Schedule of Operating Properties Acquired

The following table shows the Company’s acquisitions of operating stores for the years ended December 31, 2016 and 2015. The table excludes purchases of raw land or improvements made to existing assets.



			Consideration Paid														Fair Value
Property Location	Number of Stores	Date of Acquisition	Total		Cash Paid		Loan Assumed		Notes issued to/from Seller		Net Liabilities/(Assets) Assumed			Value of OP Units Issued		Number of OP Units Issued	Real estate assets
Arizona	1	12/21/2016	$	9,513	$	9,500	$	—	$	—	$	13		$	—	—	$	9,513
Washington	1	11/22/2016	12,743		12,726		—		—		17			—		—	12,743
Hawaii	2	11/18/2016	15,394		15,356		—		—		38			—		—	15,394
Georgia	1	11/17/2016	7,998		8,009		—		—		(11		)	—		—	7,998
Various states ⁽¹⁾	11	11/17/2016	152,953		153,017		—		—		(64		)	—		—	161,072
California	1	11/17/2016	17,892		17,860		—		—		32			—		—	17,892
North Carolina	1	11/14/2016	13,242		13,241		—		—		1			—		—	13,242
Illinois	1	11/8/2016	12,304		9		—		—		139			12,156		486,244	12,304
Maryland	1	11/2/2016	14,807		9,040		—		—		(75		)	5,842		77,575,000	14,807
Texas	1	10/25/2016	6,743		6,685		—		—		58			—		—	6,743
Minnesota	1	10/12/2016	17,744		17,729		—		—		15			—		—	17,744
Texas	3	10/6/2016	22,302		22,131		—		—		171			—		—	22,302
Utah	1	10/4/2016	8,429		3,750		—		—		4,679			—		—	8,429
California	1	10/4/2016	8,500		8,516		—		—		(16		)	—		—	8,500
California	1	9/21/2016	13,800		13,782		—		—		18			—		—	13,800
Various states⁽²⁾	23	9/16/2016	237,542		237,800		—		—		(258		)	—		—	248,530
California	1	8/31/2016	3,990		3,998		—		—		(8		)	—		—	3,990
Texas	1	8/12/2016	9,993		9,915		—		—		78			—		—	9,993
Hawaii	1	7/14/2016	30,955		30,850		—		—		105			—		—	30,955
Massachusetts	1	6/30/2016	13,807		13,751		—		—		56			—		—	13,807
Georgia	1	6/30/2016	7,900		6,696		—		—		4			1,200		13,764	7,900
Illinois	4	6/10/2016	55,851		—		—		—		814			55,037		2,201,467	55,851
Texas	4	6/2/2016	37,478		37,246		—		—		232			—		—	37,478
South Carolina	1	5/10/2016	8,249		8,230		—		—		19			—		—	8,249
Washington, DC	1	5/5/2016	32,968		23,163		9,723		—		82			—		—	32,968
Indiana	5	4/22/2016	26,983		26,849		—		—		134			—		—	26,983
Colorado	1	4/19/2016	7,904		7,869		—		—		35			—		—	7,904
Arizona	1	4/18/2016	8,154		8,029		—		—		125			—		—	8,154
Texas	1	4/15/2016	10,978		10,922		—		—		56			—		—	10,978
Arizona	1	4/5/2016	5,000		4,999		—		—		1			—		—	5,000
Hawaii	1	4/5/2016	28,992		28,935		—		—		57			—		—	28,992
New Mexico	1	3/29/2016	10,958		10,928		—		—		30			—		—	10,958
New Mexico	1	3/29/2016	17,940		17,905		—		—		35			—		—	17,940
Georgia	3	3/29/2016	25,087		25,069		—		—		18			—		—	25,087



			Consideration Paid															Fair Value
Property Location	Number of Stores	Date of Acquisition	Total		Cash Paid		Loan Assumed		Notes issued to/from Seller		Net Liabilities/(Assets) Assumed			Value of OP Units Issued		Number of OP Units Issued		Real estate assets
Texas	1	3/21/2016	9,994		9,969		—		—		25			—		—		9,994
Illinois	1	2/25/2016	16,721		16,738		—		—		(17		)	—		—		16,721
Massachusetts	1	2/16/2016	16,169		16,174		—		—		(5		)	—		—		16,169
Various states ⁽³⁾	6	2/2/2016	53,898		53,940		—		—		(42		)	—		—		98,082
Texas	3	1/14/2016	22,625		22,523		—		—		102			—		—		22,625
Florida	1	1/12/2016	9,001		8,980		—		—		21			—		—		9,001
Texas	3	1/7/2016	27,537		27,435		—		—		102			—		—		27,537
New Mexico	2	1/7/2016	15,607		15,495		—		—		112			—		—		15,607
2016 Totals	99		$	1,086,645	$	995,759	$	9,723	$	—	$	6,928		$	74,235	2,779,050		$	1,149,936

