7781540aeb1f629a509524b96_208) | | |
*•the risk that Life Storage, Inc.’s (“Life Storage”) business will not be fully integrated successfully or that such integration may be more difficult, time-consuming or costly than expected, including our ability to retain and hire key personnel;*
*•the uncertainty of expected future financial performance and results of the combined company following completion of the Life Storage merger;*
If a change*
Item 1C. Cybersecurity
13 rewritten, 2 added, 4 removed, 23 unchanged
[removed: The Company has] [added: We have] a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information, which includes a cybersecurity Incident Response Plan [removed: ("IRP").][added: (“IRP”).]
[added: Our] cybersecurity risk management program is integrated into our overall enterprise risk management [removed: program,] [added: program] and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.
Our cybersecurity risk management program [removed: includes:][added: includes the following:]
For more information, see the section titled [removed: "Risk Factor-Risks] [added: “Risk Factors–Risks] Related to Our Stores and [removed: Operations-We] [added: Operations–We] and our vendors rely on information technology, and any material failure, inadequacy, interruption or security incident affecting that technology could harm our business, results of operations and financial [removed: condition."][added: condition.”]
Our management team overseeing cybersecurity has over 25+ years of technology and cybersecurity [removed: experience] [added: experience,] and certain of our team hold various cybersecurity certifications, including the Certified Information Systems Security Professional (CISSP) certification.
[removed: The Company is] [added: We are] able to identify cybersecurity breaches through various channels, including but not limited to automated event detection alerts, reports from employees, notifications from external entities such as third-party IT service providers, and proactive threat investigations in collaboration with our external partners.
Upon spotting a potential cybersecurity breach, including those involving third-party cyber events, [removed: the Company’s] [added: our] designated incident response team outlined in the IRP adheres to the policy's protocols to investigate the suspected incident.
These actions are tailored to the specifics of the breach and may involve tasks such as rebuilding systems or hosts, replacing compromised files with clean versions, verifying the integrity of affected files or data, enhancing network surveillance or logging to detect future attacks, adjusting administrative account privileges, fortifying network security like firewall configurations, and providing additional training to [added: employees.]
Our Board considers cybersecurity risk as part of its risk oversight function and [removed: has delegated to the Audit Committee oversight] [added: oversees management’s implementation] of [added: our] cybersecurity [removed: and other information technology risks.][added: risk management program.]
In addition, management updates the [removed: Audit Committee,] [added: Board,] as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential.
The [removed: full] Board [removed: also] receives briefings from management on our cyber risk management program on a quarterly basis.
Board members receive presentations on cybersecurity topics from our Senior Vice President of Information Systems as well as our Vice President of Information Security and Compliance, internal security staff or external experts as part of the Board’s [removed: continuing education on topics that impact public companies.]
Currently, five members of our [removed: board, including all four members of our Audit Committee,] [added: Board] have cybersecurity experience from their principal occupation, other professional experience or third-party director education courses on cybersecurity, including cyber risk governance, and data privacy and security issues and trends.
continuing education on topics that impact public companies.
The Audit Committee oversees required disclosures in the event of a cybersecurity breach.
Our
employees.
The Audit Committee oversees management’s implementation of our cybersecurity risk management program.
The Audit Committee reports to the full Board regarding its activities, including those related to cybersecurity.
Item 2. Properties
9 rewritten, 45 added, 49 removed, 20 unchanged
As of December 31, [removed: 2023,] [added: 2024,] we owned or had ownership interests in [removed: 2,377] [added: 2,436] operating stores.
Of these stores, [removed: 1,903] [added: 1,967] are wholly-owned, [removed: two] [added: nine] are in consolidated joint ventures, and [removed: 472] [added: 460] are in unconsolidated joint ventures.
In addition, we managed [removed: 1,337] [added: 1,575] stores for third [removed: parties] [added: parties,] bringing the total number of stores which we own and/or manage to [removed: 3,714.][added: 4,011.]
These stores are located in 42 [removed: states,] [added: states] and Washington, D.C. The majority of our stores are clustered around large population centers.
][added: Portfolio.jpg](https://www.sec.gov/Archives/edgar/data/1289490/000162828025009060/exr-20241231_g1.jpg)]
As of December 31, [removed: 2023,] [added: 2024,] approximately [removed: 2,100,000] [added: 2,300,000] 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 [removed: stores that were stabilized] [added: same-stores] as of December 31, [removed: 2023,] [added: 2024,] the average length of stay [added: for tenants who had vacated] was approximately [removed: 17.4] [added: 17.5] months.