California	1	12/11/2015	$	9,708	$	9,712	$	—	$	—	$	(4	)	$	—	$	—	$	9,708
North Carolina	1	12/8/2015	5,301		5,327		—		—		(26		)	—		—		5,301
Oregon	1	11/24/2015	9,992		9,994		—		—		(2		)	—		—		9,992
Florida	3	11/19/2015	20,003		19,951		—		—		52			—		—		20,003
Texas	1	11/16/2015	14,396		7,115		—		—		60			7,221		91,434		14,396
Texas	1	10/23/2015	8,700		8,678		—		—		22			—		—		8,700
New Jersey	1	10/7/2015	7,240		7,204		—		—		36			—		—		7,240
Various ⁽⁴⁾	122	10/1/2015	1,176,893		1,218,173		—		—		(69,936		)	28,656		376,848		1,176,898
Maryland	1	9/10/2015	6,091		6,109		—		—		(18		)	—		—		6,091
North Carolina	1	6/19/2015	6,976		6,915		—		—		61			—		—		6,976
Florida	1	6/18/2015	17,547		12,567		—		—		207			4,773		71,054		17,547
Florida ⁽⁵⁾	1	6/17/2015	4,923		359		—		4,601		(37		)	—		—		6,023
Illinois	1	6/8/2015	10,049		9,973		—		—		76			—		—		10,049
Massachusetts	1	5/13/2015	12,500		12,503		—		—		(3		)	—		—		12,500
Georgia	1	5/7/2015	6,496		6,456		—		—		40			—		—		6,496
North Carolina	1	5/5/2015	10,994		10,963		—		—		31			—		—		10,994
Georgia	1	4/24/2015	6,498		6,449		—		—		49			—		—		6,498
Arizona, Texas	22	4/15/2015	177,673		75,102		—		—		822			101,749		1,504,277		177,673
Texas	1	4/14/2015	8,640		8,570		—		—		70			—		—		8,640
California ⁽⁶⁾	1	3/30/2015	12,334		1,700		—		11,009		(375		)	—		—		12,699
South Carolina	2	3/30/2015	13,136		13,114		—		—		22			—		—		13,136
Virginia	1	3/17/2015	4,996		4,988		—		—		8			—		—		4,996
Texas	1	2/24/2015	13,554		13,503		—		—		51			—		—		13,554
Texas	3	1/13/2015	41,869		41,771		—		—		98			—		—		41,869
2015 Totals	171		$	1,606,509	$	1,517,196	$	—	$	15,610	$	(68,696	)	$	142,399	2,043,613		$	1,607,979

(1)

On November 17, 2016, the Company acquired 11 stores from its ESS WCOT LLC joint venture ("WCOT") in a step acquisition. These stores are located in California, Georgia, Maryland, New Mexico, Tennessee and Virginia. The Company owns 5.0% of WCOT, with the other 95.0% owned by affiliates of Prudential Global Investment Management ("Prudential"). WCOT created a new subsidiary, Extra Space Properties 132 LLC ("ESP 132") and transferred 11 stores into ESP 132. WCOT then distributed ESP 132 to the Company and Prudential on a pro rata basis. This distribution was accounted for as a spinoff, and was therefore recorded at the net carrying amount of the properties of $68,814. Immediately after the distribution, the Company acquired Prudential's 95.0% interest in ESP 132 for $153,304, resulting in 100% ownership of ESP 132 and the related 11 stores. Based on the purchase price of Prudential's share of ESP 132, the Company determined that the fair value of its investment in ESP 132 immediately prior to the acquisition of Prudential's share was $8,119, and the Company recorded a gain of $4,651 as a result of remeasuring to fair value its existing equity interest in ESP 132. This gain is included in equity in earnings of unconsolidated real estate ventures - gain on sale of real estate assets and purchase of joint venture partners' interests on the Company's consolidated statements of operations. The Company recorded fixed assets related to this acquisition of $161,072, which includes total cash paid, the investment in ESP 132, and the step acquisition gain, less net assets acquired.

(2)

On September 16, 2016, the Company acquired 23 stores from its ESS PRISA II LLC joint venture ("PRISA II") in a step acquisition. These stores are located in Arizona, California, Connecticut, Florida, Indiana, Kentucky, Massachusetts, Maryland, Michigan, New Jersey, New Mexico, Ohio, Tennessee and Virginia. The Company owned 4.4% of PRISA II, with the other 95.6% owned by affiliates of Prudential. PRISA II created a new subsidiary, Extra Space Properties 131 LLC ("ESP 131"), and transferred 23 stores into ESP 131. PRISA II then distributed ESP 131 to the Company and Prudential on a pro rata basis. This distribution was accounted for as a spinoff, and was therefore recorded at the net carrying amount of the properties of $4,326. Immediately after the distribution, the Company acquired Prudential's 95.6% interest in ESP 131 for $238,679, resulting in 100% ownership of ESP 131 and the related 23 stores. Based on the purchase price of Prudential's share of ESP 131, the Company determined that the fair value of its investment in ESP 131 immediately prior to the acquisition of Prudential's share was $10,988, and the Company recorded a gain of $6,778 as a result of re-measuring to fair value its existing equity interest in ESP 131. This gain is included in equity in earnings of unconsolidated real estate ventures - gain on sale of real estate assets and purchase of joint venture partners' interests on the Company's consolidated statements of operations. The Company recorded fixed assets related to this acquisition of $248,530, which includes total cash paid, the investment in ESP 131, and the step acquisition gain, less net assets acquired. Subsequent to these transactions, PRISA II owned 42 stores. The Company sold its 4.4% interest in PRISA II to Prudential immediately following these transactions, as disclosed in Note 5.

(3)

On February 2, 2016, the Company acquired six stores from its VRS Self Storage LLC joint venture (“VRS”) in a step acquisition. These stores are located in Florida, Maryland, Nevada, New York, and Tennessee. The Company owns 45.0% of VRS, with the other 55.0% owned by affiliates of Prudential. VRS created a new subsidiary, Extra Space Properties 122 LLC (“ESP 122”) and transferred six stores into ESP 122. VRS then distributed ESP 122 to the Company and Prudential on a pro rata basis. This distribution was accounted for as a spinoff, and was therefore recorded at the net carrying amount of the properties of $17,261. Immediately after the distribution, the Company acquired Prudential’s 55.0% interest in ESP 122 for $53,940, resulting in 100% ownership of ESP 122 and the related six stores. Based on the purchase price of Prudential’s share of ESP 122, the Company determined that the fair value of its investment in ESP 122 immediately prior to the acquisition of Prudential’s share was $44,184, and the Company recorded a gain of $26,923 as a result of re-measuring to fair value its existing equity interest in ESP 122. This gain is included in equity in earnings of unconsolidated real estate ventures - gain on sale of real estate assets and purchase of joint venture partners’ interests on the Company’s consolidated statements of operations. The Company recorded fixed assets related to this acquisition of $98,082, which includes total cash paid, the investment in ESP 122, and the step acquisition gain, less net assets acquired.


(4)	This represents the acquisition of SmartStop Self Storage, Inc. (“SmartStop”). See below for more detailed information about this acquisition.


(5)	The Company determined the consideration paid for this store was below its market value, and recognized a $1,100 gain, representing the difference between the fair value of the store and the consideration paid.

(6)

This represents the acquisition of a joint venture partners’ interest in Extra Space of Sacramento One LLC (“Sacramento One”), an existing joint venture, for $1,700 in cash. The result of the acquisition is that the Company owns 100% of Sacramento One, which owned one store located in California. Prior to the acquisition date, the Company accounted for its interest in Sacramento One as an equity-method investment, and the Company also held mortgage notes receivable from Sacramento One totaling $11,009, including related interest. The total acquisition date fair value of the Company’s previous equity interest was approximately $365 and is included in consideration transfered. The Company recognized a non-cash gain of $1,629 as a result of remeasuring the fair value of its equity interest held prior to the acquisition. The store is consolidated subsequent to the acquisition as the Company owns 100% of the store.

Allocation of Consideration Transferred for SmartStop

The Company’s allocation of consideration transferred for SmartStop is as follows:



Land	$	179,700
Buildings	978,368
Intangibles	18,830
Investments in unconsolidated real estate ventures	60,981
Other assets	34,500
Total assets acquired	1,272,379
Accounts payable and accrued liabilities assumed	17,064
Other liabilities assumed	8,481
Total net assets acquired	$	1,246,834

Summary of Revenues and Earnings Related to Acquisition since the Acquisition Date

The following table summarizes the revenues and earnings related to the 99 stores acquired during 2016 since their acquisition dates, which are included in the Company’s consolidated statements of operations for the year ended December 31, 2016:



	Year Ended December 31, 2016
Total revenues	$	44,712
Net income attributable to common stockholders	$	12,560