(1) Includes [removed: two] [added: nine] consolidated joint ventures and excludes approximately [removed: 17,900] [added: 18,500] units related to Bargold Storage Systems, LLC [removed: ("Bargold").][added: (“Bargold”).]
See Note 5 in the [removed: Notes] [added: notes] to the [removed: Condensed Consolidated Financial Statements.][added: consolidated financial statements.]
| | | | As of December 31, 2024 | | | | | | | | | | | | | | | | | | | | | | | |
| Alabama | | | 38 | | | 2,987,221 | | | 2 | | | 150,969 | | | 16 | | | 1,084,695 | | | 56 | | | 4,222,895 | | |
| Arizona | | | 49 | | | 3,771,769 | | | 25 | | | 2,027,537 | | | 55 | | | 4,529,430 | | | 129 | | | 10,328,736 | | |
| California | | | 219 | | | 17,983,242 | | | 50 | | | 3,712,358 | | | 138 | | | 12,960,557 | | | 407 | | | 34,656,157 | | |
| Colorado | | | 27 | | | 1,890,657 | | | 13 | | | 937,299 | | | 34 | | | 2,526,528 | | | 74 | | | 5,354,484 | | |
| Connecticut | | | 23 | | | 1,756,585 | | | 8 | | | 713,802 | | | 17 | | | 1,204,561 | | | 48 | | | 3,674,948 | | |
| Delaware | | | — | | | — | | | 2 | | | 143,640 | | | 4 | | | 307,406 | | | 6 | | | 451,046 | | |
| Florida | | | 256 | | | 19,360,722 | | | 53 | | | 4,438,210 | | | 205 | | | 16,056,994 | | | 514 | | | 39,855,926 | | |
| Georgia | | | 120 | | | 9,222,783 | | | 24 | | | 2,000,134 | | | 62 | | | 4,839,995 | | | 206 | | | 16,062,912 | | |
| Hawaii | | | 14 | | | 940,588 | | | — | | | — | | | 4 | | | 266,115 | | | 18 | | | 1,206,703 | | |
| Idaho | | | 2 | | | 131,834 | | | — | | | — | | | 4 | | | 361,562 | | | 6 | | | 493,396 | | |
| Illinois | | | 104 | | | 7,413,941 | | | 12 | | | 938,687 | | | 60 | | | 4,776,772 | | | 176 | | | 13,129,400 | | |
| Indiana | | | 92 | | | 4,042,289 | | | 1 | | | 57,520 | | | 27 | | | 2,053,840 | | | 120 | | | 6,153,649 | | |
| Iowa | | | — | | | — | | | — | | | — | | | 1 | | | 86,899 | | | 1 | | | 86,899 | | |
| Kansas | | | 1 | | | 50,214 | | | 2 | | | 108,721 | | | 3 | | | 237,095 | | | 6 | | | 396,030 | | |
| Kentucky | | | 15 | | | 1,093,826 | | | 1 | | | 51,641 | | | 15 | | | 1,190,501 | | | 31 | | | 2,335,968 | | |
| Louisiana | | | 10 | | | 771,278 | | | — | | | — | | | 17 | | | 1,254,605 | | | 27 | | | 2,025,883 | | |
| Maine | | | 5 | | | 354,587 | | | — | | | — | | | 11 | | | 720,771 | | | 16 | | | 1,075,358 | | |
| Maryland | | | 44 | | | 3,509,382 | | | 11 | | | 898,791 | | | 54 | | | 4,007,263 | | | 109 | | | 8,415,436 | | |
| Massachusetts | | | 65 | | | 4,141,967 | | | 16 | | | 985,007 | | | 42 | | | 2,623,578 | | | 123 | | | 7,750,552 | | |
| Michigan | | | 11 | | | 849,219 | | | 4 | | | 309,047 | | | 12 | | | 980,912 | | | 27 | | | 2,139,178 | | |
| Minnesota | | | 7 | | | 587,957 | | | 8 | | | 646,123 | | | 12 | | | 842,308 | | | 27 | | | 2,076,388 | | |
| Mississippi | | | 7 | | | 561,979 | | | — | | | — | | | 6 | | | 531,198 | | | 13 | | | 1,093,177 | | |
| Missouri | | | 29 | | | 2,392,972 | | | 7 | | | 507,934 | | | 25 | | | 1,922,055 | | | 61 | | | 4,822,961 | | |
| Nebraska | | | — | | | — | | | — | | | — | | | 5 | | | 445,475 | | | 5 | | | 445,475 | | |
| Nevada | | | 33 | | | 2,941,784 | | | 9 | | | 836,425 | | | 17 | | | 1,635,004 | | | 59 | | | 5,413,213 | | |
| New Hampshire | | | 17 | | | 1,283,090 | | | 2 | | | 84,165 | | | 13 | | | 647,645 | | | 32 | | | 2,014,900 | | |
| New Jersey | | | 90 | | | 7,120,589 | | | 33 | | | 2,624,984 | | | 73 | | | 5,572,247 | | | 196 | | | 15,317,820 | | |
| New Mexico | | | 12 | | | 760,554 | | | 10 | | | 681,178 | | | 15 | | | 1,083,026 | | | 37 | | | 2,524,758 | | |
| New York | | | 80 | | | 5,741,538 | | | 28 | | | 2,317,882 | | | 97 | | | 6,909,859 | | | 205 | | | 14,969,279 | | |
| North Carolina | | | 54 | | | 3,915,513 | | | 6 | | | 476,894 | | | 42 | | | 3,404,025 | | | 102 | | | 7,796,432 | | |
| Ohio | | | 50 | | | 3,434,502 | | | 5 | | | 327,067 | | | 21 | | | 1,690,019 | | | 76 | | | 5,451,588 | | |
| Oklahoma | | | 4 | | | 269,753 | | | — | | | — | | | 35 | | | 2,477,175 | | | 39 | | | 2,746,928 | | |
| Oregon | | | 8 | | | 549,877 | | | 2 | | | 166,658 | | | 7 | | | 479,867 | | | 17 | | | 1,196,402 | | |
| Pennsylvania | | | 31 | | | 2,400,533 | | | 12 | | | 940,991 | | | 60 | | | 4,450,801 | | | 103 | | | 7,792,325 | | |
| Rhode Island | | | 6 | | | 350,492 | | | 1 | | | 95,844 | | | 7 | | | 535,208 | | | 14 | | | 981,544 | | |
| South Carolina | | | 46 | | | 3,381,830 | | | 5 | | | 308,968 | | | 39 | | | 3,328,941 | | | 90 | | | 7,019,739 | | |
| Tennessee | | | 31 | | | 2,513,825 | | | 16 | | | 1,092,321 | | | 30 | | | 2,075,933 | | | 77 | | | 5,682,079 | | |
| Texas | | | 274 | | | 22,071,842 | | | 71 | | | 5,498,389 | | | 166 | | | 13,740,460 | | | 511 | | | 41,310,691 | | |
| Utah | | | 10 | | | 733,548 | | | — | | | — | | | 46 | | | 3,726,944 | | | 56 | | | 4,460,492 | | |
The average annual rent per square foot for our existing customers at stabilized stores, net of discounts and bad debt, was $21.25 for the year ended December 31, 2023, compared to $20.50 for the year ended December 31, 2022.
Average annual rent per square foot for new leases was $16.19 for the year ended December 31, 2023, compared to $18.32 for the year ended December 31, 2022.
The average discounts, as a percentage of rental revenues, during these periods were 2.5% and 3.0%, respectively.
We have a number of multi-floor buildings with elevator access only, and a number of facilities featuring ground-floor access only.
| | | | As of December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | |
| Alabama | | | 37 | | | 2,913,201 | | | 2 | | | 150,859 | | | 12 | | | 757,497 | | | 51 | | | 3,821,557 | | |
| Arizona | | | 46 | | | 3,431,613 | | | 26 | | | 2,091,172 | | | 43 | | | 3,513,713 | | | 115 | | | 9,036,498 | | |
| California | | | 218 | | | 17,876,246 | | | 50 | | | 3,715,231 | | | 126 | | | 11,806,094 | | | 394 | | | 33,397,571 | | |
| Colorado | | | 27 | | | 1,890,949 | | | 13 | | | 937,765 | | | 32 | | | 2,338,587 | | | 72 | | | 5,167,301 | | |
| Connecticut | | | 23 | | | 1,754,071 | | | 8 | | | 714,457 | | | 14 | | | 948,070 | | | 45 | | | 3,416,598 | | |
| Delaware | | | — | | | — | | | 2 | | | 143,640 | | | 3 | | | 228,651 | | | 5 | | | 372,291 | | |
| Florida | | | 245 | | | 18,448,238 | | | 56 | | | 4,653,439 | | | 164 | | | 12,618,124 | | | 465 | | | 35,719,801 | | |
| Georgia | | | 119 | | | 9,050,883 | | | 23 | | | 1,892,103 | | | 49 | | | 3,686,856 | | | 191 | | | 14,629,842 | | |
| Hawaii | | | 14 | | | 942,069 | | | — | | | — | | | 3 | | | 159,569 | | | 17 | | | 1,101,638 | | |
| Idaho | | | 2 | | | 131,569 | | | — | | | — | | | 2 | | | 201,847 | | | 4 | | | 333,416 | | |
| Illinois | | | 105 | | | 7,534,278 | | | 12 | | | 940,032 | | | 44 | | | 3,311,178 | | | 161 | | | 11,785,488 | | |
| Indiana | | | 91 | | | 3,935,511 | | | 1 | | | 57,777 | | | 25 | | | 1,790,294 | | | 117 | | | 5,783,582 | | |
| Iowa | | | — | | | — | | | — | | | — | | | 2 | | | 175,614 | | | 2 | | | 175,614 | | |
| Kansas | | | 1 | | | 50,219 | | | 2 | | | 108,921 | | | 5 | | | 416,764 | | | 8 | | | 575,904 | | |
| Kentucky | | | 15 | | | 1,065,563 | | | 1 | | | 51,800 | | | 15 | | | 1,179,886 | | | 31 | | | 2,297,249 | | |
| Louisiana | | | 10 | | | 771,538 | | | — | | | — | | | 25 | | | 1,777,779 | | | 35 | | | 2,549,317 | | |
| Maine | | | 5 | | | 353,767 | | | — | | | — | | | 12 | | | 750,918 | | | 17 | | | 1,104,685 | | |
| Maryland | | | 44 | | | 3,473,618 | | | 11 | | | 899,878 | | | 47 | | | 3,381,481 | | | 102 | | | 7,754,977 | | |
| Massachusetts | | | 64 | | | 4,059,829 | | | 16 | | | 984,594 | | | 36 | | | 2,388,706 | | | 116 | | | 7,433,129 | | |
| Michigan | | | 8 | | | 673,399 | | | 4 | | | 309,052 | | | 15 | | | 1,186,708 | | | 27 | | | 2,169,159 | | |
| Minnesota | | | 8 | | | 709,829 | | | 8 | | | 646,659 | | | 14 | | | 1,009,746 | | | 30 | | | 2,366,234 | | |
| Mississippi | | | 7 | | | 560,879 | | | — | | | — | | | 10 | | | 736,463 | | | 17 | | | 1,297,342 | | |
| Missouri | | | 28 | | | 2,240,243 | | | 7 | | | 509,322 | | | 20 | | | 1,583,234 | | | 55 | | | 4,332,799 | | |
| Nebraska | | | — | | | — | | | — | | | — | | | 4 | | | 371,900 | | | 4 | | | 371,900 | | |
| Nevada | | | 33 | | | 2,907,229 | | | 9 | | | 840,819 | | | 11 | | | 1,059,569 | | | 53 | | | 4,807,617 | | |
| New Hampshire | | | 17 | | | 1,274,725 | | | 2 | | | 84,165 | | | 20 | | | 871,125 | | | 39 | | | 2,230,015 | | |
| New Jersey | | | 88 | | | 7,033,287 | | | 33 | | | 2,610,319 | | | 55 | | | 4,290,839 | | | 176 | | | 13,934,445 | | |
| New Mexico | | | 11 | | | 714,415 | | | 10 | | | 681,770 | | | 15 | | | 1,084,218 | | | 36 | | | 2,480,403 | | |
| New York | | | 79 | | | 5,693,262 | | | 28 | | | 2,316,671 | | | 84 | | | 5,883,153 | | | 191 | | | 13,893,086 | | |
| North Carolina | | | 52 | | | 3,732,706 | | | 8 | | | 620,612 | | | 37 | | | 2,666,196 | | | 97 | | | 7,019,514 | | |
| Ohio | | | 50 | | | 3,357,288 | | | 5 | | | 325,617 | | | 22 | | | 1,661,267 | | | 77 | | | 5,344,172 | | |
| Oklahoma | | | 4 | | | 268,833 | | | — | | | — | | | 20 | | | 1,493,518 | | | 24 | | | 1,762,351 | | |
| Oregon | | | 8 | | | 550,155 | | | 2 | | | 166,638 | | | 7 | | | 467,124 | | | 17 | | | 1,183,917 | | |
| Pennsylvania | | | 31 | | | 2,359,752 | | | 12 | | | 966,346 | | | 51 | | | 3,741,143 | | | 94 | | | 7,067,241 | | |
| Rhode Island | | | 6 | | | 351,451 | | | 1 | | | 95,844 | | | 6 | | | 473,601 | | | 13 | | | 920,896 | | |
An excerpt. Shown here: all 9 rewritten, 40 of 45 added and 40 of 49 removed. The counts are complete. For every sentence, read Item 2. Properties in the FY2024 filing and the FY2023 filing.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
6 rewritten, 0 added, 0 removed, 9 unchanged
On February [removed: 22, 2024,] [added: 21, 2025,] the closing price of our common stock as reported by the NYSE was [removed: $141.39.][added: $155.95.]
At February [removed: 22, 2024,] [added: 21, 2025,] we had [removed: 833] [added: 910] holders of record of our common stock.
Certain [removed: shares] of [removed: the Company] [added: our shares] are held in “street” name and accordingly, the number of beneficial owners of such shares is not known or included in the foregoing number.
During the year ended December 31, [removed: 2023,] [added: 2024,] no shares were repurchased.
As of December 31, [removed: 2023,] [added: 2024,] we had remaining authorization to repurchase shares with an aggregate value up to $500.0 million.
All unregistered sales of equity securities during the year ended December 31, [removed: 2023] [added: 2024] have previously been disclosed in filings with the SEC.
Item 8. Financial Statements and Supplementary Data
517 rewritten, 295 added, 189 removed, 881 unchanged
| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID:](#ic13730b7781540aeb1f629a509524b96_82) 42[)](#ic13730b7781540aeb1f629a509524b96_82)] [added: ID:](#idff7edb013ac45229b76293e92f0a4ce_85) 42[)](#idff7edb013ac45229b76293e92f0a4ce_85)] | | | [removed: [33](#ic13730b7781540aeb1f629a509524b96_82)] [added: [34](#idff7edb013ac45229b76293e92f0a4ce_85)] | | |
| [Consolidated Balance Sheets as of December [removed: 31,](#ic13730b7781540aeb1f629a509524b96_85) 2023 [and](#ic13730b7781540aeb1f629a509524b96_85) 2022[](#ic13730b7781540aeb1f629a509524b96_85)] [added: 31,](#idff7edb013ac45229b76293e92f0a4ce_88) 2024 [and](#idff7edb013ac45229b76293e92f0a4ce_88) 2023[](#idff7edb013ac45229b76293e92f0a4ce_88)] | | | [removed: [35](#ic13730b7781540aeb1f629a509524b96_85)] [added: [36](#idff7edb013ac45229b76293e92f0a4ce_88)] | | |
| [Consolidated Statements of Operations for the years ended December [removed: 31,](#ic13730b7781540aeb1f629a509524b96_88) 2023[,](#ic13730b7781540aeb1f629a509524b96_88) 2022 [and](#ic13730b7781540aeb1f629a509524b96_88) 2021[](#ic13730b7781540aeb1f629a509524b96_88)] [added: 31,](#idff7edb013ac45229b76293e92f0a4ce_91) 2024[,](#idff7edb013ac45229b76293e92f0a4ce_91) 2023 [and](#idff7edb013ac45229b76293e92f0a4ce_91) 2022[](#idff7edb013ac45229b76293e92f0a4ce_91)] | | | [removed: [36](#ic13730b7781540aeb1f629a509524b96_88)] [added: [37](#idff7edb013ac45229b76293e92f0a4ce_91)] | | |
| [Consolidated Statements of Comprehensive Income for the years ended December [removed: 31,](#ic13730b7781540aeb1f629a509524b96_91) 2023[,](#ic13730b7781540aeb1f629a509524b96_91) 2022 [and](#ic13730b7781540aeb1f629a509524b96_91) 2021] [added: 31,](#idff7edb013ac45229b76293e92f0a4ce_94) 2024[,](#idff7edb013ac45229b76293e92f0a4ce_94) 2023 [and](#idff7edb013ac45229b76293e92f0a4ce_94) 2022] | | | [removed: [37](#ic13730b7781540aeb1f629a509524b96_91)] [added: [38](#idff7edb013ac45229b76293e92f0a4ce_94)] | | |
| [Consolidated Statements of Stockholders’ Equity for the years ended December [removed: 31,](#ic13730b7781540aeb1f629a509524b96_94) 2023[,](#ic13730b7781540aeb1f629a509524b96_94) 2022 [and](#ic13730b7781540aeb1f629a509524b96_94) 2021] [added: 31,](#idff7edb013ac45229b76293e92f0a4ce_97) 2024[,](#idff7edb013ac45229b76293e92f0a4ce_97) 2023 [and](#idff7edb013ac45229b76293e92f0a4ce_97) 2022] | | | [removed: [38](#ic13730b7781540aeb1f629a509524b96_94)] [added: [39](#idff7edb013ac45229b76293e92f0a4ce_97)] | | |
| [Consolidated Statements of Cash Flows for the years ended December [removed: 31,](#ic13730b7781540aeb1f629a509524b96_97) 2023[,](#ic13730b7781540aeb1f629a509524b96_97) 2022 [and](#ic13730b7781540aeb1f629a509524b96_97) 2021] [added: 31,](#idff7edb013ac45229b76293e92f0a4ce_100) 2024[,](#idff7edb013ac45229b76293e92f0a4ce_100) 2023 [and](#idff7edb013ac45229b76293e92f0a4ce_100) 2022] | | | [removed: [41](#ic13730b7781540aeb1f629a509524b96_97)] [added: [42](#idff7edb013ac45229b76293e92f0a4ce_100)] | | |
| [Notes to Consolidated Financial [removed: Statements](#ic13730b7781540aeb1f629a509524b96_100)] [added: Statements](#idff7edb013ac45229b76293e92f0a4ce_103)] | | | [removed: [42](#ic13730b7781540aeb1f629a509524b96_100)] [added: [43](#idff7edb013ac45229b76293e92f0a4ce_103)] | | |
| [Schedule III - Real Estate and Accumulated [removed: Depreciation](#ic13730b7781540aeb1f629a509524b96_160)] [added: Depreciation](#idff7edb013ac45229b76293e92f0a4ce_160)] | | | [removed: [74](#ic13730b7781540aeb1f629a509524b96_160)] [added: [75](#idff7edb013ac45229b76293e92f0a4ce_160)] | | |
We have audited the accompanying consolidated balance sheets of Extra Space Storage Inc. (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 29, 2024] [added: 28, 2025] expressed an unqualified opinion thereon.
| *Description of the Matter* | | | For the year ended December 31, [removed: 2023,] [added: 2024,] the Company completed the acquisition of [removed: 771] [added: 58] self-storage properties (“stores”) for a total purchase price of [removed: $13.0 billion.] [added: $581.0 million.] As further discussed in Notes 2 and 5 of the consolidated financial statements, the transactions were accounted for as asset acquisitions, and the purchase price was allocated based on a relative fair value of assets acquired and liabilities [removed: assumed, which consisted principally of land and buildings.] [added: assumed.] | | |
| | | | Auditing the accounting for the Company’s [removed: 2023] [added: 2024] acquisitions of stores was subjective because the [removed: Company, with the assistance of its external valuation specialist if applicable,] [added: Company] had to exercise a high level of [removed: management] judgment in determining the estimated fair value of acquired land and buildings. [removed: Determining the] [added: The estimated] fair value of [removed: acquired] land was [removed: difficult due to the lack of available directly] [added: based on] comparable [removed: land] market [removed: information.] [added: information adjusted for differences in land characteristics.] The estimated fair value of the acquired buildings was based upon the estimated replacement cost, which [removed: were] [added: was] calculated by estimating the cost of building similar stores in comparable markets and adjusting those costs for the age, quality, and building characteristics associated with the acquired stores. Determining the fair value of the acquired [added: land and] buildings [removed: was] [added: were] challenging due to the judgment utilized by management in determining the significant assumptions utilized in, or the adjustments applied to, the valuation of [removed: each building.] [added: acquired land and buildings.] | | |
| | | | For the [removed: 2023] [added: 2024] store acquisitions described above, our procedures included, but were not limited to, reading the purchase and sale agreements and other closing [removed: documents, evaluating whether the Company had appropriately determined the transaction was an asset acquisition or business combination] [added: documents] and performing sensitivity analyses. For certain of these store acquisitions, we also evaluated the methods and significant assumptions used by the Company to determine the fair value of the land and [removed: buildings and] [added: buildings,] tested the completeness and accuracy of the underlying data supporting the significant assumptions and [removed: estimates.] [added: estimates, performed analytical procedures, and obtained corroborative market data.] Additionally, for certain of these [removed: asset] [added: store] acquisitions, we involved our valuation specialists to assist in the assessment of the methodology utilized by the [removed: Company, in addition] [added: Company and] to [removed: performing] [added: perform] 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 building replacement cost assumptions. | | |
[removed: (dollars] [added: (amounts] in thousands, except share [removed: data)][added: data)]
| | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2022] [added: 2023] | | |
| [removed: Real] [added: Net non-lease real] estate [removed: assets, net] [added: assets (1)] | | | $ | [added: 24,587,627 | | | | | $ |] 24,555,873 | | | | | $ | 9,997,978 | |
| Real estate assets - operating lease right-of-use assets | | | [removed: 227,241] [added: 689,803] | | | | | | [removed: 221,725] [added: 227,241] | | |
| Investments in unconsolidated real estate entities | | | [removed: 1,071,617] [added: 1,332,338] | | | | | | [removed: 582,412] [added: 1,071,617] | | |
| Investments in debt securities and notes receivable | | | [removed: 904,769] [added: 1,550,950] | | | | | | [removed: 858,049] [added: 904,769] | | |
| Cash and [removed: cash] equivalents | | | [added: $ | 138,222 | | | | | $ |] 99,062 | | | | | [added: $] | 92,868 | | [removed: |]
| Other assets, net | | | [removed: 597,700] [added: 548,986] | | | | | | [removed: 414,426] [added: 597,700] | | |
| Total assets | | | $ | [removed: 27,456,262] [added: 28,847,926] | | | | | $ | [removed: 12,167,458] [added: 27,456,262] | |
| [removed: Notes] [added: Secured notes] payable, net | | | $ | [removed: 1,273,549] [added: 1,010,541] | | | | | $ | [removed: 1,288,555] [added: 1,273,549] | |
| Unsecured term loans, net | | | [removed: 2,650,581] [added: 2,192,507] | | | | | | [removed: 2,340,116] [added: 2,650,581] | | |
| Unsecured senior notes, net | | | [removed: 6,410,618] [added: 7,756,968] | | | | | | [removed: 2,757,791] [added: 6,410,618] | | |
| Revolving lines of credit [added: and commercial paper] | | | [removed: 682,000] [added: 1,362,000] | | | | | | [removed: 945,000] [added: 682,000] | | |
| Operating lease liabilities | | | [removed: 236,515] [added: 705,845] | | | | | | [removed: 229,035] [added: 236,515] | | |
| Cash distributions in unconsolidated real estate ventures | | | [removed: 71,069] [added: 75,319] | | | | | | [removed: 67,352] [added: 71,069] | | |
| Accounts payable and accrued expenses | | | [removed: 334,518] [added: 346,519] | | | | | | [removed: 171,680] [added: 334,518] | | |
| Other liabilities | | | [removed: 383,463] [added: 538,865] | | | | | | [removed: 289,655] [added: 383,463] | | |
| Total liabilities | | | [removed: 12,042,313] [added: 13,988,564] | | | | | | [removed: 8,089,184] [added: 12,042,313] | | |
| Common stock, $0.01 par value, 500,000,000 shares authorized, [removed: 211,278,803] [added: 211,995,510] and [removed: 133,921,020] [added: 211,278,803] shares issued and outstanding at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively | | | [removed: 2,113] [added: 2,120] | | | | | | [removed: 1,339] [added: 2,113] | | |
| Additional paid-in capital | | | [removed: 14,750,388] [added: 14,831,946] | | | | | | [removed: 3,345,332] [added: 14,750,388] | | |
| Accumulated other comprehensive income | | | [removed: 17,435] [added: 12,806] | | | | | | [removed: 48,798] [added: 17,435] | | |
| Accumulated deficit | | | [removed: (379,015)] [added: (899,337)] | | | | | | [removed: (135,872)] [added: (379,015)] | | |
| Total Extra Space Storage Inc. stockholders' equity | | | [removed: 14,390,921] [added: 13,947,535] | | | | | | [removed: 3,259,597] [added: 14,390,921] | | |
| Noncontrolling interest represented by Preferred Operating Partnership [removed: units, net] [added: units] | | | [removed: 222,360] [added: 76,092] | | | | | | [removed: 261,502] [added: 222,360] | | |
| Noncontrolling interests in Operating Partnership, net and other noncontrolling interests | | | [removed: 800,668] [added: 835,735] | | | | | | [removed: 557,175] [added: 800,668] | | |
| Total noncontrolling interests and equity | | | [removed: 15,413,949] [added: 14,859,362] | | | | | | [removed: 4,078,274] [added: 15,413,949] | | |
February 28, 2025
| Cash and cash equivalents | | | 138,222 | | | | | | 99,062 | | |
See notes to consolidated financial statements.
(amounts in thousands, except share data)
| Gain (loss) on real estate assets held for sale and sold, net | | | (25,906) | | | | | | — | | | | | | 14,249 | | |
| Impairment of Life Storage trade name | | | (51,763) | | | | | | — | | | | | | — | | |
See notes to consolidated financial statements.
See notes to consolidated financial statements.
Consolidated Statements of Stockholders' Equity
(amounts in thousands, except share data)
Consolidated Statements of Stockholders' Equity
(amounts in thousands, except share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Preferred Operating Partnership | | | | | | Operating Partnership | | | | | | Other | | | | | | Shares | | | | | | Par Value | | | | | | Additional Paid-in Capital | | | | | | Accumulated Other Comprehensive Income (Loss) | | | | | | Accumulated Deficit | | | | | | Total Noncontrolling Interests and Equity | | |
Consolidated Statements of Stockholders' Equity
(amounts in thousands, except share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Preferred Operating Partnership | | | | | | Operating Partnership | | | | | | Other | | | | | | Shares | | | | | | Par Value | | | | | | Additional Paid-in Capital | | | | | | Accumulated Other Comprehensive Income (Loss) | | | | | | Accumulated Deficit | | | | | | Total Noncontrolling Interests and Equity | | |
| Balances at December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 222,360 | | | | | $ | 791,754 | | | | | $ | 8,914 | | | | | 211,278,803 | | | | | | $ | 2,113 | | | | | $ | 14,750,388 | | | | | $ | 17,435 | | | | | $ | (379,015) | | | | | $ | 15,413,949 | |
| Issuance of common stock for share based compensation, exercise of options and taxes paid upon net settlement | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 177,545 | | | | | | 2 | | | | | | 22,904 | | | | | | — | | | | | | — | | | | | | 22,906 | | |
| Offering costs associated with shelf registration | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (522) | | | | | | — | | | | | | — | | | | | | (522) | | |
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| Issuance of note receivable to Operating Partnership unit holder | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | (50,000) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (50,000) | | |
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| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,262 | | | | | | 38,239 | | | | | | 50 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 854,681 | | | | | | 900,232 | | |
| Other comprehensive loss | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | (117) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4,629) | | | | | | — | | | | | | (4,746) | | |
| Distributions to Operating Partnership units and other noncontrolling interests | | | | | | | | | | | | | | | | | | | | | | | | | | | (7,262) | | | | | | (55,710) | | | | | | (205) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (63,177) | | |
| Balances at December 31, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 76,092 | | | | | $ | 823,898 | | | | | $ | 11,837 | | | | | 211,995,510 | | | | | | $ | 2,120 | | | | | $ | 14,831,946 | | | | | $ | 12,806 | | | | | $ | (899,337) | | | | | $ | 14,859,362 | |
See notes to consolidated financial statements.
(amounts in thousands)
| Depreciation and amortization | | | 783,023 | | | | | | 506,053 | | | | | | 288,316 | | |
| Non-cash item - Amortization of Premium Portion of Dec 2024 $300M Bond Add-On | | | (197) | | | | | | — | | | | | | — | | |
| (Gain) loss on real estate assets held for sale and sold, net | | | 25,906 | | | | | | — | | | | | | (14,249) | | |
| Impairment of Life Storage trade name | | | 51,763 | | | | | | — | | | | | | — | | |
| Issuance of loan collateralized with OP units | | | (50,000) | | | | | | — | | | | | | — | | |
| Proceeds from issuance of public bonds, net | | | 1,300,000 | | | | | | 1,550,000 | | | | | | 396,100 | | |
| Proceeds from share issuances | | | 365 | | | | | | — | | | | | | — | | |
| | | | | | |
February 29, 2024
See accompanying notes
| | | | | | | | | | | | | | | | | | |
| Gain on real estate transactions | | | — | | | | | | 14,249 | | | | | | 140,760 | | |
| Extra Space Storage Inc. Consolidated Statements of Stockholders' Equity (amounts in thousands, except share data) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shares | | | | | | Par Value | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balances at December 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 172,052 | | | | | $ | 215,892 | | | | | $ | 401 | | | | | 131,357,961 | | | | | | $ | 1,314 | | | | | $ | 3,000,458 | | | | | $ | (99,093) | | | | | $ | (354,900) | | | | | $ | 2,936,124 | |
| Issuance of common stock upon the exercise of options | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 62,322 | | | | | | — | | | | | | 4,572 | | | | | | — | | | | | | — | | | | | | 4,572 | | |
| Issuance of common stock in connection with share based compensation | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 148,228 | | | | | | — | | | | | | 17,303 | | | | | | — | | | | | | — | | | | | | 17,303 | | |
| Issuance of Preferred D units in the Operating Partnership in conjunction with acquisitions | | | | | | | | | | | | | | | | | | | | | | | | | | | 88,074 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 88,074 | | |
| Purchase of remaining equity interest in existing consolidated joint venture | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (18,141) | | | | | | — | | | | | | — | | | | | | (18,141) | | |
| Net income (loss) | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,697 | | | | | | 35,414 | | | | | | (2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 827,649 | | | | | | 877,758 | | |
| Other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | 366 | | | | | | 2,412 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 56,547 | | | | | | — | | | | | | 59,325 | | |
| Distributions to Operating Partnership units held by noncontrolling interests | | | | | | | | | | | | | | | | | | | | | | | | | | | (13,245) | | | | | | (25,849) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (39,094) | | |
| Balances at December 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 259,110 | | | | | $ | 410,053 | | | | | $ | 317 | | | | | 133,922,305 | | | | | | $ | 1,339 | | | | | $ | 3,285,948 | | | | | $ | (42,546) | | | | | $ | (128,245) | | | | | $ | 3,785,976 | |
| Restricted stock grants cancelled | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | (10,084) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Gain on real estate transactions | | | — | | | | | | (14,249) | | | | | | (140,760) | | |
| Proceeds from the sale of common stock, net of offering costs | | | — | | | | | | — | | | | | | 273,189 | | |
| Proceeds from principal payments on note receivable collateralized by OP Units | | | — | | | | | | — | | | | | | 411 | | |
| Net proceeds from exercise of stock options | | | — | | | | | | — | | | | | | 4,572 | | |
| Distributions to minority investors | | | (70) | | | | | | — | | | | | | — | | |
| Cash and equivalents | | | $ | 92,868 | | | | | $ | 71,126 | | | | | $ | 109,124 | |
| | | | $ | 97,735 | | | | | $ | 76,194 | | | | | $ | 128,009 | |
| Additional paid-in capital | | | 33,604 | | | | | | — | | | | | | 2,834 | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
Interest, property taxes, and other
management services are provided on a month-to-month basis unless terminated.
In March 2020, the FASB issued ASU 2020-04, "*Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting*" (“ASU 2020-04”).
ASU 2020-04 provides temporary optional guidance that provides transition relief for reference rate reform, including optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions that reference LIBOR or a reference rate that is expected to be discontinued as a result of reference rate reform if certain criteria are met.
ASU 2020-04 is effective upon issuance, and the provisions generally can be applied prospectively as of January 1, 2020 through December 31, 2024.
The Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives.
The Company also elected to apply additional expedients related to contract modifications, changes in critical terms, and updates to the designated hedged risks as qualifying changes are made to applicable debt and derivative contracts.
Application of these expedients preserves the presentation of derivatives and debt contracts consistent with past presentation.
In December 2022, the FASB issued ASU 2022-06, Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”) which was issued to defer the sunset date of Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform to December 31, 2024.
ASU 2022-06 is effective immediately for all companies.
| | | | 27,061,533 | | | | | | 12,084,191 | | |
| | | | $ | 597,700 | | | | | $ | 414,426 | |
| Trade name | | | $ | 50,000 | | $ | — | | $ | — | | $ | — | |
An excerpt. Shown here: 40 of 517 rewritten, 40 of 295 added and 40 of 189 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2024 filing and the FY2023 filing.
Item 9A. Controls and Procedures
5 rewritten, 1 added, 2 removed, 34 unchanged
Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]
We have audited Extra Space Storage Inc.’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
In our opinion, Extra Space Storage Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated [added: statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 8 and our report dated February 28, 2025 expressed an unqualified opinion thereon.]
There [removed: was] [added: were] no [removed: change] [added: changes] in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) that occurred during our most recent quarter that [removed: has] [added: have] materially affected, or [removed: is] [added: are] reasonably likely to materially affect, our internal control over financial reporting.
February 28, 2025
statements of operations, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 8 and our report dated February 29, 2024 expressed an unqualified opinion thereon.
February 29, 2024
Item 9B. Other Information
0 rewritten, 1 added, 2 removed, 0 unchanged
During the three months ended December 31, 2024, none of our officers or directors adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non Rule 10b5-1 trading arrangement.”
On December 18, 2023, Joseph D.
Margolis, our Chief Executive Officer and Director, terminated a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) and originally adopted on February 24, 2023, for the sale of up to 20,000 shares of our common stock until January 3, 2024.
Item 10. Directors, Executive Officers and Corporate Governance
4 rewritten, 3 added, 0 removed, 2 unchanged
Information required by this item is incorporated by reference to the information set forth under the captions “Executive [removed: Officers,”] [added: 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: 2023.][added: 2024.]
We have adopted a Code of Business Conduct and Ethics in compliance with rules of the SEC that applies to all of our personnel, including our board of directors, Chief Executive Officer, Chief Financial Officer and [removed: principal accounting officer.][added: Chief Accounting Officer.]
The board of directors has adopted Corporate Governance Guidelines and charters for our Audit [added: Committee, Compensation] Committee and [removed: Compensation, Nominating and] [added: Nominating,] Governance [added: and Corporate Responsibility] Committee, each of which is posted on our website at the address and location specified above.
Investors may obtain a free copy of the Code of Business Conduct and Ethics, the Corporate Governance Guidelines and the committee charters by contacting the Investor Relations Department at 2795 East Cottonwood Parkway, Suite 300, Salt Lake City, Utah 84121, Attn: [removed: Jeff Norman] [added: Jared Conley] or by telephoning (801) 365-4600.
We have adopted an insider trading policy and procedures governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees and other covered persons that are designed to promote compliance with insider trading laws, rules and regulations, and the New York Stock Exchange listing requirements, as applicable.
A copy of our Insider Trading Compliance Program is filed as Exhibit 19.1 to this annual report on Form 10-K.
It is our policy to comply with U.S. insider trading laws and regulations, including with respect to transactions in our own securities.
Item 11. Executive Compensation
1 rewritten, 0 added, 0 removed, 0 unchanged
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: 2023.][added: 2024.]
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
1 rewritten, 0 added, 0 removed, 0 unchanged
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: 2023.][added: 2024.]
Item 13. Certain Relationships and Related Transactions, and Director Independence
1 rewritten, 0 added, 0 removed, 0 unchanged
Information with respect to certain relationships and related transactions is incorporated by reference to the information set forth under the captions “Information about the Board of Directors and its Committees” and “Review and Approval of Related Party Transactions” in our Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, [removed: 2023.][added: 2024.]
Item 14. Principal Accounting Fees and Services
1 rewritten, 0 added, 0 removed, 1 unchanged
Information with respect to principal accounting fees and services is incorporated by reference to the information set forth under the caption “Ratification of the Engagement of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for [removed: 2023”] [added: 2025”] in our Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, [removed: 2023.][added: 2024.]
Item 15. Exhibits and Financial Statement Schedules
26 rewritten, 3 added, 0 removed, 43 unchanged
| 3.1 | | | | | | [Amended and Restated Articles of Incorporation of Extra Space Storage [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1289490/000119312504136936/dex31.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1289490/000119312504136936/dex31.htm)] | | | S-11 | | | August 10, 2004 | | | 3.1 | | | | | |
| 3.2 | | | | | | [Articles of Amendment of Extra Space Storage Inc., dated September 28, [removed: 2007.](http://www.sec.gov/Archives/edgar/data/1289490/000110465907072983/a07-25208_1ex3d1.htm)] [added: 2007.](https://www.sec.gov/Archives/edgar/data/1289490/000110465907072983/a07-25208_1ex3d1.htm)] | | | 8-K | | | October 3, 2007 | | | 3.1 | | | | | |
| 3.3 | | | | | | [Articles of Amendment of Extra Space Storage Inc., dated August 29, [removed: 2013.](http://www.sec.gov/Archives/edgar/data/1289490/000110465913067080/a13-19441_1ex3d1.htm)] [added: 2013.](https://www.sec.gov/Archives/edgar/data/1289490/000110465913067080/a13-19441_1ex3d1.htm)] | | | 8-K | | | August 29, 2013 | | | 3.1 | | | | | |
| 3.4 | | | | | | [Articles of Amendment of Extra Space Storage Inc., dated May 21, [removed: 2014.](http://www.sec.gov/Archives/edgar/data/1289490/000110465914042025/a14-13799_18k.htm)] [added: 2014.](https://www.sec.gov/Archives/edgar/data/1289490/000110465914042025/a14-13799_18k.htm)] | | | 8-K | | | May 28, 2014 | | | 3.1 | | | | | |
| 3.5 | | | | | | [Second Amended and Restated Bylaws of Extra Space Storage [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1289490/000162828018000388/exr-form8xkxproxyaccessand.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1289490/000162828018000388/exr-form8xkxproxyaccessand.htm)] | | | 8-K | | | January 17, 2018 | | | 3.1 | | | | | |
| 3.6 | | | | | | [Fourth Amended and Restated Agreement of Limited Partnership of Extra Space Storage [removed: LP.](http://www.sec.gov/Archives/edgar/data/1289490/000110465913088877/a13-25830_1ex10d1.htm)] [added: LP.](https://www.sec.gov/Archives/edgar/data/1289490/000110465913088877/a13-25830_1ex10d1.htm)] | | | 8-K | | | December 6, 2013 | | | 10.1 | | | | | |
| 4.1 | | | | | | [Junior Subordinated [removed: Note](http://www.sec.gov/Archives/edgar/data/1289490/000104746910001564/a2196671zex-4_3.htm)] [added: Note](https://www.sec.gov/Archives/edgar/data/1289490/000104746910001564/a2196671zex-4_3.htm)] | | | 10-K | | | February 26, 2010 | | | 4.3 | | | | | |
| 4.2 | | | | | | [Description of [removed: Securities](http://www.sec.gov/Archives/edgar/data/1289490/000162828020002202/ex46descriptionofsecur.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1289490/000162828020002202/ex46descriptionofsecur.htm)] | | | 10-K | | | February 25, 2020 | | | 4.6 | | | | | |
| [removed: 4.16] [added: 4.17] | | | | | | [Base Indenture, dated as of June 20, 2016, among Life Storage, Inc., Life Storage LP and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.2 to the Current Report on Form 10-K filed by Life Storage Inc. on February 24, 2023).](https://www.sec.gov/Archives/edgar/data/944314/000119312516626433/d212449dex41.htm) | | | 8-K | | | July 25, 2023 | | | 4.1 | | | | | |
| [removed: 4.17] [added: 4.18] | | | | | | [Sixth Supplemental Indenture, dated as of July 25, 2023, among Life Storage LP, as issuer, Life Storage LLC, as parent guarantor, and Computershare Trust Company, N.A., as trustee.](https://www.sec.gov/Archives/edgar/data/1289490/000119312523193502/d541032dex42.htm) | | | 8-K | | | July 25, 2023 | | | 4.2 | | | | | |
| 10.2 | | | | | | [Registration Rights Agreement, dated June 20, 2005, among Extra Space Storage Inc. and the investors named [removed: therein.](http://www.sec.gov/Archives/edgar/data/1289490/000119312505131046/dex102.htm)] [added: therein.](https://www.sec.gov/Archives/edgar/data/1289490/000119312505131046/dex102.htm)] | | | 8-K | | | June 24, 2005 | | | 10.2 | | | | | |
| 10.3 | | | | | | [Promissory Note, dated June 25, 2007, among Extra Space Storage LP, H. James Knuppe and Barbara [removed: Knuppe.](http://www.sec.gov/Archives/edgar/data/1289490/000110465907050085/a07-17493_1ex10d2.htm)] [added: Knuppe.](https://www.sec.gov/Archives/edgar/data/1289490/000110465907050085/a07-17493_1ex10d2.htm)] | | | 8-K | | | June 26, 2007 | | | 10.2 | | | | | |
| 10.4 | | | | | | [Pledge Agreement, dated June 25, 2007, among Extra Space Storage LP, H. James Knuppe and Barbara [removed: Knuppe.](http://www.sec.gov/Archives/edgar/data/1289490/000110465907050085/a07-17493_1ex10d3.htm)] [added: Knuppe.](https://www.sec.gov/Archives/edgar/data/1289490/000110465907050085/a07-17493_1ex10d3.htm)] | | | 8-K | | | June 26, 2007 | | | 10.3 | | | | | |
| 10.5 | | | | | | [Membership Interest Purchase Agreement, dated as of April 13, 2012, between Extra Space Properties Sixty Three LLC and PRISA III Co-Investment [removed: LLC.](http://www.sec.gov/Archives/edgar/data/1289490/000110465912025625/a12-9636_1ex10d1.htm)] [added: LLC.](https://www.sec.gov/Archives/edgar/data/1289490/000110465912025625/a12-9636_1ex10d1.htm)] | | | 8-K | | | April 16, 2012 | | | 10.1 | | | | | |
| 10.6 | | | | | | [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 [removed: Knuppe.](http://www.sec.gov/Archives/edgar/data/1289490/000110465914036162/a14-9641_1ex10d1.htm)] [added: Knuppe.](https://www.sec.gov/Archives/edgar/data/1289490/000110465914036162/a14-9641_1ex10d1.htm)] | | | 10-Q | | | May 8, 2014 | | | 10.1 | | | | | |
| 10.7 | | | | | | [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 [removed: Knuppe.](http://www.sec.gov/Archives/edgar/data/1289490/000162828017005050/exr-03312017x10qxex101.htm)] [added: Knuppe.](https://www.sec.gov/Archives/edgar/data/1289490/000162828017005050/exr-03312017x10qxex101.htm)] | | | 10-Q | | | May 5, 2017 | | | 10.1 | | | | | |
| 10.8* | | | | | | [Extra Space Storage Inc. Executive Change in Control [removed: Plan.](http://www.sec.gov/Archives/edgar/data/1289490/000110465910046708/a10-16596_1ex10d1.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/1289490/000110465910046708/a10-16596_1ex10d1.htm)] | | | 8-K | | | August 31, 2010 | | | 10.1 | | | | | |
| 10.9* | | | | | | [2015 Incentive Award [removed: Plan](http://www.sec.gov/Archives/edgar/data/1289490/000119312515128269/d899582ddef14a.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1289490/000119312515128269/d899582ddef14a.htm)] | | | DEFA14A | | | April 14, 2015 | | | Definitive Proxy Statement | | | | | |
| [removed: 10.14*] [added: 10.14] | | | | | | [Policy for the Recovery of Erroneously Awarded Compensation](https://www.sec.gov/Archives/edgar/data/1289490/000162828024008044/q4202310kex1014.htm) | | | [added: 10-K] | | | [added: February 29, 2024] | | | [added: 10.14] | | | [removed: X] | | |
| 21.1 | | | | | | [Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/1289490/000162828024008044/q4202310kex211.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/1289490/000162828025009060/q4202410kex211.htm)] | | | | | | | | | | | | X | | |
| 22.1 | | | | | | [Issuer and Guarantors of Guaranteed [removed: Securities](https://www.sec.gov/Archives/edgar/data/1289490/000162828024008044/q4202310kex221.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1289490/000162828025009060/q4202410kex221.htm)] | | | | | | | | | | | | X | | |
| 23.1 | | | | | | [Consent of Ernst & Young [removed: LLP](https://www.sec.gov/Archives/edgar/data/1289490/000162828024008044/q4202310kex231.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1289490/000162828025009060/q4202410kex231.htm)] | | | | | | | | | | | | X | | |
| 31.1 | | | | | | [Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1289490/000162828024008044/q4202310kex311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1289490/000162828025009060/q4202410kex311.htm)] | | | | | | | | | | | | X | | |
| 31.2 | | | | | | [Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1289490/000162828024008044/q4202310kex312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1289490/000162828025009060/q4202410kex312.htm)] | | | | | | | | | | | | X | | |
| 32.1 | | | | | | [Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1289490/000162828024008044/q4202310kex321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1289490/000162828025009060/q4202410kex321.htm)] | | | | | | | | | | | | X | | |
| 101 | | | | | | The following financial information from Registrant’s Annual Report on Form 10-K for the period ended December 31, [removed: 2023,] [added: 2024,] formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022;] [added: 2023;] (ii) Consolidated Statements of Operations for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021;] [added: 2022;] (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021;] [added: 2022;] (iv) Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021;] [added: 2022;] (v) Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021;] [added: 2022;] and (vi) Notes to Consolidated Financial Statements. | | | | | | | | | | | | X | | |
| 4.16 | | | | | | [Thirteenth Supplemental Indenture, dated as of August 12, 2024, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, and Computershare Trust Company, N.A., as trustee, including the form of the Notes and the Guarantee.](https://www.sec.gov/Archives/edgar/data/1289490/000119312524198858/d697086dex42.htm) | | | 8-K | | | August 12, 2024 | | | 4.2 | | | | | |
| 10.16 | | | | | | [Equity Distribution Agreement, dated as of April 15, 2024, among the Company, the Operating Partnership, the Sales Agents and the Forward Purchasers (incorporated by reference to Exhibit 1.2 to the Registration Statement on Form S-3 filed by Extra Space Storage Inc. on April 15, 2024).](https://www.sec.gov/Archives/edgar/data/1289490/000119312524096283/d741588dex12.htm) | | | 8-K | | | April 15, 2024 | | | 1.1 | | | | | |
| 19.1 | | | | | | [Insider Trading Compliance Policy and Procedures](https://www.sec.gov/Archives/edgar/data/1289490/000162828025009060/q4202410kex191.htm) | | | | | | | | | | | | X | | |
Item 16. Form 10-K Summary
13 rewritten, 1 added, 8 removed, 32 unchanged
| Date: February [removed: 29, 2024] [added: 28, 2025] | | | | | | By: | | | | | | /s/ JOSEPH D. MARGOLIS | | |
| Date: February [removed: 29, 2024] [added: 28, 2025] | | | | | | By: | | | | | | /s/ P. SCOTT STUBBS | | |
| Date: February [removed: 29, 2024] [added: 28, 2025] | | | | | | By: | | | | | | /s/ GRACE KUNDE | | |
| | | | | | | | | | | | | Grace Kunde *Senior Vice [removed: President, Accounting] [added: President] and [removed: Finance*] [added: Chief Accounting Officer*] *(Principal Accounting Officer)* | | |
| Date: February [removed: 29, 2024] [added: 28, 2025] | | | | | | By: | | | | | | /s/ KENNETH M. WOOLLEY | | |
| Date: February [removed: 29, 2024] [added: 28, 2025] | | | | | | By: | | | | | | /s/ MARK BARBERIO | | |
| Date: February [removed: 29, 2024] [added: 28, 2025] | | | | | | By: | | | | | | /s/ JOSEPH J. BONNER | | |
| Date: February [removed: 29, 2024] [added: 28, 2025] | | | | | | By: | | | | | | /s/ GARY CRITTENDEN | | |
| Date: February [removed: 29, 2024] [added: 28, 2025] | | | | | | By: | | | | | | /s/ SUSAN HARNETT | | |
| Date: February [removed: 29, 2024] [added: 28, 2025] | | | | | | By: | | | | | | /s/ SPENCER F. KIRK | | |
| Date: February [removed: 29, 2024] [added: 28, 2025] | | | | | | By: | | | | | | /s/ DIANE OLMSTEAD | | |
| Date: February [removed: 29, 2024] [added: 28, 2025] | | | | | | By: | | | | | | /s/ JULIA VANDER PLOEG | | |
| Date: February [removed: 29, 2024] [added: 28, 2025] | | | | | | By: | | | | | | /s/ JOSEPH V. SAFFIRE | | |
| Date: February 28, 2025 | | | | | | By: | | | | | | /s/ JOSEPH D. MARGOLIS | | |
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Date: February 29, 2024 | | | | | | By: | | | | | | /s/ JENNIFER BLOUIN | | |
| | | | | | | | | | | | | Jennifer Blouin *Director* | | |
| Date: February 29, 2024 | | | | | | By: | | | | | | /s/ ROGER B. PORTER | | |
| | | | | | | | | | | | | Roger B. Porter *Director* | | |
| Date: February 29, 2024 | | | | | | By: | | | | | | /s/ JEFFERSON S. SHREVE | | |
| | | | | | | | | | | | | Jefferson S. Shreve *Director* | | |